**Exhibit 10.4**

 

**AGREEMENTOF LEASE**, made as of this 25th day of October,2005, by and between Garden Spires Associates LP, with offices at c/o AlmaRealty Co., 28-18 31st Street, Astoria, NY 11102, (hereinafter referred to as “Landlord”), and American Medical Alert Corporation, with offices at 3265 LawsonBoulevard, Oceanside, New York 11572, (hereinafter referred to as “Tenant”).

 

**WITNESSETH**:Landlord and Tenant hereby covenant and agree as follows:

 

SPACE

 

1.                                       Landlordhereby leases to Tenant and Tenant hereby leases from Landlord approximately5,000 square feet on the third (3’d) floor (“Demised Premises”) in the buildingknown as 36-36 33rd Street, Long Island City, New York (hereinafter referred toas the “Building”) (see floor plan of the Demised Premises annexed hereto asexhibit “A”). In addition to occupying the Demised Premises, Tenant shall havethe right to use in common with other tenants in the Building, all common areasand public portions thereof.

 

TERM

 

2.                                       Theterm of this lease shall commence on September 1, 2005 (the “CommencementDate”) and terminate on March 31, 2018 (“Term Expiration Date”).

 

RENT

 

3.                                       (A)                              Thebasic annual rent or fixed minimum rent commencing on the “Rent CommencementDate”, as hereinafter defined, is as follows:

 
| **LEASE YEAR** | ** ** | **ANNUAL RENT** | ** ** | **MONTHLY RENT** | ** ** |
|----------------|------------|-----------------|------------|------------------|------------|
| 1              |       | $               | 115,000.00 |             | $          | 9,583.33 |   |
| 2              |       | $               | 120,000.00 |             | $          | 10,000.00 |   |
| 3              |       | $               | 125,000.00 |             | $          | 10,416.67 |   |
| 4              |       | $               | 130,000.00 |             | $          | 10,833.33 |   |
| 5              |       | $               | 133,900.00 |             | $          | 11,158.33 |   |
| 6              |       | $               | 137,917.00 |             | $          | 11,493.08 |   |
| 7              |       | $               | 142,054.51 |             | $          | 11,837.88 |   |
| 8              |       | $               | 146,316.15 |             | $          | 12,193.01 |   |
| 9              |       | $               | 150,705.64 |             | $          | 12,558.80 |   |
| 10             |       | $               | 155,226.81 |             | $          | 12,935.57 |   |
| 11             |       | $               | 159,883.61 |             | $          | 13,323.64 |   |
| 12             |       | $               | 164,680.12 |             | $          | 13,723.34 |   |
| 13             |       | $               | 169,620.52 |             | $          | 14,135.04 |   |

 

(B)                                Duringthe term of this Lease, the basic annual rental shall be payable in equalmonthly installments in advance on the first day of each calendar month duringthe term of this lease at the office of the Landlord. Tenant shall pay the rentas above stated and as hereinafter provided, without any set off or deductionwhatsoever. In any case in which the basic annual rent or additional rent, ashereinafter defined, is not paid within ten (10) days of notice

 

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that it was notpaid upon the day when same is due, Tenant shall pay a late charge equal to 4cents for each dollar so due. In the event the basic annual rent or additionalrent is not paid within thirty (30) days of when same is due, Tenant shall alsopay interest thereon at the lease interest rate. The term “Lease Interest Rate”shall mean interest at the rate of twelve (12%) percent per annum provided suchrate does not violate the usury laws of New York State. If such rate violatessuch usury laws, then it shall be 1/2% below the maximum permissible rate.

 

(C)                                Notwithstandingthe term commencement date of September 1, 2005 and subparagraph (B) herein,it is understood and agreed that Tenant shall commence paying the basic annualrent (except that Tenant shall pay the first monthly installment upon thesigning of this Lease), thirty (30) days after Landlord delivers possession ofthe premises to Tenant with the initial work to be performed by Landlordhereunder (see 7 (B) herein) having been substantially completed (the “RentCommencement Date”). Promptly following the determination of the Rent CommencementDate, Landlord and Tenant shall execute an agreement setting forth the RentCommencement Date and the rent schedule (based on subparagraph (A) herein),commencing on the Rent Commencement Date and expiring on March 31, 2018,the Term Expiration Date. In the event the Rent Commencement Date begins on thefirst day of a month, the First Lease Year (see subparagraph (A) herein)shall end on the first anniversary of the last day of the preceding month. Ifthe Rent Commencement Date begins on a date other than the first day of amonth, the Tenant shall pay a pro rata portion of the rent from such datethrough and including the last day of such month and the First Lease Year shallend on the first anniversary of the first day of the preceding month. Eachsucceeding Lease Year shall end on the anniversary date of the previous LeaseYear, except that in no event shall the term of this lease extend beyond March 31,2018, the Term Expiration Date .

 

(D)                               Theterm “substantially completed” shall mean (i) completion of the initialwork (as shown at Schedule B herein) but for minor insubstantial detailsof construction and mechanical adjustments (i.e. so-called “punch list” items).In the event substantial completion is achieved on a date other than the firstday of the month, the Tenant shall pay a pro rata portion of the rent from suchdate through and including the last day of such month. Landlord shall use itsbest efforts to deliver to Tenant the Demised Premises with the initial worksubstantially completed by no later than March 30, 2006 (“Delivery Date”).In the event Landlord fails to deliver the Demised Premises to Tenant with theinitial work substantially completed by the Delivery Date (unless Landlord’sfailure to so deliver same was a result of Tenant’s acts and/or that of it’sagents and/or employees, specifically including Tenant’s failure to deliver toLandlord it’s architectural and engineering plans and drawings by January 1,2006, as per paragraph “7(B)” herein), then, for each one day of Landlord’sdelay, Tenant shall be entitled to one day of “free rent” commencing with theRent Commencement Date. Notwithstanding anything herein to the contrary,Landlord must deliver to Tenant the Demised Premises with the initial worksubstantially completed by no later than June 30, 2006 “Time Being of theEssence” (“Outside Delivery Date”). In the event Landlord fails to deliver theDemised Premises to Tenant with the initial work substantially completed by theOutside Delivery Date (unless, as noted above, it was a result of Tenant’s actsand/or that of it’s agents and/or employees), then Tenant may cancel thislease, and in such event, Landlord shall reimburse Tenant, within thirty daysfollowing Tenant’s election to cancel the Lease, $110,000.00 representing theliquidated damages of Tenant for expenses actually incurred by Tenant includingfixture, furnishing and equipment, professional services for the space,including architectural, expediters, engineering, contractors, reasonable

 

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legal fees, andany payments made by Tenant to Landlord. Tenant shall exercise such right tocancel by giving written notice thereof to Landlord within ten (10) daysfrom the Outside Delivery Date, “Time Being of the Essence”, unless the partiesagree in writing to extend such time period. It is understood and agreed thatthe Delivery Date and the Outside Delivery Date and any rights based thereonshall be adjusted and/or modified on a day for day basis as a result of delays,if any, caused by Tenant’s acts and/or that of it’s agents and/or employees.(As and for an example, if Tenant’s acts and/or that of it’s ants and/oremployees cause three days of delay, the Delivery Date all be modified to read April 3,2006 and the Outside Delivery Date shall be modified to read July 3, 2006).Landlord shall promptly give notice to Tenant of any Tenant acts and/or that ofit’s agents and/or employees that are causing or will cause a delay in deliveryof the Demised Premises by the Delivery Date and/or Outside Delivery Date.

 

(E)                                 Tenantcovenants and agrees that all fixed minimum rent and additional rent due andpayable by Tenant under this Lease are unconditional obligations on the part ofTenant, and shall be paid to Landlord whenever the same shall be due andpayable without setoff or deduction of any kind.

 

(F)                                 Tenantfurther covenants and agrees that Tenant shall not be entitled to any abatementof fixed minimum rent or additional rent payable under this lease, ordiminution of same in any summary dispossess, non-payment of rent or holdoverproceedings, by reason of any breach by Landlord of any covenants contained inthis lease on Landlord’s part to be performed. In any such summary dispossess,non-payment of rent or holdover proceeding, Tenant may not assert acounterclaim, nor have the right of set-off by way of damages or recoupment byreason of Landlord’s failure to perform any of the terms, covenants orconditions contained in this lease on Landlord’s part to be performed, but Tenantshall be relegated to an independent action for damages, and such independentaction shall not at any time be joined or consolidated with any summarydispossess, non-payment of rent or holdover proceeding.

 

SECURITY

 

4.                                       (A)                              Tenantshall deposit with Landlord upon execution of this Lease the sum of $19,166.66(two times the monthly rent) as and for Security for the faithful performanceand observance by Tenant of Tenant’s obligations under this lease.

 

(B)                                Tenantshall be entitled to interest on its security deposit at the rate of 2.5% perannum.

 

(C)                                Tenantagrees that in the event Tenant defaults in respect of any of the terms,provisions and conditions of this lease, including, but not limited to, thepayment of fixed minimum rent and additional rent, Landlord may use, apply orretain the whole or any part of the Security deposited and interest earnedthereon, if any, to the extent required for the payment of any fixed minimumrent and additional rent, or for any sum which Landlord has expended by reasonof Tenant’s default in respect of any of the terms, covenants and conditions ofthis Lease, including, but not limited to, any damages or deficiency in thereletting of the premises, whether such damage or deficiency accrued before, onor after summary proceedings or other re-entry by Landlord, with interestthereon from the date of expenditure of loss, as the case may be.

 

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(D)                               Inthe event that Tenant shall fully and faithfully comply with all of the terms,provisions, covenants and conditions of this lease, the Security, or so muchthereof as shall then remain on deposit with Landlord, shall be returned toTenant within ten business days after the date fixed as the end of this leaseand after delivery of entire possession of the Demised Premises to Landlord inaccordance with the provisions of this lease.

 

(E)                                 Inthe event of a sale of the Demised Premises, Landlord shall have the right totransfer the Security to the vendee or lessee and Landlord, provided suchvendee or lessee assumes the obligations of Landlord under this Lease and, uponmaking such transfer and confirming in writing to Tenant that Landlord has doneso and who such vendee or lessee is and what his, her or its address is,thereupon shall be deemed released by Tenant from all liability for the returnof the Security and Tenant agrees to look solely to the new landlord for thereturn of the Security.

 

(F)                                 Tenantfurther agrees that it will neither assign or encumber, nor attempt to assignor encumber, the monies deposited hereunder as Security and that neitherLandlord nor its successors or assigns shall be bound by any such assignment,encumbrance, attempted assignment or attempted encumbrance.

 

(G)                                Tenantfurther agrees that if for any reason (including the reason that Landlord haselected to use, apply or retain the whole or any part of the Security pursuantto this Article), the Security at any time remaining on deposit with Landlordshall be less than two times the amount of the then monthly rent, Tenant, uponwritten demand and by no later than ten days thereafter, shall deposit withLandlord cash in an amount sufficient to increase the then Security to the thenrequired amount of Security.

 

USE

 

5.                                       TheTenant shall use and occupy the Demised Premises only for a call center,administrative and office uses, in connection with the Tenant’s business andthat of its affiliates, and for no other purpose.

 

SERVICES

 

6.                                       (A)                              Landlordwill provide base board heat to the Demised Premises, during business hours of8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to 1:00 p.m.on Saturdays, excluding all legal holidays. Landlord shall install a sub-meterto measure Tenant’s actual consumption of electricity for ordinary office usewithin the Demised Premises. Ordinary office use shall include but not belimited to lighting, operation of office equipment, typewriters, wordprocessors, personal computers, telephones, facsimile machines, and photocopymachine. Ordinary office use, for purposes herein, shall not include the HVACsystem. Tenant shall pay for it’s actual consumption as measured by saidsub-meter for ordinary office use (based on the actual cost from the utilitycompany without any premium charged by Landlord). Landlord represents that thereexists one forty (40) ton HVAC unit exclusively servicing the Demised Premisesand the space currently leased to Park West Executive Service (suite 308 withinthe Building). Tenant and the adjacent tenant shall have separate VAV (VariableAir Volume) system such that they shall each be in control of the air flow associatedwith such HVAC system.

 

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With respect toelectric current for said HVAC system, Landlord shall install a meter tomeasure actual consumption thereof and Tenant shall pay 38% of the bill asmeasured thereby (based on the actual cost from the utility company without anypremium charged by Landlord) (“Tenant’s HVAC Share”). Tenant’s HVAC Share shallmean the fraction, the denominator of which is the net rentable area, in squarefeet, of the portion of the Building which is being serviced by the HVAC unitreferred to above and the numerator of which is the Demised Premises’s netrentable area in square feet which is equal to 5,000 square feet. Landlordrepresents that the net rentable area for that portion of the Building servicedby the above-referenced HVAC unit is 13,000 square feet. The Tenant’s HVACShare is subject to change based upon any change in the square footage of thenet rentable area of that portion of the Building serviced by theabove-referenced HVAC unit and/or the Demised Premises. Tenant will also pay it’sproportionate share (“Tenant’s Proportionate Share”) of the gas bill for theBuilding (inclusive of the Demised Premises) for gas actually used inconnection with the heating of the Building. Tenant’s proportionate share, asreferred to herein and elsewhere in this lease, shall be 2.85%. The Tenant’sproportionate share is subject to change based upon any change in the squarefootage of the net rentable area of the Building and/or the Demised Premises.Tenant’s Proportionate Share shall mean the fraction, the denominator of whichis the net rentable area of the Building in square feet and the numerator ofwhich is the Demised Premises’s net rentable area in square feet which is equalto 5,000 square feet. Landlord represents that the net rentable area for thebuilding as of the date of this lease is 175,000 square feet. The above sumsshall be paid within ten (10) days following the billing thereof byLandlord. Landlord will furnish copies of all such bills to Tenant promptlyupon receipt thereof.

 

(B)                                Landlordwill provide cleaning services of and to the public or common areas of theBuilding, which will be performed by Landlord at its sole cost and expense,between the hours of 5:00 p.m. and 6:00 a.m. on Monday throughFriday, legal holidays excepted. Cleaning of Demised Premises shall beperformed by Tenant at Tenants cost and expense. Trash will be delivered to aspace designated by Landlord. At Tenant’s option, Landlord shall providecleaning services of and to the Demised Premises between the hours of 5:00 p.m.and 6:00 a.m. on Monday through Friday, legal holidays excepted, at a costof One ($1.00) Dollar per sq. ft. annually, payable on a monthly basis, asadditional rent, during such period in which such services are rendered.

 

(C)                                Landlordwill furnish elevator service to the Demised Premises twenty four hours a day,seven days a week.

 

(D)                               Landlordwill furnish adequate hot and cold tempered water for lavatory and drinkingpurposes twenty four hours a day, seven days a week.

 

(E)                                 Duringhours other than those aforementioned and provided Landlord consents to same,any services heretofore enumerated will be provided as overtime services, to bebilled at overtime rates at the sole cost and expense of Tenant requestingsame.

 

LANDLORD’S REPAIRS AND INITIAL WORK

 

7.                                       (A)                              Landlordwill make all the repairs to and provide the maintenance for the public areasof the Building; the roof and structure thereof; and to the building-widesystems

 

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inclusive of theplumbing, electrical, HVAC and mechanical systems servicing the DemisedPremises, except for such repairs and maintenance to or with respect to same asmay be necessitated by reason of the negligence, improper care or use of suchpremises and facilities by Tenant, its agents, employees, licensees orinvitees, in which event repairs shall be made by Landlord at Tenant’s expense.There shall be no allowance to Tenant for a diminution of rental value and noliability on the part of Landlord by reason of inconvenience, annoyance orinjury to business arising from Landlord making any repairs, alterations,additions or improvements in or to any portion of the Building or to theDemised Premises, or in or to the fixtures, appurtenances or equipment thereof,except if due to Landlord’s willful acts or that of its agents, contractors oremployees and provided the Landlord’s acts do not materially interfere withTenant’s ingress/egress from the Demised Premises. Landlord shall performmaintenance and other work to be performed by Landlord using reasonable effortsto minimize interference with Tenant’s business.

 

(B)                                Landlordagrees to prepare and complete the demised premises on a “build to suit” basis,at its sole cost and expense. The build-out shall comply with Tenant’s designs,to be approved by Landlord. Landlord’s work shall consist of that set forth at Schedule ”B”herein. No other initial work shall be required to be performed by Landlord. Inlieu of Landlord performing the ceiling, lighting and carpeting work to theDemised Premises, at Tenant’s election, Tenant shall be granted a one timecredit of fifty (.50) cents per square foot of ceiling tiles, fifty ($50.00)dollars per lighting fixture and five ($5.00) dollars per yard of carpet whichone time credit shall be applied against the first monthly rent due and owingfollowing Tenant’s election. Notwithstanding anything herein to the contrary,Tenant must deliver to Landlord it’s preliminary architectural and engineeringplans and drawings (which shall be subject only to minor modifications byTenant) by no later than January 1, 2006 “Time Being of the Essence”. Inthe event Tenant fails to timely deliver such plans/drawing, then Tenant shallpay to Landlord for each and every day of delay beyond said date of January 1,2006, in addition to any other sums due under this Lease, the sum of $320.00/day.  This sum shall be due and payable byTenant to Landlord simultaneously with Tenant’s delivery of the plans/drawingsto Landlord, whenever same shall occur. Any modifications required by theLandlord to the preliminary plans after Landlord’s review of the preliminaryplans submitted by Tenant shall not cause the Tenant to incur the $320.00/daypenalty; it being understood that Tenant’s liability for such penalty withrespect to the preliminary plans shall cease upon timely delivery of same toLandlord.

 

TENANT’S REPAIRS

 

8.                                       Tenantshall take good care of the interior of the Demised Premises and perform anyand all maintenance and repairs, as needed therein, except if (i) therepair is required as a result of Landlord’s negligence or (ii) its workfor which the Landlord is obligated to perform under 7(A) above. Landlordmay, after fifteen (15) days notice to Tenant, perform said repairs, at theexpense of Tenant, if Tenant fails to do so. In the case of an emergency, nonotice shall be required.

 

PARKING

 

9.                                       Landlordshall provide Tenant with five (5) parking spaces, as designated byLandlord, in the parking facility on-site at no cost or expense to Tenant. Inthe event such

 

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parking isunavailable to Tenant at the Commencement Date, Landlord will furnish, at nocost and expense to Tenant, valet parking to Tenant’s employees, directly infront of or adjacent to the Building.

 

DIRECTORY

 

10.                                 Landlord,in its discretion as to size, location and appearance, will furnish in thelobby of the Building a directory which will contain a Tenant List. Tenantshall have the right to install its own directory in the lobby of each floor ofthe Building in which Tenant occupies space, but must first obtain Landlord’sprior written consent, not to be unreasonably withheld.

 

11.                                 IntentionallyOmitted.

 

INSURANCE

 

12.                                 (A)                              Tenant,at its expense, shall maintain at all times during the term of this Lease,public liability insurance with respect to the Demised Premises and the conductor operation of its business therein, naming Landlord as an additional insured,and with limits of $1,000,000 for property damage and not less than $2,000,000for bodily injury or death to any number of persons in any one occurrence.

