\n On this ___ day of __________, 19___, before me On this 27th day of January, 1985, before me personally
\npersonally came __________ to me known who being by me came Michael Dangelo to me known who being by me duly
\nduly sworn did depose and say that he resides in sworn did depose and say that he resides in __________
\n__________ that he is the ___________ of __________, the that he is the Vice President of Minet International
\ncorporation described in and which executed the foregoing Professional Indemnity Insurance Brokers, Inc., the
\ninstrument as OWNER that he knows the seal of said corporation described in and which executed the
\ncorporation, that the seal affixed to and in engagement foregoing instrument as TENANT that he knows the seal
\nto such corporate seal that it was so affixed by order of of said corporation, that the seal affixed to and in
\nthe Board of Directors of said corporation and that he engagement to such corporate seal that it was so
\nsigned his name there by like orders. affixed by order of the Board of Directors of said
\n corporation and that he signed his name there by like
\n orders.<\/p>\n Wiliam Pyszcyamuka
\n Notary Public, State of New York
\n No. 4845658
\n Qualified in Suffolk County
\n Commission Expires Upon 10\/3\/89<\/p>\n
INDIVIDUAL OWNER INDIVIDUAL LEASE
\nSTATE OF NEW YORK ss: STATE OF NEW YORK ss:
\nCounty of County of<\/p>\n
On this ___ day of __________, 19___, before me On this ___ day of __________, 19___, before me
\npersonally came __________ to me known and known to me to personally came __________ to me known and known to me
\nbe the individual __________ described in and who as to be the individual __________ described in and who as
\nOWNER executed the foregoing instrument and acknowledged TENANT executed the foregoing instrument and
\nto me that __________ he executed the same. acknowledged to me that __________ he executed the same.<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
GUARANTY<\/p>\n
FOR VALUE RECEIVED, and in consideration for, and as an inducement in Owner
\nmaking the within lease with Tenant, the undersigned guarantees to Owner,
\nOwner’s successors and assigns, the full performance and observance of all the
\ncovenants, conditions and agreements therein provided to be performed and
\nobserved by Tenant including the “Rules and <\/p>\n
Regulations” as therein provided, without requiring any source of non-payment,
\nnon-performance, or non-observance, or proof of notice or demand, whereby to
\ncharge the undersigned therefor, all of which the undersigned hereby expressly
\nwaives and expressly agrees that the validity of this agreement and the
\nobligations of the guarantor hereunder shall in no wise be terminated, affected
\nor impaired by reason of the assertion by Owner against Tenant of any of the
\nrights or remedies reserved to Owner pursuant to the provisions of the within
\nlease. The undersigned further covenants and agrees that this guaranty shall
\nremain and continue in full force and effect as to any renewal, modification or
\nextension of this lease and during any period when Tenant is occupying the
\npremises as a “statutory tenant”. As a further inducement in Owner to make this
\nlease and in consideration thereof, Owner and the undersigned covenant and agree
\nthat in any action or proceeding brought by either Owner or the undersigned
\nagainst the other on any matters whatsoever arising out of, under, or by virtue
\nof the terms of this lease or of this guaranty that Owner and the undersigned
\nshall and do hereby waive trail by jury.<\/p>\n
Dated New York City __________, 19___.<\/p>\n
WITNESS<\/p>\n
STATE OF NEW YORK )
\n County of ) ss<\/p>\n
On this ______ day of __________, 19___, before me personally
\ncame __________ to me know and known to me to be the individual described in,
\nand who executed the foregoing Guaranty and acknowledged to me that he executed
\nthe same.<\/p>\n
Notary
\n —————————–
\n Residence
\n ————————–
\n Business Address
\n ——————-
\n Firm Name
\n ————————–<\/p>\n
RIDER ANNEXED TO AGREEMENT OF LEASE
\n BETWEEN TWO TWENTY EAST LIMITED PARTNERSHIP (LANDLORD)
\n AND MINET INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE
\n BROKERS, INC. (TENANT)<\/p>\n
LANDLORD’S WORK:<\/p>\n
37. Landlord shall have no obligation to perform any work in, or make any
\nalterations or improvements to, the Premises.<\/p>\n
FIXED RENT AND PRORATION OF FIXED RENT:<\/p>\n
38. A. Commencing on the earlier of (a) the date occurring two (2) months
\nafter Tenant shall substantially complete the construction of all initial
\nalterations and improvements (the “Initial Improvements”) to the Premises or (b)
\nJuly 1, 1989 (the earlier such date being the “Rent Commencement Date”), Tenant
\nshall pay to Landlord in accordance with the terms of this Lease and without
\nnotice or demand, annual Fixed Rent (including any portion thereof payable for
\nelectric current as provided in Article 46) in the amount of $471,922 for the
\nperiod from the Rent Commencement Date to June 30, 1994; and $484,381 for the
\nperiod from July 1, 1994 to the Expiration Date.<\/p>\n
B. The Initial Improvements shall be deemed substantially complete
\nnotwithstanding the fact that minor or insubstantial details of construction,
\nmechanical adjustment or decoration remain to be performed.<\/p>\n
C. If the Rent Commencement Date shall not occur on the first day of a
\ncalendar month, the Fixed Rent for such calendar month shall be prorated on a
\nper diem basis, and Landlord shall credit the excess amount paid on the
\nexecution of this Lease toward the payment of Fixed Rent for the next succeeding
\ncalendar month.<\/p>\n
LATE PAYMENT CHARGE:<\/p>\n
39. A. If Tenant shall fail to pay when due any installment or payment of
\nFixed Rent or Additional Rent for a period of ten (10) days after the date on
\nwhich such installment or payment is due, Tenant shall pay interest thereon from
\nthe date due until the date paid at a rate (“Interest Rate”) equal to the annual
\nrate of two (2) percentage points above the rate then most recently announced by
\nCitibank, N.A., New York, New York, or its successor, as its corporate base
\nlending rate which rate may change from time to time during the term of this
\nLease, and such interest shall be deemed to be Additional Rent.<\/p>\n
B. If Tenant shall make any payments due hereunder by ordinary check,
\nadd that check shall be returned for insufficient funds or uncollected funds, or
\nthe account being closed, then Landlord shall not be obligated to accept any
\npayment from or on behalf of Tenant other than by certified check or official
\nbank check. If payment made by Tenant to Landlord shall be returned for any of
\nthe above reasons, there shall be an additional charge to Tenant of ten ($10.00)
\ndollars.<\/p>\n
RENT RESTRICTIONS:<\/p>\n
40. If the Fixed Rent or any Additional Rent shall be or become
\nuncollectible by virtue of any law, governmental order or regulation, or
\ndirection of any public officer or body, Tenant shall enter into such agreement
\nor agreements and take such other action (without additional expense to Tenant)
\nas Landlord may request, as may be legally permissible, to permit Landlord to
\ncollect the maximum Fixed Rent and Additional Rent which may, from time to time
\nduring the continuance of such legal rent restriction be legally permissible,
\nbut not in excess or the amounts of Fixed Rent or Additional Rent payable under
\nthis Lease. Upon the termination of such legal rent restriction, (a) the Fixed
\nRent and Additional Rent, after such termination, shall become payable under
\nthis Lease in the amount of the Fixed Rent and Additional Rent set forth in this
\nLease for the period following such termination, and (b) Tenant shall pay to
\nLandlord if legally permissible, an amount equal to (i) the Fixed Rent and
\nAdditional Rent which would have been paid pursuant to this Lease, but for such
\nrent restriction, less (ii) the Fixed Rent and Additional Rent paid by Tenant to
\nLandlord during the period that such rent restriction was in effect.<\/p>\n
ARTICLE 41 – INTENTIONALLY OMITTED<\/p>\n
ESCALATIONS:<\/p>\n
42. A. Definitions as used herein:<\/p>\n
(a) The term “Premises Area” shall be deemed to mean 12,419 square
\nfeet.<\/p>\n
(b) The term “Tenant’s Proportionate Share” shall mean 1.1373%.<\/p>\n
(c) “Landlord’s Statement” shall mean an instrument containing a
\ncomputation of Additional Rent due pursuant to the provisions of this Article
\nfurnished by Landlord to Tenant.<\/p>\n
(d) (i) The term “Base Tax Factor’ shall mean the Taxes for the
\n1989\/1990 Tax Year.<\/p>\n
(ii) The term “Taxes” shall mean (a) all real estate taxes, assessments
\n(special or otherwise), sewer and water rents, rates and charges and any other
\ngovernmental levies which may be assessed or levied upon all or any part of the
\nBuilding and the land on which it is located and all appurtenances thereto
\n(collectively, “Real Property’), whether or not the same constitute one or more
\ntax lots, including any business improvement district fees or taxes imposed by
\nany governmental or private entity, and (b) any expenses (including attorneys’
\nfees and disbursements and experts and other witness’ fees) incurred by Landlord
\nin contesting any of the foregoing or the assessed valuation of all or any part
\nof the Real Property; but “Taxes. shall not include any interest or penalties
\nincurred by Landlord as a result of Landlord’s late payment of Taxes, except for
\ninterest payable in connection with the installment payments of assessments
\npursuant to the next sentence. If by law any assessment may be divided and paid
\nin annual installments, then for the purposes of this Article, (x) such
\nassessment shall be deemed to have been so divided and to be payable in the
\nmaximum number of annual installments permitted by <\/p>\n
2<\/p>\n
law and (y) there shall be deemed included in Taxes for each Tax Year the annual
\ninstallment of such assessment becoming payable during such Tax Year, together
\nwith interest payable during such Tax Year on such annual installment and on all
\ninstallments thereof becoming due as provided by law, all as if such assessment
\nhad been so divided. If at any time the methods of taxation prevailing on the
\ndate hereof shall be altered so that in lieu of or as an addition to or as a
\nsubstitute for all or any part of the Taxes now assessed, levied or imposed upon
\nall or any part of the Real Property, there shall be assessed, levied or imposed
\nany other tax, assessment, levy, imposition, charge or license fee however
\ndescribed or imposed, then all such taxes, assessments, levies, impositions,
\ncharges or license fees or the part thereof so measured or based shall be deemed
\nto be Taxes; provided that any tax, assessment, levy, imposition or charge
\nimposed on income from the Real Property shall be calculated as if the Real
\nProperty is the only asset of Landlord.<\/p>\n
(e) The term `Tax Year’ shall mean the twelve (12) month period
\ncommencing July 1 of each year, or such other period of twelve (12) months as
\nmay be duly adopted as the fiscal year for real estate tax purposes in The City
\nof New York.<\/p>\n
(f) The term `Escalation Year’ shall mean each calendar year which
\nshall include any part of the Term.<\/p>\n
(g) The term `Landlord’s Base year shall mean the calendar year 1989.<\/p>\n
(h) The term “R.A.B.” shall mean the Realty Advisory Board on Labor
\nRelations, Incorporated, or its successor.<\/p>\n
(i) The term `Local 32B” shall mean Local 32B32J of the Building
\nService Employees International Union, AFLCIO, or its successor.<\/p>\n
(j) The term “Class A Office Buildings” shall mean the classification
\nof office buildings most nearly comparable to the classification “Class A
\nBuildings” in the current agreements between R.A.B. and Local 32B.<\/p>\n
(k) The term “Labor Rates” with respect to any Escalation year shall
\nmean the regular average hourly wage rate required to be paid to Porters in
\nClass A Office Buildings pursuant to any agreement between R.A.B. and Local 32B
\nin effect during such Escalation Year, provided that if any such agreement shall
\nrequire Porters to be regularly employed on days or during hours when overtime
\nor other premium pay rates are in effect, then the term “regular average hourly
\nwage rate” shall mean the regular average hourly wage rate for the hours in a
\ncalendar week which Porters are required to be regularly employed (whether or
\nnot actually at work in the Building), e.g., if as of November 1, 1983, an
\nagreement between R.A.B. and Local 32B would require the regular employment of
\nPorters for 40 hours during a calendar week at a regular hourly wage of $4.00
\nfor the first 30 hours and at an overtime hourly average wage of $5.00 for the
\nremaining 10 hours, then the regular average hourly wage rate under this
\nSubsection, as of November 1, 1983, would be the sum arrived at by dividing the
\ntotal weekly average wages of $170.00 by the total number of required hours of
\nemployment which is 40 and resulting in a regular average hourly wage rate of
\n$4.25. The computation of the regular average hourly rate shall be on the same
\nbasis whether based on an hourly or other pay scale but <\/p>\n
3<\/p>\n
predicated on the number of hours in such respective work weeks, whether paid by
\nLandlord or any independent contractor. Such regular average hourly wage rate
\nshall also be inclusive of the monetary value or cost of all payments or
\nbenefits of every nature and kind (including those required to be paid by the
\nemployer directly to taxing authorities or others because of the employment)
\nincluding social security, unemployment and other similar taxes, and vacation
\npay, absent fund, birthdays. jury duty, medical checkup, relief time and other
\npaid time-off, incentive pay, sick pay, accident, health and welfare insurance
\nprograms, pension plans, public liability insurance, guaranteed payment plans,
\nand supplemental unemployment benefit programs of a similar or dissimilar
\nnature, irrespective of whether they may be required by any Legal Requirement or
\notherwise. If there is no such agreement in effect from which such regular
\naverage hourly wage rate is determinable as of the date of any estimate of
\nTenant’s Operating Payment pursuant to Section 42C or the date of any Landlord’s
\nStatement, the computations shall be made on the basis of the regular average
\nhourly wage rate being paid by Landlord or by the contractor performing porter
\nor cleaning services for Landlord as of the date of such Landlord’s Statement
\nand appropriate retroactive adjustments shall be made when the regular hourly
\nwage rate is finally determined. If Labor Rates are discontinued or cease to be
\nutilized as a method of calculating escalation payments in office leases in
\nmidtown Manhattan, Landlord shall have the right to substitute for Labor Rates a
\ncomparable escalation formula or index to compensate Landlord for Additional
\nRent payments it would have received were Labor Rates then utilized and
\ncontinued as form of escalation.<\/p>\n
(l) The term “Porters” shall mean that classification of employee
\nengaged in the general maintenance and operation of Class A Office Buildings
\nmost nearly comparable to the classification now applicable to porters in the
\ncurrent agreement between R.A.B. and Local 32B (which classification is
\npresently termed “others” in said agreement).<\/p>\n
B. PAYMENTS TAX ESCALATIONS (a) If Taxes payable in any year falling
\nwholly or partially within the Term shall be in such amount as shall constitute
\nan increase above the Base Tax Factor, Tenant shall pay as Additional Rent for
\nsuch Tax Year a sum (“Tenant’s Tax Payment”) equal to Tenant’s Proportionate
\nShare of such excess. Tenant s Tax Payment for each Tax Year shall be due and
\npayable in two semi-annual installments on the first day of July and January
\nduring each Tax Year and shall be set forth; in the first instance, in a
\nLandlord’s Statement given to Tenant. If a Landlord’s Statement is furnished to
\nTenant after the commencement of a Tax Year in respect of which such Landlord s
\nStatement is rendered, Tenant shall, within 15 days thereafter, pay to Landlord
\nan amount equal to the amount of any underpayment of Tenant’s Tax Payment with
\nrespect to such Tax Year and, in the event of any overpayment, Landlord shall
\neither pay to Tenant, or, at Landlord’s election, credit against subsequent
\npayments under this Section, the amount of Tenant’s overpayment. If there shall
\nbe any increase in Taxes for any Tax Year, whether during or after such Tax
\nYear, or if there shall be any decrease in the Taxes for any Tax Year during
\nsuch Tax Year, Landlord may furnish a revised Landlord’s Statement for such Tax
\nYear, and Tenant `s Tax Payment for such Tax Year shall be adjusted and paid or
\ncredited or refunded, as the case may be, substantially in the same manner as
\nprovided in the preceding sentence. If during the Term, Taxes are required to be
\npaid (either to the appropriate taxing authorities or as tax escrow payments to
\nthe Superior Lessee or the Superior Mortgagee), in full or in monthly,
\nquarterly, or other installments on any other date or dates than as presently
\nrequired, then Tenant’s Tax Payments shall be correspondingly accelerated or
\nrevised so that said Tenant’s Tax Payments are due at least thirty (30) days
