Sample Green Lease

Green Office Lease Copyright © Richard J. Sobelsohn, 2010 All Rights Reserved 803026v1 099999.0005

“GREEN” BUILDING OFFICE LEASE

THIS LEASE, made and entered into this day of ____________, 201___, by

and between ABC LANDLORD, LLC, a New York limited liability company (hereinafter called “Landlord”), and XYZ TENANT, LLC, a Delaware limited liability company, (hereinafter called “Tenant”);

W I T N E S S E T H:

1. DEFINITIONS. following definitions shall apply whenever used in this Lease:

(a) “Premises”: Basement, 1st Floor and Suite 200 (115,000 square feet) floor area of the Building, having an agreed rentable area of 140,000 rentable square feet, as shown and designated on the floor plan attached hereto as Exhibit A and made a part hereof (the “Agreed Rentable Area of the Premises”).

(b) “Commencement”: shall mean the date this lease is fully executed. The “Commencement Date” shall mean the earlier of (i) the date of substantial completion of the Tenant’s Improvements or (ii) the date that Tenant occupies any portion of the Premises for the purpose of conducting business, or (iii) June 1, 2011, subject to the provisions of Section 3 hereof.

(c) “Lease Term”: A period of ten (10) years, commencing on the Commencement Date and expiring, unless sooner terminated pursuant to the terms of this Lease, on the last day of the full 120th month following the Rent Commencement Date ( the “Expiration Date”) plus the period between the Commencement Date and the Rent Commencement Date. Once determined Landlord and Tenant will enter into a Confirmation of Lease Term setting forth the Commencement Date, Rent Commencement Date and Expiration Date of the Lease Term, in the form as attached hereto as Exhibit F.

(d) “Base Rental”: The applicable annual rental for the Premises is shown below; subject, however, to adjustments in accordance with the provisions of Paragraph 6 hereof:

Period

Base Rent per

Rentable Square Foot

Annually

Monthly

Month 1-3 $ 00.00 $ 00.00 $ 00.00

Month 4-12 39.4374 5,521,236.00 460,103.00

Month 13-24 43.3811 6,073,359.60 506,113.30

Month 25-36 47.7192 6,680,695.56 556,724.63

Month 37-48 52.4911 7,348,765.12 612,397.09

Month 49-60 57.7402 8,083,641.63 673,636.80

Month 61-72 63.5143 8,892,005.79 741,000.48

Month 73-84 69.8657 9,781,206.37 815,100.53

Month 85-96 76.8523 10,759,327.01 896,610.58

Month 97-108 84.5375 11,835,259.71 986,271.64

Month 108-120 92.9913 13,018,785.68 1,084,898.81

The Base Rental for the Premises does not include any charges for electricity. Electricity

charges to Tenant shall be billed on a monthly basis, including the periods of free Base Rent indicated

Green Office Lease -2- Copyright © Richard J. Sobelsohn, 2010 All Rights Reserved. 803026v1 099999.0005

above. Tenant shall not be required to pay Base Rental or Tenant’s Percentage of Basic Costs Amounts for the periods of free Base Rent indicated above.

(e) “Base Year”: shall mean the calendar year 2011. The “Base Real Estate Tax

Year” shall be calendar year 2010/2011.

(f) “Security Deposit”: See Article 34.

(g) “Tenant’s Percentage”: 26.41%, being the Agreed Rentable Area of the Premises divided by the Agreed Rentable Area of the Building, expressed as a percentage; provided, that in the event that the amount of space leased by Tenant shall increase or decrease subsequent to the date of this Lease, the Percentage shall be appropriately adjusted by Landlord.

(h) “Permitted Use”: General office purposes and for no other use. Tenant shall not use, occupy or operate the Premises for any unlawful purpose or in any manner that will constitute waste, nuisance or unreasonable annoyance to Landlord or other tenants of the Building or in any

manner that will cause the Building, the Property (hereafter defined), or any part thereof not to

comply with Landlord’s Sustainability Practices (hereafter defined) and its certification from the

U.S. Green Building Council’s LEED rating system, the Green Building Initiative’s Green Globes™

rating system, the U.S. EPA’s Energy Star® rating system, or similar system or program under

which Landlord is obligated.

(i) “Building”: The Building(s) constructed on the Land, located at XYZ Fifth Avenue, New York, New York 10003.

(j) “Land”: That certain tract of land in New York County, New York, described on Exhibit B attached hereto and made a part hereof.

(k) “Property”: The Land, the office building totaling 530,000 rentable square feet (the “Agreed Rentable Area of the Building”) and all other structures, improvements, fixtures and appurtenances now or hereafter placed, constructed or erected on or appurtenant to the Land.

(l) “Common Areas”: Those areas of the Property which are provided and maintained for the common use and benefit of Landlord and tenants of the Property generally, together with the agents, employees, patrons, guests, licensees and invitees of Landlord and such tenants, including, without limitation, streets, sidewalks, and landscaped areas located within the Property.

(m) “Work Letter”: That Work Letter attached to this Lease as Exhibit D setting forth Landlord and Tenant’s respective obligations to make certain improvements to the Premises.

(n) “Basic Costs”: Any and all costs and expenses which Landlord shall incur, pay or become obligated to pay in connection with owning, operating, maintaining, repairing and managing the Property as a first-class office Property, as determined in accordance with generally accepted accounting principles consistently applied, including but not limited to the following:

i. All wages, salaries and related expenses of all employees directly engaged in the operation, maintenance and security of the Property, and the costs of an office on the Property.

ii. All costs of all supplies and materials used in the operation and maintenance of the Property.


iii. Cost of all utilities, including, without limitation, water, electricity, heating, lighting, air conditioning and ventilating, together with all costs, charges and expenses incurred by Landlord in connection with the change of any company providing utility services, including without limitation, maintenance, repair and service costs associated therewith.

iv. The costs of maintenance and service agreements for the Property and the equipment therein, including, without limitation, alarm service, window cleaning and elevator maintenance and management fees.

v. Accounting costs, including the costs of audits by Certified Public Accountants.

vi. The costs of all insurance, including but not limited to fire, casualty, liability and rental abatement insurance applicable to the Property and Landlord’s personal property used in connection therewith and such insurance endorsements to provide for repairing, replacing, re-

commissioning, and recertifying the Building pursuant to the U.S. Green Building Council’s LEED

rating system, the Green Building Initiative’s Green Globes™ rating system, the U.S. EPA’s

Energy Star® rating system, or similar system or program under which Landlord is obligated

and/or to achieve energy, water and carbon and other reduced levels.

vii. The cost of all repairs, replacements including but not limited to equipment with Energy Star® Ratings and general maintenance (except as specifically excluded below).

viii. Any and all common area maintenance costs relating to public areas of the Property, including sidewalks, atriums, skyways, landscaping and service areas.

ix. The annual amortized cost of capital improvements or repairs made to the Property which Landlord can demonstrate that such improvements and/or repairs will reduce Basic Costs or otherwise improve the operating efficiency of the Property, which will extend the life of the Property or which are required to comply with any law, rule or regulation of any governmental authority.

x. The Basic Costs shall also include all costs relating to certification applications and recertifications, data reporting and continual commissioning of the Building, the Property or any part thereof pursuant to the U.S. Green Building Council’s LEED rating system, the Green Building Initiative’s Green Globes™ rating system, the U.S. EPA’s Energy Star® rating system, or similar system or program under which Landlord is obligated.

xi. Carbon Tax (any levy, fee, charge or tax assessed against the Building or the Property based on the Building or Property’s emissions of carbon dioxide as such emissions that relate to Landlord’s consumption of any fuel (as opposed to the use of non-combustion energy source)).

xii. Carbon Offset Costs (the cost of purchasing a unit or units (in metric tons) of carbon dioxide or its equivalent).

Specifically excluded from the definition of “Basic Costs” are expenses for capital improvements made to the Property (except as provided above); expenses for repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties and alterations attributable solely to tenants of the Building other than Tenant; interest, amortization or other payments on loans to Landlord whether secured or unsecured; depreciation of the Property; leasing commissions; legal expenses (except as otherwise expressly provided herein); and income, excess profits or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the


Property. Landlord agrees to operate the Property prudently and to use reasonable efforts to attempt to control expenses of the Property.

(o) “Lease Year”: Any period during the Lease Term, or any renewals or extensions thereof, of one calendar year commencing January 1 and ending on the next following December 31; and the term “First Lease Year” shall mean the calendar year commencing on the January 1 immediately preceding the Commencement Date and ending on the December 31 next following.

(p) “Landlord’s Sustainability Practices”: Landlord’s Sustainability Practices

apply to building-wide operations and maintenance including energy efficiency; water efficiency;

indoor air quality ("IAQ"); chemical usage; recycling programs; exterior building maintenance

programs, landscaping programs; purchasing of materials or resources; stormwater drainage; and

systems upgrades to meet any of the above; lighting performance standards; and carbon and

mercury reduction levels in addition to those more fully enumerated in Exhibit "G".

2. DEMISE. Landlord, in consideration of the rent to be paid and the covenants and agreements to be performed by Tenant, as herein set forth, does hereby lease, demise and let unto Tenant and Tenant accepts the Premises for the Lease Term. Tenant agrees and acknowledges that the Premises (whether consisting of less than one floor or consisting of one or more full floors within the Building) does not include, and Landlord hereby expressly reserves for its sole and exclusive use, any and all mechanical, electrical, telephone and similar rooms, janitor closets, elevator, pipe, and other vertical shafts and ducts, flues, stairwells and any other areas not specifically shown on Exhibit A as being part of the Premises; provided, however, Landlord acknowledges and agrees that Tenant shall have the right (with Landlord’s prior consent, which will not be unreasonably withheld or delayed) to use on a non-exclusive basis such mechanical, electrical and telephone rooms within the Building and the area within the raised floor designated by Landlord for purposes of installing communication and computer equipment and wiring necessary for Tenant’s business operations; provided, that at Landlord’s option, Tenant will remove such communication and computer equipment and wiring upon the expiration or earlier termination of this Lease. The Premises are leased by Landlord to Tenant and are accepted and are to be used and possessed by Tenant upon and subject to all of the terms, provisions, covenants, agreements and conditions contained in this Lease, including without limitation the terms, provisions, covenants, agreements and conditions contained in each exhibit, rider and addendum attached hereto.

3. COMMENCEMENT OF RENT. If for any reason the improvements to the Premises required by the Work Letter (“Tenant’s Improvements”) are not completed on the Rent Commencement Date, this Lease and the obligations of Tenant hereunder shall nonetheless continue in full force and effect and the same shall not be construed in anywise to extend the Lease Term. If however the Tenant’s Improvements are not completed on the Rent Commencement Date due to a delay caused by the Landlord (“Landlord Delay”) then the Rent Commencement Date shall be delayed on a day for day basis for the length of such Landlord Delay. Tenant must immediately notify Landlord in writing in the event of such a Landlord Delay. If the Rent Commencement Date occurs on a day other than the first day of a calendar month, then the Term of this Lease shall be extended such that it shall continue for the number of full calendar months set forth in Paragraph 1(c) plus the first partial calendar month following the Rent Commencement Date.

4. USE AND OCCUPANCY.

(a) General. Tenant agrees that the Premises shall be used and occupied by Tenant as and for the Permitted Use and for no other purpose. Tenant agrees to use and maintain the Premises in a clean, careful, safe, proper and environmentally sound manner and to comply with all laws, ordinances, orders, rules and regulations of all governmental bodies (state, federal and municipal) applicable to the Premises or Tenant’s use or occupancy thereof (the “Laws”). Tenant will not in any manner deface or


injure the Property or any part thereof or overload the floors of the Premises. Tenant agrees to pay for any damage to the Premises or to any other part of the Property caused by Tenant or any of its agents, employees, licensees, or invitees or any other person not prohibited, expressly or impliedly, by Tenant from entering upon the Premises within thirty (30) days of receipt of an invoice therefor. Tenant agrees not to use or allow or permit the Premises to be used for any purpose prohibited by any law of the United States or of the State of New York or by any ordinance of New York, New York, and Tenant agrees not to commit waste or suffer or permit waste to be committed or to allow or permit any nuisance on or in the Premises. Tenant will not use the Premises for lodging or sleeping purposes or for any immoral or illegal purposes. Tenant shall not at any time sell, purchase or give away, or permit, except with Landlord’s prior written approval, the sale, purchase or gift of food, beverages, cigars, cigarettes or other smoking materials in any form by or to any of Tenant’s agents or employees or any other parties on the Premises. Tenant will conduct its business and occupy the Premises and will control its agents, employees, licensees and invitees in such a manner so as not to create any nuisance or disturb any of the other tenants in the Building or Landlord in its management of the Property and so as not to injure the reputation of the Property. Tenant shall not use the Premises or allow or permit same to be used in any way or for any purpose that Landlord may deem to be extra hazardous or which will increase the rate of fire or other insurance for the Property or its contents or in respect of the operation of the Property or which may render the Property uninsurable at normal rates by responsible insurance carriers authorized to do business in the State of New York or which may render void or voidable any insurance on the Property. Tenant shall promptly correct any violation of any governmental law, rule or regulation relating to the Premises caused by Tenant, its agents, employees or contractors, or due to a change in such law, rule or regulation. Tenant shall comply with any direction of any governmental authority having jurisdiction which imposes any duty upon Tenant or Landlord with respect to the Premises or the occupancy or use thereof. Tenant shall not erect, place or allow to be placed any sign, advertising matter, stand, booth, or showcase in or upon the doorsteps, vestibules, halls, corridors, doors, outside walls, outside windows, or pavement of the Property (except for lettering and signage as allowed by Paragraph 10 of this Lease) without the prior written consent of Landlord.

(b) Hazardous Materials. Tenant shall not incorporate into, or use or otherwise place or dispose of at, the Premises, the Building or any other portion of the Property any hazardous or toxic materials, except for use and storage of cleaning and office supplies used in the ordinary course of Tenant’s business and then only if (i) such materials are in small quantities, properly labeled and contained, (ii) such materials are handled and disposed of in accordance with the highest accepted industry standards for safety, storage, use and disposal, (iii) notice of and a copy of the current material safety data sheet (to the extent required by applicable law) is provided to Landlord for each such hazardous or toxic material and (iv) such materials are used, transported, stored, handled and disposed of in accordance with all applicable governmental laws, rules and regulations. Landlord shall have the right to periodically inspect, take samples for testing and otherwise investigate the Premises for the presence of hazardous or toxic materials. For purposes of this Lease, hazardous or toxic materials shall mean asbestos containing materials and all other materials, substances, wastes and chemicals classified as hazardous or toxic substances, materials, wastes or chemicals under then-current applicable governmental laws, rules or regulations or that are subject to any right-to-know laws or requirements. If Tenant or its employees, agents or contractors shall ever violate the provisions of this paragraph or otherwise contaminate the Premises or any other portion of the Property, then, at Landlord’s option, (i) Tenant shall clean-up, remove and dispose of the material causing the violation, in compliance with all applicable governmental standards, laws, rules and regulations and then prevalent industry practice and standards and shall repair any damage to the Premises or Property within such period of time as may be reasonable under the circumstances after written notice by Landlord, or (ii) Tenant shall reimburse Landlord for all costs and expenses in connection with Landlord’s clean-up, removal and disposal of the material causing the violation. If Landlord elects for Tenant to perform such cleanup, Tenant shall notify Landlord of its method, time and procedure for any clean-up or removal and Landlord shall have the right to require


reasonable changes in such method, time or procedure or to require the same to be done after normal business hours. Tenant’s obligations under this paragraph shall survive the termination of this Lease.

(c) Disability Acts. From and after the Commencement Date, Tenant shall be obligated to see that the Premises comply with all existing requirements of and regulations issued under the provisions of the Americans With Disabilities Act of 1990, 42 U.S.C. Sections 12101-12213, as amended (hereinafter collectively called the “Disability Acts”) for each of the following: (i) alterations or improvements to any portion of the Premises performed after the Commencement Date; (ii) obligations or complaints arising under or out of Title I of the Americans With Disabilities Act or Tenant’s employer-employee obligations; (iii) obligations or complaints arising under or out of the conduct or operations of Tenant’s business, including any obligations or requirements for barrier removal to customers or invitees as a commercial facility or as a public accommodation (as defined in the Disability Acts); and (iv) any change in the nature of Tenant’s business, or its employees, or financial net worth, or Tenant’s business operations that triggers an obligation under the Disability Acts. Notwithstanding anything contained herein to the contrary, Landlord shall be responsible for compliance of the Common Areas of the Property and Building (including common area rest rooms) with all existing and future requirements and regulations issued pursuant to the Disability Acts.

(d) Recycling. Tenant agrees to comply with all laws, ordinances, orders, rules and regulations of all governmental bodies (state, federal and municipal) and with Landlord’s Sustainability Practices applicable to the collection and sorting of recyclable materials, including but not limited to paper, glass, metal and plastic.

