STANDARD FORM OF OFFICE LEASE
The Real Estate Board of New York, Inc.
Agreement of Lease, made as of this 8th Day of July of 1999, between A.M.
Property Holding Corp., as agent for 65 Broadway Co., LLC, with principal
offices at 000 0xx Xxx., 00xx Xx., Xxx Xxxx, XX party of
the first part, hereinafter referred to as OWNER, and Xxxxxxxxxxx.xxx, Inc.
party of the second part, hereinafter referred to as TENANT.
Witnesseth: Owner hereby lease to Tenant and Tenant hereby hires from Owner Unit
507 on the fifth floor in the building known as 65 Broadway in the borough of
Manhattan, City of New York, for the term
of 7 years and 3 months (or until such term shall sooner cease and expire as
hereinafter provided) to commence on the 1st day of October of nineteen
hundred and ninety-nine, and toend on the 31st day of
December two-thousands and seven both dates inclusive, at an annual rental rate
of See Annexed Rider which Tenant agrees to pay in lawful money of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of the payment, in equal monthly installments
in advance on the first day of each month during said term, at the office of
Owner or such other place as
Owner may designate, without any set off deduction whatsoever, except that
Tenant shall pay three monthly installment(s) on the execution hereof
(unless this lease be a renewal).
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner
pursuant to the terms of another lease
with Owner or with
Owner's predecessor in interest. Owner may at Owner's option and without notice
to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be
payable to Owner as additional rent.
The parties hereto, for themselves, their heirs, distributes,
executors, administrators, legal
representatives, successors and assigns, hereby covenant as follows:
Rent: 1. Tenant shall pay the rent as above and as hereinafter
provided.
Occupancy: 2. Tenant shall use and occupy demised premises for Office
Space and for no other purpose.
Tenant Alterations:
3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written consent of Owner, and to the provisions of
this article. Tenant, at Tenant's expense, may make
alterations, installations, additions or improvements which are non-structural
and which do not affect utility services or plumbing and electrical lines,
in or to the interior of the demised premises by using contractors or
mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations, additions, installations or improvements, at
its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies and (upon
completion) certificates
of final approval thereof and shall delivery promptly duplicates of all such
permits, approvals and
certificates to Owner and Tenant agrees to carry and will cause Tenant's
contractors and sub-contractors
to carry such xxxxxxx'x compensation, general liability, personal and property
damage insurance as
Owner may require. If any mechanic's lien is filed against the demised
premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether
or not done pursuant to this article, the same shall be discharged by Tenant
within thirty days thereafter,
at Tenant's expense, by payment or filing the bond required by law.
All fixtures and all paneling,
partitions, railings, and like installations, installed in the premises at any
time, either by Tenant or by Owner on Tenant's behalf, shall, upon
installation, become the property of Owner
and shall remain upon
and be surrendered with the demised premises unless Owner, by notice to the
Tenant no later than twenty
days prior to the date fixed at the termination of this lease, elects to
relinquish Owner's right thereto and
to have them removed by Tenant, in which event the same shall be removed from
the premises by Tenant
prior to the expiration of the lease , at Tenant's expense. Nothing in this
Article shall be construed to give
Owner title to or to prevent Tenant's removal of trade fixtures, moveable office
furniture and equipment,
but upon removal of any such from the premises or upon removal of other
installations as may be required
by Owner, Tenant shall immediately and at its expense, repair and restore the
premises to the condition
existing prior to installation and repair any damage to the demised premises or
the building due to such
remove. All property permitted or required to be removed by Tenant at the end
of the term remaining in
the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either
be retained as Owner's property or may be removed form the premises by Owner, at
Tenant's expense.
Maintenance and Repairs:
4. Tenant shall throughout the term of this lease, take good care of the demised
premises and the fixtures
and appurtenances therein. Tenant shall be responsible for all damage or injury
to the demised premises
or any other part of the building of the building and the systems and the
equipment thereof, whether
requiring structural or nonstructural repairs caused by or resulting form
carelessness, omission, neglect or
improper conduct of Tenant. Tenant's subtenants, agents, employees, invitees or
licensees, or which arise
out of any work, labor, service or equipment done for our supplied to Tenant or
any subtenant or arising
out of the installation use or operation of the property or equipment of Tenant
or any subtenant. Tenant
shall also repeal all damage to the building and the demised premises caused by
the moving of Tenant's
fixtures, furniture's and equipment. Tenant shall promptly make at Tenants
expense all repairs in and to
the demised premises for which Tenant is responsible using only the contractor
for the per trade submitted
by owner. Any other repairs in or to the building or the facilities and systems
thereof for which Tenants is
responsible shall be performed by Owner at the Tenant's expense. Owner shall
maintain in good working
order and repair the exterior and the structural portions of the building,
including the structural portions
of its demised premises, and the public portions of the building interior and
the building plumbing,
electrical, heating and ventilating systems (to the extent such systems
presently exist) serving the demised
premises. Tenant agrees to give prompt notice of any detective condition in the
premises for which
Owner may be responsible hereunder. There shall be no allowance to Tenant for
diminution of rental
value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business
arising form Owner or others making repairs, alterations, additions or
improvements in or to any portion
of the building or the demised premises or in and to the failure of Owner to
comply with covenant of
this or any other article of this be by way of an action for damages for breach
of contract. The provisions
of this Article 4 shall not apply in the case of fire or other casualty, which
are dealt with in Article 9 hereof.
Window Cleaning:
5. Tenant will not clean nor require, permit, suffer or allow any window in the
demised premises to be
cleaned form the outside in violation of Section 202 of the Labor Law or any
other applicable law or of the
Rules of the Board of Standards and Appeals, or of any other Board or body
having or asserting jurisdiction.
Requirements of Law, Fire Insurance, Floor Loads:
6. Prior to the commencement of the lease term if Tenant is then in possession
and at all times thereafter, Tenant, at Tenant's sole cost and expense, shall
promptly comply will all present and future laws, orders
and regulations of all state, federal, municipal and local governments,
departments, commissions and
boards and any direction of any public officer pursuant to law, and all orders
rules and regulations of the
New York Board of Fire Underwriters, Insurance Services Office, or any similar
body which shall impose
any violation, order or duty upon Owner or Tenant with respect to the demised
premises, whether or not
arising out of Tenant's use or manner of use thereof, (including Tenant's
permitted use) or with respect to
the building if arising out of Tenant's use or manner of use of the premises or
the building (including the
use permitted under the lease). Nothing herein shall require Tenant to make
structural repairs or
alterations unless Tenant has, by its manner of use of the demised premises or
method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto.
Tenant may, after securing Owner to Owner's satisfaction against all damages,
interest, penalties and
expenses including but not limited to, reasonable attorney's fees, by cash
deposit or by surely bond in an
amount and in a company satisfactory to Owner, contest and appeal any such laws,
ordinances, orders,
rules, regulations, or requirements provided same is done with all reasonable
promptness and provided
such appeal shall not be subject Owner to prosecution for a criminal offense or
constitute a default under
any lease or mortgage under which Owner may be obligated, or cause the demised
premises or any part
thereof to be condemned or vacated. Tenant shall nor do or permit any act or
thing to be done in or to the
demised premises which is contrary law, or which will invalidate or be in
conflict with public liability, fire
or other policies of insurance at any time carried by or for the benefit of
Owner with respect to demised
premises or the building of which the demised premises for a part, or which
shall or might subject Owner
to any liability or responsibility to any person or for property damage. Tenant
shall knot keep anything in
the demised premises except as not or hereafter permitted by the Fire
Department, Board of Fire
Underwriters, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in
such manner which will increase the insurance rate for the building or any
property located therein over
that in effect prior to the commandment of Tenant's occupancy. Tenant shall pay
all costs, expenses,
fines, penalties, or damages which may be imposed upon Owner by reason of
Tenant's failure to comply
with the provisions of this article and if by reason of such failure to comply
with provisions of this article
and if by reason of such failure the fire insurance rate shall at the beginning
of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as additional rent
hereunder for that portion of all fire insurance premiums thereafter paid by
owner which shall have been
charged because of such failure by Tenant. In action or proceeding wherein
Owner and Tenant are parties
a schedule or "make-up" of rate for the building or demised premises issued by
the New York Fire
Insurance Exchange, or other body making fire insurance rates applicable to said
premises shall be
conclusively evidence of the facts therein stated and of the several items and
charges in the fire insurance's
rates then applicable to said premises. Tenant shall not place a load upon any
floor of the demised
premises exceeding the floor load per square foot area which it was designed to
carry and which is
allowed by law Owner reserves the right to prescribe the weight and position of
all safes business
machines and mechanical equipment. Such installations shall be placed and
maintained by Tenant, at
Tenant's expense, in setting sufficient in Owner's judgment, to absorb and
prevent vibration, noise and
annoyance.
Subordination:
7. This lease is subject and subordinate to all ground now or hereafter or
underlying leases and to all
mortgagees which may now or hereafter affect such leases or the real property of
which demises premises
are a part and to all renewals, modifications, consolidations, replacements and
extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of
subordination shall be required by any ground or underlying lessor or by any
mortgages, affecting any
lease or the real property of which the demised premises are a part. In
confirmation of such
subordination, Tenant shall from time to time execute promptly any certificate
that Owner may request.
Property Loss, Damage Reimbursement Indemnity:
8. Owner or its agent shall not be liable for nay damage to property of Tenant
or of others damage to
property of Tenant or of others entrusted to employees of the building, not for
loss of or damage to any
injury or damage to persons or property resulting from any cause of whatsoever
nature, unless caused by
or due to the negligence of Owner, its agents servants or employees. Owner or
its agents will not be liable
for any such damage caused by other tenants or persons in, upon or about said
building or caused by
operations in construction of any private, public or quasi public work. If any
time any windows of the
demised premises are temporarily closed, darkened or bricked up (or permanently
closed, darkened or
bricked up, if required by law) for any reason whatsoever including, but not
limited to Owner's own acts,
Owner shall not be liable for any damage Tenant may sustain thereby and Tenants
shall not be entitled to
any compensation there for nor abatement or diminution of rent nor shall the
same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall indemnify and
save harmless Owner
against and from all liabilities, obligations, damages penalties, claims, costs
and expenses for which
owner shall not be reimbursed by insurance, including reasonable attorneys fees,
paid, subcontractors,
employees, invitees, or licenses, of any covenant or condition of this lease or
the carelessness, negligence
or improper conduct of the Tenant. Tenant's agent contractor's employees
invites or licenses of any sub-
tenant. In case any action or proceeding is brought against Owner, will at
Tenant's expense resist or
defiant such action or proceeding by counsels approved by Owner in writing such
approval not to be
unreasonably withheld.
Destruction Fire and Other Casualty:
9. (a) If the demised premises or any part thereof shall be damaged be fire or
other casualty. Tenant shall
give immediate notice thereof to Owner and this lease shall continue in full
force and effect except as
hereinafter set forth. (b) If the demised premises are partially damaged or
rendered partially unusable by
fire or other casualty, the damages thereto shall be repaired by and at the
expense of Owner and the rent
and other items of additional rent, until such repair shall be substantially
completed, shall be apportioned
from the day following the causality according to the part of the premises which
usable. (c) If the demised
premises are totally damaged or rendered wholly unusable by fire or other
casualty then the rent and other
items of additional rent as hereinafter expressly provided shall be
proportionately paid up to the time of
the casualty and thenceforth shall cease until the date when the premises shall
have been repaired and
restored by Owner (or sooner reoccupied in part by Tenant then rent shall be
apportioned as provided in
subsection (b) above), subject to Owner's right to elect not to restore the same
as hereinafter provided. (d)
If the demised premises are rendered wholly unusable or (whether or not the
demised premised are
damaged in whole or in part) if the building shall be so damaged that Owner
shall decide to demolish it or
to rebuild it then in any such events. Owner may elect to terminate this lease
by written notice to Tenant
given within 90 days after such fire a casualty or 30 days after adjustment of
the insurance claim for such
fire or casualty whichever specific a date for the expiration of the lease,
which date shall not be more than
60 days after the giving of such notice, and upon the date specified in such
notice the term of this lease
shall expire as fully and completely as if such date were the date set forth
above for the termination of this
lease and Tenant shall forthwith quit, surrender and vacate the premises without
prejudice however, to Landlord's rights and remedies against Tenant under
the lease provision in effect prior to such termination
and any rent owing shall be paid up to such date and any payment of rent made by
Tenant which were on
account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a
termination notice as provided for herein, Owner shall make the repairs and
restorations under the
conditions of (b) and (c) hereof, with all reasonable expedition subject to
delays due to adjustment of
insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty Tenants
shall cooperate with Owner's restoration by removing form the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
moveable equipment, furniture and other property.
Tenant liability for rent shall resume five (5) days after written notice from
Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained herein above
shall relieve Tenant form
liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing
including Owner's obligation to restore under subparagraph (b) above, each party
shall look first to any
insurance in its favor making any claim against the other party for recovery for
loss or damage resulting
from fire or other casualty, and to the extent permitted by law, Owner and
Tenant each hereby releases
and waives all right of recovery with respect to subparagraphs (b), (d), and (e)
above, against the other or
any one claiming through rounder each of them by way of subrogation or
otherwise. The release and
waiver herein referred to shall be deemed to include any loss or damage to the
demised premises and/or to
any personal property, equipment, trade fixtures, goods and merchandise located
therein. The foregoing
release and waiver shall be in force only if both releaser insurance policies
contain a clause providing that
such a release or waiver shall invalidate the insurance. If and to the extent
that such party benefitting from
the waiver shall pay such premium within ten days after written demand or shall
be deemed to have
agreed that the party obtaining insurance coverage shall be free of any further
obligation under the
provisions hereof with respect of waiver of subrogation. Tenant acknowledges
that Owner will not carry
insurance or Tenant's furniture and/pr furnishing or any fixtures or equipment
improvements, or
removable by Tenant and agrees that Owner will not be obligate to repair any
damage thereto or replace
the same. Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that
the provisions of this article shall govern and control in lieu thereof.
Eminent Domain:
10. If the whole or any part of the demised premise shall be acquit or condemned
by Eminent Domain for any public or quasi public use or purpose then and in
that event the term of this lease shall cease and terminate form the date of
title vesting in such proceeding and Tenant shall have no claim for the value
of any unexpired term of said lease and assigns to Owner, Tenant's entire
interest in any such award. Tenant shall have the right to make an
independent claim to the condemning authority for the value of Tenant's
moving expenses and personal property, trade fixtures and equipment provided
Tenant is entitled pursuant to the terms of the lease to remove such
property, trade fixture and equipment at the end of the term and
proved further such claim does not reduce Owner's award.
Assignment Mortgage:
11. Tenant for itself, its heirs, distributors executors, administrators, legal
representative successor and
assigns expressly covenants that it shall not assign mortgage or encumber this
agreement not underlet or
suffer or pert the demised premises or nay part thereof to be used by others,
without the prior written
consent of Owner in each instance. Transfer of the majority of the stock of a
corporate Tenant on the
majority partnership interest of a partnership Tenant shall be deemed an
assignment. If this lease be
assigned or if the demise premise or any part thereof by underlet or occupied by
anybody other than
Tenant Owner may, after default by Tenant, collect rent form assignee,
under-tenant or occupant and
apply the net amount collected to the rent herein reserve but not such
assignment, underletting occupancy
or collection shall be deemed a waiver of this covenant or the acceptance of the
assignee, under-tenant or
occupant as tenant or a release of Tenant from the further performance by Tenant
of convenants on the
part of Tenant herein contained. The consent by Owner to an assignment or
underletting shall not in any wise be construed to relieve Tenant from
obtaining the express consent in writing of Owner to any further
assignment or underletting
Electric Current:
12. Rates and conditions in respect to submetering ore rent inclusion, as the
case may be, to be added in
RIDER attached hereto. Tenant covenants and agrees that at all time its use of
electric current shall not
exceed the capacity of existing feeders to the building or the risers or wiring
installation and Tenant may
not use any electrical equipment which, in Owner's opinion reasonable exercised
will overload such installations or interfere with the use thereof by other
tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss
damages or expenses, which Tenant may sustain.
Access to Premises:
13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised
premises in any emergency at any time and at other reasonable times to examine
the same and to make
such repairs replacements and improvements as Owner may deem necessary and
reasonably desirable to
the demised premises or to any other portion of the building or which owner may
deem necessary and
reasonably desirable to the demised premises or to any other portion of the
building or which Owner may
elect to perform. Tenant shall permit Owner to use and maintain and replace
pipes and conduits in and through the demised premises and to erect new pipes
and conduits therein provided they are concealed
within the walls, for floor, or ceiling. Owner may, during the progress of nay
work in the demised
premises take all necessary materials and equipment into said premises without
the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to
any damages by reason of loss or interruption of business or otherwise.
Throughout the term hereof
Owner shall have the right to enter the demised premises at reasonable hours for
the purpose of showing
the same to prospective purchasers or mortgagees of the building and during the
last six months of the
term for the purpose of showing the same to prospective tenants. If Tenant
is not present to open and permit an entry into the demised premises. Owner
or Owner's agents may enter the same whenever such entry may be necessary or
permissible by master key or forcibly and provided reasonable care
is exercised to safeguard Tenant's property, such entry shall not render Owner
or its agents liable therefor or, nor in any event shall the obligations of
Tenants hereunder be
affected. If during the last month of the term tenant shall have removed all or
substantially all of Tenant's property there from Owner may immediately enter,
alter, or
redecorated, renovate the demised premises without limitation or abatement of
rent, or
incurring liability to Tenants for any compensation and such act shall have no
effect on
this lease or Tenant's obligations hereunder.
Vault 14. No Vaults, vault space or area, weather or not enclosed or
covered, not Vault Space within the property line of the building is leased
hereunder, anything Area contained in or indicated on any sketch, blue print
or plan, or anything contained elsewhere in this lease to the contrary
notwithstanding. Owner makes no representation as to the location of the
property line of the building. All vaults and
vault space and all such areas not within the property line of the building,
which Tenant
may be permitted to use and/ or occupy, is to be used and/or occupied under a
revocable
license, and if any such license be revoked, or if the amount of such space or
area
be diminished or required by and federal, state or municipal authority or public
utility,
Owner shall not be subject to any liability nor shall Tenant be entitled to any
compensation or diminution or abatement of rent, nor shall such revocation,
diminution
or requisition be deemed constructive or actual eviction. Any tax, fee or charge
of
municipal authorities for such vault or area shall be paid by Tenant.
Occupancy 15. Tenant will not at any time use or occupy the demised premises
in
violation of the certificate of occupancy issued for the building of which
the demised premises are apart. Tenant has inspected the premises and accept
them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event Owners makes no representation as the condition of
the premises and Tenant agrees to accept the same subject to violations,
weather or not of record.
Bankruptcy 16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may can- called by Owner by the sending of a
written notice to
Tenant within a reasonable time after the happening of any one or more of the
following events: (1) the commencement of a case in bankruptcy or under the
laws of any state
naming Tenant as the debtor; or (2) the making of the tenant an assignment or
any other
arrangement for the benefit of the creditors under any state statue. Neither
Tenant nor
any person claiming through or under Tenant, or by reason of any statue or order
of court,
shall therefore be entitled to possession of the premises demised but shall
forthwith quit
and surrender the premises. If this lease shall be assigned in accordance with
its terms,
the provisions of this Article 16. shall be applicable only to the party then
owning
Tenant's interest in this lease.
(b) It is stipulated and agreed that in the event of the termination of this
lease pursuant to
(a) hereof, Owner shall forthwith, notwithstanding any other provisions of this
lease to
the contrary, be entitled to recover from Tenant as and for liquidated damage an
amount
equal to the difference between the rent reserved hereunder for the unexpired
portion of
the term demised and the fair and reasonable rental value of the demised
premises for the
same period. In the computation of such damages the difference between any
installment
of rent becoming due hereunder after the date of termination and the fair and
reasonable
rental value of the demised premises for the period for which such installment
was
payable shall be discounted to the date of termination at the rate of four
percent (4%) per
annum. If such premises or any part thereof be re-let the Owner for the
unexpired term of
said lease, or any part thereof before presentation of proof of such liquidated
damages to
any court, commission or tribunal the amount of rent reserved upon such
re-letting shall be deemed to be the fair an the reasonable rental value for
the part or the whole of the
premises so re-let during the term of the re-letting. Nothing herein contained
shall limit or
prejudice the right of the Owner to prove for and obtain as liquidated damages
by reason
of such termination an amount equal to the maximum allowed by the statue or rule
of law
in effect at the time when, and weather or not such amount be greater, equal to,
or less
that the amount of the difference referred to the above.
Default 17. (1) If Tenants defaults in fulfilling any of the covenants of
this lease
other then covenants for the payment of rent or additional rent, or if the
demises premises become vacant or deserted: or if any execution or attachment
shall be
issued against Tenant or any of Tenant's property whereupon the demised premises
shall
be taken or occupied by someone other than Tenants: or if this lease be rejected
under
$235 of Title 11 of the US Code: (bankruptcy code) or if Tenants shall fail to
move into or take possession of the premises within thirty (30) days after
the commencement of
terms of this lease, then, in anyone or more of such events, upon Owner serving
a written
fifteen(15) days notice upon, Tenant specifying the nature of said default and
upon the expiration of said fifteen (15) days, if Tenant shall have failed
to comply with
or remedy
such default, or if the said default or omission complained of shall be of
nature that the
same cannot be completed cured or remedied within said fifteen (15) day period,
and if
Tenant shall not have diligently commenced curing such default within such
fifteen (15)
day period, and shall not therefore with reasonable diligence and in good faith,
proceed to
remedy or cure such default, then Owner may serve a written five (5) days'
notice of
cancellation of this lease upon Tenant, and upon the expiration of five(5) days'
this lease
and the term thereunder shall end and expire as fully and completely as if the
expiration
of such five (5) day period were the day herein definitely fixed for the end
and expiration
of this lease and the term thereof and Tenant shall then quit and surrender
the demised premises to Owner but Tenant shall remain liable as hereinafter
provided.
(2) If the notice provided for in (1) hereof shall have been given, and the item
shall expire
as a foresaid: or if Tenant shall make default in the payment of the rent
reserved herein or
any item additional rent herein mentioned or any part of either or in make in
other
payment herein required: then and in any of such events Owner may without
notice, re- enter the demised premised either by force or otherwise, and
dispossess Tenant by
summary proceedings or otherwise, and the legal representation of Tenants or
other
occupant of demised premises and remove their effects and hold the premises as
if this
lease had not been made, and Tenant hereby waives the service of notice of
intention to
re-enter or to institute legal proceedings to that end. If Tenant shall make
default
hereunder prior to the date fixed to commencement of any renewal of extension of
this
lease, Owner may cancel and terminate such renewal or extension agreement by
written
notice.
Remedies of 18. in case of any such default, re-try, expiration and /or
dispossess
Owner and by summary proceedings or other wise, (a) the rent shall become
Waiver of due thereupon and be paid up to the time of such re-entry,
Redemption: dispossesses and/ or expiration, (b) Owner may re-let the premises
or otherwise, for a any part or parts thereof, either in the name of Owners
or otherwise, for a term or terms, which may at Owners option be less than or
exceed the period which would otherwise have constituted the balance of the term
of this
lease and may grant concessions or free rent or charge a higher rental than that
in this
lease, and/or Tenant or the legal representatives of Tenant shall also pay
Owner as Liquidated damages for the failure of Tenant to observe and perform
said Tenant's covenants herein contained any deficiency between the rent hereby
reserved and /or
covenanted to be paid and the net amount, if any, of the rents collected on
account of the
lease or lease of the demised premises for each month of the period which would
otherwise have constituted the balance of the term of this lease. The failure of
Owner to
re-let the premises or any part or parts thereof shall not release or affect
Tenant's liability
for damages, In computing such liquidated damages there shall be added to the
said
deficiency such expenses as Owner may incur in connection with re-letting, such
as legal
expenses, reasonable attorneys' fees, brokerage, advertising and for keeping the
demised
premises in good order or for preparing the same for the re-letting. Any such
liquidated
damages shall be paid in monthly installments by Tenants on the rent day
specified in this
lease and any suit brought to collect the amount of the deficiency for any month
shall not
prejudice in any way the rights of Owner to collect the deficiency for any
subsequent
month by similar proceeding. Owner in putting the demised premises in good order
or preparing the same for re-rental may, at Owners option, make such
alterations, repairs,
replacements, and/or decoration in the demised premises as Owner in Owner's sole
judgment, considers advisable and necessary for the purpose of re-letting the
demised
premises and the making of such alterations, repairs, replacement and/or
decorations
shall not operate or be construed to release Tenants from liability hereunder as
aforesaid.
Owner shall in no event liable in any way whatsoever for failure to re-let the
demised
premises, or in the event that the demised premises are re-let, for failure to
collected the
rent therefore under such re-letting, and in no event shall Tenant be entitled
to receive
any excess if any, of such net rents collects over the sums payable by Tenant to
Owner
here under. In the event of a branch or threatened breach by Tenant of any
of the covenant provisions or hereof, Owner shall have the right of
injunction and the right to
invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and
other remedies were not herein provided for, Mention in this lease of any
particular
remedy, shall not preclude Owner from any other remedy, in law or in equity.
Tenant
hereby expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted o dispossessed for
any cause,
or In the event of Owner obtaining possession of demised premises, by reason of
the
violation by Tenant of any of the covenants and conditions of this lease, or
otherwise.
Fees and. 19. If tenants shall default in the observance of performance
of any
Expenses term or covenant on Tenant's part to be observed or performed
under or by virtue of any of the terms or provisions in any article
of this lease, after notice if required and upon expiration of any applicable
grace period if
any, (except in an emergency) then, unless otherwise provided elsewhere in this
lease,
Owner may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder, if Owner, in connection with foregoing or in
connection
with any default by Tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including but
not
limited reasonable attorneys fees, in instituting, prosecuting or defending any
action or
proceeding, and prevails in any such action or proceeding then Tenants will
reimburse
Owner for such sums so paid or obligations incurred with interest and costs.
The foregoing expenses incurred by reason of Tenant's default shall be
deemed to be
additional rent hereunder and shall be paid Tenant to Owners within ten (10)
days
rendition of any xxxx or statement to Tenant therefor. If Tenants lease term
shall have
expired at the time of making of such expenditures or incurring of such
obligations, such
sums shall be recoverable by Owner, as damages.
Building 20. Owner shall have the right at any time without the same
constituting
Alteration an eviction and without the incurring liability to Tenant therefor
to change
and the arrangement and/or location of public entrances, passageways,
doors
Management doorways, corridors, elevators stairs, toilets or public parts of
the building and to change the name, number or designation by which the
building may be known.
There shall be no allowance to Tenant for diminution of rental value and no
liability on
the part of Owner by reason of inconvenience, annoyance or injury to business
arising
from Owner or other Tenants making any repairs in the building or any such
alterations,
additions, and improvements. Further more, Tenants shall not have any claim
against
Owner by reason of Owner's imposition of such control of the manner of access to
the
building by Tenants social or business visitors as the Owner may deem necessary
for the
security of the building and its occupants.
No Repre- 21. Neither Owner nor Owners agents have made any representations
sanitations promises with respect to the physical conditions of the building,
the land
by Owner upon which it is erected or the demised premises, the rents lease,
expenses
of operation or any other matter or thing affecting or related to the premised
expected as
here expressly set forth and no rights, casements or licenses are aquited by
Tenant by
implications or otherwise except as expressly set forth in the provision of this
lease.
Tenants has inspected the building and the demised premises and is thoroughly
acquaited
with their condition and agrees to take the same "as is" and acknowledges that
the taking
of possession of the premises by Tenants shall be conclusive evidence that the
said
premises and the building of which the same from a part were good and
satisfactory
condition at the time such possession was so taken, except s to Tenant defects.
All
understanding and agreements heretofore made between the parties hereto are
merged in
this contract, which alone fully and completely expresses the agreement between
owner
and Tenant and any executory agreement hereafter made shall in ineffective to
change,
modify, discharge or effect an abandonment of it in whole or in part, unless
such
executory agreement in writing and signed by the party against whom enforcement
of the
charge, modification, discharge or abandonment is sought.
End of 22. Upon the expiration or other termination of the term of this
lease
Term Tenant shall quit and surrender to Owner the demised premises,
broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease expected, and Tenant
shall remove
all its property, Tenant's obligation to observe or perform this covenant shall
survive the
expiration or other termination of this lease. If the last day of this lease or
any renewal
thereof, fall on Sunday this ease shall expire at noon on the proceeding
Saturday unless it
be a legal holiday in which case it shall expire at noon on the proceeding
business day.
Quiet 23. Owners covenants and agrees with Tenants that upon Tenant
paying
Enjoyment: rent and additional rent and observing and performing all the
terms, covenants and conditions on Tenant's part to be observed and performed,
Tenants may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless to the terms and conditions of this lease including, but not
limited to Article
31 hereof and to the ground lease, underlying lease and mortgages hereinbefore
mentioned.
Failure 24. if Owners is unable to give possession of the demised premises
on the
to Give date of the commencement of term hereof, because of the holding-over
or
Possession retention of possession of any tenant, undertenant or occupants or
if the
demised premises are located in the building being constructed,
because such building has not been sufficiently completed to make the
premises ready for occupancy or because of the fact that a certificate of
occupancy has not been procured or
for any other reason, Owners shall not be subject to any liability for failure
to give
possession on said date and the validity of the lease shall not be impaired
under such
circumstances, not shall the same be construed in any wise to extend the term of
this
lease, but the rent payable hereunder shall be abated (provided Tenant is not
responsible
for Owner's inability to obtain possession or complete construction) until after
Owner
shall have given Tenant written notice that the Owner is able to deliver
possession in
condition required by this lease. If permission is given to Tenant to enter into
the
possession of the demised premises or occupy premises other than the demised
premises prior to the date specified as the commencement of the term of this
lease, Tenant covenants and agrees that such possession and/or occupancy
shall be deemed to be under
all terms, covenants, conditions and provisions of this lease except the
obligation to pay
the fixed annual rent set forth in the preamble to this lease. The provision of
this article
are intended to constitute "an express provision to the contrary" within the
meaning of
Section 223-a of the New York Real Property law.
No Waivers 25. The failure of Owner to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of
this lease or of any of the Rules or Regulation, set forth or hereafter adopted
by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation
from having all the force and effect of an original violation. The receipt by
Owner of rent
and/or additional rent with knowledge of the breach of any covenant of this
lease shall
not be deemed waiver of such breach and no provision of this lease shall be
deemed to
have been waived by Owner unless such waiver be in writing signed by Owner. No
payment by Tenant or receipt by Owner of a lesser amount that the monthly rent
herein
Stipulated shall be deemed to be other that on account of the earlier stipulated
rent, nor
shall any endorsement or statement of any check or any letter accompanying any
check or
payment as rent deemed an accord and satisfaction, and Owner may accept such
check or
payment without prejudice to Owner's right to recover the balance of such rent
or pursue
any other remedy in this lease provided. No act or thing done by Owner or Owners
agents
during this term hereby demised shall be deemed an acceptance of surrender of
said
premises and no agreement to accept such surrender shall be valid unless in
writing
signed by Owner. No employee of Owner or Owner's agent shall have any power to
accept the keys of said premises prior to the termination of the lease and the
delivery of
keys to any such agent or employee shall nor operate as a termination of the
lease or a
surrender of the premises.
Waiver of 26. It is mutually agreed by and between Owners and Tenants that
Trail by Jury: the respective parties hereto shall and they hereby do waiver
trial
by jury in any action proceeding or counterclaim brought by either
of the parties hereto against the other (except for personal injury or property
damage) on
any matter whatsoever arising out of or way connected with this lease, the
relationship of
Owner and Tenant, Tenant's use of or occupancy of said premises, and any
emergency
statutory or any other statutory remedy. It is further mutually agreed that in
the event
Owner commences any proceeding or action for possession including a summary
proceeding for possession of the premises. Tenant will not interpose any
counterclaim of
whatever Nature or description in any such proceeding including a counterclaim
under
Article 4 except for statutory mandatory counterclaims.
Inability to 27. This Lease and the obligation of Tenant to pay rent hereunder
and
Perform perform all of the other covenant and agreement hereunder on part
of
Tenant to be performed in no wise be affected, impaired or excused because Owner
is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in
supplying
any service expressly or impliedly to be supplies or is unable to make, or is
delayed in
making any repair, additions alteration or decorations or is unable to supply or
delayed in
supplying any equipment, fixture or other material if Owner is prevented or
delayed from
so doing reason of strike or labor trouble or any cause whatsoever including,
but not
limited to government preemption or restrictions or by reason of any rule, order
of
regulation of any department or subdivision thereof any government agency or by
reason
of the conditions which have been or are affected, either directly or
indirectly, by war or
other emergency.
Xxxx and 28. Expect as otherwise in this lease provided a xxxx, statement,
notice or
Notice communication which Owners may desire or to required to give to
Tenant,
shall be deemed sufficiently given or rendered if, in writing delivered to
Tenant personally or sent by registered or certified mail address to Tenant at
the building
of which the demised premises from a part or at the last known residence address
or
business address Tenant or left at any of the aforeside premises addressed to
Tenant, and
the time of the rendition of such xxxx or statement and of the giving of such
notice or
communication shall be deemed to be time when the same is delivered to Tenants,
mailed, or left at the premises as herein provided. Any notice by Tenant to
Owner must
be served by registration or certified mail addressed mail to Owner at the first
hereinabove given or such other address, as Owner shall designate by written
notice.
Services 29. As long as Tenant is not in default under any of the covenants
of this
Provided by lease beyond the applicable grace period provided in this lease for
the
Owner curing of such default, Owner shall provide: (a) necessary
elevator
facilities on business days from 8 am to 6 pm and have one elevator
subject to call at all other times (b) heat to the demised premises when and as
required by
law, on business days from 8 am to 6 pm; water for ordinary lavatory purposes,
but if
Tenant uses or consumes water of any other purposes or in unusual quantities (of
which
fact Owner shall be the sole judge). Owner may install a water meter at Tenant
is expense
which Tenant shall therefore maintain at Tenant's expense in good working order
and
repair register such water consumption and Tenant shall pay or water consumed as
shown
on said meter as additional rent as and when bills rendered. (d) cleaning
service for the
demised premises on business days at Owner's expense provided that the same are
kept
in order by Tenant. If however, said premises are to be kept clean by Tenant, it
shall be
done at Tenant sole expense, in a manner reasonable satisfactory to Owner and no
one
other than persons approved by Owner shall be permitted to enter said premises
or the
building of which they are a part for such purpose. Tenant shall pay Owner the
cost of
removal of any of Tenant's refuse
and rubbish from the building: (e) if the demised premises are service by
Owner's air-
conditioning/cooling and ventilation system, air-conditioning/cooling will be
furnished to
Tenants from May 15th through September 30th on business days (Mondays through
Fridays, holidays excepted) from 8:00 am to 6:00 pm and ventilation will be
furnished on
business days during the aforesaid hours except when air conditioning/cooling is
being
furnished as aforesaid. If Tenant requires air conditioning/cooling or
ventilation for more
extended hours or Saturdays, Sundays or on holidays, as defined under Owner's
contract
with Operating Engineers Local 94-94A. Owner will furnish the same at Tenant
expenses.
Rider added to be added in respect to rates and conditions for such
additional service: (f) Owner reserves the right to stop services of heating,
elevators,
pluming, air conditioning, electric, power systems or cleaning of other
services, if any,
when necessary by reason of accident or for repairs, alterations, replacement
or
improvements necessary or desirable in the judgment of Owner for as long as may
be
reasonably required by reason thereof, If the building of which the demised
premises are
a part supplies manually operated elevator service, Owner at any time may
substitute
automatic control elevator service and proceed diligently with alteration
necessary
therefor without in any wise affecting this lease or the obligation of Tenant
hereunder.
Captions; 30. The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope of
this lease not the intent of any provisions thereof.
Definitions: 31.The term "office" or 'offices" wherever used in this lease,
shall
be a construed to mean premises used as a store or stores
for the sale or display, at any time of good, wares or
merchandises, of any kind, or as a restaurant, shop, booth, bootblack, or other
stand,
xxxxxx shop, or for other similar purposes or for manufacturing. The term
"Owner" means
a landlord or lesser, and as used in this lease means only the owner, the
mortgage in
possession, for the time being of the land and building (or the owner of a lease
of the
building or of the land and building) of which the demises premises from a part,
so that in
the event of any sale or sales of said land and building or of said lease, or in
the event of a
lease of said building, or of the land and building, the said Owner shall be and
hereby
entirely freed and retrieved of all covenants and obligations of Owner
hereunder, and it
shall be deemed and constructed without further agreement between the parties or
their
successors in interest, or between the parties and the purchaser, at any such
sale, or the
said lessee of the building, or of the land and building, that the purchaser or
the lessee of
the building has assumed and agreed to carry out any and all covenants and
obligation of
Owner, hereunder. The words "re-enter" and "re-entry " as used in this lease are
not
restricted to their technical legal meaning.
The term " business days" as used in this lease shall exclude Saturday, Sunday
and all
days as observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable Building service union employees
service
contract or by the applicable Operating Engineers contact with respect to HVAC
service.
Whatever it is expressly provided in this lease that consent shall not be
unreasonable
withheld, such consent shall not be unreasonable delayed.
Adjacent: 32. If an excavation shall be made upon land adjacent the
Excavation demised premises, on or shall be authorized to be made. Tenant
Shortage shall afford to the person Shortage causing or authorized to
cause such excavation; license to enter upon the demised premises for the
purpose of
doing such work as said person shall deemed necessary preserve the wall of the
building
of which demised premises from a part from injury or damage and to support the
same by
proper foundation without any claim for damages or indemnity against Owner, or
diminution or abatement of rent.
Rules and 33. Tenant and Tenants servants, employees agents, visitors,
Regulation and licenses shall observed faithfully, and comply strictly with,
the
Rules an Regulations and such other further reasonable Rule and regulations as
Owner
and Owners agents may from time to time adopt. Notice of any additional rules or
registration shall be given in such manner as Owner may elect. In case Tenants
disputes
the reasonableness of any additional rule or Regulation hereafter made or
adopted by
Owner or Owner's agents, the parties hereafter agree to submit the question of
the
Reasonableness of such Rules or Regulations for decision to the New York office
of the
American Arbitration Association, whose determination shall be final and
conclusive,
upon the parties hereto. The right to dispute the reasonableness of any
additional Rules or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted
by service of a notice, in writing upon Owner with fifteen (15) days after the
giving of
notice thereof. Nothing.
RIDER OF THE LEASE DATED THE 8th DAY OF JULY OF 1999, BETWEEN
A.M. PROPERTY HOLDING CORPORATION AS AN AGENT FOR 65
BROADWAY CO., LLC AS LANDLORD AND BOOKDIG I XXXX.XXX INC.,
AS TENANT.
1. NO CONFLICT: Wherever the terms, Covenants and conditions contained in the
printed
portion of this Lease shall be in conflict with any of the terms, covenants and
conditions of this
Rider, the additional clauses shall prevail.
2. DEFINITIONS AND CAPTIONS: As used in this Lease, each number (singular and
plural)
shall include all numbers and each gender shall include all genders. The
captions headings,
and marginal notes throughout this Lease are for convenience of reference only
and the
words contained therein shall in no way be held or deemed to define, limit,
explain, modify,
amplify, or add to the interpretation, construction, or meaning of an),
provision of, or the scope
or intent of, this Lease, nor in any way affect this Lease. Except as otherwise
expressly stated,
each payment provided to be made by the Tenant shall be in addition to, and not
in
substitution for, all other payments to be made by the Tenant to Landlord. The
term"PERSON"
used herein means person, firm, association, or corporation, as the case may be.
3. GOVERNING LAW AND SEVERABILITY: The laws of the State of New York shall
govern the validity, performance, and enforcement of this Lease. The invalidity
or
unenforceability of any provision of this Lease shall not affect or impair any
other provision. It
any provision of this Lease is capable to two constructions, one of which would
render the
provision invalid and the other of which would make the provision valid, then
the provisions shall have the other meaning which renders it valid.
4. ELECTRIC: If electric current is supplied by Landlord, Tenant covenants and
agrees to
purchase the same from the Landlord or Landlord's designated agent at charge
terms and
rates equal to Landlord's ACTUAL cost for electric consumed by Tenant, plus 12%.
Said
charges may be revised by Landlord in order to maintain the return to Landlord
produced
under the foregoing in the event that the Public Service Commission approves
changes in the
service classifications, terms, rates or charges for such public utility during
the term hereof.
Where more than one meter measures the service of the Tenant in the building,
the services
rendered through such meter may be computed and billed separately in accordance
with the
rate herein. Bills therefore shall be rendered at such times as Landlord may
elect. Landlord
and its agents shall not in any way be liable or responsible to Tenant for any
loss, damage or
expense which Tenant may sustain or incur if either the quantity or character of
electric
services is changed or is no longer available or suitable for Tenant's
requirements. Any riser
or risers to supply Tenant's electrical requirements, upon written request of
Tenant, will be
installed by Landlord, at the sole cost and expense of Tenant, if in Landlord's
sole judgment,
the same are necessary and will not cause permanent damage or injury to the
building or
demised premises or cause or create a dangerous injury to the building or
demised premises
or cause or create a dangerous or hazardous condition or entail excessive or
unreasonable
alterations, repairs or expense or interfere without disturb other tenants or
occupants. In
addition to installation of such riser or risers, Landlord will also at Tenant's
sole expense,
install all other equipment proper and necessary in connection therewith subject
to the
aforesaid terms and conditions. Tenant covenants and agrees that at all times
its use of
electric current shall never exceed the capacity of existing feeders to the
building or the risers
or wiring installations. It is further covenanted and agreed by the Tenant to
pay Landlord
within FIVE (5) days after rendition of any xxxx or statement to the Tenant
therefore, even it
said xxxx is rendered on advance of said installations. If any tax is imposed
upon the Landlord's
receipts from the sale or resale of electrical energy or gas or telephone
service to Tenant by
any Federal, State or Municipal Authority, Tenant covenants and agrees that,
where permitted
by law, Tenant's pro-rata share of such taxes shall be passed on to and included
in the xxxx of,
and paid by Tenant to Landlord. Landlord's failure during the term of this Lease
to prepare
and deliver any such statements or bills under this Paragraph, or any provisions
of this Lease,
shall not in any way be deemed a waiver of or cause Landlord to forfeit or
surrender its rights
to xxxx Tenant or collect same, including, but not limited to, the Fixed Annual
Rent or any
amount of Additional Rent, as the case may be, which may have become due
pursuant to this
Lease. Tenant's liability for any amounts due under this Paragraph shall survive
the expiration
or sooner termination of this Lease. If either the quantity or character of the
electrical service
is changed by the utility company supplying electrical service to the Building
or is no longer
available or suitable for Tenant's requirement, no such change, unavailability
or unsuitability
shall constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any
abatement of diminution of the fixed annual rent or additional rent, or relieve
Tenant from any
of its obligations under this Lease or impose any liability upon Landlord, or
its agents, by
reason of inconvenience or annoyance to Tenant, or injury to or interruption of
Tenant's
business or otherwise. The foregoing arrangement shall also apply to the cost
for electric
consumed by Tenant to operate its air condition unit(s).
5. REAL ESTATE TAX ESCALATION:
a. Tenant shall pay, as additional rent, .53% of any and all increases in real
estate taxes
covering the land and the building of which the demised premises form a part.
Said increases
shall be the difference between the amount charged during any Tax Year and the
amount
charged during the Base Tax year.
b. Tax year shall mean each period of twelve (12) months commencing on the first
day
of July in which occurs any part of the term of this Lease or any such other
period of (12)
twelve months occurring during the term of this Lease as hereafter may be
adopted as the
fiscal year for real estate tax purposes of the City of New York or any other
governmental
authority.
c. Base Tax year shall mean the Tax Year 1999-00.
d. Tenant shall pay, as additional rent, .53% of any costs and expenses
including,
without limitation, reasonable counsel fees incurred by Landlord which result in
a reduction of
the assessed value of the land and the building as proposed by the City of New
York or any
other governmental authority for any Tax Year after the Base Tax Year to the
extent same do
not exceed the amount of any refund obtained as a result of such reduced
valuation.
Moreover, in the event Landlord obtains a refund under this Article, Landlord
shall pay a
portion of such refund to Tenant in the same proportion as the original tax was
paid by Tenant
to Landlord, less the cost of obtaining such refund, including Landlord's legal
fees, if said cost
was not paid by Tenant heretofore, but nothing herein contained shall be
construed to give
Tenant the right to seek a reduction in tax nor the Landlord an obligation to do
so.
e. Payment of additional rent pursuant to this Article shall be made within
five (5) days
of written demand by Landlord to Tenant.
f. The term "real estate taxes" shall mean all taxes assessed or imposed at any
time by
the City of New York or by any other governmental authority upon or against the
land and/or
building of which the demised premises form a part, and also any tax or
assessment levied,
assessed or imposed at any time by any governmental authority in connection with
the receipt
of income rents from said land and/or building. If due to a future change in the
method of
taxation, or in the taxing authority, a franchise, license, income, transit,
profit or other tax, fee,
or governmental imposition, however designated, shall be, levied, assessed or
imposed
against Landlord in substitution, in whole or in part, for the real estate
taxes, or in lieu of,
additional real estate taxes, then such franchise, license, income, transit,
profit, or other tax,
fee or governmental imposition shall be deemed to be included within the
definition of "real
estate taxes" for the purposes hereof.
g. any delay or failure of Landlord in billing any amount payable under this
Article shall
not constitute a waiver or in any way impair the continuing obligation of Tenant
to make
payments hereunder.
6. INSURANCE: Tenant, at its sole cost and expense, shall maintain at all times
during the
term of this Lease and at all times when Tenant is in possession of the demised
premises, a
commercial policy of general liability insurance in which Landlord, Landlord's
managing agent
and Tenant are the named insureds for any and all claims arising during the term
of this Lease
for damages or injuries to inventory, fixtures, goods, wares, merchandise and
property and/or
for any personal injury or loss of life, in, upon, or about the demised
premises, protecting
Landlord, Landlord's managing agent, any Superior Lessor, any mortgagees
designated by
Landlord, and Tenant against any liability whatsoever occasioned by accidents on
or about
the demised premises or any appurtenances thereto. Such policy is to be written
by a good
and solvent insurance company, satisfactory to Landlord, in the amount of TWO
MILLION
DOLLARS ($2,000,000.00) per occurrence (combined single limit), FOUR MILLION
DOLLARS ($4,000,000.00) in aggregate. Tenant agrees to deliver to Landlord a
certificate of
endorsement of the aforesaid insurance policy and upon Tenant's failure to
provide and keep
in force the aforementioned insurance, it shall be regarded as a material
default, entitling
Landlord to exercise any and all remedies provided by this Lease.
a. Tenant shall deliver to Landlord such policies or certificates of such
policies prior to
the commencement of the term of this Lease. Tenant shall deliver to Landlord and
any
additional named insureds all renewal policies or certificates at least thirty
(30) days prior to
written notice of such cancellation or modification, including, without
limitation, any such
cancellation resulting from non-payment of premiums. Landlord shall have the
right at any
time to reasonably require Tenant to increase the amount of insurance maintained
by Tenant
under this Article, so that the amount thereof, as reasonably determined by
Landlord,
adequately protects the interests of Landlord.
b. Tenant shall obtain, at its own cost and expense, naming both Landlord,
Landlord's
managing agent, and Tenant as named insureds, theft and fire insurance for all
personal
property which may be affixed to the realty now located in the leased premises
and including
any future installations.
c. Notwithstanding anything herein to the contrary, nothing herein shall
prevent
Landlord from recovering in the event of fire or loss under Landlord's fire or
other insurance
coverage for all betterments and improvements by Tenant so affixed to the
demised premises
as to be considered part of the realty under the law.
d. Tenant hereby releases Landlord, Landlord's partners or principals, disclosed
or
undisclosed, and its agents. and their respective employees in respect to any
claim occurring during the
term of this Lease and normally covered under a property, theft or fire
insurance policy with extended
coverage endorsement in the form normally used in respect to similar property in
New York County.
This waiver shall include any claim, including a claim for negligence, which
Tenant might
otherwise have against Landlord, Landlord's partners or principals, disclosed or
undisclosed,
and its agents and their employees for loss, damage or destruction with respect
to Tenant's
property by fire or other casualty (including rental value or business
interest).
e. As required by Landlord, Tenant shall be required to use its insurance
proceeds
towards replacing and restoring all betterments and improvement in the demised
premises.
f. Tenant acknowledges that Landlord will not carry insurance on Tenant's
furniture
and/or furnishings or any fixtures or equipment, improvements of appurtenances
removable
by Tenant and agrees that Landlord will not be obligated to repair any damage
thereto or
replace the same, except as provided by the relevant portions of the New York
General
Obligations Law
7. CLEANING, RUBBISH, REMOVAL AND ODORS
a. Landlord shall provide to Tenant free of charge daily garbage collection and
weekly
cleaning and vacuuming of the demised premises, provided however, that in the
event that
Landlord is temporarily unable to provide said service during the Lease term,
said inability
shall not constitute a ground for Tenant to withhold payment of all rent and
additional rents
due to Landlord under the terms of this Lease.
b. Tenant shall, in a manner satisfactory to Landlord, cause the demised
premises thereof to be neat and orderly. Tenant shall not permit any unusual or
noxious odors to
emanate from the demised premises. Tenant will, within ten (10) days after
written notice from
Landlord setting forth the specific condition complained of by Landlord, install
at its own cost
and expense, reasonable control devices or procedures to eliminate such odors,
if any. In the
event such condition is not remedied within said ten-day period, Landlord may,
at its
discretion, either (a) cure such condition and thereafter add the cost and
expense incurred by
Landlord therefore to the next monthly rental to become due and Tenant shall pay
said
amount as additional rent; or (b) treat such failure on Tenant's part to
eliminate such noxious
odors as a material default hereunder entitling Landlord to exercise any of its
remedies under
the terms of this Lease. Landlord shall have the right to enter the demised
premises upon
reasonable, notice to inspect same and ascertain whether they are clean and free
of odors.
c. Tenant covenants that it will hold Landlord harmless against all claims,
damages or
causes of action for damages arising after the commencement of the term of this
Lease and
will indemnify Landlord for all such suits, orders or decrees and judgments
entered thereon
brought on account of any such permeating from the demised
premises of unusual or objectionable odors or otherwise, and Tenant shall
further covenant to
pay Landlord's reasonable attorney's fees and expenses made necessary in
connection with
any claim or suit as aforesaid. If Landlord requires Tenant to install
reasonable control devices
or procedures to eliminate such odors, the material, size and location of such
installations
shall not commence until plans and specification therefore have been submitted
to and
approved by Landlord.
8. SORTING AND SEPARATION OF REFUSE AND TRASH: Tenant covenants and agrees,
at its sole cost and expense, to comply with all present and future laws, orders
and regulations
of all state, federal, municipal and local governments, departments, commissions
and boards
regarding the collection, sorting, separation and recycling of all waste
products, garbage,
refuse and trash, and otherwise. Tenant shall pay all costs, expenses, lines,
penalties or
damages which may be imposed on Landlord or Tenant by reason of Tenant's failure
to
comply with the provisions of this Article, and, at Tenant's sole cost and
expense, shall
indemnity defend and hold Landlord harmless (including legal fees and expenses
from and
against any actions, claims and suits arising from such noncompliance, utilizing
counsel
satisfactory to Landlord.
9. EXCULPATION: Tenant shall only look to Landlord's estate and property in the
Building for
the satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process)
requiring the payment of money by Landlord or its agents in the event of any
default or breach
by Landlord hereunder, and to no other property or assets of Landlord or its
agents, partners,
or principals, disclosed or undisclosed, for lien, levy, execution or other
enforcement
procedure for the satisfaction of Tenant's remedies under or with respect to
this lease, the
relationship of Landlord and Tenant hereunder or tenant's use or occupancy
of the demised
promises; and if Tenant hereunder shall acquire a lien on such property or other
assets by
judgment or otherwise, Tenant shall promptly release such lien by executing and
delivering to
Landlord an instrument to that effect prepared by Landlord.
10. INDEMNIFICATION: Tenant agrees to indemnify and save Landlord harmless
against and
from any and all claims by or on behalf of any person or persons, firm or firms
corporation or
occurrence whatsoever done by or on behalf of Tenant or Tenant's agents,
contractors,
servants, employees, invitees, or licensees, in or about the demised premises,
and will further
indemnify and save Landlord. harmless against and from any and all claims
arising from any
breach or default on the part of Tenant in the performance of any covenants or
agreements on
the part of Tenant to be performed, pursuant to the terms of the Lease, or
arising from any act
or negligence to Tenant, or any of its agents, contractors, servants, employees,
invitees, or licensees, and
from and against all costs, reasonable counsel fees, expenses and liabilities
incurred in or about any such
claim or action or proceeding brought thereon; and in any action or proceeding
that be brought against
Landlord by reason of any such claim, Tenant, upon notice from Landlord ,
covenants to defend, at
Tenant's expense, such action or proceeding by counsel reasonably satisfactory
to Landlord whose consent
shall not be unreasonably withheld.
11. TENANT'S REPRESENTATION:
a. Tenant covenants that it will not do or suffer to be done in or upon said
premises any
act or thing which shall damage the Landlord or its tenants, and covenants that
no business
shall be carried on, nor any act or acts suffered or permitted to be done on
said premises that
in any manner conflicts with, or is contrary to, any law.
b. Tenant agrees that the value of the demised premises and the reputation of
Landlord
will be seriously injured if the premises are used for any obscene or
pornographic purposes or
any sort of commercial sex establishment. Tenant agrees that Tenant will not
bring or permit
any obscene material on the premises, and shall not permit or conduct any
obscene, nude, or
semi-nude live performances on the premises, nor permit use of the premises for
nude
modeling, rap sessions, or as a so-called rubber-goods shop, or as a sex club of
any sort, or
as a "massage parlor." Tenant agrees further that Tenant will not permit any of
these uses by
any sub lessee or assignee of the promises. Tenant agrees that it at any time
Tenant violates
any of the provisions of this Article, such violation shall be deemed a breach
of a substantial
obligation of the ease.
c. Tenant warrants, represents and agrees that it has no claims or causes of
action
against Landlord, Landlord's principals or agents for any reason whatsoever.
Moreover, in
further consideration for this Lease herein, Tenant and its principals hereby
release Landlord,
Landlord's principals and agents from any and all claims and/or causes of
action, it any, that
Tenants may have against them, from the beginning of time until the date of the
signing of this
Lease.
12. WAIVER OF COUNTERCLAIMS: Tenant hereby waives its right and agrees not to
interpose any counterclaim or set off, of whatever nature or description, in any
actions or
proceedings which may be commenced by Landlord against Tenant to recover rent,
additional
rent, other charges, or for damages or in connection with any matters or claims
whatsoever
arising out of or in any way connected with this Lease, or any renewal,
extension, holdover, or
modification thereof, the relationship of Landlord and Tenant, or Tenant's use
or occupancy of
said promises. This clause, as well as the "waiver of jury trial" provision of
this Lease shall
survive the expiration, early termination, or cancellation of this Lease or the
term thereof.
Nothing herein contained, however, shall be construed
-7-
as a waiver of Tenant's right to commence a separate action on a bona fide claim
against
Landlord.
13. BUILDING DIRECTORY AND SIGNAGE:
Tenant shall be provided one listing on the Directory in the lobby of the
building. The costs of
changing any such listings during the duration of this lease are to be borne by
the tenant.
Tenant shall be provided one listing on the floor Directory. Tenant shall be
provided a sign
publishing it's occupancy uniform to and similar in nature and size to those
signs used
throughout this building, on it's entrance door or in proximity to it's doorway.
14. TENANT'S CERTIFICATE: Tenant shall, without charge, at any time and from
time to
time, within ten (10) days after request by Landlord, certify by written
instrument to be
prepared by Landlord, duly executed, acknowledged and delivered to any
mortgagee, assignee, or any mortgagor or purchase, or any proposed mortgagee,
assignee of any
mortgagor or purchaser, or any other person, firm or corporation specified by
Landlord: a. that
this Lease is unmodified and in full force and effect (or, if there has been
modification, that the
same is in full force and affect as modified and stating the modification); b.
Whether or not to
Tenant's knowledge there are any existing claims against Landlord or any
defenses, which
would prohibit or prevent Landlord from enforcing the provisions of this Lease;
and c. the
dates, if any, to which the rental and other charges hereunder have been paid in
advance.
15. ASSIGNMENT AND SUBLETTING:
a. In the event that Tenant desires to assign this Lease or to sublet all or any
part of the
demised premises, Tenant shall, before proceeding to attempt to so assign or
sublet, notify
Landlord in writing, served with proof of delivery, of its desire and so offer
to vacate the space
which it desires to sublease (whether all or part of the demised premises) or
the entire
demised premises (in the case of an assignment) and to surrender the same to
Landlord. In
the event that Landlord does not, in writing served with proof of delivery,
accept the foregoing
offer of Tenant within 45 days after said writing is delivered to Landlord,
Tenant may proceed
to attempt to assign or sublet the demised premises in accordance with the
provisions that
follow hereinafter.
b. Tenant, for itself, its heirs, distributees executors, administrators, legal
representatives, successors and assigns, expressly covenants that it shall not
assign, or
mortgage or otherwise encumber, all or any part of its interest in this Lease,
sublet the
demised premises, in whole, or suffer or permit the demised premises or any part
thereof to
be used by other, without the prior written consent of Landlord in each
instance. if Tenant shall
desire to assign its interest in this Lease or to sublet aII of the Demised
Premises, Tenant
shall submit to Landlord a written request for Landlord's consent to such
assignment or
subletting which shall be accompanied by the following information: (i) the name
and address of the
proposed assignee or subtenant; (ii) if Tenant desires to sublet a portion of
the demised premises, a
description of the portion to be sublet together with a floor plan thereof,
(iii) the terms and
conditions of the proposed assignment or subletting; Bolivia the nature and
character of the
business of the proposed assignee or subtenant and its proposed use of the
Demised
Premises and (v) the current financial information and any other information
Landlord may
reasonably request with respect to the proposed assignee or subtenant. Landlord
shall not
unreasonably withhold its consent to the proposed assignment or subletting for
the use
permitted in this Lease provided that:
(1) The demised premises, shall not, without Landlord's prior consent, have been
listed or
otherwise publicly advertised for assignment or subletting at a rental rate
lower that the higher
of (a) the Fixed Annual Rent and all Additional Rent then payable or (b) the
then prevailing
rental rate for other space in the Building, the Tenant shall not enter into any
sublease at a
lower rental rate than the Fixed Annual Rent and all Additional Rent then
payable absent landlord's consent;
(2) Tenant shall not be in default hereunder.
(3) The proposed assignee or subtenant shall have a financial standing, be of a
character, be
engaged in a business, and propose to use the Demised Premises in a manner
consistent
with the permitted use(s) and in keeping with the standards of the Building and
shall be a
white-collar businessperson operating a fully legal business concern.
(4) The proposed assignee or subtenant shall not then be a tenant, subtenant or
assignee of
any space in the Building, nor shall the proposed assignee or subtenant to the
knowledge of
the tenant be a person or an entity with whom Landlord is then negotiating to
lease space in
the Building, or has negotiated within the prior six months. Such a prior
contact between the
landlord and the proposed assignee or subtenant shall constitute good cause for
the
landlord's objection to the assignment or sub tenancy and shall be considered by
the parties
to be a bar to such a sub tenancy or assignment.
(5) In the case of a subletting, the subtenant shall be expressly subject to all
obligations of
Tenant under this Lease and the further condition and restriction that such
sublease shall not
be assigned, encumbered or otherwise transferred or the Demised Premises further
sublet by
subtenant in whole or in part, or any part thereof suffered or permitted by the
subtenant to be
used or occupied by others, without the prior consent of the Landlord in each
instance.
(6) No subletting shall and later than on:, (1) day before the Expiration Date
of this Lease.
(7) At no time shall Tenant be permitted to sublet or assign any portion of the
premises more
than six times
(8) Tenant shall reimburse Landlord on demand for any costs, including
reasonable attorney's
fees and disbursements that may be incurred by Landlord in connection with
Tenant's request for
assignment or sublease.
c. Tenant shall deliver to Landlord a copy of each sublease or assignment made
hereunder within ten (10) days after the date of its execution. Tenant shall
remain fully liable
for the performance of all of the Tenant's obligations hereunder notwithstanding
any subletting
or assignment provided for herein and, without limiting the generality of all
acts and omissions
of any subtenant, assignee or anyone claiming by, through, or under any
subtenant or
assignee which shall be in violation of any of the obligations of this Lease,
and any such
violation shall be deemed to be a violation by the Tenant. Notwithstanding any
assignment
and assumption by the assignee of the obligations of the Tenant hereunder,
Tenant herein
named, and each immediate or remote successor in interest of Tenant herein
named, shall
remain jointly and severably (as a primary obligor) liable with assignees and
all subsequent
assignees for the performance of Tenant's obligations hereunder, and shall
remain
fully and
directly responsible and liable to Landlord for all acts and omissions on the
part of any
assignee subsequent to it in violation of any of the obligations of this Lease.
d. Notwithstanding anything to the contrary contained in this Lease, no
assignment of
Tenant's interest in this Lease shall be binding upon Landlord unless the
assignee, and, if the
assignee is a partnership, the individual partners thereof, shall execute and
deliver to Landlord
an agreement, in recordable form whereby such assignee agrees unconditionally to
sign a
limited guarantee in the form annexed hereto and to perform all the obligations
of Tenant
hereunder and further expressly agrees that notwithstanding such assignment the
provisions
of this Article shall continue to be binding upon such assignee with respect to
all future
assignments and transfers.
e. Any transfer by operation of law or otherwise of the interest of Tenant in
this Lease
(in whole or in part) or of a fifty (50%) percent or greater interest in Tenant
(whether stock,
partnership interest or otherwise) shall be deemed an assignment of this Lease
within the
meaning of this Article. (The issuance of shares of stock to other than the
existing shareholder
shall be deemed to be a transfer of such stock for the purposes of this
Article).
If there has
been a previous transfer of less than fifty (50%) percent interest in Tenant,
any other transfer
of an interest in Tenant which would then result in an aggregate transfer of
greater than fifty
(50%) percent interest in Tenant shall all be deemed an assignment of the
interest of Tenant
in this Lease within the meaning of this Article. Tenant warrants and represents
the present
shareholders of any outstanding shares of stock of the corporate Tenant is/are
the following:
XXX X. XXXX.
f. In the event that Tenant fails to execute and deliver any assignment or
sublease to
which Landlord consented under the provisions of this Article within forty-five
(45) days after
the giving of such consent, then Tenant shall again comply with all of the
provisions of this Article
before assigning its interest in this Lease or subletting the Demised Premises.
g. The consent of Landlord to an assignment or a subletting shall not relieve
Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or
subletting.
h. If Tenant's interest in this Lease be assigned, or if the Demised Premises or
any part
thereof be sublet or occupied by anyone other than Tenant, Landlord may collect
rent from the
assignee, subtenant or occupant and apply the net amount collected to the Fixed
Annual Rent
and all Additional Rent herein reserved, but no such assignment, subletting, or
occupancy or
collection shall be deemed a waiver of the provisions of this Article or of any
default hereunder
or the acceptance of the assignee, subtenant or occupant as Tenant, or a release
of Tenant
from further observance of performance by Tenant of all of the covenants,
conditions, terms
and provisions on the part of Tenant to be performed or observed.
i. If Tenant desires to assign all of the Demised Premises, Tenant agrees to
use
Landlord's exclusive agent for Such purposes, or Landlord's then managing agent
and Tenant
shall pay to such agent upon execution of such sublease, assignment, release or
other
disposition a commission computed in accordance with such exclusive agents
standard rates
and rules then in effect for the locality in which the Demised Promises are
located.
16. LATE CHARGES: Except as otherwise provided herein, In every case in which
Tenant is
required by the terms of this Lease to pay to Landlord a sum of money
(including,
without
limitation, payment of fixed or additional rent) and payment is not made within
five (5) days
after the same shall become due, Tenant shall pay as additional rent hereunder,
a $250.00
late fee on such sum per month from the date it becomes due until it is paid,
provided,
however, in no event shall such payment be in excess of the highest rate which
shall from
time to time be permitted under the laws of the State of New York to be charged
on late
payments of sums of money due pursuant to the terms of a lease.
17. HOLD-OVER: If Tenant holds over in possession after the expiration or
sooner termination of the original term or any extended term of this Lease,
such holding over shall not
be deemed to extend the term or renew the Lease, but such holding over
thereafter shall
continue upon the covenants and conditions herein set forth except that the
charge for use
and occupancy of such holding over for each calendar month or part thereof (even
if such part
shall be a small fraction or a calendar month) shall be the sum of:
a. 1/12 of the highest annual rent set forth in this Lease, times three (3),
plus
b. 1/12 of the net increase, if any, in annual fixed rental due solely to
increases in the
cost of the value of electric and fuel service furnished to the premises in
effect on the last day
of the term of the Lease, plus
c. 1/12 of all other items of annual additional rental, which annual additional
rental
would have been payable pursuant to this Lease had this Lease not expired, plus
d. Those other items of additional rent (not annual additional rent) which would
have
been payable monthly pursuant to this Lease, had this Lease not expired, which
total sum
Tenant agrees to pay to Landlord promptly upon demand, in full, without set-off
or deduction.
Neither the billing nor the collection of use and occupancy in the above amount
shall be
deemed a waiver of any right of Landlord to collect damages for Tenant's failure
ire to vacate
the Demised Premises after the expiration or sooner termination of this Lease.
The aforesaid
provisions of this Article shall survive the expiration or sooner termination of
this Lease.
e. Tenant agrees that it shall indemnify and save Landlord harmless against all
costs,
claims, loss or ability (including reasonable legal fees) resulting from the
delay by Tenant in
surrendering the Demised Premises upon the expiration or earlier termination of
this Lease,
including, without limitation, any claims made by any succeeding tenant founded
on such
delay.
f. It is further agreed that the terms herein are not a penalty, but they have
been agreed
to by the parties as a reasonable estimation of the damages that would have been
incurred by
Landlord, since the amount of actual damages would be extremely difficult to
ascertain,
should Tenant holdover in possession of the Demised Premises after the
termination of this
Lease.
18. DEFAULT: Any default by Tenant under any other lease held by tenant in the
Building, if
any, shall be deemed a default of the same nature of this Lease,
19. BROKER. Tenant represents and warrants that it has dealt with no broker
except GVA
Xxxxxxxx Real Estate Co., Inc. in connection with the execution of this Lease or
the showing of
the Demised Premises and agrees to hold and save Landlord harmless from and
against any
and all liabilities from any claims of any broker (including, without
limitation, the cost of
counsel fees in connection with the defense of any such claims), other than GVA
Xxxxxxxx
Real Estate Co., Inc.
20. ALTERATIONS: Tenant understands and agrees that NO structural alterations
or
changes in or to the demised premises may be made without the prior written
consent of the
Landlord, and upon the further conditions then imposed by Landlord in the event
Landlord
grants it consent to such alterations.
21. GOVERNMENT REGULATION: In the event that the Landlord herein is directed by
any
City, State or Federal agency to comply with Local Law Legislation (which
includes Local Law
5, elevator inspection, land Local Law 10 or 11, facade inspection, but not
limited thereto), the
tenant herein agrees to pay, .53% (Tenant's proportionate share) of Landlord's
cost to comply
with said directives. These costs shall be deemed to be additional rent and will
be due and
payable on the first day of the month succeeding the completion of the work, and
will be paid
together with the rent. The Landlord reserves the right to collect said
additional rent in
accordance with the provisions of this Lease.
22. SOUARE FOOT ESTIMATE: Any square footage and/or percentage set forth herein
are
approximate only and Landlord and Tenant hereby agree that any such figures
and/or
percentages have been fairly determined and agreed to be Tenant solely for the
purpose of
computing Tenant's contribution for escalation charges.
23. LANDLORD'S APPROVAL: If Tenant shall request Landlord's approval or consent
and
Landlord shall fail or refuse to give such approval or consent, Tenant shall not
be entitled to
any damages for any withholding or delay of such approval or consent by
Landlord,
it being
intended that Tenant's sole remedy shall be an action for injunction or specific
performance
(the rights to money damages or other remedies being hereby specifically
waived), and that
such remedy shall be available only in those cases where Landlord shall have
expressly
agreed in writing not to unreasonably withhold its consent or approval or where
as a matter of
law Landlord may not unreasonably withhold its consent or approval.
24. ADDITIONAL RENT: Notwithstanding any thing to the contrary in this Lease,
any moneys
due Landlord other than the annual rents are deemed to be additional rent, and
any default in
the payment of additional rent shall give to Landlord the same remedies as it
has with respect to any default in the payment of rent.
25. LANDLORD'S WORK: Other than Landlord's Work stated herein, Tenant agrees to
rent
the Demised Premises in "as is" condition. Landlord will perform work, if any,
as set forth in a
Work Letter annexed hereto, if any.
26. PREPAID CONSTRUCTION FUNDS: Tenant has prepaid $8977.50 towards three
months of base rent to defray Landlord's construction costs for the demised
premises, Such
monies shall be applied to Tenant's rent obligations in the tenth eleventh, and
twelfth months
of the Lease Term. In all of these three months, Tenant is responsible all
additional rents
specified herein.
27. SECURITY DEPOSIT: At all times prior to the expiration of the term of this
lease tenant
shall maintain on deposit with landlord $25,515.00, the sum equal to six (6)
months of average
base rent as security for due and faithful payment, as herein provided, of the
rent, additional
rent, charges and damages payable by tenant under this lease or pursuant to law
and for the
clue and faithful keeping, observance, and performance of all the other
covenants,
agreements, terms, provisions and conditions of this lease on the part of tenant
to be kept,
observed and performed. If at any time Tenant shall be in default in the payment
of any such
moneys or in the keeping, observance and performance of any such other covenant,
agreement, term, provision or condition, Landlord may at its election apply
security so on
deposit with Landlord to the payment of any such moneys or to the payment of the
costs
incurred by Landlord in curing such default, as the case may be. If as the
result of any such
application of all or any part of such security, the amount of cash so on
deposit
with landlord
shall be less than the required stated amounts, tenant's shall immediately
deposit with
landlord cash in an amount equal to the deficiency. Tenant's failure to make
such
additional
deposit as may be required shall be deemed a material default under this Lease.
At the conclusion of the twenty-fourth month of the Lease Term, provided that
Tenant is not
then and has not been in default hereunder beyond any applicable cure period,
Landlord shall
return to Tenant $8190.00 of the security amount. It Tenant has been in default
prior to the
conclusion of the twenty-fourth month of the Lease Term beyond any applicable
cure period or
is in default beyond any applicable cure period at that time, Landlord shall
retain the complete
security amount.
At the conclusion of the thirty-sixth month of the Lease Term, provided that
Tenant is not in
default hereunder beyond any applicable cure period and has not been in default
prior to that
date beyond any applicable cure period, Landlord shall return to Tenant $8505.00
of the
security amount. If Tenant has been in default prior to the conclusion of the
thirty-sixth month
of the Lease Term beyond any applicable cure period or is in default at that
time, Landlord
shall retain the complete security amount.
28. RENT: Tenant shall pay at an annual rental rate of
10/1/99-12/31100 $00,000.00 in 3 equal monthly payments of $0000.00
1/l/00-9/30/01 $26,932.50 in 9 equal monthly payments of $2992.50
10/01/01-9/30 /02 $49,140.00 In 12 equal Monthly payments of $4095.00
10/1/02-9/30/03 $51,030.00 in 12 equal monthly payments of $4252.50
10/l/03-9/30/04 $52,920.00 in 12 equal monthly payments of $4410.00
10/l/04-9/30/05 $54,810,00 in 12 equal monthly payments of $4567.50
10/l/05-9/30/06 $56,700.00 in 12 equal monthly payments of $4725.00
10/l/06-12/31/07 $70,875.00 in 15 equal monthly payments of $4725.00
29. LEASE NOT BINDING UNLESS EXECUTED: It is specifically understood and agreed
that
this Lease is offered to Tenant for signature and is subject to Landlord's
acceptance and
approval of same and that Tenant has hereunto affixed its signature with the
understanding
that said Lease shall not in any way bind Landlord or its Agent until such time
as Landlord has approved said Lease and same is executed by Landlord and
delivered to the Tenant.
30. HOURS OF BUILDING: Landlord covenants and Tenant agrees that Landlord will
use its
best efforts to provide twenty-four (24) hour access to the Demised Premises,
however,
nothing contained herein shall be construed as requiring Landlord to provide
services, such as
heat, freight elevator service, etc., in anything other than business hours as
stated elsewhere
in this Lease, except that a passenger elevator shall be on standby use for all
hours, barring
breakdown or emergency.
31. PRIOR LEASES AND AGREEMENTS All other prior leases, including amendments
and
modifications thereto, and other agreements between Landlord and Tenant herein
are hereby
deemed terminated and without any force and effect whatsoever.
32. LANDLORD'S CONSENT. Whenever Landlord's consent is required under this
Lease, such consent shall not be unreasonably withheld.
33. FREE RENT: Tenant shall be entitled to occupy the demised premises free of
the charge
for base rent in the first three months of the Lease Period. In all of these
three months, Tenant
remains responsible for all additional rents provided herein then due to
Landlord.
A.M. PROPERTY HOLDING XXXXXXXXXXX.XXX, INC.
CORPORATION, agent for
65 BROADWAY Co., LLC
By XXX X. XXXX,
Vice-President C.E.O
A.M. Property Holding Corp.
BUILDING WORK LETTER
RIDER OF THE LEASE DATED THE DAY OF JULY OF 1999, BETWEEN
A.M. PROPERTY HOLDING CORPORATION AS AN AGENT FOR 65
BROADWAY CO., LLC, AS LANDLORD AND XXXXXXXXXXX.XXX, INC.,
AS TENANT.
A. Within ten (10) days after the execution of this Lease, Tenant shall provide
to Landlord an
architectural drawing and an electrical plan for the Demised Premises.
Landlord's work shall be based
upon the standard used In the building and, to the extent practicable, shall be
in accord with Tenant's
architectural drawing and electrical plan and specifications which have been
developed In consultation
with Tenant. Landlord shall have the right to reasonably modify such drawing,
plan and specification as
it, in its sole discretion, determines.
B. Provided that Tenant timely provides to Landlord its architectural drawing
and an electrical plan for
the Demised Premises as provided herein Landlord hereby agrees to use its best
effort to have the required
construction at the Demised Promises substantially completed within sixty (60)
days after the execution of
this Lease, such that the premises are available for occupancy by Tenant within
sixty (60) days after the
execution of this Lease. In the event that Tenant provides said architectural
drawing and electrical plan
for the Demised Premises to Landlord more than ten (10) days after the execution
of this Lease, Landlord
hereby agrees to use Its best effort to have the required construction' at the
Demised Promises substantially
complete: within sixty (60) days after Tenant shall provides said architectural
drawing and electrical plan
for the Demised Premises to Landlord, such that the promises are available for
occupancy by Tenant
within
sixty (60) days after Tenant provides said architectural drawing and electrical
plan for the Demised
Premises to Landlord .
A.M. PROPERTY HOLDING XXXXXXXXXXX.XXX INC.
CORPORATION, agent for
65 BROADWAY Co., LLC
By: Xxxx Xxxxxxxxx, By: XXX X. XXXX,
Vice-President C.E.O.
A.M. Property Holding Corp.
FORM OF LIMTED GUARANTEE
RIDER OF THE LEASE DATED THE 8th DAY OF JULY OF 1999, BETWEEN A.M. PROPERTY
HOLDING CORPORATION AS AN AGENT FOR 65 BROADWAY CO., LLC, AS LANDLORD
AND XXXXXXXXXXX.XXX, INC., AS TENANT
In order to induce Landlord to enter into the foregoing lease and for other
valuable considerations, the
receipt whereof is hereby acknowledged, the undersigned ("Guarantor") hereby
makes the following
guarantee and agreement with and in favor of Landlord and its respective legal
representatives and
assigns.
A. The undersigned guarantees to Landlord, its successors and assigns, that
First Madison Securities and
its successors and assigns, shall pay to Landlord all rent and additional rent
that has accrued or may
accrue (other than by acceleration, as described in the Lease) under the terms
of the Lease herein
(hereinafter referred to as Accrued Rent), to the latest date that Tenant
and its assigns and subleases, if
any, shall have completely performed all of the following:
1. Vacated and surrendered the Demised Premises to Landlord and delivered the
keys to same to
Landlord, and 2. Paid to Landlord all Accrued Rent to and including the date
which is the later of (a) the
actual receipt by Landlord of said Accrued Rent (b) the surrender of the
premises or (c) receipt by
Landlord of the keys to the Premises.
B. It is agreed that any security deposited under this lease shall not be
computed as a deduction from any
amount payable by Tenant or Guarantor under the terms of this Guarantee or the
Lease.
C. This guarantee is absolute and unconditional and is a guarantee of payment
and not of collection. The
parties hereto waive all notice of nonpayment, non-performance, nonobservance or
proof, or notice, or
demand, whereby to charge the undersigned therefore, all of which the
undersigned expressly waives and
expressly agrees that the validity of this Agreement, and the obligation of the
Guarantor hereto shall in no
way be terminated, affected or impaired by reason of the assertion by Landlord
against Tenant of any
rights or remedies reserved to Landlord pursuant to the performance of the
within Lease. The undersigned
further covenants and agrees that this guarantee shall remain and continue in
full force and effect, as to
any renewal, modification or extension of this Lease and during any period when
Tenant is occupying the
Premises as a "statutory tenant," or otherwise, As a further inducement to
Landlord to make this Lease
and in consideration thereof, Landlord and the undersigned covenant and agree
that any action or
proceeding brought by either 1, Landlord or the undersigned against the other on
any matters whatsoever
arising out of, under or by virtue of the terms of this Lease or of this
guarantee that Landlord and the
undersigned shall and do hereby waive trial by jury.
D. This guarantee shall be construed in accordance with the Laws of the State of
New York.
E. If Tenant becomes Insolvent or shall be adjudicated a bankrupt or shall file
for reorganization or
similar relief or if such petition is filed by creditors of Tenant, under any
present or future law or if the
lease is terminated or Tenant's obligations otherwise discharged in any
bankruptcy proceeding or
otherwise, Guarantor's obligations hereunder may nevertheless be enforced
against the Guarantor,
F. This guarantee shall be construed in accordance with the Laws of the State of
Now York,
IN WITNESS WHEREOF, the undersigned have set their hand the date and year last
above written.
First Madison Securities, Inc.
By: Xxx Xxxxx, President, First Madison Securities, Inc.
On the 8th of JULY, 1999, before me personally came XXX XXXXX to me known and
known to me to be
the individual described herein and who executed the foregoing instrument and
acknowledged to me that
he executed the same.
Notary Public
XXXXXX X XXXXXXX
Notary Public, State of New York
Qualified In Xxxxxx Xxxxxx
Xxxxxxxxxxxx Xx. X0XX0000000
Commission Expires 04-28-01
