In addition, the following shall not be included in Operating Costs: # taxes, # debt service on mortgages, # leasing commissions,(iv) the cost of electrical energy and other utilities furnished directly or indirectly to Tenant and other leasable areas of the Property, # the cost of tenant installations (and any redecorating or renovations) incurred in connection with preparing space for a new tenant or for a tenant renewing its lease and any other contribution by Landlord to the cost of tenant improvements, and costs for renovating or improving vacant or unleased rentable space in the Property, # salaries of personnel above the grade of Senior Vice President of Property Management, # rent paid under Superior Leases, # any expense for which Landlord is otherwise compensated through the proceeds of insurance or is otherwise compensated by any tenant (including Tenant) of the Property for services in excess of the services Landlord is obligated to furnish to Tenant hereunder, # legal fees and any other expenses incurred in connection with any negotiation of, or disputes arising out of, any space lease in the Property, sales, financings and refinances (including any mortgage), and accounting and appraisal fees in connection with leasing, sales, financings or refinancings, # Landlord's advertising and promotional costs for the Property, # intentionally omitted # management fees in an amount in excess of a commercially reasonable management fee for comparable services in the same geographic area for comparable space, # the cost of any work or service performed for any tenant of the Property (including Tenant), whether at the expense of Landlord or such tenant, to the extent that such work or service is in excess of the work or service that Landlord is required to furnish Tenant under this Lease at the expense of Landlord, # damages and attorneys’ fees and disbursements and any other costs in connection with any proceeding, judgment, settlement or arbitration award resulting from any liability of Landlord and fines or penalties due to Landlord’s negligence or wrongful acts, # any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord, # any expenses which are not paid or incurred in respect of the Property but rather in respect of other real property owned by Landlord or an affiliate of Landlord, provided that with respect to any expenses attributable in part to the Property and in part to other real property, Operating Expenses shall include only such portion thereof as are apportioned by Landlord to the project on a fair and equitable basis, # intentionally omitted, # expenses of treating, removing and disposing of any hazardous materials present in the Property and any expenses incurred in connection therewith (other than the costs of monitoring such hazardous materials, which shall be included in Operating Expenses), # costs incurred with respect to a sale or transfer of all or any portion of the Property or any interest therein, # lease takeover or take-back costs, # the cost of installing, operating and maintaining any specialty facility such as a luncheon club, recreational club, child care or similar facility, auditorium, cafeteria, dining facility, broadcasting facility or conference center, # costs incurred in connection with the acquisition or sale of air rights, transferable development rights, easements or other real property interests, # to the extent the same are separately metered, costs of electricity and overtime HVAC and condenser water or chilled water for supplemental systems furnished to the Premises or any other rentable space in the Building; costs of acquiring or replacing any separate electrical meters Landlord may provide to Building tenants,(xxii) the costs of acquiring, leasing, installing, maintaining, displaying, protecting, insuring, restoring or renewing works of art, # amounts otherwise includable in Operating Expenses but reimbursed to Landlord directly by Tenant or other tenants (other than through Operating Expense reimbursements), # the cost of any judgment, settlement or arbitration award resulting from any liability of Landlord (other than any liability for amounts otherwise includable in Operating Expenses) and expenses incurred in connection therewith, # any insurance costs in excess of those that are customary for first-class office buildings located in the same geographic area,

