Common use of Operating Costs - Exclusions Clause in Contracts

Operating Costs - Exclusions. The term Operating Costs excludes: (1) Repairs and alterations which Landlord is required to make at its sole cost and expense pursuant to Article 8 hereof and capital expenditures not specifically included in Clause (5) of Section 4.1(a); (2) the cost of repairs or replacements incurred by reason of condemnation or fire or any other risk; (3) expenditures for refinancing and for mortgage debt service; (4) Taxes; (5) depreciation or amortization (other than as includable in Operating Costs pursuant to Clause (5) of Section 4.1(a); (6) costs and expenses otherwise includable in Operating Costs, to the extent that Landlord is reimbursed from other sources for such costs and expenses; (7) interest on, and amortization of, debts (other than as includable in Operating Costs pursuant to Clause (5) of Section 4.1(a)), late charges, penalty interest or other similar charges in connection with debts or the late payment of any Taxes unless delayed by Tenant’s payment to Landlord for the same; (8) brokerage commissions, origination fees, points, mortgage recording taxes, title charges and other costs or fees incurred in connection with any mortgage financing or refinancing; (9) brokerage commissions, attorneys’ fees and disbursements, any transfer gains taxes, transfer taxes and recording charges and any other cost or expense incurred in connection with the closing of a conveyance of all or any portion of the Property or the Building; (10) salaries or other benefits of any nature whatsoever of executives or employees of Landlord or Landlord’s affiliates above the grade of building or property manager; (11) payments made by Landlord to a company or other entity affiliated with Landlord for goods and services to the extent that such payments exceed the range of amounts that would have been paid to independent third parties for goods and services of like kind in connection with the operation, repair, cleaning, maintenance, management and security of the Property; (12) fines or penalties payable by Landlord resulting from non-compliance with laws to the extent Landlord is responsible for such compliance pursuant to Section 6.2(a) hereof; (13) attorneys’ fees and disbursements and other costs in connection with any judgment, settlement or arbitration resulting from any tort liability on the part of Landlord and the amount of such settlement or judgment; (14) the cost of installing, maintaining and operating any specialty facility to the extent such facility is for use by the general public, such as an observatory, broadcasting facility, luncheon club, athletic club or recreational club; (15) the costs of constructing any addition which adds leasable area to the Building after the Commencement Date; (16) arbitration and litigation expenses to the extent such expenses are unrelated to the operation, repair, cleaning, maintenance, management or security of the Property; (17) ground rent or other charges payable under superior leases; (18) costs incurred in connection with the removal, enclosure or encapsulation of any asbestos or other Hazardous Materials unless introduced by Tenant, or Tenant’s employees or Tenant’s agents in the Building or on the Property; (19) costs incurred pursuant to any obligation of Landlord to indemnify Tenant under this Lease. It is the intention of the parties that Tenant shall not be required to make duplicate payments of an Operating Cost item if payment for such item was made pursuant to any other provision of this Lease.

