Fillable Printable Office Lease Form

Office Lease Form

Consult your lawyer before signing this lease

OFFICE LEASE

Landlord and Tenant agree to lease the Office in the Premises at the rent and for the term stated:

PREMISES: OFFICE NO.:

LANDLORD:

TENANT:

Date of Lease:

Annual Rent: $

Lease Term: Monthly Rent: $

Commencement Date: Security Deposit: $

Possession Date: Termination Date:

1. Use and Occupancy

Tenant shall only occupy and use the office no.

referenced above (the “Office”) for _____________.

2. Inability to Give Possession

The failure of Landlord to give Tenant possession of

the Office on the Commencement Date shall not create

liability for Landlord. In the event that possession of the

Office is not delivered on the Commencement Date due

to the holdover of a tenant, or, if a newly constructed

building, a final or temporary certificate of occupancy has

not been obtained, or for any other reason which is not

due to Landlord’s acts or negligence, the validity of this

Lease shall not be affected. Monthly Rent hereunder

shall begin on the date that possession of the Office is

delivered to Tenant and shall be prorated for that portion

of the month in which possession is delivered. The

Termination Date shall in no event be extended if delivery

of possession is delayed. If, with Landlord’s permission

and consent, Tenant is to occupy the Office or another

office space prior to the Commencement Date, Tenant’s

occupancy is subject to all the terms, conditions and

provisions of this Lease except for the payment of Rent

and Additional Rent. The intent of this Paragraph is to

constitute “…an express provision to the contrary…”

contained in New York Real Property Law Section 2 23-a.

3. Rent

A. Tenant shall pay Monthly Rent in full on the first

day of each month of the Lease. Monthly Rent shall be

paid in advance with no notice being required from

Landlord. Tenant shall not deduct any sums from the

Monthly Rent unless La ndlord consents thereto in writing.

Upon signing this Lease, Tenant shall pay Landlord

the first Monthly Rent due and the Security Deposit. The

entire amount of rent due for the Leas e Term is due upon

signing this Lease; however, Landlord consents to the

Tenant paying same in monthly installments provided

there exists no defaults by Tenant under the terms of this

Lease.

B. Additional Rent may include, but is not limited

to any additional insurance premiums and/or expenses

paid by Landlord which are chargeable to Tenant as

stated hereinafter. Additional Rent is due and payable

with the Monthly Rent for the next month after Tenant

receives notice form Landlord that Additional Rent is due

and payable.

4. Condition of Unit

Tenant acknowledges that Tenant is accepting the

Office in its “as is” condition. Tenant further

acknowledges that Tenant has thoroughly inspected the

Office and has found the Office to be in good order.

5. Security

Tenant has deposited with the Landlord the Security

Deposit to insure Tenant’s compliance with all of the

terms, provisions and conditions of this Lease. If Tenant

is in default under any of the terms, conditions and

provisions of this Lease, Landlord may apply the Security

Deposit, in whole or in part, to any sums Tenant owes

Landlord, (including Rent and Additional Rent), that

Landlord expended or may have to expend due to

Tenant’s default, including but not limited to damages or

insufficiency of rent in re-renting the Office. Within ten

(10) days of the Termination Date, provided Tenant has

vacated the Office and is not in default under any of the

terms, conditions and provisions of this Lease and the

physical condition of the Office is acceptable to Landlord

upon surrender, the Security Deposit will be returned to

Tenant at an address Tenant provides to Landlord.

6. Services

Provided Tenant is not in default of any of the terms,

conditions and provisions of this Lease, Landlord shall

provide: (a) elevator services on business days from 8

a.m. to 6 p.m., and at all other times, provide one (1)

elevator on call; (b) water for ordinary bathroom

purposes, however, if Tenant uses water for any other

purpose or in high quantities (which decision is in

Landlord’s sole judgment), a water meter may be

installed by Landlord at Tenant’s cost and expense, the

maintenance and repair of which shall be exclusively that

of Tenant, and all charges for water consumption as

shown by said meter shall be promptly paid by Tenant;

law; (d) if Landlord provides air conditioning, such air

conditioning will be provided, on business days from 8

a.m. to 6 p.m., from May 15

to September 30

of each

year and if Tenant requires air conditioning for other days

and for other hours, Landlord will provide Tenant with

same at Tenant’s sole cost at the rates as per the rider

attached (the “Services”). Tenant shall pay for Tenant’s

use of electricity in the Office directly with the utility

company. Landlord reserves the right to interrupt the

providing of the Services and other utilities, when

Landlord deems it necessary for repairs, alterations,

replacements or improvements to such Services or other

utilities, the decision for such interruption and the length

of such interruption shall be solely Landlord’s.

