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, 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 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 anything to the foregoingcontrary contained herein, Operating 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 portion of which the Building is a part (Project), leasing commissions, advertising expenses and similar costs incurred in connection with the “leasing of the Project”); (ii) intentionally deleteddepreciation of the Building or any other improvements situated within the Project; (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 in strict compliance with clause casualty (xiexcluding any deductibles) and/or costs of Section 2.2.1 repair or other work necessitated by the exercise of this Leasethe right of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; (v) 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 any service Tenant as provided to any tenant in Article 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the Building which are directly billed to such tenantprovisions of Article 27 hereof; (vi) the costs cost of repairs due Capital Improvements unless made with the reasonable expectation of reducing Operating Expenses or in order to casualty comply with any law first taking effect or condemnation which are reimbursed by third partiesinterpreted differently on or after the Commencement Date, other than any interest charges for Capital Improvements referred to in Section 6.1(c) hereinabove, any interest or payments on any financing for the Building or the Project and interest and penalties incurred as a result of Landlord's late payment of any invoice; (vii) any cost incurred due overhead and profit increment paid to Landlord’s breach Landlord or to subsidiaries or affiliates of this Lease or Landlord for goods and/or services in the lease Project to the extent the same exceeds the costs of any other tenant of the Building or Projectsuch by unaffiliated third parties on a competitive basis; (viii) any amount payable by Landlord by way of indemnity payments under a ground lease or for damagesmaster lease; and (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 as provided 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 AreasSection 6.1 above, the Building or the Project or costs for reserves cost 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 LeaseCapital Improvements.

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 foregoing, The term "Operating Expenses Expenses" shall not include any of the followinginclude: (i) depreciation costs (including permit, license, and inspection fees) incurred in renovating, improving or decorating vacant space or space for other tenants within the Project or providing other services not provided on a regular basis to 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 1001 Ridder Building and the 0000 Xxx Xxxxxxxx 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 items for which Landlord is actually reimbursed by insurance or any tenant in the Building which are directly billed to such tenantother third party; (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 payments on any financing for the 1001 Ridder Building, the 1717 Fox Building or the lease Project, interest and penalties incurred as a result of Landlord's late payment of any other tenant invoice (provided that Tenant pays Tenant's Share of the Building Operating Expenses and Tax Expenses to Landlord when due as set forth herein), and any bad debt loss, rent loss or Projectreserves 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 costsstructural repairs to the 1001 Ridder Building, fees1717 Fox Building or the Project, dues, contributions or similar expenses for political, charitable, industry association or similar organizationsother than capital improvements pursuant to Section 6.1.1(iv) and (xi) above; and (xiii) intentionally deleted; (xiv) costs for sculptures, paintings or other objects of art; (xv) except incurred in connection with upgrading the Common Areas to correct any noncompliance with the extent expressly approved ADA in writing by Tenant in advance, costs, including, without limitation, materials, labor, architecture, permits, licenses, effect 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 being enforced as 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 date of this 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 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 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 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 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 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 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 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 costs (including permit, license and inspection fees) incurred for tenant improvements 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 all or any portion of the Project), leasing commissions, advertising expenses and similar 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 Project; (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 items for which are directly billed to such tenant; (vi) the costs of repairs due to casualty or condemnation which are Landlord is actually reimbursed by third parties; (vii) any cost incurred due to Landlord’s breach of this Lease insurance or the lease of by direct reimbursement by any other tenant of the Project; (v) costs of repairs or other 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 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 11 and 12, below; (vi) other than any interest charges for Capital Improvements referred to in Section 6.1(c) hereinabove, any interest or payments on any financing for the Building or the Project and interest and penalties incurred as a result of Landlord's late payment of any invoice; (vii) 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 the provisions of Section 27 hereof; (viii) any amount payable 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 Landlord by way of indemnity or for damagesunaffiliated third parties on a competitive basis; (ix) any amount payable by Landlord which constitutes payments under a fine, interest ground lease or penalty, except to the extent directly caused by Tenantmaster lease; (x) any incomeexcept as provided above in Section 6.1, estate, inheritance or other transfer tax and any excess profit, franchise or similar taxes on Landlord’s businessthe cost of Capital Improvements; (xi) any legal fees incurred by Landlord in enforcing its rights under other leases for premises in all costs associated with the Building or operation of the business of the entity which constitutes “Landlord” (as distinguished from the costs of the operations of the Project; ) including, but not limited to, Landlord’s general corporate overhead and general administrative expenses, (xii) any costscosts incurred in connection with the sale of transfer of the Project (e.g., documentary transfer taxes, recording fees, duestitle insurance premiums, contributions or similar expenses for politicalappraisal costs and escrow fees), charitable, industry association or similar organizations; (xiii) intentionally deletedcosts arising from Landlord’s negligence; (xiv) costs for sculpturesoccasioned by the violation of any law by Landlord, paintings any other occupant of the Project, or other objects of arttheir respective agents, employees or contractors; (xv) except increases in insurance costs caused by the activities of another occupant of the Project; (xvi) interest, charges and fees incurred on debt; (xvii), expense reserves; (xviii) wages, compensation, and labor burden for any employee not stationed on Project on a full-time basis unless the same are equitably allocated based on the amount of time devoted by the employee to the extent expressly approved Project; (xix) expenses in writing by connection with services or other benefits which are provided to another tenant or occupant of the Project and which do not benefit Tenant (e.g., a health club that is only available to one tenant); provided, however, general maintenance of the Project even though a general maintenance item may only benefit one Tenant (e.g. repairing the thermostat in advance, costs, including, without limitation, materials, labor, architecture, permits, licensesthat tenant’s premises) may be included in Operating Expenses, and inspection fees incurred provided further, that Landlord’s agreements with respect tenants relating to the construction cost of parking or installation HVAC shall not limit Landlord’s right to include the cost of tenant improvements maintaining and repairing the Project’s parking areas and HVAC units in Operating Expenses, (xx) any cost of any service or otherwise improving, decorating, painting, items sold or redecorating vacant space for new provided to tenants or other occupants for which Landlord or Landlord’s managing agent has been reimbursed by such tenants or other occupants (other than through Operating Expenses) for such service or has been reimbursed by insurance or otherwise compensated by parties other than tenants of the Building; (xvi) intentionally deleted; (xvii) any amount paid to subsidiaries or affiliates of LandlordProject, 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 repair or maintenance cost caused by the negligence or expense related willful misconduct of Landlord, (xxii) expenses that another tenant of the Project is obligated to removalpay based on its negligence or willful misconduct or the negligence or willful misconduct of its agents, cleaning, abatement employees or remediation of “hazardous materials” in contractors and (xxiii) expenses another person or about the Building, including, without limitation, hazardous materials in the soil or ground water, subject entity is obligated to Tenant obligations referenced in Section 21.2 of this Leasepay (other than through Operating Expenses).

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 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 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 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 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 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 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 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 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 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 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. EXHIBIT C Rules and Regulations of Building The following regulations are generally applicable:

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.