Common use of Operating Expense Exclusions Clause in Contracts

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the followinginclude: (i) depreciation on costs (including permit, license, and inspection fees) incurred in renovating, improving or decorating vacant space or space for other tenants within the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts incurred because Landlord or another tenant actually violated the terms and conditions of any lease within the Project; (iii) ground lease paymentslegal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of any portion the Project), mortgage principal leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or interestfuture re-leasing of any portion of the Project; (iv) capital expenses, depreciation of the Building or any other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leaseimprovements situated within the Project; (v) the costs of any service provided to any tenant in the Building items for which are directly billed to such tenantLandlord is actually reimbursed; (vi) the costs of repairs due or other work necessitated by casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to casualty the extent insurance proceeds or a condemnation which are reimbursed award, as applicable, is actually received by third partiesLandlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (vii) other than any cost incurred due interest charges for capital improvements referred to Landlord’s breach of this Lease in Section 6.1.1(iv) hereinabove, any interest or the lease of payments on any other tenant of financing for the Building or Projectthe Park, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (viii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount payable portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Landlord by way of indemnity or for damagesTenant in accordance with Section 27 hereof; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to Landlord’s cost for the extent directly caused by Tenantrepairs and maintenance items set forth in Section 11.3; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; or any income, estate, inheritance or other transfer tax and costs included in Operating Expenses representing an amount paid to any entity related to Landlord which is in excess profit, franchise or similar taxes on Landlord’s businessof the amount which would have been paid in the absence of such relationship; (xi) any legal fees incurred by Landlord in enforcing its rights payments under other leases for premises in the Building a ground lease or the Projectmaster lease; (xii) any costs, feesfines, duesor penalties incurred due to violations by Landlord of any governmental rule or authority, contributions this Lease or similar expenses for politicalany other lease in the Project, charitable, industry association or similar organizationsdue to Landlord’s gross negligence or willful misconduct; (xiii) intentionally deletedthe cost of correcting any building code or other violations, which written violations were actually known to Landlord prior to the Commencement Date of this Lease; (xiv) costs for sculpturesthe cost of containing, paintings removing, or other objects otherwise remediating any contamination of art; the Project (xvincluding the underlying land and ground water) except to the extent expressly approved in writing by Tenant in advance, costs, any Hazardous Materials (including, without limitation, materials, labor, architecture, permits, licenses, asbestos and inspection fees incurred with respect “PCB’s”) in the event such contamination is not the responsibility or liability of Tenant under Section 27 of this Lease; (xv) management costs to the construction extent they exceed commercially reasonable management fees at comparable properties or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Buildingbusiness parks; (xvi) intentionally deletedcosts for sculpture, paintings, or other objects of art (and insurance thereon or extraordinary security in connection therewith); and (xvii) any amount paid costs which may be incurred by Landlord to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services bring the Project into compliance with the ADA in effect prior to the buildingCommencement Date, or for supplies or other materials, except to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting non-compliance results from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation Tenant’s particular use of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 3.02 of the Lease, Operating Expenses shall not include any the following: (a) legal fees, brokerage commissions, adverting costs and other costs incurred in connection with the leasing of the following: Building; (ib) depreciation on costs and expenses arising by reason of any fire or other casualty (excluding and commercially reasonable deductible) or any condemnation to the Building and/or extent that Landlord is reimbursed by insurance proceeds or condemnation awards; (c) costs incurred by Landlord as a result of Landlord’s gross negligence or willful misconduct; (d) wages, salaries, medical, surgical and general welfare benefits, pension payments, payroll taxes, workers’ compensation costs or other compensation paid to or for any executive employees above the grade of building manager; (e) Landlord’s general overhead expenses not related to the Building; (f) payments of principals or interest on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) mortgage or other encumbrance including ground lease paymentspayments and points, mortgage principal commission and legal fees associated with financing; (g) depreciation; (h) legal fees, accountants’ fees and other expenses incurred in litigation with Tenant or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty tenants or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant occupants of the Building or Project; (viii) associated with the enforcement of any amount payable by Landlord by way lease or defense of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises title or interest in the Building or the Project; any part thereof; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xivi) costs for sculpturesincluding permit, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, license and inspection fees incurred with respect to the construction or installation of tenant improvements in renovating or otherwise improving, decorating, painting, painting or redecorating vacant altering another tenant’s space for new tenants in the Building; (j) costs incurred due to the violation by Landlord or any other tenant in the Building of the terms and conditions of any lease; (k) the cost of any services provided to Tenant or other occupants of the Building; Building for which Landlord is directly reimbursed in a manner separate from a pass-through of general operating expenses; (xvil) intentionally deleted; charitable or political contributions; (xviim) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costsinterest, penalties or interest resulting from the negligence, misconduct or omission other costs arising out of the Landlord or Landlord’s failure to make timely payments of its agents, contractors or employeesobligations; and (xxn) wages, salaries costs incurred in advertising and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about promotional activities for the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: (1) any loan costs for interest, amortization, or other payments on loans to Landlord; (2) expenses incurred in leasing or procuring tenants; (3) legal expenses other than those incurred for the general benefit of the Building’s tenants; (4) allowances, concessions, and other costs of renovating or otherwise improving space for occupants of the Building or vacant space in the Building; (5) federal income taxes imposed on or measured by the income of Landlord from the operation of the Building; (6) rents due under ground leases; (7) costs incurred in selling, syndicating, financing, mortgaging, or hypothecating any of Landlord’s interests in the Building; (8) wages and salaries of personnel above the level of Property Manager; (9) costs of capital repairs to and replacements of the Building, except (i) depreciation on new capital improvements to the Building and/or on extent the same are (a) reasonably expected to reduce the normal operating costs (including, without limitation, utility costs) of the Building, (b) for the purpose of complying with any project law, rule or order (or amendment thereto) for which compliance was not required as of which the Building is date of this Lease, or (c) for life/safety reasons( provided, however, that such capital costs shall be amortized using a part (commercially reasonable interest rate over the “Project”time period reasonably estimated by Landlord to recover the costs thereof, taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment); (ii10) intentionally deletedcosts resulting from latent defects in design, construction or workmanship with respect to the Building; (iii11) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of default under this Lease and/or costs due to the negligence or willful misconduct of any of Landlord’s “Indemnified Parties” (as hereinafter defined); (12) any costs, fines or penalties incurred due to violations by Landlord of any Laws and the defense of same; (13) rental or other payments made under any ground lease or “Primary Lease” (as hereinafter defined); (14) costs of containing, removing or otherwise remediating any “Hazardous Material” (as hereinafter defined) to the extent not required as a result of any act, omission or negligence of any Tenant Party; and (15) leasing costs of any type, including but not limited to attorneys’ fees, brokers’ fees and commissions associated with the lease of any other tenant or occupant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the followinginclude: (i) depreciation on costs (including permit, license, and inspection fees) incurred in renovating, improving or decorating vacant space or space for other tenants within the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts (including overtime charges) incurred because Landlord or another tenant actually violated the terms and conditions of any lease within the Project; (iii) ground lease paymentslegal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of any portion the Project), mortgage principal leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or interestfuture re-leasing of any portion of the Project; (iv) capital expenses, depreciation of the Building or any other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leaseimprovements situated within the Project; (v) the costs of any service provided to any tenant in the Building items for which are directly billed to such tenantLandlord is actually reimbursed; (vi) the costs of repairs due or other work necessitated by casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to casualty the extent insurance proceeds or a condemnation which are reimbursed award, as applicable, is actually received by third partiesLandlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (vii) other than any cost incurred due interest charges for capital improvements referred to Landlord’s breach of this Lease in Section 6.1.1(iv) hereinabove, any interest or the lease of payments on any other tenant of financing for the Building or Projectthe Park, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (viii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount payable portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Landlord by way of indemnity or for damagesTenant in accordance with Section 27 hereof; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to Landlord’s cost for the extent directly caused by Tenantrepairs and maintenance items set forth in Section 11.3; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; or any income, estate, inheritance or other transfer tax and costs included in Operating Expenses representing an amount paid to any entity related to Landlord which is in excess profit, franchise or similar taxes on Landlord’s businessof the amount which would have been paid in the absence of such relationship; (xi) debt service on any legal fees incurred by Landlord in enforcing its rights mortgages and payments under other leases for premises in the Building a ground lease or the Projectmaster lease; (xii) any costs, fees, dues, contributions fines or similar expenses for political, charitable, industry association penalties incurred due to violations by Landlord or similar organizationsany other tenant of any governmental rule or authority and the defense of same; (xiii) intentionally deleted; costs (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materialsfines, laborpenalties, architecture, permits, licensesinterest, and inspection fees costs of repairs, replacements, alterations and/or improvements) incurred in bringing the Building into compliance with respect to laws (including the construction or installation Americans with Disabilities Act) in effect as of tenant improvements or the Commencement Date and as interpreted by applicable governmental authorities as of such date; (xiv) except as otherwise improvingprovided in this Lease, decoratingthe cost of any capital improvements; (xv) bad debt loss, paintingrent loss, or redecorating vacant space reserves for new tenants bad debts or other occupants of the Buildingrent loss; (xvi) intentionally deletedcosts associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Park, including the costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any interest of Landlord in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and project management, or between Landlord and other tenants or occupants; (xvii) the wages and benefits of any amount paid to subsidiaries employee who does not devote substantially all of his or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services her employed time to the building, or for supplies or other materials, Park unless such wages and benefits are prorated to reflect time spent on operating and managing the extent that such amounts exceed Park vis-a-vis time spent on matters unrelated to operating and managing the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are locatedPark; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting arising from the negligence, gross negligence or willful misconduct or omission of the Landlord or its agents, contractors employees, vendors, contractors, or employeesproviders of materials or services; (xix) costs of performing work expressly provided under any lease to be borne at Landlord’s sole expense or at no cost to Tenant; (xx) wages, salaries and other compensation paid to any executive employee expenses incurred for use of Landlord and/or any employee of Landlord not directly involved in the management and operation portion of the PremisesPark to accommodate special events held solely for the benefit of a particular tenant of the Project; and (xxi) any cost political or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasecharitable contributions.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the followinginclude: (i) depreciation on costs (including permit, license, and inspection fees) incurred in renovating, improving or decorating vacant space or space for other tenants within the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts incurred because Landlord or another tenant violated the terms and conditions of any lease within the Project; (iii) ground lease paymentslegal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of any portion the Project), mortgage principal leasing commissions, promotional expenses, attorneys’ fees, advertising expenses, and other costs incurred in connection with the original leasing of the Project or interestfuture re-leasing of any portion of the Project and in constructing improvements to other tenant’s premises for any other tenant of the Project; (iv) depreciation of the 000 Xxxx Xxxxx Building, the 000 Xxxx Xxxxx Building or any other improvements situated within the Project and expense reserves; (v) any items for which Landlord is actually reimbursed; (vi) costs of repairs or other work necessitated by casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (vii) other than any interest charges for capital expensesimprovements referred to in Section 6.1.1(iv) hereinabove, any interest or payments on any financing for the 000 Xxxx Xxxxx Building, the 000 Xxxx Xxxxx Building or the Project, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same and any depreciation allowance or expense reserves; (viii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with Section 27 hereof; (ix) Landlord’s cost for the repairs and maintenance items set forth in Section 11.3; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to any entity related to Landlord which is in excess of the amount which would have been paid in the absence of such relationship; (xi) any payments under a ground lease or master lease; (xii) management fees in excess of three percent (3%) of the gross revenues of the Project; (xiii) all customary capital repairs and replacements to the base structural elements and operating systems of the Premises, including the foundation, roof structure, roof membrane, exterior walls and heating, ventilation and air conditioning systems, other than those in strict compliance with clause any capital repairs or replacements triggered by Tenant’s particular and unique use of the Premises or Tenant Improvements or Alterations to the Premises or any New ADA Work as provided In subsection (xi) of Section 2.2.1 of this Lease6.1.1 above; (vxiv) compensation paid to any employee of Landlord above the grade of Property Manager/Building Superintendent, including officers and executives of Landlord; (xv) costs of any service provided electrical energy furnished and metered directly to any tenant in tenants of the Building Project or for which are directly billed Landlord is entitled to such be reimbursed by tenants as additional rental over and above tenant’s Base Rent or pass-through of Operating Expenses; (vixvi) the costs of repairs due to casualty or condemnation maintenance which are reimbursed covered by third partieswarranties or service contracts in existence on the Commencement Date and to the extent such maintenance and repairs are made at no cost to Landlord; (viixvii) any cost the costs and expenses incurred due to Landlord’s breach in leasing equipment or systems that would ordinarily constitute a capital expenditure if such equipment or systems were purchased which Is excluded from Operating Expenses under subsection (xiii) above; (xviii) the costs of this Lease repairs, alterations and general maintenance necessitated by the gross negligence or willful misconduct of Landlord or its agents, employees, or contractors, or repairs, alterations and general maintenance necessitated by the lease gross negligence or willful misconduct of any other tenant or occupant of the Building Project or Projectany of their respective agents, employees, contractors, invitees, or licensees; (viiixix) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord damages or which constitutes constitute a fine, interest fine or penalty, including interest or penalties for late payment (except to the extent directly caused imposed due to late payment by Tenant); (xxx) any income, estate, inheritance cost for overtime or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s businessexpenses to Landlord in curing defaults; (xixxi) any the costs including fines, penalties, and legal fees incurred due to violations by Landlord Landlord, its employees, agents, or contractors or assigns, or any other tenant (excluding Tenant) or occupant of the Project of building codes, any governmental rule or requirement or the terms and conditions of any lease pertaining to the Project or any other contract; (xxii) any compensation paid to clerks, attendants or other persons in enforcing its rights under other leases for premises in the Building or commercial concessions operated by Landlord; (xxiii) Operating Expenses incurred with respect to any restaurant areas of the Project; (xiixxiv) any costs, fees, dues, charitable or political contributions or similar expenses for political, charitable, industry association or similar organizationsdonations of Landlord; (xiiixxv) intentionally deleted; during only the initial three (xiv3) costs for sculpturesyear and three (3) month term of this Lease expiring on June 30, paintings or other objects 2014, the cost of art; (xv) except to maintaining and repairing the extent expressly approved in writing by Tenant in advanceroof of the 000 Xxxx Xxxxx Building and the roof of the 000 Xxxx Xxxxx Building, costs, including, without limitation, materials, labor, architecture, permits, licensesincluding the cost of any roof maintenance contracts, and inspection fees incurred with respect to the construction or installation cost of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants resurfacing the roof of the 000 Xxxx Xxxxx Building the first time such resurfacing occurs during the term of this Lease, provided that the replacement of the structural portions of the roof of the 000 Xxxx Xxxxx Building and of the 000 Xxxx Xxxxx Building during the Term of this Lease shall be Landlord’s obligations under Section 11.3 of this Lease without reimbursement from Tenant through Tenant’s payment of Tenant’s Share of Operating Expenses; or (xxvi) during only the initial three (3) year and three (3) month term of this Lease expiring on June 30, 2014, the cost of maintaining and repairing the heating, ventilation and air-conditioning units serving the 000 Xxxx Xxxxx Building and the 000 Xxxx Xxxxx Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent including such units that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which serve the Premises are located; (xviii) reserves set aside for maintenance or repair of the Common Areas, including the Building or the Project or costs for reserves cost of any kind; maintenance contract, provided that the replacement of any such unit at any time during the term of this Lease shall be Landlord’s obligation under Section 11.3 of this Lease without reimbursement from Tenant through Tenant’s payment of Tenant’s Share of Operating Expenses. Landlord agrees that (xixy) any fines, costs, penalties Landlord will not collect or interest resulting from the negligence, misconduct or omission be entitled to collect more than one hundred percent (100%) of the increases in Operating Expenses actually paid by Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in connection with the management and operation of the Premises; Building in any calendar year, and (xxiz) excluding management fees and any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” other fees expressly provided in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease, Landlord shall make no profit from Landlord’s collection of Operating Expenses.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Phase; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for premises within the Phase; (iii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Phase), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Phase or future re-leasing of any portion of the Phase; (iv) depreciation of the Building or any other improvements situated within the Phase; (v) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by any other tenant of the Phase; (vi) costs of repairs or other occupants work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the Buildingright of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (xvivii) intentionally deletedother than any interest charges for capital improvements referred to in Section 6.1.1(iv) hereinabove, any interest or payments on any financing for the Building or the Phase, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves same; (xviiviii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount portion of the Phase, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix) Landlord’s cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Phase to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair absence of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisessuch relationship; and (xxixi) any cost payments under a ground lease or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasemaster lease.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 2.6 above, the following costs and expenses shall be excluded from Landlord’s Operating Expenses shall not include any of the following: Expenses: (i1) depreciation on the Building and/or on any project of which the Building is a part Landlord’s Tax Expenses; (the “Project”); (ii2) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expensesinterest on indebtedness, debt amortization or ground rent paid by Landlord in connection with any mortgages, deeds of trust or other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty financing encumbrances, or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant ground leases of the Building or Project; the Property; (viii3) any amount payable by Landlord by way of indemnity capital improvements or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except other capital expenditures to the extent directly caused by Tenant; Property other than the Permitted Capital Expenditures provided in subsection 2.6 above; (x4) legal, auditing, consulting and professional fees and other costs paid or incurred in connection with financings, refinancings or sales of any income, estate, inheritance interest in Landlord or other transfer tax and any excess profit, franchise or similar taxes on of Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises interest in the Building or the Project; Property or in connection with any ground lease (xii) any including, without limitation, recording costs, mortgage recording taxes, title insurance premiums and other similar costs, but excluding those legal, auditing, consulting and professional fees and other costs incurred in connection with the normal and routine maintenance and operation of the Building and/or the Site); (5) legal fees, duesspace planner’s fees, contributions architect’s fees, leasing and brokerage commissions, advertising and promotional expenditures and any other marketing expense incurred in connection with the leasing, licensing or similar expenses occupying of space in the Building (including new leases, lease amendments, lease terminations and lease renewals); (6) the cost of any items to the extent to which such cost is reimbursed to Landlord by tenants of the Property (other than pursuant to Section 2.6), or other third parties, or is covered by a warranty to the extent of reimbursement for politicalsuch coverage; (7) expenditures for any leasehold improvement which is made in connection with the preparation of any portion of the Building for occupancy by any tenant or which is not made generally to or for the benefit of the Building or the Property; (8) the cost of performing work or furnishing service to or for any tenant other than Tenant, charitableat Landlord’s expense, industry association to the extent such work or similar organizations; service is in excess of any work or service Landlord is obligated to provide to Tenant or generally to other tenants in the Building at Landlord’s expense; (xiii9) intentionally deleted; the cost of repairs or replacements incurred by reason of fire or other casualty, or condemnation (xivother than costs not in excess of a commercially reasonable deductible on any insurance maintained by Landlord which provides a recovery for such repair or replacement), to the extent Landlord actually receives proceeds of property and casualty insurance policies or condemnation awards or would have received such proceeds had Landlord maintained the insurance required to be maintained by Landlord under this Lease; (10) costs for the cost of acquiring sculptures, paintings or other objects of art; fine art in the Building; (xv11) bad debt loss, rent loss, or reserves for bad debt or rent loss; (12) unfunded contributions to operating expense reserves by other tenants; (13) contributions to charitable or political organizations; (14) expenses related solely and exclusively to the operation of the retail space in the Building; (15) damage and repairs necessitated by the negligence or willful misconduct of Landlord Parties; (16) fees, costs and expenses incurred by Landlord in connection with or relating to claims against or disputes with tenants of the Building; (17) interest, fines or penalties for late payment or violations of Legal Requirements by Landlord, if any, except to the extent expressly approved incurring such expense is either (a) a reasonable business expense under the circumstances or (b) caused by a corresponding late payment or violation of a Legal Requirement by Tenant, in writing which event Tenant shall be responsible for the full amount of such expense; (18) the cost of remediation and removal of “Hazardous Materials” (as that term is defined in Section 5.3 below in the Building or on the Property required by “Hazardous Materials Laws” (as that term is defined in Section 5.3 below, provided, however, that the provisions of this clause 18 shall not preclude the inclusion of costs with respect to materials (whether existing at the Property as of the date of this Lease or subsequently introduced to the Property) which are not as of the date of this Lease (or as of the date of introduction) deemed to be Hazardous Materials under applicable Hazardous Materials Laws but which are subsequently deemed to be Hazardous Materials under applicable Hazardous Materials Laws (it being understood and agreed that Tenant shall nonetheless be responsible under Section 5.3 of this Lease for all costs of remediation and removal of Hazardous Materials introduced or resulting from the acts or, where Tenant has a duty to act, omissions of any of the Tenant Parties). However, there shall be included in Operating Expenses the cost of Landlord’s routine annual or other periodic hazardous material or similar inspection of the buildings, the cost of which incurred during the Base Year shall also be included in Base Operating Expenses; (19) costs of replacements, alterations or improvements necessary to make the Building or the Property comply with Legal Requirements in effect and applicable to the Building and/or the Property prior to the date of this Lease, except to the extent the need for such replacements, alterations or improvements is caused by Tenant Parties (in advancewhich case Tenant shall nonetheless be responsible for such costs in accordance with Section 5.10 of this Lease) provided, costshowever, that the provisions of this clause 19 shall not preclude the inclusion of costs of compliance with Legal Requirements enacted prior to the date of this Lease if such compliance is required for the first time by reason of any amendment, modification or reinterpretation of a Legal Requirement which is imposed after the date of this Lease; (20) costs and expenses incurred for the administration of the entity which constitutes Landlord, as the same are distinguished from the costs of operation, management, maintenance and repair of the Property, including, without limitation, materialsentity accounting and legal matters; (21) salaries and all other compensation (including fringe benefits) of partners, laborofficers and executives above the grade of Regional Property Manager; (22) Salaries or other compensation paid to employees above the grade of Regional Property Manager except that if any such employee performs a service which would have been performed by an outside consultant, architecturethe compensation paid to such employee for performing such service shall be included in Operating Expenses for the Building to the extent only that the cost of such service does not exceed the costs of such service had such service been performed by an outside consultant. Further, permitsif and to the extent an employee performs services at the Building and other properties, licenses, such employee’s labor costs shall be reasonably allocated and inspection fees incurred only the portion reasonably allocable to the Building shall be included in Landlord’s Operating Expenses (nothing contained herein shall affect Landlord’s right to collect the management fee specifically provided for above); (23) except as may be otherwise expressly provided in this Lease with respect to specific items, the construction cost of any services or installation of tenant improvements materials provided by any party related to Landlord, to the extent such cost exceeds, the reasonable cost for such services or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants materials absent such relationship in self-managed buildings similar to the Building in the vicinity of the Building; ; (xvi24) intentionally deleted; Depreciation, except that “Permitted Capital Expenditures” (xviias hereinbefore defined) any amount paid to subsidiaries or affiliates of Landlordand interest and amortization thereon, or to any other party as a result of a non-competitive selection process, which shall include payments for management or other services to the building, or for supplies or other materials, rented equipment to the extent that such amounts exceed rented equipment would, if purchased, constitute a Permitted Capital Expenditure or would be used in performing the costs that would have been paid had work which constitutes a Permitted Capital Expenditure, shall be included in Operating Expenses; (25) Any advertising, promotional or marketing expenses for the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis Building; (26) Penalties and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside interest for maintenance or repair of Common Areas, the Building or the Project or costs for reserves late payment of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission obligations of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the BuildingLandlord, including, without limitation, hazardous materials taxes, insurance, equipment leases and other past due amounts, provided that Tenant pays Operating Expenses and Real Estate Taxes timely as and when due; (27) All costs and expenses of any special events (e.g. receptions, concerts); provided, however, that Tenant shall pay the entire costs and expenses of any special events run by Tenant; (28) All legal, architectural, engineering, accounting and other professional fees; provided, however, that legal, architectural, engineering, accounting and other professional fees and costs incurred in connection with the management, operation, maintenance and repair of the Office Park shall be included in Operating Expenses; (29) Reserves, provided, however, amounts actually expended in maintaining, repairing and operating the Property shall be included in Operating Expenses, except to the extent excluded, limited or the like, elsewhere in this Section 2.7; (30) All costs and expenses arising out of (i) any violation or breach of any lease of space in the soil Building, the Site or ground waterthe Office Park, subject or (ii) any other breach of contract by Landlord except if due to Tenant obligations referenced the act, omission, fault or negligence of Tenant; and (31) Any management, administrative, supervisory or the like fee, charge or the like other than the three percent (3%) management fee set forth as item in Section 21.2 the first paragraph of this Section 2.6; provided, however, that if Tenant requests Landlord or its managing agent to perform work for Tenant beyond that which is covered by this Lease, the same shall be done on a work order basis for which Landlord shall have the right to charge Tenant for Landlord’s performing same. To the extent that Landlord owns other buildings in the Office Park, Landlord’s Operating Expenses that relate to the common areas of the Office Park (and not exclusively to the Building or exclusively to any other buildings within the Office Park) shall be reasonably allocated by Landlord among all such buildings in the Office Park.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: following (i“Operating Expense Exclusions”): (a) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) expenses for the costs of any service maintenance, repair, or replacement required to be performed by Landlord at its own expense under Section (10)(b); (b) advertising, marketing, promotional or commission expenses; (c) interest on, amortization of and any other charges in respect of mortgages and other debts; (d) profits, franchise, gains, estate, income, succession, gift, corporation, unincorporated business and gross receipts taxes imposed upon Landlord, or any interest or penalties for failure to timely pay those taxes or any other taxes; (e) any expenses which are not paid or incurred in respect of the Demised Premises but rather in respect of other real property owned by Landlord, provided that with respect to any tenant expenses attributable in part to the Building which Demised Premises and in part to other real property owned or managed by Landlord (including salaries, fringe benefits and other compensation of Landlord’s personnel who provide services to both the Demised Premises and other properties), Operating Expenses shall include only such portion thereof as are directly billed apportioned by Landlord to such tenant; the Demised Premises on a fair and equitable basis; (vif) costs incurred with respect to a sale or transfer of all or any portion of the Demised Premises by Landlord or any interest therein or in any party of whatever tier owning an interest therein; (g) costs incurred in connection with the acquisition or sale of air rights, or transferable development rights; (h) the costs rental cost of repairs due items which (if purchased) would be capitalized and excluded from Operating Expenses, except if the cost of such items (if purchased) would be included in Operating Expenses pursuant to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or if in accordance with good business practices, such items are rented on an occasional basis; (i) costs relating to withdrawal liability or unfunded pension liability under the lease of any other tenant of the Building or Project; Multi-Employer Pension Plan Act; (viiij) any amount interest, fine, penalty or other late charges payable by Landlord Landlord, incurred as a result of late payments by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penaltyLandlord, except to the extent directly caused the same was with respect to a payment, part or all of which was the responsibility of Tenant hereunder and with respect to which Tenant did not make in a timely fashion or did not make at all; (k) the cost of repairs or replacements or restorations by reason of fire or other casualty, in each instance, to the extent Landlord receives compensation through the proceeds of insurance or by the condemning authority (except as specifically required by this Lease to be paid by Tenant; ) (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees reasonable collection costs incurred by Landlord are not excluded from Operating Expenses); (l) Landlord’s bad debt loss, rent loss or reserves for bad debts or rent loss, if any; (m) the cost of investigating, monitoring or remedying any illegal environmental condition or “Hazardous Substances” (this exclusion is not intended to preclude the inclusion of ordinary trash disposal costs from Operating Expenses), in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costsall events, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except only to the extent expressly approved in writing not caused by Tenant or Tenant’s Affiliates; (n) any costs resulting from insurance deductibles being maintained by Landlord that are in advance, costs, excess of those that are commercially reasonable under the circumstances; (o) costs incurred in connection with lawsuits or other legal actions (including, without limitation, materialsarbitrations and mediations) instituted or defended by Landlord which are unrelated to Tenant, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, paintingTenant’s Affiliates, or redecorating vacant space for new tenants or other occupants the use of the Building; Demised Premises during the Term; (xvip) intentionally deleted; ground rent; (xviiq) any amount paid costs and expenses payable to subsidiaries Landlord or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materialsits affiliate, to the extent that such amounts costs and expenses materially exceed competitive costs and expenses for materials and services by unrelated persons or entities of similar skill and experience; (r) reserves for un-anticipated future expenses; and (s) the costs that would of the initial construction of the Phase I Improvements and the Phase II Improvements. These Rules and Regulations have been paid had adopted by Landlord for the servicesmutual benefit and protection of all the tenants of the Building in order to insure the safety, supplies care and cleanliness of the Building and the preservation of order therein. 1. The sidewalks shall not be obstructed or materials been provided used for any purpose other than ingress and egress. No tenant and no employees of any tenant shall go upon the roof of the Building without the consent of Landlord. 2. No awnings or other projections shall be attached to the outside walls of the Building. 3. The plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances, including Hazardous Substances, shall be thrown therein. 4. No tenant shall cause or permit any objectionable or offensive odors to be emitted from the Demised Premises. 5. The Demised Premises shall not be used for (i) an auction, "fire sale", "liquidation sale", "going out of business sale" or any similar such sale or activity, (ii) lodging or sleeping, or (iii) any immoral or illegal purposes. 6. No tenant shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with tenants of this or neighboring buildings or premises or those having business with them. 7. Each tenant must, upon the termination of this tenancy, return to the Landlord all keys of stores, offices, and rooms, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant shall pay to the Landlord the cost of replacing the same or of changing the lock or locks opened by parties unaffiliated such lost key if Landlord shall deem it necessary to make such change. 8. Canvassing, soliciting and peddling in the Building and the Project are prohibited and each tenant shall cooperate to prevent such activity. 9. Landlord will direct electricians as to where and how telephone or telegraph wires are to be introduced. No boring or cutting for wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Demised Premises shall be subject to the approval of Landlord. 10. Parking spaces associated with the Landlord and/or Building are intended for the exclusive use of passenger automobiles. Except for intermittent deliveries, no vehicles other than passenger automobiles, including pick-up trucks and SUV’s, may be parked in a parking space (other than spaces expressly designated on a competitive basis the Plans for truck parking) without the express written permission of Landlord. Trucks may be parked only in truck dock positions and are consistent with those incurred by similar buildings in other paved areas expressly designated for such purpose in the same metropolitan Plans. Trailers may be parked only in paved areas expressly designated for such purpose in the Plans. Neither trucks nor trailers may be parked or staged in (i) areas adjacent to truck docks, serving any portion of the Building, which are intended by Landlord for truck maneuvering or (ii) any driveway, drive aisle or other paved area in which the Premises are located; (xviii) reserves set aside provides ingress or egress for maintenance cars or repair trucks to or from any portion of Common Areas, the Building or any street adjoining the Building. 11. No tenant shall use any area within the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from storage purposes other than the negligence, misconduct or omission interior of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Demised Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or payments by Landlord of interest and principal on any project debt secured by a mortgage, deed of which trust or similar instrument (collectively, a “Mortgage”) encumbering the Total Building is a part (the “Project”)Facilities or any portion thereof; (ii) intentionally deleteddepreciation and amortization costs (except as provided below); (iii) ground lease paymentstaxes and assessments attributable to the personal property of tenants, mortgage principal and Mortgage lien taxes, documentary stamp taxes, recording fees or interestthe like; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leaseleasing commissions; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenantground rent; (vi) legal fees and other expenses incurred by Landlord in dealings with other present or prospective tenants or occupants of the costs of repairs due to casualty or condemnation which are reimbursed by third partiesBuilding; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease costs of any other tenant special services, operations or accommodations incurred for the benefit of the Building or Projectselect tenants; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a finecosts incurred in renovating, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, redecorating or redecorating otherwise improving usable area in the Building (vacant space or otherwise) for new tenants or other occupants of the Buildingindividual tenants; (xviix) intentionally deletedmarketing and promotional costs; and (xviix) any amount paid to subsidiaries or affiliates of Landlord, or to any capital expenditures other party as a result of a non-competitive selection process, for management or other services to than the building, or for supplies or other materials, Permitted Capital Expenditures. Operating Expenses shall be reduced to the extent that such amounts exceed Landlord is reimbursed therefor by (a) the costs that would have been paid had the services, supplies or materials been provided proceeds of insurance policies carried by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, includingor (b) warranty, without limitationor (c) recovery of damages to the Building from any third party. If any Operating Expense comprises a capital expenditure, hazardous materials then such capital expenditure shall be amortized (with interest thereon at a reasonable rate) in conformance with generally accepted accounting principals, and only the soil or ground water, subject to Tenant obligations referenced annual amortized installment of such capital expenditure shall be included in Section 21.2 of this LeaseOperating Expenses each year.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Phase; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for premises within the Phase; (iii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Phase), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Phase or future re-leasing of any portion of the Phase; (iv) depreciation of the Building or any other improvements situated within the Phase; (v) any items for which Landlord is actually reimbursed by Insurance or by direct reimbursement by any other tenant of the Phase; (vi) costs of repairs or other occupants work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the Buildingright of eminent domain to the extent Insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (xvivii) intentionally deletedother than any interest charges for capital improvements referred to in Section 6.1.1(iv) hereinabove, any interest or payment of any financing for the Building or the Phase, interest and penalties incurred as a result of Landlord’s late payments on any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (xviivii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount portion of the Phase, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix) Landlord’s cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Phase to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair absence of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisessuch relationship; and (xxixi) any cost payments under a ground lease or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasemaster lease.