5. BASE RENTAL. Except as otherwise expressly set forth in this Lease, Tenant agrees to pay to Landlord in currency of the United States of America, without any setoff or deduction whatsoever, the Base Rental and the Percentage of Basic Costs and Real Estate Taxes, as provided in paragraph 6, and all other sums (whether or not expressly designated as rent) required to be paid to Landlord by Tenant hereunder, including without limitation any sums payable to Landlord under any exhibit, rider or addendum attached hereto (all of which shall constitute rent and are sometimes herein collectively referred to as “rent” or “Rent”). The Base Rental, together with any estimate of Percentage of Basic Costs pursuant to Paragraph 6 hereof then in effect, shall be due and payable in advance in monthly installments, (but no later than the first of each month), which monthly installments shall commence on the Commencement Date and shall continue on the first day of each calendar month thereafter during the Lease Term. Tenant hereby agrees to pay such Base Rental and the Percentage of Basic Costs to Landlord at Landlord’s address provided herein (or such other address as may be designated by Landlord in writing from time to time) monthly, in advance, (but no later than the first of each month) and without demand. If the Commencement Date occurs on a day other than the first day of a calendar month or the Lease Term ends on a day other than the last day of a calendar month, then the installments of Base Rental and any estimate of Percentage of Basic Costs for such month or months shall be prorated, based on the number of days in such month. The first three, full monthly installments of Base Rental and Basic Costs, shall be paid contemporaneously with the execution of this Lease.

6. TENANT’S PERCENTAGE OF REAL ESTATE TAXES AND BASIC COSTS.

(A) - REAL ESTATE TAXES

SECTION 6.01. Definitions. As used in this Section 6, the following terms shall be defined as hereinafter provided:


(a) "Real Estate Taxes":

(i) Real Estate Taxes shall include all accrued real estate taxes and annual installments of special assessments levied against the Property and any and all taxes, charges, levies or assessments (including interest thereon, but excluding penalties and late charges unless such penalties or late charges result from Tenant’s failure to pay Tenant’s Tax Share as required by this Section 6.01) which may be levied, charged or assessed against or on the Property in lieu thereof or in addition thereto, together with any and all costs of protesting and reducing taxes and legal fees incident therewith (collectively “Real Estate Taxes”).

(ii) if at any time during the Term of this Lease the present system of ad valorem taxation of real property shall be changed or supplemented so that in lieu of or in addition to the ad valorem tax on real property there shall be assessed on Landlord or the Property any tax of any nature which is imposed, in whole or in part, in substitution for, addition to or in lieu of any tax which would otherwise constitute a Real Estate Tax, such tax shall be deemed to be included within the term "Real Estate Taxes", but only to the extent that the same would be payable if the Property were the only property of Landlord. Such tax may include, but shall not be limited to, a capital levy or other tax on the gross rents or gross receipts with respect to the Property, or a federal, state, county, municipal or other local income, franchise, profit, excise or similar tax, assessment, levy or charge measured by or based, in whole or in part, upon any such gross rents or gross receipts;

(iii) Real Estate Taxes shall also encompass all of Landlord's expenses, including, but not limited to, attorney's fees and expenses, incurred by Landlord in any effort which Landlord may (but shall not be obligated to) take to minimize Real Estate Taxes whether by contesting proposed increases in assessments, applying for the benefit of any tax abatement program available for the Property, appealing the denial of any such tax abatement, or contesting any challenge to the validity of any tax abatement program or its applicability to the Property or by any other means or procedures appropriate in the circumstances; provided, however, that, except as otherwise specifically required hereunder, Landlord shall have no obligation to undertake any contest, appeal or other procedure to minimize Real Estate Taxes or to obtain or maintain the benefits of any tax abatement program for the Property; and

(iv) except as otherwise provided in clause (i) above, there shall be excluded from Real Estate Taxes all income, excess profit, excise, franchise, estate, succession and inheritance taxes and penalties due to Landlord's lateness or failure to pay taxes when due and transfer taxes imposed on Landlord upon a sale of its interest in the Building.

(b) "Tenant's Tax Share" shall be Tenant’s Percentage.

(c) "Tax Year" shall mean each calendar year, or such other period of twelve (12) months as now or hereafter may be duly adopted as the fiscal year for real estate tax purposes of the governmental unit in which the Property is located, occurring during the Term of this Lease.

(d) "Tax Statement" shall mean a statement provided by Landlord, setting forth: (a) the Real Estate Taxes for any Tax Year, (b) Tenant's Tax Share thereof, prorated if only a part of the Tax Year falls within the term of this Lease; and (c) the amount by which the Tenant's Tax Share thereof exceeds (or is less than) payments made by Tenant pursuant to Sections 6.02(b) and 6.02(c) below for the specified Tax Year or portions thereof. Upon Tenant’s written request, Landlord will provide Tenant with a copy of Landlord’s real estate tax bill; provided, however, that delivery of such bill by Landlord shall in no event be construed as a condition precedent to Tenant’s obligation to make timely payments hereunder.


(e) "Tenant's Tax Adjustment" for any Tax Year occurring during the term of this Lease shall mean Tenant's Tax Share multiplied by the amount of any increase in Real Estate Taxes imposed for such Tax Year over the Real Estate Taxes imposed for the Base Real Estate Tax Year.

SECTION 6.02. Payment of Tenant's Tax Share. Commencing on _________________, and thereafter on January 1 of each year during the remaining Term of this Lease, Tenant shall pay to Landlord as Additional Rent, an amount equal to Tenant's Tax Adjustment with respect to the Tax Year most recently ended. If less than a full twelve (12) month period of a Tax Year is included within the Term of this Lease, Tenant's Tax Adjustment shall be prorated on a per diem basis for such partial Tax Year. Tenant's Tax Adjustment for each Tax Year shall be paid as follows:

(a) After receipt of a Real Estate Tax bill, Landlord shall furnish Tenant a Tax Statement as hereinabove defined. Within twenty five (25) days following the receipt of such Tax Statement, Tenant shall pay to Landlord the amount, if any, by which the Tenant's Tax Adjustment for such Tax Year exceeds the total amount, if any, of payments made pursuant to subdivision (c) below on account of the Tenant's Tax Adjustment as shown on the Tax Statement.

(b) Notwithstanding the foregoing subdivision (a), if at any time after execution of this Lease Landlord receives a Real Estate Tax bill for taxes in excess of the Real Estate Taxes for the preceding Tax Year or a notice of any governmental action which could effect an increase in Real Estate Taxes over the Real Estate Taxes for the preceding Tax Year including, but not limited to, notice of any increase in assessment or of a forthcoming increase in the real estate tax rate, or notice providing that the Property is not entitled to the benefit of any tax abatement program pursuant to which Landlord has previously determined the Tenant's Tax Adjustment, or that the validity of any tax abatement program applicable to the Property has been challenged by appropriate legal proceedings, Landlord may notify Tenant that Landlord elects to increase the installments presently being paid by Tenant pursuant to subdivision (c) below. Landlord's notice shall be in writing and shall specify the amount due, or estimated to become due, and the amount of each installment or increased installment to be paid by Tenant. Payments in the amount of the installment (or increase in installment) set forth in Landlord's notice shall be due monthly as Additional Rent concurrently with payments of Base Rent beginning with such first payment due after the date of Landlord's notice, and shall continue on the first day of each month until and including the month in which Tenant makes payment in full of Tenant's Tax Adjustment. Upon Tenant’s written request, but not more than once annually Landlord will provide Tenant with a copy of its Real Estate Tax bill.

(c) Tenant shall pay one twelfth (1/12) of the Tenant's Tax Adjustment of the Real Estate Taxes for the preceding Tax Year monthly, together with payments of Base Rent, as an estimate and on account of the Tenant's Tax Adjustment for the current Tax Year, which payments shall be subject to increase upon receipt by Tenant of a notice from Landlord pursuant to subdivision (b) above increasing the amount of monthly estimated payments.

(d) Real Estate Taxes with respect to a Tax Year which is the subject of an appeal filed by or on behalf of Landlord shall be paid on the basis of the amount reflected in the tax bill and shall not be adjusted until the final determination of the appeal. Upon such determination of any appeal, Landlord will notify Tenant in writing of the actual amount of Tenant's Tax Adjustment and the amount, if any, remaining due by Tenant in excess of Tenant's estimated payments. Tenant shall pay such entire amount so due on the due date for the next installment of Base Rent, or if this Lease has terminated, Tenant shall pay the amount due within fifteen (15) days after receipt of Landlord's notice. If the actual taxes are less than the amounts upon which the payments previously made by Tenant were based, Tenant shall receive a credit against the installment of Base Rent next coming due in the amount by which Tenant's payments on account of Tenant's Tax Adjustment exceeded the payments actually due for the applicable year, or if the term of the Lease has expired, Landlord shall refund to Tenant the amount of any


such overpayment within fifteen (15) days after determination of the amount due to Tenant; provided, however, that if at the expiration or earlier termination of this Lease Tenant owes Landlord any sums under this Lease (for Rent or otherwise), the amount of such overpayment shall be credited against such sums owed Landlord.

(e) If Tenant shall pay any Tenant's Tax Adjustment for any periods which were calculated on the basis of the qualification of the Property for a tax abatement program, and subsequently it is determined that for such periods or any portion thereof the Property was not entitled to the benefit of such program or that such program was invalid and a retroactive assessment is made, then Tenant's Tax Adjustment for such periods shall be recomputed on the basis of the actual amount of Real Estate Taxes required to be paid in the absence of abatement. Landlord will notify Tenant in writing both of any additional amounts due from Tenant by reason of such recalculation of Tenant's Tax Adjustment for such periods in excess of Tenant's previous payments of Tenant's Tax Adjustment and of the amount of any increase in installments payable by Tenant pursuant to subdivision (c) above for the balance of the current Tax Year (collectively, the "Deficiencies"). Tenant shall pay the entire amount of the Deficiencies by the due date of the next installment of Base Rent due Landlord.

(f) Any Tax Statement or other notice from Landlord pursuant to this Section 6 shall be deemed approved by Tenant as correct unless within ninety (90) days after the furnishing thereof, Tenant shall notify Landlord in writing that it disputes the correctness of the Tax Statement or other notice, specifying in detail the basis for such assertion. Pending the resolution of such dispute, however, Tenant shall make payments in accordance with said Tax Statement or other notice.

(g) Section 41.413 of the New York Property Tax Code may give Tenant the right to protest before the appropriate appraisal review board a determination of the appraised value of the Building, the Land and/or the Property if Landlord does not so protest and requires Landlord to deliver to Tenant a notice of any determination of the appraised value of the Building, the Land and/or the Property. Tenant acknowledges that the Property and the Land upon which it is located is a multi-tenant facility, that any filing of a protest of appraised value by Tenant will give the appraisal district discretion to increase or decrease the appraised value, that an increase in the appraised value will affect Landlord and the other tenants of the Property, and that an increase in the appraised value may increase the taxes not only for the year in question but for future years; potentially beyond expiration of the Lease Term. Accordingly, to the extent permitted by applicable law, Tenant hereby waives the provisions of Section 41.413 of the New York Property Tax Code (or any successor thereto). In the alternative, if Section 41.413 of the New York Property Tax Code cannot be waived, Tenant agrees not to protest any valuation unless Tenant notifies Landlord in writing of Tenant’s intent so to protest and Landlord fails to protest the valuation within sixty (60) days after Landlord receives Tenant’s written notice. If Tenant files a protest without giving the written notice required by the preceding sentence, such filing shall be an event of default under this Lease without the necessity of any notice from Landlord, regardless of the provisions of Paragraph 26(a) of this Lease. Furthermore, if Tenant exercises the right of protest granted by Section 41.413 of the New York Property Tax Code, Tenant shall be solely responsible for, and shall pay, all costs of such protest. If as a result of any protest filed by Tenant, the appraised value of the Building, the Land and/or the Property is increased by the appraisal board, Tenant shall be solely responsible for, and shall pay upon demand by Landlord, all taxes (not only the Percentage thereof) assessed against the Building, the Land and/or the Property in excess of the taxes which would have been payable in the absence of the protest. Landlord agrees, upon request by Tenant, to provide to Tenant a copy of the determination of appraised value for any year. The payment obligations of Tenant under this Paragraph 6(g) shall survive the expiration or other termination of this Lease. Notwithstanding anything contained in this Section 6(g) to the contrary, nothing shall limit or prohibit Tenant from contesting any determination of the value of Tenant’s personal property located within the Premises. Tenant shall have no liability to Landlord if as the result of such protest concerning Tenant’s personal property, the


appropriate appraisal review board or taxing authority initiates a review and re-determination of the appraised value of the Building, the Land and/or the Property.

(B) - BASIC COSTS

SECTION 6.03. Definitions.

As used in this Article 6.03 the following terms shall be defined as hereinafter provided:

(a) "Operating Year" shall mean each calendar year, or such other period of twelve (12) months as hereafter may be adopted by Landlord as its fiscal year, occurring either in whole or in part, during the term of this Lease.

(b) "Tenant's Expense Share" shall be the Tenant’s Percentage.

(c) "Basic Costs Amount" shall mean the excess, if any, between (i) Tenant's Expense Share of Basic Operating Costs for each Operating Year adjusted to reflect an occupancy level of no less than ninety-five (95%) percent of the Rentable Area of the Building less (ii) Tenant's Expense Share of the Annual Basic Costs incurred in the Base Year, also adjusted to reflect an occupancy level of no less than ninety-five (95%) percent of the Rentable Area of the Building.

(d) "Basic Costs Statement" shall mean a statement provided by Landlord, setting forth: (i) the Annual Basic Costs for the Operating Year (or portion thereof if less than a full Operating Year) immediately preceding the Operating Year in which the statement is issued, (ii) the Annual Basic Costs for the Base Year, (iii) the amount of payments made by Tenant on account of the Basic Costs Amount during such preceding Operating Year, (iv) the amount of payments of the Monthly Basic Costs Estimate (as hereinafter defined) to be made by Tenant in the Operating Year in which the Basic Costs Statement is issued, and (v) the Monthly Basic Costs Estimate for the Operating Year in which the Basic Costs Statement is issued.

SECTION 6.04. Tenant's Basic Costs Amount. Tenant shall pay to Landlord (in the manner hereinafter provided) as Additional Rent for each Operating Year or portion thereof occurring within the remainder of the Term of this Lease, the Basic Costs Amount for every Operating Year. For any portion of an Operating Year less than a full twelve (12) month period occurring within the Term of this Lease, Tenant's Operating Costs Amount shall be prorated on a per diem basis.

(a) Such Additional Rent shall be paid (or credited) in the following manner:

(i) Beginning January 1, 20___, and continuing thereafter on the first day of each month until receipt of the Basic Costs Statement with respect to the Base Year, Tenant shall pay Landlord an amount set by Landlord sufficient to pay one-twelfth (1/12) of Landlord's estimate of the Basic Costs Amount for the current Operating Year (or remaining portion thereof) (the "Monthly Basic

Costs Estimate"). The Monthly Basic Costs for a period less than a full calendar month shall be duly prorated.

(ii) Following the end of each Operating Year, Landlord shall furnish Tenant a Basic Costs Statement setting forth the information described above. Within fifteen (15) days following the receipt of such Basic Costs Statement (the "Basic Costs Adjustment Date"), Tenant shall pay to Landlord: (A) the amount by which the Basic Costs Amount for the Operating Year (or portion thereof) covered by the Basic Costs Statement exceeds the aggregate of Basic Operating Costs Estimates paid by Tenant with respect to such Operating Year (or portion thereof); and (B) the amount by which the Monthly Basic Costs Estimate for the current Operating Year as shown on the Basic Costs Statement


multiplied by the number of months elapsed in the current Operating Year (including the month in which payment is made) exceeds the aggregate amount of payments of the Monthly Basic Costs Estimate theretofore made in the Operating Year in which the Basic Costs Statement is issued.

(iii) On the first day of the first month following receipt by Tenant of any annual Basic Costs Statement and continuing thereafter on the first day of each succeeding month until the issuance of the next ensuing Basic Costs Statement, Tenant shall pay Landlord the amount of the Monthly Basic Costs Estimate shown on the Basic Costs Statement.