7. Alterations

Absent Landlord’s written consent, Tenant may

make no alterations to the Office. With Landlord’s written

consent, Tenant, at Tenant’s sole cost and expense, may

make alterations, installations and improvements (the

“Alterations”) to the Office provided they are non-

structural in nature, which do not effect the Services,

utilities or other operations or services of the Premises

and which are done by contractors and sub-contractors

approved by Landlord in every instance. Before making

Alterations, Tenant shall obtain all permits, approvals,

certificates required by any and all municipal authorities

or other agencies having jurisdiction of the Premises and

the Alterations and upon receiving same, Tenant shall

deliver duplicate or certified copies to Landlord of each

and every one. Tenant shall carry and cause to be

carried by each contractor and sub-contractor, workmen’s

compensation, general liability, personal and property

damage insurance, in such amounts as Landlord

requires, naming Landlord as insured and Tenant shall

deliver evidence of such insurance to Landlord prior to

Tenant’s commencing the Alterations. Should a

mechanic’s lien be filed against the Office and/or

Premises, for work done or claimed to have been done or

materials supplied for Tenant or to the Office, Tenant

shall pay or cause to be paid or file a bond in the amount

stated in the mechanic’s lien within thirty (30) days of said

filing at Tenant’s sole cost and expense. Any installation

of materials, fixtures and the like shall become the

property of Landlord upon such installation and shall

remain in the Office upon Tenant’s surrender of same.

However, Landlord may relinquish such right of

ownership to the installations by giving Tenant thirty (30)

days written notice prior to the Termination Date of such

relinquishment of ownership, in which event, they shall

become Tenant’s and must be removed upon the

Termination Date. Nothing herein is meant to give

Landlord any ownership rights in and to Tenant’s trade

fixtures, office furniture and equipment which can be

easily moved. Upon the Termination Date and surrender

of possession of the Office, Tenant shall remove all

personal property and installations to which Landlord’s

ownership interest has been relinquished and Tenant

shall immediately restore and repair the Office to that

condition existing on the Commencement Date. Any and

all property of Tenant remaining in the Office after the

Termination Date shall bedeemed abandoned by Tenant

and Landlord may either retain such abandoned property

or may remove such abandoned property at Tenant’s

expense

8. Maintenance and Repairs

Tenant shall maintain the Office in good condition.

Tenant shall be responsible for any and all damage to the

Office or any other part of the Premises resulting from

Tenant’s willful acts or negligence or the willful acts or

negligence of Tenant’s agents, employees, invitees or

licensees or which may arise from any work done by of

for Tenant or by Tenant’s business operations. Tenant

shall also be responsible for any damage to the Premises

caused by Tenant’s moving or removal of furniture,

fixtures and/or equipment. Tenant shall only use

contractor and/or sub-contractors for these repairs which

have been approved by Landlord in every instance. In

the event that Tenant fails or refuses to make said repairs

, Landlord may do so at Tenant’s expense which shall be

Additional Rent. Landlord shall maintain in proper order

and repair the exterior of the Premises as well as the

common areas and the utilities servicing the Premises.

Tenant shall give immediate notice to Landlord of any

defect or interruption of service or condition. The

responsibility of Tenant to pay Rent and Additional Rent

shall not be reduced or abated by reason of injury to

business or annoyance to employees of Tenant caused

by repairs, alterations or improvements to the Premises

or the Office. Likewise there shall be no liability on the

part of the Landlord for such injury or annoyance as

aforesaid. Should Landlord be in default under this

Paragraph or any other Paragraph of this lease, Tenant’s

only remedy is to sue Land lord for breach of this Lease.

