exh10_6.htm


    TWELFTH
      AMENDMENT OF LEASE

    


    


    THIS
      TWELFTH AMENDMENT TO LEASE, dated the _____ day of September, 2007, made by
      and
      among LAKE PARK 1000 WOODBURY ROAD LLC, a Delaware Limited Liability Company
      and
      CLK-HP 1000 WOODBURY ROAD LLC, a Delaware Limited Liability Company, having
      an
      office located at 7600 Jericho Turnpike, Suite 400, Woodbury, New York 11797
      (“Landlord”) and DELTA FUNDING CORPORATION, having an office located at 1000
      Woodbury Road, Woodbury, New York 11797 (“Tenant”).

    


    WHEREAS,
      Landlord is the owner of the real property and building located thereon commonly
      known as and located at 1000 Woodbury Road, Woodbury, New York 11797
      (“Building”); and

    


    WHEREAS,
      pursuant to that certain Agreement of Lease dated November 1, 1993, as amended
      by First Amendment to Lease dated January 20, 1994, Second Amendment to Lease
      dated March 23, 1994, Third Amendment to Lease dated December 8, 1995, Fourth
      Amendment to Lease dated December 8, 1995, Fifth Amendment to Lease dated March
      4, 1996, Assignment dated July 30, 1996, Sixth Amendment to Lease dated August
      28, 1997, Seventh Amendment to Lease dated October 29, 1997, Eighth Amendment
      to
      Lease dated April 2, 1998, Ninth Amendment to Lease dated February 16, 2001,
      Tenth Amendment to Lease dated April 10, 2003 and Eleventh Amendment to Lease
      dated September 9, 2005, between The Tilles Investment Company,
      predecessor-in-interest to Landlord leased to Commercial Capital Corp. of New
      York, predecessor-in-interest to Tenant, portions of the Second (2nd) and Third
      (3rd) floors
      in the
      Building which for all purposes shall be deemed to consist of 94,358 rentable
      square feet and which premises are more particularly described in the Lease
      (“Demised Premises”)  for a Term which expires on March 31, 2008;
      and

    


    WHEREAS,
      Landlord and Tenant now desire to amend the Lease by extending the term thereof,
      and in other respects as hereinafter provided;

    


    NOW
      THEREFORE, in consideration of the sum of $10.00, the mutual agreements of
      parties hereinafter contained and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties agree
      as
      follows:

    


    1.           Effective
      upon full execution and delivery of this Twelfth Amendment, the Term of the
      Lease is hereby extended for a period of Two (2) Years commencing on April
      1,
      2008 and continuing through and including March 31, 2010, both dates inclusive
      (the “Extension Term”) upon the terms and conditions set forth
      herein.

    


    2.           From
      April 1, 2008 through March 31, 2009, the annual Basic Rent for the Demised
      Premises shall be $2,781,432.92, payable in equal monthly installments of
      $231,806.15 on the first day of each month during the first year of the
      Extension Term.

    


    3.           From
      April 1, 2009 through March 31, 2010, the annual Basic Rent for the Demised
      Premises shall be $2,878,783.07, payable in equal monthly installments of
      $239,919.37 on the first day of each month during the second year of the
      Extension Term.

    


    4.           Effective
      April 1, 2008, Section 3.4 (A) of the Lease, as previously amended, shall be
      further amended to provide that “...Tenant’s Energy Base =
      $283,074.00...”.

    


    5.           Effective
      April 1, 2008, (a) Section 4.3 (A) of the Lease, as previously amended, shall
      be
      further amended to provide that “Tenant shall pay the sum of $283,074.00 per
      year payable in equal monthly installments of $23,589.50 each in advance.”, and
      (b) the last paragraph of Section 4.4 of the Lease shall be deleted in its
      entirety and replaced with the following: “Notwithstanding the above, upon
      Tenant’s request made monthly in advance of the month for which such overtime
      service is requested, Landlord shall furnish overtime heat and air-conditioning
      service to up to 50,000 square feet reasonably designated by Tenant within
      the
      Demised Premises between the hours of 6:00 P.M. to 9:00 P.M., Monday through
      Friday, exclusive of Holidays, at no additional cost to Tenant, provided
      however, in no event shall Landlord be required to furnish such overtime service
      if the areas designated by Tenant would require Landlord to activate zones
      covering areas in excess of 50,000 square feet.”.

