Exhibit 10.67


 




 





 


500 PLAZA DRIVE CORP.


 


Landlord,


 


and


 


THE CHILDREN’S PLACE SERVICES COMPANY, LLC


 


Tenant


 






 


LEASE


 






 


Premises:


 


Office Premises


in


 


500 Plaza Drive


Secaucus, New
Jersey


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLES

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 - DEFINITIONS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 - DEMISE AND TERM

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 - RENT

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 - USE OF DEMISED PREMISES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 - PREPARATION OF DEMISED
  PREMISES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 - TAX AND OPERATING EXPENSE
  PAYMENTS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 - COMMON AREAS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 - SECURITY

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 - SUBORDINATION

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 - QUIET ENJOYMENT

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 - ASSIGNMENT, SUBLETTING AND
  MORTGAGING

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 - COMPLIANCE WITH LAWS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 - INSURANCE AND INDEMNITY

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 - RULES AND REGULATIONS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15 - ALTERATIONS

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16 - LANDLORD’S AND TENANT’S
  PROPERTY

  	
   

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17 - REPAIRS AND MAINTENANCE

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE 18 - ELECTRIC ENERGY

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 19 - HEAT, VENTILATION AND AIR-CONDITIONING

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 20 - OTHER SERVICES; SERVICE
  INTERRUPTION

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 21 - ACCESS, CHANGES AND NAME

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 22 - MECHANICS’ LIENS AND OTHER
  LIENS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 23 - NON-LIABILITY AND
  INDEMNIFICATION

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 24 - DAMAGE OR DESTRUCTION

  	
   

  	
  34

  



 

















 


	
  ARTICLE 25 - EMINENT DOMAIN

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 26 - SURRENDER

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE 27 - CONDITIONS OF LIMITATION

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE 28 - RE-ENTRY BY LANDLORD

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE 29 - DAMAGES

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 30 - AFFIRMATIVE WAIVERS

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE 31 - NO WAIVERS

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE 32 - CURING TENANT’S DEFAULTS

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 33 - BROKER

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 34 - NOTICES

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 35 - ESTOPPEL CERTIFICATES

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 36 - ARBITRATION

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 37 - MEMORANDUM OF LEASE

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 38 - OPTION TO EXTEND

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE 39 - MISCELLANEOUS

  	
   

  	
  48

  



 


EXHIBITS


 


Exhibit A - Demised
Premises


 


Exhibit A-1 -
Development


 


Exhibit B -
Description of Land


 


Exhibit C –
Intentionally Omitted


 


Exhibit D - Rules and
Regulations


 


Exhibit E - Cleaning
Specifications


 


Exhibit F - Letter
of Credit


 


Exhibit G – Form of
Guaranty


 

















 


LEASE,
dated February     , 2009, between 500 PLAZA DRIVE CORP., a
New Jersey corporation having an office at 400 Plaza Drive, P.O. Box 1515,
Secaucus, New Jersey 07096-1515 (“Landlord”), and THE CHILDREN’S PLACE SERVICES
COMPANY, LLC, a Delaware limited liability company having an office at 915
Secaucus Road, Secaucus, New Jersey (“Tenant”).


 


ARTICLE 1 - DEFINITIONS


 


1.01. As used in
this Lease (including in all Exhibits and any Riders attached hereto, all of
which shall be deemed to be part of this Lease) the following words and phrases
shall have the meanings indicated:


 


A.  Intentionally omitted.


 


B.  Additional Charges:  All amounts that become payable by Tenant to
Landlord hereunder other than the Fixed Rent.


 


C.  Architect: 
As Landlord may designate.


 


D.  Base Year: 
Calendar Year 2009.


 


E.  Broker: Resource Realty-Tom Consiglio


 


F.  Building: 
The building located on the Land and known as 500 Plaza Drive, Secaucus,
New Jersey.


 


G.  Building Fraction: a fraction the numerator
of which is the Floor Space of the Building (approximately 445,730 square feet)
and the denominator of which is the aggregate Floor Space of the buildings in
the Development. If the aggregate Floor Space of the buildings in the
Development shall be changed due to any construction or alteration, the
denominator of the Building Fraction shall be increased or decreased to reflect
such change.


 


H.  Business Days: 
All days except Saturdays, Sundays, days observed by the federal or
state government as legal holidays and such other holidays as shall be
designated as holidays by the applicable building service union employees’
service contract or by the applicable operating engineers’ contract.


 


I.  Business Hours:  Generally customary daytime business hours,
but not before 8:00 A.M. or after 6:00 P.M.


 


4

















 


J.  Calendar Year:  Any twelve-month period commencing on a January 1.


 


K.  Commencement Date:  June 1, 2009.


 


L.  Common Areas: 
All areas, spaces and improvements in the Building and on the Land which
Landlord makes available from time to time for the common use and benefit of
the tenants and occupants of the Building and which are not exclusively
available for use by a single tenant or occupant, including, without
limitation, parking areas, roads, walkways, sidewalks, landscaped and planted
areas, community rooms, if any, the managing agent’s office, if any, and public
rest rooms, if any.


 


M.  Demised Premises:  The space that is or will be located on the
third (3rd) and
fourth (4th) floors of
the Building and that is indicated on the floor plan(s) attached hereto as
Exhibit A.  The Demised Premises
contains or will contain approximately 119,979 square feet of Floor Space
[comprised of 73,554 square feet of Floor Space on the third (3rd) floor and 46,425 square feet of Floor Space on
the fourth (4th) floor]
subject to adjustment upon verification by the Architect.


 


N.  Development: 
All lands and improvements now existing or hereafter constructed, in
which Landlord or its related entities has an interest, located north of Route
3, east of the eastern spur of the New Jersey Turnpike, south of 69th Street
and west of West Side Avenue. The Development is outlined in red on the
attached Exhibit A-1.


 


O.  Development Common
Areas:  The roads and bridges that from
time to time service and provide access to the Development for the common use
of the tenants, invitees, occupants of the Development, that are maintained by
Landlord or its related entities, including the New Jersey Turnpike overpass
and the bridge over Route 3.


 


P.  Expiration Date:  The date that is the day before the twentieth
(20th) anniversary of the Commencement Date if the
Commencement Date is the first day of a month, or the twentieth (20th) anniversary of the last day
of the month in which the Commencement Date occurs if the Commencement Date is
not the first day of a month.  However,
if the Term is extended by Tenant’s effective exercise of Tenant’s right, if
any, to extend the Term, the “Expiration Date” shall be changed to the last day
of the last extended period as to which Tenant shall have effectively exercised
its right to extend the Term.  For the
purposes of this definition, the earlier termination of this Lease shall not
affect the “Expiration Date.” Notwithstanding anything contained herein to the
contrary, provided Tenant is in compliance with all of the terms and conditions
contained herein, and provided Tenant has not assigned this Lease or sublet all
or any portion of the Demised Premises and is itself in occupation and
conducting business in the whole of the Demised Premises in accordance with the
terms of this Lease, Tenant expressly acknowledging and agreeing that the termination
right described below is personal to the original named Tenant, Tenant shall
have a one (1) time right (“Tenant’s Termination Right”), exercisable by
delivery of irrevocable written notice (“Tenant’s Termination Notice”) given to
Landlord on or prior to the fourteenth (14th) anniversary of the Commencement Date (the “Termination
Notice Date”), to terminate this Lease which termination shall be effective
upon the fifteenth (15th)
anniversary of the Commencement Date (the 


 


5

















 


“Early Expiration Date”);
provided and upon the express condition that Tenant shall pay to Landlord in
consideration of Tenant’s exercise of Tenant’s Termination Right, in
immediately available funds, contemporaneously with the delivery of the Tenant’s
Termination Notice, the sum of Three Million and No/100 Dollars ($3,000.000.00)
(the “Termination Fee”). In such event, Tenant shall vacate and surrender the
Demised Premises no later than the Early Expiration Date in accordance with Article 26
hereof.  Tenant agrees that it shall have
forever waived its right to exercise Tenant’s Termination Right if it shall
fail for any reason whatsoever to give such notice to Landlord by the
Termination Notice Date, whether such failure is inadvertent or intentional,
time being of the essence as to the exercise of Tenant’s Termination
Right.  Tenant further agrees that it
shall have forever waived its right to exercise Tenant’s Termination Right if
it shall fail for any reason whatsoever to make payment of the Termination Fee
contemporaneously with the delivery of the Termination Notice.


 


Q.  Fixed Rent: 
An amount at the annual rate of: (i) Twenty Seven and 50/100
Dollars ($27.50) per square foot multiplied by the Floor Space of the Demised
Premises for the period from the Commencement Date until the day prior to the
fifth (5th)
anniversary of the Commencement Date; and (ii) Twenty Nine and 50/100
Dollars ($29.50) per square foot multiplied by the Floor Space of the Demised
Premises for the period from the fifth (5th) anniversary of the Commencement Date until the day
prior to the tenth (10th)
anniversary of the Commencement Date; and (iii) Thirty One and no/100
Dollars ($31.00) per square foot multiplied by the Floor Space of the Demised
Premises for the period from the tenth (10th) anniversary of the Commencement Date until the day
prior to the fifteenth (15th)
anniversary of the Commencement Date; and (iv) Thirty Three and 50/100
Dollars ($33.50) per square foot multiplied by the Floor Space of the Demised
Premises from the fifteenth (15th)
anniversary of the Commencement Date until the Expiration Date. It is intended
that the Fixed Rent shall be an absolutely net return to Landlord throughout
the Term, free of any expense, charge or other deduction whatsoever, with
respect to the Demised Premises, the Building, the Land and/or the ownership,
leasing, operation, management, maintenance, repair, rebuilding, use or
occupation thereof, or any portion thereof, with respect to any interest of
Landlord therein, except as may otherwise expressly be provided in this Lease.


 


R  Floor Space: 
As to the Demised Premises, shall be the quotient the numerator of which
is the sum of the floor area stated in square feet bounded by the exterior
faces of the exterior walls, or by the exterior or Common Area face of any wall
between the Demised Premises and any portion of the Common Areas, or by the
center line of any wall between the Demised Premises and space leased or
available to be leased to a tenant or occupant, and the denominator of which is
equal to one minus the Loss Factor (as hereinafter defined).  For purposes of this Lease the Loss Factor
shall be 13.80 %.  Any reference to Floor
Space of a building shall mean the floor area of all levels or stories of such
building, excluding any roof, except such portion thereof (other than cooling
towers, elevator penthouses, mechanical rooms, chimneys and staircases,
entrances and exits) as is permanently enclosed, and including any interior
basement level or mezzanine area not occupied or used by a tenant on a
continuing or repetitive basis, and any mechanical room, enclosed or interior
truck dock, interior Common Areas, and areas used by Landlord for storage, for
housing meters and/or other equipment or for other purposes.  Any reference to the Floor Space is intended
to refer to the Floor Space of the entire area in question irrespective of the
Person(s) who may be the owner(s) of all or any part thereof.


 


6

















 


S.  Guarantor: The Children’s Place Retail Stores, Inc.
Tenant shall cause the Guarantor to execute and deliver a Guaranty in the form
annexed hereto as Exhibit G contemporaneously with the execution and
delivery of this Lease.


 


T.  Insurance Requirements:  Rules, regulations, orders and other
requirements of the applicable board of underwriters and/or the applicable fire
insurance rating organization and/or any other similar body performing the same
or similar functions and having jurisdiction or cognizance over the Land and
Building, whether now or hereafter in force.


 


U.  Land: 
The Land upon which the Building and Common Areas are located. The Land
is described on Exhibit B.


 


V.  Intentionally omitted.


 


W.  Legal Requirements:  Laws and ordinances of all federal, state, city,
town, county, borough and village governments, and rules, regulations, orders
and directives of all departments, subdivisions, bureaus, agencies or offices
thereof, and of any other governmental, public or quasi-public authorities
having jurisdiction over the Land and Building, whether now or hereafter in
force, including, but not limited to, those pertaining to environmental
matters.


 


X.  Mortgage: 
A mortgage and/or a deed of trust.


 


Y.  Mortgagee: 
A holder of a mortgage or a beneficiary of a deed of trust.


 


Z.  Operating Expenses:  The sum of the following:  (1) the cost and expense
(whether or not within the contemplation of the parties) for the repair,
replacement, maintenance, policing, insurance and operation of the Building and
Land, and (2) the Building Fraction of the sum of (a) the cost and
expense for the repair, replacement, maintenance, policing, insurance and
operation of the Development Common Areas; (b) the Real Estate Taxes, if
any, attributable to the Development Common Areas and (3) the Parking
Charges. The “Operating Expenses” shall, include, without limitation, the
following:  (i) the cost for rent,
casualty, liability, boiler and fidelity insurance, (ii) if an independent
managing agent is employed by Landlord, the fees payable to such agent
(provided the same are competitive with the fees payable to independent
managing agents of comparable facilities in Hudson County), and (iii) costs
and expenses incurred for legal, accounting and other professional services
(including, but not limited to, costs and expenses for in-house or staff legal
counsel or outside counsel at rates not to exceed the reasonable and customary
charges for any such services as would be imposed in an arms length third party
agreement for such services).  In all years
subsequent to Base Year, if Landlord is itself managing the Building and has
not employed an independent third party for such management, Landlord shall be
entitled to 15% of the resulting total of all of the foregoing items making up “Operating
Expenses” for Landlord’s home office administration and overhead cost and
expense.  All items included in Operating
Expenses shall be determined in accordance with generally accepted accounting
principles consistently applied. Notwithstanding anything herein contained to
the contrary, Operating Expenses shall not include 


 


7

















 


the following: (a) expenses
for which Landlord is reimbursed by insurance, or is otherwise directly
compensated therefore (other than tenant reimbursements for Operating
Expenses); (b) expenses associated with any breach of this Lease by
Landlord, or resulting from the breach by any other tenant in the Building of
its’ lease with Landlord; (c) financing costs in connection with any
financing of the Land and/or Building; and (d) brokerage fees and costs
incurred for improvements for other tenants in the Building.


 


AA.  Parking Charges:  The cost and expense of the repair,
replacement, striping, maintenance, policing, insurance, Real Estate Taxes, utilities,
and landscaping attributable to the pro rata share of the parking deck(s) allocated
to the Building.  The pro rata share
shall be determined based upon the number of parking spaces allocated to the
Building divided by the total number of the parking spaces in the parking
deck(s). The parking charges shall include expenses attributable only to the
parking deck(s) and shall not include expenses attributable to any other
improvements.


 


BB.  Permitted Uses: Executive offices of a
character consistent with that of a first class office building.


 


CC.  Person: 
A natural person or persons, a partnership, a corporation, or any other
form of business or legal association or entity.


 


DD.  Intentionally omitted.


 


EE.  Real Estate Taxes:  The real estate taxes, assessments and
special assessments imposed upon the Building, Land and/or Development by any
federal, state, municipal or other governments or governmental bodies or
authorities, and any expenses incurred by Landlord in contesting such taxes or
assessments and/or the assessed value of the Building, Land, or Development
which expenses shall be allocated to the period of time to which such expenses
relate.  If at any time during the Term
the methods of taxation prevailing on the date hereof shall be altered so that
in lieu of, or as an addition to or as a substitute for, the whole or any part
of such real estate taxes, assessments and special assessments now imposed on
real estate there shall be levied, assessed or imposed (a) a tax,
assessment, levy, imposition, license fee or charge wholly or partially as a
capital levy or otherwise on the rents received therefrom, or (b) any
other such additional or substitute tax, assessment, levy, imposition or
charge, then all such taxes, assessments, levies, impositions, fees or charges
or the part thereof so measured or based shall be deemed to be included within
the term “Real Estate Taxes” for the purposes hereof.


 


FF.  Rent: 
The Fixed Rent and the Additional Charges.


 


GG. Rules and
Regulations:  The reasonable rules and
regulations that may be promulgated by Landlord from time to time, which may be
reasonably changed by Landlord from time to time.  The Rules and Regulations now in effect
are attached hereto as Exhibit D.


 


HH.  Security Deposit:  $292,900.00


 


8

















 


II.  Intentionally omitted.


 


JJ.  Successor Landlord:  As defined in Section 9.03.


 


KK.  Superior Lease:  Any lease to which this Lease is, at the time
referred to, subject and subordinate.


 


LL.  Superior Lessor:  The lessor of a Superior Lease or its
successor in interest, at the time referred to.


 


MM.  Superior Mortgage:  Any Mortgage to which this Lease is, at the
time referred to, subject and subordinate.


 


NN.  Superior Mortgagee:  The Mortgagee of a Superior Mortgage at the
time referred to.


 


OO.  Tenant’s Fraction:  The Tenant’s Fraction shall mean the
fraction, the numerator of which shall be the Floor Space of the Demised
Premises and the denominator of which shall be the Floor Space of the Building
(predicated on Demised Premises of 119,979 square feet of Floor Space, Tenant’s
Fraction would be 26.92 %). If the size of the Demised Premises or the Building
shall be changed from the initial size thereof, due to any taking, any
construction or alteration work or otherwise, the Tenant’s Fraction shall be
changed to the fraction the numerator of which shall be the Floor Space of the
Demised Premises and the denominator of which shall be the Floor Space of the
Building.  In the event Landlord determines,
through reasonable investigation, that Tenant’s utilization of any item of
Operating Expenses exceeds the fraction referred to above, Tenant’s Fraction
with respect to such item shall, at Landlord’s option, mean the percentage of
any such item (but not less than the fraction referred to above) which Landlord
reasonably estimates as Tenant’s proportionate share thereof.


 


PP.  Tenant’s Property:  As defined in Section 16.02.


 


QQ. Tenant’s
Work:  The facilities, materials and work
which may be undertaken by or for the account of Tenant (other than the
Landlord’s Work) to equip, decorate and furnish the Demised Premises for Tenant’s
occupancy in accordance with the provisions of Exhibit C.


 


RR.  Term: 
The period commencing on the Commencement Date and ending at 11:59 p.m.
of the Expiration Date, but in any event the Term shall end on the date when
this Lease is earlier terminated.


 


SS.  Unavoidable Delays:  A delay arising from or as a result of a
strike, lockout, or labor difficulty, explosion, sabotage, accident, riot or
civil commotion, act of war, fire or other catastrophe, Legal Requirement or an
act of the other party and any cause beyond the reasonable control of that
party, provided that the party asserting such Unavoidable Delay has exercised
its best efforts to minimize such delay.


 


9

















 


ARTICLE 2 - DEMISE AND TERM


 


2.01. Landlord
hereby leases to Tenant, and Tenant hereby hires from Landlord, the Demised
Premises, for the Term.


 


ARTICLE 3 - RENT


 


3.01. Tenant shall
pay the Fixed Rent in equal monthly installments in advance on the first day of
each and every calendar month during the Term. 
If the Commencement Date occurs on a day other than the first day of a
calendar month, the Fixed Rent for the partial calendar month at the
commencement of the Term shall be prorated.


 


3.02. The Rent
shall be paid in lawful money of the United States to Landlord at its office,
or such other place, or Landlord’s agent, as Landlord shall designate by notice
to Tenant.  Tenant shall pay the Rent
promptly when due without notice or demand therefor and without any abatement,
deduction or setoff for any reason whatsoever, except as may be expressly
provided in this Lease.  If Tenant makes
any payment to Landlord by check, same shall be by check of Tenant and Landlord
shall not be required to accept the check of any other Person, and any check
received by Landlord shall be deemed received subject to collection.  If any check is mailed by Tenant, Tenant
shall post such check in sufficient time prior to the date when payment is due
so that such check will be received by Landlord on or before the date when
payment is due.  Tenant shall assume the
risk of lateness or failure of delivery of the mails, and no lateness or
failure of the mails will excuse Tenant from its obligation to have made the
payment in question when required under this Lease.


