Common use of Excluded Operating Costs Clause in Contracts

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Capital Reserve Amount; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciation; (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (m) fines, penalties and interest; (n) any ground lease rental; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a1) costs of alterations of tenant premises; (b) costs of capital improvements other than the Capital Reserve Amount; (c2) interest and principal payments on mortgages or any other debt costscosts (including costs of negotiating or obtaining such loans), or rental payments on any ground lease of the Project; (d3) real estate brokers’ leasing commissionscommissions or expenses of marketing the Project; (e4) legal fees, fees and space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereoffees; (f5) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g6) the cost of any service furnished to any office tenant of the Project which Landlord does not make available provide to Tenant; (h7) depreciationdepreciation (except on any Included Capital Items in which case the costs thereof shall be depreciated over the useful life of the Included Capital Item as provided in (d)(i) above and only the annual depreciation expense may be included in Operating Costs); (i) franchise 8) income, business and occupation, capital, stock, succession, transfer, franchise, gift, estate or income inheritance taxes imposed upon LandlordLandlord or the Project, except to the extent imposed the tax is in lieu of all or any part of Taxes; (j9) costs of correcting defects in the initial design, equipment or construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the new construction materials and equipment installed in the Project in light of their specificationsBuilding); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l10) the wages or benefits of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (m11) Landlord’s general corporate overhead and general and administrative expenses; (12) Any and all costs (including but not limited to costs of investigation; monitoring or remediation) arising from the presence of Hazardous Materials (as defined in Section 27 below) in, on or about the Project including without limitation, Hazardous Materials in the ground water or soil existing as of the date of this Lease; (13) Costs of any special services, utilities or capital improvements rendered to individual tenants (including Tenant) for which a special direct charge is or may be made; (14) Any cost representing an amount paid to a person, firm, corporation or other entity related to or affiliated with Landlord which is in excess of the amount which would have been paid in an arms length transaction with an unrelated person, firm, corporation or other entity; (15) Lease payments for rental equipment (other than equipment for which depreciation is properly charged as an Operating Cost which would constitute a major capital expenditure if the equipment were purchased); (16) Cost of acquiring sculptures, paintings and other objects of art exceeding $.05 per square foot, per year, amortized over 5 years; (17) Governmental fines, penalties and interestor interest imposed upon Landlord resulting solely from the actions of Landlord or another tenant. (18) Landlord’s charitable or political contributions or contributions to local or neighborhood marketing, public relations or advocacy groups or associations, or costs arising therefrom; (n19) any ground lease rentalAny other cost or expense which, under generally accepted accounting principles and practices consistently applied, would not generally be regarded as a maintenance or operating expense; (o20) depreciationCosts for construction or modifications for compliance, amortization and interest payments or penalties assessed for non-compliance, with the Americans with Disabilities Act of 1990 (42 U.S.C. §§1281-83) except that Operating Costs may include, costs of alterations or modifications required to comply with any amendments to such act that are enacted after the Commencement Date, 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 with a third partyin (d)(i) 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life;above; and (p21) costs incurred Impact fees, traffic mitigation payments or other expenses assessed by Landlord due to the violation by Landlord any governmental authority in connection with designing permitting or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in developing the Project (other than Landlord’s reasonable and necessary costs to comply with the extent same exceeds the costs Transportation Management Plan dated April 29, 2002, a copy of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge which has been furnished to Tenant, these expenses may which shall be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs ------------------------ shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation and amortization (except on any Included Capital Items in the manner described above; (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalcost for the investigation, monitoring, removal, cleanup or other remediation of any Hazardous Substances discovered in, on or under the Building or the Project, which was not caused or contributed to by Tenant, provided that costs incurred to respond to a governmental or quasi- governmental order or mandate shall be an Included Operating Cost if the Project is not identified as a source of such contamination (e.g., all property owners are required to conduct routine groundwater monitoring on their property regardless of whether their property was or is a source of any contamination); (o) depreciationrepairs, amortization and interest payments (except as provided herein and except on materialsmaintenance or other work occasioned by condemnation, 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 GAAP, consistently applied, and when depreciation fire or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeother casualty; (p) costs incurred repairs or other work occasioned by Landlord due to the violation by gross negligence or intentional misconduct of Landlord or any tenant of the terms and conditions of any lease of space in the ProjectLandlord's employees, agents or contractors; (q) overhead and profit increment paid fines, penalties or other costs incurred due to violations by Landlord or to subsidiaries or affiliates any other tenant of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basisany Governmental Requirements; (r) any compensation paid to clerks, attendants or other persons costs incurred in commercial concessions operated by Landlord or in connection with the parking garage initial construction of the Project and/or all fees paid to any parking facility operator Building Shell (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costsdefined below); (s) advertising and promotional expendituresany amounts paid to a person, firm, corporation, or other entity related to Landlord which is in excess of the amount charged by unaffiliated parties for comparable goods or services; (t) electric power costs incurred by Landlord for which any tenant directly contracts the operation of Landlord's corporation or other business entity as opposed to the operation of the Project, such as accounting and legal expenses incurred in connection with selling, syndicating, financing, mortgaging or hypothecating Landlord's interest in the local public service company;Project or with resolving employer-employee disputes between Landlord and its employees; and (u) tax penalties structural repairs to the Building to the extent incurred they are not required as a result of Landlord’s negligence, inability Tenant's acts or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsomissions. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (ai) costs of alterations installing leasehold improvements for tenants or occupants or prospective tenants or occupants of tenant premisesthe Project; (b) costs of capital improvements other than the Capital Reserve Amount; (cii) interest and principal payments on mortgages or any other debt costscosts (except as provided in Section 2.3(a) above with regard to Included Capital Items), or rental payments on any ground lease of the Project; (diii) real estate brokers’ ' leasing commissions; (eiv) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (fv) legal expenses incurred in connection with disputes with tenants that pertain solely to the particular tenant or its premises (as opposed to disputes with other tenants that pertain to tenants generally or the Project, or disputes where the tenants of the Project would receive benefits if Landlord prevails); (vi) the cost of damage and repairs necessitated by the gross negligence or willful misconduct of Landlord; (vii) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (gviii) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (hix) depreciation; depreciation (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or on any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specificationsIncluded Capital Items); (kx) legal and auditing fees which are incurred for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.2 above; (lxi) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (mxii) fines, penalties and interestinterest incurred by Landlord for late payment by Landlord or violations of law; (nxiii) any ground lease rentalthe cost of capital expenditures to correct violations of Governmental Requirements existing in the Project as of the date of this Lease, based on the current interpretation of Governmental Requirements by applicable governmental authority(ies) as of the date of this Lease; (oxiv) depreciationcosts of any investigation or monitoring of site conditions or any clean-up, amortization containment, restoration, removal or remediation of Hazardous Substances ("Remedial Work") pertaining to the Prior Contamination (as defined in Section 28.6 below), and interest payments costs arising from any use, storage, treatment, transportation, release or disposal of Hazardous Substances on or about the Project by Landlord, its agents, employees or contractors; and (except as provided herein and except on materialsxv) without limiting the provisions of clause (xii) above, tools, supplies and vendor-type equipment purchased by Landlord costs incurred to enable Landlord comply with Governmental Requirements with respect to supply services Landlord might otherwise contract for with a third party) where such depreciation, amortization and interest payments would otherwise have been included any Hazardous Substance which was in existence in the charge for such third party’s services, all as determined in accordance with GAAP, consistently appliedProject prior to the Commencement Date, and when depreciation which was of such a nature that a federal, state or amortization is permitted municipal governmental or requiredquasi-governmental authority, if it had then had knowledge of the item shall be amortized over its reasonably anticipated useful life; (p) presence of such Hazardous Substance, in the state, and under the conditions that it then existed in the Project, would have then required the removal, remediation or other similar action with respect to such Hazardous Substance; and costs incurred by Landlord due with respect to any Hazardous Substance that is brought into the violation Project after the date hereof by Landlord or any other tenant of the terms Project or by anyone other than Tenant or Tenant Parties and conditions are of any lease such a nature, at that time, that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of space the presence of such Hazardous Substance, in the state, and under the conditions, that it then exists in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in , would have then required the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerksremoval, attendants remediation or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid action with respect to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsHazardous Substance. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) capital expenditures required by Landlord's failure to comply with laws enacted on or before the date of the Building's Temporary Certificate of Occupancy or the equivalent is validly issued; provided, however, the capital expenditures incurred by Landlord and required by laws enacted after the date the building's Temporary Certification of Occupancy or the equivalent is validly issued shall be amortized over the useful life of such capital expenditures; (d) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for tenants in the building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenant or other occupants of the Building; (e) except as provided in Section C(1) above, costs of capital nature, including, without limitation, capital improvements, capital repairs, capital equipment and capital tools, all as determined in accordance with generally accepted accounting principles, consistently applied, except as otherwise permitted herein; (f) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (dg) real estate brokers’ ' leasing commissions; (eh) legal attorney's fees, space planner fees planning costs, and advertising other costs and expenses incurred in connection with regard to leasing negotiations or disputes with present or prospective tenant or other occupants of the Project or portions thereofBuilding; (fi) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (gj) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (hk) except as provided in Section C(1) above and except on any Included Capital Items, depreciation, amortization and interest payments; (il) costs incurred by Landlord due to violations by Landlord or any tenant (other than Tenant) of the terms and conditions of any lease of space in the Building (m) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (jn) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (ko) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (lp) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (mq) fines, penalties and interest; (n) any ground lease rental; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerksamount in excess of a five percent (5%) increase per year in controllable