Office Lease ___________________ Landlord and ___________________ Tenant Premises: Date: - Form 1-NY/1356461.10 American LegalNet, Inc. www.FormsWorkflow.com Table of Contents Article 1. Page Basic Terms and Definitions.................................................................................. 1 Article 2. Demise; Rent.......................................................................................................... 2 Article 3. Use ......................................................................................................................... 3 Article 4. Condition of the Premises; Landlord’s Work ........................................................ 4 Article 5. Tenant’s Work ....................................................................................................... 5 Article 6. Real Estate Taxes................................................................................................... 7 Article 7. Expenses ................................................................................................................ 8 Article 8. Electricity - Direct................................................................................................ 11 Article 8. Electricity - Rent Inclusion .................................................................................. 11 Article 9. Services ................................................................................................................ 14 Article 10. Repairs ................................................................................................................. 16 Article 11. Laws..................................................................................................................... 17 Article 12. Subordination; Estoppel Certificates ................................................................... 17 Article 13. Insurance .............................................................................................................. 18 Article 14. Casualty................................................................................................................ 20 Article 15. Condemnation ...................................................................................................... 21 Article 16. Assignment and Subletting .................................................................................. 21 Article 17. Access .................................................................................................................. 24 Article 18. Default.................................................................................................................. 25 Article 19. Remedies.............................................................................................................. 26 Article 20. Security ................................................................................................................ 29 Article 21. Broker .................................................................................................................. 30 Article 22. Notices ................................................................................................................. 30 Article 23. Representations and Liability .............................................................................. 30 Article 24. End of Term ......................................................................................................... 33 Article 25. Miscellaneous ...................................................................................................... 33 Exhibit A Exhibit B Exhibit C Exhibit D The Premises Landlord’s Work Landlord’s Regulations Standby Letter of Credit 1-NY/1356461.10 i American LegalNet, Inc. www.FormsWorkflow.com Office Lease Lease dated ______________, between ___________________, a ___________________________ (“Landlord”), and ____________________, a _______________ (“Tenant”). Article 1. Basic Terms and Definitions Section 1.1 Broker. _________________________. Section 1.2 Electricity Factor. $__________ per annum, subject to adjustment as provided in this lease. This Basic Term is used only if electricity is provided by Rent Inclusion. Section 1.3 Expenses Base Year. The calendar year ending December 31, ___. Section 1.4 Fixed Rent. $_______ per annum. The Fixed Rent includes the Electricity Factor if electricity is provided by Rent Inclusion. Section 1.5 Fixed Rent Commencement Date. The date which is ____ days following the Commencement Date. Section 1.6 Guarantor. _____________________. Section 1.7 Landlord’s Work. Section 1.8 Notice Address. The work, if any, described on Exhibit B to this lease. (a) Landlord. ___________________________________. (b) Tenant. _____________________________. Section 1.9 Premises. The portion of the ____ floor shown on Exhibit A to this lease in the building at __________________________, New York, New York (“Building”; the land used in connection with the Building is called “Land”). The Premises include any fixtures and improvements in the Premises on the Commencement Date, Landlord’s Work, if any, and any other fixtures and improvements installed in the Premises by Landlord after the Commencement Date. Section 1.10 Security. $____________. Section 1.11 Taxes Base Year. The 12-month period ending _____________. Section 1.12 Tenant’s Share. ___ percent. Section 1.13 Term. The period commencing on the date (“Commencement Date”) which is the later of (a) _____________________ and (b) the date Landlord delivers to Tenant possession of the Premises with Landlord’s Work, if any, substantially complete (or the 1 American LegalNet, Inc. www.FormsWorkflow.com date possession is deemed delivered and Landlord’s Work, if any, is deemed substantially complete as provided in this lease), or any earlier date on which Tenant first occupies any part of the Premises for the conduct of business, and ending on the date (the “Expiration Date”) which is the earlier of (i) last day of the month in which occurs the _________ anniversary of the day immediately preceding the Commencement Date (“Fixed Expiration Date”), and (ii) the date the term of this lease is terminated pursuant to this lease (“Earlier Expiration Date”). Section 1.14 Certain Definitions. This Section lists each defined term appearing in more than one Article, other than the Basic Terms, and the Section in which it is defined. Any reference in this lease to (a) “legal action”, includes any suit, proceeding or other legal, arbitration or administrative process, (b) “person”, includes any individual or entity, and (c) “this lease”, includes Landlord’s Regulations and the Exhibits to this lease. Section 11.1 19.1(e) 9.1 18.1 19.6 7.1(a) 11.1 12.1 12.1 3.3 3.1 2.2 12.1 12.1 6.1 5.7 5.1 23.8 Defined Term Authority Base Rate Business Days Default Default Rate Expenses Laws Mortgagee Mortgages Landlord’s Regulations Permitted Use Rent Superior Lease Superior Landlord Taxes Tenant’s Property Tenant’s Work Unavoidable Events Article 2. Demise; Rent Section 2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, for the Term, at the Rent and on the other terms of this lease. Section 2.2 Tenant shall pay Landlord the Rent, without notice, deduction or offset (except as provided in this lease), in lawful money of the United States of America, by Tenant’s check or another method approved by Landlord, at Landlord’s Notice Address or another address Landlord designates, and as provided in this lease. The Fixed Rent shall be paid in equal monthly installments, in advance, on the first day of each calendar month during the Term, except that (a) Tenant shall not pay the Fixed Rent (other than the Electricity Factor, if applicable) until the Fixed Rent Commencement Date, if any, and (b) on the signing and delivery of this lease by Tenant, Tenant shall pay Landlord one full monthly installment of the Fixed Rent, to be applied to the first full monthly installment of the Fixed Rent due under this lease. If the Fixed Rent Commencement Date is not the first day of a month, the Fixed Rent for the month 1-NY/1356461.10 2 American LegalNet, Inc. www.FormsWorkflow.com in which the Fixed Rent Commencement Date occurs shall be apportioned according to the number of days in that month. All sums, other than the Fixed Rent, payable by Tenant to Landlord under this lease, including the payment of deficiencies in the Security, if any, are considered additional rent (and the Fixed Rent and all additional rent are collectively called “Rent”). Landlord’s delay in rendering, or failure to render, any statement required to be rendered by Landlord for any Rent for any period shall not waive Landlord’s right to render a statement or collect that Rent for that or any subsequent period. The rendering of an incorrect statement shall not waive Landlord’s right to render a corrected statement for the period covered by the incorrect statement and collect the correct amount of the Rent. Section 2.3 If at any time during the Term the Rent is not fully collectible by reason of any Law, Tenant shall enter into such agreements and take such other action (without additional expense or liability to Tenant) as Landlord reasonably requests and which is not prohibited by any Law, to permit Landlord to collect the maximum permissible Rent (but not in excess of the Rent). On the termination of that Law prior to the Expiration Date (a) the Rent shall be paid in accordance with this lease, and (b) Tenant shall pay to Landlord, if not prohibited by any Law, the Rent which would have been paid but for that Law, less the Rent paid by Tenant to Landlord during the period of that Law. Section 2.4 If Landlord fails to give Tenant possession of the Premises on any specific date, Landlord shall have no liability to Tenant and this lease shall remain in full force and effect according to its terms, but the Term and the Rent shall not commence until the Commencement Date (or, with respect to the Fixed Rent, the Fixed Rent Commencement Date, if applicable). This Section constitutes an express provision to the contrary pursuant to Section 223-a of the New York Real Property Law (or any similar Law), which Landlord and Tenant agree is inapplicable to this lease (and Tenant hereby waives any right to damages or to rescind this lease which Tenant might otherwise have under that Law). Article 3. Use Section 3.1 Tenant shall use the Premises only for offices (the “Permitted Use”), subject, however, to the provisions of this lease. Section 3.2 Tenant shall not (a) use any part of the Premises (i) in violation of this lease or the certificate of occupancy, if any, for the Premises or the Building (Landlord represents, however, that the Premises may be used for the Permitted Use) or (ii) for any of the following (or offices therefor): employment agency; travel agency; Authority; foreign government or any business owned in whole or in part by a foreign government; foreign airline; a place of public assembly; the rendering of any health or health-related services; a school or classroom; gambling; any business that, in Landlord’s reasonable judgment, may jeopardize the safety of the Building or its occupants; or the sale or preparation of any food or beverage (except for vending machines and warming food, in both cases solely for Tenant’s employees and invitees), (b) use any area outside the Premises within or adjacent to the Building for the sale or display of any merchandise, for solicitations or demonstrations or for any other activity, (c) store trash other than inside the Premises, (d) cause waste, or do anything which, in Landlord’s reasonable judgment, disturbs other occupants of the Building (including permitting music or other sounds in the Premises to be heard outside the Premises, equipment in the Premises to cause vibration or noise which is transmitted beyond the Premises, odors or fumes beyond the 1-NY/1356461.10 3 American LegalNet, Inc. www.FormsWorkflow.com Premises or its employees, invitees or deliverymen to loiter immediately outside the Premises or the Building or within the public areas of the Building) or is obscene, pornographic or lewd, (e) place any sign or other item outside the Premises or the Building, or on any window or door of the Premises, or in the Premises if it can be seen from outside the Premises, except a Building standard identification sign on Tenant’s entrance door, Building standard window coverings or other sign or item expressly permitted by this lease, (f) park trucks or other vehicles which interfere with any part of the Building or the Land, (g) cause the release in or from the Premises of any hazardous material, or any other item which is deemed hazardous under any Law, (h) advertise in a manner which, if the Building is identified, in Landlord’s reasonable judgment, impairs the reputation or desirability of the Building or (i) move any heavy or bulky items into or out of the Building without Landlord’s consent, which shall not be unreasonably withheld or delayed (and (x) if any such item requires special handling, Tenant shall employ a person approved by Landlord for such purpose, which approval shall not be unreasonably withheld or delayed and (y) Landlord may inspect any items brought into or taken from the Building). Section 3.3 Tenant shall comply with the existing rules and regulations of the Building attached to this lease as Exhibit C, and any future rules and regulations adopted by Landlord in connection with the operation of, and construction work within, the Building which do not materially and adversely affect Tenant’s rights under this lease or impose any material financial responsibility on Tenant (collectively, “Landlord’s Regulations”), 10 days prior notice of which shall be given to Tenant. Landlord is not required to enforce Landlord’s Regulations or any other lease and Landlord shall not be liable to Tenant for a violation of Landlord’s Regulations or any other lease. Landlord’s failure to enforce Landlord’s Regulations against Tenant or any other occupant of the Building shall not be considered a waiver of Landlord’s Regulations. Landlord shall not, however, enforce Landlord’s Regulations against Tenant in a discriminatory manner. If there is any inconsistency between this lease and Landlord’s Regulations, this lease shall control. Article 4. Condition of the Premises; Landlord’s Work Section 4.1 Tenant has examined the Premises and, subject to Landlord performing Landlord’s Work, if any (a) Tenant shall accept possession of the Premises in its “AS IS” condition on the date of this lease, subject to normal wear and tear and the removal of the existing occupant’s property, if any, and (b) Landlord has no obligation to perform any work, supply any materials, incur any expenses or make any installations to prepare the Premises for Tenant’s occupancy. Section 4.2 Landlord shall, at its expense, in a Building standard manner, using Building standard materials, in accordance with all applicable Laws, as soon as practicable following the date of this lease, perform Landlord’s Work, if any. If requested by Landlord or Tenant, Landlord and Tenant shall promptly sign and deliver a confirmation of the Commencement Date, the Fixed Rent Commencement Date, if any, the Fixed Expiration Date and any other dates referred to in this lease, but the failure to do so shall not change those dates. Section 4.3 Landlord’s Work shall be deemed substantially complete when it is completed in accordance with this lease and all applicable Laws, except for minor details of construction, decoration and mechanical adjustments to be performed by Landlord (which shall be completed as soon as practicable), the noncompletion of which does not (and the completion 1-NY/1356461.10 4 American LegalNet, Inc. www.FormsWorkflow.com of which will not) materially interfere with Tenant’s use of the Premises or the performance of Tenant’s Work. If the substantial completion of Landlord’s Work, if any, or delivery of possession of the Premises by Landlord to Tenant, is delayed due to any act or omission of Tenant or Tenant’s employees, agents or contractors (a) Landlord’s Work shall be deemed substantially complete and possession shall be deemed delivered on the date Landlord’s Work would have been substantially complete or possession would have been delivered but for that act or omission and (b) Tenant shall reimburse Landlord for all additional costs incurred by Landlord as the result of the delay. Article 5. Tenant’s Work Section 5.1 Except as may be expressly provided in this lease, Tenant shall not make any changes to the Premises, the Building, the Building systems, or any part thereof (collectively, “Tenant’s Work”), without Landlord’s consent. Landlord’s consent shall not be unreasonably withheld or delayed provided that Tenant’s Work (a) does not (i) affect any part of the Building outside the Premises, (ii) adversely affect any structural element of the Building (iii) adversely affect any Building system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, and (b) is performed only by contractors or subcontractors approved by Landlord (which shall not be unreasonably withheld or delayed, except that any Tenant’s Work which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of approved contractors and subcontractors for that work). Tenant’s Work shall be performed, at Tenant’s expense, in a professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2). If Tenant’s Work consists solely of the installation of Tenant’s Property in the Premises, a change affecting only Tenant’s Property in the Premises or the painting, carpeting or decorating of the Premises, Landlord’s consent shall not be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall apply and (iii) such Tenant’s Work does not violate clauses (a) or (b) of this Section. Section 5.2 Prior to performing any Tenant’s Work which, pursuant to this Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense (a) deliver to Landlord, detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord prepared and certified by a registered architect or licensed engineer, and suitable for filing with the applicable Authority, if filing is required by Law (“Tenant’s Plans”), (b) obtain Landlord’s approval of Tenant’s Plans (which shall not be unreasonably withheld or delayed to the extent Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article), (c) obtain (and deliver to Landlord copies of) all required authorizations of any Authority, (d) deliver to Landlord certificates (in form reasonably acceptable to Landlord) of worker’s compensation insurance (covering all persons to be employed by Tenant, and all contractors and subcontractors performing any Tenant’s Work), commercial general liability insurance (naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds) and Builder’s risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the 1-NY/1356461.10 5 American LegalNet, Inc. www.FormsWorkflow.com total cost of such Tenant’s Work and reasonably acceptable to Landlord securing Tenant’s obligation to complete and pay for such Tenant’s Work. Tenant shall promptly reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. Section 5.3 If, in connection with Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant shall, at Tenant’s expense, have it removed by bonding or otherwise within 30 days after Tenant receives notice of the filing. Section 5.4 Tenant shall not employ, or permit the employment of, any contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment shall, in Landlord’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. Section 5.5 At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Section 5.6 Tenant shall not place a load on any floor of the Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. Section 5.7 On or before the Expiration Date, Tenant shall, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant was required to remove) which is not removed by Tenant by the Expiration Date shall be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at Tenant’s expense. 1-NY/1356461.10 6 American LegalNet, Inc. www.FormsWorkflow.com Article 6. Real Estate Taxes Section 6.1 The following defined terms are used in this Article: (a) Taxes. The aggregate of all real estate taxes, assessments (special or otherwise), and other charges (including business improvement district charges and payments in lieu of Taxes) of any Authority assessed against all or any part of the Building or the Land. If the method of taxation is changed so that in lieu of, as an addition to or as a substitute for all or any part of the real estate taxes, assessments or charges assessed against all or any part of the Building or the Land, there is assessed any other tax, assessment or charge, including one based on the rents received from the Building or the Land, all such taxes, assessments and charges shall be considered Taxes. Taxes shall not, however, include any franchise, gift, inheritance, estate, sales, transfer, general income or profit tax imposed on Landlord (unless it is considered part of Taxes pursuant to the preceding sentence). If in any Tax Year (including the Taxes Base Year) there is any abatement, exemption or discount of Taxes (or any assessment or rate which comprises Taxes), the abatement, exemption or discount shall not be taken into account, and Taxes shall be determined as if there were no abatement, exemption or discount. (b) Tax Year. The 12-month period ending June 30 (or such other period as may be adopted by The City of New York as its fiscal year for Taxes). (c) Tax Statement. A statement showing the calculation of Tenant’s Tax Payment. (d) Tenant’s Tax Payment. Tenant’s Share of the excess of Taxes for any Tax Year over Taxes for the Taxes Base Year. Section 6.2 If for any reason, foreseen or unforeseen (including increases in the tax rate or the assessed valuation of the Building or the Land for any reason, including changes in the method of assessment, reassessments occurring in the normal course or outside of the normal course or increases in assessments by reason of changes to the Building or the Land made by Tenant, other tenants, or Landlord), Taxes for any Tax Year, all or any part of which falls within the Term, exceed Taxes for the Taxes Base Year, Tenant shall pay to Landlord Tenant’s Tax Payment within 15 days following Tenant’s receipt of the Tax Statement for that Tax Year. At Tenant’s request, Landlord shall deliver to Tenant a copy of the relevant bill for Taxes. If Taxes for any Tax Year are less than Taxes for the Taxes Base Year, Tenant shall not be entitled to any payment or credit. If Landlord requests, Tenant shall pay to Landlord Tenant’s Tax Payment as reasonably estimated by Landlord from time to time in monthly or other periodic installments, in advance, on the first day of each calendar month or other period, so that on the date 30 days before the date Landlord is required (without interest or penalty) to pay Taxes for any Tax Year or part of a Tax Year Landlord shall have received from Tenant Tenant’s Tax Payment for that Tax Year or that part of a Tax Year. If Landlord requests or revises the installments of Tenant’s Tax Payment following the commencement of a Tax Year, Tenant shall (a) until a request is made, pay the installments of Tenant’s Tax Payment for the prior Tax Year and (b) within 15 days following Tenant’s receipt of Landlord’s request or revision, pay the installments of Tenant’s Tax Payment retroactive to the beginning of that Tax Year to the extent they exceed the payments previously made by Tenant for that Tax Year (or if they are less, Landlord shall credit the difference against the next payments under this lease). If 30 days 1-NY/1356461.10 7 American LegalNet, Inc. www.FormsWorkflow.com before the date Landlord is required (without interest or penalty) to pay Taxes for any Tax Year or any part of a Tax Year the aggregate amount collected by Landlord from Tenant is not sufficient to pay Tenant’s Tax Payment for that Tax Year or that part of a Tax Year, Landlord shall give notice to Tenant, and Tenant shall pay to Landlord the deficiency within 15 days following Tenant’s receipt of Landlord’s request. If, however, the aggregate amount collected by Landlord from Tenant is greater than Tenant’s Tax Payment, Landlord shall credit the excess against Tenant’s next payments under this lease or, if any excess is due Tenant at the Expiration Date, Landlord shall promptly pay that excess to Tenant. Section 6.3 Landlord may, at Landlord’s option, institute proceedings to reduce Taxes. Tenant may not institute such proceedings. If Taxes for the Taxes Base Year are reduced, Tenant’s Tax Payment for all Tax Years subsequent to the Taxes Base Year shall be recomputed based on the reduced Taxes for the Taxes Base Year, and Tenant shall pay to Landlord, within 15 days following receipt of Landlord’s request, the deficiency between the amount due as a result of the recomputations and the amount paid by Tenant. If Landlord receives a refund or credit of Taxes for any Tax Year for which Tenant made Tenant’s Tax Payment, Landlord shall credit Tenant’s Share of the refund or credit against Tenant’s next payments under this lease (or, if any refund or credit is due Tenant at the Expiration Date, Landlord shall promptly pay that refund or credit to Tenant), after deducting from the refund or credit any reasonable expenses incurred by Landlord to obtain the refund or credit which have not been previously reimbursed to Landlord, but Tenant’s Share of the refund or credit for any Tax Year shall not exceed Tenant’s Tax Payment paid for that Tax Year. Section 6.4 If the Commencement Date or the Expiration Date is a date other than the first or last day of a Tax Year, Tenant’s Tax Payment for that Tax Year shall be apportioned according to the number of days of that Tax Year within the Term. Tenant shall, to the extent not paid by Tenant to Landlord as part of Taxes, pay to Landlord, within 15 days following Tenant’s receipt of Landlord’s request, any occupancy, rent or other tax now or hereafter imposed on Tenant which (a) must be collected by Landlord, (b) is payable by Landlord if not paid by Tenant or (c) is a lien on any part of the Building or the Land. Section 6.5 Tenant shall pay to Landlord, within 15 days following Tenant’s receipt of Landlord’s invoice, Tenant’s Share of the reasonable expenses incurred to contest any Taxes applicable to any part of the Term (prorated for any partial Tax Year within the Term) which have not been previously reimbursed to Landlord. Article 7. Expenses Section 7.1 The following defined terms are used in this Article: (a) Expenses. All of Landlord’s expenses in connection with operating. insuring, maintaining and repairing the Building or the Land, excluding (i) depreciation, (ii) interest on and amortization of borrowed funds, (iii) financing or refinancing expenses, (iv) expenses in connection with the sale of the Building or the Land or any interest in the Building or the Land, (v) rent under any Superior Lease, (vi) leasehold improvements for tenants (including Landlord’s Work, if any), (vii) leasing commissions, (viii) capital expenditures other than capital expenditures required by any Law enacted or becoming effective after the date of this lease or which Landlord reasonably believes shall reduce Expenses, in both cases amortized 1-NY/1356461.10 8 American LegalNet, Inc. www.FormsWorkflow.com on a straight-line basis over the useful life of the capital item in question reported by Landlord for tax purposes, with interest at the Base Rate, (ix) the wages and fringe benefits of any employee above Building manager, (x) expenses incurred by reason of casualty or condemnation (except for the reasonable deductible portion of any insured casualty), (xi) expenses for services to tenants in the Building in excess of the services required by this lease to be provided to Tenant, (xii) expenses paid to any affiliate of Landlord in excess of the expenses which would have been paid to an unaffiliated person, (xiii) legal and accounting fees in connection with the leasing of the Building or any legal action with another occupant, (xiv) advertising and promotional expenses, (xv) Taxes and any exclusions from Taxes expressly set forth in this lease and (xvi) charitable contributions other than membership fees or dues of real estate related organizations. If a managing agent for the Building is not employed by Landlord, a management fee may be included in Expenses which does not exceed the then prevailing management fee for a managing agent that is not paid leasing commissions (unless it is the procuring cause) for buildings similar to the Building in the vicinity of the Building. Expenses for the Expenses Base Year and each calendar year shall be reasonably determined by Landlord as if the Building is 100% occupied and as if Landlord is required to provide to each tenant the same services as Landlord is required pursuant to this lease to provide to Tenant without additional charge. If this lease shall provide that an expense is to be paid by Landlord, that expense shall be deemed an Expense if it is not excluded from Expenses pursuant to this paragraph or another provision of this lease. (b) Expense Statement. A reasonably detailed statement prepared by Landlord or, at Landlord’s option, a third party, showing the calculation of Tenant’s Expense Payment. (c) Tenant’s Expense Payment. Tenant’s Share of the excess of Expenses for any calendar year over Expenses for the Expenses Base Year. Section 7.2 If Expenses for any calendar year all or any part of which falls within the Term exceeds Expenses for the Expenses Base Year, Tenant shall pay to Landlord Tenant’s Expense Payment within 15 days following Tenant’s receipt of the Expense Statement for that calendar year. If Expenses for any calendar year are less than Expenses for the Expenses Base Year, Tenant shall not be entitled to any payment or credit. If Landlord requests, Tenant shall pay to Landlord Tenant’s Expense Payment as reasonably estimated by Landlord from time to time in monthly or other periodic installments, in advance, on the first day of each calendar month or other period. If Landlord requests or revises the installments of Tenant’s Expense Payment following the commencement of a calendar year, Tenant shall (a) until a request is made, pay the installments of Tenant’s Expense Payment for the prior calendar year and (b) within 10 days following Tenant’s receipt of Landlord’s request or revision, pay the installments of Tenant’s Expense Payment retroactive to the beginning of that calendar year to the extent they exceed the payments previously made by Tenant for that calendar year (or if they are less, Landlord shall credit the difference against the next payments under this lease). Landlord shall, within 120 days following the end of each calendar year, deliver to Tenant an Expense Statement for that calendar year. If the aggregate amount collected by Landlord from Tenant for that calendar year is less than Tenant’s Expense Payment shown on that Expense Statement, Tenant shall pay the deficiency to Landlord within 10 days following Tenant’s receipt of that Expense Statement. If, however, the aggregate amount collected by Landlord from Tenant is greater, 1-NY/1356461.10 9 American LegalNet, Inc. www.FormsWorkflow.com Landlord shall credit the excess against Tenant’s next payment under this lease or, if any excess is due Tenant at the Expiration Date, Landlord shall promptly pay that excess to Tenant. Section 7.3 If the Commencement Date or the Expiration Date is a date other than the first or last day of a calendar year, Tenant’s Expense Payment for that calendar year shall be apportioned according to the number of days of that calendar year within the Term. Section 7.4 Tenant shall have the right, at Tenant’s expense, during normal business hours, on notice to Landlord, to examine, at Landlord’s office (or at Landlord’s option, the office of Landlord’s managing agent or independent certified public accountant), Landlord’s books and records which are relevant to the determination of the Expenses shown on any Expense Statement, provided (a) there is no Default on the date of the examination, (b) the examination is conducted on one or more dates mutually convenient for Landlord and Tenant and concluded within 120 days following Tenant’s receipt of the Expense Statement in question (if Landlord has provided Tenant with reasonable access during that period), (c) the person examining Landlord’s books and records is not a person who is paid based in whole or in part on the amount of any reduction of the Expense Payment resulting from the examination (and, prior to making an examination both Tenant and the person retained by Tenant to make the examination shall certify to Landlord that the person making the examination is not to be paid any sum based in whole or in part on the reduction of Expense Payment), and (d) any information obtained by Tenant or the person examining Landlord’s books and records shall be kept confidential, except for disclosure to Tenant’s legal counsel and other advisors and any independent person designated to resolve any dispute between Landlord and Tenant relating to an Expense Payment or as required by any Law. Section 7.5 An Expense Statement shall be binding and conclusive on Tenant unless Tenant, within 180 days following Tenant’s receipt of that Expense Statement, gives notice to Landlord disputing its accuracy and setting forth the particular respects in which that Expense Statement is claimed to be inaccurate. If Tenant timely disputes an Expense Statement and Landlord and Tenant have not settled the dispute by agreement within 30 days following Landlord’s receipt of Tenant’s notice of dispute, Landlord and Tenant shall, within 60 days following Landlord’s receipt of Tenant’s notice of dispute, designate one independent person to resolve the dispute, who must have not less than 10 years’ experience as an independent certified public accountant in connection with commercial office buildings in The City of New York. If Landlord and Tenant fail to designate that person within 60 days following Landlord’s receipt of Tenant’s notice of dispute, that person shall be designated by the New York City office of the American Arbitration Association (or any successor organization) under its then expedited rules at the request of either Landlord or Tenant. The determination of that person (which shall be requested within 30 days) shall be binding and conclusive on Landlord and Tenant. Landlord and Tenant shall each pay their own expenses of this procedure, except the fees and expenses of the independent person and the American Arbitration Association (or any successor organization) shall be paid 50 percent by Landlord and 50 percent by Tenant. Pending the resolution of any dispute, Tenant shall pay to Landlord Tenant’s Expense Payment shown on that Expense Statement. Landlord shall credit against the next payments under this lease any Expense Payment paid by Tenant in excess of that determined by agreement or by the independent person designated to resolve a dispute. Tenant shall not be permitted to dispute an Expense Statement if there is a Default on the date of Tenant’s notice of dispute. 1-NY/1356461.10 10 American LegalNet, Inc. www.FormsWorkflow.com Article 8. Electricity - Direct Section 8.1 Landlord shall have no obligation to provide electricity to Tenant or the Premises. Tenant shall, at Tenant’s expense (a) arrange for electricity to be furnished to the Premises, including the furnishing and installing of all meters and other components of the electrical system serving only the Premises, (b) provide electricity in the Premises to Landlord, or Landlord’s employees, agents or contractors performing any work in the Premises (including cleaning services), (c) maintain and promptly make all repairs, ordinary and extraordinary, to all components of the electrical system serving only the Premises, including all meters, and (d) pay, as and when due, for electricity used in the Premises. Tenant shall not overload the electrical system serving the Premises. Article 8. Electricity - Rent Inclusion Section 8.1 Subject to the provisions of this Article, Landlord shall provide electricity to the Premises through the existing electrical system of the Building for reasonable use for lighting and normal office equipment. Landlord shall not be liable to Tenant for any failure, defect or interruption of electric service for any reason. Tenant’s use of electricity in the Premises shall not at any time exceed the capacity of the electrical system within or serving the Premises and Tenant shall not overload any component of such system. Tenant shall, at Tenant’s expense, furnish and install all lighting tubes, lamps, bulbs and ballasts required in the Premises. Landlord shall select (and may from time to time change) the utility or other supplier providing electricity to the Building and the Premises. Tenant shall comply with all rules, regulations and other requirements of the utility or other supplier. Section 8.2 Landlord may, at any time, cause Landlord’s electric consultant to survey the lighting and equipment in the Premises and to estimate the annual cost of the electrical usage in the Premises (including the electrical usage of all components, serving only the Premises, of the Building’s heating, ventilating and air-conditioning systems), considering consumption, demand and all other relevant factors and based on the electric rate schedule pursuant to which Landlord purchases electricity for the Building, applied as if Tenant’s usage were the only usage in the Building. If the annual cost estimated by Landlord’s consultant exceeds the Electricity Factor then in effect, the Electricity Factor and the Fixed Rent shall be increased by the amount of such excess, effective as of the date of the survey or, if performed in connection with Tenant’s initial occupancy of the Premises, as of the Commencement Date. The amount of any increase for the period from the effective date of the increase to the last day of the month in which Tenant receives notice of the increase shall be paid within 10 days following Tenant’s receipt of Landlord’s statement. Section 8.3 If at any time the electric rates on the schedule pursuant to which Landlord purchases electricity for the Building are increased (including by reason of Landlord changing the electricity supplier for the Building), Landlord may cause Landlord’s electric consultant to estimate the resulting increase in Landlord’s annual cost to supply electricity to the Premises and, effective on the date of the increase in the electric rates, the Electricity Factor and the Fixed Rent shall be increased by the amount estimated. The amount of the increase for the period from the effective date of the increase to the last day of the month in which Tenant receives notice of the increase shall be paid within 10 days following Tenant’s receipt of Landlord’s statement. 1-NY/1356461.10 11 American LegalNet, Inc. www.FormsWorkflow.com Section 8.4 Any determination of Landlord’s electric consultant under this Article shall be binding and conclusive on Tenant unless within 90 days after Tenant’s receipt of the determination Tenant notifies Landlord that Tenant disputes the determination, identifies in Tenant’s notice Tenant’s electric consultant and delivers to Landlord a copy of Tenant’s electric consultant’s determination. Tenant shall not, however, be permitted to dispute the determinations of Landlord’s electric consultant if there is a Default at the date of Tenant’s notice of dispute. If Landlord’s electric consultant and Tenant’s electric consultant fail to agree on the determination in question within 30 days following Landlord’s receipt of Tenant’s notice of dispute, Landlord’s electric consultant and Tenant’s electric consultant shall, within 40 days following Landlord’s receipt of Tenant’s notice of dispute, designate an independent electric consultant to select either the determination of Landlord’s electric consultant or the determination of Tenant’s electric consultant, whichever the independent electric consultant believes is more accurate. The independent electric consultant must be a person having not less than 10 years’ experience as an electric consultant for commercial office buildings in the City of New York. If the independent electric consultant is not designated within 40 days following Landlord’s receipt of Tenant’s notice of dispute, the independent electric consultant shall be designated by the New York City office of the American Arbitration Association (or any successor organization) under its then expedited rules at the request of either Landlord or Tenant. The determination of the independent electric consultant shall be binding and conclusive on Landlord and Tenant. Landlord and Tenant shall each pay their own expenses of this procedure, except the fees and expenses of the independent electric consultant or the American Arbitration Association (or any successor organization) shall be paid 50 percent by Landlord and 50 percent by Tenant. Pending the resolution of any dispute, Tenant shall pay to Landlord any increase in the Electricity Factor and the Fixed Rent determined by Landlord’s electric consultant. If it is determined that the increase is less than the increase determined by Landlord’s electric consultant, Landlord shall credit the overpayment against the Tenant’s next payments under this lease or if any overpayment is due Tenant at the Expiration Date, Landlord shall promptly pay that overpayment to Tenant. Section 8.5 Landlord may at any time, by notice to Tenant, elect to submeter the electricity provided to the Premises (including the electrical usage of all components, serving only the Premises, of the Building’s heating, ventilating and air-conditioning systems). If Landlord gives that notice this lease shall continue in full force and effect unaffected thereby, except that (a) Landlord shall, at Landlord’s expense, furnish, install and maintain any submeter and other equipment in order for Tenant’s electricity to be separately measured, and (b) from and after the date the submeter and equipment are placed in service (i) the Electricity Factor and the Fixed Rent shall be reduced by the Electricity Factor then in effect and (ii) Tenant shall pay to Landlord for Tenant’s electricity usage, for any submeter billing period, within 15 days following Tenant’s receipt of Landlord’s statement, the sum of (A) an amount determined by applying Tenant’s consumption of and demand for electricity as measured by the submeter to the rate schedule pursuant to which Landlord purchases electricity for the Building (“Base Electric Charge”), and (B) Landlord’s administrative charge for overhead and supervision equal to 10% of the Base Electric Charge (not to exceed, however, any limitation imposed on that charge by any Law); provided, however, that if the submeter does not measure demand for electricity then the Base Electric Charge shall be equal to the product of Tenant’s consumption of electricity as measured by the submeter multiplied by the average cost (including consumption-related and demand-related charges) of the electricity purchased by Landlord for the utility billing period most closely corresponding to such submeter billing period. If more than one submeter measures 1-NY/1356461.10 12 American LegalNet, Inc. www.FormsWorkflow.com Tenant’s electricity, the electricity supplied through each submeter may be computed and billed separately in accordance with this Section. Section 8.6 Landlord may at any time, by notice to Tenant, elect to discontinue providing electricity to the Premises (including the electricity for all components, serving only the Premises, of the Building’s heating, ventilating and air-conditioning systems). If Landlord gives that notice this lease shall continue in full force and effect unaffected thereby, except that (a) Tenant shall, at Tenant’s expense, diligently arrange to obtain electricity from the utility or other supplier providing electricity to the Building by means of the existing Building electrical system to the extent it is available, suitable and safe for such purpose, as reasonably determined by Landlord, (b) Landlord shall, at Landlord’s expense, furnish and install any additional equipment (including any meters) required in order for Tenant to obtain electricity directly from the utility or other supplier, and (c) from and after the date Tenant receives electricity from the utility or other supplier, Landlord shall not be required to provide electricity to the Premises and the Electricity Factor and the Fixed Rent shall be reduced by the Electricity Factor then in effect. Section 8.7 If any tax or other charge is imposed on Landlord’s receipt of Rent under this Article, Tenant shall pay such tax or other charge to Landlord within 15 days following receipt of Landlord's statement, and Landlord shall remit same to the appropriate Authority. Section 8.8 Landlord and Tenant shall sign, acknowledge and deliver to each other an agreement in such form as Landlord reasonably requires to reflect each change in the Electricity Factor and the Fixed Rent under this Article, but no delay or failure to do so shall change the effective date of the increase. Article 8. Electricity - Submeter Section 8.1 Subject to the provisions of this Article, Landlord shall provide electricity to the Premises through the existing electrical system