Retail Lease _________________________________, Landlord and _________________________________, Tenant Premises: Date: -1­ American LegalNet, Inc. www.FormsWorkFlow.com TABLE OF CONTENTS Article 1. Article 2. Article 3. Article 4. Article 5. Article 6. Article 7. Article 8. Article 9. Article 10. Article 11. Article 12. Article 13. Article 14. Article 15. Article 16. Article 17. Article 18. Article 19. Article 20. Article 21. Article 22. Article 23. Article 24. Article 25. Page Basic Terms and Definitions ……………………………………………… Demise; Rent………………………………………………………………. Use; Rules and Regulations; Tenant Operations; Signs…………………… Condition of the Premises; Landlord’s Work……………………………… Tenant’s Work……………………………………………………………... Tax Payments……………………………………………………………… Expense Payments………………………………………………………… Utilities; Services…………………………………………………………. Common Areas……………………………………………………………. Repairs and Maintenance………………………………………………….. Laws; Hazardous Substances……………………………………………… Subordination; Estoppel Certificates……………………………………… Insurance………………………………………………………………….. Casualty…………………………………………………………………… Condemnation…………………………………………………………….. Assignment and Subletting……………………………………………….. Access; Changes in Building and Real Property…………………………. Default……………………………………………………………………. Remedies…………………………………………………………………. Security…………………………………………………………………… Broker…………………………………………………………………….. Notices; Consents and Approvals………………………………………… No Representations; Liability; Tenant Indemnity………………………... End of Term………………………………………………………………. Miscellaneous…………………………………………………………….. Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E [Optional] Exhibit F[Optional] Exhibit F[Optional] Exhibit G- Fixed Rent………………………………………………………… Landlord’s Work…………………………………………………. Premises………………………………………………………….. Commencement Date Agreement………………………………... Rules……………………………………………………………… Tax Payment – Direct Pass Through……………………………... Tenant’s Tax Payment – Escalation……………………………… Tenant’s Expense Payment – Type, Escalation or Direct Pass-Through……………………………………………... Full Guaranty…………………………………………………….. Good Guy Guaranty……………………………………………… Principals (owning a 25% or greater interest in Tenant)………… Exhibit H [Optional] Exhibit HExhibit I Riders Extension Option Rider…………………………………………………………………. Food Use Rider…………………………………………………………………………. Other Form of Letter of Credit………………………………………………………………… Riders Extension Option Rider…………………………………………………………………. Food Use Rider…………………………………………………………………………. Other Form of Letter of Credit………………………………………………………………… 1 2 4 6 6 9 10 11 12 13 14 16 17 18 18 19 22 23 24 27 28 28 29 30 31 34 35 36 37 39 40 42 43 45 49 54 55 56 58 55 56 58 -1­ American LegalNet, Inc. www.FormsWorkFlow.com FORM OF RETAIL LEASE (2009, modified 2010): This form was originally prepared by the Committee on Real Property Law of the Association of the Bar of the City of New York. This form may have been altered by the user and any such alterations may not be apparent. To view or download the original unaltered text of this form and a note about this form, visit the Real Estate Forms site at the Reports/Publications/Forms link at www.nycbar.org. This form will not be suitable for all transactions. No warranty or representation is made as to the legal sufficiency of the form. Retail Lease Lease dated ______________, between ______________________________, a ______ ______ limited liability company (“Landlord”), and _______________________________________. a _______________ (“Tenant”). Article 1. Basic Terms and Definitions Section 1.1 Additional Rent. All sums, other than the Fixed Rent, payable by Tenant to Landlord under this lease, including the payment of deficiencies and increases in the Security, if any. Section 1.2 Section 1.3 _____________________. Section 1.4 Broker. _________________________. Building. The building and improvements located at Commencement Date. _____________, subject to the provisions of Section 2.6. Section 1.5 Expiration Date. The date that is _________years following the last day of the calendar month in which the Commencement Date occurs. Section 1.6 Extension Option. A single _____ year extension option, more particularly described in the Extension Option Rider (if any) attached to this lease. Section 1.7 Fixed Rent. The Fixed Rent is shown on Exhibit A to this lease. Section 1.8 Fixed Rent Commencement Date. The date that is ____ days following the Commencement Date. Section 1.9 Guarantor. _____________________. If there is more than one person or entity comprising Guarantor, the liability of all persons and entities comprising Guarantor shall be joint and several. Section 1.10 Landlord’s Work. The work, if any, described in Exhibit B to this lease. Section 1.11 Notice Address. -1­ American LegalNet, Inc. www.FormsWorkFlow.com (a) Landlord. ____________________, ________, __________, New York _____. (b) Tenant. Prior to the Commencement Date_________, ________________ _______________, ___________, ______________, New York ____. After the Commencement Date, the Premises. Section 1.12 Permitted Use. __________________________, and for no other purpose. Section 1.13 Premises. The portion of the Building shown on Exhibit C to this lease. Section 1.14 Proportionate Share. ____ percent. Section 1.15 Real Property. The Building and the land on which it is located. Section 1.16 Rent. The Fixed Rent and all Additional Rent. Section 1.17 Security. $____________, subject to increase as provided in this Section. The amount of the Security shall be increased each time the monthly payments of Fixed Rent increase so that Landlord shall at all times have and maintain _____ (--) full months Fixed Rent as security, subject to further increase as provided in Article 20. Section 1.18 Term. The period commencing on the Commencement Date and ending on the Expiration Date, subject to earlier termination or extension of this lease pursuant to the terms hereof. Section 1.19 Certain Definitions. Any reference in this lease to (a) “legal action”, includes any suit, proceeding or other legal, arbitration or administrative process, and any appellate proceedings in connection therewith, (b) “person” includes any individual or entity, (c) “this lease” includes the Rules and the other Exhibits to this lease, and (d) “including” means “including without limitation”. 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, abatement, deduction or offset (except as expressly 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 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. Rent shall be pro-rated for any partial month according to the number of days in the month occurring during the Term. 