\nprior <\/p>\n
4<\/p>\n
to the date payments are due to the taxing authorities or the Superior
\nLessee or the Superior Mortgagee. The benefit of any discount for any early
\npayment or prepayment of Taxes and of any tax exemption or abatement relating to
\nall or any part of the Real Property shall accrue to Landlord and Tenant and
\nshall be included in any computation of Taxes hereunder.<\/p>\n
(b) If the real estate tax fiscal year of The City of New York shall
\nbe changed at any time after the date hereof, any Taxes for such fiscal year, a
\npart of which is included within a particular Tax Year and a part of which is
\nnot so included, shall be apportioned on the basis of the number of days in such
\nfiscal year included in the particular Tax Year for the purpose of making the
\ncomputations under this Section.<\/p>\n
(c) If Landlord shall receive a refund of Taxes for any Tax Year,
\nLandlord shall either pay to Tenant, or, at Landlord s election, credit against
\nsubsequent payments under this Section, Tenant s Proportionate Share of the
\nrefund, but not to exceed Tenant s Payment paid for such Tax Year. Nothing
\nherein shall obligate Landlord to file any application or institute any
\nproceeding seeking a reduction in Taxes or assessed valuation. Tenant agrees to
\ncooperate fully with Landlord in prosecuting any such reduction, and Tenant
\nhereby irrevocably constitutes and appoints Landlord as Tenant’s
\nattorney-in-fact, such appointment being coupled with an interest, in Tenant’s
\nname, place and stead, and on Tenant’s behalf, to initiate, pursue, withdraw,
\nsettle or compromise any such application, proceedings or challenge that Tenant
\nhas or may have the right to bring.<\/p>\n
(d) Tenant’s Tax Payment and any credits with respect thereto as
\nprovided in this Section shall be made as provided in this Section regardless of
\nthe fact that Tenant may be exempt, in whole or in part, from the payment of any
\ntaxes by reasons of Tenant’s diplomatic or other tax exempt status or for any
\nother reason whatsoever.<\/p>\n
(e) Tenant shall pay to Landlord, as Additional Rent, upon notice
\ngiven by Landlord accompanied by copies of pertinent tax bills, any occupancy
\ntax or rent tax now in effect or hereafter enacted, if payable by Landlord in
\nthe first instance or hereinafter required to be paid by Landlord.<\/p>\n
(f) In the event of a termination of this Lease any Additional Rent
\nunder this Section shall be paid or adjusted within 30 days after submission of
\nLandlord’s Statement. In no event shall Fixed Rent ever be reduced by operation
\nof this Section, and the rights and obligations of Landlord and Tenant under the
\nprovisions of this Section with respect to any Additional Rent shall survive the
\ntermination of this Lease.<\/p>\n
(g) Each Landlord’s Statement furnished by Landlord with respect to
\nTenant’s Tax Payment shall be accompanied by a copy of the real estate tax bill
\nfor the Tax Year referred to therein, but Landlord shall have no obligation to
\ndeliver more than one such copy of the real estate tax bill in respect of any
\nTax Year.<\/p>\n
C. TENANT’S OPERATING PAYMENT. (a) Tenant shall pay as Additional Rent
\nfor each Escalation Year an amount (“Tenant’s Operating Payment”) equal to the
\nsum obtained by multiplying the number of square feet of the Premises Area by
\none times the <\/p>\n
5<\/p>\n
number of cents (inclusive of any fractions of a cent) of any increase in Labor
\nRates above those in effect as of January 1 of Landlord’s Base Year.<\/p>\n
(b) Landlord may furnish to Tenant, with respect to each Escalation
\nYear, a written statement setting forth Landlord’s estimate of Tenant’s
\nOperating Payment for such Escalation Year. Tenant shall pay to Landlord on the
\nfirst day of each month during such Escalation Year an amount equal to
\none-twelfth of Landlord’s estimate of Tenant’s Operating Payment for such
\nEscalation Year. If, however, Landlord shall furnish any such estimate for an
\nEscalation Year subsequent to the commencement thereof, then (a) until the first
\nday of the month following the month in which such estimate is furnished to
\nTenant, Tenant shall pay to Landlord on the first day of each month an amount
\nequal to the monthly sum payable by Tenant to Landlord under this Section in
\nrespect of the last month of the preceding Escalation Year; (b) promptly after
\nsuch estimate is furnished to Tenant or together therewith, Landlord shall give
\nnotice to Tenant stating whether the installments of Landlord’s estimate of
\nTenant’s Operating Payment made for such Escalation Year were greater or less
\nthan the installments of Landlord’s estimate of Tenant’s Operating Payment made
\nfor such Escalation Year in accordance with such estimate, and (i) if there
\nshall be a deficiency, Tenant shall pay the amount thereof within ten (10) days
\nafter demand therefor, or (ii) if there shall have been an overpayment, Landlord
\nshall either refund to Tenant the amount thereof or, at Landlord’s election,
\ncredit the amount thereof against subsequent payments under this Section; and
\n(c) on the first day of the month following the month in which such estimate is
\nfurnished to Tenant, and monthly thereafter throughout the remainder of such
\nEscalation Year, Tenant shall pay to Landlord an amount equal to one-twelfth of
\nTenant’s Operating Payment shown on such estimate. Landlord may at any time or
\nfrom time to time (but not more than twice with respect to any Escalation Year)
\nfurnish to Tenant a revised statement of Landlord’s estimate of Tenant’s
\nOperating Payment for such Escalation Year and in such case, Tenant’s Operating
\nPayment for such Escalation Year shall be adjusted and paid or refunded, as the
\ncase may be, substantially in the same manner as provided in the preceding
\nsentence.<\/p>\n
(c) Promptly after the end of each Escalation Year, Landlord shall
\nfurnish to Tenant a Landlord’s Statement for such Escalation year. If the
\nLandlord’s Statement shall show that the sums paid by Tenant under Section
\n42(C)(b) exceeded Tenant’s Operating Payment required to be paid by Tenant for
\nsuch Escalation Year, Landlord shall refund to Tenant the amount of such excess,
\nor, at Landlord’s election, with respect to any such surplus incurred and
\nreflected in a Landlord’s Statement during the Term of this Lease, Landlord
\nshall credit the amount of such excess against subsequent payments of Fixed Rent
\nor Additional Rent due under this Lease; and if the Landlord’s Statement for
\nsuch Escalation Year shall show that the sums so paid by Tenant were less than
\nTenant’s Operating Payment paid by Tenant for such Escalation Year, Tenant shall
\npay the amount of such deficiency within ten (10) days after demand therefor.<\/p>\n
D. If the Commencement Date or the Expiration Date shall occur on a
\ndate other than January 1 or December 31, respectively, any Additional Rent
\nunder this Section for the Escalation Year in which such Commencement Date or
\nExpiration Date shall occur shall be apportioned in that percentage which the
\nnumber of days in the period from the Commencement Date to December 31 or from
\nJanuary 1 to the Expiration Date, as the case may be, both inclusive, shall bear
\nto the total number of days in the event of a termination of this Rent under
\nthis Article shall be paid or adjusted within (30) days after submission of a
\nLandlord <\/p>\n
6<\/p>\n
Statement. In no event shall Fixed Rent ever be reduced by operation of
\nthis Section and the rights and obligations of Landlord and Tenant under the
\nprovisions of this Article with respect to any Additional Rent shall survive the
\ntermination of this Lease.<\/p>\n
E. The computations of Additional Rent under this Article are intended
\nto constitute a formula for an agreed rental adjustment and may or may not
\nconstitute an actual reimbursement to Landlord for costs and expenses paid by
\nLandlord with respect to the Building.<\/p>\n
F. Landlord s failure to render Landlord’s Statements for any Tax Year
\nor Escalation Year shall not prejudice Landlord’s right to thereafter render a
\nLandlord’s Statement with respect thereto or with respect to any subsequent Tax
\nYear or Escalation Year, nor shall the rendering of a Landlord’s Statement
\nprejudice Landlord’s right to thereafter render a corrected Landlord’s Statement
\nfor that Tax Year or Escalation Year, as the case may be. Nothing therein
\nContained shall restrict Landlord from issuing a Landlord’s Statement at any
\ntime there is an increase in Taxes or Labor Rates during any Tax Year or
\nEscalation Year or any time thereafter.<\/p>\n
G. Each Landlord’s Statement shall be conclusive and binding upon
\nTenant unless (a) within sixty (60) days after receipt of such Landlord’s
\nStatement Tenant shall notify Landlord that it disputes the correctness of
\nLandlord’s Statement specifying the particular respects in which Landlord’s
\nStatement is claimed to be incorrect. Tenant shall pay Additional Rent in
\naccordance with the applicable Landlord’s Statement, without prejudice to
\nTenant’s position, and (b) if such dispute shall not be resolved within one
\nhundred twenty (120) days after the giving of such Landlord’s Statement, Tenant
\nshall submit the dispute to arbitration in accordance with the applicable rules
\nof the American Arbitration Association. If such dispute is ultimately
\ndetermined in Tenant’s favor, Landlord shall promptly after such determination
\npay to Tenant any amount as overpaid by Tenant.<\/p>\n
ELEVATOR SERVICE:<\/p>\n
43. Landlord, at Landlord’s expense, shall furnish necessary passenger
\nelevator service on all days other than Saturdays, Sundays and days proclaimed
\nas legal holidays by the State of New York, the Federal Government, the Building
\nmanagement, or unions involved in the operation of the Building (“Business
\nDays”) from 9:00 A.M. to 6:00 P.M. and shall have an elevator subject to call at
\nall other times. Landlord shall not be required to furnish any operator service
\nor automatic elevators. In the event Tenant shall require the use of the
\nBuilding’s service elevators for purposes not otherwise supplied by Landlord in
\naccordance with this Lease or at any time other than those set forth above,
\nLandlord shall provide a service elevator or passenger elevators, as the case
\nmay be, for the use of Tenant, provided Tenant gives Landlord reasonable notice
\nof the time and use of such elevators to be made by Tenant and Tenant pays
\nLandlord’s usual and reasonable charge for the use thereof. Landlord shall have
\nthe right to change the operation or manner of operating any of the elevators in
\nthe Building and shall have the right to discontinue, temporarily or
\npermanently, the use of any one or more cars in any of the banks of elevators
\nprovided reasonable passenger and freight elevator service is provided to the
\nPremises.<\/p>\n
7<\/p>\n
HVAC:<\/p>\n
44. A. Landlord shall furnish and distribute to the Premises through
\nthe Building heating, air conditioning and ventilation system, heated,
\nconditioned and outside air, at reasonable temperatures, pressures and degrees
\nof humidity and in reasonable volumes and velocities (collectively, “heating,
\nair conditioning and ventilation”) on a year round basis, from 8,.00 A.M. to
\n6:00 P.M. on Business Days. Landlord and Tenant further agree to operate the
\nheating, air conditioning and ventilating equipment in accordance with their
\ndesign criteria unless a recognized energy conservation law, program, guideline,
\nregulation or recommendation promulgated by any Federal, State, City or other
\ngovernmental or quasi-governmental bureau, board, department, agency, office,
\ncommission or other subdivision thereof shall provide for any reduction in
\noperations below said design criteria in which case such equipment shall be
\noperated so as to provide reduced service in accordance with such law, program,
\nguideline or regulation.<\/p>\n
B. If Tenant shall require heating, air conditioning and ventilation
\nservices other than during the hours provided for in Section A above (`after
\nhours’), Landlord shall furnish after hours heating, air conditioning and
\nventilation service upon reasonable advance notice from Tenant, given prior to
\n2:00 P.M. and Tenant shall pay Landlord’s then established charges therefor on
\nLandlord’s demand, as Additional Rent. If any of the other tenants of the
\nBuilding shall request and receive after hours heating, air conditioning and
\nventilation service, pursuant to Landlord’s obligation to provide the same to
\nthem, at the same time and utilizing the same system as Tenant, only that
\nequitably prorated portion of the charge made by Landlord for such service shall
\nbe allocated to Tenant. Tenant shall not be charged for such after hours service
\nin the event that Tenant does not request it.<\/p>\n
C. Notwithstanding the foregoing provisions of this Article 44,
\nLandlord shall maintain those portions of the Premises used for normal office
\npurposes at no more than 80(degree) FDB\/50% RH when the outside ambient
\ntemperature is 95(degree) FDB\/75(degree) FWB and no less than 70(degree) FDB
\nwhen the outside ambient temperature is 0(degree)F. Landlord shall not be
\nresponsible (a) if the normal operation of the Building heating, air
\nconditioning and ventilation system shall fail to provide heated and outside air
\nat temperatures, pressures or degrees of humidity, or in volumes or velocities
\nthat accord with the standards provided for in Section 44A or this Section 44C,
\n(i) in any portion of the Premises which shall have an electrical load in excess
\nof 2.8 watts (9.5 BTU\/HR-SF2) per square foot of rentable area in the Premises
\nfor all purposes (including lighting and power)’ or which shall have a human
\noccupancy factor in excess of one (1) person per one hundred twenty-five (125)
\nsquare feet of rentable area in the Premises (the average electrical load and
\nhuman occupancy factors for which the Building air conditioning system is
\ndesigned), or (ii) because of any rearrangement of partitioning or other
\nimprovements made or performed by or on behalf of Tenant or any person claiming
\nthrough or under Tenant; or (b) for failure to meet such standards due to a
\nsubstantial change in the outside weather conditions, provided the duration of
\nsuch failure does not exceed the reasonable period required to adjust the
\nheating, air-conditioning and ventilation system. Whenever such heating, air
\nconditioning and ventilation system is in operation, Tenant agrees to cause all
\nwindows of the Premises to be kept closed, and to draw the blinds or other
\nwindow coverings as may be necessary for the proper operation of such heating,
\nair conditioning and ventilation system. Tenant agrees to cause all the windows
\nof the Premises to be closed whenever the Premises are not occupied. Tenant
\nshall cooperate fully with Landlord at all times and abide by all regulations<\/p>\n
8<\/p>\n
and requirements which Landlord may prescribe for the proper functioning and
\nprotection of the heating, air conditioning and ventilation system. In addition
\nto any and all other rights and remedies which Landlord may invoke for a
\nviolation or breach of any of the provisions of this Article 44, Landlord may
\ndiscontinue furnishing services under this Article 44 during the period of such
\nviolation or breach, and such discontinuance shall not constitute an actual or
\nconstructive eviction, in whole or in part, or entitle Tenant to any abatement
\nor diminution of rent, or relieve Tenant from any of its obligations under this
\nLease, or impose any liability upon Landlord or Landlord’s agents. Tenant
\nunderstands that any subsequent rearrangement of partitioning after initial
\ninstallation which interferes with normal operation of said systems or the use
\nof computer or data processing machines or other machines and equipment may
\nrequire changes in said systems or in the ducts through which the same operate,
\nand Tenant accordingly covenants and agrees that any changes so occasioned shall
\nbe made only with Landlord’s prior consent and in accordance with the provisions
\nof this Lease.<\/p>\n
CLEANING:<\/p>\n
45. A. Provided Tenant shall keep the Premises in good order,
\nLandlord, at Landlord’s expense, shall cause the Premises, including the
\nexterior and the interior of the windows thereof (subject to Tenant maintaining
\nunrestricted access to such windows), but excluding any portions of the Premises
\nused for the storage, preparation, service or consumption of food or beverages,
\nto be cleaned, substantially in accordance with the standards set forth in
\nExhibit C annexed hereto. Tenant shall pay to Landlord on demand Landlord’s
\ncharges for cleaning work in the Premises or the Building required because of
\n(i) misuse or neglect on the part of Tenant or its agents, employees,
\ncontractors, subcontractors or visitors, (ii) use of portions of the Premises
\nfor preparation, serving, or consumption of food or beverages, data processing
\nor computer operations, private lavatories or toilets, or other special purposes
\nrequiring greater or more difficult cleaning work than office areas, (iii)
\ninterior glass surfaces, (iv) non-building standard materials or finishes
\ninstalled by Tenant or at its request and (v) increases in frequency or scope in
\nany of the items set forth on Exhibit C as shall have been requested by Tenant.
