Common use of Items Excluded from Operating Expenses Clause in Contracts

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph 1 above to the contrary, “Operating Expenses” will not include: (a) Landlord’s federal or state income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (d) depreciation, amortization and interest payments, except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ fees, attorneys’ fees, space planning costs and other costs incurred by Landlord in EXHIBIT B leasing or attempting to lease space in the Development; (f) interest, principal, points and, fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development (g) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development (including the original Landlord Work for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the Development, including space planning and interior design costs and fees; (h) attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants or occupants, and leasing commissions, attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs and other costs and expenses incurred in connection with leasing space to, or negotiating with, prospective tenants or other occupants; (i) except for the administrative/management fees described in Subparagraph 1(g) above, costs of Landlord’s general corporate overhead; (j) all items and services for which Tenant or any other tenant in the Development reimburses Landlord (other than through operating expense pass-through provisions); (k) utility or service costs for which any tenant directly contracts with the local public service company; (l) costs arising from Landlord’s charitable or political contributions; (m) any costs relating to the initial development and construction of the Development, the Shell or the Landlord Work; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph PARAGRAPHS 1 AND 2 above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s 's federal or state income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the Building to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (d) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ ' fees, attorneys’ ' fees, space planning costs and other costs incurred by Landlord in EXHIBIT B leasing or attempting to lease space in the DevelopmentBuilding; (f) costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with standard accounting practices; provided, however, the capital expenditures set forth in Subparagraph l(n) above will in any event be included in the definition of Operating Expenses; (g) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Development; (gh) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development Building (including the original Landlord Work Tenant Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants 19 or other occupants of the DevelopmentBuilding, including space planning and interior design costs and fees; (hi) attorneys’ fees, ' fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with present or prospective tenants or occupantsother occupants of the Building; provided, and leasing commissionshowever, that Operating Expenses will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs ' fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses, prospective tenants or enforcement of rules and regulations of the Building, and such other occupantsmatters relating to the maintenance of standards required of Landlord under the Lease; (ij) except for the administrative/management fees described in Subparagraph 1(gSUBPARAGRAPH 1(i) above, costs of Landlord’s 's general corporate overhead; (jk) all items and services for which Tenant or any other tenant in the Development Building reimburses Landlord (other than through operating expense pass-through provisions); (kl) utility or service electric power costs for which any tenant directly contracts with the local public service company; and (lm) costs arising from Landlord’s 's charitable or political contributions; (m) any costs relating to the initial development and construction of the Development, the Shell or the Landlord Work; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph 1 above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s 's federal or state income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (d) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard generally accepted accounting practices; (e) brokerage commissions, finders’ ' fees, attorneys’ ' fees, space planning costs and other costs incurred by Landlord in EXHIBIT B leasing or attempting to lease space in the Development; (f) costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with generally accepted accounting practices; provided, however, the capital expenditures set forth in Subparagraph 1(n) above will in any event be included in the definition of Operating Expenses; (g) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Development; (gh) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development (including the original Landlord Work Tenant Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the Development, including space planning and interior design costs and fees; (hi) attorneys’ fees, ' fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with present or prospective tenants or occupantsother occupants of the Development; provided, and leasing commissionshowever, that Operating Expenses will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs ' fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses, prospective tenants or enforcement of rules and regulations of the Development, and such other occupantsmatters relating to the maintenance of standards required of Landlord under the Lease; (ij) except for the administrative/management fees described in Subparagraph 1(g1(i) above, costs of Landlord’s 's general corporate overhead; (jk) all items and services for which Tenant or any other tenant in the Development reimburses Landlord (other than through operating expense pass-through provisions); (kl) utility or service electric power costs for which any tenant directly contracts with the local public service company; (lm) costs arising from Landlord’s 's charitable or political contributions; and (mn) any costs relating to the initial development and construction of the Development. EXHIBIT "E" ESTOPPEL CERTIFICATE The undersigned, the Shell or the Landlord Work; _______________________________________________________ _______________ (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting "Tenant’s specific compliance obligations hereunder"), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related hereby certifies to the management and operation of Landlord _______________________________ ___________________________________, as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.follows:

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph 1 above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s 's federal or state income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (d) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard generally accepted accounting practices; (e) brokerage commissions, finders’ ' fees, attorneys’ ' fees, space planning costs and other costs incurred by Landlord in EXHIBIT B leasing or attempting to lease space in the Development; (f) costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with generally accepted accounting practices; provided, however, the capital expenditures set forth in Subparagraph 1(n) above will in any event be included in the definition of Operating Expenses; (g) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Development; (gh) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development (including the original Landlord Work Tenant Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the Development, including space planning and interior design costs and fees; (hi) attorneys’ fees, ' fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with present or prospective tenants or occupantsother occupants of the Development; provided, and leasing commissionshowever, that Operating Expenses will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs ' fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses, prospective tenants or enforcement of rules and regulations of the Development, and such other occupantsmatters relating to the maintenance of standards required of Landlord under the Lease; (ij) except for the administrative/management fees described in Subparagraph 1(g1(i) above, costs of Landlord’s 's general corporate overhead; (jk) all items and services for which Tenant or any other tenant in the Development reimburses Landlord (other than through operating expense pass-through provisions); (kl) utility or service electric power costs for which any tenant directly contracts with the local public service company; (lm) costs arising from Landlord’s 's charitable or political contributions; and (mn) any costs relating to the initial development and construction of the Development, the Shell or the Landlord Work; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph 1 Subparagraphs (i) and (ii) above to the contrary, “Operating Expenses” will not include: (a) LandlordLessor’s federal or state income, franchisefranchisee, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord Lessor for the repair of damage to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third personsBuilding; (d) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord Lessor to enable Landlord Lessor to supply services Landlord Lessor might otherwise contract for with a third party, where such depreciation, amortization and interest Interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ fees, attorneys’ fees, space planning costs and other costs incurred by Landlord Lessor in EXHIBIT B leasing or attempting to lease space in the DevelopmentBuilding; (f) costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with standard accounting practices; provided, however, the capital expenditures set forth in Subparagraph (i)(n) above will in any event be included in the definition of Operating Expenses; (g) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Project; (gh) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development (including the original Landlord Work for the Premises)Building, or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the DevelopmentBuilding, including space planning and interior design costs and fees; (hi) attorneys’ fees, fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with present or prospective tenants or occupantsother occupants of the Building; provided, and leasing commissionshowever, that Operating Expenses will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses, prospective tenants or enforcement of rules and regulations of the Building, and such other occupantsmatters relating to the maintenance of standards required of Lessor under the Lease; (ij) except for the administrative/management fees described in Subparagraph 1(g(i) above, costs of LandlordLessor’s general corporate overhead; , (jk) all items and services for which Tenant Lessee or any other tenant in the Development Building reimburses Landlord Lessor (other others than through operating expense expenses pass-through provisions); (kl) utility or service electric power costs for which any tenant directly contracts with the local public service company; (lm) costs arising from LandlordLessor’s charitable or political contributions; (m) any costs relating to the initial development and construction of the Development, the Shell or the Landlord Work; (n) subject to reimbursement any Increases in Real Property Taxes and Assessments resulting from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement a reassessment of the structural portions Project following a change of ownership if the change of ownership occurs prior to January 1, 2006, and 50% of any increases in Real Property Taxes and Assessments resulting from a reassessment of the Development or Project following a change of ownership if the Premiseschange of ownership occurs after December 31, including the structural roof2005 but prior to January 1, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents 2008. Increases in Real Property Taxes and Assessments resulting from a reassessment of the terms and conditions Project following a change of any lease or applicable law (includingownership that occurs after December 31, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do 2007 shall not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in be excluded from Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third partiesExpenses.