 


3.03. No payment
by Tenant or receipt or acceptance by Landlord of a lesser amount than the
correct Rent shall be deemed to be other than a payment on account, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment be deemed an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord’s right to recover the balance
or pursue any other remedy in this Lease or at law provided.


 


3.04. If Tenant is
in arrears in payment of Rent, Tenant waives Tenant’s right, if any, to
designate the items to which any payments made by Tenant are to be credited,
and Landlord may apply any payments made by Tenant to such items as Landlord
sees fit, irrespective of and notwithstanding any designation or request by
Tenant as to the items to which any such payments shall be credited.


 


3.05. In the event
that any installment of Rent due hereunder shall be overdue, a “Late Charge”
equal to four percent (4%) or the maximum rate permitted by law, whichever is
less (“Late Payment Rate”) for Rent so overdue may be charged by Landlord for
each month or part thereof that the same remains overdue (“Late Payment Rate”).  In the event that any check tendered by
Tenant to Landlord is returned for insufficient funds, Tenant shall pay to
Landlord, in addition to the charge imposed by the preceding sentence, a fee of
$50.00.  Any such Late Charges if not
previously paid shall, at the option of the Landlord, be added to and become
part of the next succeeding Rent


 


10














 


payment to be made
hereunder. Notwithstanding anything herein contained to the contrary, as to the
original named Tenant and any Permitted Assignee(s) (as that term is defined in
Article 11.02 hereinbelow), the Late Charge shall be waived once per
Calendar Year provided payment is received by Landlord within ten (10) days of
its due date.


 


ARTICLE 4 - USE OF DEMISED PREMISES


 


4.01. Tenant shall
use and occupy the Demised Premises for the Permitted Uses, and Tenant shall
not use or permit or suffer the use of the Demised Premises or any part thereof
for any other purpose. Landlord represents that the Demised Premises are
legally zoned for the Permitted Uses.


 


4.02. If any
governmental license or permit, including a Certificate of Occupancy shall be
required for the proper and lawful conduct of Tenant’s business in the Demised
Premises or any part thereof, Tenant shall duly procure and thereafter maintain
such license or permit and submit the same to Landlord for inspection.  Tenant shall at all times comply with the
terms and conditions of each such license or permit.  Tenant shall not at any time use or occupy,
or suffer or permit anyone to use or occupy the Demised Premises, or do or
permit anything to be done in the Demised Premises, in any manner which (a) violates
the Certificate of Occupancy for the Demised Premises or for the Building; (b) causes
or is liable to cause injury to the Building or any equipment, facilities or
systems therein; (c) constitutes a violation of the Legal Requirements or
Insurance Requirements; (d) impairs the character, reputation or
appearance of the Building as a first-class office building; (e) impairs
the proper and economic maintenance, operation and repair of the Building
and/or its equipment, facilities or systems; or (f) unreasonably annoys or
inconveniences other tenants or occupants of the Building.


 


ARTICLE 5 - PREPARATION OF DEMISED PREMISES


 


5.01.(a)  The
Demised Premises shall be delivered to Tenant, and Tenant agrees to accept the
same, in “as is” condition; except, however, that prior to delivery of
possession of the Demised Premises, Landlord shall (i) remove the
staircase between the fourth (4th) and fifth (5th) floors of the Building and shall
replace the floor in the area of the staircase so removed, and (ii) remove
all furniture systems (belonging to the existing tenant) from the Demised
Premises.  Except as expressly provided
to the contrary in this Lease, the taking of possession by Tenant of the
Demised Premises shall be conclusive evidence as against Tenant that the
Demised Premises and the Building were in good and satisfactory condition at
the time such possession was taken. Notwithstanding anything herein contained
to the contrary, Landlord agrees that the existing mechanical systems will be
in good working order upon delivery of the Demised Premises to Tenant.


 


5.01.(b)(i) 
Except as expressly set forth in Article 5.01 (a) above, Tenant shall
be responsible for all construction and work to prepare the Demised Premises
for Tenant’s occupancy at Tenant’s cost and expense. Such construction shall be
in accordance with Section 39.09 of this Lease. Prior to performing any
work in the Demised Premises, Tenant shall, within thirty (30) days of the date



 


11

















 


thereof submit to
Landlord for approval final plans and specifications for all construction work
in the Demised Premises including, but not limited to layout, mechanical,
electrical and plumbing plans and finish schedules (“Plans and Specifications”).
Tenant shall employ licensed architect(s) and/or engineer(s) for the
preparation of the Plans and Specifications. 
Landlord shall notify Tenant of Landlord’s approval or disapproval of
such Plans and Specifications no later than twenty (20) days after receipt by
Landlord.  If Landlord disapproves,
Landlord shall specify the reasons for disapproval and Tenant shall, within ten
(10) Business Days of receipt of notice of Landlord’s disapproval, resubmit
revised Plans and Specifications that correct such items. If Landlord has not
responded to Tenant’s submission of Plans and Specifications within twenty (20)
days of receipt thereof, Tenant’s Plans and Specifications so submitted shall
be deemed approved.


 


(ii) Tenant
shall obtain and provide all design and architectural services necessary to
perform Tenant’s Work and shall be responsible for complying with all building
codes and Legal Requirements in connection with Tenant’s Work, prior to
commencing any work in the Demised Premises. 
Upon completion of Tenant’s Work, or upon such earlier date that Tenant
seeks to occupy the Demised Premises, Tenant shall obtain a permanent
certificate of occupancy of the Demised Premises for the Permitted Uses.  The construction of the Demised Premises
shall be performed in a first class workmanlike manner.  At all times when construction of the Demised
Premises is in progress and prior to the Commencement Date, Tenant shall
maintain or cause to be maintained the insurance coverage required under Section 13.02.


 


(iii) Tenant
shall be solely responsible for the structural integrity of the improvements
and for the adequacy or sufficiency of the Plans and Specifications and all the
improvements depicted thereon or covered thereby, and Landlord’s consent
thereto, approval thereof, or incorporation therein of any of its
recommendations shall in no way diminish Tenant’s responsibility therefor or
reduce or mitigate Tenant’s liability in connection therewith.  Landlord shall have no obligations or
liabilities by reason of this Lease in connections with the performance of
construction or of the finish, decorating or installation work performed by
Tenant, or on its behalf, or in connection with the contracts for the
performance thereof entered into by Tenant. 
Any warranties extended or available to Tenant in connection with the
aforesaid work shall be for the benefit also of Landlord. Tenant further agrees
that once it commences construction, it shall diligently and continuously
proceed with construction to completion.


 


(iv)  Notwithstanding anything contained in this Article to
the contrary, in connection with Tenant’s engagement of a “Construction Manager”
and/or “General Contractor” for the performance of Tenant’s Work, Tenant hereby
agrees to allow Landlord to participate in Tenant’s bid solicitation process.
In no event, however, shall Tenant be obligated to engage Landlord as its
Construction Manager and/or General Contractor.


 


5.02. If Landlord
is unable to give possession of the Demised Premises on the Commencement Date
because of the holding-over or retention of possession by any tenant,
undertenant or occupant, Landlord shall not be subject to any liability for
failure to give possession, the validity of this Lease shall not be impaired
under such circumstances, and the Term shall not be extended, but the Rent
shall be abated if Tenant is not responsible for the inability to obtain 


 


12

















 


possession.


 


5.03. Landlord
reserves the right, at any time and from time to time, to increase, reduce or
change the number, type, size, location, elevation, nature and use of any of
the Common Areas and the Building and any other buildings and other
improvements on the Land, including, without limitation, the right to move
and/or remove same, provided same shall not unreasonably block or interfere
with (i) Tenant’s means of ingress or egress to and from the Demised
Premises, or (ii) Tenant’s ability to use and occupy the Demised Premises
for purposes of conducting the Permitted Uses therein. If, as a direct and proximate
result of Landlord’s exercise of its’ rights under this Article 5.03,
Tenant is physically unable to use and occupy the Demised Premises for purposes
of conducting the Permitted Uses therein for a period in excess of three (3) consecutive
Business Days [any such period in excess of three (3) consecutive Business Days
that Tenant is unable to use and occupy the Demised Premises shall hereinafter
be referred to as a “Period of Interruption”], then, upon notice to Landlord,
the Rent shall abate during the Period of Interruption until such time as
Tenant is once again able to use and occupy the Demised Premises for purposes
of conducting the Permitted Uses therein.


 


5.04. Landlord
hereby represents, to the best of its knowledge and belief without investigation,
that it is unaware of any structural defects impacting the Demised Premises or
the Building.


 


ARTICLE 6 - TAX AND OPERATING EXPENSE PAYMENTS


 


6.01. Tenant shall
pay to Landlord, as hereinafter provided, Tenant’s Fraction of the Real Estate
Taxes.  Tenant’s Fraction of the Real
Estate Taxes shall be the Real Estate Taxes in respect of the Building for the
period in question, less the Real Estate Taxes attributable to the Base Year,
multiplied by the Tenant’s Fraction, plus the Real Estate Taxes in respect of
the Land for the period in question, less the Real Estate Taxes attributable to
the Base Year, multiplied by the Tenant’s Fraction.  If any portion of the Building shall be
exempt from all or any part of the Real Estate Taxes, then for the period of
time when such exemption is in effect, the Floor Space on such exempt portion
shall be excluded when making the above computations in respect of the part of
the Real Estate Taxes for which such portion shall be exempt.  Landlord shall estimate the annual amount of
Tenant’s Fraction of the Real Estate Taxes (which estimate may be changed by
Landlord at any time and from time to time), and Tenant shall pay to Landlord
1/12th of the amount so estimated on the first day of each month in advance.  Tenant shall also pay to Landlord on demand
from time to time the amount which, together with said monthly installments,
will be sufficient in Landlord’s reasonable estimation to pay Tenant’s Fraction
of any Real Estate Taxes thirty (30) days prior to the date when such Real
Estate Taxes shall first become due. 
When the amount of any item comprising Real Estate Taxes is finally
determined for a real estate fiscal tax year, Landlord shall submit to Tenant a
statement in reasonable detail of the same (with copies of the appropriate Real
Estate Tax bills), and the figures used for computing Tenant’s Fraction of the
same, and if Tenant’s Fraction so stated is more or less than the amount
theretofore paid by Tenant for such item based on Landlord’s estimate, Tenant
shall pay to Landlord the deficiency within ten (10) days after submission 


 


13

















 


of such statement, or
Landlord shall, at Tenant’s option, either refund to Tenant the excess or apply
same to future installments of Real Estate Taxes due hereunder.  Any Real Estate Taxes for a real estate
fiscal tax year, a part of which is included within the Term and a part of
which is not so included, shall be apportioned on the basis of the number of
days in the real estate fiscal tax year included in the Term, and the real
estate fiscal tax year for any improvement assessment will be deemed to be the
one-year period commencing on the date when such assessment is due, except that
if any improvement assessment is payable in installments, the real estate
fiscal tax year for each installment will be deemed to be the one-year period
commencing on the date when such installment is due.  The above computations shall be made by
Landlord in accordance with generally accepted accounting principles, and the
Floor Space referred to will be based upon the average of the Floor Space in
existence on the first day of each month during the period in question.  In addition to the foregoing, Tenant shall be
responsible for any increase in Real Estate Taxes attributable to assessments
for improvements installed by or for the account of Tenant at the Demised
Premises.  If the Demised Premises are
not separately assessed, the amount of any such increase shall be determined by
reference to the records of the tax assessor.


 


6.02. Tenant shall
pay to Landlord, as hereinafter provided, Tenant’s Fraction of the Operating
Expenses.  Tenant’s Fraction of the
Operating Expenses shall be the Operating Expenses for the period in question,
less the Operating Expenses for the Base Year, multiplied by Tenant’s
Fraction.  Landlord shall estimate Tenant’s
annual Fraction of the Operating Expenses (which estimate may be reasonably
changed by Landlord from time to time), and Tenant shall pay to Landlord 1/12th
of the amount so estimated on the first day of each month in advance.  If at any time Landlord changes its estimate
of Tenant’s Fraction of the Operating Expenses for the then current Calendar
Year or partial Calendar Year, Landlord shall give notice to Tenant of such change
and within ten (10) days after such notice Landlord and Tenant shall adjust for
any overpayment or underpayment during the prior months of the then current
Calendar Year or partial Calendar Year. 
After the end of each Calendar Year, including any partial Calendar Year
at the beginning of the Term, and after the end of the Term, Landlord shall
submit to Tenant a statement in reasonable detail (and accompanied by “back-up”
documentation in support of such calculations) stating Tenant’s Fraction of the
Operating Expenses for such Calendar Year, or partial Calendar Year in the
event the Term shall begin on a date other than a January 1st and/or end
on a date other than a December 31st, as the case may be, and stating the
Operating Expenses for the period in question and the figures used for
computing Tenant’s Fraction, and if Tenant’s Fraction so stated for such period
is more or less than the amount paid for such period, Tenant shall pay to
Landlord the deficiency within ten (10) days after submission of such
statement, or Landlord shall, at Tenant’s option, either refund to Tenant the
excess or apply same to future installments of Operating Expenses due
hereunder.  All computations shall be
made in accordance with generally accepted accounting principles.


 


6.03.  Each such statement given by Landlord
pursuant to Section 6.01 or Section 6.02 shall be conclusive and
binding upon Tenant unless within sixty (60) days after the receipt of such
statement Tenant shall notify Landlord that it disputes the correctness of the
statement, specifying the particular respects in which the statement is claimed
to be incorrect.  If such dispute is not
settled by agreement, either party may (but shall not be obligated to) submit
the dispute to arbitration as provided in Article 36.  Pending the determination of such dispute by
agreement or 


 


14

















 


arbitration as aforesaid,
Tenant shall, within ten (10) days after receipt of such statement, pay the
Additional Charges in accordance with Landlord’s statement, without prejudice
to Tenant’s position.  If the dispute
shall be determined in Tenant’s favor, Landlord shall forthwith pay to Tenant
the amount of Tenant’s overpayment resulting from compliance with Landlord’s
statement.


 


6.04. In determining the
amount of Operating Expenses for the Base Year and all subsequent Calendar
Years for the purpose of this Article 6 and Article 1.01 Z., Landlord
agrees that if less than 95% of the Floor Space in the Building shall have been
occupied by tenants and fully used by them at any time during the year,
including without limitation the Base Year, Operating Expenses shall be deemed
for the purposes of this Article to be increased to an amount equal to the
like Operating Expense which would normally be expected to be incurred, had
such occupancy been 95% and had such full utilization been made during the
entire period.


 


ARTICLE 7 - COMMON
AREAS


 


7.01. So long as
Tenant is not in default under this Lease beyond the applicable cure period,
subject to the provisions of Section 5.04, Landlord will operate, manage,
equip, light, repair and maintain, or cause to be operated, managed, equipped,
lighted, repaired and maintained, the Common Areas for their intended purposes
and in a manner consistent with that of a first class office building in Hudson
County, New Jersey.  Landlord reserves
the right, at any time and from time to time, to construct within the Common
Areas kiosks, fountains, aquariums, planters, pools and sculptures, and to
install vending machines, telephone booths, benches and the like, provided same
shall not unreasonably block or interfere with Tenant’s means of ingress or
egress to and from the Demised Premises, and provided the same are consistent
with installations in first class office buildings in Hudson County, New
Jersey.


 


7.02. So long as
Tenant is not in default under this Lease beyond the applicable cure period,
Tenant and its subtenants and concessionaires, and their respective officers,
employees, agents, customers and invitees, shall have the non-exclusive right,
in common with Landlord and all others to whom Landlord has granted or may
hereafter grant such right, but subject to the Rules and Regulations, to
use the Common Areas.  Landlord reserves
the right, at any time and from time to time, to close temporarily all or any
portions of the Common Areas when in Landlord’s reasonable judgment any such
closing is necessary or desirable (a) to make repairs or changes or to
effect construction, (b) to prevent the acquisition of public rights in
such areas, (c) to discourage unauthorized parking, or (d) to protect
or preserve natural persons or property. Landlord may do such other acts in and
to the Common Areas as in its judgment may be desirable to improve or maintain
same.


 


7.03. Tenant
agrees that it, any subtenant or licensee and their respective officers,
employees, contractors and agents will park their automobiles and other
vehicles only where and as permitted by Landlord.  Tenant will, if and when so requested by
Landlord, furnish Landlord with the license numbers of any vehicles of Tenant,
any subtenant or licensee and their respective officers, 


 


15

















 


employees and agents.


 


7.04 Tenant shall
be entitled to the use of a total of four (4) parking spaces per 1000 square
feet of Floor Space of the Demised Premises. 22 of the parking spaces shall be
located under the Building and shall be for the exclusive use of Tenant. The
remainder of the parking spaces shall be located in the parking deck(s) and
grade level parking serving the Building and shall be provided on a
non-exclusive basis.


 


ARTICLE 8 - SECURITY


 


8.01. Tenant has
deposited with Landlord the Security Deposit as security for the full and
faithful payment and performance by Tenant of Tenant’s obligations under this
Lease.  If Tenant defaults in the full
and prompt payment and performance of any of its obligations under this Lease,
including, without limitation, the payment of Rent, Landlord may use, apply or
retain the whole or any part of the Security Deposit to the extent required for
the payment of any Rent or any other sums as to which Tenant is in default or
for any sum which Landlord may expend or may be required to expend by reason of
Tenant’s default in respect of any of Tenant’s obligations under this Lease,
including, without limitation, any damages or deficiency in the reletting of
the Demised Premises, whether such damages or deficiency accrue before or after
summary proceedings or other re-entry by Landlord.  If Landlord shall so use, apply or retain the
whole or any part of the security, Tenant shall upon demand immediately deposit
with Landlord a sum equal to the amount so used, applied and retained, as
security as aforesaid.  If Tenant shall
fully and faithfully pay and perform all of Tenant’s obligations under this
Lease, the Security Deposit or any balance thereof to which Tenant is entitled
shall be returned or paid over to Tenant within thirty (30) days after the
later of (i) the date on which this Lease shall expire or sooner end or
terminate, and (ii) delivery to Landlord of entire possession of the
Demised Premises.  In the event of any
sale or leasing of the Land, Landlord shall have the right to transfer the
security to which Tenant is entitled to the vendee or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return or payment
thereof; and Tenant shall look solely to the new landlord for the return or
payment of the same; and the provisions hereof shall apply to every transfer or
assignment made of the same to a new landlord. 
Tenant shall not assign or encumber or attempt to assign or encumber the
monies deposited herein as security, and neither Landlord nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance. The Security Deposit shall be considered
trust funds for the purpose of carrying out the provisions of this Lease. Any
use of the Security Deposit, other than for the purpose of carrying out the
provisions of this Lease, shall be deemed a default of this Lease. In the event
the Demised Premises are sold and the Security Deposit is transferred to the
contract vendee, Landlord shall obtain and provide to Tenant a certification
executed by the contract vendee confirming receipt of the Security Deposit by
the latter.


 


8.01(b).In lieu of
the cash security required by this Lease, Tenant shall provide to Landlord an
irrevocable Letter of Credit in the amount of the Security Deposit in form
annexed hereto as Exhibit F and issued by a financial institution approved
by Landlord and otherwise conforming 


 


16

















 


to Exhibit F,
annexed hereto and made a part hereof. 
Landlord shall have the right, upon written notice to Tenant (except for
Tenant’s non-payment of Rent or for Tenant’s failure to comply with Article 8.03
for which no notice shall be required), and regardless of the exercise of any
other remedy the Landlord may have by reason of a default, to draw upon said
Letter of Credit to cure any default of Tenant or for any purpose authorized by
section 8.01(a) of this Lease and if Landlord does so, Tenant shall, upon
demand, additionally fund the Letter of Credit with the amount so drawn so that
Landlord shall have the full deposit on hand at all times during the Term of
the Lease and for a period of thirty (30) days’ thereafter. In the event of a
sale of the Building or a lease of the Building subject to this Lease, Landlord
shall have the right to transfer the security to the vendee or lessee.


