EXHIBIT 10.18
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STANDARD FORM OF STORE LEASE
The Real Estate Board of New York, Inc.
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Agreement of Lease, made as of this 12th day of Oct. 2000, between 29 West
Thirty LLC, of 21 Windsor Drive, Old Westbury, NY 11568
party of the first part, hereinafter referred to as Owner, and
Nara Bank, N.A. a duly licensed bank authorized to do business in New York
State, of 29 West 30th Street New York, NY
party of the second part, hereinafter referred to as Tenant,
Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
entire ground floor except for lobby and/or common areas, entire second floor
and entire basement
in the building known as 29 West 30th Street in the Borough of Manhattan, City
of New York, for the term of fifteen (15) years
(or until such term shall sooner cease and expire as hereinafter provided) to
commence on the 1st day of November nineteen hundred and two thousand, and to
end on the 31st day of October two thousand and fifteen and both dates
inclusive, at an annual rental rate of
see rider annexed hereto
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 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 or deduction whatsoever, except that Tenant shall
pay the first ________ 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, distributees,
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
use as a bank and related offices
and for no other purpose. Tenant shall at all times conduct its business in a
high grade and reputable manner, shall not violate Article 37 hereof, and shall
keep show windows and signs in a neat and clean condition.
ALTERATIONS:
3. Tenant shall make no changes in or to the demised premises of any
nature without Owner's prior written consent. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant, at Tenant's
expense, may make alterations, installments, 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 deliver 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 workman's
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 done for,
or materials furnished to, Tenant, whether or not done pursuant to this article,
the same shall be discharged by Tenant within 30 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 Tenant no later
than twenty days prior to the dated fixed as the termination of this lease,
elects to relinquish Owner's rights 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, movable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other installation as may be required by
Owner, Tenant shall immediately and at its expense, repair and restore the
premise to the condition existing prior to installation and repair any damage to
the demised premises or the building due to such removal. 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 from
the premises by Owner at Tenant's expense.
REPAIRS:
4. Owner shall maintain and repair the public portions of the building,
both exterior and interior, except that if Owner allows Tenant to erect on the
outside of the building a sign or signs, or a hoist, lift or sidewalk elevator
for the exclusive use of Tenant, Tenant shall maintain such exterior
installations in good appearance and shall cause the same to be operated in a
good and workmanlike manner and shall make all repairs therein necessary to keep
same in good order and condition, at Tenant's own cost and expense, and shall
cause the same to be covered by the insurance provided for hereafter in Article
8. Tenant shall, throughout the term of this lease, take good care of the
demised premises and the fixtures and appurtenances therein, and the sidewalks
adjacent thereto, and at its sole cost and expense, make all non-structural
repairs thereto as and when needed to preserve them in good working order and
condition, reasonable wear and tear, obsolescence and damage from the elements,
fire or other casualty, excepted. If the demised premises be or become infested
with vermin, Tenant shall at Tenant's expense, cause the same to be exterminated
from time to time to the satisfaction of Owner. Except as specifically provided
in Article 9 or elsewhere in this lease, there shall be no allowance to the
Tenant for the diminution of rental value and no liability on the part of Owner
by reason of inconvenience, annoyance or injury to business arising from Owner,
Tenant or others making or failing to make in repairs, alterations, additions or
improvements in or to any portion of the building including the erection or
operation of any crane, derrick or sidewalk shed, or in or to the demised
premises or the fixtures, appurtenances or equipment thereof. It is specifically
agreed that Tenant shall be not entitled to any set off or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any other
article of this lease. Tenant agrees that Tenant's sole remedy at law in such
instance will be by way of an action for damages for breach of contract. The
provisions of this Article 4 with respect to the making of repairs 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 from the outside in violation of
Section 202 of New York State 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:
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 with 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 an regulations of the New York Board of Fire Underwriters
or the 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, and with respect to the portion of the sidewalk adjacent to the
premises if the premises are on the street level, whether or not arising out of
Tenant's use or manner of use thereof, 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). Except as provided in Article 29
hereof, 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 shall not do
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or to permit any act or thing to be done in or to the demised premises which is
contrary to 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. 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. If the fire insurance rate shall, at the
beginning of the 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, to comply with the terms of
this article. In any action or proceeding wherein Owner and Tenant are parties,
a schedule or "make-up" of rate for the building or demised premises issued by a
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rate then applicable to said premises.
SUBORDINATION:
7. This lease is subject and subordinate to all ground or underlying leases and
to all mortgages which may now or hereafter affect such leases or the real
property of which demised 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.
TENANT'S LIABILITY INSURANCE PROPERTY LOSS, DAMAGE, INDEMNITY:
8. Owner or its agents shall not be liable for any damage to property of Tenant
or of others entrusted to employees of the building, nor for loss of or damage
to any property of Tenant by theft or otherwise, nor for 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. Tenant agrees, at Tenant's sole
cost and expense, to maintain general public liability insurance in standard
form in favor of Owner and Tenant against claims for bodily injury or death or
property damage occurring in or upon the demised premises, effective from the
date Tenant enters into possession and during the term of this lease. Such
insurance shall be in an amount and with carriers acceptable to the Owner. Such
policy or policies shall be delivered to the Owner. On Tenant's default in
obtaining or delivering any such policy or policies or failure to pay the
charges therefor, Owner may secure or pay the charges for any such policy or
policies and charge the Tenant, as additional rent therefor. 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, suffered or
incurred as a result of any breach by Tenant, Tenant's agent, contractors,
employees, invitees, or licensees, of any covenant on condition of this lease,
or the carelessness, negligence or improper conduct of the Tenant, Tenant's
agents, contractors, employees, invitees or licensees. Tenant's liability under
this lease extends to the acts and omissions of any subtenant, and any agent,
contractor, employee, invitee or licensee of any subtenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by counsel 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 by 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 casualty according to the part of the premises which is 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 appointed 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
premises 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 of such
events, Owner may elect to terminate this lease by written notice to Tenant
given within 90 days after such fire or casualty or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying 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 Owner's rights and remedies against Tenant under the lease provisions in
effect prior to such termination, and any rent owing shall be paid up to such
date and any payments 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, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's 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 from liability that may exist as a result of damage from
fire or 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 before making any claim against the other party for
recovery for loss or damage resulting from fire or other casualty, and to the
extent that such insurance is in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby release and waives all right of
recovery with respect to subparagraphs (b), (d) and (e) above, against the other
or any one claiming through or under 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 in force only if both releasor's insurance policies
contain a clause providing that such a release or waiver shall not invalidate
the insurance. Tenant acknowledges that Owner will not carry insurance on
Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Owner will
not be obligated to repair any damage thereto or replace the same. (f) 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 premises shall be acquired 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 from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease. Tenant shall have no claim for the
value of any unexpired term of said lease. 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 ease to remove such property,
trade fixtures and equipment at the end of the term and provided further such
claim does not reduce Owner's award.