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph Paragraphs 1 and 2 above to the contrary, “Operating Expenses” and/or “Real Property Taxes” will not include: (a) LandlordLessor’s federal or state income, franchisefranchisee, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord Lessor for the repair of damage to the Building to the extent that Landlord Lessor is reimbursed by insurance or condemnation proceeds or by tenantslessees, warrantors or other third persons; (d) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord Lessor to enable Landlord Lessor to supply services Landlord Lessor might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ fees, attorneys’ fees, space planning costs and other costs incurred by Landlord Lessor in EXHIBIT B leasing or attempting to lease space in the DevelopmentBuilding; (f) costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with standard accounting practices; provided, however, the capital expenditures set forth in Subparagraph 1(n) above will in any event be included in the definition of Operating Expenses; (g) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Building; (gh) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant lessee improvements for tenants lessees in the Development Building (including the original Landlord Work Lessee Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants lessees or other occupants of the DevelopmentBuilding, including space planning and interior design costs and fees; (hi) attorneys’ fees, fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants present or occupantsprospective lessees or other occupants of the Building; provided, however, that Operating Expenses and leasing commissions, Real Property Taxes will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses and in Real Property Taxes, prospective tenants or enforcement of rules and regulations of the Building, and such other occupantsmatters relating to the maintenance of standards required of Lessor under the Lease; (ij) except for the administrative/management fees described in Subparagraph 1(g1 (i) above, costs of LandlordLessor’s general corporate overhead; , (jk) all items and services for which Tenant Lessee or any other tenant lessee in the Development Building reimburses Landlord Lessor (other others than through operating expense expenses pass-through provisions); (kl) utility or service electric power costs for which any tenant lessee directly contracts with the local public service company; and (lm) costs arising from LandlordLessor’s charitable or political contributions; (m) any costs relating to the initial development and construction of the Development, the Shell or the Landlord Work; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.. EXHIBIT “F”

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph 1 Subparagraphs 6(a) and 6(b) above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s 's federal or state State income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the Building to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (d) depreciation, amortization and interest payments, except as specifically provided above, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ ' fees, attorneys’ ' fees, space planning costs and other costs incurred by Landlord in EXHIBIT B leasing or attempting to lease space in the DevelopmentBuilding; costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with standard accounting practices (fprovided, however, the capital expenditures described in SUBPARAGRAPH 6(a) interest, principal, points and, fees on debt or amortization on above will in any mortgage, event be included in the definition of Operating Expenses); payments for any deed of trust or other debt encumbering the Building or the Development (g) Development; costs, including permit, license and inspection costs, incurred occurred with respect to the installation of tenant improvements for tenants in the Development Building (including the original Landlord Work Tenant Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the DevelopmentBuilding, including space planning and interior design costs and fees; (h) attorneys’ fees, attorneys fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with present or prospective tenants or occupantsother occupants of the Building (provided, and leasing commissionshowever, that Operating Expenses will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs ' fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses, prospective tenants or enforcement of rules and regulations of the Building, and such other occupants; (i) except for the administrative/management fees described in Subparagraph 1(g) above, costs of Landlord’s general corporate overhead; (j) all items and services for which Tenant or any other tenant in the Development reimburses Landlord (other than through operating expense pass-through provisions); (k) utility or service costs for which any tenant directly contracts with the local public service company; (l) costs arising from Landlord’s charitable or political contributions; (m) any costs [illegible] relating to the initial development and construction maintenance of the Development, the Shell or the Landlord Work; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation standards required of Landlord as an entity to under the extent they do not relate solely to the operation ownership and maintenance of the DevelopmentLease); (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord except for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.the

