Common use of Exclusions from Operating Costs Clause in Contracts

Exclusions from Operating Costs. Operating Costs will not include the following: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, to the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Project.

Exclusions from Operating Costs. Operating Costs will shall not include any of the following: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (db) payments of principal and interest or other debt costs on any mortgages, deeds of trust, ground leases, or other encumbrances on upon the Building; (ec) costs to paintthe cost of preparing, decorate, improving or renovate a specific tenant’s altering space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, for Tenant or benefit generally, any other tenants in the Buildingtenant or occupant; (fd) costs to the cost of any repair, restorerestoration, replacement or replace any item in the Buildingother item, to the extent Landlord is actually reimbursed therefore therefor by proceeds from insuranceinsurance proceeds, warrantiesanother tenant, condemnation, a tenant of the Building warranties or a third partycondemnation proceeds; (ge) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs planners’ fees and advertising or promotional costs incurred by Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building or legal fees incurred in lease disputes with tenants; (f) those operating expenses which relate exclusively to the retail space in the Building; (g) costs incurred in connection with the original construction of the Building; (h) any ground lease rentalbad debt loss, rent loss, or reserves for bad debts or rent loss; (i) the cost expense of any capital improvements made by Landlord extraordinary service provided to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building (but not to Tenant) for which such tenants are separately charged by Landlord”, (j) costs associated with the operation of the entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Building, including limited liability company or Projectpartnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except to the extent that the actions of Tenant may be an issue in such lawsuit), or costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interests in the Building; (k) the portion of the wages and benefits of any employee who does not devote substantially all items of his or her employed time to the Building which relate to the time spent by such employee on matters unrelated to operating, managing or repairing the Building; (I) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building (however, this exclusion shall not encompass any such costs relating to any common areas of the Building or the Garage); (m) the portion, if any, of the cost of any services in the Building which are provided by Landlord or its subsidiaries or affiliates to the extent the cost of such services exceeds the cost of such services as rendered by qualified, first class, unaffiliated third parties on a competitive basis; (n) the cost of all goods and services for which another Tenant or any other tenant of in the Building reimburses Landlord (except through the payment of operating cost pass-throughs) or which Landlord provides selectively to one or more tenants (other than through Operating Costs)Tenant) without reimbursement, but does not offer to Tenant; (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (mo) electric power costs for which any tenant directly contracts with the local public utility serviceservice company; (np) all costs of arising from the Landlord’s political or charitable contributions; (oq) any ground rents or similar payments to a ground lessor; (r) reserves for repairs, maintenance and replacements; (s) costs and expenses incurred in connection with any transfer of an interest in the Building or the Land; (t) costs or expenses necessitated by or resulting from the gross negligence of Landlord, its agents or employees, but only if such costs would not have been incurred but for such gross negligence of Landlord, its agents or employees; (u) interest or penalties arising from by reason of Landlord’s late payment failure to timely pay any Property Taxes or Operating Costs; (v) costs incurred to remove any hazardous or toxic wastes, materials or substances from either the Building or the Land which were present in the Building or the Land on the Delivery Date; (w) costs (including attorneys’ fees) incurred by the Landlord due to the knowing violation by Landlord of the terms and conditions of any lease of space in the Building, but only if such cost would not have been incurred but for such knowing violation by Landlord; (x) costs relating of all sculptures, paintings, and other works of art costing more than $5,000.00 each; and (y) the cost of renting machinery or equipment which, if purchased, would constitute a capital expenditure that is not a permitted Operating Cost, except for (A) items that, if purchased, would constitute Permitted Capital Expenditures, (B) equipment not fixed to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costsBuilding which is used in providing janitorial, feessecurity or other similar services, and charges paid to Landlord or Landlord’s affiliates for services (C) rentals needed in connection with the Building emergencies or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party normal repairs and maintenance of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectpermanent systems.

Exclusions from Operating Costs. For purposes of this Lease, and notwithstanding anything in any other provision of this Lease to the contrary, “Operating Costs will Costs” shall not include the following: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, to the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) : 9.3.1 the cost of any capital improvements made by Landlord to special work or service performed for any tenant (including Tenant) at such tenant’s cost or in excess of the Building and/or ProjectStandard Services including, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) overtime HVAC costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed excess costs are charged separately to other Building tenants; 9.3.2 costs incurred to remedy structural and other latent defects in original construction materials or installations, to pay fines associated with or remedy conditions or improvements not in compliance with applicable laws, statutes, rules, regulations or ordinances of governmental authorities not caused by or through Tenant, or to remove or remediate Hazardous Substances from the charges for comparable services rendered by an unrelated Project not present as a result of the acts or unaffiliated thirty party omissions of comparable skill and competence; Tenant or Tenant’s employees, agents or contractors (q) bad debt lossesexcluding Landlord, rent losses or reserves for same (except for Landlord’s insurance costs relating Contractor or its or their subcontractors or agents when acting on behalf of Tenant in such capacity); 9.3.3 compensation paid to same); (r) entertainment expenses or officers and executives of Landlord; 9.3.4 the cost of gifts any items for which Landlord is reimbursed by insurance, condemnation or otherwise, less any reasonable deductible amount, if any; 9.3.5 the cost of any additions, changes, replacements and other items which are made in order to tenants prepare for a new tenant’s occupancy; 9.3.6 the cost of repairs incurred by reason of fire or employeesother casualty or condemnation to the extent that (a) Landlord is compensated therefor through the proceeds of insurance or condemnation awards, less any reasonable deductible; (sb) costs incurred in connection with the saleLandlord failed to obtain insurance against such fire or casualty, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title if such insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right was required to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred be carried by Landlord in connection with correction under the terms of defects in design and construction this Lease, against a risk of such nature at the Building or Project.time of same; or

Exclusions from Operating Costs. Notwithstanding the foregoing, the total expenses computed for determining the Operating Costs will relating to the Leased Premises shall not include the followinginclude: (ai) original construction costs of any expenses charged or chargeable or directly related to another tenant in the Building because of such tenant’s disproportionate consumption of any utilities or Projectservices (as determined by Landlord) or such tenant’s breach of its lease agreement with Landlord; (bii) principal, escrow deposits, interest, points and fees on any indebtedness or amortization on or for any mortgage encumbering the Real Estate Taxes; Property, or any part thereof, and all and other sums paid on or in respect to any indebtedness (c) depreciation of the Building (except as otherwise provided hereinwhether or not secured by a mortgage); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (eiii) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building of improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generallyalterations of, other tenants space leased to or available for lease to any tenant in the Building; (fiv) costs to repair, restore, and expenses incurred in connection with leasing space in or replace any item in procuring tenants for the Building, to including, without limitation, leasing commissions, advertising and promotional expenses, legal and other professional fees, relocation and build-out allowances and expenses; (v) costs of the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a construction and installation of signs in or on the Building identifying any tenant of the Building or a third party(other than with respect to building directories in the lobby); (gvi) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space of correcting defects in the Building initial construction of the base, shell or core Building, provided that this shall not exclude the cost of normal repair and maintenance expected with respect to tenants or prospective tenants of the construction materials and equipment installed in the Building; (hvii) any ground lease rental; (i) management fees in excess of 3% of the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants gross rentals payable in the Building or Projectfor each calendar year; (kviii) all items or wages, salaries, compensation and benefits of any employees above the level of property manager; (ix) amounts paid to an affiliate to render services for which another tenant of the Building reimburses Landlord (other than through Operating Costsmanagement fees which are subject to the provisions of clause (vii) above), which are in excess of the fair market rate for such services; (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (ux) costs incurred by Landlord in connection with correction removing or remediating the effects of defects in design and construction Hazardous Materials (as hereinafter defined) existing on the Real Property as of the Building date hereof, or Projectplaced on the Real Property by Landlord or any of Landlords employees, agents or contractors; (xi) costs for which Landlord is reimbursed, provided that any costs incurred to obtain such reimbursement may be included in Operating Costs; (xii) charitable and political contributions; (xiii) fines, interest, charges, penalties, damages and other costs incurred by Landlord by reason of any default or late payment by it under any lease or other contract or instrument (regardless of whether or not the payment itself is allowed to be included in Operating Costs), including, without limitation, any legal. and other professional fees paid or incurred in connection therewith; (xiv) costs of repairs and maintenance required as a result of any gross negligence or willful misconduct by Landlord or any of its agents, employees or contractors; (xv) costs of sculpture, paintings, or works of art; and (xvi) that portion of the salaries for on or off site personnel to the extent any of them work for other projects owned by Landlord or the managing agent, which salaries shall be reasonably allocated among all buildings with which the individual is involved.