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 to collect that -2­ American LegalNet, Inc. www.FormsWorkFlow.com 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, which Tenant shall pay within thirty (30) days after its receipt of the corrected statement. Section 2.3 If a Fixed Rent Commencement Date is specified in Article 1 of this lease: (a) Tenant is not required to pay Fixed Rent until the Fixed Rent Commencement Date provided Tenant does not default in performing its obligations under this lease beyond any applicable cure period; and (b) if the Fixed Rent Commencement Date is not the first day of a month, the Fixed Rent for the month in which the Fixed Rent Commencement Date occurs shall be apportioned according to the number of days in that month and shall be due and payable when invoiced. Section 2.4 Unless otherwise specified in this lease, all Additional Rent shall be paid by Tenant within thirty (30) days after Tenant is billed therefor. Section 2.5 Except as otherwise specifically provided in this lease, Landlord’s calculation, determination, or estimate of any Fixed Rent adjustment, any Additional Rent, any Additional Rent adjustment, or any refund (if this lease provides for one) (a “Determination”) shall bind Tenant unless: (a) Tenant gives Landlord Notice of Tenant’s objection (with all reasonable grounds for such objection) within thirty (30) calendar days after receiving Landlord’s first invoice based on such Determination, and (b) Tenant timely pays the invoiced amount (without prejudice to Tenant’s right to object as provided in this Section). Section 2.6 If for any reason Landlord is unable to deliver vacant possession of the Premises with Landlord’s Work, if any, substantially complete on or before ______________ [estimated Commencement Date] ___________________, this lease shall not be void or voidable nor shall Landlord be liable to Tenant therefor, monetarily or otherwise, but the Commencement Date shall be delayed until the date on which Landlord delivers vacant possession of the Premises to Tenant with Landlord's Work, if any, substantially completed. This Section constitutes an express provision to the contrary pursuant to Section 223-a of the New York Real Property Law (or any similar Laws, hereinafter defined), 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 thereunder). Section 2.7 Landlord and Tenant shall execute an agreement setting forth the Commencement Date, the Fixed Rent Commencement Date and the Expiration Date in the form attached hereto as Exhibit D. Section 2.8 Notwithstanding anything to the contrary in this lease or in any exhibit or diagram attached to it, no vault or vault space or other area outside the boundary of the Real Property is included in the Premises. If Tenant is permitted to use or occupy any such vault, space or other area, it is under a revocable license, and if such license is revoked or the size of such vault, space or area is reduced, such revocation or reduction shall not be deemed to be an actual or constructive eviction, and shall not entitle Tenant to any abatement or reduction of Rent, or relieve Tenant from any of its obligations under this lease, or impose any liability on Landlord. Tenant shall pay, as Additional Rent, all fees, taxes and charges imposed by any Authority (hereinafter defined) for any such vault, space or area used or occupied by Tenant. -3­ American LegalNet, Inc. www.FormsWorkFlow.com Article 3. Use; Rules and Regulations; Tenant Operations; Signs Section 3.1 Tenant shall use the Premises only for the Permitted Use, subject, however, to the provisions of this lease. Tenant, at its sole cost and expense, shall acquire any and all permits, licenses, certificates and approvals required by Laws for the Permitted Use and the conduct of Tenant’s operations in the Premises. Tenant shall store in the Premises only the merchandise that Tenant sells on a retail basis for the Permitted Use of the Premises, and shall use commercially reasonable efforts to minimize the areas used for storage and to maximize the area used for retail sales. Section 3.2 Tenant shall not use the Premises, or any part thereof, in violation of the certificate of occupancy, if any, for the Premises or the Building. Section 3.3 Tenant shall, and shall cause its employees, contractors, and invitees to, comply with the rules and regulations annexed hereto as Exhibit E and such reasonable changes therein (whether by modification, restatement, elimination or addition) as Landlord may make at any time or times hereafter and communicate to Tenant (the “Rules”). Landlord is not required to enforce the Rules against Tenant or any other tenant or occupant, their employees, contractors or invitees, and Landlord shall not be liable to Tenant for any violation of the Rules by another tenant or occupant or any of their employees, contractors or invitees. Landlord’s failure to enforce the Rules against Tenant or any other occupant of the Building shall not be considered a waiver of the Rules, provided that the Rules shall not be enforced in a discriminatory manner. Section 3.4 The continuous operation of Tenant’s business in the Premises is of material importance to Landlord because of the adverse impact on the Building of vacant retail space. Tenant shall cause its business to be fully stocked and staffed, and open continuously for business at the Premises at least __ hours a day, such __hours to be between the hours of __ a.m. and ___ p.m. and at least __ days a week excluding days observed as holidays by the Federal government. In no event shall Tenant operate its business between the hours of ____ and _____. Notwithstanding the foregoing, Tenant may be temporarily closed for not more than thirty (30) consecutive days no more frequently than as necessary in order to refurbish Tenant’s Work (hereinafter defined), and in connection with a transfer of the Premises to a permitted subtenant or assignee. Tenant shall not be deemed to have abandoned or vacated the Premises as a result of any closure contemplated by the preceding sentence. Section 3.5 Tenant shall, at its expense: (a) keep the inside and outside of all glass in the doors and windows of the Premises clean and keep all exterior store surfaces of the Premises clean; (b) replace promptly any cracked or broken glass of the Premises with glass of like color, grade, and quality; (c) maintain the Premises in a clean, orderly and sanitary condition and free of insects, rodents, vermin and other pests and shall arrange for extermination at regular intervals, not less frequently than monthly and more often as necessary; (d) keep any garbage, trash, rubbish or other refuse in vermin-proof containers within the interior of the Premises that are kept closed until removed; (e) deposit such garbage, trash, rubbish and refuse, on a daily basis, in receptacles provided or required by the carter engaged by Tenant pursuant to the terms of this lease; (f) remove from the Premises all rubbish resulting from and/or remaining after any fire or other similar casualty in the Premises; (g) keep all mechanical apparatus and equipment free of vibration and noise which may be transmitted beyond the Premises; (h) keep in the