ASSIGNMENT, MORTGAGE, ETC.:
11. Tenant, for itself, its heirs, distributes, executors, administrators, legal
representatives, successors and assigns expressly covenants that it shall not
assign, mortgage or encumber this agreement, nor underlet, or suffer or permit
the demised premises or any 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 or the majority partnership interest of a partnership
tenant shall be deemed an assignment. If this lease be assigned, or if the
demised premises or any part thereof be underlet or occupied by anybody other
than Tenant, Owner may, after default by Tenant, collect rent from the assignee,
under-tenant or occupant, and apply the net amount collected to the rent herein
reserved, but no such assignment, underletting, occupancy or collection shall be
deemed a waiver of the 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 covenants on the part of Tenant herein contained. The consent by Owner
to an assignment or underletting shall not in any way 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 or rent inclusion, as the
case may be, to be added in RIDER attached hereto. Tenant covenants and agrees
that at all times 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, reasonably
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 way 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 any portion
of the building or which Owner may elect to perform, in the premises, following
Tenant's failure to make repairs or perform any work which Tenant is obligated
to perform under this lease, or for the purpose of complying with laws,
regulations and other directions of governmental authorities. 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, floors or ceiling, wherever practicable. Owner
may, during the progress of any 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 or 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 mortgages of the building, and during the last
six months of the term for the purpose of showing the same to prospective
tenants and may, during said six months period, place upon the demised premises
the usual notice "To Let" and "For Sale" which notices Tenant shall permit to
remain thereon without molestation. 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, nor in any event
shall the obligations of Tenant hereunder be affected. If during the last month
of term Tenant shall have removed all or substantially all of Tenant's property
therefrom, Owner may immediately enter, alter, renovate or redecorate the
demised premises without limitation or abatement of rent, or incurring liability
to Tenant for any compensation and such act shall have no effect on this lease
or Tenant's obligations hereunder. Owner shall have the right at any time,
without the same constituting an eviction and without incurring liability to
Tenant therefor to change the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets, or other
public parts of the building and to change the name, number or designation by
which the building may be known.
VAULT, VAULT SPACE, AREA:
14. No vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything
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
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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 any
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 Articles 2 or 37 hereof or of the certificate or occupancy issued for the
building of which the demised premises are a part. Tenant has inspected the
premises and accepts them as is, subject to the riders annexed hereto with
respect to Owner's work, if any. In any event, Owner makes no representation as
to the condition of the premises and Tenant agrees, to accept the same subject
to violations whether or not of record.
Bankruptcy:
16. (a) Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be cancelled by Landlord 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 by Tenant of an assignment
or any other arrangement for the benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or under Tenant, or by reason of
any statute or order of court, shall thereafter 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 damages 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
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 by 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 and 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 damaged by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less then the amount of the
difference referred to above.
Default:
17. (1) If Tenant defaults in fulfilling any of covenants of this lease other
then the covenants for the payment of rent or additional rent; or if the demised
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 Tenant; or if this lease be
rejected under Section 365 or Title II of the U.S. Code (Bankruptcy Code); or if
Tenant shall fail to move into or take possession of the premises within
thirty (30) days after the commencement of the term of this lease, of which fact
Owner shall be the sole judge; then, in any one 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 a nature that the same cannot be
completely cured or remedied within said fifteen (15) day period, and if Tenant
shall not have diligently commence curing such default within such fifteen (15)
day period, and shall not thereafter with reasonable diligence and in good faith
proceed to remedy or cure such default, the Owner may serve a written five (5)
days notice of cancellation of this lease upon Tenant, and upon the expiration
of said 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
term shall expire as aforesaid; or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any other payment herein required, then and in
any of such events Owner may without notice, re-enter the demised premises
either by force or otherwise, and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant 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 if notice of intention to
re-enter or to institute legal proceedings to that end.
Remedies of Owner and Waiver of Redemption:
18. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise, (a) the rent, and additional rent, shall
become due thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration. (b) Owner may re-let the premises or any part or parts
thereof, either in the name of Owner or otherwise, for a term or terms, which
may at Owner's 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 (c)
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 subsequent lease or leases 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 re-letting. Any
such liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease. Owner, in putting the demised premises in good
order or preparing the same for re-rental may, at Owner's option, make such
alterations, repairs, replacements, and/or decorations in the demised premises
as Owner, in Owner's sole judgement, considers advisable and necessary for the
purpose of re-letting the demised premises, and the making of such alterations,
repairs, replacements, and/or decorations shall not operate or be construed to
release Tenant from liability. Owner shall in no event be 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 collect the rent thereof under such
re-letting, and in no event shall the Tenant be entitled to receive any excess,
if any, of such net rent collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant or any of the
covenants or provisions 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
proceeding 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.
Fees and expenses:
19. If Tenant shall default in the observance or performance of any 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, and if Owner, in connection therewith or in
connection with any default by Tenant in the Covenant to pay rent hereunder,
makes any expenditures or incurs any obligation for the payment of money,
including but not limited to reasonable attorney's fees, in instituting,
prosecuting or defending any actions or proceeding and prevails in any such
action or proceeding, such sums so paid or obligations incurred with interest
and costs shall be deemed to be additional rent incurred with interest and costs
shall be deemed to be additional rent hereunder and shall be paid by Tenant to
Owner within ten (10) days of rendition of any bill or statement to Tenant
therefor, and if Tenant's lease term shall have expired at the time of making
such expenditures or incurring of such obligations, such sums shall be
recoverable by Owner as damages.
No Representations by Owner:
20. Neither Owner nor Owner's agent have made any representations or promises
with respect to the physical condition of the building, the land upon which it
is erected or the demised premises, the rents, leases, expenses of operation, or
any other matter or thing affecting or related to the premises expect as herein
expressly set forth and no rights, easements or licenses are acquired by Tenant
by implication or otherwise except as expressly set forth in the provisions of
this lease. Tenant has inspected the building and the demised premises and is
thoroughly acquainted with their condition, and agrees to take the same "as is"
and acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings 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 be ineffective
to change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.
End of Term:
21. Upon the expiration or other termination of the term of this lease, Tenant
shall quit and surrender to Owner the demised premises, broom clean, and in good
order and condition, ordinary wear excepted, 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 the term
if this lease or any renewal thereof, falls on Sunday, this lease shall expire
at noon on the preceding business day.
Quiet Enjoyment:
22. Owner covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant 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 33
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.
Failure to Give Possessions:
23. If Owner is unable to give possession of the demised premises on the date of
the commencement of the term hereof, because of the holding-over or retention of
possession of any tenant, undertenant or occupants, or if the premises are
located in a 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, Owner shall nor 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, nor shall the same be construed in any way to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for the 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 the condition required by this lease. If
permission is given to Tenant to enter into the possession of the demised
premises or to 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 page
Page 3 of 6
one of this lease. The provisions of this article are intended to constitute "an
express provision to the contrary" within the meaning of Section 223 of the New
York Real Property Law.
NO WAIVER:
24. 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 Regulations 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 a 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 by Owner. No payment by Tenant or receipt by Owner of a
lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or statement of any check or any letter accompanying any check or payment as
rent be 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 Owner's agents during the term hereby demised shall be deemed in acceptance
of a 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 agent or employee shall
not operate as a termination of the lease or a surrender of the premises.
WAIVER OF TRIAL BY JURY:
25. It is mutually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive 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 matters
whatsoever arising out of or in any 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 PERFORM:
26. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant
to be performed shall in no way be affected, impaired or excused because Owner
is unable to fulfill any of its obligations under this lease or to apply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures or other materials if Owner is prevented or delayed from so doing by
reason of strike or labor troubles, government preemption or restrictions or by
reason of any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of which have
been or are affected, either directly or indirectly, by war or other emergency,
or when, in the judgement of Owner, temporary interruption of such services is
necessary by reason of accident, mechanical breakdown, or to make repairs,
alterations or improvements.
BILLS AND NOTICES:
27. Except as otherwise in this lease provided, a bill, statement, notice
or communication which Owner may desire or be 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 addressed to Tenant at the
building of which the demised premises form a part or at the last known
residence address or business address of Tenant or left at any of the aforesaid
premises addressed to Tenant, and the time of the rendition of such bill or
statement and of the giving of such notice or communication shall be deemed to
be the time when the same is delivered to Tenant, mailed, or left at the
premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first
hereinabove given or at such other address as Owner shall designate by written
notice.