(iv) If on any Basic Costs Adjustment Date Tenant's payments of the installments of the Monthly Basic Costs Estimate for the preceding or current year's Basic Costs Amount are greater than the actual Basic Costs Amount for such preceding Operating Year or Monthly Basic Costs Estimate for the current year, Landlord shall credit Tenant with any excess, which credit may be offset by Tenant against next due installments of Rent or, at Landlord's option, offset against any past due sums (for Rent or otherwise) under this Lease. If the Term of the Lease has expired prior to the Basic Costs Adjustment Date for the applicable Operating Year and if Tenant's payments of Monthly Basic Costs Estimate either exceed or are less than Tenant's Basic Costs Amount, Landlord shall send the Basic Costs Statement to Tenant, and an appropriate payment from Tenant to Landlord or refund from Landlord to Tenant shall be made on the Basic Costs Adjustment Date. The provisions of this clause (iv) shall remain in effect notwithstanding any expiration or termination of this Lease; provided, however, that if at the expiration or earlier termination of this Lease Tenant owes Landlord any sums under this Lease (for Rent or otherwise), the amount of any overpayment by Tenant shall be credited against such sums owed to Landlord.

(b) Any Basic Costs Statement or other notice from Landlord pursuant to this Article 6.04 shall be deemed conclusive and binding on Tenant unless (i) within sixty (60) days after the furnishing thereof, Tenant shall notify Landlord in writing that it disputes the correctness of the Basic Costs Statement or other notice, specifying in detail the basis for such assertion and (ii) if the parties shall not resolve such dispute within ninety (90) days thereafter, then either party may refer the matter or matters in dispute to a reputable independent firm of certified public accountants selected by Landlord with the reasonable approval of Tenant which accountants shall have had no prior client relationship with Landlord or Tenant unless the parties agree otherwise. The decision of such accountants shall be conclusive and binding upon the parties. Tenant recognizes and agrees that Landlord's books and records, and those of Landlord's agents with respect to the operation of the Property, are confidential and that Tenant shall have no right to inspect them. If any such accountant shall not then be Landlord's accountant, Landlord agrees, at reasonable times and upon reasonable notice, to give such accountant access to the books and records of Landlord and Landlord's agents with respect to the Property. The fees and expenses of said accountant shall be borne by the unsuccessful party (and if both parties are partially successful, the accountants shall apportion the fees and disbursements between the parties based upon the degree of success of each party). Pending resolution of this dispute, Tenant shall continue to make payments in accordance with said Operating Costs Statement or other notice. In the event Tenant is in default under this Lease at any time during the pendency of a dispute as set forth in this subparagraph, Tenant's right to dispute said Operating Costs Statement shall immediately cease and the matters set forth in said Operating Costs Statement shall be deemed to be correct.

(c) If the Lease Term will expire or this Lease has been terminated prior to a final determination of the actual Tenant’s Basic Costs Amount, the amount of adjustment between the estimated Tenant’s Basic Costs Amount and the actual Tenant’s Basic Costs Amount payable for the preceding calendar year and/or the final partial calendar year of the Lease Term will be reasonably estimated by Landlord based upon the best data available to Landlord at the time of the estimate. Prior to the expiration date of the Lease Term, or as soon as possible after an earlier termination date, an


adjustment will be made between Landlord and Tenant. The obligations set forth in the preceding sentence will survive the expiration date of the Lease Term or earlier termination of this Lease.

7. SERVICES TO BE FURNISHED BY LANDLORD.

(a) So long as Tenant is not in default under this Lease, Landlord agrees to furnish the following services to the Premises:

(i) Hot and cold water at those points of supply provided for general use of other tenants in the Building, central heat and air conditioning in season, at such temperatures and in such amounts as are in compliance with ASHRE Standards in the New York, New York area; provided, however, heating and air conditioning service at times other than for “Normal Business Hours” for the Building (which are 8:00 a.m. to 6:00 p.m. on Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on Saturdays, exclusive of normal business holidays) shall be furnished after activation by Tenant at a cost of fifty ($50.00) Dollars per air handler per hour. Tenant must provide Landlord with 24 hours prior written notice before Tenant’s intent to use after hours HVAC. Should Landlord’s costs to operate such air handlers increase Landlord shall be entitled to increase the aforesaid charge to Tenant by such actual costs upon thirty (30) days prior written notice to Tenant. If Tenant elects to utilize the existing auxiliary air conditioning units in the Premises Tenant will be sub-metered by Landlord for any and all related utilities and Tenant will be responsible for paying Landlord for such related utility charges.

(ii) Janitor service consistent for Class A office buildings, five times weekly, exclusive of normal business holidays; provided, however, if Tenant’s floor covering or other improvements require special treatment, which is requested by Tenant, Tenant shall pay the additional cleaning cost attributable thereto as additional rent upon presentation of a statement therefor by Landlord.

Non-routine janitorial services provided by Landlord will be performed after Normal Business

Hours, Monday through Friday only (excluding holidays). Routine janitorial services will be

performed during Normal Business Hours in accordance with Landlord’s Sustainability Practices

and with minimum disruption of Tenant’s business and use. Tenant may elect to use its own

janitorial services with prior Landlord consent, which shall be in Landlord’s sole and absolute

discretion, and such services must comply with Landlord’s Sustainability Practices. In this regard,

any chemicals used by Tenant’s janitorial service provider must meet Green Seal GS-37 standards

or, if not applicable or available, Tenant’s janitorial service provider must use chemicals meeting

GS-40 requirements and those which do not contain zinc or other environmentally unfriendly

ingredients. All of Tenant’s janitorial service provider employees must be trained in the use,

operation and maintenance of such cleaning chemicals and the disposal thereof. The aforesaid shall

also apply to all cleaning equipment. Any documentation required by Landlord with reference to

Tenant’s janitorial services, including but not limited to dates of service, chemicals used, cleaning

equipment used and worker training documentation shall be delivered to Landlord promptly upon

request.

(iii) Subject to the provisions of Paragraph 13, facilities to provide all electrical current required by Tenant in its use and occupancy of the Premises.

(iv) Elevator Service.

(v) Card-key controlled access (or other similar access control device or mechanism as Landlord may from time to time elect to provide) intended to limit the general public’s access to the Building during other than Normal Business Hours. Tenant shall have access to its Premises twenty four (24) hours per day, seven (7) days per week. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for any loss, damage or injury of any kind or nature caused by or as a result of the presence of any unauthorized person in the Premises, the Building or the


Property, including without limitation any loss, damage or injury due to theft, burglary or other criminal conduct by any person (REGARDLESS OF WHETHER ANY SUCH LOSS, DAMAGE OR

INJURY IS CAUSED BY OR ARISES OUT OF LANDLORD’S NEGLIGENCE OR THE

NEGLIGENCE OF ANY OFFICER, EMPLOYEE OR AGENT OF LANDLORD OR ANY

STRICT LIABILITY), nor shall Landlord be required to insure against any such loss, damage or injury. Tenant shall cooperate fully in Landlord’s efforts to maintain security in the Building and the Property and shall follow all rules and regulations promulgated by Landlord with respect thereto.

(b) The failure by Landlord to any extent to furnish or the interruption or termination of the services described in Paragraphs 7(a)(i) or 7(a)(iii) above, in whole or in part, resulting from causes other than the gross negligence or intentional misconduct of Landlord, shall not render Landlord liable to Tenant or any other person in any respect, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services for any cause cease to function properly, Tenant shall have no claim for offset or abatement of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom.

(c) Except as otherwise expressly provided herein, Landlord shall not be required to make any repairs to the Premises.

(d) If permitted by applicable law, Landlord shall have the right at any time and from time to time during the Lease Term to contract (i) from any utility provider currently providing services to the Property or (ii) from a different company or companies providing any utility service including a renewable or green energy provider (each such company shall hereinafter be referred to as an “Alternative Service Provider”), provided, that such Alternative Service Provider can provide such utility service in a environmentally-friendly, commercially reliable manner and that the cost of such utility service is available at a cost that is not materially in excess of the cost available from other utility providers, taking into consideration the quality and reliability of such service. Tenant shall cooperate with Landlord, the current utility provider and the Alternative Service Provider at all times and, as reasonably necessary, shall allow Landlord, the current utility provider and any Alternative Service Provider reasonable access to the Building’s and/or the Property’s electric lines, feeders, risers, wiring and any other machinery within the Premises.

8. IMPROVEMENTS TO BE MADE BY LANDLORD AND ACCEPTANCE OF

PREMISES. Tenant will cause to be constructed by Landlord, on Tenant’s behalf, Tenant’s Improvements to the Premises in accordance with the terms of the Work Letter and will use reasonable efforts to complete the Tenant’s Improvements by the Rent Commencement Date. Upon delivery of possession Tenant shall be deemed to have accepted the Premises for all purposes. Except as otherwise provided in the Work Letter, all installations and improvements now or hereafter placed on the Premises by Tenant or with Tenant’s consent shall be for Tenant’s account and at Tenant’s cost. The taking of possession of the Premises by Tenant shall be conclusive evidence that Tenant accepts the Premises, the Building and the Property and each and every part and appurtenance thereof as being in a good and satisfactory condition and waives any defects in the Premises and its appurtenances and in all other parts of the Building, the Property and the appurtenances thereto.

Tenant agrees that all work will be performed in an environmentally-friendly

manner, i.e., contractor shall utilize only recycled materials for all improvements and Tenant shall

recycle all materials, both in conformance with this Lease, the Work Letter, and the Rules and

Regulations. Tenant shall be held liable for failing to perform such improvements in an

environmentally-friendly manner.


9. ALTERATIONS AND ADDITIONS.

(a) All alterations, additions and improvements to the Premises (herein collectively called the “Leasehold Improvements”), by Landlord or Tenant shall become a part of the Premises and the Building and shall be owned by and be the property of Landlord, at the time same are placed in or upon the Premises without compensation to Tenant. Tenant shall not, without the prior written consent of Landlord (which consent Landlord may withhold in its sole discretion), make any changes, modifications, alterations, additions or improvements (other than Tenant’s Improvements under the Work Letter) to, or install any equipment or machinery (other than office equipment and unattached personal property) on, the Premises (all such changes, modifications, alterations, additions, improvements (other than Tenant’s Improvements under the Work Letter) are herein collectively referred to as “Installations”) if any such Installations would (i) affect any structural or load bearing portions of the Premises, (ii) result in a material increase of electrical usage above the normal type and amount of electrical current to be provided by Landlord, (iii) result in an increase in Tenant’s usage of heating or air conditioning, (iv) impact mechanical, electrical or plumbing systems in the Premises or the Property, (v) affect areas of the Premises which can be viewed from Common Areas, (vi) require greater or more difficult cleaning work (e.g., kitchens, reproduction rooms and interior glass partitions), (vii) adversely affect Landlord’s ability to deliver services to other tenants of the Property or (viii) violate any provision of this Lease (all of the foregoing hereinafter called “Structural Installations”). As to Installations not covered by the preceding sentence (hereinafter called “Non-Structural Installations”), Tenant will not perform same without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. All Installations shall be at Tenant’s sole cost and expense. Without in any way limiting Landlord’s consent rights, Landlord shall not be required to give its consent until (a) Landlord approves the contractor or person making such Installations and approves such contractor’s insurance coverage to be provided in connection with the work, (b) Landlord approves final and complete plans and specifications for the work and (c) the appropriate governmental agency, if any, has approved the plans and specifications for such work. All work performed by Tenant or its contractor relating to the Installations shall conform to applicable governmental laws, rules and regulations, including, without limitation, the Disability Acts. Upon completion of the Installations, Tenant shall deliver to Landlord “as built” plans. If Landlord performs such Installations, Tenant shall pay Landlord, as additional rent, the cost thereof plus five percent (5%) as reimbursement for Landlord’s overhead. Each payment shall be made to Landlord within ten (10) days after receipt of an invoice from Landlord. All Non-Structural Installations shall be removed at the termination of this Lease, as provided in Paragraph 11. Structural Installations shall be removed at the termination of this Lease, as provided in Paragraph 11, except where approved by Landlord without the requirement that such Installations be removed upon termination of this Lease, which requirement will be made by Landlord, if at all, within ten (10) business days of the time Tenant provides Landlord with written notice and plans for the requested Structural Installation. Tenant shall indemnify and hold Landlord harmless from and reimburse Landlord for and with respect to, any and all costs, expenses (including reasonable attorneys’ fees), demands, claims, causes of action and liens, arising from or in connection with any Installations performed by or on behalf of Tenant, EVEN IF THE SAME IS

CAUSED BY THE NEGLIGENCE OR OTHER TORTIOUS CONDUCT OF LANDLORD OR

LANDLORD IS STRICTLY LIABLE FOR SUCH COSTS, EXPENSES OR CLAIMS (unless same is caused by the gross negligence or willful misconduct of Landlord). All Installations performed by or on behalf of Tenant will be performed diligently and in a first-class workmanlike manner and in compliance with all applicable laws, ordinances, regulations and rules of any public authority having jurisdiction over the Property and/or Tenant’s and Landlord’s insurance carriers. Landlord will have the right, but not the obligation, to inspect periodically the work on the Premises and may require changes in the method or quality of the work. Any approval by Landlord (or Landlord’s architect and/or engineers) of any of Tenant’s contractors or Tenant’s drawings, plans or specifications which are prepared in connection with any construction of improvements (including without limitation, Tenant’s Improvements) in the Premises shall not in any way be construed as or constitute a representation or warranty of Landlord as to the


abilities of the contractor or the adequacy or sufficiency of such drawings, plans or specifications or the improvements to which they relate, for any use, purpose or condition.

(b) Landlord hereby reserves the right and at all times shall have the right to repair, change, redecorate, alter, improve, modify, renovate, enclose or make additions to any part of the Property (including, without limitation, structural elements and load bearing elements within the Premises) and to enclose and/or change the arrangement and/or location of driveways or landscaping or other Common Areas of the Property, all without being held guilty of an actual or constructive eviction of Tenant or breach of the implied warranty of suitability and without an abatement of rent (the “Reserved

Right”) provided that Landlord’s exercise of such rights does not make the Premises untenantable. Without in any way limiting the generality of the foregoing, Landlord's Reserved Right shall include, but not be limited to the right to do any of the following: (i) erect and construct scaffolding, pipe, conduit and other structures on and within and outside of the Premises where reasonably required by the nature of the changes, alterations, improvements, modifications, renovations and/or additions being performed, (ii) perform within and outside of the Premises all work and other activities associated with such changes, alterations, improvements, modifications, renovations and/or additions being performed, (iii) repair, change, renovate, remodel, alter, improve, modify or make additions to the arrangement, appearance, location and/or size of entrances or passageways, doors and doorways, corridors, elevators, elevator lobbies, stairs, toilets or other Common Areas, (iv) temporarily close any Common Area and/or temporarily suspend Property services and facilities in connection with any repairs, changes, alterations, modifications, renovations or additions to any part of the Property, (v) repair, change, alter or improve plumbing, pipes and conduits located in the Property, including without limitation, those located within the Premises, and (vi) repair, change, modify, alter, improve, renovate or make additions to the Property central heating, ventilation, air conditioning, electrical, mechanical or plumbing systems. When exercising the Reserved Right, Landlord will interfere with Tenant's use and occupancy of the Premises as little as is reasonably practicable.

In the event that Landlord exercises its repair obligation within the Premises, other than in the event of a damage or destruction (which shall be governed by Article 23 hereof), Landlord shall endeavor to complete such repairs within fifteen (15) days after being notified of such repair obligation by Tenant, or if same cannot reasonably be repaired within such fifteen (15) day period, within a reasonable period of time, provided Landlord commences to repair within such fifteen (15) day period and diligently pursues same to completion.

(c) Landlord warrants and represents that as of the date of this Lease the Building and all Common Areas of the Building and the Property are in compliance with the federal American with Disabilities Act and with the New York Accessibility Standards.

(d) Any and all Leasehold Improvements and/or Installations will be performed

in accordance with Landlord’s Sustainability Practices, including any third-party rating system

applicable to the Building, the Property and the Premises. Tenant agrees to engage a qualified

third party LEED Accredited Professional or similarly qualified Green Globe professional during

the design phase and throughout construction of any Leasehold Improvements and/or Installations

to review all plans, permit applications, demolition plans, material and resource procurement,

construction debris and waste management procedures to ensure they comport with Landlord’s

Sustainability Practices.

(e) Tenant agrees and acknowledges that it will apply for, obtain and maintain

[LEED, Green Globes or equivalent Commercial Interiors certification for the Premises at

Tenant’s sole cost and expense].


10. SIGNAGE AND GRAPHICS. At the commencement of the Lease Term, Landlord shall provide and install, at Landlord’s cost, all letters or numerals or signs identifying Tenant on the existing Building directory and on a Building standard sign at the main entrance door to the Premises. Any change to such signage requested by Tenant and approved by Landlord shall be installed by Landlord at Tenant’s sole cost. All such letters and numerals shall be in the standard graphics for the Building and no others shall be used or permitted on the Premises. Tenant shall be permitted, at Tenant’s sole cost and expense, to place a sign on the existing monument sign. The style, color, location and method of installation shall be subject to the prior written approval of Landlord. Tenant shall remove such sign at the expiration or earlier termination of the Lease and make any and all repairs arising from such removal. Notwithstanding the foregoing to the contrary, Landlord may require Tenant to remove its sign from the monument on thirty (30) days prior written notice if a tenant larger than Tenant (by rentable square footage measurement) requests monument signage.

