STANDARD FORM OF OFFICE LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
AGREEMENT OF LEASE, ("lease" or "Lease") made as of January 25, 1995, between
THE OVERTON-LA CHOLLA JOINT VENTURE, having an office at c/o Heron Financial
Corporation, Suite 917, Heron Building, 510 W. 6th Street, Los Angeles,
California 90014
party of the first part, hereinafter referred to as OWNER, or LANDLORD, and
DANIELS PRINTING, LIMITED PARTNERSHIP, having an office at
WITNESSETH: party of the second part, hereinafter referred to as TENANT,
Owner hereby leases to Tenant and Tenant hereby hires from Owner
the fourth and fifth floors as shown on the floor plan attached
hereto as Schedule A, which the parties agree consists of a total
of 13, 830 rentable square feet ("demised premises" or "Demised
Premises") in the building known as 70 East 55th Street
("Building") constructed by Owner on the land ("Land") described
in Schedule B attached hereto, the Building and the Land are to
be hereinafter collectively referred to as the "Property", in
the Borough of Manhattan, City of New York, for a term ("Term")
of approximately five (5) years and ten (10) months (or until
such term shall cease and expire as hereinafter provided) to
commence as provided in Article 37 of Rider attached hereto and
made a part hereof at an annual rental rate ("rent" or "fixed
annual rent") of Four Hundred One Thousand and Seventy and
00/100 Dollars ($401,070.00), provided however, the rent
commencement date shall be February 7, 1995.
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 cash or by check (drawn upon a bank which is a member of
the New York Clearing House) 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 covenants as follows:
RENT
1. Tenant shall pay the rent and additional rent as above and as hereinafter
provided.
OCCUPANCY
2. Tenant shall use and occupy demised premises for general and executive
offices for Tenant's business (Tenant shall not use the Demised Premises for
printing, except that composition and typesetting may be done by computer and
modem) and for no other purpose.
(See Article 45 of Rider)
TENANT 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, installations, additions or improvements which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved 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 been done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within
thirty days thereafter, at Tenant's expense, by 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 in 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 date
fixed as the termination of this lease, elects to relinquish Owner's right
thereto and to have them removed by Tenant, in which event the same shall be
removed from the premises by Tenant prior to the expiration of the lease, at
Tenant's expense. Nothing in this Article shall be construed to give Owner
title to or to prevent Tenant's removal of trade fixtures, moveable office
furniture and equipment, but upon removal of any such from the premises or
upon removal of other installations as may be required by Owner, Tenant shall
immediately and at its expense, repair and restore the premises to the
condition existing prior to installation and repair any damage to the demised
premises or the building due to such 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.
(See Article 57 of Rider)
MAINTENANCE AND REPAIRS
4. Tenant shall, throughout the term of this lease, take good care of the
demised premises and the fixtures and appurtenances therein. Tenant shall be
responsible for all damage or injury to the demised premises or any other
part of the building and the systems and equipment thereof, whether requiring
structural or nonstructural repairs caused by or resulting from
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
subtenants, agents, employees, invitees or licensees, or which arise out of
any work, labor, service or equipment done for or supplied to Tenant or any
subtenant or arising out of the installation, use or operation of the
property or equipment of Tenant or any subtenant. Tenant shall also repair
all damage to the building and the demised premises caused by the moving of
Tenant's fixtures, furniture and equipment. Tenant shall promptly make, at
Tenant's expense, all repairs in and to the demised premises for which Tenant
is responsible, using only the contractor for the trade or trades in
question, selected from a list of at least two contractors per trade
submitted by Owner. Any other repairs in or to the building or the facilities
and systems thereof for which Tenant is responsible shall be performed by
Owner at the Tenant's expense. Owner shall maintain in good working order and
repair the exterior and the structural portions of the building, including
the structural portions of its demised premises, and the public portions of
the building interior and the building plumbing, electrical, heating and
ventilating systems (to the extent such systems presently exist) serving the
demised premises. Tenant agrees to give prompt notice of any defective
condition in the premises for which Owner may be responsible hereunder. There
shall be no allowance to Tenant for diminution of rental value and no
liability on the part of Owner by reason of inconvenience, annoyance or
injury to business arising from Owner or others making repairs, alterations,
additions or improvements in or to any portion of the building or the demised
premises or in and to the fixtures, appurtenances or equipment thereof. It is
specifically agreed that Tenant shall not be entitled to any setoff 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 shall not
apply in the case of fire or other casualty which are dealt with in Article 9
hereof.
(See Article 57 of Rider)
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 the Labor Law or any other applicable law or of the Rules of the Board
of Standards and Appeals, or of any other Board or body having or asserting
jurisdiction.
REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS:
6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant, at Tenant's sole cost and
expense, shall promptly comply 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 and regulations of the New York Board
of Fire Underwriters, Insurance Services Office, or any similar body which
shall impose any violation, order or duty upon Owner or Tenant with respect
to the demised premises, whether or not arising out of Tenant's use or manner
of use thereof, (including Tenant's permitted use) or, with respect to the
building if arising out of Tenant's
Fleet Bank of MA, N.A. is acceptable
use or manner of use of the premises or the building (including the use
permitted under the lease). Nothing herein shall require Tenant to make
structural repairs or alterations unless Tenant has, by its manner of use of
the demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect thereto.
Tenant may, after securing Owner to Owner's satisfaction against all damages,
interest, penalties and expenses, including, but not limited to, reasonable
attorney's fees, by cash deposit or by surety bond in an amount and in a
company satisfactory to Owner, contest and appeal any such laws, ordinances,
orders, rules, regulations or requirements provided same is done with all
reasonable promptness and provided such appeal shall not subject Owner to
prosecution for a criminal offense or constitute a default under any lease or
mortgage under which Owner may be obligated, or cause the demised premises or
any part thereof to be condemned or vacated. Tenant shall not do or 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 with respect to the demised premises or the building of which the
demised premises form a part, or which shall or might subject Owner to any
liability or responsibility to any person or for property damage. Tenant
shall not keep anything in the demised premises except as now or hereafter
permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance
Rating Organization or other authority having jurisdiction, and then only in
such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may
be imposed upon Owner by reason of Tenant's failure to comply with the
provisions of this article and if by reason of such failure the fire
insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Owner which shall have been charged because of
such failure by Tenant. In 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 the New York Fire Insurance Exchange, or other 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 rates then applicable to said premises. Tenant shall not place a
load upon any floor of the demised premises exceeding the floor load per
square foot area which it was designed to carry and which is allowed by law.
Owner reserves the right to prescribe the weight and position of all safes,
business machines and mechanical equipment. Such installations shall be
placed and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Owner's judgement, to absorb and prevent vibration, noise and annoyance.
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 mortgagee, affecting any lease or the real
property of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.
PROPERTY--LOSS, DAMAGE, REIMBURSEMENT, 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 (which shall include Tenant's Property as
hereinafter defined) 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.
If at any time any windows of the demised premises are temporarily closed,
darkened or bricked up (or permanently closed, darkened or bricked up, if
required by law) for any reason whatsoever including, but not limited to
Owner's own acts, Owner shall not be liable for any damage Tenant may sustain
thereby and Tenant shall not be entitled to any compensation therefor nor
abatement or diminution of rent nor shall the same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall indemnify and
save harmless Owner against and from all liabilities, obligations, damages,
penalties, claims, costs and expenses for which Owner shall not be reimbursed
by insurance, including reasonable attorneys fees, paid, suffered or
incurred as a result of any breach by Tenant, Tenant's agents, contractors,
employees, invitees, or licensees, of any covenant or 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
sub-tenant, and any agent, contractor, employee, invitee or licensee of any
sub-tenant. 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.
(See Article 49 of Rider)
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 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 additional rent 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, 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, 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 Landlord'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
hereinabove shall relieve Tenant from liability that may exist as a result of
damage from fire or other casualty. Notwithstanding the foregoing, 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
releases and waives all right of recovery against the other or any one
claiming through or under each of them by way of subrogation or otherwise.
The foregoing release and waiver shall be in force only if both releasors'
insurance policies contain a clause providing that such a release or waiver
shall not invalidate the insurance. If, and to the extent, that such waiver
can be obtained only by the payment of additional premiums, then the party
benefitting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the party obtaining
insurance coverage shall be free of any further obligation under the
provisions hereof with respect to waiver of subrogation. 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 and assigns to Owner,
Tenant's entire interest in any such award.
ASSIGNMENT, MORTGAGE, ETC.:
(See Article 42 of Rider)
ELECTRIC CURRENT:
(See Article 43 of Rider)
ACCESS TO PREMISES:
(See Article 44 of Rider)
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
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 the certificate of 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 Owner by the sending of a written notice to
Tenant within a reasonable time after the happening of any one or more of the
following events: (1) the commencement of a case in bankruptcy or under the
laws of any state naming Tenant as the debtor; or (2) the making by Tenant of
an assignment or any other arrangement for the benefit of creditors under any
state statute, or (3) after the conclusion of all Tenant's bankruptcy
proceedings and any related cases and appeals of such proceeding and cases.
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, provided however, if this Lease is assumed or
assigned under Title 11 of the U.S. Code (bankruptcy code) or any similar
Federal or State statute, then the provisions of this Article 16 may be
applicable, at Owner's option, to both the Tenant and 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 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 relet 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 reletting 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 damages 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 than the amount of the difference referred to above. (See Article 41 of
Rider)
DEFAULT:
17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the covenants for the payment of rent or additional rent; or if
the demised premises becomes vacant or deserted for 30 days in succession; 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 Title 11 of
the U.S. Code (bankruptcy code); or if Tenant shall fail to move into or take
possession of the premises within fifteen (15) days after the commencement of
the term of this lease, then, in any one or more of such events, upon Owner
serving a written 30 days notice upon Tenant specifying the nature of said
default and upon the expiration of said 30 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 30 day period, and if Tenant shall not have
diligently commenced during such default within such 30 day period, and shall
not thereafter with reasonable diligence and in good faith, proceed to remedy
or cure such default, then Owner 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
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: and such default in payment remains uncured for 5 days after
written notice from Landlord (provided however, Tenant shall only be entitled
to such notice and grace period only two (2) times in any twelve (12) month
period during the Lease term); then and in any of such events Owner may
without notice, re-enter the demise premises either by force or otherwise,
and dispossess Tenant by summary proceedings or otherwise, and the legal
representative or 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 of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default
hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreement by written notice. (See Articles 49 and 56 of Rider)
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 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 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 of 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, attorney's 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 and any suit brought to collect the amount
of the deficiency for any month shall not prejudice in any way the rights of
Owner to collect the deficiency for any month shall not prejudice in any way
the rights of Owner to collect the deficiency of any subsequent month by a
similar proceeding 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 judgment, 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 hereunder as
aforesaid. 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 Tenant be entitled to receive any excess,
if any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of 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 proceedings and other remedies were not herein provided
for Mention in this lease of any particular remedy, shall not preclude Owner
from any other remedy, in law or in equity. Tenant hereby expressly waives
any and all rights of redemption granted by or under any present or future
laws in the event of Tenant being evicted or dispossessed for any cause, or
in the event of Owner obtaining possession of demised premises, by reason of
the violation by Tenant of any of the covenants and conditions of this lease,
or otherwise. (See Article 49 of Rider)
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, then, unless
otherwise provided elsewhere in this lease. Owner may immediately or at any
time thereafter and without notice perform the obligation of Tenant
thereunder. If Owner, in connection with the foregoing or in connection with
any default by Tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including
but not limited to reasonable attorney's fees, in instituting, prosecuting or
defending any action or proceeding, then Tenant will reimburse Owner for such
sums so paid or obligations incurred with interest and costs. The foregoing
expenses incurred by reason of Tenant's default shall be deemed to be
additional rent hereunder and shall be paid by Tenant to Owner within five
(5) days of rendition of any bill or statement to Tenant therefor. If
Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable
by Owner as damages.
BUILDING ALTERATIONS AND MANAGEMENT:
20. 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. There shall be no allowance to Tenant to diminution of rental
value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or other Tenants making
any repairs in the building or any such alterations, additions and
improvements. Furthermore, Tenant shall not have any claim against Owner by
reason of Owner's imposition of such controls of the manner of access to the
building by Tenant's social or business visitors as the Owner may deem
necessary for the security of the building and its occupants.
NO REPRESENTATIONS BY OWNER:
21. Neither Owner nor Owner's agents 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
except as herein expressly set forth and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth
in the provisions of this lease. 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:
22. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, broom clean,
in good order and condition, ordinary wear and damages which Tenant is not
required to repair as provided elsewhere in this lease 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 of this Lease or any renewal thereof, falls on
Sunday, this lease shall expire at noon on the preceding Saturday unless it
be a legal holiday in which case it shall expire at noon on the preceding
business day. (See Article 49 of Rider)
QUIET ENJOYMENT:
23. 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 7 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.
FAILURE TO GIVE POSSESSION:
24. 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
demised 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 not be subject to any liability
for failure to give possession on said date and the validity of the lease
shall not be impaired under such circumstances, nor shall the same be
construed in any wise to extend the term of the lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for Owner's
inability to obtain possession) until after Owner shall have given Tenant
written notice that the premises are substantially ready for Tenant's
occupancy. 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 occupancy shall be deemed to be under
all the terms, covenants, conditions and provisions of this lease, except as
to the covenant to pay rent. The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of
Section 223-a of the New York Real Property Law.
NO WAIVER:
25. The failure of Owner to seek redress for violation of, or to insist upon
the strict performance of any covenant or condition of this lease or of any
of the Rules or 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 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 signed 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 an
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 such agent or employee shall not operate as a termination of the lease or
a surrender of the premises.
WAIVER OF TRIAL BY JURY:
26. 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 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.
INABILITY TO PERFORM:
27. 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 wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be 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
or fixtures if Owner is prevented or delayed from so doing by reason of
strike or labor troubles or any cause whatsoever including, but not limited
to, government preemption in connection with a National Emergency 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 supply and
demand which have been or are affected by war or other emergency.
BILLS AND NOTICES:
28. (See Article 47 of Rider)
SERVICES PROVIDED BY OWNERS
29. As long as Tenant is not in default under any of the covenants of this
lease, Owners shall provide: (a) necessary elevator facilities on business
days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and have
one elevator subject to call at all other times; (b) heat to the demised
premises when and as required by law, on business days from 8 a.m. to 6 p.m.
and on Saturdays from 8 a.m. to 1 p.m.; (c) water for ordinary lavatory
purposes, but if Tenant uses or consumes water for any other purposes or in
unusual quantities (of which fact Owner shall be the sole judge), Owner may
install a water meter at Tenant's expense which Tenant shall thereafter
maintain at Tenant's expense in good working order and repair to register
such water consumption and Tenant shall pay for water consumed as shown on
said meter as additional rent as and when bills are rendered; (d) cleaning
service for the demised premises on business days as set forth in Schedule E
at Owner's expense provided that the same are kept in order by Tenant. Tenant
shall pay Owner the cost of removal of any of Tenant's refuse and rubbish
from the building which is not removed by normal cleaning services under
Schedule E; (e) If the demised premises is serviced by Owner's air
conditioning/cooling and ventilating system, air condition/cooling will be
furnished to tenant from May 15th through September 30th on business days
(Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m., and
ventilation will be furnished on business days during the aforesaid hours
except when air conditioning/cooling is being furnished as aforesaid. If
Tenant requires air conditioning/cooling or ventilation for more extended
hours or on Saturdays, Sundays or on holidays, as defined under Owner's
contract with Operating Engineers Local 94-94A, Owner will furnish the same
at Tenant's expense. [POINTER] RIDER to be added in respect to rates and
conditions for such additional service; (f) Owner reserves the right to stop
services of the heating, elevators, plumbing, air conditioning, power systems
or cleaning or other services, if any, when necessary by reason of accident
or for repairs, alterations, replacements or improvements necessary or
desirable in the judgment of Owner for as long as may be reasonably required
by reason thereof. If the building of which the demised premises are a part
supplies manually-operated elevator service, Owner at any time may substitute
automatic-control elevator service and upon ten days' written notice to
Tenant, proceed with alterations necessary therefor without in any wise
affecting this lease or the obligation of Tenant hereunder. The same shall be
done with a minimum of inconvenience to Tenant and Owner shall pursue the
alteration with due diligence.
