Fillable Printable Office Rental and Lease Form - New York

Office Rental and Lease Form - New York

- Form

1-NY/1356461.10

Office Lease

___________________

Landlord

and

___________________

Tenant

Premises:

Date:

Table of Contents

Page

1-NY/1356461.10

Article 1. Basic Terms and Definitions.................................................................................. 1

Article 2. Demise; Rent.......................................................................................................... 2

Article 3. Use ......................................................................................................................... 3

Article 4. Condition of the Premises; Landlord’s Work ........................................................ 4

Article 5. Tenant’s Work ....................................................................................................... 5

Article 6. Real Estate Taxes................................................................................................... 7

Article 7. Expenses ................................................................................................................ 8

Article 8. Electricity - Direct................................................................................................ 11

Article 8. Electricity - Rent Inclusion .................................................................................. 11

Article 9. Services................................................................................................................ 14

Article 10. Repairs ................................................................................................................. 16

Article 11. Laws..................................................................................................................... 17

Article 12. Subordination; Estoppel Certificates ................................................................... 17

Article 13. Insurance.............................................................................................................. 18

Article 14. Casualty................................................................................................................ 20

Article 15. Condemnation...................................................................................................... 21

Article 16. Assignment and Subletting .................................................................................. 21

Article 17. Access .................................................................................................................. 24

Article 18. Default.................................................................................................................. 25

Article 19. Remedies.............................................................................................................. 26

Article 20. Security ................................................................................................................ 29

Article 21. Broker .................................................................................................................. 30

Article 22. Notices ................................................................................................................. 30

Article 23. Representations and Liability .............................................................................. 30

Article 24. End of Term ......................................................................................................... 33

Article 25. Miscellaneous ...................................................................................................... 33

Exhibit A The Premises

Exhibit B Landlord’s Work

Exhibit C Landlord’s Regulations

Exhibit D Standby Letter of Credit

Office Lease

Lease dated ______________, between ___________________, a

___________________________ (“Landlord

”), and ____________________, a

_______________ (“Tenant

”).

Article 1. Basic Terms and Definitions

Section 1.1 Broker.

_________________________.

Section 1.2 Electricity Factor

. $__________ per annum, subject to adjustment

as provided in this lease. This Basic Term is used only if electricity is provided by Rent

Inclusion.

Section 1.3 Expenses Base Year. The calendar year ending December 31, ___.

Section 1.4 Fixed Rent. $_______ per annum. The Fixed Rent includes the

Electricity Factor if electricity is provided by Rent Inclusion.

Section 1.5 Fixed Rent Commencement Date. The date which is ____ days

following the Commencement Date.

Section 1.6 Guarantor. _____________________.

Section 1.7 Landlord’s Work. The work, if any, described on Exhibit B to

this lease.

Section 1.8 Notice Address.

(a) Landlord. ___________________________________.

(b) Tenant. _____________________________.

Section 1.9 Premises

. The portion of the ____ floor shown on Exhibit A to

this lease in the building at __________________________, New York, New York (“Building”;

the land used in connection with the Building is called “Land”). The Premises include any

fixtures and improvements in the Premises on the Commencement Date, Landlord’s Work, if

any, and any other fixtures and improvements installed in the Premises by Landlord after the

Commencement Date.

Section 1.10 Security. $____________.

Section 1.11 Taxes Base Year. The 12-month period ending _____________.

Section 1.12 Tenant’s Share. ___ percent.

Section 1.13 Term

. The period commencing on the date (“Commencement

Date”) which is the later of (a) _____________________ and (b) the date Landlord delivers to

Tenant possession of the Premises with Landlord’s Work, if any, substantially complete (or the

1-NY/1356461.10

date possession is deemed delivered and Landlord’s Work, if any, is deemed substantially

complete as provided in this lease), or any earlier date on which Tenant first occupies any part of

the Premises for the conduct of business, and ending on the date (the “Expiration Date

”) which is

the earlier of (i) last day of the month in which occurs the _________ anniversary of the day

immediately preceding the Commencement Date (“Fixed Expiration Date”), and (ii) the date the

term of this lease is terminated pursuant to this lease (“Earlier Expiration Date”).

