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LEASE DATED AS OF AUGUST 1 , 2004
BY AND BETWEEN
THE RECTOR, CHURCH-WARDENS AND VESTRYMEN
OF TRINITY CHURCH IN THE CITY OF NEW YORK, AS LANDLORD
AND
THE PRINCETON REVIEW, INC., AS TENANT
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Portions of the 11th and 12th Floors
10 Hudson Square
New York, New York
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Parish of Trinity Church in the City of New York
Real Estate Department
74 Trinity Place
New York, New York 10006-2088
TABLE OF CONTENTS
ARTICLE ONE TERM; RENT; FREE RENT
3
ARTICLE TWO USE
4
ARTICLE THREE REPAIRS; NOISE AND VIBRATION
4
ARTICLE FOUR ALTERATIONS AND FIXTURES
6
ARTICLE FIVE COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
9
ARTICLE SIX RULES AND REGULATIONS
9
ARTICLE SEVEN [INTENTIONALLY OMITTED]
9
ARTICLE EIGHT CARE OF SIDEWALKS
9
ARTICLE NINE LANDLORD'S ACCESS TO THE PREMISES
10
ARTICLE TEN ELECTRIC CURRENT; LIVE STEAM
10
ARTICLE ELEVEN CONDEMNATION AND DEMOLITION
11
ARTICLE TWELVE MECHANIC'S LIENS
12
ARTICLE THIRTEEN SUBORDINATION
13
ARTICLE FOURTEEN CERTIFICATE OF OCCUPANCY
14
ARTICLE FIFTEEN VAULTS
15
ARTICLE SIXTEEN FIRE AND OTHER CASUALTY
15
ARTICLE SEVENTEEN CHANGE IN USE OF PREMISES, SUBLETTING AND ASSIGNMENT
17
ARTICLE EIGHTEEN WAIVER AND SURRENDER; REMEDIES CUMULATIVE
23
ARTICLE NINETEEN NO REPRESENTATIONS AS TO PREMISES, CERTIFICATE OF OCCUPANCY AND
USE
23
ARTICLE TWENTY LIMITATION OF LANDLORD'S LIABILITY
24
ARTICLE TWENTY-ONE INDEMNITY BY TENANT
25
ARTICLE TWENTY-TWO NOTICES
25
ARTICLE TWENTY-THREE INSOLVENCY
26
ARTICLE TWENTY-FOUR REMEDIES OF THE LANDLORD ON DEFAULT IN PERFORMANCE BY THE
TENANT
27
ARTICLE TWENTY-FIVE DEFAULT
28
ARTICLE TWENTY-SIX REMEDIES AND DAMAGES
29
ARTICLE TWENTY-SEVEN SURRENDER AT EXPIRATION
31
ARTICLE TWENTY-EIGHT QUIET ENJOYMENT
31
ARTICLE TWENTY-NINE SECURITY DEPOSIT
32
ARTICLE THIRTY REAL ESTATE TAX AND PERCENTAGE ESCALATION
33
ARTICLE THIRTY-ONE SERVICES
35
ARTICLE THIRTY-TWO INSURANCE
37
ARTICLE THIRTY-THREE DEFAULT UNDER OTHER LEASES
38
ARTICLE THIRTY-FOUR WORK TO BE DONE BY LANDLORD
38
ARTICLE THIRTY-FIVE CONSENT TO JURISDICTION
38
ARTICLE THIRTY-SIX TENANT LIABILITY
38
ARTICLE THIRTY-SEVEN ADJACENT EXCAVATION-SHORING
39
ARTICLE THIRTY-EIGHT FAILURE TO GIVE POSSESSION
39
ARTICLE THIRTY-NINE BROKER
39
ARTICLE FORTY RENT RESTRICTIONS
40
ARTICLE FORTY-ONE CERTIFICATES BY TENANT
40
ARTICLE FORTY-TWO RESTRICTIONS ON TENANT'S USE
40
ARTICLE FORTY-THREE HAZARDOUS MATERIALS
40
ARTICLE FORTY-FOUR MISCELLANEOUS
41
ARTICLE FORTY-FIVE CONSTRUCTION OF 11th OFFICE IMPROVEMENTS
41
ARTICLE FORTY-SIX COMBINED FLOORS
43
ARTICLE FORTY-SEVEN RENEWAL OPTION
44
ARTICLE FORTY-EIGHT CANCELLATION OF TENANT'S EXISTING LEASE
46
ARTICLE FORTY-NINE TEMPORARY SPACE
46
ARTICLE FIFTY MUNICIPAL INCENTIVES
46
ARTICLE FIFTY-ONE ANTENNA INSTALLATION
47
ARTICLE FIFTY-TWO TENANT'S RIGHT OF FIRST OFFER
48
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SCHEDULES AND EXHIBITS
SCHEDULE A - RULES AND REGULATIONS
SCHEDULE B - CLEANING SPECIFICATIONS
EXHIBIT A -1 - FLOOR PLAN OF 11TH FLOOR PREMISES
EXHIBIT A - 2 - FLOOR PLAN OF 12TH FLOOR PREMISES
EXHIBIT B - CERTIFICATE OF OCCUPANCY
EXHIBIT C - WORK LETTER
EXHIBIT D - PERCENTAGE ESCALATION
EXHIBIT E - COMMON CORRIDORS
EXHIBIT F - TEMPORARY SPACE IN 304 HUDSON STREET
ii
THIS LEASE made as of the first day of August, 2004 between THE RECTOR,
CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a
religious corporation (hereafter referred