WATER CHARGES:
28. If Tenant requires, uses or consumes water for any purpose in addition
to ordinary lavatory purposes (of which fact Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measure Tenant's water
consumption for all purposes. Tenant shall pay Owner for the cost of the meter
and the cost of the installation thereof and throughout the duration of
Tenant's occupancy Tenant shall keep said meter and installation equipment in
good working order and repair at Tenant's own cost and expense. Tenant agrees
to pay for water consumed, as shown on said meter as and when bills are
rendered. Tenant covenants and agrees to pay the sewer rent, charges or any
other tax, rent, levy or charge which now or hereafter is assessed, imposed or
a lien upon the demised premises or the realty of which they are part pursuant
to law, order or regulation made or issued in connection with the use,
consumption, maintenance or supply of water, water system or sewage connection
or system. The bill rendered by Owner shall be payable by Tenant as additional
rent. If the building or the demised premises or any part thereof be supplied
with water through a meter through which water is also supplied to other
premises Tenant shall pay to Owner as additional rent, on the first day of each
month, __% ($___________ ) of the total meter charges, as Tenant's portion.
Independently of and in addition to any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may sue for and collect any
monies to be paid by Tenant or paid by Owner for any of the reasons or purposes
hereinabove set forth.
SPRINKLERS:
29. Anything elsewhere in this lease to the contrary notwithstanding, if
the New York Board of Fire Underwriters or the Insurance Services Office or any
bureau, department or official of the federal, state or city government require
or recommend the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's
business, or the location of partitions, trade fixtures, or other contents of
the demised premises, or for any other reason, or if any such sprinkler system
installations, changes, modifications, alterations, additional sprinkler heads
or other such equipment, become necessary to prevent the imposition of a penalty
or charge against the full allowance for a sprinkler system in the fire
insurance rate set by any said Exchange or by any fire insurance company, Tenant
shall, at Tenant's expense, promptly make such sprinkler system installations,
changes, modifications, alterations, and supply additional sprinkler heads or
other equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent the sum
of __ $____________, on the first day of each month during the term of this
lease, as Tenant's portion of the contract price for sprinkler supervisory
service.
ELEVATORS, HEAT, CLEANING:
30. As long as Tenant is not in default under any of the covenants of this
lease beyond the applicable grade period provided in this lease for the curing
of such defaults, Owner shall, if and insofar as existing facilities permit
furnish heat to the demised premises, when and as required by law, on business
days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m.
Tenant shall at Tenant's expense, keep demised premises clean and in order, to
the satisfaction to Owner, and if demised premises are situated on the street
floor, Tenant shall, at Tenant's own expense, make all repairs and replacements
to the sidewalks and curbs adjacent thereto, and keep said sidewalks and curbs
free from snow, ice, dirt and rubbish. Tenant shall pay to owner the cost of
removal of any of Tenant's refuse and rubbish from the building. Bills for the
same shall be rendered by owner to Tenant at such times as Owner may elect and
shall be due and payable when rendered, and the amount of such bills shall be
deemed to be, and be paid as, additional rent. Tenant shall, however, have the
option of independently contracting for the removal of such rubbish and refuse
in the event that Tenant does not wish to have same done by employees of Owner.
Under such circumstances, however, the removal of such refuse and rubbish by
others shall be subject to such rules and regulations as, in the judgment of
Owner, are necessary for the proper operation of the building.
SECURITY:
31. Tenant has deposited with Owner the sum of __ $96,666.66 as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease,
including, but not limited to, the payment of rent and additional rent, Owner
may use, apply or retain the whole or any part of the security so deposited to
the extent required for the payment of any rent and additional rent or any
other sum as to which Tenant is in default or for any sum which Owner may
expend or may be required to expend by reason of Tenant's default in respect of
any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of the premises,
whether such damages or deficiency accrued before or after summary proceedings
or other re-entry by Owner. In the event that Tenant shall fully and faithfully
comply with all of the terms, provisions, covenants and conditions of this
lease, the security shall be returned to Tenant after the date fixed as the end
of the Lease and after delivery of entire possession of the demised premises to
Owner. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part, Owner shall have the right
to transfer the security to the vendee or lessee and Owner shall thereupon be
released by Tenant from all liability for the return of such security, and
Tenant agrees to look to the new Owner solely for the return of said security;
and it is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Owner. Tenant further covenants that it
will not assign or encumber or attempt to assign or encumber the monies
deposited herein as security and that neither Owner nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted assignment
or attempted encumbrance.
CAPTIONS:
32. 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 nor
the intent of any provision thereof.
DEFINITIONS:
33. The term "Owner" as used in this lease means only the Owner, or the
mortgagee 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
demised premises form 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 is
entirely freed and relieved of all covenants and obligations of Owner
hereunder, and it shall be deemed and construed without further agreement
between the parties of 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 obligations 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 Saturdays, Sundays and all days designated as
holidays by the applicable building service union employees service contract or
by the applicable Operating Engineers contract with respect to HVAC service.
Wherever it is expressly provided in this lease that consent shall not be
unreasonably withheld, such consent shall not be unreasonably delayed.
ADJACENT EXCAVATION-SHORING:
34. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, Tenant shall afford to the person
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 deem
necessary to preserve the wall or the building of which demised premises form a
part from injury or damage and to support the same by proper foundations
without any claim for damages or indemnity against Owner, or diminution or
abatement of rent.
RULES AND REGULATIONS:
35. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with the Rules and
Regulations of such other and further reasonable Rules and Regulations as Owner
or Owner's agents may from time to time adopt. Notice of any additional rules
or regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Owner or Owner's agents, the
Page 4 of 6
parties hereto agree to submit the question of the reasonableness of such Rule
or Regulation 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 Rule 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 within fifteen (15) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against
any other tenant and Owner shall not be liable to Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.
Glass:
36. Owner shall replace, at the expense of Tenant, any and all plate and
other glass damaged or broken from any cause whatsoever in and about the demised
premises. Owner may insure, and keep insured, at Tenant's expense, all plate and
other glass in the demised premises for and in the name of Owner. Bills for the
premiums therefor shall be rendered by Owner to Tenant at such times as Owner
may elect, and shall be due from, and payable by, Tenant when rendered, and the
amount thereof shall be deemed to be, and be paid as, additional rent.
Pornographic Uses Prohibited:
37. Tenant agrees that the value of the demised premises and the reputation
of the Owner 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 or pornographic 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 shops, 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 sublessee or assignee of the premises. This
Article shall directly bind any successors in interest to the Tenant. Tenant
agrees that if 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 terms of this lease and objectionable conduct. Pornographic material is
defined for purposes of this Article as any written or pictorial manner with
prurient appeal or any objects of instrument that are primarily concerned with
lewd or prurient sexual activity. Obscene material is defined here as it is in
Penal law Section 235.00.
Estoppel Certificate:
38. Tenant, at any time, and from time to time, upon at least 10 days
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates which the rent and
additional rent have been paid, and stating whether or not there exists any
defaults by Owner under this lease, and, if so, specifying each such default.
Successors and Assigns:
39. The covenants, conditions and agreements contained in this lease shall
bind and inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns. Tenant shall look only to Owner's estate
and interest in the land and building for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) against Owner in
the event of any default by Owner hereunder, and no other property or assets of
such Owner (or any partner, member, officer or director thereof, disclosed or
undisclosed), shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies under or with respect to
this lease, the relationship of Owner and Tenant hereunder, or Tenant's use and
occupancy of the demised premises.
SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF
In Witness Whereof, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.
29 West Thirty, LLC
Witness for Owner: -------------------------------------
By: (ILLEGIBLE)
- -------------------------------- -------------------------------------
MEMBER
-------------------------------------
Witness for Tenant: NARA BANK, N.A.
(ILLEGIBLE) (ILLEGIBLE)
- -------------------------------- -------------------------------------
By: Nani Thanawala
Vice President & Controller
ACKNOWLEDGEMENTS
CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of
On this ____ day of ___________________ , 19__, before me personally came
____________________ to me known, who being by me duly sworn, did depose and
say that he resides in ________________________ that he is the ___________
of ______________________ corporation described in and which executed the
foregoing instrument, as OWNER; that he knows the seal of said corporation; the
seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation, and that he signed his
name thereto by like order.