expenses. Controllable expenses shall include Landlord's corporate overhead and general administrative expenses but in no event shall include Taxes, attendants insurance, utilities, or other persons in commercial concessions operated by Landlord janitorial costs or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs)expenses; (s) interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the property on which the Building stands; (t) except for making repairs or keeping permanent systems in operation while repairs are being made, rentals and other related expenses incurred in leasing air conditions systems, elevators or other equipment ordinarily considered to be a capital nature, except equipment not affixed to the Building which is used in providing janitorial or similar services; (u) all items and services for which Tenant or any other tenant in the Building reimburses Landlord (other than through Tenant's percentage share or any other tenant(s) percentage share of Operating Expenses), or which Landlord provides selectively to one or more tenants (other than Tenant without reimbursement; (v) advertising and promotional expenditures; (tw) electric power costs for which any tenant directly contracts with the local public service company; (ux) costs incurred in connection with upgrading the Building or the equivalent is issued; (y) tax penalties to the extent incurred as a result of Landlord’s negligence, 's negligence or inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (vz) costs arising for which Landlord has been compensated by a management fee which exceeds the amount of such costs that would have been charged to Landlord from the presence of asbestos in or about the Projecta nonaffiliated entity; and (waa) costs arising from Landlord’s 's charitable or political contributions. . Subject to Landlord's right to reconcile pursuant to 2B(2) and (x3), Landlord agrees that Landlord will not collect or be entitled to collect Operating Expenses or Taxes from all its tenants in the Project in an amount which is in excess of one hundred percent (100%) any expense associated of the Operating Expenses or Taxes actually paid (including services actually rendered or provided by Landlord and its officers, employees, agents and contractors) in connection with the initial construction or maintenance of other portions operation and ownership of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b1) costs of capital improvements other than the Included Capital Reserve AmountItems; (c2) interest rentals for items (except when needed in connection with normal repairs and principal payments on mortgages maintenance of permanent systems, and excluding equipment not affixed to the Building which is used in providing janitorial or any similar services) which if purchased, rather than rented, would constitute a capital item other debt costs, or rental payments on any ground lease of the Projectthan an Included Capital Item; (d3) real estate brokers’ leasing commissionscosts, including permit, license and inspection costs, incurred with respect to the installation of tenants' or other occupants' improvements in the Building or the Property or incurred in renovating or otherwise improving, decorating, painting or redecorating the Building or the Property; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciation; (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (m) fines, penalties and interest; (n) any ground lease rental; (o4) depreciation, amortization and interest payments (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 with a third party) party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with GAAPgenerally 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; (p5) marketing costs including, without limitation, leasing commissions, attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred by Landlord due to in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the violation by Landlord Building or any tenant other part of the terms and conditions of any lease of space in the ProjectProperty; (q6) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project Building or the Property to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r7) interest, principal, points and fees on debts or amortization on any compensation paid to clerksmortgage or mortgages or any other debt instrument encumbering the Building or the Property (except as permitted in Subsection ii(4) above), attendants or other persons in commercial concessions operated by Landlord or in the parking garage rental payments on any ground lease of the Project and/or all fees paid to any parking facility operator (Property or on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs)the Master Lease; (s) advertising 8) Landlord's general corporate overhead and promotional expendituresgeneral and administrative expenses; (t) electric power costs for which any tenant directly contracts with the local public service company; (u9) tax penalties to the extent incurred as a result of Landlord’s 's negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v10) notwithstanding any contrary provision of the Lease, including, without limitation, any provision relating to capital expenditures, any and all costs arising from the presence of asbestos hazardous materials or substances (as defined by applicable laws in effect on the date the Lease is executed) in or about the Project; andPremises, the Building or the Property including, without limitation, hazardous substances in the ground water or soil, not placed in the Premises, the Building or the Property by Tenant or a Tenant Party (as defined by Section 18(a)); (w11) costs arising from Landlord’s 's charitable or political contributions.; (x12) any expense associated with costs arising from latent defects in the initial construction base, shell or maintenance of other portions core of the ProjectBuilding, until such the Property, or improvements installed by Landlord prior to the execution of this Lease, except to the extent arising from any act or omission of Tenant or a Tenant Party, or due to Tenant's Alterations; (13) costs for sculpture, paintings or other portions objects of art; (14) costs (including in connection therewith all attorneys' fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to Landlord and/or the Building and/or the Property; (15) In-house" legal and/or accounting fees; (16) real estate brokers' leasing commissions; (17) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Building; (18) costs or expenditures to the extent which Landlord is reimbursed by others (e.g., insurance proceeds or warranties); (19) franchise or income taxes imposed upon Landlord; (20) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project Property; (21) earthquake insurance premiums that are occupied in excess of Base Earthquake Insurance Premiums, as defined in this paragraph. "Base Earthquake Insurance Premiums" shall be the amount of earthquake premiums allocated to the Property that are due and payable as of 2001 (computed as if such premiums had been paid for an entire calendar year), increased by tenants paying rent no more than 10% per year; (22) the deductible amount of any earthquake insurance unless such amount is otherwise a permitted Operating Cost, such as an Included Capital Item (in which case such amount shall be amortized as provided in this Lease); (23) Any increase of, or reassessment in, real property taxes and operating expenses assessments in excess of two percent (2%) of the taxes and assessments for the previous year, resulting from the sale or transfer of the ownership of the Building during the Lease Term to Landlord or an Affiliate of Landlord; (24) Costs of electricity or other utilities, to the extent they are separately metered and/or separately paid for by Tenant.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises, including the costs of preparing any other tenant's premises for occupancy; (b) costs of electricity, which shall be a separate expense, and shall be paid by Tenant as Electricity Share Rent; (c) costs of capital improvements other than the Included Capital Reserve AmountItems; (cd) interest and principal payments on mortgages or any other debt costscosts related to financing the Project, or rental payments on any ground lease of the Project; (de) real estate brokers’ ' leasing commissions; (ef) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (fg) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (gh) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (hi) depreciationdepreciation (except on any Included Capital Items); (ij) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (jk) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (kl) legal and auditing fees which are for the benefit of Landlord such as negotiating leases; collecting delinquent rents, ; preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (lm) the wages and benefits of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding, or Landlord's general overhead and administrative expenses; (mn) fines, penalties and interest; (n) any ground lease rental; (o) 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 with a third party) where such depreciation, amortization and interest payments would otherwise have been included in costs of any commercial concessions operated at the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeBuilding; (p) costs incurred by payments for services made to an Affiliate of Landlord due to the violation by Landlord extent such exceed those which would be payable to a third party service provider working pursuant to an arms length agreement; (q) costs of abatement, encapsulation or removal of asbestos or any tenant of the terms and conditions of any lease of space Hazardous Substances for which Tenant has no responsibility under this Lease; (r) Landlord's costs in selling or financing the Project; (qs) overhead and profit increment paid costs to Landlord or to subsidiaries or affiliates correct violations of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage Governmental Requirements existing as of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expendituresCommencement Date; (t) electric power costs for which any tenant directly contracts with the local public service company;arising from Landlord's negligence or willful misconduct; and (u) tax penalties costs to acquire adjacent or other real property, to acquire development rights, or the expand the Project. It is the intent of the parties that Tenant shall not be required to make duplicate payments of any item of Operating Costs, so that to the extent incurred Landlord is reimbursed separately for any item of Operating Costs, such item shall not be included as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos duplicate payment in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsOperating Costs payable by Tenant. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (ai) costs of alterations installing leasehold improvements for tenants or occupants or prospective tenants or occupants of tenant premisesthe Project; (b) costs of capital improvements other than the Capital Reserve Amount; (cii) interest and principal payments on mortgages or any other debt costscosts (except as provided in Section 2.3(a) above with regard to Included Capital Items), or rental payments on any ground lease of the Project; (diii) real estate brokers’ leasing commissions; (eiv) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (fv) any cost or expenditure for which Landlord is reimbursedreimbursed (or would have been reimbursed had Landlord maintained the insurance required to be maintained by Landlord hereunder), by insurance proceeds proceeds, warranties, or otherwise, except by Operating Cost Share Rent; (gvi) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (hvii) depreciationdepreciation (except on any Included Capital Items); (iviii) Operating Cost reserves; (ix) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (jx) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (kxi) legal and auditing fees which are incurred for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.2 above; (lxii) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (mxiii) fines, penalties and interestinterest incurred by Landlord for late payment by Landlord or violations of law; (nxiv) any ground lease rental; (o) 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 with a third party) where such depreciation, amortization and interest payments would otherwise have been included earthquake insurance deductibles in the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant excess of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) commercially reasonable amounts (provided, however, if Landlord provides such parking free that any earthquake insurance deductibles included in Operating Costs shall then be amortized over the estimated useful life of charge to Tenant, these expenses may be included the improvements constructed or restored with the deductible). (xv) any property management fee except as Operating Costs)set forth in Section 2.1(b) above; (sxvi) advertising and promotional expenditures; (t) electric power any costs for incurred in connection with any contamination existing on the Project as of Delivery Date or originating from a source either not located on the Project or which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability is caused or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about contributed by other tenants within the Project; and (w) costs arising from Landlord’s charitable or political contributions. (xxvii) any expense associated costs incurred in connection with the initial construction or maintenance of other portions repair of the Project, until such other portions structural parts of the Project are occupied Building, which structural parts include only the foundation and subflooring of the Building and the structural condition of the roof, and the exterior walls of the Buildings (but excluding the interior surfaces of exterior walls and exterior and interior of all windows (including repairing, resealing or replacing thereof) doors, ceiling and plateglass all of which shall be maintained, repaired and/or replaced by tenants paying rent and operating expenses Tenant pursuant to LandlordSection 3.3).