Operating Costs - Exclusions. The term Excluded from Operating Costs excludes: shall be the following: (1a) Repairs and alterations which Landlord is required depreciation, except to make at its sole cost and expense the extent expressly included pursuant to Article 8 hereof 0 above; (b) interest on and capital expenditures not specifically amortization of debts, except to the extent expressly included in Clause pursuant to Article 0 above; (5c) leasehold improvements, including redecorating made for tenants of Section 4.1(a); the Building; (2d) brokerage commissions and advertising expenses for procuring tenants for the Building or the Property; (e) refinancing costs; (f) the cost of repairs any repair, replacement or replacements incurred addition which would be required to be capitalized under general accepted accounting principles, except to the extent expressly included pursuant to Article 0 above; (g) the cost of any item included in Operating Costs under Article 0 above to the extent that such cost is reimbursed or paid directly by reason an insurance company, condemnor, a tenant of condemnation or fire the Project or any other risk; party; (3h) expenditures for refinancing and for mortgage debt service; (4) Taxes; (5) depreciation or amortization (other than as includable the cost of any item included in Operating Costs pursuant under Article 0 above to Clause the extent that such cost is attributable solely to the use, management, repair, service, insurance, condition, operation or maintenance of other office buildings in the Project; (5i) the cost of Section 4.1(a); (6) costs and expenses otherwise includable any item included in Operating CostsCosts under Article 0 above to the extent that such cost is attributable solely to the use, management, repair, service, insurance, condition, operation or maintenance of the Project Common Areas, to the extent that such cost is paid by tenants of other office buildings in the Project; (j) expenses incurred by Landlord is reimbursed from other sources for such costs and expenses; (7) interest onto resolve disputes, and amortization of, debts (other than as includable in Operating Costs pursuant to Clause (5) of Section 4.1(a)), late charges, penalty interest enforce or other similar charges in connection negotiate lease terms with debts prospective or the late payment of any Taxes unless delayed by Tenant’s payment to Landlord for the same; (8) brokerage commissions, origination fees, points, mortgage recording taxes, title charges and other costs existing tenants or fees incurred in connection with any mortgage financing financing, sale or refinancing; (9) brokerage commissions, attorneys’ fees and disbursements, any transfer gains taxes, transfer taxes and recording charges and any other cost or expense incurred in connection with the closing of a conveyance of all or any portion syndication of the Property Project; (k) costs, penalties or fines incurred by Landlord due to Landlord's violation of any federal, state, or local law or regulation except as set forth in Article 6.3(m), (l) any interest or penalties due to late payment by Landlord of any of the Operating Costs, except to the extent such interest on penalty is caused by Tenant's failure to comply with any of Tenant's obligations under the Lease; (m) expenses for any item or service not provided to Tenant but provided exclusively to certain other tenants in the Building; ; (10n) salaries or other benefits of any nature whatsoever of executives or employees of Landlord or Landlord’s affiliates above the grade of building superintendent or property building manager; ; (11o) payments made by Landlord to a company or other entity affiliated with Landlord for goods Landlord's general corporate overhead and services to the extent that such payments exceed the range of amounts that would have been administrative expenses except as set forth in Articles 6.3(a), (b), (n) and (u); and (p) fees paid to independent third parties for goods and services affiliates of like kind Landlord in connection with the operation, repair, cleaning, maintenance, management and security excess of the Property; (12) fines or penalties payable by Landlord resulting from non-compliance with laws to the extent Landlord is responsible for such compliance pursuant to Section 6.2(a) hereof; (13) attorneys’ fees and disbursements and other costs in connection with any judgment, settlement or arbitration resulting from any tort liability on the part of Landlord and the amount fair market value of such settlement or judgment; (14) the cost of installing, maintaining and operating any specialty facility to the extent such facility is for use by the general public, such as an observatory, broadcasting facility, luncheon club, athletic club or recreational club; (15) the costs of constructing any addition which adds leasable area to the Building after the Commencement Date; (16) arbitration and litigation expenses to the extent such expenses are unrelated to the operation, repair, cleaning, maintenance, management or security of the Property; (17) ground rent or other charges payable under superior leases; (18) costs incurred services provided in connection with the removal, enclosure or encapsulation of any asbestos or other Hazardous Materials unless introduced by Tenant, or Tenant’s employees or Tenant’s agents in the Building or on the Property; (19) costs incurred pursuant to any obligation of Landlord to indemnify Tenant under this Lease. It is the intention of the parties that Tenant shall not be required to make duplicate payments of an Operating Cost item if payment for such item was made pursuant to any other provision of this Leaseexchange therefore.