\nTenant shall also pay to Landlord on demand, Landlord’s charges for removal from
\nthe Premises and the Building of (i) so much of any refuse and rubbish of Tenant
\nas shall exceed that normally accumulated daily in the routine of ordinary
\nbusiness office occupancy and (ii) all of the refuse and rubbish of Tenant s
\nmachines and of any eating facilities requiring special handling. Landlord and
\nits cleaning contractor and their employees shall have access to the Premises at
\nall times except between 8:00 A.M. and 5:30 P.M. on Business Days and, to the
\nextent that it will not unreasonably interfere with the operation of Tenant’s
\nbusiness, during business hours, and the use of Tenant’s light, power and water
\nin the Premises as may be reasonably required for the purpose of cleaning the
\nPremises.<\/p>\n
B. If Tenant is permitted hereunder to and does have a separate area
\nfor the storage, preparation, service or consumption of food or beverages in the
\nPremises, Landlord, at Tenant s expense, shall cause all portions of the
\nPremises so used to be cleaned daily in a manner satisfactory to Landlord, and
\nto be exterminated against infestation by vermin, roaches or rodents regularly
\nand, in addition, whenever there shall be evidence of any infestation.<\/p>\n
C. The cleaning services required to be furnished by Landlord pursuant
\nto this Section may be furnished by a contractor or contractors employed by
\nLandlord, <\/p>\n
9<\/p>\n
and Tenant agrees that Landlord shall not be deemed in default of any of its
\nobligations under this Article 45 unless such default shall continue for an
\nunreasonable period of time after notice from Tenant to Landlord setting forth
\nthe specific nature of such default.<\/p>\n
ELECTRICITY:<\/p>\n
46. A. Landlord, at its expense, subject to the provisions of this
\nArticle, shall furnish Tenant with all electrical energy reasonably required in
\nconnection with the use and occupancy of the Premises. So long as the furnishing
\nof such electrical energy is included in the Fixed Rent on a so-called “rent
\ninclusion” basis in accordance with this Article 46, such in Landlord s services
\nwhich shall not levy a special electrical energy on a meter is in accordance
\nelectrical energy shall be included are covered by Fixed Rent, and Landlord
\ncharge on Tenant by measuring such electrical or otherwise.<\/p>\n
B. The amount of Fixed Rent set forth above presently attributed to
\nthe furnishing of electrical energy is the annual sum of $37,257.00.<\/p>\n
C. Landlord will furnish electrical energy to Tenant in the Premises,
\nfor Tenant’s reasonable use of normal office equipment and such lighting,
\nelectrical appliances and other machines and equipment as Landlord may
\nreasonably permit to be installed in the Premises. At Landlord’s option from
\ntime to time, an electrical engineer or utility consultant selected by Landlord
\nshall make a survey of the electric lighting and power load to determine the
\naverage monthly electrical energy consumption in the Premises. Such
\ndeterminations shall take into account, among other things, any special
\nelectrical requirements of Tenant and use by Tenant of electric energy at times
\nother than business hours on Business Days. The findings of the engineer or
\nconsultant as to the proper Fixed Rent increase based on such average monthly
\nelectric consumption shall be binding upon the parties subject to adjustment as
\nhereinafter provided. In no event shall the Fixed Rent or any portion of the
\nFixed Rent attributable to the furnishing of electrical energy ever be reduced
\nby operation of this Section 46C. Any such increase resulting from a survey
\nshall be effective, and shall be at the Electric Rate effective, as of the date
\nthe change of connected power load or electrical energy consumption occurred (as
\ndetermined by Landlord’s electrical consultant). The initial unpaid amount of
\nsuch increase shall be paid within ten (10) days after Landlord furnishes Tenant
\nwith a statement thereof. Thereafter, each such increase (adjusted to a monthly
\nbasis) shall be added to the monthly installments of Fixed Rent.<\/p>\n
D. If the Electric Rates after the date hereof shall be increased or
\ndecreased, then the sum included in Fixed Rent by reason of this Article shall
\nbe increased or decreased, as the case may be, by the same percentage as such
\nchange in the Electric Rates, retroactive to the date of such increase or
\ndecrease in such Electric Rates, and the amount payable from the effective date
\nof such increase to the last day of the month in which Tenant shall be billed
\ntherefor shall be paid within 10 days after Landlord furnishes Tenant with a
\nstatement thereof; provided that in no event shall Fixed Rent be reduced below
\nthe amount payable in accordance with this Lease.<\/p>\n
E. Tenant s use of electrical energy shall never exceed the capacity
\nof the then existing feeders to the Building or the then existing risers or
\nwiring installation. Any <\/p>\n
10<\/p>\n
additional riser or risers to supply Tenant’s electrical requirements and all
\nother equipment proper and necessary in connection therewith upon request of
\nTenant will be installed by Landlord at Tenant’s sole cost and expense, if in
\nLandlord s judgment the same will not cause or create a hazardous condition or
\nentail excessive or unreasonable alterations, repairs or expense or interfere
\nwith or disturb other tenants. Rigid conduit only will be allowed. In order to
\ninsure that such electrical capacity is not exceeded and to avert possible
\nadverse effect upon the Building s electrical system, Tenant shall not, without
\nthe prior consent of Landlord, make or perform or permit any alteration to
\nwiring installations or other electrical facilities in or serving the Premises
\nor any additions to the electrical fixtures, business machines or office
\nequipment or appliances (other than typewriters, personal computers, facsimile
\nmachines and similar low energy consuming office machines) in the Premises which
\nutilize electrical energy. Should Landlord grant such consent, all additional
\nrisers or other equipment required therefor shall be provided by Landlord and
\nthe cost thereof shall be paid by Tenant within ten (10) days after being billed
\ntherefor. Landlord, its agents and engineers and consultants may survey the
\nelectrical fixtures, appliances and equipment in the Premises and Tenant’s use
\nof electrical energy therein from time to time to determine whether Tenant is
\ncomplying with its obligations under this Article 46. All such surveys shall be
\nmade at the sole cost and expense of Landlord. Each increase in the Fixed Rent
\nunder this Article 46 shall be effective on the date such additional electrical
\nenergy is made available to Tenant.<\/p>\n
F. In the event Tenant shall dispute any findings under this Article
\nof the engineer or consultant designated by Landlord, Tenant may, within 30 days
\nof receiving notice of such findings, designate by notice to Landlord an
\nindependent engineer or utility consultant to make, at Tenant’s sole cost and
\nexpense, another determination of the increased average monthly electrical
\nconsumption or the value to Tenant of the potential additional energy to be made
\navailable to Tenant, as the case may be. If the electrical engineer or utility
\nconsultant selected by Tenant shall determine that such increased consumption or
\nvalue, as the case may be, of such electrical energy is less than as determined
\nby Landlord’s engineer or consultant and the two are unable to adjust such
\ndifference within 20 days after the determination made by Tenant’s engineer or
\nconsultant is delivered to Landlord, the dispute shall be resolved by
\narbitration in accordance with the rules of the American Arbitration
\nAssociation. Pending a final determination pursuant to such arbitration however,
\nTenant shall pay to Landlord for such electrical energy based on the
\ndetermination of Landlord’s engineer or consultants; and if it is determined
\nthat Tenant has overpaid, Landlord shall reimburse Tenant for any overpayment at
\nthe conclusion of such arbitration. In any such arbitration, the third
\narbitrator to be appointed shall be an electrical engineer having at least five
\nyears experience in similar matters in New York City. If Tenant shall not
\ndispute the findings as provided in this Section, the determination by
\nLandlord’s engineer or consultants shall be deemed final and conclusive In no
\nevent shall the Fixed Rent or any portion thereof attributable to the furnishing
\nof electrical energy ever be reduced by operation of this Section 46F.<\/p>\n
G. Landlord shall have no liability to Tenant for any loss, damage or
\nexpense which Tenant may sustain or incur by reason of any change, failure,
\ninadequacy or defect in the supply or character of the electrical energy
\nfurnished to the Premises or if the quantity or character of the electrical
\nenergy is no longer available or suitable for Tenant’s requirements except for
\nany actual damage suffered by Tenant by reason of any such failure, <\/p>\n
11<\/p>\n
inadequacy or defect caused by Landlord’s negligence, and then only after actual
\nnotice as provided in Article 61<\/p>\n
H. The term “Electric Rates” shall be deemed to mean the rates at
\nwhich Landlord purchases electrical energy from the public utility supplying
\nelectrical service to the Building, including any surcharges or charges incurred
\nor taxes payable by Landlord in connection therewith or increase or decrease
\nthereof by reason of fuel adjustment or any substitutions for such Electric
\nRates or additions thereto.<\/p>\n
I. Provided that Landlord shall have similarly terminated the
\nfurnishing of electrical energy on a rent inclusion basis to substantially all
\nother tenants in the Building who are furnished electrical energy on a rent
\ninclusion basis, Landlord reserves the right to terminate the furnishing of
\nelectrical energy at any time, upon sixty (60) days. prior notice to Tenant or
\nsuch shorter notice period as may be imposed by any Legal Requirement or
\nInsurance Requirement (in which event Landlord will give Tenant such notice as
\nis possible under the circumstances) If Landlord shall so discontinue the
\nfurnishing of electrical energy, (a) Tenant shall arrange to obtain electrical
\nenergy directly from the public utility company furnishing electrical energy to
\nthe Building, (b) Landlord shall permit the existing feeders, risers, wiring and
\nother electrical facilities serving the Premises to be used by Tenant for such
\npurpose to the extent that they are available, suitable, legally permissible and
\nclean, (c) from and after the effective date of such discontinuance Landlord
\nshall not be obligated to furnish electrical energy to Tenant, and the Fixed
\nRent payable under this Lease shall be reduced to the amount which would have
\nbeen then payable as Fixed Rent as of such date but for the amount included
\ntherein pursuant to Section 46(B) attributable to the furnishing of electrical
\nenergy (as such amount may have been adjusted), (d) this Lease shall otherwise
\nremain in full force and effect and such discontinuance shall be without
\nliability of Landlord to Tenant except that Tenant shall be entitled to the
\nabatement or diminution of rent expressly provided in this Section and (e) if
\nLandlord shall discontinue the furnishing of electrical energy as a result of
\nany Legal Requirement or Insurance Requirement Landlord shall, at Tenant s
\nexpense, install at locations in the Building selected by Landlord and maintain
\nany necessary electrical meter equipment, panel boards, feeders, risers, wiring
\nand other conductors and equipment which may be required to obtain electrical
\nenergy directly from the public utility supplying the same, otherwise Landlord
\nshall pay the cost of the same. Notwithstanding the foregoing, Landlord shall
\nendeavor to continue to provide Tenant with electrical energy on a rent
\ninclusion basis until such time as Tenant shall commence receiving direct
\nelectrical service. Landlord, at its option, before commencing any work to be
\npaid by Tenant hereunder or at any time thereafter, may require Tenant to
\nfurnish to Landlord such security, whether by surety bond issued by a
\ncorporation satisfactory to Landlord in form and amount and licensed to do
\nbusiness in New York State or otherwise as Landlord shall deem necessary to
\nassure the payment for such work by Tenant.<\/p>\n
J. In the event Landlord elects to purchase capital equipment or make
\nother capital expenditures to reduce Landlord’s cost of electricity, Landlord
\nshall receive the full benefit of such capital expenditure, and Tenant shall
\ncontinue to pay Fixed Rent for electricity, such Fixed Rent to be calculated as
\nhereinabove described, without regard to the fact that Landlord has reduced its
\ncost of electricity by virtue of such capital expenditure.<\/p>\n
12<\/p>\n
WATER:<\/p>\n
47. Landlord shall supply reasonably adequate quantities of hot and
\ncold water to a point or points on the floor on which the Premises are located
\nfor ordinary lavatory and drinking purposes. If Tenant requires, uses or
\nconsumes water for any purpose in addition to ordinary lavatory or drinking
\npurposes, Landlord may install a water meter and thereby measure Tenant’s
\nconsumption of water for all purposes. Tenant shall pay to Landlord the cost of
\nany such meter and its installation, and Tenant, at Tenant’s sole cost and
\nexpense, shall keep any such meter and any such equipment in good working order
\nand repair. Tenant agrees to pay for water consumed as shown on such meter, and
\nsewer charges thereon, as and when bills are rendered.<\/p>\n
INTERRUPTION OF SERVICES;
\nHOURS OF BUILDING OPERATION:<\/p>\n
48. Landlord reserves the right to stop the service of the elevator,
\nplumbing, electrical, HVAC, sanitary or mechanical or other service or utility
\nsystems of the Building when necessary by reason of accident, emergency or
\nmechanical breakdown, requirements of law, or any cause beyond Landlord s
\nreasonable control, or for repairs, alterations, replacements or improvements,
\nwhich, in the judgment of Landlord, are desirable or necessary, until the reason
\nfor such stoppage shall have been eliminated. Landlord shall have no
\nresponsibility or liability to Tenant for failure to supply any such service or
\nsystem during such period, except that, if (i) any such failure shall involve an
\ninterruption of such services to the Premises, (ii) Tenant shall have given
\nLandlord notice of such interruption, and (iii) such interruption shall continue
\nfor ten (10) consecutive days after Tenant shall have given such notice, then,
\ncommencing on the eleventh consecutive day of such interruption, the Fixed Rent
\nand Additional Rent due hereunder shall be equitably abated on a per diem basis
\nuntil such interruption shall be corrected.<\/p>\n
ARTICLE 49 – INTENTIONALLY OMITTED<\/p>\n
DESIGNATED SUPPLIERS:<\/p>\n
50. A. Only Landlord or any one or more persons, firms or corporations
\nauthorized in writing by Landlord shall be permitted to furnish laundry, linen,
\ntowels, bootblacking, barbering, plant care, drinking water, ice and other
\nsimilar supplies and services to tenants and occupants of the Building. Landlord
\nmay fix, in its absolute discretion, at any time and from time to time, the
\nhours during which and the regulations under which such supplies and services
\nare to be furnished. However, Tenant and its regular office employees may
\npersonally bring food or beverages into the Building for consumption within the
\nPremises solely by Tenant, its regular office employees and invitees. In all
\nevents, all food and beverages shall be carried in closed containers.<\/p>\n
B. Only Landlord or any one or more persons, firms or corporations
\nauthorized in writing by Landlord shall be permitted to act as maintenance
\ncontractor for any waxing, polishing, lamp replacement, cleaning and maintenance
\nwork in the Premises. Nothing herein contained shall prohibit Tenant from
\nperforming such work for itself by use of its regular employees. Landlord may
\nfix, in its absolute discretion, at any time and from time to time, the <\/p>\n
13<\/p>\n
hours during which and regulations under which such services are to be
\nfurnished. Landlord expressly reserves the right to exclude from the Building
\nany person, firm or corporation attempting to furnish any of such services, but
\nnot so authorized by Landlord.<\/p>\n
C. Only Landlord or any one or more persons, firms or corporations,
\nauthorized in writing by Landlord shall be permitted to act as contractor or
\nsubcontractor for any work to be performed in accordance with Article 3 of this
\nLease. Landlord expressly reserves the right to act as or to designate, at any
\ntime and from time to time, an exclusive construction ` contractor, and Landlord
\nexpressly reserves the right to exclude from the Building any person, firm or
\ncorporation attempting to act as construction contractor in violation hereof. In
\nthe event Tenant shall employ any contractor permitted by this Article 50, such
\ncontractor and any subcontractor shall agree to employ only such materials and
\nsuch labor as will not result in labor disputes, strikes or jurisdictional
\ndisputes with other contractors, mechanics, or laborers engaged by Tenant,
\nLandlord or others. Tenant, upon demand of Landlord, shall cause all materials,
\ncontractors, mechanics or laborers causing such difficulty, strike or dispute to
\nleave or be removed from the Building immediately Landlord agrees that such
\ncontractor or subcontractor shall have reasonable use of the Building
\nfacilities. Tenant will inform Landlord in writing of the names of any
\ncontractor or subcontractor Tenant proposes to use in the Premises at least ten
\n(10) days prior to the beginning of work by such contractor or subcontractor.<\/p>\n
NO ADDITIONAL SERVICES:<\/p>\n
51. Landlord shall not be required to furnish any other services except as
\nexpressly provided in this Lease.<\/p>\n
BROKERAGE:<\/p>\n
52. Tenant and Landlord represent to each other that, in the negotiation of
\nthis Lease, they dealt with no broker or brokers other than LaSalle Partners and
\nColdwell Banker Commercial Real Estate Services. Each party hereby agrees to
\nindemnify and hold the other party harmless from and against any and all claims,
\nliabilities, suits, costs and expenses including reasonable attorneys’ fees and
\ndisbursements arising cut of any inaccuracy or alleged inaccuracy of the above
\nrepresentation. Landlord shall have no liability for any brokerage commissions
\narising out of a sublease or assignment by Tenant. The provisions of this
\nArticle shall survive the expiration or sooner termination of this Lease.<\/p>\n
SUBLETTING AND ASSIGNMENT:<\/p>\n
53. A. Tenant may, without Landlord’s consent:<\/p>\n
(a) Assign this Lease to a corporation or other business entity then
\nhaving a net worth at least equal to that of Tenant prior to such merger,
\nconsolidation or transfer (herein called a “successor corporation.) into or with
\nwhich, Tenant shall be merged or consolidated or to which substantially all of
\nTenant’s assets may be transferred, provided that such successor corporation
\nshall have effectively assumed all of Tenant’s obligations and liabilities,
\nincluding those under this Lease, by operation of law, or appropriate instrument
\nof merger, consolidation or transfer;<\/p>\n
14<\/p>\n
(b) Sublet any part(s) of the Premises to a corporation or other
\nbusiness entity (herein called a `related corporation.) which shall control, be
\ncontrolled by, or be under common control with, Tenant, but only for so long as
\nsaid sublessee shall control, be controlled by, or be under the common control
\nwith, Tenant;<\/p>\n
(c) Permit any related corporation of Tenant to use the Premises, or
\nany part thereof, but only for so long as said occupant continues to be a
\nrelated corporation; and<\/p>\n
(d) Assign this Lease to a related corporation of Tenant.<\/p>\n
Tenant shall notify Landlord of each such assignment, sublease permit within ten
\n(10) days thereafter.<\/p>\n
B. Concurrently with assigning this Lease to a successor corporation,
\nmaking a sublease to a related corporation, or permitting a related corporation
\nto occupy all or part of the Premises, or assigning this Lease to a related
\ncorporation (all as set forth in (a), (b), (c) or (d) above, as the case may
\nbe), Tenant shall be required to submit proof that the successor corporation
\ncomes within the definition thereof, or that the sublessee, occupant or assignee
\nis a related corporation, all in form reasonably satisfactory to Landlord. As
\nused herein in defining related corporation, control must include over 50% of
\nthe stock or other voting interest of the controlled corporation, or other
\nbusiness entity. Similar proof that such sublessee, occupant or assignee
\ncontinues to be a related corporation shall be furnished by Tenant to Landlord
\nwithin fifteen (15) days after written request therefor.<\/p>\n
C. Notwithstanding anything contained in Article 11, but subject to
\nthe rights of Tenant under Section A above, in the event that, at any time or
\nfrom time to time prior to or during the Term, Tenant shall desire to sublet all
\nor part of the demised premises, Tenant shall submit to Landlord a written
\nrequest for Landlord’s consent to such subletting, which request shall contain
\nor be accompanied by the following information: (1) the name and address of the
\nproposed subtenant; (ii) a description identifying the space to be sublet; (iii)
\nthe terms and conditions of the proposed subletting; (iv) the nature and
\ncharacter of the business of the proposed subtenant and of its proposed use of
\nthe portion(s) of the demised premises proposed to be sublet; and (v) current
\nfinancial information and any other information as Landlord may reasonably
\nrequest with respect to the proposed subtenant. Landlord shall have the option,
\nto be exercised by notice given to Tenant within thirty (30) days after the
\nlater of (a) receipt of Tenant `a request for consent or (b) receipt of such
\nfurther information as Landlord may reasonably request pursuant to clause (v)
\nabove to obtain a sublet from Tenant of the portion(s) of the demised premises
\nproposed to be sublet, including Tenant’s leasehold improvements therein, upon
\nthe terms and conditions hereinafter set forth as of a date to be specified in