9. Window Cleaning

Tenant will not clean or caused to be cleaned any

window in the Office from outside of the Office in violation

of any of the provisions of the Labor Law or any law,

provision or rule of any authority having jurisdiction

thereof.

10. Damage, Fire or Othe r Casualty

In the case of fire damage or other damage to the

Office not caused by Tenant, its agents, servants,

employees, invitees and/or licensees, Tenant shall give

Landlord immediate notice of same. (a) If the Office is

partially damaged by fire or other casualty, Landlord shall

repair the damage and the Rent and Additional Rent shall

be apportioned from the day of the damage in relation to

the portion of the Office that has been rendered unusable

to the day that the Office has been repaired and is fully

usable. (b) If the Office is totally damaged and rendered

wholly unusable by fire or other casualty, Landlord has

the right to either repair the damages or terminate the

lease. (I) In the event that Landlord elects to repair the

damages, Rent and Additional Rent shall be abated for

the period of time from the date of occurrence of the

damage to the date that Landlord notifies Tenant that the

Office can be re-occupied; (ii) In the event that Landlord

elects to terminate this Lease, Landlord may do so upon

giving Tenant notice of his intent to do so within the

sooner of ninety (90) days of the occurrence of the

damages or thirty (30) days from the date that the

insurance claim is adjusted which notice shall set forth a

date on which the Lease shall expire, which date shall not

be more than sixty (60) days from the date of such notice

and upon which date this Lease shall terminate and all

obligations owed by Landlord and Tenant to each other

shall cease and all obligations due shall be paid from one

to the other. Should this Lease not be terminated,

Landlord shall make all repairs in an expeditious manner

subject to delays beyond the control of Landlord. Tenant

shall cooperate fully with Landlord after such damage is

incurred in all of Landlord’s reasonable requests to

remove undamaged items in the Office. Before making

claim against the other for damages as a result of fire or

other casualty, each party shall look first to their

respective insurance carrier. To the extent permitted by

law and by the respective insurance policies, Landlord

and Tenant herebyrelease and waive rights of discovery

with respect to the above against the other or any one

claiming through them. If this condition can only be

obtained by paying an additional premium, then the one

benefiting from such waiver shall pay the additional

premium upon ten (10) days written notice and the one

obtaining such insurance coverage is free from any other

obligation with respect to waiver of subrogation. Tenant

acknowledges that Landlord shall not be obligated to

carry any insurance for the benefit of Tenant with respect

to Tenant’s personal property, equipment, inventory or

the like and agrees that Landlord is not obligated to repair

any damage to them. The provisions of New York Real

Property Law Section 227 are waived by both parties and

the provisions of this Para graph shall be controlling.

11. Loss, Damage, Indemnity

Landlord shall not be liable for any loss, damage or

expense to any person or property of Tenant or to

property of others given to employees of the Premises.

Landlord shall also not be liable for any theft of or by

other tenants or otherwise, nor for injury or damage to

persons or property resulting from any cause whatsoever,

unless due to the willful acts of Landlord, it agents,

servants and/or employees. Landlord shall not be liable

for damages caused by construction in or about the

Premises. Landlord shall not be liable for any damages

if the windows are permanently or temporarily closed,

darkened, covered and Tenant shall not be entitled to any

abatement or reduction in rent and Additional Rent as a

result thereby nor shall same be grounds for Tenant’s

claim of eviction nor shall Tenant be released from any of

the terms, conditions and provisions of this Lease.

Tenant shall indemnify and hold Landlord harmless from

all claims, liabilities, costs and expenses, including

attorneys’ fees, paid or incurred by Landlord as a result of

any default by Tenant of the terms, conditions and

provisions of this Lease for which Landlord is not covered

or paid by insurance. In the event that an action or

proceeding is brought against Landlord, Tenant, upon

written notice from Landlord, will, at Tenant’s sole cost

and expense, retain counsel approved by Landlord to

defend such action or proceeding.

12. Electricity

Tenant warrants that its use of electrical current will,

at all times, not exceed the current capacity of the

electrical service into the Premises, or the risers or wiring

installation. Tenant will not use or cause to be used

equipment which will overload the existing service and

installations or interfere with other tenants’ electrical

service. Any change in the character or nature of

electrical service to the Premise s and/or to the Office

shall not impose liability on the Landlord for any loss or

damage sustained by Tenant as a result thereof.