Section 1.14 Certain Definitions

. This Section lists each defined term appearing

in more than one Article, other than the Basic Terms, and the Section in which it is defined. Any

reference in this lease to (a) “legal action

”, includes any suit, proceeding or other legal,

arbitration or administrative process, (b) “person”, includes any individual or entity, and (c) “this

lease”, includes Landlord’s Regulations and the Exhibits to this lease.

Defined Term

Section

Authority 11.1

Base Rate 19.1(e)

Business Days 9.1

Default 18.1

Default Rate 19.6

Expenses 7.1(a)

Laws 11.1

Mortgagee 12.1

Mortgages 12.1

Landlord’s Regulations 3.3

Permitted Use 3.1

Rent 2.2

Superior Lease 12.1

Superior Landlord 12.1

Taxes 6.1

Tenant’s Property 5.7

Tenant’s Work 5.1

Unavoidable Events 23.8

Article 2. Demise; Rent

Section 2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from

Landlord, the Premises, for the Term, at the Rent and on the other terms of this lease.

Section 2.2 Tenant shall pay Landlord the Rent, without notice, deduction or

offset (except as provided in this lease), in lawful money of the United States of America, by

Tenant’s check or another method approved by Landlord, at Landlord’s Notice Address or

another address Landlord designates, and as provided in this lease. The Fixed Rent shall be paid

in equal monthly installments, in advance, on the first day of each calendar month during the

Term, except that (a) Tenant shall not pay the Fixed Rent (other than the Electricity Factor, if

applicable) until the Fixed Rent Commencement Date, if any, and (b) on the signing and delivery

of this lease by Tenant, Tenant shall pay Landlord one full monthly installment of the Fixed

Rent, to be applied to the first full monthly installment of the Fixed Rent due under this lease. If

the Fixed Rent Commencement Date is not the first day of a month, the Fixed Rent for the month

1-NY/1356461.10

in which the Fixed Rent Commencement Date occurs shall be apportioned according to the

number of days in that month. All sums, other than the Fixed Rent, payable by Tenant to

Landlord under this lease, including the payment of deficiencies in the Security, if any, are

considered additional rent (and the Fixed Rent and all additional rent are collectively called

“Rent

”). Landlord’s delay in rendering, or failure to render, any statement required to be

rendered by Landlord for any Rent for any period shall not waive Landlord’s right to render a

statement or collect that Rent for that or any subsequent period. The rendering of an incorrect

statement shall not waive Landlord’s right to render a corrected statement for the period covered

by the incorrect statement and collect the correct amount of the Rent.

Section 2.3 If at any time during the Term the Rent is not fully collectible by

reason of any Law, Tenant shall enter into such agreements and take such other action (without

additional expense or liability to Tenant) as Landlord reasonably requests and which is not

prohibited by any Law, to permit Landlord to collect the maximum permissible Rent (but not in

excess of the Rent). On the termination of that Law prior to the Expiration Date (a) the Rent

shall be paid in accordance with this lease, and (b) Tenant shall pay to Landlord, if not prohibited

by any Law, the Rent which would have been paid but for that Law, less the Rent paid by Tenant

to Landlord during the period of that Law.

Section 2.4 If Landlord fails to give Tenant possession of the Premises on any

specific date, Landlord shall have no liability to Tenant and this lease shall remain in full force

and effect according to its terms, but the Term and the Rent shall not commence until the

Commencement Date (or, with respect to the Fixed Rent, the Fixed Rent Commencement Date,

if applicable). This Section constitutes an express provision to the contrary pursuant to Section

223-a of the New York Real Property Law (or any similar Law), which Landlord and Tenant

agree is inapplicable to this lease (and Tenant hereby waives any right to damages or to rescind

this lease which Tenant might otherwise have under that Law).