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rental; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) services provided, taxes attributable to, and costs incurred in connection with the operation of any retail, restaurant, and garage operations in the Project, and any replacement garages or parking facilities and any shuttle services; (v) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (vw) costs arising from the presence of asbestos or PCB’s in or about the Project; and; (wx) costs arising from Landlord’s charitable or political contributions.; and (xy) any expense associated with costs for sculpture, paintings or other subjects of art to the initial construction or extent in excess of customary fees for maintenance of other portions of public amenities in the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlordpublic area.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursedor Sublandlord may be reimbursed by others (e.g., by insurance proceeds proceeds, warranties, or otherwise, except by Operating Cost Share Renttort claims); (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to TenantSubtenant or service to a tenant of the Building which Sublandlord does not make available to Subtenant; (h) depreciation, amortization or expense reserves (except costs of Included Capital Items as provided in Section 2.C(1)); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all Landlord or any part of TaxesSublandlord; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord or Sublandlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalproperty management fee charged by Landlord in excess of one and one/tenths percent (1.1%) of the aggregate monthly Base Rent allocated to the Building which is then being paid by Sublandlord as Tenant under the Master Lease or a management fee charged by Sublandlord in excess of three percent (3%) of the Sublandlord Operating Costs and Taxes (excluding Landlord Operating Costs and Taxes) allocated to the Premises; (o) depreciationany costs incurred in connection with the repair and maintenance of the roof membrane on all of the Buildings in excess of $35,000 per year; provided that (i) the $35,000 cap (“Cap”) shall be increased by four percent (4%) each year (i.e., 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 with a third party) where such depreciation, amortization and interest payments would otherwise have been included $35,000 in the charge for such first year, $36,400 in the second year, $37,856 in the third party’s servicesyear, all as determined $39,370 in accordance with GAAPthe fourth year, consistently applied$40,945 in the fifth year, and when depreciation or amortization is permitted or required$42,583 in the sixth, the item shall be amortized over its reasonably anticipated useful lifeetc.); (p) any costs incurred by Landlord due to in connection with the violation by Landlord or any tenant replacement of the terms and conditions roof membrane of any lease of space in the ProjectBuildings; (q) overhead and profit increment paid to Landlord any costs incurred in connection with the Pre-existing Contamination (as defined in Section 30) or to subsidiaries or affiliates of Landlord for goods and/or services in other contamination originating from a source either not located on the Project to the extent same exceeds the costs of such goods and/or services rendered or which is caused by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about tenants within the Project; and (w) costs arising from Landlord’s charitable or political contributions. (xr) any expense associated costs incurred in connection with the initial construction or maintenance of other portions repair of the Project, until such other portions structural parts of the Project are occupied Buildings, which structural parts include only the foundation and subflooring of the Buildings and the structural condition of the roof (except as provided in subsection (o) above), and the exterior walls of the Buildings (but excluding the interior surfaces of exterior walls and exterior and interior of all windows (including repairing, resealing or replacing thereof), doors, ceiling and plateglass all of which shall be maintained, repaired and/or replaced by tenants paying rent and operating expenses Subtenant pursuant to LandlordSection 8).

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costscosts (except to the extent otherwise permitted by this Lease), or rental payments on any ground lease of the ProjectProject (except to the extent such rental represents the payment of taxes and insurance); (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for the repair or replacement of any item which is covered under a warranty or for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service or work furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation and amortization (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Project, including costs to correct any violation (not caused by Tenant, its employees or agents) of any Legal Requirement which was in effect at the completion of such construction (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications), and costs of tools and equipment used in the initial construction of the Project; (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interestinterest (except to the extent otherwise expressly permitted by this Lease); (n) any ground lease rentalcosts representing any amount paid to Landlord, or to any person, firm, or entity related to Landlord, for services and materials to the extent such amount exceeds the amount that would be paid for such services or materials at the then existing market rates to an unrelated person, firm or corporation; (o) depreciation, amortization and interest payments (except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased the cost of repairs incurred 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 reason of fire or other casualty or by the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeexercise of eminent domain; (p) estate, inheritance, gift, transfer, net worth, intangibles, franchise and income taxes of Landlord (but in no event shall this subsection exclude rent taxes, business license taxes, or any net worth, franchise or income tax assessment, tax, levy, imposition or charge in lieu of or in addition to real estate taxes); (q) compensation paid to officers and executives of Landlord above the level of senior property manager or controller (but it is understood that the on-site building manager and other on-site employees below the grade of building manager may carry a title such as vice president and the salaries and related benefits of these officers/employees of Landlord would be allowable Operating Costs under this Lease); (r) costs incurred by Landlord due to solely as a result of the violation by Landlord or any tenant of the terms and conditions of any lease of space lease, provided such costs would not otherwise be incurred in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs absence of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage violation of the Project and/or all fees paid to terms and conditions of any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs)lease; (s) advertising and promotional expenditures;costs incurred to remove or encapsulate asbestos or other Hazardous Substances; and (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligenceacquiring sculptures, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence paintings and other objects of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsart. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) costs incurred by Landlord in connection with the negotiation of any tenant lease in the Project, including but not limited to real estate brokers’ leasing commissionscommissions and legal fees; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalcosts or expenses incurred in conjunction with removal, enclosure, and capsulation or other handling of Hazardous Substances; (o) 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 with a third party) where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third partyor its agent’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifecorporate overhead; (p) Increased insurance costs incurred caused by Landlord due to the violation by Landlord or any another tenant of the terms and conditions of any lease of space in the ProjectBuilding; (q) overhead Cost of installing, operating and profit increment paid to Landlord maintaining any specialty services such as newsstand, club, or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basissandwich shop; (r) Costs of any compensation paid to clerks, attendants work or services performed on any facility other persons in commercial concessions operated by Landlord or in than located at the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs);Project; and, (s) advertising Costs of advertising, tenant gifts and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionspromotions. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Notwithstanding anything to the contrary herein, Operating Costs shall not includeinclude any of the following: (ai) costs of alterations installing leasehold improvements for tenants or occupants or prospective tenants or occupants of tenant premisesthe Project; (bii) costs the cost of capital improvements other than decorating, improving for tenant occupancy, painting or redecorating portions of the Capital Reserve AmountBuilding to be demised to tenants, including permit, license and inspection costs; (ciii) interest and principal payments on mortgages or any other debt costscosts (except as provided in Section 2.3(a) above with regard to Included Capital Items), or rental payments on any ground lease of the Project; (div) real estate brokers’ leasing commissions, costs and other fees in lieu of commissions; (ev) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (fvi) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (gvii) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (hviii) depreciation; depreciation (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or on any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specificationsIncluded Capital Items); (kix) legal and auditing fees which are incurred for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.2 above; (lx) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (mxi) fines, penalties and interest; (n) any ground lease rental; (o) depreciationpenalties, amortization costs, expenses, attorneys’ fees and interest payments (except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased incurred by Landlord to enable the extent resulting from violations by 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 of the terms of any lease in the charge for such third partyProject, late payment by Landlord or Landlord’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, violations of law (except to the item extent the same shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord act or any tenant omission of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (sxii) advertising and promotional expenditures; (t) electric costs of electrical power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to company or for which any tenant is separately metered or submetered and pays Landlord directly; provided, however, that if any tenant in the extent incurred as a result of Landlord’s negligence, inability Building contracts directly for electrical power service or unwillingness to make payments and/or to file is separately metered or submetered during any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions. (x) any expense associated with the initial construction or maintenance of other portions portion of the Projectrelevant period, until the total electric power costs for the Building shall be “grossed up” to reflect what those costs would have been had such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.not directly contracted for such service or been separately metered or submetered;