CAPTIONS:
30. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provisions thereof.
DEFINITIONS:
31. The term "office", or "offices", wherever used in this lease, shall not
be construed to mean premises used as a store or stores, for the sale or
display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, barber shop, or for other
similar purposes or for manufacturing. The term "Owner" means a landlord or
lessor, and 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 or their successors in interest, or between the parties and the
purchaser, at any such sale, or the said lessee of the 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 mean all days except Saturdays, Sundays and all
days observed by the City, State or Federal Government as legal holidays and
those designated as holidays by the applicable building service union
employees service contract or by the applicable Operating Engineers contract
with respect to HVAC service.
- ----------
[POINTER] Rider to be added if necessary
ADJACENT EXCAVATION--SHORING:
32. 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:
33. Tenant and Tenant's servants, employees, agents, visitors, and licensees
shall observe faithfully, and comply strictly with, the Rules and Regulations
as set forth in Schedule D hereof and 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 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 ten (10) 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. Landlord shall uniformly
enforce the Rules and Regulations against all tenants in the Building.
SECURITY:
[POINTER] 34. Tenant has deposited with Owner the sum of $133,690.00 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. In the event Landlord applies or retains any portion or all of
the security deposited, Tenant shall forthwith fully restore the amount so
applied or retained. Landlord shall place the security deposit in an
interest-bearing account and upon return of said security, such interest
shall be paid to Tenant less one (1) percent per annum for Landlord's
administrative costs. (See Article 54 of Rider).
ESTOPPEL CERTIFICATE
35. (See Article 48 of Rider)
SUCCESSORS AND ASSIGNS:
36. 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.
- ------------------------------------
[POINTER] Space to be filled in or deleted
IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.
THE OVERTON-LA CHOLLA [SEAL]
Witness for Owner: JOINT VENTURE
BY: HERON JV ACQUISITIONS, INC.
By: [illegible]
- ------------------------------------------------- -------------------------------------- [L.S.]
Executive Vice President
DANIELS PRINTING,
LIMITED PARTNERSHIP,
Witness for Tenant: By: Daniels Printing Corp., Inc, its [SEAL]
Sole General Partner
/s/ Jeannette C Faber By: /s/ [illegible]
- ------------------------------------------------- -------------------------------------- [L.S.]
JEANNETTE C FABER [illegible]
Vice President
ACKNOWLEDGMENTS
CORPORATE OWNER CORPORATE TENANT
STATE OF NEW YORK SS.: STATE OF NEW YORK SS.:
COUNTY OF COUNTY OF
On this day of , 19 , before me On this day of , 19 , before me
personally came personally came
to me known, who being by me duly sworn, did depose and to me known, who being by me duly sworn, did depose and
say that he resides say that he resides
in in
that he is the of that he is the of
the corporation described in and which executed the the corporation described in and which executed the
foregoing instrument, as OWNER that he knows the seal foregoing instrument, as TENANT that he knows the seal
of said corporation, that the seal affixed to said of said corporation, that the seal affixed to said
instrument is such corporate seal, that it was so instrument is such corporate seal, that it was so
affixed by order of the Board of Directors of said affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by corporation, and that he signed his name thereto by
like order like order
INDIVIDUAL OWNER INDIVIDUAL TENANT
STATE OF NEW YORK SS.: STATE OF NEW YORK SS.:
COUNTY OF COUNTY OF
On this day of , 19 , before me On this day of , 19 , before me
personally came personally came
to me known and known to me to be the individual to me known and known to me to be the individual
described in and who, as OWNER, described in and who, as TENANT,
executed the foregoing instrument and acknowledged executed the foregoing instrument and acknowledged
to me that he executed the same to me that he executed the same
LEASE RIDER FOR 70 EAST 55th STREET
TENANT: Daniels Printing, Limited Partnership
-------------------------------------
SPACE: Entire 4th AND 5th Floors
-------------------------
ARTICLE 37
COMMENCEMENT OF TERM
37.01.A. The "Commencement Date" of the Term shall be the date set
forth on the first page of the printed form of this Lease
B. The "Expiration Date" of the Term shall be December 15, 2000.
C. The "Occupancy Date" shall be the date Tenant first occupies
the Demises Premises for the conduct of its business.
ARTICLE 38
TAX AND EXPENSE
ESCALATION
38.01.A. For purposes hereof, the following definitions shall apply:
(a) The term "Base Tax" shall mean the average of the Taxes
payable for the tax year July 1, 1994 through June 30, 1995 and the
tax year July 1, 1995 through June 30, 1996.
(b) The term "Tax Year" shall mean each period of twelve (12)
months which includes any part of the Term which now or hereafter is
or may be duly adopted as the fiscal year for real estate tax purposes
of the City of New York.
(c) The term "Taxes" shall mean (i) all real estate taxes,
assessments, sewer and water rents, governmental levies, municipal
taxes, county taxes or any other governmental charge, general or
special, ordinary or extraordinary, unforeseen as well as foreseen, of
any kind or nature whatsoever, which are or may be assessed, levied or
imposed upon all or any part of the Property and the sidewalks, plazas
or streets adjacent thereto, including any tax, excise or fee measured
by or payable with respect to any rent (other than any occupancy or
rent tax payable by Tenant pursuant to Article 36.03), and levied
against Landlord and/or the Property under the laws of the United
States, the City or State of New York, or any political subdivision
thereof (excluding Landlord's income tax), and (ii) any expenses
incurred by Landlord, including payments to attorneys and appraisers,
in contesting any of the items set forth in this subclause (c) (i), or
the assessed valuations of all or any part of the Property. If due to
a future change in the method of taxation or in the taxing authority,
a new or additional real estate tax, or a franchise, income, transit,
profit or other tax or governmental imposition, however designated,
shall be levied against Landlord, and/or the Property, in addition to,
or in substitution in whole or in part for any tax which would
constitute Taxes, or in lieu of additional taxes, such tax or
imposition shall be deemed for the purposes hereof to be included
within the term Taxes.
(d) The term "Tenant's Tax Share" shall mean Nine and
Sixty-Four Hundredths percent (9.64%).
(e) The term "Escalation Statement" shall mean a statement
setting forth the amount payable by Tenant for a
-1-
specified Tax Year or operating Year (as hereinafter defined), as
the case may be, or for some portion thereof pursuant to this
Article 38.
B. Tenant shall pay to Landlord as additional rent for each Tax
Year a sum equal to Tenant's Tax Share of the amount by which the taxes for
such Tax Year exceed the Base Tax ("Tenant's Tax Payment"). Landlord shall
furnish the Tenant an annual Escalation Statement (subject to revision as
hereinafter provided) for each Tax Year setting forth Tenant's Tax Payment
for such Tax Year. Tenant's Tax Payment shall be due and payable on the first
day of each month during such Tax Year in an amount equal to one-twelfth
(1/12th) of such Tenant's Tax Payment for such Tax Year. If an annual
Escalation Statement is furnished to the Tenant after the commencement of the
Tax Year to which it relates, then (a) until such Escalation Statement is
rendered, Tenant shall pay Tenant's Tax Payment for such Tax Year in
installments based upon the last Escalation Statement rendered to Tenant with
respect to Taxes and (b) Tenant shall, within ten (10) days after such annual
Escalation Statement is furnished to Tenant, pay to Landlord an amount equal
to any underpayment of the installments of Tenant's Tax Payment theretofore
paid by Tenant for such Tax Year and, in the event of an overpayment by
Tenant, Landlord shall permit Tenant to credit against subsequent payments
under this Article 38.01 the amount of such overpayment. If there shall be
any increase in Taxes for any Tax Year, whether during or after such Tax
Year, Landlord shall furnish a revised Escalation Statement for such Tax Year
to Tenant, and Tenant's Tax Payment for such Tax Year shall be adjusted and
paid or credited, as appropriate, in the same manner as provided in the
preceding sentence. If during the Term, Taxes are required to be paid (either
to the appropriate taxing authorities or as tax escrow payments to a superior
mortgagee or ground lessor) in full or on any other date or dates than as
presently required, then at landlord's option, Tenant's Tax Payments shall be
correspondingly accelerated or revised so that said Tenant's Tax Payments are
due at least thirty (30) days prior to the date payments are due to the
taxing authorities or the superior mortgagee or ground lessor. The benefit of
any discount for any early payment or prepayment of Taxes shall accrue solely
to the benefit of Landlord and such discount shall not be subtracted from
Taxes.
C. If Landlord shall receive a refund of Taxes for any Tax Year,
Landlord shall permit Tenant to credit against subsequent payments under this
Article 38.01, Tenant's Tax Share of the refund, but not in excess of,
Tenant's Tax Payment paid for such Tax Year.
38.02.A. For purposes hereof, the following definitions shall apply:
(a) The term "Expense Base Factor" shall mean the Expenses for the
calendar year 1995.
(b) The term "Operating Year" shall mean each calendar year which
includes any part of the Term.
(c) The term "Tenant's Expense Share" shall mean Nine and Seventy-Six
Hundredths percent (9.76%).
(d) The term "Expenses" shall mean the total of all the costs and
expenses (and taxes thereon, if any) incurred by Landlord with respect
to the operation and maintenance of the Property and the services
provided to the tenants of the IM Building computed on an accrual basis
including, without limitation, the costs and expenses with respect to:
steam, gas and any other fuel or utilities; water rates and sewer
rents; air conditioning for areas other than those leased to individual
tenants; heating and related ventilation; electricity as indicated by
meter for areas other than those
-2-
leased to individual tenants or if there be no meter, as determined by a
reputable, independent electrical consultant selected by Landlord whose
determinations shall be binding on Landlord and Tenant ("Landlord's
Electrical Consultant"); elevators and escalators; metal, elevator cab,
lobby, plaza, basement gardens, sidewalk, curb and other public area
maintenance and cleaning; interior and exterior landscaping and
decoration; painting of non-tenant areas; window cleaning; building
standard cleaning service supplied to tenants by Landlord; the purchase
price or rental cost, as applicable, of all building and cleaning
supplies, tools, materials, machinery and equipment; depreciation hand
tools and other movable equipment used in the operation or maintenance
of the Property; fire, extended coverage, boiler and machinery,
sprinkler apparatus, public liability and property damage, loss of
rental, fidelity and plate glass insurance and any other insurance
required by the holder of any mortgage or ground lease covering the
Property or customarily carried with respect to buildings similar to the
Building; wages, salaries, training costs, bonuses, disability benefits,
hospitalization, medical, surgical, union and general welfare benefits
(including group life insurance), any pension, retirement or life
insurance plan and other benefit or similar expense respecting employees
of the Landlord up to and including the level of the building manager;
uniforms and working clothes for such employees and the cleaning and
replacement thereof; expenses imposed on the Landlord pursuant to law or
to any collective bargaining agreement with respect to such employees;
workmen's compensation insurance, payroll, social security, unemployment
and other similar taxes with respect to such employees; salaries of
bookkeepers and accountants; professional and consulting fees, including
legal and accounting fees; charges for independent contractors
performing work included within the definition of Expenses; association
fees or dues; telephone and stationery; guards, watchmen, and other
security personnel services and/or systems; directory; Building
telephone(s); repairs, replacements and improvements which are necessary
or appropriate for the continued operation of the Building as a
first-class office building; and management fees for the management of
the Building, or if no managing agent is employed by Landlord, a sum in
lieu thereof which is not in excess of the then prevailing rates for
management fees in the Borough of Manhattan for first-class office
buildings similar to the Building.
The following costs and expenses shall be excluded or deducted, as
appropriate, from the foregoing costs and expenses:
(i) the cost of electricity, if any, furnished to the Demised
Premises and other space leased to tenants as measured by meters, or
if there be no meters, as determined by Landlord's Electrical
Consultant;
(ii) leasing commissions, relocation costs for tenants, costs
for tenant evictions and tenant fit-out work;
(iii) salaries for Landlord's executives above the grade of
building manager;
(iv) amounts received by Landlord through proceeds of
insurance to the extent the proceeds are compensation for expenses
which were previously included in Expenses hereunder;
(v) cost of repairs or replacements incurred by reason of
fire or other casualty or condemnation to the extent to which
Landlord is compensated therefor through proceeds of insurance or
condemnation award;
-3-
(vi) advertising and promotional expenditures other than for
prospective building employees of the Landlord (which expenditures
shall be included within the definition of Expenses);
(vii) Taxes;
(viii) costs for performing Landlord's Work for any individual
tenant or for performing work or furnishing services to or for
individual tenants at such tenant's expense;
(ix) expenditures for capital improvements except those which
under generally applied real estate practice are expended or regarded
as deferred expenses and except for capital expenditures required by
law, in either of which cases the cost thereof shall be included in
Expenses for the comparative year in which the costs are incurred and
subsequent comparative years, on a straight line basis, to the extent
that such items are amortized over an appropriate period, but not more
than ten (10) years, with interest at an annual rate of one (1) per
centum in excess of the prime interest rate of Chemical Bank, as
publicly announced from time to time or if Chemical Bank shall cease
to exist or cease to announce such rate, any similar rate designated
by Landlord which is publicly announced from time to time by any other
bank in the City of New York having combined capital and surplus in
excess of One Hundred Million Dollars ($100,000,000) ("Prime Rate");
(x) payments on account of rent under a ground lease (if any)
of the Land and/or Building and on account of or under any mortgage on
the Property and the costs and expenses of refinancing same.
If Landlord shall purchase any item of capital equipment or make
any capital expenditures designed to result in savings or reductions in
Expenses, then the costs for same shall be included in Expenses. The costs of
such capital equipment or capital expenditures are to be included in Expenses
for the comparative year in which the costs are incurred and subsequent
comparative years, on a straight line basis, to the extent that such items are
amortized over such period of time as reasonably can be estimated as the time in
which such savings or reductions in Expenses are expected to equal Landlord's
costs for such capital equipment or capital expenditure, with interest at an
annual rate of one (1) per centum over Prime Rate. If Landlord shall lease any
such item of capital equipment designed to result in savings or reductions in
Expenses, then the rentals and other costs paid pursuant to such leasing shall
be included in Expenses for the comparative year in which they were incurred.
If during all or part of any Operating Year, Landlord shall not
furnish any particular item(s) of work or service (which would constitute an
Expense hereunder) to portions of the Building, due to the fact that
construction of the Building is not completed, or such portions are not occupied
or leased, or because such item of work or service is not required or desired by
the Tenant of such portion, or such Tenant is itself obtaining and providing
such item of work or service, or for other reasons, then, for the purpose of
computing the additional rent payable hereunder, the amount of the Expenses for
such item for such period shall be increased by an amount equal to the
additional operating and maintenance expenses which would reasonably have been
incurred during such period by Landlord if it had at its own expense furnished
such item of work or services to such portion of the Building.