 

(B)                                Tenantshall promptly deliver to Landlord a Certificate of Insurance for such fullypaid for policies prior to occupancy, and Tenant shall deliver to Landlord suchCertificate of Insurance for a renewal policy at least thirty (30) days beforethe expiration of any existing policy. All such policies shall be issued bycompanies licensed to do business in the State of New York with an “A” Bestrating and all such policies shall contain a provision whereby the same cannotbe canceled or materially modified unless Landlord is given at least twenty(20) days prior written notice of such cancellation or modification, including,without limitation, any cancellation resulting from the non-payment ofpremiums.

 

(C)                                Tenantshall maintain insurance coverage in an amount adequate to cover the cost ofreplacement of all of Tenant’s personal property, fixtures, furnishings, andequipment.

 

REAL ESTATE TAX ESCALATION

 

13.                                 (A)                              Forpurposes of this Article, the following definitions shall apply:

 

1)                                      Theterm “Tax Year” shall mean the fiscal year, July 1 to June 30 (orsuch other fiscal year as hereafter may be duly adopted by the taxingauthorities for real estate tax purposes).

 

2)                                      Theterm “Escalation Year” shall mean any Tax Year during the term of this Leasecommencing with Tax Year commencing July 1, 2005.

 

3)                                      Theterm “Base Tax Year” shall mean the July 1, 2005 to June 30, 2006 TaxYear.

 

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4)                                      Theterm “Base Taxes” shall mean the Taxes computed by the taxing jurisdiction forthe Base Tax Year.

 

5)                                      Theterm “Taxes” shall be deemed to include all real estate taxes assessed upon orwith respect to the tax lot upon which the Building is situated and imposed bythe taxing authorities. If, due to any change in the method of taxation, othertaxes are imposed or substituted for, or levied against Landlord or any ownerof the Building or the real property, in lieu of any real estate taxes upon orwith respect to the real property now being assessed, such tax shall beincluded in the term Taxes for the purposes of this Article, except taxes suchas franchise, income, or revenue tax on Landlord’s rental income receipts.

 

(B)                                IfTaxes payable in any Escalation Year shall be in such amount as shallconstitute an increase above Base Taxes, Tenant shall pay Tenant’sProportionate Share of such increase. Increases in Taxes, payable by reason ofreductions in Landlord’s tax abatement shall be deemed tax increases subject toprovision of this Escalation Clause unless such reduction is the direct resultof landlord’s intentional or negligent acts.

 

(C)                                Ifthe sum of the installments of Taxes payable by Landlord in any Escalation Yearexceeds the Landlord’s Base Taxes for the Base Tax Year, the annual rentalreserved hereunder for such Escalation Year shall be increased by Tenant’sProportionate Share of the amount of such excess and shall be payable duringsuch Escalation Year in monthly amounts equal to 1/12th of the amount of suchincrease (as reasonably estimated by Landlord if not finally determinable onthe first day of such Tax Year, subject to later adjustment).

 

(D)                               Ifa final determination shall be rendered reducing the assessed valuation of theland and/or Building for the Landlord’s Base Tax Year, the assessed valuationas so reduced shall, for all purposes be the assessed valuation used incomputing the Landlord’s Base Taxes under section (4) ofsub-paragraph (A) above. If said determination is rendered subsequent tothe submission by Landlord to Tenant of any statements referred to insub-paragraph (E) below, Landlord shall submit revised statements toTenant based upon the reduced assessed valuation and Tenant shall, withinthirty (30) days after submission of said revised statements, pay Landlord anyadditional rent due by reason of such recomputations which computation shall beadequately set forth in the said revised statements.

 

(E)                                 Landlordshall from time to time during the term of this Lease, after the respectiveamounts of Taxes for the periods in question become ascertainable, submit toTenant statements setting forth the computation of any increase or decrease inrental. Landlord’s failure to submit a statement or statements pursuant to thissub-paragraph or sub-paragraph (D) above shall not constitute a waiver ofany rent increases payable by Tenant under this paragraph provided, however,that such additional rental shall only become due and payable following Tenant’sreceipt of such statement from Landlord. Landlord may submit its statements (orestimates thereof) separately and at different times, but the payment ofadditional rent shall nevertheless be made in the manner and within the timelimits herein above set forth with respect to each statement so submitted.

 

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(F)                                 Ifthe term of this Lease expires on a day other than the last day of the TaxYear, rental increases pursuant to subparagraph (C) above shall bepro-rated as of said expiration date.

 

(G)                                Inthe event of a taking, pursuant to the power of eminent domain, of a portion ofthe Building under such circumstances as shall not result in a termination ofthis Lease, then from and after the date of such taking (i) the Base TaxAmount shall be deemed reduced in proportion to the reduction in the number ofsquare feet of rentable space in the Building resulting from such taking, and (ii) Tenant’sProportionate Share shall be adjusted so as to be equal to a fraction of whichthe denominator is the reduced number of square feet of rentable space in thebuilding and the numerator is the number of square feet of space leased to Tenantfollowing such taking.

 

(H)                               Theprovisions of this paragraph shall survive the expiration or termination ofthis Lease until a final adjustment has been made for the Tax Year in which theExpiration Date occurs.

 

(I)                                    Thestatements of the adjustment to be furnished by Landlord as provided insub-paragraph (E) shall be based on data submitted by Landlord to a firmof Certified Public Accountants (who may be the firm now or then currentlyemployed by Landlord for the audit of its accounts). In the accountant’sopinion based on the date submitted, such statements shall present fairly theescalation adjustment for the periods represented thereby.

 

(J)                                   Anydelay or failure of Landlord, beyond January of any year, in computing thebilling for the rent adjustments herein above provided, shall not constitute awaiver of or in any way impair the continuing obligation of Tenant to pay suchrent adjustments hereunder upon Tenant’s receipt of such statements.

 

(K)                               Notwithstandingany expiration or termination of this Lease prior to the Lease expiration date(except in the case of a cancellation by mutual agreement, termination uponcasualty or condemnation) Tenant’s obligation to pay rent as adjusted underthis Article shall continue and shall cover all periods up to the Leaseexpiration date, and shall survive an expiration or termination of this Leaseuntil such amounts previously accruing have been paid.

 

(L)                                 Ifthe first or final lease year during which escalations may occur shall containless than twelve (12) months, the additional rental under this Lease shall beprorated.

 

(M)                            Notwithstandinganything to the contrary contained in this Section 13, in the event theBuilding construction and improvements has not been completed and the buildingis not substantially occupied, and therefore the Building shall not have beenfully assessed by the Base Tax Year set forth in 13(A) (3), then the TaxYear in which the Building shall be fully assessed shall be deemed to be theBase Tax Year and the Escalation Year shall mean any Tax Year during the termof the Lease commencing following the new Base Tax Year as determined inaccordance with this Section 13(M).

 

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TAX ABATEMENT

 

14.                                 (A)                              Landlordrepresents that it has filed the necessary paperwork in connection withobtaining a real estate tax abatement under the Industrial Commercial IncentiveProgram (ICIP) (including the filing of the ICIP applications). Landlord agreesto fully cooperate with Tenant and to provide Tenant, at Tenant’s expense, withany documents necessary in order for Tenant to apply for and receive 100% ofthe benefits available to Tenant under the New York City Commercial ExpansionPrograms, including without limitation, the Relocation Employment Assistance Program,the Energy Cost Savings Program and the Rent Abatements for Commercial andIndustrial Tenants (“Title 4-A”) and any other business incentive programs forwhich Tenant may be eligible to receive benefits. In connection with suchbenefit programs, upon request, Landlord agrees to provide Tenant with thefinal certificate of eligibility and certificate of completion. If the benefitsare in the form of a refund payable to Landlord, Landlord shall endorse over,or otherwise pay, to Tenant 100% of such refund, upon Landlord’s receipt ofsuch refund. Landlord, in no event, guarantees approval of benefits under theseprograms, except Landlord shall be responsible for the loss of any benefits dueto or arising out of landlord’s negligence or willful misconduct. Landlord alsorepresents and is informing Tenant that:

 

1)                                      anapplication for abatement of real property taxes pursuant to Title 4-A will bemade for the Demised Premises;

 

2)                                      therent including amounts payable by the Tenant for real property taxes will accuratelyreflect any abatement of real property taxes pursuant to Title 4-A;

 

3)                                      sincethe Term of the Lease exceeds ten (10) years, at least twenty five($25.00) dollars per square foot must be spent on the improvements to thePremises and the common areas, provided however, if by the sixtieth (60th) dayfollowing the rent commencement date, the Tenant employs in the Premises 125 orfewer employees in the Premises, at least two dollars and fifty cents ($2.50)per square foot must be spent on improvements to the Premises and the commonareas.

 

4)                                      allabatements granted shall be revoked if, during the benefit period, real estatetaxes, water or sever charges or other lienable charges are unpaid for morethan one year, unless such delinquent amounts are paid as provided insubdivision four hundred ninety-nine-ff of Title 4-A.

 

5)                                      onthe date of this Lease, Tenant’s Proportionate Share of the Building (asdefined above) is 2.85%.

 

(B)                                Tenantagrees to (i) report to the Landlord the number of workers permanentlyengaged in employment in the space leased, the nature of each worker’semployment and the New York City residency of each worker and (ii) provideaccess to the Premises by employees and agents of the department overseeing theICIP program at all reasonable times at the request of the Landlord.

 

(C)                                Landlordagrees that Tenant shall not be required to pay taxes or charges which becomedue because of the willful neglect or fraud by the Landlord in connection withthe ICIP Program, or otherwise relieve or indemnify the Landlord from anypersonal liability arising

 

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under theAdministrative Code 11-265 except where imposition of such taxes, charges orliability is occasioned by actions of Tenant in violation of the Lease.

 

(D)                               Notwithstandinganything contained in this Lease to the contrary, Landlord consents and agreesthat Tenant’s subsidiaries, HCI Acquisition Corp. (H + Link On Call) , LMAAcquisition Corp. and/or Safecom, shall have the right to occupy and use,during the term of the Lease, a portion of the Premises, for its general,executive and administrative offices in connection with its business.

 

(E)                                 Landlordagrees to such modification to the provisions of this paragraph 14 as arerequired by the applicable governmental agency in order to obtain the benefitsreferred to in paragraph 14(A) above at no cost and expense to Landlord.

 

ADDITIONAL RENT

 

15.                                 Inthe event the Tenant shall fail to pay Landlord the charges and expenses asrequired by the terms of this Lease other than the annual base or minimum rent(hereinafter sometimes referred to as “additional rent”), the Landlord shallhave the same rights and remedies as those provided for in the Lease withregard to the Tenant’s failure to pay an installment of the annual base rent.

 

FIXTURES & INSTALLATIONS

 

16.                                 Allappurtenances, fixtures, improvements, additions and other property attached toor built into the Demised Premises by Landlord, at Landlord’ s expense, shallbe and remain the property of Landlord, except that any such fixtures,improvements, additions and other property installed at the expense of Tenantmay be removed by Tenant on the condition that Tenant shall repair, at itsexpense, any damage to the Demised Premises or the Building resulting from suchremoval. Except as otherwise provided for herein, all the outside walls of theDemised Premises including corridor walls and the outside entrance doors to theDemised Premises, any balconies, terraces or roofs adjacent to the Demised Premises,and any space in the Demised Premises used for shafts, stacks, pipes, conduit,ducts or other building facilities, and the use thereof, as well as accessthereto, for the purpose of operation, maintenance, decoration and repair, areexpressly reserved to Landlord, and Landlord does not convey any rights toTenant therein. Notwithstanding the foregoing, Tenant shall enjoy full right ofaccess to the Demised Premises through the public entrances, public corridorsand public areas within the Building.

 

ALTERATIONS

 

17.                                 (A)                              Tenantshall make no structural alterations, decorations, installations, additions orimprovements in or to the Demised Premises without Landlord’s prior writtenconsent, not to be unreasonably withheld or delayed, and then only by contractorsor mechanics who do not interfere with Landlord’s work in the Building.

 

(B)                                Allinstallations or work done by Tenant shall at all times comply with:

 

(a)                                  Laws,rules, orders and regulations of governmental authorities having jurisdictionthereof.

 

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(b)                                 Reasonablerules and regulations of the Landlord.

 

(c)                                  Plansand specifications prepared by and at the expense of Tenant shall be submittedto Landlord for its prior written approval, not to be unreasonably withheld ordelayed; no installations or work shall be undertaken or started by Tenant, itsagents, servants or employees, until Landlord has approved such plans andspecifications; and no material amendments or additions to such plans andspecifications shall be made without prior written consent of Landlord, not tobe unreasonably withheld or delayed. In the event the plans and specificationsare not approved by Landlord within fifteen (15) business days, same shall bedeemed approved, Tenant agrees that it will not, either directly or indirectly,use any contractors and/or labor and/or materials that would or will create anylabor disharmony with any contractors and/or labor engaged by Landlord in the construction,maintenance and/or operation of the Building or any part thereof.Notwithstanding the above, no plans and specifications shall be needed forcosmetic or non-structural work nor shall Landlord consent be required for suchwork.

 

(d)                                 Tenantshall defend, indemnity and hold harmless Landlord from any claim arising outof the performance of said Tenant’s work. Tenant shall, upon request ofLandlord, supply Landlord with workmen’s compensation certificates for allpersons and/or contractors performing work for Tenant at the Demised Premises,a public liability insurance policy in the sum of Two Million ($2,000,000.00)Dollars for personal injuries and death claims and One Million ($1,000,000.00)Dollars for property damage. In the event any mechanics lien shall be filedagainst the Building by any of the Tenant’s contractors, subcontractors ormaterial men, for work done on behalf of Tenant, Tenant shall discharge thelien by bond, payment or otherwise, within thirty (30) after notice of thefiling to Tenant and upon Tenant’s failure to so discharge any lien, Landlordmay, at its option, remove the lien by bonding and charge the Tenant with thecost thereof, together with it’s reasonable attorneys’ fees.

 

(C)                                Tenantshall have the right to put a generator, the size and specifications of whichshall first be reasonably approved by Landlord, (and any dunnage necessary inconnection therewith) in a location within the building reasonably acceptableto Landlord and Tenant’s engineer.

 

REQUIREMENTS OF LAW

 

18.                                 (A)                              Tenant,at Tenant’s sole cost and expense shall comply with all applicable laws, ordersand regulations of Federal, State, County and Municipal authorities, and withall directions, pursuant to law, of all public officers, which shall impose anyduty upon Tenant with respect to the use or occupation of the Demised Premisesby Tenant.

 

(B)                                Tenantshall not do anything, or permit anything to be done, in the Demised Premiseswhich shall (i) invalidate or be in conflict with the provisions of anyfire or other insurance policies covering the Building or any property locatedtherein, or (ii) result in a refusal by fire insurance companies of goodstanding to insure the Building or any such property, or (iii) cause anyincrease in the fire insurance rates applicable to the Building or propertylocated therein at the beginning of the Demised Term or at any time thereafter.Tenant, at Tenant’s expense, shall comply with all the rules, orders, regulationsor requirements of the New

 

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York Board of FireUnderwriters and the New York Fire Insurance Rating organization or any similarbody.

 

(C)                                Inany action or proceeding wherein Landlord and Tenant are parties, a schedule or“make-up” of rates applicable to the Building or property located thereinissued by the New York Fire Insurance Rating Organization or other similar bodyfixing such fire insurance rates, shall be conclusive evidence of the factstherein stated and of the several items and charges in the fire insurance ratesthen applicable to the Building or property located therein.

 

(D)                               Tenantshall be responsible for curing any notices of violation arising out of Tenant’sacts issued by any governmental agency affecting the Demised Premises and theBuilding and Property and otherwise complying with all applicable laws andregulations affecting the Building and the Property. Notwithstanding anythingto the contrary contained herein, Tenant shall not be required to bear the costof compliance with any laws, orders, regulations, or requirements of any state,federal municipal and local governments, departments, commissions or boards andany direction of any public office pursuant thereto and all orders, rules andregulations of the New York Board of Fire Underwriters Insurance Service Officeor any similar body which would require any structural or non structuralalterations, unless the condition necessitating the work shall arise as aresult of Tenant’s manner of use of the demised premises or method ofoperations therein. Tenant may, after securing Landlord to Landlord’sreasonable satisfaction against all damages, interest, penalties, by cashdeposit or surety bond, contest and appeal any such laws, orders, regulationsor requirements.

 

LANDLORD’S CONSENT

 

19.                                 (A)                              Inno event shall Tenant be entitled to make, nor shall Tenant make, any claim,and Tenant hereby waives any claim for any sum of money whatsoever as damages,costs, expenses, attorneys’ fees or disbursements, whether affirmatively or byway of setoff, counterclaim or defense, based upon any claim or assertion byTenant that Landlord has unreasonably withheld or unreasonably delayed anyconsent or approval (including, without limitation, consent to a proposedassignment or sublease of the premises), and Tenant’s sole remedy for claimedunreasonable withholding or unreasonable delaying by Landlord of its consent orapproval shall be an action or proceeding brought and prosecuted solely atTenant’s own cost and expense to enforce such provision, for specificperformance, injunction or declaratory judgment.

 

(B)                                IfTenant requests Landlord’s consent or approval to alterations, assignment,subletting or any other matter or thing requiring Landlord’s consent orapproval under this Lease, and if in connection with such request Landlordreasonably seeks the advise of its attorneys, accountants, architect, engineeror other professional, then Landlord, as a condition precedent to granting itsconsent or approval, may require (in addition to any other requirements ofLandlord in connection with such request) that Tenant pay the reasonable fee ofLandlord’s attorneys, accountants, architect, engineer or other professional inconnection with the consideration of such request and/or the preparation of anydocuments pertaining thereto, except that no fee shall be payable for subleasesand assignments which do not require Landlord consent under the terms of thisLease. No fee shall be payable to Landlord in connection with Tenant’s

 

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initialalterations or alterations which do not require Landlords consent or subleaseswhich do not require consent.

 

END OF TERM

 

20.                                 (A)                              Uponthe expiration or other termination of the term of this Lease, Tenant shall quitand surrender to Landlord the Demised Premises, broom clean, in good order andcondition, ordinary wear and casualty excepted, and Tenant shall have the rightbut not the obligation to remove all of its property and shall repair alldamage to the Demised Premises or the Building occasioned by such removal. Anyproperty not removed from the premises shall be deemed abandoned by Tenant andmay be disposed of in any manner deemed appropriate by the Landlord, unlessotherwise agreed to in writing (i.e. extension of time to remove). Tenantexpressly waives, for itself and for any person claiming through or underTenant, any rights which Tenant or any such person may have under theprovisions of Section 221 of the Real Property Actions and Proceedings Lawand of any successor law of like import then in force in connection with anyholdover or summary proceedings which Landlord may institute to enforce theforegoing provisions of this Article at the end of the term as expressedherein. Tenant’s obligation to observe or perform this covenant shall survivethe expiration or other termination of the term of this lease. If the last dayof the term of this lease or any renewal hereof falls on a Sunday or a legalholiday, this lease shall expire on the business day immediately preceding.