Exclusions from Operating Costs. Notwithstanding anything to the contrary contained herein, Operating Costs will shall not include any of the following: (ai) original construction costs of the Building or Projectground rent; (bii) Real Estate Taxesinterest and amortization of funds borrowed by Landlord for items other than capital improvements as expressly provided herein; (ciii) depreciation of the Building (except as otherwise provided herein)leasing commissions and advertising and space planning expenses incurred in procuring tenants; (div) payments of principal and interest on any mortgagessalaries, deeds of trustwages, or other encumbrances on compensation paid to employees of Landlord above the Buildinglevel of property manager; (ev) costs to paintof repairs, decoratereplacements or other work occasioned by fire, windstorm or other casualty, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas exercise by Governmental Agencies of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Buildingright of eminent domain, to the extent Landlord is actually reimbursed therefore of any proceeds of insurance or condemnation award received by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third partyLandlord; (gvi) leasing commissions, attorneys’ attorney fees, space planning costs, permitting costsdisbursements and other expenses incurred by Landlord or its agents in connection with negotiations for leases with tenants, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants other occupants or prospective tenants or other occupants of the Building, and similar costs incurred in connection with disputes with and/or enforcement of any leases with tenants, other occupants, or prospective tenants or other occupants of the Building; (hvii) any ground lease rental“tenant allowances,” “tenant concessions” 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, including space planning/interior design fees for same; (iviii) the cost costs of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirementcorrecting defects, including but not limited toany allowance for same, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant construction of the Building (including latent defects) or equipment used therein, except that conditions resulting from ordinary wear and tear and not occasioned by construction defects shall not be deemed defects for purposes of this category; (ix) depreciation; (x) costs of a capital nature, except as provided for in item (u) above; (xi) costs in connection with services (including electricity) or other benefits of a type which are not standard for the Building and which are not available to Tenant without specific charge therefor, but which are provided to another tenant or occupant of the Building, whether or not such other tenant or occupant is specifically charged therefor by Landlord; (xii) services, items and benefits for which Tenant or any other tenant or occupant of the Building specifically reimburses Landlord (other than through Tenant’s pro rata contribution to Operating Costs)) or for which Tenant or any other tenant or occupant of the Building pays third persons; (lxiii) Landlord’s general corporate overhead penalties for late payment by Landlord provided that the failure of Tenant to make any payment or perform any obligation of Tenant under this Lease is not the cause of such penalty; (xiv) payments of principal, finance charges or interest on debt or amortization on any mortgage, deed of trust or other debt, and rental payments under any ground or underlying lease or leases (except to the extent management/administrative fees are otherwise permitted in this Leasethe same may be made to pay or reimburse or may be measured by, real estate taxes); (mxv) electric power costs except for which any tenant the management fee and as otherwise expressly provided in this Section, Landlord’s general overhead and general administrative expenses (individual, partnership or corporate, as the case may be) not directly contracts related to the management of the Building and not chargeable to Operating Costs of the Building in accordance with the local public utility servicegenerally accepted accounting principles consistently applied; (nxvi) all 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 any subsidiary or affiliate of Landlord; (xvii) advertising and promotional expenses; (xviii) contributions to charitable organizations; (xix) costs or fees relating to the defense of Landlord’s political title to or charitable contributionsinterest in the Building; and (oxx) interest or penalties arising from Landlord’s late payment payments in respect of any costs relating profit to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid parties related to Landlord for supplies or Landlord’s affiliates for services in connection with the Building or Project materials to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or that the cost of gifts to tenants such supplies or employeesmaterials exceed the cost that would have been paid had such supplies or materials been provided by parties unaffiliated with the Landlord on a competitive basis; (sxxi) costs incurred in connection with directly resulting from the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agentsLandlord; and (uxxii) costs incurred by of curing any violation of law which Landlord in connection with correction of defects in design and construction is obligated to cure as of the Building or Projectdate of this Lease.

Exclusions from Operating Costs. Notwithstanding anything to the contrary contained herein, Operating Costs will shall not include any of the following: (ai) original construction costs of the Building or Projectground rent; (bii) Real Estate Taxesinterest and amortization of funds borrowed by Landlord for items other than capital improvements; (ciii) depreciation of the Building (except as otherwise provided herein)leasing commissions and advertising and space planning expenses incurred in procuring tenants; (div) payments of principal and interest on any mortgagessalaries, deeds of trustwages, or other encumbrances on the Buildingcompensation paid to officers or executives of Landlord in their capacities as officers and executives; (ev) costs to paintof repairs, decoratereplacements or other work occasioned by fire, windstorm or other casualty, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas exercise by Governmental Agencies of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Buildingright of eminent domain, to the extent Landlord is actually reimbursed therefore of any proceeds of insurance received by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third partyLandlord; (gvi) leasing commissions, attorneys’ attorney fees, space planning costs, permitting costsdisbursements and other expenses incurred by Landlord or its agents in connection with negotiations for leases with tenants, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants other occupants or prospective tenants or other occupants of the Building, and similar costs incurred in connection with disputes with and/or enforcement of any leases with tenants, other occupants, or prospective tenants or other occupants of the Building; (hvii) any ground lease rental“tenant allowances,” “tenant concessions” 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, including space planning/interior design fees for same; (iviii) the cost costs of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirementcorrecting defects, including but not limited toany allowance for same, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant construction of the Building (including latent defects) or equipment used therein, except that conditions resulting from ordinary wear and tear and not occasioned by construction defects shall not be deemed defects for purposes of this category; (ix) depreciation; (x) costs of a capital nature, except as provided for in item (w) above; (xi) costs in connection with services (including electricity) or other benefits of a type which are not standard for the Building and which are not available to Tenant without specific charge therefor, but which are provided to another tenant or occupant of the Building, whether or not such other tenant or occupant is specifically charged therefor by Landlord; (xii) services, items and benefits for which Tenant or any other tenant or occupant of the Building specifically reimburses Landlord (other than through Tenant’s pro rata contribution to Operating Costs)) or for which Tenant or any other tenant or occupant of the Building pays third persons; (lxiii) Landlord’s general corporate overhead penalties for late payment by Landlord provided that the failure of Tenant to make any payment or perform any obligation of Tenant under this Lease is not the cause of such penalty; (xiv) payments of principal, finance charges or interest on debt or amortization on any mortgage, deed of trust or other debt, and rental payments under any ground or underlying lease or leases (except to the extent management/administrative fees are otherwise permitted in this Leasethe same may be made to pay or reimburse or may be measured by, real estate taxes); (mxv) electric power costs except for which any tenant the management fee and as otherwise expressly provided in this Section, Landlord’s general overhead and general administrative expenses (individual, partnership or corporate, as the case may be) not directly contracts related to the management of the Building and not chargeable to Operating Costs of the Building in accordance with the local public utility servicegenerally accepted accounting principles consistently applied; (nxvi) all 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 any subsidiary or affiliate of Landlord; (xvii) advertising and promotional expenses; (xviii) contributions to charitable organizations; (xix) costs or fees relating to the defense of Landlord’s political title to or charitable contributionsinterest in the Building; and (oxx) interest or penalties arising from Landlord’s late payment payments in respect of any costs relating profit to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid parties related to Landlord for supplies or Landlord’s affiliates for services in connection with the Building or Project materials to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or that the cost of gifts to tenants such supplies or employees; (s) costs incurred in connection materials exceed the cost that would have been paid had such supplies or materials been provided by parties unaffiliated with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in Landlord on a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectcompetitive basis.