B. If the Expenses for any Operating Year exceed the Expense
Base Factor, Tenant shall pay to Landlord as additional
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rent for such Operating Year a sum equal to Tenant's Expense Share of the amount
by which the Expenses for such Operating Year exceed the Expense Base Factor
("Tenant's Expense Payment").
C. Landlord shall furnish to Tenant for each Operating Year an
Escalation Statement (subject to revision as hereinafter provided) setting forth
Landlord's estimate of Tenant's Expense Payment for such Operating Year. Tenant
shall pay to Landlord on the first day of each month during such Operating Year
an amount equal to one-twelfth (1/12) of Landlord's estimate of Tenant's Expense
Payment for such Operating Year. If Landlord shall furnish such estimate for an
Operating Year after the commencement thereof, then (a) until the first day of
the month following the month in which such estimate is furnished to Tenant,
Tenant shall pay to Landlord on the first day of each month an amount equal to
the monthly sum payable by Tenant to Landlord under this Article 38.02C. for the
last month of the preceding Operating Year; (b) Landlord shall notify Tenant in
the Escalation Statement containing such estimate whether the installments of
Tenant's Expense Payment previously paid for such Operating Year were more or
less than the installments which should have been paid for such Operating Year
pursuant to such estimate and (i) if there shall be an underpayment, Tenant
shall pay the amount thereof within ten (10) days after being furnished with
such Escalation Statement or (ii) if there shall be an overpayment, Tenant shall
be entitled to a credit in the amount thereof against subsequent payments under
this Article 38.02; and (c) on the first day of the month following the month in
which such estimate is furnished to Tenant and monthly thereafter for the
balance of such Operating Year, Tenant shall pay to Landlord an amount equal to
one-twelfth (1/12) of Tenant's Expense Payment as shown on such estimate.
Landlord may at any time and from time to time (but not more often than four (4)
times in any Operating Year) furnish to Tenant an Escalation Statement setting
forth Landlord's revised estimate of Tenant's Expense Payment for a particular
Operating Year and Tenant's Expense Payment for such operating year shall be
adjusted and paid or credited, as applicable, in the same manner as provided in
the preceding sentence.
D. After the end of each Operating Year, Landlord shall submit to
Tenant an annual Escalation Statement prepared by Landlord setting forth the
Expenses for the preceding Operating Year and the balance of Tenant's Expense
Payment, if any, due to Landlord from Tenant for such Operating Year. If such
annual Escalation Statement shall show that the sums paid by Tenant under this
Article 38.02 exceeded Tenant's Expense Payment for such Operating Year, Tenant
shall be entitled to a credit in the amount of such excess against subsequent
payments under this Article 38.02. If such annual Escalation Statement shall
show that the sums so paid by Tenant were less than Tenant's Expense Payment for
such Operating Year, Tenant shall pay the amount of such deficiency to the
Landlord within thirty (30) days after being furnished with such annual
Escalation Statement.
E. The annual Escalation Statement with respect to Expenses to be
furnished by Landlord as provided above shall be in reasonable detail but need
not be audited or certified by accountants. Landlord may use operating cost
allocations and estimates if such allocations or estimates are required for this
Article 38.02.
38.03. Tenant shall pay to Landlord within ten (10) now days
of demand, as additional rent, any occupancy tax or rent now in effect or
hereafter enacted, which Landlord is now or hereafter required to pay with
respect to the Demised Premises or this Lease. The term "additional rent"
shall include the additional charges under this Article 38 and any and all of
Tenant's Tax Payments, Tenant's expense Payments and any payments due under
this Lease other than fixed annual rent.
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38.04. If the Commencement Date shall be other than the first day
of a Tax Year or an Operating Year or if the date of the expiration or other
termination of this Lease shall be a day other than the last day of a Tax
Year or an Operating Year, then Tenant's Tax Payment and/or Tenant's Expense
Payment for such partial year shall be equitably adjusted taking into
consideration the portion of such Tax Year or Operating Year falling within
the Term. Landlord shall, as soon as reasonably practicable, cause an
Escalation Statement with respect to Taxes for the Tax Year and/or Expenses
for the operating Year in which the Term expires to be prepared and furnished
to Tenant. Such Escalation Statement shall be prepared as of the expiration
date of the Term if such date is December 31, and if not, as of the first to
occur of June 30 or December 31 after the expiration date of the Term.
Landlord and Tenant shall thereupon make appropriate adjustments of amounts
then owing.
38.05. In no event shall the fixed annual rent ever be reduced by
operation of this Article 38. The rights and obligations of Landlord and
Tenant under the provisions of this Article 38 shall survive the
termination of this Lease, and payments shall be made pursuant to this
Article 38 notwithstanding the fact that an Escalation Statement is
furnished to Tenant after the expiration or other-termination of the Term.
38.06. Landlord's failure to render an Escalation Statement with
respect to any Tax Year or operating Year shall not prejudice Landlord's
right to thereafter render an Escalation Statement with respect thereto or
with respect to any subsequent Tax Year or Operating Year. Landlord shall
issue an Escalation Statement (a) with respect to any Operating Year not
later than two (2) years after the Operating Year to which the Escalation
Statement relates, and (b) with respect to any Tax Year not later than
five (5) years after such Tax Year to which the Escalation Statement
relates; and any Escalation Statement not rendered within these specified
time periods of two (2) years and five (5) years and shall be null and
void.
38.07. The Escalation Statement to be furnished by Landlord shall
be certified by Landlord and shall be prepared in reasonable detail for
Landlord by Landlord's accountant (who may be the certified public
accountants now or then employed by Landlord for the audit of its accounts);
said certified public accountants may rely on Landlord's allocations and
estimates wherever operating cost allocations or estimates are needed for
this Article 38. The Escalation Statement thus furnished to Tenant shall
constitute a final determination as between Landlord and Tenant of the
Expenses for the periods represented thereby, unless within forty-five (45)
days after receipt of such Escalation Statement, Tenant shall notify Landlord
that it disputes the correctness of such Escalation Statement and identify
the items which Tenant claims are incorrect. Upon such notice, Landlord shall
make available to Tenant Landlord's records relating to such particular items
for Tenant's review (which Tenant may review at Tenant's expense). Pending
resolution of such dispute by Tenant, Tenant shall pay Landlord in accordance
with the disputed Escalation Statement without prejudice to Tenant's
position. If Tenant is correct in its dispute, Landlord shall credit any
amounts overpaid by Tenant against subsequent payments due under Article
38.02 (C) for Tenant's Expense Payment or if no further payments are due
from Tenant, Landlord shall promptly refund such overpayment to Tenant.
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ARTICLE 39
TWENTY-FOUR HOUR BUILDING
39.01. Supplementing Article 29 HEREOF AND subject to the
conditions and terms thereof, Landlord shall have available, twenty-four
hours per day on business days, (a) elevator facilities; (b) heating or
air conditioning, as seasonally required under this lease; and (c) a
security guard in lobby area, all without any overtime charges to Tenant.
ARTICLE 40
INSURANCE
40.01.A. Tenant shall obtain and keep in full force and effect
during the Term (or at the time Tenant's Property is placed in the Demised
Premises, if such placement is prior to the commencement of the Term), at its
own cost and expense,(a) public liability insurance, such insurance to
afford protection in an amount of not less than One Million Dollars
($1,000,000) for injury or death arising out of any one occurrence, and
One Million Dollars ($1,000,000) for damage to property, and Five
Million Dollars ($5,000,000) liability and property umbrella policy,
protecting Landlord, the lessor under any underlying lease, the holder of any
mortgage and Tenant as insureds against any and all claims for personal
injury, death or property damage occurring in, upon, adjacent to or connected
with the Demised Premises or any part thereof; and (b) insurance against
loss or damage by fire, and such other risks and hazards as are insurable
under present and future standard forms of fire and extended coverage
insurance policies, to Tenant's Property (as hereinafter defined) for the
full insurable value thereof, protecting Landlord, the holder of any superior
mortgage, the lessor under any underlying lease and Tenant as insureds. Prior
to the time such insurance is first required to be carried by Tenant and
thereafter, at least fifteen (15) days prior to the effective date of any
such policy, Tenant agrees to deliver to Landlord either a duplicate original
of the aforesaid policy or a certificate evidencing such insurance. Said
certificate shall contain an endorsement that such insurance may not be
canceled except upon at least thirty (30) days' prior notice to Landlord.
Tenant's failure to provide and keep in force the aforementioned insurance
shall be regarded as a material default hereunder entitling Landlord to
exercise any or all of the remedies provided in this Lease in the event of
Tenant's default. As used in this Lease, the term "Tenant's Property" shall
mean and be deemed to include all paneling, movable partitions, lighting
fixtures, special-cabinet work, other business and trade fixtures, machinery
and equipment, communications equipment and office equipment, whether or not
attached to or built into the Demised Premises, which are installed in the
Demised Premises by or for the account of Tenant and can be removed without
permanent structural damage to the Building, and all furniture, furnishings
and other articles of movable personal property owned by Tenant and located
in the Demised Premises.
B. Said insurance is to be written in form and substance
satisfactory to Landlord by a good and solvent insurance company of
recognized standing, admitted to do business in the State of New York, which
shall be reasonably satisfactory to Landlord. Tenant shall procure, maintain
and place such insurance and pay all premiums and charges therefor and upon
lie failure to do so Landlord may, but shall not be obligated to, procure,
maintain and place such insurance or make such payments, and in such
event-the Tenant agrees to pay the amount thereof, plus interest at two
(2) per centum in excess of Prime Rate, to Landlord on demand and said sum
shall be in each instance collectible as additional rent on the first day of
the month
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following the date of payment by Landlord. Tenant shall cause to be included
in all such insurance policies a provision to the effect that the same will
be non-cancelable except upon twenty (20) days' written notice to Landlord.
On the Commencement Date the original insurance policies or appropriate
certificates shall be deposited with Landlord. Any renewals, replacements or
endorsements thereto shall also be deposited with Landlord to the end that
said insurance shall be in full force and effect during the Term.
40.02. Each party agrees to use its best efforts to include in each
of its insurance policies (insuring the building and Landlord's property
therein, in the case of Landlord, and insuring Tenant's Property and business
interest in the Demised Premises [business interruption insurance], in the
case of Tenant, against loss, damage or destruction by fire or other
casualty) a waiver of the insurer's right of subrogation against the other
party, or if such waiver should be unobtainable or unenforceable at any time,
then for such time period, (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, or (c) the inclusion of the other party as an additional
insured, but not a party to whom any loss shall be payable. If such waiver,
agreement or permission shall not be, or shall cease to be, obtainable
without additional charge or at all, 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 be included in the policy, or the other
party shall be named as an additional insured in the policy, but not a party
to whom any loss shall be payable. Each such policy which shall so name a
party hereto as an additional insured shall contain, if obtainable,
agreements by the insurer that the policy will not be canceled without at
least twenty (20) days' prior notice to both insureds and that the act or
omission of one insured will not invalidate the policy as to the other
insured.
40.03. As long as Landlord's fire insurance policies then in force
include the waiver of subrogation or agreement or permission to release
liability referred to in Article 40.02 or name the Tenant as an additional
insured, Landlord hereby waives (a) any obligation on the part of Tenant
to make repairs to the Demised Premises necessitated or occasioned by fire or
other casualty that is an insured risk under such policies, and (b) any
right of recovery against Tenant, any other permitted occupant of the Demised
Premises, and any of their servants, employees, agents or contractors, for
any loss occasioned by fire or other casualty that is an insured risk under
such policies. In the event that at any time Landlord's fire insurance
carriers shall not include such or similar provisions in Landlord's fire
insurance policies, the waivers set forth in the foregoing sentence shall be
deemed of no further force or effect.
40.04. As long as Tenant's fire insurance policies then in force
include the waiver of subrogation or agreement or permission to release
liability referred to in Article 40.02, or name the Landlord as an
additional insured, Tenant hereby waives (and agrees to cause any other
permitted occupants of the Demised Premises to execute and deliver to
Landlord written instruments waiving) any right of recovery against Landlord,
the lessor under any underlying lease, the holder of any superior mortgage,
any other tenants or occupants of the Building, and any servants, employees,
agents or contractors of Landlord, or of any such lessor, or of any such
other tenants or occupants, for any loss occasioned by fire or other casualty
which is an insured risk under such policies. In the event that at any time
Tenant's fire insurance carriers shall not include such or similar provisions
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in Tenant's fire insurance policies, the waiver set forth in the foregoing
sentence shall, upon notice given by Tenant to Landlord, be deemed of no further
force or effect with respect to any insured risks under such policies from and
after the giving of such notice. During any period while the foregoing waiver of
right of recovery is in effect, Tenant, or any other permitted occupant of the
Demised Premises, as the case may be, shall look solely to the proceeds of such
policies to compensate Tenant or such other-permitted occupant for any loss
occasioned by fire or other casualty which is an insured risk under such
policies.
40.05. except to the extent expressly provided in Article 40.03,
nothing contained in this Lease shall relieve Tenant of any liability to
Landlord or to its insurance-carriers which Tenant may have under law or the
provisions of this Lease in connection with any damage to the Demised
Premises or the Building by fire or other casualty.
40.06. Except as otherwise provided in Article 40.01, nothing
contained in Articles 40.02, 40.03 and 40.04 shall be deemed to impose upon
Landlord or Tenant any duty to procure or maintain any kinds of insurance or
any particular amounts or limits of any such kinds of insurance. The
insurance policies referred to in Article 40.02 shall be deemed to include
policies procured and maintained by a party for the benefit of its lessor,
mortgagee or pledgee.
ARTICLE 41
CONDITIONS OF LIMITATION
41.01. This Lease and the Term and estate hereby granted are
subject to the limitation that if any event shall occur or any contingency
shall arise whereby this Lease or the estate hereby granted or the unexpired
balance of the Term would, by operation of law or otherwise, devolve upon or
pass to any person, firm or corporation other than Tenant except as is
expressly permitted under Article 42 and Article 41.02, then in any of
said events Landlord may give to Tenant notice of intention to end the Term
at the expiration of three (3) days from the date of the giving of such
notice, and, in the event such notice is given, this Lease and the Term and
estate hereby granted (whether or not the Term shall have commenced) shall
terminate upon the expiration of said three (3) days with the same effect as
if that day were the Expiration Date, but Tenant shall remain liable for
damages as provided in this Lease.
41.02. Supplementing the provisions of Article 16 hereof, if this
Lease is not terminated under Article 16 and is assigned to any person or
entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section
101 ET SEA. or any statute of similar nature and purpose ("Bankruptcy Code"),
any and all monies or other considerations 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 of 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 held in trust for the benefit of Landlord and
be promptly paid to or turned over to Landlord. Any monies received by
Landlord or on behalf of Tenant during the pendency of any proceeding in
bankruptcy shall be deemed paid as co compensation for the use and occupation
of the Demised Premises and the acceptance of any such compensation by
Landlord shall not be deemed an acceptance of rent or a waiver on the part of
Landlord of any rights under this Lease. Notwithstanding anything contained
in this Lease to the contrary, all amounts payable by Tenant to or on behalf
of Landlord under this Lease,
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whether or not expressly denominated, fixed annual rent, additional rent or any
other charges under this Lease shall constitute rent for the purposes of Section
502(b)(7) of the Bankruptcy Code.