 


8.02. The Letter
of Credit shall expire not earlier than thirty (30) days after the Expiration
Date of this Lease.  Upon Landlord’s
prior consent, the Letter of Credit may be of the type which is automatically
renewed on an annual basis (Annual Renewal Date), provided however, in such
event Tenant shall maintain the Letter of Credit and its renewals in full force
and effect during the entire Term of this Lease (including any renewals or
extensions) and for a period of thirty (30) days thereafter. The Letter of
Credit will contain a provision requiring the issuer thereof to give the
beneficiary (Landlord) sixty (60) days’ advance written notice of its intention
not to renew the Letter of Credit on the next Annual Renewal Date.


 


8.03. In the event
Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of
Credit, in the amount stated above, on or before thirty (30) days prior to the
next Annual Renewal Date, said failure shall be deemed a default under this
Lease.  Landlord may, in its discretion
treat the same as a default in the payment of Rent or any other default and
pursue the appropriate remedy.  In
addition, and not in limitation, Landlord shall be permitted to draw upon the
Letter of Credit as in the case of any other default by Tenant under the Lease.


 


ARTICLE 9 - SUBORDINATION


 


9.01. This Lease,
and all rights of Tenant hereunder, are and shall be subject and subordinate to
all ground leases and underlying leases of the Land and/or the Building now or
hereafter existing and to all Mortgages which may now or hereafter affect the
Land and/or building and/or any of such leases, whether or not such Mortgages
or leases shall also cover other lands and/or buildings, to each and every
advance made or hereafter to be made under such Mortgages, and to all renewals,
modifications, replacements and extensions of such leases and such Mortgages
and spreaders and consolidations of such Mortgages.  The provisions of this Section 9.01
shall be self-operative and no further instrument of subordination shall be
required.  In confirmation of such
subordination, Tenant shall promptly execute, acknowledge and deliver any
instrument that Landlord, the lessor under any such lease or the Mortgagee of
any such Mortgage or any of their respective successors in interest may
reasonably request to evidence such subordination; and if Tenant fails to
execute, acknowledge or deliver any such instruments within 10 days after
request therefor, Tenant hereby irrevocably constitutes and appoints Landlord
as Tenant’s attorney-in-fact, coupled with an interest, to execute and deliver
any such instruments for and on behalf of Tenant.


 


17

















 


9.02. If any act
or omission of Landlord would give Tenant the right, immediately or after lapse
of a period of time, to cancel or terminate this Lease, or to claim a partial
or total eviction, Tenant shall not exercise such right (a) until it has
given written notice of such act or omission to Landlord and each Superior Mortgagee
and each Superior Lessor whose name and address shall previously have been
furnished to Tenant, and (b) until a reasonable period for remedying such
act or omission shall have elapsed following the giving of such notice and
following the time when such Superior Mortgagee or Superior Lessor shall have
become entitled under such Superior Mortgage or Superior Lease, as the case may
be, to remedy the same (which reasonable period shall in no event be less than
the period to which Landlord would be entitled under this Lease or otherwise,
after similar notice, to effect such remedy), provided such Superior Mortgagee
or Superior Lessor shall with due diligence give Tenant notice of intention to,
and commence and continue to, remedy such act or omission.


 


9.03. If any
Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord
under this Lease, whether through possession or foreclosure action or delivery
of a new lease or deed, then at the request of such party so succeeding to
Landlord’s rights (“Successor Landlord”) and upon such Successor Landlord’s
written agreement to accept Tenant’s attornment, Tenant shall attorn to and
recognize such Successor Landlord as Tenant’s landlord under this Lease and
shall promptly execute and deliver any instrument that such Successor Landlord
may reasonably request to evidence such attornment.  Upon such attornment this Lease shall
continue in full force and effect as a direct lease between the Successor
Landlord and Tenant upon all of the terms, conditions and covenants as are set
forth in this Lease except that the Successor Landlord shall not (a) be
liable for any previous act or omission of Landlord under this Lease; (b) be
subject to any offset, not expressly provided for in this Lease, which
theretofore shall have accrued to Tenant against Landlord; (c) be liable
for the return of any Security Deposit, in whole or in part, to the extent that
same is not paid over to the Successor Landlord; or (d) be bound by any
previous modification of this Lease or by any previous prepayment of more than
one month’s Fixed Rent or Additional Charges, unless such modification or
prepayment shall have been expressly approved in writing by the Superior Lessor
of the Superior Lease or the Mortgagee of the Superior Mortgage through or by
reason of which the Successor Landlord shall have succeeded to the rights of
Landlord under this Lease.


 


9.04. If any then
present or prospective Superior Mortgagee shall require any modification(s) of
this Lease, Tenant shall promptly execute and deliver to Landlord such
instruments effecting such modification(s) as Landlord shall request, provided
that such modification(s) do not adversely affect in any material respect any
of Tenant’s rights under this Lease.


 


ARTICLE 10 - QUIET ENJOYMENT


 


10.01. So long as
Tenant pays all of the Rent and performs all of Tenant’s other obligations
hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Demised
Premises without hindrance, ejection or molestation by Landlord or any person
lawfully claiming through or under Landlord, subject, nevertheless, to the
provisions of this Lease and to Superior Leases and Superior Mortgages.


 


18

















 


ARTICLE 11 - ASSIGNMENT, SUBLETTING AND MORTGAGING


 


11.01. Tenant
shall not, whether voluntarily, involuntarily, or by operation of law or
otherwise, (a) assign or otherwise transfer this Lease, or offer or
advertise to do so, (b) sublet the Demised Premises or any part thereof,
or offer or advertise to do so, or allow the same to be used, occupied or
utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or
otherwise hypothecate this Lease in any manner whatsoever, without in each
instance obtaining the prior written consent of Landlord.


 


Landlord agrees
not to unreasonably withhold its consent to the subletting of the Demised
Premises or an assignment of this Lease. 
In determining reasonableness, Landlord may take into consideration all
relevant factors surrounding the proposed sublease and assignment, including,
without limitation, the following: (i) The business reputation of the
proposed assignee or subtenant and its officers or directors in relation to the
other tenants or occupants of the Building or Development; (ii) the nature
of the business and the proposed use of the Demised Premises by the proposed
assignee or subtenant in relation to the other tenants or occupants of the
Building or Development; (iii) whether the proposed assignee or subtenant is
then a tenant (or subsidiary, affiliate or parent of a tenant) of other space
in the Building or Development, or any other property owned or managed by
Landlord or its affiliates; (iv) the financial condition of the proposed
assignee or subtenant; (v) restrictions, if any, contained in leases or
other agreements affecting the Building and the Development; (vi) the
effect that the proposed assignee’s or subtenant’s occupancy or use of the
Demised Premises would have upon the operation and maintenance of the Building
and the Development; (vii) the extent to which the proposed assignee or
subtenant and Tenant provide Landlord with assurances reasonably satisfactory
to Landlord as to the satisfaction of Tenant’s obligations hereunder.  In any event, at no time shall there be more
than two (2) subtenants of the Demised Premises permitted.


 


In the event the
Demised Premises are sublet or this Lease is assigned, Tenant shall pay to
Landlord as an Additional Charge the following amounts less the actual
reasonable expense incurred by Tenant in connection with such assignment or
subletting, as substantiated by Tenant, in writing, to Landlord’s reasonable
satisfaction, including, without limitation, a reasonable brokerage fee and
reasonable legal fees, as the case may be: (i) in the case of an assignment,
an amount equal to fifty percent (50%) of all sums and other consideration paid
to Tenant by the assignee for or by reason of such assignment, and (ii) in
the case of a sublease, fifty percent (50%) of any rents, additional charge or
other consideration payable under the sublease to Tenant by the subtenant which
is in excess of the Fixed Rent and Additional Charges accruing during the term
of the sublease in respect of the subleased space (at the rate per square foot
payable by Tenant hereunder) pursuant to the terms hereof.


 


Notwithstanding
anything herein contained to the contrary, any Person which, directly or
indirectly, controls or is controlled by or is under common control with Tenant
(an “Affiliate”) may occupy all or any portion of the Demised Premises along
with or in place of Tenant without 


 


19

















 


the consent of Landlord.
Such occupancy by Tenant’s Affiliates shall not be deemed an assignment or
other transfer of the Lease, nor shall any such Affiliate have any rights under
this Lease.


 


11.02. If at any
time (a) the original Tenant named herein, (b) the then Tenant, (c) any
Guarantor, or (d) any Person owning a majority of the voting stock of, or
directly or indirectly controlling, the then Tenant shall be a corporation or
partnership, any transfer of voting stock or partnership interest resulting in
the person(s) who shall have owned a majority of such corporation’s shares of
voting stock or the general partners’ interest in such partnership, as the case
may be, immediately before such transfer, ceasing to own a majority of such
shares of voting stock or general partner’s interest, as the case may be,
except as the result of transfers by inheritance, shall be deemed to be an
assignment of this Lease as to which Landlord’s consent shall have been
required, and in any such event Tenant shall notify Landlord.  The provisions of this Section 11.02
shall not be applicable to any corporation all the outstanding voting stock of
which is listed on a national securities exchange (as defined in the Securities
Exchange Act of 1934, as amended) or is traded in the over-the-counter market
with quotations reported by the National Association of Securities Dealers
through its automated system for reporting quotations and shall not apply to
transactions with a corporation into or with which the then Tenant is merged or
consolidated or to which substantially all of the then Tenant’s assets are
transferred or to any corporation which controls or is controlled by the then
Tenant or is under common control with the then Tenant, provided that in any of
such events (i) the successor to Tenant has a net worth computed in
accordance with generally accepted accounting principles at least equal to the
greater of (1) the net worth of Tenant immediately prior to such merger,
consolidation or transfer, or (2) the net worth of the original Tenant on
the date of this Lease, and (ii) proof satisfactory to Landlord of such
net worth shall have been delivered to Landlord at least 10 days prior to the
effective date of any such transaction (the entities referenced in this
preceding sentence shall sometimes be referred to collectively as “Permitted
Assignees” and individually as a “Permitted Assignee.”).  For the purposes of this Section, the words “voting
stock” shall refer to shares of stock regularly entitled to vote for the
election of directors of the corporation. 
Landlord shall have the right at any time and from time to time during
the Term to inspect the stock record books of the corporation to which the
provisions of this Section 11.02 apply, and Tenant will produce the same
on request of Landlord.


 


11.03. If this
Lease is assigned, whether or not in violation of this Lease, Landlord may
collect rent from the assignee.  If the
Demised Premises or any part thereof are sublet or used or occupied by anybody
other than Tenant, whether or not in violation of this Lease, Landlord may,
after default by Tenant, and expiration of Tenant’s time to cure such default,
collect rent from the subtenant or occupant. 
In either event, Landlord may apply the net amount collected to the
Rent, but no such assignment, subletting, occupancy or collection shall be
deemed a waiver of any of the provisions of Section 11.01 or Section 11.02,
or the acceptance of the assignee, subtenant or occupant as tenant, or a
release of Tenant from the performance by Tenant of Tenant’s obligations under
this Lease.  The consent by Landlord to
any assignment, mortgaging, subletting or use or occupancy by others shall not
in any way be considered to relieve Tenant from obtaining the express written
consent of Landlord to any other or further assignment, mortgaging or
subletting or use or occupancy by others not expressly permitted by this Article 11.  References in this Lease to use or occupancy
by others (that is, anyone other than Tenant) shall not be construed as limited
to


 


20














 


subtenants and those
claiming under or through subtenants but shall be construed as including also
licensees and others claiming under or through Tenant, immediately or remotely.


 


11.04. Any
permitted assignment or transfer, whether made with Landlord’s consent pursuant
to Section 11.01 or without Landlord’s consent if permitted by Section 11.02,
shall be made only if, and shall not be effective until, the assignee shall
execute, acknowledge and deliver to Landlord an agreement in form and substance
satisfactory to Landlord whereby the assignee shall assume Tenant’s obligations
under this Lease and whereby the assignee shall agree that all of the
provisions in this Article 11 shall, notwithstanding such assignment or
transfer, continue to be binding upon it in respect to all future assignments
and transfers.  Notwithstanding any
assignment or transfer, whether or not in violation of the provisions of this
Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee,
transferee, or any other party, the original Tenant and any other person)s) who
at any time was or were Tenant shall remain fully liable for the payment of the
Rent and for Tenant’s other obligations under this Lease.


 


11.05. The
liability of the original named Tenant and any other Person(s) (including but
not limited to any Guarantor) who at any time are or become responsible for
Tenant’s obligations under this Lease shall not be discharged, released or
impaired by any agreement extending the time of, or modifying any of the terms
or obligations under this Lease, or by any waiver or failure of Landlord to
enforce, any of this Lease.


 


11.06. The listing
of any name other than that of Tenant, whether on the doors of the Demised
Premises or the Building directory, or otherwise, shall not operate to vest any
right or interest in this Lease or in the Demised Premises, nor shall it be
deemed to be the consent of Landlord to any assignment or transfer of this
Lease or to any sublease of the Demised Premises or to the use or occupancy thereof
by others.  Notwithstanding anything
contained in this Lease to the contrary, Landlord shall have the absolute right
to withhold its consent to an assignment or subletting to a Person who is
otherwise a tenant or occupant of the Building, or of a building owned or
managed by Landlord or its affiliated entities.


 


11.07. Without
limiting any of the provisions of Article 27, if pursuant to the Federal
Bankruptcy Code (or any similar law hereafter enacted having the same general
purpose), Tenant is permitted to assign this Lease notwithstanding the
restrictions contained in this Lease, adequate assurance of future performance
by an assignee expressly permitted under such Code shall be deemed to mean the
deposit of cash security in an amount equal to the sum of one (1) year’s Fixed
Rent plus an amount equal to the Additional Charges for the Calendar Year
preceding the year in which such assignment is intended to become effective,
which deposit shall be held by Landlord for the balance of the Term, without
interest, as security for the full performance of all of Tenant’s obligations
under this Lease, to be held and applied in the manner specified for security
in Section 8.01.


 


11.08.  If Tenant shall propose to assign or in any
manner transfer this Lease or any interest therein, or sublet the Demised
Premises or any part or parts thereof, or grant any concession or license or
otherwise permit occupancy of all or any part of the Demised Premises by any
person, 


 


21

















 


Tenant shall give notice
thereof to Landlord, together with a copy of the proposed instrument that is to
accomplish same and such financial and other information pertaining to the
proposed assignee, transferee, subtenant, concessionaire or licensee as Landlord
shall require, and Landlord may, in addition to Landlord’s right to give or
withhold consent, terminate this Lease by notice (“Landlord’s Termination
Notice”) given to Tenant within thirty (30) days after receipt of said proposed
instrument and financial and other information, and upon the date specified in
such notice, which date shall be not less than 30 days and not more than 60
days after the giving of said notice, this Lease shall terminate.  Landlord’s election to terminate this Lease
as provided above may be cancelled if, within ten (10) days of Tenant’s receipt
of Landlord’s Notice, Tenant advises Landlord, by written notice to that effect
(“Tenant’s Rescission Notice”) that Tenant has withdrawn its proposal to assign
or sublet the Demised Premises, in which event the Lease shall continue
uninterrupted in accordance with its’ terms. If Landlord does not so terminate
this Lease, (or if Landlord terminates this Lease and Tenant rescinds such
termination as provided herein) and (if Landlord consents to the subject
transaction or if Landlord’s consent is not required to same) if Tenant does
not consummate the subject transaction within 60 days after the last day on
which Landlord might have so terminated this Lease as a result of such
transaction, Tenant shall again be required to comply with the provisions of
this Section 11.08 in connection with any such transaction as if the
notice by Tenant referred to above in this Section 11.08 had not been
given.  Notwithstanding anything
contained in this Lease to the contrary, Landlord shall not be obligated to
entertain or consider any request by Tenant to consent to any proposed
assignment of this Lease or sublet of all or any part of the Demised Premises
unless each request by Tenant is accompanied by a non-refundable fee payable to
Landlord in the amount of One Thousand Dollars ($1,000.00) to cover Landlord’s
administrative, legal, and other costs and expenses incurred in processing each
of Tenant’s requests.  Neither Tenant’s
payment nor Landlord’s acceptance of the foregoing fee shall be construed to
impose any obligation whatsoever upon Landlord to consent to Tenant’s request.


 


ARTICLE 12 - COMPLIANCE WITH LAWS


 


12.01. Tenant
shall comply with all Legal Requirements which shall, in respect of the Demised
Premises or the use and occupation thereof, or the abatement of any nuisance
in, on or about the Demised Premises, impose any violation, order or duty on
Landlord or Tenant; and Tenant shall pay all the costs, expenses, fines,
penalties and damages which may be imposed upon Landlord or any Superior Lessor
by reason of or arising out of Tenant’s failure to fully and promptly comply
with and observe the provisions of this Section 12.01.  However, Tenant need not comply with any such
law or requirement of any public authority so long as Tenant shall be
contesting the validity thereof, or the applicability thereof to the Demised
Premises, in accordance with Section 12.02.


 


12.02. Tenant may
contest, by appropriate proceedings prosecuted diligently and in good faith,
the validity, or applicability to the Demised Premises, of any Legal
Requirement, provided that (a) Landlord shall not be subject to criminal
penalty or to prosecution for a crime or offense, and neither the Demised
Premises nor any part thereof shall be subject to being condemned or vacated,
by reason of non-compliance or otherwise by reason of such contest; (b) before
the commencement of such contest, Tenant shall furnish to Landlord either (i) the
bond of a surety company 


 


22

















 


satisfactory to Landlord,
which bond shall be, as to its provisions and form, satisfactory to Landlord,
and shall be in an amount at least equal to 125% of the cost of such compliance
(as estimated by a reputable contractor designated by Landlord) and shall
indemnify Landlord against the cost thereof and against all liability for
damages, interest, penalties and expenses (including reasonable attorneys’ fees
and expenses), resulting from or incurred in connection with such contest or
non-compliance, or (ii) other security in place of such bond satisfactory
to Landlord;  (c) such
non-compliance or contest shall not constitute or result in any violation of
any Superior Lease or Superior Mortgage, or if any such Superior Lease and/or
Superior Mortgage shall permit such non-compliance or contest on condition of
the taking of action or furnishing of security by Landlord, such action shall
be taken and such security shall be furnished at the expense of Tenant; and (d) Tenant
shall keep Landlord advised as to the status of such proceedings.  Without limiting the application of the
above, Landlord shall be deemed subject to prosecution for a crime or offense
if Landlord, or its managing agent, or any officer, director, partner,
shareholder or employee of Landlord or its managing agent, as an individual, is
charged with a crime or offense of any kind or degree whatsoever, whether by
service of a summons or otherwise, unless such charge is withdrawn before
Landlord or its managing agent, or such officer, director, partner, shareholder
or employee of Landlord or its managing agent (as the case may be) is required
to plead or answer thereto. 
Notwithstanding anything contained in this Lease to the contrary, Tenant
shall not file any Real Estate Tax Appeal with respect to the Land, Building or
the Demised Premises.