11. SURRENDER OF THE PREMISES BY TENANT. At the termination of this Lease, whether caused by lapse of time or otherwise, Tenant shall at once surrender possession of the Premises and deliver said Premises to Landlord in as good repair and condition as at the commencement of Tenant’s occupancy, reasonable wear and tear and damage or destruction by fire or other casualty excepted, and shall deliver to Landlord all keys to the Premises, and, if such possession is not immediately surrendered, Landlord may forthwith enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying said Premises, or any part thereof, without having any civil or criminal liability therefor. Tenant shall, by the expiration date or, if this Lease is earlier terminated, within seven (7) days after the termination, remove from the Premises and make

such arrangements as to salvage, reuse or recycle pursuant to Landlord’s Sustainability Practices, at the sole expense of Tenant, (i) all furniture, equipment, movable trade fixtures and other personalty installed or placed in the Premises by or on behalf of Tenant, including but not limited to raised floors and cabling (hereinafter called “Tenant’s Property”) (unless Landlord is asserting its lien rights therein), (ii) all Non-Structural Installations, and (iii) Structural Installations where removal has been required by Landlord pursuant to Paragraph 9. All such removals shall be accomplished in a good workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities. Tenant shall report to Landlord, in a format

determined by Landlord, all methods used by Tenant to salvage, reuse or recycle Tenant’s

Property, Non-Structural and Structural Installations referenced in the preceding sentence. If Tenant fails to deliver the Premises in the condition aforesaid, then Landlord may restore the Premises to such condition at Tenant’s expense. All Tenant’s Property required to be removed by this paragraph not removed within the time period required hereunder shall be conclusively presumed to have been abandoned by Tenant and Landlord may, at its option, take over the possession of such property and either (i) declare same to be the property of Landlord by written notice thereof to Tenant or (ii) at the sole cost and expense of Tenant remove the same or any part thereof in any manner that Landlord shall choose and store the same without incurring liability to Tenant or any other person.

12. REPAIR AND MAINTENANCE BY TENANT.

(a) Tenant shall keep the Premises including all fixtures and carpet therein in good and tenantable condition and shall promptly make all necessary nonstructural repairs and replacements thereto except those caused by fire or other casualty covered by insurance on the Property under policies naming Landlord as the insured, all at Tenant’s sole expense, under the supervision and with the approval of Landlord. All maintenance, repairs, and replacements made by Tenant must comply with

Landlord’s Sustainability Practices, including but not limited to any third-party rating system

requirements applicable at such time for the Building, the Premises, or the Property. If Landlord

reasonably requires Tenant to do so, Tenant agrees to engage a qualified third party LEED

Accredited Professional or similarly qualified Green Globe professional for said repairs and

replacements. Said repairs and replacements shall be in quality and class equal to the original work.


Without diminishing such obligation of Tenant, if Tenant fails to make such repairs and replacements within ten (10) days after the occurrence of the damage or injury, (or if same cannot reasonably be repaired within such ten (10) day period within a reasonable period of time, provided Tenant commences to repair within such ten (10) day period and diligently pursues same to completion. Landlord may at its option make such repair and Tenant shall pay Landlord for the cost thereof within thirty (30) days after receipt of an invoice. In addition, Tenant shall pay the cost of repair and replacement due to damage or injury (except those caused by fire or other casualty covered by insurance on the Property under policies naming Landlord as the insured) done to the Property (other than the Premises) or any part thereof by Tenant or Tenant’s agents, employees or invitees. Such amount shall be paid by Tenant to Landlord within thirty (30) days of receipt of an invoice.

(b) Subject to Paragraphs 22, 23 and 24 of this Lease, Tenant shall maintain and repair all supplemental HVAC units, data and phone cabling, and any and all other installations and equipment installed in the Premises, below the raised floor tiles of the Premises or elsewhere in the Building (such equipment and installations collectively referred to as the “Tenant Service Equipment”) installed by or on behalf of Tenant and which services only the Premises. Landlord shall provide and install all original bulbs and tubes for Building standard lighting fixtures within the Premises and all replacement tubes for such lighting as an Annual Operating Charge; all other bulbs, tubes and lighting fixtures for the Premises shall be provided and installed by Tenant at Tenant’s costs and expense, and must comply with Landlord’s Sustainability Practices, including but not limited to any third-party

rating system requirements applicable at such time for the Building, the Premises, or the Property.

Tenant is responsible for reporting lighting purchases to Landlord in a format determined by

Landlord. Tenant shall notify Landlord prior to performing any repair, maintenance or replacement of the Tenant Service Equipment and the same shall be performed in accordance with the standards and conditions applicable to maintenance, repairs and replacements performed by Tenant pursuant to Paragraph 12(a). Landlord shall have no liability for any repair, maintenance or replacement cost incurred in connection with the Tenant Service Equipment. All Tenant Service Equipment shall become property of Landlord at the expiration or earlier termination of the Lease; provided that, if requested by Landlord, Tenant shall remove the Tenant Service Equipment on or before the Expiration Date or, if this Lease is terminated earlier, within seven (7) days after such termination. All removals shall be accomplished in accordance with the standards for removals under Paragraph 11 hereof. Tenant shall indemnify and hold Landlord harmless from, and reimburse Landlord for and with respect to, any and all costs, expenses (including reasonable attorneys’ fees), claims and causes of action arising from or incurred by and/or asserted in connection with the (i) maintenance, repair, replacement of the Tenant Service Equipment and (ii) any damage or injury arising out of or resulting from or in connection with the Tenant Service Equipment.

13. USE OF ELECTRICAL SERVICES AND TELECOMMUNICATIONS

EQUIPMENT BY TENANT. Tenant’s use of electrical services furnished by Landlord shall be subject to the following:

(a) Tenant’s electrical equipment and overhead lighting shall be restricted to that equipment and lighting which both individually and collectively do not have an electrical design load greater than equipment and lighting normally utilized in general office use and do not use electric current in excess of the capacity of the feeders or lines to the Building or the risers or wiring of the Building or Premises.

(b) Landlord acknowledges that Tenant has disclosed to Landlord that it anticipates that certain of its employees on a regular basis will be occupying the Premises after normal business hours including weekend and holiday periods and that the Base Rental provided for herein includes consideration for such extended use of the Premises by Tenant, however, Landlord and Tenant acknowledge and agree that should Tenant’s consumption of electrical services significantly exceed


normal consumption anticipated by that of an ordinary tenant utilizing similar premises for general office use, then Landlord may require:

(i) Tenant shall pay for all costs of installation and maintenance of submeters, wiring, air conditioning and other items required by Landlord, in Landlord’s reasonable discretion, to accommodate Tenant’s excess design loads and capacities.

(ii) Tenant shall pay to Landlord, within thirty (30) days of receipt of an invoice, the cost of the excess demand and consumption of electrical service at rates determined by Landlord which shall be in accordance with any applicable laws.

(iii) Landlord may, at its option, upon not less than thirty (30) days’ prior written notice to Tenant, discontinue the availability of such extraordinary utility service. If Landlord gives any such notice, Tenant will contract directly with the public utility for the supplying of such utility service to the Premises.

(c) Landlord shall be responsible for all Building standard fluorescent bulb and ballast replacements in the Premises, but Tenant shall pay to Landlord, within thirty (30) days of receipt of an invoice, all costs incident thereto.

(d) In the event that Tenant wishes at anytime to utilize the services of a telephone or telecommunications provider whose equipment is not then servicing the Building, no such provider shall be permitted to install its lines or other equipment within the Building without first securing the prior written approval of Landlord, which approval shall include, without limitation, approval of the plans and specifications for the installation of the lines and/or other equipment within the Building. Landlord’s approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of the provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord’s satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no expense whatsoever with respect to any aspect of the provider’s provision of its services, including without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or about the Building by the provider, the provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord determines to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the provider; (iii) the provider agrees to abide by such rules and regulations, Building and other codes, job site rules and such other requirements as are determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building and Landlord; (iv) Landlord determines that there is sufficient space in the Building for the placement of all of the provider’s equipment and materials; (v) the provider agrees to abide by Landlord requirements, if any, that provider use existing Building conduits and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord receives from the provider such compensation as is determined by Landlord to compensate it for space used in the Building for the storage and maintenance of the provider’s equipment, for the fair market value of a provider’s access to the Building, and the costs which may reasonably be expected to be incurred by Landlord; (vii) the provider agrees to deliver to Landlord detailed “as built” plans immediately after the installation of the provider’s equipment is complete; and (viii) all of the foregoing matters are documented in a written license agreement between Landlord and the provider, the form and content of which is reasonably satisfactory to Landlord. Provided the above conditions are met Landlord agrees to process the request as promptly as possible.

14. RULES AND REGULATIONS. Tenant and Tenant’s agents, employees and invitees will comply fully with all requirements of the Rules and Regulations (as changed from time to time as hereinafter provided) which are attached hereto as Exhibit C and made a part hereof as though fully set


out herein. Landlord shall at all times have the right to change such Rules and Regulations or to promulgate other Rules and Regulations in such reasonable manner as may be deemed advisable for the management, safety, care or cleanliness of the Property, and for preservation of good order therein; provided, however, that such changes shall not become effective and a part of this Lease until a copy thereof shall have been delivered to Tenant. Landlord shall apply the Rules and regulations in a nondiscriminatory manner. Tenant shall further be responsible for the compliance with such Rules and Regulations by the employees, servants, agents, visitors and invitees of Tenant.

15. ENTRY BY LANDLORD. Tenant agrees to permit Landlord or its agents or representatives, after notice (written or oral) from Landlord (except that in the event of emergency, no notice shall be required), to enter into and upon any part of the Premises during ordinary business hours, or at such other times as Landlord deems appropriate, to inspect the same, or to show the Premises to prospective purchasers, tenants, mortgagees or insurers, but in regard to prospective tenants such entry shall be limited to the last twelve (12) months of the initial Term if Tenant has not exercised its Renewal Option as set forth in Section 55 hereof, or if Tenant has exercised such Renewal Option to the last twelve (12) months of the Renewal Term unless Tenant has further extended this Lease, or to clean or make repairs, alterations or additions thereto (but without any obligation to do so, except as expressly provided for herein) and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. Landlord shall use commercially reasonable efforts in connection with any such entry (except in the event of an emergency) to minimize interference with the operations of Tenant, but the foregoing shall not obligate Landlord to conduct such entry or repairs after hours, unless such work within the Premises is for the sole benefit of another tenant in the Building.

16. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not, without the prior written consent of Landlord, (i) assign or in any manner transfer this Lease or any estate or interest therein, or permit any assignment of this Lease or any estate or interest therein by operation of law, or (ii) sublet the Premises or any part thereof, or (iii) grant any license, concession or other right of occupancy of any portion of the Premises, or (iv) permit the use of the Premises by any parties other than Tenant, its agents and employees; provided, however, with respect to any proposed assignment of this Lease or subletting of the Premises, Landlord agrees not to unreasonably withhold its consent so long as Landlord does not elect to terminate this Lease pursuant to subparagraph (b) below. Landlord shall be deemed to have reasonably withheld its consent to any assignment or sublease if the refusal is based on (i) in the event of a proposed assignment or sublet, Landlord’s good faith determination that such assignee or subtenant is not of the character or quality of a tenant to whom Landlord would generally lease space in the Building, (ii) in the event of a proposed assignment or sublease, that Landlord has knowledge that the proposed assignee or subtenant has financial problems; (iii) the fact that such assignment or sublease is not in form and of substance reasonably satisfactory to Landlord, (iv) such assignment or sublease conflicts in any manner with this Lease, including, but not limited to, the Permitted Use, (v) the proposed assignee or subtenant is a tenant of the Building or Landlord is negotiating with the proposed assignee or subtenant to become a tenant of the Building, (vi) the subtenant or assignee is a governmental entity or a medical office, (vii) the subtenant’s or assignee’s primary business is prohibited by any non-compete clause then affecting the Building, (viii) the assignment or sublease would cause Landlord to breach any covenants or contractual obligations to which the Property or Landlord is subject, and (ix) if Tenant requests Landlord’s consent

for any assignment or sublet to a proposed assignee/subtenant whose proposed use or operation in

the Premises may or would cause the Building, the Premises or the Property or any part thereof not

to comport with Landlord’s Sustainability Practices or any third-party rating system applicable to

the Building. . Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance


with all of Tenant’s other obligations under this Lease. To the extent the rentals or income derived from any sublease or assignment exceed the rentals due hereunder, (less the Tenant’s costs incurred and paid in connection with said sublease or assignment, including brokerage fees, free rent, tenant improvement costs, etc.) fifty (50%) percent of such excess rentals and income shall be the property of and paid over to Landlord in consideration for Landlord’s consent to the applicable assignment or sublease and the remaining fifty (50%) percent shall be the property of Tenant.. If an event of default, as hereinafter defined, should occur while the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord by Tenant hereunder and Tenant hereby authorizes and directs any such assignee or subtenant to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or subtenant shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee, subtenant or occupant of the Premises shall not be deemed a waiver of the covenant in this Lease contained against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord to any such assignee or subtenant obligated to make payments of rent shall be a full and complete release, discharge, and acquittance to such assignee or subtenant to the extent of any such amount of rent so paid to Landlord. Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Premises. Notwithstanding the foregoing provisions to the contrary, Tenant may, upon at least thirty (30) days prior written notice to Landlord, merge or be consolidated into a corporation or other entity into which all or substantially all of Tenant’s assets are transferred, provided that such merger, consolidation or transfer of assets is for a good business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and that neither of such events will constitute a breach of the restrictions set forth in this Article 16.

(b) If Tenant requests Landlord’s consent to an assignment of the Lease or subletting of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant, the proposed commencement date of such assignment or subletting, the nature and character of the business of the proposed assignee or subtenant and the proposed rates, terms and other pertinent conditions of such assignment or subletting. Landlord shall have the option (to be exercised within fifteen (15) days from the submission of Tenant’s written request) to (i) consent to such proposed assignment or subletting, (ii) refuse to consent to such proposed assignment or subletting or (iii) if such proposed assignment or subletting is for fifty (50%) percent or more of the Premises, cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned notice of subletting or assignment. If Landlord fails to notify Tenant of its election within such fifteen (15) day period, Landlord shall be deemed to have given its consent to such proposed assignment or subletting. If Landlord elects to cancel this Lease as stated, then the Lease Term, and the tenancy and occupancy of the Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end as if such cancellation date was the original termination date of this Lease.

(c) Landlord shall have the right to transfer, assign and convey, in whole or in part, the Building and/or the Property and any and all of its rights under this Lease, and in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations, provided that such successor in interest assumes the obligations of Landlord under this Lease.

17. MECHANIC’S LIENS. Tenant will not permit any mechanic’s lien or liens to be placed upon the Premises or any portion of the Property during the term hereof caused by or resulting from any work performed, materials furnished or obligation incurred by or at the request of Tenant and nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of


Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Premises, or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any mechanic’s or other liens against the interest of Landlord in the Premises or any portion of the Property. In the event any such lien is attached to the Premises or any portion of the Property, Tenant shall, within ten (10) days after written notice from Landlord of the filing of such lien, fully discharge the lien by settling the claim which resulted in the lien and receiving a court discharge of same, or by bonding or insuring over the lien in the manner prescribed by the applicable lien law. If Tenant shall fail to discharge such mechanic’s lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same. Any amount paid by Landlord for any of the aforesaid purposes and all reasonable legal and other expenses of Landlord, including reasonable counsel fees, in defending any such action or in procuring the discharge of such lien, with all disbursements in connection therewith, shall be paid by Tenant to Landlord within thirty (30) days of receipt of an invoice therefor.

18. PROPERTY INSURANCE. Landlord shall maintain fire and extended coverage insurance on the Property and the Premises (including the Leasehold Improvements) in such amounts as Landlord shall deem reasonable. Such insurance shall be maintained at the expense of Landlord (as a part of the Basic Costs), and payments for losses thereunder shall be made solely to Landlord or the mortgagees of Landlord as their interests shall appear. Tenant shall maintain at its expense, in an amount equal to full replacement cost, fire and extended coverage insurance on all of Tenant’s Property. To the

extent available, Tenant shall procure and maintain throughout the Lease Term “Green Property”

endorsements to all insurance policies.