Premises and maintain in good working order one or more dry chemical fire extinguishers; (i) -4­ American LegalNet, Inc. www.FormsWorkFlow.com conduct its business at the Premises in a dignified manner in accordance with high standards of retail operation; and, (j) prevent any odors or any noise from transmitting beyond the Premises. Section 3.6 Tenant shall not (a) place or maintain any merchandise, show cases, tables for service, trash, refuse or other items in any vestibule or entry of the Premises, or on the walkways, sidewalks or elsewhere outside the Premises; (b) obstruct, or permit its employees, contractors, customers or invitees to obstruct, any driveway, walkway, sidewalk, parking area, or other Common Areas (hereinafter defined); (c) use or permit the use of any advertising medium objectionable to Landlord (such as, without limitation, loudspeakers, phonographs, public address systems, sound amplifiers, reception of radio or television broadcasts within the Building) which is in any manner audible or visible outside of the Premises; (d) permit undue accumulations of or burn garbage, trash, rubbish or other refuse within or without the Premises; (e) cause or permit odors or fumes to emanate from the Premises; (f) solicit business in any Common Areas, including without limitation through distribution of handbills or other advertising matter in any Common Areas or the display of any merchandise in the Common Areas; (g) receive or ship articles of any kind outside the designated loading areas, if any, for the Premises; (h) conduct or permit to be conducted any auction, fire sale (except to liquidate inventory in response to an actual fire and only if such sale is not conducted for more than forty-five (45) days), going out of business sale (except, one time only, to liquidate inventory at the end of the term of this lease and only if such sale is not conducted for more than forty-five (45) days), bankruptcy sale (unless directed by court order), or other similar type sale in or connected with the Premises (but this provision is not intended to limit Tenant’s freedom in setting its own selling prices); (i) use the Premises for any activity that is not generally considered appropriate for retail businesses conducted in accordance with good and generally accepted standards of operation; (j) use the Premises for any hazardous activity or in such manner as to constitute a nuisance of any kind (public or private); (k) cause waste; (l) do anything which, in Landlord’s reasonable judgment, disturbs other occupants of the Building; or (m) permit its employees, invitees or deliverymen to loiter immediately outside the Premises or the Building or within the Common Areas or to park cars in the Common Areas with “For Sale” signs (or signs of similar import) on them. Section 3.7 Tenant acknowledges that Landlord intends the retail space in the Building to be operated in a manner that does not offend the community that it serves. Accordingly, Tenant shall not use the Premises for any immoral or disreputable use or activity or for any use that is objectionable to the community in which the Premises are located; and Tenant shall not sell, distribute, display, advertise or offer for sale at the Premises any item or service which, in Landlord’s good faith judgment, may tend to injure or detract from the image of the Building within such community or that results in any picketing or protests. Without limiting the generality of the foregoing, Tenant shall not sell, distribute, display or offer for sale (a) any drug paraphernalia, (b) any pornographic, lewd, suggestive, or “adult” newspaper, book, magazine, film, picture, recording, representation or merchandise of any kind, (c) any counterfeit goods or (d) any gun(s). Section 3.8 The term “Sign” includes all signs, designs, monuments, logos, banners, projected images, awnings, canopies, pennants, decals, advertisements, pictures, notices, lettering, numerals, graphics, and decorations. No Sign shall be exhibited, installed, inscribed, painted or affixed, without the prior consent of Landlord, on any part of the outside of the Building or on the windows or doors of the Premises; except that Landlord’s consent shall not be required for any Sign placed inside the windows or doors of the Premises if such Signs are -5­ American LegalNet, Inc. www.FormsWorkFlow.com attractive and professionally produced and do not violate any other provisions of this lease. Notwithstanding the foregoing, no neon Signs or blinking or flashing Signs are permitted. Unless otherwise expressly permitted, Tenant may not install Signs advertising a fire sale, liquidation sale, distress sale, foreclosure sale, receiver’s or sheriff’s sale, going out of business sale, lost lease sale, or Signs of similar import. Tenant shall, at its own expense, obtain all required licenses and permits for any Signs installed by Tenant, and renew them as required by applicable Laws. All Sign(s) shall be installed and removed in a good and workerlike manner, without damaging the Real Property, and in compliance with all applicable Laws and the applicable provisions of this lease. Prior to installing any permitted Sign, Tenant shall deliver to Landlord any permits or approvals required by applicable Laws in connection with such installation. Tenant shall maintain any permitted Signs in good, clean, neat and safe condition, and at the expiration or sooner termination of this lease, Tenant shall cause such Signs to be removed and cause the cancellation of any issued licenses or permits. Tenant shall not change or alter any Sign approved by Landlord in any respect whatsoever, without first obtaining Landlord’s prior consent to such change or alteration. Landlord may remove any Sign(s) installed or maintained in violation of this Article, and Tenant shall reimburse Landlord for all costs incurred by Landlord in so removing any such Sign promptly after being billed therefor. In addition, Landlord may, from time to time, temporarily remove any Sign in connection with any repairs, improvements, alterations, additions or replacements being made to the Real Property. 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 accepts 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 substantially all of the existing occupant’s personal 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 If any Landlord’s Work is specified in Article 1 and the Exhibit referred to therein, Landlord shall, at its expense, perform Landlord’s Work, in accordance with, and subject to, the applicable provisions of this lease. Tenant shall not impede, delay, obstruct or interfere with, Landlord’s performance of any and all of Landlord’s Work. Article 5. Tenant’s Work Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Landlord’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) 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, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant -6­ American LegalNet, Inc. www.FormsWorkFlow.com complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like 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) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Tenant’s Plans. Landlord’s approval of Tenant’s Plans 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. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and (ii) commercial general liability insurance on a primary and non-contributory basis with a limit of liability approved by Landlord, and with contractual liability coverage, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord (hereinafter defined) and any Mortgagee (hereinafter defined) as additional insureds, and (iii) comprehensive automobile liability insurance (covering all owned, non-owned and/or hired motor vehicles to be used in connection with Tenant’s Work) with a limit of liability approved by Landlord and (iv) builders risk insurance for the full value of the Tenant's Work performed by such contractor and subcontractor. Section 5.3 Tenant shall reimburse Landlord, within fifteen (15) days of being billed therefore, 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. Landlord’s consent to Tenant’s Work and Landlord’s approval of Tenant’s Plans shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this lease, and shall not constitute any representation or warranty by Landlord regarding the adequacy for any purpose of Tenant’s Work or Tenant’s Plans or their compliance with Laws, and shall not relieve Tenant from obtaining Landlord’s express written approval to revisions thereto. -7­ American LegalNet, Inc. www.FormsWorkFlow.com Promptly after substantial completion of Tenant’s Work, but in no event later than six (6) months after the commencement of such work, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all sign-offs, letters of completion, approvals and certificates of any Authority required upon the completion of Tenant’s Work (including any required amendments to the certificate of occupancy for the Premises and/or Building) and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. Section 5.4 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 of any Laws, is filed against Landlord or all or any part of the Real Property, Tenant shall, at Tenant’s expense, have such lien removed by bonding or otherwise within thirty (30) days after Tenant receives notice of the filing. Section 5.5 All construction managers, contractors and subcontractors performing work for which a license is required by applicable Laws, shall be licensed by the appropriate Authorities and approved by Landlord, which approval shall not be unreasonably withheld or delayed. Landlord’s approval of such construction managers, contractors and subcontractors shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this lease, shall not constitute any warranty by Landlord regarding the adequacy, professionalism, competence or experience of the approved construction manager, contractor, or subcontractor, and shall not relieve Tenant from obtaining Landlord’s express prior written approval if Tenant seeks to employ any other or additional construction manager, contractor or subcontractor. Promptly following substantial completion of Tenant’s Work, but in no event later than six (6) months after the commencement of such work, Tenant shall furnish to Landlord lien waivers and releases, in form reasonably satisfactory to Landlord, from all construction managers, contractors, subcontractors, and materialmen furnishing work, services or materials in connection with Tenant’s Work. Section 5.6 Tenant shall require all its contractors and their subcontractors to work in harmony with other laborers working or providing services at the Real Property, and will prohibit the employment of people whose employment causes other laborers at the Real Property to picket or strike. Immediately after notice from Landlord that Tenant’s contractors, mechanics or laborers are interfering or causing conflict with other contractors, mechanics, laborers or Landlord’s personnel or that the performance of Tenant’s Work is causing a violation of any union contract affecting the Real Property, Tenant shall cause all its contractors, mechanics or laborers who are causing the interference or conflict to leave the Real Property and shall take such other action as may be reasonably necessary to resolve such interference or conflict. Section 5.7 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, 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 5.8 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 Laws. -8­ American LegalNet, Inc. www.FormsWorkFlow.com Section 5.9 Tenant shall be liable for any damage caused to any part of the Building, including its fixtures and equipment, arising from, or as a result of, Tenant's Work and/or its installation and/or removal of its Signs. If Tenant performs with Landlord’s approval any work on the roof of the Building (for example, in connection with repair, maintenance, or installation of any air conditioning system), Tenant shall use only a contractor approved by Landlord for such work and shall not do or cause anything to be done which would invalidate Landlord’s then effective roof guaranty for the Building. Tenant shall also be responsible for promptly repairing (including any necessary replacement) any damage to the roof or Building caused by such work; provided that Landlord may, at its option, effect any such repair or replacement, in which event Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith within fifteen (15) days after Tenant is billed therefor. Section 5.10 On or before the Expiration Date or sooner termination of this lease, if applicable, Tenant shall, at Tenant’s expense, remove from the Building (a) all Tenant’s Work which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is thirty (30) days prior to the Expiration Date (or prior to the sooner termination of this lease, if applicable) and (b) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”). Tenant shall repair any damage to the Premises, and/or the Real Property, caused by the installation or removal of Tenant’s Property, Signs or Tenant’s Work. Except as expressly provided in this Section, Tenant’s Work shall not be removed. Any Tenant’s Property or Tenant’s Work that Tenant was required to remove and which is not removed by Tenant by the Expiration Date or sooner termination of this lease 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. Article 6. Tax Payments [CHOOSE APPROPRIATE EXHIBIT F FOR PASS-THROUGH OR ESCALATION] Section 6.1 The term “Real Estate Taxes” (each, individually, a “Real Estate Tax”) shall mean all taxes, assessments and special assessments, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, including without limitation, municipal, school, county, open space taxes and business improvement and special