41.03. If, at any time, (a) Tenant shall be comprised of two
(2) or more persons, or (b) Tenant's obligations under this Lease shall
have been guaranteed by any person other than Tenant, or (c) Tenant's
interest in this Lease shall have been assigned, the word "Tenant", as used
in Articles 41.01 and 41.02, shall be deemed to mean any one or more of the
persons primarily or secondarily liable Tenant's obligations under
this Lease.
ARTICLE 42
ASSIGNMENT, MORTGAGING, SUBLETTING
42.01. Except as otherwise expressly provided in this Article
42, Tenant shall not without, in each instance, obtaining the prior consent
of Landlord, (a) assign or otherwise transfer this Lease or the term and
estate hereby granted, (b) sublet all or part of the Demised Premises or
allow the same to be used or occupied by others or in violation of Articles 2
and 45, (c) mortgage, pledge or encumber this Lease or all or part of the
Demised Premises in any manner by reason of any act or omission on the part
of Tenant, or (d) advertise, or authorize a broker to advertise, for a
subtenant for all or part of the Demised Premises or for an assignee of this
Lease. For purposes of this Article 42, (i) the transfer of a majority
of the issued and outstanding capital stock of any corporate tenant or
subtenant, or the transfer of a majority of the total interest in any other
entity (partnership or otherwise) which is a tenant or subtenant, however
accomplished, whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this Lease, or of
such sublease, as the case may be, (ii) a takeover agreement shall be
deemed a transfer of this Lease,(iii) any person or legal representative
of Tenant, to whom Tenant's interest under this Lease passes by operation of
law, or otherwise, shall be bound by the provisions of this Article 42, and
(iv) a modification, amendment or extension without Landlord's prior
written consent of a sublease previously consented to by Landlord shall be
deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at
any time and from time to time such information and assurances as Landlord
may reasonably request that neither Tenant, nor any subtenant, shall have
violated the provisions of this Article 42.01.
42.02. The provisions of subclauses 42.01 (a) and (b) shall
not apply to transactions entered into by Tenant with a corporation into or
with which Tenant is merged or consolidated or with an entity to which
substantially all of Tenant's assets are transferred, provided (a) such
merger, consolidation or transfer of assets is for a good business purpose
and not principally for the purpose of transferring the leasehold estate
created hereby, and (b) the assignee or successor entity has a net worth
at least equal to or in excess of the net worth of Tenant either (i)
immediately prior to such merger, consolidation or transfer or (ii) as of
the date hereof, whichever is greater.
42.03. Any assignment or transfer, whether made with Landlord's
consent as required by Article 42.01 or without Landlord's consent
pursuant to Article 42.02, shall not be effective unless and until (a) the
assignee shall execute, acknowledge and deliver to Landlord a recordable
agreement, in form and substance reasonably satisfactory to Landlord, whereby
the assignee shall (i) assume the obligations and performance of this Lease and
agree to be personally bound by all of the covenants, agreements, terms,
provisions and conditions hereof on the part of Tenant to be performed or
observed on and after the
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effective date of any such assignment and (ii) agree that the provisions of this
Article 42 shall, notwithstanding such assignment or transfer, continue to be
binding upon it in the future, and (b) in the case of an assignment or transfer
pursuant to Article 42.02 Tenant or its successor shall have delivered to
Landlord financial statements certified by a reputable firm of certified public
accountants evidencing satisfaction of the net worth requirements referred to in
Article 42.02. Tenant covenants that, notwithstanding any assignment or
transfer, whether or not in violation of the provisions of this Lease, and
notwithstanding the acceptance of fixed annual rent by Landlord from an assignee
or transferee or any other party, Tenant shall remain fully and primarily and
jointly and severally liable for the payment of the fixed annual rent and all
additional rent due and to become due under this Lease and for the performance
and observance of all of the covenants, agreements, terms, provisions and
conditions of this Lease on the part of Tenant to be performed or observed.
42.04. The liability of Tenant, and the due performance by
Tenant of the obligations on its part to be performed under this Lease, shall
not be discharged, released or impaired in any respect by an agreement or
stipulation made by Landlord or any grantee or assignee of Landlord, by way
of mortgage or otherwise, with a third party, extending the time of, or
modifying any of the obligations contained in this Lease, or by any waiver or
failure of Landlord to enforce any of the obligations on Tenant's part to be
performed under this Lease, and Tenant shall continue to be liable hereunder.
If any such agreement or modification operates to increase the obligations of
the Tenant under this Lease, the liability under this Article 42.04 of Tenant
or any of its successors in interest (unless such party shall have expressly
consented in writing to such agreement or modification), shall continue to be
no greater than if such agreement or modification had not been made.
42.05. Landlord shall not unreasonably withhold or delay its
consent to an assignment of this Lease or to a subletting of the whole or a part
of the Demised Premises to not more than two (2) subtenants per floor for
substantially the remainder of the Term of this Lease, provided;
(a) Tenant shall furnish Landlord with the name and business
address of the proposed subtenant or assignee, information with
respect to the nature and character of the proposed subtenant's or
assignee's business, or activities, such references and current
financial information with respect to net worth, credit and financial
responsibility as are reasonably satisfactory to Landlord, and an
executed counterpart of the sublease or assignment agreement;
(b) The proposed subtenant or assignee is a reputable party
whose financial net worth, credit, financial responsibility and
security is, considering the responsibilities involved, reasonably
satisfactory to Landlord;
(c) The nature and character of the proposed subtenant or
assignee, its business or activities and intended use of the Demised
Premises are, in Landlord's reasonable judgment, in keeping with the
standards of the Building and the floor or floors on which the Demised
Premises are located;
(d) The proposed subtenant or assignee is not then an occupant
of any part of the Building or a party who dealt with Landlord or
Landlord's agent (directly or through a broker) with respect to space
in the Building, during the twelve (12) months immediately preceding
Tenant's request for Landlord's consent;
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(e) All costs incurred with respect to providing reasonably
appropriate means of ingress and egress from the sublet space or to
separate the sublet space from the remainder of the Demised Premises
shall be borne by Tenant and shall otherwise be subject to the
provisions of Articles 3 and 57 with respect to alterations,
installations, additions or improvements;
(f) Each assignment or sublease shall specifically state that
(i) it is subject to all of the terms, covenants, agreements,
provisions, and conditions of this Lease, (ii) the subtenant or
assignee, as the case may be, will not have the right to further
assign or sublet all or part of the Demised Premises or to allow
same to be used by others, without the consent of Landlord in each
instance, (iii) a consent by Landlord thereto shall not be deemed
or construed to modify, amend or affect the terms and provisions of
this Lease, or Tenant's obligations hereunder, which shall continue
to apply to the Demised Premises involved, and the occupants
thereof, as if the sublease or assignment had not been made, (iv)
if Tenant defaults in the payment of any rent, Landlord is
authorized to collect any rents due or accruing from any assignee,
subtenant or other occupant of the Demised Premises and to apply
the net amounts collected to the fixed annual rent and additional
rent due hereunder, (v) the receipt by Landlord of any amounts from
an assignee or subtenant, or other occupant of any part of the
Demised Premises shall not be deemed or construed as releasing
Tenant from Tenant's obligations hereunder or the acceptance of
that party as a direct tenant and (vi) the subtenant shall be
required to pay its proportionate share of Tenant's Tax Payment and
Tenant's Expense Payment;
(g) Tenant shall, together with requesting Landlord's consent
hereunder, have paid Landlord any costs incurred by Landlord to review
the requested consent including any attorneys' and other
professionals' fees and expenses incurred by Landlord;
(h) The proposed subtenant or assignee is not a tenant with a
use and occupancy prohibited by Articles 2 and 45;
(i) In the case of a subletting of a portion of the Demised
Premises, the portion so sublet shall be regular in shape and suitable
for normal renting purposes;
(j) Tenant shall have granted to Landlord or its agent, at
Landlord's election, the exclusive right to sublease the Demised
Premises or such portion thereof as Tenant proposes to sublet, or to
assign this Lease, as the case may be, for a period of three (3)
months and Tenant shall pay to Landlord's agent upon execution of such
sublease, assignment, release or other disposition a commission
computed in accordance with Landlord's agent's standard rates and
rules then in effect for the locality in which the Demised Premises
are located;
(k) The subletting or assignment shall not be at a lower rental
rate than that being charged by Landlord at the time for similar space
then available in the Building; and
(l) The proposed assignment or sublease shall provide that it is
subject to the Landlord's rights under Article 42.06. Tenant shall
have complied with the provisions of Article 42.06 and Landlord shall
not have made any of the elections provided for therein.
42.06.A. If Tenant seeks Landlord's consent to assign this
Lease or sublet all or any portion of the Demised Premises, Tenant shall, no
later than sixty (60) days prior to the
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effective date anticipated for such assignment or sublet ("Effective Date")
deliver to Landlord executed counterparts of any such agreement and all
ancillary agreements with the proposed assignee or sublessee, as applicable, and
Landlord shall then have the right to elect by notice to Tenant given within
thirty (30) days after such delivery (x) to consent or refuse to consent to such
assignment or sublease or (y) to elect to:
(a) with respect to a proposed assignment of this Lease:
(i) terminate this Lease as of the Effective Date as if
it were the Expiration Date set forth herein; or
(ii) accept an assignment of this Lease from Tenant in
which event Tenant shall promptly execute and deliver to Landlord
or Landlord's designee an assignment of this Lease in form
reasonably satisfactory to Landlord's counsel which shall be
effective as of the Effective Date;
(b) With respect to a proposed subletting of the entire Demised
Premises:
(i) proceed under subclause (a)(i) OR (a)(ii) above; or
(ii) accept a sublease from Tenant OF the entire Demised
Premises in which event Tenant shall promptly execute and deliver
to Landlord or Landlord's designee a sublease for the remainder
of the Term hereof less one (1) day commencing with the Effective
Date on (x) the rental terms specified in the proposed sublease
or (y) the rental terms specified in this Lease, as elected by
Landlord in its notice to proceed under this subclause (b)(ii);
and
(c) With respect to a proposed subletting of less than the
entire Demised Premises:
(i) terminate this Lease as to the portion of the Demised
Premises affected by such subletting as of the Effective Date in
which case Tenant shall promptly execute and deliver to Landlord
an appropriate modification of this Lease in form satisfactory to
Landlord; or
(ii) accept a sublease from Tenant of the portion of the
Demised Premises affected by such subletting in which event
Tenant shall promptly execute and deliver to Landlord or
Landlord's designee a sublease for the remainder of the term
hereof less one (1) day commencing with the Effective Date at (x)
the rental terms specified in the proposed sublease or (y) the
rental terms specified in this Lease on a per rentable square
foot basis, as elected by Landlord in its notice to proceed under
this subclause (c)(ii).
B. In the event that this Lease shall be assigned to
Landlord or Landlord's designee or if all or part of the Demised Premises
shall be sublet to Landlord or Landlord's designee pursuant to this Article
42.06, the provisions of any such assignment or sublease and the obligations
of Landlord and the rights of Tenant with respect thereto shall not be
binding upon or otherwise affect the rights of any holder of a superior
mortgage or of a superior lease unless such holder shall elect by written notice
to Tenant to succeed to the position of Landlord or its designee thereunder.
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C. If Landlord should elect to have Tenant execute and
deliver a Sublease back to Landlord pursuant to the provisions of Article
42.06A, said sublease shall be in form reasonably satisfactory to Landlord's
counsel and on all the terms contained in this Lease, except that:
(a) The rental terms shall be those specified by Landlord as
provided in subclause 42.06A(c)(ii);
(b) The sublease shall not provide for any work to be done
for the subtenant or for any initial rent concessions or contain
provisions inapplicable to a sublease, except that in the case of a
subletting of a portion of the Demised Premises, Tenant shall pay
to subtenant (i) the cost of erecting such demising walls as are
necessary to separate the subleased premises from the remainder of
the Demised Premises and to provide access thereto and (ii) the
estimated cost of such other work as was to be paid for or
performed by Tenant pursuant to any sublease for which Landlord's
consent was requested;
(c) The subtenant thereunder shall have the right to underlet
the subleased premises, in whole or in part, or assign the sublease,
without Tenant's consent;
(d) The subtenant thereunder shall have the right to make, or
cause to be made, any changes, alterations, decorations, additions and
improvements that such subtenant may desire to authorize;
(e) Such sublease shall expressly negate any intention that any
estate created by or under such sublease be merged with any other
estate held by either of the parties thereto;
(f) Any consent required by Tenant, as sublessor under that
sublease, shall be deemed granted if consent with respect thereto is
granted by Landlord;
(g) There shall be no limitation as to the use of the sublet
premises by the subtenant thereunder; and
(h) Any failure of the subtenant thereunder to comply. with the
provisions of said sublease, other than with respect to the payment of
rent to Tenant, shall not constitute a default thereunder or hereunder
if Landlord has consented to such noncompliance.
D. If pursuant to the exercise of any of Landlord's options
under this Article 42.06, this Lease is terminated as to only a portion of
the Demised Premises, then the fixed annual rent payable hereunder and the
additional rent payable pursuant to Article 38 shall be adjusted in
proportion to the portion of the Demised Premises affected by such
termination.
E. If the Landlord shall give its consent to any assignment
of this Lease or to any sublease, Tenant shall in consideration therefor, pay
to Landlord, as additional rent:
(a) in the case of an assignment, an amount equal to all sums
and other consideration paid to Tenant by the assignee for or by
reason of such assignment (including, but not limited to, sums paid
for the sale of Tenant's fixtures, leasehold improvements, equipment,
furniture, furnishings or other personal property, less in the case of
a sale thereof, the then net unamortized or undepreciated cost thereof
determined on the basis of Tenant's federal income tax returns, or, if
Tenant does not file such returns, on the same basis as carried on
Tenant's books); and
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(b) in the case of a sublease, any rents, additional charges or
other consideration payable under the sublease to Tenant by the
subtenant which is in excess of the fixed annual rent and additional
rent accruing during the term of the sublease in respect of the
subleased space (at the rate per rentable square foot payable by
Tenant hereunder) pursuant to the terms hereof (including, but not
limited to, sums paid for the sale or rental of Tenant's fixtures,
leasehold improvements, equipment, furniture or furnishings or other
personal property, less, in the case of the sale thereof, the then
net unamortized or undepreciated cost thereof determined on the basis
of Tenant's federal income tax returns, or, if Tenant does not file
such returns, on the same basis as carried on Tenant's books).
The sums payable under this Article 42.06E shall be paid to
Landlord as and when paid by the assignee or subtenant to Tenant.
F. If Landlord exercises any of its options under this
Article 42.06, Landlord shall be free to, and shall have no liability to
Tenant if Landlord shall, lease the Demised Premises or any portion thereof
with respect to which one of such options exercised, to Tenant's proposed
assignee or subtenant, as the case may be.
G. (a) If Tenant (for the purposes of this Article 42.06G,
the term Tenant shall include its trustee in bankruptcy) assumes this Lease
and proposes to assign the same pursuant to the provisions of the Bankruptcy
Code to any person or entity who shall have made a BONA FIDE arms-length
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 of such offer by Tenant, 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 the 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 BONA FIDE arms-length 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. 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 from and after the date of such assignment. Any such
assignee shall execute and deliver to Landlord upon demand an instrument
confirming such assumption. If this Lease is assigned to any person or
entity pursuant to the provisions of 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 of the estate of Tenant within the meaning of the Bankruptcy
Code. Any and all monies or other consideration constituting Landlord's
property under the preceding sentence not paid or delivered to Landlord shall
be held in trust for the benefit of Landlord and shall be promptly paid to or
turned over to Landlord.