-------------------
CORPORATE TENANT
STATE OF NEW YORK, ss.:
County of
On this ____ day of ___________________ , 19__, before me personally came
____________________ to me known, who being by me duly sworn, did depose and say
that he resides in ________________________ that he is the ___________ of
______________________ corporation described in and which executed the foregoing
instrument, as TENANT; that he knows the seal of said corporation; the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.
-------------------
INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of
On this ____ day of ___________________ , 19__, before me personally came
____________________ to me known and known to me to be the individual
____________________ described in and who, as OWNER, executed the foregoing
instrument and acknowledged to me that _____________________ he executed the
same.
-------------------
INDIVIDUAL TENANT
STATE OF NEW YORK, ss.:
County of
On this ____ day of ___________________ , 19__, before me personally came
____________________ to me known and known to me to be the individual
____________________ described in and who, as TENANT, executed the foregoing
instrument and acknowledged to me that _____________________ he executed the
same.
Page 5 of 6
GUARANTY
The undersigned Guarantor guarantees to Owner, Owner's successors and assigns,
the full performance and observance of all the agreements to be performed and
observed by Tenant in the attached Lease, including the "Rules and Regulations"
as therein provided, without requiring any notice to Guarantor of nonpayment,
or non-performance, or proof, or notice of demand, to hold the undersigned
responsible under this guaranty, all of which the undersigned hereby expressly
waives and expressly agrees that the legality of this agreement and the
agreements of the Guarantor under this agreement shall not be ended, or changed
by reason of the claims to Owner against Tenant of any of the rights or
remedies given to Owner as agreed in the attached Lease. The Guarantor further
agrees that this guaranty shall remain and continue in full force and effect as
to any renewal, change or extension of the Lease. As a further inducement to
Owner to make the Lease Owner and Guarantor agree that in any action or
proceeding brought by either Owner or the Guarantor against the other on any
matters concerning the Lease or of this guaranty that Owner and the undersigned
shall and do waive trial by jury.
Dated: 19
--------------------------------------------------------------- ------
- -------------------------------------------------------------------------------
Guarantor
- -------------------------------------------------------------------------------
Witness
- -------------------------------------------------------------------------------
Guarantor's Residence
- -------------------------------------------------------------------------------
Business Address
- -------------------------------------------------------------------------------
Firm Name
STATE OF NEW YORK ) ss.:
COUNTY OF )
On this day of , 19 , before me personally came
- ----------------------------------- to me known and known to me to be the
individual described in, and who executed the foregoing Guaranty and
acknowledged to me that he executed the same.
------------------------------------------
Notary
--> IMPORTANT -- PLEASE READ <--
RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 35.
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any Tenant or used for any purpose other than for ingress and
egress from the demised premises and for delivery of merchandise and equipment
in a prompt and efficient manner using elevators and passageways designated for
such delivery by Owner. There shall not be used in any space, or in the public
hall of the building, either by any tenant or by jobbers, or others in the
delivery or receipt of merchandise, any hand trucks except those equipped with
rubber tires and safeguards.
2. If the premises are situated on the ground floor of the building, Tenant
thereof shall further, at Tenant's expense, keep the sidewalks and curb in
front of said premises clean and free from ice, snow, etc.
3. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed.
4. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the demised premises, or permit or suffer the
demised premises to be occupied or used in a manner offensive or objectionable
to Owner or other occupants of the building by reason of noise, odors and/or
vibrations or interfere in any way with other Tenants or those having business
therein.
5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premises if
the same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance
door of the premises. In the event of the violation of the foregoing by any
Tenant, Owner may remove same without any liability and may charge the expense
incurred by such removal to Tenant or Tenants violating this rule. Signs on
interior doors and directory tablet shall be inscribed, painted or affixed for
each Tenant by Owner at the expense of such Tenant, and shall be of a size,
color and style acceptable to Owner.
6. No Tenant shall mark, paint, drill into, or in any way deface any part of
the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or
other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.
7. Freight, furniture, business equipment, merchandise and bulky matter of
any description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates these Rules and Regulations or the lease of
which these Rules and Regulations are a part.
8. Owner reserves the right to exclude from the building between the hours of
6 P.M. and 8 A.M. and at all hours on Sundays, and holidays all persons who do
not present a pass to the building signed by Owner. Owner will furnish passes
to persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such person.
9. Owner shall have the right to prohibit any advertising by any Tenant
which, in Owner's opinion, tends to impair the reputation of Owner or its
desirability as a building for stores or offices, and upon written notice from
Owner, Tenant shall refrain from or discontinue such advertising.
10. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible, or explosive, or hazardous
fluid, material, chemical or substance, or cause or permit any odors of cooking
or other processes, or any unusual or other objectionable odors to permeate in
or emanate from the demised premises.
11. Tenant shall not place a load on 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 judgement to absorb and prevent vibration, noise
and annoyance.
12. 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 waste
products, garbage, refuse and trash. Tenant shall pay all costs, expenses,
fines, penalties or damages that may be imposed on Owner or Tenant by reason of
Tenant's failure to comply with the provisions of this Building Rule 12, and,
at Tenant's sole cost and expense, shall indemnify, defend and hold Owner
harmless (including reasonable legal fees and expenses) from and against any
actions, claims and suits arising from such non-compliance, utilizing counsel
reasonably satisfactory to Owner.
Address
Premises
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TO
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STANDARD FORM OF
[LOGO] STORE [LOGO]
LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
(C) COPYRIGHT 1994. ALL RIGHTS RESERVED.
REPRODUCTION IN WHOLE OR IN PART PROHIBITED.
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Dated 19
Rent Per Year
Rent Per Month
Term
From
To
Drawn by
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Checked by
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Entered by
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Approved by
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Page 6 of 6
RIDER TO LEASE BY AND BETWEEN 29 WEST THIRTY, LLC
AS LANDLORD, AND NARA BANK, N.A.
AS TENANT
DATED: OCTOBER 12, 2000
- --------------------------------------------------------------------------------
THE PROVISIONS CONTAINED IN THIS RIDER ARE INTENDED TO SUPPLEMENT THE
PROVISIONS CONTAINED IN THIS LEASE, AND NOT TO SUPERSEDE OR VITIATE ANY
OF THE PROVISIONS CONTAINED IN THIS LEASE. ALL OF THE PRINTED
PROVISIONS OF THIS LEASE CONTINUE IN FULL FORCE AND EFFECT, EXCEPT TO
THE EXTENT THAT THEY MAY BE INCONSISTENT WITH THE PROVISIONS CONTAINED
IN THIS RIDER, IN WHICH CASE, THE RIDER PROVISIONS SHALL PREVAIL.
40. The tenant agrees that the rent hereunder provided to be paid shall
become due and payable to the landlord without any demand therefor, and without
any offset or defense of any kind whatsoever. If the tenant shall allege or
claim any damages resulting from any breach, or alleged breach by the landlord,
under the terms of the lease, or any claim of any kind whatsoever, arising in
favor of the tenant against the landlord, the tenant agrees that such claim
shall not be asserted, and may not be asserted against the landlord, either as a
counter-claim, set-off or defense in any action or proceeding brought by the
landlord against the tenant for the payment of rent, or recovery of possession
of the demised premises. Such claim by the tenant against the landlord shall
only be enforced, prosecuted or maintained by a separate action or proceeding
instituted by the tenant against the landlord and shall not be consolidated with
any action or proceeding brought by the landlord to recover rent or to recover
possession of the demised premises.
41. In addition to any of the remedies available to the landlord, as
provided in Paragraph "18" herein, the landlord shall have the privilege of
electing to terminate this lease, pursuant to the provisions of this lease by
summary proceedings as a result of the default on the part of the tenant; the
landlord shall have the option, which right shall be exercised in writing, to
retain as liquidated damages any rent, security, deposit and monies received by
the landlord from the tenant. In such event, and upon the exercise of such
option by the landlord, the tenant shall be released and relieved of any
obligations to pay damages, or the difference in rent between that stipulated
hereunder and thereafter received by the landlord in reletting.