19. LIABILITY INSURANCE. Tenant shall, at its sole cost and expense, procure and maintain through the Lease Term Commercial General Public Liability insurance against claims for bodily injury or death and property damage occurring in or upon or resulting from the Premises, such insurance to insure both Tenant and, as an additional named insured, Landlord and its officers, employees and agents, to be in standard form, to be issued by such insurance company or companies as may have a Best’s Insurance rating of A-IX or better, and to afford immediate protection, to the limit of not less than $3,000,000 in respect of any one accident or occurrence, and to the limit of not less than $1,000,000 for property damage, with not more than a $10,000 deductible. Such Commercial General Public Liability insurance shall include Contractual Liability coverage which insures contractual liability under the indemnification of Landlord by Tenant set forth in this Lease (but such coverage or the amount thereof shall in no way limit such indemnification). Tenant shall maintain with respect to each policy or agreement evidencing such Commercial General Public Liability insurance and each policy or agreement evidencing the insurance required pursuant to Paragraph 18 above, such endorsements as may be required by Landlord and shall at all times deliver and maintain with Landlord a duplicate original or certified copy of such policies or a certificate with respect to such insurance in form satisfactory to Landlord. Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least five (5) days prior to cancellation of such insurance. Such policies or duly executed certificates of insurance relating thereto shall be delivered to Landlord prior to Tenant’s occupancy of the Premises and renewals thereof as required shall be delivered to Landlord at least thirty (30) days prior to the expiration of the respective policy terms. If Tenant fails to comply with the foregoing requirements relating to insurance, Landlord may, following ten (10) days written notice to Tenant, obtain such insurance and Tenant shall pay to Landlord within thirty (30) days of receipt of an invoice the premium cost thereof.

20. LIABILITY OF LANDLORD. Unless caused by Landlord’s gross negligence or willful misconduct, Landlord shall not be liable to Tenant or to Tenant’s employees, agents, licensees, or visitors, or to any other person whomsoever, for any injury, loss or damage (REGARDLESS OF

WHETHER SUCH INJURY, LOSS OR DAMAGE IS CAUSED BY OR ARISES OUT OF

LANDLORD’S NEGLIGENCE OR THE NEGLIGENCE OF ANY EMPLOYEE OR AGENT OF


LANDLORD OR ANY STRICT LIABILITY) to person or property (i) due to the Property or the Building or the Land or any part thereof becoming out of repair or by defect in or failure of pipes or wiring, or by the backing up of drains or by the bursting or leaking of pipes, faucets and plumbing fixtures or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Premises, or (ii) that may be occasioned by or through the acts or omissions of other tenants in the Building or of any other persons whatsoever, or (iii) that may be occasioned by theft, fire, act of God, public enemy, injunction, riot, insurrection, war, court order, requisition or order of governmental authority, or any other matter beyond the control of Landlord. Tenant agrees that all of Tenant’s Property shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof

(REGARDLESS OF WHETHER SUCH LOSS, DAMAGE OR THEFT IS CAUSED BY OR

ARISES OUT OF LANDLORD’S NEGLIGENCE OR THE NEGLIGENCE OF ANY

EMPLOYEE OR AGENT OF LANDLORD OR ANY STRICT LIABILITY), except where caused by the gross negligence or willful misconduct of Landlord.

21. INDEMNIFICATION.

(a) Subject to the exclusions set forth below in this Paragraph, Tenant will indemnify and hold harmless Landlord, the property manager of the Property (“Property Manager”), their respective officers, directors, and employees and any other parties for whom Landlord and/or Property Manager are legally responsible (each a “Landlord Indemnified Party”) from, and shall reimburse each Landlord Indemnified Party for and with respect to, any and all costs, expenses (including, without limitation, reasonable attorneys’ fees), claims, demands, actions, proceedings, judgments, hearings, damages, losses and liabilities brought or asserted by or payable to any third party on account of personal injury, death, property damage or any other form of injury or damage (each a “Claim” and collectively the “Claims”) arising out of or relating to (i) an incident or event which occurred within or on the Premises, EVEN IF

THE (X) INCIDENT OR EVENT IS THE RESULT OF OR CAUSED BY THE NEGLIGENT

ACTS OR OMISSIONS OF ANY LANDLORD INDEMNIFIED PARTY OR (Y) THE

LANDLORD INDEMNIFIED PARTY IS STRICTLY LIABLE FOR ANY CLAIM ARISING

FROM SUCH INCIDENT OR EVENT, (ii) the use or occupancy of the Premises, EVEN IF (X)

THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS

OF ANY LANDLORD INDEMNIFIED PARTY OR (Y) THE LANDLORD INDEMNIFIED

PARTY IS STRICTLY LIABLE FOR SUCH CLAIM, or (iii) any breach of this Lease by Tenant which resulted in a Claim. The indemnification and reimbursement obligations of Tenant under this subparagraph shall not apply to a Claim (i) waived by Landlord under Paragraph 22 below or any other provision of this Lease, or (ii) arising out of the gross negligence or intentional misconduct of the Landlord Indemnified Party. If a third party files a lawsuit or brings any other legal action asserting a Claim against a Landlord Indemnified Party and that is covered by Tenant’s indemnity, then Tenant, upon notice from a Landlord Indemnified Party, shall resist and defend such Claim at Tenant’s expense through counsel reasonably satisfactory to the Landlord Indemnified Party. Tenant’s obligations under this Paragraph shall survive the termination of this Lease.

(b) Subject to the exclusions set forth below in this Paragraph, Landlord will indemnify and hold harmless Tenant and its officers, directors, and employees and any other parties for whom Tenant is legally responsible (each a “Tenant Indemnified Party”) from, and shall reimburse each Tenant Indemnified Party for and with respect to, any and all Claims (as defined in subparagraph (a) above) arising out of or relating to (i) an incident or event which occurred within or on the Common Areas, EVEN IF THE (X) INCIDENT OR EVENT IS THE RESULT OF OR CAUSED BY THE

NEGLIGENT ACTS OR OMISSIONS OF ANY TENANT INDEMNIFIED PARTY OR (Y) THE

TENANT INDEMNIFIED PARTY IS STRICTLY LIABLE FOR ANY CLAIM ARISING FROM

SUCH INCIDENT OR EVENT, (ii) the use of the Common Areas, EVEN IF (X) THE CLAIM IS

THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF ANY

TENANT INDEMNIFIED PARTY OR (Y) THE TENANT INDEMNIFIED PARTY IS


STRICTLY LIABLE FOR SUCH CLAIM, or (iii) any breach of this Lease by Landlord and which resulted in a Claim. The indemnification and reimbursement obligations of Landlord under this subparagraph shall not apply to a Claim (i) waived by Tenant under Paragraph 22 below or any other provision of this Lease, or (ii) arising out of the gross negligence or intentional misconduct of the Tenant Indemnified Party. If a third party files a lawsuit or brings any other legal action asserting a Claim against a Tenant Indemnified Party and that is covered by Landlord’s indemnity, then Landlord, upon notice from the Tenant Indemnified Party, shall resist and defend such Claim at Landlord’s expense through counsel reasonably satisfactory to the Tenant Indemnified Party. Landlord’s obligations under this subparagraph shall survive the termination of this Lease.

22. WAIVER OF SUBROGATION. Notwithstanding any provision to the contrary contained herein, each party hereto hereby waives any and every claim which arises or may arise in its favor and against the other party hereto during the Lease Term or any extension or renewal thereof for any and all loss of or damage to any of its property (REGARDLESS OF WHETHER SUCH LOSS OR

DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT,

ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE OFFICERS,

DIRECTORS, EMPLOYEES, AGENTS OR INVITEES), which loss or damage would be covered by the fire and extended coverage insurance policies required to be carried by such party by the terms of this Lease. Said waivers shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss or damage to property of the parties hereto. Inasmuch as the above mutual waivers will preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company (or an other person), each party hereto hereby agrees immediately to give to each insurance company which has issued to it policies of fire and extended coverage insurance written notice of the terms of said mutual waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waivers.

23. CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Building shall, in Landlord’s reasonable opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty) or in the event any mortgagee of Landlord should require that the insurance proceeds payable as a result of said fire or other casualty be applied in reduction of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such damage in which event the rent hereunder shall be abated as of the date of such damage. If Landlord is not entitled to or does not thus elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building and the Premises (including Leasehold Improvements) to substantially the same condition in which they were immediately prior to the happening of the casualty but Landlord shall not in any event be required to incur costs or expense in excess of the insurance proceeds actually received by Landlord as a result of the casualty; provided however that in the event that Landlord elects to restore the Premises it shall restore them to a comparable condition to that which existed prior to such casualty. In performing such work, Landlord shall not be responsible for delays outside its control. In no event shall Landlord be required to rebuild, repair or replace any part of Tenant’s Property. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. If the Premises or any other portion of the Property is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, employees or invitees, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Property caused thereby to the extent such cost and expense is not covered by or would not be covered by Landlord’s insurance proceeds. Any insurance which may be carried by


Landlord or Tenant against loss or damage to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

24. CONDEMNATION. If the whole or substantially the whole of the Building or the Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise, or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building or the Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building or the Premises is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may terminate this Lease by giving written notice thereof to Tenant, in which event this Lease shall terminate as of the date when physical possession of such portion of the Building or Premises is taken by the condemning authority. If this Lease is not so terminated upon any such taking or sale, the Base Rental payable hereunder shall be diminished by an equitable amount, and Landlord shall, to the extent Landlord deems feasible, restore the Building and the Premises (including the Leasehold Improvements) to substantially their former condition, but Landlord shall not in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation or damages (over and above amounts going to the mortgages of the property taken and amounts expended in collecting said compensation or damages) for the part of the Building or the Premises so taken. In performing such work, Landlord shall not be responsible for delays outside its control. All amounts awarded upon a taking of any part or all of the Building or the Premises including any award for the value of any unexpired Lease Term shall belong to Landlord and Tenant shall not be entitled to and expressly waives all claims to any such compensation. However, Tenant may file a separate claim at its sole cost and expense for Tenant’s Property and Tenant’s reasonable relocation expenses, provided that such claim is a separate and distinct claim from Landlord’s and that such claim does not in any manner diminish the award to which Landlord is entitled.

25. TAXES ON TENANT’S PROPERTY. Tenant shall be liable for all taxes levied or assessed against Tenant’s Property. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property, furniture or fixtures placed by Tenant in the Premises, and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord within thirty (30) days of receipt of an invoice that part of such taxes for which Tenant is liable hereunder.

26. EVENTS OF DEFAULT/REMEDIES.

(a) Events of Default. The following events shall be deemed to be events of default by Tenant under this Lease: (i) Tenant shall fail to pay any installment of the rent after five (5) days written notice of such nonpayment by Tenant provided, however, Landlord shall not be required to give such written notice of nonpayment of rent more than once during any twelve (12) consecutive month period; (ii) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the payment of rent and the events described in subparts (iii) and (iv) following, and shall not cure such failure within five (5) days after written notice thereof to; (iii) the failure to maintain any insurance required hereunder, (iv) an assignment of this Lease or a sublease of all or any portion of the Premises without Landlord’s consent, (v) the leasehold hereunder demised shall be taken on execution or other process of law in any action against Tenant; (vi) Tenant shall fail to promptly move into and take possession of the Premises when the Premises are ready for occupancy or shall cease to do business in or abandon any substantial portion of the Premises; (vii) Tenant becomes insolvent, or makes or a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; (viii) Tenant is not paying its debts as such debts become due; (ix) a receiver, trustee or custodian is appointed for, or takes possession of, all or substantially all of the assets of Tenant or any of the Premises, either in a proceeding brought by Tenant or in a proceeding brought against Tenant and such appointment is not discharged or such possession is not terminated within sixty (60) days after the effective date thereof or Tenant consents to or acquiesces in such appointment or


possession; (x) Tenant files a petition for relief under the Federal Bankruptcy Code, or any other present or future federal or state insolvency, bankruptcy or similar law (all of the foregoing hereinafter collectively called “applicable Bankruptcy Law”) or an involuntary petition for relief is filed against Tenant under any applicable Bankruptcy Law and such petition is not dismissed within sixty (60) days after the filing thereof, or an order for relief naming Tenant is entered under any applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by Tenant; (xi) violates any of Landlord’s Sustainability Practices; and (xii) violates any Lender sustainability requirements pursuant to the mortgage or deed of trust.

(b) Remedies of Landlord. Upon the occurrence of any event of default by Tenant under this Lease, Landlord, at its option, may, in addition to all other rights and remedies provided herein or at law or in equity, exercise one or more of the remedies set forth below.

(i) Termination of the Lease. Upon the occurrence of an event of default by Tenant hereunder, Landlord may, without judicial process, terminate this Lease by giving written notice thereof to Tenant (whereupon all obligations and liabilities of Landlord hereunder shall terminate) and, without further notice and without liability, repossess the Premises. Landlord shall be entitled to recover all loss and damage Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, including without limitation, the following (without duplication of any element of damages):

(A) accrued rent to the date of termination, plus late charges thereon as provided in Paragraph 43 and interest thereon at the rate established under Paragraph 43 from the date due through the date paid or date of any judgment or award by any court of competent jurisdiction, attorneys’ fees, moving allowances and any other costs incurred by Landlord in connection with making or executing this Lease, the cost of recovering the Premises and the costs of reletting the Premises (including, without limitation, advertising costs, brokerage fees, leasing commissions, reasonable attorneys’ fees and refurbishing costs and other costs in readying the Premises for a new tenant, but such refurbishing costs shall be comparable to those expended for Tenant at the commencement of the term);

(B) the present value of the Rent (discounted at a rate of interest equal to eight percent (8%) per annum (the “Discount Rate”) that would have accrued under this Lease for the balance of the Lease Term but for such termination, reduced by the present value of the reasonable fair market rental value of the Premises for such balance of the Lease Term discounted at the Discount Rate.

If such termination is caused by the failure to pay rent and/or the abandonment of all or any substantial portion of the Premises, Landlord may elect, by sending written notice thereof to Tenant, to receive liquidated damages in an amount equal to the Base Rental payable hereunder for the month during which this Lease is terminated times the lesser of (A) fourteen (14), or (B) the number of full calendar months remaining in the Lease Term at the time of such termination. Such liquidated damages shall be in lieu of the payment of loss and damage Landlord may suffer by reason of such termination as provided above but which shall not be in lieu of or reduce in any way any amount (including accrued rent) or damages due to breach of covenant (whether or not liquidated) payable by Tenant to Landlord which accrued prior to the termination of this Lease. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.


(ii) Repossession and Re-Entry. Upon the occurrence of an event of default by Tenant hereunder, Landlord may, without judicial process, immediately terminate Tenant’s right of possession of the Premises (whereupon all obligations and liability of Landlord hereunder shall terminate), but not terminate this Lease, and, without notice, demand or liability, enter upon the Premises or any part thereof, take absolute possession of the same, expel or remove Tenant and any other person or entity who may be occupying the Premises and change the locks. If Landlord terminates Tenant’s possession of the Premises under this subparagraph 26(b)(ii), (A) Landlord shall have no obligation whatsoever to tender to Tenant a key for new locks installed in the Premises, (B) Tenant shall have no further right to possession of the Premises and (C) Landlord shall use reasonable efforts to relet the Premises or any part thereof on such terms as Landlord deems advisable, taking into account the factors described in subparagraph 26(b)(vi). Any rent received by Landlord from reletting the Premises or a part thereof shall be applied first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord (in such order as Landlord shall designate), second, to the payment of any cost of such reletting, including, without limitation, refurbishing costs, reasonable attorneys’ fees, advertising costs, brokerage fees and leasing commissions and third, to the payment of rent due and unpaid hereunder (in such order as Landlord shall designate), and Tenant shall satisfy and pay to Landlord any deficiency upon demand therefor from time to time. Landlord shall not be responsible or liable for any failure to collect any rent due upon any such reletting. No such re entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such termination is given to Tenant pursuant to subparagraph 26(b)(i) above. If Landlord relets the Premises, either before or after the termination of this Lease, all such rentals received from such lease shall be and remain the exclusive property of Landlord and Tenant shall not be, at any time, entitled to recover any such rental. Landlord may at any time after a reletting elect to terminate this Lease.

(iii) Cure of Default. Landlord may, without judicial process, enter upon the Premises, without having any liability therefor and do whatever Tenant is obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord within five (5) days of receipt of an invoice for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease, and TENANT FURTHER AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING TO TENANT FROM SUCH ACTION, INCLUDING DAMAGES CAUSED BY THE NEGLIGENCE OF LANDLORD.

(iv) Continuing Obligations. No repossession of or re entering upon the Premises or any part thereof pursuant to subparagraph 26(b)(ii) or 26(b)(iii) above or otherwise and no reletting of the Premises or any part thereof pursuant to subparagraph 26(b)(ii) above shall relieve Tenant or any Guarantor of its liabilities and obligations hereunder, all of which shall survive such repossession or re entering. In the event of any such repossession of or re entering upon the Premises or any part thereof by reason of the occurrence of a default, Tenant will continue to pay to Landlord all rent required to be paid by Tenant.

(v) Cumulative Remedies. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity.

