Common use of Exclusions to Operating Expenses Clause in Contracts

Exclusions to Operating Expenses. In addition to any exclusions to Operating Expenses set forth in Section 4.2.4 above, the following shall also not be included in Operating Expenses: (i) costs, including marketing costs, legal fees, space planners' fees, advertising and promotional expenses, and brokerage fees incurred in connection with the leasing of the Building, and costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for tenants occupying space in the Building; (ii) rental concessions granted to specific tenants and expenses incurred in renovating or otherwise improving or decorating, painting, or redecorating space for specific tenants, other than ordinary repairs and maintenance provided to all tenants; (iii) depreciation and other "non-cash" items; (iv) costs, fines, interest and penalties incurred due to the late payment of Taxes; (v) interest and principal payments on mortgages and other debt costs, if any; (vi) costs for which Landlord is actually reimbursed (x) by any tenant or occupant of the Building, or (y) by insurance by its carrier or any tenant's carrier or by anyone else; (vii) any bad debt loss, rent loss, or other reserves of any kind or nature; (viii) management fees in excess of three percent (3%) of the annual gross revenues of the leases in the Building, (ix) costs associated with the operation of the business of the partnership or entity which constitutes Landlord include costs of partnership, accounting and legal matters (excluding accounting and legal matters related to the Building), costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, and Landlord's general corporate overhead and general and administrative expenses; (x) [intentionally deleted] (xi) the cost of any services in the Building provided by Landlord or any Landlord Affiliate (as defined below) to the extent the same exceeds the costs of such services rendered by qualified, unaffiliated third parties on a competitive basis in the San Francisco area (as used herein, a "Landlord Affiliate" shall mean an entity that (i) controls, is controlled by or is under common control with, Landlord, or (ii) acquires all or substantially all of the business and assets of Landlord or a division thereof or results from a merger with Landlord or such a division; and a party shall be deemed to "control" another party for purposes of the aforesaid definition only if the first party owns more than fifty percent (50%) of the stock or other beneficial interests of the second party); (xii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xiii) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings or other objects of art; (xiv) any costs expressly excluded from Operating Expenses elsewhere in this Lease; (xv) rent for any office space occupied by Building management personnel to the extent (x) the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable Building, (y) the size of such office exceeds 1,500 useable square feet, or (z) the base rent for such office exceeds the then base rental rate for the Premises; (xvi) costs arising from the uninsured gross negligence or willful misconduct of Landlord or Landlord's Agents; (xvii) costs arising from the presence of Hazardous Materials in or about the Building that were present at the Building prior to the Lease Commencement Date or costs arising from the use, disposal or release of Hazardous Materials by other tenants in the Building; (xviii) costs arising from Landlord's charitable or political contributions; (xix) any gifts provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents; (xx) the cost of any magazine, newspaper, trade or other subscriptions; (xxi) costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is (x) reimbursed in insurance proceeds or would have been reimbursed had Landlord obtained the insurance policies that Landlord is required to carry pursuant to this Lease, or (y) reimbursed by warranties that Landlord has obtained in connection with the construction of the Building; (xxii) costs incurred in connection with the sale, financing or refinancing of the Building; (xxiii) any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases; (xxiv) Landlord's costs of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rental or additional base rental payable under the lease with such tenant; (xxv) all items (including repairs) and services for which Tenant or other tenants pay directly to third parties or for which Tenant or other tenants reimburse Landlord (other than through Operating Expenses); (xxvi) advertising and promotional expenditures; (xxvii) attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants or other occupants of the Building or with prospective tenants (other than attorneys' fees, costs and disbursements and other expenses incurred by Landlord in seeking to enforce Building rules and regulations); (xxviii) reserves, including reserves for capital items, bad debts, or rental losses; and (xxix) any other expense or charge which, in accordance with general industry practice with respect to the operation of a first-class office building, would not be construed as an operating expense.