 

(B)                                Tenantacknowledges that possession of the Demised Premises must be surrendered toLandlord at the expiration or sooner termination of the term of this lease. Theparties recognize and agree that the damage to Landlord resulting from anyfailure by Tenant to timely surrender possession of the Demised Premises asaforesaid will be substantial, will exceed the amount of fixed minimum rent andadditional rent theretofore payable hereunder, and will be impossibleaccurately to measure. Tenant therefore agrees that if possession of theDemised Premises is not surrendered to Landlord upon the expiration or soonertermination of the term of this lease, then notwithstanding anything to thecontrary contained in this lease, Tenant shall pay to Landlord for each monthand for each portion or any month during which Tenant holds over in the demisedpremises after the expiration or sooner termination of the term of this lease,for use and occupancy, the aggregate sum of (i) two times the amount ofthe installment of the fixed minimum rent that was payable under this lease forthe last month of the term hereof, plus (ii) one-twelfth of all items ofannual additional rent which would have been payable monthly pursuant to thislease had its term not expired or been terminated, plus (iii) those itemsof additional rent (not annual additional rent) which would have been payablemonthly pursuant to this lease had its term not expired or been terminated,which aggregate sum Tenant agrees to pay to Landlord upon demand, in fullwithout setoff, and no extension or renewal of this lease shall be deemed tohave occurred by such holding over, nor shall Landlord be precluded byaccepting such aggregate sum for use and occupancy from exercising all rightsand remedies available to it to obtain possession of the Demised Premises.

 

(C)                                IfTenant shall default in surrendering the demised premises upon the expirationor termination of the term, Tenant’s occupancy subsequent to such expiration ortermination, whether or not with the consent or acquiescence of Landlord, shallbe deemed to be that of a tenancy at will and in no event from month-to-monthor from year-to-year, and it shall be subject to all the terms, covenants andconditions of this Lease applicable thereto, except with

 

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respect to thefixed minimum rent as hereinabove stated. Tenant hereby expressly waives anyand all predicate notices to a holdover and Landlord may immediately proceedwith a holdover Notice of Petition and Petition.

 

QUIET ENJOYMENT

 

21.                                 Landlordcovenants and agrees with Tenant that upon Tenant paying the rent andadditional rent and observing and performing all the terms, covenants andconditions on Tenant’s part to be observed and performed, Tenant may peaceablyand quietly enjoy the Demised Premises during the term of this lease withouthindrance or molestation by anyone claiming by or through Landlord, subject,nevertheless, to the terms, covenants and conditions of this Lease.

 

SIGNS

 

22.                                 Nosign or lettering of any nature may be put on or in any window, nor on theexterior of the Building or elsewhere within the Demised Premises such as shallbe visible from the street, except with the written approval of the Landlord,which approval shall not be unreasonably withheld or delayed.

 

23.                                 IntentionallyOmitted.

 

RULES AND REGULATIONS

 

24.                                 Tenantand Tenant’s agents, employees, invitees, and licensees shall faithfully complywith the Rules and Regulations set forth in Exhibit ”C” annexedhereto and made part hereof, and with such further Rules and Regulationsas Landlord at any time may make and communicate in writing to Tenant which, inLandlord’s judgment shall be necessary for the reputation, safety, care orappearance of the Building and the land allocated to it or the preservation ofgood order therein, or the operation or maintenance of the Building, and suchland, its equipment, or the more useful occupancy or the comfort of the tenantsor others in the Building. Landlord shall not be liable to Tenant for theviolation of any of said Rules and Regulations, or the breach of anycovenant or condition in any lease by any other tenant in the Building,provided such are applied in an equal and non-discriminatory manner. In theevent of a conflict between this Lease and the Rules and Regulations, theterms of this Lease shall prevail.

 

ASSIGNMENT AND SUBLETTING

 

25.                                 (A)                              Tenant,for itself, its successors and assigns, expressly covenants that it shall notassign, mortgage or encumber this Agreement, nor under let the Demised Premisesor any part thereof or license or permit the Demised Premises or any partthereof to be used by others, without the prior written consent of theLandlord, which shall not be unreasonably withheld or delayed, and upon duecompliance with the provisions of this Article. Notwithstanding the foregoing,no consent of Landlord will be required in connection with section 25(A),nor shall the provisions of section 25(B) (C) (F) apply,with respect to any assignments, underlets (including sublets), grant of anypermission to use or license, concession or other right of occupancy of all orany portion of the Premises to (i) affiliated entity, parent entity,subsidiary entity or acquired entity, controlling, controlled by or undercommon control with the Tenant (including HCI Acquisition Corp. (H+ Link OnCall), LMA Acquisition Corp.

 

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and/or Safecom);or (ii) to a successor corporation in connection with a merger,consolidation or sale of substantially all of Tenant’s business orsubstantially all of the stock of Tenant.

 

(B)                                Priorto requesting the approval of Landlord to an assignment or subletting ashereinafter provided, Tenant shall, by written notice, offer to terminate thisLease and to vacate and surrender the Demised Premises to Landlord as of thelast day of the calendar month which is at least sixty (60) days from the dateof Tenant’s notice and prior to the effective date of such proposed assignmentor subletting. Simultaneously with said offer to terminate this Lease, Tenantshall advise the Landlord of all the terms, covenants and conditions of theTenant’s proposed sublease or assignment. A sublease of less than 40% of theDemised Area shall not give rise to Landlord’ s recapture rights herein. Theprovisions of this subsection shall not be applicable provided (i) inthe case of a sublease (s) in excess of forty (40%) percent of the demisedarea, fifty (50%) percent of all rent and additional rent received by Tenantfor sublease (s) in excess of the rent and additional rent received herein,shall be paid to Landlord within fifteen (15) days of receipt, as additionalrent; and (ii) in the case of an assignment, fifty (50%) percent of anyconsideration paid to Tenant for said assignment, except that which is paid forTenant’s furniture, fixtures, equipment, leasehold improvements and goodwillshall be paid to Landlord within fifteen (15) days of receipt. In either of theforegoing cases, Tenant shall first deduct its expenses, including brokeragefees, advertising, free rent, reasonable attorneys fees and alterationsperformed by Tenant before submitting to Landlord. Landlord must exercise itsrecapture rights hereunder within fifteen (15) business days of receivingTenant’s notice. If Landlord has not exercised its right to recapture withinsaid fifteen (15) days, then Landlord shall have forty five (45) days toapprove of the proposed assignment or subletting. If Landlord shall not havereasonably rejected the proposed assignment or subletting within the forty five(45) day period, Landlord shall be deemed to have approved the proposedassignment or subletting.

 

(C)                                Withrespect to any proposed subtenant or assignee, Tenant shall submit to Landlordthe most recent fiscal year’s financial statements of such person or entity aswell as a description of the business of the person or entity. Upon Tenant’sdue compliance with the aforesaid provisions of this Article, Landlord agreesnot to unreasonably withhold its consent to an assignment or subletting,provided that the Tenant is not then in default beyond any cure period underthis Lease and that the proposed assignee or undertenant: (a) has acomparable financial position and net worth as tenant (b) is credit-worthyand (c) of good reputation.

 

(D)                               Nosuch assignment shall be effective until duplicate originals of such Assignmentand Assumption Agreement wherein Assignee agrees to perform all the obligationsof the Tenant under this lease in form reasonably satisfactory to Landlord aredelivered to Landlord.

 

(E)                                 Nosub-letting or assignment of the Demised Premises shall release or dischargethe Tenant hereunder from any of its obligations to be performed under thisLease.

 

(F)                                 Notwithstandinganything contained in this Lease to the contrary, Landlord shall not beobligated to entertain or consider any request by Tenant to consent to anyproposed assignment of this Lease or sublease unless Tenant pays Landlord’sreasonable legal fees and reasonable related costs for third party servicesactually incurred to process the proposed assignment. Neither Tenant’s paymentnor Landlord’s acceptance of any such payments

 

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shall be construedto impose any obligation whatsoever upon Landlord to consent to Tenant’srequest.

 

LANDLORD’S ACCESS TO PREMISES

 

26.                                 (A)                              Landlordor Landlord’s agents shall have the right to enter and/or pass through theDemised Premises at all times after reasonable notice during normal businesshours, except in an emergency, in which case no notice shall be required andentrance may be made at any time, to examine same, and to show them tomortgagees, ground lessors, prospective purchasers or lessees or mortgagees ofthe Building, and to make such repairs, improvements or additions as Landlordmay deem necessary and Landlord shall be allowed to take all material into andupon and/or through said Demised Premises that may be required therefore.During the six months prior to the expiration of the term of this Lease, or anyrenewal term, Landlord may exhibit the Demised Premises to prospective tenantsor purchasers at all reasonable business hours subject to the precedingprovision. If Tenant shall not be personally present to open and permit anentry into said premises at any time when for any reason an entry therein shallbe necessary, Landlord or Landlord’s agents may enter the same by a master keywithout rendering Landlord or such agent liable therefore.

 

(B)                                Landlordshall have the right at any time, to change the arrangement and/or location ofentrances or passageways, doors and doorways, and corridors, elevators, stairs,toilets and other public parts of the Building, provided, same does notdiminish Tenant’s usable area or obstruct Tenant’s access to the DemisedPremises, or visibility of the Demised Premises.

 

(C)                                Providedthe Landlord complies with the terms hereof, the exercise by Landlord or itsagents of any right reserved to Landlord in this Article shall notconstitute an actual or constructive eviction, in whole or in part, or entitleTenant to any abatement or diminution of rent, or relieve Tenant from any ofits obligations under this Lease, or impose any liability upon Landlord, or itsagents, or upon any lessor under any ground or underlying lease, by reason ofinconvenience or annoyance to Tenant, or injury to or interruption of Tenant’sbusiness, or otherwise. Landlord agrees to use its best efforts to minimizeinterference with Tenant’s business.

 

SUBORDINATION

 

27.                                 ThisLease is subject and subordinate in all respects to all ground leases and/orunderlying leases and to all present and/or future mortgages which may beplaced on or affect such leases and/or the real property of which the DemisedPremises forms a part, or any part of such real property and/or Landlord’sinterest or estate therein, and to each advance made and/or hereafter to bemade under any such mortgages, and to all renewals, modifications,consolidations, replacements and extensions thereof. Tenant shall execute anddeliver promptly any certificate that Landlord and or any mortgagee and/or thelessor under any ground or underlying lease and/or their respective successorsin interest may reasonably request. Landlord shall use reasonable efforts toobtain a non-disturbance agreement from such entities.

 

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PROPERTY LOSS, DAMAGE REIMBURSEMENT

 

28.                                 (A)                              Landlordor its agents shall not be liable for any loss of, or damage to, any propertyof Tenant by theft or otherwise, unless caused by the willful misconduct ofLandlord, its agents, contractors, servants and/or employees. Landlord or itsagents shall not be liable for any injury or damage to persons or propertyresulting from fire, explosion, falling plaster, steam, gas, electrical,electrical disturbance, water, rain or snow or leaks from any part of the Buildingor from the pipes, appliances or plumbing works or from the roof, street orsubsurface or from any other place or by dampness or by any other cause ofwhatsoever nature, unless caused by or due to the willful misconduct ofLandlord, its agents, servants, contractors or employees; nor shall Landlord orits agents be liable for any such damage caused by other tenants or persons inthe Building or caused by operations of construction or any private, public orquasi-public work. If at any time any windows of the Demised Premises aretemporarily closed or darkened incident to or for the purpose of repair,replacement, maintenance and/or cleaning in, on or about the Building or anypart or parts thereof, Landlord shall not be liable for any damage Tenant may sustainthereby and Tenant shall not be entitled to any compensation therefore, norabatement of rent, nor shall the same release Tenant from obligations hereundernor constitute an eviction. Tenant shall give prompt notice to Landlord in caseof fire or accidents in the Building or of defects therein or in any fixturesor equipment of which Tenant has knowledge.

 

(B)                                Tenantshall indemnify and save harmless Landlord against and from any and all claimsby or on behalf of any person or persons, firm or firms, corporation orcorporations arising from the omission of any Tenant work or thing whatsoeverdone by Tenant (other than by Landlord or its contractors or the agents oremployees of either) in and on the Demised Premise during the term of thisLease and during the period of time, if any, prior to the specifiedcommencement date that Tenant may have been given access to the DemisedPremises for the purpose of making installations, and will further indemnifyand save harmless Landlord against and from any and all claims arising from anycondition of the Demised Premises due to or arising from any willful misconductor breach of Lease or negligence of Tenant or any of its agents, contractors,servants, employees, licensees or invitees and against and from all reasonablecosts, expenses, and liabilities incurred in connection with any such claim orclaims or action or proceeding brought thereon; and in case any action orproceeding be brought against Landlord by reason of any such claim Tenant, uponnotice from Landlord, agrees that Tenant, at Tenant’s expense, will resist ordefend such action or proceeding and will employ counsel therefore.

 

DESTRUCTION - FIRE OR OTHER CASUALTY

 

29.                                 Ifthe Demised Premises shall be damaged by fire or other casualty Landlord, at Landlord’sexpense, shall promptly repair such damage to substantially the same conditionas existed prior to such casualty. However, Landlord shall have no obligationto repair any damage to, or to replace, Tenant’s personal property or any otherproperty or effect of Tenant except if such fire or casualty was caused by thewillful misconduct of Landlord or its agents, contractors or employees. If theentire Demised Premises shall be rendered unusable by reason of any suchdamage, the rent and additional rent shall abate for the period from the dateof such damage to the date when such damage shall have been repaired, and ifonly a part of the Demised Premises shall be so rendered unusable, the rent andadditional rent shall abate for such period in the

 

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proportion whichthe area of the part of the Demised Premises so rendered unusable bears to thetotal area of the Demised Premises. However, if, prior to the date when all ofsuch damage shall have been repaired any part of the Demised Premises sodamaged shall be rendered usable and shall be used or occupied by Tenant or anyperson or persons claiming through or under Tenant, the amount by which therent and additional rent shall abate shall be equitably apportioned for theperiod from the date of any such use or occupancy to the date when all suchdamage shall have been repaired. Tenant hereby expressly waives the provisionsof Section 227 of the New York Real Property Law and of any successor lawof like import then in force and Tenant agrees that the provision of this Article shallgovern and control in lieu thereof. Notwithstanding the foregoing provisions ofthis Section, if, prior to or during the Demised Term (i) the DemisedPremises shall be totally damaged or rendered wholly unusable by fire or othercasualty, and if Landlord shall decide not to restore the Demised Premises, or (ii) theBuilding shall be so damaged by fire or other casualty that total alteration,demolition or reconstruction of the Building shall be required, (whether or notthe Demised Premises shall be damaged or rendered unusable), then, in any suchevents, Landlord, at Landlord’s option, may give to Tenant within forty-five(45) days after such fire or other casualty, a thirty (30) days notice oftermination of this lease and, in the event such notice is given, this Leaseand the Demised Term shall come to an end and expire (whether or not said termshall have commenced) upon the expiration of said thirty (30) days with thesame effect as if the date of expiration of said thirty (30) days were theExpiration Date, the rent and additional rent shall be apportioned and anyprepaid portion of rent and additional rent for any period after such date ofcasualty shall be refunded by Landlord to Tenant. If such restoration isexpected to take more than 365 days to complete, Tenant shall also have theright to terminate. Furthermore, if the Demised Premises shall be so damaged byfire or other casualty during the last year of the term of this lease, suchthat the entire Demised Premises or a material part thereof shall be renderedunusable, Tenant shall have the right to terminate this Lease upon givingthirty (30) days notice of termination and this Lease and the Demised Termshall come to an end and expire upon the expiration of said thirty (30) daysand the rent and additional rent shall be apportioned and any prepaid portionof rent and additional rent for any period after such date of casualty shall berefunded by Landlord to Tenant.

 

30.                                 IntentionallyOmitted.

 

EMINENT DOMAIN

 

31.                                 (A)                              Inthe event that the whole of the Demised Premises or access thereto, shall belawfully condemned or taken in any manner for any public or quasi-public use,this Lease and the term and estate hereby granted shall forthwith cease andterminate as of the date of vesting of title. In the event that a material partof the Demised Premises shall be so condemned or taken, then effective as ofthe date of vesting of title, rent and additional rent hereunder shall be abatedin an amount thereof apportioned according to the area of the Demised Premisesso condemned or taken. In the event that a material part of the Building (inexcess of 25%) shall be so condemned or taken, then Landlord (whether or notthe Demised Premises be affected) may, at its option terminate this Lease andthe term and estate hereby granted as of the date of such vesting of title bynotifying Tenant in writing of such termination within forty-five (45) daysfollowing date on which Landlord shall have received notice of vesting oftitle. In the event that only a part of the Demised Premises shall be socondemned or taken and this Lease and the term and estate hereby granted is notterminated as hereinbefore provided, Landlord will, at its

 

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expense, promptly(but in all events in less than 120 days) restore the remaining portion of theDemised Premises as nearly as practicable to the same condition as it was inprior to such condemnation or taking. In the event that a material part of theDemised Premises (in excess of 25% of the Demised Premises) shall be socondemned or taken, then Tenant shall also have the right to terminate thisLease.

 

(B)                                Inthe event of a termination in any of the cases herein above provided, thislease and the term and estate granted shall expire as of the date of suchtermination with the same effect as if that were the date hereinbefore setforth for the expiration of the term of this Lease, and the rent and additionalrent hereunder shall be apportioned as of such date.

 

(C)                                Inthe event of any condemnation or taking herein above mentioned of all or a partof the Building, Landlord shall be entitled to receive the entire award madefor the value of the estate vested by this Lease in Tenant, except that theTenant may file a claim for any taking of removable fixtures owned by Tenantand for moving expenses incurred by Tenant.

 

WASTE

 

32.                                 Tenantwill not do or suffer any waste or damage, disfigurement or injury to theBuilding or any part thereof.

 

CERTIFICATE OF OCCUPANCY

 

33.                                 Tenantwill not at any time use or occupy the Demised Premises in violation of theCertificate of Occupancy issued for the Building or a portion thereof of whichthe Demised Premises form a part.