13. Occupancy

Tenant shall not, at any time, use or occupy the

Office in violation of or contrary to the permitted uses

contained in the Certificate of Occupancy for the

Premises and/or the Office. Tenant has fully inspected

the Office and is accepting the Office in its “as is”

condition subject to any work to be performed by either

party to this Lease on the Rider annexed hereto and

designated Rider _______. Tenant has performed “due

diligence” with respect to the Premises and accepts the

Office subject to any and all violations, whether same are

of record or not. Landlord makes no representations as

to the condition of the Office except as specifically set

forth herein and on the Rider to this Paragraph, if any.

14. Landlord’s Alterations and Management

Landlord has the right to change the arrangement

and/or location of entrances, hallways, passageways,

doorways, doors, elevators, stairs or any other part of the

Premises used by the general public, including toilets,

and to change the name and/or number of the Premises.

In the event that Landlord so changes as aforesaid, the

same shall not constitute an eviction nor imposes any

liability on Landlord for such election. Rent and

Additional Rent shall not be diminished or abated in such

event as a result of any inconvenience, annoyance or

injury to Tenant’s business and Landlord shall have o

liability therefore. Landlord may impose rules for the

access to the Premises by Tenant’s social or business

guests as Landlord deems proper and necessary for the

security of the Premises and Tenant shall not have any

claim against Landlord for any damages resulting

therefrom.

15. Condemnation

If the whole or any part of the Premises and/or

Office is taken by condemnation or otherwise by any

governmental authority for public or quasi-public use, this

Lease shall be terminated as of the date that title is

vested pursuant to said proceeding and Tenant shall not

have nay claim for the value of the remaining portion of

this Lease and Tenant assigns to Landlord Tenant’s

interest in any award. Nothing contained herein shall

prevent Tenant from making an independent claim to the

authority for allowable expenses.

17. Legal Requirements, Insurance, Floor Capacity

Tenant shall, at its sole cost and expense, at all

times under this Lease or prior to the Commencement

Date if Tenant is in possession of the Office as provided

herein, comply promptly with all laws, regulations and

orders of all municipalities and their agencies having

jurisdiction over the Premises and Office including, but

not limited to fire and or insurance offices which shall

impose any violation or notice of violation or affirmative

obligation upon Landlord and or the Premises, whether or

not concerning Tenant’s use of the Office or the

Premises. Tenant shall not be required to make any

structural alterations and/or repairs unless Tenant, as a

result of Tenant’s unauthorized uses and/or operations of

business, violated such laws, regulations and/or rules.

Tenant may appeal or object to such violations, fines etc.

provided Tenant has, in Landlord’s sole judgment,

secured Landlord with respect to same by either deposit

of sufficient monies or by a surety bond in an amount and

by a company satisfactory to Landlord, for all damages,

penalties, expenses and interest, including reasonable

attorneys’ fees provided same does not subject Landlord

to criminal liability or create a default under any lease

and/or mortgage of Landlord’s and does not result in a

condemnation or eviction, in whole or in part. Such

appeal or objection by Tenant must be undertaken in an

expeditious manner and at no cost to Landlord. Tenant

shall do or cause to be done any act contrary to all laws,

rules and regulations or which would violate any provision

of Landlord’s policies of insurance or whic h would subject

Landlord to liability to any person or entity for personal

and/or property damages. Tenant shall not keep any

substance in the Office which is in violation of any law,

rule and/or regulation which would result in a cancellation

of Landlord’s policies of insurance. Tenant shall not use

the Office in such a manner that the premiums for

Landlord’s policies of insurance would be increased over

that rate in effect at the time the Tenant obtains

possession of the Office. Any cost, expense, fine,

damages and/or penalties incurred by Landlord as a

result of Tenant’s violation of any provision in this

Paragraph shall be borne by Tenant and shall be paid by

Tenant as Additional Rent. In any action or proceeding,

the schedule of premiums issued by Landlord’s insurance

carrier shall be conclusive evidence of the rate therefore.

