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Exhibit 10.12
STANDARD FORM OF OFFICE LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
AGREEMENT OF LEASE, made as of this 23rd day of April, 1992 between 0000
XXXXXXXX REALTY CO., with offices at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, XX 00000
party of the first part, hereinafter referred to as LANDLORD, and PRINCETON
REVIEW, INC., a domestic corporation, presently located at 000 Xxxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000, party of the second part, hereinafter referred to as TENANT,
WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord a portion of the third (3rd) floor as more particularly described in
the plan annexed hereto, in the building known as 0000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, in the Borough of Manhattan, City of New York, for the term of ten
(10) years (or until such term shall sooner cease and expire as hereinafter
provided) to commence on the 5th day of July nineteen hundred and ninety-two,
and to end on the 4th day of July two-thousand-two both dates inclusive, at an
minimum base rent as hereinafter provided.
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Landlord or such other place as
Landlord may designate, without any set off or deduction whatsoever, except that
Tenant shall pay the first _____ monthly installment(s) on the execution hereof
(unless this lease be a renewal).
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In the event that, at the commencement of the term of this
lease, or thereafter, Tenant shall be in default in the payment of rent to
Landlord pursuant to the terms of another lease with Landlord or with Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
Tenant add the amount of such arrearages to any monthly installment of rent
payable hereunder and the same shall be payable to Landlord as additional rent.
The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:
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RENT OCCUPANCY:
1. Tenant shall pay the rent as above and as hereinafter provided.
2. Tenant shall use and occupy demised premises for general and executive
offices and business activities related to the test preparatory and
student membership organization and for no other purpose and related
business.
ALTERATIONS:
3. Tenant shall make no changes in or in the demised premises of any
nature without Landlord's prior written consent. Subject to the prior
written consent of Landlord, and to the provisions of this article.
Tenant at Tenant's expense, may make alterations, installations,
additions or improvements which are non-structural and which do not
affect utility services or plumbing and electrical lines, in or to the
interior of the demised premises by using contractors or mechanics
first approved by Landlord. All fixtures and all paneling, partitions,
railings and like installations, installed in the premises at any time,
either by Tenant or by Landlord in Tenant's behalf, shall, upon
installation, become the property of Landlord and shall remain upon and
be surrendered with the demised premises unless Landlord, by notice to
Tenant no later than twenty days prior to the date fixed as the
termination of this lease, elects to relinquish Landlord's right
thereto and to have them removed by Tenant, in which event, the same
shall be removed from the premises by Tenant prior to the expiration of
the lease, at Tenant's expense. Nothing in this article shall be
construed to give Landlord title to or to prevent Tenant's removal of
trade fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of other
installations as may be required by Landlord, Tenant shall immediately
and at its expense, repair and restore the premises to the condition
existing prior to installation and repair any damage to the demised
premises or the building due to such removal. All property permitted or
required to be removed by Tenant at the end of the term remaining in
the premises after Tenant's removal shall be deemed abandoned and may,
at the election of Landlord, either be retained as Landlord's property
or may be removed from the premises by Landlord at Tenant's expense.
Tenant shall, before making any alterations, additions, installations
or improvements, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies
and (upon completion) certificates of final approval thereof and shall
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deliver promptly duplicates of all such permits, approvals and
certificates to Landlord and Tenant agrees to carry and will cause
Tenant's contractors and sub-contractors to carry such xxxxxxx'x
compensation, general liability, personal and property damage insurance
as Landlord may require. If any mechanic's lien is filed against the
demised premises, or the building of which the same forms a part, for
work claimed to have been done for, or materials furnished to, Tenant,
whether or not done pursuant to this article, the same shall be
discharged by Tenant within ten days thereafter, at Tenant's expense,
by filing the bond required by law.
REPAIRS:
4. Landlord shall maintain and repair the public portions of the building,
both exterior and interior. Tenant shall, throughout the term of this
lease, take good care of the demises premises and the fixtures and
appurtenances therein and at Tenant's sole cost and expense, make all
non-structural repairs thereto as and when needed to preserve them in
good working order and condition, reasonable wear and tear,
obsolescence and damage from the elements, fire or other casualty,
excepted. Notwithstanding the foregoing, all damage or injury to the
demised premises or to any other part of the building, or to its
fixtures, equipment and appurtenances, whether requiring structural or
nonstructural repairs, caused by or resulting from carelessness,
omissions, neglect or improper conduct of Tenant, Tenant's servants,
employees, invitees or licensees, shall be repaired promptly by Tenant
at is sole cost and expense, to the satisfaction of Landlord reasonably
exercised. Tenant shall also repair all damage to the building and the
demised premises caused by the moving of Tenant's fixtures, furniture
or equipment. All the aforesaid repairs shall be of quality or class
equal to the original work or construction. If Tenant fails after ten
days' notice to proceed with due diligence to make repairs required to
be made by Tenant, the same may be made by the Landlord at the expense
of Tenant and the expenses thereof incurred by Landlord shall be
collectible as additional rent after rendition of a xxxx or statement
therefor. Tenant shall give Landlord prompt notice of any defective
condition in any plumbing, heating system or electrical lines located
in, servicing or passing through the demised premises and following
such notice, Landlord shall remedy the condition with due diligence but
at the expense of Tenant if repairs are necessitated by damage or
injury attributable to Tenant, Tenant's servants, agents, employees,
invitees or licensees as aforesaid. Except as specifically provided in
Article 9 or
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elsewhere in this lease, there shall be no allowance to Tenant for a
diminution of rental value and no liability on the part of Landlord by
reason of inconvenience, annoyance or injury to business arising from
Landlord, Tenant or others making or failing to make any repairs,
alterations, additions or improvements in or to any portion of the
building or the demises premises or in and to the fixtures,
appurtenances or equipment thereof. The provisions of this Article 4
with respect to the making of repairs shall not apply in the case of
fire or other casualty which are dealt with in Article 9 hereof.
WINDOW CLEANING:
5. Tenant will not clean, nor require, permit, suffer or allow any window
in the demised premises to be cleaned, from the outside in violation of
Section 202 of the Labor Law or any other applicable law or of the
rules of the Board of Standards and Appeals, or of any other board or
body having or asserting jurisdiction.
REQUIREMENTS OF LAW,
FIRE INSURANCE, FLOOR
LOADS:
6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant, at Tenant's sole cost
and expense, shall promptly comply with all present and future laws,
orders and regulations of all state, federal, municipal and local
governments, departments, commissions and boards and any direction of
any public officer pursuant to law, and all orders, rules and
regulations of the New York Board of Fire Underwriters or any similar
body which shall impose any violation, order or duty upon Landlord or
Tenant with respect to the demises premises whether or not arising out
of Tenant's use or manner of use thereof, or with respect to the
building if arising out of Tenant's use or manner of use of the
premises or the building (including the use permitted under the lease).
Nothing herein shall require Tenant to make structural repairs or
alterations unless Tenant has by its manner of use of the demised
premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect
thereto. Tenant may, after securing Landlord to Landlord's satisfaction
against all damages, interest, penalties and expenses, including, but
not limited to, reasonable attorneys' fees, by cash deposit or by
surety bond in an amount and in a company satisfactory to Landlord,
contest and appeal any such laws, ordinances, orders, rules,
regulations or requirements provided same is done with all reasonable
promptness and provided such appeal shall not subject Landlord to
prosecution for a criminal offense or constitute a default under any
lease or mortgage under which Landlord may
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be obligated, or cause the demised premises or any part thereof to be
condemned or vacated. Tenant shall not do or permit any act or thing to
be done in or to the demised premises which is contrary to law, or
which will invalidate or be in conflict with public liability, fire or
other policies of insurance at any time carried by or for the benefit
of Landlord with respect to the demised premises or the building of
which the demised premises form a part, or which shall or might subject
Landlord to any liability or responsibility to any person or for
property damage, nor shall Tenant keep anything in the demised premises
except as now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating Organization or other
authority having jurisdiction, and then only in such manner and such
quantity so as to not to increase the rate for fire insurance
applicable to the building, nor use the premises in a manner which will
increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's
occupancy. Tenant shall pay all costs, expenses, fines, penalties, or
damages, which may be imposed upon Landlord by reason of Tenant's
failure to comply with the provisions of this article and if by reason
of such failure the fire insurance rate shall, at the beginning of this
lease or at any time thereafter, be higher than it otherwise would be,
then Tenant shall reimburse Landlord, as additional rent hereunder, for
that portion of all fire insurance premiums thereafter paid by Landlord
which shall have been charged because of such failure by Tenant, and
shall make such reimbursement upon the first day of the month following
such outlay by Landlord. In any action or proceeding wherein Landlord
and Tenant are parties a schedule or "make-up" of rate for the building
or demised premises issued by the New York Fire Insurance Exchange, or
other body making fire insurance rates applicable to said premises
shall be conclusive evidence of the facts therein stated and of the
several items and charges in the fire insurance rate then applicable to
said premises. Tenant shall not place a load upon any floor of the
demised premises exceeding the floor loan per square foot area which it
was designed to carry and which is allowed by law. Landlord reserves
the right to prescribe the weight and position of all safes, business
machines and mechanical equipment. Such installations shall be placed
and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Landlord's judgment, to absorb and prevent vibration, noise and
annoyance.
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SUBORDINATION:
7. This lease is subject and subordinate to all ground or underlying
leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to
all renewals, modifications, consolidations, replacements and
exclusions of any such underlying leases and mortgages. This clause
shall be self operative and no further instrument of subordination
shall be required by any ground or underlying leases or by any
mortgages affecting any lease or the real property of which the demised
premises are a part. In confirmation of such subordination, Tenant
shall execute promptly any certificate that Landlord may request.
PROPERTY - LOSS, DAMAGE,
REIMBURSEMENT,
INDEMNITY:
8. Landlord or its agents shall not be liable for any damage to property
of Tenant or of others entrusted to employees of the building, nor for
loss of or damage to any property of Tenant by theft or otherwise, not
for any injury or damage to persons or property resulting from any
cause of whatsoever nature, unless caused by or due to the negligence
of Landlord, its agents, servants or employees; nor shall Landlord or
its agents be liable for any such damage caused by other Tenants or
persons in, upon or about said building or caused by operations in
construction of any private, public or quasi public work. If at any
time any windows of the demised premises are temporarily closed,
darkened, or bricked up (or permanently closed, darkened or broken up,
if required by law) for any reason whatsoever including, but not
limited to Landlord's own acts, Landlord shall not be liable for any
damage Tenant may sustain thereby and Tenant shall not be entitled to
any compensation therefor nor abatement or diminution of rent nor shall
the same release Tenant from its obligations hereunder nor constitute
an eviction. Tenant shall not move any safe, heavy machinery, heavy
equipment, bulky matter or fixtures into or out of the building without
Landlord's prior written consent. If such safe, machinery, equipment,
bulky matter or furniture requires special handling, all work in
connection therewith shall comply with the Administrative Code of the
City of New York and all other laws and regulations applicable thereto
and shall be done during such hours as Landlord may designate. Tenant
shall indemnify and save harmless Landlord against and from all
liabilities, obligations, damages, penalties, claims, costs and
expenses for which Landlord shall not be reimbursed by insurance,
including reasonable attorneys' fees, paid, suffered or incurred as a
result of any breach by Tenant, Tenant's agents, contractors,
employees, invitees or licensees
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of any covenant or condition of this lease, or the carelessness,
negligence or improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under
this lease extends to the acts and omissions of any subTenant and any
agent, contractor, employee invitee or licensee of any subTenants, in
case any action or proceeding is brought against Landlord by reason of
any such claim. Tenant upon written notice from Landlord, will at
Tenant's expense, resist or defend such action or proceeding by counsel
approved by Landlord in writing such approval not to be unreasonably
withheld. [FN) RIDER TO BE ADDED IF NECESSARY.]
DESTRUCTION, FIRE AND
OTHER CASUALTY:
9. (a) If the demised premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give immediate notice thereof to
Landlord and this lease shall continue in full force and effect except
as hereinafter set forth. (b) If the demised premises are partially
damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by and at the expense of Landlord and
the rent, until such repair shall be substantially completed, shall be
apportioned from the day following the casualty according to the part
of the premises which is usable. (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty,
then the rent shall be proportionately paid up to the time of the
casualty and thenceforth shall cease until the date when the premises
shall have been repaired and restored by Landlord, subject to
Landlord's right to elect not to restore the same as hereinafter
provided. (d) If the demised premises are rendered wholly unusable or
(whether or not the demised premises are damaged in whole or in part)
if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then, in any of such events, Landlord may
elect to terminate this lease by written notice to Tenant given within
90 days after such fire or casualty specifying a date for the
expiration of the lease, which date shall not be more than 60 days
after the giving of such notice, and upon the date specified in such
notice the term of this lease shall expire as fully and completely as
if such date were the date set forth above for the termination of this
lease and Tenant shall forthwith quit, surrender and vacate the
premises without prejudice however, to Landlord's rights and remedies
against Tenant under the lease provisions in effect prior to such
termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period
subsequent to such date shall be returned
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to Tenant. Unless Landlord shall serve a termination notice as provided
for herein, Landlord shall make the repairs and restorations under the
conditions of (b) and (c) hereof, with all reasonable expedition
subject to delays due to adjustment of insurance claims, labor troubles
and causes beyond Landlord's control. After any such casualty, Tenant
shall cooperate with Landlord's restoration by removing from the
premises as promptly as reasonably possible, all of Tenant's
salvageable inventory and movable equipment, furniture, and other
property. Tenant's liability for rent shall resume five (5) days after
written notice from Landlord that the premises are substantially ready
for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve
Tenant from liability that may exist as a result of damage from fire or
other casualty. Notwithstanding the foregoing, each party shall look
first to any insurance in its favor before making any claim against the
other party for recovery for loss or damage resulting from fire or
other casualty, and to the extent that such insurance is in force and
collectible and to the extent permitted by law, Landlord and Tenant
each hereby releases and waives all right of recovery against the other
or any one claiming through or under each of them by way of subrogation
or otherwise. The foregoing release and waiver shall be in force only
if both releasors' insurance policies contain a clause providing that
such a release or waiver shall not invalidate the insurance and also,
provided that such a policy can be obtained without additional
premiums. Tenant acknowledges that Landlord will not carry insurance on
Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or add appurtenances removable by Tenant and agrees that
Landlord will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of Section 227 of the
Real Property Law and agrees that the provisions of this article shall
govern and control in lieu thereof.
EMINENT DOMAIN:
10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant
shall have no claim for the value of any unexpired term of said lease.
ASSIGNMENT, MORTGAGE,
ETC.
11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representatives, successors and assigns, expressly covenants that
it shall not assign, mortgage or
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encumber this agreement nor underlet, or suffer or permit the demised
premises or any part thereof to be used by others without the prior
written consent of Landlord in each instance. If this lease is
assigned, or if the demised premises or any part thereof be underlet or
occupied by anybody other than Tenant, Landlord may, after default by
Tenant collect rent from the assignee; under Tenant or occupant and
apply the net amount collected to the sum herein received, but no such
assignment, underletting occupancy or collection shall be deemed a
waiver of this covenant or the acceptance of the assignee, under Tenant
or occupant as Tenant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Landlord to an assignment or underletting
shall not in any wise be construed to relieve Tenant from obtaining the
express consent in writing of Landlord in any further assignment or
underletting.
ELECTRIC CURRENT:
12. Rates and conditions in respect to submetering or rent inclusion, as
the case may be, to be added in RIDER attached hereto. Tenant covenants
and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the risers
or wiring installations and Tenant may not use any electrical equipment
which, in Landlord's opinion, reasonably exercised, will overload such
installations or interfere with the use thereof by other Tenants of the
building. The change at any time of the character of electric service
shall in no wise make Landlord liable or responsible to Tenant, for any
loss, damages or expenses which Tenant may sustain.
ACCESS TO PREMISES:
13. Landlord or Landlord's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times, to examine the same and to make such
repairs, replacements and improvements as Landlord may deem necessary
and reasonably desirable to the demised premises or to any other
portion of the building of which Landlord may elect to perform
following Tenant's failure to make repairs or perform any work which
Tenant is obligated to perform under this lease, or for the purpose of
complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Landlord to use and maintain and
replace pipes and conduits in and through the demised premises and to
erect new pipes and conduits therein. Landlord may, during the progress
of any work in the demised premises, take all necessary materials and
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equipment into said premises without the same constituting an eviction
nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or
interruption of business or otherwise. Throughout the term hereof
Landlord shall have the right to enter the demised premises at
reasonable hours for the purpose of showing the same to prospective
purchasers or mortgagees of the building, and during the last six
months of the term for the purpose of showing the same to prospective
Tenants and may, during said six months period, place upon the premises
the usual notices "To Let" and "For Sale" which notices Tenant shall
permit to remain thereon without molestation. If Tenant is not present
to open and permit an entry into the premises, Landlord or its agents
may enter the same whenever such entry may be necessary or permissible
by master key or forcibly and provided reasonable care is exercised to
safeguard Tenant's property and such entry shall not render Landlord or
its agents liable therefor, nor in any event shall the obligations of
Tenant hereunder be affected. If during the last month of the term
Tenant shall have removed all or substantially all of Tenant's property
therefrom, Landlord may immediately enter, alter, renovate or
redecorate the demised premises without limitation or abatement of
rent, or incurring liability to Tenant for any compensation and such
act shall have no effect on this lease or Tenant's obligations
hereunder. Landlord shall have the right at any time, without the same
constituting an eviction and without incurring liability to Tenant
therefor to change the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets, or
other public parts of the building and to change the name, number or
designation by which the building may be known.
VAULT, VAULT SPACE,
AREA:
14. No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything
contained in or indicated on any sketch, blue print or plan or anything
contained elsewhere in this lease to the contrary notwithstanding.
Landlord makes no representation as to the location of the property
line of the building. All vaults and vault space and all such areas not
within the property line of the building, which Tenant may be permitted
to use and/or occupy, is to be used and/or occupied under a revocable
license, and if any such license be revoked, or if the amount of such
space or area be diminished or required by any federal, state or
municipal authority or public utility, Landlord shall not be subject to
any liability nor shall
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Tenant be entitled to any compensation or diminution or abatement of
rent, nor shall such revocation, diminution or requisition be deemed
constructive or actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant.
OCCUPANCY:
15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of
which demised premises are a part. Tenant has inspected the premises
and accepts them as is, subject to the riders annexed hereto with
respect to Landlord's work, if any. In any event, Landlord makes no
representation as to the condition of the premises and Tenant agrees to
accept the same subject to violations whether or not of record.
BANKRUPTCY:
16. (a) Anything elsewhere in this lease to the contrary notwithstanding,
this lease may be cancelled by Landlord by the sending of a written
notice to Tenant within a reasonable time after the happening of any
one or more of the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the debtor;
or (2) the making by Tenant of an assignment or any other arrangement
for the benefit of creditors under any state statute. Neither Tenant
nor any person claiming through or under Tenant, or by reason of any
statute or order of court, shall thereafter be entitled to possession
of the premises demised but shall forthwith quit and surrender the
premises. If this lease shall be assigned in accordance with its terms,
the provisions of this Article 16 shall be applicable only to the party
then owning Tenant's interest in this lease.
(b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be
entitled to recover from Tenant as and for liquidated damages an amount
equal to the difference between the rent reserved hereunder for the
unexpired portion of the term demised and the fair and reasonable
rental value of the demised premises for the same period. In the
computation of such damages the difference between any installment of
rent becoming due hereunder after the date of termination and the fair
and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four per cent (4%) per annum. If such
premises or any part thereof be relet
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by the Owner for unexpired term of said lease, or any part thereof,
before presentation of proof of such liquidated damages to any court,
commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part
or the whole of the premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right
of the Owner to prove for and obtain as liquidated damages by reason of
such termination, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved, whether or not
such amount be greater, equal to, or less than the amount of the
difference referred to above.
DEFAULT:
17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the covenants for the payment of rent or additional rent; or
if the demised premises become vacant or deserted; or if the demised
premises are damaged by reason of negligence or carelessness of Tenant,
it's agent, employees or invitees or if any executive or attachment
shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than
Tenant; or if Tenant shall make default with respect to any other lease
between Landlord and Tenant; or if Tenant shall fail to move into or
take possession of the premises within fifteen (15) days after the
commencement of the term of this lease, of which fact Landlord shall be
the sole judge; then, in any one or more of such events, upon Landlord
serving a written five (5) days, notice upon Tenant specifying the
nature of said default and upon the expiration of said five (5) days,
if Tenant shall have failed to comply with or remedy such default, or
if the said default or omission complained of shall be of a nature that
the same cannot be completely cured or remedied within said five (5)
day period, and if Tenant shall not have diligently commenced curing
such default within such five (5) day period, and shall not thereafter
with reasonable diligence and in good faith proceed to remedy or cure
such default, then Landlord may serve a written three (3) days' notice
of cancellation of this lease upon Tenant, and upon the expiration of
said three (3) days this lease and the term thereunder shall end and
expire as fully and completely as if the expiration of such three (3)
day, period were the day herein definitely fixed for the end and
expiration of this lease and the term thereof and Tenant shall then
quit and surrender the demised premises to Landlord but Tenant shall
remain liable as
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hereinafter provided.
(2) If the notice provided for in (1) hereof shall have been given, and
the term shall expire as aforesaid; or if Tenant shall make default in
the payment of the rent reserved herein or any item of additional rent
herein mentioned or any part of either or in making any other payment
herein mentioned or any part of either or in making any other payment
herein required; then and in any of such events Landlord may without
notice, re-enter the demised premises either by force or otherwise, and
dispossess Tenant by summary proceedings or otherwise, and the legal
representative of Tenant or other occupant of demised premises and
remove their effects and hold the premises as if this lease had not
been made, and Tenant hereby waives the service of notice of intention
to re-enter or to institute legal proceedings to that end. If Tenant
shall make default hereunder prior to the date fixed as the
commencement of any renewal or extension of this lease, Landlord may
cancel and terminate such renewal or extension agreement by written
notice.
REMEDIES OF LANDLORD
AND WAIVER OF
REDEMPTION:
18. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise, (a) the rent shall become due
thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration, together with such expenses as Landlord may incur
for legal expenses, attorneys' fees, brokerage, and/or putting the
demised premises in good order, or for preparing the same for
re-rental; (b) Landlord may re-let the premises or any part or parts
thereof, either in the name of Landlord or otherwise, for a term or
terms, which may at Landlord's option be less than or exceed the period
which would otherwise have constituted the balance of the term of this
lease and may grant concessions or free rent or charge a higher rental
than that in this lease, and /or (c) Tenant or the legal
representatives of Tenant shall also pay Landlord as liquidated damages
for the failure of Tenant to observe and perform said Tenant's
covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of
the rents collected on account of the lease or leases of the demised
premises for each month of the period which would otherwise have
constituted the balance of the term of this lease. The failure of
Landlord to re-let the premises or any part or parts thereof shall not
release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency
15
such expenses as Landlord may incur in connection with re-letting such
as legal expenses, attorneys' fees, brokerage, advertising and for
keeping the demised premises in good order or for preparing the same
for re-letting. Any such liquidated damages shall be paid in monthly
installments by Tenant on the rent day specified in this lease and any
suit brought to collect the amount of the deficiency for any month
shall not prejudice in any way the rights of Landlord to collect the
deficiency for any subsequent month by a similar proceeding. Landlord,
in putting the demised premises in good order or preparing the same for
re-rental may, at Landlord's option, make such alterations, repairs,
replacements, and/or decorations in the demised premises as Landlord,
in Landlord's sole judgment, considers advisable and necessary for the
purpose of re-letting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not
operate or be construed to release Tenant from liability hereunder as
aforesaid. Landlord shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the
demised premises are re-let, for failure to collect rent thereof under
such re-letting, and in no event shall Tenant be entitled to receive
any excess, if any, of such net rent collected over the sums payable by
Tenant to Landlord hereunder. In the event of a breach or threatened
breach by Tenant of any of the covenants or provisions hereof, Landlord
shall have the right of injunction and the right to invoke any remedy
allowed at law or in equity as if re-entry, summary proceedings and
other remedies were not herein provided for. Mention in this lease of
any particular remedy, shall not preclude Landlord from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future laws in
the event of Tenant being evicted or dispossessed for any cause, or in
the event of Landlord obtaining possession of demised premises, by
reason of the violation by Tenant of any of the covenants and
conditions of this lease, or otherwise.
FEES AND EXPENSES:
19. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease,
then, unless otherwise provided elsewhere in this lease, Landlord may
immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder, and if Landlord, in connection
therewith or in connection with any default by Tenant in the covenant
to pay
16
rent hereunder, makes any expenditures or incurs any obligations for
the payment of money, including but not limited to attorneys' fees, in
instituting, prosecuting or defending any action or proceeding, such
sums so paid or obligations incurred with interest and costs shall be
deemed to be additional rent hereunder and shall be paid by Tenant to
Landlord within five (5) days of rendition of any xxxx or statement to
Tenant therefore, and if Tenant's lease term shall have expired at the
time of making of such expenditures or incurring of such obligations,
such sums shall be recoverable by Landlord as damages.
NO REPRESENTATIONS BY
LANDLORD:
20. Neither Landlord nor Landlord's agents have made any representations or
promises with respect to the physical condition of the building, the
land upon which it is erected or the demised premises, the rents,
leases, expenses of operation or any other matter or thing affecting or
related to the premises except as herein expressly set forth and no
rights, easements or licenses are acquired by Tenant by implication or
otherwise except as expressly set forth in the provisions of this
lease. Tenant has inspected the building and the demised premises and
is thoroughly acquainted with their condition, and agrees to take the
same "as is" and acknowledges that the taking of possession of the
demised premises by Tenant shall be conclusive evidence that the said
premises and the building of which the same form a part were in good
and satisfactory condition at the time such possession was so taken,
except as to latent defects. All understandings and agreements
heretofore made between the parties hereto are merged in this contract,
which alone fully and completely expresses the agreement between
Landlord and Tenant and any executory agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and
signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.
END OF TERM:
21. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Landlord the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant
shall remove all its property. Tenant's obligation to observe or
perform its covenant shall survive the expiration or other termination
of this lease. If the last day of the term of this lease or any renewal
thereof, falls on Sunday, this lease shall expire at noon on the
preceding
17
Saturday unless it be a legal holiday in which case it shall expire at
noon on the preceding business day.
QUIET OF ENJOYMENT:
22. Landlord covenants and agrees with Tenant that upon Tenant paying the
rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and
performed, Tenant may peaceably and quietly enjoy the premises hereby
demised, subject, nevertheless, to the terms and conditions of this
lease including, but not limited to, Article 30 hereof and to the
ground leases, underlying leases and mortgages hereinbefore mentioned.
FAILURE TO GIVE
POSSESSION:
23. If Landlord is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the
holding-over or retention of possession of any Tenant, underTenant or
occupants, or if the premises are located in a building being
constructed, because such building has not been sufficiently completed
to make the premises ready for occupancy or because of the fact that a
certificate of occupancy has not been procured or for any other reason,
Landlord shall not be subject to any liability for failure to give
possession on said date and the validity of the lease shall not be
impaired under such circumstances, nor shall the same be construed in
any wise to extend the term of this lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for the
inability to obtain possession) until after Landlord shall have given
Tenant written notice that the premises are substantially ready for
Tenant's occupancy. If permission is given to Tenant to enter into the
possession of the demised premises or to occupy the premises other than
the demised premises prior to the date specified as the commencement of
the term of this lease, Tenant covenants and agrees that such occupancy
shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease, except as to the covenant to pay rent. The
provisions of this article are intended to constitute "an express
provision to the contrary" within the meaning of Section 223-a of the
New York Real Property Law.
NO WAIVER:
24. The failure of Landlord to seek redress for violation of, or to insist
upon the strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations set forth or hereafter adopted by
Landlord, shall not prevent a subsequent act which would have
originally constituted a violation from
18
having all the force and effect of an original violation. The receipt
by Landlord of rent with knowledge of the breach of any covenant of
this lease shall not be deemed a waiver of such breach and no provision
of this lease shall be deemed to have been waived by Landlord unless
such waiver be in writing signed by Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement of any check or
any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such
rent or pursue any other remedy in this lease provided. No act or thing
done by Landlord or Landlord's agents during the term hereby demised
shall be deemed an acceptance of a surrender of said premises and no
agreement to accept such surrender shall be valid unless in writing
signed by Landlord. No employee of Landlord or Landlord's agent shall
have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the lease or a surrender
of the premises.
WAIVER OF TRIAL BY JURY:
25. It is mutually agreed by and between Landlord and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury
in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or
property damage) on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of Landlord and Tenant,
Tenant's use of or occupancy of said premises, and any emergency
statutory or any other statutory remedy. It is further mutually agreed
that in the event Landlord commences any summary proceeding for
possession of the premises, Tenant will not interpose any counterclaim
of whatever nature or description in any such proceeding. [FN RIDER TO
BE ADD IF NECESSARY]
INABILITY TO PERFORM:
26. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of
Tenant to be performed shall in no wise be affected, impaired or
excused because Landlord is unable to fulfill any of is obligations
under this lease to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is
delayed in making any
19
repair, additions, alterations or decorations or is unable to supply or
is delayed in supplying any equipment or fixtures if Landlord is
prevented or delayed from so doing by reason of strike or labor
troubles or any cause whatsoever including, but not limited to,
government preemption in connection with a National Emergency or by
reason of any rule, order or regulation of any department or
subdivision thereof of any government agency or by reason of the
conditions of supply and demand which have been or are affected by war
or other emergency.
BILLS AND NOTICES:
27. Except as otherwise in this lease provided, a xxxx, statement, notice
or communication which Landlord may desire to be required to give to
Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail
addressed to Tenant at the building of which the demised premises form
a part or at the last known residence address or business address of
Tenant or left at any of the aforesaid premises addressed to Tenant,
and the time of the rendition of such xxxx or statement and of the
giving of such notice of communication shall be deemed to be the time
when the same is delivered to Tenant, mailed or left at the premises as
herein provided. Any notice by Tenant to Landlord must be served by
registered or certified mail addressed to Landlord at the address first
hereinabove given or at such other address as Landlord shall designate
by written notice.