42. The landlord in no way warrants the fitness of the demised premises
as now constituted, or that the Certificate of Occupancy permits tenant's use,
and makes no representations that the premises are presently in good repair or
otherwise fit or zoned for the use and occupancy intended. The tenant takes the
premises "as is" and at its own risk and will not hold the landlord liable for
any defects whatsoever in the demised premises during the term of the within
lease, but landlord shall remain responsible for repairs to the outside walls,
roof of building and foundation, public areas of the property and building
thereon. Tenant further represents that it is presently in occupancy of the
demised premises and is familiar with its condition and that it is not
Page 1
relying upon any representations of the landlord or its agents with reference to
the fitness of the premises for use as a Bank and offices and further represents
that tenant will make its own independent investigation as to the fitness of the
premises.
43. The tenant represents, covenants and agrees with landlord that no
real estate broker or finder introduced the tenant to the landlord, or to the
demised premises, and insofar as the conduct of the tenant is concerned, no
broker is entitled to any commissions in connection with this lease and tenant
agrees to indemnify and hold landlord harmless from any brokerage claims other
than brokerage made to Landlord's recognized broker.
44. The security deposited under this lease, if any, shall not be
mortgaged, assigned or encumbered by the tenant without the written consent of
the landlord, except in connection with permitted assignments of the lease.
45. If the demised premises be, or become infested with vermin, flies
or other insects, the tenant shall, at the tenant's expense cause the same to be
exterminated, from time to time, to the reasonable satisfaction of the landlord.
Tenant agrees to subscribe to an exterminating service that will spray and
otherwise service the tenant's premises on a regular basis, so as to prevent
vermin, roach or insect infestation. Tenant shall be required to install,
service and maintain appropriate fire protection and alarm and surveillance
equipment for the premises if required.
46. Landlord shall be under no obligation to furnish or pay for
electricity, gas, power, telephone, light, garbage removal or provide any other
service or services whatsoever, it being the intention of the parties that
landlord is not to provide, furnish or pay any service or services of any nature
whatsoever to Tenant or to the demised premises during the term of this lease.
Tenant shall provide for and maintain within the demised premises its own
janitor service, rubbish removal, light, power, telephone, gas, electricity
extermination, etc., and pay for same. Any provision in this agreement
inconsistent with the foregoing shall be deemed modified and amended
accordingly. Notwithstanding the above, Landlord shall provide heat at no
additional cost and shall repair and maintain building wide electrical and
plumbing systems but shall not be required to repair lighting or plumbing
fixtures that service any tenant's premises or damages inflicted by reason of
Tenant's negligence or negligence of its employees or invitees.
47. Notwithstanding anything herein contained to the contrary, tenant
at its own cost and expense, shall carry general liability insurance in the
minimum limits of $2,000,000/$4,000,000 and have landlord listed as an
additional assured and will supply the landlord with a Certificate of such
insurance within thirty (30) days from the date of possession of the premises.
In the event that the tenant fails to provide such coverage, landlord may do so,
pay the premium therefor, and tenant agrees to pay the said premium to the
landlord within fifteen (15) days upon demand, and such premium shall be
considered as additional rent.
With reference to paragraph 36 of the within lease, the tenant agrees
to procure plate glass insurance covering the glass in and about the demised
premises, and to pay premiums therefor, and to deliver a copy of such insurance
to the landlord, or in the alternative, tenant may be a self-insurer; however,
if plate glass remains broken, cracked
Page 2
or defective for more than 48 hours then upon notice from landlord tenant shall
no longer be permitted to be a self-insurer and Tenant shall promptly
repair/replace said broken or cracked plate glass and failing to do so Landlord
may do so at Tenant's cost and expense, with same being deemed additional rent
and tenant shall obtain and maintain plate glass insurance. Upon the tenant's
failure to obtain such insurance the landlord, upon five (5) days notice to
tenant to cure lack of insurance, may procure the same and tenant agrees to pay
to landlord the premiums for such insurance upon presentation of a bill
therefor, as additional rental under the lease.
48. Tenant agrees to comply with any and all laws, statutes, ordinances
and regulations, Federal, State, County or Municipal, now or hereafter in force,
applicable to the tenant's use and occupancy of the leased premises.
49. It is understood and agreed that this lease is offered to the
tenant for signature, subject to the landlord's acceptance and approval, and
this lease is not binding until the landlord has affixed its signature thereto
and all required considerations are received good and collected by landlord.
50. Tenant covenants and agrees that during the term of this lease,
tenant shall maintain at tenant's own cost and expense, adequate fire insurance
with extended coverage, covering the trade fixtures, merchandise and personal
property owned by the tenant, or owned by others but in the possession of the
tenant in the demised premises. Tenant, on his own behalf and on behalf of any
bailor of personal property in the possession of the tenant, as bailee, in the
demised premises, hereby releases the landlord to the extent of the tenants and
of its bailor's insurance coverage, from the liability for loss or damage caused
by fire or any of the extended coverage casualties listed in the tenant's and/or
its bailor's insurance policies against fire and/or extended coverages. In
further consideration of the lease herein, fire and casualty insurance policies
providing coverage of the premises for the benefit of the tenant shall contain
waiver of subrogation clauses whereby the insurance companies shall not acquire
by subrogation any rights on behalf of their assured as against the landlord,
and in consideration of the lease herein the tenant hereby releases the landlord
from any liability with regard to damage or destruction of the premises or its
contents, where said loss is covered by insurance.
51. Landlord shall at his own cost and expense keep the sidewalk in
front of the demised premises clean, free of rubbish and snow, and in good order
and repair.
52. The base annual rental rate for the premises before the payment of
any additional rentals as provided for in this lease, to be paid on the first
day of each calendar month, shall be as listed as below and said base rent shall
be increased by escalations of 5% per year as listed below. There shall be
additional rentals required to be paid by the tenant as a labor and maintenance
surcharge of 5% as well as the tenant's real estate tax contribution of 20% in
excess of the 2000/2001 base year real estate taxes. No representation is made
as to the amount of actual square footage leased to tenant.
Page 3
<Table>
<Caption>
YEARLY SURCHARGE FOR
PERIOD PER MONTH PER YEAR LABOR & MAINTENANCE
Lease Year 1 $ 48,333.33 $ 580,000.00 $ 29,000.00
Lease Year 2 $ 50,750.00 $ 609,000.00 $ 30,450.00
Lease Year 3 $ 53,287.50 $ 839,450.00 $ 31,972.50
Lease Year 4 $ 55,951.88 $ 671,422.50 $ 33,571.13
Lease Year 5 $ 58,749.47 $ 704,993.63 $ 35,249.68
Lease Year 6 $ 61,686.94 $ 740,243.31 $ 37,012.17
Lease Year 7 $ 64,771.29 $ 777,255.47 $ 38,862.77
Lease Year 8 $ 68,009.85 $ 816,118.25 $ 40,805.91
Lease Year 9 $ 71,410.35 $ 856,924.16 $ 42,846.21
Lease Year 10 $ 74,980.86 $ 899,770.37 $ 44,988.52
Lease Year 11 $ 78,729.91 $ 944,758.88 $ 47,237.94
Lease Year 12 $ 82,666.40 $ 991,996.83 $ 49,599.84
Lease Year 13 $ 86,799.72 $ 1,041,596.67 $ 52,079.83
Lease Year 14 $ 91,139.71 $ 1,093,676.50 $ 54,683,83
Lease Year 15 $ 95,696.69 $ 1,148,360.33 $ 57,418.02
</Table>
53. At the time of the execution of this lease, Tenant shall deposit
with the landlord the two months security for a total of $96,666.66 Landlord
shall deposit said security in an interest bearing account with interest less 1%
administrative fee payable to tenant annually.
