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Green Office Lease

Copyright Richard J. Sobelsohn, 2010


All Rights Reserved
803026v1 099999.0005
GREEN BUILDING OFFICE LEASE

THIS LEASE, made and entered into this day of ____________, 201___, by
and between ABC LANDLORD, LLC, a New York limited liability company (hereinafter called
Landlord), and XYZ TENANT, LLC, a Delaware limited liability company, (hereinafter called
Tenant);
W I T N E S S E T H:

1. DEFINITIONS. following definitions shall apply whenever used in this Lease:
(a) Premises: Basement, 1st Floor and Suite 200 (115,000 square feet) floor area
of the Building, having an agreed rentable area of 140,000 rentable square feet, as shown and designated
on the floor plan attached hereto as Exhibit A and made a part hereof (the Agreed Rentable Area of the
Premises).
(b) Commencement: shall mean the date this lease is fully executed. The
Commencement Date shall mean the earlier of (i) the date of substantial completion of the Tenants
Improvements or (ii) the date that Tenant occupies any portion of the Premises for the purpose of
conducting business, or (iii) June 1, 2011, subject to the provisions of Section 3 hereof.
(c) Lease Term: A period of ten (10) years, commencing on the Commencement
Date and expiring, unless sooner terminated pursuant to the terms of this Lease, on the last day of the full
120th month following the Rent Commencement Date ( the Expiration Date) plus the period between
the Commencement Date and the Rent Commencement Date. Once determined Landlord and Tenant will
enter into a Confirmation of Lease Term setting forth the Commencement Date, Rent Commencement
Date and Expiration Date of the Lease Term, in the form as attached hereto as Exhibit F.
(d) Base Rental: The applicable annual rental for the Premises is shown below;
subject, however, to adjustments in accordance with the provisions of Paragraph 6 hereof:

Period
Base Rent per
Rentable Square Foot

Annually

Monthly

Month 1-3 $ 00.00 $ 00.00 $ 00.00
Month 4-12 39.4374 5,521,236.00 460,103.00
Month 13-24 43.3811 6,073,359.60 506,113.30
Month 25-36 47.7192 6,680,695.56 556,724.63
Month 37-48 52.4911 7,348,765.12 612,397.09
Month 49-60 57.7402 8,083,641.63 673,636.80
Month 61-72 63.5143 8,892,005.79 741,000.48
Month 73-84 69.8657 9,781,206.37 815,100.53
Month 85-96 76.8523 10,759,327.01 896,610.58
Month 97-108 84.5375 11,835,259.71 986,271.64
Month 108-120 92.9913 13,018,785.68 1,084,898.81