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursedreimbursed (or would have been had Landlord maintained the insurance required to be maintained by Landlord hereunder), by insurance proceeds proceeds, warranties, tort claims or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciation, amortization or expense reserves (except on any Included Capital Items as provided in Section 2.C(l)); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, . maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalproperty management fee in excess of two percent (2%) of the aggregate monthly Base Rent then being paid by Tenant hereunder; (o) depreciation, amortization and interest payments any costs incurred in connection with Prior Contamination (except as provided herein and except defined in Section 29) or other contamination originating from a source either not located on materials, tools, supplies and vendor-type equipment purchased the Project or which is caused or contributed 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 other tenants within the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeProject; (p) any costs incurred by Landlord due to in connection with the violation by Landlord or any tenant repair of the terms structural parts of the Building, which structural parts include only the foundation and conditions subflooring of any lease the Building and the structural condition of space in the Project;roof, and the exterior walls of the Buildings (but excluding the interior surfaces of exterior walls and exterior and interior of all windows (including repairing, resealing or replacing thereof) doors, ceiling and plateglass all of which shall be maintained, repaired and/or replaced by Tenant pursuant to Section 8); and (qi) overhead and profit increment paid to Landlord or to subsidiaries or affiliates earthquake insurance deductibles in excess of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) commercially reasonable amounts (provided, however, if Landlord provides such parking free that any earthquake insurance deductibles included in Operating Costs shall then be amortized over the estimated useful life of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts the improvements constructed or restored with the local public service company; deductible), and (uii) tax penalties earthquake insurance premiums, to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsnot available at commercially reasonable rates. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs Costs of alterations of tenant premises; (b) costs of capital improvements other than the Capital Reserve Amount; (c) interest and principal payments on mortgages or any other debt costsdecorating, redecorating, special cleaning, or rental payments other services provided to specific tenants and not provided on any ground lease a regular basis to tenants of the Project; (b) Wages, salaries, fees and fringe benefits paid to executive personnel, marketing personnel, or officers or partners of Landlord above the title of a property manager directly responsible for the Project; (c) Any charge for depreciation of the Building or equipment and any interest or other financing charge except for Included Capital Items, as described in Section 2C(1) above; (d) real estate brokers’ leasing commissionsAny charge for Landlord's income taxes, profit taxes, franchise taxes, or similar taxes on Landlord's business unless enacted in lieu of included taxes or an increase thereof; (e) legal fees, space planner fees and advertising expenses incurred with regard All costs relating to leasing the Project or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant activities of the Project which Landlord does not make available to Tenant; (h) depreciation; (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu solicitation and execution of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (m) fines, penalties and interest; (n) any ground lease rental; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease leases of space in the Project; (qf) overhead All costs for which Tenant or any other tenant in the Building is being charged other than pursuant to the operating expense clause in such tenant's lease with Landlord; (g) The cost of capital expenditures incurred in correcting defects in the construction of the Building or in the Building equipment, except that conditions (not occasioned by construction defects) resulting from ordinary wear and profit increment tear will not be deemed defects for the purpose of this item; (h) The cost of any repair made by Landlord because of the total or partial destruction of the Building or the condemnation of a portion of the Building; (i) Any increase in insurance premiums to the extent that such increase is caused or attributable to the use, occupancy, or act of another tenant other than office or related uses; (j) The cost of any items for which Landlord is reimbursed by insurance or otherwise compensated by tenants of the Building pursuant to lease clauses similar to this paragraph; (k) The cost of any additions or capital improvements to the Building subsequent to the date of original construction other than amortization of Included Capital Items; (l) The cost of any repairs, alterations, additions, changes, replacements, and other items which under generally accepted accounting principles are properly classified as capital expenditures, but only to the extent they upgrade or improve the Building as opposed to replace existing items which have worn out, and other than amortization of Included Capital Items; (m) The cost of capital expenditures for any removal, treatment or abatement of asbestos or any other Hazardous Substance or gas in the Building; (n) Any operating expense representing an amount paid to Landlord a related corporation, entity, or to subsidiaries or affiliates person which is not competitive with the amount which would be paid in the absence of Landlord for goods and/or services such relationship; (o) The cost of alterations of space in the Project for lease to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Projecttenants; and (wp) costs arising from Landlord’s charitable Ground rent or political contributions. (x) any expense associated with the initial construction or maintenance of other portions similar payments by Landlord to a ground lessor of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs Costs of alterations of tenant premises; (b) costs of capital improvements other than the Capital Reserve Amount; (c) interest and principal payments on mortgages or any other debt costsdecorating, redecorating, special cleaning, or rental payments other services provided to specific tenants and not provided on any ground lease a regular basis to tenants of the Project; (b) Wages, salaries, fees and fringe benefits paid to executive personnel, marketing personnel, or officers or partners of Landlord above the title of a property manager directly responsible for the Project; (c) Any charge for depreciation of the Building or equipment and any interest or other financing charge except for Included Capital Items, as described in Section 2C(1) above; (d) real estate brokers’ leasing commissionsAny charge for Landlord’s income taxes, profit taxes, franchise taxes, or similar taxes on Landlord’s business unless enacted in lieu of included taxes or an increase thereof; (e) legal fees, space planner fees and advertising expenses incurred with regard All costs relating to leasing the Project or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant activities of the Project which Landlord does not make available to Tenant; (h) depreciation; (i) franchise or income taxes imposed upon Landlordsolicitation, except to the extent imposed in lieu inducements, free rent and execution of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (m) fines, penalties and interest; (n) any ground lease rental; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease leases of space in the Project; (qf) overhead All costs for which Tenant or any other tenant in the Building is being charged directly other than pursuant to the operating expense clause in such tenant’s lease with Landlord; (g) The cost of capital expenditures incurred in correcting defects in the construction of the Building or in the Building equipment, except that conditions (not occasioned by construction defects) resulting from ordinary wear and profit increment tear will not be deemed defects for the purpose of this item; (h) The cost of any repair made by Landlord because of the total or partial destruction of the Building or the condemnation of a portion of the Building; (i) Any increase in insurance premiums to the extent that such increase is caused or attributable to the use, occupancy, or act of another tenant other than office or related uses; (j) The cost of any items for which Landlord is reimbursed by insurance or otherwise compensated by tenants of the Building pursuant to lease clauses similar to this paragraph; (k) The cost of any additions or capital improvements to the Building subsequent to the date of original construction other than amortization of Included Capital Items; (l) The cost of any repairs, alterations, additions, changes, replacements, and other items which under generally accepted accounting principles are properly classified as capital expenditures, but only to the extent they upgrade or improve the operation of the Building as opposed to replace existing items which have worn out, and other than amortization of Included Capital Items; (m) The cost of capital expenditures for any removal, treatment or abatement of asbestos or any other Hazardous Substance or gas in the Building; (n) Any operating expense representing an amount paid to Landlord a related corporation, entity, or to subsidiaries or affiliates person which is not competitive with the amount which would be paid in the absence of Landlord for goods and/or services such relationship; (o) The cost of alterations of space in the Project for lease to other tenants; (p) Payments of principal, interest, loan fees, penalties and other costs relating to the mortgage or and loans of Landlord and ground rent or similar payments by Landlord to a ground lessor of the Project; (q) Costs incurred by Landlord, including compensation paid to employees, in the operation of revenue-generating enterprises or other concessions within the Project (except that costs associated with any amenities that are made available to tenants of the Project at no cost may be included in Operating Costs to the extent same exceeds the such costs of such goods and/or services rendered by unaffiliated third parties on a competitive basisexceed generated revenues); (r) any compensation paid Losses due to clerks, attendants uncollected rent or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs);and reserves for bad debts; and (s) advertising and promotional expenditures; (t) electric power Any penalties or costs for which any tenant directly contracts with the local public service company; (u) tax penalties incurred by Landlord due to the extent incurred as a result negligence of Landlord’s negligence, inability or unwillingness to make payments and/or to file its agents, contractors or any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsthird party. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations capital improvements other than Included Capital Items (including, without limitation, a parking structure not included in the Shell Improvements (as defined in Appendix C) and the original construction of tenant premisesthe Common Areas by Landlord); (b) costs of capital improvements other than the Capital Reserve Amount; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (dc) real estate brokers’ ' leasing commissions; (ed) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof;, (fe) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (gf) depreciation (without limiting the cost provisions of any service furnished Section 2(C)(2) with respect to any office tenant the amortization of the Project which Landlord does not make available to TenantIncluded Capital Items as provided therein); (h) depreciation; (ig) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (jh) costs of correcting defects in construction of the Project(as Building or Project (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Building or Project in light of their specifications); (ki) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (lj) the wages and benefits of any employee for services not related directly to the management, maintenance, operation and repair of the Project, and management fees in excess of the Property Manager's Fee (as defined in Section 2(C)(5)); (mk) fines, penalties and interest; (n) any ground lease rental; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (pl) costs incurred by Landlord due to the violation by Landlord maintain, improve, replace or any tenant repair structural (load bearing) components, foundations and roof structure (excluding roof membrane) of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the ProjectBuilding; and (wm) costs arising from Landlord’s charitable of insurance carried by Landlord (a) for any type of insurance which is not set forth on Appendix H attached hereto, or political contributions. (xb) with respect to any expense associated with the initial construction or maintenance type of other portions insurance set forth on Appendix H, for policy limits in excess of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlordpolicy limits set forth on Appendix H attached hereto.