Operating Expense Exclusions. Notwithstanding the foregoing, “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”)expenditures classified as Capital Expenditures in accordance with standard real estate accounting practices, except as set forth in Section 3.2.2 above; (ii) intentionally deleted; (iii) ground lease paymentscosts for which Lxxxxxxx receives reimbursement by Txxxxx, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Projectby any other third party (other than through the operating expense pass-through provisions of their leases); (iii) marketing costs, leasing commissions, brokerage fees, attorneys’ fees and other costs incurred by Landlord in connection with leasing or attempting to lease space within the Real Property; (iv) debt service on any indebtedness secured by the Real Property (except debt service on indebtedness to purchase or pay for items specified as permissible Operating Expenses); (v) sums which constitute repairs or other work necessitated by fire or other casualty for which Landlord receives insurance proceeds; (vi) sums incurred for the alteration or renovation of vacant space in the Building; (vii) expenditures paid to a related corporation, entity or persons which are in excess of the amount which would be paid in the absence of such relationship; (viii) any amount payable by Landlord by way expenditures resulting from the relocation or moving of indemnity or for damagestenants in the Building to another location within the Building; (ix) any amount payable by Landlord which constitutes a finenet income, interest franchise or penaltycorporate tax, except to the extent directly caused by Tenantany leasehold taxes on other tenants’ personal property, sales, capital levy, capital stock, excess profits, and documentary transfer taxes; (x) attorneys’ fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants of the Real Property, or any incomeother attorneys’ fees incurred in connection with the Real Property (including, estatewithout limitation, inheritance any financing, sale or other transfer tax and any excess profitsyndication of the Real Property), franchise or similar taxes on Landlord’s businessexcept (A) as specifically enumerated as an Operating Expense in this Lease and/or (B) to the extent the expenditure of such attorneys’ fees generally benefits all of the tenants of the Real Property; (xi) any legal fees costs incurred by Landlord in enforcing its rights under other leases for premises in due to the Building violation by Landlord or a tenant of the Projectterms and conditions of any lease of space within the Real Property; (xii) any costsLandlord’s general corporate overhead and administrative expenses, fees, dues, contributions or similar expenses except for political, charitable, industry association or similar organizationsLandlord’s property management fee; (xiii) intentionally deletedany compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of Landlord; (xiv) costs for sculptures(including, paintings or other objects without limitation, fines, penalties, interest, and costs of art; (xvrepairs, replacements, alterations and/or improvements) except to incurred in bringing the extent expressly approved Real Property into compliance with applicable Laws in writing effect as of the Lease Commencement Date and as interpreted by Tenant in advance, costsapplicable governmental authorities as of such date, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect any costs to correct building code violations pertaining to the design or construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the BuildingBuilding or any other improvements to the Real Property, to the extent such violations exist as of the Lease Commencement Date under any applicable Laws in effect and as interpreted by applicable governmental authorities as of such date; (xv) utility costs to the extent Tenant or any other tenant of the Real Property is directly paying such utility costs to the applicable utility provider; (xvi) intentionally deletedcosts of correcting defects in, or significant design error relating to, the initial design or construction of the Building or any other improvements to the Real Property or equipment or materials used therewith, and costs incurred in connection with the original construction of the Real Property; and (xvii) costs incurred to comply with Laws with respect to cleanup, removal, investigation and/or remediation of any amount paid to subsidiaries Hazardous Materials in, on or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to under the building, or for supplies or other materials, Real Property and/or the Building to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; Hazardous Materials are: (xviiiA) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials present in the soil or ground watergroundwater of the Real Property; (B) in existence as of the Lease Commencement Date and in violation of Laws in effect as of the Lease Commencement Date; and/or (C) introduced into or onto the Real Property and/or Building after the Lease Commencement Date by Landlord or any of Landlord’s agents, subject to Tenant obligations referenced employees, contractors or tenants in Section 21.2 violation of this LeaseLaws in effect as of the date of introduction.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 6.01 above, Operating Expenses shall not include include: (1) Principal or interest payments with respect to mortgages against the Building; (2) Ground lease payments or any of other payments under any superior lease; (3) Depreciation and amortizations, except as provided herein all as determined in accordance with generally accepted accounting principles and sound real estate practices, consistently applied, and when depreciation or amortization is permitted or required, the following: item shall be amortized over its reasonably anticipated useful life; (4) Capital costs, except (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) new capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except improvements to the extent directly caused by Tenant; the same are (xa) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; expected to reduce the normal operating costs (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materialsutility costs) of the Building, laboror (b) for the purpose of complying with any law, architecturerule or order (or amendment thereto) not in effect as of the date of this Lease, permits, licenses(ii) capital repairs, and inspection fees incurred with respect (iii), subject to item 16 below and other expressly excluded items, capital replacements (all allowable costs that are capital in nature shall be amortized using a commercially reasonable interest rate over the applicable useful life, taking into consideration the anticipated cost savings); (5) Charges for special items or services billed separately to and paid by tenants of the Building; (6) Costs of any items to the construction extent Landlord receives reimbursement from insurance proceeds from Landlord’s or installation of tenant improvements Tenant’s insurance carriers, from a warranty or guaranty given to Landlord or Tenant, from another party under the Declaration, or otherwise improvingfrom a third party; (7) The cost of providing any service directly to and paid directly by any tenant (other than through Operating Expense pass through provisions), decoratingand the cost of services provided selectively to one or more tenants of the Building (other than Tenant) without reimbursement; (8) Marketing costs, paintingincluding 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 redecorating vacant space for new prospective tenants or other occupants of the Building; ; (xvi9) intentionally deleted; 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, modifying, decorating, painting or redecorating vacant space for occupancy by tenants or other occupants of the Building; (xvii10) Costs associated with the operation of the business of the ownership or entity which constitutes “Landlord” (as the same are distinguished from the costs of operating the Building), including, but not limited to, costs of defending any amount paid to subsidiaries lawsuits with any mortgagee, legal fees incurred in the negotiation and enforcement of tenant leases and costs of selling, syndicating, financing, mortgaging or affiliates hypothecating any of Landlord’s interest in the Building; (11) The wages of any employee above the grade of building manager (the wages of the property manager are allowable as an Operating Expense; provided, or to any other party as a result however, only the portion of a non-competitive selection process, for management or other services such property manager’s time actually spent devoted to the building, or for supplies or other materials, Building shall be passed through); (12) The cost of services provided by Landlord’s affiliates to the extent that such amounts costs would exceed the costs that would have been paid had the services, supplies or materials been provided of such services rendered by unaffiliated third parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; basis; (xviii13) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costsFines, penalties and interest incurred as a result of Landlord’s negligence or interest resulting from the negligence, willful misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 breach of this Lease; (14) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; (15) Landlord’s cost of electricity and other services which it has sold to tenants and for which Landlord has been reimbursed; (16) The cost of structural replacements, roof replacements or new asphalt in parking areas (other than for routine maintenance or seal coating, which are allowable expenses); (17) Any cost for environmental compliance or remediation related to matters in existence as of the date of the Lease or occasioned by Landlord, Landlord Parties or another tenant; or (18) The cost of repair or correction of any construction defects or code violations in the Base Building Improvements. All governmental and other third party payments, credits, abatements, refunds, rebates, grants, financing concessions, tax relief and other subsidies or incentives (if any) received by Landlord solely due to Tenant’s taking of occupancy within the Building shall inure to the economic benefit of Tenant as an offset against Operating Expenses. Landlord shall diligently and in good faith reasonably cooperate with Tenant in its efforts to pursue any subsidies or incentives, but makes no representation, express or implied, as to the amount of any subsidies or incentives that may be available to Tenant at no cost to Landlord. In addition, any income received by Landlord from a party other than Tenant for use of any portion of the parking areas or inside the Building (without hereby authorizing such use) shall be an offset against Operating Expenses. Landlord will designate a Building Engineer whose sole responsibility will be maintenance of the Project and will make him or her available to Tenant for Tenant’s use in addressing ordinary maintenance and repair items and service issues within the Premises and Building. The commercially reasonable wages of the Building Engineer may be included in Operating Expenses (without markup) and reasonable associated costs customarily associated with such position (such as cell phone and mileage reimbursement if picking up supplies etc.), but no other costs associated with the Building Engineer may be included as part of Operating Expenses.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any item of expense that was not included in Base Year Operating Expenses without Landlord providing a reasonable explanation for the necessity to do so and obtaining Tenant’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Operating Expenses shall not include (i) specific costs for any capital repairs, replacements or improvements, except as provided above; (ii) expenses for which Landlord is reimbursed or indemnified (either by an insurer, condemnor, tenant, warrantor or otherwise) to the extent of funds received by Landlord; (iii) expenses incurred in leasing or procuring tenants (including lease commissions, advertising expenses and expenses of renovating space for tenants); (iv) payments for rented equipment, the cost of which would constitute a capital expenditure not permitted pursuant to the foregoing if the equipment were purchased; (v) interest or amortization payments on any mortgages or deeds of trust; (vi) net basic rents under ground or underlying leases; or (vii) costs specially billed to and paid by specific tenants. There shall be no duplication of costs or reimbursements. Operating Expenses shall not include the following: A. any expenditure (including, without limitation, the rental or purchase cost of any improvement, part, supply, tool, item of equipment, or repair) that would be deemed a capital expenditure under generally accepted accounting principles (“GAAP”), except any such expenditure that: (i) depreciation on is incurred primarily to reduce current or future operating expense costs or otherwise improve the Building and/or on operating efficiency of the Property (provided that such savings are not primarily for the benefit of any project of which the Building is a part particular tenant other than Tenant) (the “ProjectCost-Saving Expenditures”); (ii) intentionally deletedis required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the date of the Lease (“Code-Required Expenditures”); (iii) ground lease payments, mortgage principal is covered by any insurance deductible that is not excluded from Expenses pursuant to subparagraph B below or interest; (iv) capital expensesis incurred to repair damage from a Casualty for which insurance is available but not maintained by Landlord, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except but only to the extent directly caused of an amount equal to a commercially reasonable deductible for such insurance. Any capital expenditure that is deemed an Expense pursuant to clause (i) of the first sentence of this subparagraph A (and not pursuant to any other provision hereof) shall be amortized by Tenant; Landlord over such period as may be selected by Landlord provided that the annual amortized portion of such expenditure shall not exceed the actual cost savings generated by the item for which such expenditure was incurred. Any capital expenditure that is deemed an Expense pursuant to clause (xii) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; of the first sentence of this subparagraph A shall be amortized by Landlord over the actual useful life of the item for which such expenditure was incurred (xi) any legal fees incurred as reasonably determined by Landlord in enforcing its rights under other leases for premises in accordance with GAAP); provided, however, that if such item generates a costs savings, such expenditure may, at Landlord’s option, be amortized over such shorter period, if any, as may be selected by Landlord provided that the Building annual amortized portion of such expenditure shall not exceed the actual cost savings realized. The amortized cost of any capital items may, at Landlord’s option, include actual or imputed interest at the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except rate that Landlord would reasonably be required to pay to finance the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants cost of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.capital item;

