AND
TRASH REMOVAL, THE COST OF OPERATING, MAINTAINING, REPAIRING, REPLACING,
RENOVATING, MANAGING AND COMPLYING WITH CONSERVATION MEASURES IN CONNECTION WITH
THE UTILITY SYSTEMS, MECHANICAL SYSTEMS, SANITARY AND STORM DRAINAGE SYSTEMS,
AND ESCALATOR AND ELEVATOR SYSTEMS, AND THE COST OF SUPPLIES, TOOLS, AND
EQUIPMENT AND MAINTENANCE AND SERVICE CONTRACTS IN CONNECTION THEREWITH;
(III) THE COST OF LICENSES, CERTIFICATES, PERMITS AND INSPECTIONS AND THE COST
OF CONTESTING THE VALIDITY OR APPLICABILITY OF ANY GOVERNMENTAL ENACTMENTS WHICH
MAY AFFECT OPERATING EXPENSES, AND THE COSTS INCURRED IN CONNECTION WITH THE
IMPLEMENTATION AND OPERATION OF A TRANSPORTATION SYSTEM MANAGEMENT PROGRAM OR
SIMILAR PROGRAM; (IV) THE COST OF INSURANCE CARRIED BY LANDLORD IN CONNECTION
WITH THE REAL PROPERTY, IN SUCH AMOUNTS AS LANDLORD MAY REASONABLY DETERMINE, OR
AS MAY BE REQUIRED BY ANY MORTGAGEES, OR THE LESSOR OF ANY UNDERLYING OR GROUND
LEASE AFFECTING THE REAL PROPERTY; (V) THE COST OF LANDSCAPING, RELAMPING,
SUPPLIES, TOOLS, EQUIPMENT (INCLUDING EQUIPMENT RENTAL AGREEMENTS) AND
MATERIALS, AND ALL FEES, CHARGES AND OTHER COSTS, INCLUDING MANAGEMENT FEES (OR
AMOUNTS IN LIEU THEREOF), CONSULTING FEES, LEGAL FEES AND ACCOUNTING FEES,
INCURRED IN CONNECTION WITH THE MANAGEMENT, OPERATION, ADMINISTRATION,
MAINTENANCE AND REPAIR OF THE REAL PROPERTY; (VI) THE COST OF PARKING AREA
REPAIR, RESTORATION AND MAINTENANCE, INCLUDING, BUT NOT LIMITED TO, RESURFACING,
REPAINTING, RESTRIPING, AND CLEANING; (VII) FEES, CHARGES AND OTHER COSTS,
INCLUDING CONSULTING FEES, LEGAL FEES AND ACCOUNTING FEES, OF ALL CONTRACTORS
AND CONSULTANTS; (VIII) PAYMENTS UNDER ANY EQUIPMENT RENTAL AGREEMENTS OR
MANAGEMENT AGREEMENTS (INCLUDING THE COST OF ANY MANAGEMENT FEE AND THE FAIR
RENTAL VALUE OF ANY OFFICE SPACE PROVIDED THEREUNDER); (IX) WAGES, SALARIES AND
OTHER COMPENSATION AND BENEFITS OF ALL PERSONS ENGAGED IN THE OPERATION,
MANAGEMENT, MAINTENANCE OR SECURITY OF THE REAL PROPERTY, AND EMPLOYER'S SOCIAL
SECURITY TAXES, UNEMPLOYMENT TAXES OR INSURANCE, AND ANY OTHER TAXES WHICH MAY
BE LEVIED ON SUCH WAGES, SALARIES, COMPENSATION AND BENEFITS; (X) PAYMENTS UNDER
ANY EASEMENT, LICENSE, OPERATING AGREEMENT, DECLARATION, RESTRICTIVE COVENANT,
OR INSTRUMENT PERTAINING TO THE SHARING OF COSTS BY THE REAL PROPERTY;
(XI) AMORTIZATION (INCLUDING INTEREST ON THE UNAMORTIZED COST AT A RATE EQUAL TO
THE FLOATING COMMERCIAL LOAN RATE ANNOUNCED FROM TIME TO TIME BY BANK OF
AMERICA, A NATIONAL BANKING ASSOCIATION, OR ITS SUCCESSOR, AS ITS PRIME RATE,
PLUS 2% PER ANNUM (THE "INTEREST RATE")) OF THE COST OF ACQUIRING OR THE RENTAL
EXPENSE OF PERSONAL PROPERTY USED IN THE MAINTENANCE, OPERATION AND REPAIR OF
THE REAL PROPERTY; (XII) THE COST (INCLUDING RENT) OF LANDLORD'S PROPERTY
MANAGEMENT OFFICE FOR THE REAL PROPERTY AND ALL UTILITIES, SUPPLIES AND
MATERIALS USED IN CONNECTION THEREWITH; AND (XIII) THE COST OF ANY CAPITAL
ALTERATIONS, CAPITAL ADDITIONS, OR CAPITAL IMPROVEMENTS MADE TO THE REAL
PROPERTY OR ANY PORTION THEREOF (A) WHICH RELATE TO THE OPERATION, REPAIR,
MAINTENANCE AND REPLACEMENT OF ALL SYSTEMS, EQUIPMENT OR FACILITIES WHICH SERVE
THE REAL PROPERTY IN THE WHOLE OR IN PART (INCLUDING REPLACEMENT OF WALL AND
FLOOR COVERINGS, CEILING TILES AND FIXTURES IN LOBBIES,
5
CORRIDORS, RESTROOMS AND OTHER COMMON OR PUBLIC AREAS OR FACILITIES, MAINTENANCE
AND REPLACEMENT OF