    


    6.           Effective
      upon full execution and delivery of this Twelfth Amendment, Sections 13.2 (A)
      (i) and (ii) shall be amended to provide that an Event of Default shall occur
      if
      Tenant fails to pay any monthly installment of Basic Annual Rent or Additional
      Rent or fails to make any other payment required under the Lease within five
      (5)
      days after written notice of such failure from Landlord.

    


    7.           Tenant
      acknowledges that it is currently in possession of the Demised Premises and
      Landlord shall not be obligated to make any improvements, alterations or repairs
      whatsoever to the Demised Premises and Tenant hereby acknowledges that it has
      accepted possession of the Demised Premises in its current "as-is" physical
      condition.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    8.           The
      following is inserted as Article XXVII of the Lease:

    
      

        ARTICLE
          XXVII

        


        LETTER
          OF CREDIT


      

      Section
        27.1     Tenant shall deposit with Landlord, to ensure
        the faithful performance and observance by Tenant of the terms, provisions,
        conditions and covenants of this Lease  (a) upon execution of this
        Lease, an irrevocable, clean, commercial letter of credit in the sum of
Two Hundred Thirty-One Thousand Eight Hundred Six and 15/100
        ($231,806.15)Dollars (the “First L/C”); and (b) on or
        before February 1, 2008 an irrevocable, clean, commercial letter of credit
        in
        the additional sum of Nine Hundred Twenty-Seven Thousand Two Hundred
        Twenty-Four and 60/100 ($927,224.60)Dollars (the
“Second L/C”), it being intended that there be held by Landlord
        at all times
        during the Extension Term letter(s) of credit in the total amount of One
        Million One Hundred Fifty-Nine Thousand Thirty and 77/100 ($1,159,030.77)
        Dollars (the “L/C Amount”, which First L/C together with the Second L/C
        are hereinafter referred to collectively as the “Letter of Credit”). Tenant
        acknowledges and agrees that such Letter of Credit is intended to be a
        third-party guaranty of Tenant’s obligations under the Lease, and is provided to
        protect Landlord’s right to receive its full, unlimited damages in the event of
        Tenant’s default.  Tenant agrees that, in the event Tenant defaults in
        the performance and observance of the terms, provisions, conditions and
        covenants of the Lease  (including without limitation, the payment of
        Basic or Additional Rent), beyond any applicable notice and cure periods,
        Landlord may use-, or, apply the whole or any part of the L/C Amount to the
        extent required for the payment of Basic Rent, Additional Rent, or any other
        sums as to which Tenant is in default, or for any sum that Landlord may expend
        or may be required to expend by reason of Tenant's default, in respect of
        the
        terms, provisions, conditions and covenants of this Lease (including any
        damages
        or deficiency accrued before or after summary proceedings or other re-entry
        by
        Landlord).  In the event that Landlord applies any portion or all of
        such L/C Amount, Tenant shall forthwith restore the L/C Amount so
        applied.  Tenant covenants that it will not assign or encumber, or
        attempt to assign or encumber the Letter of Credit and that neither Landlord
        nor
        its successors and/or assigns shall be bound by any such assignment, or
        attempted encumbrance.  In the event that no event of default beyond
        any applicable notice and cure periods shall have occurred and be continuing
        at
        the end of the Term, the Landlord shall assist Tenant in the cancellation
        or
        surrender of such Letter of Credit within forty-five (45) days after Tenant
        delivers possession of the Demised Premises to Landlord as provided for in
        this
        Lease.

      


                      
        Section 27.2     In the event of a sale of the
        Building, or Landlord’s interest therein, or of a leasing of the Building,
        Landlord shall transfer the Letter of Credit to the vendee or lessee, and
        Landlord shall thereupon be released by Tenant from all liability for
        the  cancellation or surrender of such Letter of
        Credit.  Tenant shall execute such documents as may be necessary to
        accomplish such transfer or assignment of the Letter of Credit as Landlord
        shall
        reasonably request.