of the Building for reasonable use in connection with lighting and normal office equipment. Landlord shall not be liable to Tenant for any failure, defect or interruption of electric service for any reason. Tenant’s use of electricity in the Premises shall not at any time exceed the capacity of the electrical system within or serving the Premises and Tenant shall not overload any component of such system. Tenant shall, at Tenant’s expense, furnish and install all lighting tubes, lamps, bulbs and ballasts required in the Premises. Landlord shall select (and may from time to time change) the utility or other supplier providing electricity to the Building and the Premises). Tenant shall comply with all rules, regulations, and other requirements of the utility or other supplier. Section 8.2 Tenant shall pay to Landlord for Tenant’s electricity usage (including the electricity for all components, serving only the Premises, of the Building’s heating, ventilating and air-conditioning system), for any submeter billing period, within 15 days following Tenant’s receipt of Landlord’s statement, the sum of (a) an amount determined by applying Tenant’s consumption of and demand for electricity as measured by the submeter measuring Tenant’s electricity usage to the rate schedule pursuant to which Landlord purchases electricity for the Building (“Base Electric Charge”), and (b) Landlord’s administrative charge for overhead and supervision equal to 10% of the Base Electric Charge (not to exceed, however, any limitation imposed on that charge by any Law); provided, however, that if the submeter does 1-NY/1356461.10 13 American LegalNet, Inc. www.FormsWorkflow.com not measure demand for electricity, then the Base Electric Charge shall be equal to the product of Tenant’s consumption of electricity as measured by the submeter multiplied by the average cost (including consumption-related and demand-related charges) of the electricity purchased by Landlord for the utility billing period most closely corresponding to such submeter billing period. If more than one submeter measures Tenant’s electricity, the electricity rendered through each submeter may be computed and billed separately in accordance with this Section. Section 8.3 Landlord may at any time, by notice to Tenant, elect to discontinue providing electricity to the Premises (including the electrical usage of all components, serving only the Premises, of the Building’s heating, ventilating and air-conditioning systems). If Landlord makes that election, this lease shall continue in full force and effect unaffected thereby, except that (a) Tenant shall, at Tenant’s expense, diligently arrange to obtain electricity from the utility or other supplier providing electricity to the Building by means of the existing Building electrical system to the extent it is available, suitable and safe for such purpose, as reasonably determined by Landlord, (b) Landlord shall, at Landlord’s expense, furnish and install any additional equipment (including any meters) required in order for Tenant to obtain electricity directly from the utility or other supplier, and (c) from and after the date Tenant receives electricity from the utility or other supplier, Landlord shall not be required to provide electricity to the Premises and Tenant shall not be required to pay to Landlord any charge for electricity usage pursuant to Section 8.2. Section 8.4 If any tax or other charge is imposed on Landlord’s receipt of Rent under this Article, Tenant shall pay such tax or other charge to Landlord within 15 days following Tenant’s receipt of Landlord’s statement, and Landlord shall remit same to the appropriate Authority. Article 9. Services Section 9.1 Elevators. Landlord shall (unless the Premises are on street level) provide (a) nonexclusive passenger elevator service on all days, excluding Saturdays, Sundays, and holidays observed by the State of New York, the Federal Government or the labor unions servicing the Building (“Business Days”), from 8:00 a.m. to 6:00 p.m. (“Business Hours”), (b) at least one passenger elevator at all other times and (c) a nonexclusive freight elevator on Business Days from 9:00 a.m. to 12 noon and from 1:00 p.m. to 5:00 p.m. Landlord may change the manner of operation of any of the elevators, but shall not reduce the hours of operation provided in this Section (unless required by Law). Section 9.2 Heat, Ventilation and Air Conditioning. Landlord shall provide to the Premises through the existing Building system, when and as required for the comfortable occupancy of the Premises (as reasonably determined by Landlord), heat, ventilation and air conditioning, on Business Days during Business Hours. Landlord makes no representation and shall have no obligation or liability with respect to the performance of the Building system by reason of (a) the use of the Premises, or any part thereof, in a manner exceeding the design criteria of the system, (b) the arrangement of any partitioning or the ceiling distribution system in the Premises which interferes with normal operation of the system, (c) the use of any machines or equipment in the Premises, except for ordinary office machines which do not produce excess heat, (d) Tenant’s failure to comply with this lease which affects the 1-NY/1356461.10 14 American LegalNet, Inc. www.FormsWorkflow.com performance of the system, (e) Tenant’s Work, (f) any other act of Tenant or Tenant’s employees or contractors, or (g) any Law. Section 9.3 Cleaning. Landlord shall after Business Hours on every Business Day provide cleaning service for the Premises in a manner which is then standard for the Building, excluding any portions of the Premises used for the storage, preparation, service or consumption of food or beverages or duplicating (except for any area used for a single duplicating machine). Tenant shall pay to Landlord or Landlord’s cleaning contractor, within 15 days following Tenant’s receipt of a bill, the cost of removing Tenant’s refuse and rubbish from the Premises and the Building to the extent it exceeds waste basket refuse and rubbish. Tenant shall, at Tenant’s expense, cause all portions of the Premises used for the storage, preparation, service or consumption of food or beverages or duplicating (except for any area used for a single duplicating machine) to be cleaned by Landlord’s cleaning contractor, in a manner reasonably satisfactory to Landlord. Section 9.4 Water; Lavatories. Landlord shall provide to the Premises domestic water for ordinary drinking, pantry and lavatory purposes. If Tenant requires domestic water for any other purpose, and domestic water is available for that purpose from the existing Building system, Landlord shall provide that domestic water, but may install a meter to measure Tenant’s domestic water consumption for all purposes (or, at Landlord’s option, to measure Tenant’s consumption of only the additional domestic water), in which event Tenant shall (a) pay to Landlord the cost of the meter and its installation, (b) at Tenant’s expense, keep the meter in good working order and repair, and (c) pay to Landlord, within 15 days following Tenant’s receipt of a bill, the cost incurred by Landlord to supply domestic water to the Premises as measured by the water meter (including any sales or other taxes). Section 9.5 Access. Tenant shall have access to the Premises 24 hours each day, seven days each week pursuant to procedures established by Landlord (but Landlord shall have no obligation to Tenant to remove any snow, ice or other obstructions except on Business Days during Business