Notwithstanding the foregoing, Operating Costs shall not include interest, loan fees, amortization or other carrying costs paid in connection with any loan or loans secured by the Real Property of which the Premises are a part. Further, Operating Costs shall also exclude # leasing commissions, costs, disbursements, and other expenses incurred for leasing, renovating, or improving space for tenants or prospective tenants; # costs of electricity and other service sold to tenants (including Tenant) for which Landlord is to be reimbursed as a charge over the Rent payable under the lease with that tenant; # depreciation and amortization on the Building except as expressly permitted elsewhere herein; # costs incurred by Landlord because another tenant violated the terms of any lease; # advertising and promotional expenses; # repairs or other work needed because of fire, windstorm, or other casualty or cause to the extent insured against by Landlord except to the extent of deductibles paid by Landlord; # any costs, fines, or penalties incurred because Landlord violated any Laws; # costs for fine art; # any ground lease rental; (10) costs associated with the operating of the business of the ownership or entity which constitutes “Landlord,” as distinguished from the costs of Building operations, including, but not limited to, partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging, or hypothecating any of Landlord’s interest in the Building, Facilities, or Real Property, and costs on any disputes between Landlord and its employees (if any) not engaged in Building operation; # tax penalties incurred as a result of Landlord’s failure to make payments and/or file any tax or informational returns in a timely manner (unless such failure is the result of Tenant’s failure to pay such amounts as and when due hereunder); # costs arising from Landlord’s charitable or political contributions; # management fees to the extent such management fees exceed three percent (3%) of gross collections from the operation of the Project; # fees of any LEED certification or similar rating for the Building or Project (provided that monitoring and maintenance costs required to maintain such a rating or certification once obtained may be included in Operating Expenses); # costs incurred in connection with the initial development or improvement of the Building, Facilities or Project; # expenses in connection with services or other benefits of a type that are not provided to Tenant but which are provided to another tenant or occupant of the Project; # any costs, fines, or penalties incurred due to violations by Landlord of any governmental rule or authority, this Lease or any other lease in the Project, or due to Landlord’s gross negligence or willful misconduct; # the cost of correcting any building code or other violations which were violations prior to the Commencement Date of this Lease; and # the cost of containing, removing, or otherwise remediating any contamination of the Project (including the underlying land and ground water) by any Hazardous Materials where such contamination was not caused by Tenant.

Notwithstanding anything to the contrary contained herein, in no event shall the definition of Operating Expenses include the following: # legal or other professional fees related to leasing, ownership, financing, tenant disputes or other services not related to the normal operation, maintenance, cleaning, repair or protection of the Property; # the cost of any additions, changes, replacements, painting, decorating, renovations and other items that are made solely in order to prepare tenant space for a new tenant’s occupancy; # depreciation and interest and principal payments on mortgages and other debt costs, if any, other than amortization of and the interest factor attributable to Permitted Capital Improvements; # costs and expenses associated with the operation of the business of the person or entity which constitutes Landlord as the same are distinguished from the costs of operation of the Property, including accounting and legal matters with respect to same; # costs of selling or financing any of Landlord’s interest in the Property; # income, excess profits, franchise taxes or other such taxes imposed on or measured by the net income of Landlord from the operation of the Building; # costs incurred by Landlord for the repair of damage to the Building to the extent that Landlord is reimbursed by insurance proceeds; # the costs of special services and utilities separately chargeable to individual tenants of the Building; # intentionally omitted; # marketing costs, brokerage commissions and concessions and leasehold improvement costs incurred in connection with the leasing of any rentable space at the Property, including, without limitation, finders’ fees, attorneys’ fees and expenses, entertainment costs and travel expenses; # accountants’ fees incurred in connection with disputes with individual tenants and/or the existence, maintenance or non-Property related operations of the legal entity or entities of which Landlord is comprised; # the cost of any special work or service performed for any tenant (including Tenant) billable to such tenant or any costs in connection with services or benefits that are provided to or for the particular benefit of other tenants but not offered to Tenant; # any expenses for repairs or maintenance actually covered by warranties and service contracts; # any cost that Tenant pays for directly; # costs of developing and constructing the other improvements or additions at the Building or Property, whether capital expenditures or otherwise; # capital repairs or replacements of the façade, structural columns, floor slabs, structural portions of the roof (including any roof slab), or foundations of the Property (regardless of whether or not caused by latent defects), unless on account of changes in applicable which first become effective after the date of this Lease, and unless on account for capital expenses for improvements or building elements added to the Building which in Landlord’s reasonable judgment will increase the efficiency of the Building (i.e., are reasonably anticipated by Landlord to reduce the Operating Expenses as they relate to the item which is the subject of the capital expenditure or reduce the rate of increase in the Operating Expense which relates to the item which is the subject of the capital expenditure from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure); # intentionally omitted; # the cost of removing or remediating hazardous materials from the Property; # any cost covered by any warranty that Landlord actually obtains in connection with the Property; # any amounts paid to a person, firm, corporation or other entity under common ownership and control with Landlord that is in excess of a commercially reasonable amount paid on a market rate basis; # the cost of acquiring sculptures, paintings and other objects of art; # the cost of advertising or promotion for the Property or any part thereof or any operations at the Property; # depreciation of the Property or any part thereof; # accounting and bookkeeping services to the extent not allocable to the Property; # any compensation paid to personnel in retail concessions operated by Landlord and any subsidies or concessions to third parties operating retail concessions at the Property; # salaries and bonuses and benefits of officers, executives of Landlord and administrative employees above the grade of property manager or building supervisor; # Landlord’s general overhead; # lease payments for rental equipment that would constitute a major capital expenditure if the equipment were purchased, but only to the extent that the capital expenditure itself would be excluded from Operating Expenses if the equipment were purchased; # replacement or contingency reserves; # all capital improvements or expenditures, except for Permitted Capital Expenditures; # charges for the capital replacement and capital repairs of building foundation, structure, exterior walls and roof; # any costs incurred with respect to the retail portions of the Building; and # items for which Landlord is actually reimbursed by tenants (other than through general operating expense provisions) or other third parties.