\nsaid notice (the “Leaseback Date’) which shall be not earlier then one (1) day
\nbefore the effective date of the proposed subletting or later than forty-five
\n(45) days after said effective date, in which event Tenant shall deliver
\npossession of such portion(s) of the demised premises to Landlord on or before
\nthe Leaseback Date.<\/p>\n
D. (a) If Landlord shall exercise its option, pursuant to Section C
\nabove to lease back the portion(s) of the demised premises to be sublet,
\ntogether with all leasehold improvements made by Tenant therein (herein
\ncollectively called the Leaseback Area-<\/p>\n
15<\/p>\n
), Tenant shall be deemed automatically to have subleased the Leaseback Area to
\nLandlord (herein sometimes called “Backleasing” or “Backlease”) for the
\nremaining balance of the term (the “Backlease Term’) for Fixed Rent at the same
\nannual rate applicable to such Leaseback Area, and with Additional Rent, all
\nprorated to the Leaseback Area, and otherwise on the same terms, covenants and
\nconditions, as are provided in this Lease, except such as by their nature or
\npurport are inapplicable or inappropriate to such Backleasing or are
\ninconsistent with the further provisions of the following Subsections of this
\nArticle 53, which further provisions shall be deemed to be part of the terms,
\ncovenants and conditions of such Backleasing.<\/p>\n
(b) Landlord may underlet the Leaseback Area or parts thereof
\nseparately or in combinations, as Landlord sees fit. The Backlease may be
\nassigned by Landlord to any person, including Tenant’s proposed subtenant,
\nwithout Tenant’s consent but such assignment shall not be effective unless the
\ntransferee executes and delivers to Tenant a written agreement assuming all of
\nLandlord’s obligations under the Backlease, and in such event Landlord shall
\ncontinue to be fully responsible jointly and severally with such assignee for
\nall of Landlord’s obligations under the Backlease. Tenant shall not be
\nresponsible for furnishing to the Leaseback Area or the occupants thereof any of
\nthe services undertaken in this Lease to be furnished by Landlord or for the
\nmaking of any repairs or alterations, or the incurrence of any expense with
\nrespect to the Leaseback Area during the Backlease Term, but shall only make
\navailable that which it receives from Landlord. At the expiration or earlier
\ntermination of the Backlease Term, Landlord shall have no obligation to restore
\nor alter or improve the Leaseback Area, and Tenant shall take possession of the
\nLeaseback Area in the condition that the same shall then be in, provided only
\nthat all facilities necessary for the use and occupancy of the Leaseback Area,
\nor any subdivisions thereof as they then exist, such as ceilings, lighting
\nfixtures, electrical outlets, and heating, ventilating and air conditioning
\nsystems, shall be in place and in good working order subject to reasonable wear
\nand tear, and the Leaseback Area shall be otherwise in good repair and
\ntenantable condition for general office use subject to reasonable wear and tear.<\/p>\n
(c) Tenant shall furnish to Landlord or its assignee or subsubtenant
\nunder the Backlease any consents or approvals requested under the Backlease so
\nlong as (I) Landlord furnishes such consents or approvals to Tenant and (II)
\nTenant incurs no expense by reason of any such consent or approval.<\/p>\n
(d) At the request of either party, Landlord and Tenant shall mutually
\nexecute, acknowledge and deliver an instrument or instruments of sublease to
\nconfirm and separately set forth the demise, rent, terms, conditions and other
\nprovisions of the Backleasing of any Leaseback Area as may be appropriate.<\/p>\n
E. If Landlord shall not exercise any of its options under Section C
\nabove, Landlord shall not unreasonably withhold or delay its consent to the
\nproposed subletting referred to in Tenant’s notice given pursuant to Section C
\nabove, provided that the following further conditions shall be fulfilled:<\/p>\n
(a) there shall be no advertisement or public communication of any
\nkind whatever relating to the proposed subletting which mentions or refers to a
\nrental rate (but nothing herein contained shall be deemed to prohibit Tenant
\nfrom negotiating or consummating a sublease at a lesser rate of rent) or to any
\nother matter which directly or indirectly might <\/p>\n
16<\/p>\n
adversely reflect on the dignity or prestige of the Building; without limiting
\nthe foregoing restrictions, no such advertisement or other public communication
\nshall be released without Landlord’s prior written approval, which shall not be
\nunreasonably withheld or delayed;<\/p>\n
(b) no space shall be sublet to another tenant, or to a related
\ncorporation of any other tenant or to any other occupant of the Building, if
\nLandlord shall then have available for rent comparable space in the Building;<\/p>\n
(c) no subletting shall be to a person or entity which has a financial
\nstanding, is of a character, is engaged in a business, or proposes to use the
\nsublet premises in a manner not in keeping with the standards in such respects
\nof the other tenancies in the Building;<\/p>\n
(d) the subletting shall be expressly subject to all of the
\nobligations of Tenant under this Lease and, without limiting the generality of
\nthe foregoing, the sublease shall impose at least the same restrictions and
\nconditions with respect to use as are contained in Article 2 and shall
\nspecifically provide that the proposed subtenant shall be permitted no more than
\none (1) further subletting of all or any part of the sublet premises;<\/p>\n
(e) that part, if any, of the term of any such sublease or any renewal
\nor extension thereof which shall extend beyond a date one day prior to the
\nexpiration or earlier termination of the term shall be a nullity;<\/p>\n
(f) the subletting shall not have the effect, or give the utility
\nserving the Building with electricity cause to claim, that Landlord will not be
\npermitted to serve the demised premises or the portion thereof so sublet, or any
\nof the other leased portions of the Building, with electricity, on a “rent
\ninclusion’ basis as provided for herein;<\/p>\n
(g) any such subletting will result in shore being no more than four
\n(4) occupants on the floor on which the premises to be sublet are situated other
\nthan Tenant;<\/p>\n
(h) Tenant shall pay all costs that may be incurred by Landlord in
\nconnection with said sublease, including the costs of making investigations as
\nto the acceptability of a proposed subtenant and the reasonable fees of Landlord
\nattorneys;<\/p>\n
(i) the proposed subtenant shall not be a person who was in active
\nnegotiations with Landlord for the rental of any space in the Building prior to
\nTenant Tenant’s advertisement of the space for sublet;<\/p>\n
(j) Landlord shall be furnished with a duplicate original of the
\nsublease within ten (10) days after the date of its execution;<\/p>\n
(k) Tenant shall pay to Landlord a sum equal to fifty (50%) percent of
\n(a) any Fixed Rent and Additional Rent or other consideration paid to Tenant by
\nany subtenant which is in excess of the Fixed Rent and Additional Rent then
\nbeing paid by Tenant to Landlord pursuant to the terms hereof, and (b) any other
\nprofit or gain realized by Tenant from any such subletting All sums payable
\nhereunder by Tenant shall be paid to Landlord as additional rent immediately
\nupon receipt thereof by Tenant. If only a part of the demised premises is
\nsublet, <\/p>\n
17<\/p>\n
then the rent paid therefor by Tenant to Landlord shall be deemed to be
\nthat fraction thereof that the area of said sublet space bears to the entire
\ndemised premises and<\/p>\n
(l) there shall be no default by Tenant under any of the terms,
\ncovenants and conditions of this Lease at the time that Landlord’s consent to
\nany such subletting is requested or on the date of the commencement of the term
\nof any such proposed sublease.<\/p>\n
F. No assignment of this Lease shall be binding upon Landlord unless
\nthe assignee shall execute, acknowledge and deliver to Landlord (a) a duplicate
\noriginal instrument of assignment in form and substance satisfactory to
\nLandlord, duly executed by Tenant, and (b) an agreement, in form and substance
\nsatisfactory to Landlord, duly executed by the assignee, whereby the assignee
\nshall unconditionally assume observance and performance of, and agree to be
\nbound by all of the terms, covenants and conditions of this Lease on Tenant s
\npart to be observed or performed, including, without limitation, the provisions
\nof this Article 53 with respect to all future assignment.; but the failure or
\nrefusal of the assignee to execute or deliver such an agreement shall not
\nrelease the assignee from its liability for the obligations of Tenant hereunder
\nassumed by acceptance of the assignment of this Lease.<\/p>\n
G. If this Lease be assigned, whether or not in violation of the terms
\nof this Lease, Landlord may collect rent from the assignee. If the demised
\npremises or any part thereof be sublet or be used or occupied by anybody other
\nthan Tenant, whether or not in violation of this Lease, Landlord may, after
\ndefault by Tenant and expiration of Tenant’s time to cure such default, if any,
\ncollect rent from the subtenant or occupant. In either event, Landlord may apply
\nthe net amount collected to the rent herein reserved, but no such assignment,
\nsubletting, occupancy or collection shall be deemed a waiver of any of the
\nprovisions of Article 11 or this Article, or the acceptance of the assignee,
\nsubtenant or occupant as a tenant, or a release of Tenant from the further
\nperformance by Tenant of Tenant.. obligations under this Lease. The consent by
\nLandlord to an assignment, transfer, encumbering or subletting pursuant to any
\nprovision of this Lease shall not in any way be considered to relieve Tenant
\nfrom obtaining the express prior consent of Landlord to any other or further
\nassignment, transfer, encumbering or subletting. References in this Lease to use
\nor occupancy by anyone other than Tenant shall not be construed as limited to
\nsubtenants and those claiming under or through subtenants but as including also
\nlicensees and others claiming under Tenant, immediately or remotely. The listing
\nof any name other than that of Tenant on any door of the demised premises or on
\nany directory or in any elevator in the Building, or otherwise, shall not
\noperate to vest in the person so named any right or interest in this Lease or
\nthe demised premises, or be deemed to constitute, or serve as a substitute for,
\nany consent of Landlord required under Article 11 or this Article, and it is
\nunderstood that any such listing shall constitute a privilege extended by
\nLandlord, revocable at Landlord’s will by notice to Tenant. Tenant agrees to pay
\nto Landlord reasonable attorneys fees and disbursements incurred by Landlord in
\nconnection with any proposed assignment of this Lease or any proposed subletting
\nof the demised premises or any part thereof. Neither any assignment of this
\nLease nor any subletting, occupancy or use of the demised premises or any part
\nthereof by any person other than Tenant, nor any collection of rent by Landlord
\nfrom any person other than Tenant, nor any application of any such rent as
\nprovided in this Article shall, under any circumstances except as set forth in
\nSection A above, relieve, impair, release or discharge Tenant of its obligations
\nfully to perform the terms of this Lease on Tenant’s part to be performed.<\/p>\n
18<\/p>\n
H. If Tenant or any assignee of Tenant is a corporation, the terms
\n“assign” and “assignment” shall, for purposes of this lease, be deemed to
\ninclude the transfer of a majority of the stock of Tenant or such assignee of
\nTenant.<\/p>\n
I. In the event Tenant desires to sublet the Premises or any portion
\nthereof or assign this Lease, it shall designate Landlord or the then managing
\nagent of the Building, at Landlord’s option, as Tenant Tenant’s exclusive agent
\nfor a period of at least six (6) months to effect such sublease or assignment
\nand shall pay Landlord or such managing agent, as the case may be, a reasonable
\nbrokerage commission computed in accordance with the usual rates charged by
\nLandlord or such managing agent.<\/p>\n
ESTOPPEL CERTIFICATE:<\/p>\n
54. A. Tenant shall at any time and from time to time upon not less than
\nten (10) days’ prior notice from Landlord, execute, acknowledge and deliver to
\nLandlord a statement in writing in substantially the form set forth in Exhibit E
\nattached hereto and made a part hereof which statement shall set forth the
\nCommencement Date, the Expiration Date and the Fixed Rent and certifying (i)
\nthat this Lease is unmodified and in full force and effect (or if there has been
\nany modification, that the same is in full force and effect as modified and
\nstating the modification, (ii) the dates to which the Fixed Rent and Additional
\nRent have been paid in advance, if any, (iii) whether or not to the knowledge of
\nTenant, Landlord is in default in performance of any of its obligations under
\nthis Lease and, if so, specifying each such default of which Tenant may have
\nknowledge, (iv) whether Tenant has accepted possession of the Premises, (v)
\nwhether Tenant has made any claim against Landlord under this Lease and, if so,
\nthe nature thereof and the dollar amount, if any, of such claim, (vi) whether
\nthere exist any offsets or defenses against enforcement of any of the terms of
\nthis Lease upon the part of Tenant to be performed, and, if so, specifying the
\nsame, and (vii) such further information with respect to this Lease or the
\nPremises as Landlord may reasonably request, it being intended that any such
\nstatement delivered pursuant hereto shall be binding upon Tenant and may be
\nrelied upon by Landlord and by any prospective purchaser of the Real Property
\nand\/or the Building or any part thereof or of the interest of Landlord in any
\npart thereof, by any mortgagee or prospective mortgagee thereof, by any lessor
\nor prospective lessor thereof, by any lessee or prospective lessee thereof, or
\nby any prospective assignee of any mortgage thereof. The failure to deliver such
\nstatement within such time shall be conclusive upon the Tenant that this Lease
\nis in full force and effect, without modification except as may be represented
\nby Landlord, there are no uncured defaults by Landlord and that not more than
\none (1) month’s rental has been paid in advance, that the Tenant has accepted
\nthe Premises in their current condition and the Tenant shall be estopped from
\nasserting any defaults against Landlord at that time.<\/p>\n
B. Tenant will furnish to Landlord: (a) within one hundred twenty
\n(120) days after the end of each fiscal year of Tenant and each guarantor of
\nthis Lease, respectively, annual consolidated financial statements (balance
\nsheets and profit and loss statements) of Tenant and each guarantor,
\nrespectively, in comparative form, certified by an independent certified public
\naccountant of recognized standing (selected by Tenant or such guarantor, as the
\ncase may be), if such certified statements are delivered to shareholders or any
\nother party, and otherwise certified by the chief financial officer of Tenant or
\nsuch guarantor, as the case may be; and (b) such other information regarding the
\ncondition (financial or otherwise) <\/p>\n
19<\/p>\n
of Tenant and each guarantor as Landlord may reasonably request. Each financial
\nstatement of Tenant and each guarantor shall be accompanied by a certificate of
\nits chief financial officer that (a) he has reviewed this Lease and has obtained
\nno knowledge of any default hereunder or of any condition or event which, with
\nnotice or lapse of time or both, would constitute a default hereunder (or, if
\nany such default, condition or event shall exist, the nature and period of
\nexistence thereof and the action to be taken by Tenant or such guarantor with
\nrespect thereto), and (b) no material adverse change in the business, condition
\n(financial or otherwise), operations or prospects of Tenant or its affiliates or
\nsuch guarantor or its affiliates has occurred during the period covered by such
\nstatement.<\/p>\n
SUBORDINATION AND ATTORNMENT:<\/p>\n
55. A. This Lease and all rights of Tenant hereunder are and shall be
\nsubject and subordinate to (a) all present and future ground leases, operating
\nleases, superior leases, overriding underlying leases and grants of term of the
\nland on which the Building stands (“Land”) and the Building or any portion
\nthereof (collectively, including the applicable items set forth in Subdivision
\n(d) of this Article 55, (the “Superior Lease”), (b) all mortgages and building
\nloan agreements, including leasehold mortgages and spreader and consolidation
\nagreements, which may now or hereafter affect the Land, the Building or the
\nSuperior Lease (collectively, including the applicable items set forth in
\nSubdivisions (c) and (d) of this Article, the “Superior Mortgage”) whether or
\nnot the Superior Mortgage shall also cover other lands or buildings or leases
\nexcept that a mortgage on the Land only shall not be a Superior Mortgage so long
\nas there is in effect a Superior Lease which is not subordinate to such
\nmortgage, (c) each advance made or to be made under the Superior Mortgage, and
\n(d) all amendments, modifications, supplements, renewals, substitutions,
\nrefinancings and extensions of the Superior Lease and the Superior Mortgage and
\nall spreaders and consolidations of the Superior Mortgage. The provisions of
\nthis Section shall be self-operative and no further instrument of subordination
\nshall be required. Tenant shall promptly execute and deliver, at its own
\nexpense, any instrument, in recordable form if requested, that Landlord, the
\nSuperior Lessor or the Superior Mortgagee may reasonably request to evidence
\nsuch subordination; and if Tenant fail. to execute, acknowledge or deliver any
\nsuch instrument within ten (10) days after request therefor, Tenant hereby
\nirrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact,
\ncoupled with an interest, to execute, acknowledge and deliver any such
\ninstruments for and on behalf of Tenant. The Superior Mortgagee may elect that
\nthis Lease shall have priority over its Superior Mortgage and, upon notification
\nby the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority
\nover such Superior Mortgage, whether this Lease is dated prior to or subsequent
\nto the date of such Superior Mortgage. If, in connection with the obtaining,
\ncontinuing or renewing of financing for which the Building, Land or the interest
\nof the lessee under the Superior Lease represents collateral, in whole or in
\npart, the Superior Mortgagee shall request reasonable modifications of this
\nLease as a condition of such financing, Tenant will not unreasonably withhold
\nits consent thereto, provided that such modifications do not materially and
\nadversely increase the obligations of Tenant hereunder, diminish the rights of
\nTenant under this Lease, or cause a change in Tenant’s financial obligations
\nhereunder.<\/p>\n
B. Landlord hereby notifies Tenant that this Lease may not be
\ncancelled or surrendered, or modified or amended so as to reduce the rent,
\nshorten the Term or adversely affect in any other respect to any material extent
\nthe rights of Landlord hereunder and <\/p>\n
20<\/p>\n
that Landlord may not accept prepayments of any installments of rent except for
\nprepayments in the nature of security for the performance of Tenant’s
\nobligations hereunder without the consent of any senior interest holder in each
\ninstance, except that said consent shall not be required to the institution of
\nprosecution of any action or proceedings against Tenant by reason of a default
\non the part of Tenant under the terms of this Lease.<\/p>\n
C. If, at any time prior to the termination of this Lease, any senior
\ninterest holder or any other person or the successors or assigns of the
\nforegoing (collectively referred to as “Successor Landlord”) shall succeed to
\nthe rights of Landlord under this Lease, Tenant agrees, at the election and upon
\nrequest of any such Successor Landlord, to fully and completely attorn to and
\nrecognize any such Successor Landlord, as Tenant’s landlord under this Lease
\nupon the then executory terms of this Lease; provided such Successor Landlord
\nshall agree in writing to accept Tenant s attornment. The foregoing provisions
\nof this Section shall inure to the benefit of any such Successor Landlord, shall
\napply notwithstanding that, as a matter of law, this Lease may terminate upon
\nthe termination of the Superior Lease, shall be self-operative upon any such
\ndemand, and no further instrument shall be required to give effect to said
\nprovisions. Upon the request of any such Successor Landlord, Tenant shall
\nexecute and deliver, from time to time, instruments satisfactory to any such
\nSuccessor Landlord in recordable form if requested, to evidence and confirm the
\nforegoing provisions of this Section, acknowledging such attornment and setting
\nforth the terms and conditions of its tenancy. Tenant hereby constitutes and
\nappoints Landlord attorney-in-fact for Tenant to execute any such instrument,
\nfor twenty (20) days after notice, for and on behalf of Tenant, such appointment
\nbeing coupled with an interest. Upon such attornment this Lease shall continue
\nin full force and effect as a direct lease between such Successor Landlord and
\nTenant upon all of the then executory terms of this Lease except that such
\n“Successor Landlord shall not be (a) liable for any previous act or omission or
\nnegligence of Landlord under this Lease; (b) subject to any counterclaim,
\ndefense or offset, not expressly provided for in this Lease and asserted with
\nreasonable promptness, which theretofore shall have accrued to Tenant against
\nLandlord; or (c) bound by any previous modification or amendment of this Lease
\nmade after the granting of such senior interest, or by any previous prepayment
\nof more than one month’s rent, unless such modification or prepayment shall have
\nbeen approved in writing by any senior interest holder through or by reason of
\nwhich the Successor Landlord shall have succeeded to the rights of Landlord
\nunder this Lease. Nothing contained in this Section shall be construed to impair
\nany right otherwise exercisable by any such owner, holder or lessee.