54. In addition to the covenants on the part of the landlord to be
performed, the landlord shall at all times keep its premises, and any adjoining
yards or alleys, if any, free from all excessive rubbish, refuse, etc., and
tenant shall conduct its business in the demised building in a neat and orderly
manner.
55. As a supplement to the provisions of this lease contained in
paragraph II hereof, and provided tenant is not in default of any of the
provisions of this lease, the tenant may assign this lease or sublet the within
premises, upon the tenant's strict compliance with the following conditions:
(a) That said assignee or sublessee shall, in writing, assume and agree
to keep, observe and perform all the agreements, conditions, covenants and terms
of this lease on the part of the tenant to be kept, observed and performed, and
shall be and become, jointly and severally liable with the tenant for the
non-performance thereof;
Page 4
(b) That a duplicate original of such assignment or sublease and
assumption, duly executed and acknowledged by the tenant and by such assignee,
or sublessee, and in a form satisfactory to the landlord, shall be delivered to
the landlord as soon as such assignment and assumption shall have been executed
and delivered;
(c) That the sublessee or assignee uses the premises solely for the
purposes set forth in this lease.
(d) This right to assign or sublease is granted to any holder of this
lease only upon landlord's prior written consent, which said consent landlord
shall not unreasonably withhold. Landlord shall be entitled to make inquiry into
proposed assignee's or subtenant's experience and financial ability.
(e) That the assignee or subtenant deposits with landlord an additional
security deposit equal to one month's current rent.
56. That in the event that an excavation shall be made for building or
other purposes, upon land adjacent to the demised premises, or shall be
contemplated to be made, the tenant shall afford to the person or persons,
causing, or to cause, such excavation, a license to enter upon the demised
premises for the doing of such work as said person or persons shall deem to be
necessary to protect, or preserve the wall or walls, structure or structures
upon the demised premises, from injury and to support the same by proper
foundations, pinning and/or underpinning, However, Landlord shall not
unreasonably interfere with the Tenant's business or security.
57. The tenant shall permit the landlord to erect, use and maintain
pipes and conduits in and through the demised premises, and to make such
decorations, repairs, alteration and improvements or additions as landlord may
deem necessary or desirable, and landlord shall be allowed to take material into
and upon said premises that may be required therefor without the same
constituting an eviction of tenant in whole or in part and the rent reserved
shall in no way be abated while said decoration, repairs, alterations,
improvements or additions are being made. The landlord shall take all
precautions and care whenever making such repairs, alterations, and
improvements, so that the business or security of the tenant shall not be
unreasonably disturbed or interfered with.
58. As a supplement to paragraph 6 of the printed portion of this lease
and paragraph 47 of the rider tenant agrees to pay, as additional rent, any
increment in insurance rates increases of said rates imposed upon the premises
as a whole as a result of tenant's use and occupancy thereof.
59. Notwithstanding anything in this lease contained to the contrary
and as a supplement to paragraph 42 of the rider of this lease, tenant shall, at
its own cost and expense, maintain and repair its own premises including but not
limited to its plumbing, air conditioning, exhaust and ventilating systems, if
any, and any and all electrical systems, which systems are presently in the
premises or added to the premises by the tenant as a supplement to the existing
systems. In the event the plumbing or electrical service or exhaust or
ventilating systems for the premises is insufficient to service tenant's needs,
tenant shall, at tenant's cost and expense, install or cause to be installed
increased plumbing and/or exhaust, ventilating or electric service capacity for
the premises.
Page 5
Notwithstanding the above, Landlord shall repair and maintain building wide
plumbing and electrical systems unless said systems are damaged by tenant's
negligence.
60. If at anytime during the lease term the tenant intends to remodel
and alter the premises then:
Said alterations and improvements made by the tenant shall comply with
the zoning and/or Certificate of Occupancy requirements for the premises as a
whole.
Tenant agrees to submit plans for the renovation or alteration of the
store premises to be consented to by the landlord, which said consent landlord
agrees not to unreasonably withhold.
The tenant covenants and agrees that, if necessary, it shall employ a
licensed architect, at its own cost and expense to prepare plans for the demised
premises and all other proposed improvements to be installed herein. The said
architect shall prepare stamped certified plans and submit said certified plans
to the Building Department of the City of New York for approval and filing and
tenant shall pay all fees and charges in connection therewith. The Landlord will
cooperate and execute any such documents as may reasonably be required for said
purposes.
The tenant further covenants and agrees that it shall obtain a permit
for all renovations and improvements to the premises from the Landmarks
Commission, if same is applicable with regard to the facade and from the
Building Department of the City of New York or any other governmental department
or agency having jurisdiction thereover, all at tenant's sole cost and expense.
61. It is understood and agreed that the Tenant is not to conduct its
business or offer for sale any of its services except in the interior of the
demised premises.
62. The tenant covenants and agrees to pay, annually, as additional
rent hereunder, in installments as billed, an amount equal to 20% of the
aggregate real estate taxes and assessments required to be paid by the landlord
for the entire premises of which the demised premises forms a part in excess of
the aggregate real estate taxes and assessments paid by the landlord for the
entire premises for the fiscal year 2000/2001 which said year shall be deemed to
be the base year throughout this lease term. In the event that in any year
subsequent to the base year the real estate taxes for that year are reduced
below the amount of real estate taxes required to be paid for the base year,
then the tenant shall receive a credit towards its rental for that year of 20%
of said amount that is less than the base year's real estate taxes.
63. The tenant agrees to keep the demised premises in a clean and
sanitary condition and at all times to promptly comply with all the rules and
regulations of the Board of Health of the City of New York, or any other
Governmental Department having jurisdiction thereof. Tenant further agrees that
it will not permit the undue accumulation of refuse matter of any description in
or about the demised premises, and at its own cost and expense, tenant agrees to
arrange for the frequent removal of such refuse matter. The tenant hereby
assumes the obligation to remove all refuse and garbage from the premises, at
its own cost and expense and in such a manner that the garbage will not
Page 6
remain in the premises for any length of time that will create a health hazard.
It is expressly understood and agreed that no garbage or refuse will be kept in
any part of the building premises not herein leased to the tenant and that all
garbage will remain in the tenants demised premises until removed from the
building.
64. It is understood and agreed that the tenant is not to receive any
window cleaning service or any other cleaning services in the demised premises
from the landlord.
65. The tenant agrees to maintain in the demised premises, at its own
cost and expense, its own electric submeter and tenant agrees to pay landlord
the charges for electricity upon rendition of bills therefore by Landlord on
submeter reading.
66. Intentionally Omitted.
67. In the event tenant fails to pay landlord the required rental for
the month on or before the 10th day of that month, then, in such event landlord
at its option, may assess a late charge of 2% for every dollar due and unpaid
per month.
68. Notwithstanding anything herein contained to the contrary, at the
termination of the lease herein the ownership of the fixtures and equipment
except for trade fixtures and equipment shall belong to the Landlord.
Notwithstanding anything herein contained to the contrary, all
plumbing, electric wiring, air conditioning ducts and wall paneling shall be
deemed to be permanently installed in the premises and shall be deemed to belong
to the landlord at the termination of the lease.
69. Tenant may erect and maintain exterior signs against the building
to the extent permitted by law, and to the extent that same are in character
and keeping with the building of which the demised premises forms a part, all at
tenants cost and expense and tenant agrees to maintain said signs in working
order and to pay any and all permit fees, if any, in connection therewith.
Notwithstanding anything herein contained to the contrary, tenant
covenants and agrees that all plans for any signs must be submitted to the
landlord for landlord's prior approval which approval landlord shall not
unreasonably withhold.