Operating Costs - Exclusions. The term Excluded from Operating Costs excludes: shall be ---------------------------- the following: (1a) Repairs and alterations which Landlord is required depreciation, except to make at its sole cost and expense the extent expressly included pursuant to Article 8 hereof 6.3(g) above; (b) principal, fees and capital expenditures not specifically interest on and -------------- amortization of debts, except to the extent expressly included in Clause pursuant to Article 6.3(o) and (5p) above; (c) leasehold improvements, including redecorating ---------------------- made for tenants of Section 4.1(a); the Building; (2d) brokerage commissions and advertising expenses for procuring tenants for the Building; (e) refinancing costs; (f) the cost of repairs any repair, replacement or replacements incurred by reason of condemnation or fire or any other risk; (3) expenditures for refinancing and for mortgage debt service; (4) Taxes; (5) depreciation or amortization (other than as includable in Operating Costs pursuant addition which would be required to Clause (5) of Section 4.1(a); (6) costs and expenses otherwise includable in Operating Costsbe capitalized under GAAP, except to the extent that Landlord is reimbursed from other sources for such costs expressly included pursuant to Articles 6.3(o) and expenses; 6.3(p) above; (7g) interest on, and amortization of, debts (other than as includable the cost of any item included in Operating -------------------------- Costs pursuant to Clause (5) of Section 4.1(a)), late charges, penalty interest or other similar charges in connection with debts or the late payment of any Taxes unless delayed by Tenant’s payment to Landlord for the same; (8) brokerage commissions, origination fees, points, mortgage recording taxes, title charges and other costs or fees incurred in connection with any mortgage financing or refinancing; (9) brokerage commissions, attorneys’ fees and disbursements, any transfer gains taxes, transfer taxes and recording charges and any other cost or expense incurred in connection with the closing of a conveyance of all or any portion of the Property or the Building; (10) salaries or other benefits of any nature whatsoever of executives or employees of Landlord or Landlord’s affiliates under Article 6.3 above the grade of building or property manager; (11) payments made by Landlord to a company or other entity affiliated with Landlord for goods and services to the extent that such payments exceed the range of amounts that would have been paid to independent third parties for goods and services of like kind in connection with the operationcost is reimbursable or ----------- payable directly by an insurance company, repaircondemnor, cleaning, maintenance, management and security a tenant of the Property; Project or any other party; (12) fines or penalties payable by Landlord resulting from non-compliance with laws to the extent Landlord is responsible for such compliance pursuant to Section 6.2(a) hereof; (13) attorneys’ fees and disbursements and other costs in connection with any judgment, settlement or arbitration resulting from any tort liability on the part of Landlord and the amount of such settlement or judgment; (14h) the cost of installingany item included in Operating Costs under Article 6.3 above to the extent that such cost is attributable to the use, maintaining and operating ----------- management, repair, service, insurance, condition, operation or maintenance of other office buildings in the Project; (i) the cost of any specialty facility item included in Operating Costs under Article 6.3 above to the extent that such cost is ----------- attributable to the use, management, repair, service, insurance, condition, operation or maintenance of the Project Common Areas, to the extent such facility cost is for use payable by tenants of other office buildings in the Project, (j) costs occasioned by the general publicact, such as an observatoryomission or violation of any law by Landlord, broadcasting facilityor its agents, luncheon clubemployees or contractors; (k) other than the deductible, athletic club costs occasioned by fire or recreational club; other casualties or by the exercise of the power of eminent domain; (15l) costs to correct any patent construction defect or deferred maintenance in the costs of constructing project or to comply with any addition which adds leasable area covenant, condition, restriction, underwriter's requirement or law applicable to the Building after project on the Commencement Date; ; (16m) arbitration and litigation expenses to the extent such expenses are unrelated to the operationcosts of any renovation, repair, cleaning, maintenance, management improvement or security redecorating of any portion of the Property; Project not made available for Tenant's use; (17n) ground rent fees, commissions, attorneys' fees, and other costs incurred in connection with negotiations or disputes with any other occupant (or potential occupant) of 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 charges payable under superior leases; agreement; (18o) costs incurred in connection with the removal, enclosure or encapsulation remediation of any asbestos Hazardous Material, except to the extent caused by the release or other emission of the Hazardous Materials unless introduced Material in question by Tenant; (p) rent under ground leases; (q) expense reserves; (r) any fee, profit or Tenant’s employees compensation retained by Landlord or Tenant’s agents in the Building or on the Property; (19) costs incurred pursuant to any obligation of Landlord to indemnify Tenant under this Lease. It is the intention its affiliates for management and administration of the parties that Tenant shall not be required to make duplicate payments project in excess of an Operating Cost item if payment for such item was made pursuant to any other provision the management fee described in Article 6.3(n) above; and (s) insurance deductibles in excess of this Lease-------------- $20,000.00.