\nNotwithstanding the foregoing, Landlord shall use its best efforts (without
\nbeing obligated to incur any costs or expenses) to obtain a non-disturbance
\nagreement running to the benefit of Tenant from any current or future Superior
\nLessor or Superior Mortgagee.<\/p>\n
D. If any act or omission by Landlord would give Tenant the right,
\nimmediately or after lapse of time, to cancel or terminate this Lease or to
\nclaim a partial or total eviction, Tenant will not exercise any such right until
\n(a) it shall have given written notice of such act or omission to each Superior
\nMortgagee and each Superior Lessor, whose name and address shall have previously
\nbeen furnished to Tenant, by delivering notice of such act or omission addressed
\nto each such party at its last address so furnished, (b) any period of time to
\nwhich Landlord would be entitled under this Lease to remedy such act or omission
\nshall have expired, (c) such Superior Lessor or Superior Mortgagee shall have
\nbecome entitled under such senior interest to remedy the same, and (d) an
\nadditional period of sixty (60) days shall have <\/p>\n
21<\/p>\n
elapsed (or’ if such act or omission is not capable of being remedied in such 60
\nday period, any period of time necessary to remedy such act or omission shall
\nhave elapsed).<\/p>\n
NON-LIABILITY AND INDEMNIFICATION:<\/p>\n
56. A. Neither Landlord nor Landlord’s agents, officers, directors,
\nshareholders, partners or principals (disclosed or undisclosed) shall be liable
\nto Tenant or Tenant’s agents, employees, contractors, invitees or licensees or
\nany other occupant of the Premises, and Tenant shall save Landlord, any
\nmortgagee of the Real Property and\/or the Building and their respective agents,
\nemployees, contractors, officers, directors, shareholders, partners and
\nprincipals (disclosed or undisclosed) harmless from any loss, cost, liability,
\nclaim, damage, expense (including reasonable attorneys fees and disbursements),
\npenalty or fine incurred in connection with or arising from any injury to Tenant
\nor to any other person or for any damage to, or loss (by theft or otherwise) of,
\nany of Tenant s property or of the property of any other person, irrespective of
\nthe cause of such injury, damage or loss (including the acts or negligence of
\nany tenant or of any owners or occupants of adjacent or neighboring property or
\ncaused by operations in construction of any private public or quasi-public work)
\nunless due to the negligence of Landlord or Landlord’s agents, it being
\nunderstood that no property, other than such as might normally be brought upon
\nor kept in the Premises as incidental to the reasonable use of the Premises for
\nthe purposes herein permitted will be brought upon or be kept in the Premises;
\nprovided, however, that even if due to any such negligence of Landlord or
\nLandlord’s agents, Tenant waives, to the full extent permitted by law, any claim
\nfor consequential damages in connection therewith and Landlord and Landlord s
\nagents shall not be liable, to the extent of Tenant’s insurance coverage, for
\nany loss or damage to any person or property even if due to the negligence of
\nLandlord or Landlord’s agents. Any building employee to whom any Property shall
\nbe entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s
\nagent with respect to such property and neither Landlord nor Landlord’s agents
\nshall be liable for any loss of or damage to any such property by theft or
\notherwise.<\/p>\n
B. Neither any (a) performance by Landlord, Tenant or others of any
\nrepairs, alterations or improvements in or to the Real Property, Building or
\nPremises, (b) failure of Landlord or others to make any such repairs or
\nimprovements, (c) damage to the Building, Premises or Tenant’s property in the
\nPremises, (d) any injury to any persons, caused by other tenants or persons in
\nthe Building, or by operations in the construction of any private, public or
\nquasi-public work, or by any other cause, (e) latent defect in the Building or
\nPremises, nor (f) inconvenience or annoyance to Tenant or injury to or
\ninterruption of Tenant’s business by reason of any of the events or occurrences
\nreferred to in the foregoing subdivisions (a) through (f) shall impose any
\nliability on Landlord or Landlord’s agents to Tenant, other than such liability
\nas may be required or imposed upon Landlord by law for Landlord’s negligence or
\nthe negligence of Landlord’s agents in the operation or maintenance of the
\nBuilding or for the breach by Landlord of any express covenant of this Lease on
\nLandlord’s part to be performed or observed.<\/p>\n
C. Tenant hereby indemnifies and agrees to hold Landlord harmless from and
\nagainst any and all loss, cost, liability, claim, damage, fine, penalty and
\nexpense including reasonable attorneys’ fees and disbursements in connection
\nwith or arising from (a) any default by Tenant in the performance or observance
\nof any of the terms of this Lease on Tenant’s part to be performed or observed,
\nor (b) the use or occupancy of the Premises by Tenant <\/p>\n
22<\/p>\n
or any person claiming under Tenant, or (c) any acts, omissions or negligence of
\nTenant or any such person, or the contractors, agents, employees, invitees or
\nlicensees of Tenant or any such person, in or about the Premises or the Real
\nProperty either prior to, during or after the expiration of, the Term. If any
\naction or proceeding shall be brought against Landlord or Landlord’s agents, or
\nany mortgagee of the Real Property and\/or the Building based upon any such claim
\nand if Tenant, upon notice from Landlord, shall cause such action or’ proceeding
\nto be defended at Tenant’s expense by counsel reasonably satisfactory to
\nLandlord, without any disclaimer of liability by Tenant in connection with such
\nclaim, Tenant shall not be required to indemnify Landlord, Landlord’s agents or
\nmortgagee for attorneys fees and disbursements in connection with such action or
\nproceeding.<\/p>\n
D. Tenant shall pay to Landlord as Additional Rent, within ten (10)
\ndays following rendition by Landlord to Tenant of bills or statements therefor,
\nsums equal to all losses, costs, liabilities, claims, damages, fines, penalties
\nand expenses referred to in Section C above.<\/p>\n
E. Notwithstanding anything to the contrary contained herein, Tenant
\nshall look only to Landlord’s estate in the Premises (or the proceeds thereof)
\nfor the satisfaction of Tenant’s remedies for the collection of a judgment (or
\nother judicial process) requiring the payment of money by Landlord in the event
\nof any default by Landlord hereunder, and no other property or assets of
\nLandlord or its agents, directors, officers, shareholders, partners or
\nprincipals (disclosed or undisclosed) shall be subject to levy, execution or
\nother enforcement procedure for the satisfaction of Tenant’s remedies under or
\nwith respect to this Lease, the relationship of Landlord and Tenant hereunder or
\nunder law or Tenant Tenant’s use or occupancy of the Premises or any other
\nliability of Landlord to Tenant.<\/p>\n
F. The provisions of this Article 56 shall survive the expiration or
\nsooner termination of the term of this lease.<\/p>\n
INSURANCE:<\/p>\n
57. Tenant shall maintain personal injury and property damage insurance,
\nunder a policy of general public liability insurance, with such limits as may
\nreasonably be requested by Landlord from time to time, but not less than
\n$5,000,000 in respect to bodily injury or death arising out of any one
\noccurrence, and the policy or policies evidencing such insurance shall include
\nLandlord and such parties as Landlord shall designate as an additional insured.
\nAll policies required to be maintained pursuant to the provisions of this Lease
\nshall be issued by an insurance company or companies having a Best’s rating of
\nat least A\/XII and authorized to do business in the State of New York. All
\npolicies required to be maintained pursuant to the provisions of this Lease
\nshall have a written undertaking from the insurer to notify all insureds
\nthereunder at least thirty (30) days prior to cancellation thereof. Upon
\nrequest, Tenant shall furnish Landlord with a certificate of insurance
\nevidencing any such policy or a certificate naming Landlord as an additional
\ninsured. Such certificate or certificates of insurance shall specifically have
\nthe indemnity clause referred to in Article 56(C) typed thereon evidencing that
\nsaid “hold harmless” clause has been insured. Tenant’s failure to provide and
\nkeep in force the aforementioned insurance shall be regarded as a material
\ndefault hereunder entitling Landlord to exercise any or all of the remedies
\nprovided in this Lease in the event of Tenant’s default. <\/p>\n
23<\/p>\n
Tenant shall procure, maintain and place such insurance and pay all premiums and
\ncharges therefor and upon failure to do so Landlord may, but shall not be
\nobligated to, procure, maintain and place such insurance or make such payments,
\nand in such event Tenant agrees to pay the amount thereof, plus interest at the
\nInterest Rate, to Landlord on demand and said sum shall be in each instance
\ncollectible as Additional Rent on the first day of the month following the date
\nof payment by Landlord.<\/p>\n
USE OF COMMON AREAS:<\/p>\n
58. Tenant shall at no time leave any merchandise, supplies, materials or
\nrefuse in the hallways or other common portions of the Building or in any other
\narea of the Building other than the demised premises. Tenant covenants that all
\ngarbage and refuse shall be kept in proper containers, securely covered, until
\nremoved from the Building so as to prevent the escape of objectionable fumes and
\nodors and the spread of vermin, and Tenant further covenants that no refuse
\nand\/or garbage shall be permitted to remain on the sidewalks adjacent to the
\nBuilding<\/p>\n
REPEATED DEFAULTS:<\/p>\n
59. If Tenant shall default (i) in the timely payment of Fixed Rent or
\nAdditional Rent, and any such default shall continue beyond any applicable grace
\nperiod and shall be repeated for three (3) consecutive months or for a total of
\nfive (5) months in any period of twelve (12) months or (ii) more than three (3)
\ntimes in any period of six (6) months, in the performance of any other term of
\nthis Lease to be performed by Tenant, then, notwithstanding that such defaults
\nshall be deemed to be deliberate and Landlord thereafter may serve the said
\nthree (3) days’ notice of termination referred to in Article 17 upon Tenant
\nwithout affording to Tenant an opportunity to cure such further default.<\/p>\n
TRANSFER AFTER BANKRUPTCY:<\/p>\n
60. A. If this Lease is assigned to any person or entity pursuant to the
\nprovisions of the Bankruptcy Code, 11 U.S.C. SS 101 et seq. (the “Bankruptcy
\nCode”), any and all consideration payable or otherwise to be delivered in
\nconnection with such assignment shall be paid or delivered to Landlord, shall be
\nand remain the exclusive property of Landlord and shall not constitute property
\nof Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code.
\nAny and all monies and other consideration constituting Landlord’s property
\nunder the preceding sentence not paid or delivered to Landlord shall be held in
\ntrust for the benefit of Landlord and be promptly paid to or turned over to
\nLandlord.<\/p>\n
B. If Tenant assumes this Lease and proposes to assign the same
\npursuant to the provisions of the Bankruptcy Code to any person or entity who
\nshall have made a bona fide offer to accept an assignment of this Lease on terms
\nacceptable to Tenant then notice of such proposed assignment, setting forth (i)
\nthe name and address of such person, (ii) all of the terms and conditions of
\nsuch offer, and (iii) the adequate assurance to be provided Landlord to assure
\nsuch person person’s future performance under this Lease, including, without
\nlimitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy
\nCode, shall be given to Landlord by Tenant no later than twenty (20) days after
\nreceipt by Tenant but in any event no later than ten <\/p>\n
24<\/p>\n
(10) days prior to the date that Tenant shall make application to a court of
\ncompetent jurisdiction for authority and approval to enter into such assignment
\nand assumption, and Landlord shall thereupon have the prior right and option, to
\nbe exercised by notice to Tenant given at any time prior to the effective date
\nof such proposed assignment, to accept an assignment of this Lease upon the same
\nterms and conditions and for the same consideration, if any, as the bona fide
\noffer made by such person, less any brokerage commissions which may be payable
\nout of the consideration to be paid by such person for the assignment of this
\nLease.<\/p>\n
NOTICES:<\/p>\n
61. A. Notice shall be deemed to have been rendered or given on (a) the
\ndate delivered, if delivered by hand, (b) one (l) Business Day after the date
\nmailed if mailed from outside the Borough of Manhattan by an overnight courier,
\nor (c) three (3) Business Days after the date mailed, if mailed as hereinafter
\nprovided. Except as otherwise expressly provided in this Lease or by any legal
\nrequirement, every notice, demand, consent. approval, request or other
\ncommunication (collectively “notices”) which may be or is required to be given
\nunder this Lease or by law shall be in writing and shall be sent and addressed
\nas follows:<\/p>\n
(a) If to Tenant, then, at the option of Landlord,<\/p>\n
(i) sent by United States registered or certified mail, return
\n receipt requested, postage prepaid, addressed to Tenant’s address
\n at the Building with a copy to Olwine, Connelly, Chase, O’Donnell
\n & Weyher, 299 Park Avenue, New York, New York 10171, Attn: Leonard
\n J. Connolly, Esq. or to such other address as Tenant may designate
\n for such purpose by like notice,<\/p>\n
(ii) sent by an overnight delivery service (i.e., Federal
\n Express or DHL) to Tenant, at the Premises or at the address to
\n which a mailed notice would be sent pursuant to (i) above, or<\/p>\n
(iii) delivered by hand to Tenant, at the Premises or at the
\n address to which a mailed notice would be sent pursuant to (i)
\n above,<\/p>\n
(b) If to Landlord, sent by United States registered or certified
\nmail, return receipt requested, postage prepaid, addressed to Landlord’s
\naddress, to the attention of the Building Manager as set forth in this Lease
\nwith a copy to Richards and O’Neil, 885 Third Avenue, New York, New York
\n10022-4802, attention: Andrew L. Herz, Esq. or to such other or further address
\nor addresses as Landlord may designate for such purpose by like notice; or<\/p>\n
(c) If to any other person, sent by registered or certified mail,
\nreturn receipt requested and postage prepaid addressed to such person’s last
\nknown principal address or to such other address as such person may designate to
\nLandlord and Tenant as its address for such purpose by like notice.<\/p>\n
(d) Notices given by counsel for either party shall be deemed valid
\nnotices if addressed and sent in accordance with the provisions of this Article.<\/p>\n
25<\/p>\n
B. Notices requesting after hours services pursuant to Article 44 may
\nbe given by delivery to the Building superintendent or any other person in the
\nBuilding designated by Landlord to receive such notices.<\/p>\n
C. If there occurs any interruption of certified and registered mail
\nservice, lasting more than five (s) consecutive Business Days, notices may be
\ngiven by telegram or personal delivery, but shall not be effective until
\npersonally received by an executive officer of a party which is a corporation,
\nor a partner of a party which is a partnership. or a principal of any other
\nentity.<\/p>\n
RELOCATION OF PREMISES:<\/p>\n
62. Landlord may, at its option, elect by notice to Tenant to substitute
\nfor the Premises other office space in the Building (herein called the
\n“Substitute Premises”) designated by Landlord, provided that the Substitute
\nPremises contains at least the same usable square foot area as the Premises,
\ni.e., either on a higher floor than the Premises or is not more than three
\nfloors below the Premises and has a full floor identity similar to that of the
\nPremises. Landlord’s notice shall be accompanied by a plan of the Substitute
\nPremises, and such notice or the plan shall set forth the usable square foot
\narea of the Substitute Premises. Tenant shall occupy the area of the Substitute
\nPremises promptly (and, in any event, not later than fifteen (15) days) after
\nLandlord has substantially completed the work to be performed by Landlord in the
\nSubstitute Premises pursuant to this Lease. Tenant shall pay the same Fixed Rent
\nwith respect to the Substitute Premises as was payable with respect to the
\nPremises, without regard to the usable square foot area of the Substitute
\nPremises but the figures set forth in Section 42(A) shall be increased to
\nreflect any increase in the square foot area of the Substitute Premises over the
\nsquare foot area of the Premises as presently set forth in Section 42(A). In any
\nsuch event, this Lease (i) shall no longer apply to the Premises, except with
\nrespect to obligations which accrued on or prior to the date on which the
\nPremises were surrendered; and (ii) shall apply to the Substitute Premises as if
\nthe Substitute Premises had been the space originally demised under this Lease.
\nTenant shall proceed promptly to make any revisions to its Plans and
\nSpecifications necessitated by reason of the substitution of the Substitute
\nPremises for the Premises. Landlord shall have no liability to Tenant in the
\nevent of such substitution but Landlord shall reimburse Tenant for the lesser of
\n(i) any reasonable expenses incurred by Tenant for architects or engineers in
\nconnection with the Substitute Premises, (ii) any reasonable expenses incurred
\nby Tenant for architects or engineers in connection with the revisions to
\nTenant’s Plans necessitated by reason of the substitution of the Substitute
\nPremises for the Premises, or (iii) any reasonable expenses incurred by Tenant
\nin connection with the preparation of the Substitute Premises for Tenant’s
\noccupancy and Tenant’s move from the Premises to the Substitute Premises.<\/p>\n
MISCELLANEOUS PROVISIONS:<\/p>\n
63. A. If any of the provisions of this Lease, or the application thereof
\nto any person or circumstance, shall, to any extent, be invalid or
\nunenforceable, the remainder of this Lease, or the application of such provision
\nor provisions to persons or circumstances other than those as to whom or which
\nit is held invalid or unenforceable, shall not be affected thereby, and every
\nprovision of this Lease shall be valid and enforceable to the fullest extent
\npermitted by law.
\n 26<\/p>\n
B. With respect to each alteration, installation, addition or
\nimprovement to the Premises (“Improvements”.) Tenant shall pay to Landlord, as
\nAdditional Rent, upon demand, 10% of the cost of such improvement for indirect
\nJob costs, supervision and coordination of the work performed in connection with
\nsuch Improvement. Tenant shall furnish Landlord with satisfactory evidence that
\nany insurance required by Landlord during the performance of the Improvements is
\nin effect at or before the commencement of the Improvements and, on request, at
\nreasonable intervals thereafter. No Improvements shall involve the removal of
\nany fixtures, equipment or other property in the Premises which are not Tenant’s
\nProperty without Landlord’s prior consent and unless they shall be promptly
\nreplaced, at Tenant’s expense and free of superior title, liens, security
\ninterests and claims, with fixtures equipment or other property, as the case may
\nbe, of like utility and at least equal value, unless Landlord shall otherwise
\nconsent.<\/p>\n
C. Notwithstanding anything to the contrary contained in Article 9 of
\nthis Lease, Landlord shall not be liable for any injury to the business of
\nTenant resulting from any damage to the Premises or the Building by fire or
\nother casualty or the repair thereof, unless such damage shall be Caused by
\nLandlord’s negligent act or omission.<\/p>\n
D. Notwithstanding anything to the contrary contained in Article 22 or
\nelsewhere in this Lease, any wall-to-wall carpeting installed in the Premises
\nshall upon installation become the property of Landlord and shall remain in and
\nbe surrendered with the Premises upon the expiration or earlier termination of
\nthis Lease.<\/p>\n
E. (a) Tenant hereby indemnifies and agrees to hold Landlord harmless
\nfrom and against any loss. cost, liability, claim, damage, fine, penalty and
\nexpense (including reasonable attorneys’ fees and disbursements) resulting from
\ndelay by Tenant in surrendering the Premises upon the termination of this Lease
\nas provided in Article 22, including any claims made by any succeeding tenant or
\nprospective tenant founded upon such delay.<\/p>\n
(b) In the event Tenant remains in possession of the Premises after
\nthe termination of this Lease without the execution of a new lease, Tenant, at
\nthe option of Landlord, and with Landlord’s consent, shall be deemed to be
\noccupying the Premises as a tenant from month to month, at a monthly rental
\nequal to three times the Fixed Rent and Additional Rent payable during the last
\nmonth of the Term, subject to all of the other terms of this Lease insofar as
\nthe same are applicable to a month-to-month tenancy. If Tenant remains in
\npossession of the Premises after the termination of this Lease without the
\nexecution of a new lease, and without the Landlord’s written consent to
\ncontinued possession as a month-to-month tenant, the Tenant shall be deemed a
\nholdover tenant, and shall have no right to continued possession of the Premises
\nbeyond the term of the Lease, upon any ground whatsoever. Tenant shall be liable
\nto Landlord, during the period of the unlawful holding over, for use and
\noccupancy equal to three times the Fixed Rent and Additional Rent payable during
\nthe last month of the Term, and shall remain subject to all of the other terms
\nof this Lease insofar as the same are applicable to an occupant continuing to
\nhold over in possession of the Premises.<\/p>\n
F. The submission by Landlord to Tenant of this Lease in draft form
\nshall be deemed submitted solely for Tenant’s consideration and not for
\nacceptance and execution. Such submission shall have no binding force and
\neffect, shall not constitute an option <\/p>\n
27<\/p>\n
for the leasing of the Demised Premises, and shall not confer any rights or
\nimpose any obligations upon either party. The submission by Landlord of this
\nLease for execution and delivery thereof by Tenant to Landlord shall similarly
\nhave no binding force and effect unless and until Landlord shall have executed
\nthis Lease and a counterpart thereof shall have been delivered to Tenant. In
\nconsideration of Landlord’s administrative expense in considering this Lease and
\nthe terms of Tenant’s proposed tenancy hereunder and other good and valuable
\nconsideration, the receipt and sufficiency of which are hereby acknowledged,
\nTenant’s submission to Landlord of this Lease, duly executed by Tenant, shall
\nconstitute Tenant’s irrevocable offer for the leasing of the Demised Premises,
\nto continue for fifteen (15) days from and after receipt by Landlord or until
\nLandlord shall deliver to Tenant written notice of rejection of Tenant’s offer,
\nwhichever shall first occur.<\/p>\n
G. Landlord shall have the right to erect any gate, chain or other
\nobstruction or to close off any portion of the Real Property to the public at
\nany time to the extent necessary to prevent a dedication thereof for public use.<\/p>\n
28<\/p>\n
[GRAPHIC OMITTED]<\/p>\n
EXHIBIT B<\/p>\n
INTENTIONALLY OMITTED<\/p>\n
GENERAL CLEANING<\/p>\n
I. GENERAL OFFICE AREAS<\/p>\n
A. NIGHTLY – BUSINESS DAYS<\/p>\n
1. All hard surfaced flooring to be swept using an approved
\nchemically treated dust mop.<\/p>\n
2. Carpet sweep all carpets four (4) nights per week, moving
\nonly light furniture (desks, file cabinets, etc. not to be moved).<\/p>\n
3. Hand dust and wipe clean with chemically treated cloth all
\nfurniture, file cabinets, fixtures, window sills and convector enclosed tops.<\/p>\n
4. Empty and wipe clean all ash trays and screen all sand
\nurns.<\/p>\n
5. Dust all telephones.<\/p>\n
6. Dust all chairs, rails and trims.<\/p>\n
7. Empty all standard size office waste paper baskets.<\/p>\n
8. Wipe clean all water fountains and dust all water coolers.<\/p>\n
B. PERIODIC<\/p>\n
1. Vacuum all carpeting and rugs once per week.<\/p>\n
2. Hand dust all door louvers and other ventilating louvers
\nwithin reach once per week.<\/p>\n
3. Wipe clean all interior metal fingermarks once per week.<\/p>\n
4. Dust all baseboards once per month.<\/p>\n
5. Dust, quarterly, all picture frames, charts and all similar
\nhangings not in reach of nightly cleaning.<\/p>\n
6. Dust, quarterly, all vertical surfaces such as walls,
\npartitions, doors and other surfaces not reached in nightly cleaning.<\/p>\n
7. Dust, quarterly, exterior of lighting fixtures.<\/p>\n
8. Dust, quarterly, all venetian blinds.<\/p>\n
9. Dust twice per year all ceiling, air conditioning louvers
\nand grilles not reached in nightly cleaning.<\/p>\n
EXHIBIT D<\/p>\n
RULES AND REGULATIONS<\/p>\n
1. The sidewalks, driveways, entrances, passages, courts, lobbies,
\nesplanade areas, atrium, plazas, elevators, escalators, stairways, vestibules,
\ncorridors, halls and other public portions of the Building (“Public Areas”)
\nshall not be obstructed or encumbered by any tenant or used for any purpose
\nother than ingress and egress to and from the Premises, and no tenant shall
\npermit any of its employees, agents, licensees or invitees to congregate or
\nloiter in any of the Public Areas. No tenant shall invite to, or permit to
\nvisit, its premises persons in such numbers or under such conditions as may
\ninterfere with the use and enjoyment by others of the Public Areas. Fire exits
\nand stairways are for emergency use only, and they shall not be used for any
\nother purposes by any tenant, or the employees, agents, licensees or invitees of
\nany tenant. Landlord reserves the right to control and operate, and to restrict
\nand regulate the use of, the Public Areas and the public facilities, as well as
\nfacilities furnished for the common use of the tenants, in such manner as it
\ndeems best for the benefit of the tenants generally, including the right to
\nallocate certain elevators’ delivery service, and the right to designate which
\nBuilding entrances shall be used by persons making deliveries in the Building.