improvement district assessments, levied, assessed or imposed at any time by any Authority upon or against the Real Property and/or any part thereof, and any rights or interests appurtenant thereto (hereinafter collectively referred to as the “taxable property”), including any taxes imposed on leasehold improvements. If, due to a future change in the method of taxation or in the taxing authority, a franchise, license, income, transit, profit or other tax, fee, or governmental imposition, however designated, shall be levied, assessed or imposed against Landlord, the taxable property (or any part thereof) or the rent or profit therefrom in lieu of, in addition to, or as a substitute for, all or any part of the Real Estate Taxes, then such franchise, license, income, transit, profit, or other tax, fee, or governmental imposition shall be deemed to be included within the definition of Real Estate Taxes for the purposes hereof. Real Estate Taxes shall be determined without reference to any abatement or exemption from or credit against Real Estate Taxes applicable to all or part of the taxable property. Notwithstanding the foregoing, Real Estate Taxes shall not include any general income tax, franchise tax, estate or gift tax that is of general application rather than imposed solely on owners of real property, or any mortgage, recording, stamp or transfer taxes payable in connection with the mortgaging , encumbrancing, -9­ American LegalNet, Inc. www.FormsWorkFlow.com transfer, sale or lease of all or part of the taxable property or of any beneficial interest in Landlord, or any portion thereof or interest therein. Section 6.2 The term “Tax Year” means each twelve (12) month period, whether fiscal or calendar, established by the applicable taxing Authority(ies) for the Real Estate Taxes imposed by such Authority. Section 6.3 Tenant shall pay Landlord the Tax Payments described in Exhibit F of this lease in accordance with the provisions thereof. Terms that are capitalized in such Exhibit shall have the meanings ascribed to them in this lease. In no event shall the Fixed Rent or any other item of Additional Rent be reduced by reason of any decrease in Real Estate Taxes. Section 6.4 In addition to the Tax Payments, Tenant shall pay any and all: (a) other taxes, charges or impositions assessed on this lease or the Rent (to the extent such tax, charge or imposition is imposed on owners, landlords or tenants of real estate as such, rather than on taxpayers generally) by any Authority; (b) taxes assessed against any leasehold interest or personal property of any kind that is owned by or placed in, on, or about the Premises by Tenant; and (c) taxes and charges assessed by any Authority for Tenant’s connection to or use of utilities. Section 6.5 The Additional Rent payable by Tenant pursuant to this Article shall be paid by Tenant notwithstanding the fact that Tenant may be exempt, in whole or in part, from the payment of any Real Estate Taxes by reason of Tenant’s diplomatic, charitable, or otherwise tax exempt status, or for any other reason whatsoever. Section 6.6 Only Landlord shall be eligible to institute tax reduction or other proceedings to reduce the assessed valuation of the taxable property. Landlord is under no obligation to institute such proceedings. If, after Tenant has paid a Tax Payment, Landlord shall receive a refund of any portion of the Real Estate Taxes paid with respect to the Tax Year for which Tenant made such Tax Payment, Landlord shall promptly after receiving such refund pay Tenant its Proportionate Share of the net amount of such refund after deducting from such refund all expenses incurred by Landlord in obtaining such refund (including but not limited to reasonable attorneys’ fees, expert’s fees and disbursements incurred in connection with any application or proceeding). Alternatively, Landlord may, at Landlord’s option, credit Tenant’s Proportionate Share of such net refund against the next succeeding installment(s) of Rent coming due. Section 6.7 The expiration of this lease shall not relieve Tenant of the obligation to make Tax Payments on a pro rata basis for the portion(s) of the applicable Tax Years preceding such expiration. ________ Article 7. Expense Payments [*] Section 7.1 Tenant shall pay Landlord the Expense Payments described in Exhibit G of this lease in accordance with the provisions thereof. Tenant shall pay Landlord, in advance, upon Landlord’s request, the Expense Payment as reasonably estimated by Landlord for the calendar year. Such estimated payment shall be paid in equal monthly installments (or in such other advance periodic installments that Landlord may elect) on the first day of each month (or on the first day of such other period) during the calendar year. If Landlord first requests, or - 10 ­ * CHOOSE APPROPRIATE EXHIBIT G RELATING TO OPERATING EXPENSES, INSURANCE OR FUEL, ESCALATION OR PASS-THROUGH American LegalNet, Inc. www.FormsWorkFlow.com revises, the estimated monthly or other installments of the Expense Payment after the commencement of a calendar year, Tenant shall (i) until such request is made, continue paying the installments of estimated Expense Payment (if any) payable during the prior calendar year and (ii) within fifteen (15) days following Tenant’s receipt of Landlord’s request or revision, pay Landlord an amount equal to the requested or revised installments of the estimated Expense Payment for such calendar year retroactive to the beginning of that calendar year to the extent such amount exceeds the estimated payments (if any) paid by Tenant for that calendar year (or if they are less, Landlord shall credit the difference against the next payments under this lease). In no event shall the Fixed Rent or any other item of Additional Rent be reduced by reason of any decrease in Expenses. Section 7.2 Landlord shall, following the end of each calendar year, deliver to Tenant a statement showing Tenant’s Expense Payment (the “Expense Statement”) for that calendar year. Such Expense Statement shall be sent to Tenant within six (6) months of the end of such calendar year; provided that the foregoing time limit shall not preclude Landlord from correcting any errors or omissions in the Expense Statement after the expiration of such six (6) month period. If the aggregate estimated amounts collected by Landlord from Tenant for that calendar year (if any) are less than the Expense Payment shown on that Expense Statement, Tenant shall pay the deficiency to Landlord within fifteen (15) days following Tenant’s receipt of such Expense Statement. If the aggregate estimated amounts collected by Landlord from Tenant are greater than the Expense Payment shown on such Expense Statement, Landlord shall credit the excess against Tenant’s next Rent payable under this lease or, if any excess is due Tenant at the Expiration Date, Landlord shall promptly pay such excess to