Tenant shall place a load on the floor of the Office

contrary to the maximum floor area load permitted by law

and the certificate of occupancy. The placement of

heavy machines, mechanical equipment and/or office

equipment shall be approved by Landlord and shall be

placed in such manner, in Landlord’s sole judgment, by

Tenant to avoid and prevent vibrations, noise and

annoyance to other tenants.

17. No Mortgage or Assignment

Tenant shall not assign, mortgage and/or encumber

this Lease or sublet the Office or allow the Office to be

used by anyone other than Tenant without the prior

written consent of Landlord. The transfer of the majority

interest in Tenant shall be deemed an assignment for

purposes of this Paragraph. Should this Lease be

assigned or the Office sublet or used by anyone other

than Tenant without Landlord’s written consent, Landlord

may collect rent from the persons or entity so occupying

and using the Office should Tenant default in the

payment of Rent and Additional Rent but such collection

by Landlord shall not be deemed a waiver of the

provisions of this Paragraph or a consent to such

assignment, sublet or use or a release of Tenant’s

obligations under this Lease. Any consent given by

Landlord to Tenant under this Paragraph in one instance

shall not act to be a consent or waiver of Landlord’s rights

in another.

18. No Other Space

Tenant is afforded no other rights to use any space

in the Premises other than the Office.

19. Tenant’s Defaults

A. If there is a default by Tenant under the terms of

this Lease, other than the obligation to pay Rent and

Additional Rent, or Tenant vacates the Office prior to the

Termination Date, or if an execution has been issued

against the property of Tenant or Tenant whereby the

Office is used and/or occupied by someone other than

Tenant, or if this Lease be rejected in a Bankruptcy

proceeding, or should Tenant not take possession of the

Office with thirty (30) days from the Possession Date, the

Landlord, upon fifteen (15) days prior written notice to

Tenant which sets forth Tenant’s default(s) and should

Tenant fail to completely cure said specified default(s)

within said fifteen (15) days, or if the default(s), by its

nature cannot be cured within said fifteen (15) days or

should Tenant fail to undertake with diligent effort to cure

the default(s) within said fifteen (15) days, then , in such

event, Landlord may serve upon Tenant, a written five (5)

day notice canceling this Lease and Tenant, at the end of

said five (5) days shall vacate and surrender the Office

and Tenant shall continue to remain liable as set forth

under this Lease.

B. If Tenant shall be in default in the payment of

Rent and/or Additional Rent, or if the notice given

pursuant to “A” hereinabove has expired or if Tenant is in

default in payment of any other matter for which Tenant is

liable to pay, then Landlord, without notice, (the giving of

notice is hereby expressly w aived b y Tenant), may r e-

enter the Office, by force or otherwise, and dispossess

Tenant or other occupant, by any lawful manner, and

remove their possessions and retake the Office. Tenant

expressly waives the right to receive notice of such re-

entry by Landlord and agrees that Landlord shall not be

responsible for any damage sustained to the property of

Tenant or other occupant. If their be an extension or

renewal of this Lease and Tenant shall default under any

term, condition and/or provision of this Lease, Landlord

may cancel such renewal or extension upon three(3)

days prior written notice to Tenant.

20. Bankruptcy

A. This Lease may be cancelled upon Landlord’s

prior ten (10) day written notice to Tenant if there be

commenced a case, whether voluntary or involuntary, by

or against Tenant or any other person or entity occupying

the Office, in a bankruptcy court in any State, or if Tenant

or any other person or entity occupying the Office, should

make an assignment for the benefit of creditors under

any law. Upon such event, Tenant or any other occupant

shall not be entitled to possession of the Office and shall

immediately vacate the Office and surrender same to

Landlord.

B. It is expressly agreed that in the event of a

termination of this Lease pursuant to “A” above,

notwithstanding any other provision contained in this

Lease, Landlord shall be entitled to receive from Tenant,

as and for liquidated damages, the higher of (1) the

maximum amount permitted by law or (2) an amount

equal to the difference between the Rent from the date of

termination as set forth pursuant to “A” above to the

Termination Date and the fair and reasonable market rent

for the same period of time. In computing such amount,

the same shall be discounted at the rate of three (3%)

percent. If the Office shall be re-rented during that period

of time, the rent paid under the re-rental agreement shall

be conclusive proof of the reasonable m arket rent.