Exclusions to Operating Expenses. In addition Notwithstanding anything to any exclusions to the contrary contained in this Lease, in no event shall Taxes and Operating Expenses set forth in Section 4.2.4 aboveinclude, and under no circumstances shall Lessee otherwise be required to pay directly or indirectly or indemnify Lessor or any other person for any of the following (the “Exclusions”): (1) any costs relating to the replacement of the roof or relating to structural repairs or replacements to maintain the structural integrity of the Building (including, without limitation, the following shall also not be included in Operating Expenses: (i) costsstructural repairs to the structural elements of the exterior, including marketing costswalls, legal feescolumns, space planners' feesroof, advertising footings and promotional expenses, and brokerage fees incurred in connection with the leasing floor slab of the Building), and (2) costs, including permit, license and inspection costs, incurred with respect to the installation construction of tenant leasehold improvements made for tenants occupying space in the Building; (ii) rental concessions granted to specific tenants and expenses or incurred in renovating or otherwise improving or improving, decorating, painting, painting or redecorating vacant leasable space for specific within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys’ fees, accounting fees or other than ordinary repairs professionals’ fees in connection with the negotiation and maintenance provided to all tenants; (iii) depreciation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other "non-cash" items; (iv) costscosts in connection with lease, fines, interest and penalties incurred due to the late payment of Taxes; (v) interest and principal payments on mortgages and sublease and/or assignment negotiations with present or prospective tenants or other debt costs, if any; (vi) costs for which Landlord is actually reimbursed (x) by any tenant or occupant occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or (y) for repair of damage to the Building to the extent reimbursed by insurance by its carrier proceeds (provided that insurance deductibles and uninsured casualty damage shall be included in Operating Expenses but only to the extent that, with respect to any specific casualty, Lessee’s Percentage Share of any insurance deductible does not exceed $25,000), (5) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization or depreciation charges on any mortgage or mortgages or any tenant's carrier other debt instrument encumbering the Building or the Project, (6) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Project (as opposed to full time work with respect to the Project), a prorated amount of such employee’s wages, salaries and compensation based upon the portion of time spent by anyone else; such employee with respect to the projects other than the Project, (vii7) any bad debt loss, rent losscosts resulting from the breach of this Lease by Lessor, or from the negligence or willful misconduct of Lessor or Lessor’s agents, employees or contractors, (8) costs incurred due to violation by Lessor or any other reserves tenant in the Building of the terms and conditions of any kind or nature; (viii) management fees in excess of three percent (3%) of the annual gross revenues of the leases in lease for space within the Building, (ix) costs associated with the operation of the business of the partnership or entity which constitutes Landlord include costs of partnership, accounting and legal matters (excluding accounting and legal matters related to the Building), costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, and Landlord's general corporate overhead and general and administrative expenses; (x) [intentionally deleted] (xi9) the cost of any services in service provided to Lessee or other occupants of the Building provided or other cost includable in Operating Expenses pursuant hereto for which Lessor is actually reimbursed by Landlord insurance, third parties or any Landlord Affiliate otherwise (other than reimbursement by lessees as defined a part of their respective payments of Operating Expenses), (10) charitable or political contributions, (11) interest, penalties or other costs arising out of Lessor’s failure to make timely payment of its obligations, (12) costs to remediate Hazardous Materials (defused in Article 8 below) located upon, within or beneath the Project prior to the extent Commencement Date or which were brought onto the same exceeds the costs of such services rendered Project thereafter by qualifiedLessor, unaffiliated third parties on a competitive basis in the San Francisco area (as used hereinits agents, a "Landlord Affiliate" shall mean an entity that (i) controls, is controlled by or is under common control with, Landlordemployees, or contractors, (ii13) acquires all or substantially all of the business and assets of Landlord or a division thereof or results from a merger with Landlord or such a division; and a party shall be deemed to "control" another party for purposes of the aforesaid definition only if the first party owns more than fifty percent costs (50%) of the stock or other beneficial interests of the second party); (xii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xiii) costs, other than those incurred in ordinary maintenance and repair, maintenance) for sculpture, paintings or and other objects of art, (14) advertising