      


                      
        Section 27.3     The Letter(s) of Credit required under
        this Article shall be in the form of an irrevocable, clean, commercial letter
        of
        credit in the amounts specified in this Article, issued by a bank which is
        a
        "money center" bank, is authorized by the State of New York to and does conduct
        banking business in New York State and is a member of the New York Clearing
        House Association, which shall permit Landlord (a) to draw thereon at a bank
        location in Nassau County up to the full amount of the credit evidenced thereby
        in the event of any default by Tenant in the terms, provisions, covenants
        or
        conditions of the Lease beyond any applicable notice and cure periods or
        (b) to
        draw at a bank location in Nassau County the full L/C Amount thereof to be
        held
        as cash security pursuant to this Article if for any reason a Non-Renewal
        Draw
        Event (as such term is hereinafter defined) has occurred.  For
        purposes of this Article, a Non-Renewal Draw Event shall mean, as of the
        thirtieth (30th) day
        immediately
        preceding the expiration date of the Letter of Credit (the “Non-Renewal Draw
        Event Determination Date”), that the letter of Credit is neither renewed nor
        replaced by a letter of credit that meets all of the requirements of this
        Article.  The Letter of Credit (and each renewal thereof, which shall
        then be deemed to be the “Letter of Credit” for all purposes of this Article)
        shall (i) be for a term of not less than one (1) year (except that the last
        Letter of Credit shall be for a term expiring forty-five (45) days after
        the
        Expiration Date); (ii) expressly provide for the issuing bank to notify Landlord
        in writing not less than thirty (30) days prior to its expiration as to its
        renewal or non-renewal, as the case may be, and further provided that if
        a
        Non-Renewal Draw Event has occurred as of the Non-Renewal Draw Event
        Determination Date, the Letter of Credit (and each renewal thereof) shall
        be
        immediately available for Landlord to draw up to the full L/C Amount (to
        be held
        as cash security pursuant to this Article); (iii) be fully transferable by
        the
        beneficiary thereof (and its successors and assigns) without charge or if
        there
        is a charge for such transfer, the charge therefor shall be paid by Tenant
        upon
        demand by Landlord; and (iv) be in form and substance approved by Landlord,
        such
        approval not to be unreasonably withheld, conditioned or delayed.  Not
        less than thirty (30) days prior to the expiration date of each Letter of
        Credit
        (and every renewal thereof), Tenant shall deliver to Landlord a renewal or
        new
        Letter of Credit subject to all of the conditions aforesaid, all to the intent
        and purposes, that a Letter of Credit in the sum of not less than the L/C
        Amount
        shall be in effect during the entire Extension Term of this Lease.  In
        the event that Landlord applies any portion or all of the proceeds of the
        Letter
        of Credit, Tenant shall within ten (10) days of its receipt of written notice
        of
        such application, restore the amount so applied by causing the bank issuing
        the
        Letter of Credit to issue an amendment thereto, or if no Letter of Credit
        was
        then outstanding by causing a new Letter of Credit to be issued so that,
        at all
        times, the amount of the Letter of Credit which may be drawn upon shall be
        at
        least equal to the L/C Amount.  Failure by Tenant to comply with the
        provisions of Section 27.1 through Section 27.3, inclusive shall be deemed
        a
        material default hereunder entitling Landlord to exercise any and all remedies
        as provided in this Lease for default in the payment of Basic Rent and, to
        draw
        on the existing Letter of Credit, or the Security Deposit, if any, up to
        its
        full amount.

      


      Section
        27.4     Notwithstanding anything contained herein to
        the contrary, Tenant, on its own behalf and on behalf of all persons claiming
        through or under Tenant including all creditors, does hereby waive any and
        all
        rights and privileges, so far as is permitted by law, which Tenant and all
        such
        persons might otherwise have under any present or future law, to (i) the
        service
        of any notice of intention to re-enter or institute legal proceedings to
        that
        end, excluding service of process, (ii) redeem the Demised Premises, (iii)
        re-enter or repossess the Demised Premises, or (iv) restore the operation
        of
        this Lease, after Tenant shall have been dispossessed by a judgment or by
        warrant of any court or judge, or after any re-entry by Landlord or after
        any
        expiration or termination of this Lease and the Term, whether such dispossess,
        re-entry, expiration or termination shall be by operation of law or pursuant
        to
        the provisions of this Lease.