 


12.03. Tenant
shall not use in any way, or permit or suffer the use of the Demised Premises
or any part thereof, to either directly or indirectly prepare, produce,
generate, manufacture, refine, treat, transport, store, maintain, handle,
dispose of, transfer, or process any Hazardous Substance as defined herein,
except that the use of such products and materials as are customarily used in
the care, maintenance, cleaning, operation or repair of buildings such as the
Building shall be permitted as long as they are used and disposed of in
compliance with Legal Requirements. For the purposes of this Lease, “Hazardous
Substance” means any pollutant, contaminant, toxic or hazardous waste, dangerous
substance, potentially dangerous substance, noxious substance, toxic substance,
flammable, explosive, radioactive material, urea formaldehyde foam insulation,
asbestos, PCBs, or any other substances the removal of which is required, or
the manufacture, preparation, production, generation, use, maintenance,
treatment, storage, transfer, handling, or ownership of which is restricted,
prohibited, regulated, or penalized by any and all federal, state, county, or
municipal statutes or laws now or at any time hereafter in effect, including
but not limited to, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. §§9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. §§5101 et seq.), the Resource Conservation and
Recovery Act (42 U.S.C. §§6901 et seq.), the Federal Water Pollution Control
Act (33 U.S.C. §§1251 et seq.), the Clean Air Act (42 U.S.C. §§7401 et seq.),
the Toxic Substances Control Act, as amended (15 U.S.C. §§2601 et seq.), and
the Occupational Safety and Health Act (29 U.S.C. §§651 et seq.), as these laws
have been amended or supplemented. 
Landlord shall be responsible, at Landlord’s expense, for compliance
with any applicable Legal Requirements, relating to the removal, encapsulation
or other treatment of any Hazardous Substance hereafter present within the
Demised Premises, unless such Hazardous Substance shall have been placed in,
on, or about the Demised Premises by Tenant or by any of Tenant’s (or its
affiliate’s or subtenant’s) agents, employees or contractors.  If at any time during the Term, Tenant shall
deliver a certification of a 


 


23

















 


qualified asbestos
hygienist certifying that asbestos and/or asbestos-containing materials
(collectively, “ACM”) is located in the Demised Premises [and which ACM shall
not have been placed in, on, or about the Demised Premises by Tenant or by any
of Tenant’s (or its affiliate’s or subtenant’s) agents, employees or
contractors], Landlord shall, upon Tenant’s request, at Landlord’s sole cost
and expense, remove or encapsulate such ACM in compliance with Legal
Requirements relating to the removal and/or encapsulation thereof and restore
any alterations previously performed in such portion of the Demised Premises.
Landlord hereby represents, to the best of its knowledge and belief without
investigation, that the there are no Hazardous Substances in violation of
applicable laws present in the Demised Premises.


 


ARTICLE 13 - INSURANCE AND INDEMNITY


 


13.01. Landlord
shall maintain or cause to be maintained All Risk insurance in respect of the
Building and other improvements on the Land normally covered by such insurance
(except for the property Tenant is required to cover with insurance under Section 13.02
and similar property of other tenants and occupants of the Building or
buildings and other improvements which are on land neither owned by nor leased
to Landlord) for the benefit of Landlord, any Superior Lessors, any Superior
Mortgagees and any other parties Landlord may at any time and from time to time
designate, as their interests may appear, but not for the benefit of Tenant,
and shall maintain rent insurance as required by any Superior Lessor or any
Superior Mortgagee.  The All Risk
insurance will be in the amounts required by any Superior Lessor or any
Superior Mortgagee but not less than the full replacement value of the
Building.  Landlord may also maintain any
other forms and types of insurance which Landlord shall deem reasonable in
respect of the Building and Land. 
Landlord shall have the right to provide any insurance maintained or
caused to be maintained by it under blanket policies.


 


13.02. Tenant
shall maintain the following insurance:  (a) commercial
general liability insurance in respect of the Demised Premises and the conduct
and operation of business therein, having a limit of liability not less than a
$5,000,000. per occurrence for bodily injury or property damage. coverage to
include but not be limited to premises/operations, completed operations, contractual
liability and product liability; (b) automobile liability insurance
covering all owned, hired and non-owned vehicles used by the Tenant in
connection with the premises and any loading or unloading of such vehicles,
with a limit of liability not less than $2,000,000 per accident; (c) worker’s
compensation and employers liability insurance as required by statutes, but in
any event not less than $500,000. for Employers Liability; (d) All Risk
insurance in respect of loss or damage to Tenant’s stock in trade, fixtures,
furniture, furnishings, removable floor coverings, equipment, signs and all
other property of Tenant in the Demised Premises in an amount equal to the full
replacement value thereof as same might increase from time to time or such
higher amount as either may be required by the holder of any fee mortgage, or
is necessary to prevent Landlord and/or Tenant from becoming a co-insurer. Such
insurance shall include coverage for property of others in the care, custody
and control of Tenant in amounts sufficient to cover the replacement value of
such property, to the extent of Tenant’s liability therefor; and (e) such
other insurance as Landlord may reasonably require.  Landlord may at any time and from time to
time require that the limits for the general 


 


24

















 


liability insurance to be
maintained by Tenant be increased to the limits that new tenants in the
Building are required by Landlord to maintain. 
Tenant shall deliver to Landlord and any additional insured(s) certificates
for such fully paid-for policies upon execution hereof.  Tenant shall procure and pay for renewals of
such insurance from time to time before the expiration thereof, and Tenant
shall deliver to Landlord and any additional insured(s) certificates therefor
at least thirty (30) days before the expiration of any existing policy.  All such policies shall be issued by
companies acceptable to Landlord, having a Bests Rating of not less than A, Class VII
(or an equivalent S&P rating if requested by Landlord), and licensed to do
business in New Jersey, and all such policies shall contain a provision whereby
the same cannot be canceled unless Landlord and any additional insured(s) are
given at least thirty (30) days’ prior written notice of such
cancellation.  The policies and
certificates of insurance (such certificates to be on Acord form 27 or its
equivalent) to be delivered to Landlord by Tenant pursuant to this Section 13.02
(other than workers compensation insurance) shall name Landlord as an
additional insured and, at Landlord’s request, shall also name any Superior
Lessors or Superior Mortgagees as additional insureds, and the following phrase
must be typed on the certificate of insurance: “Hartz Mountain Industries, Inc.,
and its respective subsidiaries, affiliates, associates, joint ventures, and
partnerships, and (if Landlord has so requested) Superior Lessors and Superior
Mortgagees are hereby named as additional insureds as their interests may
appear.  It is intended for this insurance
to be primary and non-contributing.” 
Tenant shall give Landlord at least thirty (30) days’ prior written
notice that any such policy is being canceled or replaced.


 


13.03. Tenant
shall not do, permit or suffer to be done any act, matter, thing or failure to
act in respect of the Demised Premises or use or occupy the Demised Premises or
conduct or operate Tenant’s business in any manner objectionable to any
insurance company or companies whereby the fire insurance or any other
insurance then in effect in respect of the Land and Building or any part
thereof shall become void or suspended or whereby any premiums in respect of
insurance maintained by Landlord shall be higher than those which would
normally have been in effect for the occupancy contemplated under the Permitted
Uses.  In case of a breach of the
provisions of this Section 13.03, in addition to all other rights and
remedies of Landlord hereunder, Tenant shall (a) indemnify Landlord and
the Superior Lessors and hold Landlord and the Superior Lessors harmless from
and against any loss which would have been covered by insurance which shall
have become void or suspended because of such breach by Tenant and (b) pay
to Landlord any and all increases of premiums on any insurance, including,
without limitation, rent insurance, resulting from any such breach.


 


13.04. Tenant
shall indemnify and hold harmless Landlord and all Superior Lessors and its and
their respective partners, joint venturers, directors, officers, agents,
servants and employees from and against any and all claims arising from or in
connection with (a) the conduct or management of the Demised Premises or
of any business therein, or any work or thing whatsoever done, or any condition
created (other than by Landlord) in the Demised Premises during the Term or
during the period of time, if any, prior to the Commencement Date that Tenant
may have been given access to the Demised Premises; (b) any act, omission
or negligence of Tenant or any of its subtenants or licensees or its or their
partners, joint venturers, directors, officers, agents, employees or
contractors; (c) any accident, injury or damage whatever (unless caused
solely by Landlord’s negligence) 


 


25

















 


occurring in the Demised
Premises; and (d) any breach or default by Tenant in the full and prompt
payment and performance of Tenant’s obligations under this Lease; together with
all costs, expenses and liabilities incurred in or in connection with each such
claim or action or proceeding brought thereon, including, without limitation,
all attorneys’ fees and expenses.  In
case any action or proceeding is brought against Landlord and/or any Superior
Lessor and/or its or their partners, joint venturers, directors, officers,
agents and/or employees by reason of any such claim, Tenant, upon notice from
Landlord or such Superior Lessor, shall resist and defend such action or
proceeding by counsel reasonably satisfactory to Landlord.


 


13.05. Landlord
shall indemnify and hold harmless Tenant and its partners, joint venturers,
directors, officers, agents, servants and employees from and against any and
all claims arising from or in connection with (a) any work done or any
condition created in the Common Areas (other than by Tenant, its, agents,
representatives, contractors and employees); and (b) any willful act or
negligence of Landlord or its agents, representatives, employees or
contractors; together with all costs, expenses and liabilities incurred in or
in connection with each such claim or action or proceeding brought thereon,
including, without limitation, all reasonable attorneys’ fees and
expenses.  In case any action or
proceeding is brought against Tenant and/or its partners, joint venturers,
directors, officers, agents and/or employees by reason of any such claim,
Landlord, upon notice from Tenant shall resist and defend such action or
proceeding by counsel reasonably satisfactory to Tenant.  Counsel designated by Landlord’s insurance
carrier shall be deemed acceptable to Tenant.


 


13.06. Neither
Landlord nor any Superior Lessor shall be liable or responsible for, and Tenant
hereby releases Landlord and each Superior Lessor from, all liability and
responsibility to Tenant and any person claiming by, through or under Tenant,
by way of subrogation or otherwise, for any injury, loss or damage to any
person or property in or around the Demised Premises or to Tenant’s business
irrespective of the cause of such injury, loss or damage, and Tenant shall
require its insurers to include in all of Tenant’s insurance policies which
could give rise to a right of subrogation against Landlord or any Superior
Lessor a clause or endorsement whereby the insurer waives any rights of
subrogation against Landlord and such Superior Lessors or permits the insured,
prior to any loss, to agree with a third party to waive any claim it may have
against said third party without invalidating the coverage under the insurance
policy.


 


ARTICLE 14 - RULES AND REGULATIONS


 


14.01. Tenant and
its employees and agents shall faithfully observe and comply with the Rules and
Regulations and such reasonable changes therein (whether by modification,
elimination or addition) as Landlord at any time or times hereafter may make
and communicate to Tenant, which in Landlord’s judgment, shall be necessary for
the reputation, safety, care or appearance of the Land and Building, or the
preservation of good order therein, or the operation or maintenance of the
Building or its equipment and fixtures, or the Common Areas; provided, however,
that in case of any conflict or inconsistency between the provisions of this
Lease and any of the Rules and Regulations, the provisions of this Lease
shall control.  Nothing in this Lease
contained shall be construed to impose 


 


26

















 


upon Landlord any duty or
obligation to enforce the Rules and Regulations against any other tenant
or any employees or agents of any other tenant, and Landlord shall not be
liable to Tenant for violation of the Rules and Regulations by any other
tenant or its employees, agents, invitees or licensees; provided, however,
Landlord agrees that it shall not enforce the Rules and Regulations
against Tenant in a discriminatory manner vis-à-vis the
other Tenants in the Building.


 


ARTICLE 15 - ALTERATIONS


 


15.01. Tenant
shall not make any alterations or additions to the Demised Premises, or make
any holes or cuts in the walls, ceilings, roofs, or floors thereof, or change
the exterior color or architectural treatment of the Demised Premises, without
on each occasion first obtaining the consent of Landlord. Notwithstanding
anything contained in the previous sentence to the contrary, Landlord’s consent
shall not be required for any non-structural interior alteration which does not
affect (i) the structure of the Building, (ii) the mechanical systems
serving the Building, (iii) the roof, or (iv) the exterior of the
Building (“Permitted Alterations”), provided, however, Tenant agrees to provide
Landlord with written notice of any Permitted Alteration exceeding
$50,000.  Tenant shall submit to Landlord
plans and specifications for such work at the time Landlord’s consent is
sought.  In the event any proposed
alteration will impact upon the structure or mechanical systems in the
Building, Landlord shall have the right to engage an outside consultant to
review the plans and specifications with respect to same, and in such case,
Tenant shall pay to Landlord upon demand the reasonable cost and expense of
such outside consultants in (a) reviewing said plans and specifications
and (b) inspecting the alterations to determine whether the same are being
performed in accordance with the approved plans and specifications and all
Legal Requirements and Insurance Requirements, including, without limitation,
the fees of any architect or engineer employed by Landlord for such
purpose.  Tenant shall fully and promptly
comply with and observe the Rules and Regulations then in force in respect
of the making of alterations.  Any review
or approval by Landlord of any plans and/or specifications with respect to any
alterations is solely for Landlord’s benefit, and without any representation or
warranty whatsoever to Tenant in respect of the adequacy, correctness or
efficiency thereof or otherwise.


 


15.02. Tenant
shall obtain all necessary governmental permits and certificates for the
commencement and prosecution of permitted alterations and for final approval
thereof upon completion, and shall cause alterations to be performed in
compliance therewith and with all applicable Legal Requirements and Insurance
Requirements.  Alterations shall be
diligently performed in a good and workmanlike manner, using new or like-new
materials and equipment at least equal in quality and class to the better of (a) the
original installations of the Building, or (b) the then standards for the
Building established by Landlord. 
Alterations in or to the mechanical, electrical, sanitary, heating,
ventilating, air conditioning or other systems of the Building shall be
performed only by the contractor(s) reasonably designated by Landlord.  Alterations shall be made in such manner as
not to unreasonably interfere with or delay and as not to impose any additional
expense upon Landlord in the construction, maintenance, repair or operation of
the Building; and if any such additional expense shall be incurred by Landlord
as a result of Tenant’s making of any alterations, Tenant shall pay any such
additional expense upon demand. 
Throughout the making 


 


27

















 


of alterations, Tenant
shall carry, or cause to be carried, worker’s compensation insurance in
statutory limits and general liability insurance, with completed operation
endorsement, for any occurrence in or about the Building, under which Landlord
and its managing agent and any Superior Lessor whose name and address shall
previously have been furnished to Tenant shall be named as parties insured, in
such limits as Landlord may reasonably require, with insurers reasonably
satisfactory to Landlord.  Tenant shall
furnish Landlord with reasonably satisfactory evidence that such insurance is
in effect at or before the commencement of alterations and, on request, at
reasonable intervals thereafter during the making of alterations.


 


ARTICLE 16 - LANDLORD’S AND TENANT’S PROPERTY


 


16.01. All
fixtures, equipment, improvements and appurtenances attached to or built into
the Demised Premises at the commencement of or during the Term, whether or not
by or at the expense of Tenant, shall be and remain a part of the Demised
Premises, shall be deemed to be the property of Landlord and shall not be
removed by Tenant, except as provided in Section 16.02.  Further, any carpeting or other personal
property in the Demised Premises on the Commencement Date, unless installed and
paid for by Tenant, shall be and shall remain Landlord’s property and shall not
be removed by Tenant.


 


16.02. All movable
partitions, business and trade fixtures, machinery and equipment,
communications equipment and office equipment, whether or not attached to or
built into the Demised Premises, which are installed in the Demised Premises by
or for the account of Tenant without expense to Landlord and can be removed
without structural damage to the Building and all furniture, furnishings, and
other movable personal property owned by Tenant and located in the Demised
Premises (collectively, “Tenant’s Property”) shall be and shall remain the
property of Tenant and may be removed by Tenant at any time during the Term;
provided that if any of the Tenant’s Property is removed, Tenant shall repair
or pay the cost of repairing any damage to the Demised Premises, the Building
or the Common Areas resulting from the installation and/or removal thereof,
reasonable wear and tear excepted.  Any
equipment or other property for which Landlord shall have granted any allowance
or credit to Tenant shall not be deemed to have been installed by or for the
account of Tenant without expense to Landlord, shall not be considered as the
Tenant’s Property and shall be deemed the property of Landlord.


 


16.03. At or
before the Expiration Date or the date of any earlier termination of this
Lease, or within fifteen (15) days after such an earlier termination date,
Tenant shall remove from the Demised Premises all of the Tenant’s Property
(except such items thereof as Landlord shall have expressly permitted to
remain, which property shall become the property of Landlord if not removed),
and Tenant shall repair any damage to the Demised Premises, the Building and
the Common Areas resulting from any installation and/or removal of the Tenant’s
Property, reasonable wear and tear excepted. Any items of the Tenant’s Property
which shall remain in the Demised Premises after the Expiration Date or after a
period of fifteen (15) days following an earlier termination date, may, at the
option of Landlord, be deemed to have been abandoned, and in such case such
items may be retained by Landlord as its property or disposed of by Landlord,
without accountability, in such 


 


28

















 


manner as Landlord shall
determine at Tenant’s Expense.


 


ARTICLE 17 - REPAIRS AND MAINTENANCE


 


17.01. Tenant
shall, throughout the Term, take good care of the Demised Premises, the
fixtures and appurtenances therein. 
Tenant shall be responsible for all repairs, ordinary and extraordinary,
in and to the Demised Premises, and the Building (including the facilities and
systems exclusively serving the Demised Premises) and the Common Areas the need
for which arises out of (a) the performance or existence of the Tenant’s
Work or alterations, (b) the installation, use or operation of the Tenant’s
Property in the Demised Premises, (c) the moving of the Tenant’s Property
in or out of the Building, or (d) the act, omission, misuse or neglect of
Tenant or any of its subtenants or its or their employees, agents, contractors
or invitees.  Tenant shall promptly
repair or replace all scratched, damaged or broken doors and glass in and about
the Demised Premises and shall be responsible for all repairs, maintenance and
replacement of wall and floor coverings in the Demised Premises and for the
repair and maintenance of all sanitary and electrical fixtures and equipment
therein.  Tenant shall promptly make all
repairs in or to the Demised Premises for which Tenant is responsible, and any
repairs required to be made by Tenant to the mechanical, electrical, sanitary,
heating, ventilating, air-conditioning or other systems of the Building shall
be performed only by contractor(s) reasonably designated by Landlord provided
such contractors provide services at competitive rates in the local trade
area.  Tenant shall not permit or suffer
the overloading of the floors of the Demised Premises beyond 80 pounds per
square foot.


 


17.02. So long as
Tenant is not in default under this Lease beyond the applicable cure period,
Landlord shall make all repairs and replacements to (i) the structural
components of the Building (“structural,” as that term is used herein, shall
refer to the structural slab, the load bearing walls, and the structural
materials supporting the roof membrane), (ii) the roof membrane, and (iii) the
“common” facilities and systems in the Building (except as hereinabove provided
in Section 17.01 and except for those repairs and maintenance for which
Tenant is responsible pursuant to any of the provisions of this Lease) and the
cost thereof shall be included in Operating Expenses (except to the extent any
such repair or replacement is necessitated as a result of the act, omission or
negligence of Tenant, or its agents, representatives, employees, or
contractors, in which event Landlord shall make such repairs at Tenant’s sole
cost and expense). Landlord shall also maintain the Common Areas in a first
class manner and the cost thereof shall be included in the Operating Expenses.


 


17.03. Except as
otherwise expressly provided in this Lease, Landlord shall have no liability to
Tenant, nor shall Tenant’s covenants and obligations under this Lease be
reduced or abated in any manner whatsoever, by reason of any inconvenience,
annoyance, interruption or injury to business arising from Landlord’s doing any
repairs, maintenance, or changes which Landlord is required or permitted by
this Lease, or required by Law, to make in or to any portion of the Building.