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph 1 above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s 's federal or state income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (d) depreciation, amortization and interest payments, except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ ' fees, attorneys’ ' fees, space planning costs and other costs incurred by Landlord in EXHIBIT B leasing or attempting to lease space in the Development; (f) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Development; (g) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development (including the original Landlord Work Tenant Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the Development, including space planning and interior design costs and fees; (h) attorneys’ ' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants or occupants, and leasing commissions, attorneys’ ' fees, improvement costs, space planning costs, permit, license and inspection costs and other costs and expenses incurred in connection with leasing space to, or negotiating with, prospective tenants or other occupants; (i) except for the administrative/management fees described in Subparagraph 1(g1(i) above, costs of Landlord’s 's general corporate overhead; (j) all items and services for which Tenant or any other tenant in the Development reimburses Landlord (other than through operating expense pass-through provisions); (k) utility or service costs for which any tenant directly contracts with the local public service company; (l) costs arising from Landlord’s 's charitable or political contributions; (m) any costs relating to the initial development and construction of the Development, the Shell or the Landlord WorkTenant Improvements; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) 8) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s 's specific compliance obligations hereunder), or by another tenant or tenants of the terms and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omittedprincipal, interest and other costs or fees related to financing the Development, or any portion thereof, and any ground or other rents paid by Landlord under any lease covering the Land; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with repairs for latent defects in the Development or arising from the remediation of Hazardous Materials Substances in, on, under or about the Development; (x) costs of capital improvements made-made to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be are actually reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.. EXHIBIT "F" ESTOPPEL CERTIFICATE The undersigned, ____________________________________________ ("Tenant"), hereby certifies to _______________________________________ , as follows:

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph Paragraphs 1 and 2 above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s 's federal or state income, franchise, inheritance or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord for the repair of damage to the extent that Landlord is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third persons; (dc) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard accounting practices; (ed) brokerage commissionscosts of a capital nature, finders’ feesincluding, attorneys’ feeswithout limitation, space planning costs capital improvements, capital replacements, capital repairs, capital equipment and other costs incurred by Landlord capital tools, all as determined in EXHIBIT B leasing or attempting to lease space accordance with standard accounting practices; provided, however, the capital expenditures set forth in Subparagraph 1(n) above will in any event be included in the Developmentdefinition of Operating Expenses; (fe) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Premises; (gf) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements for tenants in the Development (including the original Landlord Work Tenant Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants or other occupants of the Development, including space planning and interior design costs and fees; (h) attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants or occupants, and leasing commissions, attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs and other costs and expenses incurred in connection with leasing space to, or negotiating with, prospective tenants or other occupants; (ig) except for the administrative/management fees described in Subparagraph 1(g1(i) above, costs of Landlord’s 's general corporate overhead; (jh) all items and services for which Tenant or any other tenant in the Development reimburses Landlord (other than through operating expense pass-through provisions); and (k) utility or service costs for which any tenant directly contracts with the local public service company; (li) costs arising from Landlord’s 's charitable or political contributions; . EXHIBIT "F" ESTOPPEL CERTIFICATE The undersigned, ALTOX XXXXXX XXXTNERS, LLC, a California limited liability company (m) any costs relating to the initial development and construction of the Development, the Shell or the Landlord Work; (n) subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder"Landlord"), or by another tenant or tenants of the terms and conditions of any lease; with a mailing address c/o Acacia Properties, 250 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, xxd RAINBOW TECHNOLOGIES, INC. a Delaware corporation (p) expenses related to the management and operation of Landlord "Tenant"), hereby certify to_______________________________________________________, as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.follows:

Items Excluded from Operating Expenses. Notwithstanding the provisions of Paragraph PARAGRAPHS 1 AND 2 above to the contrary, “"Operating Expenses” " will not include: (a) Landlord’s Lessor's federal or state OR NET income, franchisefranchisee, inheritance TRANSFER, GIFT, or estate taxes; (b) any ground lease rental; (c) costs incurred by Landlord Lessor for the repair of damage to the Building to the extent that Landlord Lessor is reimbursed by insurance or condemnation proceeds or by tenantslessees, warrantors or other third persons; (d) depreciation, amortization and interest payments, except as specifically provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord Lessor to enable Landlord Lessor to supply services Landlord Lessor might otherwise contract for with a third party, where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s 's services, all as determined in accordance with standard accounting practices; (e) brokerage commissions, finders’ ' fees, attorneys’ ' fees, space planning costs and other costs incurred by Landlord Lessor in EXHIBIT B leasing or attempting to lease space in the DevelopmentBuilding; (f) costs of a capital nature, including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools, all as determined in accordance with standard accounting practices; provided, however, the capital expenditures set forth in Subparagraph 1(n) above will in any event be included in the definition of Operating Expenses; (g) interest, principal, points and, and fees on debt or amortization on any mortgage, deed of trust or other debt encumbering the Building or the Development Development; (gh) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant lessee improvements for tenants lessees in the Development Building (including the original Landlord Work Lessee Improvements for the Premises), or incurred in renovating or otherwise improving, decorating, painting or redecorating space for tenants lessees or other occupants of the DevelopmentBuilding, including space planning and interior design costs and fees; (hi) attorneys’ fees, ' fees and other costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants present or occupantsprospective lessees or other occupants of the Building; provided, and leasing commissionshowever, that Operating Expenses will include those attorneys’ fees, improvement costs, space planning costs, permit, license and inspection costs ' fees and other costs and expenses incurred in connection with leasing space tonegotiations, disputes or negotiating withclaims relating to items of Operating Expenses, prospective tenants or enforcement of rules and regulations of the Building, and such other occupantsmatters relating to the maintenance of standards required of Lessor under the Lease; (ij) except for the administrative/management fees described in Subparagraph 1(gSUBPARAGRAPH 1(i) above, costs of Landlord’s Lessor's general corporate overhead; , (jk) all items and services for which Tenant Lessee or any other tenant lessee in the Development Building reimburses Landlord Lessor (other others than through operating expense expenses pass-through provisions); (k1) utility or service electric power costs for which any tenant lessee directly contracts with the local public service company; and (lm) costs arising from Landlord’s Lessor's charitable or political contributions; (m) any costs relating . EXHIBIT "F" STANDARDS FOR UTILITIES AND SERVICES The following standard for utilities and services are in effect. Lessor reserves the right to the initial development adopt nondiscriminatory modifications and construction of the Development, the Shell or the Landlord Work; (n) subject additions hereto. Subject to reimbursement from Tenant for damage caused by Tenant or its subtenants, agents, employees or contractors, the cost of replacement of the structural portions of the Development or the Premises, including the structural roof, subject, however, to clause (9) of Paragraph 1 above; (o) costs incurred due to violations by Landlord or its agents of the terms and conditions of any lease or applicable law (including, without limitation, any costs to remedy violations of applicable law, excepting Tenant’s specific compliance obligations hereunder), or by another tenant or tenants the Lease and provided Lessee remains in occupancy of the terms Premises, Lessor will provide or make available the following utilities and conditions of any lease; (p) expenses related to the management and operation of Landlord as an entity to the extent they do not relate solely to the operation ownership and maintenance of the Development; (q) intentionally omitted; (r) any costs, fines or penalties due to any failure by Landlord to remit timely payments and/or violation by Landlord of any governmental rule or authority or applicable law; (s) profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Development, to the extent only that the costs of such services exceed competitive costs of such services for similarly qualified entities were they not so rendered by a subsidiary or affiliate; (t) any advertising and promotional expenditures; (u) items and services which Landlord provides to other tenants but not to Tenant, or items or services which Landlord provides to the other tenants more than to Tenant, to the extent of such discrepancy; (v) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or its subsidiaries or affiliates; (w) costs and expenses incurred in connection with the remediation of Hazardous Materials in, on, under or about the Development; (x) costs of capital improvements made-to reduce operating expenses to the extent the portion of such costs otherwise includable in Operating Expenses exceeds the amount by which Landlord reasonably intended Operating Expenses to be reduced due to and at the time of installation of such improvements; (y) items and services for which Tenant or any other tenant in the Development directly reimburses Landlord or third parties and costs reimbursed by insurance proceeds, condemnation proceeds or otherwise; (z) repairs, other work, costs or charges occasioned by the breach of any covenant, warranty or representation made by Landlord pursuant to this Lease or arising from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors or third parties.services: