THE REGENCY HOTEL
Exhibit
10.1
THE
REGENCY HOTEL
THIS LEASE is made on November 20, 0000
xxxxxxx 00XX &
XXXX XXX. CORP., having an office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000 (hereinafter “Landlord”) owning and operating THE REGENCY HOTEL at
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter the “Hotel”) and you, the
Tenant, Preston Xxxxxx Xxxxx and Xxxx Xxxxx, whose address is 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (hereinafter collectively “you” or
“Tenant”).
1. APARTMENT AND
USE
Landlord agrees to lease to you
Apartment 17A on the seventeenth (17th) floor
in the Hotel. The Apartment is unfurnished.
You shall use the Apartment for living
purposes only. The Apartment may be occupied by the Tenant or Tenants named
above and by the immediate family of the Tenant or Tenants.
2. LENGTH OF
LEASE
The term of this Lease shall commence
on November 16, 2005 and shall end on the date that is ninety (90) days after
the later to occur of (i) the date of the death of Preston Xxxxxx Xxxxx and (ii)
the date of the death of Xxxx Xxxxx, unless the term of this Lease is sooner
terminated in accordance with the terms of this Lease. At any time from and
after the third (3rd) anniversary of the commencement of the Lease, Tenant has
the option to end this Lease, for any reason or for no reason, by giving
Landlord notice at least (a) one hundred and eighty (180) days before the date
that Tenant wishes the Lease to end if both Preston Xxxxxx Xxxxx and Xxxx Xxxxx
are alive when such notice is given or (b) ninety (90) days before the date that
Tenant wishes the Lease to end if only one of Preston Xxxxxx Xxxxx or Xxxx Xxxxx
is alive when such notice is given. If Tenant sends Landlord such notice, the
Lease will end on the date specified in Tenant's notice.
3. RENT
Your monthly rent for the Apartment is
$55,000. From and after January 1, 2007, whether or not the term of this Lease
has commenced, your monthly rent for the Apartment shall be adjusted upward, if
applicable, January 1 of each year during the term of this Lease and shall be
equal to the product of $55,000, and a fraction the numerator of which is the
“Consumer Price Index” for the last calendar month of the immediately preceding
year and the denominator of which is the “Consumer Price Index” for the first
calendar month of the immediately preceding year. “Consumer Price Index” means
the Consumer Price Index for All Urban Consumers published by the Bureau of
Labor Statistics of the United States Department of Labor, New York - Northern
New Jersey - Long Island, NY-NJ-CT area, All items (1982 - 1984 = 100), or any
successor thereto, appropriately adjusted. If the Consumer Price Index ceases to
be published, and there is no successor, another index agreed to by Landlord and
you, acting reasonably, as appropriately adjusted, will be substituted for the
Consumer Price Index. If the Consumer Price Index ceases to use 1982 - 1984 =
100 as the basis of the calculation, the Consumer Price Index will be adjusted
accordingly. You must pay Landlord the rent, in advance, on the first
day
of each
month, without setoff or deduction, either at Landlord's office or at another
place that Landlord may inform you of by written notice. You may be required to
pay other charges to Landlord under the terms of this Lease. They are to be
called “added rent”. This added rent is payable as rent, together with the next
monthly rent due. If Tenant fails to pay the added rent on time, Landlord shall
have the same rights against you as if you had failed to pay rent.
4. CAPTIONS
In any dispute arising under this
Lease, in the event of a conflict between the text and a caption, the text
controls.
5. CARE OF YOUR APARTMENT; END
OF LEASE; MOVING OUT
A. You
will keep, and at the end of the Term, return the Apartment and the fixtures and
equipment therein clean and in good order and repair and will not permit or do
any damage to it, except for damage which occurs through ordinary wear and tear
and damage by the elements. You shall make, as necessary, as a result of misuse
or neglect by you all repairs to fixtures and equipment including replacement if
needed. You will move out on or before the ending date of this Lease and leave
the Apartment in good order and in the condition described in paragraph 7B,
except for ordinary wear and tear and damage caused by fire or other casualty.
If you default, Landlord has the right to make repairs and charge you the cost.
The cost will be added rent.
B. When
this Lease ends, you must remove all of your movable property and restore and
repair the Apartment to a reasonably good condition. You have not moved out
until all persons, furniture and other property of yours is also out of the
Apartment. If your property remains in the Apartment after the Lease ends,
Landlord may either treat you as still in occupancy and charge you for use, or
may consider that you have given up the Apartment and any property remaining in
the Apartment. In this event, Landlord may either discard the property or store
it at your expense. You agree to pay Landlord for all costs and expenses
incurred in removing and/or storing such property. The provisions of this
Article will continue to be in effect after the end of this Lease.
6. CHANGES AND ALTERATIONS TO
APARTMENT
You must obtain Landlord’s prior
written consent to install any structural alterations, which consent Landlord
shall not unreasonably withhold. You may make any reasonable non-structural
alterations without Landlord’s consent, provided you comply with all applicable
city, state and federal laws and regulations affecting the Hotel or the
Apartment and the rules and regulations of the Building. If a lien is filed on
the Apartment or the Hotel for any reason relating to your work, you must,
within thirty (30) days, pay or bond the amount stated in the lien. Landlord may
pay or bond the lien if you fail to do so within 30 days after you have notice
of the lien and Landlord’s costs will be added rent. Without Landlord’s prior
written consent, you cannot install or use in the Apartment any of the
following: dishwasher machines, clothes washing or drying machines, electric
stoves, garbage disposal units, heating, ventilating or air-conditioning units
or any other electrical equipment which, in Landlord’s reasonable opinion, will
overload the existing wiring installation in the Hotel or interfere with the use
of such electrical wiring facilities by other tenants of the Hotel. Also, you
cannot place in the Apartment water-filled furniture. Landlord acknowledges that
all furniture and improvements located in the
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Apartment as of the date of this
Lease are the property of Tenant and Tenant has the right to remove and/or
replace the same at any time during the Term of this Lease.
7. YOUR
DUTY TO OBEY AND COMPLY WITH
LAWS, REGULATIONS AND LEASE
RULES
A. Government Laws and
Orders. You will obey and comply (1) with all present and
future city, state and federal laws and regulations which affect the Hotel or
the Apartment, and (2) with all orders and regulations of insurance rating
organizations which affect the Apartment and the Hotel. Notices received by you
from any authority or group must be promptly delivered to Landlord.
You will not allow any windows in the Apartment to be cleaned from the outside,
unless the equipment and safety devices required by law are used.
B. Landlord's Rules Affecting
You. You and your servants, employees, agents, visitors and
other registered occupants will obey Landlord's rules listed in this Lease and
all future reasonable rules of Landlord or Landlord's agent, provided Landlord
gives written notice to Tenant of such rules. Landlord shall not be responsible
to you for the violations of any rule or regulation or the breach of any
provision of any lease, by any other tenant or occupant of the
Hotel.
C. Your
Responsibility. You are responsible for the behavior of
yourself, your immediate family, your employees, your agents, your servants
and people who are visiting you. You will reimburse Landlord as additional rent
upon demand for the cost of all losses, damages, fines and reasonable legal
expenses incurred by Landlord because you, members of your immediate family,
employees, agents, servants or people visiting you have not obeyed government
laws or rules of this Lease. Landlord is not liable for loss, expense or damage
to any person or property, unless due to Landlord’s negligence or the negligence
of Landlord’s employees, agents or representatives.
8. SERVICES AND
FACILITIES
A. Services. Landlord
will provide heat or air conditioning as and when reasonably necessary, hot and
cold water, electricity, mechanical refrigeration, gas, window washer service
and other similar services that are free of charge by other apartment hotels in
New York City of similar character and standing. You are not entitled to any
rent reduction or abatement because of a stoppage or reduction of any of the
above services unless it is provided by law. Landlord will also provide valet
and laundry service and room service for food and drinks for which charges will
be made at the same rates as those charged to other tenants in the Hotel. A safe
is available for valuable possessions but the Landlord's liability for any
personal property is limited by Section 200 of the New York State General
Business Law. You shall take reasonable precautions to safeguard any and all
valuables.
B. Additional
Charges. If the Landlord should have to make any expenditure
for which you are liable for under this Lease or if you shall fail to make any
payment to Landlord for disbursements, cash advances, CODs accepted for you,
restaurant charges, telephone charges, maid, valet, laundry or any other
service, the amount due by you for these services shall be deemed “added rent”
and shall be due and payable to the Landlord as provided for in Article 1
hereof. If you do not pay the added rent, Landlord shall have the same remedies
and rights that Landlord has for the non-payment of the fixed rent. You also
agree to pay the
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charges
specified above if incurred by any registered occupant or servant, agent,
visitor or guest. If you fail to pay any xxxx, charge, rent or additional rent
or any part thereof as provided for in this Lease, or are in breach of any other
provision of this Lease, Landlord may discontinue all or any of the
aforementioned services without notice to you, and without giving you any
reduction in your rent.
9. INABILITY TO PROVIDE
SERVICES
Because of a strike, labor trouble,
national emergency, repairs, or any other cause beyond Landlord's reasonable
control, Landlord may not be able to provide or may be delayed in providing any
services or in making any repairs to the Hotel. In any of these events, any
rights you may have against Landlord are only those rights which are allowed by
laws in effect when the reduction of service occurs.
10. ENTRY TO
APARTMENT
During reasonable hours and with
reasonable advance notice, except in emergencies, Landlord may enter the
Apartment for the following reasons:
A. To
erect, use and maintain pipes and conduits in and through the walls and ceilings
of the Apartment; to inspect the Apartment and to make any necessary repairs or
changes Landlord reasonably decides are necessary. Your rent will not be reduced
because of any of this work, unless required by law;
B. To
show the Apartment to persons who may wish to become owners or lessees of the
entire Hotel or may be interested in lending money to Landlord;
C. For
ninety (90) before the end of the Lease, to show the Apartment to persons who
wish to rent it;
D. If
at any time you are not personally present to permit Landlord or Landlord's
representative to enter the Apartment and entry is necessary or allowed by law
or under this Lease, Landlord or Landlord's representatives may nevertheless
enter the Apartment. Landlord may enter by force in an emergency. Landlord will
not be responsible to you, unless during this entry, Landlord or Landlord's
representative is negligent or misuses your property.
11. ASSIGNMENT;
SUBLETTING
You cannot assign this Lease or sublet
the Apartment without Landlord's advance written consent in each instance to a
request made by you. Landlord may refuse to consent to a lease assignment for
any reason or for no reason. The first and every other time you wish to sublet
the Apartment, you must get the written consent of Landlord. If you fail to pay
your rent, Landlord may collect rent from subtenant or occupant without
releasing you from the Lease. Landlord will credit the amount collected against
the rent due from you. However, Landlord's acceptance of such rent does not
change the status of the subtenant or occupant to that of direct tenant of
Landlord and does not release you from this Lease.
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12. DEFAULT
A. You
default under the Lease if you act in any of the following ways:
(1) You
fail to pay rent on the due date; and
(2) You
fail to carry out any other agreement or provision of this
Lease;
If you do default in any one of these
ways Landlord may serve you with a written notice to stop or correct the
specified default within five (5) days. You must then either stop or correct the
default within five (5) days, or if you need more than five (5) days, you
must begin to correct the default within five (5) days and continue to do all
that is necessary to correct the default as soon as possible.
B. If
you do not stop or begin to correct a default within five (5) days, Landlord may
give you a second written notice that this Lease will end three (3) days after
the date the second written notice is sent to you. At the end of the
three-day period, this Lease will end. You then must move out of the Apartment.
Even though this Lease ends, you will remain liable to Landlord for unpaid
rent up
to the end of this Lease, the value of your occupancy, if any, after the Lease
ends, and damages caused to Landlord after that time as stated in this
Lease.
C. If
you do not pay your rent when this Lease requires within five (5) days after a
personal demand for rent has been made, or within three (3) days after a
statutory written demand for rent has been made, or if the Lease ends, Landlord
may do the following: (1) enter the Apartment and retake possession
of it if you have moved out; or (2) go to court and ask that you and all other
occupants in the Apartment be compelled to move out.
Once this Lease has been ended, whether
because of default or otherwise, you give up any right you might otherwise have
to reinstate or renew the Lease.
13. REMEDIES OF LANDLORD AND
YOUR LIABILITY
If this Lease is ended by Landlord
because of your default, the following are the rights and obligations of you and
Landlord:
A. You
must pay your rent until this Lease has ended. Thereafter, you must pay an equal
amount for what the law calls “use and occupancy” until you actually move
out.
B. Once
you are out, Landlord may re-rent the Apartment or any portion of it for a
period of time which may end before or after the ending date of this Lease.
Landlord may re-rent to a new tenant at a lesser rent or may charge a higher
rent than the rent in this Lease.
C. Whether
the Apartment is re-rented or not, you must pay to Landlord as
damages:
(1) the
difference between the rent in this Lease and the amount, if any, of the rents
collected in any later lease or leases of the Apartment for what would have been
the remaining period of this Lease; and
(2) Landlord's
expenses for attorney's fees, advertisements, broker's fees and the cost of
putting the Apartment in good condition for re-rental.
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D. You
shall pay all damages due in monthly installments on the rent day established in
this Lease. Any legal action brought to collect one or more monthly installments
of damages shall not prejudice in any way Landlord's right to collect the
damages for a later month by a similar action. If the rent collected by Landlord
from a subsequent tenant of the Apartment is more than the unpaid rent and
damages which you owe Landlord, you cannot receive the difference. Landlord's
failure to re-rent to another tenant will not release or change your liability
for damages, unless the failure is due to Owner's deliberate
inaction.
14. ADDITIONAL OWNER
REMEDIES
If you do not do everything you have
agreed to do, or if you do anything which shows that you intend not to do what
you have agreed to do, Landlord has the right to ask a court to make you carry
out your agreement or to give the Landlord such other relief as the court can
provide. This is in addition to the remedies in Articles 12 and 13 of this
Lease. Mention in this Lease of any particular remedy shall not preclude
Landlord from any other remedy, in law or in equity.
15. FEES AND
EXPENSES
A. Landlord's
Right. You must reimburse Landlord for any of the following
fees and expenses incurred by Landlord:
(1) Making
any repairs to the Apartment or the Hotel which result from misuse or negligence
by you, or persons who live with you, visit you, or work for you;
(2) Repairing
or replacing any furniture, appliance, fixture or furnishing belonging to
Landlord and damaged by your misuse or negligence;
(3) Correcting
any violations of city, state or federal laws, or orders and regulations of
insurance rating organizations concerning the Apartment or the Hotel which you
or persons who live with you, visit you, or work for you have
caused;
(4) Any
legal fees and disbursements for legal actions or proceedings brought by
Landlord against you because of a Lease default by you or for defending lawsuits
brought against Landlord because of your actions;
(5)
Removing all of your property after this Lease is ended; and
(6) All
other fees and expenses incurred by Landlord because of your failure to obey any
other provisions and agreements of this Lease.
These fees and expenses shall be paid
by you to Landlord as additional rent within thirty (30) days after you receive
Landlord's xxxx or statement. If this Lease has ended when these fees and
expenses are incurred, you will still be liable to Landlord for the same amount
of damages.
16. PROPERTY LOSS, DAMAGES OR
INCONVENIENCE
Unless caused by the negligence or
misconduct of Landlord or Landlord's agents or employees, Landlord or Landlord's
agents and employees are not responsible to you for any of
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the
following: (1) any loss of or damage to you or your property in the
Apartment or the Hotel due to any accidental or intentional cause, even a theft
or another crime committed in the Apartment or elsewhere in the Hotel; (2) any
loss of or damage to your property delivered to any employee of the Hotel (i.e., doorman, maid,
etc.); or (3) any damage or inconvenience caused to you by actions, negligence
or violations of a lease by any other tenant or person in the Hotel except to
the extent required by law. Storerooms shall be used by you only for storage of
trunks, suitcases, bags and packing cases, all of which shall be empty. Although
the relationship of the parties to this Lease is that of landlord and tenant and
is governed by the terms of this Lease, this Lease is not meant to waive any of
Landlord's rights to limitation of liability under any provision of law
applicable to Hotels.
17. FIRE OR
CASUALTY
A. If
the Apartment becomes unusable, in part or totally, because of fire, accident or
other casualty, this Lease will continue unless ended by Landlord under
paragraph C below. If the Apartment cannot be used because of fire or other
casualty, you are not required to pay rent for the time the Apartment is
unusable. If part of the Apartment cannot be used, you must pay rent for the
usable part. Landlord need only repair damage to the structural parts of the
Apartment. Landlord is not required to repair or replace any equipment,
fixtures, furnishings or decorations unless originally installed by Landlord.
Landlord is not responsible for delays due to settling insurance claims,
obtaining estimates, labor and supply problems or any other cause not fully
under Landlord’s control.
B. Landlord
will repair and restore the Apartment, unless Landlord decides to take actions
described in paragraph C below.
C. After
a fire, accident or other casualty in the Hotel, Landlord may decide to tear
down the Hotel or to substantially rebuild it. In such case, Landlord need not
restore the Apartment but may end this Lease. Landlord may do this even if the
Apartment has not been damaged, by giving you written notice of this decision
within ninety (90) days after the date when the damage occurred. If the
Apartment is usable when Landlord gives you such notice, this Lease will end
ninety (90) days after you receive the notice.
D. Unless
prohibited by the applicable insurance policies, to the extent that such
insurance is collected, you and Landlord release and waive all right of recovery
against the other or anyone claiming through or under each by way of
subrogation. You hereby expressly waive the provisions of Section 227 of the
Real Property Law and agree that the foregoing provisions shall govern and
control in lieu thereof.
18. PUBLIC
TAKING
The entire Hotel or a part of it can be
acquired (condemned) by any government or government agency for a public or
quasi-public use purpose. If this happens, this Lease shall end on the date the
government or agency takes title. You shall have no claim against Landlord for
any resulting damage.
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19. SUBORDINATION CERTIFICATE
AND ACKNOWLEDGMENTS
All leases and mortgages of the Hotel
or of the land on which the Hotel is located, now in effect or made after this
Lease is signed, come ahead of this Lease. In other words, this Lease is
“subject and subordinate to” any existing or future lease or mortgage on the
Hotel or land, including any renewals, consolidations, modifications and
replacements of these leases or mortgages. Without limiting the foregoing, this
Lease is subject and subordinate to a certain lease dated April 24, 1961 made
between First Sterling Corporation, as landlord, and Landlord herein, as tenant.
If certain provisions of any of these leases or mortgages come into effect, the
holder of such lease or mortgage can end this Lease. If this happens, you agree
that you have no claim against Landlord or such lease or mortgage holder. If
Landlord requests, you will sign promptly an acknowledgment of the
“subordination” in the form that Landlord reasonably requires. You also agree to
sign (if accurate) a written acknowledgment to any third party designated by
Landlord that this Lease is in effect, that Landlord is performing Landlord's
obligations under this Lease and that you have no present claim against
Landlord.
20. ATTORNMENT
If, at any time during the term of this
Lease, Landlord's ownership of the Hotel or rights to the land on which the
Hotel is located shall terminate or be terminated because of Landlord's default
or any other reason, you agree that upon demand of any owner of the premises
which include the Hotel, or of any holder of a leasehold affecting the
Hotel, or of any mortgagee in possession thereof, to accept as new landlord
any such owner, holder or mortgagee, upon the terms and conditions set
forth in this Lease for the remainder of the Lease term. You also agree to sign
a written acknowledgment of such attornment to any owner, holder or
mortgagee.
21. BILLS AND
NOTICES
A. Notices to You. Any
notice from Landlord or Landlord's agent or attorney will be considered properly
given to you if it (1) is in writing; (2) is signed by or in the name of
Landlord or Landlord's agent; and (3) is addressed to you at the Apartment and
delivered to you personally or sent by registered or certified mail to you at
the Apartment.
B. Notices to
Landlord. If you wish to give a notice to Landlord, you must
write it and deliver it or send it by registered or certified mail to Landlord
at the address noted on page 1 of this Lease, to the attention of its Corporate
Secretary, or at another address of which Landlord or Landlord's agent has
given you written notice.
22. GIVING UP RIGHT TO TRIAL BY
JURY AND COUNTERCLAIM
A. Both
you and Landlord agree to give up the right to trial by jury in a court action,
proceeding or counterclaim on any matters concerning this Lease, the
relationship of you as tenant, and Landlord as landlord, or your use or
occupancy of the Apartment. This agreement to give up the right to a jury trial
does not include claims for personal injury or property damage.
B. If
Landlord begins any court action or proceeding against you which asks that you
be compelled to move out, you cannot make a counterclaim unless you are
claiming that Landlord has not done what Landlord is supposed to do about the
condition of the Apartment or the Hotel.
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23. NO WAIVER OF LEASE
PROVISIONS
A. Even
if Landlord accepts your rent or fails once or more often to take action against
you when you have not done what you have agreed to do in this Lease, the failure
of Landlord to take action or Landlord's acceptance of rent does not prevent
Landlord from taking action at a later date if you again do not do what you have
agreed to do.
B. Only
a written agreement between you and Landlord can waive any violation of this
Lease.
C. If
you pay and Landlord accepts an amount less than all the rent due, the amount
received shall be considered to be in payment of all or a part of the earliest
rent due. It will not be considered an agreement by Landlord to accept this
lesser amount in full satisfaction of all of the rent due.
D. Any
agreement to amend or end this Lease and also to end the rights and obligations
of you and Landlord must be in writing, signed by you and Landlord. Even if you
give keys to the Apartment and they are accepted by Landlord or any employee or
agent of Landlord, this Lease is not ended unless you and Landlord have executed
a written document to that effect.
24. CONDITION OF THE
APARTMENT
When you signed this Lease, you did not
rely on anything said by Landlord, Landlord's agent or employee about the
physical condition of (a) the Apartment; (b) the Hotel or the land on which it
is built; (c) the furniture, furnishings, equipment and fixtures therein; and
(d) the services to be furnished to you. You did not rely on any promises as to
what would be done, unless what was said or promised is written in this Lease
and signed by both you and Landlord or found in Landlord's floor plans or
brochure shown to you before you signed this Lease. Before signing this Lease,
you have inspected the Apartment and you accept it in its present condition “as
is”.
25. SUCCESSOR
INTERESTS
A. The
agreements in this Lease shall be binding on Landlord and you and on those who
succeed to the interest of Landlord or you by law or by transfer or, in the case
of Tenant, by approved assignment.
B. Landlord’s
obligations end when Landlord’s interest in the Building is transferred and the
transferee assumes the Landlord’s obligations under the Lease.
26. NO RENT
REGULATION
In signing this Lease, you acknowledge
that both you and the Landlord relied upon the fact that neither the Lease nor
the Apartment is registered or subject to the City Rent Law (rent control) or
the Rent Stabilization Law of 1969, as amended. You have no right to have this
Lease renewed. Without limitation, you waive any claim, defense or action based
upon the allegation that this Lease, your tenancy created under this Lease or
the Apartment is subject to any form of governmental supervision or
regulation.
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27. QUIET ENJOYMENT AND
HABITABILITY; BROKER
A. Subject
to the terms of this Lease, as long as you are not in default you may peaceably
and quietly have, hold and enjoy the Apartment for the Term. Landlord states
that the Apartment and the Hotel are fit for human living and there is no
condition dangerous to health, life or safety.
B. You
and Landlord represent that you have not dealt with any Broker in connection
with this Lease.
28. RULES AND
REGULATIONS
Landlord's Rules and Regulations
attached to this Lease form a part of this Lease.
TO CONFIRM OUR AGREEMENTS, LANDLORD AND
YOU RESPECTIVELY SIGN THIS LEASE AS OF THE DAY AND YEAR FIRST WRITTEN ON PAGE
1.
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Landlord:
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61st
& PARK AVE. CORP.
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By:
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/s/
Xxxx X. Xxxxx
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Xxxx
X. Xxxxx, President
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Tenant:
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/s/
Preston Xxxxxx Xxxxx
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Present
Xxxxxx Xxxxx
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/s/
Xxxx Xxxxx
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Xxxx
Xxxxx
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