 


29

















 


ARTICLE 18 - ELECTRIC ENERGY


 


18.01. Tenant shall purchase the electric energy
required by it in the Demised Premises at its own expense on a sub-metered
basis or, if applicable, on a direct-metered basis from the public utility servicing
the Building, and Landlord shall permit the risers, conduits and feeders in the
Building, to the extent available, suitable and safely capable, to be used for
the purpose of transmitting such electric energy to the Demised Premises.  Landlord shall not be liable for any failure,
inadequacy or defect in the character or supply of electric current furnished
to the Demised Premises. If Landlord is permitted by law to provide electric
energy to the Demised Premises by re-registering meters or otherwise and to
collect any charges for electric energy, Landlord shall have the right to do
so, in which event Tenant shall pay to Landlord upon receipt of bills therefor
charges for meter reading, billing, maintaining meters, transformers and
switches and charges for electric energy provided the rates for such electric
energy shall not be more than the rates Tenant would be charged for electric
energy if furnished directly to Tenant by the public utility which would
otherwise have furnished electric energy. 
Tenant agrees to pay such electric energy bills within twenty (20) days
of receipt thereof.


 


18.02. Tenant’s
use of electric energy in the Demised Premises shall not at any time exceed the
capacity of any of the electrical conductors and equipment in or otherwise
serving the Demised Premises.  In order
to insure that such capacity is not exceeded and to avert possible adverse
effect upon the Building’s electric service, Tenant shall not, without Landlord’s
prior consent in each instance (which shall not be unreasonably withheld),
connect any fixtures, appliances or equipment to the Building’s electric
distribution system or make any alteration or addition to the electric system
of the Demised Premises existing on the Commencement Date.  Should Landlord grant such consent, all
additional risers or other equipment required therefor shall be provided by
Landlord and the reasonable cost thereof shall be paid by Tenant to Landlord
within twenty (20) days of Landlord’s invoice therefore (which invoice shall
include documentation in support of such charges).


 


ARTICLE 19 - HEAT, VENTILATION AND AIR-CONDITIONING


 


19.01. So long as
Tenant is not in default under this Lease beyond the applicable cure period,
Landlord shall maintain and operate the heating, ventilating and air-conditioning
systems (“HVAC”) serving the Demised Premises, and shall furnish HVAC in the
Demised Premises as may be reasonably required (except as otherwise provided in
this Lease and except for any special requirements of Tenant arising from its
particular use of the Demised Premises) for reasonably comfortable occupancy of
the Demised Premises, during Business Hours on Business Days within the limits
prescribed by the Legal Requirements.  If
Tenant shall require HVAC at any other time, Landlord shall furnish such
service for such times upon not less than six (6) hours advance notice from
Tenant, and Tenant shall pay to Landlord upon demand Landlord’s then
established charges therefore (which charges are, as of the date of this Lease,
$100.00 per hour for HVAC on the third floor and $50.00 per hour for HVAC on
the fourth floor; said charges are subject to change upon prior written notice
to Tenant).


 


19.02. The
performance by Landlord of its obligation under Section 19.01 in respect
of HVAC is conditioned on the connected electric load within the Demised
Premises not exceeding three and one-half (3 1/2) watts per usable square foot
in the Demised Premises and the occupancy


 


30














 


of the Demised Premises
not exceeding one (1) person for each two hundred (200) usable square
feet.  Use of the Demised Premises, or
any part thereof, in a manner exceeding the HVAC design conditions (including
occupancy and connected electrical load), or rearrangement of partitioning
which interferes with normal operation of the HVAC in the Demised Premises, or
the use of computer or data processing machines or other machines or equipment,
may require changes in the HVAC systems servicing the Demised Premises, in
order to provide comfortable occupancy. 
Such changes, so occasioned, shall be made by Tenant, at its expense, as
alterations in accordance with the provisions of Article 15, but only to
the extent permitted and upon the conditions set forth in Article 15.


 


ARTICLE 20 - OTHER SERVICES; SERVICE INTERRUPTION


 


20.01. So long as
Tenant is not in default under this Lease beyond the applicable cure period,
Landlord shall provide elevator service to the Demised Premises during Business
Hours on Business Days, and Landlord shall have at least one (1) elevator
subject to call at all other times.  The
use of the elevators shall be subject to the Rules and Regulations.


 


20.02. So long as
Tenant is not in default under this Lease beyond the applicable cure period,
Landlord shall cause the Demised Premises, including the exterior and the
interior of the windows thereof, to be cleaned in a manner standard to the
Building and in accordance with the standards set forth in Exhibit E.  Tenant shall pay to Landlord within twenty
(20) days of Landlord’s invoice therefore (which invoice shall include
reasonable back-up documentation in support of such costs), the reasonable
costs incurred by Landlord for (a) extra cleaning work in the Demised
Premises required because of (i) misuse or neglect on the part of Tenant
or its subtenants or its or their employees or visitors, (ii) use of
portions of the Demised Premises for preparation, serving, consumption of food
or beverages, training rooms, data processing or reproducing operations,
private lavatories or toilets or other special purposes requiring greater or
more difficult cleaning work than office areas, (iii) interior glass
partitions or unusual quantity of interior glass surfaces, and (iv) non-building
standard materials or finishes installed by Tenant or at its request, and (b) removal
from the Demised Premises and the Building of any refuse and rubbish of Tenant
in excess of that ordinarily accumulated in business office occupancy or at
times other than Landlord’s standard cleaning times, and (c) the use of
the Demised Premises by Tenant other than during Business Hours on Business
Days.


 


20.03. Landlord,
its cleaning contractor and their employees shall have access to the Demised
Premises after 5:30 P.M. and before 8:00 A.M. and shall have the
right to use, without charge therefor, all light, power and water in the
Demised Premises reasonably required to clean the Demised Premises as required
under Section 20.02.


 


20.04. So long as
Tenant is not in default under this Lease beyond the applicable notice and cure
period, Landlord shall furnish adequate hot and cold water to the Demised
Premises for drinking, lavatory and cleaning purposes.  If Tenant uses water for any other purpose
Landlord may install and maintain, at Tenant’s expense, meters to measure
Tenant’s consumption of cold water 


 


31

















 


and/or hot water for such
other purpose.  Tenant shall reimburse
Landlord for the quantities of cold water and hot water shown on such meters
within twenty (20) days of Landlord’s invoice therefore (which invoice shall
include reasonable back-up documentation in support of such charges).


 


ARTICLE 21 - ACCESS, CHANGES AND NAME


 


21.01. Except for
the space within the inside surfaces of all walls, hung ceilings, floors,
windows and doors bounding the Demised Premises, all of the Building,
including, without limitation, exterior Building walls, core corridor walls and
doors and any core corridor entrance, any terraces or roofs adjacent to the
Demised Premises, and any space in or adjacent to the Demised Premises used for
shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other Building facilities and the use thereof, as well as access
thereto through the Demised Premises for the purpose of operating, maintenance,
decoration and repair, are reserved to Landlord.  Landlord also reserves the right, to install,
erect, use and maintain pipes, ducts and conduits in and through the Demised
Premises, provided such are properly enclosed and provided the same do not
otherwise interfere with or interrupt Tenant’s use and occupancy of the Demised
Premises.


 


21.02. Landlord
and its agents shall have the right to enter and/or pass through the Demised
Premises at any time or times upon reasonable prior notice to Tenant (except in
the event of an emergency, when the circumstances shall dictate the nature and
extent of notice) (a) to examine the Demised Premises and to show them to
actual and prospective Superior Lessors, Superior Mortgagees, or prospective
purchasers of the Building, and (b) to make such repairs, alterations,
additions and improvements in or to the Demised Premises and/or in or to the
Building or its facilities and equipment as Landlord is required or desires to
make.  Landlord shall be allowed to take
all materials into and upon the Demised Premises that may be required in
connection therewith, without any liability to Tenant and without any reduction
of Tenant’s obligations hereunder, provided, however, Landlord agrees to store
such materials in locations designated by Tenant so as to minimize any
interference with Tenant’s use and occupancy of the Demised Premises. During
the period of twelve (12) months prior to the Expiration Date, Landlord and its
agents may exhibit the Demised Premises to prospective tenants.


 


21.03. If at any
time any windows of the Demised Premises are temporarily darkened or obstructed
by reason of any repairs, improvements, maintenance and/or cleaning in or about
the Building, or if any part of the Building or the Common Areas, other than
the Demised Premises, is temporarily or permanently closed or inoperable, the
same shall not be deemed a constructive eviction and shall not result in any
reduction or diminution of Tenant’s obligations under this Lease.


 


21.04.
Intentionally omitted.


 


21.05.
Intentionally omitted.


 


21.06. Landlord
may adopt any name for the Building. 
Upon prior written notice to Tenant, Landlord reserves the right to
change the name and/or address of the Building at any time.


 


32

















 


ARTICLE 22 - MECHANICS’ LIENS AND OTHER LIENS


 


22.01. Nothing
contained in this Lease shall be deemed, construed or interpreted to imply any
consent or agreement on the part of Landlord to subject Landlord’s interest or
estate to any liability under any mechanic’s or other lien law.  If any mechanic’s or other lien or any notice
of intention to file a lien is filed against the Land, or any part thereof, or
the Demised Premises, or any part thereof, for any work, labor, service or
materials claimed to have been performed or furnished for or on behalf of
Tenant or anyone holding any part of the Demised Premises through or under
Tenant, Tenant shall cause the same to be canceled and discharged of record by
payment, bond or order of a court of competent jurisdiction within fifteen (15)
days after notice by Landlord to Tenant.


 


ARTICLE 23 - NON-LIABILITY AND INDEMNIFICATION


 


23.01. Neither
Landlord nor any partner, joint venturer, director, officer, agent, servant or
employee of Landlord shall be liable to Tenant for any loss, injury or damage
to Tenant or to any other Person, or to its or their property, irrespective of
the cause of such injury, damage or loss, unless caused by or resulting from
the negligence of Landlord, its agents, servants or employees in the operation
or maintenance of the Land or Building without contributory negligence on the
part of Tenant or any of its subtenants or licensees or its or their employees,
agents or contractors.  Further, neither
Landlord nor any partner, joint venturer, director, officer, agent, servant or
employee of Landlord shall be liable (a) for any such damage caused by
other tenants or Persons in, upon or about the Land or Building, or caused by
operations in construction of any private, public or quasi-public work; or (b) even
if negligent, for consequential damages arising out of any loss of use of the
Demised Premises or any equipment or facilities therein by Tenant or any Person
claiming through or under Tenant.


 


23.02. Notwithstanding
any provision to the contrary, Tenant shall look solely to the estate and
property of Landlord in and to the Land and Building (or the proceeds received
by Landlord on a sale of such estate and property but not the proceeds of any
financing or refinancing thereof) in the event of any claim against Landlord
arising out of or in connection with this Lease, the relationship of Landlord
and Tenant or Tenant’s use of the Demised Premises or the Common Areas, and
Tenant agrees that the liability of Landlord arising out of or in connection
with this Lease, the relationship of Landlord and Tenant or Tenant’s use of the
Demised Premises or the Common Areas shall be limited to such estate and
property of Landlord (or sale proceeds). 
No other properties or assets of Landlord or any partner, joint
venturer, director, officer, agent, servant or employee of Landlord shall be
subject to levy, execution or other enforcement procedures for the satisfaction
of any judgement (or other judicial process) or for the satisfaction of any
other remedy of Tenant arising out of, or in connection with, this Lease, the
relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or
the Common Areas and if Tenant shall acquire a lien on or interest in any other
properties or assets by judgment or otherwise, Tenant shall promptly release
such lien on or interest in such other properties and assets by executing,
acknowledging and delivering to Landlord an 


 


33

















 


instrument to that effect
prepared by Landlord’s attorneys.  Tenant
hereby waives the right of specific performance and any other remedy allowed in
equity if specific performance or such other remedy could result in any
liability of Landlord for the payment of money to Tenant, or to any court or
governmental authority (by way of fines or otherwise) for Landlord’s failure or
refusal to observe a judicial decree or determination, or to any third party.


 


ARTICLE 24 - DAMAGE OR DESTRUCTION


 


24.01. If the
Building or the Demised Premises shall be partially or totally damaged or
destroyed by fire or other casualty (and if this Lease shall not be terminated
as in this Article 24 hereinafter provided), Landlord shall repair the
damage and restore and rebuild the Building and/or the Demised Premises (except
for the Tenant’s Property) with reasonable dispatch after notice to it of the
damage or destruction and the collection of the insurance proceeds attributable
to such damage.


 


24.02. Subject to
the provisions of Section 24.05, if all or part of the Demised Premises
shall be damaged or destroyed or rendered completely or partially untenantable
on account of fire or other casualty, the Rent shall be abated or reduced, as
the case may be, in the proportion that the untenantable area of the Demised
Premises bears to the total area of the Demised Premises, for the period from
the date of the damage or destruction to (a) the date the damage to the
Demised Premises shall be substantially repaired, or (b) if the Building
and not the Demised Premises is so damaged or destroyed, the date on which the
Demised Premises shall be made tenantable; provided, however, should Tenant
reoccupy a portion of the Demised Premises during the period the repair or
restoration work is taking place and prior to the date that the Demised
Premises are substantially repaired or made tenantable the Rent allocable to
such reoccupied portion, based upon the proportion which the area of the
reoccupied portion of the Demised Premises bears to the total area of the
Demised Premises, shall be payable by Tenant from the date of such occupancy.


 


24.03. If (a) the
Building or the Demised Premises shall be totally damaged or destroyed by fire
or other casualty, or (b) the Building shall be so damaged or destroyed by
fire or other casualty (whether or not the Demised Premises are damaged or
destroyed) that its repair or restoration requires the expenditure, as
estimated by a reputable contractor or architect designated by Landlord, of
more than twenty percent (20%) (or ten percent [10%] if such casualty occurs
during the last two [2] years of the Term) of the full insurable value of the
Building immediately prior to the casualty, or (c) the Building shall be
damaged or destroyed by fire or other casualty (whether or not the Demised
Premises are damaged or destroyed) and either the loss shall not be covered by
Landlord’s insurance or the net insurance proceeds (after deducting all
expenses in connection with obtaining such proceeds) shall, in the estimation
of a reputable contractor or architect designated by Landlord be insufficient
to pay for the repair or restoration work, then in either such case Landlord
may terminate this Lease by giving Tenant notice to such effect within ninety
(90) days after the date of the fire or other casualty.


 


24.04. Notwithstanding anything herein contained to the
contrary, Landlord hereby agrees to advise Tenant (“Landlord’s Notice”), within
thirty (30) days of the date of any fire or other 


 


34

















 


casualty, as to whether
or not Landlord will be able to restore the Demised Premises to a tenantable
condition within eighteen (18) months from the date of the casualty.  In the event Landlord advises Tenant that it cannot
so restore the Demised Premises within said eighteen (18) month period, Tenant
shall have the right to terminate this Lease which right must be exercised
within ten (10) business days of the receipt of Landlord’s Notice.  In the event Landlord advises Tenant that it
is able to restore the Premises within said eighteen (18) month period, or, in
the event Tenant fails to so advise Landlord within the ten (10) business day
period that it desires to terminate the Lease, then the provisions of Article 24.01
through 24.03 shall control.  In the
event Landlord advises Tenant it is able to restore the Demised Premises to a
tenantable condition within eighteen (18) months from the date of any fire or
other casualty, or, in the alternative, Tenant failed to timely advise Landlord
that it intended to terminate the Lease such that Landlord commenced
restoration of same, and in either such case, Landlord fails to restore the
Premises to a tenantable condition within said eighteen (18) month period,
Tenant shall have the right to terminate this Lease by delivering written
notice to Landlord to that effect within ten (10) business days of the last day
of said eighteen (18) month period.  “Tenantable
condition,” as that term is used herein, shall mean that the Demised Premises
are substantially completed such that Tenant may commence its “Tenant’s Work”
(i.e. the installation of Tenant’s fixtures, furniture and equipment necessary
to conduct its business) to ready the Demised Premises for Tenant’s occupancy.


 


24.05. Except as
expressly provided herein, Tenant shall not be entitled to terminate this Lease
and no damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the Building pursuant
to this Article 24.  Landlord shall
use its best efforts to make such repair or restoration promptly and in such
manner as not unreasonably to interfere with Tenant’s use and occupancy of the
Demised Premises, but Landlord shall not be required to do such repair or
restoration work except during Business Hours on Business Days.


 


24.06.
Notwithstanding any of the foregoing provisions of this Article 24, if by
reason of some act or omission on the part of Tenant or any of its subtenants
or its or their partners, directors, officers, servants, employees, agents or
contractors, either (a) Landlord or any Superior Lessor or any Superior
Mortgagee shall be unable to collect all of the insurance proceeds (including,
without limitation, rent insurance proceeds) applicable to damage or
destruction of the Demised Premises or the Building by fire or other casualty,
or (b) the Demised Premises or the Building shall be damaged or destroyed
or rendered completely or partially untenantable on account of fire or other
casualty, then, without prejudice to any other remedies which may be available
against Tenant, there shall be no abatement or reduction of the Rent.  Further, nothing contained in this Article 24
shall relieve Tenant from any liability that may exist as a result of any
damage or destruction by fire or other casualty.


 


24.07. Landlord
will not carry insurance of any kind on the Tenant’s Property, and, except as
provided by law or by reason of Landlord’s breach of any of its obligations
hereunder, shall not be obligated to repair any damage to or replace the Tenant’s
Property.


 


24.08. The
provisions of this Article 24 shall be deemed an express agreement
governing 


 


35

















 


any case of damage or
destruction of the Demised Premises and/or Building by fire or other casualty,
and any law providing for such a contingency in the absence of an express
agreement, now or hereafter in force, shall have no application in such case.


 


ARTICLE 25 - EMINENT DOMAIN


 


25.01. If the
whole of the Demised Premises shall be taken by any public or quasi-public
authority under the power of condemnation, eminent domain or expropriation, or
in the event of conveyance of the whole of the Demised Premises in lieu thereof,
this Lease shall terminate as of the day possession shall be taken by such
authority.  If 15% or less of the Floor
Space of the Demised Premises shall be so taken or conveyed, this Lease shall
terminate only in respect of the part so taken or conveyed as of the day
possession shall be taken by such authority. 
If more than 15% of the Floor Space of the Demised Premises shall be so
taken or conveyed, this Lease shall terminate only in respect of the part so
taken or conveyed as of the day possession shall be taken by such authority,
but either party shall have the right to terminate this Lease upon notice given
to the other party within 30 days after such taking possession.  If more than 25% of the Floor Space of the
Building shall be so taken or conveyed, Landlord may, by notice to Tenant,
terminate this Lease as of the day possession shall be taken.  If so much of the parking facilities shall be
so taken or conveyed that the number of parking spaces necessary, in Landlord’s
judgment, for the continued operation of the Building shall not be available,
Landlord shall, by notice to Tenant, terminate this Lease as of the day
possession shall be taken.  If this Lease
shall continue in effect as to any portion of the Demised Premises not so taken
or conveyed, the Rent shall be computed as of the day possession shall be taken
on the basis of the remaining Floor Space of the Demised Premises.  Except as specifically provided herein, in
the event of any such taking or conveyance there shall be no reduction in Rent.  If this Lease shall continue in effect,
Landlord shall, at its expense, but shall be obligated only to the extent of
the net award or other compensation (after deducting all expenses in connection
with obtaining same) available to Landlord for the improvements taken or
conveyed (excluding any award or other compensation for land or for the
unexpired portion of the term of any Superior Lease), make all necessary
alterations so as to constitute the remaining Building a complete architectural
and tenantable unit, except for the Tenant’s Property, and Tenant shall make
all alterations or replacements to the Tenant’s Property and decorations in the
Demised Premises.  All awards and
compensation for any taking or conveyance, whether for the whole or a part of
the Land or Building, the Demised Premised or otherwise, shall be the property
of Landlord, and Tenant hereby assigns to Landlord all of Tenant’s right, title
and interest in and to any and all such awards and compensation, including,
without limitation, any award or compensation for the value of the unexpired
portion of the Term.  Tenant shall be
entitled to claim, prove and receive in the condemnation proceeding such award
or compensation as may be allowed for the Tenant’s Property and for loss of
business, good will, and depreciation or injury to and cost of removal of the
Tenant’s Property, but only if such award or compensation shall be made by the
condemning authority in addition to, and shall not result in a reduction of,
the award or compensation made by it to Landlord.