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term "Operating Expenses Expenses" shall not include any of the following: (i) depreciation on or financing of the Building and/or on or any project of which other improvements situated within the Building is a part (the “Project”)Project and any other expense reserves; (ii) intentionally deletedany expense that is an Operating Expense for which Landlord is actually reimbursed by insurance or for which Landlord is reimbursed directly by a tenant of the Adjacent Park (other than a reimbursement by such tenant of only such tenant's pro-rata share of such Operating Expense); (iii) ground lease paymentsthe costs of repair or other work necessitated by the exercise of the power of eminent domain or by virtue of any Tenant Insured, mortgage principal Landlord Insured or interestUninsured Casualty, other than the deductible amounts under any policy of insurance to the extent relating to the Common Areas and/or Facilities located thereon, (which shall be governed by Sections 27 and 28); (iv) capital costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 29 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 29 hereof; (v) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; (vi) any costs for Landlord's general administrative expenses, management of the Project or the Adjacent Park, time spent by Landlord or any of Landlord Parties, other than those the property management fee specified in strict compliance Section 8.2.1.6, (vii) any payments under a ground lease or master lease; (viii) costs incurred by Landlord in repairing structural portions of the roof and/or structural portions of the perimeter walls of the Building; (ix) costs incurred by Landlord in connection with clause the negotiation, performance or non-performance of any lease of the Adjacent Park, (x) any costs arising from Landlord's default under this Lease or Landlord's violation of Law or any Recorded Matter or the gross negligence or willful misconduct of Landlord or any Landlord Parties (as defined in Section 31.4; (xi) any capital improvement or repair cost incurred to reduce Operating Expenses to the extent such cost exceeds the Operating Expense reduction attributable thereto or to the extent such improvement or repair cost exceeds the amortized portion thereof permitted to be included in Operating Expenses pursuant to Section 8.2.2 above; (xii) costs occasioned by the breach of Section 2.2.1 lease or violation of Law by any occupant of the Adjacent Park or their respective agents, employees, members, officers, directors, invitees or contractors; (xiii) costs arising as a consequence of Landlord's gross negligence, willful misconduct, violation of Law not attributable to Tenant or any other tenant of the Project or Adjacent Park, or breach of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (viixiv) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or ProjectTax Expense, which shall be governed by Section 8.3 below; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except that portion of Landlord's premiums for earthquake (DIC) insurance that exceeds the product of (a) 3 and (b) an amount equal to the extent expressly approved first year's earthquake (DIC) insurance premium (adjusted annually on the policy anniversary date by the increase, if any, in writing by Tenant in advancethe Bureau of Labor Statistics Consumer Price Index, costsAll Urban Consumers, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the BuildingSan Francisco-Oakland-San Xxxx (1982-84=100); (xvi) intentionally deleted; (xvii) any an amount paid to subsidiaries or affiliates of Landlorda person, or to any other party as a result of a non-competitive selection processfirm, for management corporation or other services entity related to or affiliated with Landlord that is in excess of the building, or for supplies or other materials, to the extent that such amounts exceed the costs that amount which would have been paid had in an arm's length transaction; and (xvii) subject to the servicesprovisions of Section 29, supplies and except as provided in Section 8.2.1.9, any costs or materials been provided by parties unaffiliated liabilities arising in connection with the Landlord and/or remediation, removal, investigation, mitigation, or clean up of any Hazardous Materials located on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which Lot or the Premises are locatedAdjacent Park; (xviii) reserves set aside for maintenance or repair the premium cost of Common Areaspollution insurance described in Section 8.2.1.2 to the extent such premium exceeds the product of (a) 3 and (b) an amount equal to the first year's pollution insurance premium [adjusted annually on the policy anniversary date by the increase, the Building or the Project or costs for reserves of any kind; (xix) any finesif any, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation Bureau of the Premises; and Labor Statistics Consumer Price Index, All Urban Consumers, San Francisco-Oakland-San Xxxx (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease1982- 84=100)].

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any (1) the cost of the following: (i) depreciation acquisition of the Land or the construction of the Project and, subject to Section 2.4(e), the improvements on the Building and/or on Land, whether initially installed or installed in connection with any project replacement or expansion of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii2) the initial cost of the installation or construction of Parking Garage and other parking areas, parking garages or parking decks or the amortization or depreciation of such initial cost; (3) subject to terms of Section 2.4, costs incurred in connection with the operation, leasing, repair, maintenance and management of any costsstorage space or Parking Garage ; (4) depreciation and amortization, including depreciation of structures or buildings located on the Land (including the Project); (5) legal fees, duesleasing commissions, contributions costs of art and sculptures, and other such costs incurred in connection with the development or similar leasing of the Project, including expenses associated with maintaining a leasing office; (6) costs or expenses for political, charitable, industry association correcting defects in the design or similar organizationsconstruction of the Project; (xiii7) intentionally deletedreserves for future expenditures that would be incurred subsequent to the current accounting year; (xiv) 8) costs for sculpturesor expenses of providing or performing improvements, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advancework, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improvingrenovations, decorating, painting, or redecorating vacant space for new repairs to or within any portion of the premises of any other tenants or other occupants of the BuildingProject in connection with leasing space to such other tenant or occupant; (xvi9) intentionally deletedcosts or expenses incurred that are subject to reimbursement by tenants (including Tenant) or third parties (including insurers), including Landlord’s cost of electricity and other services sold separately to tenants for which Landlord is entitled to be reimbursed by such tenants as an additional charge over and above the base rent and operating expenses or other rental adjustments payable under the lease with such tenant as well as domestic water sub-metered and separately billed to tenants; (xvii10) expenses in connection with services or other benefits of a type which Tenant is not entitled to receive under the Lease but which are provided to another tenant or occupant or which are provided to one or more, but not all, tenants of the Project; (11) costs or expenses incurred as a result of disputes or negotiations with other tenants or occupants of the Project, including attorneys’ fees, any costs or expenses incurred in negotiating, amending, administering or terminating leases, any brokerage commissions, or construction or planning expenses in connection with leasing space in the Project; (12) any amount insurance premiums or any costs or expenses associated with any policies of insurance if and to the extent any tenant causes Landlord’s existing insurance premiums to increase or requires Landlord to purchase additional insurance; (13) costs or expenses incurred due to violations by Landlord or any tenant of the Project of any laws, rules, regulations, or ordinances applicable to the Project; (14) overhead and profit paid to subsidiaries or affiliates of Landlord, Landlord for services on or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materialsProject and/or Premises, to the extent only that such amounts exceed the costs of such services exceed competitive costs for such services were they not so rendered by a subsidiary or affiliate; (15) any compensation paid to clerks, attendants, or other persons engaged in any commercial concession operated by Landlord; (16) costs or expenses associated with the operation of the business of the entity which constitutes Landlord, such as the formation of the entity, internal accounting and legal matters; (17) costs or expenses representing an amount paid to an entity related to Landlord which is in excess of the amount that would have been paid had in the servicesabsence of such relationship in the competitive marketplace; (18) cost of repairs or other work occasioned by the exercise of a right of eminent domain; (19) any interest or payments on any mortgages or deeds of trust or rental on any ground or underlying lease, supplies and penalties and charges incurred as a result of Landlord’s late payment under such mortgages, deeds of trust or materials been provided ground leases; (20) management, supervisory, overhead or administrative salaries, wages, fees or charges of any kind, except as expressly set forth above; (21) subject to Section 2.4(e), costs of a capital nature, including capital improvements, capital repairs, capital replacements, capital equipment, and capital tools, which, under generally accepted accounting principles consistently applied, are not regarded as operating or maintenance expenses (including the cost of any rental or leased equipment that if purchased would be a capital expenditure); and the annual amortization (on a straight-line basis over the period reasonably estimated by parties unaffiliated Landlord to recover the cost thereof through a reduction in Operating Expenses) of capital expenditures for the replacements of or improvements to the Common Areas designed to reduce Operating Expenses that actually do not reduce Operating Expenses; (22) subject to clause (21) of this Section 2.5, costs or expenses of repairing or restoring any portion of the Project damaged or destroyed by fire or other casualty, to the extent reimbursed by insurance; (23) costs incurred by Landlord to comply with the Landlord and/or on a competitive basis and are consistent Americans with those Disabilities Act (42 U.S.C. § 12101 et seq.); (24) costs incurred by similar buildings Landlord for latent building construction defects; (25) costs incurred to test, survey, cleanup, contain xxxxx, remove, or otherwise remedy hazardous materials (as defined below) at the Project; (26) costs or expenses of leasing any item if the purchase price of such item is not properly chargeable as Operating Expenses; (27) any inheritance, estate, succession, transfer, gift tax, capital levy, margin, revenue, corporation or net profit tax calculated upon Landlord’s net income, except to the extent such items substitute for ad valorem taxes imposed upon the Project; (28) costs and expenses allocable directly and solely to the residential and retail spaces in the same metropolitan area Project and the portion of expenses reasonably equitably allocable to services or systems provided to tenants of the residential or retail spaces in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves expenses that are payable by the tenants of any kindthe residential or retail spaces in the Project that do not relate to the Office Building; (xix29) any fines, costs, penalties or interest resulting costs expressly excluded from the negligence, misconduct or omission of the Landlord or its agents, contractors or employeesOperating Expenses elsewhere in this Lease; (xx30) wagescosts or allocations that cannot be documented by Landlord, salaries and other compensation paid property manager or their representatives; (31) any rent charged to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisesshared gym; and (xxi32) any cost costs or expense related to removal, cleaning, abatement expenses reimbursed or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaserecovered by Landlord from any other source.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 4.03, above, Operating Expenses shall not include include: (1) Principal or interest payments with respect to mortgages against the Building; (2) Ground lease payments or any other payments under any superior lease; (3) Depreciation and amortizations, except as provided herein all as determined in accordance with generally accepted accounting principles and sound real estate practices, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (4) Capital improvements or replacements to the extent not amortized over the applicable useful life; (5) Charges for special items or services billed separately to (and in addition to Expense Adjustment Statements) and paid by tenants of the following: Building; (i6) depreciation on Costs of any items to the Building and/or on extent Landlord receives reimbursement from insurance proceeds from Landlord’s or Tenant’s insurance carriers or from a third party; (7) The cost of providing any project of which the Building is a part service directly to and paid directly by any tenant (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) through Operating Expense pass through provisions), and the cost of Section 2.2.1 of this Lease; (v) the costs of any service services provided selectively to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty one or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant more tenants of the Building or Project; (viiiother than Tenant) any amount payable by Landlord by way of indemnity or for damages; without reimbursement; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any 8) Marketing costs, feesincluding leasing commissions, duesattorneys’ fees (in connection with the negotiation and preparation of letters, contributions or similar expenses for politicaldeal memos, charitableletters of intent, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculpturesleases, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advancesubleases and/or assignments), space planning costs, includingand other costs and expenses incurred in connection with lease, without limitation, materials, labor, architecture, permits, licenses, sublease and/or assignment negotiations and inspection fees incurred transactions with respect to the construction present or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new prospective tenants or other occupants of the Building; ; (xvi9) intentionally deleted; 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, modifying, decorating, painting or redecorating vacant space for occupancy by tenants or other occupants of the Building; (xvii10) Costs associated with the operation of the business of the ownership or entity which constitutes “Landlord”, as the same are distinguished from the costs of operating the Building including, but not limited to, costs of defending any amount paid to subsidiaries lawsuits with any mortgagee, legal fees incurred in the negotiation and enforcement of tenant leases and costs of selling, syndicating, financing, mortgaging or affiliates hypothecating any of Landlord, or to ’s interest in the Building; (11) The wages of any other party as a result employee above the grade of a non-competitive selection process, for management or other building manager; (12) The cost of services to the building, or for supplies or other materials, provided by Landlord’s affiliates to the extent that such amounts costs would exceed the costs that would have been paid had the services, supplies or materials been provided of such services rendered by unaffiliated third parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; basis; (xviii13) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costsFines, penalties and interest incurred as a result of Landlord’s negligence or interest resulting from the negligencewillful misconduct; (14) Any bad debt loss, misconduct rent loss, or omission reserves for bad debts or rent loss; or (15) Landlord’s cost of the Landlord or its agents, contractors or employees; (xx) wages, salaries electricity and other compensation paid services which it has sold to any executive employee of tenants and for which Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasehas been reimbursed.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall be net of any reimbursement, refund or credit received by Landlord for the corresponding item of Operating Expense. In no event shall Landlord recover from County more than an amount equal to Tenant’s Proportionate Share (defined below) of Operating Expenses. Landlord shall not include recover more than the full actual cost of any item through Additional Rent or charges to other Building tenants. Landlord shall not recover any item of cost twice through Operating Expenses. The following items shall be specifically excluded from the followingOperating Expenses: (1) expenses for any capital improvements that were made to the Land or Building after the Lease Commencement Date that are not Permitted Capital Expenses; (2) expenses occasioned by fire, windstorm or other insured casualty; (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”)advertising, commissions, tenant improvements and all other expenses incurred in leasing or procuring new tenants; (ii) intentionally deletedexpenses for repairs or improvements to other tenants’ leased space; (5) legal fees incurred in enforcing the terms of any lease or arising out of any mortgage or ground lease affecting the Building; (6) interest, principal, rental, late fees or other costs of any indebtedness or ground lease; (iii) ground lease paymentsthe cost of any work or service performed for any tenant at such tenant’s cost; (8) costs incurred in connection with remediating or cleaning up any contamination caused by Hazardous Substances (as defined below), mortgage principal including asbestos-containing materials (“ACM”), in the Building or intereston the Land, including but not limited to, the cost of monitoring, encapsulating, or abating any Hazardous Substances, including ACM, from the Building or the Land, but only if such contamination was not caused by Tenant or its agents, employees, or invitees; (9) the cost of correcting structural defects or design flaws in the Leased Premises or in the Building or any of its major systems; (10) the cost of any work or materials performed or supplied to any facility other than the Property; (11) the cost of any items for which Landlord is reimbursed by insurance, any tenant or otherwise; (iv) capital expensessalaries, wages and benefits of Landlord’s officers, directors, and employees who are not assigned in whole or in part to the operation, management, maintenance, or repair of the Property, and in the case of such parties who are assigned only in part to the operation, management, maintenance, or repair of the Property, the portion of such salaries, wages, benefits, and other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leasecompensation not allocable to the Property; (v13) the costs cost of installing, operating, maintaining or refurbishing any service provided to any tenant in the Building which are directly billed to specialty service, such tenantas an observatory, broadcasting facility, luncheon club, restaurant, retail store, sundry shop, athletic or recreational club or locker rooms, meeting rooms or lounges; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii14) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant charge for depreciation of the Building or Projectequipment; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv15) costs for sculptures, paintings or other objects of art; compliance with the Americans with Disabilities Act (xv“ADA”) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction Common Areas if required by the ADA after the Lease Commencement Date; (16) any tenant improvement allowance or installation other payment from Landlord to Tenant; (17) bad debt losses or reserves therefore; (18) costs of tenant improvements or otherwise improvingselling, decoratingsyndicating, paintingfinancing, mortgaging, or redecorating vacant space for new tenants or other occupants hypothecating any of the BuildingProperty or Landlord’s interest in the Property; (xvi19) intentionally deleted; (xvii) any amount paid to subsidiaries expenses resulting from the negligence or affiliates intentional misconduct of Landlord, its employees or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi20) any cost janitorial, HVAC and/or electrical expenses for the Leased Premises that Tenant pays directly to Landlord or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasea third party.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 6.01 above, Operating Expenses shall not include include: (1) Principal or interest payments and transaction expenses with respect to mortgages and other financings against the Office Unit or the Building; (2) Ground lease payments or any of other payments under any superior lease; (3) Depreciation and amortizations, except as provided in Section 6.01(8) above all as determined in accordance with generally accepted accounting principles and sound real estate practices, consistently applied, and when depreciation or amortization is permitted or required, the following: item shall be amortized over its reasonably anticipated useful life; (i4) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs Cost of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penaltycapital improvements, except to the extent described in Section 6.01(8) above; (5) Charges for special items or services billed separately to (and in addition to Expense Adjustment Statements) and paid by tenants of the Office Unit; (6) Costs of any items to the extent Landlord receives or is entitled to receive reimbursement from insurance proceeds from Landlord’s or Tenant’s insurance carriers or from a third party; (7) The cost of providing any service directly caused to and paid directly by any tenant (other than through Operating Expense pass through provisions), the cost of services provided selectively to one or more tenants of the Office Unit (other than Tenant; ) without reimbursement, and the cost of electricity and other services provided to vacant leasable areas of the Office Unit; (x) any income8) Marketing costs, estateincluding leasing commissions, inheritance 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 transfer tax occupants of the Office Unit; (9) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Office Unit, or incurred in renovating or otherwise improving, modifying, decorating, painting or redecorating vacant space for occupancy by tenants or other occupants of the Office Unit; (10) Costs associated with the operation of the business of the ownership or entity which constitutes “Landlord”, as the same are distinguished from the costs of operating the Office Unit including, but not limited to, costs of defending any excess profitlawsuits with any mortgagee, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred in the negotiation and enforcement of tenant leases and costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Office Unit; (11) The wages and fringe benefits of any employee above the grade of building manager; (12) The cost of services provided by Landlord’s affiliates to the extent that such costs would exceed the costs of such services rendered by unaffiliated third parties on a competitive basis; (13) Fines, penalties and interest incurred as a result of Landlord’s negligence or willful misconduct; (14) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; or (15) Landlord’s cost of electricity and other services which it has sold to tenants and for which Landlord has been reimbursed; (16) lease takeover costs incurred by Landlord (or any party claiming by, through or under Landlord) in enforcing its rights under other connection with leases for premises and subleases in the Building Office Unit; (17) costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act or other Legal Requirements; (18) Landlord’s contribution to political parties, political action committees, politicians, charities and other non-profits; (19) Taxes and items specifically excluded from the definitions thereof; (20) franchise and income taxes imposed upon Landlord or the Project; Board of Managers (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; other than sales tax imposed in connection with services provided to Tenant under this Lease); (xiii) intentionally deleted; (xiv21) costs incurred in performing work or furnishing services to or for individual tenants (including Tenant) at such tenant’s expense, to the extent that such work or service is in excess of any work or service Landlord at its expense is obligated to furnish to or for Tenant; if any work or service is performed or furnished by Landlord to or for any tenant other than Tenant, at such tenant’s expense, then, but only to the extent that Landlord is obligated to perform such work or furnish such service to or for Tenant at Landlord’s expense, such work or service shall be deemed to have been performed or furnished to or for such other tenant at Landlord’s expense and shall therefore be included in Operating Expenses; (22) the cost of acquisition of sculptures, paintings or other objects of art; (xv) except to fine art in the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, Office Unit other than the cost of maintaining such art and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants other than any holiday or other occupants seasonal decorations, displays and exhibits that are consistent with Landlord’s prior practices for the Office Unit; (23) the cost of any judgment, settlement or arbitration award resulting from the Building; negligence or willful misconduct of Landlord or the Board of Managers; (xvi) intentionally deleted; (xvii24) any amount paid to subsidiaries interest, fine, penalty or affiliates of Landlord, or to any other party late charges payable by Landlord as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those late payments; (25) expenses incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building Landlord or the Project or costs Board of Managers solely for reserves the benefit of any kind; retail tenant; (xix26) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to clerks, attendants or other persons in commercial concessions or any executive employee fee-based parking facility (as opposed to any parking facility that does not charge tenants of the Office Unit a separate fee for the use thereof) operated by Landlord or the Board of Managers; (27) costs incurred by Landlord in connection with any obligation of Landlord and/or to indemnify any employee of Landlord not directly involved in the management and operation of the Premises; and third party pursuant to a lease or otherwise; (xxi28) any cost bad debt loss, rent loss or expense reserves for bad debts or rent loss; and (29) costs related to removal, cleaning, abatement or remediation of “hazardous materials” Hazardous Materials (which are defined as Hazardous Materials pursuant to applicable Legal Requirements as of the Effective Date and which Hazardous Materials are required to be so removed, cleaned, abated or remediated prior to the Effective Date pursuant to such applicable Legal Requirements) in or about the BuildingOffice Unit, includingexcept if such cost arises due to Tenant (or anyone claiming by, without limitationthrough or under Tenant) bringing such Hazardous Materials to the Building or arises due to a change in Legal Requirements after the Effective Date (and excepting costs of testing and monitoring). To the extent that Landlord (or the Board, hazardous materials as applicable) actually receives any rebates, credits and similar items with respect to, and attributed to, any item(s) included in the soil calculation of Operating Expenses for the Base Expense Year and/or an Expense Comparative Year, as applicable, then the calculation of Operating Expenses for such Base Expense Year and/or Expense Comparative Year, as applicable, shall be net of any such rebates, credits and similar items of which Landlord (or ground waterthe Board, as applicable) actually receives with respect to the same. Notwithstanding anything to the contrary contained herein, with respect to Section 320 of Title 28 of the New York City Administrative Code (as such law may be modified, supplemented, amended or otherwise changed), and with respect to similar laws and/or requirements (collectively, the “Emissions Laws”), any costs, expenses and/or amounts expended by Landlord to comply with, adhere to or that are otherwise required to be paid by Landlord under the Emissions Laws, shall be includible in Operating Expenses for each Expense Comparative Year (and the Expense Base Year, if applicable) and Tenant shall pay Tenant’s Share of such costs, expenses and/or amounts (subject to Tenant obligations referenced amortization as set forth in Section 21.2 of this Lease6.01(8), as applicable).