Exclusions from Operating Costs. Notwithstanding anything to the contrary in the definition of Operating Costs will in the Lease, Operating Costs shall not include the following: , except to the extent specifically permitted by a specific exception to the following: (ai) original construction costs Any ground lease rental; (ii) Costs of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied (“Capital Items”), except for the Permitted Capital Items (as defined in Section 44, number 24); (iii) 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 which is specifically excluded in (ii) above (excluding, however, equipment not affixed to the Building which is used in providing janitorial or Project; similar services); (biv) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the BuildingCosts incurred by Landlord, to the extent that Landlord is actually reimbursed therefore by proceeds from insuranceinsurance or condemnation proceeds; (v) Costs, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costsincluding permit, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees incurred with respect to disputes with the installation of tenant or other tenants occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (vi) Depreciation, amortization and interest payments, except on materials, tools, supplies and equipment purchased by Landlord where each of the following conditions are met: (1) The same is purchased by Landlord to enable Landlord to supply services that Landlord is required to provide to Tenant under the terms of this Lease; (2) Landlord might otherwise contract for such services with a third party under conditions where such depreciation, amortization and interest payments would likely have been included in the charge for such third party’s services; and (3) The item is amortized over the applicable useful life; all as determined in accordance with generally accepted accounting principles, consistently applied. (vii) 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 in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Project; ; (kviii) all items Expenses in connection with services or services other benefits which are not offered to Tenant or for which Tenant is charged for directly, but which are provided to another tenant or occupant of the Project; (ix) Expenses in connection with utilities, services and/or other benefits which arc provided to Tenant or another tenant or occupant of the Building to the extent Tenant or such other tenant or occupant reimburses Landlord for such utilities, services and/or benefits; (x) Attorneys’ fees and other costs incurred by Landlord in litigating or otherwise resolving any dispute with another tenant of the Building reimburses over any alleged violation by Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which or any tenant directly contracts with of the local public utility service; (n) all costs Building of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment the terms and conditions of any costs relating lease to which it is a party and covering space in the Project Building; (unless resulting from Tenant’s late payment to Landlord); (pxi) costs, fees, Overhead and charges profit increment paid to Landlord or Landlord’s to subsidiaries or affiliates of Landlord for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services of equal quality rendered by unaffiliated third parties on a competitive basis; (xii) Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Project; (xiii) Rentals and other related expenses incurred in leasing HVAC systems, elevators or other equipment ordinarily considered to be Capital Items, except for any of the following: (1) expenses in connection with making repairs on or keeping Building Systems in operation while repairs are being made; (2) costs of equipment not affixed to the Building which is used in providing janitorial or Project similar services; and (3) to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; permitted in (qii) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Project.above;

Exclusions from Operating Costs. Operating Costs will shall not include the following: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (db) payments of principal and interest or other debt costs on any mortgages, deeds of trust, trust or other encumbrances on upon the Building; (ec) costs to paintthe cost of preparing, decorate, improving or renovate altering space for Tenant or a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (fd) costs to the cost of any repair, restorerestoration, replacement or replace any item in the Buildingother item, to the extent Landlord is actually reimbursed therefore therefor by proceeds from insurance, warrantiesanother tenant, condemnation, a tenant of the Building warranties or a third partycondemnation proceeds; (ge) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs planners’ fees and advertising or promotional and marketing costs incurred by Landlord incurs to lease space in the Building to tenants or prospective tenants of the BuildingBuilding or legal fees incurred in lease disputes with tenants; (f) the cost of enforcing warranties; (g) the cost of all warranties included in contracts for the provision of materials or services to the Property; (h) any ground lease rentalportion of the operating expenses relating exclusively to the retail space; (i) costs incurred in connection with the cost original construction of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement DateBuilding; (j) attorneys’ fees with respect any bad debt loss, rent loss, or reserves for bad debts or rent loss; (k) the expense of extraordinary service provided to disputes with other tenants in the Building which are made available to the tenant at cost or Project; (k) all items or services for which another the tenant of the Building reimburses Landlord (other than through Operating Costs)is separately charged and collected; (l) costs associated with the operation of the business of the partnership of entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Building, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), or costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s general corporate interests in the Building; (m) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Building unless such wages and benefits are prorated to reflect time spent on operating and managing the Building vis-à-vis time spent on matters unrelated to operating and managing the Building; (n) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building (however, this exclusion shall not encompass any of such costs relating to any common areas of the Building or the Garage); (o) overhead (except and profit increment paid to the Landlord or to subsidiaries or affiliates of the Landlord for services in the Building to the extent management/administrative fees are otherwise permitted in this Lease)the same exceeds to the costs of such services rendered by qualified, first class, unaffiliated third parties a competitive basis; (mp) all items and services for which the Tenant or any other tenant in the Building is obligated to reimburse the Landlord or which the Landlord provides selectively to one or more tenants (other than the Tenant) without reimbursement; (q) electric power costs for which any tenant directly contracts with the local public utility serviceservice company and; (nr) all costs of arising from the Landlord’s political or charitable contributions; (os) any ground rents or similar payments to a ground lessor; (t) reserves for repairs, maintenance and replacements; (u) costs associated with installing sprinklers in the Building unless mandated by a change in Government Requirements after the Effective Date; (v) costs and expenses incurred in connection with any transfer of an interest in the Building or the Land; (w) costs of expenses necessitated by or resulting from the gross negligence of Landlord, its agents or employees; (x) interest or penalties arising from by reason of Landlord’s late payment of failure to timely pay any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord)Property Taxes or Operating Expenses; (py) costscosts incurred to remove or remediate any hazardous or toxic wastes, fees, and charges paid to Landlord materials or Landlord’s affiliates for services in connection with substances from either the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated Land; or unaffiliated thirty party of comparable skill and competence; (qz) bad debt losses, rent losses any compensation or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due fees payable to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectthird party Garage Operator.

Exclusions from Operating Costs. Operating Costs will do not include costs for (1) capital improvements made to the following: Building (aexcept capital improvements described in Section 3.2(b)(3) original construction costs above); (2) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (3) interest, principal, amortization or other payments on loans to Landlord, except for interest payments made in connection with Subsection 3.2(b)(3) above; (4) depreciation; (5) real estate brokerage and/or leasing commissions; (6) renovations, alterations or improvements to the space of other tenants or occupants of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s vacant space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f7) costs to repairTaxes; (8) rental under any ground leases; (9) cost of repairs, restore, alterations or replace replacements required as the result of the exercise of any item in the Buildingright of eminent domain, to the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, has received an award; (10) cost of any special service or benefit rendered to a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs which is not rendered generally to lease space in the Building to tenants or prospective tenants of the Building; (h11) any ground lease rentalcosts and expenses incurred in connection with leasing space in the Building, such as tenant allowances, space planner fees, advertising and promotional expenses, and legal fees for the preparation of leases; (i12) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to any leasing office in the Building, rent payable in excess of what is reasonable and customary for similar buildings; (13) court costs and legal fees incurred in connection with disputes with any tenant other tenants in the than violations of Building or Projectrules and regulations; (k14) all items or services for which another tenant costs incurred by reason of the Building reimburses adjudicated violation by Landlord of any lease or other contractual obligations; (15) Landlord's general overhead, except as it relates to management of the Building; (16) payments of any other cost or expense to the extent to which Landlord is paid or reimbursed by any person (other than through reimbursements of Operating CostsCosts and Taxes from tenants in the Building); (l17) Landlord’s general corporate overhead costs of paintings, sculptures and other art work within the Building; (18) any compensation paid to any person or entity controlled directly or indirectly by Landlord or any principal of Landlord but only to the extent such compensation exceeds what would have been earned had such services, supplies or materials been provided on a competitive basis; (19) costs (including, without limitation, attorneys' fees), fines or penalties incurred due to the adjudicated violation by Landlord of applicable laws and regulations; and (20) all expenses related to removal of asbestos from any floor in the Building (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services necessary in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing routine repairs and/or maintenance of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict systems which costs for routine repairs and/or maintenance will not exceed $20,000 in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Projectcalendar year); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Project.

Exclusions from Operating Costs. Operating Costs will shall not include the following: include: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, to the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing original construction of the Building Premises including but not limited to, Owner Administrative Costs as defined in the Development Agreement; (b) routine legal, accounting or Project including brokerage commissionsfinancial fees and costs incurred in administering the terms of the Development Agreement or this Lease; (c) costs arising from Landlord’s political or charitable contributions; (d) fines, consultantspenalties and interest penalties incurred as a result of Xxxxxxxx’s negligence, attorneys’ inability or unwillingness to make payments when due or take such other actions as may be required; (e) principal and/or interest payments required under any debt secured by a mortgage or deed of trust on the Premises; (f) costs and accountants’ expenses incurred in complying with Environmental Laws, except costs or expenses incurred as a result of Tenant activities (as such Environmental Laws exist as of the date of Substantial Completion of the Project); (g) legal fees, closing costs, title insurance costs, transfer taxes accountant’s fees and interest charges other expenses incurred in connection with (i) disputes with Tenant or associated with the enforcement of the terms of this Lease (unless otherwise provided nothing for herein shall limit or restrict in any manner whatsoever to be paid by Xxxxxx); (ii) arising out of Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment violation of the Building terms of this Lease; or Project due (iii) the defense of Landlord’s title to or interest in the sale, transferPremises; (h) cost of any service provided to Tenant for which Landlord is reimbursed, or any other event expense for which results Landlord is or will be reimbursed by another source (i.e., expenses covered by insurance or warranties); (i) fees to Landlord or Developer for goods or services in a reassessment excess of the fees that would typically be charged by unrelated, independent persons or increase in Real Property entities for similar goods and services; (j) Taxes allocable and Utilities paid by the Tenant directly to the Building applicable government authority or Project); (t) damage or repairs needed due utility provider pursuant to the gross provisions of Section 5.4 and Section 6 of this Lease; (k) repairs or replacements made to rectify or correct any latent defect(s) in the original design, materials or workmanship of the Project, as originally constructed; (l) repairs or replacements attributable to fire or other casualty to the extent covered by the proceeds of insurance required hereunder; (m) repairs or replacements necessitated by the negligence or willful misconduct of Landlord Landlord, Landlord’s employees, contractors or its agents; and ; (un) costs losses incurred by Landlord in connection with correction of defects in design and construction under Section 8.01(h) of the Building Indenture or Projectother indemnification obligations of Landlord under the Indenture, the Ground Lease, this Lease or the Development Agreement, or any other agreement related to the Project or the Bonds, which losses shall be made whole for the benefit of the Tenant from Landlord’s own funds; or (o) expenses of security to, or costs of operation and repair of, to the Premises to the extent that the responsibility for such costs and expenses are assumed by Tenant pursuant to Section 10.2(f) below.