Operating Costs - Exclusions. The term Excluded from Operating Costs excludes: shall be the following: (1a) Repairs and alterations which Landlord is required depreciation, except to make at its sole cost and expense the extent expressly included pursuant to Article 8 hereof 6.3 above; (b) interest on and capital expenditures not specifically amortization of debts, except to the extent expressly included in Clause pursuant to Article 6.3 above; (5c) leasehold improvements, including redecorating made for tenants of Section 4.1(a); the Building; (2d) brokerage commissions and advertising expenses for procuring tenants for the Building or the Project; (e) refinancing costs; (f) the cost of repairs any repair, replacement or replacements incurred addition which would be required to be capitalized under general accepted accounting principles, except to the extent expressly included pursuant to Article 6.3 above; (g) the cost of any item included in Operating Costs under Article 6.3 above to the extent that such cost is reimbursed or paid directly by reason an insurance company, condemnor, a tenant of condemnation or fire the Project or any other risk; party; (3h) expenditures for refinancing and for mortgage debt service; (4) Taxes; (5) depreciation or amortization (other than as includable the cost of any item included in Operating Costs pursuant under Article 6.3 above to Clause the extent that such cost is attributable solely to the use, management, repair, service, insurance, condition, operation or maintenance of other office buildings in the Project; (5i) the cost of Section 4.1(a); (6) costs and expenses otherwise includable any item included in Operating CostsCosts under Article 6.3 above to the extent that such cost is attributable solely to the use, management, repair, service, insurance, condition, operation or maintenance of the Project Common Areas, to the extent that such cost is paid by tenants of other office buildings in the Project; (j) expenses incurred by Landlord is reimbursed from other sources for such costs and expenses; (7) interest onto resolve disputes, and amortization of, debts (other than as includable in Operating Costs pursuant to Clause (5) of Section 4.1(a)), late charges, penalty interest enforce or other similar charges in connection negotiate lease terms with debts prospective or the late payment of any Taxes unless delayed by Tenant’s payment to Landlord for the same; (8) brokerage commissions, origination fees, points, mortgage recording taxes, title charges and other costs existing tenants or fees incurred in connection with any mortgage financing financing, sale or refinancing; (9) brokerage commissions, attorneys’ fees and disbursements, any transfer gains taxes, transfer taxes and recording charges and any other cost or expense incurred in connection with the closing of a conveyance of all or any portion syndication of the Property Project; (k) costs, penalties or fines incurred by Landlord due to Landlord’s violation of any federal, state, or local law or regulation in effect as of the Commencement Date; (l) any interest or penalties due to late payment by Landlord of any of the Operating Costs, except to the extent such interest on penalty is caused by Tenant’s failure to comply with any of Tenant’s obligations under the Lease; (m) expenses for any item or service not provided to Tenant but provided exclusively to certain other tenants in the Building; ; (10n) salaries or other benefits of any nature whatsoever of executives or employees of Landlord or Landlord’s affiliates above the grade of building superintendent or property building manager; ; (11o) payments made by Landlord to a company or other entity affiliated with Landlord for goods and services to the extent that such payments exceed the range of amounts that would have been fees paid to independent third parties for goods and services affiliates of like kind Landlord in connection with the operation, repair, cleaning, maintenance, management and security excess of the Property; (12) fines or penalties payable by Landlord resulting from non-compliance with laws to the extent Landlord is responsible for such compliance pursuant to Section 6.2(a) hereof; (13) attorneys’ fees and disbursements and other costs in connection with any judgment, settlement or arbitration resulting from any tort liability on the part of Landlord and the amount fair market value of such settlement or judgment; services provided in exchange therefor; (14p) the cost of installing, maintaining and operating any specialty facility to the