or promotional expenses and costs of signs in or on the Project identifying the owner of the Project or the other lessees’ signs; (xiv) any costs expressly excluded from Operating Expenses elsewhere in this Lease; (xv) rent for any office space occupied by Building management personnel to the extent (x) the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable Building, (y) the size of such office exceeds 1,500 useable square feet, or (z) the base rent for such office exceeds the then base rental rate for the Premises; (xvi15) costs arising from the uninsured gross negligence or willful misconduct of Landlord or Landlord's Agents; (xvii) costs arising from the presence of Hazardous Materials in or about the Building that were present at the Building prior services for which Lessee is obligated to the Lease Commencement Date or costs arising from the use, disposal or release of Hazardous Materials by other tenants in the Building; (xviii) costs arising from Landlord's charitable or political contributions; (xix) any gifts provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents; (xx) the cost of any magazine, newspaper, trade or other subscriptions; (xxi) costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is (x) reimbursed in insurance proceeds or would have been reimbursed had Landlord obtained the insurance policies that Landlord is required to carry separately reimburse Lessor pursuant to this Lease, (16) expense reserves and bad debt loss or (y) reimbursed by warranties that Landlord has obtained in connection with the construction of the Buildingreserves therefor; (xxii17) costs incurred in connection with the sale, financing original construction or refinancing subsequent reconfiguration of the BuildingBuilding or the Project; (xxiii18) any penalties costs of curing violations of applicable building codes or damages that Landlord pays to Tenant under this Lease other laws or to regulations (including without limitation ADA as defined below) or other tenants legal requirements where such violations exist as of the Commencement Date or of correcting defects in the Building under their respective leases; (xxiv) Landlord's costs original design or original construction of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rental or additional base rental payable under the lease with such tenant; (xxv) all items Project (including repairs) and services for which Tenant or other tenants pay directly to third parties or for which Tenant or other tenants reimburse Landlord (other than through Operating Expenseslatent defects); (xxvi19) advertising and promotional expenditures; (xxvii) attorneys' feeslegal, costs and disbursements and accounting or other expenses professional fees incurred in connection with negotiations the audit of any Lessor financial materials; (20) overhead and profit paid to subsidiaries or disputes with tenants affiliates of the Lessor for management or other occupants services for supplies or other materials to the extent the amounts incurred are in excess of those which would have been incurred if such supplies or services were obtained from unrelated third parties (but this provisions does not prevent the Building payment of a management fee to Lessor as provided above), (21) depreciation costs except as explicitly provided elsewhere in this Article 7, or with prospective tenants (other than attorneys' fees, 22) costs and disbursements and other expenses incurred by Landlord in seeking to enforce Building rules and regulations); (xxviii) reserves, including reserves for the replacement or repair of capital items, bad debts, or rental losses; and where such cost exceeds $200,000 (xxix) any other expense or charge which, in accordance with general industry practice as determined with respect to each such capital item and not on an aggregate basis for all such capital items), except to the operation extent amortized over the useful life of a first-class office building, would not be construed as an operating expensethe capital item in question (along with interest on the unamortized amount).

Exclusions to Operating Expenses. In addition Notwithstanding anything to any exclusions to the contrary contained in this Lease, in no event shall Taxes and Operating Expenses set forth in Section 4.2.4 aboveinclude, and under no circumstances shall Lessee otherwise be required to pay directly or indirectly or indemnify Lessor or any other person for any of the following (the “Exclusions”): (1) any costs relating to the replacement of the roof or relating to structural repairs or replacements to maintain the structural integrity of the Building (including, without limitation, the following shall also not be included in Operating Expenses: (i) costsstructural repairs to the structural elements of the exterior, including marketing costswalls, legal feescolumns, space planners' feesroof, advertising footings and promotional expenses, and brokerage fees incurred in connection with the leasing floor slab of the Building), and (2) costs, including permit, license and inspection costs, incurred with respect , to the installation construction of tenant leasehold improvements made for tenants occupying space in the Building; (ii) rental concessions granted to specific tenants and expenses or incurred in renovating or otherwise improving or improving, decorating, painting, painting or redecorating vacant leasable space for specific within the Building, (3) costs in order