Article 3. Use

Section 3.1 Tenant shall use the Premises only for offices (the “Permitted

Use”), subject, however, to the provisions of this lease.

Section 3.2 Tenant shall not (a) use any part of the Premises (i) in violation of

this lease or the certificate of occupancy, if any, for the Premises or the Building (Landlord

represents, however, that the Premises may be used for the Permitted Use) or (ii) for any of the

following (or offices therefor): employment agency; travel agency; Authority; foreign

government or any business owned in whole or in part by a foreign government; foreign airline;

a place of public assembly; the rendering of any health or health-related services; a school or

classroom; gambling; any business that, in Landlord’s reasonable judgment, may jeopardize the

safety of the Building or its occupants; or the sale or preparation of any food or beverage (except

for vending machines and warming food, in both cases solely for Tenant’s employees and

invitees), (b) use any area outside the Premises within or adjacent to the Building for the sale or

display of any merchandise, for solicitations or demonstrations or for any other activity, (c) store

trash other than inside the Premises, (d) cause waste, or do anything which, in Landlord’s

reasonable judgment, disturbs other occupants of the Building (including permitting music or

other sounds in the Premises to be heard outside the Premises, equipment in the Premises to

cause vibration or noise which is transmitted beyond the Premises, odors or fumes beyond the

1-NY/1356461.10

Premises or its employees, invitees or deliverymen to loiter immediately outside the Premises or

the Building or within the public areas of the Building) or is obscene, pornographic or lewd, (e)

place any sign or other item outside the Premises or the Building, or on any window or door of

the Premises, or in the Premises if it can be seen from outside the Premises, except a Building

standard identification sign on Tenant’s entrance door, Building standard window coverings or

other sign or item expressly permitted by this lease, (f) park trucks or other vehicles which

interfere with any part of the Building or the Land, (g) cause the release in or from the Premises

of any hazardous material, or any other item which is deemed hazardous under any Law, (h)

advertise in a manner which, if the Building is identified, in Landlord’s reasonable judgment,

impairs the reputation or desirability of the Building or (i) move any heavy or bulky items into or

out of the Building without Landlord’s consent, which shall not be unreasonably withheld or

delayed (and (x) if any such item requires special handling, Tenant shall employ a person

approved by Landlord for such purpose, which approval shall not be unreasonably withheld or

delayed and (y) Landlord may inspect any items brought into or taken from the Building).

Section 3.3 Tenant shall comply with the existing rules and regulations of the

Building attached to this lease as Exhibit C

, and any future rules and regulations adopted by

Landlord in connection with the operation of, and construction work within, the Building which

do not materially and adversely affect Tenant’s rights under this lease or impose any material

financial responsibility on Tenant (collectively, “Landlord’s Regulations”), 10 days prior notice

of which shall be given to Tenant. Landlord is not required to enforce Landlord’s Regulations or

any other lease and Landlord shall not be liable to Tenant for a violation of Landlord’s

Regulations or any other lease. Landlord’s failure to enforce Landlord’s Regulations against

Tenant or any other occupant of the Building shall not be considered a waiver of Landlord’s

Regulations. Landlord shall not, however, enforce Landlord’s Regulations against Tenant in a

discriminatory manner. If there is any inconsistency between this lease and Landlord’s

Regulations, this lease shall control.

Article 4. Condition of the Premises; Landlord’s Work

Section 4.1 Tenant has examined the Premises and, subject to Landlord

performing Landlord’s Work, if any (a) Tenant shall accept possession of the Premises in its “AS

IS” condition on the date of this lease, subject to normal wear and tear and the removal of the

existing occupant’s property, if any, and (b) Landlord has no obligation to perform any work,

supply any materials, incur any expenses or make any installations to prepare the Premises for

Tenant’s occupancy.

Section 4.2 Landlord shall, at its expense, in a Building standard manner, using

Building standard materials, in accordance with all applicable Laws, as soon as practicable

following the date of this lease, perform Landlord’s Work, if any. If requested by Landlord or

Tenant, Landlord and Tenant shall promptly sign and deliver a confirmation of the

Commencement Date, the Fixed Rent Commencement Date, if any, the Fixed Expiration Date

and any other dates referred to in this lease, but the failure to do so shall not change those dates.

Section 4.3 Landlord’s Work shall be deemed substantially complete when it is

completed in accordance with this lease and all applicable Laws, except for minor details of

construction, decoration and mechanical adjustments to be performed by Landlord (which shall

be completed as soon as practicable), the noncompletion of which does not (and the completion

1-NY/1356461.10

of which will not) materially interfere with Tenant’s use of the Premises or the performance of

Tenant’s Work. If the substantial completion of Landlord’s Work, if any, or delivery of

possession of the Premises by Landlord to Tenant, is delayed due to any act or omission of

Tenant or Tenant’s employees, agents or contractors (a) Landlord’s Work shall be deemed

substantially complete and possession shall be deemed delivered on the date Landlord’s Work

would have been substantially complete or possession would have been delivered but for that act

or omission and (b) Tenant shall reimburse Landlord for all additional costs incurred by

Landlord as the result of the delay.

Article 5. Tenant’s Work

Section 5.1 Except as may be expressly provided in this lease, Tenant shall not

make any changes to the Premises, the Building, the Building systems, or any part thereof

(collectively, “Tenant’s Work

”), without Landlord’s consent. Landlord’s consent shall not be

unreasonably withheld or delayed provided that Tenant’s Work (a) does not (i) affect any part of

the Building outside the Premises, (ii) adversely affect any structural element of the Building (iii)

adversely affect any Building system or (iv) require an amendment of the certificate of

occupancy for the Premises or the Building, and (b) is performed only by contractors or

subcontractors approved by Landlord (which shall not be unreasonably withheld or delayed,

except that any Tenant’s Work which affects any Building system shall be performed by a

contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of

approved contractors and subcontractors for that work). Tenant’s Work shall be performed, at

Tenant’s expense, in a professional manner using new materials of first class quality and in

compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2

). If Tenant’s

Work consists solely of the installation of Tenant’s Property in the Premises, a change affecting

only Tenant’s Property in the Premises or the painting, carpeting or decorating of the Premises,

Landlord’s consent shall not be required, provided (i) Tenant gives Landlord 10 days prior notice

of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other

applicable provisions of this lease shall apply and (iii) such Tenant’s Work does not violate

clauses (a) or (b) of this Section.

Section 5.2 Prior to performing any Tenant’s Work which, pursuant to this

Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense (a) deliver to Landlord,

detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord

prepared and certified by a registered architect or licensed engineer, and suitable for filing with

the applicable Authority, if filing is required by Law (“Tenant’s Plans

”), (b) obtain Landlord’s

approval of Tenant’s Plans (which shall not be unreasonably withheld or delayed to the extent

Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably

withheld or delayed pursuant to this Article), (c) obtain (and deliver to Landlord copies of) all

required authorizations of any Authority, (d) deliver to Landlord certificates (in form reasonably

acceptable to Landlord) of worker’s compensation insurance (covering all persons to be

employed by Tenant, and all contractors and subcontractors performing any Tenant’s Work),

commercial general liability insurance (naming Landlord, Landlord’s managing agent, if any,

any Superior Landlord and any Mortgagee as additional insureds) and Builder’s risk insurance

(issued on a completed value basis), in form, with companies, for periods and in amounts

reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any

Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any

Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the

1-NY/1356461.10

total cost of such Tenant’s Work and reasonably acceptable to Landlord securing Tenant’s

obligation to complete and pay for such Tenant’s Work. Tenant shall promptly reimburse

Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with

Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts

retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant

shall, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any

Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications

for Tenant’s Work prepared as reasonably required by Landlord.

Section 5.3 If, in connection with Tenant’s Work or any other act or omission

of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or

other lien or violation is filed against Landlord, or any part of the Premises, the Building or

Tenant’s Work, Tenant shall, at Tenant’s expense, have it removed by bonding or otherwise

within 30 days after Tenant receives notice of the filing.

Section 5.4 Tenant shall not employ, or permit the employment of, any

contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s

Work or otherwise, if such employment shall, in Landlord’s reasonable judgment, interfere or

cause conflict with other contractors, subcontractors or workers in the Building.

Section 5.5 At Tenant’s request, Landlord shall join in any applications for any

authorizations required from any Authority in connection with Tenant’s Work (to which

Landlord has consented, if required pursuant to this Article), and otherwise cooperate with

Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any

expense or obligation in connection with any such applications or cooperation.

Section 5.6 Tenant shall not place a load on any floor of the Premises

exceeding the floor load per square foot which the floor was designed to carry and which is

allowed by any Law.

Section 5.7 On or before the Expiration Date, Tenant shall, at Tenant’s

expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, equipment and

personal property which are removable without material damage to the Premises or the Building

(“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office

installation and which Landlord designates for removal in a notice given by Landlord to Tenant

on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to

the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building

caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time

Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the

portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall make

that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as

expressly provided in this Section, Tenant’s Work shall not be removed and shall, on the

Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work

(which Tenant was required to remove) which is not removed by Tenant by the Expiration Date

shall be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or

disposed of by Landlord at Tenant’s expense.

1-NY/1356461.10

Article 6. Real Estate Taxes

Section 6.1 The following defined terms are used in this Article:

(a) Taxes. The aggregate of all real estate taxes, assessments (special or

otherwise), and other charges (including business improvement district charges and payments in

lieu of Taxes) of any Authority assessed against all or any part of the Building or the Land. If

the method of taxation is changed so that in lieu of, as an addition to or as a substitute for all or

any part of the real estate taxes, assessments or charges assessed against all or any part of the

Building or the Land, there is assessed any other tax, assessment or charge, including one based

on the rents received from the Building or the Land, all such taxes, assessments and charges shall

be considered Taxes. Taxes shall not, however, include any franchise, gift, inheritance, estate,

sales, transfer, general income or profit tax imposed on Landlord (unless it is considered part of

Taxes pursuant to the preceding sentence). If in any Tax Year (including the Taxes Base Year)

there is any abatement, exemption or discount of Taxes (or any assessment or rate which

comprises Taxes), the abatement, exemption or discount shall not be taken into account, and

Taxes shall be determined as if there were no abatement, exemption or discount.

(b) Tax Year. The 12-month period ending June 30 (or such other period as

may be adopted by The City of New York as its fiscal year for Taxes).

Payment.

(d) Tenant’s Tax Payment. Tenant’s Share of the excess of Taxes for any Tax

Year over Taxes for the Taxes Base Year.

Section 6.2 If for any reason, foreseen or unforeseen (including increases in

the tax rate or the assessed valuation of the Building or the Land for any reason, including

changes in the method of assessment, reassessments occurring in the normal course or outside of

the normal course or increases in assessments by reason of changes to the Building or the Land

made by Tenant, other tenants, or Landlord), Taxes for any Tax Year, all or any part of which

falls within the Term, exceed Taxes for the Taxes Base Year, Tenant shall pay to Landlord

Tenant’s Tax Payment within 15 days following Tenant’s receipt of the Tax Statement for that

Tax Year. At Tenant’s request, Landlord shall deliver to Tenant a copy of the relevant bill for

Taxes. If Taxes for any Tax Year are less than Taxes for the Taxes Base Year, Tenant shall not

be entitled to any payment or credit. If Landlord requests, Tenant shall pay to Landlord Tenant’s

Tax Payment as reasonably estimated by Landlord from time to time in monthly or other

periodic installments, in advance, on the first day of each calendar month or other period, so that

on the date 30 days before the date Landlord is required (without interest or penalty) to pay

Taxes for any Tax Year or part of a Tax Year Landlord shall have received from Tenant Tenant’s

Tax Payment for that Tax Year or that part of a Tax Year. If Landlord requests or revises the

installments of Tenant’s Tax Payment following the commencement of a Tax Year, Tenant shall

(a) until a request is made, pay the installments of Tenant’s Tax Payment for the prior Tax Year

and (b) within 15 days following Tenant’s receipt of Landlord’s request or revision, pay the

installments of Tenant’s Tax Payment retroactive to the beginning of that Tax Year to the extent

they exceed the payments previously made by Tenant for that Tax Year (or if they are less,

Landlord shall credit the difference against the next payments under this lease). If 30 days

1-NY/1356461.10

before the date Landlord is required (without interest or penalty) to pay Taxes for any Tax Year

or any part of a Tax Year the aggregate amount collected by Landlord from Tenant is not

sufficient to pay Tenant’s Tax Payment for that Tax Year or that part of a Tax Year, Landlord

shall give notice to Tenant, and Tenant shall pay to Landlord the deficiency within 15 days

following Tenant’s receipt of Landlord’s request. If, however, the aggregate amount collected

by Landlord from Tenant is greater than Tenant’s Tax Payment, Landlord shall credit the excess

against Tenant’s next payments under this lease or, if any excess is due Tenant at the Expiration

Date, Landlord shall promptly pay that excess to Tenant.

Section 6.3 Landlord may, at Landlord’s option, institute proceedings to

reduce Taxes. Tenant may not institute such proceedings. If Taxes for the Taxes Base Year are

reduced, Tenant’s Tax Payment for all Tax Years subsequent to the Taxes Base Year shall be

recomputed based on the reduced Taxes for the Taxes Base Year, and Tenant shall pay to

Landlord, within 15 days following receipt of Landlord’s request, the deficiency between the

amount due as a result of the recomputations and the amount paid by Tenant. If Landlord

receives a refund or credit of Taxes for any Tax Year for which Tenant made Tenant’s Tax

Payment, Landlord shall credit Tenant’s Share of the refund or credit against Tenant’s next

payments under this lease (or, if any refund or credit is due Tenant at the Expiration Date,

Landlord shall promptly pay that refund or credit to Tenant), after deducting from the refund or

credit any reasonable expenses incurred by Landlord to obtain the refund or credit which have

not been previously reimbursed to Landlord, but Tenant’s Share of the refund or credit for any

Tax Year shall not exceed Tenant’s Tax Payment paid for that Tax Year.

Section 6.4 If the Commencement Date or the Expiration Date is a date other

than the first or last day of a Tax Year, Tenant’s Tax Payment for that Tax Year shall be

apportioned according to the number of days of that Tax Year within the Term. Tenant shall, to

the extent not paid by Tenant to Landlord as part of Taxes, pay to Landlord, within 15 days

following Tenant’s receipt of Landlord’s request, any occupancy, rent or other tax now or

hereafter imposed on Tenant which (a) must be collected by Landlord, (b) is payable by

Landlord if not paid by Tenant or (c) is a lien on any part of the Building or the Land.

Section 6.5 Tenant shall pay to Landlord, within 15 days following Tenant’s

receipt of Landlord’s invoice, Tenant’s Share of the reasonable expenses incurred to contest any

Taxes applicable to any part of the Term (prorated for any partial Tax Year within the Term)

which have not been previously reimbursed to Landlord.

Article 7. Expenses

Section 7.1 The following defined terms are used in this Article:

(a) Expenses

. All of Landlord’s expenses in connection with operating.

insuring, maintaining and repairing the Building or the Land, excluding (i) depreciation, (ii)

interest on and amortization of borrowed funds, (iii) financing or refinancing expenses, (iv)

expenses in connection with the sale of the Building or the Land or any interest in the Building

or the Land, (v) rent under any Superior Lease, (vi) leasehold improvements for tenants

(including Landlord’s Work, if any), (vii) leasing commissions, (viii) capital expenditures other

than capital expenditures required by any Law enacted or becoming effective after the date of

this lease or which Landlord reasonably believes shall reduce Expenses, in both cases amortized

1-NY/1356461.10

on a straight-line basis over the useful life of the capital item in question reported by Landlord

for tax purposes, with interest at the Base Rate, (ix) the wages and fringe benefits of any

employee above Building manager, (x) expenses incurred by reason of casualty or condemnation

(except for the reasonable deductible portion of any insured casualty), (xi) expenses for services

to tenants in the Building in excess of the services required by this lease to be provided to

Tenant, (xii) expenses paid to any affiliate of Landlord in excess of the expenses which would

have been paid to an unaffiliated person, (xiii) legal and accounting fees in connection with the

leasing of the Building or any legal action with another occupant, (xiv) advertising and

promotional expenses, (xv) Taxes and any exclusions from Taxes expressly set forth in this lease

and (xvi) charitable contributions other than membership fees or dues of real estate related

organizations. If a managing agent for the Building is not employed by Landlord, a management

fee may be included in Expenses which does not exceed the then prevailing management fee for

a managing agent that is not paid leasing commissions (unless it is the procuring cause) for

buildings similar to the Building in the vicinity of the Building. Expenses for the Expenses Base

Year and each calendar year shall be reasonably determined by Landlord as if the Building is

100% occupied and as if Landlord is required to provide to each tenant the same services as

Landlord is required pursuant to this lease to provide to Tenant without additional charge. If this

lease shall provide that an expense is to be paid by Landlord, that expense shall be deemed an

Expense if it is not excluded from Expenses pursuant to this paragraph or another provision of

this lease.

(b) Expense Statement

. A reasonably detailed statement prepared by

Landlord or, at Landlord’s option, a third party, showing the calculation of Tenant’s Expense

Payment.

any calendar year over Expenses for the Expenses Base Year.

Section 7.2 If Expenses for any calendar year all or any part of which falls

within the Term exceeds Expenses for the Expenses Base Year, Tenant shall pay to Landlord

Tenant’s Expense Payment within 15 days following Tenant’s receipt of the Expense Statement

for that calendar year. If Expenses for any calendar year are less than Expenses for the Expenses

Base Year, Tenant shall not be entitled to any payment or credit. If Landlord requests, Tenant

shall pay to Landlord Tenant’s Expense Payment as reasonably estimated by Landlord from time

to time in monthly or other periodic installments, in advance, on the first day of each calendar

month or other period. If Landlord requests or revises the installments of Tenant’s Expense

Payment following the commencement of a calendar year, Tenant shall (a) until a request is

made, pay the installments of Tenant’s Expense Payment for the prior calendar year and (b)

within 10 days following Tenant’s receipt of Landlord’s request or revision, pay the installments

of Tenant’s Expense Payment retroactive to the beginning of that calendar year to the extent they

exceed the payments previously made by Tenant for that calendar year (or if they are less,

Landlord shall credit the difference against the next payments under this lease). Landlord shall,

within 120 days following the end of each calendar year, deliver to Tenant an Expense Statement

for that calendar year. If the aggregate amount collected by Landlord from Tenant for that

calendar year is less than Tenant’s Expense Payment shown on that Expense Statement, Tenant

shall pay the deficiency to Landlord within 10 days following Tenant’s receipt of that Expense

Statement. If, however, the aggregate amount collected by Landlord from Tenant is greater,