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary in this Lease, Operating Expenses in no event shall not include Tenant have any obligation to perform, pay directly, or reimburse Landlord for any of the followingfollowing items: (i1) costs covered by warranties; (2) costs of correcting defects in the design or construction of the Premises including latent defects or the material used in the construction of the Premises or building systems during the period of the applicable Construction Warranties (as defined in the Development Agreement), provided that for the purposes of this clause conditions (not occasioned by design or construction defects) resulting from ordinary wear and tear and use or from the misuse of Tenant or the Tenant Parties (as defined in Section 14.1) shall not be deemed defects; (3) real estate brokers’ commissions or other costs incurred for attracting tenants; (4) costs resulting from the gross negligence or willful misconduct of Landlord or Landlord’s property manager or the default of Landlord under this Lease or any other agreement affecting Landlord or the Premises; (5) legal, accounting or professional fees and costs incurred in connection with lease negotiations, the audit of any Landlord financial materials and requests related to any assignment or sublease, provided that the foregoing shall not operate to exclude the reasonable costs incurred by Landlord in connection with preparing the annual reconciliation of the Operating Expenses by Landlord’s property manager or a third-party accounting professional; (6) interest and principal payments or other amortization or depreciation charges on the Building and/or on any project of which (including without limitation the Building is a part systems and equipment) or Premises or the indebtedness of Landlord (the “Project”other than Amortized Costs as provided above); (ii7) intentionally deletedoverhead and profit paid to subsidiaries or affiliates of Landlord for management or other services for supplies or other materials to the extent the amounts incurred are in excess of those which would have been reasonably incurred if such supplies or services were obtained from unrelated third parties (but this provision does not prevent the payment of a management fee to Landlord not exceeding the amount specified in this Article 4); (iii) ground lease payments, mortgage principal 8) contributions to any political or interestcharitable persons or entities; (iv9) capital expensescosts for the acquisition of sculpture, paintings or other than those art objects; (10) advertising, marketing and promotion costs; (11) costs associated with the operation of the corporation or other entity which constitutes the Landlord, as distinguished from costs of operation of the Building; (12) costs that are actually reimbursed to Landlord by insurance companies or other third parties; (13) reserves; (14) costs incurred to investigate, remove, remediate, or respond to any claim related to Hazardous Materials except Hazardous Materials that are the Tenant’s responsibility under Section 20); (15) the cost of insurance coverages not generally carried by landlords of similar buildings in strict compliance with clause (xi) of Section 2.2.1 of the area or not specified in this Lease; (v16) (a) deductibles in excess of $50,000 for commercial general liability insurance and property insurance coverages carried by Landlord, per occurrence and co-insurance payments, (b) deductibles for earthquake and earth movement coverage in excess of $100,000 or 3% of the insurable value, whichever is applicable, and (c) deductibles in excess of $100,000 for environmental or pollution liability coverage and for other insurance coverages required or permitted to be carried by Landlord under this Lease provided, that at Tenant’s request, Landlord and Tenant shall confer in good faith to resolve questions or concerns regarding the costs of the Landlord’s insurance coverage (including without limitation the amount of insurance premiums, deductible levels selected by the Landlord, and other aspects of Landlord’s insurance affecting the costs of such insurance included in Operating Expenses), with the intent to reasonably minimize the costs of Landlord’s insurance required to be paid by Tenant under this Lease consistent with the insurance coverage carried by landlords of similar facilities in McCarran, Nevada, provided that Landlord’s decision regarding Landlord’s insurance coverage shall be final and binding on the parties so long as the same is consistent with Landlord’s uniform policies of providing insurance for similar properties; (17) interest or penalties due to the late payment of taxes, utility bills or other costs; provided that Tenant is not in default beyond applicable notice and cure periods under this Lease in connection with the payment of such costs to Landlord; (18) any cost for overtime or other expenses to Landlord in curing defaults of Landlord under this Lease; (19) the costs including fines, penalties, and legal fees incurred due to violations of law, contracts or title matters by Landlord, its employees, agents, or contractors or assigns; (20) rent under any ground lease or master lease; (21) costs incurred in connection with the financing or transfer of the Premises or any interest therein; (22) the cost of any service provided to any tenant in the Building which are directly billed to such tenantaction that is specifically Landlord’s sole expense under this Lease; (vi23) the costs of repairs due to casualty or condemnation any cost incurred by Landlord which are is reimbursed by third parties; (vii24) any cost incurred due to estate, inheritance or succession taxes imposed on Landlord’s breach of this Lease ; and (25) franchise or the lease of any other tenant of the Building or Project; (viii) any amount payable by income taxes imposed on Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; the same are in substitution of real estate taxes. Landlord will not collect or be entitled to collect more than one hundred percent (x100%) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred of the Operating Expenses actually paid by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated connection with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings Premises in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this LeaseLease year.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary in this Lease, in no event shall Tenant have any obligation to perform, pay directly, or reimburse Landlord, as Operating Expenses shall not include Expenses, for any of the followingfollowing items: (i1) depreciation on costs incurred in connection with the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal original construction or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty subsequent reconfiguration or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant upgrade of the Building or Projectthe Premises; (viii2) any amount payable by Landlord by way costs of indemnity correcting defects in the design or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in construction of the Building or the Projectmaterial used in the construction of the Building, Landlord’s Work (including latent defects), provided that for the purposes of this clause (2) conditions (not occasioned by design or construction defects) resulting from ordinary wear and tear and use shall not be deemed defects; (xii3) any costsreal estate brokers’ commissions, feesrenovations or tenant improvements, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees costs incurred for attracting tenants or with respect to other rentable area; (4) costs resulting from the construction negligence or installation willful misconduct of tenant improvements any Landlord Party (as defined below) or otherwise improvingthe default of Landlord under this Lease or any other agreement affecting Landlord or the Premises; (5) legal, decoratingaccounting or professional fees and costs incurred in connection with lease negotiations, painting, the audit of any Landlord financial materials and requests related to any assignment or redecorating vacant space for new tenants sublease; (6) interest and principal payments or other occupants amortization or depreciation charges on the Premises (including the Building systems and equipment) or the indebtedness of the BuildingLandlord; (xvi7) intentionally deleted; (xvii) any amount overhead and profit paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other services to the building, or for supplies or other materialsmaterials to the extent the amounts incurred are in excess of those which would have been reasonably incurred if such supplies or services were obtained from unrelated third parties; (8) voluntary contributions to any political or charitable persons or entities; (9) costs for the acquisition of sculpture, paintings or other art objects; (10) advertising, marketing and promotion costs; (11) costs associated with the operation of the corporation or other entity that constitutes Landlord, as distinguished from costs of operation of the Premises; (12) costs for which Landlord is entitled to reimbursement under warranties or by insurance companies, other tenants, or other third parties; (13) reserves; (14) costs incurred to comply with Environmental Requirements (as defined in Section 30) or to investigate, remove, remediate, or respond to any claim related to Hazardous Materials (but Tenant’s responsibility for Hazardous Materials brought onto the Premises by any Tenant Party (as defined below) shall be governed by Section 30); (15) costs of capital repairs or replacements, except for (i) costs of repairing or replacing Building systems if necessary in order to comply with Legal Requirements adopted after the Commencement Date of this Lease, (ii) costs of repairs or replacements of Building systems that result in savings in other Operating Expenses, but only to the extent that the amortized annual amount of the cost of the repairs or replacements does not exceed the resulting savings in any calendar year and (iii) those items listed as capital improvements and recoverable on Exhibit D; provided, that the costs of any capital repairs or replacements that are permitted to be included in Operating Expenses shall accrue interest at a rate of six percent (6%) per annum and be amortized in equal monthly installments over their useful lives in accordance with generally accepted accounting principles (“GAAP”), consistently applied; (16) the costs and expenses incurred in leasing equipment or systems that would ordinarily constitute a capital expenditure if such equipment or systems were purchased, to the extent that such amounts rental charges exceed the costs amortization charge, if any, that would have been paid permitted had the servicesitem been purchased; (17) costs of repairs or other work necessitated by fire, supplies windstorm or materials been provided other casualty and/or costs of repair or other work necessitated by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred exercise of the right of eminent domain; (18) the cost of insurance coverages not generally carried by landlords of similar buildings in the same metropolitan area area; (19) insurance deductibles in excess of $100,000 for any one event, and co-insurance payments; (20) interest or penalties due to the late payment of taxes, utility bills or other costs; (21) the costs, including fines, penalties, and legal fees incurred, due to violations by any Landlord Party, or any other tenant or occupant of the Building of Legal Requirements, the terms and conditions of any lease pertaining to the Building, or any other contract, or title matters; (22) any amount paid to an owners’ association of which the Premises are locateda part or paid in connection with any covenants, conditions, and restrictions or other title matters affecting the Premises (including, without limitation, the Permitted Exceptions) if such costs would be excluded from Operating Expenses pursuant to other provisions of this Section 6; (xviii23) reserves set aside for maintenance rent under any ground lease or repair master lease; (24) costs incurred in connection with the financing or transfer of Common Areas, the Building or the Project Premises (including the cost of any lender’s policy of title insurance) or any interest therein; (25) the cost of any action that is specifically Landlord’s expense under this Lease or any costs for reserves which Landlord is required to pay or reimburse Tenant (including the cost of any kindrepairs or replacements covered by Landlord’s express warranties set forth in this Lease); (xix26) any finesexpenses that are separately metered or calculated for the Premises, costsand that are billed separately to Tenant or one or more other tenant(s), penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employeesas applicable; (xx27) wages, salaries and other compensation paid to personnel above the grade of property manager; (28) rates paid on service or other contracts to the extent the cost thereof exceeds average market costs for such services of comparable quality in comparable buildings and any executive employee of Landlord and/or termination fees related to any employee of Landlord such contracts; (29) Landlord’s general overhead and any other expense not directly involved in the management and operation of related to the Premises; and (xxi30) any cost costs incurred in contesting Taxes or expense related Legal Requirements except to removal, cleaning, abatement or remediation of “hazardous materials” the extent the costs do not exceed the resulting savings; (31) property management fees in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.excess