Hours). Landlord may exclude from the Building (a) any employee of Tenant not presenting a pass to the Building authorized by Landlord and (b) any visitor of Tenant who is not on a list provided to Landlord by Tenant or otherwise authorized by Tenant to enter the Building pursuant to procedures established by Landlord. Landlord may impose, temporarily from time to time, or permanently, security procedures. Section 9.6 Directory Listing. Landlord shall list Tenant’s name and the name of any permitted subtenant on the Building’s main tenant directory, at Tenant’s expense. The listing of any other name on the door of the Premises, the Building directory, or otherwise, shall not vest in that person any right or interest in this lease or in the Premises, nor shall it be considered Landlord’s consent to any assignment of this lease or any sublease or occupancy of the Premises. Section 9.7 Overtime, Extra or Outside Services. If Tenant shall give Landlord reasonable advance notice that Tenant requires heating, ventilation, air conditioning, or a freight elevator, during hours or on days other than those set forth in this lease, Landlord shall provide that service (unless, with respect to a freight elevator, it is not available during the requested hours or on the requested days) and Tenant shall pay Landlord, within 15 days following Tenant’s receipt of a bill, Landlord’s then established charge for that service. If, upon 1-NY/1356461.10 15 American LegalNet, Inc. www.FormsWorkflow.com Tenant’s request, Landlord provides Tenant with any service which Landlord is not required to furnish pursuant to this lease, Tenant shall pay to Landlord, within 10 days following Tenant’s receipt of a bill, Landlord’s then established charge for that service. Any outside service providers (other than those used by Tenant in connection with Tenant’s business) may be excluded from the Building if in Landlord’s reasonable determination the presence of that service provider is detrimental to the Building or any tenant. Section 9.8 No Warranty by Landlord. Landlord shall have no obligation to provide to Tenant or the Premises any services except as specifically set forth in this lease. Landlord does not warrant that any Building system or service to be provided by Landlord, or any other systems or services which Landlord may provide (a) shall be adequate for Tenant’s particular purposes or (b) shall be free from interruption or reduction. Building systems and services, including access, may be interrupted or reduced by reason of Laws, repairs or changes which are, in Landlord’s judgment, necessary or desirable, or Unavoidable Events, in which event such interruption or reduction shall not, unless otherwise provided in this lease (i) constitute an actual or constructive eviction, or a disturbance of Tenant’s use of the Premises, (ii) entitle Tenant to any compensation or abatement of the Rent, (iii) relieve Tenant from any obligation under this lease, or (iv) impose any obligation or liability on Landlord. Article 10. Repairs Section 10.1 Landlord shall, at Landlord’s expense, maintain and repair the Building (including the Building systems) and the Land, except to the extent of Tenant’s responsibility set forth in this Article. Section 10.2 Tenant shall, at Tenant’s expense, subject to the provisions of this lease, including Article 5, as if part of Tenant’s Work, maintain and repair the Premises (including any lavatories within the Premises) and all Building systems within and serving only the Premises, subject to reasonable wear and tear and damage for which Tenant is not responsible pursuant to this lease. If the Premises are on street level with an entry from the street directly into the Premises, Tenant shall, at Tenant’s expense (a) maintain and repair the sidewalks abutting the Premises and (b) keep those sidewalks free of rubbish, snow, ice and other obstructions, and otherwise in a safe and clean condition, subject to reasonable wear and tear and damage for which Tenant is not responsible pursuant to this lease. Subject to Section 13.4, all damage to the Building (including the Building systems) or the Land resulting from any act or omission of Tenant or Tenant’s employees or contractors, shall be repaired, at Tenant’s expense, by Tenant to the reasonable satisfaction of Landlord or, at Landlord’s option, by Landlord. Tenant shall give prompt notice to Landlord if any portion of the Premises or any Building system within the Premises requires repair. Tenant shall, at Tenant’s expense, cause vermin within the Premises to be exterminated (as reasonably required by Landlord). Section 10.3 Landlord shall have no liability to Tenant, there shall be no abatement of the Rent and there shall not be deemed to be any actual or constructive eviction of Tenant arising from Landlord performing any repairs or other work to any portion of the Building (including the Premises or the Building systems). Landlord shall perform such repairs or other work in a manner which minimizes interference with the conduct of Tenant’s business in the Premises and damage to the Premises, Tenant’s Work and Tenant’s Property (all of which 1-NY/1356461.10 16 American LegalNet, Inc. www.FormsWorkflow.com shall promptly be repaired by Landlord, at its expense), but Landlord is not required to employ overtime labor or incur additional expenses. Article 11. Laws Section 11.1 Tenant shall, at Tenant’s expense, subject to the provisions of this lease, including Article 5, as if part of Tenant’s Work, comply with all present and future laws, rules, regulations, orders, ordinances, judgments, requirements and (if Landlord adopts same) recommendations (collectively, “Laws”), of the United States of America, the State of New York, the City of New York or any present or future subdivision, court, agency, department, commission, board, bureau or instrumentality thereof, and any fire insurance rating body (collectively, “Authority”) applicable to Tenant’s occupancy of the Premises, Tenant’s Work, Tenant’s Property or the Premises. If, however, compliance requires structural work to the Premises or any work to the Building systems within and serving only the Premises, Tenant shall comply, at Tenant’s expense, only if the obligation to comply arises from Tenant’s Work, Tenant’s Property or Tenant’s manner of using the Premises (and, in such event, Landlord may, at Landlord’s option, perform the work, at Tenant’s expense, to be paid within 15 days following Tenant’s receipt of a bill). If Tenant’s manner of using the Premises requires work outside the Premises or to any Building system serving areas outside the Premises, Tenant shall cease that manner of using the Premises unless Landlord, at Landlord’s option, agrees to perform that work, at Tenant’s expense, to be paid within 15 days following Tenant’s receipt of a bill. Section 11.2 Tenant shall promptly deliver to Landlord a copy of any communication or other materials relating to the Premises, the Building (including the Building systems), Tenant’s Property or Tenant’s Work received by Tenant from, or sent by Tenant to, any Authority. Section 11.3 Landlord shall promptly cure any violation of Law affecting the Building or the Premises to the extent the violation interferes with Tenant’s occupancy of the Premises or the performance of Tenant’s Work. Article 12. Subordination; Estoppel Certificates Section 12.1 This lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all present and future underlying leases of the Building, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under any Mortgage. This Section is sel