(vi) Mitigation of Damages. With respect to the provisions of the laws of the State of New York or of this Lease which require that Landlord use reasonable efforts to relet the


Premises, it is understood and agreed that the following shall apply in determining whether such efforts by Landlord to relet are reasonable:

(A) Landlord may elect to lease other available space in the Building, if any, before reletting the Premises;

(B) Landlord may elect to consent to the assignment or sublease by an existing tenant of the Building before reletting the Premises;

(C) Landlord may decline to incur material out-of-pocket costs to relet the Premises, other than customary leasing commissions and legal fees for the negotiation of a lease with a new tenant;

(D) Landlord may decline to relet the Premises at rental rates below the then prevailing Base Rent for the balance of the initial term of the Lease;

(E) Landlord may decline to relet the Premises to a prospective tenant if the nature of such prospective tenant’s business is not consistent with the tenant mix of the Building or with any other tenant leases containing provisions against the Landlord leasing space in the Building for certain uses;

(F) Landlord may decline to relet the Premises to a prospective tenant, the nature of whose business may have an adverse impact upon the manner in which the Building is operated or with the high reputation of the Building even though in each of said circumstances such prospective tenant may have a good credit rating;

(G) Before reletting the Premises to a prospective tenant, Landlord may require the prospective tenant to demonstrate the same financial capacity that Landlord would require as a condition to leasing other space in the Building to the prospective tenant; and

(H) Listing the Premises with a broker or leasing agent in a manner consistent with subparagraphs (A) through (G) above shall constitute prima facie evidence of reasonable efforts on the part of Landlord to relet the Premises.

27. QUIET ENJOYMENT. Provided that Tenant pays the rent and other sums herein recited to be paid by Tenant and performs all of Tenant’s covenants and agreements herein contained, Tenant shall at all times during the Lease Term peaceably and quietly enjoy the Premises without any disturbance from Landlord or from any other person, subject to the terms, provisions, covenants, agreements and conditions of this Lease and to the deeds of trust, mortgages and other matters to which this Lease is subordinate and subject as herein set forth.

28. HOLDING OVER. Should Tenant or any of its successors in interest continue to hold the Premises after termination of this Lease, whether such termination occurs by lapse of time or otherwise, such holding over shall constitute and be construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder. Tenant or such other parties shall be subject to immediate eviction and removal and Tenant or any such party shall pay Landlord as rent for the period of such holdover an amount equal to 200% of the monthly rent (including Base Rental and all other rental amounts) provided herein at the time of such termination, prorated on a daily basis. No payments of money by Tenant to Landlord after the termination of this Lease shall reinstate, continue or extend the Lease Term and no extension of this Lease after the termination hereof shall be valid unless and until the same shall be reduced to writing and signed by both Landlord and


Tenant. Tenant shall be liable to Landlord for all damage which Landlord shall suffer by reason of any holding over by Tenant and Tenant shall indemnify Landlord against all claims made by any other tenant or prospective tenant against Landlord resulting from delay by Landlord in delivering possession of the Premises to such other tenant or prospective tenant.

29. SUBORDINATION. This Lease and all rights of Tenant hereunder are subject and subordinate (i) to any mortgage or deed of trust, blanket or otherwise, which does now or may hereafter affect the Building or Property (and which may also affect other property) and (ii) to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or deed of trust. This provision is hereby declared by Landlord and Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments and certificates that may be reasonably necessary or proper to more effectively subordinate this Lease and all rights of Tenant hereunder to any such mortgage or deed of trust or to confirm or evidence such subordination. In the event Tenant shall fail or neglect to execute, acknowledge and deliver any such subordination agreement or certificate, Landlord, in addition to any other remedies it may have, may, as the agent and attorney in fact of Tenant, execute, acknowledge and deliver the same and Tenant hereby irrevocably nominates, constitutes and appoints Landlord Tenant’s proper and legal agent and attorney in fact for such purposes. Such power of attorney shall not be affected by subsequent disability or incapacity of the principal. Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any such mortgage or if the Building or Property is sold pursuant to any such deed of trust, to attorn to the purchaser upon any such foreclosure sale or trustee’s sale if so requested by such purchaser and to recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord or of any holder(s) of any of the indebtedness or other obligations secured by any of the mortgages or deeds of trust referred to in this paragraph, any instrument or certificate which, in the reasonable judgment of Landlord or of such holder(s), may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. This Lease and all rights of Tenant hereunder are further subject and subordinate, to the extent that the same relate to the Premises, (i) to all ground or underlying leases in existence at the date hereof and to any and all supplements, modifications and extensions thereof heretofore or hereafter made, and (ii) to all applicable ordinances of the City of New York, New York, relating to easements, franchises and other interests or rights upon, across or appurtenant to the Building or Property or any of the Land, and (iii) to all utility easements and agreements. Landlord represents that as of the time of execution of this Lease there is no mortgage on the Building or the Property. Landlord shall use commercially reasonable efforts to secure a non-disturbance agreement in favor of Tenant from any future mortgagee.

30. TRAINING. To the extent Landlord requires Tenant to participate in any training relating to Landlord’s Sustainability Practices, and with at last seventy-two (72) hours prior written notice to Tenant, Tenant and its employees shall participate in such training.

31. ATTORNEYS’ FEES. In the event either party defaults in the performance of any of the terms of this Lease and the other party employs an attorney in connection therewith, the defaulting party agrees to pay the prevailing party’s reasonable attorneys’ fees.

32. NO IMPLIED WAIVER. The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement herein, or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of rent due under this Lease shall be deemed to be other than on account of the earliest rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy in this Lease provided.


33. PERSONAL LIABILITY. Any and all covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of the Landlord’s interest hereunder. The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease shall be limited to Landlord’s interest in the Building, and Tenant agrees to look solely to Landlord’s interest in the Building for recovery of any judgment from Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be liable for special, consequential, exemplary or punitive damages.

34. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of _________________TBD_______________ Dollars as security (the "Security Deposit") for the full and punctual performance by Tenant of all of the terms of this Lease. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Base Rent, subject to applicable notice and cure provisions under this Lease, Landlord may use, apply or retain all or any part of the Security Deposit for the payment of any Base Rent or any other sum due from Tenant or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss, cost or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be an Event of Default under this Lease. Landlord shall not, unless otherwise required by law, be required to keep the Security Deposit separate from its general funds, nor pay interest to Tenant. If Tenant shall fully and punctually comply with all of the terms of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last transferee of Tenant's interest hereunder) after the termination of this Lease and delivery of exclusive possession of the Premises to Landlord. In the event the Property is sold, the Security Deposit will be transferred to the new owner. Nothing in this Section shall be construed to limit any other remedy of Landlord under this Lease.

35. NOTICE. Any notice, request, demand or other communication required or permitted hereunder shall be given in writing by (a) personal delivery, or (b) nationally recognized overnight delivery service. Any such notice, request, demand or other communication shall be deemed to have been given either at the time of personal delivery or upon receipt or refusal thereof.

36. ESTOPPEL CERTIFICATE. Tenant will, at any time and from time to time, within not more than ten (10) business days after receipt of a written request by Landlord, execute, acknowledge and deliver to Landlord or such other persons as Landlord may request a statement in written and recordable form, executed by Tenant, certifying that this Lease is unmodified and in full effect (or, if there have been modifications, that this Lease is in full effect as modified, and setting forth such modifications) and the dates to which the rent has been paid, containing such additional information as Landlord may reasonably request and either stating that to the knowledge of the signer of such certificate no default exists hereunder or specifying each such default of which the signer may have knowledge; it being intended that any such statement by Tenant may be relied upon by any prospective purchaser or mortgagee of the Building or Property.

37. RIGHT TO RELOCATE TENANT. Landlord may at its option and upon giving thirty (30) days prior written notice to Tenant, substitute for the Premises other premises in the Building (the "New Premises") in which event the New Premises shall be deemed to be the Premises for all purposes hereunder, provided:

(a) The New Premises shall be comparable in size; (b) The Base Rent and other rentals payable under this Lease shall remain the same; and (c) Such relocation shall be limited to once during the Term (as extended) of the Lease.


Tenant shall accept possession of the New Premises in its "as-is" condition; provided, however, Landlord, at Landlord's expense, shall make reasonable improvements so that the New Premises will provide the Tenant with the same standard of quality and usefulness as the original Premises. New Premises shall be at the same green certification rating of the Premises or better. In the event of any such relocation of Tenant, Landlord shall pay for Tenant's reasonable moving costs and stationery reprinting; provided, however, Tenant shall not be entitled to any compensation for damages for an y interference with or interruption of its business during or resulting from such relocation. If such option is validly so exercised by Landlord, Tenant shall continue to occupy the present Premises (upon all of the terms, covenants, conditions, provisions and agreements of this Lease, including the covenant for the payment of Rent) until the date on which Landlord shall have substantially completed said alteration work in the New Premises. Tenant shall move from the present Premises into the New Premises immediately upon the date of such substantial completion by Landlord and shall vacate and surrender possession to Landlord of the present Premises on such date and if Tenant continues to occupy the present Premises after such date, then thereafter, during the period of such occupancy, Tenant shall pay Rent for the present Premises, in addition to the Rent for the New Premises. With respect to said alteration work in the New Premises, if Tenant requests materials or installations other than those originally installed by Landlord, or if Tenant shall make changes in the work (such non-original materials or installations for changes being subject to Landlord's written approval), and if such non-original materials or installments or changes shall delay the work to be performed by Landlord, or if Tenant shall otherwise delay the substantial completion of Landlord's work, the happening of such delays shall in no event postpone the date for the commencement of the payment of Rent for the New Premises, beyond the date on which such work would have been substantially completed but for such delay, and, in addition, Tenant shall continue to pay Rent for the original Premises until it vacates and surrenders same as aforesaid. Landlord at its discretion may substitute materials of like quality for the materials originally utilized.

38. SEVERABILITY. Each and every covenant and agreement contained in this Lease is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

39. RECORDATION. Tenant agrees not to record this Lease, or any memorandum hereof. In the event Landlord’s mortgagee may so require, Tenant agrees to execute a short form of this Lease for recordation.

40. GOVERNING LAW. This Lease and the rights and obligations of the parties hereto shall be governed by and shall be interpreted, construed and enforced in accordance with the laws of the State of New York.

41. FORCE MAJEURE. Whenever a period of time is herein prescribed for the taking of any action by either party hereunder, such party shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other cause whatsoever beyond the control of such party; provided, however, this paragraph shall not apply with respect to any monetary obligation of either party.

42. TIME OF PERFORMANCE. Except as expressly otherwise herein provided, time is of the essence of this Lease.


43. LATE CHARGE AND INTEREST ON TENANT’S OBLIGATIONS. In the event Tenant fails to make any payment due hereunder to help defray the additional cost to Landlord for processing such late payments, Tenant shall pay to Landlord on demand a late charge in an amount equal to $50.00. Any sum due from Tenant to Landlord under the terms of this Lease not paid when due shall bear interest from the date due until paid by Tenant at the lesser of (i) the rate of eighteen percent (18%) per annum, or (ii) the highest lawful rate.

44. COMMISSIONS. Landlord and Tenant represent and warrant to each other that it has not dealt with any broker, agent, finder or other person in the negotiation for or the obtaining of this Lease other than Best Brokerage of New York, Inc. (the “Landlord’s Agent”) and ______________________ (“Tenant’s Agent”), and agrees to indemnify and hold the other party harmless from any and all costs (including reasonable attorney's fees) and liability for commissions or other compensation claimed by any broker, agent, finder or other person other than Landlord’s Agent or Tenant’s Agent employed by it or claiming to have been engaged by it in connection with this Lease. Tenant acknowledges that Landlord’s Agent and Tenant’s Agent has acted only as an agent with respect to the procurement and negotiation of this Lease and agrees that Landlord’s Agent and Tenant’s Agent shall not be responsible or liable for any term, provision or condition of this Lease. Landlord agrees to pay any fee or commission owing Landlord’s Agent or Tenant’s Agent on account of this Lease pursuant to separate written agreements with Landlord.

45. EFFECT OF DELIVERY OF THIS LEASE. Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only, and the delivery hereof does not constitute an offer to Tenant or option. This lease shall not be effective until a copy executed by both Landlord and Tenant is delivered to and accepted by Landlord.

46. CONSUMER RIGHTS. Landlord and Tenant each acknowledge, on its own behalf and on behalf of its successors and assigns, that the New York Deceptive Trade Practices Consumer Protection Act, Subchapter E of Chapter 17 of the New York Business and Commerce Code (“DTPA”), is not applicable to this Lease. Accordingly, the rights and remedies of Landlord and Tenant with respect to all acts or practices of the other, past, present or future, in connection with this Lease shall be governed by legal principles other than the DTPA. Landlord and Tenant each hereby waives its rights under the DTPA, a law that gives consumers special rights and protections. After consultation with an attorney of its own selection, Landlord and Tenant, respectively, voluntarily consent to this waiver.

47. BINDING EFFECT. All of the covenants, agreements, terms and conditions to be observed and performed by the parties hereto shall be applicable to and binding upon their respective heirs, personal representatives, successors and, to the extent assignment is permitted hereunder, their respective assigns.

48. PARAGRAPH HEADINGS. The paragraph headings contained in this Lease are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof.

49. ENTIRE AGREEMENT. This Lease sets forth the entire agreement between the parties and no amendment or modification of this Lease shall be binding or valid unless expressed in a writing executed by both parties hereto.

50. NO REPRESENTATIONS. Neither Landlord nor Landlord’s agents have made any representations or promises with respect to the Premises or the Property except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.


51. JOINT AND SEVERAL LIABILITY. If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several.

52. GENDER AND NUMBER. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires.

53. CHANGE OF BUILDING OR PROPERTY NAME. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and address of the Building or the Property from time to time. Should Landlord exercise its right hereunder to change the name of the Building Landlord will pay the reasonable cost of Tenant’s replacement of stationery.

54. TAXPAYER IDENTIFICATION NUMBER. The Taxpayer Identification number of Tenant is ________________.

55. RENEWAL OPTION.

(a) Tenant (but not any assignee or subtenant) shall have, and is hereby given one (1) option to renew and extend the term of this Lease, such option to follow consecutively upon the expiration of the last month of the Initial Term of this Lease, provided that at the time an option to renew is exercised, or at the commencement of the option period, this Lease shall be in full force and effect and Tenant shall not be in default hereunder, and that Tenant shall be in occupancy of the entire Premises. The renewal option shall be for a term of five (5) years (the “Renewal Term”). The renewal and extension of this Lease for the Renewal Term shall be on and under the same covenants, agreements, terms, provisions and conditions, as are contained herein for the Initial Term of this Lease, except that the Base Rental shall be computed in the manner set forth below, and the length of the Renewal Term shall be as specified above. Any termination of this Lease during the Initial Term of this Lease shall terminate all rights of renewal and extension set forth herein.

(b) During the Renewal Term of this Lease the Base Rental shall be adjusted so that it shall be equal to the prevailing Fair Market Value (hereinafter defined), multiplied by the total Rentable Area, expressed in square feet in the Premises. The term “Fair Market Value” shall mean the rental rates, including expense reimbursements, then being charged for new leases entered into for space in the Building, and other comparable Class A office buildings in the New York City area, if any, for space comparable to the space for which Fair Market Value is being determined (taking into consideration and making appropriate adjustments for use, location and floor level, size of space, definition of rentable area, Leasehold Improvements and leasehold improvement allowances provided, quality, age and location of the applicable building, financial status of Tenant, brokerage commissions, rental concessions, other inducements and the time the particular rate under consideration became effective).

(c) If Tenant desires to renew this Lease, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least twelve (12) months prior to the expiration of the Initial Term of this Lease. Landlord shall, within the thirty (30) days following such notification, advise Tenant in writing of Landlord’s determination of the Fair Market Value and Tenant shall, within the next thirty (30) days (the “Response Period”) following receipt of Landlord’s determination, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Fair Market Value. If on or before the last day of the Response Period Tenant (x) notifies Landlord of Tenant’s acceptance of Landlord’s determination of the Fair Market Value or (y) does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Fair Market Value (in which event Tenant shall be deemed to have accepted Landlord’s determination of the Fair Market Value), this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the term and changes in Base Rent, within thirty (30)


days after the last day of the Response Period. If on or before the last day of the Response Period, Tenant notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Fair Market Value, then Landlord and Tenant shall during the next 60 days negotiate in good faith to resolve their disagreement. If the disagreement has not been resolved to the mutual satisfaction of Landlord and Tenant within such 60 day period, then the renewal right contained herein shall terminate and be of no further force or effect.