Operating Expense Exclusions. Notwithstanding anything in this Lease to the foregoingcontrary, Operating Expenses shall not include any of the following: (i1) interest, amortization or other payments on loans to Landlord, finance and debt services fees, principal and/or interest on debt or amortization payments on any mortgage; (2) depreciation on the Building and/or on any project of which the Building is a part (the “Project”)allowance or expense, expense reserves and other non-cash items; (ii3) intentionally deletedany bad debt loss, rent loss, or reserves for bad debts or rent loss; (iii4) leasing commissions, attorneys’ fees, disbursements, and other costs and expenses incurred in procuring prospective tenants, negotiating and executing leases, and constructing improvements required solely to prepare for a new tenant’s occupancy; (5) ground lease payments, mortgage principal or interestrental; (iv6) capital expensessalaries of officers, other than those in strict compliance with clause (xi) executives and partners of Section 2.2.1 of this LeaseLandlord; (v7) the Landlord’s general corporate overhead and general administrative expenses; (8) advertising and promotional expenditures, and costs of any service provided to any tenant signs in or on the Building which are directly billed to such tenantPremises identifying the owner of the Premises; (vi9) the costs arising from Landlord’s charitable or political contributions; (10) costs (including in connection therewith all attorney’s fees and costs of repairs due to casualty settlement judgments and payments in lieu thereof) arising from claims, disputes or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or potential disputes in connection with Landlord and/or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penaltyPremises, except to the extent directly caused by such claims, disputes or potential disputes (i) relate to or arise in connection with Tenant’s obligations under this Lease or any acts or omissions of any of the Tenant’s Parties or (ii) are reasonably anticipated to benefit Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv11) costs for sculpturesassociated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Premises, paintings including partnership or other objects corporate accounting and legal matters, costs of art; defending any lawsuits with any mortgagee (xv) except to the extent expressly approved such lawsuits (i) relate to or arise in writing by Tenant connection with Tenant’s obligations under this Lease or any acts or omissions of any of the Tenant’s Parties or (ii) are reasonably anticipated to benefit Tenant), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in advancethe Premises, costs of any disputes between Landlord and its employees (if any) not engaged in Premises operation, disputes of Landlord with Premises management; (12) any entertainment, dining or travel expenses for any purpose; (13) attorneys’ fees, costs, includingdisbursements and other expenses incurred in connection with negotiations or disputes with prospective tenants, without limitationpreparation of deal memos, materialsletters of intent, laborleases, architecturesubleases and/or assignments (except as may relate to a proposed Transfer), permitsor associated with the defense of Landlord’s title to or interest in the Premises or any part thereof, licenses, and inspection fees incurred with respect except to the construction extent such defense (i) relates to or installation arises in connection with Tenant’s obligations under this Lease or any acts or omissions of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants any of the BuildingTenant’s Parties or (ii) is reasonably anticipated to benefit Tenant; and (xvi14) intentionally deleted; (xvii) any amount profits paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Premises to the extent that such amounts exceed the profit exceeds the costs that would have been paid had the services, supplies or materials been provided of such goods and/or services rendered by unaffiliated third parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by for similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaseprojects.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in advertising, renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Project; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for premises within the Project or due to Landlord’s gross negligence or willful misconduct; (iii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Project), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or future re-leasing of any portion of the Project; (iv) depreciation of the Building or any other improvements situated within the Project; (v) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by any other tenant of the Project; (vi) costs of repairs or other occupants work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the Buildingtight of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (xvivii) intentionally deletedother than any interest charges for capital improvements referred to in Section 6.l.l(iv) hereinabove, any interest or payments on any financing for the Building, the Phase or the Project, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (xviiviii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix) Landlord’s cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Project to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are locatedabsence of such relationship; (xviiixi) reserves set aside for maintenance any payments under a ground lease or repair master lease; (xii) the cost of Common Areas, correcting any building code or other code violations which were violations prior to the Building or the Project or Commencement Date of this Lease; (xiii) costs for reserves sculpture, paintings, or other objects of any kindart (and insurance thereon or extraordinary security in connection therewith); (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xxxiv) wages, salaries and salaries, or other compensation paid to any executive employee employees of Landlord and/or any employee above the grade of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasebuilding manager.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include the following (1) any loan costs for interest, principal amortization, or other payments on loans to Landlord; (2) leasing commissions, advertising expenses and all other marketing expenses; (3) legal expenses other than those incurred for the general benefit of the following: Building’s tenants; (i4) depreciation on allowances, concessions, and other costs of renovating or otherwise improving space for occupants of the Building and/or or vacant space in the Building; (5) income taxes imposed on any project or measured by the income of which Landlord from the operation of the Building; (6) costs incurred in connection with the original construction of the Building is a part (or for correcting defects or inadequacy in the “Project”)construction of the Building; (ii7) intentionally deletedfor depreciation of the Building; (iii) ground lease payments, mortgage principal or interest; (iv) 8) for capital expensesimprovements made to the Building, other than those capital improvements described in strict compliance with clause (xi) 2.3.1.2 above and except for items which, though capital for accounting purposes, are properly considered maintenance and repair items, such as painting of Section 2.2.1 Common Areas, replacement of this Leasecarpet in elevator lobbies, and the like provided their useful lives are five years or less; (v9) for repair, replacements and general maintenance that should be paid by proceeds of insurance or by Tenant or other third parties, and alterations attributable solely to tenants of the Building other than Tenant; (10) rents due under ground leases; (11) any bad debt loss, rent loss or reserves for bad debt or rent loss; (12) the costs expense of any service services provided to any tenant other tenants in the Building which are directly billed not provided to such tenantTenant on a rent inclusive basis hereunder; (vi13) costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of repairs due to casualty operation of the Building, including 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 condemnation which are reimbursed by third partieshypothecating any of Landlord’s interest in the Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operation, disputes of Landlord with Building management, or fees or costs paid in connection with disputes with other tenants; (vii14) any cost incurred due damage or loss resulting from any casualty which the Landlord covenanted to Landlord’s breach insure against; (15) management fees in excess of this Lease three percent (3%) of gross revenue of the Building, (16) salaries to Manager or Landlord above the lease position of any other tenant property manager, (17) charitable contributions; (18) costs to install, repair or remove signs at or near the top of the Building or Project; (viii) any amount payable by Landlord by way that include the name of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; and (xvi19) intentionally deletedany other reasonable expenses which, in accordance with GAAP, would not normally be treated as Operating Costs by landlords of Class A Buildings, such as costs for artwork in excess of $5,000 annually, dining clubs, restaurants and helicopter pads (other than for emergency use) which the parties agree are not normal Operating Expenses; (xvii20) costs for which Landlord is reimbursed; (21) unrecovered expenses directly resulting from the negligence of the Landlord, its agents, servants or employees; (22) the wages of any employee who does not devote substantially all of his time to the Building or to other Landlord buildings, but only such allocation or amount in proportion to the extent such employees devotes time to the Building (allocations of the time of pooled employees are permitted); (23) fines, penalties, and interest thereon; (24) any amount paid costs whatsoever incurred in connection with the ownership, management and operating of a garage or parking area which does not supply free parking to subsidiaries tenant and its invitees; (25) costs of running the Building office and salaries of persons above the one person (or affiliates more than one person in the event such persons are allocated between other buildings of Landlord, ) who directly supervises labor in construction and maintenance; (26) any costs or expenses which are more than two (2) fiscal years old; (27) any costs or expenses that are incurred directly or indirectly with respect to Landlord’s indemnity obligations under this lease; (28) any other party as a result costs or expenses that are incurred to make any of a non-competitive selection process, for management Landlord’s representations or other services warranties under this lease true and correct; (29) costs attributable to leasable area located in the building, or for supplies or other materials, lobby of the Building to the extent that the use (e.g., restaurant use) of such amounts exceed space by a tenant imposes a burden on Building services, including cleaning, that is materially greater than those base building services provided to other tenants in the costs Building; (30) except as specifically provided above in Sections 2.3.1.2 and 2.3.1.3, capital items which shall be deemed to be any item having an expected useful life in excess of three years. If a capital item is leased by Landlord, rather than purchased, the decision by Landlord to lease the item in question shall not serve to increase the Tenant’s proportionate share of operating expenses beyond that which would have been paid applied had the services, supplies or materials item in question been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasepurchased.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include the following (1) any of the following: financing transactions, refinancing fees and loan costs for interest, fees, amortization, or other payments (iincluding late payment penalties) depreciation on the Building and/or on any project of which the Building is a part loans to Landlord; (the “Project”2) expenses incurred in leasing or procuring tenants, including but not limited to commissions and brokerage fees (including rental fees); (ii3) intentionally deleted; (iii) ground lease payments, mortgage principal any in-house legal or interest; (iv) capital expenses, accounting fees and any legal expenses other than those in strict compliance with clause (xi) incurred for the general benefit of Section 2.2.1 of this Leasethe Building’s tenants; (v4) the allowances, concessions, and other costs of renovating or otherwise improving space for occupants of the Building or vacant space in the Building; (5) federal income taxes imposed on or measured by the income of Landlord from the operation of the Building; (6) rents due under ground leases; (7) costs incurred in selling, syndicating, financing, mortgaging, or hypothecating any service provided of Landlord’s interests in the Building; (8) expenses for repairs, restoration or other work occasioned by fire, wind, the elements or other casualty or any other costs to the extent covered by insurance; (9) any depreciation allowance or expense; (10) any utilities or other expenses which are separately metered or calculated and charged to Tenant or any other tenant in the Building Building; (11) costs incurred by Landlord for alterations which are directly billed to considered new capital improvements or capital replacements (such tenant; as a roof replacement) under Generally Accepted Accounting Principles consistently applied, except for items in clauses (vi6) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; and (vii7) in Section 2.3.1.1 above (12) any cost costs, fines and penalties incurred due to violations by Landlord of any governmental rule or authority in existence on the date of the execution hereof; (13) expenses for the replacement of any item to the extent covered under warranty; (14) cost of repairs necessitated by the Landlord’s breach negligence or willful misconduct, or of this Lease correcting any latent defects or original design defects in the lease Building construction, materials or equipment, (15) wages and salaries of personnel above the level of Property Manager, (16) costs incurred by Landlord due to the violation by Landlord or any other tenant of the Building terms and conditions of any lease of space in the Building, (17) tax penalties incurred as a result of Landlord’s negligence, inability or Project; unwillingness to make payments and/or to file any tax or informational returns when due, (viii18) any amount payable and all costs arising from the presence of hazardous materials or substances (as defined by Landlord by way of indemnity applicable laws in effect on the date this lease is executed) in or for damages; (ix) any amount payable by Landlord which constitutes a fineabout the Premises, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; Land, existing prior to the Commencement Date or otherwise caused by the negligence or willful misconduct of Landlord, (xii19) any costscosts arising from Landlord’s charitable or political contributions, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv20) costs for sculpturesthe acquisition of sculpture, paintings or other objects of art; , (xv21) except any Operating Expenses not billed to Tenant within two (2) years after the expiration of the Operating Year in which such Operating Expenses were incurred, (22) charges for any services provided for the benefit of a tenant of the Building, (23) marketing and advertising expenses incurred with leasing of the Building, (24) cost incurred in connection with upgrading the Building to comply with the current interpretation of disability, life, fire and safety codes, ordinances, statutes or other laws in effect prior to the extent expressly approved in writing by Tenant in advanceCommencement Date, costs, including, including without limitation, materialsthe ADA, laborincluding penalties or damages incurred due to such non-compliance; (24) off-site overhead, architecture, permits, licenses, and inspection fees incurred with respect (25) all amounts paid to Affiliates of Landlord for services on or to the construction or installation Building which are materially in excess of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisessuch services; and (xxi26) any cost or expense related to removal, cleaning, abatement or remediation property management fees in excess of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 five percent (5%) of this Leasegross revenues.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Project; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for premises within the Project; (iii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Project), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or future re-leasing of any portion of the Project; (iv) depreciation of the Building or any other improvements situated within the Project; (v) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by any other tenant of the Project; (vi) costs of repairs or other occupants work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the Buildingright of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of, repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (xvivii) intentionally deletedother than any interest charges for capital improvements referred to in Section 6.1.1(iv) hereinabove, any interest or payments on any financing for the Building, the Phase or the Project, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (xviiviii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix) Landlord’s cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Project to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair absence of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisessuch relationship; and (xxixi) any cost payments under a ground lease or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasemaster lease.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term "Operating Expenses Expenses" shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Project; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for premises within the Project; (iii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Project), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or future re-leasing of any portion of the Project; (iv) depreciation of the Building or any other improvements situated within the Project; (v) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by any other tenant of the Project; (vi) costs of repairs or other occupants work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the Buildingright of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (xvivii) intentionally deletedother than any interest charges for capital improvements referred to in Section 6.1.1(iv) hereinabove, any interest or payments on any financing for the Building, the Phase or the Project, interest and penalties incurred as a result of Landlord's late payment of any invoice (provided that Tenant pays Tenant's Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (xviiviii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix) Landlord's cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Project to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had in the servicesabsence of such relationship; (xi) any payments under a ground lease or master lease; (xii) reports, supplies points, fees and other lender costs and closing costs on any mortgage or materials been provided mortgages, or other debt instruments encumbering the Premises, the Building, the Phase or the Park; (xiii) any items for which Landlord is reimbursed by parties unaffiliated insurance; (xiv) leasing. commissions advertising and promotional expenses and any other costs of disbursements incurred in connection with the original leasing of the Premises, the Building, the Phase or the Park, or future re-leasing of same; (xv) Landlord's general corporate or partnership overhead and general administrative expenses; the cost of signs identifying the Landlord and/or on a competitive basis and are consistent with those tenants of the Park (except for directory signs identifying tenants of the Park, which shall be included in Operating Expenses as provided in Section 6.1.1 herein); (xvi) non-recurring costs to remedy structural defects in original construction materials or installations in the Premises, Building, Phase or the Park; (xvii) costs incurred by similar in installing, operating and maintaining any specialty service that is not industry-standard for comparable buildings in the same metropolitan area in which the Premises San Francisco East Bay, provided that this exclusion shall not apply to such services that are locatedrequired by Law; charitable or political contributions made by Landlord; (xviii) reserves set aside for maintenance fees or repair of Common Areas, the Building or the Project or costs for reserves of any kinddues payable to trade associations and industry associations; (xix) entertaining, dining or travel expenses (other than those expenses reasonably incurred in connection with the maintenance and operation of all or any fines, costs, penalties or interest resulting from the negligence, misconduct or omission portion of the Landlord Premises, the Building, the Phase or its agents, contractors or employeesthe Park; and (xx) wagesflowers, salaries and gifts, balloons or similar items provided to Tenant, other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost tenants, employees, vendors, contractors, prospective tenants or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaseagents.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: (ia) depreciation on the Building and/or on any project of which the Building is a part (the “Project”)depreciation; (iib) intentionally deletedcosts of tenant improvements incurred in renovating leased space for the exclusive use of a particular tenant of the Project; (iiic) ground lease payments, brokers’ commissions and costs for marketing space in the Project; (d) Project mortgage principal or interest; (ive) capital expenses, items other than those referred to in strict compliance Section 4.3.3(h); (f) costs of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; (g) utilities charged directly to, or paid directly by, a tenant of the Project other than as a part of the Operating Expenses; (h) fines, interest and penalties incurred due to the late payment of Operating Expenses; (i) organizational expenses associated with clause the creation and operation of the entity which constitutes Landlord; (xij) any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Project under their respective leases; (k) costs of selling, financing or refinancing the Building; (l) legal fees, accounting fees or other professional or consulting fees in connection with the negotiation of tenant leases; (m) costs incurred (less costs of recovery) for any items to the extent covered by a manufacturer's, materialmen's, vendor's or contractor's warranty and/or a service contract; (n) any cost incurred in connection with the investigation or remediation of any "Hazardous Materials" (as defined in Section 2.2.1 9.2, below) located in, on, under or about the Premises as of the date hereof or any Hazardous Materials not stored, used, or released by Tenant, its employees, agents, contractors or invitees, and any cost incurred in connection with any government investigation, order, proceeding or report with respect thereto; (o) costs of initial construction of the Project, including the “Cost of the Tenant Work” (as defined in Exhibit B-1); (p) the cost of repairs required, or costs incurred, to cure violations of laws enacted and applicable to the Project existing prior to the date of this Lease; (vq) damages and the cost of repairs necessitated by the gross negligence or willful misconduct of Landlord, or any tenant, employee, agent, contractor or vendor of Landlord; (r) the costs cost of incremental expense to Landlord incurred by Landlord in curing its defaults or any other cost attributable to a breach of any service provided to any tenant in the Building which are directly billed to such tenantobligation of Landlord under this Lease; (vis) the legal fees, accounting fees, and other costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost expenses incurred due to Landlord’s breach of this Lease in connection with disputes with tenants or the lease of any other tenant occupants of the Building or Projectassociated with the enforcement of the terms of any leases with tenants or with any tenant default under any such leases, or the defense of Landlord's title or interest in the Project or any part thereof; (viiit) any amount payable operating costs incurred by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused the same are not for the benefit of the Project or equitably allocable to the Project, as reasonably determined by TenantLandlord in accordance with sound accounting and property management practices and pursuant to the terms of this Lease; (u) costs for which Landlord is reimbursed by any tenant or any third party, other than payments by tenants on account of Operating Expenses; (v) amounts paid to Landlord or Landlord's subsidiaries or affiliates for goods and services furnished to the Project to the extent in substantial excess of competitive market rates for the same; (w) Landlord's general overhead, except as it relates specifically to the management and operation of the Project; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for cost of acquiring sculptures, paintings or and other objects of art; (xvy) except the costs of installing or operating any specialty service, such as an observatory, broadcasting facility, meeting room, conference center, special event space, luncheon club or athletic or recreational club; or (z) compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord which customarily sell products or services to the extent expressly approved in writing by Tenant in advancepublic, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new including tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained in the Lease, Operating Expenses the following items shall not include any be excluded (or, as applicable, deducted) from Common Area Maintenance charges under Section 7 of the following: Lease and Charges under Section 4 of the Lease: (ia) depreciation on The cost of repairs or other work occasioned by fire, windstorm or other casualty or loss in excess of the Building and/or on any project of which insurance proceeds therefor (or, if greater, the Building is a part (proceeds that would have been available had Landlord maintained the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of insurance required to be maintained by Landlord pursuant to this Lease; ), or by the exercise of eminent domain; (vb) the Costs of initial landscaping; (c) Rental concessions or lease buyouts; (d) The costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements renovating or otherwise improving, improving or decorating, painting, painting or redecorating vacant space (exclusive of common areas) for new any tenants or other occupants of the Building; . (xvie) intentionally deleted; Depreciation; (xviif) any amount Premium rates paid on service or other contracts; (g) Overhead or profit paid to Landlord, subsidiaries or affiliates of Landlord, for services on or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, Building if and to the extent that the cost therefor exceeds competitive costs for such amounts exceed services in comparable buildings located within five (5) miles of the costs that would have been paid had Building; (h) Payments of principal, interest or other payments of any kind on any deeds of trust, mortgages, ground or underlying leases, or other hypothecations for security of all or any part of the servicesBuilding by Landlord; (i) Rents payable in connection with any ground or underlying lease of all or any portion of the Building; (j) All items, supplies services and/or goods for which Tenant or materials been provided any other tenant, occupant, person or other party is obligated to reimburse Landlord or to pay third parties; (k) Advertising and promotional expenses with respect to leasing space in or selling the Building; (l) Brokerage, legal and professional fees expended by parties unaffiliated Landlord in connection with negotiating and entering into any leases and any related instruments (including, without limitation, guaranties, surrender agreements, leasing amendments and consents to assignment or subletting) with any tenant or other occupant of any portion of the Building, and the enforcement of any such instruments; or which are expended or incurred by Landlord in connection with the Landlord and/or on a competitive basis negotiation and are consistent with those incurred by entering of sale, ground lease, financing, partnership or similar buildings in transactions pertaining to the same metropolitan area in which the Premises are located; Building; (xviiim) reserves set aside for maintenance or repair Estate, inheritance, gift, franchise and income taxes of Common Areas, the Building or the Project or costs for reserves of any kind; Landlord; (xixn) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wagesWages, salaries and other compensation paid to employees of the Landlord at the Building who are at or above the level of Building manager; (o) Interest, penalties or damages incurred by Landlord for late payment of taxes or assessments or under any executive employee agreement to which Landlord is a party by reason of Landlord and/or any employee the breach or default of Landlord not directly involved Landlord; (p) Expenses incurred in connection with relocating tenants in the management and operation Building; (q) Amounts received by Landlord through proceeds of insurance to the Premisesextent the proceeds are compensation for expenses that were previously included in Building operating costs charged to tenants; (r) All other items for which Tenant or any other tenant, occupant or other party compensates Landlord, so that no duplication of payments by Tenant or to Landlord shall occur; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.and

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: (i) depreciation on the Building and/or on any project repair, replacements and general maintenance paid by proceeds of which the Building is a part (the “Project”)insurance or by Tenant or other third parties; (ii) intentionally deletedinterest, principal, amortization or other payments made on any mortgage, deed of trust, or other financing on the Building or Project or any loans to Landlord; (iii) ground lease payments, mortgage principal or interestexpenses related to depreciation of the Building; (iv) capital expensesleasing commissions, attorney fees, costs, disbursements and other than those expenses incurred in strict compliance connection with clause (xi) negotiations or disputes with other tenants or occupants or prospective tenants or occupants of Section 2.2.1 of this Leasethe Building; (v) legal expenses for services to the costs extent: (A) relating to disputes with tenants, (B) based upon Landlord’s negligence or other tortious conduct, (C) relating to enforcing any leases except for enforcing lease provisions for the benefit of any service provided to any tenant in the Building which are directly billed tenants generally, or (D) relating to such tenantthe defense of Landlord’s title to, or interest in, the Project; (vi) renovating or otherwise improving space for tenants and other occupants of the costs of repairs due to casualty Building or condemnation which are reimbursed by third partiesvacant space in the Building; (vii) federal income taxes imposed on or measured by the net income of Landlord from the operation of the Building or Project, as applicable; (viii) the costs of repairs, maintenance or replacement for the roof structure (but not roof membrane), structural walls and foundation of the Building (excluding any such costs necessitated by the act, omission or conduct of Tenant or Tenant’s Parties (defined hereinbelow) or Tenant Improvements or Tenant Changes); (ix) costs incurred by Landlord for alterations, additions or capital repairs which are considered capital improvements and capital replacements under generally accepted accounting principles, except that the annual amortization of these costs shall be included in Operating Expenses to the extent permitted by Section 4.4.1(xii); (x) expenses in connection with services or other benefits which are not available to Tenant but which are provided selectively to other tenants or occupants of the Building; (xi) costs incurred to correct defects in the original construction or design of the Building or any improvements made by Landlord in or about the Building or any subsequent additions thereto made by Landlord; (xii) cost incurred due of general overhead and administrative expenses (including accounting and legal) of Landlord not related to Landlord’s breach of this Lease the management or the lease of any other tenant operations of the Building or Project; (viiixiii) costs incurred as a result of any amount payable breach by Landlord by way of indemnity or for damagesits obligations under any lease; (ixxiv) any amount payable costs incurred due to violation by Landlord of any laws, rules, regulations or ordinances applicable to the Building or Project, including any fines or penalties incurred by Landlord; (xv) amounts reimbursed by other sources, such as insurance and condemnation proceeds, warranties, judgments or settlements; (xvi) costs incurred in connection with the original construction or design of the Building; (xvii) expenses which constitutes a fineare separately metered or calculated by the service provider for the Premises or other leased area of the Project of the Building, interest as the case may be, which expenses shall be billed separately to Tenant or penaltysuch other tenant(s), as applicable; (xviii) expenses related to environmental testing, remediation and compliance that are not necessitated in whole or in part by any act, omission or conduct of Tenant or Tenant’s Parties; provided, however, the parties agree that this exclusion is not intended to limit, and shall not limit, the provisions of Section 6 below; and (xix) expenses related to compliance by Landlord with laws existing as of the Lease Date, except to the extent directly caused that any such non-compliance was created by Tenant; (x) any income, estate, inheritance ’s use or other transfer tax and any excess profit, franchise occupancy of the Premises or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction Improvements or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this LeaseChanges.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 4.03 above, Operating Expenses shall not include include: (1) Principal or interest payments with respect to mortgages against the Building; (2) Ground lease payments or any of the following: other payments under any superior lease; (3) Depreciation and amortizations, except as provided herein; (4) Capital costs, except (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) new capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except improvements to the extent directly caused by Tenant; the same are (xa) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; expected to reduce the normal operating costs (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materialsutility costs) of the Building, labor(b) for the purpose of complying with any law, architecturerule or order (or amendment thereto) for which compliance was not required as of the date of this Lease, permitsor (c) for life/safety reasons, licenses(ii) capital repairs, and inspection fees incurred (iii) capital replacements (all allowable costs that are capital in nature shall be amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof, taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment); notwithstanding the foregoing, the cost to replace (x) the roof of the Building, (y) the foundation and structural elements of the Building, and (z) the parking surface at the parking facilities associated with respect the Building are specifically excluded from Operating Expenses. (5) Charges for special items or services billed separately to (and in addition to Expense Adjustment Statements) and paid by tenants of the Building; (6) Costs of any items to the construction extent Landlord receives reimbursement from insurance proceeds from Landlord’s or installation Tenant’s insurance carriers or from a third party; (7) The cost of providing any service directly to and paid directly by any tenant improvements (other than through Operating Expense pass through provisions), and the cost of services provided selectively to one or otherwise improvingmore tenants of the Building (other than Tenant) without reimbursement; (8) Marketing costs, decoratingincluding leasing commissions, paintingattorneys’ 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 redecorating vacant space for new prospective tenants or other occupants of the Building; ; (xvi9) intentionally deleted; 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, modifying, decorating, painting or redecorating vacant space for occupancy by tenants or other occupants of the Building; (xvii10) Costs associated with the operation of the business of the ownership or entity which constitutes “Landlord”, as the same are distinguished from the costs of operating the Building including, but not limited to, costs of defending any amount paid to subsidiaries lawsuits with any mortgagee, legal fees incurred in the negotiation and enforcement of tenant leases and costs of selling, syndicating, financing, mortgaging or affiliates hypothecating any of Landlord, or to ’s interest in the Building; (11) The wages of any other party as a result employee above the grade of a non-competitive selection process, for management or other building manager; (12) The cost of services to the building, or for supplies or other materials, provided by Landlord’s affiliates to the extent that such amounts costs would exceed the costs that would have been paid had the services, supplies or materials been provided of such services rendered by unaffiliated third parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; basis; (xviii13) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costsFines, penalties and interest incurred as a result of Landlord’s negligence or interest resulting from the negligencewillful misconduct; (14) Any bad debt loss, misconduct rent loss, or omission reserves for bad debts or rent loss; (15) Landlord’s cost of the Landlord or its agents, contractors or employees; (xx) wages, salaries electricity and other compensation paid services which it has sold to any executive employee of tenants and for which Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premiseshas been reimbursed; and or (xxi16) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” Hazardous Materials in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaseasbestos.