Exclusions from Operating Costs. Notwithstanding the foregoing, Operating Costs will not include the following: shall exclude (ai) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Buildingpayments; (eii) all expenses for which Landlord has received reimbursements (other than in the nature of additional Rent) or is not charged, e.g., by reason of a warranty; (iii) costs to paint, decorate, of alterations or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants leased premises of any tenant in the Building; (fiv) costs the cost of correcting defects in the original construction of the Building or to repaircause the Building to be in compliance with applicable codes and Laws in effect prior to the Commencement Date ; (v) penalties or fines imposed upon Landlord or the Building due to the violation of any Laws or failure to timely pay obligations; (vi) real estate broker’s commissions, restoreadvertising and promotional/marketing expenses, attorneys fees, space planning and design fees incurred in leasing or replace any item procuring Tenants for space in the Building; (vii) depreciation and interest payments of the Building or equipment and amortization except as otherwise provided above; (viii) bad debt loss or rent loss; (ix) expenses for repairs occasioned by casualty loss to the extent such expense was required to be covered by insurance required to be maintained by Landlord under this Lease (excluding reasonable deductibles); (x) capital expenditures except as permitted in Section 4.D.(6); (xi) except as specifically included in Operating Costs under Section 4.D.(6), costs of a capital nature, including, without limitation, capital improvements, capital repairs, and capital equipment or other costs required to be capitalized under generally accepted accounting principles; (xii) costs, including insurance premiums (but other than maintenance costs and rental charges), of any art work (such as sculptures, statues, or paintings) used to decorate the Property; (xiii) cost of any repair made by Landlord resulting solely and directly from the negligence or willful misconduct of Landlord, or its employees, contractors or agents; (xiv) expenses and costs associated with services provided to any tenant of the Building with separate charge or credit, to the extent Landlord not provided to Tenant or for which Tenant is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third partyseparately charged; (gxv) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising for electricity or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or utility services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public service company or for above building standard usage of electricity or other utility service; services by such other tenants, (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (sxvi) costs incurred in connection with the sale, financing, financing or refinancing of the Building or Project including brokerage commissionsProperty; (xviii) organizational expenses associated with the creation and operation of the entity which constitutes Landlord; (xvii) labor and employee benefit costs for employees above the grade of property manager, consultants, attorneys’ except that a pro-rated portion of the labor and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever employee benefit costs for the supervisory personnel of Landlord’s right management company may be included in Operating Costs so long as such personnel are directly involved with property management for the Property (it being agreed that such costs shall be prorated to increase Real Property Taxes and/or Tenantthe extent such person performs services with respect to other buildings); (xviii) cost of special cleaning or other services not provided on a regular basis to tenants of the Building; (xix) all costs and expenses of installation and operation of any conference centers, health club, and restaurants in the Property; (xx) cost of structural repairs or replacement, including roof and subsurface/foundation work; (xxi) any Operating Costs representing any amount paid to a related entity or person which is in excess of the amount which would be paid to an unaffiliated party; (xxii) cost of removal, abatement or treatment of asbestos or any other Hazardous Materials in the Property; (xxiii) management fees in excess of 5 % of Base Rent; (xxiv) legal fees and disbursements and other expenses incurred in connection with negotiations or disputes with specific tenants or other occupants or prospective tenants or other occupants, or associated with the enforcement of any leases or the defense of Landlord’s Proportionate Share of Real Property Taxes, due title to any reassessment of or interest in the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project)part thereof; (txxiii) damage or repairs needed due to Landlord’s general entity overhead and general administrative expenses not associated with the gross negligence or willful misconduct of Landlord or its agentsProperty; and (uxxiv) costs incurred by Landlord in connection with correction of defects in design and construction of the providing overtime “HVAC” service to any tenants, i.e., after Building or ProjectStandard Hours.

Exclusions from Operating Costs. Notwithstanding anything to the contrary set forth in the Lease, neither Complex Operating Costs will not nor Building Operating Costs (collectively, "Operating Costs") shall include the following: : (ai) original construction costs of the Building Any ground lease or Project; underlying lease rental; (bii) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal Bad debt expenses and interest interest, principal, points and fees on debts or amortization on any mortgages, deeds of trust, mortgage or other encumbrances on debt instrument encumbering the Building; Complex; (eiii) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, Costs incurred by Landlord to the extent that Landlord is actually reimbursed therefore by insurance proceeds from insuranceor is otherwise reimbursed by third-parties; (iv) Depreciation, warrantiesamortization, condemnationinterest payments, a tenant except as permitted in Sections 3.2.2, and 3.2.3; (v) Advertising and promotional expenditures, and costs of acquisition and maintenance of signs in or on the Building or a third party; Complex, except for common signage; (gvi) leasing Marketing costs, including lease commissions, attorneys’ fees' fees (in connection with the negotiation and preparation of letters of intent, leases, subleases and/or assignments), space planning costs, permitting costs, license and inspection costs, moving other costs and advertising or promotional costs Landlord incurs to lease space expenses incurred in the Building to tenants connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or ProjectComplex, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees costs incurred with respect to disputes with the installation of other tenants in the Building or Project; tenants' improvements; (kvii) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services Expenses in connection with the Building enforcement of Landlord's rights against Tenant or Project other tenants and occupants of the Complex; (viii) Expenses in connection with services or other benefits that are not offered to Tenant or for which Tenant is charged for directly; and (ix) Amounts paid to affiliates or subsidiaries of Landlord for goods or services in the Complex to the extent the same exceeds the costs of such charges exceed the charges for comparable goods and/or services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in third parties on a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectcompetitive basis.