 


25.02. If the
temporary use or occupancy of all or any part of the Demised Premises shall be
taken during the Term, Tenant shall be entitled, except as hereinafter set
forth, to receive that 


 


36

















 


portion of the award or
payment for such taking which represents compensation for the use and occupancy
of the Demised Premises, for the taking of the Tenant’s Property and for moving
expenses, and Landlord shall be entitled to receive that portion which
represents reimbursement for the cost of restoration of the Demised
Premises.  This Lease shall be and remain
unaffected by such taking and Tenant shall continue to be responsible for all
of its obligations hereunder insofar as such obligations are not affected by
such taking and shall continue to pay the Rent in full when due.  If the period of temporary use or occupancy
shall extend beyond the Expiration Date, that part of the award or payment
which represents compensation for the use and occupancy of the Demised Premises
(or a part thereof) shall be divided between Landlord and Tenant so that Tenant
shall receive (except as otherwise provided below) so much thereof as
represents compensation for the period up to and including the Expiration Date
and Landlord shall receive so much thereof as represents compensation for the
period after the Expiration Date.  All
monies to be paid to Tenant as, or as part of, an award or payment for
temporary use and occupancy for a period beyond the date to which the Rent has
been paid shall be received, held and applied by the first Superior Mortgagee
(or if there is no Superior Mortgagee, by Landlord as a trust fund) for payment
of the Rent becoming due hereunder.


 


37

















 


ARTICLE 26 - SURRENDER


 


26.01. On the
Expiration Date, or upon any earlier termination of this Lease, or upon any
re-entry by Landlord upon the Demised Premises, Tenant shall quit and surrender
the Demised Premises to Landlord “broom-clean” and in good order, condition and
repair, except for ordinary wear and tear and such damage or destruction as
Landlord is required to repair or restore under this Lease, and Tenant shall
remove all of Tenant’s Property therefrom except as otherwise expressly
provided in this Lease.


 


26.02. If Tenant
remains in possession of the Demised Premises after the expiration of the Term,
Tenant shall be deemed to be occupying the Demised Premises at the sufferance
of Landlord subject to all of the provisions of this Lease, except that the
monthly Fixed Rent shall be 150% of the Fixed Rent in effect for the last month
of the Term for the first month of any such occupancy at the sufferance of
Landlord after the expiration of the Term and twice (200%) the Fixed Rent in
effect during the last month of the Term for any continued occupancy at the
sufferance of Landlord thereafter.


 


26.03. No act or
thing done by Landlord or its agents shall be deemed an acceptance of a
surrender of the Demised Premises, and no agreement to accept such surrender
shall be valid unless in writing and signed by Landlord.


 


ARTICLE 27 - CONDITIONS OF LIMITATION


 


27.01. This Lease
is subject to the limitation that whenever Tenant or any Guarantor (a) shall
make an assignment for the benefit of creditors, or (b) shall commence a
voluntary case or have entered against it an order for relief under any chapter
of the Federal Bankruptcy Code (Title 11 of the United States Code) or any
similar order or decree under any federal or state law, now in existence, or
hereafter enacted having the same general purpose, and such order or decree
shall have not been stayed or vacated within 30 days after entry, or (c) shall
cause, suffer, permit or consent to the appointment of a receiver, trustee,
administrator, conservator, sequestrator, liquidator or similar official in any
federal, state or foreign judicial or nonjudicial proceeding, to hold,
administer and/or liquidate all or substantially all of its assets, and such
appointment shall not have been revoked, terminated, stayed or vacated and such
official discharged of his duties within 30 days of his appointment, then
Landlord, at any time after the occurrence of any such event, may give Tenant a
notice of intention to end the Term at the expiration of five (5) days from the
date of service of such notice of intention, and upon the expiration of said
five (5) day period, whether or not the Term shall theretofore have commenced,
this Lease shall terminate with the same effect as if that day were the
expiration date of this Lease, but Tenant shall remain liable for damages as
provided in Article 29.


 


27.02. This Lease
is subject to the further limitations that: (a) if Tenant shall default in
the payment of any Rent, or (b) if Tenant shall, whether by action or
inaction, be in default of any of its obligations under this Lease (other than
a default in the payment of Rent) and such default shall 


 


38

















 


continue and not be
remedied within fifteen (15) days after Landlord shall have given to Tenant a
notice specifying the same, or, in the case of a default which cannot with due
diligence be cured within a period of fifteen (15) days and the continuance of
which for the period required for cure will not subject Landlord or any
Superior Lessor to prosecution for a crime or offense (as more particularly
described in the last sentence of Section 12.02) or termination of any
Superior Lease or foreclosure of any Superior Mortgage, if Tenant shall not, (i) within
said fifteen (15) day period advise Landlord of Tenant’s intention to take all
steps necessary to remedy such default, (ii) duly commence within said
fifteen (15) day period, and thereafter diligently prosecute to completion all
steps necessary to remedy the default, and (iii) complete such remedy
within a reasonable time after the date of said notice by Landlord, or (c) if
any event shall occur or any contingency shall arise whereby this Lease would,
by operation of law or otherwise, devolve upon or pass to any person, firm or
corporation other than Tenant, except as expressly permitted by Article 11,
or (d) if Tenant shall vacate or abandon the Demised Premises, or (e) if
there shall be any default by Tenant (or any person which, directly or
indirectly, controls, is controlled by, or is under common control with Tenant)
under any other lease with Landlord (or any person which, directly or
indirectly, controls, is controlled by, or is under common control with
Landlord) which shall not be remedied within the applicable grace period, if
any, provided therefor under such other lease, then in any of said cases
Landlord may give to Tenant a notice of intention to end the Term at the
expiration of five (5) days from the date of the service of such notice of
intention, and upon the expiration of said five (5) days, whether or not the
Term shall theretofore have commenced, this Lease shall terminate with the same
effect as if that day were the expiration date of this Lease, but Tenant shall
remain liable for damages as provided in Article 29.


 


ARTICLE 28 - RE-ENTRY BY LANDLORD


 


28.01. If Tenant
shall default in the payment of any Rent, or if this Lease shall terminate as
provided in Article 27, Landlord or Landlord’s agents and employees may
immediately or at any time thereafter re-enter the Demised Premises, or any
part thereof, either by summary dispossess proceedings or by any suitable
action or proceeding at law without being liable to indictment, prosecution or
damages therefor, and may repossess the same, and may remove any Person
therefrom, to the end that Landlord may have, hold and enjoy the Demised
Premises.  The word “re-enter,” as used
herein, is not restricted to its technical legal meaning.  If this Lease is terminated under the
provisions of Article 27, or if Landlord shall re-enter the Demised
Premises under the provisions of this Article 28, or in the event of the
termination of this Lease, or of re-entry, by or under any summary dispossess
or other proceedings or action or any provision of law by reason of default
hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord the
Rent payable up to the time of such termination of this Lease, or of such
recovery of possession of the Demised Premises by Landlord, as the case may be,
and shall also pay to Landlord damages as provided in Article 29.


 


28.02. In the
event of a breach or threatened breach by Tenant of any of its obligations
under this Lease, Landlord shall also have the right of injunction.  The special remedies to which Landlord may
resort hereunder are cumulative and are not intended to be exclusive of any
other remedies to 


 


39

















 


which Landlord may
lawfully be entitled at any time and Landlord may invoke any remedy allowed at
law or in equity as if specific remedies were not provided for herein.


 


28.03. If this
Lease shall terminate under the provisions of Article 27, or if Landlord
shall re-enter the Demised Premises under the provisions of this Article 28,
or in the event of the termination of this Lease, or of re-entry, by or under
any summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Landlord shall be entitled
to retain all monies, if any, paid by Tenant to Landlord, whether as Advance
Rent, security or otherwise, but such monies shall be credited by Landlord
against any Rent due from Tenant at the time of such termination or re-entry
or, at Landlord’s option, against any damages payable by Tenant under Article 29
or pursuant to law.


 


ARTICLE 29 - DAMAGES


 


29.01. If this
Lease is terminated under the provisions of Article 27, or if Landlord
shall re-enter the Demised Premises under the provisions of Article 28, or
in the event of the termination of this Lease, or of re-entry, by or under any
summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Tenant shall pay as
Additional Charges to Landlord, at the election of Landlord, either or any
combination of:


 


(a)  a sum
which at the time of such termination of this Lease or at the time of any such
re-entry by Landlord, as the case may be, represents the then value of the
excess, if any, of (i) the aggregate amount of the Rent which would have
been payable by Tenant (conclusively presuming the average monthly Additional
Charges to be the same as were the average monthly Additional Charges payable
for the year, or if less than 365 days have then elapsed since the Commencement
Date, the partial year, immediately preceding such termination or re-entry) for
the period commencing with such earlier termination of this Lease or the date
of any such re-entry, as the case may be, and ending with the Expiration Date,
over (ii) the aggregate rental value of the Demised Premises for the same
period; or


 


(b)  sums
equal to the Fixed Rent and the Additional Charges which would have been
payable by Tenant had this Lease not so terminated, or had Landlord not so
re-entered the Demised Premises, payable upon the due dates therefor specified
herein following such termination or such re-entry and until the Expiration
Date, provided, however, that if Landlord shall relet the Demised Premises
during said period, Landlord shall credit Tenant with the net rents received by
Landlord from such reletting, such net rents to be determined by first
deducting from the gross rents as and when received by Landlord from such
reletting the expenses incurred or paid by Landlord in terminating this Lease
or in re-entering the Demised Premises and in securing possession thereof, as
well as the expenses of reletting, including, without limitation, altering and
preparing the Demised Premises for new tenants, brokers’ commissions, legal
fees, and all other expenses properly chargeable against the Demised Premises
and the rental therefrom, it being understood that any such reletting may be
for a period shorter or longer than the period ending on the Expiration Date;
but in no


 


40














 


event shall Tenant
be entitled to receive any excess of such net rents over the sums payable by
Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the
collection of damages pursuant to this subsection (b) to a credit in
respect of any rents from a reletting, except to the extent that such net rents
are actually received by Landlord.  If
the Demised Premises or any part thereof should be relet in combination with
other space, then proper apportionment on a square foot basis shall be made of
the rent received from such reletting and of the expenses of reletting; or


 


(c) a sum
which at the time of such termination of this Lease or at the time of any such
re-entry by Landlord, as the case may be, represents the aggregate amount of
the Rent which would have been payable by Tenant (conclusively presuming the
average monthly Additional Charges to be the same as were the average monthly
Additional Charges payable for the year, or if less than 365 days have then
elapsed since the Commencement Date, the partial year, immediately preceding
such termination or re-entry) for the period commencing with such earlier
termination of this Lease or the date of any such re-entry, as the case may be,
and ending with the Expiration Date; provided, however, that if Landlord shall
relet the Demised Premises during said period, Landlord shall credit Tenant
with the net rents received by Landlord from such reletting, such net rents to
be determined by first deducting from the gross rents as and when received by Landlord
from such reletting the expenses incurred or paid by Landlord in terminating
this Lease or in re-entering the Demised Premises and in securing possession
thereof, as well as the expenses of reletting, including, without limitation,
altering and preparing the Demised Premises for new tenants, brokers’
commissions, legal fees, and all other expenses properly chargeable against the
Demised Premises and the rental therefrom, it being understood that any such
reletting may be for a period shorter or longer than the period ending on the
Expiration Date; but in no event shall Landlord have to account to Tenant for
any rents in excess of the total damages recovered by Landlord hereunder, nor
shall Tenant be entitled in any suit for the collection of damages pursuant to
this subdivision (c) to a credit in respect of any rents from a reletting,
except to the extent that such net rents are actually received by
Landlord.  If the Demised Premises or any
part thereof should be relet in combination with other space, then proper
apportionment on a square foot basis shall be made of the rent received from
such reletting and of the expenses of reletting.


 


If the Demised Premises
or any part thereof should be relet by Landlord before presentation of proof of
such damages to any court, commission or tribunal, the amount of rent payable
under the new lease(s) shall, prima facie, be the fair and reasonable
rental value for the Demised Premises, or part thereof, so relet during the
term of the reletting.  Landlord shall
not be liable in any way whatsoever for its failure to relet the Demised
Premises or any part thereof, or if the Demised Premises or any part thereof
are relet, for its failure to collect the rent under such reletting, and no
such failure to relet or failure to collect rent shall release or affect Tenant’s
liability for damages or otherwise under this Lease. Landlord shall use
commercially reasonable efforts to relet the Demised Premises to mitigate
Landlord’s damages. For the purposes hereof, “commercially reasonable efforts”
shall mean the following actions, which actions shall create an irrebuttable
presumption that Landlord has fulfilled such obligation: (i) Landlord
shall include the availability of the Demised Premises in 


 


41

















 


Landlord’s monthly
listing to brokers (if any), commencing with the first such report (if any)
issued following Landlord’s recovery of possession of the Demised Premises, and
ending upon re-leasing of the Demised Premises; and (ii) Landlord shall
include the availability of the Demised Premises in Landlord’s internet web
site (if any), commencing promptly following Landlord’s recovery of possession
of the Demised Premises, and ending upon re-leasing of the Demised Premises;
and (iii) Landlord shall hold an “Open House” for the Demised Premises
within sixty (60) days of Landlord’s recovery of possession of the Demised
Premises, or (iv) in lieu of (i), (ii) and (iii) of this
paragraph, upon Tenant’s written request, Landlord shall engage an independent
commercial real estate broker to relet the Demised Premises, the cost and
expense of which shall be an element of Landlord’s damages in addition to any
other damages recoverable pursuant to Section 29.01 hereof. Nothing
contained herein shall require Landlord to relet the Demised Premises prior to
or with any preference over the leasing of any other similar premises of
Landlord or any affiliate of Landlord, nor shall any rental of such other
premises reduce the damages which Landlord would be entitled to recover from
Tenant.  In the event Tenant, on behalf
of itself or any and all persons claiming through or under Tenant, attempts to
raise a defense or assert any affirmative obligations on Landlord’s part to
mitigate such damages or relet the Demised Premises other than as provided
herein, Tenant shall reimburse Landlord for any costs and expenses incurred by
Landlord as a result of any such defense or assertion, including but not
limited to Landlord’s attorneys’ fees incurred in connection therewith.


 


29.02. Suit or
suits for the recovery of such damages or, any installments thereof, may be
brought by Landlord at any time and from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit until
the date when the Term would have expired if it had not been so terminated
under the provisions of Article 27, or under any provision of law, or had
Landlord not re-entered the Demised Premises. 
Nothing herein contained shall be construed to limit or preclude
recovery by Landlord against Tenant of any sums or damages to which, in
addition to the damages particularly provided above, Landlord may lawfully be
entitled by reason of any default hereunder on the part of Tenant.  Nothing herein contained shall be construed
to limit or prejudice the right of Landlord to prove for and obtain as damages
by reason of the termination of this Lease or re-entry of the Demised Premises
for the default of Tenant under this Lease, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time, whether or
not such amount be greater than, equal to, or less than any of the sums
referred to in Section 29.01.


 


29.03. In
addition, if this Lease is terminated under the provisions of Article 27,
or if Landlord shall re-enter the Demised Premises under the provisions of Article 28,
Tenant covenants that:  (a) the
Demised Premises then shall be in the same condition as that in which Tenant
has agreed to surrender the same to Landlord at the Expiration Date; (b) Tenant
shall have performed prior to any such termination any obligation of Tenant
contained in this Lease for the making of any alteration or for restoring or
rebuilding the Demised Premises or the Building, or any part thereof; and (c) for
the breach of any covenant of Tenant set forth above in this Section 29.03,
Landlord shall be entitled immediately, without notice or other action by
Landlord, to recover, and Tenant shall pay, as and for liquidated damages
therefor, the cost of performing such covenant (as estimated by an independent
contractor selected by Landlord).


 


42

















 


29.04. In addition
to any other remedies Landlord may have under this Lease, and without reducing
or adversely affecting any of Landlord’s rights and remedies under this Article 29,
if any Rent or damages payable hereunder by Tenant to Landlord are not paid
upon demand therefor, the same shall bear interest at the Late Payment Rate or
the maximum rate permitted by law, whichever is less, from the due date thereof
until paid, and the amounts of such interest shall be Additional Charges
hereunder.


 


29.05. In addition
to any remedies which Landlord may have under this Lease, if there shall be a
default hereunder by Tenant which shall not have been remedied within the
applicable grace period, Landlord shall not be obligated to furnish to Tenant
or the Demised Premises any HVAC services outside of Business Hours or Business
Days, or any extra or additional cleaning services; and the discontinuance of
any one or more such services shall be without liability by Landlord to Tenant
and shall not reduce, diminish or otherwise affect any of Tenant’s covenants
and obligations under this Lease.


 


ARTICLE 30 - AFFIRMATIVE WAIVERS


 


30.01. Tenant, on
behalf of itself and any and all persons claiming through or under Tenant, does
hereby waive and surrender all right and privilege which it, they or any of
them might have under or by reason of any present or future law, to redeem the
Demised Premises or to have a continuance of this Lease after being
dispossessed or ejected from the Demised Premises by process of law or under
the terms of this Lease or after the termination of this Lease as provided in
this Lease.


 


30.02. Landlord
and Tenant hereby waive trial by jury in any action, proceeding or counterclaim
brought by either against the other on any matter whatsoever arising out of or
in any way connected with this Lease, the relationship of Landlord and Tenant,
and Tenant’s use or occupancy of the Demised Premises and use of the Common
Area, including, without limitation, any claim of injury or damage, and any
emergency and other statutory remedy with respect thereto.  Tenant shall not interpose any counterclaim
of any kind in any action or proceeding commenced by Landlord to recover
possession of the Demised Premises.


 


ARTICLE 31 - NO WAIVERS


 


31.01. The failure
of either party to insist in any one or more instances upon the strict
performance of any one or more of the obligations of this Lease, or to exercise
any election herein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more
obligations of this Lease or of the right to exercise such election, but the
same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission.  The
receipt by Landlord of Fixed Rent or Additional Charges with knowledge of
breach by Tenant of any obligation of this Lease shall not be deemed a waiver
of such breach.


 


43

















 


ARTICLE 32 - CURING TENANT’S DEFAULTS


 


32.01. If Tenant
shall default in the performance of any of Tenant’s obligations under this
Lease, Landlord, without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account and at the expense of Tenant, without
notice in a case of emergency, and in any other case only if such default
continues after the expiration of fifteen (15) days from the date Landlord
gives Tenant notice of the default. 
Charges for any expenses incurred by Landlord in connection with any
such performance by it for the account of Tenant, and charges for all costs,
expenses and disbursements of every kind and nature whatsoever, including
reasonable attorneys’ fees and expenses, involved in collecting or endeavoring
to collect the Rent or any part thereof or enforcing or endeavoring to enforce
any rights against Tenant or Tenant’s obligations hereunder, under or in
connection with this Lease or pursuant to law, including any such cost, expense
and disbursement involved in instituting and prosecuting summary proceedings or
in recovering possession of the Demised Premises after default by Tenant or
upon the expiration of the Term or sooner termination of this Lease, and
interest on all sums advanced by Landlord under this Article at the Late
Payment Rate or the maximum rate permitted by law, whichever is less, shall be
payable by Tenant and may be invoiced by Landlord to Tenant monthly, or
immediately, or at any time, at Landlord’s option, and such amounts shall be
due and payable upon demand.