The Base Rental for the Premises does not include any charges for electricity. Electricity
charges to Tenant shall be billed on a monthly basis, including the periods of free Base Rent indicated
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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
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above. Tenant shall not be required to pay Base Rental or Tenants Percentage of Basic Costs Amounts
for the periods of free Base Rent indicated above.
(e) Base Year: shall mean the calendar year 2011. The Base Real Estate Tax
Year shall be calendar year 2010/2011.
(f) Security Deposit: See Article 34.
(g) Tenants Percentage: 26.41%, being the Agreed Rentable Area of the
Premises divided by the Agreed Rentable Area of the Building, expressed as a percentage; provided, that
in the event that the amount of space leased by Tenant shall increase or decrease subsequent to the date of
this Lease, the Percentage shall be appropriately adjusted by Landlord.
(h) Permitted Use: General office purposes and for no other use. Tenant shall
not use, occupy or operate the Premises for any unlawful purpose or in any manner that will constitute
waste, nuisance or unreasonable annoyance to Landlord or other tenants of the Building or in any
manner that will cause the Building, the Property (hereafter defined), or any part thereof not to
comply with Landlords Sustainability Practices (hereafter defined) and its certification from the
U.S. Green Building Councils LEED rating system, the Green Building Initiatives Green Globes
rating system, the U.S. EPAs Energy Star rating system, or similar system or program under
which Landlord is obligated.
(i) Building: The Building(s) constructed on the Land, located at XYZ Fifth
Avenue, New York, New York 10003.
(j) Land: That certain tract of land in New York County, New York, described
on Exhibit B attached hereto and made a part hereof.
(k) Property: The Land, the office building totaling 530,000 rentable square feet
(the Agreed Rentable Area of the Building) and all other structures, improvements, fixtures and
appurtenances now or hereafter placed, constructed or erected on or appurtenant to the Land.
(l) Common Areas: Those areas of the Property which are provided and
maintained for the common use and benefit of Landlord and tenants of the Property generally, together
with the agents, employees, patrons, guests, licensees and invitees of Landlord and such tenants,
including, without limitation, streets, sidewalks, and landscaped areas located within the Property.
(m) Work Letter: That Work Letter attached to this Lease as Exhibit D setting
forth Landlord and Tenants respective obligations to make certain improvements to the Premises.
(n) Basic Costs: Any and all costs and expenses which Landlord shall incur, pay
or become obligated to pay in connection with owning, operating, maintaining, repairing and managing
the Property as a first-class office Property, as determined in accordance with generally accepted
accounting principles consistently applied, including but not limited to the following:
i. All wages, salaries and related expenses of all employees directly
engaged in the operation, maintenance and security of the Property, and the costs of an office on the
Property.
ii. All costs of all supplies and materials used in the operation and
maintenance of the Property.
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iii. Cost of all utilities, including, without limitation, water, electricity,
heating, lighting, air conditioning and ventilating, together with all costs, charges and expenses incurred
by Landlord in connection with the change of any company providing utility services, including without
limitation, maintenance, repair and service costs associated therewith.
iv. The costs of maintenance and service agreements for the Property and
the equipment therein, including, without limitation, alarm service, window cleaning and elevator
maintenance and management fees.
v. Accounting costs, including the costs of audits by Certified Public
Accountants.
vi. The costs of all insurance, including but not limited to fire, casualty,
liability and rental abatement insurance applicable to the Property and Landlords personal property used
in connection therewith and such insurance endorsements to provide for repairing, replacing, re-
commissioning, and recertifying the Building pursuant to the U.S. Green Building Councils LEED
rating system, the Green Building Initiatives Green Globes rating system, the U.S. EPAs
Energy Star rating system, or similar system or program under which Landlord is obligated
and/or to achieve energy, water and carbon and other reduced levels.
vii. The cost of all repairs, replacements including but not limited to
equipment with Energy Star Ratings and general maintenance (except as specifically excluded below).
viii. Any and all common area maintenance costs relating to public areas of
the Property, including sidewalks, atriums, skyways, landscaping and service areas.
ix. The annual amortized cost of capital improvements or repairs made to
the Property which Landlord can demonstrate that such improvements and/or repairs will reduce Basic
Costs or otherwise improve the operating efficiency of the Property, which will extend the life of the
Property or which are required to comply with any law, rule or regulation of any governmental authority.
x. The Basic Costs shall also include all costs relating to certification
applications and recertifications, data reporting and continual commissioning of the Building, the
Property or any part thereof pursuant to the U.S. Green Building Councils LEED rating system, the
Green Building Initiatives Green Globes rating system, the U.S. EPAs Energy Star rating system, or
similar system or program under which Landlord is obligated.
xi. Carbon Tax (any levy, fee, charge or tax assessed against the Building or
the Property based on the Building or Propertys emissions of carbon dioxide as such emissions that relate
to Landlords consumption of any fuel (as opposed to the use of non-combustion energy source)).
xii. Carbon Offset Costs (the cost of purchasing a unit or units (in metric
tons) of carbon dioxide or its equivalent).
Specifically excluded from the definition of Basic Costs are expenses for capital
improvements made to the Property (except as provided above); expenses for repair, replacements and
general maintenance paid by proceeds of insurance or by Tenant or other third parties and alterations
attributable solely to tenants of the Building other than Tenant; interest, amortization or other payments
on loans to Landlord whether secured or unsecured; depreciation of the Property; leasing commissions;
legal expenses (except as otherwise expressly provided herein); and income, excess profits or franchise
taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the
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All Rights Reserved.
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Property. Landlord agrees to operate the Property prudently and to use reasonable efforts to attempt to
control expenses of the Property.
(o) Lease Year: Any period during the Lease Term, or any renewals or
extensions thereof, of one calendar year commencing January 1 and ending on the next following
December 31; and the term First Lease Year shall mean the calendar year commencing on the January 1
immediately preceding the Commencement Date and ending on the December 31 next following.
(p) Landlords Sustainability Practices: Landlords Sustainability Practices
apply to building-wide operations and maintenance including energy efficiency; water efficiency;
indoor air quality ("IAQ"); chemical usage; recycling programs; exterior building maintenance
programs, landscaping programs; purchasing of materials or resources; stormwater drainage; and
systems upgrades to meet any of the above; lighting performance standards; and carbon and
mercury reduction levels in addition to those more fully enumerated in Exhibit "G".
2. DEMISE. Landlord, in consideration of the rent to be paid and the covenants and
agreements to be performed by Tenant, as herein set forth, does hereby lease, demise and let unto Tenant
and Tenant accepts the Premises for the Lease Term. Tenant agrees and acknowledges that the Premises
(whether consisting of less than one floor or consisting of one or more full floors within the Building)
does not include, and Landlord hereby expressly reserves for its sole and exclusive use, any and all
mechanical, electrical, telephone and similar rooms, janitor closets, elevator, pipe, and other vertical
shafts and ducts, flues, stairwells and any other areas not specifically shown on Exhibit A as being part of
the Premises; provided, however, Landlord acknowledges and agrees that Tenant shall have the right
(with Landlords prior consent, which will not be unreasonably withheld or delayed) to use on a non-
exclusive basis such mechanical, electrical and telephone rooms within the Building and the area within
the raised floor designated by Landlord for purposes of installing communication and computer
equipment and wiring necessary for Tenants business operations; provided, that at Landlords option,
Tenant will remove such communication and computer equipment and wiring upon the expiration or
earlier termination of this Lease. The Premises are leased by Landlord to Tenant and are accepted and are
to be used and possessed by Tenant upon and subject to all of the terms, provisions, covenants,
agreements and conditions contained in this Lease, including without limitation the terms, provisions,
covenants, agreements and conditions contained in each exhibit, rider and addendum attached hereto.
3. COMMENCEMENT OF RENT. If for any reason the improvements to the Premises
required by the Work Letter (Tenants Improvements) are not completed on the Rent Commencement
Date, this Lease and the obligations of Tenant hereunder shall nonetheless continue in full force and
effect and the same shall not be construed in anywise to extend the Lease Term. If however the Tenants
Improvements are not completed on the Rent Commencement Date due to a delay caused by the Landlord
(Landlord Delay) then the Rent Commencement Date shall be delayed on a day for day basis for the
length of such Landlord Delay. Tenant must immediately notify Landlord in writing in the event of such a
Landlord Delay. If the Rent Commencement Date occurs on a day other than the first day of a calendar
month, then the Term of this Lease shall be extended such that it shall continue for the number of full
calendar months set forth in Paragraph 1(c) plus the first partial calendar month following the Rent
Commencement Date.
4. USE AND OCCUPANCY.
(a) General. Tenant agrees that the Premises shall be used and occupied by Tenant
as and for the Permitted Use and for no other purpose. Tenant agrees to use and maintain the Premises in
a clean, careful, safe, proper and environmentally sound manner and to comply with all laws, ordinances,
orders, rules and regulations of all governmental bodies (state, federal and municipal) applicable to the
Premises or Tenants use or occupancy thereof (the Laws). Tenant will not in any manner deface or
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injure the Property or any part thereof or overload the floors of the Premises. Tenant agrees to pay for any
damage to the Premises or to any other part of the Property caused by Tenant or any of its agents,
employees, licensees, or invitees or any other person not prohibited, expressly or impliedly, by Tenant
from entering upon the Premises within thirty (30) days of receipt of an invoice therefor. Tenant agrees
not to use or allow or permit the Premises to be used for any purpose prohibited by any law of the United
States or of the State of New York or by any ordinance of New York, New York, and Tenant agrees not
to commit waste or suffer or permit waste to be committed or to allow or permit any nuisance on or in the
Premises. Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal
purposes. Tenant shall not at any time sell, purchase or give away, or permit, except with Landlords prior
written approval, the sale, purchase or gift of food, beverages, cigars, cigarettes or other smoking
materials in any form by or to any of Tenants agents or employees or any other parties on the Premises.
Tenant will conduct its business and occupy the Premises and will control its agents, employees, licensees
and invitees in such a manner so as not to create any nuisance or disturb any of the other tenants in the
Building or Landlord in its management of the Property and so as not to injure the reputation of the
Property. Tenant shall not use the Premises or allow or permit same to be used in any way or for any
purpose that Landlord may deem to be extra hazardous or which will increase the rate of fire or other
insurance for the Property or its contents or in respect of the operation of the Property or which may
render the Property uninsurable at normal rates by responsible insurance carriers authorized to do
business in the State of New York or which may render void or voidable any insurance on the Property.
Tenant shall promptly correct any violation of any governmental law, rule or regulation relating to the
Premises caused by Tenant, its agents, employees or contractors, or due to a change in such law, rule or
regulation. Tenant shall comply with any direction of any governmental authority having jurisdiction
which imposes any duty upon Tenant or Landlord with respect to the Premises or the occupancy or use
thereof. Tenant shall not erect, place or allow to be placed any sign, advertising matter, stand, booth, or
showcase in or upon the doorsteps, vestibules, halls, corridors, doors, outside walls, outside windows, or
pavement of the Property (except for lettering and signage as allowed by Paragraph 10 of this Lease)
without the prior written consent of Landlord.
(b) Hazardous Materials. Tenant shall not incorporate into, or use or otherwise place
or dispose of at, the Premises, the Building or any other portion of the Property any hazardous or toxic
materials, except for use and storage of cleaning and office supplies used in the ordinary course of
Tenants business and then only if (i) such materials are in small quantities, properly labeled and
contained, (ii) such materials are handled and disposed of in accordance with the highest accepted
industry standards for safety, storage, use and disposal, (iii) notice of and a copy of the current material
safety data sheet (to the extent required by applicable law) is provided to Landlord for each such
hazardous or toxic material and (iv) such materials are used, transported, stored, handled and disposed of
in accordance with all applicable governmental laws, rules and regulations. Landlord shall have the right
to periodically inspect, take samples for testing and otherwise investigate the Premises for the presence of
hazardous or toxic materials. For purposes of this Lease, hazardous or toxic materials shall mean asbestos
containing materials and all other materials, substances, wastes and chemicals classified as hazardous or
toxic substances, materials, wastes or chemicals under then-current applicable governmental laws, rules
or regulations or that are subject to any right-to-know laws or requirements. If Tenant or its employees,
agents or contractors shall ever violate the provisions of this paragraph or otherwise contaminate the
Premises or any other portion of the Property, then, at Landlords option, (i) Tenant shall clean-up,
remove and dispose of the material causing the violation, in compliance with all applicable governmental
standards, laws, rules and regulations and then prevalent industry practice and standards and shall repair
any damage to the Premises or Property within such period of time as may be reasonable under the
circumstances after written notice by Landlord, or (ii) Tenant shall reimburse Landlord for all costs and
expenses in connection with Landlords clean-up, removal and disposal of the material causing the
violation. If Landlord elects for Tenant to perform such cleanup, Tenant shall notify Landlord of its
method, time and procedure for any clean-up or removal and Landlord shall have the right to require
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reasonable changes in such method, time or procedure or to require the same to be done after normal
business hours. Tenants obligations under this paragraph shall survive the termination of this Lease.
(c) Disability Acts. From and after the Commencement Date, Tenant shall be
obligated to see that the Premises comply with all existing requirements of and regulations issued under
the provisions of the Americans With Disabilities Act of 1990, 42 U.S.C. Sections 12101-12213, as
amended (hereinafter collectively called the Disability Acts) for each of the following: (i) alterations
or improvements to any portion of the Premises performed after the Commencement Date; (ii) obligations
or complaints arising under or out of Title I of the Americans With Disabilities Act or Tenants employer-
employee obligations; (iii) obligations or complaints arising under or out of the conduct or operations of
Tenants business, including any obligations or requirements for barrier removal to customers or invitees
as a commercial facility or as a public accommodation (as defined in the Disability Acts); and (iv) any
change in the nature of Tenants business, or its employees, or financial net worth, or Tenants business
operations that triggers an obligation under the Disability Acts. Notwithstanding anything contained
herein to the contrary, Landlord shall be responsible for compliance of the Common Areas of the Property
and Building (including common area rest rooms) with all existing and future requirements and
regulations issued pursuant to the Disability Acts.
(d) Recycling. Tenant agrees to comply with all laws, ordinances, orders, rules and
regulations of all governmental bodies (state, federal and municipal) and with Landlords Sustainability
Practices applicable to the collection and sorting of recyclable materials, including but not limited to
paper, glass, metal and plastic.
5. BASE RENTAL. Except as otherwise expressly set forth in this Lease, Tenant agrees to
pay to Landlord in currency of the United States of America, without any setoff or deduction whatsoever,
the Base Rental and the Percentage of Basic Costs and Real Estate Taxes, as provided in paragraph 6, and
all other sums (whether or not expressly designated as rent) required to be paid to Landlord by Tenant
hereunder, including without limitation any sums payable to Landlord under any exhibit, rider or
addendum attached hereto (all of which shall constitute rent and are sometimes herein collectively
referred to as rent or Rent). The Base Rental, together with any estimate of Percentage of Basic
Costs pursuant to Paragraph 6 hereof then in effect, shall be due and payable in advance in monthly
installments, (but no later than the first of each month), which monthly installments shall commence on
the Commencement Date and shall continue on the first day of each calendar month thereafter during the
Lease Term. Tenant hereby agrees to pay such Base Rental and the Percentage of Basic Costs to
Landlord at Landlords address provided herein (or such other address as may be designated by Landlord
in writing from time to time) monthly, in advance, (but no later than the first of each month) and without
demand. If the Commencement Date occurs on a day other than the first day of a calendar month or the
Lease Term ends on a day other than the last day of a calendar month, then the installments of Base
Rental and any estimate of Percentage of Basic Costs for such month or months shall be prorated, based
on the number of days in such month. The first three, full monthly installments of Base Rental and Basic
Costs, shall be paid contemporaneously with the execution of this Lease.
6. TENANTS PERCENTAGE OF REAL ESTATE TAXES AND BASIC COSTS.
(A) - REAL ESTATE TAXES
SECTION 6.01. Definitions. As used in this Section 6, the following terms shall be defined
as hereinafter provided:
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(a) "Real Estate Taxes":
(i) Real Estate Taxes shall include all accrued real estate taxes and annual
installments of special assessments levied against the Property and any and all taxes, charges, levies or
assessments (including interest thereon, but excluding penalties and late charges unless such penalties or
late charges result from Tenants failure to pay Tenants Tax Share as required by this Section 6.01)
which may be levied, charged or assessed against or on the Property in lieu thereof or in addition thereto,
together with any and all costs of protesting and reducing taxes and legal fees incident therewith
(collectively Real Estate Taxes).
(ii) if at any time during the Term of this Lease the present system of ad
valorem taxation of real property shall be changed or supplemented so that in lieu of or in addition to the
ad valorem tax on real property there shall be assessed on Landlord or the Property any tax of any nature
which is imposed, in whole or in part, in substitution for, addition to or in lieu of any tax which would
otherwise constitute a Real Estate Tax, such tax shall be deemed to be included within the term "Real
Estate Taxes", but only to the extent that the same would be payable if the Property were the only
property of Landlord. Such tax may include, but shall not be limited to, a capital levy or other tax on the
gross rents or gross receipts with respect to the Property, or a federal, state, county, municipal or other
local income, franchise, profit, excise or similar tax, assessment, levy or charge measured by or based, in
whole or in part, upon any such gross rents or gross receipts;
(iii) Real Estate Taxes shall also encompass all of Landlord's expenses,
including, but not limited to, attorney's fees and expenses, incurred by Landlord in any effort which
Landlord may (but shall not be obligated to) take to minimize Real Estate Taxes whether by contesting
proposed increases in assessments, applying for the benefit of any tax abatement program available for
the Property, appealing the denial of any such tax abatement, or contesting any challenge to the validity of
any tax abatement program or its applicability to the Property or by any other means or procedures
appropriate in the circumstances; provided, however, that, except as otherwise specifically required
hereunder, Landlord shall have no obligation to undertake any contest, appeal or other procedure to
minimize Real Estate Taxes or to obtain or maintain the benefits of any tax abatement program for the
Property; and
(iv) except as otherwise provided in clause (i) above, there shall be excluded
from Real Estate Taxes all income, excess profit, excise, franchise, estate, succession and inheritance
taxes and penalties due to Landlord's lateness or failure to pay taxes when due and transfer taxes imposed
on Landlord upon a sale of its interest in the Building.
(b) "Tenant's Tax Share" shall be Tenants Percentage.
(c) "Tax Year" shall mean each calendar year, or such other period of twelve (12)
months as now or hereafter may be duly adopted as the fiscal year for real estate tax purposes of the
governmental unit in which the Property is located, occurring during the Term of this Lease.
(d) "Tax Statement" shall mean a statement provided by Landlord, setting forth: (a)
the Real Estate Taxes for any Tax Year, (b) Tenant's Tax Share thereof, prorated if only a part of the Tax
Year falls within the term of this Lease; and (c) the amount by which the Tenant's Tax Share thereof
exceeds (or is less than) payments made by Tenant pursuant to Sections 6.02(b) and 6.02(c) below for the
specified Tax Year or portions thereof. Upon Tenants written request, Landlord will provide Tenant
with a copy of Landlords real estate tax bill; provided, however, that delivery of such bill by Landlord
shall in no event be construed as a condition precedent to Tenants obligation to make timely payments
hereunder.
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(e) "Tenant's Tax Adjustment" for any Tax Year occurring during the term of this
Lease shall mean Tenant's Tax Share multiplied by the amount of any increase in Real Estate Taxes
imposed for such Tax Year over the Real Estate Taxes imposed for the Base Real Estate Tax Year.
SECTION 6.02. Payment of Tenant's Tax Share. Commencing on _________________, and
thereafter on January 1 of each year during the remaining Term of this Lease, Tenant shall pay to
Landlord as Additional Rent, an amount equal to Tenant's Tax Adjustment with respect to the Tax Year
most recently ended. If less than a full twelve (12) month period of a Tax Year is included within the
Term of this Lease, Tenant's Tax Adjustment shall be prorated on a per diem basis for such partial Tax
Year. Tenant's Tax Adjustment for each Tax Year shall be paid as follows:
(a) After receipt of a Real Estate Tax bill, Landlord shall furnish Tenant a Tax
Statement as hereinabove defined. Within twenty five (25) days following the receipt of such Tax
Statement, Tenant shall pay to Landlord the amount, if any, by which the Tenant's Tax Adjustment for
such Tax Year exceeds the total amount, if any, of payments made pursuant to subdivision (c) below on
account of the Tenant's Tax Adjustment as shown on the Tax Statement.
(b) Notwithstanding the foregoing subdivision (a), if at any time after execution of
this Lease Landlord receives a Real Estate Tax bill for taxes in excess of the Real Estate Taxes for the
preceding Tax Year or a notice of any governmental action which could effect an increase in Real Estate
Taxes over the Real Estate Taxes for the preceding Tax Year including, but not limited to, notice of any
increase in assessment or of a forthcoming increase in the real estate tax rate, or notice providing that the
Property is not entitled to the benefit of any tax abatement program pursuant to which Landlord has
previously determined the Tenant's Tax Adjustment, or that the validity of any tax abatement program
applicable to the Property has been challenged by appropriate legal proceedings, Landlord may notify
Tenant that Landlord elects to increase the installments presently being paid by Tenant pursuant to
subdivision (c) below. Landlord's notice shall be in writing and shall specify the amount due, or estimated
to become due, and the amount of each installment or increased installment to be paid by Tenant.
Payments in the amount of the installment (or increase in installment) set forth in Landlord's notice shall
be due monthly as Additional Rent concurrently with payments of Base Rent beginning with such first
payment due after the date of Landlord's notice, and shall continue on the first day of each month until
and including the month in which Tenant makes payment in full of Tenant's Tax Adjustment. Upon
Tenants written request, but not more than once annually Landlord will provide Tenant with a copy of its
Real Estate Tax bill.
(c) Tenant shall pay one twelfth (1/12) of the Tenant's Tax Adjustment of the Real
Estate Taxes for the preceding Tax Year monthly, together with payments of Base Rent, as an estimate
and on account of the Tenant's Tax Adjustment for the current Tax Year, which payments shall be subject