      


      
        
          
          

        

        
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        Section
          27.5     Solely for the purposes of a proceeding under the
          present or future federal bankruptcy act or any other present or future
          applicable federal, state or other statute or law (a “bankruptcy law”), the
          following terms and conditions have been agreed upon by Landlord and Tenant:
          (a)
          In the event of a default by Tenant under this Lease continuing after the
          filing
          of a voluntary or involuntary petition (a “pre-petition default”) under any
          bankruptcy law, a period exceeding thirty (30) days for curing such default
          shall in no event be deemed reasonable; (b) In order to be deemed adequate
          assurance by Tenant for the cure of any pre-petition default, Tenant, or
          the
          trustee, as the case may be, must (i) deposit with a banking institution
          selected by Landlord securities, in negotiable form, issued by the United
          States
          of America, with a fair market value, at all relevant times, equal to twice
          the
          amount of rent due or the cost, as reasonably estimated by Landlord of
          curing
          the pre-petition default, as the case may be, or (ii) grant to Landlord
          a
          security interest or lien, which shall be superior to any and all claims
          and
          liens, on any of Tenant’s property that is valued at liquidation at twice the
          amount of such rent or cost; (c) In order to be deemed adequate assurance
          by
          Tenant, with respect to the payment of rent due after the filing of a voluntary
          or involuntary petition under any bankruptcy law, Tenant must, at Tenant’s
          election, either (i) deposit with a banking institution selected by Landlord
          securities in negotiable form, issued by the United States of America,
          with a
          fair market value, at all relevant times, of not less than six (6) months’ rent,
          or (ii) grant a security interest or lien, which shall be superior to any
          and
          all applicable claims and liens, in any of Tenant’s property that is valued at
          liquidation at not less than six (6) months' rent.

         

      

      9.            
        Tenant represents and warrants to Landlord that Tenant has not consulted
        nor
negotiated
        with any broker or finder other than CLK/Houlihan-Parnes, LLC and CB Richard
        Ellis, Inc (collectively referred to as the “Broker”) with regards to any of the
        terms of this Twelfth Amendment of Lease.  Tenant agrees to indemnify
        and hold Landlord harmless from and against any and all claims, losses,
        judgments, costs and expenses (including reasonable attorneys' fees and
        disbursements) arising out of any claim or action by any broker or finder
        other
        than Broker for a commission or compensation in connection with this Twelfth
        Amendment of Lease or the transactions contemplated thereby. Landlord agrees
        to
        pay commissions due Broker pursuant to separate written agreement.

      


      10.           (a)  This
        Agreement is hereby tendered to Tenant without obligation on Landlord's part
        and
        in no event shall be deemed to be binding upon Landlord or give Tenant any
        rights unless and until Landlord shall have executed and unconditionally
        delivered an original counterpart of the Agreement to Tenant.

       

                      (b)  This
        Agreement may not be changed, modified or canceled orally.  Except as
        hereinabove modified and amended, and as so modified and amended, the Lease
        is
        hereby ratified and affirmed in all respects and shall be binding upon the
        parties hereto and their respective successors and permitted
        assigns.

      


      IN
        WITNESS WHEREOF, the parties hereto have hereunto set their respective hands
        and
        seals on the day and year first above written.

      


      


                                                                                                     
         LANDLORD:

       

                                                                                                  LAKE
        PARK 1000 WOODBURY ROAD

       

      


                                                                                                      
        By: /s/Andrew M.
        Greenspan          
 

                                                                                    
        Authorized Signatory

       

      


                                                                                                       CLK-HP
        1000 WOODBURY ROAD LLC,

      


      


      By:
        /s/Andrew M.
        Greenspan          
 

                                                                                    Authorized
        Signatory
 

      TENANT:

      


      DELTA
        FUNDING CORPORATION

      


      


       
By:
/s/Morris
        Kutcher                          


       

      
        
          
            
            

          

          
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