Tenant. Section 7.3 An Expense Statement shall be binding and conclusive on Tenant unless Tenant, within one hundred and eighty (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. Tenant shall not be permitted to dispute an Expense Statement if there is a Default (hereinafter defined) on the date of Tenant’s notice of dispute or if Tenant shall fail to pay Landlord the Expense Payment shown on the Expense Statement at issue pending resolution of any dispute. Section 7.4 If the Commencement Date is a date other than the first day of a calendar year, of if the Expiration Date is a date other than the 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. Article 8. Utilities; Services Section 8.1 Landlord shall not be responsible for providing any utility service to the Premises nor for providing meters, submeters or other devices for the measurement of utilities supplied to the Premises, and Tenant shall arrange for the furnishing to the Premises of such utility services as it may require, as well as for the installation of all such meters, submeters or other devices. Tenant shall be solely responsible for and shall promptly pay, to Landlord or the utility company, as applicable, as and when the same become due and payable, all charges for water, sewer, electricity, gas, telephone, cable service, internet service, steam, and any other utility or other communication device used or consumed in the Premises and supplied by a public utility or public authority or any other person, firm, or entity supplying same. If Landlord has - 11 ­ American LegalNet, Inc. www.FormsWorkFlow.com designated any person or persons to provide one or more utility services to the Real Property, Tenant shall use the designated person(s) to obtain the applicable utility services. Section 8.2 Tenant shall not overload the electrical system serving the Premises, and shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, pipes, valves, or other facilities by which electric and other utilities are supplied to, distributed in or serve the Premises. If Tenant desires to install any equipment that shall require additional utility facilities, such installation shall be subject to Landlord’s prior approval of Tenant’s plans and specifications therefor. If such installation is approved by Landlord and if Landlord provides such additional facilities to accommodate Tenant’s installation, Tenant agrees to pay Landlord, on demand, as Additional Rent, the cost for providing such additional utility facilities. Section 8.3 Landlord has no obligation to provide to Tenant or the Premises any services except as expressly set forth in this lease. Without limiting the foregoing, Landlord is not responsible for providing heat, electric, water, gas, air conditioning, steam, sewer service, cleaning service, trash collection, extermination, cable or internet service or ventilation to the Premises. Landlord does not represent or warrant that any utility or other service provided by Landlord, or any utility or other service used or to be used by Tenant at the Premises, (a) shall be adequate for Tenant’s particular purposes or (b) shall be free from interruption or reduction. Section 8.4 If any utility or other service (a) becomes unavailable from any public utility company, public authority or any other person or entity supplying or distributing same (including Landlord), or (b) is interrupted by reason of Laws, the making of any repairs or improvements, or measures taken to secure the safety of the Real Property, or the safety and welfare of its tenants or occupants, or the public, or by reason of any cause beyond Landlord’s reasonable control, (i) Landlord shall not be liable to Tenant in damages or otherwise, (ii) Tenant may not abate Rent or be relieved of any of its obligations under this lease, and (iii) such lack of availability or interruption shall not constitute an actual or constructive eviction, or a disturbance of Tenant’s use of the Premises. Section 8.5 Tenant shall enter into, and maintain at all times during the Term, a contract for the daily removal of Tenant’s trash from the Building, with the carter selected by Tenant and approved by Landlord, to provide trash removal services to the Building, subject to any applicable Rules. Article 9. Common Areas Section 9.1 The “Common Areas” are those areas and facilities which may be furnished by Landlord (or others on behalf of Landlord) in or near the Building for the non­ exclusive common use of tenants and other occupants of the Building, their employees, customers, and invitees, including parking areas, access areas (other than public streets), driveways, loading docks and loading areas, sidewalks, lighting facilities, and other similar common areas, facilities or improvements. Section 9.2 Landlord will operate and maintain, or shall cause to be operated and maintained, the Common Areas in a manner deemed by Landlord to be reasonable and appropriate. Landlord shall have the right (i) to establish, modify and enforce reasonable rules and regulations with respect to the Common Areas; (ii) to enter into, modify and terminate any easement and other agreements pertaining to the use and maintenance of the Common Areas; - 12 ­ American LegalNet, Inc. www.FormsWorkFlow.com (iii) to close all or any portion of the Common Areas to such extent as may, in the opinion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (iv) to close temporarily any or all portions of the Common Areas; (v) to discourage non-customer parking; and (vi) to do and perform such other acts in and to said areas and improvements as Landlord shall determine to be advisable. Article 10.Repairs and Maintenance Section 10.1 Landlord shall, at Landlord’s expense, make all structural repairs needed to the exterior walls, structural columns, structural roof, and structural floors that enclose the Premises (excluding all doors, door frames, storefronts, windows and glass); provided that Tenant gives Landlord notice of the necessity for such repairs. Notwithstanding the foregoing, Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days of being billed therefor, for all such repair costs to structural elements that are necessitated by the negligence or misconduct of Tenant, its employees, contractors, agents, subtenants, employees, customers and invitees. Section 10.2 If the Premises are sprinklered, Tenant shall be responsible, at Tenant’s sole cost and expense, for maintaining, in good order and repair and in compliance with all Laws, those elements of the sprinkler system within the Premises, including the repair and replacement of the sprinkler heads and pipes. If the Premises are not sprinklered and a sprinkler system in the Premises is required under applicable Laws for Tenant’s Permitted Use or manner of use of the Premises, or Tenant’s Work requires the installation of a sprinkler system in the Premises, Tenant shall install such system as part