 


ARTICLE 33 - BROKER


 


33.01. Tenant
represents that no broker except the Broker was instrumental in bringing about
or consummating this Lease and that Tenant had no conversations or negotiations
with any broker except the Broker concerning the leasing of the Demised
Premises.  Tenant agrees to indemnify and
hold harmless Landlord against and from any claims for any brokerage
commissions and all costs, expenses and liabilities in connection therewith,
including, without limitation, attorneys’ fees and expenses, arising out of any
conversations or negotiations had by Tenant with any broker other than the
Broker.  Landlord shall pay any brokerage
commissions due the Broker pursuant to a separate agreement between Landlord
and the Broker.


 


ARTICLE 34 - NOTICES


 


34.01.
Any notice, statement, demand, consent, approval or other communication
required or permitted to be given, rendered or made by either party to the
other, pursuant to this Lease or pursuant to any applicable Legal Requirement,
shall be in writing and shall be deemed to have been properly given, rendered
or made only if (i) hand delivered, or (ii) sent by United States
registered or certified mail, return receipt requested, or (iii) sent by
overnight courier, addressed to the other party at the address hereinabove set
forth [except that after the Commencement Date, Tenant’s address, unless Tenant
shall give notice to the contrary, shall be the Building (Attention: Real Estate,
with a copy to the General Counsel’s Office) as to Landlord, to the attention
of General Counsel with a concurrent notice to the attention of Executive Vice
President/Administration, and shall be deemed to have been given, rendered or
made upon receipt or rejection Either party may, by notice as 


 


44

















 


aforesaid, designate a
different address or addresses for notices, statements, demands, consents,
approvals or other communications intended for it.  In addition, upon and to the extent requested
by Landlord, copies of notices shall be sent to the Superior Mortgagee.


 


ARTICLE 35 - ESTOPPEL CERTIFICATES


 


35.01. Tenant
shall, at any time and from time to time, as requested by the Landlord, upon
not less than fifteen (15) days’ prior notice, execute and deliver to the
Landlord or a Superior Mortgagee or Superior Lessor a statement certifying that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications), certifying the dates to which the Fixed Rent and
Additional Charges have been paid, stating whether or not, to the best
knowledge of the party giving the statement, the requesting party is in default
in performance of any of its obligations under this Lease, and, if so,
specifying each such default of which the party giving the statement shall have
knowledge, and stating whether or not, to the best knowledge of the party
giving the statement, any event has occurred which with the giving of notice or
passage of time, or both, would constitute such a default of the requesting
party, and, if so, specifying each such event; any such statement delivered
pursuant hereto shall be deemed a representation and warranty to be relied upon
by the party requesting the certificate and by others with whom such party may
be dealing, regardless of independent investigation. Tenant also shall include
in any such statement such other information concerning this Lease as Landlord
may reasonably request. In the event Tenant shall be requested by Landlord to
execute more than one (1) estoppel certificate in any one Calendar Year of
the Term, the first estoppel certificate so requested shall be free of charge;
thereafter, Landlord shall be obligated to pay Tenant an administrative fee of
$150.00 for each estoppel certificate after the first estoppel certificate
requested in any Calendar Year.


 


ARTICLE 36 - ARBITRATION


 


36.01. Landlord
may at any time request arbitration (but shall not be obligated to), and Tenant
may at any time when not in default in the payment of any Rent request
arbitration (but shall not be obligated to), of any matter in dispute but only
where arbitration is expressly provided for in this Lease.  The party requesting arbitration shall do so
by giving notice to that effect to the other party, specifying in said notice
the nature of the dispute, and said dispute shall be determined in Newark, New
Jersey, by a single arbitrator, in accordance with the rules then
obtaining of the American Arbitration Association (or any comparable
organization designated by Landlord). 
The award in such arbitration may be enforced on the application of
either party by the order or judgment of a court of competent jurisdiction.  The fees and expenses of any arbitration shall
be borne by the parties equally, but each party shall bear the expense of its
own attorneys and experts and the additional expenses of presenting its own
proof.  If Tenant gives notice requesting
arbitration as provided in this Article, Tenant shall simultaneously serve a
duplicate of the notice on each Superior Mortgagee and Superior Lessor whose
name and address shall previously have been furnished to Tenant, and such
Superior Mortgagees and Superior Lessor shall have the right to participate 


 


45

















 


in such arbitration.


 


ARTICLE 37 - MEMORANDUM OF LEASE


 


37.01. Tenant
shall not record this Lease.  However, at
the request of Landlord, Tenant shall promptly execute, acknowledge and deliver
to Landlord a memorandum of lease in respect of this Lease sufficient for
recording.  Such memorandum shall not be
deemed to change or otherwise affect any of the obligations or provisions of
this Lease.  Whichever party records such
memorandum of Lease shall pay all recording costs and expenses, including any
taxes that are due upon such recording.


 


46

















 


ARTICLE 38 —
OPTION TO EXTEND


 


38.01. Provided Tenant is in compliance with
all of the terms and conditions contained herein, and provided Tenant has not
assigned this Lease or sublet all or any portion of the Demised Premises and is
itself in occupation and conducting business in the whole of the Demised
Premises in accordance with the terms of this Lease, Tenant expressly
acknowledging and agreeing that the option right contained herein is personal
to the original named Tenant, Tenant shall have one (1) option to extend
the Term of its lease of the Demised Premises, from the date upon which this
Lease would otherwise expire, for one (1) period of five (5) years
(the “Extended Period”), upon the following terms and conditions:


 


1.             If Tenant elects to exercise said
option, it shall do so by giving notice of such election to Landlord on or
before the date which is one (1) year before the beginning of the Extended
Period for which the Term is to be extended by the exercise of such
option.  Tenant agrees that it shall have
forever waived its right to exercise such option if it shall fail for any
reason whatsoever to give such notice to Landlord by the time provided herein
for the giving of such notice, whether such failure is inadvertent or
intentional, time being of the essence as to the exercise of such option.


 


2.             If Tenant elects to exercise said
option, the Term shall be automatically extended for the Extended Period
without execution of an extension or renewal lease.  Within ten (10) days after request of
either party following the effective exercise of such option, however, Landlord
and Tenant shall execute, acknowledge and deliver to each other duplicate
originals of an instrument in recordable form confirming that such option was
effectively exercised.


 


3.             The Extended Period shall be upon
the same terms and conditions as are in effect immediately preceding the
commencement of such Extended Period; provided, however, that Tenant shall have
no right or option to extend the Term for any period of time beyond the
expiration of the Extended Period and, provided further, that in the Extended
Period(s) the Fixed Rent shall be at 100% of Fair Market Value (“FMV”).
FMV shall be determined by mutual agreement of the parties.  If the parties are unable to agree on the FMV
within thirty (30) days of Tenant’s exercise of its option, the parties shall
choose a licensed Real Estate Appraiser who shall determine the FMV.  The cost of said Real Estate Appraiser shall
be borne equally by the parties.  If the
parties are unable to agree on a licensed Real Estate Appraiser within
forty-five (45) days of Tenant’s exercise of its option, each party shall
select one Appraiser to appraise the FMV. 
All appraisals shall be rendered within thirty (30) days of appointment
of the respective Appraiser appointed under this paragraph.  If the difference between the two appraisals
is 20% or less of the lower appraisal, then the FMV shall be the average of the
two appraisals.  If the difference
between the two appraisals is greater than 20% of the lower appraisal, the two
Appraisers shall select a third licensed Real Estate Appraiser to appraise the
FMV.  The FMV shall in such case be the
average of the three appraisals.  The
cost of the third appraisal shall be borne equally by the parties.  Notwithstanding the determination of FMV, the
Fixed Rent during the Extended Period 


 


47

















 


shall
in no event be less than the Fixed Rent in effect during the last year of the
term.


 


4.             Any termination, expiration,
cancellation or surrender of this Lease shall terminate any right or option for
the Extended Period not yet exercised.


 


5.             Intentionally omitted.


 


6.             The option provided herein to
extend the Term of the Lease may not be severed from the Lease or separately
sold, assigned or otherwise transferred.


 


ARTICLE 39 - MISCELLANEOUS


 


39.01. Tenant
expressly acknowledges and agrees that Landlord has not made and is not making,
and Tenant, in executing and delivering this Lease, is not relying upon, any
warranties, representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease or in any other written
agreement(s) which may be made between the parties concurrently with the
execution and delivery of this Lease. 
All understandings and agreements heretofore had between the parties are
merged in this Lease and any other written agreement(s) made concurrently
herewith, which alone fully and completely express the agreement of the parties
and which are entered into after full investigation.  Neither party has relied upon any statement
or representation not embodied in this Lease or in any other written agreement(s) made
concurrently herewith.  The submission of
this Lease to Tenant does not constitute by Landlord a reservation of, or an
option to Tenant for, the Demised Premises, or an offer to lease on the terms
set forth herein and this Lease shall become effective as a lease agreement
only upon execution and delivery thereof by Landlord and Tenant.


 


39.02. No
agreement shall be effective to change, modify, waive, release, discharge,
terminate or effect an abandonment of this Lease, in whole or in part, unless
such agreement is in writing, refers expressly to this Lease and is signed by
the party against whom enforcement of the change, modification, waiver,
release, discharge, termination or effectuation of abandonment is sought.


 


39.03. If Tenant
shall at any time request Landlord to sublet or let the Demised Premises for
Tenant’s account, Landlord or its agent is authorized to receive keys for such
purposes without releasing Tenant from any of its obligations under this Lease,
and Tenant hereby releases Landlord of any liability for loss or damage to any
of the Tenant’s Property in connection with such subletting or letting.


 


39.04. Except as
otherwise expressly provided in this Lease, the obligations under this Lease
shall bind and benefit the successors and assigns of the parties hereto with
the same effect as if mentioned in each instance where a party is named or
referred to; provided, however, that (a) no violation of the provisions of
Article 11 shall operate to vest any rights in any successor or 


 


48

















 


assignee of Tenant and (b) the
provisions of this Section 39.04 shall not be construed as modifying the
conditions of limitation contained in Article 27.


 


39.05. Except for
Tenant’s obligations to pay Rent, the time for Landlord or Tenant, as the case
may be, to perform any of its respective obligations hereunder shall be
extended if and to the extent that the performance thereof shall be prevented
due to any Unavoidable Delay.  Except as
expressly provided to the contrary, the obligations of Tenant hereunder shall
not be affected, impaired or excused, nor shall Landlord have any liability
whatsoever to Tenant, (a) because Landlord is unable to fulfill, or is
delayed in fulfilling, any of its obligations under this Lease due to any of
the matters set forth in the first sentence of this Section 39.05, or (b) because
of any failure or defect in the supply, quality or character of electricity,
water or any other utility or service furnished to the Demised Premises for any
reason beyond Landlord’s reasonable control.


 


39.06. Any
liability for payments hereunder (including, without limitation, Additional
Charges) shall survive the expiration of the Term or earlier termination of
this Lease.


 


39.07. If Tenant
shall request Landlord’s consent and Landlord shall fail or refuse to give such
consent, Tenant shall not be entitled to any damages for any withholding by
Landlord of its consent; Tenant’s sole remedy shall be an action for specific
performance or injunction, and such remedy shall be available only in those
cases where Landlord has expressly agreed in writing not to unreasonably
withhold or delay its consent or where as a matter of law Landlord may not unreasonably
withhold its consent.


 


39.08. If an
excavation shall be made upon land adjacent to or under the Building, or shall
be authorized to be made, Tenant shall, upon mutually acceptable terms and
during mutually acceptable hours, afford to the Person causing or authorized to
cause such excavation, license to enter the Demised Premises for the purpose of
performing such work as said Person shall reasonably deem necessary or
desirable to preserve and protect the Building from injury or damage and to
support the same by proper foundations, without any claim for damages or
liability against Landlord and without reducing or otherwise affecting Tenant’s
obligations under this Lease.


 


39.09. Tenant
shall not exercise its rights under Article 15 or any other provision of
this Lease in a manner which would violate Landlord’s union contracts or create
any work stoppage, picketing, labor disruption or dispute or any interference
with the business of Landlord or any tenant or occupant of the Building.


 


39.10. Tenant shall
give prompt notice to Landlord of (a) any occurrence in or about the
Demised Premises for which Landlord might be liable, (b) any fire or other
casualty in the Demised Premises, (c) any damage to or defect in the
Demised Premises, including the fixtures and equipment thereof, for the repair
of which Landlord might be responsible, and (d) any damage to or defect in
any part of the Building’s sanitary, electrical, heating, ventilating,
air-conditioning, elevator or other systems located in or passing through the
Demised Premises or any part thereof.


 


39.11. This Lease
shall be governed by and construed in accordance with the laws of the 


 


49

















 


State of New Jersey.  Tenant hereby irrevocably agrees that any legal
action or proceeding arising out of or relating to this Lease may be brought in
the Courts of the State of New Jersey, or the Federal District Court for the
District of New Jersey, as Landlord may elect. By execution and delivery of
this Lease, Tenant hereby irrevocably accepts and submits generally and
unconditionally for itself and with respect to its properties, to the
jurisdiction of any such court in any such action or proceeding, and hereby
waives in the case of any such action or proceeding brought in the courts of
the State of New Jersey, or Federal District Court for the District of New
Jersey, any defenses based on jurisdiction, venue or forum non conveniens.  If any provision of this Lease shall be invalid
or unenforceable, the remainder of this Lease shall not be affected and shall
be enforced to the extent permitted by law. 
The table of contents, captions, headings and titles in this Lease are
solely for convenience of reference and shall not affect its
interpretation.  This Lease shall be construed
without regard to any presumption or other rule requiring construction
against the party causing this Lease to be drafted.  If any words or phrases in this Lease shall
have been stricken out or otherwise eliminated, whether or not any other words or
phrases have been added, this Lease shall be construed as if the words or
phrases so stricken out or otherwise eliminated were never included in this
Lease and no implication or inference shall be drawn from the fact that said
words or phrases were so stricken out or otherwise eliminated.  Each covenant, agreement, obligation or other
provision of this Lease on Tenant’s part to be performed, shall be deemed and
construed as a separate and independent covenant of Tenant, not dependent on
any other provision of this Lease.  All
terms and words used in this Lease, regardless of the number or gender in which
they are used, shall be deemed to include any other number and any other gender
as the context may require.  Tenant
specifically agrees to pay all of Landlord’s reasonable actual costs, charges
and expenses, including attorneys’ fees, incurred in connection with any
document review requested by Tenant and upon submission of bills therefor.  In the event Landlord permits Tenant to
examine Landlord’s books and records with respect to any Additional Charge
imposed under this Lease, such examination shall be conducted at Tenant’s sole
cost and expense and shall be conditioned upon Tenant retaining an independent
accounting firm for such purposes which shall not be compensated on any type of
contingent fee basis with respect to such examination.  Wherever in this Lease or by law Landlord is
authorized to charge or recover costs and expenses for legal services or
attorneys’ fees, same shall include, without limitation, the reasonable actual
costs and expenses for in-house or staff legal counsel or outside counsel at
rates not to exceed the reasonable and customary charges for any such services
as would be imposed in an arms length third party agreement for such services.


 


50














 


39.12. Upon request of Landlord, Tenant shall
furnish to Landlord a copy of its then current audited financial statement
(which may be in the form of Tenant’s most recent annual report for so long as
Tenant remains a public company) which shall be employed by Landlord for
purposes of financing the Premises and not distributed otherwise without prior
authorization of Tenant. Landlord shall be entitled (upon request) to one (1) free
copy of Tenant’s then current audited financial statement in each and every Calendar
Year of the Term; in the event Landlord requests Tenant’s audited financial
statement more than once in any Calendar Year of the Term, Tenant shall be
entitled to an administrative fee of $150 for the second and each successive
request in any Calendar Year.


 


39.13. (a) Certification.
Tenant certifies that:  (i) It is
not acting, directly or indirectly, for or on behalf of any person, group,
entity, or nation named by any Executive Order or the United States Treasury
Department as a terrorist, “Specially Designated National and Blocked Person,”
or other banned or blocked person, entity, nation, or transaction pursuant to
any law, order, rule, or regulation that is enforced or administered by the
Office of Foreign Assets Control; and (ii)  It is not engaged in this
transaction, directly or indirectly on behalf of, or instigating or
facilitating this transaction, directly or indirectly on behalf of, any such
person, group, entity, or nation.


 


(b) Indemnification.  Tenant hereby agrees to defend, indemnify,
and hold harmless Landlord from and against any and all claims, damages,
losses, risks, liabilities, and expenses (including attorney’s fees and costs)
arising from or related to any breach of the foregoing certification.


 


IN
WITNESS WHEREOF, Landlord and Tenant have duly executed this
Lease as of the day and year first above written.


 


	
   

  	
  500 PLAZA DRIVE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Irwin A. Horowitz

  
	
   

  	
   

  	
  Irwin A. Horowitz

  
	
   

  	
   

  	
  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CHILDREN’S PLACE
  SERVICES COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Charles C. Crovitz

  
	
   

  	
   

  	
  Name: Charles C.
  Crovitz

  
	
   

  	
   

  	
  Title: Interim Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Susan J. Riley

  
	
   

  	
   

  	
  Name: Charles C.
  Crovitz

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  



 


Copyright © Hartz Mountain Industries, Inc. 2005. All Rights
Reserved. No portion of this document may be reproduced without the express
written consent of Hartz Mountain Industries, Inc.


 


51

















 





 


52

















 





 


53














 





 


54














 


EXHIBIT B


 


Title No. 62627


 


DESCRIPTION


 


ALL
THAT CERTAIN tract, lot and parcel of land, lying and being in the Town of
Secaucus, County of Hudson and State of New Jersey, being more particularly
described as follows:


 


BEGINNING
at a point, said point being the following six courses from the point of
intersection of the easterly side of Harmon Meadow Boulevard with the northerly
side of New Jersey State Highway Route No. 3.


 


	
  A)

  	
  North
  56 degrees 48 minutes 02 seconds east, 119.48 feet to a point on curve; thence

  
	
   

  	
   

  
	
  B)

  	
  Along
  a curve to the left having a radius of 230.00 feet an arc length of 108.38
  feet to a point of tangency; thence

  
	
   

  	
   

  
	
  C)

  	
  North
  29 degrees 48 minutes 02 seconds east, 429.78 feet to a point; thence

  
	
   

  	
   

  
	
  D)

  	
  North
  35 degrees 48 minutes 02 seconds east, 300.00 feet to a point; thence

  
	
   

  	
   

  
	
  E)

  	
  South
  54 degrees 11 minutes 58 seconds east, 80.00 feet to a point; thence

  
	
   

  	
   

  
	
  F)

  	
  South
  35 degrees 48 minutes 02 seconds west, 20.25 feet to the point of beginning
  and running; thence

  
	
   

  	
   

  
	
  1.

  	
  North
  35 degrees 48 minutes 02 seconds east, 336.00 feet to a point of curvature;
  thence

  
	
   

  	
   

  
	
  2.

  	
  Along
  a curve to the right having a radius of 40.00 feet an arc length of 62.83 to
  a point of tangency; thence

  
	
   

  	
   

  
	
  3.

  	
  South
  54 degrees 11 minutes 58 seconds east, 149.86 feet to a point; thence

  
	
   

  	
   

  
	
  4.

  	
  South
  09 degrees 11 minutes 58 seconds east, 275.77 feet to a point; thence

  
	
   

  	
   

  
	
  5.

  	
  South
  35 degrees 48 minutes 02 seconds west, 51.93 feet to a point; thence

  
	
   

  	
   

  
	
  6.

  	
  South
  80 degrees 48 minutes 02 seconds west, 182.54 feet to a point; thence

  
	
   

  	
   

  
	
  7.

  	
  North
  54 degrees 11 minutes 58 seconds west, 255.78
  feet to the point of BEGINNING.

  



 


continued.......