Notwithstanding the foregoing, Operating Expenses shall not include costs of alterations to the premises of other tenants of the Property, depreciation charges, interest and principal payments on mortgages, ground rental payments and real estate brokerage and leasing commissions; costs incurred for Landlord's general overhead and any other expenses not directly attributable to the operation and management of the Building or the Property; costs of selling or financing any of Landlord's interest in the Property; costs incurred by Landlord for the repair of damage to the Property to the extent that Landlord is reimbursed by insurance proceeds; the costs of services and utilities separately chargeable to individual tenants of the Building; wages, bonuses, and other compensation of employees above the grade of property manager; the cost of installing, operating and maintaining any specialty service, such as cafeteria, gym, child or day care facilities; the cost of any work or services performed for any facility other than the Building; and capital expenditures other than those which # actually reduce Operating Expenses (but only to the extent of Landlord' s reasonable projection of such reduction), or # are required under any governmental laws, regulations, or ordinances enacted after the date of this Lease.

Expenses will not include: # depreciation on the Building, # financing and refinancing costs (except as provided above), interest on debt or amortization payments on any mortgage, or rental under any ground or underlying lease, # leasing commissions, advertising expenses, tenant improvements or other costs directly related to the leasing of the Property, # income, excess profits or corporate capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or any part of any taxes ineluctable in Operating Expenses above; # costs of the initial construction of the Building and repairing, replacing or otherwise correcting defects (but not the costs of repair for normal wear and tear not occasioned by construction defects) in the construction of the Building or in the Building equipment; # costs of alterations for the sole benefit of other tenants of the Building; # any expenditures for services which are provided to one or more tenants but are not available generally to all office tenants; # any expenditures for which Landlord has been reimbursed (other than pursuant to Article 6 or provisions in other leases requiring the tenants thereunder to pay a share of expenses associated with the Building), except as hereinafter provided; # payments to affiliates of Landlord (excluding property management fees), but only to the extent that they exceed market rates; (10) to the extent any costs includible in Operating Expenses are incurred with respect to both the Building and other properties, there shall be excluded from Operating Expenses a fair and reasonable percentage thereof which is properly allocable to such other properties; # the cost of any judgment, settlement, or arbitration award resulting from any liability of Landlord which is the result of negligence, willful misconduct or fraud (other than a liability for amounts otherwise includible in Operating Expenses hereunder) and all expenses incurred in connection therewith; # costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act or similar law; # costs incurred by Landlord which result from Landlord's breach of a lease; # expenditures for repairing and/or replacing any defect in any work performed by Landlord (but not the costs of repair for normal wear and tear not occasioned by such defect); and # additional costs incurred to correct violations existing on the Commencement Date of any law, rule, order or regulation affecting the Building beyond those costs incurred in order to maintain the Building in a state of compliance with any such law, rule, order or regulation and any sums paid by Landlord for any fines or penalties as a result of violation of any law, rule, order or regulation. If Landlord elects to prepay real estate taxes during any discount period, Landlord shall be entitled to the benefit of any such prepayment. Landlord shall have the right to directly perform (by itself or through an affiliate) any services provided under this Lease provided that the Landlord's charges included in Operating Expenses for any such services shall not exceed competitive market rates for comparable services.