 

DEFAULT

 

34.                                 (A)                              Theoccurrence, at any time prior to or during the Demised Term, of any one or moreof the following events shall be a default (referred to as “Events of Default”):

 

(a)                                  IfTenant shall default in the payment when due of any installment of rent or inthe payment when due of any additional rent, and such default shall continuefor a period of ten (10) days after notice by Landlord to Tenant of suchdefault; or

 

(b)                                 IfTenant shall default in the observance or performance of any term, covenant orcondition of this Lease on Tenant’s part to be observed or performed (otherthan the covenants for the payment of rent and additional rent) and Tenantshall fail to remedy such default within thirty (30) days after notice byLandlord to Tenant of such default, or if such default is of such a nature thatit cannot be completely remedied within said period of thirty (30) days andTenant shall not commence curing such default within said period of thirty (30)days, or shall not thereafter diligently prosecute to completion, all stepsnecessary to remedy such default; or

 

(c)                                  IfTenant shall file a voluntary petition in bankruptcy or insolvency, or shall beadjudicated bankrupt or become insolvent, or shall file any petition seekingany reorganization, arrangement, composition, readjustment, liquidation,dissolution or

 

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similar reliefunder the present or any future federal bankruptcy act or any other present orfuture applicable federal, state or other statute of law, or shall make anassignment for the benefit of creditors or shall seek or consent to, oracquiesce in the appointment of any trustee, receiver or liquidator of Tenantor of all or any part of Tenant’s property; or

 

(d)                                 If,within seventy-five (75) days after the commencement of any proceeding againstTenant, whether by the filing of a petition or otherwise seeking anyreorganization, arrangement, composition, liquidation, dissolution or similarrelief under the present or any future federal bankruptcy act or any otherpresent or future applicable federal, state or other statute or law, suchproceedings shall not have been dismissed, or if within seventy-five (75) daysafter the appointment of any trustee, receiver or liquidator of Tenant, or ofall or any part of Tenant’s property, without the consent or acquiescence ofTenant such appointment shall not have been vacated or otherwise discharged, orif any execution or attachment shall be issued against Tenant or any of Tenant’sproperty pursuant to which the Demised Premises shall be taken or occupied orattempted to be taken or occupied and not dismissed within seventy-five (75)days; or

 

(e)                                  Ifthe Demised Premises shall become vacant, deserted or abandoned by Tenant; or

 

(f)                                    IfTenant’s interest in this Lease shall devolve upon or pass to any person,whether by operation of law or otherwise, except for (i) those transferspermitted under section ”25” herein, (ii) a transfer of Tenant’sstock by public offering on a nationally recognized stock exchange, (iii) transfersof Tenant’s stock to or among Tenant’s existing shareholders or theirrespective family members or which is being done for estate planning purposes,or (iv) a transfer of Tenant’s stock as part of a so-called “going private”transaction.

 

(B)                                Uponthe occurrence, at any time prior to or during the Demised Term, of any one ormore of such Events of Default, Landlord, at any time thereafter, at Landlord’soption, may give to Tenant a five (5) days notice of termination of thisLease, in which event, this Lease and the Demised Term shall come to an end andexpire (whether or not said term shall have commenced) upon the expiration ofsaid five (5) days with the same effect as if the date of expiration ofsaid five (5) days were the Expiration Date of the lease but Tenant shallremain liable for damages as provided in this Lease.

 

(C)                                Anymonies received by Landlord from or on behalf of Tenant during the pendency ofany proceeding hereunder shall be deemed paid as compensation for the use andoccupancy of the Demised Premises and the acceptance of any such compensationby Landlord shall not be deemed a waiver on the part of Landlord of any rightsunder this Article.

 

(D)                               Inthe event Landlord shall default in the performance of or observance of anymaterial term, covenant or condition of this Lease on Landlord’s part to beperformed and Landlord shall fail to remedy such default within thirty (30)days after notice by Tenant to Landlord of such default, or if such default isof such a nature that it cannot be completely remedied within said period ofthirty (30) days and Landlord shall not commence curing such default withinsuch thirty (30) days, or shall not thereafter diligently prosecute tocompletion the cure of such default, then, in such event, Tenant shall have theright to pursue whatever remedies

 

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it may have underthis Lease or all rights and remedies at law or in equity to which Tenant maybe entitled, including the recovery of reasonable attorneys fees.

 

(E)                                 IfTenant shall default in the payment when due of any installment of rent or inthe payment when due for any additional rent and such default shall continuefor a period of ten (10) days after notice by Landlord to Tenant of suchdefault, or if this Lease and the Demised Term shall expire and come to an endas provided in this Article:

 

(a)                                  Landlordand its agents and servants may immediately or at any time after such Event ofDefault or after the date upon which the Lease and the Demised Term shallexpire and come to an end, re-enter the Demised Premises or any part thereof,with notice, by summary proceedings or by any other applicable action orproceeding and after obtaining an order of a court of competent jurisdictionauthorizing same, and may repossess the Demised Premises and dispossess Tenantand any other persons from the Demised Premises and remove any and all of theirproperty and effects from the Demised Premises; and

 

(b)                                 Landlord,at Landlord’s option, may relet the whole or any part or parts of the DemisedPremises from time to time either in the name of Landlord or otherwise, to suchtenant or tenants, for such term or terms ending before, on or after theExpiration Date, at such rental or rentals and upon such other conditions,which may include concessions and free rent periods, as Landlord, in itsreasonable discretion, may determine. Landlord shall in no event be liable forrefusal or failure to relet the Demised Premises or any part thereof, or, inthe event of any such reletting, for refusal or failure to collect any rent dueupon any such reletting, and no such refusal or failure shall operate torelieve Tenant of any liability under this Lease. Landlord at Landlord’soption, may make such repairs, replacements, alterations, additions,improvements, decorations and other physical changes in and to the DemisedPremises as Landlord, in its discretion considers advisable or necessary inconnection with any such reletting without relieving Tenant of any liabilityunder this Lease or otherwise affecting any such liability.

 

(F)                                 Tenant,on its own behalf and on behalf of all persons claiming through or underTenant, including all creditors, does hereby waive any and all rights whichTenant and all such persons might otherwise have under any present or futurelaw to redeem the Demised Premises, or to re-enter or repossess the DemisedPremises, or to restore the operation of this Lease, after (i) Tenantshall have been dispossessed by a judgment or by warrant of any court or judgeor (ii) re-entry by Landlord, or (iii) any expiration or terminationof this Lease and the Demised Term, whether such dispossess, re-entry,expiration or termination shall be by operation of law or pursuant to theprovisions of this Lease.

 

SPRINKLERS

 

35.                                 Anythingelsewhere in this Lease to the contrary notwithstanding, if the New York Boardof Fire Underwriters or New York Fire Insurance Exchange or any bureau,department, official of the federal, state or city government require theinstallation of a sprinkler system or that any changes, modifications,alterations, or additional sprinkler heads or other equipment be made orsupplied in an existing sprinkler system by reason of Tenant’s business, or ifany such sprinkler system installations, changes, modifications, alterations,additional sprinkler heads or other such equipment become necessary to preventthe imposition of a penalty or charge

 

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against the fullallowance for a sprinkler system in the fire insurance rate set by any saidExchange or any fire insurance company, Landlord shall, at Landlord’s expense,promptly make such sprinkler system installations, change, modifications,alterations, and supply additional sprinkler heads or other equipment asrequired.

 

DAMAGES

 

36.                                 (A)                              Ifthis Lease and the Demised Term shall expire and come to an end as provided inthis Lease or by or under any summary proceeding, or any other action orproceeding or if Landlord shall re-enter the Demised Premises under any summaryproceedings or any other action or proceeding then, in any of said events:

 

(a)                                  Tenantshall pay to Landlord all rent, additional rent and other charges payable underthis Lease by Tenant to Landlord to the date upon which this Lease and the DemisedTerm shall have expired and come to an end or to the date of re-entry upon theDemised Premises by Landlord, as the case may be; and

 

(b)                                 Inthe event of a default under section ”34”, Tenant shall also be liablefor, and shall pay to Landlord, as liquidated and agreed final damages, anydeficiency (referred to as “Deficiency”) which is the sum equal to the amountby which the rent and additional rent reserved in this Lease for the periodwhich otherwise would have constituted the unexpired portion of the DemisedTerm (excluding any unexercised extension option) exceeds the net amount, ifany, of rents collected under any re-letting of any part of such period (firstdeducting from the rents collected under any such re-letting all of Landlord’sreasonable and actual expenses regarding such re-letting including, but notlimited to, all repossession costs, brokerage commissions, legal expenses,attorneys’ fees, alteration costs and other expenses of preparing the DemisedPremises for such re-letting) . Any such Deficiency shall be paid in monthlyinstallments by Tenant on the days specified in this Lease for payment ofinstallments of rent. Landlord shall be entitled to recover from Tenant eachmonthly Deficiency as the same shall arise, and no suit to collect the amountof the Deficiency for any month shall prejudice Landlord’s rights to collectthe Deficiency for any subsequent month by a similar proceeding.

 

(B)                                Ifthe Demised Premises, or any part thereof, shall be relet together with otherspace in the Building, the rent collected or reserved under any such re-lettingand the expenses of any such re-letting shall be equitably apportioned for thepurpose of this Article. Tenant shall in no event be entitled to any rentscollected or payable under any re-letting, whether or not such rents shallexceed the rent reserved in this Lease. Solely for the purposes of thisArticle, the term “rent” as used in Section (A) shall mean the rentin effect immediately prior to the date upon which this Lease and the DemisedTerm shall have expired and come to an end, or the date of re-entry upon theDemised Premises by Landlord, as the case may be, plus any additional rentpayable immediately preceding such event.

 

SUMS DUE LANDLORD

 

37.                                 IfTenant shall default after notice and the expiration of any applicable cureperiod, in the performance of any covenants on Tenant’s part to be performed inthis Lease contained, Landlord may immediately, or at any time thereafter,perform the same for the

 

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account of theTenant. Tenant shall reimburse and compensate Landlord as additional rent forall expenditures made by, or damages or fines sustained or incurred by Landlorddue to Tenant’s non-performance or non-compliance with or breach or failure toobserve any term, covenants or conditions of this Lease, on Tenant’s part to bekept, observed, performed or complied with. If Landlord at any time iscompelled to pay or elects to pay any sum of money, or do any act which willrequire the payment of any sum of money, by reason of the failure of Tenant tocomply with any provision hereof, or, if Landlord is compelled to do or doesincur any expense including reasonable attorney’s fees, instituting,prosecuting and/or defending any action or proceeding instituted by reason ofany default of Tenant hereunder, the sum or sums so paid by Landlord with allinterest and costs, shall be deemed to be additional rent hereunder and shallbe due from Tenant to Landlord on the first day of the month following theincurring of such respective expenses, or at Landlord’s option on the first dayof any subsequent month. Tenant’s obligations under this Article shallsurvive the expiration or sooner termination of the Demised Term.

 

NO WAIVER

 

38.                                 (A)                              Noact or thing done by Landlord or Landlord’s agents during the term herebydemised shall be deemed an acceptance of surrender of said Demised Premises andno agreement to accept such surrender of the Demised Premises shall be validunless in writing signed by Landlord. No employee of Landlord or of Landlord’sagents shall have any power to accept the keys of said Demised Premises priorto the termination of this Lease. The delivery of keys to any employee ofLandlord or of Landlord’s agents shall not operate as a termination of thisLease or a surrender of the Demised Premises. The failure by landlord to seekredress for violation of, or to insist upon the strict performance of, anycovenants or conditions of this Lease, or any of the Rules and Regulationsannexed hereto and made part hereof or hereafter reasonably adopted byLandlord, shall not prevent a subsequent act, which would haveoriginally-constituted a violation, from having all the force and effect of anoriginal violation. The failure by Landlord to enforce any of the Rules andRegulations annexed hereto and made part hereof, or hereafter reasonablyadopted, against Tenant and/or any other tenant in the Building shall not bedeemed a waiver of any such Rules and Regulations. No provision of thisLease shall be deemed to have been waived by Landlord, unless such waiver be inwriting signed by Landlord. No payment by Tenant or receipt by Landlord of alesser amount than the monthly rent herein stipulated shall be deemed to beother than on account of the earliest stipulated rent nor shall any endorsementor statement on any check or any letter accompanying any check or payment asrent be deemed an accord and satisfaction, and Landlord may accept such checkor payment without prejudice to Landlord’s right to recover the balance of suchrent or pursue any other remedy in this Lease provided.

 

(B)                                Landlord’sfailure to timely render a Landlord’s Statement with respect to any increase inreal estate taxes or operating expenses shall not prejudice Landlord’s right torender a Landlord’s Statement with respect to any Escalation Year, providedsuch statement is rendered within twenty-four (24) months of the end of theEscalation Year. The obligation of Tenant with respect to real estate taxes andoperating expenses shall survive the expiration or any sooner termination ofthe Demised Term.

 

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WAIVER OF TRIAL BY JURY

 

39.                                 Tothe extent such waiver is permitted by law, Landlord and Tenant hereby waivetrial by jury in any action or proceeding brought by Landlord or Tenant againstthe other on any matter whatsoever arising out of or in any way connected withthis Lease, the relationship of Landlord and Tenant, the use or occupancy ofthe Demised Premises by Tenant or any person claiming through or under Tenant,any claim of injury or damage, and any emergency or other statutory remedy,except personal injury claim. The provisions of the foregoing sentence shallsurvive the expiration or any sooner termination of the Demised Term. IfLandlord commences any summary proceeding for nonpayment of rent and/or forpossession of the Demised Premises, Tenant agrees not to interpose anynon-compulsory counterclaim of whatever nature or description in any suchproceeding. Nothing herein shall prohibit Tenant from bringing a separateaction against the Landlord.

 

BILLS AND NOTICES

 

40.                                 Exceptas otherwise expressly provided in this Lease, any bills, statements, notices,demands, requests or other communications given or required to be given underthis Lease shall be effective only if rendered or given in writing, sent byRegistered or Certified Mail (return receipt requested), addressed (A) toTenants at Tenant’s address set forth in this Lease if mailed prior to Tenant’staking possession of the Demised Premises or at the Demised Premises if mailedsubsequent to Tenant’s taking possession of the Demised Premises, with a copyto Jay Korn, Esq., Korn & Spirn, Hempstead Executive Plaza, 50Clinton Street, Hempstead, New York 11550, and (B) to Landlord at Landlord’saddress set forth in this Lease, with a copy to Karabelas &Papagianopoulos LLP, 28-18 31St Street, Suite 202, Astoria, New York 11102or (C) addressed to such other address as either Landlord or Tenant maydesignate as its new address for such purpose by notice given to the other inaccordance with the provisions of this Article. Any such bills, statements,notices, demands, requests or other communications shall be deemed to have beenrendered or given on the date when it shall have been mailed as provided inthis Article.

 

INABILITY TO PERFORM

 

41.                                 If,by reason of strikes or other labor disputes, fire or other casualty,accidents, orders or regulations of any Federal, State, County or municipalauthority, or any other cause beyond Landlord’s control, whether or not suchother cause shall be similar in nature to those hereinbefore enumerated,Landlord is unable to furnish or is delayed in furnishing any utility orservice required to be furnished by Landlord under the provisions of this Leaseor any collateral instrument, or is unable to perform or make or is delayed inperforming or making any installations, decorations, repairs, alterations,additions or improvements, whether or not required to be performed or madeunder this Lease, or under any collateral instrument, or is unable to fulfillor is delayed in fulfilling any of Landlord’s other obligations under thisLease, or any collateral instrument, no such inability or delay shallconstitute an actual or constructive eviction, in whole or in part or entitleTenant to any abatement or diminution of rent, or relieve Tenant from any ofits obligations under this Lease, or impose any liability upon Landlord or itsagents by reasons of the inconvenience or annoyance to Tenant, or injury to, orinterruption of Tenant’s business.

 

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INTERRUPTION OF SERVICE

 

42.                                 Landlordreserves the right to stop the services of the air conditioning, elevator,escalator, plumbing, electrical or other mechanical systems or facilities inthe Building when necessary by reason of accident or emergency, or for repairs,alterations, replacements or improvement, which, in the judgment of Landlordare necessary, until said repairs, alterations, replacements or improvementsshall have been completed, provided Landlord (i) uses its best efforts torestore such services as quickly as possible and (ii) performs such workat times and in a manner so as to minimize interference with Tenant’s business.Tenant must receive five days prior written notice. The exercise of such rightsby Landlord shall not constitute an actual or constructive eviction, in wholeor in part, or entitle Tenant to any abatement or diminution of rent, orrelieve Tenant from any of its obligations under this Lease, or impose anyliability upon Landlord or its agents by reason of inconvenience or annoyanceto Tenant, or injury to or interruption of Tenant’s business.

 

CONDITIONS OF LANDLORD’S LIABILITY

 

43.                                 (A)                              Tenantshall not be entitled to claim a constructive eviction from the DemisedPremises unless Tenant shall have first notified Landlord of the condition orconditions giving rise thereto, and unless Landlord shall have failed to remedysuch conditions within a reasonable time after receipt of such notice,

 

(B)                                Subjectto Tenant’s rights set forth in section ”3 (C)”, if Landlord shall beunable to give possession of the Demised Premises on any date specified for thecommencement of the term by reason of the fact that the premises have not beensufficiently completed to make the premises ready for occupancy, or for anyother reason which is not the fault of the Landlord, Landlord shall not be subjectto any liability for the failure to give possession on said date, nor shallsuch failure in any way affect the validity of this Lease or the obligations ofTenant hereunder.

 

TENANT’S TAKING POSSESSION

 

44.                                 (A)                              Exceptas otherwise provided in paragraph “33” and “3(C)” above, Tenant by enteringinto occupancy of the premises shall be conclusively deemed to have agreed thatLandlord up to the time of such occupancy had performed all of its obligationshereunder and that the premises were in satisfactory condition as of the dateof such occupancy.

 

(B)                                IfTenant shall use or occupy all or any part of the Demised Premises for theconduct of business prior to the Term Commencement Date, such use or occupancyshall be deemed to be under all of the terms, covenants and conditions of thisLease.

 

FINANCING REQUIREMENTS

 

45.                                 If,in connection with obtaining financing or refinancing for the Building of whichthe demised premises form a part, a banking, insurance or other institutionallender shall request modifications to this Lease as a condition to suchfinancing or refinancing, Tenant will not unreasonably withhold, delay or deferits consent thereto; provided, however, that such modifications do not increasethe obligations of Tenant hereunder (except, perhaps, to the extent

 

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that Tenant may berequired to give notices of any defaults by Landlord to such lender and/orpermit the curing of such defaults by such lender to get possession of theBuilding) or materially adversely affect the leasehold interest hereby created.In no event shall a requirement that the consent of any such lender be givenfor any modification of this Lease or any assignment or sublease, be deemed tomaterially adversely affect the leasehold interest hereby created.

 

ENTIRE AGREEMENT

 

46.                                 ThisLease contains the entire agreement between the parties and all negotiationsand agreements are merged herein, except as set forth herein. Neither party hasmade any representations or statements, or promises, upon which the other hasrelied regarding any matter or thing relating to the Building or the DemisedPremises, or any other matter whatsoever, except as is expressly set forth inthis Lease, including but without limiting the generality of the foregoing, anystatement, representation or promise as to the fitness of the Demised Premisesfor any particular use, the services to be rendered to the Demised Premises orthe prospective amount of any item of additional rent. No oral statement,representation or promise whatsoever with respect to the foregoing or any othermatter made by Landlord or Tenant, their agents or any broker, whethercontained in an affidavit, information circular, or otherwise shall be bindingupon the Landlord or Tenant. This Lease may not be changed, modified ordischarged, in whole or in part, orally and no agreement shall be effective tochange, modify or discharge, in whole or in part, this Lease or any obligationsunder this Lease, unless such agreement is set forth in a written instrumentexecuted by the party against whom enforcement of the change, modification ordischarge is sought. All references in this Lease to the consent or approval ofLandlord shall be deemed to mean the written consent of Landlord, or thewritten approval of Landlord, as the case may be, and no consent or approval ofLandlord shall be effective for any purpose unless such consent or approval isset forth in a written instrument executed by Landlord.