Exclusions from Operating Costs. Notwithstanding the foregoing, Operating Costs will (net of Property Taxes) shall not include any of the following: (a1) original construction capital expenditures, except for those Operating Costs set forth above in the definition of Operating Costs (net of Property Taxes) to the extent such operating Costs (net of Property Taxes) constitute capital expenditures; (2) costs of the Building any special services rendered to individual tenants (including Tenant) (3) painting redecorating or Projectother work which Landlord performs for specific tenants; (b) Real Estate Taxes; (c4) depreciation or amortization of the Building costs required to be capitalized in accordance with generally accepting accounting practices (except as otherwise provided hereinfor those Operating Costs (net of Property Taxes) set forth above in the definition of Operating Costs (net of Property Taxes) to the extent any of such Operating Costs (net of Property Taxes) are required to be capitalized in accordance with generally accepting accounting practices); (d5) payments interest, principal, points and fees on debt or amortization of principal funds borrowed by Landlord, except for items which are otherwise included in Operating Costs (net of Property Taxes) as provided above; (6) leasing commissions, advertising, legal, space planning and interest on any mortgages, deeds of trust, or other encumbrances on construction expenses incurred in procuring tenants for the Building; (e7) costs to paintsalaries, decoratewages, or renovate a specific tenant’s space other compensation paid to officers or executives of Landlord or its property management company in their capacities as officers and executives; (specifically excluding base building improvements and systems and the common areas of the Project)8) any other expenses for which Landlord actually receives direct reimbursement from insurance, unless such items are similarly provided tocondemnation awards, or benefit generallywarranties, other tenants in the Building; (f) costs or any other source but excluding general payments of Additional Rent pursuant to repair, restore, or replace any item in the Building, to the extent Landlord is actually reimbursed therefore this Article 3 by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license Tenant and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective other tenants of the Building; (h9) any net basic rents under ground lease rentalleases; (i10) all costs incurred in the cost initial construction of any capital improvements made the Building; (11) costs directly resulting from the willful misconduct of Landlord, its employees, agents, contractors or employees; (12) costs or fees relating to the defense of Landlord’s title or interest in the Land; (13) costs incurred due to violation by Landlord to of applicable law or the Building and/or Projectterms and conditions of this Lease, unless such violation is caused in whole or capital assets acquired in part by Landlord after the Lease Commencement Date in order to comply with any local, state breach or federal law, ordinance, rule, regulation, code default by Tenant hereunder or order by any other act or omission of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement DateTenant; (j14) attorneys’ fees with respect to disputes with other tenants in renovation of the Building or ProjectLand made necessary by casualty or the exercise of eminent domain, except for any deductible under Landlord’s insurance; (k15) all costs incurred for any items or services for which another tenant to the extent of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead actual recovery under a manufacturer’s, materialmen’s, vendor’s or contractor’s warranty (except to the extent management/administrative fees are otherwise permitted of costs incurred in this Leaseconnection with such recovery); (m16) Property Taxes; (17) Landlord’s general overhead expenses; (18) any penalties or interest expenses incurred because of Landlord’s failure timely to pay any Operating Costs or Property Taxes (unless the same is the result of Tenant’s failure to timely make any payment in respect thereof required hereunder); (19) costs associated with maintaining the entity constituting the Landlord; (20) costs of sale or financing of the Building; (21) costs of repair caused by any casualty or condemnation of the Building (except for any deductible under Landlord’s insurance), irrespective of the amount of insurance proceeds received; (22) above market fees for services provided by any affiliate of Landlord, but only to the extent of the portion thereof which is above market (and, for purposes hereof. Tenant shall have the burden of proving that any such fee is above market based upon comparable first class properties in the Reston, Virginia area); (23) costs incurred to comply with laws relating to the removal of Hazardous Substances which were in existence in the Building or on the Land prior to the Commencement Date (and, for purposes hereof, Tenant shall have the burden of proving that such Hazardous Substances were in existence in the Building or on the Land prior to the Commencement Date), and was of such a nature that a federal, state or municipal governmental authority. If it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions that it then existed in the Building or on the Land, would have then required the removal of such Hazardous Substances or other remedial or containment action with respect thereto; and costs incurred to remove, remedy, contain, or treat Hazardous Substances, which Hazardous Substances are brought into the Building or onto the Land after the date hereof by Landlord and is of such a nature, at that time, that a federal, state or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Substances, in the state, and under the conditions, that it then exists in the Building or on the Land, would have then required the removal of such Hazardous Substances or other remedial or containment action with respect thereto; (24) costs as billed by the utility company for any electric current furnished to any rentable area of the Building for purposes other than the operation of the Building equipment and machinery and the lighting of public toilets, stairways, shaftways, fan rooms and other comparable areas, except that ordinary utilities necessary to heat, cool, and light any vacant rentable area of the Building to the extent necessary to maintain such space shall be included in Operating Costs; (25) allowances, concession, permits, licensees, inspections, and other costs and expenses incurred in completing, fixturing, renovating or otherwise improving, space for tenants (including Tenant), prospective tenants or other occupants or prospective occupants of the Building, or vacant leasable space in the Building or constructing or finishing demising walls and public corridors with respect to any such space whether such work or alteration is performed for the initial occupancy by such tenant or occupant or thereafter; (26) electric power costs for which any tenant directly contracts with the local public utility serviceservice company; (n27) all insurance premiums to the extent the rates of any insurance carried by Landlord has been increased over the regular rate which would otherwise be applicable from time to time to the Building and/or the Land due solely to Landlord’s or any tenant’s hazardous acts beyond those generally associated with the operation of an office building and related facilities; and (28) the amortization of costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment capital improvements to increase the efficiency of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costselectrical, fees, and charges paid to Landlord mechanical or Landlord’s affiliates for services in connection with other system servicing the Building or Project the Land or to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance otherwise reduce operating costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissionsover the amount actually saved as a result of such capital improvement, consultantsas estimated by Landlord in good faith. Except where Landlord determines in its commercially reasonable judgment that it is prudent and beneficial not to do so, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges Landlord shall competitively bid (provided nothing herein shall limit or restrict in any manner whatsoever from time to time at Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of discretion) all services for the Building or Project due to other than (i) utility services, and (ii) property management services. Landlord shall enter into contracts for the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable provision of services to the Building or Project); which are for periods in excess of one (t1) damage or repairs needed due year only where Landlord determines it its commercially reasonable judgment that it is prudent and beneficial to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectdo so.

Exclusions from Operating Costs. The following shall not be charged or included as a part of Operating Costs will Costs: (i) Replacement of capital items (except those expenditures referred to above); (ii) Specific costs billed to and paid by specific tenants or other third parties; (iii) Depreciation; (iv) Principal, interest, and other costs directly related to financing, or ground rents paid with respect to, the Building or Property; (v) The cost of any repairs or maintenance paid by the proceeds of insurance policies carried on the Property or Building; (vi) The wages and salaries of any supervisory or management employee of Landlord not include involved in the following: operation or maintenance of the Property or Building; (avii) original construction costs Legal, accounting and other professional fees incurred by Landlord arising from a sale or financing of the Building or Project; the Property; (bviii) Real Estate Taxes; The cost of membership in any political organization; (cix) depreciation The cost of the Building any political contributions; (except as otherwise provided herein); (dx) payments of principal and interest on any mortgagesBrokerage commissions, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, to the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ legal fees, space planning costsdamages, permitting costs, license and inspection costs, moving costs and advertising other expenses incurred for or promotional costs Landlord incurs in connection with leasing or improving space to lease space in the Building or for or litigating with tenants; (xi) Landlord's cost of electricity or other services sold to tenants for which Landlord is reimbursed under the lease with that tenant; (xii) Costs incurred because Landlord or prospective tenants of the Building; another identified tenant violated any lease; (hxiii) any ground lease rental; (i) the cost of any capital improvements made by Items and services for which Tenant reimburses Landlord or pays third parties or that Landlord provides selectively to the Building and/or Project, one or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other more tenants in the Building other than Tenant in a substantial and material manner without reimbursement or Project; which are provided or performed to a materially greater extent or in a more favorable manner than that available to or furnished to Tenant; (kxiv) all items Costs incurred due to the violation or services failure of Landlord to timely comply with or pay amounts due with respect to any contractual requirement, ordinance, governmental rule, regulation or law; (xv) Costs of any professional or trade groups, except for any costs associated with professional or trade groups which another tenant enhance the qualifications, knowledge or experience related to or which primarily deal with buildings or general commercial real estate of such members, such as, by was of illustration but not limitation, BOMA, IREM and the ULI; (xvi) The portion of any cost paid to an entity affiliated with Landlord for the provision of goods or a service for the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to which is above the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for cost which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges would have been paid to a party not affiliated with Landlord in an arms-length transaction for the provision of similar quality goods or Landlord’s affiliates for services service; (xvii) Advertising and marketing expenditures in connection with the Building or Project leasing of the Building; (xviii) Auditing and legal fees unrelated to the extent such charges exceed the charges determination of Operating Costs for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissionsand each tenant's pro rata share thereof, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes the costs of statements and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right reports rendered to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; partners exclusive of statements and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectreports described above.