70. Intentionally omitted.
71. Intentionally Omitted.
72. Intentionally omitted.
73. All obligations of the tenant under this lease to pay a sum of
money in addition to the stated rent shall be deemed to be an additional rent
and the landlord shall have the same rights and remedies for non-payment thereof
as upon a default in the payment of the base rent. The above includes the 5%
surcharge for labor and maintenance which tenant is obligated to pay.
Page 7
74. All checks tendered to the landlord as and for the rent of the
demised premises shall be deemed payments for the account of the tenant. If
landlord receives from tenant any payment (partial payment) less than the sum of
the fixed annual rent, additional rent and other charges then due and owing
pursuant to the terms of this lease, landlord in its sole discretion may
allocate such partial payment in whole or in part to any fixed annual rent, any
additional rent and/or other charges or to any combination thereof. Acceptance
by the landlord of rent from anyone other than the tenant shall not be deemed to
operate as an attornment to the landlord by the payer of such rent or as a
consent by the landlord to an assignment or subletting by the tenant of the
demised premises to such payer, or as a modification of the provisions of this
lease. Any partial payments marked paid in full or otherwise deposited by
landlord shall not be deemed paid in full or forgive tenant of any outstanding
or remaining balance owed. Only written amendments executed by landlord may
reduce monies owed by tenant.
75. The items now in the demised premises, if any, belonging to the
landlord may be used by tenant during the term of this lease, but are to remain
in the ownership of the landlord. Tenant covenants and agrees to keep in proper
repair and maintenance all of the items in the premises, if any, belonging to
the landlord.
In this connection tenant may use any existing air conditioning and
ventilation system in the premises, if any. Tenant agrees to accept said air
conditioning and ventilation system in their present "as is" condition and to
upgrade and repair same if necessary and to maintain said system or replace same
with a system at least equal to it, during the lease term.
76. The tenant hereby assumes liability for, and agrees to indemnify
and hold harmless the landlord from and against any and all suits, actions
demands, claims for damages and any and all liability, loss and expenses arising
from injury and/or damage (including but not limited to, the property of the
landlord) caused by the acts or omissions of the tenant, its agents, servants,
employees, subcontractors, licensees, invitees, or occurring by reason of or in
connection with the use or operation of the demised premises of any of the
appurtenances, facilities, or equipment used in connection therewith by anyone
including the public, the tenant, the tenant's agents, servants, employees,
subcontractors, licensees or invitees while in, on or about the demised
premises, or while acting in the course of or in the scope of their employment,
it being the intent of the provisions of this article that the tenant shall
assume all the risks of liability for and indemnify, defend, and hold harmless,
the landlord against all claims against landlord for liabilities arising out of
or in any manner, directly or Indirectly, in connection with the conduct of
tenant's business or the use of the premises by the tenant. The tenant agrees
that the liability insurance of the tenant shall name landlord as co-insured.
77. Tenants obligation to pay any additional rent under this lease for
the final lease year shall survive the expiration of the term of this lease.
78. Sprinklers or additional sprinklers, if necessary, because of the
Tenant's business operations or the manner tenant uses its premises are the sole
responsibility of the tenant. However if sprinklers or additional sprinklers are
required uniformly according
Page 8
to the code regardless of tenant's specific use of the premises, said
responsibility for installing same are landlords responsibility.
79. Intentionally Omitted.
80. Intentionally Omitted.
81. There is no charge to tenant for water consumed by tenant for
ordinary lavatory purposes inasmuch as same is included in the 5% tenant
surcharge payment.
82. Intentionally Omitted.
84. Intentionally Omitted.
85. Neither this lease nor any part hereof nor the interest of tenant
hereunder or in any lease or the rentals thereunder, shall, by operation of law
or otherwise, be assigned, sublet, mortgaged, pledged, encumbered or otherwise
transferred by tenants legal representatives or successors in interest and
neither the leased premises, nor any part thereof, nor any property therein
shall be encumbered in any manner by reason of any act or omission on the part
of tenant or anyone claiming under or through tenant except as provided in
paragraph 55. Any assignment, mortgage, pledge, encumbrance or transfer in
contravention of this article shall be void. Notwithstanding the above, tenant
may sell the bank branch operating at the demised premises and in connection
therewith assign this lease to the purchaser provided the use of the premises is
for a banking purpose and the provisions of Paragraph 55 are followed.
If this lease be assigned, whether or not in violation of the terms of
this lease, landlord may collect rent from the assignee. If the leased premises
or any part thereof be sublet or be used or occupied by anybody other than
tenant, whether or not in violation of this lease, landlord may, after default
by tenant and expiration of tenant's time to cure such default, if any, collect
rent from the under tenant or occupant. In either event, landlord may apply the
amount collected to the fixed rent, additional rent or any other charge or sum
due to landlord pursuant to this lease. Neither any assignment of this lease nor
any subletting, occupancy or use of the leased premises or any part thereof by
any person other than tenant, nor any collection of rent by landlord from any
person other than tenant, nor any application of any such rent as provided in
this article, nor any direct dealing by landlord with any undertenant, occupant
or assignee, shall under any circumstances be deemed a waiver of any of the
provisions of this article or relieve, impair, release or discharge tenant of
its obligations fully to perform the terms of this lease on tenants part to be
performed and tenant shall remain fully and primarily liable therefor.
A. To the extent permitted by law, if this, lease is assigned to any
person or entity pursuant to the provisions of II U.S.C. Section 101 et seq., or
any statute now or hereafter enacted of similar nature and purpose
(collectively, the "Bankruptcy Code"), any and all monies or other consideration
payable or otherwise to be delivered in connection with such assignment shall
be paid or delivered to landlord, shall be and remain the exclusive property of
landlord and shall not constitute property of tenant or the estate of tenant
within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting landlord's property under the preceding sentence not
paid or delivered to landlord shall be promptly paid to trust for the benefit of
landlord and shall be promptly paid
to or turned over to landlord. For purposes of this section, any reference to
tenant shall be deemed to include tenants estate within the meaning of the
Bankruptcy Code.
B. To the extent permitted by applicable law, any person or entity to
which this lease is assigned pursuant to the provisions of the Bankruptcy Code
shall be deemed without further act or deed to have assumed all of the
obligations arising under this lease on and after the date of such assignment.
Any such assignee shall execute and deliver to landlord upon demand an
instrument confirming such assumption.
C. To the extent permitted by applicable law, if tenant proposes to
assign this lease pursuant to the provisions of the Bankruptcy Code to any
person or entity who shall have made a bone fide offer to accept an assignment
of this lease on terms acceptable to tenant, then notice of such proposed
assignment shall be given to landlord by tenant no later than twenty (20) days
after receipt by tenant of such bone fide offer, but in any event no later than
ten (10) days prior to the date that tenant shall make application to a court of
competent jurisdiction for authority and approval to enter into such assignment
and assumption. Such notice shall set forth
(i) the name and address of such person
(ii) all of the terms and conditions of such offer, and
(iii) adequate assurance of future performance by such person under
this lease, including, without limitation, the assurance referred to in Section
365(b)(3) of the Bankruptcy Code.
Landlord shall have the prior right and option, to be exercised by
notice to tenant given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this lease upon the same terms and
conditions and for the same consideration, if any, as the bone fide offer made
by such person, less any brokerage commissions which would otherwise be payable
by tenant out of the consideration to be paid by such person in connection with
the assignment of this lease.
86. Each party agrees to use its best efforts to include in each of its
respective insurance policies a waiver of the insurer's right of subrogation
against the other party, or if such waiver should be unobtainable or
unenforceable (a) an express agreement that such policy shall not be invalidated
if the insured waives or has waived before the casualty the right of recovery
against any party responsible for a casualty covered by the policy, or (b) any
other form of permission for the release of the other party. If such waiver,
agreement or permission shall not be, or shall cease to be obtainable without
additional charge or at all, from either party's then current insurance company,
then the insured party shall so notify the other party promptly after learning
thereof. In such case, if the other party shall agree in writing to pay the
insurer's additional charge therefor, such waiver, agreement or permission shall
(if obtainable) be included in the policy. As long as both party's casualty
insurance policies include the waiver of subrogation or agreement or permission
to release liability referred to above, each party, to the extent that such
insurance is in force and collectible, hereby waives (a) any obligation on the
part of the building necessitated or occasioned by fire or other insured
casualty, and (b) any right of recovery against the other party, any other
permitted occupant of the leased premises, any of their employees, agent or
contractors, for any loss occasioned by fire or other insured casualty.