of Tenant’s Work, at Tenant’s expense. Landlord shall not be responsible for maintenance, repairs or replacement of any element of the sprinkler system within the Premises. Section 10.3 Subject to Articles 14 and 15 and Section 10.1: Tenant shall make, at Tenant’s sole expense, all repairs and replacements needed to maintain in good condition and order the Premises and all installations, equipment and facilities therein, and all repairs and replacements needed to any plumbing, water, waste, heating, ventilating and air conditioning units (“HVAC Units”), and electric conduits, lines and equipment located outside the Premises that serve only the Premises. Without limiting the foregoing, but subject to Articles 14 and 15 and Section 10.1, Tenant shall make all repairs and replacements required with respect to the HVAC Units, electrical and plumbing systems within the Premises and any rooftop or exterior air conditioning equipment or HVAC Units serving only the Premises, any plumbing fixtures within the Premises (including sinks and toilets), and the plumbing lines, valves, and pipes connected to or running from such fixtures to the point at which such lines, valves and pipes connect with the Building’s common plumbing lines, including such plumbing lines or ducts connecting any roof-top or exterior equipment or HVAC Units or other utility or service to the Premises. Tenant shall also make, at Tenant’s expense, such repairs and replacements as are needed to keep the sidewalks and walkways abutting the Premises in good condition and order, and shall keep such sidewalks and walkways [and areas behind the Building to which Tenant has access] free of rubbish, snow, ice and other obstructions, and otherwise in a safe and clean condition. All such repairs and replacements shall be made in compliance with the provisions of this lease (including Article 5). Section 10.4 Tenant shall enter into and maintain, at Tenant’s expense, a service, maintenance and repair contract, in scope reasonably satisfactory to Landlord, with a - 13 ­ American LegalNet, Inc. www.FormsWorkFlow.com reputable service company, reasonably satisfactory to Landlord, for the HVAC Units serving the Premises. Tenant shall, from time to time, furnish Landlord with a copy of such service contract, within ten (10) days after request. If Tenant fails to obtain or maintain such service contract or to deliver to Landlord a copy of such contract upon request, Landlord may, at its option, enter into a service contract providing for the maintenance, repair, and servicing of the HVAC Units and bill Tenant for the charges due under such contract. Any such charges shall be paid by Tenant within fifteen (15) days after Landlord delivers a bill therefor to Tenant, and such charges shall be deemed additional rent. Section 10.5 Subject to Section 13.4, Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days of being billed therefor, for all damage to the Building resulting from any act or omission of Tenant, Tenant’s subtenants, or any of Tenant’s or subtenants’ employees, agents, employees, invitees or contractors. Section 10.6 Landlord shall have no liability to Tenant, the Rent shall not be abated, and Tenant shall not be deemed actually or constructively evicted by reason of Landlord performing any repairs or other work to all or any portion of the Premises and/or the Real Property. Landlord shall endeavor to perform such repairs or other work in a manner that reasonably minimizes interference with the conduct of Tenant’s business in the Premises and damage to the Premises, Tenant’s Work and Tenant’s Property, but Landlord is not required to employ overtime labor or incur additional expenses. Article 11.Laws; Hazardous Substances Section 11.1 Tenant shall, at Tenant’s expense, 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, town, village, municipality and/or county in which the Premises are located, or any present or future subdivision or instrumentality thereof, any court, agency, department, commission, board, bureau, and any fire insurance rating body (collectively, “Authority” or “Authorities”) 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, Tenant shall be required to effect such compliance, at Tenant’s expense, only if the obligation to comply arises from Tenant’s Work, Tenant’s Property, Tenant’s manner of using the Premises, or any acts or negligence of Tenant, its employees, contractors, agents, or invitees. Tenant shall promptly deliver to Landlord a copy of any notice, communication or other materials relating to the Premises, the Real Property (including the Building systems), Tenant’s Property, Tenant’s Work and/or Hazardous Substances (hereinafter defined) received by Tenant from, or sent by Tenant to, any Authority. Tenant shall have an obligation to remediate any Hazardous Substances pursuant to this Section if the need for such remediation arises from Tenant’s Work, Tenant’s specific manner of use of the Premises, or the actions or omissions to act of Tenant, subtenants, and/or any of their employees, contractors, agents or invitees. Section 11.2 Tenant shall not, and shall not permit any of its subtenants, employees, contractors, agents, or invitees, to introduce into the Premises or the Real Property, use in the Premises or the Real Property or cause to be released from the Premises or the Real Property any Hazardous Substances. Notwithstanding the preceding sentence, Tenant may use cleaning and office products in accordance with their customary use, provided that Tenant complies with all applicable Laws in connection therewith, and further provided that in no event - 14 ­ American LegalNet, Inc. www.FormsWorkFlow.com may Tenant release or discharge such cleaning and/or office products into the plumbing, drainage or sewer system in excessive amounts. If Tenant breaches its obligations hereunder, Tenant, at Tenant’s expense, shall immediately take all remedial action necessary to clean up any release, spill or discharge of Hazardous Substances. “Hazardous Substances” mean any flammable or otherwise hazardous material, any explosive and/or radioactive material, hazardous waste, hazardous or toxic substance or related material, asbestos and any material containing asbestos, petroleum and any petroleum derivative, pollutants, contaminants and any other substance or material which is defined as, determined to be, or identified as, a hazardous or toxic material or substance pursuant to any applicable Laws. Section 11.3 If Tenant shall be obligated to remediate any Hazardous Substances, it shall remove and dispose of any such Hazardous Substances in compliance with all applicable Laws. Tenant’s remediation plan shall be subject to Landlord’s approval and Tenant shall keep Landlord fully apprised of the progress of Tenant’s remediation efforts. Section 11.4 Tenant shall indemnify, defend and hold harmless Landlord, its managing agent, its Superior