Exclusions from Operating Costs. Notwithstanding anything contained herein to the contrary, Operating Costs will shall not include any of the following: (a1) original construction ground rent or similar payments to a ground lessor and the cost of consummating any ground lease; (2) interest and amortization of funds borrowed by Landlord; (3) except as specifically provided in the preceding subparagraph, costs of the Building or Projecta capital nature including capital improvements, capital replacements, capital repairs, capital equipment, capital expenditures, and capital taxes, as determined under Institutional Accounting Practices; (b) Real Estate Taxes; (c4) depreciation of the Building or equipment used in connection therewith; (5) interest, points, fees and amortization or other costs, including legal fees, associated with any mortgage, loan or refinancing of the Building or the Land (except as otherwise provided hereinabove for the amortization of capital improvements); (d6) principal payments of principal mortgage and interest on any mortgages, deeds other non-operating debts of trust, Landlord; (7) the cost of repairs or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, work to the extent Landlord is actually reimbursed therefore by insurance or condemnation proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord parties (other than through Operating Costs); (l8) repairs or other work occasioned by: (a) Landlord’s general corporate overhead fire, windstorm or other casualty of the type which Landlord has insured (except to the extent management/administrative fees are otherwise permitted in this Leasethat Landlord has received insurance proceeds, or would have received insurance proceeds if the insurance required to be maintained by Landlord pursuant to Paragraph 4.15. hereof had been maintained); , or (mb) electric power costs for which any tenant directly contracts with the local public utility service; exercise of the right of eminent domain (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to extent that such repairs or other work are covered by the proceeds of the award, if any, received by Landlord); (p9) costs, fees, and charges paid to Landlord or Landlord’s affiliates costs of electricity and other services sold or provided to tenants in the Building (including Tenant) and for services which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rental or additional base rental payable under the lease with such tenant or with respect to any vacant rentable areas of the Building; (10) the cost in connection with the initial construction of the Building or Project and any costs at any time of any installation and decoration incurred in connection with leasing space in the Building (including the space leased to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill Tenant), including legal fees and competencebrokerage commissions; (q11) bad debt losseslease concessions, rent losses or reserves for same (except for Landlord’s insurance costs relating including rental abatements and construction allowances, granted to same)specific tenants; (r) entertainment expenses or the cost of gifts to tenants or employees; (s12) costs incurred in connection with the sale, financing, financing or refinancing of the Building or Project including brokerage commissions(including, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costswithout limitation, transfer taxes taxes); (13) organizational expenses associated with the creation and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right operation of the entity which constitutes Landlord and all general corporate overhead and general administrative expenses not related to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment the operation of the Building or Project due the Land; (14) any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the sale, transfer, Building under their respective leases; (15) items and services (of a nature or any other event which results in a reassessment quantity) that Landlord provides selectively to one or increase in Real Property Taxes allocable more but less than all tenants of the Building; (16) overhead and profit paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or Project)the Land or for supplies or other materials, to the extent the cost of the services, supplies or materials exceeds the competitive costs of the services, supplies, materials were they not provided by a subsidiary or affiliate; (t17) damage rentals and other related expenses incurred in leasing air conditioning systems, elevators or repairs needed due other equipment ordinarily considered to be of a capital nature other than equipment used in providing janitorial services and not affixed to the gross negligence Building; (18) any costs, fines or willful misconduct penalties incurred because Landlord violated any governmental rule or authority; (19) leasing commissions, legal fees, advertising, space planning expenses, and renovation costs incurred in procuring or retaining tenants; (20) structural repairs to the foundation, walls or roof of the Building; (21) costs relating to the preparation of Landlord’s tax returns; (22) legal fees or similar expenses relating to disputes or negotiations with tenants based on Landlord’s negligent or other tortious conduct, the enforcement of leases, or the securing of defense of Landlord’s title to the Land or the Building; (23) salaries, wages, or other compensation paid to employees above the level of building manager, or to officers or executives of Landlord or its agentsin their capacities as officers and executives; and (u24) costs incurred by Landlord any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Substances (as hereinafter defined) or asbestos in connection with correction or about the Building, the Common Areas or the Land, including, without limitation, Hazardous Substances in the ground water or soil to the extent that the presence of defects in design and construction such Hazardous Substances or asbestos is not a direct result of Tenant’s use or occupancy of the Building or ProjectPremises.

Exclusions from Operating Costs. Notwithstanding anything to the contrary contained in Section 4.3(a), Operating Costs will shall not include (in addition to any other exclusions therefrom specifically provided above) the following: : (a) original construction costs of the Building or Project; (b1) Real Estate Taxes; ; (c2) depreciation any items to the extent that Landlord is reimbursed by insurance or any condemnation award or otherwise compensated or otherwise reimbursed by any tenant for services in excess of the services Landlord is obligated to furnish Tenant hereunder; (3) mortgage principal, interest or penalties, and rents and other payments under any superior lease (except to the extent otherwise constituting an Operating Expense) and the costs of consummating any such lease or mortgage; (4) leasing commissions; (5) capital improvements and rental charges for equipment ordinarily considered to be of a capital nature (except as provided in clause (10) above); (6) the cost of electrical energy and other utilities furnished and billed directly to tenants of the Building by the applicable utility company; (except as otherwise provided herein7) the cost of tenant installations and decorations incurred in connection with preparing space for a new tenant (including Tenant); ; (d8) salaries and benefits of any and all personnel above the grade of Vice President; (9) payments brokerage commissions, loan origination fees, points, mortgage recording taxes, title charges and other costs or fees incurred in connection with any financing or refinancing; (10) brokerage commissions, attorneys’ fees incurred to enforce lease provisions and disbursements and rent concessions of principal and interest on any mortgagesnature, deeds incurred in connection with the leasing of trust, or other encumbrances on space in the Building; Building (e) including without limitation all costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, surrender or benefit generally, other tenants modification of any lease of space in the Building; ); (f11) costs to repair, restore, the cost of repairs and replacements incurred by reason of fire or replace any item in the Buildingother casualty or condemnation, to the extent Landlord is actually reimbursed therefore by proceeds from insuranceinsurance or a condemnation award; (12) marketing, warrantiespromotion and advertising expenses in connection with the Building; (13) the cost of installing, condemnation, a tenant of operating and maintaining any commercial concessions operated by Landlord in the Building or of installing, operating and maintaining any specialty services such as a third party; (g) leasing commissionsBuilding cafeteria or dining facility, attorneys’ feesor an athletic, space planning costsluncheon or recreational club, permitting costs, license and inspection costs, moving costs and advertising unless any such concession or promotional costs Landlord incurs services is supplied to lease space tenants generally in the building; (14) additions to Building to tenants or prospective tenants reserves; (15) the cost of relocating any tenant in the Building; ; (h16) any ground damages paid by Xxxxxxxx and costs of litigation in connection with actions by tenants for Landlord’s negligence or tortuous acts or omissions; (17) depreciation and amortization (except as provided in clause (10) above); (18) professional fees incurred in disputes or litigation with tenants to enforce lease rental; provisions; (i19) the cost of any capital improvements repair made by Landlord to the Building and/or Project, remedy damage caused by or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and agents or employees; (u20) costs incurred by Landlord in connection with correction the cost of defects in design and construction of any work performed for any other tenant at the Building or Projectrequired by a governing authority due to another tenant’s use of the Building; and (21) any costs and expenses covered elsewhere in this Lease and otherwise reimbursed to Landlord.

Exclusions from Operating Costs. Operating Costs will shall not include the following: include: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, to the extent Landlord is actually reimbursed therefore by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing original construction of the Building Premises including but not limited to, Owner Administrative Costs as defined in the Development Agreement; (b) routine legal, accounting or Project including brokerage commissionsfinancial fees and costs incurred in administering the terms of the Development Agreement or this Lease; (c) costs arising from Landlord’s political or charitable contributions; (d) fines, consultantspenalties and interest penalties incurred as a result of Landlord’s negligence, attorneys’ inability or unwillingness to make payments when due or take such other actions as may be required; (e) principal and/or interest payments required under any debt secured by a mortgage or deed of trust on the Premises; (f) costs and accountants’ expenses incurred in complying with Environmental Laws, except costs or expenses incurred as a result of Tenant activities (as such Environmental Laws exist as of the date of Substantial Completion of the Project); (g) legal fees, closing costs, title insurance costs, transfer taxes accountant’s fees and interest charges other expenses incurred in connection with (i) disputes with Tenant or associated with the enforcement of the terms of this Lease (unless otherwise provided nothing for herein shall limit or restrict in any manner whatsoever to be paid by Tenant); (ii) arising out of Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment violation of the Building terms of this Lease; or Project due (iii) the defense of Landlord’s title to or interest in the sale, transferPremises; (h) cost of any service provided to Tenant for which Landlord is reimbursed, or any other event expense for which results Landlord is or will be reimbursed by another source (i.e., expenses covered by insurance or warranties); (i) fees to Landlord or Developer for goods or services in a reassessment excess of the fees that would typically be charged by unrelated, independent persons or increase in Real Property entities for similar goods and services; (j) Taxes allocable and Utilities paid by the Tenant directly to the Building applicable government authority or Project); (t) damage or repairs needed due utility provider pursuant to the gross provisions of Section 5.4 and Section 6 of this Lease; (k) repairs or replacements made to rectify or correct any latent defect(s) in the original design, materials or workmanship of the Project, as originally constructed; (l) repairs or replacements attributable to fire or other casualty to the extent covered by the proceeds of insurance required hereunder; (m) repairs or replacements necessitated by the negligence or willful misconduct of Landlord Landlord, Landlord’s employees, contractors or its agents; and ; (un) costs losses incurred by Landlord in connection with correction of defects in design and construction under Section 8.01(h) of the Building Indenture or Projectother indemnification obligations of Landlord under the Indenture, the Ground Lease, this Lease or the Development Agreement, or any other agreement related to the Project or the Bonds, which losses shall be made whole for the benefit of the Tenant from Landlord’s own funds; or (o) expenses of security to, or costs of operation and repair of, to the Premises to the extent that the responsibility for such costs and expenses are assumed by Tenant pursuant to Section 10.2(f) below.