to market space to potential tenants, leasing commissions, and attorneys’ fees, accounting fees or other than ordinary repairs professionals’ fees in connection with the negotiation and maintenance provided to all tenants; (iii) depreciation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments or other "non-cash" items; (iv) costscosts in connection with lease, fines, interest and penalties incurred due to the late payment of Taxes; (v) interest and principal payments on mortgages and sublease and/or assignment negotiations with present or prospective tenants or other debt costs, if any; (vi) costs for which Landlord is actually reimbursed (x) by any tenant or occupant occupants of the Building, (4) costs incurred for restoration following condemnation to the extent reimbursed by condemnation award or (y) for repair of damage to the Building to the extent reimbursed by insurance by its carrier or any tenant's carrier or by anyone else; proceeds (vii) any bad debt lossprovided that insurance deductibles and uninsured casualty damage shall be included in Operating Expenses, rent loss, or other reserves of any kind or nature; (viii) management fees except that earthquake insurance deductibles in excess of three percent Two Dollars (3%$2.00) per square foot of Rentable Area leased by Lessee under this Lease shall be excluded), (5) ground lease rental on any underlying ground lease or interest, principal, points and/or fees on debts or amortization or depreciation charges on any mortgage or mortgages or any other debt instrument encumbering the Building or the Project, (6) to the extent any employee of Lessor spends only a portion of his or her time working with respect to the Project (as opposed to full time work with respect to the Project), a prorated amount of such employee’s wages, salaries and compensation based upon the portion of time spent by such employee with respect to the projects other than the Project, (7) costs resulting from the breach of this Lease by Lessor, or from the negligence or willful misconduct of Lessor or Lessor’s agents, employees or contractors, (8) costs incurred due to violation by Lessor or any other tenant in the Building of the annual gross revenues terms and conditions of the leases in any lease for space within the Building, (ix) costs associated with the operation of the business of the partnership or entity which constitutes Landlord include costs of partnership, accounting and legal matters (excluding accounting and legal matters related to the Building), costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, and Landlord's general corporate overhead and general and administrative expenses; (x) [intentionally deleted] (xi9) the cost of any services in service provided to Lessee or other occupants of the Building provided or other cost includable in Operating Expenses pursuant hereto for which Lessor is actually reimbursed by Landlord insurance, third parties or any Landlord Affiliate otherwise (other than reimbursement by lessees as a part of their respective payments of Operating Expenses), (10) charitable or political contributions, (11) interest, penalties or other costs arising out of Lessor’s failure to make timely payment of its obligations, (12) costs to remediate Hazardous Materials (defined in Article 8 below) located upon, within or beneath the Project prior to the extent Commencement Date or which were brought onto the same exceeds the Project thereafter by Lessor, its agents, employees or contractors, (13) costs of such services rendered by qualified, unaffiliated third parties on a competitive basis in the San Francisco area (as used herein, a "Landlord Affiliate" shall mean an entity that (i) controls, is controlled by or is under common control with, Landlord, or (ii) acquires all or substantially all of the business and assets of Landlord or a division thereof or results from a merger with Landlord or such a division; and a party shall be deemed to "control" another party for purposes of the aforesaid definition only if the first party owns more than fifty percent (50%) of the stock or other beneficial interests of the second party); (xii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xiii) costs, other than those incurred in ordinary maintenance and repair, maintenance) for sculpture, paintings or and other objects of art, (14) advertising or promotional expenses and costs of signs in or on the Project identifying the owner of the Project or the other lessees’ signs; (xiv) any costs expressly excluded from Operating Expenses elsewhere in this Lease; (xv) rent for any office space occupied by Building management personnel to the extent (x) the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable Building, (y) the size of such office exceeds 1,500 useable square feet, or (z) the base rent for such office exceeds the then base rental rate for the Premises; (xvi15) costs arising from the uninsured gross negligence or willful misconduct of Landlord or Landlord's Agents; (xvii) costs arising from the presence of Hazardous Materials in or about the Building that were present at the Building prior services for which Lessee is obligated to the Lease Commencement Date or costs arising from the use, disposal or release of Hazardous Materials by other tenants in the Building; (xviii) costs arising from Landlord's charitable or political contributions; (xix) any gifts provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents; (xx) the