(b) The term "adequate assurance of future performance" as used
in this Lease shall mean (in addition to the
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assurances called for in said Section 365(b)(3) of the Bankruptcy Code) that any
proposed assignee shall, among other things, (i) deposit with Landlord on the
assumption of this Lease as security for the faithful performance and observance
by such assignee of the terms and obligations of this Lease, an amount equal to
the fixed annual rent and additional rent for the twelve (12) month period
immediately preceding the assumption of this Lease, which sum shall be held in
accordance with the provisions of Article 34 hereof, (ii) furnish Landlord with
financial statements of such proposed assignee for the prior three (3) fiscal
years, as finally determined after an audit and certified as correct by a
certified public accountant, which financial statements shall show a net worth
at least equal to five (5) times the then fixed annual rent plus additional rent
payable in the year such statements shall be furnished, (iii) grant to Landlord
a security interest in such property of the proposed assignee as Landlord shall
deem necessary to secure such proposed assignee's future performance under this
Lease, and (d) provide such other information or take such action as Landlord,
in its reasonable judgment, shall determine is necessary to provide adequate
assurance of the performance by such proposed assignee of its obligations under
the Lease.
(c) If, at any time after tenant may have assigned Tenant's
interest in this Lease, this Lease shall be disaffirmed or rejected in
any proceeding of the types described in Article 16 of this Lease, or
in any similar proceeding, or in the event of termination of this
Lease by reason of any such proceeding or by reason of lapse of time
following notice of termination given pursuant to said Article 16,
Tenant, upon request of Landlord given within thirty (30) days next
following any such disaffirmance, rejection or termination (and actual
notice thereof to Landlord in the event of a disaffirmance or
rejection or in the event of termination other than by act of
Landlord), shall (i) pay to Landlord all fixed annual rent, additional
rent and other items of rent charges due and owing by the assignee to
Landlord under this Lease to and including the date of such
disaffirmance, rejection or termination, and (ii) as "tenant", enter
into a new lease with Landlord of the Premises for a term commencing
on the effective date of such disaffirmance, rejection or termination
and ending on the Expiration Date, unless sooner terminated as in such
lease provided, at the same annual fixed rent (and other items of rent
changes) and upon the then executory terms, covenants and conditions
as are contained in this Lease, except that (1) Tenant's rights under
the new lease shall be subject to the possessory rights of the
assignee under this Lease and to the possessory rights of any person
claiming through or under such assignee or by virtue of any statute or
of any order of any court, and (2) such new lease shall require all
defaults existing under this Lease to be cured by Tenant with due
diligence, and (3) such new lease shall require Tenant to pay all
fixed annual rent, additional rent and other items of rent changes
reserved in this Lease which, had this Lease not been so disaffirmed,
rejected or terminated, would have accrued under the provisions of
this Lease after the date of such disaffirmance, rejection or
termination with respect to any period prior thereto. If Tenant shall
default in its obligation to enter into said new lease for a period of
ten (10) days next following Landlord's request therefor, then, in
addition to all other rights and remedies by reason of such default,
either at law or in equity, Landlord shall have the same rights and
remedies against Tenant as if Tenant had entered into such new lease
and such new lease had thereafter been terminated as of the
commencement date thereof by reason of Tenant's default thereunder.
The provisions of this Article 42.06G shall survive the expiration or
earlier termination of this Lease.
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ARTICLE 43
ELECTRICITY
43.01. If the Demised Premises form one or more entire floor(s)
Tenant shall purchase its electric current directly from the public utility
serving the Building for all of the electric current consumption of the
Demised Premises, including without limitation, the heating, ventilation and
air-conditioning system ("HVAC") for the Demised Premises, and Tenant shall
be responsible for the payment of all bills therefor. If Tenant shall fail to
pay any such bills, Landlord, at its option, may pay the same and collect
such payment with interest (as set forth in Article 56.02) as additional rent.
43.02. If one or more electric meters measure the consumption of
electric current by Tenant and another lessee of space in the Building (i.e.,
more than one tenant on a floor), or if there is no meter measuring Tenant's
consumption of electric current for any purpose, including without limitation,
lighting in common areas and HVAC on a floor shared by Tenant and another lessee
of space in the Building, Tenant agrees to pay to Landlord or Landlord's
designated agent charges for electric current consumed by Tenant as determined,
at Landlord's option, (a) by Landlord's Electrical Consultant or (b) by the
percentage that the square footage of the Demised Premises bears to the total
square footage of the floor shared by Tenant with other lessee(s) of the
Building. Bills therefor, at the rate charged to Landlord for such electric
current, plus the amount of sales tax imposed thereon by any governmental or
recognized authority, plus ten percent (10%) of the total amount thereof for
administration and processing, shall be rendered at such times as Landlord may
elect and shall be payable by Tenant as additional rent. In the event that bills
hereunder are not paid within five (5) days after the same are rendered,
Landlord may, without further notice, discontinue the service of electric
current to the Demised Premises without releasing Tenant from any liability
under this Lease and without Landlord or Landlord's agent incurring any
liability for any damage or loss sustained by Tenant by such discontinuance of
service. Tenant shall permit Landlord's Electrical Consultant to make surveys in
the Demised Premises from time to time during normal business hours regarding
the electrical equipment and fixtures and the use of electric current therein.
Tenant acknowledges that the Demised Premises form One Hundredths percent (100%)
of the fourth (4th) and fifth (5th) floors.
43.03. If Tenant pays for electric current consumed pursuant to
Article 43.02, Landlord reserves the right to discontinue furnishing electric
current to Tenant at any time upon not less than sixty (60) days' written notice
to Tenant, and from and after the effective date of such termination, Landlord
shall no longer be obligated to furnish Tenant with electric current, provided,
however that such termination date may be extended for a time reasonably
necessary for Tenant to make arrangements to obtain electric service directly
from the public utility company servicing the Building. If Landlord exercises
such right of termination, this Lease shall remain unaffected thereby and shall
continue in full force and effect; and thereafter Tenant shall diligently
arrange to obtain electric service directly from the public utility company
servicing the Building, and may utilize the then existing electric feeders,
risers and wiring serving the Demised Premises to the extent available and
safely capable of being used for such purpose and only to the extent of Tenant's
then authorized connected load. Landlord shall not be obligated to pay any part
of the cost incurred by Tenant in obtaining direct electric service.
43.04. Landlord at Tenant's sole cost and expense shall be
responsible for any repair, maintenance and replacement
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of any electric meter, panel board and all wires, wiring, feeders and risers
serving the Demised Premises, and Tenant shall pay Landlord's reasonable
charges therefor on demand. Tenant covenants that at no time shall the use of
electrical energy in the Demised Premises exceed the capacity of the existing
feeders or wiring installations then serving the Demised Premises. Tenant
shall not make or perform, or permit the making or performance of, any
alterations to wiring installations or other electrical facilities in or
serving the Demised Premises or any additions to the business machines,
office equipment or other appliances (other than typewriters and similar low
energy consuming office machines) in the Demised Premises which utilize
electrical energy, without the prior consent of Landlord in each instance.
43.05. Landlord shall furnish and install all replacement lighting,
tubes, lamps, starters, bulbs, and ballasts required in the Demised Premises and
Tenant shall pay to Landlord or its designated contractor, upon demand, the then
charges established by Landlord therefor as additional rent. Landlord shall have
the right to relamp the Building in sequence.
ARTICLE 44
ACCESS; CHANGE IN FACILITIES
44.01. All parts (except surfaces facing the interior of the
Demised Premises) of all walls, windows and doors bounding the Demised Premises
(including exterior Building walls, core corridor walls, doors and entrances),
all balconies, terraces and roofs adjacent to the Demised Premises, all space in
or adjacent to the Demised Premises used for shafts, stacks, stairways, chutes,
pipes, conduits, ducts, fan rooms, heating, air conditioning, plumbing,
electrical and other mechanical facilities, service closets and other Building
facilities, and the use thereof, as well as access thereto through the Demised
Premises for the purposes of operation, decoration, maintenance, alteration and
repair, are hereby reserved to Landlord. Landlord reserves the right, at any
time, without incurring any liability to Tenant therefor, to make such changes
in or to the Building and the fixtures and equipment of the Building as well as
in the entrances, passageways, halls, doors, doorways, corridors, elevators,
escalators, stairs, toilets and other public parts of the Building, as it may
deem necessary or desirable, provided any such change (a) does not permanently
and unreasonably deprive Tenant of access to the Demised Premises, (b) does not
interfere with the use of the Demised Premises or the services furnished to the
Demised Premises for an unreasonable length of time, and (c) does not reduce the
floor area of the Demised Premises in excess of two percent (2%) (without an
appropriate adjustment in fixed annual rent). Nothing contained in this Article
44.01 shall impose any obligation upon Landlord with respect to the operation,
decoration, maintenance, alteration or repair of the Demised Premises or the
Building.
44.02. Tenant shall permit Landlord to install, use and maintain
pipes, ducts and conduits within or through the Demised Premises, or through the
walls, columns and ceilings therein, provided that the installation work is
performed at such times and by such methods as will not unreasonably interfere
with Tenant's use and occupancy of the Demised Premises, or damage the
appearance thereof, reduce the floor area thereof by more than two percent (2%)
(without an appropriate adjustment in fixed annual rent) or materially affect
the layout of the Demised Premises. Where access doors are required in or
adjacent to the Demised Premises for mechanical trades, Landlord shall furnish
and install such access doors and confine their location, wherever practical to
closets, coat rooms, toilet rooms, corridors and kitchen or pantry rooms.
Landlord and Tenant shall
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cooperate with each other in the location of Landlord's and Tenant's facilities
requiring such access doors.
44.03. Landlord or Landlord's agents shall have the right to enter
the Demised Premises at all times upon reasonable notice (except in an emergency
when no notice if required) for any of the purposes specified in this Article 44
and (a) to examine the Demised Premises or for the purpose of performing any
obligation of Landlord or exercising any right or remedy reserved to Landlord in
this Lease; (b) to exhibit the Demised Premises to others; (c) to make such
decorations, repairs, alterations, improvements or additions, or to perform such
maintenance, including the maintenance of all air conditioning, elevator,
plumbing, electrical, sanitary, mechanical and other service or utility systems
as Landlord may deem necessary or desirable; (d) to take all materials into and
upon the Demised Premises that may be required in connection with any such
decorations, repairs, alterations, improvements, additions or maintenance; and
(e) to alter, renovate and decorate the Demised Premises at any time during the
Term if Tenant shall have removed all or substantially all of Tenant's Property
from the Demised Premises. During the last six (6) months of the Term, Landlord
may place upon the Building and/or the Demised Premises notices of space to be
leased or sold, including without limitation notices identifying the floor
location of the Demised Premises stating "To Let" and "For Sale" which notices
Tenant shall permit to remain without molestation. If Tenant, its officers,
partners, agents or employees shall not be personally present or shall not open
and permit an entry into the Demised Premises at any time when such entry shall
be necessary or permissible, Landlord may use a master key or forcibly enter the
Demised Premises. The lessor under any underlying lease and the holder of any
superior mortgage affecting the underlying lease or the land shall have the
right to enter the Demised Premises at all times to examine the Demised Premises
or for the purpose of exercising any right reserved to Landlord under this
Article 44. In the exercise of any rights reserved to Landlord under this
Article 44, Landlord shall (except in an emergency situation) use reasonable
efforts not to interfere with Tenant's use of the Demised Premises (provided
however, Landlord shall not be required to use overtime labor).
44.04. Landlord, Landlord's agents and consultants and representatives
of Landlord's insurance carriers shall have the right to permit access to the
Demised Premises at any hour, and whether or not Tenant shall be present, to
any receiver, trustee, assignee for the benefit of creditors, sheriff, marshal
or court officer entitled to, or reasonably purporting to be entitled to, such
access for the purpose of taking possession of, or removing, any of Tenant's
Property or property of any other occupant of the Demised Premises, or for any
other lawful purpose, or by any representative of the fire, police, building,
sanitation or other department of the city, state or federal governments.
Neither anything contained in this Article 44.04, nor any action taken by
Landlord under this Article 44.04, shall be deemed to constitute recognition by
Landlord that any person other than Tenant has any right or interest in this
Lease or the Demised Premises.
44.05. The exercise or non-exercise of any right reserved to
Landlord in this Article 44 shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Landlord or Landlord's agents, or upon the lessor
under any underlying lease or the holder of any superior mortgage.
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ARTICLE 45
PROHIBITED USE
45.01. Supplementing the provisions of Article 2, in no event shall
Tenant ever use or occupy the Demised Premises in contravention of the Rules and
Regulations or as a (a) savings bank, state or federal savings and loan
association, commercial bank, trust company or safe deposit business, (b)
facility for the sale or distribution of tickets for railroad, steamship,
airline or bus transportation or as a travel agency or any use related thereto,
(c) employment or recruitment agency, (d) school, college, university or
educational institution whether or not for profit; (e) government (domestic or
foreign) or any subdivision or agency thereof; (f) wholesale or retail sales or
showroom facility; and/or (g) restaurant or any facility selling or serving food
or beverages, except this subclause (g) shall not prevent Tenant from using a
portion of the Demised Premises for private dining facilities for its officers,
employees and guests, provided all municipal or governmental approvals and
consents for such use are obtained and kept in full force and effect and no
alcoholic beverages including wine, beer and liquor are kept, dispensed or
imbibed on or at the Demised Premises unless permitted by law.
45.02. Those portions, if any, of the Demised Premises which are
identified as toilets and utility areas, shall be used by Tenant only for the
purposes for which they are designed.
45.03. Tenant shall not use or permit the use of the Demised
Premises or any part thereof in any way which would violate any of the
covenants, agreements, terms, provisions and conditions of this Lease or for any
unlawful purposes or in any unlawful manner or in violation of any Certificate
of Occupancy for the Demised Premises or the Building, and Tenant shall not
suffer or permit the Demised Premises or any part thereof to be used in any
manner or anything to be done therein or anything to be brought into or kept
therein which, in the judgment of Landlord, shall in any way impair or tend to
impair the character, reputation or appearance of the Building as a high quality
office building, impair or interfere with or tend to impair or interfere with
any of the Building services or the proper and economic heating, cleaning, air
conditioning or other 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, or occasion discomfort, inconvenience,
annoyance or peril to, any of the other tenants or occupants of the Building.
Tenant shall not install any electrical or other equipment of any kind which, in
the judgment of Landlord, might cause any such impairment, interference,
discomfort, inconvenience, annoyance or peril. Tenant shall not move any safe,
heavy machinery, heavy equipment, bulky matter, or fixtures into or out of the
Building without Landlord's prior written consent. If such safe, machinery,
equipment, bulky matter or fixtures requires special handling, all work in
connection therewith shall comply with the Administrative Code of the City of
New York and all other laws and regulations applicable thereto and shall be done
during such hours as Landlord may designate.