Excluded Operating Costs. Operating Costs shall not include: (a) costs including permit, license and inspection costs, incurred with respect to the installation of alterations tenants' or other occupants' improvements in the Buildings or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of tenant premisesthe Buildings; (b) costs the cost of capital improvements any repairs, alterations, additions, changes, tools, equipment replacements and the like which under generally accepted accounting principles and practices are properly classified as Capital Items other than the Included Capital Reserve AmountItems; (c) interest interest, principal, points and principal fee payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Buildings or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service or other benefit furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxesground lease rental; (j) costs of correcting defects in construction of the Project(as Buildings (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Buildings in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuildings; (m) fines, penalties and interest; (n) the costs of painting, decorating or making alterations exclusively benefiting the Premises or the premises of other tenants of the Buildings, or the cost of any ground work furnished by Landlord without charge as an inducement for a tenant to lease rentalspace (i.e., free rent, improvement allowances); (o) depreciationthe cost of constructing, amortization and interest payments (except installing, operating or maintaining any special service or facility such as provided herein and except on materialsan observatory, toolsbroadcasting facility, 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 depreciationluncheon club, amortization and interest payments would otherwise have been included in the charge for such third party’s servicesathletic or recreational club, all as determined in accordance with GAAP, consistently applied, and when depreciation cafeteria or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifedining facility; (p) costs incurred expenditures for repairs or maintenance which are covered by Landlord due warranties, guarantees or service contracts (but shall include the cost of any such service contracts), to the violation by extent that Landlord has received or any tenant will receive the benefit of such warranties or guarantees. Landlord agrees to use commercially reasonable efforts to enforce the terms of all such warranties and conditions of any lease of space in the Projectguarantees; (q) overhead and profit increment paid to Landlord bad debt loss, rent loss or to subsidiaries reserves for bad debt or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basisrent loss; (r) any compensation paid to clerksLandlord's general corporate overhead and general and administrative expenses, attendants or other persons except as set forth in commercial concessions operated by Landlord or in the parking garage Item 4 of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs)Schedule; (s) advertising and promotional expenditurescosts occasioned by the violation of law by Landlord, any other tenant, or their respective agents, officers, employees or contractors; (t) electric power costs for which any tenant directly contracts with the local public service companyarising from Landlord's charitable or political contributions; (u) tax penalties costs of services to the extent incurred as a result they are materially and substantially in excess of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when duecompetitive market rates for such services; (v) costs arising from to the presence extent Tenant leases only the first floor in either Building, the cost of asbestos in or about repair and maintenance of the Projectelevator; and (w) costs arising from Landlord’s charitable or political contributionsfor which Landlord has been compensated by a management fee. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include:include (“Excluded Operating Costs”): (a1) allowances, concessions and other costs of alterations of tenant premisesleased premises and/or renovating or otherwise improving space for specific current or future occupants of the Building or vacant leasable space in the Building; (b2) costs of initial construction of the Building, and the costs of capital improvements other than the Qualified Capital Reserve AmountExpenses; (c3) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d4) real estate brokers’ leasing commissionscommissions or any fee in lieu of such commission or any other cost incurred in procuring tenants and/or in the leasing, marketing and/or promotion of the Building to tenants of the Building and/or prospective tenants; (e5) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f6) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwiseotherwise (or would be entitled to reimbursement had Landlord been in compliance with its insurance obligations hereunder and/or had submitted a claim to is insurer), except by Operating Cost Share Rent; (g7) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciation8) depreciation (except on any Qualified Capital Expenses); (i9) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k10) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2D(2) above; (l11) compensation paid to officers and executives of Landlord and the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding or for any employee above the grade of property manager; (m12) fines, late fees penalties and interest; (n13) any ground lease rentalcollection costs and legal fees paid in disputes with tenants including, but not limited to, legal expenses for services, other than those that benefit the tenants of the Building generally; (o14) depreciation, amortization costs to maintain and interest payments operate the entity that is Landlord (except as provided herein opposed to operation and except on 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 maintenance of the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeProject); (p15) governmental charges, impositions, penalties or any other costs incurred by Landlord due in order to the violation by Landlord clean up, remediate, remove or xxxxx any tenant of the terms and conditions of any lease of space in the ProjectHazardous Materials; (q16) overhead and profit increment paid bad debt loss, or reserves of any kind, including, but not limited to Landlord reserves for bad debt, rent loss or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basiscapital items; (r17) repairs, alterations, additions, improvements, replacements made to rectify or correct any defect in the design, materials or workmanship of the Building, the Project, or the Land; (18) the cost of any special work or service performed for any tenant (including Tenant) at such tenant’s cost, including utilities charged to individual tenants (including Tenant) and after hours HVAC; (19) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord (including compensation paid to clerks, attendants or other persons in connection with the parking garage operations of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating CostsBuilding Parking Garage); (s20) advertising and promotional expendituresamounts paid to any party, including a division or affiliate of Landlord, providing materials, services, labor, or equipment to the extent that such amounts exceed the competitive costs of such materials, services, labor or equipment when provided by an independent party in an arm’s-length transaction; (t21) electric power costs for which any tenant directly contracts with the local public service companyto maintain a marketing office; (u22) tax penalties rental payments for base building equipment such as HVAC equipment and elevators (excluding EMS monitoring equipment); (23) any expenses for repairs or maintenance which are covered by warranties and service contracts, to the extent incurred as a result of such maintenance and repairs are made at no cost to Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v24) political contributions; (25) charitable contributions, contributions to civic organizations and entertainment charges (except for entertainment made available to all of the tenants of the Building generally), unless approved in writing by Tenant; (26) all acquisition costs arising from for sculptures, paintings or other works of art; (27) the presence cost of asbestos in any repairs occasioned by eminent domain, whether or about not covered by the Projecteminent domain award; and (w28) costs arising from Landlord’s charitable premiums for terrorism or political contributionsearthquake insurance. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of improvements or alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Property or Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Property or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office other tenant of the Project Property which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building or Property (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building or Property in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectProperty and wages and expenses or for management in excess of the management fee provided in 2.C.1; (m) fines, penalties and interest; (n) any ground lease rentalattorney’s fees and other costs and expenses incurred in connection with negotiations or disputes with prospective tenants, tenants or other occupants of the Property; (o) depreciationdamage and repairs necessitated by the negligence or willful misconduct of Landlord or Landlord’s employees, 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 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 GAAP, consistently applied, and when depreciation contractors or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeagents; (p) personal property taxes payable by any other occupant of the Property; (q) costs incurred by Landlord due to the a violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord Building or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basisProperty; (r) any compensation paid rentals and other related expenses (other than taxes and insurance) incurred in leasing equipment ordinarily considered to clerksbe of a capital nature, attendants except equipment that is presently leased for use in, or other persons providing services to the Property, or that is used in commercial concessions operated by Landlord or in providing security, operational, and maintenance services, and equipment, the parking garage cost of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may which would be included as Operating Costs)an Included Capital Item; (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions.contributions or from costs or fees associated with Landlord’s membership in a trade association; (xt) any expense associated with the initial construction maintenance, improvement, replacement or maintenance of other portions repair of the Project(a) exterior or interior load-bearing walls (except for the surfaces thereof), until such other portions (b) foundations, and (c) roof structure of any building of the Project are occupied Property; (u) wages; fees and administrative costs for the management of the Property in excess of one-and-one-half percent (1½%) of Base Rent; and (v) the costs of electricity used by tenants paying rent Tenant in the Premises which is separately metered to, and operating expenses to paid by, Tenant. Landlord agrees that (i) Landlord shall make no profit from Landlord’s collection of Operating Cost; and (ii) Landlord shall reduce the amount of Operating Costs by any refund Landlord receives in connection with any costs or expenditures previously included in Operating Costs, less any cost incurred by Landlord by obtaining any such refund.