 

















 


BEING
also known and designated as Lot 6.03 Block 227, as shown on a certain filed
map entitled, “Proposed Minor Subdivision of Block 227 Lots 6.01,
6.02 & 7.01 for Hartz Mountain Development Corp., in the Town of
Secaucus, Hudson County, New Jersey” filed in the Hudson County Register’s Office on September 11, 1985 as Filed Map No. 3191.


 


TOGETHER
with the benefit of that
certain Parking Easement (as
amended and restated) dated July 12, 1988, and recorded in the Hudson
County Register’s Office on July 18, 1988 in Deed Book 3985 page 126.


 


TOGETHER
with the benefits of that certain Restated Access
Easement dated July 12, 1988, and recorded July 18, 1988 in Deed Book 3985 page 139.


 


FOR INFORMATION ONLY: Premises are known as 500 Plaza Drive, Secaucus, New Jersey and
designated as Block 227 Lot 6.03 on the Town of Secaucus Tax Map.


 


2














 


EXHIBIT D


 


MULTI-OFFICE


RULES AND
REGULATIONS


 


1.                                       The
rights of each tenant in the entrances, corridors, elevators and escalators
servicing the Building are limited to ingress and egress from such tenant’s
premises for the tenant and its employees, licensees and invitees, and no
tenant shall use, or permit the use of, the entrances, corridors, escalators or
elevators for any other purpose.  No
tenant shall invite to the tenant’s premises, or permit the visit of, persons
in such numbers or under such conditions as to interfere with the use and
enjoyment of any of the plazas, entrances, corridors, escalators, elevators and
other facilities of the Building by any other tenants.  Fire exits and stairways are for emergency
use only, and they shall not be used for any other purpose by the tenants,
their employees, licensees or invitees. 
No tenant shall encumber or obstruct, or permit the encumbrance or
obstruction of, any of the sidewalks, plazas, entrances, corridors, escalators,
elevators, fire exits or stairways of the Building.  Landlord reserves the right to control and
operate the public portions of the Building and the public facilities, as well
as facilities furnished for the common use of the tenants, in such manner as it
deems best for the benefit of the tenants generally.


 


2.                                       Landlord
may refuse admission to the Building outside of Business Hours on Business Days
to any person not known to the watchman in charge, or not having a pass issued
by Landlord or the tenant whose premises are to be entered, or not otherwise
properly identified, and Landlord may require all persons admitted to or
leaving the Building outside of Business Hours on Business Days to provide
appropriate identification.  Tenant shall
be responsible for all persons for whom it issues any such pass and shall be
liable to Landlord for all acts or omissions of such persons.  Any person whose presence in the Building at
any time shall, in the judgment of Landlord, be prejudicial to the safety,
character or reputation of the Building or of its tenants may be denied access
to the Building or may be ejected therefrom. 
During any invasion, riot, public excitement or other commotion,
Landlord may prevent all access to the Building by closing the doors or otherwise
for the safety of the tenants and protection of property in the Building.


 


3.                                       No
tenant shall obtain or accept for use in its premises ice, drinking water,
food, beverage, towel, barbering, boot-blacking, floor polishing, cleaning or
other similar services from any persons not authorized by Landlord in writing
to furnish such services, provided that the charges for such services by
persons authorized by Landlord are comparable to similar charges in other
first-class office buildings in Hudson County. 
Such services shall be furnished only at such hours, and under such
reasonable regulations, as may be fixed by Landlord from time to time.


 


4.                                       The
cost of repairing any damage to the public portions of the Building or the
public facilities or to any facilities used in common with other tenants,
caused by a tenant or its employees, licensees or invitees, shall be paid by
such tenant.


 


5.                                       No
awnings or other projections shall be attached to the outside walls of the
Building.  No curtains, blinds, shades or
screens shall be attached to or hung in, or be used in connection with, any
window or door of the premises of any tenant, without the prior written consent
of Landlord, which consent shall not be unreasonably withheld or delayed.  Such curtains, blinds, shades or screens must
be of a quality, type, design and color, and attached in the manner approved by
Landlord, such approval not to be unreasonably withheld or delayed.


 


6.                                       No
lettering, sign, advertisement, notice or object shall be displayed in or on
the windows or doors, or on the outside of any tenant’s premises, or at any
point inside any tenant’s premises where the same might be visible outside of
such premises, without the prior written consent of Landlord.  Notwithstanding anything herein contained to
the contrary, Tenant shall be permitted to install, at Tenant’s sole cost and
expense, its prototypical logo and/or lettering adjacent to or on the entrance
doors to the Demised Premises. In the event of the violation of the foregoing
by any tenant, Landlord may remove the same without any liability, and may
charge the expense incurred in such removal to the tenant violating this
rule.  Interior signs, elevator cab
designations and lettering on doors and the Building directory shall, if and
when approved by Landlord, be inscribed, painted or affixed for each tenant by
Landlord at the reasonable expense of such tenant, and shall be of a size,
color and style reasonably acceptable to Landlord.


 


7.                                       The
sashes, sash doors, skylights, windows and doors that reflect or admit light
and air into 


 

















 


the halls, passageways or
other public places in the Building shall not be covered or obstructed by any
tenant, nor shall any bottles, parcels or other articles be placed on the
window sills or on the peripheral air conditioning enclosures, if any.


 


8.                                       No
showcase or other articles shall be put in front of or affixed to any part of
the exterior of the Building, nor placed in the halls, corridors or vestibules.


 


9.                                       Linoleum,
tile or other floor covering shall be laid in a tenant’s premises only in a
manner first approved in writing by Landlord.


 


10.                                 No
tenant shall mark, paint, drill into, or in any way deface any part of its
premises or the Building.  No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Landlord, and as Landlord may direct.


 


11.                                 No
bicycles, vehicles, animals, fish or birds of any kind shall be brought into or
kept in or about the premises of any tenant of the Building.


 


12.                                 No
noise, including, but not limited to, music or the playing of musical
instruments, recordings, radio or television, which, in the judgment of
Landlord, might disturb other tenants in the Building, shall be made or
permitted by any tenant.  Nothing shall
be done or permitted in the premises of any tenant which would impair or
interfere with the use or enjoyment by any other tenant of any other space in
the Building.


 


13.                                 No
tenant, nor any tenant’s contractors, employees, agents, visitors or licensees,
shall at any time bring into or keep upon the premises or the Building any
inflammable, combustible, explosive or otherwise dangerous fluid, chemical or
substance.


 


14.                                 Additional
locks or bolts of any kind which shall not be operable by the grand master key
for the Building shall not be placed upon any of the doors or windows by any
tenant, nor shall any changes be made in locks or the mechanism thereof which
shall make such locks inoperable by said grand master key.  Additional keys for a tenant’s premises and
toilet rooms shall be procured only from Landlord who may make a reasonable
charge therefor.  Each tenant shall, upon
the termination of its tenancy, turn over to Landlord all keys of stores,
offices and toilet rooms, either furnished to, or otherwise procured by, such
tenant, and in the event of the loss of any keys furnished by Landlord such
tenant shall pay to Landlord the reasonable cost for replacement thereof.


 


15.                                 All
removals, or the carrying in or out of any safes, freight, furniture, packages,
boxes, crates or any other object or matter of any description must take place
during such hours and in such elevators and in such manner as Landlord or its
agent may determine from time to time. 
The persons employed to move safes and other heavy objects shall be
reasonably acceptable to Landlord and, if so required by law, shall hold a
master rigger’s license.  Arrangements
will be made by Landlord with any tenant for moving large quantities of
furniture and equipment into or out of the Building.


 


2

















 


16.                                 Landlord
reserves the right to inspect all objects and matter to be brought into the
Building and to exclude from the Building all objects and matter which violate
any of these Rules and Regulations or this Lease.  Landlord may require any person leaving the
Building with any package or other object or matter to submit a pass, listing
such package or object or matter, from the tenant from whose premises the
package or object or matter is being removed, but the establishment and
enlargement of such requirement shall not impose any responsibility on Landlord
for the protection of any tenant against the removal of property from the
premises of such tenant.  Landlord shall
in no way be liable to any tenant for damages or loss arising from the
admission, exclusion or ejection of any person to or from the premises or the
Building under the provisions of this RULE or of RULE 2 hereof.


 


17.                                 No
tenant shall occupy or permit any portion of its premises to be occupied as an
office for a public stenographer or public typist, or for the possession,
storage, manufacture, or sale of liquor, narcotics, tobacco in any form, or as
a barber, beauty or manicure shop, or as a school.  No tenant shall use its premises or any part
thereof to be used for manufacturing, or the sale at retail or auction of
merchandise, goods or property of any kind.


 


18.                                 Landlord
shall have the right to prohibit any advertising or identifying sign by any
tenant which, in Landlord’s judgment, tends to impair the reputation of the
Building or its desirability as a building for others, and upon written notice
from Landlord, such tenant shall refrain from and discontinue such advertising
or identifying sign.


 


19.                                 Landlord
shall have the right to prescribe the weight and position of safes and other
objects of excessive weight, and no safe or other object whose weight exceeds
the lawful load for the area upon which it would stand shall be brought into or
kept upon any tenant’s premises.  If, in
the judgment of Landlord, it is necessary to distribute the concentrated weight
of any heavy object, the work involved in such distribution shall be done at
the expense of the tenant and in such a manner as Landlord shall determine.


 


20.                                 No
machinery or mechanical equipment other than ordinary business machines may be
installed or operated in any tenant’s premises without Landlord’s prior written
consent, and in no case (even where the same are of a type so excepted or as so
consented to by Landlord) shall any machines or mechanical equipment be so
placed or operated as to disturb other tenants; but machines and mechanical
equipment which may be permitted to be installed and used in a tenant’s
premises shall be so equipped, installed and maintained by such tenant as to
prevent any disturbing noise, vibration or electrical or other interference
from being transmitted from such premises to any other area of the Building.


 


21.                                 Landlord,
its contractors, and their respective employees, shall have the right to use,
without charge therefore, necessary light, power and water in the premises of
any tenant while cleaning or making repairs or alterations in the premises of
such tenant.


 


22.                                 No
premises of any tenant shall be used for lodging or sleeping or for any immoral
or illegal purpose.


 


23.                                 The
requirements of tenants will be attended to only upon application at the office
of the Building.  Employees of Landlord
shall not perform any work or do anything outside of their regular duties,
unless under special instructions from Landlord.


 


24.                                 Canvassing,
soliciting and peddling in the Building are prohibited and each tenant shall
cooperate to prevent the same.


 


25.                                 No
tenant shall cause or permit any unusual or objectionable odors to emanate from
its premises which would annoy other tenants or create a public or private
nuisance.  No cooking shall be done in
the premises of any tenant except as is expressly permitted in such tenant’s
Lease.


 


26.                                 Nothing
shall be done or permitted in any tenant’s premises, and nothing shall be
brought into or kept in any tenant’s premises, which would impair or interfere
with any of the Building’s services or the proper and economic heating,
cleaning or other servicing of the Building or the premises, or the use or
enjoyment by any other tenant of any other premises nor shall there be
installed by any tenant any ventilating, air-conditioning, electrical or other
equipment of any kind which, in the judgment of Landlord, might cause any such
impairment or interference.


 


27.                                 No
acids, vapors or other materials shall be discharged or permitted to be
discharged into the waste 


 


3

















 


lines, vents or flues of
the Building which may damage them.  The
water and wash closets and other plumbing fixtures in or serving any tenant’s
premises shall not be used for any purpose other than the purposes for which
they were designed or constructed, and no sweepings, rubbish, rags, acids or
other foreign substances shall be deposited therein.  All damages resulting from any misuse of the
fixtures shall be borne by the tenants who, or whose servants, employees,
agents, visitors or licensees shall have, caused the same.  Any cuspidors or containers or receptacles
used as such in the premises of any tenant or for garbage or similar refuse,
shall be emptied, cared for and cleaned by and at the expense of such tenant.


 


28.                                 All
entrance doors in each tenant’s premises shall be left locked and all windows
shall be left closed by the tenant when the tenant’s premises are not in
use.  Entrance doors shall not be left
open at any time.  Each tenant, before
closing and leaving its premises at any time, shall turn out all lights.


 


29.                                 Hand
trucks not equipped with rubber tires and side guards shall not be used within
the Building.


 


30.                                 All
windows in each tenant’s premises shall be kept closed, and all blinds therein
above the ground floor shall be lowered as reasonably required because of the
position of the sun, during the operation of the Building air-conditioning
system to cool or ventilate the tenant’s premises.


 


31.                                 Landlord
reserves the right to rescind, alter or waive any rule or regulation at
any time prescribed for the Building when, in its judgment, it deems it
necessary, desirable or proper for its best interest and for the best interests
of the tenants, and no alteration or waiver of any rule or regulation in
favor of one tenant shall operate as an alteration or waiver in favor of any
other tenant. Landlord shall not be responsible to any tenant for the
non-observance or violation by any other tenant of any of the rules and
regulations at any time prescribed for the Building.


 


32.                                 Sustainability:  Tenant has been provided with a copy of
Landlord’s Sustainability Initiative. 
Consistent with such Initiative, Tenant shall use its reasonable efforts
to ensure effective and energy efficient operation of the Demised
Premises.  Accordingly:


 


(i)                                     Tenant
shall not waste electricity, water, heat, air conditioning, and other utilities
and services at the Demised Premises; and


(ii)                                  Tenant
shall not obstruct, alter, or in any way impair the efficient operation of the
Building’s heat, air conditioning, and ventilation systems.  To this end, Tenant shall:


 


(A)                              Not
place furniture, equipment, or other objects where they would interfere with
air flow;


(B)                                Keep
corridor doors closed and not open any windows (except if air circulation shall
not be in operation, windows may be opened with Landlord’s consent; and


(C)                                During
hot weather months, lower and partially close window blinds or drapes when the
sun’s rays fall directly on windows or the Premises.


(D)                               Use,
to the maximum extent economically practicable, energy efficient materials and
supplies, including but not limited to fluorescent light fixtures and bulbs,
waterless plumbing fixtures, and such other items consistent with Landlord’s
specifications, which specifications may be amended by Landlord from time to
time.


(E) Upon request of Landlord, provide Landlord with copies of its
utility bills, or authorize the various utilities (e.g. providers of electric,
gas, and water) to provide copies of such bills directly to Landlord.


(F) Recycle waste materials to the maximum extent economically
practicable, and in all events in compliance with applicable solid waste
management laws and regulations.


 


4

















 


EXHIBIT E


 


CLEANING SPECIFICATIONS


 


NIGHTLY FOR GENERAL OFFICE SPACE


 


Sweep all hard floors.


Vacuum all carpeted areas
and rugs; spot clean rugs as necessary.


Empty and clean all
wastepaper baskets, ashtrays, etc. and damp dust.


Sweep and remove waste
from all stairways.


Clean all cigarette urns
and replace sand and water as necessary.


Remove wastepaper and
waste materials and place in plastic bags and store in designated areas on
premises.


Dust and wipe clean all
office furniture, paneling and window sills.


Clean all glass furniture
tops, removing finger marks.


Dust all chair rails,
baseboards and trim.


Wash all water fountains
and coolers.


Wipe clean all brass and
other brightwork.


Remove all finger marks
from private entrance doors, building doors, light switches and elevator doors
and buttons.


Dust all open closet
shelving.


Dust all doors and other
ventilating louvers.


Properly maintain in a
clean condition all service close areas.


 


NIGHTLY FOR LAVATORY AREAS


 


Sweep and wash floors
using disinfectant.


Wash and polish all
mirrors, powder shelves, brightwork, enamel surfaces, etc. including all
exposed piping and toilet seat hinges.


Wipe clean all toilet
tissue, soap and towel dispensers and refill with material furnished by owner.


Remove wastepaper and
refuse to a designated area.


 


NIGHTLY ENTRANCE LOBBY AREAS


 


Sweep and wash flooring
including spray buffing.


Wash all rubber mats.


Clean all cigarette urns
and replace sand and water as necessary.


Vacuum floors, dust and
rub down walls, metal work and saddles in all elevator cabs.


 


NIGHTLY FOR GENERAL CLEANING


 


Thoroughly vacuum all
carpeted areas moving light furniture other than desks, file cabinets, etc.


Wash all stairways.


 


MONTHLY HIGH DUSTING


 


Dust all pictures,
frames, charts and other wall hangings not reached in nightly cleaning.


Dust all vertical
surfaces such as walls, partitions, doors, brick, louvers, not reached in
nightly cleaning.


Dust all window frames.


Machine scrub all ceramic
tile floors.


Thoroughly wash and
polish all wall tile and stalls in toilet Areas.


Dust and wash down lobby
walls.


 


OPTIONAL EXTRA ITEMS PERFORMED ON
REQUEST AND TO BE PAID FOR BY TENANT


 


Wax all hard floors.


Light fixture cleaning.


Shampooing of carpet.


Furniture polishing.


 


OTHER SPECIAL CHORES NOT
DESCRIBED IN NIGHTLY, WEEKLY OR MONTHLY CLEANING SERVICES


 


Window washing will be
performed TWO times per year.


 


5

















 


EXHIBIT F


 


[NAME AND ADDRESS
OF ISSUING BANK]


 


[INSERT DATE]


 


IRREVOCABLE LETTER OF
CREDIT NO.  (insert number)


 


[Landlord]


[c/o Hartz Mountain Industries, Inc.]


400 Plaza Drive


Secaucus, New Jersey  07096-1515


 


Ladies and Gentlemen:


 


At the request and for
the account of [TENANT], located at
                                              
(hereinafter called “Applicant”), we hereby establish our Irrevocable Letter of
Credit No. [Insert number] in your favor and
authorize you and your assigns to draw on us up to the aggregate amount of US$
[TO BE INSERTED] available by your draft(s) at sight drawn on us and
accompanied by the following:


 


A statement signed to the
effect of or similar to the following: “The drawer hereunder is entitled to
draw upon this letter of credit pursuant to that certain lease agreement, dated
[INSERT DATE], by and between [LANDLORD], as Landlord, and [TENANT], as Tenant
(the “Lease”).”


 


This Irrevocable Letter
of Credit will be duly honored by us at sight upon delivery of the statement
set forth above without inquiry as to the accuracy of such statement and
regardless of whether Applicant disputes the content of such statement.  Partial drawings against this Letter of
Credit are permitted.


 


This Irrevocable Letter
of Credit shall automatically renew itself for successive twelve (12) month
periods from the date above, unless we notify you, by certified mail, return
receipt requested, of our intention not to renew at least sixty (60) days prior
to any annual renewal date.


 


This irrevocable Letter
of Credit is transferable at no charge to any transferee of Landlord upon
notice to the undersigned from you and such transferee.


 


Multiple draws on this
Letter of Credit are permitted.


 


You shall have the right,
at your option, to present a photocopy of this Letter of Credit in lieu of the
original and we shall make payment hereunder as if the original were presented.


 


At your option, draw requests
may be made in person, or by mail, or by courier service, including but not
limited to FedEx, Airborne, or UPS.


 


At your option draw
requests may be made by fax to the following fax number (or such other number
as we may designate upon written notice to you):


 


Fax number for draws
hereunder: [INSERT FAX NUMBER].


 


If the original of this
Letter of Credit has been lost, stolen, mutilated or destroyed upon receipt of (a) in
the case of loss, theft or destruction of this Letter of Credit, a certificate
signed by an authorized officer of the beneficiary (who is 


 


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identified as such) to
such effect or (b) in the case of mutilation of this Letter of
Credit.  The mutilated Letter of Credit,
we will issue a replacement Letter of Credit in your favor, dated the same
date, bearing a new number, and in the same stated amount as, and with other
provisions identical to, this Letter of Credit.


 


This undertaking is
subject to The International Standby Practices 1998 (ISP98).


 


Upon receipt of the
documents above described, we shall pay you as requested.


 


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name of Bank

  	
   

  	
   

  	
  Countersigned:

  
	
  Vice President

  	
   

  	
   

  	
  Vice President

  



 


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