to increase upon receipt by Tenant of a notice from Landlord pursuant to subdivision (b) above increasing
the amount of monthly estimated payments.
(d) Real Estate Taxes with respect to a Tax Year which is the subject of an appeal
filed by or on behalf of Landlord shall be paid on the basis of the amount reflected in the tax bill and shall
not be adjusted until the final determination of the appeal. Upon such determination of any appeal,
Landlord will notify Tenant in writing of the actual amount of Tenant's Tax Adjustment and the amount,
if any, remaining due by Tenant in excess of Tenant's estimated payments. Tenant shall pay such entire
amount so due on the due date for the next installment of Base Rent, or if this Lease has terminated,
Tenant shall pay the amount due within fifteen (15) days after receipt of Landlord's notice. If the actual
taxes are less than the amounts upon which the payments previously made by Tenant were based, Tenant
shall receive a credit against the installment of Base Rent next coming due in the amount by which
Tenant's payments on account of Tenant's Tax Adjustment exceeded the payments actually due for the
applicable year, or if the term of the Lease has expired, Landlord shall refund to Tenant the amount of any
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such overpayment within fifteen (15) days after determination of the amount due to Tenant; provided,
however, that if at the expiration or earlier termination of this Lease Tenant owes Landlord any sums
under this Lease (for Rent or otherwise), the amount of such overpayment shall be credited against such
sums owed Landlord.
(e) If Tenant shall pay any Tenant's Tax Adjustment for any periods which were
calculated on the basis of the qualification of the Property for a tax abatement program, and subsequently
it is determined that for such periods or any portion thereof the Property was not entitled to the benefit of
such program or that such program was invalid and a retroactive assessment is made, then Tenant's Tax
Adjustment for such periods shall be recomputed on the basis of the actual amount of Real Estate Taxes
required to be paid in the absence of abatement. Landlord will notify Tenant in writing both of any
additional amounts due from Tenant by reason of such recalculation of Tenant's Tax Adjustment for such
periods in excess of Tenant's previous payments of Tenant's Tax Adjustment and of the amount of any
increase in installments payable by Tenant pursuant to subdivision (c) above for the balance of the current
Tax Year (collectively, the "Deficiencies"). Tenant shall pay the entire amount of the Deficiencies by the
due date of the next installment of Base Rent due Landlord.
(f) Any Tax Statement or other notice from Landlord pursuant to this Section 6 shall
be deemed approved by Tenant as correct unless within ninety (90) days after the furnishing thereof,
Tenant shall notify Landlord in writing that it disputes the correctness of the Tax Statement or other
notice, specifying in detail the basis for such assertion. Pending the resolution of such dispute, however,
Tenant shall make payments in accordance with said Tax Statement or other notice.
(g) Section 41.413 of the New York Property Tax Code may give Tenant the right to
protest before the appropriate appraisal review board a determination of the appraised value of the
Building, the Land and/or the Property if Landlord does not so protest and requires Landlord to deliver to
Tenant a notice of any determination of the appraised value of the Building, the Land and/or the Property.
Tenant acknowledges that the Property and the Land upon which it is located is a multi-tenant facility,
that any filing of a protest of appraised value by Tenant will give the appraisal district discretion to
increase or decrease the appraised value, that an increase in the appraised value will affect Landlord and
the other tenants of the Property, and that an increase in the appraised value may increase the taxes not
only for the year in question but for future years; potentially beyond expiration of the Lease Term.
Accordingly, to the extent permitted by applicable law, Tenant hereby waives the provisions of
Section 41.413 of the New York Property Tax Code (or any successor thereto). In the alternative, if
Section 41.413 of the New York Property Tax Code cannot be waived, Tenant agrees not to protest any
valuation unless Tenant notifies Landlord in writing of Tenants intent so to protest and Landlord fails to
protest the valuation within sixty (60) days after Landlord receives Tenants written notice. If Tenant
files a protest without giving the written notice required by the preceding sentence, such filing shall be an
event of default under this Lease without the necessity of any notice from Landlord, regardless of the
provisions of Paragraph 26(a) of this Lease. Furthermore, if Tenant exercises the right of protest granted
by Section 41.413 of the New York Property Tax Code, Tenant shall be solely responsible for, and shall
pay, all costs of such protest. If as a result of any protest filed by Tenant, the appraised value of the
Building, the Land and/or the Property is increased by the appraisal board, Tenant shall be solely
responsible for, and shall pay upon demand by Landlord, all taxes (not only the Percentage thereof)
assessed against the Building, the Land and/or the Property in excess of the taxes which would have been
payable in the absence of the protest. Landlord agrees, upon request by Tenant, to provide to Tenant a
copy of the determination of appraised value for any year. The payment obligations of Tenant under this
Paragraph 6(g) shall survive the expiration or other termination of this Lease. Notwithstanding anything
contained in this Section 6(g) to the contrary, nothing shall limit or prohibit Tenant from contesting any
determination of the value of Tenants personal property located within the Premises. Tenant shall have
no liability to Landlord if as the result of such protest concerning Tenants personal property, the
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appropriate appraisal review board or taxing authority initiates a review and re-determination of the
appraised value of the Building, the Land and/or the Property.
(B) - BASIC COSTS
SECTION 6.03. Definitions.
As used in this Article 6.03 the following terms shall be defined as hereinafter provided:
(a) "Operating Year" shall mean each calendar year, or such other period of twelve
(12) months as hereafter may be adopted by Landlord as its fiscal year, occurring either in whole or in
part, during the term of this Lease.
(b) "Tenant's Expense Share" shall be the Tenants Percentage.
(c) "Basic Costs Amount" shall mean the excess, if any, between (i) Tenant's
Expense Share of Basic Operating Costs for each Operating Year adjusted to reflect an occupancy level of
no less than ninety-five (95%) percent of the Rentable Area of the Building less (ii) Tenant's Expense
Share of the Annual Basic Costs incurred in the Base Year, also adjusted to reflect an occupancy level of
no less than ninety-five (95%) percent of the Rentable Area of the Building.
(d) "Basic Costs Statement" shall mean a statement provided by Landlord, setting
forth: (i) the Annual Basic Costs for the Operating Year (or portion thereof if less than a full Operating
Year) immediately preceding the Operating Year in which the statement is issued, (ii) the Annual Basic
Costs for the Base Year, (iii) the amount of payments made by Tenant on account of the Basic Costs
Amount during such preceding Operating Year, (iv) the amount of payments of the Monthly Basic Costs
Estimate (as hereinafter defined) to be made by Tenant in the Operating Year in which the Basic Costs
Statement is issued, and (v) the Monthly Basic Costs Estimate for the Operating Year in which the Basic
Costs Statement is issued.
SECTION 6.04. Tenant's Basic Costs Amount. Tenant shall pay to Landlord (in the manner
hereinafter provided) as Additional Rent for each Operating Year or portion thereof occurring within the
remainder of the Term of this Lease, the Basic Costs Amount for every Operating Year. For any portion
of an Operating Year less than a full twelve (12) month period occurring within the Term of this Lease,
Tenant's Operating Costs Amount shall be prorated on a per diem basis.
(a) Such Additional Rent shall be paid (or credited) in the following manner:
(i) Beginning January 1, 20___, and continuing thereafter on the first day of
each month until receipt of the Basic Costs Statement with respect to the Base Year, Tenant shall pay
Landlord an amount set by Landlord sufficient to pay one-twelfth (1/12) of Landlord's estimate of the
Basic Costs Amount for the current Operating Year (or remaining portion thereof) (the "Monthly Basic
Costs Estimate"). The Monthly Basic Costs for a period less than a full calendar month shall be duly
prorated.
(ii) Following the end of each Operating Year, Landlord shall furnish Tenant
a Basic Costs Statement setting forth the information described above. Within fifteen (15) days following
the receipt of such Basic Costs Statement (the "Basic Costs Adjustment Date"), Tenant shall pay to
Landlord: (A) the amount by which the Basic Costs Amount for the Operating Year (or portion thereof)
covered by the Basic Costs Statement exceeds the aggregate of Basic Operating Costs Estimates paid by
Tenant with respect to such Operating Year (or portion thereof); and (B) the amount by which the
Monthly Basic Costs Estimate for the current Operating Year as shown on the Basic Costs Statement
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multiplied by the number of months elapsed in the current Operating Year (including the month in which
payment is made) exceeds the aggregate amount of payments of the Monthly Basic Costs Estimate
theretofore made in the Operating Year in which the Basic Costs Statement is issued.
(iii) On the first day of the first month following receipt by Tenant of any
annual Basic Costs Statement and continuing thereafter on the first day of each succeeding month until
the issuance of the next ensuing Basic Costs Statement, Tenant shall pay Landlord the amount of the
Monthly Basic Costs Estimate shown on the Basic Costs Statement.
(iv) If on any Basic Costs Adjustment Date Tenant's payments of the
installments of the Monthly Basic Costs Estimate for the preceding or current year's Basic Costs Amount
are greater than the actual Basic Costs Amount for such preceding Operating Year or Monthly Basic
Costs Estimate for the current year, Landlord shall credit Tenant with any excess, which credit may be
offset by Tenant against next due installments of Rent or, at Landlord's option, offset against any past due
sums (for Rent or otherwise) under this Lease. If the Term of the Lease has expired prior to the Basic
Costs Adjustment Date for the applicable Operating Year and if Tenant's payments of Monthly Basic
Costs Estimate either exceed or are less than Tenant's Basic Costs Amount, Landlord shall send the Basic
Costs Statement to Tenant, and an appropriate payment from Tenant to Landlord or refund from Landlord
to Tenant shall be made on the Basic Costs Adjustment Date. The provisions of this clause (iv) shall
remain in effect notwithstanding any expiration or termination of this Lease; provided, however, that if at
the expiration or earlier termination of this Lease Tenant owes Landlord any sums under this Lease (for
Rent or otherwise), the amount of any overpayment by Tenant shall be credited against such sums owed
to Landlord.
(b) Any Basic Costs Statement or other notice from Landlord pursuant to this
Article 6.04 shall be deemed conclusive and binding on Tenant unless (i) within sixty (60) days after the
furnishing thereof, Tenant shall notify Landlord in writing that it disputes the correctness of the Basic
Costs Statement or other notice, specifying in detail the basis for such assertion and (ii) if the parties shall
not resolve such dispute within ninety (90) days thereafter, then either party may refer the matter or
matters in dispute to a reputable independent firm of certified public accountants selected by Landlord
with the reasonable approval of Tenant which accountants shall have had no prior client relationship with
Landlord or Tenant unless the parties agree otherwise. The decision of such accountants shall be
conclusive and binding upon the parties. Tenant recognizes and agrees that Landlord's books and records,
and those of Landlord's agents with respect to the operation of the Property, are confidential and that
Tenant shall have no right to inspect them. If any such accountant shall not then be Landlord's
accountant, Landlord agrees, at reasonable times and upon reasonable notice, to give such accountant
access to the books and records of Landlord and Landlord's agents with respect to the Property. The fees
and expenses of said accountant shall be borne by the unsuccessful party (and if both parties are partially
successful, the accountants shall apportion the fees and disbursements between the parties based upon the
degree of success of each party). Pending resolution of this dispute, Tenant shall continue to make
payments in accordance with said Operating Costs Statement or other notice. In the event Tenant is in
default under this Lease at any time during the pendency of a dispute as set forth in this subparagraph,
Tenant's right to dispute said Operating Costs Statement shall immediately cease and the matters set forth
in said Operating Costs Statement shall be deemed to be correct.
(c) If the Lease Term will expire or this Lease has been terminated prior to a final
determination of the actual Tenants Basic Costs Amount, the amount of adjustment between the
estimated Tenants Basic Costs Amount and the actual Tenants Basic Costs Amount payable for the
preceding calendar year and/or the final partial calendar year of the Lease Term will be reasonably
estimated by Landlord based upon the best data available to Landlord at the time of the estimate. Prior to
the expiration date of the Lease Term, or as soon as possible after an earlier termination date, an
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adjustment will be made between Landlord and Tenant. The obligations set forth in the preceding
sentence will survive the expiration date of the Lease Term or earlier termination of this Lease.
7. SERVICES TO BE FURNISHED BY LANDLORD.
(a) So long as Tenant is not in default under this Lease, Landlord agrees to furnish
the following services to the Premises:
(i) Hot and cold water at those points of supply provided for general use of
other tenants in the Building, central heat and air conditioning in season, at such temperatures and in such
amounts as are in compliance with ASHRE Standards in the New York, New York area; provided,
however, heating and air conditioning service at times other than for Normal Business Hours for the
Building (which are 8:00 a.m. to 6:00 p.m. on Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on
Saturdays, exclusive of normal business holidays) shall be furnished after activation by Tenant at a cost of
fifty ($50.00) Dollars per air handler per hour. Tenant must provide Landlord with 24 hours prior written
notice before Tenants intent to use after hours HVAC. Should Landlords costs to operate such air
handlers increase Landlord shall be entitled to increase the aforesaid charge to Tenant by such actual costs
upon thirty (30) days prior written notice to Tenant. If Tenant elects to utilize the existing auxiliary air
conditioning units in the Premises Tenant will be sub-metered by Landlord for any and all related utilities
and Tenant will be responsible for paying Landlord for such related utility charges.
(ii) Janitor service consistent for Class A office buildings, five times weekly,
exclusive of normal business holidays; provided, however, if Tenants floor covering or other
improvements require special treatment, which is requested by Tenant, Tenant shall pay the additional
cleaning cost attributable thereto as additional rent upon presentation of a statement therefor by Landlord.
Non-routine janitorial services provided by Landlord will be performed after Normal Business
Hours, Monday through Friday only (excluding holidays). Routine janitorial services will be
performed during Normal Business Hours in accordance with Landlords Sustainability Practices
and with minimum disruption of Tenants business and use. Tenant may elect to use its own
janitorial services with prior Landlord consent, which shall be in Landlords sole and absolute
discretion, and such services must comply with Landlords Sustainability Practices. In this regard,
any chemicals used by Tenants janitorial service provider must meet Green Seal GS-37 standards
or, if not applicable or available, Tenants janitorial service provider must use chemicals meeting
GS-40 requirements and those which do not contain zinc or other environmentally unfriendly
ingredients. All of Tenants janitorial service provider employees must be trained in the use,
operation and maintenance of such cleaning chemicals and the disposal thereof. The aforesaid shall
also apply to all cleaning equipment. Any documentation required by Landlord with reference to
Tenants janitorial services, including but not limited to dates of service, chemicals used, cleaning
equipment used and worker training documentation shall be delivered to Landlord promptly upon
request.
(iii) Subject to the provisions of Paragraph 13, facilities to provide all
electrical current required by Tenant in its use and occupancy of the Premises.
(iv) Elevator Service.
(v) Card-key controlled access (or other similar access control device or
mechanism as Landlord may from time to time elect to provide) intended to limit the general publics
access to the Building during other than Normal Business Hours. Tenant shall have access to its Premises
twenty four (24) hours per day, seven (7) days per week. Landlord, however, shall have no liability to
Tenant, its employees, agents, invitees or licensees for any loss, damage or injury of any kind or nature
caused by or as a result of the presence of any unauthorized person in the Premises, the Building or the
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Property, including without limitation any loss, damage or injury due to theft, burglary or other criminal
conduct by any person (REGARDLESS OF WHETHER ANY SUCH LOSS, DAMAGE OR
INJURY IS CAUSED BY OR ARISES OUT OF LANDLORDS NEGLIGENCE OR THE
NEGLIGENCE OF ANY OFFICER, EMPLOYEE OR AGENT OF LANDLORD OR ANY
STRICT LIABILITY), nor shall Landlord be required to insure against any such loss, damage or injury.
Tenant shall cooperate fully in Landlords efforts to maintain security in the Building and the Property
and shall follow all rules and regulations promulgated by Landlord with respect thereto.
(b) The failure by Landlord to any extent to furnish or the interruption or termination
of the services described in Paragraphs 7(a)(i) or 7(a)(iii) above, in whole or in part, resulting from causes
other than the gross negligence or intentional misconduct of Landlord, shall not render Landlord liable to
Tenant or any other person in any respect, nor be construed as an eviction of Tenant, nor work an
abatement of rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof.
Should any of the equipment or machinery used in the provision of such services for any cause cease to
function properly, Tenant shall have no claim for offset or abatement of rent or damages on account of an
interruption in service occasioned thereby or resulting therefrom.
(c) Except as otherwise expressly provided herein, Landlord shall not be required to
make any repairs to the Premises.
(d) If permitted by applicable law, Landlord shall have the right at any time and from
time to time during the Lease Term to contract (i) from any utility provider currently providing services to
the Property or (ii) from a different company or companies providing any utility service including a
renewable or green energy provider (each such company shall hereinafter be referred to as an
Alternative Service Provider), provided, that such Alternative Service Provider can provide such
utility service in a environmentally-friendly, commercially reliable manner and that the cost of such
utility service is available at a cost that is not materially in excess of the cost available from other utility
providers, taking into consideration the quality and reliability of such service. Tenant shall cooperate
with Landlord, the current utility provider and the Alternative Service Provider at all times and, as
reasonably necessary, shall allow Landlord, the current utility provider and any Alternative Service
Provider reasonable access to the Buildings and/or the Propertys electric lines, feeders, risers, wiring
and any other machinery within the Premises.
8. IMPROVEMENTS TO BE MADE BY LANDLORD AND ACCEPTANCE OF
PREMISES. Tenant will cause to be constructed by Landlord, on Tenants behalf, Tenants
Improvements to the Premises in accordance with the terms of the Work Letter and will use reasonable
efforts to complete the Tenants Improvements by the Rent Commencement Date. Upon delivery of
possession Tenant shall be deemed to have accepted the Premises for all purposes. Except as otherwise
provided in the Work Letter, all installations and improvements now or hereafter placed on the Premises
by Tenant or with Tenants consent shall be for Tenants account and at Tenants cost. The taking of
possession of the Premises by Tenant shall be conclusive evidence that Tenant accepts the Premises, the
Building and the Property and each and every part and appurtenance thereof as being in a good and
satisfactory condition and waives any defects in the Premises and its appurtenances and in all other parts
of the Building, the Property and the appurtenances thereto.
Tenant agrees that all work will be performed in an environmentally-friendly
manner, i.e., contractor shall utilize only recycled materials for all improvements and Tenant shall
recycle all materials, both in conformance with this Lease, the Work Letter, and the Rules and
Regulations. Tenant shall be held liable for failing to perform such improvements in an
environmentally-friendly manner.
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9. ALTERATIONS AND ADDITIONS.
(a) All alterations, additions and improvements to the Premises (herein collectively
called the Leasehold Improvements), by Landlord or Tenant shall become a part of the Premises and
the Building and shall be owned by and be the property of Landlord, at the time same are placed in or
upon the Premises without compensation to Tenant. Tenant shall not, without the prior written consent of
Landlord (which consent Landlord may withhold in its sole discretion), make any changes, modifications,
alterations, additions or improvements (other than Tenants Improvements under the Work Letter) to, or
install any equipment or machinery (other than office equipment and unattached personal property) on,
the Premises (all such changes, modifications, alterations, additions, improvements (other than Tenants
Improvements under the Work Letter) are herein collectively referred to as Installations) if any such
Installations would (i) affect any structural or load bearing portions of the Premises, (ii) result in a
material increase of electrical usage above the normal type and amount of electrical current to be provided
by Landlord, (iii) result in an increase in Tenants usage of heating or air conditioning, (iv) impact
mechanical, electrical or plumbing systems in the Premises or the Property, (v) affect areas of the
Premises which can be viewed from Common Areas, (vi) require greater or more difficult cleaning work
(e.g., kitchens, reproduction rooms and interior glass partitions), (vii) adversely affect Landlords ability
to deliver services to other tenants of the Property or (viii) violate any provision of this Lease (all of the
foregoing hereinafter called Structural Installations). As to Installations not covered by the preceding
sentence (hereinafter called Non-Structural Installations), Tenant will not perform same without the
prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. All
Installations shall be at Tenants sole cost and expense. Without in any way limiting Landlords consent
rights, Landlord shall not be required to give its consent until (a) Landlord approves the contractor or
person making such Installations and approves such contractors insurance coverage to be provided in
connection with the work, (b) Landlord approves final and complete plans and specifications for the work
and (c) the appropriate governmental agency, if any, has approved the plans and specifications for such
work. All work performed by Tenant or its contractor relating to the Installations shall conform to
applicable governmental laws, rules and regulations, including, without limitation, the Disability Acts.
Upon completion of the Installations, Tenant shall deliver to Landlord as built plans. If Landlord
performs such Installations, Tenant shall pay Landlord, as additional rent, the cost thereof plus five
percent (5%) as reimbursement for Landlords overhead. Each payment shall be made to Landlord within
ten (10) days after receipt of an invoice from Landlord. All Non-Structural Installations shall be removed
at the termination of this Lease, as provided in Paragraph 11. Structural Installations shall be removed at
the termination of this Lease, as provided in Paragraph 11, except where approved by Landlord without
the requirement that such Installations be removed upon termination of this Lease, which requirement will
be made by Landlord, if at all, within ten (10) business days of the time Tenant provides Landlord with
written notice and plans for the requested Structural Installation. Tenant shall indemnify and hold
Landlord harmless from and reimburse Landlord for and with respect to, any and all costs, expenses
(including reasonable attorneys fees), demands, claims, causes of action and liens, arising from or in
connection with any Installations performed by or on behalf of Tenant, EVEN IF THE SAME IS
CAUSED BY THE NEGLIGENCE OR OTHER TORTIOUS CONDUCT OF LANDLORD OR
LANDLORD IS STRICTLY LIABLE FOR SUCH COSTS, EXPENSES OR CLAIMS (unless same
is caused by the gross negligence or willful misconduct of Landlord). All Installations performed by or on
behalf of Tenant will be performed diligently and in a first-class workmanlike manner and in compliance
with all applicable laws, ordinances, regulations and rules of any public authority having jurisdiction over
the Property and/or Tenants and Landlords insurance carriers. Landlord will have the right, but not the
obligation, to inspect periodically the work on the Premises and may require changes in the method or
quality of the work. Any approval by Landlord (or Landlords architect and/or engineers) of any of
Tenants contractors or Tenants drawings, plans or specifications which are prepared in connection with
any construction of improvements (including without limitation, Tenants Improvements) in the Premises
shall not in any way be construed as or constitute a representation or warranty of Landlord as to the
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abilities of the contractor or the adequacy or sufficiency of such drawings, plans or specifications or the