Excluded Operating Costs. Operating Costs shall not include:: ------------------------ (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent, but only to the extent that the cost of any such insurance is included as an Operating Cost. The portion of Landlord's deductible (on a claim by claim basis) which exceeds ten thousand dollars ($10,000.00) shall also be excluded from Operating Costs, except for earthquake insurance, if any, maintained by Landlord as to which only the portion of Landlord's deductible (on a claim by claim basis) above seventy-five thousand dollars ($75,000.00) shall be excluded; (g) the cost of any service materials or services furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (other than on any Included Capital Items and on materials, tools, supplies, and vendor-type equipment purchased by Landlord to enable Landlord to supply services which Landlord may otherwise contract for with third parties, except to the extent amortization of the costs of any of the foregoing has already been included in Operating Costs); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, unlawful detainer actions, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest, except to the extent incurred by Landlord due to Tenant's failure to comply with its obligations under this Lease; (n) any ground lease rentalcosts stated in Operating Costs and Building Operating Costs representing an amount paid to a corporation or entity which is controlled by or under common control with Landlord to the extent in excess of the amount which would be paid in the absence of such relationship (provided that the parties hereby acknowledge that the current seven percent (7%) construction supervision fee and four percent (4%) management fee are acceptable and such fees do not constitute such an excess amount); (o) depreciation, amortization and interest payments (except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased any rent paid by Landlord to enable for a rental office maintained by 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 at the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeProject; (p) costs incurred by Landlord due any management fee paid which exceeds the greater of (i) four percent (4%) of gross revenues (without deduction) generated at the Project or (ii) such other percentage of gross revenues (without deduction) generated at the Project which is a reasonable and customary management fee for first class properties located in the geographic market in which the Project is situated; (q) Landlord's general corporate overhead and general and administrative expenses attributable directly and solely to the violation by administration of Landlord as an entity (as opposed to costs associated with operating the Project), including costs relating to accounting, payroll, legal and computer services which are partially or any tenant of the terms and conditions of any lease of space totally rendered in locations outside the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated Costs and expenses incurred by Landlord or in completing the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs);Renovation Work; and (s) advertising Costs and promotional expenditures; (t) electric power costs for which any tenant directly contracts with expenses incurred by Landlord in causing the local public service company; (u) tax penalties Building to conform as of the Commencement Date to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos Base Building Work described in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions. (x) any expense associated with the initial construction or maintenance of other portions paragraph 6 of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.Tenant Improvement Agreement attached hereto as Appendix C.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation or amortization (except for the amortization allowed for any Included Capital Items pursuant to the first paragraph of Section 2C(l) above); (i) any Taxes included in Tax Share Rent and any franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all Landlord or any part of Taxesother taxes imposed on the income earned by Landlord from all sources; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and 13 replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalleasing commissions, attorneys' fees, costs, disbursements, and other expenses incurred in connection with negotiations or disputes with other tenants in the Project, or in connection with leasing, renovating, or improving space for tenants or other occupants or prospective tenants or other occupants of the Building or Project; (o) depreciation, amortization the cost of any material service sold to or furnished to any tenant (including Tenant) or other occupant for which Landlord is entitled to be reimbursed as an additional charge or rental over and interest payments (except as provided herein above the basic rent and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for escalations payable under the lease 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifetenant; (p) costs incurred by Landlord due expenses in connection with services or other benefits of a type that are not available to the violation by Landlord Tenant but which are furnished to another tenant or any tenant of the terms and conditions of any lease of space occupant in the Building or Project; (q) overhead and profit increment paid costs incurred due to Landlord Landlord's violation of any terms or to subsidiaries conditions of this Lease or affiliates of Landlord for goods and/or services in the Project any other lease relating to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basisBuilding or Project; (r) any compensation overhead profit increments paid to clerks, attendants Landlord's subsidiaries or affiliates for management or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (services on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs the Building or for which any tenant directly contracts with the local public service company; (u) tax penalties supplies or other materials to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from that the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions. (x) any expense associated with the initial construction or maintenance of other portions cost of the Projectservices, until such other portions of supplies or materials unreasonably exceeds the Project are occupied cost that would have been paid had the services, supplies, or materials been provided by tenants paying rent and operating expenses to Landlord.unaffiliated parties on reasonably a competitive basis;

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) estate, inheritance, franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord Landlord, such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) finesmore than $100,000 per year, penalties and interestin cost of repairs or other work occasioned by fire, windstorm, earthquake, flood or other casualty or loss in excess of any insurance proceeds therefor (or, if greater, the proceeds that would have been available had Landlord maintained the insurance required to be maintained by Landlord pursuant to this Lease), or by the exercise of eminent domain; (n) any ground lease rentalwages, salaries and other compensation paid to employees of the Landlord at the Building who are above the level of property manager, subject, however, to Section 4(b) of the Schedule; (o) depreciation, amortization the cost of defending against claims in regard to the existence or release of hazardous substances or materials at the Building and interest payments costs of any clean-up of any such hazardous substances or materials (except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Landlord with respect to enable Landlord those costs for which Tenant is otherwise responsible pursuant 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeexpress terms of this Lease); (p) costs and expenses incurred by Landlord due to in connection with compliance with or the violation by Landlord contesting or any tenant of the terms and conditions settlement of any lease claimed violation of space law or requirements of law, except for any claimed violation of law or requirements of law caused by Tenant. Nothing in this Section 2.C.(2)(p) shall preclude Landlord from including in Operating Expenses any costs or expenses made to keep the ProjectProject in compliance with governmental requirements in effect from time to time; (q) overhead and profit increment paid to Landlord interest, fines, penalties or to subsidiaries or affiliates of damages incurred by Landlord for goods and/or services in late payment of taxes or assessments or under any agreement to which Landlord is a party by reason of the Project to the extent same exceeds the costs breach or default of such goods and/or services rendered by unaffiliated third parties on a competitive basisLandlord; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated amounts received by Landlord or through proceeds of insurance to the extent the proceeds are compensation for expenses which were previously included in the parking garage of the Project and/or all fees paid Building operating costs charged to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs);tenants; and (s) advertising and promotional expenditures; (t) electric power costs all other items for which Tenant or any tenant directly contracts with the local public service company; (u) tax penalties other tenant, occupant or other party compensates Landlord, so that no duplication of payments by Tenant or to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsLandlord shall occur. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include:: ------------------------ (ai) costs of alterations installing leasehold improvements for tenants or occupants or prospective tenants or occupants of tenant premisesthe Project; (b) costs of capital improvements other than the Capital Reserve Amount; (cii) interest and principal payments on mortgages or any other debt costscosts (except as provided in Section 2.3(a) above with regard to Included Capital Items), or rental payments on any ground lease of the Project; (diii) real estate brokers’ ' leasing commissions; (eiv) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (fv) any cost or expenditure for which Landlord is reimbursedreimbursed (or would have been reimbursed had Landlord maintained the insurance required to be maintained by Landlord hereunder), by insurance proceeds proceeds, warranties, or otherwise, except by Operating Cost Share Rent; (gvi) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (hvii) depreciationdepreciation (except on any Included Capital Items); (iviii) Operating Cost reserves; (ix) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (jx) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (kxi) legal and auditing fees which are incurred for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.2 above; (lxii) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (mxiii) fines, penalties and interestinterest incurred by Landlord for late payment by Landlord or violations of law; (nxiv) any ground lease rental; (o) 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 with a third party) where such depreciation, amortization and interest payments would otherwise have been included earthquake insurance deductibles in the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant excess of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) commercially reasonable amounts (provided, however, if Landlord provides such parking free that any earthquake insurance deductibles included in Operating Costs shall then be amortized over the estimated useful life of charge to Tenant, these expenses may be included the improvements constructed or restored with the deductible). (xv) any property management fee except as Operating Costs)set forth in Section 2.1(b) above; (sxvi) advertising and promotional expenditures; (t) electric power any costs for incurred in connection with any contamination existing on the Project as of Delivery Date or originating from a source either not located on the Project or which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability is caused or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about contributed by other tenants within the Project; and (w) costs arising from Landlord’s charitable or political contributions. (xxvii) any expense associated costs incurred in connection with the initial construction or maintenance of other portions repair of the Project, until such other portions structural parts of the Project are occupied Building, which structural parts include only the foundation and subflooring of the Building and the structural condition of the roof, and the exterior walls of the Buildings (but excluding the interior surfaces of exterior walls and exterior and interior of all windows (including repairing, resealing or replacing thereof) doors, ceiling and plateglass all of which shall be maintained, repaired and/or replaced by tenants paying rent and operating expenses Tenant pursuant to LandlordSection 3.3).