Operating Expense Exclusions. Notwithstanding any contrary provision in the foregoingLease, Operating Expenses for any calendar year shall exclude (in addition to any exclusions set forth in Section 6 of this Lease) the following: (a) work that Landlord performs for any other tenant or prospective tenant of the Project; (b) repairs or other work (including rebuilding) occasioned by fire, windstorm or other casualty or by condemnation to the extent that Landlord is reimbursed by insurance proceeds or would have been reimbursed if Landlord had maintained the insurance policies required herein; (c) any costs that are separately charged to and payable by tenants or for which Landlord is compensated by insurance proceeds or warranties (or would have been compensated if Landlord had maintained the insurance policies required herein); (d) leasing commissions and expenses of procuring tenants, including lease concessions; (e) advertising or promotional costs including advertising or promotional costs incurred by any owners' or tenant association; (f) depreciation, except as provided herein, and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation would otherwise have been included in the charge for such third party's services, all as determined in accordance with GAAP, and when depreciation is permitted or required, the item shall be amortized over its reasonably anticipated useful life; (g) interest on debts or amortization on any mortgage or other debt instrument encumbering the Building; (h) rent payable under any lease to which this Lease is subject; (i) costs and expenses of enforcing leases against tenants, including legal fees; (j) any administrative fee, office overhead and/or managing agents' commissions, and salaries of off-premises personnel (other than maintenance personnel, which shall be prorated on a reasonable basis to account for any other Buildings owned by Landlord and maintained by such maintenance personnel); (k) expenses resulting from any violation by Landlord of the terms of any lease of space in the Project or of any ground or underlying lease or any mortgage; (l) the repair of any part of the Building Common Area that was inadequately designed or defectively constructed; (m) expenses for vacant or vacated space, including utility, security and renovating costs for such space; (n) reserves for future expenses; (o) all costs and expenses associated with compliance with Environmental Laws; and (p) assessments under the Declaration. For purposes of determining Tenant's share of Operating Expenses, but without limiting anything in Section 6(c) of this Lease, taxes shall not include any of the followingany: (i1) depreciation on the Building and/or on income, excise, profits, estate, inheritance, succession, gift, transfer, franchise, capital, or other tax or assessment upon Landlord; (2) fine, penalty, cost or interest for any project of tax or assessment, or part thereof, which the Building is a part Landlord or Lender failed to timely pay (the “Project”except if same are caused solely by Tenant's failure to timely pay its taxes); (ii3) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) assessment for a public improvement arising from the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant initial construction of the Building or Project; and (viii4) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by imposed upon Landlord in enforcing its rights under other leases for premises in connection with Landlord's development of the Building or and/or Project. All assessments imposed during the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except Term which are permitted to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection processbe included within taxes hereunder shall, for management or other services the purposes of computing Tenant's share of Operating Expenses, be deemed to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which maximum number of installments permitted by the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaseapplicable taxing authority.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained in this Lease, “Operating Expenses Expenses” shall not include and Tenant shall not have any obligation to pay for the following: (a) Costs of decorating, redecorating, or special cleaning or other services not provided on a regular basis to tenants of the following: Building; (ib) Wages, salaries, fees and benefits paid to executive personnel or officers or partners of Landlord; (c) Any charge for depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) equipment and any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penaltyother financing charges; (d) Any charge for Landlord’s income taxes, except to the extent directly caused by Tenant; (x) any incomeexcess profit taxes, estatefranchise taxes, inheritance or other taxes, gift taxes, transfer tax taxes, excise taxes, capital levies, late payment charges and any excess profitpenalties, franchise or similar taxes on Landlord’s business; , or special assessments levied against the property other than real estate assessments; (xie) All costs relating to activities for the solicitation and execution of leases of space in the Building or relocation of existing tenants; (f) All costs for which Tenant or any legal fees incurred other tenant in the Building is being charged other than pursuant to the operating expense clauses in the applicable lease; (g) The cost of any electric current furnished to the Premises or any rentable area of the Building for purposes other than the operating of building equipment and machinery and the lighting of public toilets, stairways, shaft ways and building machinery or fan rooms; (h) The cost of correcting defects in the construction of the Building or in the Building equipment, except that conditions (not occasioned by construction defects) resulting from ordinary wear and tear will not be deemed defects for purposes of this category; (i) The cost of any repair made by Landlord because of the total or partial destruction of the Building or the condemnation of a portion of the Building; (j) Any increase in enforcing insurance premium to the extent that such increase is caused or attributable to the use, occupancy or act of another tenant; (k) The cost of any items for which Landlord is reimbursed by insurance or otherwise compensated by parties other than tenants of the Building pursuant to clauses similar to this paragraph; (l) The cost of any additions or capital improvements to the Building subsequent to the date of original construction, except for a reasonable amortization charge in accordance with generally accepted accounting principles and commercially reasonable practices on account of any capital expenditure incurred in an effort to comply with any Laws or to reduce the Operating Expenses of the Project (with the yearly amortization charge to be equal to the greater of the amortization charge determined in accordance with generally accepted accounting principles or the amount of the yearly reduction in Operating Expenses attributable to the expenditure) (“Permitted Capital Expenditure Charges”); (m) The cost of any repairs, alterations, additions, changes, replacements, and other items which, under generally accepted accounting principles, are properly classified as capital expenditures to the extent they upgrade or improve the Building, as opposed to replace existing items which have worn out, except for Permitted Capital Expenditure Charges. (n) Any operating expense representing an amount paid to a related corporation, entity or person which is in excess of the amount which would be paid in the absence of such relationship; (o) The cost of tools and equipment used initially in the construction, operation, repair and maintenance of the Building; (p) The cost of any work or service performed for or facilities furnished to any tenant of the Building to a greater extent or in a manner more favorable to such tenant than that performed for or furnished to Tenant; (q) The cost of alterations of space m the Building leased to other tenants; (r) The cost of overtime or other expense to Landlord in curing its rights under defaults or performing work expressly provided in this Lease to be borne at Landlord’s expense; (s) Capital improvements or expenditures incurred to reduce Operating Expenses shall be included in Operating Expenses to the lesser of the annual amortized amount of said improvements or expenditures (over the useful life of the improvement or item) or the actual savings; (t) Ground rent or similar payments to a ground Landlord; (u) Salaries paid to employees above the Building Manager level; attorney and accountants; commission to brokers; advertising and promotion costs; (v) Any costs, fines, penalties and the like due to Landlord’s violation of any governmental rule or authority; (w) Capital expenditures required as a result of Landlord’s failure to comply with laws enacted on or before the Commencement Date; (x) The cost of removal, abatement or treatment of any hazardous materials or environmental pollutants, including but not limited to, asbestos, mold, fungus, lead paint or other leases for premises environmental substances that existing in the Premises or project prior to tenancy or that were note placed on the Premises or caused by Tenant’s negligence; and (y) The costs of installing and operation expenses of any specialty services, such as luncheon club or food service facility, athletic facility, valet services or other such services in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaseproject.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the followinginclude: (i) depreciation on costs incurred in renovating, improving or decorating vacant space or space for other tenants within the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedlegal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of the Project), leasing commissions, advertising expenses, and other costs incurred in connection with the leasing of the Project; (iii) ground lease payments, mortgage principal depreciation of the Building or interestany other improvements situated within the Building; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leaseany items for which Landlord is actually reimbursed; (v) the costs of repairs or other work necessitated by casualty (excluding any service commercially reasonable deductibles, provided that in no event shall Tenant’s Share of any such deductible exceed $25,000 in any one instance with respect to an earthquake and $10,000 in any one instance with respect to any tenant other casualty) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain (such costs of repairs or other work shall be paid by the parties in accordance with the Building which are directly billed to such tenantprovisions of Sections 25 and 26, below); (vi) other than any interest charges for capital improvements referred to in Section 6.1.1(iii) above, any interest or payments on any financing for the costs Building or the Project, interest and penalties incurred as a result of repairs Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due to casualty as set forth herein), and any bad debt loss, rent loss or condemnation which are reimbursed by third partiesreserves for same; (vii) costs associated with Hazardous Materials (defined below) present in, on or about any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant portion of the Building or Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 below, in which event such costs and expenses shall be paid solely by Tenant in accordance with Section 27 below; (viii) any amount payable by Landlord by way of indemnity or Landlord’s cost for damagesthe repairs and maintenance items set forth in Section 11.3 below; (ix) any amount payable by overhead and profit increment paid to Landlord which constitutes a fine, interest or penalty, except to subsidiaries or affiliates of Landlord for goods and/or services in the Premises to the extent directly caused the same exceeds the costs of such by Tenantunaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to any entity related to Landlord which is in excess of the amount which would have been paid in the absence of such relationship; (x) any income, estate, inheritance payments under a ground lease or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s businessmaster lease; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Projectcapital expenditures not expressly allowed pursuant to Section 6.1.1(iii) above; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizationsLandlord’s general corporate overhead and general and administrative expenses; (xiii) intentionally deletedcosts arising from Landlord’s negligence; (xiv) costs for sculptures, paintings incurred in connection with the sale or transfer of the Building or any other objects portion of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costsProject, including, without limitation, materialstransfer taxes, laborrecording fees, architecturetitle insurance premiums, permitsappraisal costs and escrow fees; (xv) costs occasioned by the violation of any law by Landlord, licenses, and inspection fees incurred with respect to any other occupant of the construction or installation of tenant improvements or otherwise improving, decorating, paintingProject, or redecorating vacant space for new tenants their respective agents, employees or other occupants of the Buildingcontractors; (xvi) intentionally deletedcosts to correct any construction defect in the Project; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to costs incurred in connection with disputes with any other party as a result occupant of a non-competitive selection process, for management the Project and costs arising from the violation by Landlord or any other occupant of the Project of the terms and conditions of any lease or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are locatedagreement; (xviii) reserves set aside for maintenance or repair increases in insurance costs caused by the activities of Common Areas, another occupant of the Building or the Project or costs for reserves of any kindProject; (xix) any finesinterest, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employeescharges and fees incurred on debt; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisesexpense reserves; and (xxi) wages, compensation, and labor burden for any cost employee not stationed on the Project on a full-time basis (unless the same are equitably allocated); or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject (xxii) costs for services not provided to Tenant obligations referenced under this Lease or of a nature that are payable directly by Tenant. Notwithstanding the foregoing in Section 21.2 this Article 6, Tenant shall not be required to pay any Operating Expenses or Tax Expenses otherwise due hereunder if Landlord first notifies Tenant of this Leasesuch Operating Expenses or Tax Expenses in a statement received by Tenant more than twenty-four (24) months after such Operating Expenses or Tax Expenses are incurred.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the followinginclude: (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts of tenant improvements incurred in renovating leased space for the exclusive use of a particular tenant of the Project; (iii) ground lease payments, mortgage principal or interestbrokers’ commissions; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this LeaseProject mortgage principal or interest or fees; (v) the costs of any service provided capital items other than those referred to any tenant in the Building which are directly billed to such tenantSection 6.1; (vi) the costs of repairs due or other work to casualty the extent Landlord is reimbursed by insurance or condemnation which are reimbursed by third partiesproceeds; (vii) costs for utilities and Lighting Maintenance (as defined in Section 11.2) charged directly to, or paid directly by, Tenant pursuant to Section 16.4 or other tenants of the Project other than as a part of the Operating Expenses; (viii) fines, interest and penalties incurred due to the late payment of Operating Expenses; (ix) organizational expenses associated with the creation and operation of the entity which constitutes Landlord; (x) any cost fines, interest, penalties, costs (including attorneys’ fees) or damages that Landlord pays to Tenant under this Lease or to other tenants in the Project under their respective leases or incurred due to Landlord’s breach violation of this laws in effect as of the Date of Lease or after the lease Date of Lease, except to the extent resulting from the failure of Tenant to pay Rent in a timely manner; (xi) Real Estate Taxes as provided for in Article VII; (xii) expenditures which are reimbursed or compensated by warranties; (xiii) items and services for which a tenant or any third party specifically reimburses Landlord (other than as a part of Operating Expenses) or for which a tenant pays third persons; (xiv) attorneys’ fees incurred by Landlord in connection with negotiations for leases with tenants or prospective tenants of the Project and in connection with disputes with or enforcement of any other tenant leases with specific tenants or prospective tenants of the Project; (xv) wages, salaries, fees and benefits paid to administrative or executive personnel of Landlord to the extent not acting in the capacity of a Building or Project manager and below such level for any personnel to the extent not involved in the direct operations or management of the Building or Project; (viiixvi) Landlord’s advertising, promotional and marketing expenses; (xvii) expenses in connection with services or other benefits which are not offered to Tenant, but which are provided to another tenant of the Project without charge; (xviii) any cost representing an amount payable by Landlord by way of indemnity paid as interest or for damages; (ix) any amount payable by Landlord which constitutes services or materials to a fineperson, interest firm or penaltyentity related to Landlord, except to the extent directly such amount exceeds the amount that would be paid as interest or for such services or materials or comparable quality at the then existing market rates to an unrelated person, firm or corporation; and (xix) costs of clean-up, removal, remediation and repair in conformance with the requirements of applicable law of any damage or contamination caused by Tenant; (x) any incomethe presence of Hazardous Materials, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved of Landlord’s obligation to perform such work at Landlord’s cost pursuant to Section 9.2 of the Lease; provided, however, Operating Expenses may include the costs attributable to such work performed in writing by Tenant in advance, costsconnection with the ordinary operation and maintenance of the Project, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation costs of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) cleaning up any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not minor chemical spills directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasesuch ordinary maintenance and operation.

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include the following (1) any of the following: (i) depreciation loan costs for interest, amortization, or other payments on the Building and/or on any project of which the Building is a part (the “Project”)loans to Landlord; (ii2) intentionally deletedexpenses incurred in leasing or procuring tenants, including, but not limited to leasing commissions, advertising expenses and expenses for renovating of space for new tenants; (iii3) ground lease payments, mortgage principal or interest; (iv) capital expenses, legal expenses other than those incurred for the general benefit of the Building’s tenants, (4) allowances, concessions, and other costs of renovating or otherwise improving space (except for Common Areas) for occupants of the Building or vacant space in strict compliance with clause the Building; (xi5) federal income taxes imposed on or measured by the income of Landlord from the operation of the Building; (6) rents due under ground leases; (7) costs incurred in selling, syndicating, financing, mortgaging, or hypothecating any of Landlord’s interests in the Building, (8) wages and salaries of personnel above the level of Property Manager; (9) the cost to replace the roof and structure (repairs and maintenance of roof and structure are allowable to the extent provided in Item 6 of Section 2.2.1 2.3.1.1 above);(10) costs incurred and reimbursed to Landlord due to violation by any tenant of this Leasethe terms and conditions of any lease or other rental arrangement covering space in the Xxxxxxxxx project or any portion thereof; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii11) any cost costs, fines and penalties incurred due to Landlord’s breach of this Lease violations by Landlord or the lease of any other tenant of the Building Xxxxxxxxx project, or Projecttheir respective agents, employees or contractors, of any governmental rule or authority; (viii12) reserves; (13) new building artwork (season decorations and flower arrangements are allowable), (14) political contributions, (15) charitable contribution, (16) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees costs incurred by Landlord in enforcing its rights under other leases connection with the abatement of Hazardous Materials, (17) any costs incurred related to maintaining Landlord’s existence as an entity; (18) the cost of any repairs occasioned by eminent domain, whether or not covered by the eminent domain award, and the cost of any repairs to the extent paid for premises by proceeds of insurance; (19) costs or fees relating to the defense of Landlord’s title to or interest in the Xxxxxxxxx project; (20) costs incurred by Landlord in connection with construction of the Building or any portion thereof and related facilities or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects correction of art; (xv) except to the extent expressly approved latent defects in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kindportion thereof; (xix21) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission costs incurred in providing services which are separately invoiced and charged to Tenant and/or other tenants of the building or Xxxxxxxxx project; (22) all items and services and goods for which Tenant or any other tenant, occupant, person or other party (including by way of insurance proceeds or warranties) reimburses Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisespays third parties; and (xxi23) any cost or expense related to removal, cleaning, abatement or remediation replacement of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leaseroof and structure.

Operating Expense Exclusions. Notwithstanding anything to the foregoing---------------------------- contrary contained in Section 6 of the Lease, Operating Expenses shall not include any of the following: : (i) depreciation on Costs of repairs, restoration, replacements or other work occasioned by (1) fire, windstorm or other casualty of an insurable nature (whether such destruction be total or partial) and paid by insurance required to be carried by Landlord under this Lease or (2) the Building and/or on any project gross negligence or intentional tort of which the Building is a part (the “Project”); Landlord; (ii) intentionally deleted; all costs, fees and expenses incurred in leasing or attempting to lease any portion of the Building; (iii) ground lease payments, mortgage principal or interest; rent; (iv) capital expensesunrecovered expenses resulting directly from the gross negligence of Landlord, other than those its agents, employees or contractors; (v) costs incurred to correct violations by Landlord of any law, rule, order or regulation which was in strict compliance with clause effect as of the Commencement Date; (vi) salaries, wages and benefits of any employee above the level of senior property manager; (vii) expenses incurred in leasing or procuring tenants for the Building (including lease commissions, advertising expenses and expenses of renovating space for tenants); (viii) interest or amortization payments on any mortgages or deeds of trust; (ix) costs incurred to contain, xxxxx, remove or otherwise clean up the Building or the Land required as a result of the presence of Hazardous Materials in, about or below the Building or the Land to the extent caused by Landlord or another tenant; (x) expenses for the correction of defects in Landlord's initial construction of the Building; (xi) costs of Section 2.2.1 electricity outside normal business hours sold to tenants of this Lease; the Building by Landlord or any other special service to the tenants or service in excess of that furnished to Tenant whether or not Landlord receives reimbursement from such tenants as an additional charge; (vxii) all amounts which would otherwise be included in Operating Expenses which are paid to any affiliate or subsidiaries of Landlord, or any representative, employee or agent of same, to the extent the costs of any service provided such services exceed the competitive rates for similar services or comparable quality rendered by persons or entities of similar skill (i.e., that portion of the costs and expenses for such services that exceed the competitive rate shall not be included in Operating Expenses), competence and experience, provided, however, that a management fee of three percent (3%) of gross revenues shall be deemed not to any tenant in exceed the competitive rate; (xiii) legal expenses for disputes with tenants (other than costs arising from claims or disputes where the tenants of the Building which are directly billed would benefit if Landlord prevails, including claims in connection with Landlord's efforts to such tenant; enforce the Rules and Regulations); (vixiv) the rentals and other related expenses incurred in leasing any equipment ordinarily considered to be of a capital nature; (xv) costs of repairs due to casualty acquisition of sculpture, paintings, or condemnation which are reimbursed by third parties; other objects of art; (viixvi) any cost incurred due to Landlord’s breach Operating Expense of this Lease the Landlord which is otherwise paid or the lease of reimbursed in full by Tenant or any other tenant of the Building pursuant to this Lease or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except other lease pertaining to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises space in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; ; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries or other compensation or benefits for off-site employees applicable to the time spent working at other buildings, other than the Building manager (provided that with respect to each employee that services the Building and other compensation paid to any executive employee buildings, a pro rata portion of Landlord and/or any employee of Landlord not directly involved such employee's salary shall be included in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this LeaseOperating Expenses).

