A CONSISTENT MANNER AND
CERTIFIED AS BEING TRUE, CORRECT AND COMPLETE BY A QUALIFIED CERTIFYING PARTY OR
THE CERTIFIED PUBLIC ACCOUNTANTS, UNLESS SUCH STATEMENT PERTAINS TO AN ANNUAL
(OR LONGER) PERIOD, IN WHICH CASE IT SHALL BE SO CERTIFIED BY BOTH A QUALIFIED
CERTIFYING PARTY AND THE CERTIFIED PUBLIC ACCOUNTANTS.
(CCLXVII)
"ZONING RESOLUTION" MEANS THE ZONING RESOLUTION OF THE CITY OF NEW
YORK OR ANY SUCCESSOR STATUTE, AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED.
SECTION 1.2
RULES OF CONSTRUCTION.
THE FOLLOWING RULES OF
CONSTRUCTION SHALL BE APPLICABLE FOR ALL PURPOSES OF THIS LEASE AND ALL
AGREEMENTS SUPPLEMENTAL HERETO, UNLESS THE CONTEXT OTHERWISE REQUIRES:
(A)
THE TERMS "HEREBY", "HEREOF", "HERETO", "HEREIN", "HEREUNDER" AND ANY
SIMILAR TERMS SHALL REFER TO THIS LEASE, AND "HEREAFTER" SHALL MEAN AFTER, AND
"HERETOFORE" SHALL MEAN BEFORE, THE DATE OF THIS LEASE.
(B)
WORDS OF THE MASCULINE, FEMININE OR NEUTER GENDER SHALL MEAN AND INCLUDE
THE CORRELATIVE WORDS OF THE OTHER GENDERS AND WORDS IMPORTING THE SINGULAR
NUMBER SHALL MEAN AND INCLUDE THE PLURAL NUMBER AND VICE VERSA.
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(C)
THE TERMS "INCLUDE", "INCLUDING" AND SIMILAR TERMS SHALL BE CONSTRUED AS
IF FOLLOWED BY THE PHRASE "WITHOUT BEING LIMITED TO".
(D)
THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS TO BE PERFORMED WHOLLY WITHIN
SUCH STATE.
(E)
WHENEVER A PARTY HERETO "SHALL" PERFORM (OR CAUSE TO BE PERFORMED) ANY
OBLIGATIONS HEREUNDER, SUCH PERFORMANCE SHALL BE AT SUCH PARTY'S SOLE COST AND
EXPENSE UNLESS OTHERWISE EXPRESSLY PROVIDED.
SECTION 1.3
CAPTIONS/TABLE OF CONTENTS.
THE CAPTIONS UNDER THE
ARTICLE AND SECTION NUMBERS AND THE TABLE OF CONTENTS OF THIS LEASE ARE FOR
CONVENIENCE AND REFERENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE
OR INTENT OF THIS LEASE NOR IN ANY WAY AFFECT THIS LEASE.
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ARTICLE II
LEASE OF DEMISED PREMISES AND COMMON ELEMENTS; TERM OF LEASE
SECTION 2.1
DEMISED PREMISES AND COMMON ELEMENTS; TERM.
(A)
DEMISE AND LEASE.
(I)
DURING THE TERM DESCRIBED IN
SECTION 2.1(B) HEREOF, LANDLORD HEREBY DEMISES AND LEASES TO TENANT, AND TENANT
HEREBY HIRES AND TAKES FROM LANDLORD, PURSUANT TO THE PROVISIONS OF THIS LEASE,
THE DEMISED PREMISES, TOGETHER WITH AN UNDIVIDED INTEREST IN THE COMMON ELEMENTS
EQUAL TO THE COMMON INTEREST (AS DEFINED IN THE CONDOMINIUM DECLARATION)
ATTRIBUTABLE TO THE CONDOMINIUM UNIT(S) COMPRISING THE DEMISED PREMISES UNDER
THE CONDOMINIUM DECLARATION), SUBJECT ONLY TO PERMITTED ENCUMBRANCES.
(II)
DURING THE TERM OF THIS LEASE, LANDLORD SHALL NOT CREATE OR CONSENT TO
ANY ENCUMBRANCE OR PERMIT ANY LIEN ON THE PROPERTY OR THE LEASEHOLD INTEREST
UNDER THE GROUND LEASE (OTHER THAN AN ENCUMBRANCE OR LIEN RESULTING FROM THE
PROSECUTION BY LANDLORD OF ANY REMEDY FOR THE ENFORCEMENT OF ANY PROVISION OF
THIS LEASE) WITHOUT TENANT'S PRIOR WRITTEN CONSENT AND, WITH RESPECT TO THE
COMMON ELEMENTS, THE CONSENT OF ALL OTHER TENANTS UNDER SEVERANCE SUBLEASES.
(III)
LANDLORD AND TENANT ACKNOWLEDGE AND AGREE:
(A) THAT THE DEMISE SET
FORTH IN THIS SECTION 2.1(A) IS EXPRESSLY INTENDED TO