improvements to which they relate, for any use, purpose or condition.
(b) Landlord hereby reserves the right and at all times shall have the right to repair,
change, redecorate, alter, improve, modify, renovate, enclose or make additions to any part of the
Property (including, without limitation, structural elements and load bearing elements within the
Premises) and to enclose and/or change the arrangement and/or location of driveways or landscaping or
other Common Areas of the Property, all without being held guilty of an actual or constructive eviction of
Tenant or breach of the implied warranty of suitability and without an abatement of rent (the Reserved
Right) provided that Landlords exercise of such rights does not make the Premises untenantable.
Without in any way limiting the generality of the foregoing, Landlord's Reserved Right shall include, but
not be limited to the right to do any of the following: (i) erect and construct scaffolding, pipe, conduit and
other structures on and within and outside of the Premises where reasonably required by the nature of the
changes, alterations, improvements, modifications, renovations and/or additions being performed,
(ii) perform within and outside of the Premises all work and other activities associated with such changes,
alterations, improvements, modifications, renovations and/or additions being performed, (iii) repair,
change, renovate, remodel, alter, improve, modify or make additions to the arrangement, appearance,
location and/or size of entrances or passageways, doors and doorways, corridors, elevators, elevator
lobbies, stairs, toilets or other Common Areas, (iv) temporarily close any Common Area and/or
temporarily suspend Property services and facilities in connection with any repairs, changes, alterations,
modifications, renovations or additions to any part of the Property, (v) repair, change, alter or improve
plumbing, pipes and conduits located in the Property, including without limitation, those located within
the Premises, and (vi) repair, change, modify, alter, improve, renovate or make additions to the Property
central heating, ventilation, air conditioning, electrical, mechanical or plumbing systems. When
exercising the Reserved Right, Landlord will interfere with Tenant's use and occupancy of the Premises
as little as is reasonably practicable.
In the event that Landlord exercises its repair obligation within the Premises, other than
in the event of a damage or destruction (which shall be governed by Article 23 hereof), Landlord shall
endeavor to complete such repairs within fifteen (15) days after being notified of such repair obligation by
Tenant, or if same cannot reasonably be repaired within such fifteen (15) day period, within a reasonable
period of time, provided Landlord commences to repair within such fifteen (15) day period and diligently
pursues same to completion.
(c) Landlord warrants and represents that as of the date of this Lease the Building
and all Common Areas of the Building and the Property are in compliance with the federal American with
Disabilities Act and with the New York Accessibility Standards.
(d) Any and all Leasehold Improvements and/or Installations will be performed
in accordance with Landlords Sustainability Practices, including any third-party rating system
applicable to the Building, the Property and the Premises. Tenant agrees to engage a qualified
third party LEED Accredited Professional or similarly qualified Green Globe professional during
the design phase and throughout construction of any Leasehold Improvements and/or Installations
to review all plans, permit applications, demolition plans, material and resource procurement,
construction debris and waste management procedures to ensure they comport with Landlords
Sustainability Practices.
(e) Tenant agrees and acknowledges that it will apply for, obtain and maintain
[LEED, Green Globes or equivalent Commercial Interiors certification for the Premises at
Tenants sole cost and expense].
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10. SIGNAGE AND GRAPHICS. At the commencement of the Lease Term, Landlord
shall provide and install, at Landlords cost, all letters or numerals or signs identifying Tenant on the
existing Building directory and on a Building standard sign at the main entrance door to the Premises.
Any change to such signage requested by Tenant and approved by Landlord shall be installed by Landlord
at Tenants sole cost. All such letters and numerals shall be in the standard graphics for the Building and
no others shall be used or permitted on the Premises. Tenant shall be permitted, at Tenants sole cost and
expense, to place a sign on the existing monument sign. The style, color, location and method of
installation shall be subject to the prior written approval of Landlord. Tenant shall remove such sign at the
expiration or earlier termination of the Lease and make any and all repairs arising from such removal.
Notwithstanding the foregoing to the contrary, Landlord may require Tenant to remove its sign from the
monument on thirty (30) days prior written notice if a tenant larger than Tenant (by rentable square
footage measurement) requests monument signage.
11. SURRENDER OF THE PREMISES BY TENANT. At the termination of this Lease,
whether caused by lapse of time or otherwise, Tenant shall at once surrender possession of the Premises
and deliver said Premises to Landlord in as good repair and condition as at the commencement of
Tenants occupancy, reasonable wear and tear and damage or destruction by fire or other casualty
excepted, and shall deliver to Landlord all keys to the Premises, and, if such possession is not
immediately surrendered, Landlord may forthwith enter upon and take possession of the Premises and
expel or remove Tenant and any other person who may be occupying said Premises, or any part thereof,
without having any civil or criminal liability therefor. Tenant shall, by the expiration date or, if this Lease
is earlier terminated, within seven (7) days after the termination, remove from the Premises and make
such arrangements as to salvage, reuse or recycle pursuant to Landlords Sustainability Practices,
at the sole expense of Tenant, (i) all furniture, equipment, movable trade fixtures and other personalty
installed or placed in the Premises by or on behalf of Tenant, including but not limited to raised floors and
cabling (hereinafter called Tenants Property) (unless Landlord is asserting its lien rights therein), (ii)
all Non-Structural Installations, and (iii) Structural Installations where removal has been required by
Landlord pursuant to Paragraph 9. All such removals shall be accomplished in a good workmanlike
manner so as not to damage the Premises or the primary structure or structural qualities of the Building or
the plumbing, electrical lines or other utilities. Tenant shall report to Landlord, in a format
determined by Landlord, all methods used by Tenant to salvage, reuse or recycle Tenants
Property, Non-Structural and Structural Installations referenced in the preceding sentence. If
Tenant fails to deliver the Premises in the condition aforesaid, then Landlord may restore the Premises to
such condition at Tenants expense. All Tenants Property required to be removed by this paragraph not
removed within the time period required hereunder shall be conclusively presumed to have been
abandoned by Tenant and Landlord may, at its option, take over the possession of such property and
either (i) declare same to be the property of Landlord by written notice thereof to Tenant or (ii) at the sole
cost and expense of Tenant remove the same or any part thereof in any manner that Landlord shall choose
and store the same without incurring liability to Tenant or any other person.
12. REPAIR AND MAINTENANCE BY TENANT.
(a) Tenant shall keep the Premises including all fixtures and carpet therein in good
and tenantable condition and shall promptly make all necessary nonstructural repairs and replacements
thereto except those caused by fire or other casualty covered by insurance on the Property under policies
naming Landlord as the insured, all at Tenants sole expense, under the supervision and with the approval
of Landlord. All maintenance, repairs, and replacements made by Tenant must comply with
Landlords Sustainability Practices, including but not limited to any third-party rating system
requirements applicable at such time for the Building, the Premises, or the Property. If Landlord
reasonably requires Tenant to do so, Tenant agrees to engage a qualified third party LEED
Accredited Professional or similarly qualified Green Globe professional for said repairs and
replacements. Said repairs and replacements shall be in quality and class equal to the original work.
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Without diminishing such obligation of Tenant, if Tenant fails to make such repairs and replacements
within ten (10) days after the occurrence of the damage or injury, (or if same cannot reasonably be
repaired within such ten (10) day period within a reasonable period of time, provided Tenant commences
to repair within such ten (10) day period and diligently pursues same to completion. Landlord may at its
option make such repair and Tenant shall pay Landlord for the cost thereof within thirty (30) days after
receipt of an invoice. In addition, Tenant shall pay the cost of repair and replacement due to damage or
injury (except those caused by fire or other casualty covered by insurance on the Property under policies
naming Landlord as the insured) done to the Property (other than the Premises) or any part thereof by
Tenant or Tenants agents, employees or invitees. Such amount shall be paid by Tenant to Landlord
within thirty (30) days of receipt of an invoice.
(b) Subject to Paragraphs 22, 23 and 24 of this Lease, Tenant shall maintain and
repair all supplemental HVAC units, data and phone cabling, and any and all other installations and
equipment installed in the Premises, below the raised floor tiles of the Premises or elsewhere in the
Building (such equipment and installations collectively referred to as the Tenant Service Equipment)
installed by or on behalf of Tenant and which services only the Premises. Landlord shall provide and
install all original bulbs and tubes for Building standard lighting fixtures within the Premises and all
replacement tubes for such lighting as an Annual Operating Charge; all other bulbs, tubes and lighting
fixtures for the Premises shall be provided and installed by Tenant at Tenants costs and expense, and
must comply with Landlords Sustainability Practices, including but not limited to any third-party
rating system requirements applicable at such time for the Building, the Premises, or the Property.
Tenant is responsible for reporting lighting purchases to Landlord in a format determined by
Landlord. Tenant shall notify Landlord prior to performing any repair, maintenance or replacement of
the Tenant Service Equipment and the same shall be performed in accordance with the standards and
conditions applicable to maintenance, repairs and replacements performed by Tenant pursuant to
Paragraph 12(a). Landlord shall have no liability for any repair, maintenance or replacement cost incurred
in connection with the Tenant Service Equipment. All Tenant Service Equipment shall become property
of Landlord at the expiration or earlier termination of the Lease; provided that, if requested by Landlord,
Tenant shall remove the Tenant Service Equipment on or before the Expiration Date or, if this Lease is
terminated earlier, within seven (7) days after such termination. All removals shall be accomplished in
accordance with the standards for removals under Paragraph 11 hereof. Tenant shall indemnify and hold
Landlord harmless from, and reimburse Landlord for and with respect to, any and all costs, expenses
(including reasonable attorneys fees), claims and causes of action arising from or incurred by and/or
asserted in connection with the (i) maintenance, repair, replacement of the Tenant Service Equipment and
(ii) any damage or injury arising out of or resulting from or in connection with the Tenant Service
Equipment.
13. USE OF ELECTRICAL SERVICES AND TELECOMMUNICATIONS
EQUIPMENT BY TENANT. Tenants use of electrical services furnished by Landlord shall be subject
to the following:
(a) Tenants electrical equipment and overhead lighting shall be restricted to that
equipment and lighting which both individually and collectively do not have an electrical design load
greater than equipment and lighting normally utilized in general office use and do not use electric current
in excess of the capacity of the feeders or lines to the Building or the risers or wiring of the Building or
Premises.
(b) Landlord acknowledges that Tenant has disclosed to Landlord that it anticipates
that certain of its employees on a regular basis will be occupying the Premises after normal business
hours including weekend and holiday periods and that the Base Rental provided for herein includes
consideration for such extended use of the Premises by Tenant, however, Landlord and Tenant
acknowledge and agree that should Tenants consumption of electrical services significantly exceed
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normal consumption anticipated by that of an ordinary tenant utilizing similar premises for general office
use, then Landlord may require:
(i) Tenant shall pay for all costs of installation and maintenance of
submeters, wiring, air conditioning and other items required by Landlord, in Landlords reasonable
discretion, to accommodate Tenants excess design loads and capacities.
(ii) Tenant shall pay to Landlord, within thirty (30) days of receipt of an
invoice, the cost of the excess demand and consumption of electrical service at rates determined by
Landlord which shall be in accordance with any applicable laws.
(iii) Landlord may, at its option, upon not less than thirty (30) days prior
written notice to Tenant, discontinue the availability of such extraordinary utility service. If Landlord
gives any such notice, Tenant will contract directly with the public utility for the supplying of such utility
service to the Premises.
(c) Landlord shall be responsible for all Building standard fluorescent bulb and
ballast replacements in the Premises, but Tenant shall pay to Landlord, within thirty (30) days of receipt
of an invoice, all costs incident thereto.
(d) In the event that Tenant wishes at anytime to utilize the services of a telephone or
telecommunications provider whose equipment is not then servicing the Building, no such provider shall
be permitted to install its lines or other equipment within the Building without first securing the prior
written approval of Landlord, which approval shall include, without limitation, approval of the plans and
specifications for the installation of the lines and/or other equipment within the Building. Landlords
approval shall not be deemed any kind of warranty or representation by Landlord, including, without
limitation, any warranty or representation as to the suitability, competence, or financial strength of the
provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied
to Landlords satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord
shall incur no expense whatsoever with respect to any aspect of the providers provision of its services,
including without limitation, the costs of installation, materials and services; (ii) prior to commencement
of any work in or about the Building by the provider, the provider shall supply Landlord with such written
indemnities, insurance, financial statements, and such other items as Landlord determines to be necessary
to protect its financial interests and the interests of the Building relating to the proposed activities of the
provider; (iii) the provider agrees to abide by such rules and regulations, Building and other codes, job
site rules and such other requirements as are determined by Landlord to be necessary to protect the
interests of the Building, the tenants in the Building and Landlord; (iv) Landlord determines that there is
sufficient space in the Building for the placement of all of the providers equipment and materials; (v) the
provider agrees to abide by Landlord requirements, if any, that provider use existing Building conduits
and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord receives
from the provider such compensation as is determined by Landlord to compensate it for space used in the
Building for the storage and maintenance of the providers equipment, for the fair market value of a
providers access to the Building, and the costs which may reasonably be expected to be incurred by
Landlord; (vii) the provider agrees to deliver to Landlord detailed as built plans immediately after the
installation of the providers equipment is complete; and (viii) all of the foregoing matters are
documented in a written license agreement between Landlord and the provider, the form and content of
which is reasonably satisfactory to Landlord. Provided the above conditions are met Landlord agrees to
process the request as promptly as possible.
14. RULES AND REGULATIONS. Tenant and Tenants agents, employees and invitees
will comply fully with all requirements of the Rules and Regulations (as changed from time to time as
hereinafter provided) which are attached hereto as Exhibit C and made a part hereof as though fully set
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out herein. Landlord shall at all times have the right to change such Rules and Regulations or to
promulgate other Rules and Regulations in such reasonable manner as may be deemed advisable for the
management, safety, care or cleanliness of the Property, and for preservation of good order therein;
provided, however, that such changes shall not become effective and a part of this Lease until a copy
thereof shall have been delivered to Tenant. Landlord shall apply the Rules and regulations in a
nondiscriminatory manner. Tenant shall further be responsible for the compliance with such Rules and
Regulations by the employees, servants, agents, visitors and invitees of Tenant.
15. ENTRY BY LANDLORD. Tenant agrees to permit Landlord or its agents or
representatives, after notice (written or oral) from Landlord (except that in the event of emergency, no
notice shall be required), to enter into and upon any part of the Premises during ordinary business hours,
or at such other times as Landlord deems appropriate, to inspect the same, or to show the Premises to
prospective purchasers, tenants, mortgagees or insurers, but in regard to prospective tenants such entry
shall be limited to the last twelve (12) months of the initial Term if Tenant has not exercised its Renewal
Option as set forth in Section 55 hereof, or if Tenant has exercised such Renewal Option to the last twelve
(12) months of the Renewal Term unless Tenant has further extended this Lease, or to clean or make
repairs, alterations or additions thereto (but without any obligation to do so, except as expressly provided
for herein) and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof.
Landlord shall use commercially reasonable efforts in connection with any such entry (except in the event
of an emergency) to minimize interference with the operations of Tenant, but the foregoing shall not
obligate Landlord to conduct such entry or repairs after hours, unless such work within the Premises is for
the sole benefit of another tenant in the Building.
16. ASSIGNMENT AND SUBLETTING.
(a) Tenant shall not, without the prior written consent of Landlord, (i) assign or in
any manner transfer this Lease or any estate or interest therein, or permit any assignment of this Lease or
any estate or interest therein by operation of law, or (ii) sublet the Premises or any part thereof, or
(iii) grant any license, concession or other right of occupancy of any portion of the Premises, or
(iv) permit the use of the Premises by any parties other than Tenant, its agents and employees; provided,
however, with respect to any proposed assignment of this Lease or subletting of the Premises, Landlord
agrees not to unreasonably withhold its consent so long as Landlord does not elect to terminate this Lease
pursuant to subparagraph (b) below. Landlord shall be deemed to have reasonably withheld its consent to
any assignment or sublease if the refusal is based on (i) in the event of a proposed assignment or sublet,
Landlords good faith determination that such assignee or subtenant is not of the character or quality of a
tenant to whom Landlord would generally lease space in the Building, (ii) in the event of a proposed
assignment or sublease, that Landlord has knowledge that the proposed assignee or subtenant has
financial problems; (iii) the fact that such assignment or sublease is not in form and of substance
reasonably satisfactory to Landlord, (iv) such assignment or sublease conflicts in any manner with this
Lease, including, but not limited to, the Permitted Use, (v) the proposed assignee or subtenant is a tenant
of the Building or Landlord is negotiating with the proposed assignee or subtenant to become a tenant of
the Building, (vi) the subtenant or assignee is a governmental entity or a medical office, (vii) the
subtenants or assignees primary business is prohibited by any non-compete clause then affecting the
Building, (viii) the assignment or sublease would cause Landlord to breach any covenants or contractual
obligations to which the Property or Landlord is subject, and (ix) if Tenant requests Landlords consent
for any assignment or sublet to a proposed assignee/subtenant whose proposed use or operation in
the Premises may or would cause the Building, the Premises or the Property or any part thereof not
to comport with Landlords Sustainability Practices or any third-party rating system applicable to
the Building. . Consent by Landlord to one or more assignments or sublettings shall not operate as a
waiver of Landlords rights as to any subsequent assignments and sublettings. Notwithstanding any
assignment or subletting, Tenant and any guarantor of Tenants obligations under this Lease shall at all
times remain fully responsible and liable for the payment of the rent herein specified and for compliance
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with all of Tenants other obligations under this Lease. To the extent the rentals or income derived from
any sublease or assignment exceed the rentals due hereunder, (less the Tenants costs incurred and paid in
connection with said sublease or assignment, including brokerage fees, free rent, tenant improvement
costs, etc.) fifty (50%) percent of such excess rentals and income shall be the property of and paid over to
Landlord in consideration for Landlords consent to the applicable assignment or sublease and the
remaining fifty (50%) percent shall be the property of Tenant.. If an event of default, as hereinafter
defined, should occur while the Premises or any part thereof are then assigned or sublet, Landlord, in
addition to any other remedies herein provided or provided by law, may at its option collect directly from
such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply
such rent against any sums due to Landlord by Tenant hereunder and Tenant hereby authorizes and directs
any such assignee or subtenant to make such payments of rent directly to Landlord upon receipt of notice
from Landlord. No direct collection by Landlord from any such assignee or subtenant shall be construed
to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of
its obligations hereunder. Receipt by Landlord of rent from any assignee, subtenant or occupant of the
Premises shall not be deemed a waiver of the covenant in this Lease contained against assignment and
subletting or a release of Tenant under this Lease. The receipt by Landlord to any such assignee or
subtenant obligated to make payments of rent shall be a full and complete release, discharge, and
acquittance to such assignee or subtenant to the extent of any such amount of rent so paid to Landlord.
Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Premises.
Notwithstanding the foregoing provisions to the contrary, Tenant may, upon at least thirty (30) days prior
written notice to Landlord, merge or be consolidated into a corporation or other entity into which all or
substantially all of Tenants assets are transferred, provided that such merger, consolidation or transfer of
assets is for a good business purpose and not principally for the purpose of transferring the leasehold
estate created hereby, and that neither of such events will constitute a breach of the restrictions set forth
in this Article 16.
(b) If Tenant requests Landlords consent to an assignment of the Lease or subletting
of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee
or subtenant, the proposed commencement date of such assignment or subletting, the nature and character
of the business of the proposed assignee or subtenant and the proposed rates, terms and other pertinent
conditions of such assignment or subletting. Landlord shall have the option (to be exercised within
fifteen (15) days from the submission of Tenants written request) to (i) consent to such proposed
assignment or subletting, (ii) refuse to consent to such proposed assignment or subletting or (iii) if such
proposed assignment or subletting is for fifty (50%) percent or more of the Premises, cancel this Lease (or
the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-
mentioned notice of subletting or assignment. If Landlord fails to notify Tenant of its election within
such fifteen (15) day period, Landlord shall be deemed to have given its consent to such proposed
assignment or subletting. If Landlord elects to cancel this Lease as stated, then the Lease Term, and the
tenancy and occupancy of the Premises by Tenant thereunder, shall cease, terminate, expire, and come to
an end as if such cancellation date was the original termination date of this Lease.
(c) Landlord shall have the right to transfer, assign and convey, in whole or in part,
the Building and/or the Property and any and all of its rights under this Lease, and in the event Landlord
assigns its rights under this Lease, Landlord shall thereby be released from any further obligations
hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance
of such obligations, provided that such successor in interest assumes the obligations of Landlord under
this Lease.
17. MECHANICS LIENS. Tenant will not permit any mechanics lien or liens to be
placed upon the Premises or any portion of the Property during the term hereof caused by or resulting
from any work performed, materials furnished or obligation incurred by or at the request of Tenant and
nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of
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Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or
the furnishing of any materials to the Premises, or any part thereof, nor as giving Tenant any right, power
or authority to contract for or permit the rendering of any services or the furnishing of any materials that
would give rise to any mechanics or other liens against the interest of Landlord in the Premises or any
portion of the Property. In the event any such lien is attached to the Premises or any portion of the
Property, Tenant shall, within ten (10) days after written notice from Landlord of the filing of such lien,
fully discharge the lien by settling the claim which resulted in the lien and receiving a court discharge of
same, or by bonding or insuring over the lien in the manner prescribed by the applicable lien law. If
Tenant shall fail to discharge such mechanics lien within such period, then, in addition to any other right
or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same. Any amount paid
by Landlord for any of the aforesaid purposes and all reasonable legal and other expenses of Landlord,
including reasonable counsel fees, in defending any such action or in procuring the discharge of such lien,
with all disbursements in connection therewith, shall be paid by Tenant to Landlord within thirty (30)
days of receipt of an invoice therefor.
18. PROPERTY INSURANCE. Landlord shall maintain fire and extended coverage
insurance on the Property and the Premises (including the Leasehold Improvements) in such amounts as
Landlord shall deem reasonable. Such insurance shall be maintained at the expense of Landlord (as a part
of the Basic Costs), and payments for losses thereunder shall be made solely to Landlord or the
mortgagees of Landlord as their interests shall appear. Tenant shall maintain at its expense, in an amount
equal to full replacement cost, fire and extended coverage insurance on all of Tenants Property. To the
extent available, Tenant shall procure and maintain throughout the Lease Term Green Property
endorsements to all insurance policies.
19. LIABILITY INSURANCE. Tenant shall, at its sole cost and expense, procure and
maintain through the Lease Term Commercial General Public Liability insurance against claims for
bodily injury or death and property damage occurring in or upon or resulting from the Premises, such
insurance to insure both Tenant and, as an additional named insured, Landlord and its officers, employees
and agents, to be in standard form, to be issued by such insurance company or companies as may have a
Bests Insurance rating of A-IX or better, and to afford immediate protection, to the limit of not less than
$3,000,000 in respect of any one accident or occurrence, and to the limit of not less than $1,000,000 for
property damage, with not more than a $10,000 deductible. Such Commercial General Public Liability
insurance shall include Contractual Liability coverage which insures contractual liability under the
indemnification of Landlord by Tenant set forth in this Lease (but such coverage or the amount thereof
shall in no way limit such indemnification). Tenant shall maintain with respect to each policy or
agreement evidencing such Commercial General Public Liability insurance and each policy or agreement
evidencing the insurance required pursuant to Paragraph 18 above, such endorsements as may be required
by Landlord and shall at all times deliver and maintain with Landlord a duplicate original or certified
copy of such policies or a certificate with respect to such insurance in form satisfactory to Landlord.
Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least
five (5) days prior to cancellation of such insurance. Such policies or duly executed certificates of
insurance relating thereto shall be delivered to Landlord prior to Tenants occupancy of the Premises and
renewals thereof as required shall be delivered to Landlord at least thirty (30) days prior to the expiration
of the respective policy terms. If Tenant fails to comply with the foregoing requirements relating to
insurance, Landlord may, following ten (10) days written notice to Tenant, obtain such insurance and
Tenant shall pay to Landlord within thirty (30) days of receipt of an invoice the premium cost thereof.
20. LIABILITY OF LANDLORD. Unless caused by Landlords gross negligence or
willful misconduct, Landlord shall not be liable to Tenant or to Tenants employees, agents, licensees, or
visitors, or to any other person whomsoever, for any injury, loss or damage (REGARDLESS OF
WHETHER SUCH INJURY, LOSS OR DAMAGE IS CAUSED BY OR ARISES OUT OF
LANDLORDS NEGLIGENCE OR THE NEGLIGENCE OF ANY EMPLOYEE OR AGENT OF
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LANDLORD OR ANY STRICT LIABILITY) to person or property (i) due to the Property or the
Building or the Land or any part thereof becoming out of repair or by defect in or failure of pipes or
wiring, or by the backing up of drains or by the bursting or leaking of pipes, faucets and plumbing
fixtures or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Premises, or
(ii) that may be occasioned by or through the acts or omissions of other tenants in the Building or of any
other persons whatsoever, or (iii) that may be occasioned by theft, fire, act of God, public enemy,
injunction, riot, insurrection, war, court order, requisition or order of governmental authority, or any other
matter beyond the control of Landlord. Tenant agrees that all of Tenants Property shall be at the risk of
Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof
(REGARDLESS OF WHETHER SUCH LOSS, DAMAGE OR THEFT IS CAUSED BY OR
ARISES OUT OF LANDLORDS NEGLIGENCE OR THE NEGLIGENCE OF ANY
EMPLOYEE OR AGENT OF LANDLORD OR ANY STRICT LIABILITY), except where caused
by the gross negligence or willful misconduct of Landlord.
21. INDEMNIFICATION.
(a) Subject to the exclusions set forth below in this Paragraph, Tenant will indemnify
and hold harmless Landlord, the property manager of the Property (Property Manager), their respective
officers, directors, and employees and any other parties for whom Landlord and/or Property Manager are
legally responsible (each a Landlord Indemnified Party) from, and shall reimburse each Landlord
Indemnified Party for and with respect to, any and all costs, expenses (including, without limitation,
reasonable attorneys fees), claims, demands, actions, proceedings, judgments, hearings, damages, losses
and liabilities brought or asserted by or payable to any third party on account of personal injury, death,
property damage or any other form of injury or damage (each a Claim and collectively the Claims)
arising out of or relating to (i) an incident or event which occurred within or on the Premises, EVEN IF
THE (X) INCIDENT OR EVENT IS THE RESULT OF OR CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OF ANY LANDLORD INDEMNIFIED PARTY OR (Y) THE
LANDLORD INDEMNIFIED PARTY IS STRICTLY LIABLE FOR ANY CLAIM ARISING
FROM SUCH INCIDENT OR EVENT, (ii) the use or occupancy of the Premises, EVEN IF (X)
THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OF ANY LANDLORD INDEMNIFIED PARTY OR (Y) THE LANDLORD INDEMNIFIED
PARTY IS STRICTLY LIABLE FOR SUCH CLAIM, or (iii) any breach of this Lease by Tenant
which resulted in a Claim. The indemnification and reimbursement obligations of Tenant under this
subparagraph shall not apply to a Claim (i) waived by Landlord under Paragraph 22 below or any other
provision of this Lease, or (ii) arising out of the gross negligence or intentional misconduct of the
Landlord Indemnified Party. If a third party files a lawsuit or brings any other legal action asserting a
Claim against a Landlord Indemnified Party and that is covered by Tenants indemnity, then Tenant, upon
notice from a Landlord Indemnified Party, shall resist and defend such Claim at Tenants expense through
counsel reasonably satisfactory to the Landlord Indemnified Party. Tenants obligations under this
Paragraph shall survive the termination of this Lease.
(b) Subject to the exclusions set forth below in this Paragraph, Landlord will
indemnify and hold harmless Tenant and its officers, directors, and employees and any other parties for
whom Tenant is legally responsible (each a Tenant Indemnified Party) from, and shall reimburse each
Tenant Indemnified Party for and with respect to, any and all Claims (as defined in subparagraph (a)
above) arising out of or relating to (i) an incident or event which occurred within or on the Common
Areas, EVEN IF THE (X) INCIDENT OR EVENT IS THE RESULT OF OR CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OF ANY TENANT INDEMNIFIED PARTY OR (Y) THE
TENANT INDEMNIFIED PARTY IS STRICTLY LIABLE FOR ANY CLAIM ARISING FROM
SUCH INCIDENT OR EVENT, (ii) the use of the Common Areas, EVEN IF (X) THE CLAIM IS
THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF ANY
TENANT INDEMNIFIED PARTY OR (Y) THE TENANT INDEMNIFIED PARTY IS
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STRICTLY LIABLE FOR SUCH CLAIM, or (iii) any breach of this Lease by Landlord and which
resulted in a Claim. The indemnification and reimbursement obligations of Landlord under this
subparagraph shall not apply to a Claim (i) waived by Tenant under Paragraph 22 below or any other
provision of this Lease, or (ii) arising out of the gross negligence or intentional misconduct of the Tenant
Indemnified Party. If a third party files a lawsuit or brings any other legal action asserting a Claim
against a Tenant Indemnified Party and that is covered by Landlords indemnity, then Landlord, upon
notice from the Tenant Indemnified Party, shall resist and defend such Claim at Landlords expense
through counsel reasonably satisfactory to the Tenant Indemnified Party. Landlords obligations under
this subparagraph shall survive the termination of this Lease.
22. WAIVER OF SUBROGATION. Notwithstanding any provision to the contrary
contained herein, each party hereto hereby waives any and every claim which arises or may arise in its
favor and against the other party hereto during the Lease Term or any extension or renewal thereof for
any and all loss of or damage to any of its property (REGARDLESS OF WHETHER SUCH LOSS OR
DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT,
ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR INVITEES), which loss or damage would be covered by
the fire and extended coverage insurance policies required to be carried by such party by the terms of this
Lease. Said waivers shall be in addition to, and not in limitation or derogation of, any other waiver or
release contained in this Lease with respect to any loss or damage to property of the parties hereto.
Inasmuch as the above mutual waivers will preclude the assignment of any aforesaid claim by way of
subrogation (or otherwise) to an insurance company (or an other person), each party hereto hereby agrees
immediately to give to each insurance company which has issued to it policies of fire and extended
coverage insurance written notice of the terms of said mutual waivers, and to have said insurance policies
properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said
waivers.
23. CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be
so damaged by fire or other casualty that substantial alteration or reconstruction of the Building shall, in
Landlords reasonable opinion, be required (whether or not the Premises shall have been damaged by
such fire or other casualty) or in the event any mortgagee of Landlord should require that the insurance
proceeds payable as a result of said fire or other casualty be applied in reduction of the mortgage debt or
in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this
Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such
damage in which event the rent hereunder shall be abated as of the date of such damage. If Landlord is
not entitled to or does not thus elect to terminate this Lease, Landlord shall commence and proceed with
reasonable diligence to restore the Building and the Premises (including Leasehold Improvements) to
substantially the same condition in which they were immediately prior to the happening of the casualty
but Landlord shall not in any event be required to incur costs or expense in excess of the insurance
proceeds actually received by Landlord as a result of the casualty; provided however that in the event that
Landlord elects to restore the Premises it shall restore them to a comparable condition to that which
existed prior to such casualty. In performing such work, Landlord shall not be responsible for delays
outside its control. In no event shall Landlord be required to rebuild, repair or replace any part of
Tenants Property. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting in any way from such damage or the repair thereof. If the Premises or
any other portion of the Property is damaged by fire or other casualty resulting from the fault or
negligence of Tenant or any of Tenants agents, employees or invitees, the rent hereunder shall not be
diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of the
repair and restoration of the Property caused thereby to the extent such cost and expense is not covered by
or would not be covered by Landlords insurance proceeds. Any insurance which may be carried by
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Landlord or Tenant against loss or damage to the Premises shall be for the sole benefit of the party
carrying such insurance and under its sole control.
24. CONDEMNATION. If the whole or substantially the whole of the Building or the
Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise, or
should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical
possession of the Building or the Premises is taken by the condemning authority. If less than the whole or
substantially the whole of the Building or the Premises is thus taken or sold, Landlord (whether or not the
Premises are affected thereby) may terminate this Lease by giving written notice thereof to Tenant, in
which event this Lease shall terminate as of the date when physical possession of such portion of the
Building or Premises is taken by the condemning authority. If this Lease is not so terminated upon any
such taking or sale, the Base Rental payable hereunder shall be diminished by an equitable amount, and
Landlord shall, to the extent Landlord deems feasible, restore the Building and the Premises (including
the Leasehold Improvements) to substantially their former condition, but Landlord shall not in any event
be required to spend for such work an amount in excess of the amount received by Landlord as
compensation or damages (over and above amounts going to the mortgages of the property taken and
amounts expended in collecting said compensation or damages) for the part of the Building or the
Premises so taken. In performing such work, Landlord shall not be responsible for delays outside its
control. All amounts awarded upon a taking of any part or all of the Building or the Premises including
any award for the value of any unexpired Lease Term shall belong to Landlord and Tenant shall not be
entitled to and expressly waives all claims to any such compensation. However, Tenant may file a
separate claim at its sole cost and expense for Tenants Property and Tenants reasonable relocation
expenses, provided that such claim is a separate and distinct claim from Landlords and that such claim
does not in any manner diminish the award to which Landlord is entitled.
25. TAXES ON TENANTS PROPERTY. Tenant shall be liable for all taxes levied or
assessed against Tenants Property. If any such taxes for which Tenant is liable are levied or assessed
against Landlord or Landlords property and if Landlord elects to pay the same or if the assessed value of
Landlords property is increased by inclusion of personal property, furniture or fixtures placed by Tenant
in the Premises, and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord
within thirty (30) days of receipt of an invoice that part of such taxes for which Tenant is liable hereunder.
26. EVENTS OF DEFAULT/REMEDIES.
(a) Events of Default. The following events shall be deemed to be events of default
by Tenant under this Lease: (i) Tenant shall fail to pay any installment of the rent after five (5) days
written notice of such nonpayment by Tenant provided, however, Landlord shall not be required to give
such written notice of nonpayment of rent more than once during any twelve (12) consecutive month
period; (ii) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the
payment of rent and the events described in subparts (iii) and (iv) following, and shall not cure such
failure within five (5) days after written notice thereof to; (iii) the failure to maintain any insurance
required hereunder, (iv) an assignment of this Lease or a sublease of all or any portion of the Premises
without Landlords consent, (v) the leasehold hereunder demised shall be taken on execution or other
process of law in any action against Tenant; (vi) Tenant shall fail to promptly move into and take
possession of the Premises when the Premises are ready for occupancy or shall cease to do business in or
abandon any substantial portion of the Premises; (vii) Tenant becomes insolvent, or makes or a transfer in
fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to
pay its debts as they become due; (viii) Tenant is not paying its debts as such debts become due; (ix) a
receiver, trustee or custodian is appointed for, or takes possession of, all or substantially all of the assets
of Tenant or any of the Premises, either in a proceeding brought by Tenant or in a proceeding brought
against Tenant and such appointment is not discharged or such possession is not terminated within sixty
(60) days after the effective date thereof or Tenant consents to or acquiesces in such appointment or
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possession; (x) Tenant files a petition for relief under the Federal Bankruptcy Code, or any other present
or future federal or state insolvency, bankruptcy or similar law (all of the foregoing hereinafter
collectively called applicable Bankruptcy Law) or an involuntary petition for relief is filed against
Tenant under any applicable Bankruptcy Law and such petition is not dismissed within sixty (60) days
after the filing thereof, or an order for relief naming Tenant is entered under any applicable Bankruptcy
Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or
hereafter existing is requested or consented to by Tenant; (xi) violates any of Landlords Sustainability
Practices; and (xii) violates any Lender sustainability requirements pursuant to the mortgage or deed of
trust.
(b) Remedies of Landlord. Upon the occurrence of any event of default by Tenant
under this Lease, Landlord, at its option, may, in addition to all other rights and remedies provided herein
or at law or in equity, exercise one or more of the remedies set forth below.
(i) Termination of the Lease. Upon the occurrence of an event of default by
Tenant hereunder, Landlord may, without judicial process, terminate this Lease by giving written notice
thereof to Tenant (whereupon all obligations and liabilities of Landlord hereunder shall terminate) and,
without further notice and without liability, repossess the Premises. Landlord shall be entitled to recover
all loss and damage Landlord may suffer by reason of such termination, whether through inability to relet
the Premises on satisfactory terms or otherwise, including without limitation, the following (without
duplication of any element of damages):
(A) accrued rent to the date of termination, plus late charges thereon
as provided in Paragraph 43 and interest thereon at the rate established under
Paragraph 43 from the date due through the date paid or date of any judgment or award
by any court of competent jurisdiction, attorneys fees, moving allowances and any other
costs incurred by Landlord in connection with making or executing this Lease, the cost of
recovering the Premises and the costs of reletting the Premises (including, without
limitation, advertising costs, brokerage fees, leasing commissions, reasonable attorneys
fees and refurbishing costs and other costs in readying the Premises for a new tenant, but
such refurbishing costs shall be comparable to those expended for Tenant at the
commencement of the term);
(B) the present value of the Rent (discounted at a rate of interest
equal to eight percent (8%) per annum (the Discount Rate) that would have accrued
under this Lease for the balance of the Lease Term but for such termination, reduced by
the present value of the reasonable fair market rental value of the Premises for such
balance of the Lease Term discounted at the Discount Rate.
If such termination is caused by the failure to pay rent and/or the abandonment of all or any substantial
portion of the Premises, Landlord may elect, by sending written notice thereof to Tenant, to receive
liquidated damages in an amount equal to the Base Rental payable hereunder for the month during which
this Lease is terminated times the lesser of (A) fourteen (14), or (B) the number of full calendar months
remaining in the Lease Term at the time of such termination. Such liquidated damages shall be in lieu of
the payment of loss and damage Landlord may suffer by reason of such termination as provided above but
which shall not be in lieu of or reduce in any way any amount (including accrued rent) or damages due to
breach of covenant (whether or not liquidated) payable by Tenant to Landlord which accrued prior to the
termination of this Lease. Nothing contained in this Lease shall limit or prejudice the right of Landlord to
prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this
Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, the damages are to be proved, whether or not the amount be
greater, equal to, or less than the amount of the loss or damages referred to above.
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(ii) Repossession and Re-Entry. Upon the occurrence of an event of default
by Tenant hereunder, Landlord may, without judicial process, immediately terminate Tenants right of
possession of the Premises (whereupon all obligations and liability of Landlord hereunder shall
terminate), but not terminate this Lease, and, without notice, demand or liability, enter upon the Premises
or any part thereof, take absolute possession of the same, expel or remove Tenant and any other person or
entity who may be occupying the Premises and change the locks. If Landlord terminates Tenants
possession of the Premises under this subparagraph 26(b)(ii), (A) Landlord shall have no obligation
whatsoever to tender to Tenant a key for new locks installed in the Premises, (B) Tenant shall have no
further right to possession of the Premises and (C) Landlord shall use reasonable efforts to relet the
Premises or any part thereof on such terms as Landlord deems advisable, taking into account the factors
described in subparagraph 26(b)(vi). Any rent received by Landlord from reletting the Premises or a part
thereof shall be applied first, to the payment of any indebtedness other than rent due hereunder from
Tenant to Landlord (in such order as Landlord shall designate), second, to the payment of any cost of such
reletting, including, without limitation, refurbishing costs, reasonable attorneys fees, advertising costs,
brokerage fees and leasing commissions and third, to the payment of rent due and unpaid hereunder (in
such order as Landlord shall designate), and Tenant shall satisfy and pay to Landlord any deficiency upon
demand therefor from time to time. Landlord shall not be responsible or liable for any failure to collect
any rent due upon any such reletting. No such re entry or taking of possession of the Premises by
Landlord shall be construed as an election on Landlords part to terminate this Lease unless a written
notice of such termination is given to Tenant pursuant to subparagraph 26(b)(i) above. If Landlord relets
the Premises, either before or after the termination of this Lease, all such rentals received from such lease
shall be and remain the exclusive property of Landlord and Tenant shall not be, at any time, entitled to
recover any such rental. Landlord may at any time after a reletting elect to terminate this Lease.
(iii) Cure of Default. Landlord may, without judicial process, enter upon the
Premises, without having any liability therefor and do whatever Tenant is obligated to do under the terms
of this Lease and Tenant agrees to reimburse Landlord within five (5) days of receipt of an invoice for
any expenses which Landlord may incur in effecting compliance with Tenants obligations under this
Lease, and TENANT FURTHER AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY
DAMAGES RESULTING TO TENANT FROM SUCH ACTION, INCLUDING DAMAGES CAUSED
BY THE NEGLIGENCE OF LANDLORD.
(iv) Continuing Obligations. No repossession of or re entering upon the
Premises or any part thereof pursuant to subparagraph 26(b)(ii) or 26(b)(iii) above or otherwise and no
reletting of the Premises or any part thereof pursuant to subparagraph 26(b)(ii) above shall relieve Tenant
or any Guarantor of its liabilities and obligations hereunder, all of which shall survive such repossession
or re entering. In the event of any such repossession of or re entering upon the Premises or any part
thereof by reason of the occurrence of a default, Tenant will continue to pay to Landlord all rent required
to be paid by Tenant.
(v) Cumulative Remedies. No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy and each and every right and
remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or
hereafter existing at law or in equity or by statute. In addition to the other remedies provided in this
Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of
the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or
provisions of this Lease, or to a decree compelling performance of any of the covenants, agreements,
conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity.
(vi) Mitigation of Damages. With respect to the provisions of the laws of the
State of New York or of this Lease which require that Landlord use reasonable efforts to relet the
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Premises, it is understood and agreed that the following shall apply in determining whether such efforts
by Landlord to relet are reasonable:
(A) Landlord may elect to lease other available space in the
Building, if any, before reletting the Premises;
(B) Landlord may elect to consent to the assignment or sublease by
an existing tenant of the Building before reletting the Premises;
(C) Landlord may decline to incur material out-of-pocket costs to
relet the Premises, other than customary leasing commissions and legal fees for the
negotiation of a lease with a new tenant;
(D) Landlord may decline to relet the Premises at rental rates below
the then prevailing Base Rent for the balance of the initial term of the Lease;
(E) Landlord may decline to relet the Premises to a prospective
tenant if the nature of such prospective tenants business is not consistent with the tenant
mix of the Building or with any other tenant leases containing provisions against the
Landlord leasing space in the Building for certain uses;
(F) Landlord may decline to relet the Premises to a prospective
tenant, the nature of whose business may have an adverse impact upon the manner in
which the Building is operated or with the high reputation of the Building even though in
each of said circumstances such prospective tenant may have a good credit rating;
(G) Before reletting the Premises to a prospective tenant, Landlord
may require the prospective tenant to demonstrate the same financial capacity that
Landlord would require as a condition to leasing other space in the Building to the
prospective tenant; and
(H) Listing the Premises with a broker or leasing agent in a manner
consistent with subparagraphs (A) through (G) above shall constitute prima facie
evidence of reasonable efforts on the part of Landlord to relet the Premises.
27. QUIET ENJOYMENT. Provided that Tenant pays the rent and other sums herein
recited to be paid by Tenant and performs all of Tenants covenants and agreements herein contained,
Tenant shall at all times during the Lease Term peaceably and quietly enjoy the Premises without any
disturbance from Landlord or from any other person, subject to the terms, provisions, covenants,
agreements and conditions of this Lease and to the deeds of trust, mortgages and other matters to which
this Lease is subordinate and subject as herein set forth.
28. HOLDING OVER. Should Tenant or any of its successors in interest continue to hold
the Premises after termination of this Lease, whether such termination occurs by lapse of time or
otherwise, such holding over shall constitute and be construed as a tenancy at will only, subject, however,
to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder. Tenant or such
other parties shall be subject to immediate eviction and removal and Tenant or any such party shall pay
Landlord as rent for the period of such holdover an amount equal to 200% of the monthly rent (including
Base Rental and all other rental amounts) provided herein at the time of such termination, prorated on a
daily basis. No payments of money by Tenant to Landlord after the termination of this Lease shall
reinstate, continue or extend the Lease Term and no extension of this Lease after the termination hereof
shall be valid unless and until the same shall be reduced to writing and signed by both Landlord and
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Tenant. Tenant shall be liable to Landlord for all damage which Landlord shall suffer by reason of any
holding over by Tenant and Tenant shall indemnify Landlord against all claims made by any other tenant
or prospective tenant against Landlord resulting from delay by Landlord in delivering possession of the
Premises to such other tenant or prospective tenant.
29. SUBORDINATION. This Lease and all rights of Tenant hereunder are subject and
subordinate (i) to any mortgage or deed of trust, blanket or otherwise, which does now or may hereafter
affect the Building or Property (and which may also affect other property) and (ii) to any and all
increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or
deed of trust. This provision is hereby declared by Landlord and Tenant to be self-operative and no
further instrument shall be required to effect such subordination of this Lease. Tenant shall, however,
upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments
and certificates that may be reasonably necessary or proper to more effectively subordinate this Lease and
all rights of Tenant hereunder to any such mortgage or deed of trust or to confirm or evidence such
subordination. In the event Tenant shall fail or neglect to execute, acknowledge and deliver any such
subordination agreement or certificate, Landlord, in addition to any other remedies it may have, may, as
the agent and attorney in fact of Tenant, execute, acknowledge and deliver the same and Tenant hereby
irrevocably nominates, constitutes and appoints Landlord Tenants proper and legal agent and attorney in
fact for such purposes. Such power of attorney shall not be affected by subsequent disability or
incapacity of the principal. Tenant covenants and agrees, in the event any proceedings are brought for the
foreclosure of any such mortgage or if the Building or Property is sold pursuant to any such deed of trust,
to attorn to the purchaser upon any such foreclosure sale or trustees sale if so requested by such
purchaser and to recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute
and deliver at any time and from time to time, upon the request of Landlord or of any holder(s) of any of
the indebtedness or other obligations secured by any of the mortgages or deeds of trust referred to in this
paragraph, any instrument or certificate which, in the reasonable judgment of Landlord or of such
holder(s), may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence
such attornment. This Lease and all rights of Tenant hereunder are further subject and subordinate, to the
extent that the same relate to the Premises, (i) to all ground or underlying leases in existence at the date
hereof and to any and all supplements, modifications and extensions thereof heretofore or hereafter made,
and (ii) to all applicable ordinances of the City of New York, New York, relating to easements, franchises
and other interests or rights upon, across or appurtenant to the Building or Property or any of the Land,
and (iii) to all utility easements and agreements. Landlord represents that as of the time of execution of
this Lease there is no mortgage on the Building or the Property. Landlord shall use commercially
reasonable efforts to secure a non-disturbance agreement in favor of Tenant from any future mortgagee.
30. TRAINING. To the extent Landlord requires Tenant to participate in any training
relating to Landlords Sustainability Practices, and with at last seventy-two (72) hours prior written notice
to Tenant, Tenant and its employees shall participate in such training.
31. ATTORNEYS FEES. In the event either party defaults in the performance of any of
the terms of this Lease and the other party employs an attorney in connection therewith, the defaulting
party agrees to pay the prevailing partys reasonable attorneys fees.
32. NO IMPLIED WAIVER. The failure of Landlord to insist at any time upon the strict
performance of any covenant or agreement herein, or to exercise any option, right, power or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of rent due
under this Lease shall be deemed to be other than on account of the earliest rent due hereunder, nor shall
any endorsement or statement on any check or any letter accompanying any check or payment as rent be
deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to
Landlords right to recover the balance of such rent or pursue any other remedy in this Lease provided.
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33. PERSONAL LIABILITY. Any and all covenants of Landlord contained in this Lease
shall be binding upon Landlord and its successors only with respect to breaches occurring during its or
their respective periods of ownership of the Landlords interest hereunder. The liability of Landlord to
Tenant for any default by Landlord under the terms of this Lease shall be limited to Landlords interest in
the Building, and Tenant agrees to look solely to Landlords interest in the Building for recovery of any
judgment from Landlord, it being intended that Landlord shall not be personally liable for any judgment
or deficiency. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be
liable for special, consequential, exemplary or punitive damages.
34. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of
_________________TBD_______________ Dollars as security (the "Security Deposit") for the full and
punctual performance by Tenant of all of the terms of this Lease. If Tenant defaults with respect to any
provision of this Lease, including but not limited to the provisions relating to the payment of Base Rent,
subject to applicable notice and cure provisions under this Lease, Landlord may use, apply or retain all or
any part of the Security Deposit for the payment of any Base Rent or any other sum due from Tenant or
for the payment of any other amount which Landlord may spend or become obligated to spend by reason
of Tenant's default, or to compensate Landlord for any other loss, cost or damage which Landlord may
suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant
shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be an
Event of Default under this Lease. Landlord shall not, unless otherwise required by law, be required to
keep the Security Deposit separate from its general funds, nor pay interest to Tenant. If Tenant shall fully
and punctually comply with all of the terms of this Lease, the Security Deposit or any balance thereof
shall be returned to Tenant (or, at Landlord's option, to the last transferee of Tenant's interest hereunder)
after the termination of this Lease and delivery of exclusive possession of the Premises to Landlord. In
the event the Property is sold, the Security Deposit will be transferred to the new owner. Nothing in this
Section shall be construed to limit any other remedy of Landlord under this Lease.
35. NOTICE. Any notice, request, demand or other communication required or permitted
hereunder shall be given in writing by (a) personal delivery, or (b) nationally recognized overnight
delivery service. Any such notice, request, demand or other communication shall be deemed to have been
given either at the time of personal delivery or upon receipt or refusal thereof.
36. ESTOPPEL CERTIFICATE. Tenant will, at any time and from time to time, within
not more than ten (10) business days after receipt of a written request by Landlord, execute, acknowledge
and deliver to Landlord or such other persons as Landlord may request a statement in written and
recordable form, executed by Tenant, certifying that this Lease is unmodified and in full effect (or, if
there have been modifications, that this Lease is in full effect as modified, and setting forth such
modifications) and the dates to which the rent has been paid, containing such additional information as
Landlord may reasonably request and either stating that to the knowledge of the signer of such certificate
no default exists hereunder or specifying each such default of which the signer may have knowledge; it
being intended that any such statement by Tenant may be relied upon by any prospective purchaser or
mortgagee of the Building or Property.
37. RIGHT TO RELOCATE TENANT. Landlord may at its option and upon giving thirty
(30) days prior written notice to Tenant, substitute for the Premises other premises in the Building (the
"New Premises") in which event the New Premises shall be deemed to be the Premises for all purposes
hereunder, provided:
(a) The New Premises shall be comparable in size;
(b) The Base Rent and other rentals payable under this Lease shall remain the same; and
(c) Such relocation shall be limited to once during the Term (as extended) of the Lease.
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Tenant shall accept possession of the New Premises in its "as-is" condition; provided, however, Landlord,
at Landlord's expense, shall make reasonable improvements so that the New Premises will provide the
Tenant with the same standard of quality and usefulness as the original Premises. New Premises shall be
at the same green certification rating of the Premises or better. In the event of any such relocation of
Tenant, Landlord shall pay for Tenant's reasonable moving costs and stationery reprinting; provided,
however, Tenant shall not be entitled to any compensation for damages for an y interference with or
interruption of its business during or resulting from such relocation. If such option is validly so exercised
by Landlord, Tenant shall continue to occupy the present Premises (upon all of the terms, covenants,
conditions, provisions and agreements of this Lease, including the covenant for the payment of Rent) until
the date on which Landlord shall have substantially completed said alteration work in the New Premises.
Tenant shall move from the present Premises into the New Premises immediately upon the date of such
substantial completion by Landlord and shall vacate and surrender possession to Landlord of the present
Premises on such date and if Tenant continues to occupy the present Premises after such date, then
thereafter, during the period of such occupancy, Tenant shall pay Rent for the present Premises, in
addition to the Rent for the New Premises. With respect to said alteration work in the New Premises, if
Tenant requests materials or installations other than those originally installed by Landlord, or if Tenant
shall make changes in the work (such non-original materials or installations for changes being subject to
Landlord's written approval), and if such non-original materials or installments or changes shall delay the
work to be performed by Landlord, or if Tenant shall otherwise delay the substantial completion of
Landlord's work, the happening of such delays shall in no event postpone the date for the commencement
of the payment of Rent for the New Premises, beyond the date on which such work would have been
substantially completed but for such delay, and, in addition, Tenant shall continue to pay Rent for the
original Premises until it vacates and surrenders same as aforesaid. Landlord at its discretion may
substitute materials of like quality for the materials originally utilized.
38. SEVERABILITY. Each and every covenant and agreement contained in this Lease is,
and shall be construed to be, a separate and independent covenant and agreement. If any term or
provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest
extent permitted by law.
39. RECORDATION. Tenant agrees not to record this Lease, or any memorandum hereof.
In the event Landlords mortgagee may so require, Tenant agrees to execute a short form of this Lease for
recordation.
40. GOVERNING LAW. This Lease and the rights and obligations of the parties hereto
shall be governed by and shall be interpreted, construed and enforced in accordance with the laws of the
State of New York.
41. FORCE MAJEURE. Whenever a period of time is herein prescribed for the taking of
any action by either party hereunder, such party shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes, riots, acts of God,
shortages of labor or materials, war, governmental laws, regulations or restrictions or any other cause
whatsoever beyond the control of such party; provided, however, this paragraph shall not apply with
respect to any monetary obligation of either party.
42. TIME OF PERFORMANCE. Except as expressly otherwise herein provided, time is
of the essence of this Lease.
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43. LATE CHARGE AND INTEREST ON TENANTS OBLIGATIONS. In the event
Tenant fails to make any payment due hereunder to help defray the additional cost to Landlord for
processing such late payments, Tenant shall pay to Landlord on demand a late charge in an amount equal
to $50.00. Any sum due from Tenant to Landlord under the terms of this Lease not paid when due shall
bear interest from the date due until paid by Tenant at the lesser of (i) the rate of eighteen percent (18%)
per annum, or (ii) the highest lawful rate.
44. COMMISSIONS. Landlord and Tenant represent and warrant to each other that it has
not dealt with any broker, agent, finder or other person in the negotiation for or the obtaining of this Lease
other than Best Brokerage of New York, Inc. (the Landlords Agent) and ______________________
(Tenants Agent), and agrees to indemnify and hold the other party harmless from any and all costs
(including reasonable attorney's fees) and liability for commissions or other compensation claimed by any
broker, agent, finder or other person other than Landlords Agent or Tenants Agent employed by it or
claiming to have been engaged by it in connection with this Lease. Tenant acknowledges that Landlords
Agent and Tenants Agent has acted only as an agent with respect to the procurement and negotiation of
this Lease and agrees that Landlords Agent and Tenants Agent shall not be responsible or liable for any
term, provision or condition of this Lease. Landlord agrees to pay any fee or commission owing
Landlords Agent or Tenants Agent on account of this Lease pursuant to separate written agreements
with Landlord.
45. EFFECT OF DELIVERY OF THIS LEASE. Landlord has delivered a copy of this
Lease to Tenant for Tenants review only, and the delivery hereof does not constitute an offer to Tenant
or option. This lease shall not be effective until a copy executed by both Landlord and Tenant is
delivered to and accepted by Landlord.
46. CONSUMER RIGHTS. Landlord and Tenant each acknowledge, on its own behalf and
on behalf of its successors and assigns, that the New York Deceptive Trade Practices Consumer
Protection Act, Subchapter E of Chapter 17 of the New York Business and Commerce Code (DTPA),
is not applicable to this Lease. Accordingly, the rights and remedies of Landlord and Tenant with respect
to all acts or practices of the other, past, present or future, in connection with this Lease shall be governed
by legal principles other than the DTPA. Landlord and Tenant each hereby waives its rights under the
DTPA, a law that gives consumers special rights and protections. After consultation with an attorney of
its own selection, Landlord and Tenant, respectively, voluntarily consent to this waiver.
47. BINDING EFFECT. All of the covenants, agreements, terms and conditions to be
observed and performed by the parties hereto shall be applicable to and binding upon their respective
heirs, personal representatives, successors and, to the extent assignment is permitted hereunder, their
respective assigns.
48. PARAGRAPH HEADINGS. The paragraph headings contained in this Lease are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and several
paragraphs hereof.
49. ENTIRE AGREEMENT. This Lease sets forth the entire agreement between the
parties and no amendment or modification of this Lease shall be binding or valid unless expressed in a
writing executed by both parties hereto.
50. NO REPRESENTATIONS. Neither Landlord nor Landlords agents have made any
representations or promises with respect to the Premises or the Property except as herein expressly set
forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as
expressly set forth in the provisions of this Lease.
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51. JOINT AND SEVERAL LIABILITY. If there is more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several.
52. GENDER AND NUMBER. Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular number shall be held to include the
plural, unless the context otherwise requires.
53. CHANGE OF BUILDING OR PROPERTY NAME. Landlord shall have the right,
exercisable without notice and without liability to Tenant, to change the name and address of the Building
or the Property from time to time. Should Landlord exercise its right hereunder to change the name of the
Building Landlord will pay the reasonable cost of Tenants replacement of stationery.
54. TAXPAYER IDENTIFICATION NUMBER. The Taxpayer Identification number of
Tenant is ________________.
55. RENEWAL OPTION.
(a) Tenant (but not any assignee or subtenant) shall have, and is hereby given one (1)
option to renew and extend the term of this Lease, such option to follow consecutively upon the
expiration of the last month of the Initial Term of this Lease, provided that at the time an option to renew
is exercised, or at the commencement of the option period, this Lease shall be in full force and effect and
Tenant shall not be in default hereunder, and that Tenant shall be in occupancy of the entire Premises.
The renewal option shall be for a term of five (5) years (the Renewal Term). The renewal and
extension of this Lease for the Renewal Term shall be on and under the same covenants, agreements,
terms, provisions and conditions, as are contained herein for the Initial Term of this Lease, except that the
Base Rental shall be computed in the manner set forth below, and the length of the Renewal Term shall be
as specified above. Any termination of this Lease during the Initial Term of this Lease shall terminate all
rights of renewal and extension set forth herein.
(b) During the Renewal Term of this Lease the Base Rental shall be adjusted so that
it shall be equal to the prevailing Fair Market Value (hereinafter defined), multiplied by the total Rentable
Area, expressed in square feet in the Premises. The term Fair Market Value shall mean the rental rates,
including expense reimbursements, then being charged for new leases entered into for space in the
Building, and other comparable Class A office buildings in the New York City area, if any, for space
comparable to the space for which Fair Market Value is being determined (taking into consideration and
making appropriate adjustments for use, location and floor level, size of space, definition of rentable area,
Leasehold Improvements and leasehold improvement allowances provided, quality, age and location of
the applicable building, financial status of Tenant, brokerage commissions, rental concessions, other
inducements and the time the particular rate under consideration became effective).
(c) If Tenant desires to renew this Lease, Tenant must notify Landlord in writing of
its intention to renew on or before the date which is at least twelve (12) months prior to the expiration of
the Initial Term of this Lease. Landlord shall, within the thirty (30) days following such notification,
advise Tenant in writing of Landlords determination of the Fair Market Value and Tenant shall, within
the next thirty (30) days (the Response Period) following receipt of Landlords determination, notify
Landlord in writing of Tenants acceptance or rejection of Landlords determination of the Fair Market
Value. If on or before the last day of the Response Period Tenant (x) notifies Landlord of Tenants
acceptance of Landlords determination of the Fair Market Value or (y) does not notify Landlord in
writing of Tenants acceptance or rejection of Landlords determination of the Fair Market Value (in
which event Tenant shall be deemed to have accepted Landlords determination of the Fair Market
Value), this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an
amendment to this Lease to reflect the extension of the term and changes in Base Rent, within thirty (30)
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days after the last day of the Response Period. If on or before the last day of the Response Period, Tenant
notifies Landlord in writing of Tenants rejection of Landlords determination of the Fair Market Value,
then Landlord and Tenant shall during the next 60 days negotiate in good faith to resolve their
disagreement. If the disagreement has not been resolved to the mutual satisfaction of Landlord and
Tenant within such 60 day period, then the renewal right contained herein shall terminate and be of no
further force or effect.
56. RIGHT OF FIRST OFFER. Provided Tenant is not in default of this Lease Agreement
and is in occupancy of the Premises, and subject to the rights of existing tenants as of the date hereof,
Landlord hereby grants Tenant a one time Right of First Offer to lease any space contiguous to the
Premises on the first floor of the Building that may become available during the initial term of this Lease
other than the final twenty four (24) calendar months of the Term (the Available Space). Tenant shall
be given the one time right to rent such space from Landlord at the Rent then being requested by Landlord
for vacant space in the Building. Tenant shall advise Landlord of its desire to let such space for the
balance of the term of this Lease within ten (10) days after Landlords notification to Tenant that such
space will become available (the Exercise Period). Tenants failure to so notify Landlord or notification
that Tenant has no interest in renting such space shall thereby void this clause in regard to such space. If
Tenant does exercise this Right of First Offer, Tenant shall execute an amendment to Tenants current
Lease with Landlord for the space as referred to above within ten (10) business days of Landlords receipt
of Tenants notification to exercise this option. If Tenant does not give written notice of its intent to
exercise this Right of First Offer within the Exercise Period, or having given notice of its intent to
exercise, Tenant shall be deemed to have waived the Right of First Offer to lease the Available Space
under the terms as set forth above and Landlord shall thereafter have the right to enter into a lease for the
Available Space on such terms and conditions as Landlord shall determine.
57. ADDITIONAL GREEN BUILDING TENANT REQUIREMENTS.
(a) This building is or may become in the future certified pursuant to the U.S.
Green Building Councils LEED rating system, the Green Building Initiatives Green Globes
rating system, the U.S. EPAs Energy Star rating system, or similar system or program under
which Landlord is, or may be, obligated.
(b) Tenant shall use Landlords recommended energy, mercury and carbon
level reduction methods which may include purchasing ENERGY STAR rated equipment,
occupant station lighting controls; the use of energy efficient bulbs; daylighting methods; closing
shades and/or other window treatments; turning off equipment and lights at the end of each work
day; and purchasing U.S. EPAs Water Sense program certified products (the Installed
Equipment). Tenant shall deliver to Landlord all documentation relating to the Installed
Equipment including but not limited to manufacturer, model, make, type, wattage (if applicable),
mercury content (if applicable), Energy Star rating, and other documentation reasonably
requested by Landlord.
(c) Tenant shall meet one or more of the following criteria in its purchasing
consumable materials for use in the Premises: (i) purchases to contain at least 10% postconsumer
or 20% postindustrial materials, (ii) purchases to contain at least 50% rapidly renewable materials,
(iii) purchases to contain at least 50% materials harvested and processed or extracted and
processed within 500 miles of the project, (iv) purchases to consist of at least 50% Forest
Stewardship Council (FSC)- certified paper products, rechargeable batteries.
58. LEED GOLD BUILDING CERTIFICATION; TERMINATION RIGHT. It is
hereby acknowledged that the covenants of Landlord contained in this paragraph are a material
inducement to Tenant entering into this Lease. Landlord covenants that Landlord has or will apply
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for LEED Gold certification (LEED Certification) for the Building and expects to obtain
approval from the U.S.G.B.C. on or about the Commencement Date. In the event Landlord is
unable to obtain said LEED Certification on the Commencement Date, Landlord shall have
additional time to obtain said LEED Certification and Landlord will promptly and as expeditiously
as possible, after notice to Tenant no less than thirty (30) days prior to the scheduled
Commencement Date (LEED Certification Notice), take all steps reasonably necessary to obtain
said LEED Certification. In the event that Landlord is unable to obtain LEED Certification on or
before a date that is one hundred twenty (120) days after any said LEED Certification Notice
(LEED Certification Deadline), Tenant shall have the right to terminate this Lease upon written
notice thereof given to Landlord within ten (10) days after the LEED Certification Deadline and
this Lease shall automatically terminate and be of no further force or effect.
59. EXHIBITS. The following exhibits, riders and addenda are attached to this Lease and
made a part hereof for all purposes:
Exhibit A - Floor Plan of Premises
Exhibit B - Description of Land
Exhibit C - Building Rules and Regulations
Exhibit D - Work Letter
Exhibit D-1 - Shell Condition
Exhibit E - Reserved
Exhibit F - Commencement Date Agreement
Exhibit G - Landlord's Sustainability Practices





[SIGNATURE PAGE FOLLOWS]
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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
original counterparts as of the day and year first above written.

LANDLORD: TENANT:

ABC LANDLORD, LLC XYZ TENANT, LLC
a New York limited liability company a Delaware limited liability company

By: By:

Name: Name:

Title: Title:

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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
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EXHIBIT A

FLOOR PLAN OF PREMISES



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All Rights Reserved.
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EXHIBIT B

DESCRIPTION OF LAND

Green Building

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City,
County and State of New York, bounded and described as follows:

BEGINNING at a point on the westerly side of Fifth Avenue, distant one hundred feet five inches
northerly from the intersection of the westerly side of Fifth Avenue with the northerly side of 20th Street;

RUNNING THENCE westerly parallel with 20th Street and part of the way through an old party wall,
one hundred feet;

THENCE northerly parallel with Fifth Avenue, fifty-five feet;

THENCE easterly again parallel with 20th Street, part of the way through an old party wall, one hundred
feet to the westerly side of Fifth Avenue;

THENCE southerly along the westerly side of Fifth Avenue, fifty-five feet to the point or place of
BEGINNING.

The above described premises being the same premises conveyed by deed to the party of the first part,
dated May 1, 1985, recorded on June 28, 1985 in Reel 1234, page 559.
The above described premises are known as Block 848 Lot 4 on the Tax Map of the City of New York
and XXX Fifth Avenue, New York, N.Y.

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EXHIBIT C

RULES AND REGULATIONS

1. Other than on legal holidays, Landlord agrees to furnish to the Premises during the hours
of 7:00 a.m. to 6:00 p.m. on Monday through Friday and 7:00 a.m. until 1:00 p.m. on Saturdays, but
subject to the rules and regulations of the Building and to the provisions of this Lease, electricity, heating,
ventilation and air conditioning required in Landlords judgment for the comfortable use and occupation
of the Premises and related elevator service. Any such services furnished at other times shall be optional
with Landlord and at the expense of Tenant. Landlord shall not be required to furnish these services at
other times unless Tenant has provided Landlord with written notice at least twenty-four (24) hours in
advance on a regular business day of Tenants need for such services and all such additional services shall
be separately charged to Tenant based upon actual use involved as established by Landlord on the basis of
an hourly rate sufficient to cover all of Landlords costs in providing such services to the Premises. In
addition, Landlord may designate a minimum number of service hours for which charges for such
services shall be made on each occasion. The charge per hour and minimum charge shall be designated
by Landlord from time to time and shall be available to Tenant upon request. Landlord shall also furnish
water suitable for the intended use of the Premises and janitorial service. Tenant acknowledges that the
Building, the Premises and the Property shall be operated in a manner which is consistent with
Landlords Sustainability Practices.
2. Tenant agrees to make a deposit, in an amount fixed by Landlord from time to time, for
each suite key and magnetic security key issued by Landlord to Tenant for its offices, and upon
termination of this Lease, to return all keys to Landlord. Landlord will refund the amount deposited on
each key when it is returned.
3. Tenant will refer all contractors, contractors representatives and installation technicians,
rendering any service to Tenant, to Landlord for Landlords supervision, approval, and control before
performance of any contractual service. This provision shall apply to all work performed in the Building
including the installation of telephones, electrical devices and attachments, and any installation of any
nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical
portion of the Building. Tenant must follow building standard finish out guidelines, as provided by
Landlord and comply with Landlords Sustainability Practices. No lien shall be permitted to attach to
the Premises or the Building as a result of such work and Tenant shall hold and save Landlord harmless
from any lien claim with respect to such work.
4. Movement in or out of the Building of furniture or office equipment or the dispatch or
receipt by Tenant of any merchandise or materials which require the use of elevators or stairways or the
movement through building entrances or lobby shall be restricted to hours designated by Landlord by
prearrangement before performance. Such prearrangement initiated by Tenant will include the
determination by Landlord, subject to its sole decision and control, of the time, method, and routing of
movement, and of any limitations imposed by safety or other concerns which may prohibit any article,
equipment or any other item from being brought into the Building. No movement will be allowed
through the Buildings main lobby. Tenant shall assume all risk as to damage to articles moved and
injury to persons or property engaged or not engaged in such movement, including equipment, property,
and personnel of Landlord if damaged or injured as a result of any act in connection with carrying out this
service for or by Tenant from time of entering the property to completion of the work; and Landlord shall
not be liable for acts of any person engaged in, or any damage or loss to any of said property or persons
resulting from any act in connection with such service performed for Tenant. Tenant shall use Landlord-
approved protective material for walls, floors of common areas and elevator cabs in connection with all
movement of equipment, furniture or supplies in or out of the Building.
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5. Except as otherwise expressly agreed in writing by Landlord, (i) no signs will be allowed
in any form on the exterior of the Property or on the interior of exterior windows or otherwise situated so
as to be visible outside the Premises, (ii) no signs except in uniform location and uniform style fixed by
Landlord will be permitted in the public corridors or on corridor doors or entrances to Tenants space, (iii)
the construction and/or installation of all authorized signs will be contracted for by Landlord for Tenant at
the rate fixed by Landlord from time to time and Tenant will be billed and pay for such service promptly
on receipt thereof, and (iv) all such signage must comply with recorded restrictions applicable to the
Property. To the extent the approval of third parties, such as public authorities and architectural control
committees may be required for Tenants signage, Tenant shall pay the entire cost of obtaining such
consent, including any costs incurred by Landlord in assisting Tenant in obtaining such consent.
6. No portion of Tenants area or other part of the Building shall at any time be used or
occupied as sleeping or lodging quarters.
7. Tenant shall not place, install or operate on the demised Premises or in any part of
Property, any engine, or machinery, or conduct mechanical operations thereon or therein, or place or use
in or about the Premises any vending machine, space heaters or other energy-intensive equipment,
explosives, gasoline, kerosene, oils, acids, caustics, or any other flammable, explosive, or hazardous
material without written consent of Landlord, which may be withheld or withdrawn with or without
cause. Any space conditioning equipment that is operated in the Premises shall be used in
conjunction with sensors or timers that limit operation to hours of actual occupancy (on a day-by-
day basis) in the Premises.
8. No candles, deodorizers, or any aerosol spray is allowed inside Building.
9. Landlord shall not be responsible for lost or stolen personal property, equipment, money,
or jewelry from Tenants area or public rooms regardless.
10. No birds or animals shall be brought into or kept in or about Building. This includes after
house and weekends.
11. Employees of Landlord shall not receive or carry messages for or to any Tenant or other
person, or contract with or render free or paid services to any Tenant or Tenants agents, employees, or
invitees.
12. Landlord will not be required to provide entrance to Tenants offices by use of pass keys
controlled by Landlord to any person at any time without the prior written permission by Tenant except
for employees, contractors, or service personnel directly supervised by Landlord.
13. None of the entries, passages, doors, elevators, elevator doors, hallways, or stairways
shall be blocked or obstructed, nor shall any rubbish, litter, trash, or material of any nature be placed,
emptied or thrown into these areas, nor be used at any time except for ingress and egress by Tenant,
Tenants agents, employees, or invitees.
14. Tenants shall not do, or permit anything to be done in or about the Building, or bring or
keep anything therein that will in any way increase the rate of fire or other insurance on the Property, or
on property kept therein, or obstruct or interfere with the rights of, or otherwise injure or annoy, other
tenants, or do anything contrary to or in conflict with valid laws, rules and regulations of any municipal or
governmental authority or fire, safety or Building authority or regulation.
15. Landlord specifically reserves the right to refuse admittance to the Building from
6:00 p.m. to 7:00 a.m. daily, or on Sundays or on legal holidays, to any person or persons who cannot
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All Rights Reserved.
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furnish satisfactory identification, or to any person or persons who, for any other reason in the Landlords
judgment should be denied access to the Premises. Landlord, for the protection of the tenants and their
effects, may prescribe hours and intervals during the night, on Sundays and holidays, when all persons
entering and departing the Building shall be required to enter their names, the offices to which they are
going or from which they are leaving, and the time of entrance or departure in a register provided for that
purposes by the Landlord.
16. Landlord reserves the right to install, relocate and remove at any locations within the
Property, such security stations, access barriers, visual or closed circuit monitoring devices, lighting
systems or other equipment as Landlord shall from time to time deem desirable. Tenant shall not remove,
damage or impair the operation of any such device or equipment.
17. Landlord reserves the exclusive right, at its option, to control access to spaces adjacent to
building.
18. Landlord reserves the right to limit access to all floors from stairwells and to require that
all persons using stairwells and fire exits utilize only prescribed lobby exits designated from time to time
by Landlord. Tenant is not allowed access to roof or mechanical rooms.
19. Landlord reserves the right to rescind any of these rules and make such other and further
rules and regulations as in Landlords sole discretion and judgment shall from time to time be needful or
desirable for the safety, protection, care and cleanliness of the Property, the operation thereof, the
preservation of good order therein, and the protection and comfort of its Tenants, their agents, employees
and invitees, which rules when made and notice thereof given to a Tenant shall be binding upon him in
the manner as if originally prescribed.
20. No smoking will be allowed in the Building or within twenty-five feet of any exterior
portion of the Building. Landlord has the right to bill back any unnecessary cleaning fees due to
cigarettes or other cindery products being disposed of on the sidewalks or grounds.
21. All delivery trucks must use the freight entrance. Absolutely no delivery trucks are
allowed to park outside the Building.
22. Subject to revision by Landlord, Tenant is responsible for recycling within the Premises
in conformance with Landlords Sustainability Practices, which shall include but not be limited to using
separate trash receptacles for food and wet garbage, for glass and metals, and for all paper.
23. Tenant is aware of the Buildings USGBC LEED Gold certification or application
therefor. Tenant acknowledges and agrees that, from time to time, tours may be conducted in the
Building for the purpose, among other things, to show prospective tenants, lenders, purchasers, others the
LEED Gold certified building. Landlord shall endeavor to minimize any interference to Tenants
business or use when conducting such tours.
24. Tenant is not allowed to have any cleaning products within their space, unless prior
approval has been given by Landlord.
25. Landlord desires to maintain the highest standards of environmental comfort and
convenience for the tenancy. It will be appreciated if any undesirable conditions or lack of courtesy or
attention are reported directly to the management.
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All Rights Reserved.
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26. Tenant shall observe and comply with all recorded restrictions applicable to the Property
and shall cause its employees and visitors to observe and comply, with such restrictions. Copies of such
restrictions were made available to Tenant in connection with the negotiation of this Lease.
27. In the event of any conflict between these Rules and Regulations, as the same may be
amended, and the Lease, the provisions of the Lease shall control.
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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
EXHIBIT D

WORK LETTER

This Work Letter (this Agreement) sets forth the agreement of
______________________________ (Landlord), and______________________________ (Tenant),
in accordance with Paragraph 8 of the Lease, regarding certain improvements that are to be made to the
Premises. Any capitalized term used but not defined herein shall have the meaning assigned to it in the
Lease. Landlord and Tenant mutually agree as follows:
1. Plans.

(a) Preparation of Plans. Tenants space planner, or if Tenant so directs, Landlords space
planner on Tenants behalf, at Tenants expense (subject to the Finish Allowance), will prepare
construction plans (such construction plans, when approved, and all changes and amendments thereto
agreed to by Landlord and Tenant in writing, are herein called the (Construction Plans) for all of
Tenants improvements to be constructed in the Premises (all improvements required by the Construction
Plans are herein called (Tenants Improvements). Tenant warrants that following construction of
Tenants Improvements in accordance with the Construction Plans, Tenant, the Premises and Tenants
Improvements will be in compliance with the provisions of the Disability Acts. TENANT SHALL BE
RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM
AND AGAINST ANY AND ALL CLAIMS, LIABILITIES AND EXPENSES (INCLUDING,
WITHOUT LIMITATION REASONABLE ATTORNEYS FEES AND EXPENSES) INCURRED BY
OR ASSERTED AGAINST LANDLORD BY REASON OF OR IN CONNECTION WITH ANY
VIOLATION OF THE DISABILITY ACTS ARISING FROM OR OUT OF Tenants Improvements, (ii)
Tenants employer-employee obligations, or (iii) after the Commencement Date, violations by Tenant
and/or Tenants Improvements or the Premises not being in compliance with the Disability Acts as the
result of changes in regulations or law or interpretations thereof not in effect on the Commencement Date.

(b) Approval of Plans. Within five (5) business days after proposed construction plans are
delivered to Landlord, Landlord shall approve, which approval shall not be unreasonably withheld (except
with respect to matters affecting the structure or the mechanical systems serving the Building, as to which
Landlord may withhold approval in its sole discretion), or disapprove same in writing and if disapproved,
Landlord shall provide Tenant with specific reasons for disapproval. The foregoing process shall
continue until the construction plans are approved by Landlord. All costs, including professional fees
which are related to review of Tenants Construction Plans by outside consultants, (for example,
structural engineers) shall be paid by Tenant to Landlord upon receipt by Tenant of an invoice for such
costs (but such costs shall not include fees for overseeing or managing the construction unless the
proposed work requires the use of outside professional consultants, for example structural engineers, to
ensure that such work is properly performed); provided that Tenant shall be entitled to apply the Finish
Allowance to the payment of such costs. Landlords approval of the Tenant Plans shall not constitute
assumption of responsibility for the accuracy, sufficiency or propriety thereof, nor shall such approval
constitute a representation or warranty that the Tenant Plans comply with applicable laws. Tenant shall
obtain all permits and other governmental approvals required for the construction of Tenant's
Improvements. Landlord will reasonably cooperate with Tenant (at no cost or expense to Landlord) in
connection with Tenants obtaining governmental permits and approvals for the construction of the
Tenants Improvements as reasonably requested by Tenant.

(c) Prior to commencing Tenant's Improvements, Tenant shall provide to Landlord the name
and address of the general contractor (the General Contractor) that Tenant intends to employ to
perform Tenant's Improvements, and the general contractor shall be subject to Landlord's prior written
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consent, which consent shall not be unreasonably withheld, delayed or conditioned. If Tenant elects to
have Landlord perform the Tenants Improvements on Tenants behalf, Landlord may select such general
contractor as it determines. All Tenant Improvements shall be reviewed for any potential impacts to
Landlords Sustainability Practices and Landlords reduction goals (carbon, mercury, waste or
otherwise), environmental programs and conformance with Landlords Sustainability Practices.
For any project estimated to cost more than $10,000, Tenant shall have its General Contractor
agree to engage a third party LEED Accredited Professional or similarly qualified Green Globe
professional (approved by Landlord prior to such project) to oversee and validate that the project
has met the standards for Landlords Sustainability Practices. The General Contractor shall
acknowledge that the building is or may be in the future certified/rated pursuant to the U.S. EPAs
Energy Star Portfolio Manager, the Green Building Initiatives Green Globes for Continual
Improvement of Existing Buildings (Green Globes-CIEB), the U.S. Green Building Councils
LEED Rating System, or similar system or program under which Landlord is obligated. All
construction and maintenance methods and procedures, material purchases, and disposal of waste
must be in compliance with minimum green building standards (including the Landlords
Sustainability Practices and the specifications as more fully defined in the Contractor Rules and
Regulations (and with the latest version of the rating system for which the Building, Premises
and/or Property has received certification or for which it is awaiting certification.

Tenant will give Landlord prior written notice of any significant changes in the Tenant Plans
made during the course of the work (and such other documentation in connection therewith as Landlord
may reasonably request) and upon completion of Tenant's Improvements, Tenant shall supply Landlord
with "as-built" drawings accurately reflecting all such changes and the Tenants Improvements. Changes
in the Tenant Plans need not be submitted to Landlord for approval so long as such changes substantially
conform to the initially approved Tenant Plans and do not affect the structure or the mechanical systems
of the Building. Landlord agrees to cooperate with Tenant in making the Premises reasonably accessible
to Tenants architects, engineers, contractors and agents.

2. Construction and Costs of Tenants Improvements.

(a) Tenant, or Landlord on Tenants behalf, shall construct the Tenants Improvements in
accordance with Tenants Plans. Tenant's contractors and subcontractors shall comply with all insurance
requirements and undertakings as set forth in the Lease.

(b) There will be no charge to Tenant or to General Contractor or sub-contractors for use of
elevators, loading docks, hoists, water, electricity, HVAC, or security during the construction of Tenants
Improvements.

(c) Finish Allowance. Landlord shall provide Tenant with an allowance not to exceed Thirty-
Five Dollars and 00/100 ($35.00) per rentable square foot of the Premises for a maximum total of exceed
Four Million Nine Hundred Thousand Dollars ($4,900,000.00), (the Finish Allowance), which
allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority)
(i) the contract sum required to be paid to the general contractor engaged to construct Tenants
Improvements (the Contract Sum), (ii) the fees of the preparer of the Construction Plans, and (iii) the
Construction Management Fee of five percent (5%) (the foregoing costs are collectively referred to as the
Permitted Costs). Landlord shall have no obligation whatsoever to fund any portion of the Finish
Allowance for any cost other than the Permitted Costs. Title to any equipment, appliances, furnishings or
personalty installed in the Premises and purchased with any portion of the Finish Allowance shall pass to
Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment,
appliances, furnishings or personalty from the Premises without Landlords express, prior written consent
or unless requested by Landlord in connection with the expiration or earlier termination of the Lease.
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(d) The Finish Allowance will be disbursed by Landlord to Tenant (or, at Tenants direction,
to Tenants or Landlords general contractor) as reimbursement of costs incurred by Tenant in the
construction of Tenant's Improvements pursuant to Tenant Plans, monthly as construction progresses,
upon receipt by Landlord of invoices, receipts and other evidence in form and substance reasonably
satisfactory to Landlord in support of the performance of Tenant's Improvements, together with
appropriate lien releases (collectively, the "Progress Documents"), within thirty (30) days following
Landlord's receipt of the applicable Progress Documents.

(e) Excess Costs. If the sum of the Permitted Costs exceeds the Finish Allowance, then
Tenant shall pay all such excess costs (Excess Costs) to Landlord upon demand.