56. RIGHT OF FIRST OFFER. Provided Tenant is not in default of this Lease Agreement and is in occupancy of the Premises, and subject to the rights of existing tenants as of the date hereof, Landlord hereby grants Tenant a one time Right of First Offer to lease any space contiguous to the Premises on the first floor of the Building that may become available during the initial term of this Lease other than the final twenty four (24) calendar months of the Term (the “Available Space”). Tenant shall be given the one time right to rent such space from Landlord at the Rent then being requested by Landlord for vacant space in the Building. Tenant shall advise Landlord of its desire to let such space for the balance of the term of this Lease within ten (10) days after Landlord’s notification to Tenant that such space will become available (the “Exercise Period”). Tenant’s failure to so notify Landlord or notification that Tenant has no interest in renting such space shall thereby void this clause in regard to such space. If Tenant does exercise this Right of First Offer, Tenant shall execute an amendment to Tenant’s current Lease with Landlord for the space as referred to above within ten (10) business days of Landlord’s receipt of Tenant’s notification to exercise this option. If Tenant does not give written notice of its intent to exercise this Right of First Offer within the Exercise Period, or having given notice of its intent to exercise, Tenant shall be deemed to have waived the Right of First Offer to lease the Available Space under the terms as set forth above and Landlord shall thereafter have the right to enter into a lease for the Available Space on such terms and conditions as Landlord shall determine.

57. ADDITIONAL GREEN BUILDING TENANT REQUIREMENTS.

(a) This building is or may become in the future certified pursuant to the U.S.

Green Building Council’s LEED rating system, the Green Building Initiative’s Green Globes™

rating system, the U.S. EPA’s Energy Star® rating system, or similar system or program under

which Landlord is, or may be, obligated.

(b) Tenant shall use Landlord’s recommended energy, mercury and carbon

level reduction methods which may include purchasing ENERGY STAR® rated equipment,

occupant station lighting controls; the use of energy efficient bulbs; daylighting methods; closing

shades and/or other window treatments; turning off equipment and lights at the end of each work

day; and purchasing U.S. EPA’s Water Sense® program certified products (the “Installed

Equipment”). Tenant shall deliver to Landlord all documentation relating to the Installed

Equipment including but not limited to manufacturer, model, make, type, wattage (if applicable),

mercury content (if applicable), Energy Star® rating, and other documentation reasonably

requested by Landlord.

(c) Tenant shall meet one or more of the following criteria in its purchasing

consumable materials for use in the Premises: (i) purchases to contain at least 10% postconsumer

or 20% postindustrial materials, (ii) purchases to contain at least 50% rapidly renewable materials,

(iii) purchases to contain at least 50% materials harvested and processed or extracted and

processed within 500 miles of the project, (iv) purchases to consist of at least 50% Forest

Stewardship Council (FSC)- certified paper products, rechargeable batteries.

58. LEED GOLD BUILDING CERTIFICATION; TERMINATION RIGHT. It is

hereby acknowledged that the covenants of Landlord contained in this paragraph are a material

inducement to Tenant entering into this Lease. Landlord covenants that Landlord has or will apply


for LEED Gold certification (“LEED Certification”) for the Building and expects to obtain

approval from the U.S.G.B.C. on or about the Commencement Date. In the event Landlord is

unable to obtain said LEED Certification on the Commencement Date, Landlord shall have

additional time to obtain said LEED Certification and Landlord will promptly and as expeditiously

as possible, after notice to Tenant no less than thirty (30) days prior to the scheduled

Commencement Date (“LEED Certification Notice”), take all steps reasonably necessary to obtain said LEED Certification. In the event that Landlord is unable to obtain LEED Certification on or

before a date that is one hundred twenty (120) days after any said LEED Certification Notice

(“LEED Certification Deadline”), Tenant shall have the right to terminate this Lease upon written

notice thereof given to Landlord within ten (10) days after the LEED Certification Deadline and

this Lease shall automatically terminate and be of no further force or effect.

59. EXHIBITS. The following exhibits, riders and addenda are attached to this Lease and made a part hereof for all purposes:

Exhibit A - Floor Plan of Premises Exhibit B - Description of Land Exhibit C - Building Rules and Regulations Exhibit D - Work Letter Exhibit D-1 - Shell Condition Exhibit E - Reserved Exhibit F - Commencement Date Agreement Exhibit G - Landlord's Sustainability Practices

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple

original counterparts as of the day and year first above written.

LANDLORD: TENANT: ABC LANDLORD, LLC XYZ TENANT, LLC a New York limited liability company a Delaware limited liability company By: By: Name: Name: Title: Title:


EXHIBIT A

FLOOR PLAN OF PREMISES


EXHIBIT B

DESCRIPTION OF LAND

Green Building

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as follows: BEGINNING at a point on the westerly side of Fifth Avenue, distant one hundred feet five inches northerly from the intersection of the westerly side of Fifth Avenue with the northerly side of 20th Street; RUNNING THENCE westerly parallel with 20th Street and part of the way through an old party wall, one hundred feet; THENCE northerly parallel with Fifth Avenue, fifty-five feet; THENCE easterly again parallel with 20th Street, part of the way through an old party wall, one hundred feet to the westerly side of Fifth Avenue; THENCE southerly along the westerly side of Fifth Avenue, fifty-five feet to the point or place of BEGINNING. The above described premises being the same premises conveyed by deed to the party of the first part, dated May 1, 1985, recorded on June 28, 1985 in Reel 1234, page 559.

The above described premises are known as Block 848 Lot 4 on the Tax Map of the City of New York and XXX Fifth Avenue, New York, N.Y.


EXHIBIT C

RULES AND REGULATIONS

1. Other than on legal holidays, Landlord agrees to furnish to the Premises during the hours

of 7:00 a.m. to 6:00 p.m. on Monday through Friday and 7:00 a.m. until 1:00 p.m. on Saturdays, but subject to the rules and regulations of the Building and to the provisions of this Lease, electricity, heating, ventilation and air conditioning required in Landlord’s judgment for the comfortable use and occupation of the Premises and related elevator service. Any such services furnished at other times shall be optional with Landlord and at the expense of Tenant. Landlord shall not be required to furnish these services at other times unless Tenant has provided Landlord with written notice at least twenty-four (24) hours in advance on a regular business day of Tenant’s need for such services and all such additional services shall be separately charged to Tenant based upon actual use involved as established by Landlord on the basis of an hourly rate sufficient to cover all of Landlord’s costs in providing such services to the Premises. In addition, Landlord may designate a minimum number of service hours for which charges for such services shall be made on each occasion. The charge per hour and minimum charge shall be designated by Landlord from time to time and shall be available to Tenant upon request. Landlord shall also furnish water suitable for the intended use of the Premises and janitorial service. Tenant acknowledges that the

Building, the Premises and the Property shall be operated in a manner which is consistent with

Landlord’s Sustainability Practices.

2. Tenant agrees to make a deposit, in an amount fixed by Landlord from time to time, for each suite key and magnetic security key issued by Landlord to Tenant for its offices, and upon termination of this Lease, to return all keys to Landlord. Landlord will refund the amount deposited on each key when it is returned.

3. Tenant will refer all contractors, contractor’s representatives and installation technicians, rendering any service to Tenant, to Landlord for Landlord’s supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the Building including the installation of telephones, electrical devices and attachments, and any installation of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building. Tenant must follow “building standard finish out guidelines”, as provided by Landlord and comply with Landlord’s Sustainability Practices. No lien shall be permitted to attach to the Premises or the Building as a result of such work and Tenant shall hold and save Landlord harmless from any lien claim with respect to such work.

4. Movement in or out of the Building of furniture or office equipment or the dispatch or receipt by Tenant of any merchandise or materials which require the use of elevators or stairways or the movement through building entrances or lobby shall be restricted to hours designated by Landlord by prearrangement before performance. Such prearrangement initiated by Tenant will include the determination by Landlord, subject to its sole decision and control, of the time, method, and routing of movement, and of any limitations imposed by safety or other concerns which may prohibit any article, equipment or any other item from being brought into the Building. No movement will be allowed through the Building’s main lobby. Tenant shall assume all risk as to damage to articles moved and injury to persons or property engaged or not engaged in such movement, including equipment, property, and personnel of Landlord if damaged or injured as a result of any act in connection with carrying out this service for or by Tenant from time of entering the property to completion of the work; and Landlord shall not be liable for acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant. Tenant shall use Landlord-approved protective material for walls, floors of common areas and elevator cabs in connection with all movement of equipment, furniture or supplies in or out of the Building.


5. Except as otherwise expressly agreed in writing by Landlord, (i) no signs will be allowed in any form on the exterior of the Property or on the interior of exterior windows or otherwise situated so as to be visible outside the Premises, (ii) no signs except in uniform location and uniform style fixed by Landlord will be permitted in the public corridors or on corridor doors or entrances to Tenant’s space, (iii) the construction and/or installation of all authorized signs will be contracted for by Landlord for Tenant at the rate fixed by Landlord from time to time and Tenant will be billed and pay for such service promptly on receipt thereof, and (iv) all such signage must comply with recorded restrictions applicable to the Property. To the extent the approval of third parties, such as public authorities and architectural control committees may be required for Tenant’s signage, Tenant shall pay the entire cost of obtaining such consent, including any costs incurred by Landlord in assisting Tenant in obtaining such consent.

6. No portion of Tenant’s area or other part of the Building shall at any time be used or occupied as sleeping or lodging quarters.

7. Tenant shall not place, install or operate on the demised Premises or in any part of Property, any engine, or machinery, or conduct mechanical operations thereon or therein, or place or use in or about the Premises any vending machine, space heaters or other energy-intensive equipment, explosives, gasoline, kerosene, oils, acids, caustics, or any other flammable, explosive, or hazardous material without written consent of Landlord, which may be withheld or withdrawn with or without cause. Any space conditioning equipment that is operated in the Premises shall be used in

conjunction with sensors or timers that limit operation to hours of actual occupancy (on a day-by-

day basis) in the Premises.

8. No candles, deodorizers, or any aerosol spray is allowed inside Building.

9. Landlord shall not be responsible for lost or stolen personal property, equipment, money, or jewelry from Tenant’s area or public rooms regardless.

10. No birds or animals shall be brought into or kept in or about Building. This includes after house and weekends.

11. Employees of Landlord shall not receive or carry messages for or to any Tenant or other person, or contract with or render free or paid services to any Tenant or Tenant’s agents, employees, or invitees.

12. Landlord will not be required to provide entrance to Tenant’s offices by use of pass keys controlled by Landlord to any person at any time without the prior written permission by Tenant except for employees, contractors, or service personnel directly supervised by Landlord.

13. None of the entries, passages, doors, elevators, elevator doors, hallways, or stairways shall be blocked or obstructed, nor shall any rubbish, litter, trash, or material of any nature be placed, emptied or thrown into these areas, nor be used at any time except for ingress and egress by Tenant, Tenant’s agents, employees, or invitees.

14. Tenants shall not do, or permit anything to be done in or about the Building, or bring or keep anything therein that will in any way increase the rate of fire or other insurance on the Property, or on property kept therein, or obstruct or interfere with the rights of, or otherwise injure or annoy, other tenants, or do anything contrary to or in conflict with valid laws, rules and regulations of any municipal or governmental authority or fire, safety or Building authority or regulation.

15. Landlord specifically reserves the right to refuse admittance to the Building from 6:00 p.m. to 7:00 a.m. daily, or on Sundays or on legal holidays, to any person or persons who cannot


furnish satisfactory identification, or to any person or persons who, for any other reason in the Landlord’s judgment should be denied access to the Premises. Landlord, for the protection of the tenants and their effects, may prescribe hours and intervals during the night, on Sundays and holidays, when all persons entering and departing the Building shall be required to enter their names, the offices to which they are going or from which they are leaving, and the time of entrance or departure in a register provided for that purposes by the Landlord.

16. Landlord reserves the right to install, relocate and remove at any locations within the Property, such security stations, access barriers, visual or closed circuit monitoring devices, lighting systems or other equipment as Landlord shall from time to time deem desirable. Tenant shall not remove, damage or impair the operation of any such device or equipment.

17. Landlord reserves the exclusive right, at its option, to control access to spaces adjacent to building.

18. Landlord reserves the right to limit access to all floors from stairwells and to require that all persons using stairwells and fire exits utilize only prescribed lobby exits designated from time to time by Landlord. Tenant is not allowed access to roof or mechanical rooms.

19. Landlord reserves the right to rescind any of these rules and make such other and further rules and regulations as in Landlord’s sole discretion and judgment shall from time to time be needful or desirable for the safety, protection, care and cleanliness of the Property, the operation thereof, the preservation of good order therein, and the protection and comfort of its Tenants, their agents, employees and invitees, which rules when made and notice thereof given to a Tenant shall be binding upon him in the manner as if originally prescribed.

20. No smoking will be allowed in the Building or within twenty-five feet of any exterior

portion of the Building. Landlord has the right to bill back any unnecessary cleaning fees due to cigarettes or other cindery products being disposed of on the sidewalks or grounds.

21. All delivery trucks must use the freight entrance. Absolutely no delivery trucks are allowed to park outside the Building.

22. Subject to revision by Landlord, Tenant is responsible for recycling within the Premises in conformance with Landlord’s Sustainability Practices, which shall include but not be limited to using separate trash receptacles for food and wet garbage, for glass and metals, and for all paper.

23. Tenant is aware of the Building’s USGBC LEED Gold certification or application therefor. Tenant acknowledges and agrees that, from time to time, tours may be conducted in the Building for the purpose, among other things, to show prospective tenants, lenders, purchasers, others the LEED Gold certified building. Landlord shall endeavor to minimize any interference to Tenant’s business or use when conducting such tours.

24. Tenant is not allowed to have any cleaning products within their space, unless prior approval has been given by Landlord.

25. Landlord desires to maintain the highest standards of environmental comfort and convenience for the tenancy. It will be appreciated if any undesirable conditions or lack of courtesy or attention are reported directly to the management.


26. Tenant shall observe and comply with all recorded restrictions applicable to the Property and shall cause its employees and visitors to observe and comply, with such restrictions. Copies of such restrictions were made available to Tenant in connection with the negotiation of this Lease.

27. In the event of any conflict between these Rules and Regulations, as the same may be amended, and the Lease, the provisions of the Lease shall control.


EXHIBIT D

WORK LETTER

This Work Letter (this “Agreement”) sets forth the agreement of

______________________________ (“Landlord”), and______________________________ (“Tenant”), in accordance with Paragraph 8 of the Lease, regarding certain improvements that are to be made to the Premises. Any capitalized term used but not defined herein shall have the meaning assigned to it in the Lease. Landlord and Tenant mutually agree as follows:

1. Plans.

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

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

(c) Prior to commencing Tenant's Improvements, Tenant shall provide to Landlord the name and address of the general contractor (the “General Contractor”) that Tenant intends to employ to perform Tenant's Improvements, and the general contractor shall be subject to Landlord's prior written


consent, which consent shall not be unreasonably withheld, delayed or conditioned. If Tenant elects to have Landlord perform the Tenant’s Improvements on Tenant’s behalf, Landlord may select such general contractor as it determines. All Tenant Improvements shall be reviewed for any potential impacts to

Landlord’s Sustainability Practices and Landlord’s reduction goals (carbon, mercury, waste or

otherwise), environmental programs and conformance with Landlord’s Sustainability Practices.

For any project estimated to cost more than $10,000, Tenant shall have its General Contractor

agree to engage a third party LEED Accredited Professional or similarly qualified Green Globe

professional (approved by Landlord prior to such project) to oversee and validate that the project

has met the standards for Landlord’s Sustainability Practices. The General Contractor shall

acknowledge that the building is or may be in the future certified/rated pursuant to the U.S. EPA’s

Energy Star® Portfolio Manager, the Green Building Initiative’s Green Globes™ for Continual

Improvement of Existing Buildings (Green Globes™-CIEB), the U.S. Green Building Council’s

LEED Rating System, or similar system or program under which Landlord is obligated. All

construction and maintenance methods and procedures, material purchases, and disposal of waste

must be in compliance with minimum green building standards (including the Landlord’s

Sustainability Practices and the specifications as more fully defined in the Contractor Rules and

Regulations (and with the latest version of the rating system for which the Building, Premises

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

2. Construction and Costs of Tenant’s Improvements.

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

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

(c) Finish Allowance. Landlord shall provide Tenant with an allowance not to exceed Thirty-Five Dollars and 00/100 ($35.00) per rentable square foot of the Premises for a maximum total of exceed Four Million Nine Hundred Thousand Dollars ($4,900,000.00), (the “Finish Allowance”), which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid to the general contractor engaged to construct Tenant’s Improvements (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans, and (iii) the Construction Management Fee of five percent (5%) (the foregoing costs are collectively referred to as the “Permitted Costs”). Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for any cost other than the Permitted Costs. Title to any equipment, appliances, furnishings or personalty installed in the Premises and purchased with any portion of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, appliances, furnishings or personalty from the Premises without Landlord’s express, prior written consent or unless requested by Landlord in connection with the expiration or earlier termination of the Lease.