Excluded Operating Costs. Operating Costs shall not include:: ------------------------ (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursedreimbursed (or would have been had Landlord maintained the insurance required to be maintained by Landlord hereunder), by insurance proceeds proceeds, warranties, tort claims or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciation, amortization or expense reserves (except on any Included Capital Items as provided in Section 2.C(1)); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rental;property management fee in excess of three percent (3%) of the gross revenues for the Building; and (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) any costs incurred in connection with Pre-existing Contamination (as defined in Section 29) or other contamination originating from a source either not located on the Project or which is caused or contributed by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in other tenants within the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributions. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include:include (“Excluded Operating Costs”): (a1) costs of alterations of tenant leased premises; (b2) costs of initial construction of the Building, and the costs of capital improvements other than the Included Capital Reserve AmountItems; (c3) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d4) real estate brokers’ leasing commissions; (e5) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f6) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwiseotherwise (or would be entitled to reimbursement had Landlord been in compliance with its insurance obligations hereunder and/or had submitted a claim to its insurer), except by Operating Cost Share Rent; (g7) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciation8) depreciation (except on any Included Capital Items); (i9) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k10) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2D(2) above; (l11) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m12) fines, penalties and interest; {W1007584.6} 7 3641172.v9 (13) collection costs and legal fees paid in disputes with tenants; (n14) any ground lease rentalcosts to maintain and operate the entity that is Landlord (as opposed to operation and maintenance of the Project); (o15) depreciationgovernmental charges, amortization and interest payments (except as provided herein and except on materialsimpositions, tools, supplies and vendor-type equipment purchased penalties or any other costs incurred by Landlord in order to enable Landlord clean up, remediate, remove or xxxxx any Hazardous Materials if such Hazardous Materials were installed or deposited in or on the Project (a) prior to supply services Landlord might otherwise contract for with a third partythe Commencement Date, or (b) where in violation of then applicable law by Landlord, any tenant of the Project, any party expressly permitted by Landlord, or any such depreciation, amortization and interest payments would otherwise have been included tenant to install or deposit such Hazardous Materials in the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeProject; (p16) bad debt loss, or reserves for bad debt or rent loss; (17) Advertising and promotional expenditures, or costs for art; (18) Charitable or political contributions; (19) Costs incurred in connection with the sale or transfer of the Building, or any portion thereof, including, without limitation, transfer taxes, recording fees, title insurance premiums, appraisal costs and escrow fees; (20) Costs of correcting defects in the design or construction of renovations to the Building, or any portion thereof, or the material used in the improvements thereto, provided that for the purposes of this subpart, conditions not occasioned by design or construction defects and resulting from ordinary wear and tear and use shall not be deemed defects; (21) Any amount paid to an owners’ association of which the Building is a part or paid in connection with any covenants, conditions, and restrictions or other title matters affecting Building, if such costs would be excluded from Operating Costs pursuant to other provisions of this Lease; (22) Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a capital improvement not otherwise permitted herein (23) Costs incurred by Landlord due to the violation violations by Landlord or any other tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the ProjectBuilding; and (w24) costs arising from The cost of any action that is specifically Landlord’s charitable expense under this Lease or political contributionsany costs for which Landlord is required to pay or reimburse Tenant. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations installing leasehold improvements for tenants or occupants or prospective tenants or occupants of tenant premisesthe Project; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costscosts (except as provided in Section 2.C(1) above with regard to Included Capital Items), or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise net income (except Rent Tax), capital, stock, succession, transfer, franchise, gift, estate or income taxes inheritance tax imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specifications); (k) legal and auditing fees which are incurred for the benefit of Landlord such as as, but not limited to, collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2.B above; (lk) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Project including executive salaries or salaries of service personnel to the extent that such executives or service personnel perform services other than in connection with the management, operation, repair or maintenance of the Project; (l) fines, penalties and interest incurred by Landlord for late payment by Landlord or violations of law; (m) finesthe cost of capital expenditures to correct violations of the Governmental Requirements (including the ADA) existing in the common areas of the Project as of the Commencement Date based on the current interpretation of such Governmental Requirements (including the ADA) by applicable governmental authority(ies) as of the Commencement Date (it being understood that all other costs to bring the Project into compliance with Governmental Requirements [including the ADA] shall be Operating Costs, penalties except for compliance costs that are the responsibility of Tenant pursuant to Sections 7.A and interest7.B below) or Landlord pursuant to Section 7.A; (n) any ground lease rental; (o) depreciationthe cost of abatement or removal of Hazardous Substances in, amortization and interest payments (except as provided herein and except on materialson, 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; provided, however, that the costs of routine monitoring of and testing for Hazardous Substances in, on, or about the Project shall be an Operating Cost; and (wo) costs arising from Landlord’s charitable Reserves for bad debts or political contributionsfor future improvements, repairs, additions, etc. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ ' leasing commissions; (e) legal fees, space planner fees and advertising expenses, or any other expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by tenants, insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office other tenant of the Project Building which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages or any other costs (direct or allocated) of any employee for services not related directly to the management, maintenance, operation and repair of the Project; (m) fines, penalties and interest;; and (n) any ground lease rental; (o) depreciation, amortization and interest payments (except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by in the event Landlord to enable Landlord to supply services Landlord might otherwise contract for contracts with a third party) where such depreciationperson or entity which is affiliated with Landlord for a good or service, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant portion of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same actual cost thereof which exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Project; and (w) costs arising from Landlord’s charitable or political contributionsfair market cost thereof. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.