extent such facility items for which Landlord is for use reimbursed by the general public, such as an observatory, broadcasting facility, luncheon club, athletic club or recreational club; insurance; (15r) the costs of constructing any addition which adds leasable area to the Building after the Commencement Date; (16) arbitration and litigation expenses incurred by Landlord in contesting Taxes to the extent such expenses are unrelated to exceeds the operation, repair, cleaning, maintenance, management or security of the Property; Tax savings realized in any year; (17s) ground any rent or other charges payable under any ground lease or other lease superior leases; to this Lease; (18t) insurance premiums to the extent any tenant causes Landlord’s existing insurance premiums to increase or requires Landlord to purchase additional insurance; (u) marketing or advertising costs; (v) all costs and expenses associated with the removal and clean up of Hazardous Materials (as defined in Article 34) caused directly and exclusively by Landlord or by other tenants or recovered from third parties; (w) Landlord’s financing or refinancing costs; (x) the cost of repair or other work (including rebuilding) occasioned by casualty or condemnation; and (y) costs incurred in connection with removing the removal, enclosure property of former tenants or encapsulation of any asbestos or other Hazardous Materials unless introduced by Tenant, or Tenant’s employees or Tenant’s agents in the Building or on the Property; (19) costs incurred pursuant to any obligation of Landlord to indemnify Tenant under this Lease. It is the intention occupants of the parties that Tenant shall not be required to make duplicate payments of an Operating Cost item if payment for such item was made pursuant to any other provision of this LeaseProject.

Operating Costs - Exclusions. The term Notwithstanding the foregoing, Operating Costs excludesshall not include: (1i) Repairs and alterations which Landlord is required to make at its sole cost and expense pursuant to Article 8 hereof and capital expenditures not specifically included in Clause (5) of Section 4.1(a)ground or underlying lease rental payments; (2ii) costs incurred in the cost event any portion of the Building is made untenantable by fire, earthquake, storm or other casualty or by exercise of rights of eminent domain or other cause, or to perform repairs or replacements incurred other work occasioned by reason loss or damage due to fire, windstorm, earthquake, earth movement, flooding or other casualty, or by exercise of rights of eminent domain or other cause, whether or not paid for by insurance or condemnation or fire or any other riskproceeds; (3iii) expenditures for refinancing any management fees exceeding four percent (4%) of gross receipts (iv) salaries or other compensation paid to personnel not involved in the day-to-day operations or management of the Building, and for mortgage debt servicepension plans, fringe benefits, medical insurance, group life and disability insurance, general welfare benefits, union contributions, payroll taxes and other related Operating Costs in connection with the persons identified in this paragraph (iv), and other salaries and benefits to the extent otherwise customarily included in or covered by a management fee or not paid or charged by landlords in connection with the management of comparable buildings; (4v) Taxescontributions to any organizations, whether political or charitable; (5vi) depreciation reserves, including reserves for capital items, bad debts, or amortization (other than as includable in rental losses, or for future Operating Costs pursuant to Clause (5) of Section 4.1(a)Costs; (6vii) costs and expenses otherwise includable of goods and/or services supplied by Landlord or by subsidiaries or affiliates of Landlord (including overhead and/or profit charged in Operating Costsconnection therewith), to the extent that Landlord is reimbursed from other sources for the resulting cost of such costs goods and/or services exceeds the cost of similar goods and expensesservices in comparable buildings when rendered by unaffiliated third parties on a competitive basis; (7viii) interest onrentals and other related costs incurred in leasing items the cost of which would be excluded from Operating Costs, and amortization of, debts (other than as includable except for equipment used for making repairs or keeping permanent systems in Operating Costs pursuant to Clause (5) of Section 4.1(a)), late charges, penalty interest or other similar charges in