21. Remedies

In the event of any default, re-entry by Landlord,

termination and/or eviction by summary proceedings or

otherwise (a) Rent and Additional Rent up to the date of

such re-entry and/or eviction or termination shall be due,

(b) Landlord may re-rent the Office, in whole or in part, for

a term equal to or in excess of the Termination Date, and

Landlord may be free to grant such concessions or

charge rent in excess of the Rent as the Landlord sees

fit, and/or (c) Tenant shall be obligated to Landlord for

liquated damages (“Liquidated Damages”) for such

default, termination and/or eviction in an amount equal to

the difference between the Rent and the rent to be

charged up to the Termination Date and any charges

incurred by Landlord including, but not limited to

reasonable attorneys’ fees, litigation costs and expenses,

brokers’ fees, advertising fees, maintenance charges in

keeping the Office in good condition and charges

incurred in getting the Office in a condition for such re-

renting. Landlord’s failure to re-rent the Office shall not

affect or release Tenant form said liquidated damages.

The Liquidated Damages shall be paid in monthly

installment when Rent is due prorated over the remaining

term of this Lease. Landlord may, in getting the Office in

condition for such re-renting, make such alterations,

repairs and/or decorations in the Office as in Landlord’s

sole judgment are necessary and such undertakings by

Landlord shall not release Tenant from liability under the

terms, conditions and provisions of this Lease. Landlord

shall in no way be liable to Tenant for failing to re-let the

Office or to collect rent from the new tenant. The rights

afforded Landlord under this Paragraph are not exclusive

and Landlord may avail itself of any and all remedies

available to it under law. Tenant expressly waives any

right of redemption Tenant may now have or will have

should Tenant be evicted from the Office or dispossessed

therefrom.

22. Fees and Expenses

Should Tenant default under any of the terms,

conditions and/or provisions of this Lease, Landlord may,

after giving notice if required and upon the expiration of

any grace period set forth in this Lease, immediately and

without prior notice to Tenant perform or cause to be

performed Tenant’s obligations. If in connection with the

aforesaid, Landlord incurs any cost and/or expense or

becomes obligated to pay money as a result thereof,

including but not limited to legal fees, reasonable

attorneys’ fees, litigation expenses, Tenant shall pay to

Landlord such monies, with interest. The foregoing cost,

expense or payment of money by Landlord shall be

Additional Rent and shall be paid by Tenant within fifteen

(15) days from the date Landlord bills Tenant. Should

these billed amounts come subsequent to the

Termination Date, Landlord may institute proceedings

against Tenant for the recovery of sam e.

23. Access

Landlord or Landlord’s agents, servants and/or

employees may enter the Office for emergency purposes

at any time and at any other reasonable time in order to

make inspections and/or make repairs, alterations or

additions as Landlord deems proper and/or necessaryto

the Office and/or the Premises. Tenant grants Landlord

the right to use the Office to replace and/or maintain the

HVAC services and facilities. For this purpose, Landlord

may bring into the Office all necessary materials and

supplies and same shall not be deemed to give Tenant

any right to claim an actual or constructive eviction or any

right to an abatement of Rent and Additional Rent or to a

claim for damages as a result of loss of or interruption of

Tenant’s business. During the term of this Lease,

Landlord shall have the right to enter the Office, at

reasonable times and upon reasonable notice, for the

purpose of exhibiting same to prospective purchasers

and mortgagees. Landlord shall also have the right,

within the six months prior to the Termination Date, to

enter the Office for the purpose of exhibiting same to

prospective tenants. Should Tenant not be present to

allow access to the Office, Landlord may enter the Office

by using a master key or by force providing Landlord

exercises reasonable care to insure Tenant’s property

and such entry shall not subject Landlord or its agents

liable for any damages as result thereof and the

obligations of Tenant under the terms, conditions and/or

provisions of this Lease shall not be affected thereby.

Should Tenant entirely vacate the Office within thirty (30)

days of the Termination Date, Landlord may enter the

Office and make such alterations, repairs, additions or

changes without affecting Tenant’s obligations under this

Lease, including, but not limited to Tenant’s obligation to

pay Rent and Additional Rent or creating liability for

Landlord to T enant.