 

VAULT, VAULT SPACE, AREA

 

47.                                 Novaults, vault space or area, whether or not enclosed or covered, not within theproperty line of the Building is leased hereunder, anything contained in orindicated on any sketch, blueprint or plan, or anything contained elsewhere inthis Lease to the contrary notwithstanding. Landlord makes no representation asto the location of the property line of the Building. All vaults and vaultspace and all such areas not within the property line of the Building, whichTenant may be permitted to use and/or occupy, is to be used and/or occupiedunder a revocable license, and if any such license be revoked, or if the amountof such space or area be diminished or required by any federal, state ormunicipal authority or public utility, Landlord shall not be subject to anyliability nor shall Tenant be entitled to any compensation or diminution orabatement of rent, nor shall such revocation, diminution or requisition bedeemed constructive or actual eviction. Any tax, fee or charge of municipalauthorities for such vault or area shall be paid by Tenant, provided Tenantcontinues to use or occupy same.

 

DEFINITIONS

 

48.                                 Theterm “Landlord” as used in this Lease means only the owner, or the mortgagee inpossession, for the time being of the land and Building (or the owner of aLease of the Building or of the land and Building) of which the Demised Premisesform a part, so that in

 

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the event of anysale or sales of said land and Building or of said Lease, or in the event of alease of the Building, or of the land and Building, the said Landlord shall beand hereby is entirely freed and relieved of all covenants and obligations ofLandlord hereunder accruing after the date of such sale or lease, and it shallbe deemed and construed as a covenant running with the land without furtheragreement between the parties or their successors in interest, or between theparties and the purchaser, at any sale, or the lessee of the Building, or ofthe land and Building, that the purchaser or the lessee of the Building assumesand agrees to carry out any and all covenants and obligations of Landlordhereunder. The words “re-enter” and “re-entry”, and “re-entered” as used inthis Lease are not restricted to their technical legal meanings. The term “businessdays” as used in this Lease shall exclude Saturdays (except such portionthereof as is covered by specific hours in Article 5 hereof), Sundays andall days observed by State or Federal Government as legal holidays (which shallnot include days when the New York Stock Exchange is open for trading). Theterms “person” and “persons” as used in this Lease shall be deemed to includenatural persons, firms, corporations, associations and any other private orpublic entities, whether any of the foregoing are acting on their behalf or ina representative capacity.

 

SUCCESSORS, ASSIGNS, ETC.

 

49.                                 Thecovenants, conditions and agreements contained in this Lease shall bind andinure to the benefit of Landlord and Tenant and their respective heirs,distributees, executors, administrators, successors, and except as otherwiseprovided in this Lease, their respective assigns.

 

50.                                 IntentionallyOmitted.

 

BROKER

 

51.                                 Bothparties represent and warrant that no Broker(s) brought about this transaction.Each party agrees to indemnify and hold harmless the other from any claims ofany Broker with respect to this Lease, except that Landlord specifically agreesto indemnify Tenant for any brokerage commissions that may arise or be due andowing to the broker that was involved in the prior transaction between Landlordand Tenant pursuant to which Tenant leased space on the first floor of theBuilding.

 

CAPTIONS

 

52.                                 Thecaptions are included only as a matter of convenience and for reference, and inno way define, limit or describe the scope of this Lease nor the intent of anyprovisions thereof.

 

NONLIABILITY OF LANDLORD

 

53.                                 NeitherLandlord, as an entity, nor Landlord or any successor in interest, if anindividual (which term as used herein includes aggregates of individuals, suchas joint ventures, general or limited partnerships or associations or limitedliability companies), shall be under personal liability with respect to any ofthe provisions of this Lease, and if Landlord hereto is in breach or in defaultof or with respect to its obligations under this Lease, Tenant shall looksolely to the equity of such Landlord or individual in the land and Building,and any proceeds from the

 

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sale of same andinsurance proceeds, of which the Demised Premises form a part for thesatisfaction of Tenant’s remedies and in no event shall Tenant attempt tosecure any personal judgment against Landlord or any partner, employee or agentof Landlord by reason of such default by Landlord.

 

RESTRICTION ON RENTS

 

54.                                 Ifat the commencement of, or at any time or times during the term of this Lease,the Minimum Rent or Additional Rent reserved in this Lease shall not be fullycollectible by reason of any federal, state, county or city law, proclamation,order or regulation, or direction of any public officer or body pursuant tolaw, Tenant shall enter into such agreements and take such other steps asLandlord may request and as may be legally permissible to permit Landlord tocollect the maximum rents which may, from time to time during the continuanceof such legal rental restriction, be legally permissible (and not in excess ofthe amounts reserved therefore under this Lease). Upon the termination of such legalrent restriction prior to the expiration of the term of this Lease, (a) therents shall become and thereafter by payable hereunder in accordance with theamounts reserved in this Lease for the periods following such termination, and (b) Tenantshall pay to landlord, if legally permissible, an amount equal to the rentswhich would have been paid pursuant to this Lease but for such legal rentrestriction, less the rents paid by Tenant to Landlord during the period (s)said legal rent restriction was in effect.

 

55.                                 IntentionallyOmitted.

 

MISCELLANEOUS

 

56.                                 (A)                              Thislease shall be construed without regard to any presumption or other rule requiringconstruction against the party causing this lease to be drafted. Further, ifany provision of this lease shall, to any extent, be invalid or unenforceable,the remainder hereof shall not be affected thereby, and each provision of thislease shall be enforceable to the fullest extent permitted by law.

 

(B)                                Wheneverin this lease any words of obligation or duty are used and/or implied herein,such words shall have the same force and effect as though made in form ofcovenants.

 

(C)                                Allrights and remedies herein given to Landlord in this lease, and all otherrights and remedies allowed by law or in equity, are hereby reserved by theLandlord as distinct, separate and cumulative rights and remedies, and no oneof them, whether exercised by Landlord or not, shall be deemed to be inexclusion of any of the others.

 

(D)                               Thesubmission of this lease for examination by Tenant does not constitute an offerby Landlord or reservation of an option for the demised premises, and thislease shall become effective as a lease only when and if fully executed copiesthereof are executed and exchanged between Landlord and Tenant.

 

(E)                                 Tenantshall not place any load on the floor of the demised premises exceeding thefloor load per square foot for which it is designed to carry and which isallowed by law.

 

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(F)                                 Itis hereby acknowledged that Landlord and Tenant are parties to two existingleases, pursuant to which Tenant is leasing from Landlord certain space on thefirst floor of the Building and in the cellar thereof. It is understood andagreed that a default (after applicable notice and opportunity to cure) underthis Lease shall also be a default under those existing leases and a defaultunder the existing leases shall be a default under this Lease.

 

57.                                 IntentionallyOmitted.

 

INDEMNIFICATION

 

58.                                 (A)                              Tenanthereby agrees to defend, indemnify and hold Landlord harmless from and againstany and all liability, damages, fines, suits, claims, demands and actions by oragainst anyone, and costs and expenses of any kind or nature (including but notlimited to reasonable attorneys’ fees and expenses) , due to, arising out of,based upon or connected with, except if caused by the negligent acts oromissions of Landlord:

 

(i)                                     Anybreach, violation or non-performance of any covenant, condition or agreement inthis lease set forth and contained on the part of Tenant to be fulfilled, kept,observed and performed; and/or

 

(ii)                                  Anyloss or damage to person or property occasioned by or arising out of or inconnection with the use and occupancy of the demised premises by Tenant, itsemployees, agents, customers, invitees, contractors or subcontractors, or byany use or occupancy which Tenant may permit or suffer to be made of thedemised premises; and/or

 

(iii)                               Injuryto, or death of, any person or persons (including but not limited to Tenant’scustomers and employees) occurring in the demised premises.

 

(B)                                Tenantshall, at its own cost and expense, defend any and all actions, suits andproceedings which may be brought against, and Tenant shall pay, satisfy anddischarge any and all judgments, orders and decrees which may be made orentered against, Landlord, its principals, disclosed or undisclosed, withrespect to, or in connection with, any of the foregoing. The comprehensivegeneral liability coverage maintained by Tenant pursuant to this Lease shallspecifically insure the contractual obligations of Tenant as set forth in this Article and/oras provided in this Lease.

 

(C)                                IfLandlord is made a party to any action, Landlord shall be entitled to appear,defend or otherwise take part in the matter involved, at its election, bycounsel of Landlord’s own choosing, at Tenant’s cost and expense, provided suchaction by Landlord does not limit or make void any liability of any insurer ofLandlord or Tenant hereunder in respect to the claim or matter in question.

 

CERTIFICATIONS

 

59.                                 Tenantshall, without charge, at any time and from time to time, within five daysafter written request from Landlord, certify by written instrument, dulyexecuted, acknowledged and delivered, to Landlord or, at Landlord’s request, toany mortgagee, assignee of any mortgage

 

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or purchaser, orany proposed mortgagee, proposed assignee of any mortgage or proposedpurchaser, or any other person, firm or corporation specified by Landlord:

 

(i)                                     thatthis lease is unmodified and in full force and effect (or, if there has beenmodification, that the same is in full force and effect as modified and statingthe modifications);

 

(ii)                                  whetheror not either Landlord or Tenant is in default in the performance of any of theterms, covenants or conditions of this lease and, if in default, specifyingeach such default; and

 

(iii)                               thedates, if any, to which the fixed minimum rent, additional rent and othercharges hereunder have been paid in advance.

 

It is intendedthat any such certificate delivered pursuant to this Article may be reliedupon by Landlord, by any prospective purchaser of the building, the mortgageeof any mortgage, and by any other person, firm or corporation specified byLandlord.

 

In the eventTenant may require a similar certificate, Landlord shall provide same.

 

NO LIENS, ENCUMBRANCES

 

60.                                 (A)                              Noperson or entity other than Landlord shall have any power, right or authorityto do or allow any act or make any contract which would create any lien,mortgage or other encumbrance upon the demised premises or the parcel of landon which the demised premises is located, or of any improvements thereon, or ofany interest of Landlord therein. Nothing contained in this lease shall be deemedor construed in any way as constituting the consent or request of Landlord,express or implied, by inference or otherwise, to any contractor,subcontractor, architect, laborer or materialman for the performance of anylabor or the furnishing of any material for, in, to or on the demised premises.If Tenant shall cause or allow any installation, alteration, addition,decoration, repair, replacement, renewal or improvement to be made to thedemised premises or to the building, or cause or allow any labor to beperformed or material to be furnished therein or thereon, or purchase anyfixtures, chattels or equipment for use in the demised premises, neitherLandlord nor the demised premises nor the land or building shall be liable forthe payment of any expense incurred or for the value of any work done ormaterial furnished, or fixtures, chattels or equipment purchased for use in thedemised premises, but all such installations, alterations, additions,decorations, fixtures, chattels and equipment, repairs, replacements andimprovements and labor, services and materials shall (except as hereinafterexpressly provided) be made, furnished and purchased for cash and withoutchattel mortgage financing or any other form of financing at Tenant’s ownexpense, and Tenant shall be solely and wholly responsible to its contractors,subcontractors, laborers, suppliers, architects and materialmen who perform orfurnish such labor services and/or material, fixtures, chattels and equipment.Under no circumstances shall Tenant at any time purchase and/or install anyfurniture, furnishings, fixtures, chattels or equipment for use in the demisedpremises, nor any additions thereto, or any renewals thereof or replacements orsubstitutions therefor, upon terms and conditions wherein and whereby a lienshall or may be filed against the real estate, or against Landlord or its titleor interest in the real estate. Notwithstanding the foregoing, Tenant shall not

 

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be prohibited fromencumbering its furniture and such of its equipment located in the demisedpremises as shall constitute solely personal property and which shall notbecome or be deemed to become part of the realty, and such of its tradefixtures as may be removed without damage or injury to the realty, by securityagreements executed under the Uniform Commercial Code and from filing FinancingStatements (UCC-1’s) appropriately with governmental authorities in connectionwith such security agreements.

 

(B)                                Theparticipation by Landlord or of any of Landlord’s representatives in anyconference with any architect, engineer, contractor, subcontractor,materialman, laborer or other person or firm retained by Tenant to perform workor furnish labor or services for the demised premises, shall not make Landlordor any of Landlord’s representatives liable for the payment of any portion ofthe cost of such work, or entitle any architect, engineer, contractor,subcontractor, materialman or laborer to file any mechanic’s lien against thedemised premises, or the building of which the same form a part, or againstLandlord.

 

(C)                                Thislease shall constitute notice to the world that no mechanic’s lien may or canbe filed validly against Landlord in connection with the demised premises,without Landlord’s express written consent thereto, at any time throughout theterm of this lease. Any mechanic’s lien filed against the demised premises, orthe building of which the same form a part, for work claimed to have been donefor or materials claimed to have been furnished to Tenant, (a) shall bedischarged of record by Tenant at Tenant’s expense within thirty (30) daysafter written notice thereof by Landlord, by payment, deposit, bond and orderof a court of competent jurisdiction, or otherwise, as may be required by lawand (b) either a release or satisfaction of lien shall be filed with theCounty Clerk of the county in which the Building is situated within such thirty(30) day period, and (c) a copy of such release or satisfaction, as thecase may be, certified by the County Clerk shall be delivered to Landlordwithin three (3) days after such filing. Tenant’s failure to do so shallbe deemed a material breach of this lease.

 

(D)                               Inthe event such mechanic’s lien is not discharged timely, as aforesaid, Landlordmay discharge same for the account of and at the expense of Tenant by payment,bonding or otherwise, without investigation as to the validity thereof or ofany offsets or defenses thereto, and Tenant, within five (5) days afterbeing billed therefore, shall promptly reimburse Landlord, as Additional Rent,for all costs, disbursements, fees and expenses, including without limitation,legal fees, incurred in connection with so discharging said mechanic’s lien,together with interest thereon from the time or times of payment untilreimbursement by Tenant. Tenant shall, within fifteen (15) days of demandtherefore by Landlord, pay to Landlord as Additional Rent, Landlord’sreasonable legal fees and disbursements, but the foregoing shall not limit theextent of Tenant’s liability as set forth above.

 

(E)                                 Inthe event such mechanic’s lien is not discharged timely, as aforesaid,Landlord, in addition to all other rights granted to Landlord in this Lease andwithout limitation, may institute a dispossess summary proceeding based uponsuch failure to discharge any such lien. In the event Tenant fails to deliverto Landlord the certified copy of the release or satisfaction requiredhereunder within the time period provided for the delivery thereof to Landlord,Landlord shall have the right to assume that such mechanic’s lien has not beendischarged and Landlord shall have all of the rights and remedies provided forherein based upon Tenant’s failure to discharge any such lien.

 

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(F)                                 Itis further expressly understood and agreed between the parties hereto thatLandlord may apply all or a portion of the security deposit made by Tenanthereunder toward discharging any such mechanic’s lien and the cost, expenses,fees and disbursements, including, without limitation, legal fees, inconnection therewith. Upon notification by Landlord of the application of allor a portion of the security deposited by Tenant, Tenant shall, within five (5) daysafter receipt of said notice, restore the security deposit to such amount heldby Landlord prior to application thereof. Tenant’s failure or refusal torestore the security as aforesaid within said five (5) day period shallconstitute a material default under this Lease.

 

TENANT’S OPERATING OBLIGATIONS

 

61.                                 Tenantcovenants and agrees that during the term of this Lease:

 

(A)                              Tenantshall at its sole cost and expense obtain and maintain throughout the term ofthis lease all licenses, permits and authorizations required in order to enableit to properly and lawfully conduct its business in the demised premises, itbeing expressly understood and agreed, however, that the failure on the part ofTenant to obtain or to maintain any of such licenses, permits orauthorizations, or extensions or renewals thereof, shall not release or relieveTenant from the performance and observance by it of all of its obligationsunder this lease. Tenant covenants and agrees that, upon written request ofLandlord, it shall, within thirty (30) days from the date of the request,furnish Landlord with an up-to-date copy of any permit or license required byany authority having jurisdiction therein for Tenant to conduct business at thedemised premises. In the event Tenant fails to submit to Landlord, upon request,the items called for hereunder, such failure shall be a default under the termsof this Lease.

 

(B)                                Tenantshall maintain any plumbing in the demised premises and shall not dispose ofany foreign substances in the plumbing facilities which are damaging to theplumbing or which are illegal to dispose of through the plumbing. Tenant shallnot permit any waste, or other foreign substances to be thrown or drawn intothe pipes. Tenant shall maintain the plumbing in good order, repair andcondition, and repair any damage resulting from any violation of thisparagraph. At Tenant’s sole cost and expense Tenant shall make any repairs tothe other plumbing in the Building, if damage results from Tenant’s improperuse of the plumbing in the Building or demised premises.

 

(C)                                Tenantshall retain a licensed professional exterminating service which will servicethe demised premises, if necessary, so as to keep the demised premises free ofvermin.

 

(D)                               Tenantagrees that (i) Landlord shall have the right to prohibit the use byTenant of any method of operation, advertising or interior display if, inLandlord’s reasonable opinion, the use thereof would impair the reputation ofthe building in which the demised premises are located, or is otherwise out ofharmony with the general character thereof, and upon notice from Landlord, Tenantshall forthwith refrain from or discontinue such activities, (ii) Tenantwill, upon Landlord’s request, reprimand any of Tenant’s employees who shallviolate any of the provisions of this Lease or the rules and regulationsrelating to the Building, and (iii) Tenant will not encumber or obstructor permit to be encumbered or obstructed any hallway, service elevator,stairway or passageway in the Building.

 

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(E)                                 Tenantcovenants and agrees that throughout the term, it shall not unreasonablysuffer, allow or permit any offensive or obnoxious vibration, noise, odor orother undesirable effect to emanate from the demised premises, or any machineor other installation therein, or otherwise unreasonably suffer, allow orpermit any such obnoxious vibration, noise, odor or other undesirable effect toconstitute a nuisance or otherwise interfere with the safety, comfort orconvenience of Landlord, or other tenants, occupants, customers agents, orinvitees or any other person(s) lawfully in or upon the Building and uponLandlord’s notice to Tenant, Tenant shall within fifteen (15) days thereofremove or control the same, and if any such condition is not so remedied, thenLandlord may, at its discretion, either: (i) cure such condition and addany cost and expense incurred by Landlord therefore to the next installment ofMinimum Rent due under this Lease, and the Tenant shall then pay said amount asAdditional Rent hereunder; or (ii) treat such failure by Tenant to remedysuch condition as a material default of this Lease, entitling the Landlord toany of its remedies pursuant to the terms of this Lease.

 

(F)                                 Tenantshall, throughout the term of this Lease, maintain, repair, service and replacewhen necessary, all doors leading into and out of the demised premises and allhardware appurtenant thereto, including, but not limited to, locks, hinges,silencers, door stops, door jams, door closers, latchsets, flushbolts, doorframes, thresholds and door knobs. Landlord shall have no liability orobligation whatsoever regarding the maintenance, repair, service andreplacement of the foregoing.

 

(G)                                IntentionallyOmitted.

 

(H)                               Tenantwill accumulate all of its garbage, rubbish and refuse (which term “refuse” asused in this lease shall mean and include, but not be limited to crates, boxes,containers, papers, bottles, and similar items) for disposal only within theinterior of the demised premises and in well covered sealed sanitary plasticbags or containers designed to prevent odors and vermin of any kind fromemanating therefrom. Tenant shall further handle and dispose of all rubbish,garbage and waste from Tenant’s operations in accordance with rules andregulations established by Landlord.