Exclusions from Operating Costs. Notwithstanding anything to the contrary in the definition of Operating Costs will set forth above, Operating Costs shall not include the following: (a) original construction costs of , except to the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate extent specifically permitted by a specific tenant’s space exception to the following: (specifically excluding base building improvements and systems and i) Any ground lease rental; (ii) Costs incurred by Landlord for the common areas repair of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs damage to repair, restore, or replace any item in the Building, to the extent that Landlord is actually reimbursed therefore by proceeds from insuranceinsurance proceeds; (iii) Costs incurred by Landlord due to the violation by Landlord of the terms and conditions of this Lease; (iv) Overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; (v) Interest, warrantiesprincipal, condemnation, a tenant of points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or a third party; the Property (gexcept as permitted in Section 4.1(a)(5) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space in the Building to tenants or prospective tenants of the Building; above); (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (lvi) Landlord’s general corporate overhead and general and administrative expenses; (except to the extent management/administrative fees are otherwise permitted in this Lease); (mvii) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties Costs arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct fault of Landlord or its agents; and (u) costs incurred , or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord in connection with correction or its agents including, without limitation, the selection of Building materials; (viii) Costs arising from latent defects in design and construction the base, shell or core of the Building or Projectimprovements installed by Landlord or repair thereof; (ix) Costs associated with the operation of the business of the partnership or entity which constitutes Landlord as the same are distinguished from the costs of operation of the Property, including limited liability company accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Property, costs of any disputes between Landlord and its employees (if any) engaged in Building operation or disputes of Landlord with Building management; and (x) “In house” legal and/or accounting fees.

Exclusions from Operating Costs. Notwithstanding anything to the contrary set forth in the Lease, neither Complex Operating Costs will not nor Building Operating Costs (collectively, "OPERATING COSTS") shall include the following: : (ai) original construction costs of the Building Any ground lease or Project; underlying lease rental; (bii) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal Bad debt expenses and interest interest, principal, points and fees on debts or amortization on any mortgages, deeds of trust, mortgage or other encumbrances on debt instrument encumbering the Building; Complex; (eiii) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Building, Costs incurred by Landlord to the extent that Landlord is actually reimbursed therefore by insurance proceeds from insuranceor is otherwise reimbursed by third-parties or by other tenants; (iv) Depreciation, warrantiesamortization, condemnationinterest payments, a tenant of the Building or a third party; capital expenditures, except as permitted in Sections 3.2.2, and 3.2.3; (gv) leasing Marketing costs, including lease commissions, attorneys’ fees' fees (in connection with the negotiation and preparation of letters of intent, leases, subleases and/or assignments), space planning costs, permitting costs, license and inspection costs, moving other costs and advertising or promotional costs Landlord incurs to lease space expenses incurred in the Building to tenants connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; (h) any ground lease rental; (i) the cost of any capital improvements made by Landlord to the Building and/or ProjectComplex, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” and collectively, the “Legal Requirements”) with which the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees costs incurred with respect to disputes with the installation of other tenants in the Building or Project; tenants' improvements; (kvi) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power costs for which any tenant directly contracts with the local public utility service; (n) all costs of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services Expenses in connection with the Building enforcement of Landlord's rights against Tenant or Project to other tenants and occupants of the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; Complex; (qvii) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs Costs incurred in connection with the sale, financing, financing or refinancing of the Building Buildings; (viii) Accounting costs for either the owner or Project including brokerage commissionsproperty, consultantsIT support, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due to the sale, transferhuman resources support, or any other event which results in a reassessment home office costs of the owner or increase in Real Property Taxes allocable property manager, not related solely to the Building or Project); on-site operation of the Complex; (tix) damage or repairs needed Fines, interest, and penalties incurred due to the late payment of real estate taxes, Complex Operating Costs, or Building Operating Costs; (x) Expenses in connection with services or other benefits that are not offered to Tenant or for which Tenant is charged for directly; (xi) Organizational expenses associated with the creation- and operation of the entity which constitutes Landlord; (xii) Charitable contributions or other donations greater than $5,000.00 in the aggregate per Cost Year; (xiii) Expenses in connection with the construction of new buildings at the Complex; and (xiv) Expenses resulting from Landlord's gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectmisconduct.

Exclusions from Operating Costs. The following items shall be excluded from Operating Costs will not include Costs, notwithstanding anything to the following: (a) original construction costs of the Building or Project; (b) Real Estate Taxes; (c) depreciation of the Building (except as otherwise provided herein); (d) payments of principal and interest on any mortgages, deeds of trust, or other encumbrances on the Building; (e) costs to paint, decorate, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, or benefit generally, other tenants contrary contained in the Building; Lease: (fi) costs to repair, restore, or replace any item in the Building, expense to the extent to which Landlord is actually reimbursed therefore compensated by proceeds from insurance, warranties, condemnation, a tenant insurance or by any manufacturer's warranty; (ii) any executive salary above the grade of superintendent or Building Manager; (iii) costs of leasehold improvements made by Landlord in the Building Leased Premises or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease in other space in the Building leased to tenants Tenant or prospective tenants other tenants; (iv) any particular charge or expense (rather than a category of charge or expense) which is specifically payable by Tenant or another tenant in the Building; ; (hv) any ground lease rental; brokerage commissions; (ivi) mortgage principal and interest and financing charges which are secured by a mortgage or other encumbrance against the cost of any capital improvements made by Landlord title to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order Building; (vii) depreciation and amortization of any governmental entity or insurance requirement, including but not limited to, the Americans with Disability Act (each a “Legal Requirement” Landlord's initial acquisition and collectively, the “Legal Requirements”) with which construction costs for the Building and/or Project was required to comply at the Lease Commencement Date; (j) attorneys’ fees with respect to disputes with other tenants in the Building or Project; (k) all items or services for which another tenant of the Building reimburses Landlord (other than through Operating Costs); (l) and Landlord’s general corporate overhead (except to the extent management/administrative fees are otherwise permitted in this Lease); (m) electric power 's initial acquisition and construction costs for which any tenant directly contracts with the local public utility service; future capital additions; (nviii) all costs legal fees of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of any costs relating to the Project (unless resulting from Tenant’s late payment to Landlord); (p) costs, fees, and charges paid to Landlord or Landlord’s affiliates for services in connection with the Building or Project to the extent such charges exceed the charges for comparable services rendered by an unrelated or unaffiliated thirty party of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financingleasing of space in the Building, or incurred in connection with any disputes with tenants or other occupants of space in the Building, or in connection with the enforcement of any leases of space in the Building, or incurred in connection with refinancing indebtedness secured by the Building or incurred in connection with the sale of the Landlord's interest in the Building; (ix) advertising and marketing expenses; (x) costs (including permit, license and inspection fees) incurred in renovating or otherwise improving, decorating, painting or altering demised space (other than the common areas) for the exclusive use of less than all of the tenants of the Building; (xi) interest and penalties payable by reason of Landlord's failure to make timely payment of real estate taxes, unless Landlord is contesting such real estate taxes; (xii) property management fees paid to affiliates of Landlord, but only to the extent such fees are in excess of competitive market rates paid to other property managers of similar buildings; (xiii) any amount paid for products or services to a person or entity related to or affiliated with Landlord or Property Manager, or any of their respective partners or principals which is in excess of the fair market value of such services and products; (xiv) the cost of services provided exclusively to a single tenant of the Building; (xv) the costs of services provided to any single tenant which are in excess of the level of services typically provided to tenants of comparable office building in Buffalo, New York; (xvi) Landlord's general overhead expenses not related specifically to the Building; (xvii) costs of remedying any latent structural defects in the original construction of the Building; (xviii) the costs of investigating and remediating any environmental contamination, and all costs of defending, challenging and complying with any governmental orders requiring the remediation of any environmental contamination; (xix) the costs of bringing those aspects of the Building which Landlord is responsible for the repair of pursuant to this Lease into compliance with all applicable laws; (xx) alterations and improvements made by reason of any applicable laws or Project including brokerage commissionsrequirement of any governmental or quasi-governmental authority, consultantsinsurance body or Landlord's insurer or any mortgagee; (xxi) the costs of making any repairs of alterations which Landlord is directed to make by notice from applicable governmental authority; and (xxii) the costs of any structural repairs, attorneys’ and accountants’ feesalterations, closing costsimprovements or replacements, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share of Real Property Taxes, due to any reassessment of the Building or Project due except to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to extent amortized over the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectmaximum useful life thereof.