Operating Expenses shall not include # Property Taxes, # depreciation on the Building, # costs of tenants' improvements and/or allowances for tenant improvements, # real estate brokers' commissions, # interest and or debt service, # Direct Electrical Costs or any other amounts for which Tenant is billed pursuant to [section 3.1(d)] above, # costs of repairs and capital expenditures to the extent reimbursed by payment of insurance proceeds received by Landlord, by warranties or by other third parties, # rent and any other amounts due under any ground lease, # principal, interest and other costs and fees in connection with loans to Landlord or secured by a mortgage or deed of trust covering the Premises, Building or Business Center, (10) salaries of employees and executive officers of Landlord above the level of Business Center manager, # any fines, interest, penalties or costs of compliance incurred by Landlord (and attorneys’ fees relating thereto) as a result of Landlord’s violation of any applicable laws or due to the breach of this Lease or any other lease in the Business Center, # the cost to remediate, remove or otherwise comply with applicable laws relating to hazardous substances, to the extent the same were present upon, in or about the Premises, Building or Business Center prior to Tenant’s occupancy thereof, that migrated thereon by no fault of Tenant, or were brought thereon after the Commencement Date by Landlord or its agents, employees or invitees, # increases in insurance premiums to the extent directly caused by the gross negligence or willful misconduct of Landlord or its agents, employees or invitees, # Landlord’s general overhead expenses not related to the Premises, Building or Business Center, # overhead profit increments paid to Landlord’s subsidiaries or affiliates for management or other services on or to the Premises, Building or Business Center or for supplies or other materials to the extent that the cost of the services, supplies or materials materially exceeds the cost that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a competitive basis, # advertising, marketing and promotional expenditures, and # charitable or political contributions or fees paid to trade associations.

Notwithstanding the foregoing, Operating Expenses shall not, however, include: # costs of overhead or profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services in or in connection with the Project to the extent the same exceeds the costs of overhead and profit increment included in the costs of such services which could be obtained from third parties on a competitive basis; # depreciation charges, interest and principal payments on mortgages or other debt, ground rental payments and real estate brokerage and leasing commissions; # Utilities Costs; # Tax Expenses; # costs incurred for Landlord’s general overhead and any other expenses not directly attributable to the operation and management of the Building or the Project; # costs of selling or financing any of Landlord’s interest in the Project; # costs incurred by Landlord for the repair of damage to the Property to the extent that Landlord is reimbursed by insurance proceeds or otherwise (or which would have been reimbursed but for Landlord’s failure to carry the insurance policies required hereunder); # marketing costs, including leasing commissions, attorneys’ fees (in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments), and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; # rentals for items which if purchased, rather than rented, would constitute a capital cost; # costs incurred by Landlord to the extent that Landlord is reimbursed by insurance proceeds or is otherwise

Notwithstanding the foregoing, Operating Expenses do not include # debt service under mortgages or ground rent under ground leases; # costs of restoration to the extent of net insurance proceeds received by Landlord with respect thereto; # leasing commissions or the costs of renovating space for tenants; # any costs or legal fees incurred in connection with a dispute with any particular tenant; # costs allocated to, and paid by, a specific Project tenant or third party; # depreciation, # reserves, # costs to remedy initial Project construction defects; # costs to address Hazardous Substances with regard to contamination on or about the Project prior to the date of this Lease; (10) fine art acquisition or restoration, # costs of developing undeveloped portions of the Project; # any costs that are materially in excess of competitive rates and charges for similar services or materials in the geographic location of the Project; # late fees, fines or charges related to any delinquent payments or violations of Legal Requirements by Landlord or Landlord’s agents; # costs covered by project oversight fees charged to and paid by specific tenants; and # repairs, replacements, modifications, additions or alterations to the Project performed by Landlord that are required to be capitalized for federal income tax purposes other than the amortized cost therefor pursuant to the terms of Paragraph 6(b) above. In addition, should Tenant agree to perform, at Tenant’s direct cost, repair and maintenance obligations on its Premises that are allocated to Landlord in other Project Leases, then Landlord shall exclude such costs from Operating Expenses to account for same.