45.04. If any governmental license or permit shall be required for
the proper and lawful conduct of Tenant's business or other activity carried on
in the Demised Premises, and if the failure to secure such license or permit
might or would, in any way, affect Landlord, including without limitation,
Landlord's insurance policies or mortgages, then Tenant, at Tenant's expense,
shall duly procure and thereafter maintain such license or permit and submit the
same for inspection by Landlord. Tenant, at Tenant's expense, shall, at all
times, comply with the requirements of such license or permit.
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ARTICLE 46
BROKERAGE
46.01.A. Tenant represents that in the negotiation of this
Lease it dealt with no brokers other than Galbreath Riverbank, L.P. and
Weatherall Green & Smith (New York) Inc. and that so far as Tenant is aware
said brokers are the sole brokers who negotiated this Lease. Landlord agrees
to pay said brokers commissions in accordance with separate agreements.
Tenant hereby indemnifies Landlord and holds it harmless from and all losses,
damages, liabilities and expenses arising out of any inaccuracy or alleged
inaccuracy of the above representation, including court costs and attorneys'
fees. Landlord shall have no liability for brokerage commissions arising out
of a sublease or assignment by Tenant, and Tenant shall and does hereby
indemnify Landlord and hold it harmless from any and all liability for
brokerage commissions arising out of any such sublease or assignment.
B. Landlord represents that in the negotiations of this
Lease it dealt with no brokers other than Galbreath Riverbank, L.P. and
Weatherall Green & Smith (New York) Inc. and that so far as Landlord is aware
said brokers are the sole brokers who negotiated this Lease. Landlord hereby
indemnifies Tenant and holds it harmless from any and all losses, damages,
liabilities and expenses arising out of any inaccuracy or alleged inaccuracy
of the immediately foregoing representation of Landlord, including court
costs and attorneys' fees.
ARTICLE 47
NOTICES
47.01.A. Except as otherwise expressly provided in this
Lease, any bills, statements, notices, demands, requests, consents or other
communications given or required to be given under this Lease shall be
effective only if rendered or given in writing and
(a) if to Tenant, then, at the option of Landlord,
(i) sent to: Office Manager, by mail, postage prepaid,
addressed to Tenant's address as set forth in this
Lease if mailed prior to the Commencement Date or at
the Building if subsequent to the Commencement Date,
or to such other address as Tenant may designate as
its new address for such purpose by notice given to
Landlord in accordance with the provisions of this
Article 47, or
(ii) delivered personally to Tenant,
(b) if to Landlord, sent by registered or certified mail, return
receipt requested, postage PREPAID, addressed to Landlord's address as
set forth in this Lease or to such other address as Landlord may
designate as its new address for such purpose by notice given to
Tenant in accordance with the provisions of this Article 47.
B. Any such bill, statement, notice, demand, request, consent
or other communication shall be deemed to have been rendered or given:
(a) on the date delivered, if delivered to Tenant personally,
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(b) three (3) days after the date mailed, if mailed to Landlord
or Tenant as provided in this Article 47, unless mailed outside of the
State of New York, in which case it shall be deemed to have been
given, rendered or made on the expiration of five (5) days after
mailing.
ARTICLE 48
ESTOPPEL CERTIFICATE; TENANT FINANCIAL
48.01. At any time and from time to time upon not less than
ten (10) days' prior notice by one party to the other party, the answering
party shall execute, acknowledge and deliver to Landlord a statement in
writing in form satisfactory to the requesting party 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), and the dates to which the fixed annual rent and
additional rent have been paid in advance, if any, and stating whether or not
to the best knowledge of the signer of such certificate the requesting party
is in default in performance of any term, covenant or condition contained in
this Lease and, if so, specifying each such default of which the signer may
have knowledge, it being intended that any such statement delivered pursuant
hereto may be relied upon by any prospective purchaser of the Building or any
part thereof or of the interest of Landlord in any part thereof, by any
mortgagee or prospective mortgagee thereof, by any lessor or prospective
lessor thereof, by any lessee or prospective lessee thereof, or by any
prospective assignee of any mortgage thereof, or by any party having a
financial interest in Tenant.
48.02. Tenant shall, within one hundred fifty (150) days
after the end of each fiscal year of Tenant, deliver to Landlord an annual
statement showing a balance sheet as of the last day of such fiscal year,
prepared in accordance with generally accepted accounting principles and
certified by the chief financial officer for Tenant.
ARTICLE 49
NON-LIABILITY AND INDEMNIFICATION; SURRENDER
49.01. Supplementing the provisions of Article 8, neither
Landlord nor Landlord's agents, officers, directors and shareholders shall be
liable to Tenant, its employees, agents, contractors and licensees, and
Tenant shall save Landlord, any mortgagee, and Landlord's and such
mortgagee's respective agents, employees, contractors and officers and the
lessor under any underlying lease harmless of and from all loss, cost,
liability, claim, damage and expense, including reasonable counsel fees and
expenses, penalties and fines incurred in connection with or arising from any
injury to Tenant or to any other person or for any damage to, or loss (by
theft or otherwise) of, any of Tenant's Property and/or of the property of
any other person, irrespective of the cause of such injury, damage or loss
(including the acts or negligence of any tenant or occupant of the Building
or of any owners or occupants of adjacent or contiguous property) and whether
occasioned by or from explosion, falling plaster, electricity, smoke, water,
snow or ice being upon or coming through or from the street, roof,
subsurface, skylight, trapdoor or windows, electric wiring, plumbing,
dampness, water, gas, steam or other pipes or sewage, or the failure of the
air conditioning or refrigeration system, or the breaking of any electric
wire, the bursting, leaking or running of water from any tank, washstand,
watercloset, waste-pipe, sprinkler system, radiator, or from any other pipe
in, above, upon or about the Building or the Demised Premises or which may
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at any time hereafter be placed therein, or from any other cause whatsoever.
Landlord shall, however, be responsible for any of the foregoing if caused by or
due to the negligence of Landlord or Landlord's agents without contributory
negligence on the part of Tenant, it being understood that no property, other
than such as might normally be brought upon or kept in the Demised Premises as
incident to the reasonable and appropriate use of the Demised Premises for the
purposes herein permitted will be brought upon or be kept in the Demised
Premises. Landlord and Landlord's agents shall not be liable, to the extent of
insurance coverage, for any loss of or damage to any such property even if due
to the negligence of Landlord of Landlord's agents. Any Building employees to
whom any property shall be entrusted by or on behalf of tenant shall be deemed
to be acting as Tenant's agents with respect to such property, and neither
Landlord nor Landlord's agents shall be liable for any loss of or damage to any
such property by theft or otherwise.
49.02. Further supplementing the provisions of Article 8, neither
(a) the performance by Landlord, Tenant or others of any decorations, repairs,
alterations, additions or improvements of whatever nature, in or to the Building
(including but not limited to improvements in structure and Building systems) or
the Demised Premises, nor (b) the failure of Landlord or others to make any such
decorations, repairs, alterations, additions, or improvements, nor (c) any
latent defect in the Building or in the Demised Premises, nor (d) any
inconvenience or annoyance to Tenant or injury to or interruption of Tenant's
business by reason of any of the events or occurrences referred to in the
foregoing subclauses (a) through (d) shall constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant of any of its obligations under this Lease, or impose
any liability upon Landlord, or Landlord's agents, other than such liability as
may be imposed upon Landlord by law for Landlord's negligence or the negligence
of Landlord's agents in the operation or maintenance of the Building or for the
breach by Landlord of any express covenant of this Lease on Landlord's part to
be performed.
49.03. Further supplementing the provisions of Article 8, Tenant
agrees to indemnify and save Landlord, Landlord's agents and the lessor under
any underlying lease and any mortgagee and its agents harmless of and from all
loss, cost, liability, claims, damage and expense including reasonable counsel
fees and expenses, penalties and fines, incurred in connection with or arising
from (a) any default by Tenant in the observance or performance of any of the
terms, covenants or conditions of this Lease on Tenant's part to be observed or
performed, or (b) the use or occupancy or manner of use or occupancy of the
Demised Premises by Tenant or any person claiming through or under Tenant, or
(c) any acts, omissions or negligence of Tenant or any such person, or the
contractors, agents, servants, employees, visitors or licensees of Tenant or any
such person, in or about the Demised Premises or the Building either prior to,
during, or after the expiration of, the Term including any acts, omissions or
negligence in the making or performing of any improvements. If any action or
proceeding shall be brought against Landlord or Landlord's agents, the lessor
under any underlying lease or any mortgagee, based upon any such claim and if
Tenant, upon notice from Landlord, shall cause such action or proceeding to be
defended at Tenant's expense by counsel reasonably satisfactory to Landlord,
without any disclaimer of liability by Tenant in connection with such claim,
Tenant shall not be required to indemnify Landlord or Landlord's agents for
counsel fees in connection with such action or proceeding.
49.04. Tenant shall pay to Landlord, as additional rent, within
five (5) days next following rendition by Landlord
-23-
to Tenant of bills or statements therefor, sums equal to all losses, costs,
liabilities, claims, damages and expenses referred to in Article 49.03. Tenant's
obligations under this Article 49.04 shall survive the termination of this
Lease.
49.05. (a) 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, and no such
judgment shall be the basis of execution on, or be a lien on, assets of Landlord
other than its interest in the Building. If Landlord or any successor in
interest to Landlord shall be an individual, joint venturer, tenant-in-common,
general or limited partnership, unincorporated association or other
unincorporated aggregate of individuals (collectively, "unincorporated
Landlord") and shall at any time have any liability under, pursuant to or in
connection with this Lease, neither Tenant nor any other person or entity shall
seek any personal or money judgment against unincorporated Landlord or any joint
venturer, tenant-in-common, partner or member of Landlord under or pursuant to
this Lease or otherwise, and Tenant shall look solely to the interest of
unincorporated Landlord in the Building for the satisfaction of any remedy
Tenant may have for a breach by unincorporated Landlord of this Lease, or
otherwise. Any attempt by Tenant or others to seek any personal liability or
monetary obligations shall, in addition to and not in limitation of the other
rights, powers, privileges and remedies of unincorporated Landlord under this
Lease, immediately vest unincorporated Landlord with the unconditional right to
cancel this Lease on three (3) days' notice to Tenant.
(b) Whenever in this Lease Landlord's consent or approval is
required, such consent or approval shall mean prior written consent or approval.
Whenever Tenant shall claim under this Lease, that Landlord has unreasonably
withheld or delayed its consent to some request of Tenant, Tenant shall have no
claim for damages by reason of such alleged withholding or delay, and Tenant's
sole remedies therefore shall be a right to obtain specific performance, but in
any event without recovery of damages.
49.06. If the Demised Premises are not surrendered upon the
termination of this Lease, Tenant hereby indemnifies Landlord and holds it
harmless against any loss and/or liability resulting from delay by Tenant in so
surrendering the Demised Premises, including, without limitation, any claims
made by any succeeding tenant or prospective tenant founded upon such delay, or
any loss of a prospective tenancy relating to such delay.
49.07. In the event Tenant remains in possession of the Demised
Premises after the termination of this Lease without the execution of a new
lease, Tenant, at the option of Landlord, may be deemed to be occupying the
Demised Premises as a tenant from month-to-month, at a monthly rental equal to
three (3) times the fixed annual rent and additional rent payable during the
last month of the Term, subject to all of the other terms of this Lease insofar
as the same are applicable to a month-to-month tenancy.
49.08. If this Lease be terminated as provided in Article 17 or by
or under any summary proceeding or any other action or proceeding, or if
Landlord shall re-enter the Demised Premises, Tenant covenants and agrees,
notwithstanding anything to the contrary contained in this Lease:
(a) That the Demised Premises shall be, upon such earlier
termination or re-entry, in the same condition as that in which Tenant
has agreed to surrender them to Landlord on the Expiration Date;
-24-
(b) That Tenant, on or before the occurrence of any event of
default hereunder, shall have performed every covenant contained in
this Lease for the making of any Tenant's Changes, as hereinafter
defined in Article 57.01, to the Demised Premises; and
(c) That, for the breach of either subclause (a) or (b) above,
or both, Landlord shall be entitled immediately, without notice or
other action by. Landlord, to recover, and Tenant shall pay, as and
for agreed damages therefor, the then cost of performing such
covenants, plus interest thereon at two (2) per centum above the Prime
Rate for the period between the date of the occurrence of any event of
default and the date when any such work or act, the cost of which is
computed, should have been performed under the other terms of this
Lease had such event of default not occurred.
Each and every covenant contained in this Article 49.08 shall be deemed separate
and independent, and not dependent on any other term of this Lease for the use
and occupation of the Demised Premises by Tenant, and the performance of any
such term shall not be considered to be rent or other payment for the use of
said Demised Premises. It is understood that the consideration for the covenants
in this Article 49.08 is the making of this Lease, and the damages for failure
to perform the same shall be in addition to and separate and independent of the
damages accruing by reason of default in observing any other term of this Lease.
49.09. Supplementing the provisions of Article 17 hereof, and
notwithstanding anything contained herein to the contrary notwithstanding, if
Landlord terminates this Lease pursuant to Article 17 of this Lease and such
termination shall be stayed by order of any court having jurisdiction over any
proceeding described in Article 16 or any similar proceeding, or by federal or
state statute, then, following the expiration of any such stay, or if the
trustee appointed in any Bankruptcy Code proceeding, Tenant or Tenant as
debtor-in-possession shall fail to assume Tenant's obligations under this Lease
within the period prescribed therefor by law or within sixty (60) days after
entry of the order for relief or as may be allowed by the court, or if said
trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate
protection of Landlord's right, title and interest in and to the Premises or
adequate assurance of the complete and continuous future performance of Tenant's
obligations under this Lease as provided in Article 42.06G(b) hereof, Landlord,
to the extent permitted by law or by leave of the court having jurisdiction over
such proceeding, shall have the right, at its election, to terminate this Lease
on five (5) days' notice to said trustee, Tenant or Tenant as
debtor-in-possession, and upon the expiration of said five (5) day period this
Lease shall cease and expire as aforesaid and said trustee, Tenant or Tenant as
debtor-in-possession shall immediately quit and surrender the Demised Premises
as aforesaid.
49.10. Tenant expressly waives, for itself and for any person
claiming through or under Tenant, any rights which Tenant or any such person may
have under the provisions of Section 2201 of the New York Civil Practice Law and
Rules and of any similar or successor law of same import then in force, in
connection with any holdover proceedings which Landlord may institute to enforce
the provisions of this Article 49.
-25-
ARTICLE 50
(INTENTIONALLY OMITTED]
ARTICLE 51
DIRECTORY LISTING
51.01. Landlord shall provide Tenant with Nine and Sixty-Four
Hundredths percent (9.64%) of the total spaces on any directory established
for the Building from time to time.
ARTICLE 52
RENT ABATEMENT
52.01. Notwithstanding the provisions of the printed portion of
this Lease on page 1 respecting the payment of fixed annual rent, Landlord
agrees that Tenant shall be permitted to occupy the Demised Premises without
liability for payment of such fixed annual rent for a period from the rent
commencement date of February 7, 1995 to and including December 15, 1995.
Tenant shall be fully liable for all other charges in the rent abatement
period and shall be obligated to pay one (1) full monthly installment of
fixed annual rent for the Demised Premises upon the execution of this Lease,
which rent shall be applied to the first and second monthly installments due
pursuant to this Lease.