cost of any magazine, newspaper, trade or other subscriptions; (xxi) costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is (x) reimbursed in insurance proceeds or would have been reimbursed had Landlord obtained the insurance policies that Landlord is required to carry separately reimburse Lessor pursuant to this Lease, (16) bad debt loss or (y) reimbursed by warranties that Landlord has obtained in connection with the construction of the Buildingreserves therefor; (xxii17) costs incurred in connection with the sale, financing original construction or refinancing subsequent reconfiguration of the BuildingBuilding or the Project; (xxiii18) any penalties costs of curing violations of applicable building codes or damages that Landlord pays to Tenant under this Lease other laws or to regulations (including without limitation ADA as defined below) or other tenants legal requirements where such violations exist as of the Commencement Date or of correcting defects in the Building under their respective leases; (xxiv) Landlord's costs original design or original construction of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rental or additional base rental payable under the lease with such tenant; (xxv) all items Project (including repairs) and services for which Tenant or other tenants pay directly to third parties or for which Tenant or other tenants reimburse Landlord (other than through Operating Expenseslatent defects); (xxvi19) advertising and promotional expenditures; (xxvii) attorneys' feeslegal, costs and disbursements and accounting or other expenses professional fees incurred in connection with negotiations the audit of any Lessor financial materials; (20) overhead and profit paid to subsidiaries or disputes with tenants affiliates of the Lessor for management or other occupants services for supplies or other materials to the extent the amounts incurred are in excess of those which would have been incurred if such supplies or services were obtained from unrelated third parties (but this provisions does not prevent the payment of a management fee to Lessor as provided above); or (21) any capital improvement costs or expenditures incurred by Lessor (i) in order to expand the Building’s Rentable Area by adding one or more additional floors or expanding the Building or with prospective tenants (other than attorneys' fees, costs and disbursements and other expenses incurred by Landlord in seeking to enforce Building rules and regulations); (xxviii) reserves, including reserves for capital items, bad debtsenvelope, or rental losses; (ii) for artwork, such as paintings and (xxix) any other expense or charge which, in accordance with general industry practice with respect to the operation of a first-class office building, would not be construed as an operating expensesculptures.

Exclusions to Operating Expenses. In addition to any exclusions to Tenant's Proportionate Share of Operating Expenses shall not include: (i) the original cost of construction of the common areas including any repair and/or replacement thereof due to defect in the original construction, the cost of construction of new buildings in the Shopping Center or the cost of acquisition of additional land or additional buildings for the Shopping Center; (ii) amounts paid by Landlord as a result of personal injury or property damage to the extent not covered by insurance proceeds; (iii) except as specifically set forth in Section 4.2.4 above5.A, general administrative overhead of Landlord that is not directly related to management of the following shall also Shopping Center; (iv) compensation for services rendered in connection with any other property of Landlord; (v) costs of capital improvements, except Landlord may include the cost of capital improvements amortized on a straight-line basis over the useful life of such item; (vi) costs related to procuring tenants and negotiating leases or legal expenses incurred in connection with disputes with tenants; (vii) licensing fees and taxes; audit, professional and consulting fees and expenses for Landlord; (viii) any fees or costs for offering attendant or valet parking; (ix) any late fees and/or interest charged for Landlord's failure to timely pay any Operating Expenses when due; (x) costs for maintaining any vacant space within the Shopping Center with respect to costs customarily incurred as maintenance obligations of a tenant occupant for which such tenant occupant is solely and directly responsible and that are not be included customarily charged by Landlord as an Operating Expense of the Shopping Center; (xi) [intentionally omitted]; (xii) any interest or principal payments or other charges on any financing for the Shopping Center; (xiii) the cost of any repair to remedy damage caused by or resulting from the negligence of any other tenants in Operating Expenses: (i) coststhe Shopping Center, including marketing coststheir agents, servants or employees but only if and to the extent Landlord shall recover the cost thereof from said parties; (xiv) legal and other fees, space planners' feescommissions, advertising expenses and promotional expenses, and brokerage fees other costs incurred in connection with the leasing of the Building, and costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for tenants occupying space in the BuildingShopping Center; (ii) rental concessions granted to specific tenants and expenses incurred in renovating or otherwise improving or