 

(I)                                    Tenantshall not change (whether alteration, replacement, rebuilding or otherwise) theexterior color and/or architectural treatment of the demised premises or of theBuilding or any part thereof without the approval of Landlord not to beunreasonably withheld or delayed.

 

(J)                                   Tenantshall not subject any fixtures or equipment in or on the demised premises whichare affixed to the realty, to any mortgages, liens, conditional salesagreements, security interests or encumbrances.

 

(K)                               Tenantshall not perform any act or carry on any practice which may damage, mar ordeface the demised premises or any other part of the Building.

 

(L)                                 Tenantshall not install, operate or maintain in the demised premises any electricalequipment which will overload the electrical system therein, or any partthereof, beyond its reasonable capacity for proper and safe operation, asdetermined by Landlord, in light of the overall system and requirementstherefore in the Building, or which does not bear

 

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underwriters’approval. Landlord recognizes and agrees that Tenants installation ofcomputers, typewriters, printers, as well as other typical office equipment, aswell as the installation of a T-1 line and fiber optics will not affect same.

 

(M)                            Tenantshall not suffer, allow or permit the erection or display in, on or from thedemised premises any exhibits, banners, decorations, flags, bunting or anyother similar or dissimilar kind or form of description or display withoutLandlord’s prior written consent in each instance not to be unreasonablywithheld or delayed.

 

(N)                               Tenantshall not record or attempt to record or permit the recording of this lease,any memorandum of this lease, any assignment of this lease, any sublease of thedemised premises or any other instrument relative to this lease.

 

HAZARDOUS MATERIALS

 

62.                                 (A)                              Tenantshall not deposit, dump, store or pour on any part of the soil of the demisedpremises, or permit the accumulation on the demised premises of dry or liquidwaste, chemicals, solvents or other material, garbage, property no longer usedby Tenant or any other substance or material which, if left on the demisedpremises, could cause injury to the health of or discomfort to persons in theneighborhood or on the demised premises, or adversely affect the environment ofthe demised premises, including the air above and the ground below andsurrounding the demised premises, nor shall Tenant permit its subtenants,guests, contractors or any other person to do any of the foregoing. Tenant, atits expense, shall promptly remove or cause the removal of, or of permitted byapplicable law encapsulate, all such material located at the demised premisesin compliance with this Lease and all applicable laws.

 

(B)                                (i)                                     Theterm “Hazardous Substances”, as used in this Lease shall not include commoncleaners but shall include, without limitation, flammables, explosives,radioactive materials, asbestos, chloroflouorocarbons (CFCs),polychlorinatedbiphenyls (PCBs), chemicals known to cause cancer orreproductive toxicity, pollutants, contaminants, hazardous wastes, toxicsubstances or related materials, petroleum and petroleum products andsubstances declared to be dangerous, hazardous or toxic under any Law orregulation now or hereafter enacted or promulgated by any GovernmentalAuthority. Notwithstanding anything to the contrary set forth in this Article,cleaning fluids, detergents and other supplies customarily used in connectionwith the maintenance and repair of real property similar to the Leased Premisesin comparable areas shall be permitted to be stored and used for such purposesin compliance with all Laws.

 

(ii)                                  Withoutlimiting the generality of any other provision of this Lease, Tenant shall notcause or permit to occur:

 

(a)                                  Anyviolation of any federal, state or local law, now or hereafter enacted, relatedto environmental conditions on , over, under or about the demised premises, orarising from Tenant’s use or occupancy of the demised premises, including, butnot limited to, ozone, soil and ground water conditions; or

 

(b)                                 Theuse, generation, release, manufacture, refining, production, processing,storage or disposal of any Hazardous Substance on, over, under, or about

 

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the demisedpremises, or the transportation to or from the demised premises of anyHazardous Substance.

 

(iii)                               Tenantshall, at Tenant’s own expense:

 

(a)                                  Complywith all laws regulating the use, generation, storage, removal, transportation,disposal, encapsulation or remediation of Hazardous Substances, to the extentrelating to Hazardous Substances located at the demised premises, except withrespect to those Hazardous Substances existing at the Demised Premises prior toTenant’s occupancy or if cause by Landlord or other tenants thereof;

 

(b)                                 Makeall submissions to, provide all information required by, and comply with allrequirements of all governmental authorities required under the laws to theextent relating to Hazardous Substances located at the demised premises;

 

(c)                                  Prepareand submit the required plans and all related bonds and other financialassurances and carry out all such cleanup plans should any governmentalauthority asserting appropriate jurisdiction demand that a cleanup plan beprepared and that a cleanup be undertaken because of any deposit, spill,discharge or other release of Hazardous Substances at or from the demisedpremises; and

 

(d)                                 Promptlyprovide all information regarding the use, generation, storage, transportationor disposal of Hazardous Substances that is requested by Landlord.

 

(iv)                              IfTenant fails to fulfill any duty imposed under subparagraph (iii) within areasonable time, Landlord may, after reasonable prior notice to Tenant, do so,and in such case, Tenant shall cooperate with Landlord in order to prepare alldocuments Landlord deems necessary or appropriate to determine theapplicability of the Laws to the demised premises and Tenant’s use thereof, andto comply therewith and Tenant shall execute all documents promptly uponLandlord’s request. No such action by Landlord and no attempt made by Landlordto mitigate damages under any Law shall constitute a waiver of any of Tenant’sobligations under this Section. Tenant’s obligations and liabilities under thissubparagraph (iv) shall survive the expiration or earlier termination ofthis Lease.

 

(v)                                 Tenantshall indemnify, defend and hold harmless Landlord and its officers, directors,beneficiaries, shareholders, partners, agents and employees from all fines,suits, procedures, claims and actions of every kind, and all costs associatedtherewith (including reasonable attorneys’ and consultants’ fees) arising outof or in any way connected with any deposit, spill, discharge or other releaseof Hazardous Substances at or from the demised premises caused by Tenant, orfrom Tenant’s failure to provide all information, make all submissions and takeall steps required by all governmental authorities under applicable laws andall environmental laws required of Tenant as provided herein. Tenant’sobligations and liabilities under this subparagraph (v) shall survive theexpiration or earlier termination of this Lease.

 

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GOVERNING LAW

 

63.                                 ThisLease shall be governed by, and construed and interpreted in accordance with,the laws of the State of New York.

 

JURISDICTION

 

64.                                 Forpurposes of settling any and all disputes hereunder, each party hereto submitsitself to the personal jurisdiction of any court, federal or state, sitting inthe State of New York.

 

AIR RIGHTS

 

65.                                 (A)                              ThePremises are let to TENANT subject to all applicable laws, rules, regulations,orders, covenants, restrictions and easements and to the reservation byLANDLORD of all air rights above, around and about the Premises and the rightto increase the size of the building of which the Premises form a part or thebuildings surrounding the same, based on the air rights appurtenant thereto.

 

(B)                                TENANTunderstands and agrees that LANDLORD, and anyone claiming by, through or underLANDLORD, may from time to time undertake alterations or additions to thebuilding of which the Premises form a part or any lands added thereto,construct additional buildings or improvements thereon and make alterationsthereto, build additional stories on any of the same, construct multi-story,elevated or underground facilities therein, and construct roofs, walls, and anyother improvements over, to or in connection with any part thereof. No easementfor light or air is included in or appurtenant to the demise of the Premises orto TENANT’S rights pursuant to this Lease.

 

(C)                                LANDLORDshall have the sole right, without TENANT’S consent to use, sell, assign, leaseor otherwise dispose of any and all right, title and interest in and to any airrights and development rights relating to the Premises and/or the landthereunder. In the event of any such use, sale, assignment, lease or otherdisposition thereof by LANDLORD, LANDLORD shall be entitled to receive all sumsderived therefrom. TENANT shall not be deemed an interested party and as suchrequired to waive any interest therein. Nonetheless, TENANT shall, upon requestby LANDLORD, promptly execute any waiver or other documents that LANDLORD maydeem necessary in connection with LANDLORD’S disposition of any such rights.TENANT hereby irrevocably appoints LANDLORD the attorney-in-fact of TENANT forthe purpose of executing any such waivers or other documents.

 

(D)                               TENANTshall not increase the height, bulk or floor area of the Premises or construct,place or erect anything on the roof of the building of which the Premises forma part or install machinery, equipment or any other object on the roof of saidpremises or take any action which might or will adversely affect or reduce theamount of air rights or development rights which are applicable to saidpremises and to the land thereunder.

 

REMAINDEROF PAGE INTENTIONALLY LEFT BLANK

 

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IN WITNESSWHEREOF, Landlord and Tenant have respectively signed this Lease as of the dayand year first written above.

 
|   |                               |   |
|--------|------------------------------------|--------|
|   | Garden Spires Associate LP         |   |
|   |                               |   |
|   | By:                                |   |
|   |                               |   |
|   |                               |   |
|   |                               |   |
|   | American Medical Alert Corporation |   |
|   |                               |   |
|   | By:                                |   |

 

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**SCREDULE A**

 

Floor Plan

 

 

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**SCHEDULE B**

 

Landlord’s Work

 

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Dear Steve,

 

Please review thefollowing Construction Guidelines for HLINK’s Third Floor Build-Out, at theabove referenced location, incorporating all the changes you requested earliertoday (shown with blue text).

 

**CONSTRUCTIONGUIDELINES:**

**(ThirdFloor Space - Approximately 5,072 Usable Sq. Ft.)**

 

**A.**                                    GeneralConstruction Notes

** **

1.                                       Allwork shall comply with all applicable Local and Municipal Building Codes, aswell as any and all regulatory agency requirements, including, but not limitedto OSHA, etc. The following General Construction Notes shall apply to allConstruction and Drawings.

 

2.                                       Allwork, whether shown or implied, unless specifically questioned shall beconsidered fully understood in all respects by the General Contractor and theGeneral Contractor will be responsible for any misinterpretations orconsequences thereof.

 

3.                                       Subcontractorshall submit in triplicate Shop Drawings, Product Data and Samples as required,to the General Contractor. The General Contractor shall review and approve allrequired Shop Drawings, Product Data and Samples prior to submitting toArchitect for review.

 

4.                                       Allwork is to conform to the Architectural Drawings and Specifications and shallbe new and the best quality of the kind specified. All work is to comply withapplicable industry standards.

 

5.                                       Nomaterial substitutions shall be made without prior written approval from theArchitect. The Architect will consider material change requests on anindividual basis. General Contractor shall submit Samples and Cuts for reviewto the Architect prior to the start of any work of that trade.

 

6.                                       Allmanufactured articles, materials, and equipment shall be supplied, installed,connected, erected, used, cleaned and adjusted as directed by themanufacturers, unless otherwise specified on the Drawings.

 

7.                                       TheGeneral Contractor shall coordinate, remove and dispose of all rubbish, debris,etc. on a regular basis and in a legal manner. The General Contractor shallkeep the work area safe and reasonably clean at all times.

 

8.                                       Allgypsum board shall be installed vertically in full length section U.O.N.

 

9.                                       Metaltrim, Corner Beads, etc. Shall be installed at all exposed drywall edges,terminations, etc. Metal Trim shall be Type #200 Series, Corner Beads shall beType #100 Series, Control Joints shall be #093, all Galvanized Steel asmanufactured by U.S. Gypsum or approved equal.

 

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10.                                 GeneralContractor shall be responsible for taping and spackling of gypsum boardinstalled, as well as patching and repairing all walls, ceiling and columns toremain as existing.

 

11.                                 AllGypsum Board Partitions shall be properly braced.

 

12.                                 Providedouble studs @ all Door jambs. Mechanically fasten studs together @ 30” O.C.Maximum. If Door is over 42” wide or if opening Double Doors use (2) 20Ga. Stl. Studs. At head of Doors over 4’-0” wide use (2) 20 Ga. Stl.Studs. See Door & Frame Schedule & Details.

 

13.                                 AllDoors, existing and new, opening onto carpeted areas to be undercut 1/2” A.F.F.U.O.N.

 

14.                                 AllDoors, new and existing, shall have Silencers. Door Stops to be floor mountedtype. See Hardware Schedule (8-1/2” x 11” format to follow).

 

15.                                 Alllock sets shall be master keyed as required by building management.

 

16.                                 ProvideAccess Doors as required for Plumbing, HVAC, Electrical etc., As required bycode. Location to be approved by Architect.

 

17.                                 AccessDoors in drywall shall be flush mounted with drywall bead frames concealed withjoint compound. In Hung Ceilings, use narrow edge frames with recessed Doorpanels filled with matching material.

 

18.                                 Generalcontractor shall furnish and install fireproof blocking in ceiling (and BlindPockets) and Partitions as required for a complete installation.

 

19.                                 Providefire retardant treated wood at all locations required by NYC Codes.

 

20.                                 G.C.To provide and install temporary Lighting, Fire Extinguishers and any otherfire safety precautions as required throughout all phases of construction asrequired by all applicable NYC Codes.

 

21.                                 AllElectrical Work shall conform to all applicable Federal, State and LocalBuilding Codes.

 

22.                                 AllElectrical Receptacles, Switches, Dimmers & Cover Plates to be white(U.O.N.) all Electrical Receptacles to be grounding Duplex Receptacles. LightSwitches to be A/C quiet grounding standard Lutron Toggle. Dimmer Switch to beLutron Slide Dimmers. Refer to Dwg. # A10.1 for additional Notes andEngineering Dwgs. for Specifications.

 

23.                                 NoFloor or Wall Outlets shall be connected to Lighting Circuits U.O.N.

 

24.                                 TheGeneral Contractor shall coordinate all work shown on the MEP Engineering andArchitectural Drawings and shall be responsible for pointing out any conflictsor omissions. Dimensions on Architectural Drawings take precedence overconflicting dimensions on Engineering Drawings.

 

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25.                                 TheElectrical Contractor shall include and coordinate electrical requirements forHVAC.

 

26.                                 TheElectrical Subcontractor shall connect, disconnect and provide necessary runsas per Construction Documents.

 

27.                                 GeneralContractor is to verify that there is sufficient power available to completethe installation as indicated. General Contractor is to notify the Architect assoon as possible of any condition that would prevent or delay the installationas indicated.

 

28.                                 AllElectrical Devices shall be U.L. Labeled.

 

29.                                 ElectrifiedDoor Hardware to be finished and installed by Electrical Contractor.

 

30.                                 ElectricalHardware to be connected to Building Class ”E” System as indicated onHardware Schedule.

 

31.                                 NoCeiling breaks will be permitted within a Room unless otherwise noted.

 

32.                                 AllHVAC Air Return Grills shall be located as per Drawings. Should field conditionprevent designated location, alternate location is subject to Architect’s approval.

 

33.                                 GeneralContractor shall provide a composite Ceiling Plan and necessary Shop Drawingscoordinating all Trades, showing the location of existing and new structure,suspension members, ceiling grid, light fixtures, all HVAC work, fascias andsoffits, piping, plumbing, Exit Lights and all other items penetrating orattached to ceiling.

 

34.                                 Cutopenings in Gyp. Bd. Partitions above Suspended Ceiling to meet HVAC Air Returnrequirements per HVAC Drawings where full height Partitions extend to Slab, allopenings for ducts, and electrical penetrations must be kept to a minimum size.Openings around all penetrations to be sealed tight with Manufacturer’srecommended sealant. See HVAC Drawings for additional information.

 

35.                                 Allwalls shall be properly prepared (spackled, sanded, etc.) for painting or Wallcovering as per Manufacturer’s Specs.

 

36.                                 Allsurfaces which are to be painted shall receive one (1) coat of primer andtwo (2) finish coats of paint (three total coats).

 

37.                                 PaintingSubcontractor to provide (3) sets of “Drip-Down” paint samples toArchitect for review and approval prior to painting for verification of coloraccuracy.

 

38.                                 Allwalls and freestanding columns scheduled for paint to be painted “flat” exceptPantry, Lunchroom, Vending Room, Locker Room & Toilet Room to bepainted “Eggshell”. all Doors, Frames and Convector Enclosures shall be paintedalkyd semi-gloss. All Convectors to be painted to match adjacent wall color.All base panels of Convectors to be painted black with Matte Finish.

 

39.                                 DoorFrames are to be painted the same color on both sides.

 

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40.                                 Allpaints shall be applied in accordance with Manufacture’s Specifications for theparticular surface.

 

41.                                 AllWall covering to be inspected for dye lot and any imperfections or defectsprior to installation. If a problem occurs, the Architect is to be notifiedprior to installation.

 

42.                                 Samplesof all non-paint finishes specified shall be submitted in triplicate toArchitect prior to commencement of the work. All samples are to be taken fromthe most current dye lots.

 

43.                                 Allselvage edges of Wall covering is to be installed per Double-Cut InstallationMethod.

 

44.                                 Allpretrimmed Wall covering to be installed with butt seams.

 

45.                                 Fabricor Vinyl Wall covering to be installed prior to Wall Base.

 

46.                                 ConcreteSlab to be properly flashed and leveled before the installation of flooringmaterials. The Slabs must be structurally sound, free of all dirt, dust,sealing compounds, and other surface contaminants prior to installation.Maximum variation in the concrete slab shall not exceed 1/8” in 10’-0”.

 

47.                                 Provideand install a 4” straight Wall Base in all carpeted areas. All straight WallBase to be installed after carpet installation.

 

48.                                 Provideand install a 4” cove Wall Base in all resilient floor areas.

 

49.                                 AllSaddles and/or Rubber Reducing Strips to be furnished and installed byCarpeting Contractor. Carpeting Subcontractor is to submit samples forArchitect’s approval prior to installation.

 

50.                                 FlooringSubcontractor shall inspect the Concrete Slab Sub-Floors before commencement ofwork. Flooring Subcontractor shall notify the Architect in writing, immediatelyafter the inspection, of any conditions which will prevent him from producingsatisfactory finished work.

 

51.                                 AllFloor slabs must be free of dust, oil and all foreign matter. The Building mustbe preheated to a minimum of 65 degrees f., 24 hours prior to installation. AnyCracks 1/16” or more, holes and other unevenness must be filled with latex basefloor filler, high spots must be leveled. All Floors must be swept clean, wetmopped with warm water and swept again. If sweeping leaves a residue, floorsshall be vacuumed.

 

52.                                 CarpetSubcontractor shall assume full responsibility for any unacceptable finish workcaused by sub-floor conditions. Carpet Subcontractor is to submit a minimum of (2) seamingdiagrams for Architect’s review prior to commencement of installation.

 

53.                                 Anynecessary carpet cross joints, due to length of rolls received, shall be placedto avoid occurrence at conspicuous locations, near Doors, or at pivot pointsand must be reviewed by the Architect prior to seaming. No seams shall occurperpendicular to doors and entries. Seams occurring parallel to Doors shall becentered directly under the Door.

 

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54.                                 CarpetLength seams shall be trimmed and seamed in accordance with the Manufacturer’sSpecifications.

 

55.                                 Carpetsshall be laid with tight butt seams.

 

56.                                 TheMethod of Carpet installation is to be Direct Glue Down.

 

57.                                 Uponcompletion of the work the Carpet Contractor shall remove from the premises allwaste materials, rubbish, wrapping, salvages and containers.

 

58.                                 Allexcess pieces of usable Carpet shall be rolled, tagged and left with the Tenantfor their future use.

 

59.                                 Spots,and/or smears of Carpet Cement shall be promptly removed with approved solvent.