Landlord, if any, its Mortgagee, if any, and their respective members, shareholders, partners, directors, managers, officers, employees, and agents, from and against all liabilities, damages, losses, fines, costs and expenses (including reasonable attorneys’ fees and disbursements) resulting or arising from, or incurred in connection with any violation by Tenant of its obligations with respect to Hazardous Substances under this lease or otherwise under any applicable Laws. Section 11.5 If Tenant conducts any auction, fire sale, going out of business sale, bankruptcy sale, or similar type of sale at the Premises in accordance with the provisions of this lease, Tenant shall obtain, and deliver to Landlord, prior to commencement of such auction or sale, any necessary permits, licenses and/or approvals required by any applicable Laws in connection therewith. Section 11.6 Tenant shall, at its own cost and expense, secure and maintain throughout the Term, all necessary licenses and permits from such Authorities as shall be necessary for, or incidental to, the conduct of its business in the Premises and shall comply with all Laws relating to the operation of its business. Landlord does not covenant, warrant or make any representation that any Authority license or permit that may be required in connection with the operation of Tenant’s business will be granted, or if granted, will be continued in effect or renewed, and any failure to obtain, maintain, or renew such license or permit, or its revocation after issuance, shall not affect Tenant’s obligations under this lease. Section 11.7 Subject to the provisions of this Section, provided that Tenant is not in Default, Tenant, at Tenant’s expense, may contest by appropriate proceedings prosecuted diligently and in good faith the legality or applicability of any Laws affecting the Premises for which Tenant is responsible hereunder (any such proceedings instituted by Tenant, a “Compliance Challenge”), provided however, that Tenant’s delay in compliance shall not cause (a) Landlord or Tenant to be subject to imprisonment or prosecution for a crime, (b) the Real Property or any part thereof to be condemned or vacated, (c) the certificate of occupancy for the Building or any part thereof to be suspended or cancelled, and/or (d) the use and enjoyment of its space by another lessee or licensee at the Real Property to be adversely affected. Tenant must give Landlord at least ten (10) business days notice before Tenant initiates a Compliance Challenge, and shall not initiate it if Landlord reasonably objects. At Landlord’s request, prior to - 15 ­ American LegalNet, Inc. www.FormsWorkFlow.com initiating a Compliance Challenge, Tenant shall furnish Landlord with either cash or a bond from a surety company reasonably satisfactory to Landlord in form and substance, in an amount equal to 120% of the sum, as reasonably estimated by Landlord, of (i) the cost of such compliance and (ii) the amount of any and all penalties and fines that may accrue by reason of non-compliance and (iii) the amount of any Landlord liability to third parties. Tenant shall keep Landlord informed regularly as to the status of any Compliance Challenge. 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 Real Property, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building and/or the Real Property including all increases, renewals, modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under any Mortgage. This Section is selfoperative and no further instrument of subordination is required. Tenant shall, within fifteen (15) days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence such subordination. Section 12.2 If any Mortgagee or any Superior Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed in lieu of foreclosure succeeds to the rights of Landlord under this lease, then at the request of same, Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser as Tenant’s landlord under this lease. Tenant shall, within fifteen (15) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or purchaser requests to evidence the attornment. Section 12.3 If any Mortgagee or Superior Landlord requires any modifications of this lease, Tenant shall, within fifteen (15) days following Tenant’s receipt of a request, sign, acknowledge and deliver to Landlord instruments in form and substance reasonably requested by Landlord providing for those modifications (provided they do not materially adversely affect Tenant). Section 12.4 Landlord and Tenant shall, at any time and from time to time, within fifteen (15) days following its receipt of a request from the other party, sign, acknowledge and deliver to the requesting party or any other person designated by that party a certification (a) that this lease is in full force and effect and has not been modified (or, if modified, setting forth all modifications), (b) stating the date to which the Rent has been paid, (c) stating whether or not, to its actual knowledge, the other party is in default of its obligations under this lease and if so, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default, and (d) stating to its actual knowledge, any other factual matters reasonably requested by the other party or any person designated by the other party. Any certification delivered pursuant to this Section may be relied upon by the third party for whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rights - 16 ­ American LegalNet, Inc. www.FormsWorkFlow.com Article 13.Insurance Section 13.1 Tenant shall, at Tenant’s expense, maintain at all times during the Term and at all times when Tenant is in possession of the Premises such insurance as shall be required by Landlord, including: (a) commercial general liability insurance (or successor form of insurance designated by Landlord) in respect of the Premises, on an occurrence basis, with a combined single limit (annually and per occurrence and location) of not less than three million ($3,000,000) dollars naming as additional insureds Landlord and any other person designated by Landlord, (b) property insurance in an amount equal to one hundred (100%) percent of full replacement value (with a deductible not exceeding five thousand ($5,000) dollars) covering Tenant’s Work (including improvements and betterments, whether or not the improvements and betterments are restored), Tenant’s Property and the property of third parties located in the Premises, against fire and other risks included in the standard New York form of property insurance, including business interruption insurance covering a period of twelve (12) months, (c) workers' compensation and employer's liability insurance providing statutory benefits for Tenant's employees at the Premises (d) such other insurance as Landlord may reasonably require. Such liability insurance policy shall include contractual liability, fire and legal liability coverage. Landlord shall have the