(f) Liens. Tenant agrees to keep the Premises, the Building and the Property free from any
liens. In the event that any such lien is filed and Tenant, within ten (10) days following such filing fails to
cause same to be released of record by payment or posting of a proper bond, Landlord shall have, in
addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the
same to be released by such means as it in its sole discretion deems proper, including payment of or
defense against the claim giving rise to such lien. All sums paid by Landlord in connection therewith
shall constitute rent under the Lease and a demand obligation of Tenant to Landlord and such obligation
shall bear interest from the date of payment by Landlord until the date paid by Tenant at the rate of
interest specified in Paragraph 43 of this Lease.

3. Construction Representatives. Landlords and Tenants representatives for coordination
of construction and approval of change orders will be as follows, provided that either party may change
its representative upon written notice to the other:

4. The Contractor shall comply with the following.

(a) Tenant shall require its General Contractor to agree to provide a management plan
prior to any exterior ground work to be performed to avoid material loss of soil during such
exterior ground work as a result of wind erosion or stormwater runoff. Tenant shall have its
General Contractor protect topsoil, prevent pollution of the air with dust, prevent sedimentation,
and make provisions to prevent runoff into storm sewers or streams (Management Plan). Tenant
shall have its General Contractor record and report to Landlord all such activity to confirm that
the Management Plan has been complied with.

(b) Tenant shall have its General Contractor adopt an Indoor Air Quality (IAQ)
Management Program for construction of the Tenant Improvements and to have all its
construction projects in the Building to conform with the following: (i) protect all absorptive
materials used in construction from moisture; (ii) adopt the Sheet Metal and Air Conditioning
National Contractors Association (SMACNA) IAQ Guidelines for Occupied Buildings Under
Construction, 1995, Chapter 3, as amended; (iii) use filtration media with a Minimum Efficiency
Reporting Value (MERV) of 8 at each air grill return, pursuant to ASHRAE 52.2-1999, as
amended; (iv) remove contaminants that may remain at the end of the construction job by a
minimum two-week Premises flush-out using new filtration media with 100% outside air after
construction ends and prior to occupancy of the Premises. After such flush-out, Tenant shall have
its General Contractor replace the filtration media with new MERV of 13 media at each grill
return, except for those filtration media processing only outside air. Tenant shall have its General
Contractor confirm the maximum limits are not exceeded in any portion of the Premises, and if
they are, to have its General Contractor conduct another two-week flush-out and thereafter retest
the entire Premises to confirm that the requirements have been satisfied.
Green Office Lease -45-
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803026v1 099999.0005

(c) Tenant shall have its General Contractor agree to perform the following: (i) to
develop an IAQ Management Program in conjunction with all construction projects in the Building
and to document the use of air quality compliant materials inside the Premises to reduce the
emissions from material used in the Building, (ii) to use low- or no-VOC paints, solvents, adhesives,
furniture, and fabrics, and not exceed the VOC and chemical component limits of Green Seals
Standard GS-11 requirements, (iii) to not use spray painting, (iv) to perform all painting after
Normal Business Hours, (v) to install: carpets that meet or exceed the requirements of the CRI
Green Label Plus Carpet Testing Program, install agrifiber products and composite panels that do
not contain added urea-formaldehyde resins and (vi) to provide documentation in a format
reasonably acceptable to Landlord of: all materials purchased for construction; the total cost of
those purchases; and all recycled, salvaged and reused materials.

(d) Tenant shall have its General Contractor agree to: (i) reduce indoor plumbing fixture
and fitting potable water usage by installing either (y) low-flow faucets, shower heads, toilets and
urinals or (z) other potable water-conserving indoor plumbing fixtures that meet or exceed the
UPC 2006 or IPC 2006 fixture and fitting requirements, (ii) separately meter all domestic water
and landscape irrigation systems and (iii) installing all potable water using equipment; appliances
and controls to conform to the Buildings Sustainability Practices and which must be approved by
Landlord prior to prior to installation.

Tenant shall only install and use state-of-the-art energy efficient and Energy Star rated
equipment, appliances, light bulbs and lamps, vending machines, and U.S. EPAs Water Sense
program certified products and conform to the Buildings energy management program which may
include a tie-in to the Building controls and monitoring systems and must be approved by Landlord
prior to installation.

(e) Landlords Sustainability Practices includes a sustainable purchasing policy for
Tenant for which Landlord will supply to Tenant a standard format for data collection and
reporting purposes to Landlord which will include but not be limited to: geographic origin for
purchased materials, data cost of rapidly renewable materials, data cost of FSC-certified wood,
recycled content of materials, salvaged content of materials.

(f) Tenant shall cause its General Contractor to dispose of all materials used in
construction in an environmentally friendly manner in conformance with Landlords Sustainability
Practices which shall include but not be limited to, delivering a report to Landlord which
demonstrates that a minimum of 70% (by volume and weight) of all construction waste was
recycled, reused, salvaged, composted or otherwise diverted from incineration or landfill.

(g) Tenant or its agent shall provide to Landlord at least 72-hours prior written notice of
all chemicals to be used in the Premises and shall deliver to Landlord all MSDS sheets relating to
such chemicals.

ABC LANDLORD, LLC XYZ TENANT, LLC
a New York limited liability company a Delaware limited liability company

By: By:

Name: Name:

Title: Title:
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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
Exhibit D-1

HVAC
1. Conditioned air is provided to demised premises (except in basement) via an under floor open
plenum, and returned via an above ceiling open plenum. Ducting of air to diffusers is not required
with this system.
2. Floor diffusers and associated controls known as Modular Integrated Terminals (MIT Boxes) are
provided within the demised premises. Additional required MIT boxes beyond those located in the
demised premises may be paid for from tenant improvement allowance.
3. Heating of demised premises is provided via hot water Modular Fan Powered Terminals (MFT
Boxes). MFT boxes are provided around the perimeter of each floor. Additional MFT boxes
required beyond those located in the demised premises may be paid for from tenant improvement
allowance.
4. Tenants HVAC system must be designed and approved by an appropriately licensed engineer
approved by Landlord and in conformance with Landlords Sustainability Practices, with
previous experience with under floor heating and cooling. In addition, tenant must obtain all
necessary permits as required by the city of New York. All engineering and permits may be paid for
from tenant improvement allowance.
Electrical
1. Tenant is entitled to utilize 6 watts/ rentable sq. ft. for power requirements, and 1 watt/ rentable sq.
ft. for lighting in the demised premises.
2. A single 208/120 V sub panel is provided per floor for tenant power requirements. If tenant requires
additional circuits beyond the capacity of the sub-panel, expansion will be performed at the tenants
sole cost and expense. Additional sub-panels will be located within tenants demised premises, and
will not be installed without landlords prior written approval. Sub panels may be paid for from
tenant improvement allowance.
3. A single 480/277 V sub panel is provided per floor for tenant lighting requirements. If tenant
requires additional circuits beyond the capacity of the sub-panel, expansion will be done at the
tenants sole cost and expense. Additional sub-panels will be located within tenants demised
premises, and will not be installed without landlords prior written approval. In addition lighting
above and beyond standard lighting, (as defined in paragraph x), will require a separate tenant
provided lighting panel, sub metered via (Osaki Meter-Model #7378-L Type OQ91HT or its
equivalent). Sub panels may be paid for from Tenant Improvement allowance.
4. Landlord will provide and install, as part of base building standard for first generation space, one
2x4 lighting fixture (Lithonia, 3 lamp fixture with T-5 bulbs, electronic ballast, and parabolic lens or
equivalent) per 100 sq. ft. Tenant may at their sole cost and expense install additional landlord pre-
approved lighting (Finelite, #S/2/D-WCB-OPEN-2T5H0-91W, 2 lamp indirect pendant for standard
office areas, and Lithonia compact fluorescent downlight AFW-1-42-TRT-8-AR-MVAT in
specialty and accent areas) or their equivalent. Alternate fixtures will require landlords prior
written approval.
5. Landlord and the City of New York will require that all lighting is operated via occupancy
sensors. Base building occupancy sensors are specified as WS-200 & WI Automatic wall
switches, with choice of auto- On or manual-On operation for offices, and WT Ultrasonic
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803026v1 099999.0005
Occupancy Sensor & UT-300, 360 Degree Ultrasonic Sensor or equivalent for hallways and
open areas. Occupancy sensors may be paid for from tenant improvement allowance.
6. Landlord encourages and recommends the use of daylight harvesting controls to minimize
lighting during times of day when natural day lighting is sufficient. Recommended daylight
system is Wattstopper #LS-301 daylight dimming photocell. Daylight harvesting controls may
be paid for from tenant improvement allowance.
7. Electrical and Data floor boxes are to Ortronics Wiremold AF1 series or equivalent. Electrical and
Data boxes may be paid from tenant improvement allowance.
8. Tenants Electrical system must be designed and approved by an appropriately licensed engineer. In
addition, tenant must obtain all necessary permits as required by the city of New York. Engineering
and permits are not included as part of the tenant allowance, and are at the sole cost and expense of
the tenant.
Ceiling Systems
1. Landlord will provide for first generation space a suspended acoustical ceiling. Base building
standard will be Armstrong Prelude 15/16 Exposed Tee System ML (Armstrong silhouette 9/16
can be used as alternate option with Armstrong Trim Lock 9/16 screw slot) with Armstrong Ultima
Square 24x24 Square Lay-In tile. Ceiling edge trim is Armstrong 7800.
Fire/Life Safety Systems
1. Landlord will provide, as base building standard a fully sprinklered space with maximum area
coverage of approximately one head per 225 square feet. Heads are spaced per NFPA 13. Tenant at
sole cost and expense will relocate sprinkler head to the level of the ceiling grid, and center in tile as
required. Sprinkler heads to be concealed with standard white cap. Additional sprinkler heads
provided may be paid for from the tenant improvement allowance.
Interior Partitions
1. Sheetrock/Gypsum Board partitions are provided at the tenants sole cost and expense. All
Sheetrock/ Gypsum board is to be USG100% recycled. Sheetrock/ Gypsum Board partitions
may be paid for from the tenant improvement allowance.
Doors & Frames
1. Suite entrance doors shall be thick tempered glass doors with clear anodized header, and top and
bottom rails. Top rail shall be Dorma #DRS 225.001, and bottom rail shall be Dorma #DRS
225.005. Door header shall be Dorma RP 233.013 for double doors, and Dorma RP 233.009 for
single doors. Closer shall be Dorma RTS 88 BFI. Suite entrance doors may be paid for from tenant
improvement allowance.
2. Interior Door frames to be Raco Solutions II, or equivalent; Doors to be Marshfield Wood Door,
FSC Environmental Class Staved Lumber Core Doors or equivalent, with Certified Plain Sliced
White Maple wood veneer with water based Enviroclad UV clear finish #0-95 or equivalent. All
adhesives and coatings must be formaldehyde free. Interior suite frames and doors may be
paid for from tenant improvement allowance.
Tile Flooring
All tiles are made from 100% post consumer recycled materials.

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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
Raised Floor Systems
1. The building flooring system, except for lobby areas and basement, shall be a Tec-Crete Haworth
raised floor. All approved floor finishes, except for carpet tiles, will require the installation of a
Haworth gasket system or equivalent.
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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
EXHIBIT E

[RESERVED]


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Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
EXHIBIT F

COMMENCEMENT DATE AGREEMENT


This Commencement Date Agreement is being executed pursuant to that certain Office Building
Lease (the Lease) dated as of _______________, 20__, between ABC LANDLORD, LLC, a New
York limited liability company (hereinafter called Landlord), and XYZ TENANT, LLC, a Delaware
limited liability company, (hereinafter called Tenant), pursuant to which Landlord leased to Tenant and
Tenant leased from Landlord certain space in the office Building known as the 125 Fifth Avenue
Building, located at 125 Fifth Avenue, New York, New York 10003 (the Building). Landlord and
Tenant hereby agree that:

1. The Commencement Date of the Lease is the ______ day of ___________, 20___. The
Rent Commencement Date of the Lease is the ___day of ______, 20___. If the dates set forth in
Paragraph 1(b) of the Lease are different than the date set forth in the preceding sentence, then
Paragraph 1(b) of the Lease is hereby amended to be the Commencement Date and Rent Commencement
Date set forth in the preceding sentence.

2. The expiration date of the Lease is the ______ day of ____________, 20___. If the date
set forth in Paragraph 1(c) of the Lease is different than the date set forth in the preceding sentence, then
Paragraph 1(c) of the Lease is hereby amended to be the expiration date set forth in the preceding
sentence.

3. Tenant represents to Landlord that Tenant has received a Certificate of Occupancy
covering the Premises.

4. All capitalized terms not defined herein shall have the meaning assigned to them in the
Lease.

Green Office Lease -51-
Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
Agreed and Executed this ___________ day of _______, 20___.



LANDLORD

ABC LANDLORD, LLC
a New York limited liability company


By:
Name:
Title:



TENANT

XYZ TENANT, LLC
a Delaware limited liability company


By:
Name:
Title:


Green Office Lease -52-
Copyright Richard J. Sobelsohn, 2010
All Rights Reserved.
803026v1 099999.0005
EXHIBIT G

Landlord's Sustainability Practices
Landlord's Sustainability Practices incorporates energy efficiency and sustainable practices into
renovations of tenant premises and encourages the reduction of the use of water, energy, and resources in
the Building. By following Landlord's Sustainability Practices and requirements for Tenant's Core and
Shell Work, Tenant will help maximize energy savings, environmental benefits, indoor air quality,
occupant health and satisfaction, and possibly be able to take advantage of Federal, State, and City grants
and initiatives.

Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that Tenant
shall have an obligation under the Lease to comply with the specifications of this Exhibit J only if and to
the extent the same pertain to the design and construction of Tenant's Core and Shell Work. Tenant and
its subtenants (as applicable) shall have no obligation to comply with, or to use commercially reasonable
efforts to comply with, any of the requirements of this Exhibit J with respect to: (a) the construction of
Tenant's Initial Improvements or (b) the ongoing use or occupancy of the Demised Premises or any
portion thereof, and/or the operation of any business conduced at the Demised Premises by Tenant or any
of its subtenants.

I. Required Practices. If otherwise required pursuant to applicable Requirements:
A. Recycling pursuant to New York City guidelines
B. Participation in benchmarking, metering, monitoring and reducing energy and water use
pursuant to local laws. Tenant and its subtenants shall measure and record energy usage within their
premises and report to Landlord upon request.
II. Recommended Practices
A. Plumbing to meet fixture performance requirements of the Energy Policy Act (EPAct) of
1992
1. Restroom upgrades to include low-flow fixtures such as:
automatic water faucets, low consumption or automatic flushometers, low-flow
or automatic urinals, low-flow or automatic toilets
B. Indoor Air Quality
1. All air handling units installed as part of the Tenant's Core and Shell Work
should have high-efficiency air filters of 85% Minimum Efficiency Reporting Value ("MERV") 13 or
greater
C. Lighting. If part of the Tenant's Core and Shell Work:
1. To minimize the amount of electricity used for lighting, when designing lighting
it is recommended that Tenant layout reduces lighting power densities to a minimum of 20% below
ANSI/ASHRAE/IESNA Standard 90.1-2004.
2. To the extent daylighting can be used, this is recommended. In order to
maximize energy efficiency, providing daylight responsive controls for all areas within 15 feet of
windows.
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803026v1 099999.0005
3. Tenant recommended to install continuous metering equipment for Lighting
systems & controls.
4. Where applicable in the Demised Premises, lighting controls recommended to
include task lighting for individual needs and/or zoned controls.
D. HVAC
1. Perimeter heating and cooling is suggested with the supply of air to induction
units throughout the Tenant's premises. To the extent possible, the incorporation variable speed drives as
part of the system is recommended.
2. For installations that are part of the Tenant's Core and Shell Work, it is
recommended that HVAC systems are installed that comply with requirements outlined in the New
Buildings Institute, Inc.'s publication "Advanced Buildings: Energy Benchmark for High Performance
Buildings (EBenchmark)" prescriptive criteria for mechanical equipment efficiency requirements.
3. Intentionally deleted.
4. If part of the Tenant's Core and Shell Work, the HVAC system(s) should be
designed to meet the ventilation requirements for Sections 4, 5, 6, and 7 of the references standard
(ASHRAE 62.1-2004) and to identify any potential indoor air quality ("IAQ") problems in the Tenant
Demised Premises.
E. Tenant Improvements
1. Landlord recommends that Tenant creates an IAQ management plan for the
Tenant's Core and Shell Work phase of the Tenant space including the following:
2. Meeting or exceeding the "Design Approaches" outlined in the Sheet Metal and
Air Conditioning Contractors' National Association (SMACNA) IAQ Guidelines for Occupied Buildings
Under Construction, 1995, Chapter 3.
3. Protecting stored on-site and installed absorptive materials from moisture
damage.
4. If air handlers must be used during construction, filtration media with a MERV
of 8 must be used at each return air grill, as determined by ASHRAE 52.2-1999.
F. Pollutant Control
1. Landlord recommends the following measures in order to minimize and control
pollutant or biological contaminant entry into the Demised Premises and later cross-contamination of
other spaces in the Building, if and to the extent any of the following can be incorporated into the design
of the Tenant's Core and Shell Work: (i) at all high volume exterior entryways within Demised Premises,
Tenant to employ permanent entryway systems, such as grills, carpeting, or grates, to capture dirt and
particulates from entering the Demised Premises; (ii) where hazardous gases or chemicals may be present
or used (including housekeeping, and high volume copy and printing rooms), Tenant to design segregated
areas with deck to deck partitions with separate direct-to-outside exhausting at a rate of at least 0.5 cu.ft.
per minute per square foot and no air recirculation and operated at a negative pressure compared with the
surrounding spaces of at least an average of 5 PA (0.02 inches of water gauge) and with a minimum of 1
PA (0.004 inches of water gauge) when the doors to the applicable rooms are closed. High volume
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803026v1 099999.0005
copy/print machines are those which produce 40,000 copies or greater per month; (iii) Tenant to install
containment drains plumbed for appropriate disposal of hazardous liquid wastes in spaces where water
and chemical concentrate mixing occurs for maintenance; (iv) Tenant to install in all regularly occupied
areas of the Demised Premises, new air filtration media prior to occupancy that provides a MERV 13 or
better.
G. Tenant and Subtenant Materials and Resources
1. Tenant and Tenant's subtenants are encouraged to use sustainable products which
are composed of some or all of the following: recycled, salvaged, low chemical emitting, renewable
and/or locally sourced. To the extent practicable, it is also recommended that Tenant and Tenant's
subtenant request from all vendors to use the least amount of packaging required to insure safe delivery of
such vendor's products.
H. Other Landlord Sustainability Practices reasonably required by Landlord.