24. Waiver

The failure by Landlord to seek redress or any

remedy for Tenant’s default under any of the terms,

conditions and/or provisions of this Lease or of any rule

imposed and declared by Landlord shall not constitute a

waiver by Landlord for any future defaults or violations.

Landlord’s receipt of Rent and Additional Rent at a time

when Landlord has knowledge or should have knowledge

of any default or violation shall not be deemed a waiver

thereof. Only a written waiver signed by Landlord shall

be effective and binding upon Landlord. Any Rent and/or

Additional Rent received by Landlord which is less than

the amount due shall be deemed to be “on account” and

any notation or statement on Tenant’s check shall be

deemed payment in full or accord and satisfaction and

Landlord may accept such payment without prejudice to

Landlord’s right to pursue such available remedy for the

balance of same or for any other remedy afforded

Landlord under the terms, provisions and/or conditions of

this Lease. Only a surrender of the Office in writing

signed by Landlord shall be effective and binding upon

Landlord and/or Tenant and such surrender must be

made to Landlord or Landlord’s authorized agent. An

acceptance of a surrender of the Office and keys to same

by persons other than Landlord or its authorized agent

shall be effective as a termination of this Lease.

25. Landlord’s Inability To Perform

Tenant’s obligation to pay Rent and Additional Rent

and/or to comply with any of the terms, provisions and/or

conditions of this Lease as well as the Lease itself shall

not be affected, impaired, amended or excused due to

Landlord’s inability to perform any of its obligations

contained in this Lease, or to supply any if delayed in

supplying any service or item or is unable to make, or is

delayed in the making of any repair, alterations,

additions, or is unable to supply or is delayed in supplying

any equipment, services, fixtures or any other material to

be supplied hereunder, provided that Landlord is unable

to do so because of labor problems, strife or strike or any

other cause whatsoever including, but not limited to war

or other emer gency.

26. Excavations

In the event that there be an authorized excavation

conducted upon lands adjacent to the Premises, Tenant

shall allow the parties conducting same entry into the

Office for the purpose of performing necessary work as

such party deems necessary to shore up and/or preserve

the wall of the Premises from damage including but not

limited to supporting the existing exterior walls and

foundations. Tenant further agrees to waive any right

Tenant may have to make a claim for damages caused

thereby or indemnity therefore from that party or Landlord

or for an abat ement of Rent and/or Additional Rent.

27. No Representations by Landlord

Landlord and/or Landlord’s agents, servants and/or

employees have not made any representations nor

promises of any kind to Tenant as to the physical

condition of the Premises and/or Office or as to the

financial condition and health or as to the operation of the

Premises except as specifically set forth in this Lease

and Tenant does not acquire any rights, easements or

licenses except as specifically set forth in this Lease.

Tenant has accepted the Office in its “as is” condition

after having thoroughly inspecting same and without

relying on any representations made by Landlord, its

agents, servants and/or employees. Tenant’s occupation

of the Office is conclusive proof that the Office and

Premises are in good and satisfactory condition at the

date Tenant first occupies the Office.

28. Non-merger

All prior agreements, understandings and

representations are merged in this Lease which fully

expresses the parties’ agreement and this Lease may

only be amended or modified or terminated, other than on

the Termination Date, by written agreement signed by

Tenant and Landlord.

29. Non-Disturbance

As long as Tenant pays Rent and Additional Rent

and complies fully with all of the terms, provisions and

conditions of this Lease on Tenant’s part to be

performed, Tenant may peacefully occupy the Office

subject too any mortgage, ground lease or underlying

lease.

30. Waiver

Tenant and Landlord hereby waive trial by jury in

any action, proceeding or litigation brought by one

against the other or in which either party is brought in by

a third party, except for personal injury or property

damage actions, in which any of the terms, provisions

and/or conditions of this Lease or any statutory remedy is

involved or the use and/or occupancy of the Office is at

issue. Tenant and Landlord agree that in any action

seeking possession of the Office, Tenant will not impose

any counterclaim or set-off against Landlord of any kind

or nature except if mandated by statute.