decorating, painting, or redecorating space for specific tenants, other than ordinary repairs and maintenance provided to all tenants; (iii) depreciation and other "non-cash" items; (iv) costs, fines, interest and penalties incurred due to the late payment of Taxes; (v) interest and principal payments on mortgages and other debt costs, if any; (vi) costs for which Landlord is actually reimbursed (x) by any tenant or occupant of the Building, or (y) by insurance by its carrier or any tenant's carrier or by anyone else; (viixv) any bad debt loss, rent loss or reserves for bad debts or rent loss, or other reserves of any kind or nature; (viiixvi) management fees in excess costs of three percent (3%) Landlord related to formation of the annual gross revenues ownership entity, internal matters including, but not limited to, preparation of the leases in the Building, (ix) costs associated with the operation tax returns and financial statements and gathering of the business of the partnership or entity which constitutes Landlord include costs of partnership, accounting and legal matters (excluding accounting and legal matters related to the Building)data, costs of defending any lawsuits with any mortgageelawsuits, costs of selling, syndicatingsyndication, financing, mortgaging or hypothecating any of Landlord's interest in the Building, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, and Landlord's general corporate overhead and general and administrative expenses; (x) [intentionally deleted] (xi) the cost of any services in the Building provided by Landlord or any Landlord Affiliate (as defined below) to the extent the same exceeds the costs of such services rendered by qualified, unaffiliated third parties on a competitive basis in the San Francisco area (as used herein, a "Landlord Affiliate" shall mean an entity that (i) controls, is controlled by or is under common control with, Landlord, or (ii) acquires all or substantially all of the business and assets of Landlord or a division thereof or results from a merger with Landlord or such a division; and a party shall be deemed to "control" another party for purposes of the aforesaid definition only if the first party owns more than fifty percent (50%) of the stock or other beneficial interests of the second party); (xii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xiii) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings or other objects of art; (xiv) any costs expressly excluded from Operating Expenses elsewhere in this Lease; (xv) rent for any office space occupied by Building management personnel to the extent (x) the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable Building, (y) the size of such office exceeds 1,500 useable square feet, or (z) the base rent for such office exceeds the then base rental rate for the Premises; (xvi) costs arising from the uninsured gross negligence or willful misconduct of Landlord or Landlord's AgentsShopping Center; (xvii) costs arising from the presence of Hazardous Materials in or about the Building that were present at the Building prior to the Lease Commencement Date or costs arising from the use, disposal or release of Hazardous Materials by other tenants in the Buildinglegal and accounting fees; and/or (xviii) costs arising from Landlord's charitable or political contributions; any management fee/administrative fee in excess of the fifteen percent (xix15%) any gifts provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants administrative fee and agents; four percent (xx4%) the cost of any magazine, newspaper, trade or other subscriptions; (xxi) costs incurred by Landlord for the repair of damage management fee set forth hereinabove. Notwithstanding anything in this Lease to the Buildingcontrary, to the extent in no event shall Operating Expenses include any amount that Landlord is (x) reimbursed duplicative in insurance proceeds or would have been reimbursed had Landlord obtained the insurance policies that Landlord is required to carry pursuant to this Lease, or (y) reimbursed by warranties that Landlord has obtained in connection with the construction nature of the Building; (xxii) costs incurred in connection with the sale, financing or refinancing of the Building; (xxiii) any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases; (xxiv) Landlord's costs of electricity and other services sold or provided to tenants in the Building and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rental or additional base rental payable under the lease with such tenant; (xxv) all items (including repairs) and services for which Tenant or other tenants pay directly to third parties or for which Tenant or other tenants reimburse Landlord (other than through Operating Expenses); (xxvi) advertising and promotional expenditures; (xxvii) attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants or other occupants of the Building or with prospective tenants (other than attorneys' fees, costs and disbursements and other expenses incurred by Landlord in seeking to enforce Building rules and regulations); (xxviii) reserves, including reserves for capital items, bad debts, or rental losses; and (xxix) any other expense to be paid by Tenant hereunder, whether as a part of Operating Expenses, as additional rent or charge which, in accordance with general industry practice with respect to the operation of a first-class office building, would not be construed as an operating expenseotherwise.