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary in this Lease, Operating Expenses shall not include any of the followinginclude: (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts of tenant improvements incurred in renovating leased space for the exclusive use of a particular tenant of the Project, including, without limitation, architectural, engineering and other design consultant fees, costs of permits and licenses, and costs of inspections incurred in connection with such tenant improvements; (iii) ground lease payments, brokers’ commissions; (iv) Project mortgage principal or interest; (ivv) capital expenses, items other than those referred to in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant6.1; (vi) the costs of repairs due or other work to casualty the extent Landlord is reimbursed by warranties, service contracts, insurance or condemnation which are reimbursed by third partiesproceeds, or otherwise; (vii) any cost incurred due costs for utilities and Lighting Maintenance (as defined in Section 11.2) or other expenses charged directly to, or paid directly by, Tenant pursuant to Landlord’s breach Section 16.4 or other tenants of this Lease the Project other than as a part of the Operating Expenses, including such costs charged directly to, or paid directly by, Tenant or other tenants for providing overtime heating, ventilation and air conditioning to the lease of Premises or any other tenant of leasable space in the Building (whether or Projectnot leased to tenants); (viii) any amount payable by Landlord by way fines, interest and penalties incurred due to the late payment of indemnity or for damagesOperating Expenses; (ix) organizational expenses associated with the creation and operation of the entity which constitutes Landlord; (x) any amount payable penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Project under their respective leases; (xi) Real Estate Taxes as provided for in Article VII; (xii) advertising, promotional and marketing expenses; (xiii) legal expenses incurred in negotiating leases, collecting rents, evicting tenants or costs incurred in legal proceedings with or against any tenant or to enforce the provisions of any lease; provided, however, Operating Expenses shall include those reasonable, out of pocket attorneys’ fees and other costs and expenses incurred by Landlord which constitutes in connection with Landlord’s non-discriminatory efforts to enforce of any Rules and Regulations relating to tenants’ or occupants’ use of the Common Areas of the Project, Landlord’s successful negotiations of disputes or claims related to items of Operating Expenses, negotiation of service contracts for the Project that benefit Tenant directly or indirectly and such other matters relating to the maintenance of standards required by Landlord under the Lease; (xiv) costs, fines, and penalties incurred as a fineresult of a violation of laws, interest including, without limitation, any violations of law for failure to obtain (and subsequently maintain) any required governmental permits, consents, approvals, or penaltyother documentation, except to the extent directly caused resulting from the failure of Tenant to pay Rent in a timely manner, or to the extent incurred due to violation by Tenantany other tenant in the Project of the terms and conditions of any lease or laws; (xxv) contributions to reserves for Operating Expenses or Real Estate Taxes; (xvi), bad debt loss, rent loss, or reserves for bad debt loss or rent loss; (xvii) costs of the correction of any incomelatent defects in the initial design, estatematerials, inheritance equipment or workmanship of the Project (as opposed to the cost of normal repair, maintenance and replacement); (xviii) salaries and other transfer tax compensation and any excess profitfringe benefits paid to executive employees of Landlord above the level of property manager; (xix) costs incurred in connection with the operation of the business of the entity constituting Landlord, franchise or similar taxes on as distinguished from the costs of operating the Building, including Landlord’s businessgeneral corporate overhead and administrative expenses other than those referred to in Section 6.1; (xixx) any legal fees incurred by Landlord in enforcing its rights under other leases for premises costs of selling, financing or refinancing Landlord’s interest in the Building or Project, including, without limitation, legal and accounting costs related to the Projectforegoing or to defending any lawsuits with any mortgagee in connection with the foregoing; (xiixxi) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizationsground rental payments; (xiiixxii) intentionally deletedamounts paid to any affiliate of Landlord for goods supplied to the Building or for services (other than the Management Fee, which is subject to the limitations set forth in Section 4.3) in or to the Building, to the extent the same would exceed the costs of such goods sold or services rendered of comparable quality at the then existing market rates by third parties that are not affiliates of Landlord; (xivxxiii) costs for the cost of acquiring, leasing, restoring, removing or replacing sculptures, paintings or other objects of artart located within or outside of the Building or Project, unless decorative and non-investment grade in terms of quality and utilized for cosmetic enhancement of the Common Areas only; (xvxxiv) except the cost of Landlord’s voluntary political contributions or voluntary charitable contributions; (xxv) any costs or expenses necessitated by or resulting from the gross negligence or willful misconduct of Landlord or its agents, employees and/or independent contractors; (xxvi) any cost incurred in connection with upgrading the Building to comply with insurance requirements, life safety codes, ordinances, statutes, or other laws, including without limitation the ADA (as defined in Section 9.3), to the extent expressly approved the foregoing were required or in writing effect prior to the Commencement Date, including penalties or damages incurred as a result of non-compliance; (xxvii) costs incurred to test, survey, cleanup, contain, xxxxx, remove, or otherwise remedy Hazardous Materials incurred as a result of the presence of any Hazardous Materials which are other than the Pre-existing Contamination (as defined in Section 9.2(b)) in, on, or under the Building or Project as of the Date of Lease, to the extent such Hazardous Materials (other than the Pre-existing Contamination) are in violation of applicable laws, statutes, ordinances and governmental rules, regulations or requirements in effect as of the Date of Lease; (except that Operating Expenses shall include costs incurred in connection with the prudent and ordinary operation and maintenance of the Building, such as monitoring air quality and cleaning up minor chemical spills); (xxviii) any and all costs and expenses to the extent incurred in connection with the clean-up, removal or remediation of the Pre-existing Contamination regardless of whether such Pre-existing Contamination is in violation of applicable laws, statutes, ordinances and governmental rules, regulations or requirements in effect as of the Date of Lease; provided, however that Landlord shall be permitted to include in Operating Expenses the out of pocket costs incurred by Landlord in connection with the inspection, maintenance and/or monitoring (as opposed to the cleanup, removal or remediation) of the Pre-existing Contamination; (xxix) the cost of litigation or arbitration and any award paid by Landlord as a result thereof for tort liability when a judgment of negligence is rendered against Landlord; and (xxx) costs of lease concessions granted by Landlord to Tenant in advance, costsor other tenants of the Project, including, without limitation, materialslease takeover obligations, labor, architecture, permits, licensesbuild out allowances, and inspection fees incurred moving allowances; and (xxxi) costs for common area expenses, upgrades, and improvements attributable solely to the Phase I Buildings and to any Common Area located on the Land on which Phase I Buildings are located, except with respect to the construction or installation Sports Park, 25% of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of which are allocated to the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the followinginclude: (i) depreciation on costs (including permit, license, and inspection fees) incurred in renovating, improving or decorating vacant space or space for other tenants within the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts incurred because Landlord or another tenant actually violated or was alleged to have violated the terms and conditions of any lease within the Project; (iii) ground lease paymentslegal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of any portion the Project), mortgage principal leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or interestfuture re-leasing of any portion of the Project; (iv) capital expenses, depreciation of the Building or any other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leaseimprovements situated within the Project and expense reserves; (v) the costs of any service provided to any tenant in the Building items for which are directly billed to such tenantLandlord is actually reimbursed; (vi) the costs of repairs due or other work necessitated by casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to casualty the extent insurance proceeds or a condemnation which are reimbursed award, as applicable, is actually received by third partiesLandlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (vii) other than any cost incurred due interest charges for capital improvements referred to Landlord’s breach of this Lease in Section 6.1.1(iv) hereinabove, any interest or the lease of payments on any other tenant of financing for the Building or the Project, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (viii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount payable portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Landlord by way of indemnity or for damagesTenant in accordance with Section 27 hereof; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to Landlord’s cost for the extent directly caused by Tenantrepairs and maintenance items set forth in Section 11.3; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; or any income, estate, inheritance or other transfer tax and costs included in Operating Expenses representing an amount paid to any entity related to Landlord which is in excess profit, franchise or similar taxes on Landlord’s businessof the amount which would have been paid in the absence of such relationship; (xi) any legal fees incurred by Landlord in enforcing its rights payments under other leases for premises in the Building a ground lease or the Projectmaster lease; and (xii) costs incurred in connection with upgrading the Building and/or the Project to comply with any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except laws in effect prior to the extent expressly approved in writing by Tenant in advance, costsLease Date, including, without limitationlimitation the ADA (For this purpose, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to a change in interpretation of or change in the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space procedures for new tenants or other occupants of enforcing an existing law will be the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result equivalent of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasenew law).

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained in the Lease, Common Area Operating Expenses shall exclude, and Lessee shall not include be obligated to pay any portion of, the following: (1) Any fee to or charge by Lessor or Lessor's agents (or any person or entity affiliated with Lessor or Lessor's agents) for management, supervision, profit or Lessor's general overhead (including without limitation on-site and off-site offices and personnel and any overhead allocation) to the extent that such fees and charges cumulatively exceed the prevailing rate for property management services for comparably-sized office projects in Xxxxxx City, West Los Angeles, Santa Xxxxxx and Xxxxxx Del Rey; (2) Costs associated with the operation of the following: (i) depreciation on business of the Building and/or on any project of which entity that constitutes Lessor, as the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) same are distinguished from the costs of operation of the Premises or the Project, including entity accounting and legal matters, costs of defending any service provided to lawsuits with any tenant lender, costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor's interest in the Building which are directly billed to such tenant; (vi) the Project, costs of repairs due to casualty any disputes between Lessor and its employees, disputes of Lessor with Project management, or condemnation which are reimbursed by third parties; outside fees paid in connection with disputes with other tenants; (vii3) Lessor's in-house legal and/or accounting fees and costs; (4) Lessor's reserves for future expenses; (5) Executive salaries, and salaries of service personnel (including any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viiiProject engineer) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused that such service personnel perform services other than in connection with the management, 8.1 operation, repair or maintenance of the Project, unless such costs of such service personnel are equitably prorated; (6) All interest and penalties incurred as a result of Lessor's failure to pay bills as they become due; (7) Costs of a capital nature, including without limitation capital improvements, capital replacements, capital repairs, capital equipment and capital tools, unless such costs are amortized over the useful life thereof (with interest at the lesser of 10% per annum or the rate actually charged by Tenant; Lessor's lender). No such amortization shall be included for any such capital costs incurred prior to the Commencement Date; (x) any income8) Rental payments incurred in leasing air conditioning systems, estate, inheritance elevators or other transfer tax and equipment ordinarily considered to be of a capital nature; (9) Repairs, alterations, additions, improvements or replacements made to rectify or correct any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises defect in the Building original design, materials or workmanship of the Project; Project and the improvements and building systems installed by or on behalf of Lessor thereon; (xii10) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees Costs incurred with respect to the construction repair and maintenance of the Common Area due to: (1) violation by Lessor of the terms and conditions of any provision of this Lease or any other lease in the Project, or any conditions, covenants, restrictions, easement agreements and similar private contracts, or (2) violation by Lessor of any governmental rule or authority; (11) Costs incurred by Lessor for repairs, replacements and/or restorations to or of the Project to the extent that Lessor is reimbursed by insurance or condemnation proceeds or by tenants, warrantors or other third parties; (12) Costs incurred with respect to the installation of tenant improvements made for other tenants in the Project or incurred in renovating or otherwise improving, decorating, painting, painting or redecorating vacant space for new tenants or other occupants of the Building; Project, including without limitation costs of plans, construction, permits, license and inspection costs; (xvi13) intentionally deleted; Brokerage commissions, tenant incentives, finders' fees, attorneys', accountants' and other consultants' fees, advertising expenses, entertainment and travel expenses and other costs incurred by Lessor in leasing or attempting to lease space in the Project; (xvii14) any amount paid to subsidiaries Attorneys', accountants' and other consultants' fees and other costs and expenses incurred in connection with negotiations or affiliates of Landlord, disputes with present or to any other party as a result of a non-competitive selection process, for management prospective tenants or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission occupants of the Landlord Project; (15) Any ground lease rental and all interest and amortization on any debt, including any loans secured by the Project; (16) Lessor's advertising and promotional expenditures; (17) Lessor's professional dues or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.charitable contributions;

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: include: (i) depreciation on the Building and/or on any project cost of which the Building is a part (the improvements to tenant spaces including “Projecttenant allowances”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses“tenant concessions”, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseswork letters, and other costs or expenses (including permit, license and inspection fees fees) incurred with respect to the construction or installation of tenant improvements in completing, fixturing, furnishing, renovating or otherwise improving, decorating, painting, decorating or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection processvacant, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings leasable space in the same metropolitan area Project, including space planning/interior design fees for same; (ii) the cost of capital improvements other than as provided in which Section 6.1(ix); Park Ten Plaza – RigNet, Inc. Table of Contents (iii) interest and principal payments on mortgages or rental payments on any ground lease of the Premises are located; Project; (xviiiiv) reserves set aside leasing commissions and any costs for maintenance or repair marketing, solicitation, negotiation and execution of Common Areasleases; (v) legal fees, the Building or space planner fees and advertising expenses incurred with regard to leasing the Project or parts thereof and similar costs for reserves incurred in connection with disputes with and/or enforcement of any kind; leases with tenants, other occupants, or prospective tenants or other occupants of the Building; (xixvi) any cost or expenditure for which Landlord is reimbursed, by insurance or condemnation proceeds or otherwise, except by Operating Expenses; (vii) costs in connection with services, items 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; (viii) depreciation and amortization (except on any capital items mentioned above); (ix) the cost of correcting defects in initial construction of the Project (as opposed to the cost of normal repair, maintenance and replacement expected for the construction materials and equipment installed in the Project in light of their specifications); (x) legal and auditing fees which are for the benefit of Landlord as opposed to the operation of the Project, such as collecting delinquent rents, preparing tax returns and other financial statements, and audits; (xi) compensation in the form of wages, salaries and such other compensation and benefits, as well as any adjustments thereto, for all employees and personnel of Landlord above the level of the senior building manager; (xii) fines, costs, penalties or interest resulting from the negligence, misconduct or omission and interest; (xiii) an equitable allocation of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee and benefits of Landlord and/or any employee of Landlord not directly involved in the management Landlord’s employees and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Buildingpersonnel that work on other projects, including, without limitation, hazardous materials those being periodically developed, managed and/or operated by Landlord, in addition to the Building and/or the Project, among all such projects in proportion to their time spent in performing services other than for the Building; (xiv) costs of repairs, replacements or other work occasioned by fire, windstorm or other casualties covered by fire and extended coverage insurance required to be maintained hereunder, or the exercise by governmental authorities of the right of eminent domain; (xv) 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; (xvi) costs directly resulting from the negligence or willful misconduct of Landlord, its employees, agents and/or contractors; Park Ten Plaza – RigNet, Inc. Table of Contents (xvii) real estate taxes allocable solely to the leasehold improvements of other tenants in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.Building;

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of specifically ----------------------------- exclude the following: (: i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) ground lease payments, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs Costs of any service provided voluntary capital additions to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penaltyBuilding, except to the extent directly caused they reduce operating costs; ii) Loan payments or interest, except where specifically included in Article 6.2 above; iii) Refinancing costs; iv) Ground rent under any ground lease or master lease; v) Depreciation or amortization, except where specifically included in Article 6.2 above; vi) Costs of remedying any building code violations; vii) Interest or penalties resulting from delinquent payment by TenantLandlord of any taxes, fees or contract amounts; (viii) Penalties or costs, including legal fees, arising from Landlord's violation of laws or proven breach of contracts with third parties; ix) Advertising costs, promotional fees, and leasing commissions; x) Alterations or improvements to other tenants' space; xi) Costs for services reimbursed by other tenants, unless such reimbursement constitutes such other tenants' regular contribution to operating expenses of the Building; xii) Costs of initial landscaping or construction of the Building; xiii) Payment of salaries to any incomeemployees of the Landlord above the level of manager of the Building; xiv) To the extent services are performed or materials provided by entities related to the Landlord, estateall amounts paid in excess of amounts which would otherwise be paid to unrelated third parties for similar services performed to the same standard of quantity and of quality; xv) Any bad debt loss, inheritance rent loss or reserves for bad debt or rent loss; xvi) Costs, including legal fees, directly and solely related to the creation, maintenance and operation of the entity or partnership which constitutes the Landlord; xvii) The cost of any work for which Landlord is reimbursed by insurance proceeds or for which Landlord is reimbursed by reason of any warranty or guaranty; xviii) Initial hookup or connection charges for water, sewer, and electrical utilities; xix) Initial installation of any fire/life safety systems or equipment (including any sales taxes or other transfer tax taxes thereon); xx) Professional fees including accounting and any excess profitlegal fees, franchise or similar taxes on Landlord’s business; (xi) any legal fees and other costs incurred by Landlord in enforcing its rights under other leases for premises in the leasing of space, or in connection with a dispute with or default of Tenant or another tenant, or defense of Landlord's title or interest in the Building; xxi) Consulting fees specifically related to ownership of the Building or as opposed to operation of the Projectbuilding; (xiixxii) Initial paving and painting of parking areas; xxiii) Cost of any costsspace occupied by the property manager and leasing agent; xxiv) Dues, fees, duesand contributions paid to civic or political organizations and associations; xxv) Franchise fees or charges; xxvi) Improvements made for other tenants or rent concessions made for other tenants instead of improvements xxvii) Expenses incurred in removing or storing an ex-tenant's property; xxviii) Rentals for items which, contributions if purchased rather than rented, would constitute a capital improvement or similar expenses equipment; xxix) Costs of services, utilities, or other benefits which are not offered to Tenant or for politicalwhich Tenant is charged for directly, charitablebut which are provided to another tenant or occupant of the Property, industry association including, but not limited to, above Building standard heating, ventilation and air-conditioning, janitorial services and exclusive use Common Areas; xxx) Costs arising from the negligence, or similar organizationsintentional misconduct of Landlord, its employees or its agents, or of any other tenant, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord or by Landlord's authorized agents; (xiiixxxi) intentionally deletedCosts arising from the presence or removal of Hazardous Materials as defined herein, located in or about the Building; (xivxxxii) Initial costs for sculpturessculpture, paintings or other objects of art; (xvxxxiii) except to The cost of correcting latent defects in the extent expressly approved in writing by Tenant in advancedesign, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants operating systems of the Building; (xvixxxiv) intentionally deletedReserves for capital items, including, but not limited to, replacement reserves, and reserves for bad debts or lost rent or any similar charge not involving the payment of money to third parties; (xviixxxv) Any costs associated with the purchase or rental of furniture, fixtures, or equipment for any amount management, security, engineering, or other offices associated with the building or for Landlord's office or the offices of other landlords of the building; xxxvi) Any compensation paid to subsidiaries clerks, attendants or affiliates other persons in commercial concessions operated by Landlord in the Building or Property; xxxvii) The entertainment expenses and travel expenses of Landlord, its employees, agents, partners and affiliates; (xxxviii) any state, local, federal, personal or to corporate income tax measured by the income of Landlord; (xxxix) real estate taxes resulting from overstandard improvements made by other tenants; (xxxx) damage and repairs covered under any other party as a result insurance policy, except for the cost of a non-competitive selection processany deductible, for management or other services to the buildingcarried by, or for supplies or other materialsrequired to be carried by, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated Landlord in connection with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or Common Areas; (xxxxi) Landlord's general overhead expenses not related to the Project Building; (xxxxii) costs incurred due to violation by Landlord or costs for reserves any other tenant in the Building of the terms and conditions of any kindlease; (xixxxxxiii) costs incurred in connection with any fines, costs, penalties or interest resulting from the negligence, misconduct or omission portion of the Landlord or its agents, contractors or employees; (xx) wages, salaries Building which is used for parking and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisesfor which parking fees are charged; and (xxixxxxiv) property management fees in excess of five percent (5%) of Tenant's Base Rent and Operating Expenses. Landlord shall not collect in excess of one hundred percent (100%) of Operating Expenses or any item of cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasemore than once.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on legal and auditing fees (other than those fees reasonably incurred in connection with the Building and/or on maintenance and operation of all or any project of which portion the Building is a part (the “Project”Premises); (ii) intentionally deleteddepreciation of the Building or any other improvements situated within the Premises; (iii) ground lease payments, mortgage principal or interestany items for which Landlord is actually reimbursed by insurance; (iv) capital expensescosts of repairs or other work necessitated by fire, windstorm or other than those casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in strict compliance accordance with clause (xi) the provisions of Section 2.2.1 of this LeaseSections 25 and 26, below; (v) other than any interest charges for capital improvements referred to in Section 6.1.1(iv) hereinabove, any interest or payments on any financing for the costs Building or the Premises, interest and penalties incurred as a result of Landlord’s late payment of any service invoice (provided that Tenant pays Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any tenant in the Building which are directly billed to such tenantbad debt loss, rent loss or reserves for same; (vi) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any portion of the Premises, unless such costs and expenses are the responsibility of repairs due to casualty or condemnation Tenant as provided in Section 27 hereof, in which are reimbursed event such costs and expenses shall be paid solely by third partiesTenant in accordance with the provisions of Section 27 hereof; (vii) any cost incurred due overhead and profit increment paid to Landlord’s breach of this Lease Landlord or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Premises to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair absence of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisessuch relationship; and (xxiviii) any cost payments under a ground lease or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasemaster lease.