\nNo doormat of any kind whatsoever shall be placed or left in any public hall or
\noutside any entry door of the Premises.<\/p>\n
2. No awnings or other projections shall be attached to the outside walls
\nof the Building. No curtains, blinds, shades or screens shall be attached to or
\nhung in, or used in connection with, any window or door of the Premises, without
\nthe consent of Landlord. Such curtains, blinds, shades or screens must be of a
\nquality, type, design and color, and attached in the manner, approved by
\nLandlord. In order that the Building can and will maintain a uniform appearance
\nto those persons outside of the Building, each tenant occupying the perimeter
\nareas of the Building shall (a) use only building standard lighting in areas
\nwhere lighting is visible from the outside of the Building and (b) use only
\nbuilding standard blinds in window areas which are visible from the outside of
\nthe Building.<\/p>\n
3. No sign, insignia, advertisement, lettering, notice or other object
\nshall be exhibited, inscribed, painted or affixed by any tenant on any part of
\nthe outside or inside of the Premises or the Building or on corridor walls
\nwithout the prior consent of Landlord. Signs on each entrance door of the
\nPremises shall conform to building standard signs, samples of which are on
\ndisplay in Landlord’s rental office. Such signs shall, at the expense of Tenant,
\nbe inscribed, painted or affixed by signmakers approved by Landlord. In the
\nevent of the violation of the foregoing by any tenant, Landlord may remove the
\nsame without any liability, and may charge the expense incurred in such removal
\nto the tenant or tenants violating this rule. Interior signs, elevator cab
\ndesignations, if any, and lettering on doors and the Building directory shall,
\nif and when approved by Landlord, be inscribed, painted or affixed for each
\ntenant by Landlord, at the expense of such tenant, and shall be of a size, color
\nand style acceptable to Landlord. Only Tenant named in the Lease shall be
\nentitled to appear on the directory tablet. Additional names may be added in
\nLandlord’s sole discretion under such terms and conditions as the Landlord may
\napprove.<\/p>\n
4. Neither the sashes, sash doors, skylights or windows that reflect or
\nadmit light and air into the halls, passageways or other public places in the
\nBuilding nor the heating,<\/p>\n
ventilating and air conditioning vents and doors shall be covered or obstructed
\nby any tenant, nor shall any bottles parcels or other articles be placed on the
\nwindow sills or on the peripheral heating enclosures. Whenever the heating,
\nventilating or air conditioning systems are in operation, Tenant agrees to draw
\nthe shades, blinds or other window coverings, as reasonably required because of
\nthe position of the sun. Tenant shall have no right to remove or change shades,
\nblinds or other window coverings within the Premises without Landlord Landlord’s
\nconsent. Tenant acknowledges that although the windows are not hermetically
\nsealed Tenant is not permitted to open such windows.<\/p>\n
5. No showcases or other articles shall be put by Tenant in front of or
\naffixed to any part of the exterior of the Building, nor placed in the Public
\nAreas.<\/p>\n
6. No acids, vapors or other harmful materials shall be discharged, or
\npermitted to be discharged, into the waste lines, vents or flues of the
\nBuilding. The water and wash closets and other plumbing fixtures shall not be
\nused for any purposes other than those for which they were designed and
\nconstructed, and no sweepings, rubbish, rags, acids or other foreign substances
\nshall be thrown or deposited therein. Nothing shall be swept or thrown into the
\nPublic Areas or other areas of the Building, or into or upon any heating or
\nventilating vents or registers or plumbing apparatus in the Building, or upon
\nadjoining buildings or land or the street. The cost of repairing any damage
\nresulting from any misuse of such fixtures, vents, registers and apparatus and
\nthe cost of repairing any damage to the Building, or to any facilities of the
\nBuilding, or to any adjoining building or property, caused by any tenant, or the
\nemployees, agents, licensees or invitees of such tenant, shall be paid by such
\ntenant. Any cuspidors or similar containers or receptacles shall be emptied,
\ncared for and cleaned by and at the expense of such tenant.<\/p>\n
7. No tenant shall mark, paint, drill into, or in any way deface, any part
\nof the Premises of the Building. No boring, cutting or stringing of wires shall
\nbe permitted, except with the prior written consent of, and as directed by,
\nLandlord. No telephone, telegraph or other wires or instruments shall be
\nintroduced into the Building by any tenant except in a manner approved by
\nLandlord. No tenant shall lay linoleum, or other similar floor covering, so that
\nthe same shall come in direct contact with the floor of its premises, and, if
\nlinoleum or other similar floor covering is desired to be used, an interlining
\nof builder’s deadening felt shall be first affixed to the floor, by a paste or
\nother material, soluble in water, the use of cement or other similar adhesive
\nmaterial being expressly prohibited.<\/p>\n
8. No bicycles, vehicles, animals (except seeing eye dogs), fish or birds
\nof any kind shall be brought into, or kept in or about, the Premises.<\/p>\n
9. No noise, including, but not limited to music, the playing of musical
\ninstruments, recordings, radio or television, which, in the judgment of
\nLandlord, might disturb other tenants in the Building, shall be made or
\npermitted by any tenant. Nothing shall be done or permitted by any tenant which
\nwould impair or interfere with the use or enjoyment by any other tenant of any
\nother space in the Building.<\/p>\n
10. Nothing shall be done or permitted in the Premises, and nothing shall
\nbe brought into, or kept in or about the Premises, which would impair or
\ninterfere with any of the <\/p>\n
2<\/p>\n
Building Equipment or the services of the Building or the proper and economic
\nheating, ventilating, air conditioning, cleaning or other services of the
\nBuilding or the Premises, nor shall there be installed by any tenant any
\nventilating, air conditioning, electrical or other equipment of any kind which,
\nin the judgment of Landlord, might cause any such impairment or interference. No
\ntenant, nor the employees, agents, licensees or invitees of any tenant, shall at
\nany time bring or keep upon its premises any inflammable, combustible or
\nexplosive fluid, chemical or substance.<\/p>\n
11. No additional locks or bolts of any kind shall be placed upon any of
\nthe doors or windows by any tenant, nor shall any changes be made in locks or
\nthe mechanism thereof. Duplicate keys for the Premises and toilet rooms shall be
\nprocured only from Landlord, and Landlord may make a reasonable charge therefor.
\nEach tenant shall, upon the expiration or sooner termination of the Lease of
\nwhich these Rules and Regulations are a part, turn over to Landlord all keys to
\nstores, offices and toilet rooms, either furnished to, or otherwise procured by,
\nsuch tenant, and in the event of the loss of any keys furnished by Landlord,
\nsuch tenant shall pay to Landlord the cost of replacement locks. Notwithstanding
\nthe foregoing, Tenant may, with Landlord’s prior consent, install a security
\nsystem in the Premises which uses master codes or cards instead of keys provided
\nthat Tenant shall provide Landlord with the master code or card for such system.<\/p>\n
12. All removals, or the carrying in or out of any safes, freight,
\nfurniture, packages, boxes, crates or any other object or matter of any
\ndescription shall take place only during such hours and in such elevators as
\nLandlord may from time to time determine, which may involve overtime work for
\nLandlord’s employees. Tenant shall reimburse Landlord for extra cost. incurred
\nby Landlord including but not limited to the cost of such overtime work.
\nLandlord reserves the right to inspect all objects and matter to be brought into
\nthe Building and to exclude from the Building all objects and matter which
\nviolate any of these Rules and Regulations or the Lease of which these Rules and
\nRegulations are a part. Landlord may require any person leaving the Building
\nwith any package or other object or matter to submit a pass, listing such
\npackage or object or matter, from the tenant from whose premises the package or
\nobject or matter is being removed, but the establishment or enforcement of such
\nrequirement shall not impose any responsibility on Landlord for the protection
\nof any tenant against the removal of property from the premises of such tenant.
\nLandlord shall in no way be liable to any tenant for damages or loss arising
\nfrom the admission, exclusion or rejection of any person to or from the Premises
\nor the Building under the provisions of Rule 12 or of Rule 15 hereof.<\/p>\n
13. No tenant shall use or occupy, or permit any portion of its premises to
\nbe used or occupied, as an office for a public stenographer or public typist, or
\nfor the possession, storage, manufacture or sale of narcotics or dope or as a
\nbarber, beauty or manicure shop, telephone or telegraph agency, telephone or
\nsecretarial service, messenger service, travel or tourist agency, retail,
\nwholesale or discount shop for sale of merchandise, retail service shop, labor
\nunion, classroom, company engaged in the business of renting office or desk
\nspace, or for a public finance (personal loan) business, or as a hiring
\nemployment agency, or as a stock brokerage board room. No tenant shall engage or
\npay any employee in its premises, except those actually working for such tenant
\non its premises, nor advertise for laborers giving an address at the Building.
\nNo tenant shall use its premises or any part thereof, or permit the Premises or
\nany part thereof to be used, as a restaurant, shop, booth or other stand, or for
\nthe conduct of any <\/p>\n
3<\/p>\n
business or occupation which predominantly involves direct patronage of the
\ngeneral public, or for manufacturing, or for the sale at retail or auction of
\nmerchandise, goods or property of any kind.<\/p>\n
14. Landlord shall have the right to prohibit any advertising or
\nidentifying sign by any tenant which, in the judgment of Landlord, tends to
\nimpair the appearance or reputation of the Building or the desirability of the
\nBuilding as a building for offices, and upon written notice from Landlord such
\ntenant shall refrain from and discontinue such advertising or identifying sign.<\/p>\n
15. Landlord reserves the right to exclude from the Building all employees
\nof any tenant who do not present a pass to the Building signed by such tenant.
\nLandlord or its agent will furnish passes to persons for whom any tenant
\nrequests same in writing Landlord reserves the right to require all other
\npersons entering the Building to sign a register, to be announced to the tenant
\nsuch person is visiting, and to be accepted as a visitor by such tenant or to be
\notherwise properly identified (and, if not so accepted or identified, reserves
\nthe right to exclude such persons from the Building) and to require persons
\nleaving the Building to sign a register or to surrender a pass given to such
\nperson by the tenant visited. Each tenant shall be responsible for all persons
\nfor whom it requests any such pass or any person whom such tenant so accepts,
\nand such tenant shall be liable to Landlord for all acts or omissions of such
\npersons. Any person whose presence in the Building at any time shall, in the
\njudgment of Landlord, be prejudicial to the safety, character, security,
\nreputation or interests of the Building or the tenants of the Building may be
\ndenied access to the Building or may be ejected from the Building. In the event
\nof invasion riot, public excitement or other commotion, Landlord may prevent all
\naccess to the Building during the continuance of the same by closing the doors
\nor otherwise, for the safety of tenants and the protection of property in the
\nBuilding.<\/p>\n
16. Unless Landlord shall otherwise request each tenant, before closing and
\nleaving its premises at any time, shall see that all lights are turned out. All
\nentrance doors in the Premises shall be kept locked by each tenant when its
\npremises are not in use. Entrance doors shall not be left open at any time.<\/p>\n
17. Each tenant shall, at the expense of such tenant, provide light, power
\nand water for the employees of Landlord, and the agents, contractors and
\nemployees of Landlord, while doing janitor service or other cleaning in the
\npremises demised to such tenant and while making repairs or alterations in its
\npremises.<\/p>\n
18. The premises shall not be used for lodging or sleeping or for any
\nimmoral or illegal purpose.<\/p>\n
19. The requirements of tenants will be attended to only upon application
\nat the office of the Building. Employees of Landlord shall not perform any work
\nor do anything outside of their regular duties, unless under special
\ninstructions from Landlord.<\/p>\n
20. Canvassing, soliciting and peddling in the Building are prohibited and
\neach tenant shall cooperate to prevent the same.<\/p>\n
4<\/p>\n
21. The employees, agents, licensees and invitees of any tenant shall not
\nloiter around the Public Areas or the front, roof or any part of the Building
\nused in common by other occupants of the Building.<\/p>\n
22. There shall not be used in any space, or in the Public Areas, either by
\nany tenant or by others, in the moving or delivery or receipt of safes, freight,
\nfurniture, packages, boxes, crates, paper, office material or any other matter
\nor thing, any hand trucks except those equipped with rubber tires side guards
\nand such other safeguards as Landlord shall require. No hand trucks shall be
\nused in passenger elevators.<\/p>\n
23. No tenant shall cause or permit any odors of cooking or other
\nprocesses, or any unusual or objectionable odors, to emanate from its premises
\nwhich would annoy other tenants or create & public or private nuisance. No
\ncooking shall be done in the Premises except as is expressly permitted in the
\nLease of which these Rules and Regulations are a part.<\/p>\n
24. All paneling, doors, trim or other wood products not considered
\nfurniture shall be of fire-retardant materials. Before installation of any such
\nmaterials, certification of the materials’ fire-retardant characteristics shall
\nbe submitted to and approved by Landlord, and installed in a manner approved by
\nLandlord.<\/p>\n
25. Whenever any tenant shall submit to Landlord any plan, agreement or
\nother document for the consent or approval of Landlord, such tenant shall pay to
\nLandlord, on demand, a processing fee in the amount of the reasonable fees for
\nthe review thereof, including the services of any architect, engineer or
\nattorney employed by Landlord to review such plan, agreement or document.<\/p>\n
26. Landlord reserves the right to rescind, alter, waive or add, as to one
\nor more or all tenants, any rule or regulation at any time prescribed for the
\nBuilding when, in the judgment of Landlord, Landlord deems it necessary or
\ndesirable for the reputation, safety, character, security, care, appearance or
\ninterests of the Building, or the preservation of good order therein, or the
\noperation or maintenance of the Building, or the equipment thereof, or the
\ncomfort of tenants or others in the Building. No rescission, alteration, waiver
\nor addition of any rule or regulation in respect of one tenant shall operate as
\na rescission, alteration or waiver in respect of any other tenant.<\/p>\n
5<\/p>\n
EXHIBIT E<\/p>\n
TENANT ESTOPPEL CERTIFICATE AND AGREEMENT
\n (PREMISES, 220 EAST 42nd STREET, NEW YORK CITY)<\/p>\n
THIS IS TO CERTIFY THAT:<\/p>\n
1. The undersigned is the lessee (the “Tenant”) under that certain lease
\n(the Lease ) dated as specified in 6(a) below, by and between Two Twenty East
\nLimited Partnership, as Lessor (the Landlord’), and the undersigned or the
\nperson specified in 6(b) below, as Lessee, covering those certain premises
\ncommonly known and designated as the floors or portions thereof specified in
\n6(c) below (the “Premises”), at No. 220 East 42nd Street, in the Borough of
\nManhattan, City, County and State of New York.<\/p>\n
2. The Lease (i) constitutes the entire agreement between the undersigned
\nand the Landlord with respect to the Premises, (ii) has not been modified,
\nchanged, altered or amended in any respect (except as indicated in 6(g) below)
\nand (iii) is the only Lease between the undersigned and the Landlord affecting
\nthe Premises.<\/p>\n
3. The undersigned has accepted and now occupies the entire premises
\ncovered by the Lease, and all improvements required by the terms of the Lease to
\nbe made by the Landlord have been completed to the satisfaction of the
\nundersigned.<\/p>\n
4. (i) No party to the Lease is in default, (ii) the Lease is in full force
\nand effect, (iii) full rental is accruing thereunder and (iv) as of the date
\nhereof the undersigned has no charge, lien or claim of off-set (and no claim for
\nany credit or deduction) under the Lease or otherwise, against rents or other
\ncharges due or to become due thereunder or on account of any prepayment of rent
\nmore than 30 days in advance of its due date.<\/p>\n
5. Since the date of the Lease, to the best knowledge of the undersigned,
\nthere has been no material adverse change in the financial condition of the
\nundersigned, and there are no actions, whether voluntary or otherwise, pending
\nagainst the undersigned under the bankruptcy, reorganization, arrangement,
\nmoratorium or similar laws of the United States, any state thereof or any other
\njurisdiction.<\/p>\n
6. (a) The date of the Lease is __________, 19___.<\/p>\n
(b) The original Lessee of the Lease, if different from the undersigned,
\nwas __________.<\/p>\n
(c) The premises covered by the Lease are __________.<\/p>\n
(d) The term of the Lease began (or is scheduled to begin) on __________,
\n19___.<\/p>\n
(e) The fixed rent for Premises has been paid to and including __________,