 

60.                                 Floorcovering in Closets shall be the same as that of the space onto which theCloset opens.

 

61.                                 Atall Broadloom Carpet installations, the Carpet Installer is responsible fortrimming at all seams where fraying occurs due to cutting of loops during theinstallation.

 

62.                                 MillworkSubcontractor shall provide and install all grounds and blocking related toCabinetwork and must schedule and coordinate same with General Contractor.

 

63.                                 Millworksubcontractor is responsible for finishing of all Cabinetwork.

 

64.                                 MillworkSubcontractor shall provide and install all hardware required for finishedinstallation of Cabinetry and Doors fabricated and installed by the CabinetSubcontractor.

 

Millwork Subcontractor isto submit catalog cuts of all specified hardware to Architect for review priorto fabrication.

 

65.                                 MillworkSubcontractor is responsible for coordinating and scheduling his work with theGeneral Contractor.

 

66.                                 MillworkSubcontractor shall verify all dimensions and condition related to Millwork atjob site.

 

67.                                 MillworkSubcontractor to furnish Shop Drawings to Architect for approval of all itemsprior to fabrication.

 

68.                                 Nofield finishing of Millwork other than minor touch-up will be permitted.

 

69.                                 AllCabinetry to be A.W.I. Premium Grade.

 

70.                                 Combustibleblocking and grounds shall not be built into Fire Rated Partitions.

 

71.                                 Providefire retardant treated wood at all locations required by NYC Bldg. Code.

 

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72.                                 AllMillwork substitutions must be reviewed and approved by Architect prior tofabrication.

 

**B.**                                    CallCenter ( ERC/Customer Service/SafeCom/Supervisors/Tech Support ) and MiscSupport Spaces

 

1.                                       (1) 12’-O”x 16’-O” Reception Area located along the Public Corridor nearest the BuildingElevators. Provide and install a Double Glass (Herculite) or equal) EntranceDoor with Corner Shoes housing concealed Closers, Stainless Steel PushlPullBars, and Electromagnetic Locks released via Wall and Desk Mtd. Door ReleasingDevices tied into the Building Class ’E’ Fire Safety System. Provide andinstall (1) Quadruplex Electrical Outlet, (1) Duplex ElectricalOutlet, and (1) Tele/Data Outlet at the Reception Desk. Provide andinstall (1) Duplex Electrical Outlet , and (1) Tele/Data Outlet inthe Waiting Area. All Floors are to receive a continuous level layer of new 3/4”thick. Fire Rated Plywood Sub flooring. The new Sub flooring is to be flashedlevel to receive the upgraded Broadloom Carpeting with an 10’ x 8’ inlay ofAccent Broadloom Carpeting similar to HLINK’s 1st Floor. The Walls are to beprepared to receive two (2) of the specified Wall coverings (one as asingle wall Accent Wall covering). The Ceilings are to be Standard 2’ x 2’ HungCeilings Tiles and Grid with Standard 2’ x 4’ Clg. Recessed Fluorescent LightFixtures.

 

2.                                       (2) 2’- 0” D x 7’ - 0” L (Employee and Guest) Coat Closets with a continuous 15” DBirch Veneer Plywood Hat Shelf and 1” Dia. Chrome Coat Rod. All Floor, Wall,and Ceiling finishes are to match the adjoining room(s). Provide and install aBuilding Standard Double Door with Single Dummy Trim and Heavy Duty Magnetic Catches.

 

3.                                       (1) 14’-0”x 24’-0” Conference Room to seat (16) People located on the PublicCorridor side of the floor. The Floor Slabs are to be flashed level to receivethe upgraded Broadloom Carpeting. The Room is to receive (1) FloorMtd. Quadruplex Electrical Outlet, and (1) Floor Mounted Tele/Data Outletboth located under the Conference Table; and (4) Wall Mtd. DuplexElectrical Convenience Outlets and (2) Tele/Data Outlets located aroundthe room. The Ceilings are to be standard 2’ x 2’ Hung Ceiling Tiles and Gridwith (3) 8’ L Linear Pendant Mtd. (end-to-end) Indirect Fluorescent LightFixtures located down the center of the room. The perimeter of the room is toreceive a series of the specified Wall washers and Down lights, mtd. at 6’ O.C.max., to be operated with Dimmer Switches at the main entrance door. All Floorsare to receive a continuous level layer of new 3/4” thick. Fire Rated PlywoodSub flooring. The new Sub flooring is to be flashed level to receive theupgraded Broadloom Carpeting and Flat Wall Base Throughout. Provide and install(1) Ceiling Recessed Motorized Roll-Down Project Screen with Wall MtdControl Switch adjacent to Light Switches. All Walls are to receive one of thespecified Wall coverings. The Conference Room is to have (2) BuildingStandard Single Doors with Conf. Rm. Function Hardware.

 

4.                                       (1) LargeOpen Call Center to fit (38) Total Work Stations (supplied by Tenant) to belocated centrally in the Third Floor Space. The Work Stations consist of (2) +1-6’x6’ Supervisor Work Stations, (2) +1- 6’x6’ Technical Support WorkStations, (8) 4’-6” Wide ERC Work Stations, (20) 3’-6” Wide CustomerService Work Stations, (3) +/- 6’X6’ Safe Comm Work Stations, and (3) +/-6’x6’ Future Safe Comm Work Stations. Each cluster of Work Stations willrequire a ‘J’ Box Electrical Feed Connection Circuited so that each WorkStation receives (2)

 

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Duplex ElectricalOutlets for Tenant’s PC’s and (1) Duplex Electrical Outlet forConvenience. Each cluster of work stations will also require a ‘J’ Box Feed forthe Tele/Data cabling (Supplied by Tenant). The Open Call Center will receive adiagonal pattern of end-to-end Pendant Mtd. Indirect Linear Fluorescent LightFixtures spaced no more than 10’ - 0” O.C (Per 1st Fl. Fix. Spec). All Floorsare to receive a continuous level layer of new 3/4” thick. Fire Rated PlywoodSub flooring. The new Sub flooring is to be flashed level to receive thespecified Carpet Tile with Flat Wall Base throughout. All Walls are to receivethe specified General Wall Paint with one side of the Call Center to receive anAccent Wall Paint Color and the opposite side to receive one of the specifiedWall coverings. The Ceilings are to be the specified 2’x2’ Upgraded High STCAcoustic Hung Ceiling Tiles and Grid throughout.

 

5.                                       (1) 10’x 18’ Two Person Occupancy Office to be located on the Perimeter Windows. AllFloors are to receive a continuous level layer of new 3/4” thick. Fire RatedPlywood Sub flooring. The new Sub flooring is to be flashed level to receivethe upgraded Broadloom Carpeting with Flat Wall Base throughout. The Office isto receive (2) Quadruplex Electrical Outlet for Tenant’s PC’s, and (2) DuplexElectrical Convenience Outlets at the desks. The Ceilings are to be standard 2’x2’Hung Ceiling Tiles and Grid with (3) 2’ x 4’ Recessed Fluorescent LightFixtures. All Walls are to receive General Wall Paint. (2) 4’ H x 6’ WTilted Glass Vision Panels are to be located on either side of the standardOffice Entrance Door with Office Function Hardware.

 

6.                                       (2) 10’x 12’ Private Office to be located on the Perimeter Windows. All Floors are toreceive a continuous level layer of new 3/4” thick. Fire Rated Plywood Subflooring. The new Sub flooring is to be flashed level to receive the upgradedBroadloom Carpeting with Flat Wall Base throughout. The Office is to receive (1) QuadruplexElectrical Outlet for Tenant’s PC’s and (1) Duplex Electrical ConvenienceOutlet. The Ceilings are to be Standard 2’x2’ Hung Ceiling Tiles and Grid with (2) 2’x 4’ Recessed Fluorescent Light Fixtures. All Walls are to receive General WallPaint. A 4’ H x 6’ W Tilted Glass Vision Panel is to be located adjacent to astandard Office Entrance Door with Office Function Hardware.

 

7.                                       (1) Pantryto seat (12) People to have (10) Linear Ft. of Millwork Base and UpperCabinets with (2) Adjustable Shelves per Cabinet. The Millwork is toaccommodate a place for an ADA Sink, Refrigerator, (2) Microwaves on UpperCabinet Shelves, and a Dishwasher. The Base Cabinets should have one set ofDrawer Cabinets. All Floors are to receive a continuous level

 

layer of new 3/4” thick.Fire Rated Plywood Sub flooring. The new Sub flooring is to be flashed level toreceive the specified (3) VCT Color Pattern Layout similar to HLINK’s 1stFloor Pantry. All Walls are to receive the specified General Wall Paint. TheCeilings are to be the specified Standard 2’x2’ Hung Ceiling Tiles and Gridwith 2’ x 4’ Recessed Fluorescent Light Fixtures no more than 8’ 0” O.C. ThePantry will be located against the perimeter wall and face the Open Call Centerhaving a 8’ H x 8’ W x 3/8” thick. Clear Tempered Glass Vision Panel in the GypBd. Enclosing Partition adjacent to a Standard Door with Closer.

 

8.                                       (1) LockerRoom adjacent to the Pantry to fit +/-(50) Tenant supplied Lockers. AllFloors are to receive a continuous level layer of new 3/4” thick. Fire RatedPlywood Sub flooring. The new Sub flooring is to be flashed level to receivethe specified (3) VCT Tile Color Pattern Layout similar to HLINK’s 1stFloor Locker Room. All Walls are to receive the specified

 

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General WallPaint. The Ceilings are to be the specified Standard 2’x2’ Hung Ceiling Tilesand Grid with 2’ x 4’ Recessed Indirect Fluorescent Light Fixtures no more than8’ - 0” O.C. to coordinate with the Lockers and Isle Layout.

 

9.                                       (1) 10’x 12’ Enclosed Copy/Mail/Supply Room to receive (12) Linear Ft. of Baseand upper Millwork Cabinets. The Base Cabinets are to have at least (2) setsof Drawer Cabinets. All other Cabinets to have (2) Adjustable Shelveseach. Provide and install (2) Quadruplex Electrical Outlets for Tenant’sEquip. and (2) Duplex Electrical Convenience Outlets along the Countertop.Provide (1) Copier Outlet on the opposite wall. All Floors are to receivea continuous level layer of new 3/4” thick. Fire Rated Plywood Sub flooring.The new Sub flooring is to be flashed level to receive the specified (2) VCTColors in a Checker Board Pattern. The Ceiling is to be the Standard HungCeiling Tiles and Grid with (2) 2’ x 4’ Recessed Indirect FluorescentLight Fixtures. All Walls are to receive the specified General Wall Paint.Provide and install (1) Door into room with Storeroom Function Hardware.

 

10.                                 (1) 2’- 6” D x 14’ - 0” L Open Printer/Fax/Equipment Niche with continuous Upper andBase Cabinet Millwork to be located adjacent to and facing the Call Center. TheMillwork is to receive a (5) Color Plastic Laminate Pattern similar to theMillwork Pattern in HLINK’s 1st Fl. Call Canter. Each Cabinet is to have (2) AdjustableShelves. At least (4) of the Base cabinets are to be Drawer Units. (4) UpperCabinets and (4) Lower Cabinets are to receive Locks with adjacent ElbowCatches. Provide and install (3) Quadruplex Electrical Outlets for Tenant’sEquip. and (3) Duplex Electrical Convenience Outlets along the length ofthe Millwork Countertop. All Walls to receive the specified General Wall Paint.The Ceiling and Floor Finishes are to continue from the adjacent Call Center.

 

11.                                 Theexisting Perimeter Windows are to be fully cleaned with all Frame and MasonryWall Joints to receive continuous Water Tight Sealant. The masonry PerimeterWalls around the windows are to be scraped, masonry patched, and made smoothand even as required to receive the specified Perimeter Wall Paint. AllConvector Covers are to be painted to match the specified adjacent Wall PaintColor except in a Semi-Gloss Finish. The Convector Cover Bases are to bepainted the specified Matte Black.

 

12.                                 Theexisting Columns are to be Masonry Patched, and sanded smooth to return them tonew masonry surface condition. All Columns are to be prime painted prior toreceiving (2) coats of the General Finish Wall Paint.

 

13.                                 Anew (15) Ton Ceiling Hung Supplemental NC Unit with heat, is to be locatedabove the Finish Hung Ceiling over one of the Perimeter Offices/Rooms to have aFresh Air Intake via the Perimeter Window. The Existing Perimeter Window willhave to be altered/replaced to accommodate the new Fresh Air Intake Louver. TheUnit is to have a separate Duct Work Distribution System form the Base BuildingAir Distribution Ductwork System. The Supp. Ductwork is to distribute supplyair throughout the entire Call Center and is to be electrified via the existingin house power and the Emergency Generator. The Hung Ceiling directly under theSupp Unit (and for that entire Room/Office) is to receive a 3” thick.continuous Sound Batt Insulation Blanket.

 

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14.                                 Ingeneral, the Call Center and Support Areas are to receive the specified UpgradedBroadloom Carpeting in the Offices, the Upgraded Carpet Tile in the CallCenter, the General Wall Paint, Wall Covering where identified above, and theStandard Hung Ceiling Tiles and Grid. All Floors are to receive a continuouslevel layer of new 3/4” thick. Fire Rated Plywood Sub flooring. The new Subflooring is to be continuously flash patched level prior to the installation ofthe finish flooring and the specified Wall Base. The Perimeter Masonry Wallsare to scraped and cleaned of all paint chips and mold prior to receiving acontinuously applied liquid Water Moisture Barrier Sealant, followed byfinished Gyp Bd. Build-Out Partitions, and Finish Painting. All Gyp Bd.Partitions are to be Spackled, sanded smooth, and prime painted prior toreceiving (2) coats of the specified Finish Wall Paint Colors. All Gyp.Bd. Partitions are to receive full height sound batt insulation per thespecified Partition descriptions. The Lighting is to be 2’ x 4’ RecessedIndirect Fluorescent Light Fixtures no more than 8’ - 0” O.C. in bothdirections in the Offices and Enclosed Rooms with 8’ - 0” L Linear IndirectPendant Mounted Fluorescent Light Fixtures in the Call Center. In addition tothe specific Electrical Outlets identified above, provide and install DuplexConvenience Electrical Outlets scattered throughout the space to meet the NYCCode minimums. The undersides of all the Floor Slabs above the Finish Ceilingsare to be scraped of any loose paint and debris prior to the Finish Ceilingsbeing installed.

 

**C.**                                    Tele-HealthDepartment

** **

1.                                       (3) 10’-0”x 12’-O” Tele-Health Offices to be located along the Perimeter Windows. AllFloors are to receive a continuous level layer of new 3/4” thick. Fire RatedPlywood Sub flooring. The new Sub flooring is to be flashed level to receivethe upgraded Broadloom Carpeting with Flat Wall Base throughout. The Office isto receive (1) Quadruplex Electrical Outlet for Tenant’s PC’s and (1) DuplexElectrical Convenience Outlet. The Ceilings are to be Standard 2’x2’ HungCeiling Tiles and Grid with (2) 2’ x 4’ Recessed Fluorescent LightFixtures. All Walls are to receive General Wall Paint. A 4’ H x 6’ W TiltedGlass Vision Panel is to be located adjacent to a standard Office Entrance Doorwith Office Function Hardware.

 

2.                                       (1) LargeOpen Work Area with (8 to 10) 6’-0” x 8’-0” Low-Wall Partitioned Millwork WorkStations to be located adjacent to the Tele-Health Offices. Each Work Stationis to be enclosed on two sides with Gyp Bd. Low Wall Partitions having a SolidFinish Wood Cap. The Work Stations are to be 2’x6’ Deep Millwork ‘L’ ShapedCountertops of the specified Plastic Laminate having support legs and Grommetsas required. Each Work Station is to receive (1) Quadruplex ElectricalOutlet for Tenant’s PC’s, (1) Duplex Electrical Convenience Outlet, and (1) Tele/DataOutlet. The Open Area is to be Painted with the specified standard Wall Paint.All Floors are to receive a continuous level layer of new 3/4” thick. FireRated Plywood Sub flooring. The new Sub flooring is to be flash patched levelto receive the specified Carpet Tiles with Flat Wall Base throughout. TheCeilings are to be the specified 2’x2’ Upgraded High STC Acoustic Hung CeilingTiles and Grid throughout. The Open Area will receive a diagonal pattern ofend-to-end Pendant Mtd. Indirect Linear Fluorescent Light Fixtures spaced nomore than 10’ - 0” O.C (Per 1st Fl. Fix. Spec).

 

3.                                       (1) 8’-0”x 12’-O” Copy/Supply/Equip. Room to be located adjacent to the Tele-HealthOpen Work Area to receive (12) Linear Ft. of Base and upper Millwork Cabinets.The Base Cabinets are to have at least (2) sets of Drawer Cabinets. Allother Cabinets to have (2)

 

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Adjustable Shelveseach. Provide and install (2) Quadruplex Electrical Outlets for Tenant’sEquip. and (2) Duplex Electrical Convenience Outlets along the Countertop.Provide (1) Copier Outlet on the opposite wall. All Floors are to receivea continuous level layer of new 3/4” thick. Fire Rated Plywood Sub flooring.The new Sub flooring is to be flashed level to receive the specified (2) VCTColors in a Checker Board Pattern with Cove Wall Base throughout. The Ceilingis to be the Standard Hung Ceiling Tiles and Grid with (2) 2’ x 4’ RecessedIndirect Fluorescent Light Fixtures. All Walls are to receive the specifiedGeneral Wall Paint. Provide and install (1) Door into room with StoreroomFunction Hardware.

 

4.                                       (1) 12’-0”x 16’-0” Conference Room for (8) people to be located between andshared by the Tele-Health Dept. and the IT training Areas. All Floors are toreceive a continuous level layer of new 3/4” thick. Fire Rated Plywood Subflooring. The new Sub flooring is to be flashed level to receive the upgradedBroadloom Carpeting with Flat Wall Base throughout. The Room is to receive(1) Floor Mtd. Quadruplex Electrical Outlet, and (1) Floor MountedTele/Data Outlet both located under the Conference Table; and (3) WallMtd. Duplex Electrical Convenience Outlets and (2) Tele/Data Outletslocated around the room. The Ceilings are to be standard 2’ x 2’ Hung CeilingTiles and Grid with (2) 8’ L Linear Pendant Mtd. (end-to-end) IndirectFluorescent Light Fixtures located down the center of the room. The perimeterof the room is to receive a series of the specified Wall washers and Downlights, mtd. at 6’ O.C. max., to be operated with Dimmer Switches at the mainentrance door. All Walls are to receive the specified Standard Wall Paint. TheConference Room is to have a Building Standard Single Doors with Conf. Rm.Function Hardware.

