PERFORMED WITHIN THE
FIRST SEVEN (7) YEARS OF THE TERM EXCEPT FOR (X) THE COST OF CAPITAL
IMPROVEMENTS OR REPLACEMENTS INTENDED TO EFFECT ECONOMIES IN THE OPERATION OR
MAINTENANCE OF THE PROJECT, OR ANY PORTION THEREOF, AND (Y) CAPITAL IMPROVEMENTS
OR REPLACEMENTS REQUIRED UNDER ANY LEGAL REQUIREMENTS ENACTED OR FIRST ENFORCED
AFTER THE COMPLIANCE DATE OR PURSUANT TO MODIFIED LEGAL REQUIREMENTS IF SUCH
MODIFICATIONS FIRST BECOME EFFECTIVE OR ENFORCED AFTER THE COMPLIANCE DATE, OR
(II) WHICH ARE REQUIRED AS A RESULT OF ANY DEFECTS IN THE CONSTRUCTION OF THE
PROJECT DISCOVERED WITHIN SUCH SEVEN (7) YEAR PERIOD, REGARDLESS OF LANDLORD'S
FAILURE TO MAKE SUCH REPAIRS OR RENOVATIONS IF DISCLOSED TO LANDLORD WITHIN SUCH
PERIOD (UNLESS, AND EXCEPT TO THE EXTENT THAT, SUCH CAPITAL REPAIRS ARE
ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT OR ANYONE UNDER
TENANT'S CONTROL IN THE USE, OCCUPANCY, OPERATION, MAINTENANCE OR ALTERATION OF
THE PREMISES OR THE FAILURE OF TENANT TO MAINTAIN THE PREMISES IN ACCORDANCE
WITH SECTION 14 HEREOF, IN WHICH CASE THERE SHALL BE NO SUCH LIMITATION WITH
RESPECT TO THAT PORTION OF THE COST OF ANY CAPITAL REPAIRS ATTRIBUTABLE TO
TENANT'S NEGLIGENCE OR WILLFUL MISCONDUCT);
(D)
STRUCTURAL REPAIRS OR IMPROVEMENTS TO THE
BUILDING ROOF (I.E. EXCLUSIVE OF THE ROOF MEMBRANE) OR THE BUILDING (INCLUSIVE
OF THE FOOTINGS AND FOUNDATIONS, BASEMENT PARKING STRUCTURE PADS AND RAMPS, AND
THE STRUCTURAL WALLS, FLOORS AND ROOF SUPPORTS OF THE BUILDING AND THE EQUIPMENT
YARD) (UNLESS, AND EXCEPT TO THE EXTENT, ATTRIBUTABLE TO THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF TENANT OR ANYONE UNDER TENANT'S CONTROL IN THE USE,
OCCUPANCY, OPERATION, MAINTENANCE OR ALTERATION OF THE PREMISES);
(E)
INTEREST, PRINCIPAL PAYMENTS OF MORTGAGE
(AS DEFINED IN SECTION 27) DEBTS OF LANDLORD, FINANCING COSTS AND AMORTIZATION
OF FUNDS BORROWED BY LANDLORD, WHETHER SECURED OR UNSECURED AND ALL PAYMENTS OF
BASE RENT (BUT NOT TAXES OR OPERATING EXPENSES) UNDER ANY GROUND LEASE OR OTHER
UNDERLYING LEASE OF ALL OR ANY PORTION OF THE PROJECT;
(F)
DEPRECIATION OF THE PROJECT (EXCEPT FOR
THE AMORTIZATION OF ANY CAPITAL IMPROVEMENTS, THE COST OF WHICH ARE INCLUDABLE
IN OPERATING EXPENSES TO THE EXTENT PERMITTED HEREIN);
(G)
ADVERTISING, LEGAL AND SPACE PLANNING
EXPENSES AND LEASING COMMISSIONS AND OTHER COSTS AND EXPENSES INCURRED IN
PROCURING AND LEASING SPACE TO TENANTS FOR THE PROJECT, INCLUDING ANY LEASING
8
office maintained in the Project, free rent and construction allowances for
tenants, and any advertising or marketing expenses;
(H)
LEGAL AND OTHER EXPENSES INCURRED IN THE
NEGOTIATION OR ENFORCEMENT OF LEASES OR IN LANDLORD'S DEFENSE OF ANY ACTION
BROUGHT UNDER THIS LEASE OR OTHERWISE PURSUANT TO LANDLORD'S DEFENSE OF TENANT'S
QUIET ENJOYMENT OF THE PREMISES (BUT SUBJECT TO RECOVERY IN ACCORDANCE WITH THE
TERMS OF THIS LEASE INCLUDING PURSUANT TO SECTION 44(L) HEREOF);
(I)
COMPLETING, FIXTURING, IMPROVING,
RENOVATING, PAINTING, REDECORATING OR OTHER WORK, WHICH LANDLORD PAYS FOR OR
PERFORMS FOR OTHER TENANTS WITHIN THEIR PREMISES, AND COSTS OF CORRECTING
DEFECTS IN SUCH WORK;
(J)
SALARIES, WAGES, BENEFITS AND OTHER
COMPENSATION PAID TO OFFICERS AND EMPLOYEES OF LANDLORD ABOVE