\n198___.<\/p>\n
(f) The fixed rent being paid pursuant to the Lease is at the annual rate
\nof $__________. Such fixed annual rent, together with additional rent payable
\npursuant to the Lease for the current year, results in an aggregate annual rent
\nof $__________.<\/p>\n
(g) The following are exceptions to the statements in 2(ii):<\/p>\n
Dated:
\n —————————— ————————————
\n By:
\n ————————————
\n (Title: )
\n ——————————-<\/p>\n
(Signed on __________, 198___)<\/p>\n
2<\/p>\n
AGREEMENT MODIFYING LEASE I<\/p>\n
AGREEMENT, made as of this 26th day of November, 1990 between TWO TWENTY
\nEAST LIMITED PARTNERSHIP, an Illinois limited partnership having an address c\/o
\nLaSalle Partners, 220 East 42nd Street, New York, New York 10017 (“Landlord”),
\nand MINET INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE BROKERS, INC., a New
\nJersey corporation, having an address at 220 East 42nd Street, New York, New
\nYork 10017 (“Tenant”).<\/p>\n
W I T N E S S E T H<\/p>\n
WHEREAS, Landlord and Tenant entered into a lease agreement dated as of
\nJanuary 27, 1989 (the Lease ) covering the entire twenty-first (21st) floor (the
\n“Premises”) in the building located at 220 East 42nd Street, New York, New York
\n10017 (the “Building”), as more particularly described in the Lease; and<\/p>\n
WHEREAS, Tenant desires to hire and take additional space consisting of the
\nentire twenty-fourth (24th) floor of the Building, as shown on the floor plan
\nannexed hereto and made a part hereof as Exhibit A (the “Additional Space”), and
\nto extend the term of the Lease, and Landlord is agreeable thereto on the terms
\nand conditions hereinafter set forth;<\/p>\n
NOW, THEREFORE, in consideration of the foregoing and of the mutual
\ncovenants set forth below, Landlord and Tenant hereby agree as follows:<\/p>\n
1. Unless otherwise defined herein, all capitalized terms used herein shall
\nhave the meanings ascribed to them in the Lease<\/p>\n
2. Effective as of the date (the “Effective Date”) which shall occur ten
\n(10) days after the date on which Landlord gives notice to Tenant that the
\nAdditional Space is “available for occupancy”, as defined below, the Lease shall
\nbe amended as follows:<\/p>\n
(a) the Additional Space shall be added to and thereafter included in
\n the Premises;<\/p>\n
(b) the Fixed Rent payable by Tenant for the Additional Space
\n (including any portion thereof payable for electric current) shall be
\n $446,035 for the period commencing on the day immediately following the
\n seventh monthly anniversary of the Effective Date (the “Additional Space
\n Rent Commencement Date”) and ending on June 30, 1994; and shall be
\n $476,172.50 for the period beginning on July 1, 1994 and ending on the
\n Expiration Date;<\/p>\n
(c) commencing on the Additional Space Rent Commencement Date, the
\n amount set forth in Section 46B of the Lease shall be increased to $73,422;
\n and<\/p>\n
(d) Tenant shall pay all items of Additional Rent provided for in the
\n Lease, including but not limited to Tenant Tenant’s Tax Payment and
\n Tenant’s Operating Payment, with respect to the Additional Space for the
\n period from the Additional Space Rent Commencement Date through the
\n Expiration Date. Tenant shall pay all such items as provided in the Lease,
\n except that, for purposes of computing the Additional Rent with respect to
\n the Additional Space on or after the Effective Date:<\/p>\n
(i) “Premises Area” as set forth in Section 42A(a) of the Lease
\n shall be deemed to be 12,055 square feet;<\/p>\n
(ii) “Tenant’s Proportionate Share” as set forth in Section
\n 42A(b) of the Lease shall be deemed to be 1.1039%;<\/p>\n
(iii) “Base Tax Factor as set forth in Section 42A(d) shall mean
\n the Taxes for the 1990\/1991 Tax Year;<\/p>\n
(iv) “Landlord’s Base Year. as set forth . Section 42A(g) shall
\n mean the fiscal year July 1, 1990 to June 30, 1991; and<\/p>\n
(v) The third sentence of Section 42A(k) shall be deleted and
\n the following shall be substituted therefor:<\/p>\n
“Such regular average hourly wage rate shall also be
\n inclusive of one-half of the monetary value or cost of
\n all payments or benefits of every nature and kind
\n (including those required to be paid by the employer
\n directly to taxing authorities or other because of the
\n employment), including social security, unemployment and
\n other similar taxes, and vacation pay, absent fund,
\n birthdays, jury duty, medical checkup, relief time and
\n other paid time-off, incentive pay, sick pay, accident,
\n health and welfare insurance programs, pension plans,
\n public liability insurance, guaranteed payment plans, and
\n supplemental unemployment benefit programs of a similar
\n or dissimilar nature, irrespective of whether they may be
\n required by any Legal Requirement or otherwise.”<\/p>\n
All other terms applicable to such items of Additional Rent shall be
\n deemed to and all shall remain as set in the Lease.<\/p>\n
3. With respect to the Additional Space only, the amount of $25,000 set
\nforth in the first sentence of Section 63B of the Lease shall be decreased to
\n$3,000.<\/p>\n
4. Except as otherwise set forth herein, from and after the Effective Date,
\nthe term “Premises,” “premises” or “demised premises” as used in the Lease shall
\nbe deemed to include the Additional Space, and the Additional space shall be
\nadded to and form a part of the Premises with the same force and effect as if
\noriginally demised under the Lease.<\/p>\n
2<\/p>\n
5. A. Landlord shall reimburse Tenant in accordance with this Section 5 for
\nTenant hard construction costs, architect fees, general contractor\/construction
\nmanager fees and general conditions for initial Improvements to the Additional
\nSpace up to an aggregate amount of $421,925 (“Landlord’s Contribution.).<\/p>\n
B. Provided Tenant is not then in default of any of its obligations under
\nthe Lease, Landlord shall reimburse Tenant for Landlord’s Contribution in the
\nfollowing manner: (i) the reimbursement amount(s) requested by Tenant at any
\ntime shall be divided by the total amount(s) of the hard construction costs,
\narchitect fees and general contractor\/construction manager fees and general
\nconditions for the initial Improvements as reelected in all bids accepted by
\nTenant for the Premises plus such amounts as Landlord reasonably estimates will
\nbe the cost of the initial Improvements for which bids have not been accepted,
\nthen (ii) the aggregate amount for which Landlord is obligated reimburse Tenant
\nshall be multiplied by the amount computed in Section 5B(i), and the resulting
\namount, up to the aggregate amount of Landlord’s Contribution, shall be payable
\nto Tenant.<\/p>\n
C. Landlord shall pay such reimbursement amounts to Tenant by check within
\ntwenty (20) days after Tenant shall have given, and Landlord shall have
\nreceived, Tenant’s request therefor accompanied by invoices marked paid or other
\nproof of payment satisfactory to Landlord, together with copies of fully
\nexecuted and acknowledged valid lien waivers from all involved contractors,
\nsubcontractors and materialmen for all construction costs and expenses incurred
\nby Tenant, including amounts for which Tenant is requesting reimbursement.<\/p>\n
6. Tenant shall be responsible for compliance with all applicable laws and
\nregulations (including without limitation Local Law 5 of The City of New York),
\naffecting the Additional Space and any Improvements, initial or otherwise, made
\ntherein, and Tenant shall make such improvements as may be necessary to effect
\nsuch compliance at Tenant’s sole cost and expense. Landlord represents that it
\nhas no knowledge of any Local Law 5 requirements which must be satisfied with
\nrespect to the Additional Space. Landlord also represents that, as of the date
\nhereof, the Building standpipes for the existing Building sprinkler systems are
\npresently located on the 24th floor of the Building and are in working order.<\/p>\n
7. A. Prior to the Effective Date, Landlord shall. at its sole cost and
\nexpense, perform the alterations and improvements set forth in Exhibit B
\nattached hereto and made a part hereof (“Landlord’s Work”) . Landlord shall not
\nbe require I to incur additional costs or employ overtime labor in connection
\ntherewith<\/p>\n
B. For the purposes of Section 2 hereof, the Additional Space shall be
\nconclusively deemed “available for occupancy”. as soon as Landlord’s Work shall
\nbe substantially completed. Landlord’s Work shall be deemed substantially
\ncompleted notwithstanding the fact that (i) minor or insubstantial details of
\nconstruction, mechanical adjustment or decoration shall remain to be performed
\nor (ii) portions of Landlord’s Work shall not have been completed because, under
\ngood construction scheduling practice, such work should be done after still
\nincompleted finishing or other work to be done by or on behalf of Tenant is
\ncompleted.<\/p>\n
3<\/p>\n
C. Tenant shall accept possession of the Additional Space in its “as is”
\ncondition, subject only to the completion by Landlord of Landlord’s Work.
\nLandlord shall be under no obligation to make any changes, improvements, or
\nalterations to the Additional Space other than Landlord’s Work. The taking of
\noccupancy of the whole or part of the Additional Space by Tenant shall be
\nconclusive evidence as against Tenant that Tenant shall have accepted possession
\nof the Additional Space and that the Additional Space shall be in good and
\nsatisfactory condition at the time such occupancy shall be so taken.<\/p>\n
D. If, during the completion of Landlord’s Work it is determined that
\nasbestos in the Additional Space must be removed or abated due to the nature of
\nLandlord’s Work, then Landlord shall remove or abate such asbestos at Landlord’s
\nsole cost and expense.<\/p>\n
8. If Landlord shall be unable to give possession of the Additional Space
\non the Effective Date for any reason whatsoever, Landlord shall not be subjected
\nto any liability for the failure to give possession on said date. No such
\nfailure to give possession on such specific date shall affect the validity of
\nthe Lease or this Agreement or the obligations of Tenant hereunder or be deemed
\nto extend the term of the Lease or this Agreement, but the rent reserved and
\ncovenanted to be paid hereunder with respect to the Additional Space shall be
\nabated and shall not commence until possession of the Additional Space shall be
\ngiven or the Additional Space shall be available for occupancy by Tenant, except
\nthat if such failure to give possession shall have been caused by any act or
\nomission on the part of Tenant, there shall be no abatement of rent. The parties
\nagree that this paragraph constitutes an express provision as to the time at
\nwhich Landlord shall deliver possession of the Additional Space to Tenant, and
\nTenant hereby waives the rights to rescind this Agreement which Tenant might
\notherwise have pursuant to Section 223-a of the Real Property Law of the State
\nof New York or any other law of like import now or hereinafter in force.<\/p>\n
9. Tenant may request at any time prior to the fifth anniversary of the
\ndate hereof that Landlord arrange to have one of the elevators which presently
\nservices the 24th floor of the Building service the 21st floor of the Building.
\nIn such case, Landlord shall obtain all necessary permits and approvals with
\nrespect thereto, and, subject to Legal Requirements and to such other reasonable
\nrequirements as Landlord may reasonably impose, Landlord shall perform any
\nconstruction and mechanical work that may be required to provide such elevator
\nservice to the 21st floor; Landlord shall not be required, however, to perform
\nany finishing work in connection therewith. Tenant shall be responsible for, and
\nshall remit to Landlord promptly upon Landlord’s request, one half of Landlord
\nLandlord’s out-of-pocket expenses incurred in connection therewith.<\/p>\n
10. Notwithstanding anything in the Lease to the contrary, Landlord shall
\nendeavor to have the present mortgagee of the Building provide a non-disturbance
\nagreement with respect to the Premises in favor of Tenant within sixty (60) days
\nafter the date hereof, and Landlord shall endeavor to obtain such agreement from
\nany future mortgagee of the Building. Notwithstanding the foregoing, Landlord
\nshall not be obligated to incur any expense or liability in connection
\ntherewith, other than those expenses which are reasonably related to the initial
\npreparation by Landlord of each such agreement.<\/p>\n
4<\/p>\n
11. Notwithstanding anything in the Lease to the contrary, from and after
\nthe Effective Date, Tenant shall be entitled to a reasonable number of listings
\non the Building directory located in the lobby of the Building. In no event,
\nhowever, shall such number be less than Tenant’s Proportionate Share of such
\nlistings. Any deletions, additions or changes to such listings shall be made by
\nLandlord within a reasonable period of time after Tenant’s request at Tenant’s
\nsole cost and expense.<\/p>\n
12. A. The term of the Lease is hereby extended upon and subject to the
\nsame terms, covenants and conditions as in the Lease, except as otherwise set
\nforth herein, for a period (the “Extended Term”) commencing on July 1, 1999 (the
\n“Extended Term Commencement Date”) and ending on September 30, 2000 (the
\n“Extended Term Expiration Date”), unless the term of the Lease shall sooner
\nterminate pursuant to the provisions of the Lease or by law.<\/p>\n
B. The Fixed Rent for the Premises together with the Additional Space
\n(including any portion thereof payable for electric current) shall be increased
\nto the rate of $966,723 per annum for the period from the Extended Term
\nCommencement Date through the Extended Term Expiration Date, and shall otherwise
\nbe payable in accordance with the provisions of the Lease.<\/p>\n
13. A. Provided that Tenant shall not then be in default of its obligations
\nunder the Lease beyond any applicable grace periods, and subject to the rights
\nof tenants under existing leases to renew or extend the terms of existing leases
\nwith respect to all or part of the 22nd floor of the Building, Landlord shall
\nnotify Tenant if any portion of the 22nd floor becomes available for lease
\nduring the term of the Lease by delivering to Tenant, at or prior to the date of
\nsuch availability, a notice (the “Availability Notice-) thereof.<\/p>\n
B. If Tenant so elects to lease such space (the “Expansion Space”) Tenant
\nshall give written notice (“Tenant’s Notice”) to Landlord of such election
\nwithin ten (10) days of receipt of the Availability Notice. <\/p>\n
C. If Tenant shall elect to lease (the “Expansion Space”). the Fixed
\nRent (excluding any payment for electricity) therefor shall be payable at the
\nrate at which Landlord is then offering comparable space to third parties in
\nthe Building.<\/p>\n
D. Tenant Tenant’s failure to duly and timely exercise said option, for any
\nreason whatsoever, shall be deemed a waiver of all of Tenant’s rights to lease
\nthe Expansion Space pursuant this Section 13. Tenant shall thereafter have no
\nfurther right to lease such Expansion Space and Landlord shall have the right to
\nlease the same (alone or in conjunction with other space) to any other
\nprospective tenant or tenants for any length of time, and such space shall no
\nlonger be subject to the provisions of this Section 13.<\/p>\n
E. Time shall be of the essence with respect to the exercise by Tenant of
\nits option set forth in this Section 13.<\/p>\n
F. If Tenant shall elect under this Section to lease any Expansion Space,
\nas set forth in this Section 13, then, provided that Tenant is not in default
\nunder any of the terms of the Lease at the time of such exercise or on such date
\nas vacant possession thereof <\/p>\n
5<\/p>\n
becomes available (the `Expansion Space Commencement Date ), the Lease shall
\nbe deemed amended, effective as of the Expansion Space Commencement Date, as
\nfollows:<\/p>\n
(a) the Expansion Space shall be added to and form a part of the
\nPremises with the same force and effect as if originally demised under the
\nLease, and the term “Premises” as used in the Lease shall include the Expansion
\nSpace;<\/p>\n
(b) the Expansion Space shall be delivered to Tenant in its
\ncondition “as is” but “broom clean. on the Expansion Space Commencement Date,
\nand Landlord shall not be obligated to perform any work therein to prepare the
\nsame for occupancy;<\/p>\n
(c) the term “Tenant’s Proportionate Share” as such term is
\ndefined in the Lease, shall be increased by a percentage which reflects the
\nrentable square footage of the Expansion Space;<\/p>\n
(d) the electricity payments made by Tenant pursuant to the
\nLease shall be increased by an amount which is the product of the number of
\nrentable square feet in the Expansion Space and the per-square-foot electricity
\ncharge which Tenant is then obligated to pay under the Lease for the Premises;
\nand<\/p>\n
(e) Additional Rent payable by Tenant under the Lease shall be
\npayable for the Expansion Space during the then remaining Term without any
\nchange of the provisions of the Lease relating to Additional Rent, except as
\nspecifically provided in this Section 13.<\/p>\n
G. Landlord and Tenant shall, on or prior to the Expansion Space
\nCommencement Date, execute an agreement amending the Lease to include the
\nExpansion Space, which shall reflect the Fixed Rent payable therefor and the
\nterms of Section 13F.<\/p>\n
H. (a) If Landlord is unable to give possession of the Expansion Space on
\nthe Expansion Space Commencement Date because of the holding over or retention
\nof possession of any tenant, undertenant or occupant or by reason of any Legal
\nRequirement, Landlord shall have no liability to Tenant therefor and the
\nvalidity of the Lease shall not be impaired under such circumstances, nor shall
\nthe same be construed in any way to extend the Term, but the rent payable for
\nthe Expansion Space shall be abated (provided Tenant is not responsible for the
\ninability to obtain possession) until Landlord shall have given Tenant notice
\nthat Landlord is able to deliver possession of the Expansion Space to Tenant.