ARTICLE 53
RENEWAL OPTION
53.01. Provided that Tenant (a) provides notice to Landlord no later
than seven (7) months and fifteen (15) days prior to the Expiration Date of
this Lease ("Request for Renewal Rent Notice"), (b) has not sublet or
assigned any portion of the Demised Premises at the time of the Request for
Renewal Rent Term (as hereinafter defined) and (c) is not in default beyond
any applicable grace period under the Lease at the time of the Request for
Renewal Rent Notice and is not in default beyond any applicable grace period
under the Lease on the commencement date of the Renewal Term, Tenant shall
have the option to renew this Lease for one (1) additional term of four (4)
years and one (1) month and nineteen (19) days commencing on the day after
the Expiration Date and expiring on January 23, 2005 ("Renewal Term"), at a
fixed annual rent equal to ninety percent (90%) of the then fair market rent
as determined in this Article 53. If Tenant provides the Request for Renewal
Rent Notice but all conditions set forth in this Article 53 are not met, this
option for the Renewal Term shall, at Landlord's option, be deemed to be null
and void and Landlord shall have no obligation whatsoever to Tenant with
respect to such Renewal Term.
53.02. Within one hundred eighty (180) days after the later of the
date Landlord receives Tenant's Request for Renewal Rent Notice or seven (7)
months prior to the Expiration Date, Landlord shall give Tenant notice of
Landlord's determination of the fair market fixed annual rent for the Renewal
Term ("Fair Market Rent Notice"). The phrase "fair market fixed annual rent"
shall be determined by taking (i) the average of the three (3) most recent
arm's-length leases for office space in the Building executed in the twelve
(12) month period preceding the Fair Market Rent Notice and in the event
there have not been three (3) arm's-length leases executed in such twelve
(12) month period in the Building, then Landlord shall determine the fair
market fixed annual rent by the average of three (3) arm's-length leases for
comparable office space in comparable first-class office buildings in midtown
Manhattan executed in the twelve (12) month
-26-
period preceding the Fair Market Rent Notice and (ii) subtracting from the
average under subparagraph (i) the amount of additional rent payable by
Tenant pursuant to Article 38 hereof for the twelve (12) month period
preceding the Fair Market Rent Notice.
53.03. Within thirty (30) days after Landlord's giving of such Fair
Market Rent Notice, Tenant shall provide Landlord with a notice that (a)
Tenant seeks to renew the Lease at the rent set forth in Landlord's Fair
Market Rent Notice ("Renewal Notice") or (b) Tenant will not exercise its
option to renew the Lease ("Non-renewal Notice"). If Tenant provides Landlord
with the Renewal Notice, Tenant shall be obligated to renew this Lease and
occupy the Demised Premises, and commencing on the day after the Expiration
Date, Tenant shall pay to Landlord the amount of fixed annual rent set forth
in the Fair Market Rent Notice. If Tenant does not provide Landlord with any
notice under this Article 53.03 within the thirty (30) day period after the
Fair Market Rent Notice or Tenant provides a Non-renewal Notice, then upon
the expiration of the thirty (30) day period or the giving of the Non-renewal
Notice, as the case may be, this option for the Renewal Term shall be deemed
null and void and Landlord shall have no obligation whatsoever to Tenant with
respect to such renewal. Nothing contained in this Article 53 shall be deemed
in any way to alter or modify the provisions of Article 38 hereof, and the
additional rent payable by Tenant under this Lease shall continue to be
payable from and after the Renewal Term without any change in the Base Tax or
Expense Base Factor or any other provisions of this Lease relating to
additional rent. The renewal option contained in this Article 53 may only be
exercised by, and for the benefit of the Tenant named herein, Daniels
Printing, Limited Partnership, and not any subtenant or assignee.
ARTICLE 54
LETTER OF CREDIT
54.01. In lieu of the security deposit of One Hundred Thirty-Three
Thousand Six Hundred Ninety and 00/100 Dollars ($133,690.00) in cash required
by Article 34, Tenant shall have the right to substitute therefor an
unconditional Letter of Credit issued by a bank which is a member of the New
York Clearing House Association with an office in New York City where the
Letter of Credit may be presented for payment and approved by Landlord, in
the sum of One Hundred Thirty-Three Thousand Six Hundred Ninety and 00/100
Dollars ($133,690.00) in form and content substantially similar to the form
attached hereto as Schedule F and otherwise satisfactory to Landlord.
Landlord hereby agrees that Fleet Bank is an acceptable issuer for said
Letter of Credit. Said Letter of Credit shall provide that (i) upon receipt
by said bank of a written notice by Landlord that Tenant is in default,
beyond the applicable grace period, if any, under the terms of this Lease,
said bank will pay to Landlord the sum of One Hundred Thirty-Three Thousand
Six Hundred Ninety and 00/100 Dollars ($133,690.00); and (ii) the Letter of
Credit shall be freely transferrable by Landlord, without charge and without
recourse, so that upon a transfer of title to the Building or a lease of
same, Landlord shall have the right to transfer the Letter of Credit to the
vendee or lessee (subject to the provisions of Article 34 hereof). Tenant
covenants that not later than sixty (60) days in advance of the expiration of
the term of any existing Letter of Credit prior to a date two (2) months
after the expiration of the Term of this Lease or any renewals of this Lease,
Tenant shall deliver to the Landlord an endorsement extending said Letter of
Credit or a Letter of Credit replacing the expiring Letter of Credit. If by
the sixtieth (60th) day preceding the expiration of any Letter of Credit,
Tenant shall have failed to deliver such extension, endorsement or
replacement Letter of Credit, such failure shall be deemed a default under
the Lease and Landlord shall have the right to receive and collect the sum
payable under the then existing Letter of Credit, thereafter to be held and
applied in accordance with the provisions of Article 34. Tenant may at any
time thereafter demand that Landlord pay over such money to Tenant, in
-27-
consideration of Tenant's simultaneous delivery of a replacement Letter of
Credit.
54.02. In the event that Landlord shall receive or collect the sum
payable under any Letter of Credit referred to in this Article 54, it shall
have the right to retain and apply the same in accordance with the provisions
of Article 34 upon the occurrence of a default by Tenant. If, after Landlord
has received the proceeds of said Letter of Credit, Tenant shall cure the
default and Landlord accepts such cure, the said proceeds shall be held by
Landlord pursuant to Article 34; provided, however, that at Tenant's option,
upon presentation of a new Letter of Credit in the form and amount required
under this Article 54, Landlord shall repay Tenant such proceeds. Said Letter
of Credit, or any successor Letter of Credit, shall be returned to the Tenant
at the expiration of the Term, provided Tenant is not then in default.
ARTICLE 55
RELOCATION OF DEMISED PREMISES
55.01. Landlord may, during the Term of this Lease, elect by notice
to Tenant to substitute for the Demised Premises other office space in the
Building ("Substitute Premises") designated by Landlord, provided that the
Substitute Premises contains at least the same usable square foot area as the
Demised Premises, has a configuration substantially similar to that of the
Demised Premises, is not more than one (1) floor down in the Building, and
the Demised Premises are on contiguous floors. Landlord's notice shall be
accompanied by a plan of the Substitute Premises, and such notice or the plan
shall set forth the usable square foot area of the Substitute Premises.
Tenant shall occupy the Substitute Premises promptly (and, in any event, not
later than fifteen (15) days) after substantial completion of the work to be
performed in the Substitute Premises. Tenant shall pay the same rents with
respect to the Substitute Premises as were payable with respect to the
Demised Premises, except that if the usable square foot area of the
Substitute Premises are diminished, the rent and additional rent shall be
adjusted downward accordingly. In any such event, this Lease (a) shall no
longer apply to the Demised Premises, except with respect to obligations
which accrued on or prior to such surrender date; and (b) shall apply to the
Substitute Premises as if the Substitute Premises had been the space
originally demised under this Lease. Landlord shall have no liability to
Tenant in the event of such substitution but Landlord shall reimburse Tenant
for any reasonable expenses it incurs for: architects or engineers, fit-out of
Substitute Premises (to standard of the former Demised Premises) and
relocation within the Building to the Substitute Premises.
ARTICLE 56
LIMITATION ON RENT; FAILURE TO PERFORM
56.01. If at the commencement of, or at any time during the term of
this Lease, the rent reserved in this Lease is not fully collectible by
reason of any federal, state, county or city law, proclamation, order or
regulation, or direction of a public officer or body pursuant to law,
Landlord, at its sole option, may elect to terminate this Lease by written
notice to Tenant and Tenant within thirty (30) days after the notice shall
surrender the Demised Premises as if the Term of the Lease had expired. If
Landlord does not give such notice of termination, Tenant agrees to take such
steps as Landlord may request to permit Landlord to collect the maximum rents
which may be legally permissible from time to time during the continuance of
such legal rent restriction (but not in excess of the amounts reserved
therefor under this Lease) and upon the termination of such legal rent
restriction, Tenant shall pay to Landlord, to the
-28-
extent permitted by law, an amount equal to (a) the rents which would have
been paid pursuant to this Lease but for such legal rent restriction less (b)
the rents paid by Tenant to Landlord during the period such legal rent
restriction was in effect.
56.02. Supplementing the provisions of Article 17 hereof, if Tenant
shall fail to pay when due any installment of fixed annual rent or any
payment of additional rent for a period of three (3) days after such
installment or payment shall have become due, Tenant shall pay interest
thereon at the lesser of (a) two (2) per centum in excess of the Prime Rate
or (b) the maximum rate of interest, if any, which Tenant may legally
contract to pay, from the date when such installment or payment shall have
become due to the date of the payment thereof, and such interest shall be
deemed additional rent. This provision is in addition to all other rights or
remedies available to Landlord for nonpayment of fixed annual rent or
additional rent under this Lease and at law and in equity. If Tenant shall
default in the performance of any provision of this Lease to be performed by
Tenant (other than the payment of fixed annual rent or additional rent) more
than three (3) times in any period of six (6) months or, with respect to the
payment of fixed annual rent or additional rent, more than two (2) times in
any period of twelve (12) months, then, notwithstanding that such defaults
shall have each been cured within the applicable grace period, if any, as
provided in this Lease or Landlord has otherwise accepted cures of any such
defaults, any further similar default shall be deemed to be deliberate and
Landlord thereafter may serve a ten (10) days' notice of termination upon
Tenant without affording to Tenant an opportunity to cure or accepting any
cure by Tenant of such further default. All Tenant Changes shall be done in a
manner which will not interfere or disturb other lessees of the Building and
Landlord shall have the right from time to time to inspect Tenant's Changes.
ARTICLE 57
ALTERATIONS, REPAIRS; PLANS AND SPECIFICATIONS;
LANDLORD CONTRIBUTION
57.01. Supplementing the provisions of Articles 3 and 4 hereof,
Tenant covenants and agrees that, prior to the commencement of any
alterations, installations, additions, improvements, repairs or replacements
(collectively, "Tenant's Changes"), Tenant shall submit to Landlord, for
Landlord's written approval, plans and specifications (to be prepared by and
at the expense of Tenant) of such proposed Tenant's Changes in detail
satisfactory to Landlord, and shall reimburse Landlord any cost or expense
incurred thereby in connection with Landlord's review and approval of such
plans and specifications. Landlord shall approve or disapprove Tenant's plans
and specifications so submitted promptly and in any event within ten (10)
business days of the submission. If Landlord does not so respond within said
ten (10) business day period, Tenant may provide a notice to Landlord stating
that if Landlord does not respond within two (2) business days after receipt
of the notice the plans and specifications shall be deemed approved, and if
Landlord does not respond within said two (2) business day period, Tenant's
plans and specifications so submitted shall be deemed approved. In no event
shall any material or equipment be incorporated in or to the Demised Premises
in connection with any such Tenant's Changes which is subject to any lien,
security agreement, charge, mortgage or encumbrance of any kind whatsoever or
is subject to any conditional sale or other similar or dissimilar title
retention agreement. No Tenant's Changes shall be undertaken, started or
begun by Tenant or its agents, employees, contractors or any one else acting
for or on behalf of Tenant until Landlord has approved such plans and
specifications, and no amendments thereto shall be made without the prior
written consent of Landlord. Tenant agrees that it will not at any time prior
to or during the Term of this Lease, either directly or indirectly, use any
contractors and/or labor and/or materials if the use of such
-29-
contractors and/or labor and/or materials would or will create any difficulty
with other contractors and/or labor engaged by Tenant or Landlord or others
engaged in the construction, maintenance and/or operation of the Building or
any part thereof. Where any Tenant's Changes involves or affects the
plumbing, electrical, heating, ventilating and air-conditioning or any other
Building system, Tenant shall as a pre-condition for obtaining Landlord's
consent to such Tenant's Change, provide to Landlord at Tenant's expense a
report certified by a professional engineer licensed under the laws of the
State of New York, providing in substance that such Building system shall not
be adversely affected by the implementation of such proposed Tenant's Change,
and if Landlord shall in its discretion permit the implementation of such
proposed Tenant's Change, and Tenant shall undertake the same, Tenant shall in
performing same take all steps necessary to ensure that the service provided
by such Building system shall not be interrupted thereby.
57.02. Landlord agrees to pay to Tenant on the Occupancy Date the
amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) as a
contribution for Tenant's construction cost in the Demised Premises. In the
event Tenant incurs some construction costs, including soft construction
costs of architectural fees and similar expenses, prior to the Occupancy
Date, Landlord shall reimburse Tenant for such costs within thirty (30) days
following delivery to Landlord of itemized paid invoices and lien waivers for
said costs. In no event shall Landlord be required to pay to Tenant any funds
for said construction costs in excess of the sum of Two Hundred Thousand and
00/100 Dollars ($200,000.00). If Landlord does not pay Tenant said Two
Hundred Thousand and 00/100 Dollars ($200,000.00), Tenant may, upon not less
than ten (10) business days prior written notice, offset such amount against
rent and additional rent due under this Lease. Tenant acknowledges that this
right of offset is only for the amount specified under this Article 57.02 and
there is no other right of offset for rent or additional whatsoever provided
in this Lease.
ARTICLE 58
INCONSISTENT PROVISIONS
58.01. In the event of any inconsistencies between the provisions
of the Rider to this Lease and the printed provisions of this Lease, the
provisions of this Rider shall control.
ARTICLE 59
ENTIRE AGREEMENT; NO OTHER REPRESENTATIONS; GOVERNING LAW
59.01. This Lease contains the entire agreement between the parties
and all prior negotiations and agreements are merged in this Lease. This Lease
may not be changed, modified or discharged, in whole or in part, except by a
written instrument executed by the party against whom enforcement of the change,
modification or discharge is sought.
59.02. Tenant expressly acknowledges that neither Landlord nor
Landlord's agents has or is making, and Tenant, in executing and delivering this
Lease, is not relying upon any warranties, representations, promises or
statements, except to the extent that the same are expressly set forth in this
Lease, and no rights, easements or licenses are or shall be acquired by Tenant
by implication or otherwise unless expressly set forth in this Lease.
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59.03. This Lease shall be governed in all respects by the laws of
the State of New York.
IN WITNESS WHEREOF Landlord and Tenant have duly executed this
Lease as of the day and year first above written.
LANDLORD
THE OVERTON-IA CHOLLA JOINT VENTURE
By: /s/ Robert Lucy
--------------------------------------
Name: Robert Lucy
Title: Executive Vice President
TENANT
DANIELS PRINTING, LIMITED
PARTNERSHIP
By: /s/ Daniels Printing Corp, Inc., Ltd.