Notwithstanding the foregoing, excluded from Operating Expenses shall be the following: (aa) depreciation (except as provided above); (bb) interest on and amortization of debts (except as provided above); (cc) leasehold improvements including redecorating made for tenants of the Property; (dd) brokerage commissions, legal fees, advertising expenses and other expenses incurred to procure new tenants of the Property or to retain existing tenants; (ee) refinancing costs (including legal, accounting and other professional costs in connection thereof); (ff) Real Estate Taxes; (gg) the cost of any item included in Operating Expenses under clauses # - # to the extent that such cost # is reimbursed by an insurance company or a condemnor or a tenant (except as a reimbursement of Operating Expenses) or any other party or # was reimbursable by an insurance company, condemnor, tenant (except as a reimbursement of Operating Expenses), or other party but not reimbursed by reason of Landlord’s default or is otherwise covered pursuant to Landlord’s Work contractor’s warranty for labor and services or any other warranty obtained by Landlord; (hh) salaries of employees above the grade of building manager or building superintendent; # legal, accounting and professional fees incurred by Landlord in negotiating or enforcing any lease of any other tenant in the Property; (jj) the cost of repairs made to the Property if the need for such repair is due to the gross negligence or willful misconduct of Landlord; (kk) the cost of performance of Landlord’s Work; (ll) legal fees incurred in connection with summary proceedings to dispossess any other tenant; (mm) any expenses associated with any special requirements of a particular tenant in connection with the common areas or the maintenance thereof; (nn) auditing fees; (oo) any fines or penalties incurred as a result of a violation by Landlord of any Laws; (pp) costs incurred in the removal, containment, disposal, or repair or cleaning of any area affected by any Hazardous Materials (other than any costs expressly allocated to Tenant as set forth in [Article 26] below); (qq) costs incurred in connection with a transfer or disposition of all or any part of the Property; (rr) any costs to correct any latent defects in the Landlord’s Work for which Landlord is responsible pursuant to [Section 13] of the Work Letter; and (ss) legal fees arising out of the construction, operation, use, occupation (including lease and sublease) or maintenance of the Property, and costs associated with the enforcement of the provisions of any agreements, affecting the Property, and claims, disputes, and issues concerning interpretation of documents relating to such agreements, in each case including the costs of settlement, collection and court and arbitration proceedings.

Operating Expense Exclusions. Operating Expenses shall not include: # depreciation on the Project; # costs of tenant improvements incurred in renovating leased space for the exclusive use of a particular tenant of the Project; # brokers' commissions; # Project mortgage principal or interest, rental under any ground or underlying lease, or points and fees on any mortgage or other debt instrument encumbering the Building or Project; # capital items other than those referred to in [Section 6.1]; # costs of repairs or other work to the extent Landlord is reimbursed by warranties, insurance or condemnation proceeds; # 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; # fines, interest and penalties incurred due to the late payment of Operating Expenses; # organizational expenses associated with the creation and operation of the entity which constitutes Landlord; # any 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 violation of laws in effect as of the Date of Lease; # any fines, interest, penalties, attorneys’ fees or damages incurred due to Landlord’s violation of laws promulgated after the Date of Lease, except to the extent resulting from the failure of Tenant to pay Rent in a timely manner; # Real Estate Taxes as provided for in Article VII; # 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; # 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 leases with specific tenants or prospective tenants of the Project; # 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; # Landlord’s advertising, promotional and marketing expenses; # 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; # any cost representing an amount paid as interest or for services or materials to a person, firm or entity related to Landlord, to the extent 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; # costs of clean-up, removal, remediation and repair in conformance with the requirements of applicable law of any damage or contamination caused by the presence of Hazardous Materials, to the extent 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 connection with the ordinary operation and maintenance of the Project, including, without limitation, costs of cleaning up any minor chemical spills directly related to such ordinary maintenance and operation; # costs to correct design or construction defects in the Project (as opposed to the cost of normal repair, maintenance and replacement); # costs arising from Landlord’s charitable or political contributions; # costs of damage and repairs necessitated by the gross negligence or willful misconduct of Landlord, Landlord’s employees, contractors or agents; # 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; # any costs associated with Landlord’s reservation for exclusive use of portions of the Amenity 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; # 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 # any charge which would duplicate or otherwise result in double reimbursement to Landlord for a single expenditure made by Landlord.