Excluded Operating Costs. Operating Costs shall not include:: ------------------------ (a1) costs of alterations alterations, renovations, improvements, painting or redecorating of tenant premises; (b2) costs of capital improvements other than the Included Capital Reserve AmountItems; (c3) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d4) promotional, marketing and advertising costs, real estate brokers’ ' leasing commissions, all other costs and expenses of letting or reletting space in the Project, costs incurred in connection with disputes with tenants or in preparing, negotiating, or enforcing leases or related agreements, such as guarantees, estoppel certificates, nondisturbance agreements, termination agreements, amendments, subleases, assignments and the like, costs arising from the violation by Landlord or any occupant of the Project of the terms and conditions of any lease or other agreement, and the costs of any rental concessions or buyouts or tenant relocations; (e5) legal fees, fees and space planner fees and advertising expenses incurred with regard to leasing the Project or portions thereoffees; (f6) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds proceeds, warranties, claims or otherwise, except by Operating Cost Share Rent, and costs occasioned by the gross negligence, intentional misconduct, or violating of law by Landlord, or its agents, employees or contractors; (g7) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) 8) depreciation, reserves, and bad debt or rent loss; (i9) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j10) costs incurred in connection with the initial development and construction of the shell and core of the Building and costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specificationsBuilding);; and (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements; (l11) the wages wages, salaries, compensation, benefits, and labor burden of any employee for services not related directly to the management, maintenance, operation and repair of the Project. (12) management fees substantially in excess of the then- market rate fees or charges for similar services to similar buildings in the vicinity; (m13) increases in the cost of insurance directly caused by the activities of any other occupant of the Project; costs incurred to remove or remediate any hazardous material from the Building or Land and any judgements, fines, penalties and interestor other costs incurred in connection with any hazardous material exposure or release; except to the extent caused by Tenant or its agents, employees, contractors, customers or invitees; (n14) any ground lease rentalpolitical and charitable contributions; (o15) depreciationcosts to acquire sculpture, amortization paintings 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful lifeother art objects; (p16) costs damages incurred by Landlord due to the violation by Landlord for any default or breach, hereunder or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord claim, judgment or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (r) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (s) advertising and promotional expenditures; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (v) costs arising from the presence of asbestos in or about the Projectsettlement related thereto; and (w17) costs arising from Landlord’s charitable related in any way to the financing, refinancing, or political contributions. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions sale of the Project are occupied by tenants paying rent and operating expenses to Landlordor any interest therein.

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than the Included Capital Reserve AmountItems; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed or entitled to be reimbursed, by insurance proceeds proceeds, warranties or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation and other “non-cash expense items or amortization (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project in light of their specificationsreplacement); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee above the level of building or property or general manager or otherwise for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalpromotional and advertising expenses; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project; (q) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services on or to the Building to the extent that such costs exceed costs that would have been paid for such services in the Project absence of such relationship; (p) property management fees payable to a property manager, to the extent same exceeds that such fees are in excess of the costs then market rate for such fees for other first-class owner-operated office properties in the north suburban submarket of such goods and/or services rendered by unaffiliated third parties on a competitive basismetropolitan Chicago; (q) salaries and fringe benefits of employees above the grade of general manager; (r) any personal taxes of Landlord for equipment or items not used directly in the operation or maintenance of the Office Park; (s) any cost or expense incurred in connection with the installation, operation or maintenance of conference rooms, athletic facilities, broadcast facilities or other specialty facilities in the Office Park; (t) any expense for which Landlord has otherwise been reimbursed or is entitled to reimbursement; (u) “tenant allowances”, “tenant concessions”, work letters, and other costs or expenses (including permit, license and inspection fees) incurred in completing, fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space for tenants or other occupants of the Building, or vacant, leasable space in the Building, including space planning/interior design fees for same; (v) costs or expenses (including fines, penalties and legal fees) incurred due to the violation by Landlord, its employees, agents and/or contractors, any tenant (other than Tenant) or other occupant of the Project, of any terms and conditions of this Lease or of the leases of other tenants in the Building, and/or of any valid, applicable laws, rules, regulations and codes of any federal, state, county, municipal or other governmental authority having jurisdiction over the Project that would not have been incurred but for such violation by Landlord, its employees, agents, and/or contractors or other tenant or occupant, it being intended that each party shall be responsible for the costs resulting from its own violation of such leases and laws, rules, regulations and codes as such shall pertain to the Project; (w) costs resulting from the willful misconduct of Landlord, its employees, agents and/or contractors; (x) costs related to reporting, documenting, cleanup, remediation, or response of any kind in connection with the use, transportation, storage, generation or release by any person other than Tenant, its agents, employees and invitees, of any Hazardous Substances; (y) costs of Landlord’s general overhead and general administrative expenses (individual, partnership or corporate, as the case may be); (z) compensation paid to clerks, attendants or other persons in commercial concessions (such as a snack bar, restaurant or newsstand), if any, operated by Landlord or in the parking garage any subsidiary or affiliate of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs)Landlord; (saa) advertising rentals and promotional expendituresother related expenses, if any, incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature; (tbb) electric power costs or expenses for which any tenant directly contracts sculpture, paintings or other works of art, including costs incurred with respect to the local public service companypurchase, ownership, leasing, showing, promotion, repair and/or maintenance of such items; (ucc) tax penalties contributions to operating expense reserves; (dd) contributions to charitable and political organizations; (ee) costs incurred in removing the property of former tenants and/or other occupants of the Building; (ff) costs or fees relating to the extent incurred as a result insuring or defense of Landlord’s negligencetitle to or interest in the Building and/or the Land, inability or unwillingness to make payments and/or to file any income tax or informational returns when duepart thereof; (vgg) any bad debt loss, rent loss, or any reserves for bad debt or rent loss; (hh) costs arising from incurred in replacing (but not the presence costs of asbestos normal repair and maintenance to) any structural components of the Building, such as the roof, or Building central systems and equipment such as chillers and condensers; (ii) costs incurred in refurbishing (but not the costs of normal repair and maintenance to) the lobby areas or about other common areas of the ProjectBuilding; and (w) costs arising from Landlord’s charitable or political contributions. (xjj) any item of cost or expense associated with the initial construction which this Lease provides shall be borne or maintenance of other portions of the Project, until such other portions of the Project are occupied paid by tenants paying rent Landlord at its sole cost and operating expenses to Landlord.expense;

Excluded Operating Costs. Operating Costs shall not include: (a) costs of alterations of tenant premises; (b) costs of capital improvements other than Included Capital Items or the Capital Reserve Amountrental of any such items which, if purchased, would constitute capital improvements excluded hereby; (c) interest and principal payments on mortgages or any other debt costs, or rental payments on any ground lease of the Project; (d) real estate brokers’ leasing commissions; (e) legal fees, space planner fees and advertising expenses incurred with regard to leasing the Project Building or portions thereof; (f) any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or otherwise, except by Operating Cost Share Rent; (g) the cost of any service furnished to any office tenant of the Project which Landlord does not make available to Tenant; (h) depreciationdepreciation (except on any Included Capital Items); (i) franchise or income taxes imposed upon Landlord, except to the extent imposed in lieu of all or any part of Taxes; (j) costs of correcting defects in construction of the Project(as Building (as opposed to the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Project Building in light of their specifications); (k) legal and auditing fees which are for the benefit of Landlord such as collecting delinquent rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the preparation of reports required pursuant to Section 2B above; (l) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the ProjectBuilding; (m) fines, penalties and interest; (n) any ground lease rentalmarketing costs; (o) 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 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 GAAP, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (p) costs incurred by Landlord due to the violation by of Landlord or any tenant of the terms and conditions of any lease of space in the ProjectBuilding; (qp) overhead and profit increment paid to Landlord or to its subsidiaries or affiliates of Landlord for goods and/or and or services in to the Project Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (q) landlord’s general corporate overhead and general administrative expenses, as distinguished from the costs of Project operations; (r) advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or any other tenants’ signs; (s) services provided, taxes attributable to, and costs incurred in connection with the operation of any retail or restaurant operations in the Building; (t) tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or file any income tax or informational returns when due; (u) costs arising from the presence of any hazardous materials, substances or wastes introduced by Landlord in or about the Building; (v) costs arising from Landlord’s charitable or political contributions; (w) costs for sculpture, paintings or other objects of art; (x) costs incurred by Landlord for the repair or damage to the Building, to the extent that Landlord is reimbursed by insurance proceeds; (y) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Project and/or all fees paid to any parking facility operator (on or off site) (provided, however, if Landlord provides such parking free of charge to Tenant, these expenses may be included as Operating Costs); (sz) advertising and promotional expenditurescosts already included within another category of Operating Costs; (t) electric power costs for which any tenant directly contracts with the local public service company; (u) tax penalties to the extent incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any income tax or informational returns when due; (vaa) costs arising directly from the presence of asbestos in Landlord’s gross negligence or about the Projectwillful misconduct; and (wbb) costs arising from Landlord’s charitable Costs attributable to any new type or political contributionscategory of Operating Costs (including, without limitation, earthquake and/or flood insurance) to the extent such new type or category of Operating Costs are not included in the Base Year Operating Costs. Any new type or category incurred in the introductory year shall be included in the Base Year Operating Costs for the purpose of calculating Excess Operating Costs in subsequent years. (x) any expense associated with the initial construction or maintenance of other portions of the Project, until such other portions of the Project are occupied by tenants paying rent and operating expenses to Landlord.