31. Notices

Any notice, statement or communication which

Landlord is to give to Tenant, shall be deemed to be

sufficiently given if it is in writing and delivered personally

to Tenant or sent by certified mail or overnight courier

addressed to Tenant at the Office or other business

address of Tenant or at the residence of Tenant or left at

any one of the addresses and the time of giving such

notice, statement or communication shall be deemed

given at the time same are left with or mailed or delivered

to the overnight courier. Any notice to be given by

Tenant to Landlord must be given by certified mail or

overnight courier at Landlord’s address above.

32. Rules

Tenant, its agents, servants and/or employees,

licensees, business guests or visitors shall comply strictly

and faithfully with the Rules that Landlord may adopt, at

any time, notice of which shall be given to Tenant.

Landlord may choose the manner in which said notice is

given. In the event that Tenant disputes the

reasonableness of any Rule, Tenant and Landlord agree

to submit such dispute to the American Arbitration

Association, New York, New York for binding arbitration

provided Tenant gives written notice to Landlord within

twenty (20) days of receipt of notice of adoption of the

Rule or Rules. Notwithstanding the provisions of this

Paragraph, Landlord is not under any obligation to

enforce the Rules with respect to any other tenant in the

Premises or to enforce any term, condition or provision of

any other lease. Landlord is not liable to Tenant for any

damages caused by another tenant violating the Rules or

any term, provision or condition of that tenant’s lease.

33. Definitions

Wherever and whenever used in this Lease, the

following definitions shall be ascribed to these words:

a) “Business Day” shall mean the days of the week

except Saturday and Sunday and except legal holidays

observed by either Staten of Federal Governments and

those set forth in any union contract which applies to the

Premises

b) “Office” or “Offices” shall not mean Premises but

shall mean premises other than those utilized for the sale

of goods and merchandise or for the display of same, or

a restaurant, shop, machine shop, manufacturing plant or

other retail establishment.

c) “Landlord” shall mean the owner of the Premises

or a lessee thereof, or a mortgagee in possession and

should there be a sale or lease of the entire Premises,

Landlord is released form all obligations and liabilities

under this Lease and it will be conclusively presumed that

the purchaser or lessor will perform the obligations and

liabilities of Landlord he rein.

d) “Re-enter” and “Re-entry” are not to be strictly

taken in their legal definitions.

34. Estoppel Certificate

Upon fifteen (15) prior written notice to Tenant,

Tenant shall execute and deliver to Landlord or to any

other entity that Landlord directs, a certificate, in

recordable form, stating that the Lease, as it exists on the

date of the certification, is in full force and effect, that it

has not be amended, modified or terminated, the date to

which Rent and Additional Rent has been paid and

setting forth specifically if any defaults exist on the part of

Landlord.

35. Subordination

The Lease is subject and subordinate to all existing

and future mortgages or ground leases or underlying

leases which affects the Premises and to all renewals,

modifications or replacements thereof without the

necessity of any notice or written instruments and Tenant

shall, at Landlord request, execute a document to this

effect.

36. Surrender of Office

Upon the Termination Date or other termination of

this Lease, Tenant shall vacate and surrender the Office

in broom clean condition and in good condition,

reasonable wear and tear excepted and free from

Tenant’s property. All damages which were caused by or

on behalf of Tenant shall be repaired by Tenant at

Tenant’s sole cost and expense prior to the surrender of

the Office. This Paragraph survives the Termination Date

or the date of other termination of this Lease. Should the

Termination Date be a Sunday or legal holiday, the

Termination Date shall be the immediate previous day.

37. Parties Bound

This Lease is binding upon Landlord and Tenant and

their respective assignees and/or successors in interest.

Should Tenant obtain a judgment against Landlord,

Tenant shall look only to Landlord’s interest in the

Premises for the collection of same.

38. Paragraph Headings

Paragraph he adings are for reference only.

39. Effectiv eness

This Lease shall become effective as of the date

when Landlord delivers a fully executed copy hereof to

Tenant or Tenant’s attorney .

40. Riders

Additional terms are contained in the riders annexed

hereto and designated Rider ______ ___________.

This Lease has been entered into as of the Date of Lease.

LANDLORDTENANT