\nThe provisions of this subsection 13H are intended to constitute an express
\nprovision to the contrary. within the meaning of Section 223-a of the New York
\nReal Property Law.<\/p>\n
(b) It Tenant shall effectively exercise its right to lease the
\nExpansion Space as set forth in this Section 13, and permission is given to
\nTenant to enter into possession of the Expansion Space prior to the Expansion
\nSpace Commencement Date, Tenant covenants and agrees that such occupancy shall
\nbe deemed to be under all of the terms of the Lease, including the obligation to
\npay rent.<\/p>\n
I. The termination, cancellation or surrender of the Lease shall terminate
\nany rights of Tenant pursuant to this Section 13.<\/p>\n
6<\/p>\n
14. All of the provisions of the Lease as modified hereby shall be and
\nremain in full force and effect throughout the remainder of the Term.<\/p>\n
15. Tenant represents that it dealt with no broker or brokers other than
\nLaSalle Partners in the negotiation of this Agreement. Tenant hereby indemnifies
\nLandlord and agrees to hold Landlord harmless from and against any loss, cost,
\ndamage, expense, claim or liability arising out of any inaccuracy or alleged
\ninaccuracy of the above representation including court costs and attorney’s
\nfees. The provisions of this Section shall survive the expiration or sooner
\ntermination of this Agreement.<\/p>\n
16. Except as expressly modified hereby, the parties hereto affirm that the
\nLease is in full force and effect, and each party hereto represents to the other
\nthat all obligations of such other party under the Lease as of this date have
\nbeen fully performed and complied with by such other party. By entering into
\nthis Agreement, Landlord does not and shall not be deemed either (i) to waive or
\nforgive any default, rent arrears or other condition with respect to the Lease
\nor the use of the Premises, whether or not in existence or known to Landlord at
\nthe date hereof, or (ii) to consent to any matter as to which Landlord
\nLandlord’s consent is required under the terms of the Lease, except such as may
\nheretofore have been waived in writing or consented to in writing, by Landlord.<\/p>\n
17. This Agreement may not be orally changed or terminated nor any of its
\nprovisions waived, unless by an agreement in writing signed by the party against
\nwhom enforcement of any change, termination or waiver is sought.<\/p>\n
18. This Agreement shall he binding upon, and inure to the benefit of the
\nparties hereto, their respective legal representatives, successors and assigns.<\/p>\n
19. Tenant represents and warrants that the execution of this Agreement by
\nTenant is duly authorized and binding on Tenant. Landlord represents and
\nwarrants that the execution of this Agreement by Landlord is duly authorized and
\nbinding on Landlord.<\/p>\n
20. Tenant acknowledges that this Agreement shall not be binding on
\nLandlord until Landlord shall have executed this Agreement and a counterpart
\nthereof shall have been delivered to Tenant.<\/p>\n
21. In the event that, subsequent to the construction of the elevator
\npursuant to Section 11 hereof, Landlord elects to substitute for the Premises
\nother office space in the Building pursuant to Article 62 of the Lease, Landlord
\nshall reimburse Tenant for Tenant’s share of the cost to construct such
\nelevator.<\/p>\n
7<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this
\nAgreement as of the day and year first above written.<\/p>\n
TWO TWENTY EAST LIMITED PARTNERSHIP<\/p>\n
By: LaSalle Partners, Agent<\/p>\n
By:LaSalle Partners Incorporated General
\n Partner<\/p>\n
By: \/s\/ Barbara Winter
\n ——————————
\n Name: Barbara Winter
\n Title: Vice President<\/p>\n
MINET INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE
\n BROKERS, INC.<\/p>\n
By: \/s\/ Hubert F. Babinski
\n ——————————
\n Name: Hubert F. Babinski
\n Title: Director of Operations<\/p>\n
Sworn to before me this
\n26th day of November 1990<\/p>\n
\/s\/ Michael D. Dangelo
\n——————————
\nMichael D. Dangelo
\nNotary Public<\/p>\n
8<\/p>\n
EXHIBIT A<\/p>\n
[GRAPHIC OMITTED]<\/p>\n
EXHIBIT B<\/p>\n
Landlord’s work<\/p>\n
1. Remove existing alterations and improvements installed in the
\n Additional Space by prior tenants.<\/p>\n
2. Remove existing internal staircase between 24th and 25th floors.<\/p>\n
3. Seal up the opening previously created in the ceiling of the 24th
\n floor in connection with the construction of said staircase.<\/p>\n
4. Repair damage to that portion of the 24th floor which is located
\n beneath said staircase and which is caused by the construction or
\n removal of said staircase.<\/p>\n
AGREEMENT MODIFYING LEASE II<\/p>\n
AGREEMENT, made as of this 18th day of June, 1991, between TWO TWENTY EAST
\nLIMITED PARTNERSHIP, an Illinois limited partnership, having an address c\/o
\nLaSalle Partners, 220 East 42nd Street, New York, New York 10017 (“Landlord”),
\nand MINET INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE BROKERS, INC., a New
\nJersey corporation, having an address at 220 East 42nd Street, New York, New
\nYork 10017 (“Tenant”)..<\/p>\n
W I T N E S S E T H:<\/p>\n
WHEREAS, Landlord and Tenant entered into a lease agreement dated as of
\nJanuary 27, 1989 (the “Lease”), is amended by an Agreement Modifying Lease I
\ndated as of November 26, 1990 (the First Amendment ), covering the entire
\ntwenty-first (21st) and twenty-fourth (24th) floors (the Premises.) in the
\nbuilding (the Building.) located at 220 East 42nd Street, New York, New York
\n10017 (the Original Lease and the First Amendment, collectively, the Lease ), as
\nmore particularly described in the Lease; and<\/p>\n
WHEREAS, Tenant desires to provide supplemental air conditioning to the
\ntwenty-fourth floor portion of the Premises using the five (5) ton air
\nconditioning unit (the “A\/C Unit”) located in the fan room (the “Fan Room”) on
\nthe twenty-fifth floor of the Building;<\/p>\n
WHEREAS, as the use of the A\/C Unit will exceed the capacity of the
\nexisting wiring installations to the Premises, Tenant desires to install
\nfeeders, conduits, wires or similar facilities to be used in connection with the
\nA\/C Unit (the “Electrical Equipment”) in the Fan Room in an area to be
\ndesignated by Landlord (the Fan Room Licensed Area ) and in the switchboard room
\n(the “Switchboard Room”) located on the twenty-fifth (25th) floor of the
\nBuilding in an area to be designated by Landlord (the Switchboard Room Licensed
\nArea ) (the Fan Room Licensed Area and the Switchboard Room Licensed Area,
\ncollectively, defined as the “Licensed Areas”); and<\/p>\n
WHEREAS, Landlord is agreeable to the foregoing on the terms, covenants and
\nconditions. hereinafter set forth;<\/p>\n
NOW, THEREFORE, in consideration of the foregoing and of the mutual
\ncovenants set forth below, Landlord and Tenant hereby agree as follows:<\/p>\n
1. Unless otherwise defined herein, all capitalized terms used herein shall
\nhave tie meanings ascribed to them in the Lease.<\/p>\n
2. From and after the date hereof (the Effective Date”) to and including
\nthe Expiration Date of the Lease, Landlord hereby grants to Tenant, and Tenant
\naccepts from Landlord, subject to and in accordance with all applicable terms of
\nthe Lease, an exclusive license (the “License”) to the use of the A\/C Unit and
\nto install, secure, maintain, replace and operate, at Tenant’s sole cost and
\nexpense, the Electrical Equipment in the Licensed Areas in order to supply up to
\none hundred (100) amperes of electrical current to be used in connection with
\nthe A\/C Unit, provided, however, that the locations of such Electrical Equipment
\nand the manner of their installation, maintenance and replacement will not
\ninterfere with Landlord’s use <\/p>\n
or operation of the Building, the common areas of the Building or premises
\nleased to, or available for lease to, other tenants.<\/p>\n
3. Tenant shall accept the A\/C Unit on the Effective Date in its then “as
\nis” condition. Landlord makes no representations with respect to its condition,
\nand Tenant acknowledges that the A\/C Unit may require repairs and replacements,
\nincluding without limitation replacement of the blower presently installed
\ntherein. Landlord shall, at Tenant’s sole cost and expense, make all such
\nrepairs and replacements, and thereafter shall maintain and operate the A\/C Unit
\nthroughout the remainder of the Term also at Tenant Tenant’s sole cost and
\nexpense, and Tenant shall be responsible for, and she request, all costs and
\nexpenses incurred by connection therewith as Additional Rent.<\/p>\n
4. Tenant shall install, maintain, replace, operate and use the Electrical
\nEquipment in the Licensed Areas at Tenant’s sole risk, and Tenant acknowledges
\nthat Landlord shall not be obligated to provide any security for the Licensed
\nAreas. Upon reasonable prior notice to Landlord, and then only if accompanied by
\nan employee or agent of Landlord, Tenant shall be permitted reasonable access,
\nat Tenant’s sole cost, risk and liability, to the Licensed Areas to perform any
\ninstallation, maintenance, repair, replacement or service to the Electrical
\nEquipment. Whenever such access is permitted, Tenant shall reimburse Landlord
\nfor any cost or expense incurred by Landlord in connection with permitting such
\naccess. Such access, except in the case of an emergency, shall be permitted only
\nduring the hours from 9:00 A.M. to 6:00 P.M. on Business Days. Whenever Tenant
\nis afforded access to the Licensed Areas, Tenant shall properly safeguard
\npersons and property therein. Tenant shall not store any materials whatsoever in
\nthe Licensed Areas, and Tenant shall be responsible for cleaning and removing
\nany materials left in the Licensed Areas by Tenant or Tenant’s invitees.<\/p>\n
5. In consideration for the granting by Landlord of the License, Tenant
\nshall pay to Landlord upon the execution and delivery hereof the sum of $5,000
\nby check subject to collection, drawn on a bank which is a member of The New
\nYork Clearing House Association.<\/p>\n
6. Commencing on the Effective Date the amount payable per annum as set
\nforth in Section 46B of the Original Lease, as modified by the First Amendment,
\nshall be $91,504.50.<\/p>\n
7. The A\/C Unit and Electrical Equipment (collectively, the `Equipment-)
\nshall be used solely and exclusively for purposes internal to Tenant Tenant’s
\nbusiness conducted at the Premises and for no other purpose. The Equipment shall
\nnot be used for the direct production of revenue by Tenant or by, or for the
\nbenefit of, any other person or entity.<\/p>\n
8. The location, method of installation, appearance, safety and operation
\nof the Equipment shall, at all times, (i) be subject to Licensor’s approval,
\n(ii) conform with all present and future laws, orders, regulations and legal
\nrequirements of all federal, state and municipal governments, and the New York
\nBoard of Fire Underwriters or any similar body asserting Jurisdiction thereover
\n(collectively, “Legal Requirements”), (iii) conform with all insurance
\nrequirements of the Lease, and (iv) conform with all other applicable provisions
\nof the Lease. Landlord’s approval shall not mean or imply that the Equipment or
\nits location, method of installation, appearance, safety or operation complies
\nwith any Legal Requirement, and, <\/p>\n
notwithstanding anything in this Agreement to the contrary, Landlord shall be
\nunder no duty to permit the Equipment to be installed or operated if such
\ninstallation or operation is prohibited by any Legal Requirement or interferes
\nwith the operation of the Building.<\/p>\n
9. At Landlord’s expense, Landlord shall have the right, at any time and
\nfrom time to time during the Term, upon ten (10) days’ prior notice to Tenant
\nexcept in the event of emergency, to relocate the A\/C Unit to another area on
\nthe 25th floor of the Building and\/or the Electrical Equipment to another area
\nin the Switchboard Room, provided that no such relocations will materially
\ninterfere with the operation of the A\/C Unit or the Electrical Equipment, as the
\ncase may be, after such relocations shall be completed. Landlord shall use
\nreasonable efforts, without being required to employ overtime labor or to incur
\nany extraordinary costs, to minimize any interruption in the use of the A\/C Unit
\nor the Electrical Equipment, as the case may be, during any period of
\nrelocation, and Landlord shall not be liable for any such interruption.<\/p>\n
10. Tenant shall not alter, move or locate the A\/C Unit or the Electrical
\nEquipment or any other property whatsoever in the Fan Room or Switchboard Room
\nwithout Landlord’s prior written approval.<\/p>\n
13. Tenant shall not assign or transfer the License hereby granted, nor
\nshall Tenant permit or suffer any other person or entity to use the A\/C Unit or
\nall or any part of the Licensed Areas.<\/p>\n
14. Notwithstanding anything in the Lease to the contrary, in the event of
\na default or breach by Landlord under this Agreement, Tenant’s sole and
\nexclusive remedy shall be to terminate this Agreement.<\/p>\n
15. If Landlord is unable to give possession of the Licensed Areas on the
\ndate set forth herein for any reason, Landlord shall not be subject to any
\nliability for failure to give possession on said date, and the validity of this
\nAgreement shall not be impaired under such circumstances, nor shall the same be
\nconstrued in any way to extend the Term. If, for any reason, Section 223-a of
\nthe Real Property Law shall be deemed applicable hereto, the parties agree that
\nthis Article is intended to be “an express provision to the contrary”. for
\npurposes of that statute.<\/p>\n
16. All of the provisions of the Lease as modified hereby shall be and
\nremain in full force and effect throughout the remainder of the Term.<\/p>\n
17. Tenant represents that it dealt with no broker or brokers other than
\nLaSalle Partners in the negotiation of this Agreement. Tenant hereby indemnifies
\nLandlord and agrees to hold Landlord harmless from and against any loss, cost,
\ndamage, expense, claim or liability arising out of any inaccuracy or alleged
\ninaccuracy of the above representation including court costs and attorney’s
\nfees. The provisions of this Section shall survive the expiration or sooner
\ntermination of this Agreement.<\/p>\n
18. Except as expressly modified hereby, the parties hereto affirm that the
\nLease is in full force and effect, and each party hereto represents to the other
\nthat all obligations of such other party under the Lease as of this date have
\nbeen fully performed and complied with by such other party. By entering into
\nthis Agreement, Landlord does not and shall not be <\/p>\n
deemed either (i) to waive or forgive any default, rent arrears or other
\ncondition with respect to the Lease or the use of the Premises, whether or not
\nin existence or known to Landlord at the date hereof, or (ii) to consent to any
\nmatter as to which Landlord’s consent is required under the terms of the Lease,
\nexcept such as may heretofore have been waived in writing or consented to in
\nwriting, by Landlord.<\/p>\n
19. This Agreement may not be orally changed or terminated, nor any of its
\nprovisions waived, unless by an agreement in writing signed by the party against
\nwhom enforcement of any change, termination or waiver is sought.<\/p>\n
20. This Agreement shall be binding upon, and inure to the benefit of the
\nparties hereto, their respective legal representatives, successors and assigns.<\/p>\n
21. Tenant represents and warrants that the execution of this Agreement by
\nTenant is duly authorized and binding on’ Tenant.<\/p>\n
22. Tenant acknowledges that this Agreement shall not be binding on
\nLandlord until Landlord shall have executed this Agreement and a counterpart
\nthereof shall have been delivered to Tenant.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
\nthe day and year first above written.<\/p>\n
TWO TWENTY EAST LIMITED PARTNERSHIP<\/p>\n
By: LaSalle Partners, Agent<\/p>\n
By:LaSalle Partners Incorporated General
\n Partner<\/p>\n
By: \/s\/ Barbara Winter
\n ——————————
\n Name: Barbara Winter
\n Title: Vice President<\/p>\n
MINET INTERNATIONAL PROFESSIONAL INDEMNITY INSURANCE
\n BROKERS, INC.<\/p>\n
By: \/s\/ Maureen J. Dangelo
\n ——————————————
\n Name: Maureen J. Dangelo
\n Title: Director of Administration<\/p>\n
EXHIBIT A-1<\/p>\n
[GRAPHIC OMITTED]<\/p>\n
[GRAPHIC OMITTED]<\/p>\n
EHIXIBIT B<\/p>\n
GENERAL INTERNET
\nINVENTORY OF EXISTING MINET FURNITURE
\nAT 220 EAST 42ND STREET<\/p>\n
\n\n QTY CODE DESCRIPTION
\n —– —– ————
\n
\n COMPLETE WORK STATIONS:<\/p>\n 10 OPEN PLAN WORK STATIONS INCLUDING PANELS, WORK SURFACES,
\n FILES AND PEDESTALS TO REMAIN AS IS (CHAIRS COUNTED
\n SEPARATELY)<\/p>\n
CHAIRS:
\n 28 DC DESK CHAIRS
\n 15 VC VISITOR CHAIRS
\n 22 CC CONFERENCE CHAIRS
\n 3 LC LOUNGE CHAIRS
\n 1 SO2 2 SEATER SOFA (LOVESEAT)
\n 8 STC STACKING CHAIRS (LUNCHROOM)
\n DESKS, TABLE DESKS, RETURNS, ETC.
\n DPO DOUBLE PEDESTAL DESK:
\n 2 80″ X 30″
\n SPR SINGLE PEDESTAL DESK (RIGHT PED):
\n 1 72″ X 36″
\n – 46″ X 30″
\n CZ CREDENZA:
\n 3 90″ X 30″
\n 1 88″ X 20″
\n 1 68″ X 21″
\n 1 NO SIZE
\n TBL TABLE:
\n 1 72″ X 36″
\n 20 72″ X 30″
\n 1 72″ X 27″ (FOLDING)
\n 1 72″ X 23″
\n 8 60″ X 30″
\n 1 60″ X 25″
\n 7 48″ X 25″
\n – 38″ DIAM. ROUND
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
\n\n <\/p>\n 1 30″ X 23″
\n 5 JOIN 23″ X 23″ QUARTER ROUND JOINER (USED X\/ 60X30 & 48X23
\n TBLS ABOVE)
\n ATN RETURN:
\n 11 48″ X 19″ (UP TO 6″ OR 8″ OF THE 48″ DIM. SLIDES UNDER TABLE)
\n 48″ X 30″ (W\/ ATT. PEDESTAL)
\n 1 46″ X 24″
\n 1
\n 14 PED MOBILE PEDESTAL NORMALLY BOX\/BOX\/FILE
\n WALL UNITS:
\n 6 10′ CONSISTING OF 2 80″ X 30″ WORK SURFARCES, 2 80″
\n BINDER BINS AND 2 TACK BOARDS ON
\n WALL STANDARDS
\n 1 5 ` CONSISTING OF 2 30″ BINDER BINS AND 2 TACK BOARDS
\n ON WALL STANDARDS
\n FILES:
\n 13 2LF30 2 DWR LATERAL 30″ W
\n 1 2LF98 2 DWR LATERAL 38″ W (HIGH SWRS FOR COPUTER PRINTOUTS)
\n 1 2LF42 2 DWR LATERAL 42″ W
\n 9 3LF30 3 DWR LATERAL 30″ W
\n 3 3LF38 3 DWR LATERAL 36″ W
\n 1 4LF36 4 DWR LATERAL 38″ W
\n 11 5LF38 5 DWR LATERAL 36″ W
\n 1 5LF42 5 DWR LATERAL 42″ W
\n 14 UNITS OF ROLLING FILES (STOR\/WAL) IN 2 LOCATIONS
\n MISCELLANEOUS:
\n TBL TABLE
\n 1 120″ X 42″ CONFERENCE TABLE (RACETRACK)
\n 1 96″ X 42″ CONFERENCE TABLE (RACETRACK)
\n 1 32″ X 24″ SPIDER BASE
\n 3 30″ X 30″ LUNCH ROOM STYLE
\n 1 MAIL SORTER 82.8″ X 18′” X 27.5″
\n 4 PNLS DIVIDER PANLS – 2 42″ W PANELS AND 2 12″ W PANELS IN
\n THE CONFIGURATION OF 87″ LONG
\n 1 58CSE BOOKCASE 36″ X 12″ X 72″<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9603,9579],"class_list":["post-41972","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41972","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41972"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41972"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41972"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41972"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}