(d) The Finish Allowance will be disbursed by Landlord to Tenant (or, at Tenant’s direction,

to Tenant’s or Landlord’s general contractor) as reimbursement of costs incurred by Tenant in the construction of Tenant's Improvements pursuant to Tenant Plans, monthly as construction progresses, upon receipt by Landlord of invoices, receipts and other evidence in form and substance reasonably satisfactory to Landlord in support of the performance of Tenant's Improvements, together with appropriate lien releases (collectively, the "Progress Documents"), within thirty (30) days following Landlord's receipt of the applicable Progress Documents.

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

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

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

4. The Contractor shall comply with the following.

(a) Tenant shall require its General Contractor to agree to provide a management plan

prior to any exterior ground work to be performed to avoid material loss of soil during such

exterior ground work as a result of wind erosion or stormwater runoff. Tenant shall have its

General Contractor protect topsoil, prevent pollution of the air with dust, prevent sedimentation,

and make provisions to prevent runoff into storm sewers or streams (“Management Plan”). Tenant

shall have its General Contractor record and report to Landlord all such activity to confirm that

the Management Plan has been complied with.

(b) Tenant shall have its General Contractor adopt an Indoor Air Quality (IAQ)

Management Program for construction of the Tenant Improvements and to have all its

construction projects in the Building to conform with the following: (i) protect all absorptive

materials used in construction from moisture; (ii) adopt the Sheet Metal and Air Conditioning

National Contractors Association (SMACNA) IAQ Guidelines for Occupied Buildings Under

Construction, 1995, Chapter 3, as amended; (iii) use filtration media with a Minimum Efficiency

Reporting Value (MERV) of 8 at each air grill return, pursuant to ASHRAE 52.2-1999, as

amended; (iv) remove contaminants that may remain at the end of the construction job by a

minimum two-week Premises flush-out using new filtration media with 100% outside air after

construction ends and prior to occupancy of the Premises. After such flush-out, Tenant shall have

its General Contractor replace the filtration media with new MERV of 13 media at each grill

return, except for those filtration media processing only outside air. Tenant shall have its General

Contractor confirm the maximum limits are not exceeded in any portion of the Premises, and if

they are, to have its General Contractor conduct another two-week flush-out and thereafter retest

the entire Premises to confirm that the requirements have been satisfied.


(c) Tenant shall have its General Contractor agree to perform the following: (i) to

develop an IAQ Management Program in conjunction with all construction projects in the Building

and to document the use of air quality compliant materials inside the Premises to reduce the

emissions from material used in the Building, (ii) to use low- or no-VOC paints, solvents, adhesives,

furniture, and fabrics, and not exceed the VOC and chemical component limits of Green Seal’s

Standard GS-11 requirements, (iii) to not use spray painting, (iv) to perform all painting after

Normal Business Hours, (v) to install: carpets that meet or exceed the requirements of the CRI

Green Label Plus Carpet Testing Program, install agrifiber products and composite panels that do

not contain added urea-formaldehyde resins and (vi) to provide documentation in a format

reasonably acceptable to Landlord of: all materials purchased for construction; the total cost of

those purchases; and all recycled, salvaged and reused materials.

(d) Tenant shall have its General Contractor agree to: (i) reduce indoor plumbing fixture

and fitting potable water usage by installing either (y) low-flow faucets, shower heads, toilets and

urinals or (z) other potable water-conserving indoor plumbing fixtures that meet or exceed the

UPC 2006 or IPC 2006 fixture and fitting requirements, (ii) separately meter all domestic water

and landscape irrigation systems and (iii) installing all potable water using equipment; appliances

and controls to conform to the Building’s Sustainability Practices and which must be approved by

Landlord prior to prior to installation.

Tenant shall only install and use state-of-the-art energy efficient and Energy Star® rated

equipment, appliances, light bulbs and lamps, vending machines, and U.S. EPA’s Water Sense®

program certified products and conform to the Building’s energy management program which may

include a tie-in to the Building controls and monitoring systems and must be approved by Landlord

prior to installation.

(e) Landlord’s Sustainability Practices includes a sustainable purchasing policy for

Tenant for which Landlord will supply to Tenant a standard format for data collection and

reporting purposes to Landlord which will include but not be limited to: geographic origin for

purchased materials, data cost of rapidly renewable materials, data cost of FSC-certified wood,

recycled content of materials, salvaged content of materials.

(f) Tenant shall cause its General Contractor to dispose of all materials used in

construction in an environmentally friendly manner in conformance with Landlord’s Sustainability

Practices which shall include but not be limited to, delivering a report to Landlord which

demonstrates that a minimum of 70% (by volume and weight) of all construction waste was

recycled, reused, salvaged, composted or otherwise diverted from incineration or landfill.

(g) Tenant or its agent shall provide to Landlord at least 72-hours prior written notice of

all chemicals to be used in the Premises and shall deliver to Landlord all MSDS sheets relating to

such chemicals. ABC LANDLORD, LLC XYZ TENANT, LLC a New York limited liability company a Delaware limited liability company By: By: Name: Name: Title: Title:


Exhibit D-1

HVAC

1. Conditioned air is provided to demised premises (except in basement) via an under floor open plenum, and returned via an above ceiling open plenum. Ducting of air to diffusers is not required with this system.

2. Floor diffusers and associated controls known as Modular Integrated Terminals (MIT Boxes) are provided within the demised premises. Additional required MIT boxes beyond those located in the demised premises may be paid for from tenant improvement allowance.

3. Heating of demised premises is provided via hot water Modular Fan Powered Terminals (MFT Boxes). MFT boxes are provided around the perimeter of each floor. Additional MFT boxes required beyond those located in the demised premises may be paid for from tenant improvement allowance.

4. Tenant’s HVAC system must be designed and approved by an appropriately licensed engineer approved by Landlord and in conformance with Landlord’s Sustainability Practices, with previous experience with under floor heating and cooling. In addition, tenant must obtain all necessary permits as required by the city of New York. All engineering and permits may be paid for from tenant improvement allowance.

Electrical

1. Tenant is entitled to utilize 6 watts/ rentable sq. ft. for power requirements, and 1 watt/ rentable sq. ft. for lighting in the demised premises.

2. A single 208/120 V sub panel is provided per floor for tenant power requirements. If tenant requires additional circuits beyond the capacity of the sub-panel, expansion will be performed at the tenant’s sole cost and expense. Additional sub-panels will be located within tenant’s demised premises, and will not be installed without landlord’s prior written approval. Sub panels may be paid for from tenant improvement allowance.

3. A single 480/277 V sub panel is provided per floor for tenant lighting requirements. If tenant requires additional circuits beyond the capacity of the sub-panel, expansion will be done at the tenant’s sole cost and expense. Additional sub-panels will be located within tenant’s demised premises, and will not be installed without landlord’s prior written approval. In addition lighting above and beyond “standard lighting,” (as defined in paragraph x), will require a separate tenant provided lighting panel, sub metered via (Osaki Meter-Model #7378-L Type OQ91HT or its equivalent). Sub panels may be paid for from Tenant Improvement allowance.

4. Landlord will provide and install, as part of base building standard for first generation space, one 2x4 lighting fixture (Lithonia, 3 lamp fixture with T-5 bulbs, electronic ballast, and parabolic lens or equivalent) per 100 sq. ft. Tenant may at their sole cost and expense install additional landlord pre-approved lighting (Finelite, #S/2/D-WCB-OPEN-2T5H0-91W, 2 lamp indirect pendant for standard office areas, and Lithonia compact fluorescent downlight AFW-1-42-TRT-8-AR-MVAT in specialty and accent areas) or their equivalent. Alternate fixtures will require landlord’s prior written approval.

5. Landlord and the City of New York will require that all lighting is operated via occupancy

sensors. Base building occupancy sensors are specified as WS-200 & WI Automatic wall

switches, with choice of auto- On or manual-On operation for offices, and WT Ultrasonic


Occupancy Sensor & UT-300, 360 Degree Ultrasonic Sensor or equivalent for hallways and

open areas. Occupancy sensors may be paid for from tenant improvement allowance.

6. Landlord encourages and recommends the use of daylight harvesting controls to minimize

lighting during times of day when natural day lighting is sufficient. Recommended daylight

system is Wattstopper #LS-301 daylight dimming photocell. Daylight harvesting controls may

be paid for from tenant improvement allowance.

7. Electrical and Data floor boxes are to Ortronics Wiremold AF1 series or equivalent. Electrical and Data boxes may be paid from tenant improvement allowance.

8. Tenant’s Electrical system must be designed and approved by an appropriately licensed engineer. In addition, tenant must obtain all necessary permits as required by the city of New York. Engineering and permits are not included as part of the tenant allowance, and are at the sole cost and expense of the tenant.

Ceiling Systems

1. Landlord will provide for first generation space a suspended acoustical ceiling. Base building standard will be Armstrong Prelude 15/16” Exposed Tee System ML (Armstrong silhouette 9/16” can be used as alternate option with Armstrong Trim Lock 9/16” screw slot) with Armstrong Ultima Square 24”x24” Square Lay-In tile. Ceiling edge trim is Armstrong 7800.

Fire/Life Safety Systems

1. Landlord will provide, as base building standard a fully sprinklered space with maximum area coverage of approximately one head per 225 square feet. Heads are spaced per NFPA 13. Tenant at sole cost and expense will relocate sprinkler head to the level of the ceiling grid, and center in tile as required. Sprinkler heads to be concealed with standard white cap. Additional sprinkler heads provided may be paid for from the tenant improvement allowance.

Interior Partitions

1. Sheetrock/Gypsum Board partitions are provided at the tenant’s sole cost and expense. All

Sheetrock/ Gypsum board is to be USG100% recycled. Sheetrock/ Gypsum Board partitions

may be paid for from the tenant improvement allowance.

Doors & Frames

1. Suite entrance doors shall be ½” thick tempered glass doors with clear anodized header, and top and bottom rails. Top rail shall be Dorma #DRS 225.001, and bottom rail shall be Dorma #DRS 225.005. Door header shall be Dorma RP 233.013 for double doors, and Dorma RP 233.009 for single doors. Closer shall be Dorma RTS 88 BFI. Suite entrance doors may be paid for from tenant improvement allowance.

2. Interior Door frames to be Raco “Solutions II,” or equivalent; Doors to be Marshfield Wood Door, FSC Environmental Class Staved Lumber Core Doors or equivalent, with Certified Plain Sliced White Maple wood veneer with water based “Enviroclad UV” clear finish #0-95 or equivalent. All

adhesives and coatings must be formaldehyde free. Interior suite frames and doors may be

paid for from tenant improvement allowance.

Tile Flooring

All tiles are made from 100% post consumer recycled materials.


Raised Floor Systems

1. The building flooring system, except for lobby areas and basement, shall be a Tec-Crete Haworth raised floor. All approved floor finishes, except for carpet tiles, will require the installation of a Haworth gasket system or equivalent.


EXHIBIT E

[RESERVED]


EXHIBIT F

COMMENCEMENT DATE AGREEMENT

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

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

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

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

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


Agreed and Executed this ___________ day of _______, 20___.

LANDLORD

ABC LANDLORD, LLC a New York limited liability company By:

Name:

Title:

TENANT

XYZ TENANT, LLC a Delaware limited liability company By:

Name:

Title:


EXHIBIT G

Landlord's Sustainability Practices

Landlord's Sustainability Practices incorporates energy efficiency and sustainable practices into renovations of tenant premises and encourages the reduction of the use of water, energy, and resources in the Building. By following Landlord's Sustainability Practices and requirements for Tenant's Core and Shell Work, Tenant will help maximize energy savings, environmental benefits, indoor air quality, occupant health and satisfaction, and possibly be able to take advantage of Federal, State, and City grants and initiatives. Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that Tenant shall have an obligation under the Lease to comply with the specifications of this Exhibit J only if and to the extent the same pertain to the design and construction of Tenant's Core and Shell Work. Tenant and its subtenants (as applicable) shall have no obligation to comply with, or to use commercially reasonable efforts to comply with, any of the requirements of this Exhibit J with respect to: (a) the construction of Tenant's Initial Improvements or (b) the ongoing use or occupancy of the Demised Premises or any portion thereof, and/or the operation of any business conduced at the Demised Premises by Tenant or any of its subtenants. I. Required Practices. If otherwise required pursuant to applicable Requirements:

A. Recycling pursuant to New York City guidelines

B. Participation in benchmarking, metering, monitoring and reducing energy and water use pursuant to local laws. Tenant and its subtenants shall measure and record energy usage within their premises and report to Landlord upon request.

II. Recommended Practices

A. Plumbing to meet fixture performance requirements of the Energy Policy Act (EPAct) of 1992

1. Restroom upgrades to include low-flow fixtures such as:

automatic water faucets, low consumption or automatic flushometers, low-flow or automatic urinals, low-flow or automatic toilets

B. Indoor Air Quality

1. All air handling units installed as part of the Tenant's Core and Shell Work should have high-efficiency air filters of 85% Minimum Efficiency Reporting Value ("MERV") 13 or greater

C. Lighting. If part of the Tenant's Core and Shell Work:

1. To minimize the amount of electricity used for lighting, when designing lighting it is recommended that Tenant layout reduces lighting power densities to a minimum of 20% below ANSI/ASHRAE/IESNA Standard 90.1-2004.

2. To the extent daylighting can be used, this is recommended. In order to maximize energy efficiency, providing daylight responsive controls for all areas within 15 feet of windows.


3. Tenant recommended to install continuous metering equipment for Lighting systems & controls.

4. Where applicable in the Demised Premises, lighting controls recommended to include task lighting for individual needs and/or zoned controls.

D. HVAC

1. Perimeter heating and cooling is suggested with the supply of air to induction units throughout the Tenant's premises. To the extent possible, the incorporation variable speed drives as part of the system is recommended.

2. For installations that are part of the Tenant's Core and Shell Work, it is recommended that HVAC systems are installed that comply with requirements outlined in the New Buildings Institute, Inc.'s publication "Advanced Buildings: Energy Benchmark for High Performance Buildings (EBenchmark)" prescriptive criteria for mechanical equipment efficiency requirements.

3. Intentionally deleted.

4. If part of the Tenant's Core and Shell Work, the HVAC system(s) should be designed to meet the ventilation requirements for Sections 4, 5, 6, and 7 of the references standard (ASHRAE 62.1-2004) and to identify any potential indoor air quality ("IAQ") problems in the Tenant Demised Premises.

E. Tenant Improvements

1. Landlord recommends that Tenant creates an IAQ management plan for the Tenant's Core and Shell Work phase of the Tenant space including the following:

2. Meeting or exceeding the "Design Approaches" outlined in the Sheet Metal and Air Conditioning Contractors' National Association (SMACNA) IAQ Guidelines for Occupied Buildings Under Construction, 1995, Chapter 3.

3. Protecting stored on-site and installed absorptive materials from moisture damage.

4. If air handlers must be used during construction, filtration media with a MERV of 8 must be used at each return air grill, as determined by ASHRAE 52.2-1999.

F. Pollutant Control

1. Landlord recommends the following measures in order to minimize and control pollutant or biological contaminant entry into the Demised Premises and later cross-contamination of other spaces in the Building, if and to the extent any of the following can be incorporated into the design of the Tenant's Core and Shell Work: (i) at all high volume exterior entryways within Demised Premises, Tenant to employ permanent entryway systems, such as grills, carpeting, or grates, to capture dirt and particulates from entering the Demised Premises; (ii) where hazardous gases or chemicals may be present or used (including housekeeping, and high volume copy and printing rooms), Tenant to design segregated areas with deck to deck partitions with separate direct-to-outside exhausting at a rate of at least 0.5 cu.ft. per minute per square foot and no air recirculation and operated at a negative pressure compared with the surrounding spaces of at least an average of 5 PA (0.02 inches of water gauge) and with a minimum of 1 PA (0.004 inches of water gauge) when the doors to the applicable rooms are closed. High volume


copy/print machines are those which produce 40,000 copies or greater per month; (iii) Tenant to install containment drains plumbed for appropriate disposal of hazardous liquid wastes in spaces where water and chemical concentrate mixing occurs for maintenance; (iv) Tenant to install in all regularly occupied areas of the Demised Premises, new air filtration media prior to occupancy that provides a MERV 13 or better.

G. Tenant and Subtenant Materials and Resources

1. Tenant and Tenant's subtenants are encouraged to use sustainable products which are composed of some or all of the following: recycled, salvaged, low chemical emitting, renewable and/or locally sourced. To the extent practicable, it is also recommended that Tenant and Tenant's subtenant request from all vendors to use the least amount of packaging required to insure safe delivery of such vendor's products.

H. Other Landlord Sustainability Practices reasonably required by Landlord.