 

5.                                       Ingeneral, the Tele Health Department is to receive the specified UpgradedBroadloom Carpeting in the Offices, the Upgraded Carpet Tile in the Open Areaand Conference Room, standard VCT in the Support Spaces, the General WallPaint, Wall Covering where identified above, and the Standard Hung CeilingTiles and Grid throughout. All Floors are to receive a continuous level layerof new 3/4” thick. Fire Rated Plywood Sub flooring. The new Sub flooring is tobe continuously flash patched level prior to the installation of the finishflooring and the specified Wall Base. All Gyp Bd. Partitions are to beSpackled, sanded smooth, and prime painted prior to receiving (2) coats ofthe specified Finish Wall Paint Colors. All Gyp. Bd. Partitions are to receivefull height sound batt insulation per the specified partition descriptions. TheLighting is to be 2’ x 4’ Recessed Indirect Fluorescent Light Fixtures no morethan 8’ - 0” O.C. in both directions in the Offices and Enclosed Rooms with 8’- 0” L Linear Indirect Pendant Mounted Fluorescent Light Fixtures in the OpenWork Area. In addition to the specific Electrical Outlets identified above,provide and install Duplex Convenience Electrical Outlets scattered throughoutthe space to meet the NYC Code minimums. The undersides of all the Floor Slabsabove the Finish Ceilings are to be scraped of any loose paint and debris priorto the Finish Ceilings being installed.

 

**D.**                                    I.T.and Training Areas

** **

1.                                       (1) 8’-0”x 10’-0” (maybe smaller) Satellite Server Room to be located to the SouthEnd of the Third Floor Space nearest the Tele/Data Cabling Route to the 1stFloor Space. All Floors are to receive a continuous level layer of new 3/4” thick.Fire Rated Plywood Sub flooring. The new Sub flooring is to be flash patchedlevel to receive the specified checkerboard pattern of VCT to match the 1stFloor Space with Cove Wall Base throughout. The Walls are to receive the

 

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specified Wall Paintand Cove Wall Base. The Ceilings are to be the Standard 2’x2’ Ceiling Tiles andGrid with the specified 2’x4’ Ceiling Recessed Fluorescent Light Fixtures.Provide and Install (2) Dedicated 20 Amp Duplex Electrical Outlets and (3) ConvenienceDuplex Electrical Outlets with all outlets circuited via the EmergencyGenerator. The Server Room is to receive supply air from a separateceiling hung (1) Ton Supplemental NC Unit circuited via the in house powerand the Emergency Generator, and the Base Building Air Supply System. TheLandlord is to provide a Cabling Route through the Building’s Ceiling Plenumsand Shafts with (2) continuous 4” Dia. Conduits (having drag lines) whichconnect the Third Floor Satellite Server Room Equipment with the 1st FloorServer Room. A 4’ H x 8’ W Tilted Glass Vision Panel is to be located adjacentto a standard Door with Storeroom Function Hardware.

 

2.                                       (1) 10’-0”x 20’-O” (3) Person I.T. Office to be located adjacent to the SatelliteServer Room. All Floors are to receive a continuous level layer of new 3/4” thick.Fire Rated Plywood Sub flooring. The new Sub flooring is to be flashed level toreceive the upgraded Broadloom Carpeting with Flat Wall Base throughout. TheOffice is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’sand (1) Duplex Electrical Convenience Outlet at each of three desks. TheCeilings are to be Standard 2’x2’ Hung Ceiling Tiles and Grid with (2) 2’x 4’ Recessed Fluorescent Light Fixtures. All Walls are to receive General WallPaint. A 4’ H x 6’ W Tilted Glass Vision Panel is to be located adjacent to astandard Office Entrance Door with Office Function Hardware.

 

3.                                       (1) 10’-O”x 14’-O” Training Room to be located adjacent to the Call Center. AllFloors are to receive a continuous level layer of new 3/4” thick. Fire RatedPlywood Sub flooring. The new Sub flooring is to be flashed level to receivethe upgraded Broadloom Carpeting with Flat Wall Base throughout. The Training Room isto receive (1) Quadruplex Electrical Outlet for Tenant’s PC’s, (1) Tele/Data,and (1) Duplex Electrical Convenience Outlet at each of four TrainingDesks and at a small Meeting Table. The Ceilings are to be Standard 2’x2’ HungCeiling Tiles and Grid with (2) 2’ x 4’ Recessed Fluorescent LightFixtures. All Walls are to receive General Wall Paint. A 4’ H x 6’ W TiltedGlass Vision Panel is to be located adjacent to a standard Office Entrance Doorwith Office Function Hardware.

 

4.                                       (1) 6’-0”x 8’-0” Storage Room to be located between and shared by the Tele-HealthDept. and the I.T. Training Areas. All Floors are to receive a continuous levellayer of new 3/4” thick. Fire Rated Plywood Sub flooring. The new Sub flooringis to be flash patched level to receive the specified checkerboard pattern VCTwith Cove Wall Base throughout. The Walls are to receive the specified standardWall Paint. The Ceilings are to be the specified Standard 2’x2’ Ceiling Tilesand Grid with the specified 2’x4’ Ceiling Recessed Fluorescent Light Fixtures.Provide and install (1) Duplex Electrical Outlet for convenience.

 

5.                                       Ingeneral, the I.T. and Training Areas are to receive the specified UpgradedBroadloom Carpeting in the Office, the General Wall Paint, Wall Covering whereidentified above, and the Standard Hung Ceiling Tiles and Grid. All Floors areto receive a continuous level layer of new 3/4” thick. Fire Rated Plywood Subflooring. The new Sub flooring is to be continuously flash patched level priorto the installation of the finish flooring and specified Wall Base. All Gyp Bd.Partitions are to be Spackled, sanded smooth, and prime painted prior toreceiving (2) coats of the specified Finish Wall Paint Colors. All Gyp.Bd. Partitions are to receive full height sound batt insulation per thespecified Partition descriptions. The Lighting is to be 2’ x 4’ Recessed

 

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IndirectFluorescent Light Fixtures no more than 8’ - 0” O.C. in both directions. Inaddition to the specific Electrical Outlets identified above, provide andinstall Duplex Convenience Electrical Outlets scattered throughout the space tomeet the NYC Code minimums. The undersides of all the Floor Slabs above theFinish Ceilings are to be scraped of any loose paint and debris prior to theFinish Ceilings being installed.

 

**E.**                                      ArchitecturalFinish Specifications

** **

1.                                       GeneralFinish Hung Ceiling Tiles and Grid to be “Armstrong” # 1912 Hi-Fi UltimaHumiguard Plus Tiles in an “Armstrong” Suprafine 9/16” Exposed T-Bar GridSystem or equal.

 

2.                                       HighSTC Acoustic Finish Hung Ceiling Tiles and Grid to be “Armstrong” Optima OpenPlan Square Edge Fine Texture Tiles #3159 in an “Armstrong” Suprafine 9/16” ExposedT-Bar Grid System or equal.

 

3.                                       GeneralBroadloom Carpeting to be determined.

 

4.                                       UpgradedBroadloom Carpeting to be “Bentley”, Pattern: Architecture #AR26-7621 or “Bentley”#AR26-7621 or equal .

 

5.                                       CarpetTiles to be “Milliken” Pattern #6393, Color: #513, Fiber: 6.6 Nylon, Size: 36”x 36” or equal .

 

6.                                       VCTto be “Azrock”, Pattern: Cortina Grade Vinyl Enhanced Tile # CG404 - Color:Pumice, CG # 402 - Color: Black & White, and CG # 403 - Color: Loam,All in Size: 16” x 16” or equal .

 

7.                                       WallBase to be “Roppe” #P193 Black-Brown, Flat at Carpet and Cove at VCT or equal .

 

8.                                       GeneralGyp. Bd. Partition Wall Paint to be “Benjamin Moore”, Color: OC-45 SwissCoffee, Finish: Eggshell

 

9.                                       AccentWall Paint to be “Benjamin Moore”, Color: TBD, Finish: Eggshell

 

10.                                 Perimeter(masonry) Wall Epoxy Wall Paint to be “Benjamin Moore”, Color: OC-45 SwissCoffee, Finish: Epoxy Eggshell or equal.

 

11.                                 Wallcoverings to be “Innovations”, Pattern: # Alchemy # 78848, Color: Dark Sage; or“Sincol-New-Era”, Silverado # HS-22; or “Maharam”, Pattern: Tek-Wall Syntax #306301, Color: #010 Camphor; or “Innovations”, Pattern: Alchemy # 78862, Color:Grasshopper

 

12.                                 CallCenter Millwork with Plastic Laminate to be “Abet Laminati”, Color: TBD.

 

13.                                 PantryMillwork Plastic Laminate to be “Abet Laminati”, Color: TBD.

 

14.                                 Storage/Supply/Mail/CopyRoom Millwork to be “Formica”, Color: White

 

15.                                 AllDoors to be 3’-O” x 7’-0” Building Standard Paint Grade Solid Core Wood Doorsin a “Knockdown” 2” Wide Hollow Metal Frame.

 

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16.                                 DoorHardware to be “Schlage” or equal per Hardware Sets described above.

 

17.                                 TiltedGlass Panels to be 3/8” thick. clear tempered glass 4’ H x 6’ W Panels in aPaint Grade Finish Wood Frame to match HLINK’s 1st Fl. Space. Frames to receiveDoor Frame Paint.

 

**F.**                                      ArchitecturalSpecialty Item Specifications

** **

1.                                       FireExtinguishers in cabinets to be “Larsen” Model # MP10 10Lbs. ABC Multi-PurposeDry Chemical Extinguishers in a “Larsen” fully recessed metal cabinet withglass panel access door. Cabinet: Shop White with Red Letters. Qty: (3)

 

2.                                       AccessDoors to be “Larsen” # L-DWB (12” W x 18 1/2” H) Door to be 14 Gauge Steel.Frame to be 0606063-T6 extruded aluminum shop primed. Qty: (as required).

 

**G.**                                    MillworkHardware Specifications

** **

1.                                       FingerPulls “Doug Mocket” Model # DP-3, Polished Chrome.

 

2.                                       ConcealedHinges “Blum” Model # 170 Full and Half Overlays as required.

 

3.                                       DrawerRunners to be ‘Blum” # BS426A Full Extension, Finish: Zinc

 

4.                                       ShelfSupports “Hafele” #282.04.720, 3MM Plug-In Type.

 

5.                                       CabinetLocks “Kenstan” # K20, 7/8”Dia

 

6.                                       ElbowCatches “Hafele” #245.70.107

 

7.                                       Doorand Drawer Bumpers “Blum” SJ 5312, 3/8” Dia. x 1/8” thick., Color: Clear

 

**H.**                                    PlumbingFixture Specifications

** **

1.                                       PantrySink to be “Elkay” Lustertone #LWR2522L in Stainless Steel. Qty: (1)

 

2.                                       PantryFaucet to be “Grohe” Ladylux #33765SDO in Chrome having lever handles andcoordinated spray. Qty: (1)

 

3.                                       UtilitySink to be “American Standard” Wall Hung Type, Stainless Steel, 18” L x 18” W x10” D. Qty: (2)

 

4.                                       UtilityFaucet to be “American Standard” Gooseneck Type to coordinate with the sinkspec., Polished Chrome. Qty: (2)

 

**I.**                                         LightFixture Specifications

** **

1.                                       2’x 4’ and 2’ x 2’ Indirect Ceiling Recessed Fluorescent Fixtures to be “LegionLighting” Comfort-Lume Ceiling Recessed Fixtures with Center Baskets and EMFixtures as required, Color: White.

 

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2.                                       8’- 0” Long Pendant Mtd. T5 linear Indirect Fluorescent Light Fixtures to be “LinearLighting” #C29P1-B-2-ET5-120V-PRT-S24-BW-96, 8’-0” L with EM Fixtures asrequired.

 

3.                                       ExitLights to be “Atlite” Marathon Series Single, and Double Face Exit Lightswith Direction Arrows as required. Exit Lights in Areas of Hung Ceilings to beCeiling Recessed Type and Those in the Open Slab Ceiling Areas to have Stems toCoordinate with Slab Heights as required.

 

4.                                       LightSwitches to be “Lutron” Rocker Type with Motion Sensors where required by theNY State Energy Code.

 

5.                                       DimmerSwitches to be “Lutron” Slide Dimmer Type.

 

**J.**                                      PartitionDescriptions

** **

1.                                       New4 7/8” thick. Standard Sound Insulated Gyp. Bd. Partition to be 3 5/8” thickmtl. studs. 16” O.C. from slab to slab with 5/8” thick Gyp Bd on both sides andSound Batt Insulation to extend up to 6” above finish Ceilings.

 

2.                                       New4 7/8” thick. Full Height Sound Insulated Gyp Bd. Partition to be to be 3 5/8” thickmtl. studs. 16” O.C. from slab to slab with 5/8” thick Gyp Bd on both sides andSound Batt Insulation all to extend slab to slab.

 

3.                                       New3/8” thick. Clear Tempered Tilted Glass Panel in Gyp Bd. Partition to be 4’ H x6’ W Glass Panel in a 2” W Paint Garde Finish Wood Frame on all sides locatedadjacent to all Office Doors

 

4.                                       New4 7/8” thick. Partial Height Gyp Bd. Partition with Finish Wood Cap to be 3 5/8”thick mtl studs 12” O.C. up to +1- 48” AFF with 5/8” thick. Gyp Bd. on bothsides. Top Edge of Wall to receive a continuous 2” H x 4 7/8” W Finish WoodCap.

 

5.                                       Anyexisting Exposed Masonry Perimeter Walls are to be scraped of all loose paintand masonry, masonry patched as required to return it to a smooth anduncracked/unchipped surface, coated with a liquid water moisture barrier sealant,and prime painted to receive (2) coats of finish Epoxy Perimeter WallPaint.

 

**K.**                                    GeneralConditions

** **

1.                                       Architectural

 

•                                          Afull set of Architectural Construction Documents are to be developed and issuedfor Construction at a later date.

 

•                                          Aseparate set of Door Hardware Specifications (8 1/2” x 11” Format) will bedeveloped and Issued for Construction at a later date.

 

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2.                                       MEPEngineering

 

•                                          Afull set of MEP Engineering Construction Documents are to be developed andIssued for Construction at a later date. The MEP Engineers Drawings willinclude but are not limited to a full design set of Drawings and Specificationsfor all the HVAC System, Electrical Circuiting, Fire Alarm/Smoke DetectorSystem, Plumbing, and Sprinkler System

 

If you need me torevise any of the above descriptions please don’t hesitate in contacting me.

 

Sincerely,

 

Michael Lillard Project Manager

 

Email:mlillardgaynordesiqn.com

Web:http://www.gaynordesign.com

Alan Gaynor + Co. P.C.

434 Broadway, New York,New York 10013

t/ 212.334.0900  f/ 212.966.8652

 

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**SCHEDULE C**

 

**Rules andRegulations**

 

(1)                                  Thesidewalks, entrances, driveways, passages, courts, vestibules, stairways,corridors or halls shall not be obstructed or encumbered by any tenant or usedfor any purpose other than for ingress to and egress from the Demised Premisesand for delivery of merchandise and equipment in a prompt and efficient mannerusing passageways designated for such delivery by Landlord. There shall not beused in any space, or in the public hall of the building, either by any tenantor by jobbers or others, in the delivery or receipt of merchandise, any handtrucks, except those equipped with rubber tires and side guards.

 

(2)                                  Thewater and wash closets and plumbing Futures shall not be used for any purposeother than those for which they were designed or constructed and no sweepings,rubbish, acids or other substances shall be deposited therein, and the expenseof breakage, stoppage, or damage resulting from the violation of this rule shallbe borne by the tenant who, or whose clerks, agents, or employees, shall havecaused same.

 

(3)                                  Nocarpet, rug or other article shall be hung of shaken out of any window of thebuilding; and no Tenant shall sweep or throw or permit to be swept or thrownfrom the Demised Premises any dirt or other substances into any of thecorridors or halls, elevators, or out of the doors or windows or stairways ofthe building, and Tenant shall not use, keep or permit to be used or kept anynoxious gas or substances in the Demised Premises, or permit or suffer theDemised Premises to he occupied or used in a manner unreasonably offensive orobjectionable to Landlord or ocher occupants of the Building by reason ofnoise, odors and/or vibrations, or unreasonably interfere in any way with ochertenants or those having business therein, nor shall any animals or birds bekept in or about the building. In connection with the above, Landlord agrees thatnormal office use is not offensive.

 

(4)                                  Noawnings or ocher projections shall be attached co the outside walls of thebuilding without the prior written consent of the Landlord.

 

(5)                                  Nosign, advertisement, notice or ocher lettering and/or window treatment shall beexhibited, inscribed, painted or affixed by any Tenant on any part of theDemised Premises or the Building or on the inside of the Demised Premises ifthe same is visible from the outside of the Demised Premises without the priorwritten consent of Landlord, nor to be unreasonably withheld. In the event ofthe violation of the foregoing by any Tenant, Landlord may remove same withoutliability, and may charge the expense incurred by such removal co the Tenant orTenants violating this rule. Interior signs on doors and directory tablesshould be inscribed, painted or affixed for each Tenant by Landlord at theexpense of such Tenant, and shall be a size, color and style reasonablyacceptable to Landlord. Notwithstanding the foregoing, Tenant shall be entitledto install a door sign and a directory table sign subject ro Landlord’sreasonable approval as to size, color and style.

 

(6)                                  NoTenant shall in any way deface any part of the Demised Premises or the Buildingof which they form a part. No boring, cutting or stringing of wires shall bepermitted,

 

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except with theprior written consent of Landlord, and as Landlord may direct. No Tenant shalllay linoleum or other similar floor covering so that the same shall come indirect contact with the floor of the Demised Premises, and if linoleum or othersimilar floor covering is desired to be used an interlining of builder’sdeadening felt shall be first affixed to floor by a paste or other material,soluble in water, the use of cement or ocher similar adhesive material beingexpressly prohibited. This provision shall not apply with respect to paragraph “17”alterations or wall hangings or other minor and incidental defacings.

 

(7)                                  Noadditional locks or bolts of any kind shall be placed upon any of the doors orwindows by any Tenant, nor shall any changes be made in existing locks ormechanism thereof, unless a copy is given to Landlord. Each Tenant must, uponthe termination of his Tenancy, restore to Landlord all keys of stores, officesand toilet rooms, either furnished to, or otherwise procured by, such Tenant,and in the event of the loss of any keys, so furnished, such Tenant shall payto Landlord the cost thereof.

 

(8)                                  Freight,furniture, business equipment, merchandise and bulky matter of any descriptionshall be delivered co and removed from the premises through the serviceentrances and corridors, and only during hours and in a manner approved, byLandlord acting reasonably.

 

(9)                                  Canvassing,soliciting and peddling in the building is prohibited.

 

(10)                            Tenantshall not bring or permit to be brought or kept in or on the Demised Premises,any flammable, combustible or explosive fluid, material, chemical or substance,or cause or permit any odors of cooking or other processes, or any unusual orother objectionable odors to permeate in or emanate from the Demised Premises.

 

(11)                            If theBuilding contains central air-conditioning and ventilation, Tenant agrees tokeep all windows closed at all times and to abide by all rules andregulations issued by the Landlord with respect to such services. If Tenantrequires air-conditioning or ventilation and heat after the usual hours, Tenantshall give notice in writing to the building superintendent prior to 3:00 p.m.in the case of services required on weekdays, and prior to 3:00 p.m. onthe day prior thereto, in the case after hours service is required on weekendor holidays, for which an additional charge shall be paid by the Tenant- Saidadditional charge shall be deemed additional rent due and payable thirty (30)days after rendition of a bill by Landlord therefore.

 

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