Page 10
87. The tenant agrees to deliver to landlord within ten days of any
demand therefor, a statement certifying that this lease is unmodified and in
full force and effect, certifying the dates to which the fixed rent and any
additional rent have been paid and status of any existing defaults.
88. As a supplement to and in clarification of paragraph 62, the term
"Real Estate Taxes" shall mean all the real estate taxes levied, assessed or
imposed by Local Governments against or upon the building (29 West 30th Street,
New York, New York) of which the demised premises forms apart and the land upon
which it is erected. If due to a future change in the method of taxation, any
franchise, income, profit or other tax, or other payment, shall be levied
against landlord in whole or in part in substitution for or in lieu of any tax
which would otherwise constitute a Real Estate Tax, such franchise, income,
profit, or other tax or payment shall be deemed to be a Real Estate Tax for the
purpose hereof. If landlord should incur expense in connection with landlord's
endeavor to reduce or prevent increase in assessed valuation, tenant shall be
obligated to pay as additional rent from any refund received or savings of
future increases the amount computed by multiplying 20% times such expense of
landlord and such amount shall be due and payable upon demand by landlord and
collectible in the same manner as annual rent.
89. In any action brought to enforce the obligations of landlord under
this lease, any judgment or decree shall be enforceable against landlord only to
the extent of landlord's interest in the building of which the demised premises
form a part, and no such judgment shall be the basis of execution on, or be a
lien on, assets of landlord or any assets of any party being a partner of
stockholder in landlord other than the interest in said building.
90. In the event Tenant shall make default in the payment of the rent
reserved herein, or any item of additional rent herein mentioned, or any part of
either, or in making any other payment herein required for a total of three (3)
months, whether or not consecutive, in any twelve (12) month period, and
landlord shall have served upon tenant ten (10) days after the due date of such
rent or additional rent petitions and notices of petition to dispossess tenant
by summary proceedings in each such instance, then, notwithstanding that such
defaults may have been cured prior to the entry of a judgment against tenant,
any further default in the payment of any money due landlord during this same
twelve (12) month period shall be deemed to be deliberate and landlord may serve
a written three (3) days' notice of cancellation of this lease upon tenant, and
upon the expiration of said three (3) days, this lease and the term thereunder
shall end and expire as fully and completely as if the expiration of such three
(3) day period were the day herein definitely fixed for the end and expiration
of this lease and the term hereof, and tenant shall then quit and surrender the
demised premises to landlord, but tenant shall remain liable as elsewhere
provided in this lease.
91. Tenant shall not suffer or permit the demised premised or any part
thereof to be used in any manner, or anything to be done therein, or suffer or
permit anything to be brought into or kept therein, which would in any way (i)
violate any of the provisions of any grant, lease or mortgage to which this
lease is subordinate; (ii) violate any laws or requirements of public
authorities; (iii) make void or voidable any tire or liability insurance policy
then in force with respect to the building; (iv) make unobtainable from
reputable insurance companies authorized to do business in New York State any
fire insurance with
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extended coverage or liability elevator, boiler or other insurance required to
be furnished by landlord under the terms of any lease or mortgage to which this
lease is subordinate at standard rates; (v) cause or in landlord's reasonable
opinion by likely to cause physical damage to the building or any part thereof;
(vi) constitute a public or private nuisance; (vii) impair, in the sole opinion
of landlord, the appearance, character or reputation of the building; (viii)
discharge objectionable fumes, vapors or odors into the building
air-conditioning system or into the building flues or vents not designed to
receive them or otherwise in such manner as may unreasonably offend other
occupants of the building or the carriage house behind the main building; (ix)
impair or interfere with any of the building services or the proper servicing of
the building or the demised premises or impair or interfere with or tend to
impair or interfere with the use of any of the other areas of the building by;
(ix) impair of occasion discomfort, annoyance or inconvenience to, landlord or
any of the other tenants or occupants of the building, any such impairment or
interference to be in the sole judgment of landlord; or (x) if tenant utilizes
courtyard or outside a/c equipment, tenant's utilization of the courtyard area
air conditioning equipment and/or vents may not create noise disturbing to the
courtyard neighbors nor produce annoying or objectionable fumes nor gases and
all equipment must be installed and operated in accordance with applicable law
and code. (xi) use labor or contractors that by tenants use thereof will cause a
labor disturbance or strike, or picketing of the demised premises.
92. Intentionally Omitted.
93. The tenant will, at tenant's own cost and expense, install and
maintain such equipment and devices that may be required by any governmental
authority having jurisdiction for the elimination of offensive noises, odors, or
discharge of air, gas or waste materials in the operation of the business
conducted in the demised premises. The tenant expressly covenants and agrees
that it will conduct its business in the demised premises in full compliance
with all requirements of law applicable thereto and in such a manner that it
shall not make any, or permit to be made on or from the demised premises, loud
or objectional noises which may disturb, interfere with, or annoy the landlord
or other occupants of the building or others.
94. The tenant and its successors and assigns hereby subject themselves
to the jurisdiction of any state or federal court located within such county.
95. Legal Requirements shall mean laws, statutes and ordinances
(including building codes and zoning regulations and ordinances) and the orders,
rules, regulations, directives and requirements of all federal, state, county,
city and borough departments, bureaus, boards, agencies, offices, commissions
and other subdivisions thereof, or of any other governmental, public or
quasi-public authority, whether now or hereafter in force, and all requirements,
obligations and conditions of all instruments of record which may be applicable
to the Building or the leased premises or any part thereof or the sidewalks,
curbs or areas adjacent thereto.
96. If any of the provisions of the lease, or the application thereof
to any person or circumstance, shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such provision
or provisions to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and every
provision of this lease shall be valid and enforceable to the fullest extent
permitted by law.
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97. Tenant shall also carry water damage and sprinkler damage
insurance, sufficient to insure tenant against loss because of water and
sprinkler damage to inventories, fixtures, equipment and/or other property, in
no event in an amount less than 100% of the insurance value thereof. Tenant
agrees that it shall proceed solely against its own insurance company for any
water or sprinkler damage and tenant agrees not to sue, make claim or bring
action against landlord, or its successors and assigns, for any such damage.
98. Intentionally omitted.
99. Intentionally Omitted.
100. At the option of the landlord, and in the event that the 3rd floor
of the premises presently leased to IMS Business system Corp., becomes available
for occupancy by the tenant herein and said availability occurs prior to
December 31, 2001, the tenant agrees to lease said space at an annual rental of
$180,000.00 per year ($15,000.00 per month) with escalations of 5% per lease
year plus a 5% surcharge. The tenant's real estate tax contribution shall be
8.5% of the annual real estate taxes paid by the Landlord that is in excess of
the real estate taxes paid by the landlord for the fiscal year at the lease
inception. The lease term shall be for a period ending October 31, 2015 and the
lease shall contain substantially similar provisions as the ones contained
herein.
101. Landlord agrees that except for emergency situations, Landlord's
access to tenant's premises shall be limited to such times that it has given
tenant prior notice of its access request and has received the consent of the
tenant for said access, which said consent shall not be unreasonably withheld or
delayed. Access by the Landlord shall not unreasonably interfere with the
tenants business or security.
29 WEST THIRTY, LLC
By: (ILLEGIBLE)
-----------------------------------
Member
By: /s/ NANI THANAWALA
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Nani Thanawala
Vice President & Controller
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