Exclusions from Operating Costs. Operating Costs will The operating costs to which Tenant is obligated to contribute under this section 5.b shall not include include: (1) All costs associated with the following: operation of the business of the entity that constitutes "Landlord" or "Landlord's managing agent" (a) original construction as distinguished from costs of operating the Building property) including, but not limited to, Landlord's or Project; Landlord's managing agent's general corporate overhead and general administrative expenses, legal, risk management, and corporate and/or partnership accounting and legal costs, mortgages, debt costs or other financing charges, asset management fees, administrative fees, travel expenses for company meetings or training, placement/recruiting fees/costs for employees whether they are assigned to the property, employee training programs, real estate licenses and other industry certifications, health/sports club dues, employee parking and transportation charges, tickets to special events, costs of any business licenses, costs of defending any lawsuits by tenants, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interests in the property, bad debt loss, rent loss, or any reserves for bad debts, and costs incurred in connection with any disputes between Landlord and/or Landlord's management agent and their employees, tenants or occupants. (b2) Real Estate Taxes; (c) depreciation Any cost relating to the marketing, solicitation, negotiation and execution of leases of space at the property, including without limitation, promotional and advertising expenses, commissions, fmders fees, and referral fees, accounting, legal and other professional fees and expenses relating to the negotiation and preparation of any lease, license, sublease or other such document, costs of design, plans, permits, licenses, inspection, utilities, construction and cleanup of tenant improvements to the premises or the premises of other tenants or other occupants, or due to a dispute between Landlord and any tenant of the building, the amount of any allowances or credits paid to or granted to tenants or other occupants, and all other costs of alterations of space in the property leased to or occupied by other tenants or occupants. (3) Wages, salaries, fees, fringe benefits, and any other form of compensation paid to any executive employee of Landlord and/or Landlord's managing agent above the grade of "Building Manager" as such term is commonly understood in the property management industry, provided, however, all wages, salaries and other compensation otherwise allowed to be included in operating costs shall also exclude any portion of such costs related to any employee's time devoted to other efforts unrelated to the maintenance and operation of the property. (except as otherwise provided herein); (d4) payments Any amount paid by Landlord or Landlord's managing agent to a subsidiary or affiliate of principal and interest on any mortgages, deeds of trustLandlord or Landlord's managing agent, or to any party as a result of a non-competitive selection process, for management or other encumbrances on services to the Building; (e) costs to paint, decorateproperty, or renovate a specific tenant’s space (specifically excluding base building improvements and systems and the common areas of the Project), unless such items are similarly provided to, for supplies or benefit generally, other tenants in the Building; (f) costs to repair, restore, or replace any item in the Buildingmaterials, to the extent the cost of such services, supplies, or materials exceeds the cost that would have been paid had the services, supplies, or materials been provided by parties unaffiliated with Landlord is actually reimbursed therefore or Landlord's managing agent on a competitive basis and are consistent with those incurred by proceeds from insurance, warranties, condemnation, a tenant of the Building or a third party; (g) leasing commissions, attorneys’ fees, space planning costs, permitting costs, license and inspection costs, moving costs and advertising or promotional costs Landlord incurs to lease space similar buildings in the Building Twin Cities metropolitan area. (5) Any rental payments and related costs pursuant to tenants or prospective tenants of the Building; (h) any ground lease rental; of land underlying all or any portion of the property. (i6) Any office rental and any parking charges, either actual or not, for the cost Landlord's and/or Landlord's managing agent's management, engineering, maintenance, security, parking or other vendor personnel. (7) Any costs incurred in connection with the original design or construction of the property or any capital improvements made by Landlord major changes to the Building and/or Project, or capital assets acquired by Landlord after the Lease Commencement Date in order to comply with any local, state or federal law, ordinance, rule, regulation, code or order of any governmental entity or insurance requirementproperty, including but not limited to, additions or deletions of floors, correction of defects in the design or construction of the property including defective equipment, and the repair of damage to the property in connection with any type of casualty, event of damage or destruction or condemnation, but not excluding deductibles under any property insurance, which are included in operating costs. (8) Any cost incurred in connection with upgrading the property to comply with insurance requirements, life safety codes, ordinances, statutes, or other laws in effect prior to the date of this Lease, including without limitation the Americans with Disability With Disabilities Act (each or similar laws, statutes, ordinances or rules imposed by the State, County, City, or other agency where the property is located), including penalties or damages incurred as a “Legal Requirement” and collectively, result of non-compliance. (9) Capital expenditures required to correct or remediate any violation of law applicable to the “Legal Requirements”) with which the Building and/or Project property where compliance was required prior to comply at the Lease Commencement Date; date of this Lease. (j10) attorneys’ fees with respect Elective capital additions or improvements to disputes with other tenants the property that are not repairs or replacements of existing improvements and are not intended or undertaken for the purpose of reducing operating costs. (11) Any cost or expense related to monitoring, testing, removal, cleaning, abatement or remediation of any "hazardous material", including toxic mold, in or about the property, and including, without limitation, hazardous substances in the Building ground water or Project; soil. (k12) all Any cost of any service or items sold or services provided to tenants or other occupants for which another tenant Landlord or Landlord's managing agent has been or is entitled to be reimbursed by such tenants or other occupants for such service or has been or is entitled to be reimbursed by insurance or otherwise compensated by parties other than tenants of the Building reimburses Landlord property, including replacing any item covered by a warranty. (13) Expenses in connection with services or other than through Operating Costs); (l) Landlord’s general corporate overhead (except benefits provided to any other tenant or occupant of the property to the extent management/administrative fees are otherwise permitted in this the service or benefit is not provided or made available to Tenant on materially comparable terms. (14) Landlord's gross receipts taxes for the property, personal and corporate income taxes, inheritance and estate taxes, other business taxes and assessments, franchise, gift and transfer taxes, and all real estate taxes relating to a period payable or assessed outside the term of the Lease); , and any special assessments or special taxes initiated as a means of financing improvements to the property. (m15) electric power costs for which All advertising and promotional costs, including any tenant directly contracts with the local public utility service; (n) all costs form of Landlord’s political or charitable contributions; (o) interest or penalties arising from Landlord’s late payment of entertainment expenses, dining expenses, any costs relating to the Project tenant or vendor relation programs including flowers, gifts, luncheons, parties, and other social events but excluding any cost associated with life safety information services. (unless resulting from Tenant’s late payment to Landlord); (p16) Any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations, as well as the cost of any newspaper, magazine, trade or other subscriptions, excepting the building's annual membership dues in the local Building Owners and charges paid to Managers Association. (17) Any fines, costs, late charges, liquidated damages, penalties, tax penalties or related interest charges, imposed on Landlord or Landlord’s affiliates 's managing agent. (18) Costs, other than those incurred in ordinary maintenance and repair, for services in connection with sculptures, paintings, fountains or other objects of art or the Building display of such items. (19) Purchased art and charitable or Project political contributions. (20) Any reserves of any kind. (21) Any costs related to the extent such charges exceed parcel of land legally described as Xxx 0, Xxxxx 0, Xxxxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx County, Minnesota, which is the charges for comparable services rendered by an unrelated or unaffiliated thirty party parcel of comparable skill and competence; (q) bad debt losses, rent losses or reserves for same (except for Landlord’s insurance costs relating land to same); (r) entertainment expenses or the cost of gifts to tenants or employees; (s) costs incurred in connection with the sale, financing, or refinancing west of the Building or Project including brokerage commissions, consultants, attorneys’ and accountants’ fees, closing costs, title insurance costs, transfer taxes and interest charges (provided nothing herein shall limit or restrict in any manner whatsoever Landlord’s right to increase Real Property Taxes and/or Tenant’s Proportionate Share parcel of Real Property Taxes, due to any reassessment of land on which the Building or Project due to the sale, transfer, or any other event which results in a reassessment or increase in Real Property Taxes allocable to the Building or Project); (t) damage or repairs needed due to the gross negligence or willful misconduct of Landlord or its agents; and (u) costs incurred by Landlord in connection with correction of defects in design and construction of the Building or Projectbuilding is located.