connection with debts or the late payment of any Taxes unless delayed by Tenant’s payment to Landlord for the sameoperation while repairs are being made; (8) brokerage commissionsix) costs, origination feesincluding, pointswithout limitation, mortgage recording taxescosts of investigation, title charges and other costs monitoring, removal or fees incurred remediation, arising from the presence of hazardous substances in connection with any mortgage financing or refinancingabout the building project, including, without limitation, in the soil or ground water; (9x) brokerage commissionscapital costs for sculpture, attorneys’ fees paintings or other art objects; (xi) Landlord's general overhead and disbursements, any transfer gains taxes, transfer taxes general and recording charges and any other cost or expense administrative expenses except those costs incurred in connection with the closing day-to-day management or operation of a conveyance of all or any portion of the Property or the Building; (10xii) salaries rent for any office space occupied by building management personnel to the extent the size or other benefits rental rate of any nature whatsoever such office space exceeds the size or fair market rental value of executives or employees offices space occupied by management personnel of Landlord or Landlord’s affiliates above the grade of building or property managercomparable buildings; (11xiii) payments made by Landlord to a company costs associated with the operation of the partnership or other entity affiliated which constitutes Landlord, as distinguished from costs of operation of the Building, including accounting and legal costs, costs of defending lawsuits with any mortgagee, and costs of selling, syndicating, financing, mortgaging or hypothecating any ownership interest in Landlord, or any of Landlord's interests in the Building; (xiv) costs incurred by Landlord for goods in connection with any audit of Operating Costs; (xv) travel or entertainment expenses; Since one of the purposes of Operating Costs is to allow Landlord to require Tenant to pay the actual costs attributable to Tenant's use and services occupancy of the premises, Landlord agrees that (i) Landlord will not collect or be entitled to collect from Tenant with respect to Operating Costs, an amount greater than the extent that such payments exceed Tenant's proportionate share of the range of amounts that would have been Operating Costs actually paid to independent third parties for goods and services of like kind by Landlord in connection with the operation, repair, cleaning, maintenance, management and security operation of the Property; Building and (12ii) fines Landlord shall reduce the amount of Operating Costs by any refund or penalties payable by discount Landlord resulting from non-compliance with laws to the extent Landlord is responsible for such compliance pursuant to Section 6.2(a) hereof; (13) attorneys’ fees and disbursements and other costs receives in connection with any judgment, settlement costs or arbitration resulting from any tort liability on expenditures previously included in Operating Costs. To the part limited extent that a cost is not specifically excluded as a component of Landlord and Operating Costs in the amount definition of "Operating Costs," whether such settlement or judgment; (14) the cost of installing, maintaining and operating any specialty facility to the extent such facility is for use by the general public, such expense shall be treated as an observatoryExpense shall be determined in accordance with generally accepted accounting principles, broadcasting facility, luncheon club, athletic club or recreational club; (15) the costs of constructing any addition which adds leasable area to the Building after the Commencement Date; (16) arbitration and litigation expenses to the extent such expenses are unrelated to the operation, repair, cleaning, maintenance, management or security of the Property; (17) ground rent or other charges payable under superior leases; (18) costs incurred in connection with the removal, enclosure or encapsulation of any asbestos or other Hazardous Materials unless introduced by Tenant, or Tenant’s employees or Tenant’s agents in the Building or on the Property; (19) costs incurred pursuant to any obligation of Landlord to indemnify Tenant under this Lease. It is the intention of the parties that Tenant shall not be required to make duplicate payments of an Operating Cost item if payment for such item was made pursuant to any other provision of this Leaseconsistently applied.