Operating Expense Exclusions. 1. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: (a) legal fees, brokerage commissions, sale or advertising costs and other related soft costs incurred in connection with the leasing of the Buildings; (b) costs over and above the deductible of repairs, restoration, replacements or other work occasioned by (i) fire, windstorm or other casualty and either (aa) payable (whether paid or not) by insurance required to be carried by Landlord under this Lease, or (bb) otherwise paid by insurance then in effect obtained by Landlord, (c) costs recovered (less costs of recovery) by Landlord under a manufacturer’s, materialman’s, vendor’s or contractor’s warranty; (d) wages, salaries, benefits and compensation paid or given to (i) executives, shareholders, officers, directors or partners of Landlord, (ii) any principal or partner of the entity from time to time comprising Landlord, or (iii) off-site employees and employees at the Buildings above the level of Building manager; (e) Landlord’s general overhead and administrative expenses not related to the Buildings; (f) payments of principal or interest on any mortgage or other encumbrance including ground lease payments and points, commissions and legal fees associated with financing; (g) deductions for depreciation on of the Buildings and the Building and/or on any project equipment (but the foregoing shall not limit the provisions of which the Building is a part (the “Project”Exhibit B, Section A(6)); (iih) intentionally deleted; (iii) ground legal fees, accountants’ fees and other expenses incurred in connection with disputes with Tenant or other tenants or occupants of the Buildings or associated with the enforcement of any lease payments, mortgage principal or interest; (iv) capital expenses, other than those defense of Landlord’s title to or interest in strict compliance with clause (xi) of Section 2.2.1 of the Buildings or any part thereof not otherwise specifically recoverable under this Lease; (vi) the costs of any service provided to any tenant in the Building which are directly billed to such tenantcharitable or political contributions; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxij) any cost or expense related to the testing for, removal, cleaningtransportation or storage of Hazardous Materials (as hereinafter defined) from the Buildings or Premises, abatement not caused by Tenant or remediation Tenant’s Agents, independent contractors or invitees or Zymark or Zymark’s Agents, independent contractors or invitees, or Tenant’s or Zymark’s assignees or subtenants; (k) interest, penalties or other costs arising out of “hazardous materials” Landlord’s failure to make timely payments of its obligations, unless Tenant has failed to make any payments under this Lease when due; (1) property management fees of any property management firm in excess of four percent (4.0%) of the gross revenues of the Buildings and all other management fees outside of any established management contract from time to time; (m) salaries, wages, or about other compensation paid to employees of any property management organization being paid a fee by Landlord for its services where such services are covered by a management fee; (n) salaries, wages, or other compensation to any employee of Landlord who is not assigned to the Buildingfull-time or part-time operation, includingmanagement, without limitationmaintenance, hazardous materials or repair of the Buildings, including main office accounting, main office clerical personnel, and other main office overhead expenses of Landlord; (o) costs incurred in advertising and promotional activities for the soil Buildings; (p) costs incurred in connection with the actual or ground watercontemplated sales, subject financing, refinancing, mortgaging, syndicating, selling, or change of ownership interest of the Buildings, including brokerage commissions, attorneys, and accountants fees, closing costs, title insurance premiums, transfer taxes and interest charges related thereto; and (q) reserves for repairs, maintenance and replacements, but the foregoing shall not affect the estimated payments to Tenant obligations referenced be made as set forth in Section 21.2 12.2 of this Lease. Operating Expenses shall be determined by Landlord in accordance with generally accepted accounting principles, consistently applied from one year to the next. The following regulations are generally applicable: 1. The public sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant (except as necessary for deliveries) or used for any purpose other than ingress and egress to and from the Premises. 2. Awnings, curtains, blinds, shades, screens or other projections must be of a quality, type, design and color, and attached in the manner, approved by Landlord, such approval not to be unreasonably withheld, conditioned, or delayed.

Operating Expense Exclusions. Notwithstanding the foregoingprovisions of Section 4.2(b) or anything else in the Lease to the contrary, Operating Expenses shall not include any of the following: : (i1) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deleted; (iii) Any ground lease payments, mortgage principal or interest; rental; (iv2) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost Costs incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way for the repair of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except damage to the extent directly caused Landlord is reimbursed by Tenant; insurance proceeds; (x3) any incomeInterest, estate, inheritance or other transfer tax charges and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; on debt payments on mortgages; (xii4) any Marketing costs including leasing commissions, attorneys' fees, space planning costs, feesand other costs and expenses incurred in connection with leases, dues, contributions sublease and/or assignment negotiations and transactions with present or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants prospective lessees or other occupants of the Building; (xvi1) (5) intentionally deleted; Depreciation or reserves; (xvii6) Costs incurred by Lessor due to the violation by Lessor of the terms and conditions of any amount lease of space in the Building; (7) Overhead and profit increments paid to subsidiaries Lessee or to its agents or affiliates for goods and/or services to the extent the same exceeds the costs of Landlord, or to any other party such goods and/or services that could be obtained from unaffiliated third parties on a competitive basis; (8) Lessor's corporate overhead and general and administrative expense; (9) Tax penalties incurred as a result of a non-competitive selection processLessor's negligence, for management inability or other services unwillingness to make payments and/or file any income tax or informational returns when due; (10) Costs arising from remedial work or the building, presence of Hazardous Materials (as defined in Paragraph 47) in or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, about the Building or the Project or costs for reserves of any kind; site on which is resides (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building"Site"), including, without limitation, hazardous materials Hazardous Materials in the soil ground water or ground watersoil, subject but only to Tenant obligations referenced the extent the same are Preexisting Conditions (as defined in Section 21.2 Paragraph 47.3); (11) Costs arising from Lessor's charitable or political contributions; (12) Costs (including in connection therewith all attorneys' fees and costs of this Leasesettlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to the Lessor and/or the Building and/or Site; (13) Costs of the initial construction of the Building and Common Area.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, Operating Expenses shall not include any of the followinginclude: (i1) depreciation on the Building and/or on cost of any project of which the Building is a part capital improvements (the “Project”)except as set forth in Sections 4.05(xii)(A) and 4.05(xii)(B) above; (ii2) intentionally deletedcosts of remediation of any Hazardous Materials for which Tenant is not otherwise obligated to remediate including illegal dumping and migration of Hazardous Materials on to or under the Building; (iii3) ground lease payments, mortgage any debt service (including principal and interest) or interestpayments of any judgments or other liens against Landlord; (iv4) capital expenses, other than those Real Property Taxes (as defined in strict compliance with clause (xiSection 4.01) of Section 2.2.1 of this Leaseunless paid by Landlord; (v5) the costs of any service provided to any tenant incurred in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance connection with lawsuits or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; legal actions (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materialsarbitrations and mediations) instituted or defended by Landlord that are unrelated to Tenant or its occupancy of the Property; (6) sums incurred as late payment fees, laborpenalties or interest; (7) ground rent; (8) depreciation; (9) Landlord's advertising, architecture, permits, licenses, entertainment and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space promotional costs for new tenants or other occupants of the Building; (xvi10) intentionally deleted; (xvii) costs and expenses payable to Landlord or any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materialsaffiliate, to the extent that such amounts costs and expenses exceed competitive costs and expenses for materials and services by unrelated persons or entities of similar skill and experience; (11) any cost or expense in excess of five percent (5%) of annual Base Rent relating to the costs Landlord’s administration and management of the Lease including, but not limited to, Landlord’s overhead, management fees, office salaries and benefits, office rental, office supplies, dues and subscriptions, office utility charges, telephone charges and automobile expenses; provided that would have been paid had third party expenses related to administration and management of the services, supplies or materials been provided by parties unaffiliated with Lease shall not be subject to such cap but shall be commercially reasonable for the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii12) reserves set aside for maintenance the cost of repairs or repair other work required as a result of Common Areasfire, windstorm, casualty or any other occurrence covered by the insurance required hereunder and paid or reimbursed by Tenant; (13) the cost of correcting defects in the construction of the Building or the Project or costs for reserves of covered by any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premiseswarranty; and (xxi14) any cost amounts reimbursed by other sources such as insurance proceeds, equipment warranties, judgments or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasesettlements.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term "Operating Expenses Expenses" shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Project; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for premises within the Project; (iii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Project), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or future re-leasing of any portion of the Project; (iv) depreciation of the Building or any other improvements situated within the Project; (v) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by any other tenant of the Project; (vi) costs of repairs or other occupants work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the Buildingright of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (xvivii) intentionally deletedother than any interest charges for capital improvements referred to in Section 6.1.1(iv) hereinabove, any interest or payments on any financing for the Building or the Project, interest and penalties incurred as a result of Landlord's late payment of any invoice (provided that Tenant pays Tenant's Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (xviiviii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix) Landlord's cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, Landlord for management or other goods and/or services to in the building, or for supplies or other materials, Project to the extent that such amounts exceed the same exceeds the costs that of such by unaffiliated third parties on a competitive basis; or any costs included in Operating Expenses representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair absence of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premisessuch relationship; and (xxixi) any cost payments under a ground lease or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Leasemaster lease.

Operating Expense Exclusions. Notwithstanding anything to the foregoingcontrary contained herein, for purposes of this Lease, the term “Operating Expenses Expenses” shall not include any of the following: (i) depreciation on the Building and/or on any project of which the Building is a part costs (the “Project”); (ii) intentionally deleted; (iii) ground lease paymentsincluding permit, mortgage principal or interest; (iv) capital expenses, other than those in strict compliance with clause (xi) of Section 2.2.1 of this Lease; (v) the costs of any service provided to any tenant in the Building which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease or the lease of any other tenant of the Building or Project; (viii) any amount payable by Landlord by way of indemnity or for damages; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to the extent directly caused by Tenant; (x) any income, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenseslicense, and inspection fees fees) incurred with respect to the construction or installation of tenant improvements or otherwise in renovating, improving, decorating, painting, or redecorating vacant space or space for new other tenants within the Building; (ii) costs incurred because Landlord or another tenant actually violated the terms and conditions of any lease for any premises within the Building; (iii) legal and auditing fees (other occupants than those fees reasonably incurred in connection with the maintenance and operation of all or any portion the Buildings or Property), leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Building or future re-leasing of any portion of the Building; (xviiv) intentionally deleteddepreciation of the Building or any other improvements situated on the Property; (xviiv) any amount paid items for which Landlord is actually reimbursed (or is entitled to subsidiaries be reimbursed) by insurance or affiliates by direct reimbursement by any other tenant of Landlordthe Building or any other third party or otherwise; (vi) any interest or payments on any financing for the Building or the Property, ground rent or any costs associated with financing or refinancing the Building or Property, or to Landlord’s interest therein; (vii) any other party interest or penalties incurred as a result of a non-competitive selection process, Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein); (viii) Landlord’s general corporate overhead and general and administrative expenses; (ix) fees payable by or to Landlord for management of the Property in excess of (a) during periods of Self-Management, one-and-one-fourth percent (1.25%), and (b) at all other times, two percent (2%), of Landlord’s gross rental revenues from the Project for any calendar year or portion thereof; (x) costs of repair or other services work occasioned by the exercise of eminent domain or casualty to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this Lease.extent

Operating Expense Exclusions. Notwithstanding the foregoing, Operating Expenses shall not include any of the followinginclude: (i) depreciation on the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts of tenant improvements incurred in renovating leased space for the exclusive use of a particular tenant of the Project; (iii) ground lease payments, brokers' commissions; (iv) Project mortgage principal or interest; (iv) capital expenses, rental under any ground or underlying lease, or points and fees on any mortgage or other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leasedebt instrument encumbering the Building or Project; (v) the costs of any service provided capital items other than those referred to any tenant in the Building which are directly billed to such tenantSection 6.1; (vi) the costs of repairs due or other work to casualty the extent Landlord is reimbursed by warranties, insurance or condemnation which are reimbursed by third partiesproceeds; (vii) costs for utilities and Lighting Maintenance (as defined in Section 11.2) charged directly to, or paid directly by, Tenant pursuant to Section 16.4 or other tenants of the Project other than as a part of the Operating Expenses; (viii) fines, interest and penalties incurred due to the late payment of Operating Expenses; (ix) organizational expenses associated with the creation and operation of the entity which constitutes Landlord; (x) any cost fines, interest, penalties, costs, attorneys’ fees or damages that Landlord pays to Tenant under this Lease or to other tenants in the Project under their respective leases or incurred due to Landlord’s breach violation of this Lease laws in effect as of the Date of Lease; (xi) any fines, interest, penalties, attorneys’ fees or damages incurred due to Landlord’s violation of laws promulgated after the lease Date of Lease, except to the extent resulting from the failure of Tenant to pay Rent in a timely manner; (xii) Real Estate Taxes as provided for in Article VII; (xiii) items and services for which a tenant or any third party specifically reimburses Landlord (other than as a part of Operating Expenses) or for which a tenant pays third persons; (xiv) attorneys’ fees incurred by Landlord in connection with negotiations for leases with tenants or prospective tenants of the Project and in connection with disputes with or enforcement of any other tenant leases with specific tenants or prospective tenants of the Project; (xv) wages, salaries, fees and benefits paid to administrative or executive personnel of Landlord to the extent not acting in the capacity of a Building or Project manager and below such level for any personnel to the extent not involved in the direct operations or management of the Building or Project; (viiixvi) Landlord’s advertising, promotional and marketing expenses; (xvii) expenses in connection with services or other benefits which are not offered to Tenant, but which are provided to another tenant of the Project without charge; (xviii) any cost representing an amount payable by Landlord by way of indemnity paid as interest or for damages; (ix) any amount payable by Landlord which constitutes services or materials to a fineperson, interest firm or penaltyentity related to Landlord, except to the extent directly such amount exceeds the amount that would be paid as interest or for such services or materials or comparable quality at the then existing market rates to an unrelated person, firm or corporation; (xix) costs of clean-up, removal, remediation and repair in conformance with the requirements of applicable law of any damage or contamination caused by Tenant; (x) any incomethe presence of Hazardous Materials, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s business; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in the Building or the Project; (xii) any costs, fees, dues, contributions or similar expenses for political, charitable, industry association or similar organizations; (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except to the extent expressly approved of Landlord’s obligation to perform such work at Landlord’s cost pursuant to Section 9.2 of the Lease; provided, however, Operating Expenses may include the costs attributable to such work performed in writing by Tenant in advance, costsconnection with the ordinary operation and maintenance of the Project, including, without limitation, materials, labor, architecture, permits, licenses, costs of cleaning up any minor chemical spills directly related to such ordinary maintenance and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new tenants or other occupants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employeesoperation; (xx) wages, salaries and other compensation paid costs to any executive employee of Landlord and/or any employee of Landlord not directly involved correct design or construction defects in the management Project (as opposed to the cost of normal repair, maintenance and operation replacement); (xxi) costs arising from Landlord’s charitable or political contributions; (xxii) costs of damage and repairs necessitated by the gross negligence or willful misconduct of Landlord, Landlord’s employees, contractors or agents; (xxiii) contributions to reserves for Operating Expenses or Real Estate Taxes; (xiv), bad debt loss, rent loss, or reserves for bad debt loss or rent loss; (xxv) any costs associated with Landlord’s reservation for exclusive use of portions of the PremisesAmenity Building, the Phase II Common Area, the Parking Facilities, the Sports Park and the other Common Area for itself, Landlord’s operators of the Amenities, Landlord’s property manager, and their respective Agents; (xxvi) items and services for which a tenant or any third party specifically reimburses Landlord (other than as a part of Operating Expenses) or for which a tenant pays third persons; and (xxixxvii) any cost charge which would duplicate or expense related otherwise result in double reimbursement to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 of this LeaseLandlord for a single expenditure made by Landlord.

Operating Expense Exclusions. Notwithstanding the foregoing, The term “Operating Expenses Expenses” shall not include any of the followinginclude: (i) depreciation on costs (including permit, license, and inspection fees) incurred in renovating, improving or decorating vacant space or space for other tenants within the Building and/or on any project of which the Building is a part (the “Project”); (ii) intentionally deletedcosts incurred because Landlord or another tenant actually violated the terms and conditions of any lease within the Project or any disputes between Landlord and another tenant; (iii) ground lease paymentslegal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of any portion the Project), mortgage principal leasing commissions, advertising expenses, and other costs incurred in connection with the original leasing of the Project or interestfuture re-leasing of any portion of the Project; (iv) capital expenses, depreciation of the Building or any other than those in strict compliance with clause (xi) of Section 2.2.1 of this Leaseimprovements situated within the Project; (v) the costs of any service provided to any tenant in the Building items for which are directly billed to such tenantLandlord is actually reimbursed; (vi) the costs of repairs due or other work necessitated by casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to casualty the extent insurance proceeds or a condemnation which are reimbursed award, as applicable, is actually received by third partiesLandlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25 and 26, below; (vii) other than any cost incurred due interest charges for capital improvements referred to Landlord’s breach of this Lease in Section 6.1.1(iv) hereinabove, any interest or the lease of payments on any other tenant of financing for the Building or Projectthe Park, interest and penalties incurred as a result of Landlord’s late payment of any invoice (provided that Tenant pays Tenant’s Share of Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or reserves for same; (viii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any amount payable portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Landlord by way of indemnity or for damagesTenant in accordance with Section 27 hereof; (ix) any amount payable by Landlord which constitutes a fine, interest or penalty, except to Landlord’s cost for the extent directly caused by Tenantrepairs and maintenance items set forth in Section 11.3; (x) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; or any income, estate, inheritance or other transfer tax and costs included in Operating Expenses representing an amount paid to any entity related to Landlord which is in excess profit, franchise or similar taxes on Landlord’s businessof the amount which would have been paid in the absence of such relationship; (xi) any legal fees incurred by Landlord in enforcing its rights payments under other leases for premises in the Building a ground lease or the Projectmaster lease; (xii) any costsexecutive salaries or salaries of service personnel to the extent that such personnel perform services not in connection with the operation, feesrepair, dues, contributions or similar expenses for political, charitable, industry association or similar organizationsmaintenance of the Park; (xiii) intentionally deletedcosts of correcting defects in the initial design or construction of the Building or any other improvements to the Park; (xiv) costs for sculpturesdirectly necessitated by or directly resulting from the gross negligence of Landlord, paintings its agents or other objects of artemployees; (xv) except costs of special services provided to the extent expressly approved in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, and inspection fees incurred with respect to the construction or installation of tenant improvements or otherwise improving, decorating, painting, or redecorating vacant space for new other tenants or other occupants of the BuildingBuilding but not to Tenant; and (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of Landlord, or to any other party except as a result of a non-competitive selection process, for management or other services to the building, or for supplies or other materials, to the extent that such amounts exceed the costs that would have been paid had the services, supplies or materials been otherwise provided by parties unaffiliated with the Landlord and/or on a competitive basis and are consistent with those incurred by similar buildings in the same metropolitan area in which the Premises are located; (xviii) reserves set aside for maintenance or repair of Common Areas, the Building or the Project or costs for reserves of any kind; (xix) any fines, costs, penalties or interest resulting from the negligence, misconduct or omission of the Landlord or its agents, contractors or employees; (xx) wages, salaries and other compensation paid to any executive employee of Landlord and/or any employee of Landlord not directly involved in the management and operation of the Premises; and (xxi) any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject to Tenant obligations referenced in Section 21.2 6.1.1 of this Lease, the cost of any capital improvements.