--------------------------------------
Title: Solc General Partner
By: /s/ [Illegible]
--------------------------------------
Name: [Illegible]
Title: Vice President
-31-
SCHEDULE A
FLOOR PLAN
A-1
SCHEDULE B
DESCRIPTION OF LAND
All those certain lots, pieces or parcels of land together with the
buildings and improvements thereon erected, situate, lying and being in the
Borough of Manhattan, County of New York, City of New York and State of New
York and bounded and described as follows:
Beginning at a point on the Southerly Line of East 55th Street
distant 116'-8" Westerly from the corner formed by the intersection of said
SOUTHERLY Line of East 55th Street with the Westerly Line of Park Avenue;
Thence Southerly and parallel with said Park Avenue 1001-511 to the center of
the line of the block;
Thence Westerly along said center line of the block 72' -4'';
Thence Northerly parallel with Park Avenue and part of the distance through a
party wall, 1001-511 to the Southerly Line of East 55th Street;
Thence Easterly along the Southerly Line of East 55th Street 72' - to the
point or place of beginning; said premises being known by the House Numbers
66, 68, 70, 72 East 55th Street.
B-1
SCHEDULE C
[INTENTIONALLY OMITTED)
C-1
SCHEDULE D
RULES AND REGULATIONS
1. The rights of tenants in the entrances, corridors, elevators
and escalators of the Building are limited to ingress to and engress from
tenants', premises for tenants and their employees, licensees and invites,
and no tenant shall use, or permit the use of, the entrances, corridors,
escalators or elevators for any other purpose. No tenant shall invite to
tenant's premises, or permit the visit of, persons in such numbers or under
such conditions as to interfere with the use and enjoyment of any of the
plazas, entrances, corridors, escalators, elevators and other facilities of
the Building by other tenants. exits and stairways are for emergency use
only, and they shall not be used for any other purposes by the tenants, their
employees, licensees or invites. No tenant shall encumber or obstruct, or
permit the encumbrance or obstruction of any of the sidewalks, plazas,
entrances, corridors, escalators, elevators, fire exits or stairways of the
Building. The Landlord reserves the right to control and operate the public
portions of the Building and the public facilities, as well as facilities
furnished for the common use of tenants, in such manner as it deems best for
the benefit of the tenants generally.
2. The cost of repairing any damage to the public portions of the
building or the public facilities or to any facilities used in common with
other tenants, caused by a tenant or the employees, licensees or invites of a
tenant, shall be paid by such tenant.
3. Landlord may refuse admission to the Building outside of
ordinary business hours to any person not known to the watchman in charge or
not having a pass issued by Landlord or not properly identified, and may
require all persons admitted to or leaving the Building outside of ordinary
business hours to register. Tenants' employees, agents and visitors shall be
permitted to enter and leave the Building whenever appropriate arrangements
have been previously made between Landlord and tenant with respect thereto.
Each tenant shall be responsible for all persons for whom he requests such
permission and shall be liable to Landlord for all acts of such persons. Any
person whose presence in the Building at any time shall, in the judgment of
Landlord, be prejudicial to the safety, character, reputation and interests
of the Building or its tenants may be denied access to the Building or may be
ejected therefrom. In case of invasion, riot, public excitement or other
commotion Landlord may prevent all access to the Building during the
continuance of the same, by closing the doors or otherwise, for the safety of
tenants and protection of property in the Building. Landlord may require any
person leaving the Building with any package or other object to exhibit a
pass from tenant from whose premises the package or object is being removed,
but the establishment and enforcement of such requirements shall not impose
any responsibility on the Landlord for the protection of any tenant against
the removal of property from the premises of tenant. Landlord shall, in no
way, be liable to any tenant for damages or .loss arising from the admission,
exclusion or ejection of any person to or from a tenant's premises or the
Building under the provisions of this rule.
4. No tenant shall obtain or accept or use in its premises ice,
drinking water, food, beverage, towel, barbering, boot blacking, floor
polishing, lighting maintenance, cleaning or other similar services from any
persons not authorized by Landlord in writing to furnish such services,
provided always that charges for such services by persons authorized by
Landlord are not excessive. Such services shall be furnished only at such
hours, in such places within tenant's premises and under such regulations as
may be fixed by Landlord.
5. No awnings or other projections over or around the windows
shall be installed by any tenant and only such window
D-1
blinds as are supplied or permitted by Landlord shall be used in tenant's
premises.
6. There shall not be used in any space, or in the public halls of
the Building, either by tenant or by jobbers or others, in the delivery or
receipt of merchandise or mail any hand trucks, except those equipped with
rubber tires and side guards. All deliveries to tenants, except mail, shall
be made to such place as Landlord shall designate and shall be distributed to
tenants only during the hours from 8:00 A.M. to 12:00 noon and 2:00 P.M. to
4:00 P.M. on business days, excluding labor strikes.
7. All entrance doors in each tenant's premises shall be left
locked when the tenant's premises are not in use. entrance doors shall not be
left open at any time. All windows in each tenant's premises shall be kept
closed at all times and all blinds or drapes therein above the ground floor
shall be lowered or closed when and as reasonably required because of the
position of the sun, during the operation of the Building air conditioning
system to cool or ventilate the tenant's premises.
8. No noise, including the playing of any musical instruments,
radio or television, which, in the judgment of the Landlord, might disturb
other tenants in the Building shall be made or permitted by any tenant and no
cooking shall be done in the Tenant's premises except as expressly approved
by the Landlord. Nothing shall be done or permitted in any tenant's premises,
and nothing shall be brought into or kept in any tenant's premises, which
would impair or interfere with any of the Building services or the proper and
economic heating, cleaning or other servicing of the Building or the
premises, or the use or enjoyment by any other tenant of any other premises,
nor shall there by installed by any tenant any ventilating air conditioning,
electrical or other equipment of any kind which, in the judgment of the
Landlord, might cause any such impairment or interference. No dangerous,
inflammable, combustible or explosive object or material shall be brought
into the Building by any tenant or with the permission of any tenant.
9. Tenant shall not permit any cooking or food odors emanating
from the demised premises to seep into other portions of the Building.
10. No acids, vapors or other materials shall be discharged or
permitted to be discharged into the waste lines, vents or flues of the
Building which may damage them. The water and wash closets and other plumbing
fixtures in or serving any tenant's premises shall not be used for any
purpose other than the purpose for which they were designed or constructed
and no sweepings, rubbish, rags, acids or other foreign substances shall be
deposited therein. All damages resulting from any misuse of the fixtures
shall be borne by the tenant who, or whose servants, employees, agents,
visitors or licensees, shall have caused the same.
11. Tenant shall not display any sign, graphics, notice, picture,
or poster, or any advertising matter whatsoever, anywhere in or about the
premises or the Building at places visible from anywhere outside or at the
entrance to the premises without first obtaining Landlord's written consent
thereto, such consent to be at Landlord's sole discretion except that
Landlord will not unreasonably withhold or delay its consent to a sign with
tenant's name on it in the elevator lobby adjacent to the tenant's premises
provided the same complies with Landlord's then-existing standards and
requirements for signs and is otherwise in keeping with the first class,
high-quality nature of the Building. Any such consent by Landlord shall be
upon the understanding and condition that tenant will remove the same at the
expiration or sooner termination of tenant's lease and tenant shall repair
any damage to the demised premises or the Building caused thereby.
D-2
In the event of the violation of the foregoing by any tenant,
Landlord may remove the same without any liability, and may charge the
expense incurred by such removal to tenant violating this rule. Interior
signs and lettering on doors and elevators shall be inscribed, painted, or
affixed for each by Landlord at the expense of such tenant, and shall be of a
size, color and style acceptable to Landlord. Landlord shall have the right
to prohibit any advertising by any tenant which impairs the reputation of the
Building or its desirability as a building for offices, and upon written
notice from Landlord, tenant shall refrain from or discontinue such
advertising.
12. No additional locks or bolts of any kind shall be placed upon
any of the doors or windows in any tenant's premises and no lock on any door
therein shall be changed or altered in any respect. Duplicate keys for a
tenant's premises and toilet rooms shall be procured only from the Landlord,
which may make a reasonable charge therefor. Upon the termination of tenant's
lease, all keys to tenant's premises and toilet rooms shall be delivered to
Landlord.
13. No tenant shall mark, paint, drill into, or in any way deface
any part of the Building or tenant's premises. No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent
of Landlord, and as Landlord may direct. No tenant shall install any
resilient tile or similar floor covering in tenant's premises except in a
manner approved by Landlord.
14. No tenant shall engage or pay any employees in the Building,
except those actually working for tenant in the Building or advertise for
laborers giving an address at the Building.
15. No premises shall be used, or permitted to be used, at any
time, as a store for the sale or display of goods or merchandise of any kind,
or as a restaurant, shop, booth, bootblack or other stand, or for the conduct
of any business or occupation which involved direct patronage of the general
public in the tenant's premises, or for manufacturing or for other similar
purposes.
16. The requirements of tenants will be attended to only upon
application at the office of the Building. Employees of Landlord shall not
perform any work or do anything outside of the regular duties, unless under
special instructions from the office of Landlord.
17. Each tenant shall, at its expense, provide artificial light in
tenant's premises demised for Landlord's agents, contractors and employees
while performing janitorial or other cleaning services and making repairs or
alterations in said premises.
18. No tenant's employees shall loiter around the hallways,
stairways, elevators, front, roof or any other part of the building used in
common by the occupants thereof.
19. All tenants, at their sole expense, shall cause its premises
to be exterminated, from time to time, to the satisfaction of Landlord, and
shall employ such exterminators therefor as shall be approved by Landlord.
20. Any cuspidors, or similar containers or receptacles used in any
tenant's premises shall be cared for and cleaned by and at the expense of
such tenant.
21. All tenants shall use only the designated service elevator for
deliveries and only at hours prescribed by Landlord. Bulky materials, as
determined by Landlord, may not be delivered during usual business hours but
only thereafter. Tenants agree to pay for use of the service elevator at
rates prescribed by Landlord.
D-3
22. No tenant shall have right of access to the roof of tenant's
premises or the Building and shall not install, repair or replace any aerial,
fan, air conditioner or other device on the roof of tenant's premises or the
Building without the prior written consent of Landlord. Any aerial, fan, air
conditional or device installed without such written consent shall be subject
to removal, at tenant's expense, without notice, at any time.
D-4
SCHEDULE E
CLEANING SPECIFICATIONS
1. GENERAL OFFICE AREAS
A. NIGHTLY ON BUSINESS DAYS
1. All stone, ceramic, tile, marble, terrazzo and other unwaxed
flooring to be swept nightly using dust-down preparations; wash
flooring weekly, scrub when necessary.
All unwaxed flooring used as corridors adjacent to the core
shall be cleaned and wet mopped weekly.
2. All linoleum, vinyl, rubber, asphalt tile and other similar types
of waxed flooring to be swept nightly.. Waxing, if any, shall be
done at Tenant's expense.
Mop up and wash floors for spills, smears and foot tracks
throughout, including tenant's space, as needed.
3. All carpeting and rugs to be carpet-swept nightly and vacuum
cleaned weekly.
4. Hand dust with treated cloth and wipe clean all furniture,
fixtures and custom wooden window enclosures nightly.
5. Empty and clean all waste receptacles nightly and remove from the
demised premises wastepaper to designated areas.
6. Empty and clean all ash trays and screen all sand urns nightly.
7. Dust interior of all waste disposal cans and baskets nightly;
damp-dust as necessary.
8. Wash clean all water fountains and coolers nightly.
9. Dust all floor and other ventilating louvres within reach; damp
wipe as necessary.
10. Dust all telephones as necessary.
11. Keep locker and slop sink rooms in neat and orderly condition
where applicable.
12. Wipe clean and polish all brass and other bright work, as
necessary.
13. Sweep all private staircases nightly.
14. Metal doors of all elevator cars to be cleaned, as necessary.
15. Remove all gum and foreign matter on sight.
16. Clean all glass furniture tops.
17. Collect and remove wastepaper, cardboard boxes and waste material
to a designated area on the premises.
E-1
All waste material which is extraordinary in amount, type or size
shall be removed by Tenant at Tenant's expense.
18. Dust and wash closet and coat room shelving, coat racks and
flooring.
B. PERIODIC CLEANING
Periodic cleaning to be performed as needed but not less than once
each month:
1. Vacuum all furniture fabric and drapes.
2. wash and remove all finger marks, ink stains, smudges, scuff
marks and other marks from metal partitions, sills, all
vertical surfaces (doors, walls, window sills) including
elevator doors and other surfaces.
3. Clean and sweep all vacant areas.
4. Dust and clean electric fixtures, all baseboards and other
fixtures or fittings.
C. HIGH DUSTING
High dusting every three (3) months, unless otherwise specified, of
the following:
1. Vacuum and dust all pictures, frames, charts, graphs and
similar wall hangings not reached in nightly cleaning. Damp
dust as required.
2. Vacuum and dust all vertical surfaces such as walls,
partitions, doors, bucks and ventilating louvres, grilles,
high mouldings and other surfaces not reached in nightly
cleaning.
3. Dust all overhead pipes, sprinklers, ventilating and air
conditioning levers, ducts, high mouldings and other high
areas not reached in nightly cleaning.
4. Dust all venetian blinds. Dust all window frames.
5. Dust exterior of lighting fixtures.
6. Wash all furniture glass as needed.
7. Vacuum and dust ceiling tiles around ventilators and clean
air conditioning diffusers as required.
E-2
SCHEDULE F
BANK
NEW YORK CITY BRANCH
Irrevocable Stand-By Letter of Credit
- --------------------------------------------------------------------------------
Date Credit No.
- --------------------------------------------------------------------------------
Landlord
Gentlemen:
We hereby establish our Irrevocable Letter of Credit in your favor and shall
authorize you to draw on us, up to the aggregate amount of US$
only and we engage with you that all drafts drawn under and in compliance
with the terms of this credit will be fully honored by us if presented at
this office on or before provided:
Any draft(s) drawn by you under this letter of credit shall be accompanied
by your written certification that tenant ( tenant name )
is in default, beyond the applicable grace period, if any, under the terms
of the lease.
This letter of credit shall be freely transferrable by landlord without
charge or recourse, so that upon transfer of title to the building or a
lease of same, landlord shall have the right to transfer the letter of
credit to the vendee or lessee. Landlord must notify us (issuing bank) in
writing immediately after this letter of credit is transferred.
This letter of credit is subject to the uniform customs and practice for
documentary credits (1983 revision) I.C.C. publication No. 400.
Notwithstanding Article 19 of said publication, if this credit expires
during an interruption of business, as described in Article 19, the bank
specifically agrees to effect payment, if the letter is drawn against
within thirty days after the resumption of the bank's business.
Very truly yours,
-------------------------
Authorized Signature
F-1
IMPORTANT - PLEASE READ
RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 33.
Address 70 East 55th Street
New York, New York
Premises Entire 4th and 5th Floors
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THE OVERTON-LA CHOLLA JOINT VENTURE
TO
DANIELS PRINTING, LIMITED PARTNERSHIP
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STANDARD FORM C F
[LOGO] OFFICE [LOGO]
LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
Copyright 1983. All Rights Reserved.
Reproduction in whole or in part prohibited.
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Dated January , 1995
Rent per year $401,070.00
Rent per Month $33,422.50
Term 5 years and 10 months
From (See Lease Rider)
To
Drawn by Checked by
Entered by Approved by
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