SERVICES PROVIDED BY
LANDLORD - WATER,
ELEVATORS, HEAT,
CLEANING, AIR
CONDITIONING:
28. As long as Tenant is not in default under any of the covenants of this
lease, Landlord shall provide: (a) necessary elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1
p.m. and have one elevator subject to call at all other times; (b) heat
to the demised premises when and as required by law, on business days
from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (c) water
for ordinary lavatory purposes, but if Tenant uses or consumes water
for any other purposes or in unusual quantities (of which fact Landlord
shall be the sole judge), Landlord may install a water meter at
Tenant's expense which Tenant shall thereafter maintain at Tenant's
expense in good working order and repair to register such water
consumption and Tenant shall pay for water consumed as shown on said
meter as additional rent as and when bills are rendered, and on
Tenant's default in making such payment. Landlord may pay such charges
and collect the same from Tenant. Such a meter shall also be installed
and
20
maintained at Tenant's expense if required by Law or Governmental
Order. Tenant, if a water meter is so installed, covenants and agrees
to pay its proportionate share of the sewer rent and all other rents
and charges which are now or hereafter assessed, imposed or may become
a lien on the demised premises or the realty of which they are a part;
(d) cleaning service for the demised premises on business days at
Landlord's expense, provided that the same are kept in order by Tenant.
However, said premises are to be kept clean by Tenant, it shall be done
at Tenant's sole expense, in a manner satisfactory to Landlord and no
one other than persons approved by Landlord shall be permitted to enter
said premises or the building of which they are a part for such
purpose. Tenant shall pay Landlord the cost of removal of any of
Tenant's refuse and rubbish from the building. (e) Rider to be added in
respect to rates and conditions for air conditioning/cooling and
ventilation if the entire building in which the demised premises are
located is serviced by a central air conditioning/cooling and
ventilating system. If applicable, air conditioning/cooling will be
furnished from May 15 through September 30th on business days (Mondays
through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m. and
ventilation will be furnished on business days during the aforesaid
hours except when air conditioning/cooling is being furnished as
aforesaid. If Tenant requires air conditioning/cooling or ventilation
for more extended hours or on Saturdays, Sundays or on holidays, as
defined under Landlord's contract with Operating Engineers Local
94-94A. Landlord will furnish the same at Tenant's expense. (f)
Landlord shall have no responsibility or liability for failure to
supply the services agreed to herein. Landlord reserves the right to
stop services of the heating, elevators, plumbing, air-conditioning,
power systems or cleaning or other services, if any, when necessary by
reason of accident or for repairs, alterations, replacements or
improvements necessary or desirable in the judgment of Landlord for as
long as may be reasonably required by reason thereof or by reason of
strikes, accidents, laws, order or regulations or any other reason
beyond the control of Landlord. If the building of which the demised
premises are a part supplies manually-operated elevator service,
Landlord at any time may substitute automatic-control elevator service
and upon ten days' written notice to Tenant, proceed with alterations
necessary therefor without in any wise affecting this lease or the
obligations of Tenant hereunder. The same shall be done with a minimum
of
21
inconvenience to Tenant and Landlord shall pursue the alteration with
due diligence.
CAPTIONS:
29. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this
lease nor the intent of any provision thereof.
DEFINITIONS:
30. The term "office", or "offices", wherever used in this lease, shall not
be construed to mean premises used as a store or stores, for the sale
or display, at any time, of goods, wares or merchandise, of any kind,
or as a restaurant, shop, booth, bootblack or other stand, xxxxxx shop,
or for other similar purposes or for manufacturing. The term "Landlord"
as used in this lease means only the owner, or the mortgagee in
possession, for the time being of the land and building, (or the owner
of a lease of the building, or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales
of said land and building or of said lease, or in the event of a lease
of said building, or of the land and building, the said Landlord shall
be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder, and it shall be deemed and construed
without further agreement between the parties or their successors in
interest, or between the parties and the purchaser, at any such sale,
or the said lessee of the building, or of the land and building, that
the purchaser or the lessee of the building has assumed and agreed to
carry out any and all covenants and obligations of Landlord, hereunder.
The words "re-enter" and "re-entry" as used in this lease are not
restricted to their technical legal meaning. The term "business days"
as used in this lease shall exclude Saturdays (except such portion
thereof as is covered by specific hours in Article 28 hereof). Sundays
and all days observed by the State or Federal Government as legal
holidays and those designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.
ADJACENT EXCAVATION
SHARING:
31. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter
upon the demised premises for the purpose of doing such work as said
person shall deem necessary to preserve the wall or the building of
which demised premises form a part from injury or damage and to
22
support the same by proper foundations without any claim for damages or
indemnity against Landlord, or diminution or abatement of rent.
RULES AND REGULATIONS:
32. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules
and Regulations and such other and further reasonable Rules and
Regulations as Landlord or Landlord's agents may from time to time
adopt. Notice of any additional Rules or Regulations shall be given in
such manner as Landlord may elect. In case Tenant disputes the
reasonableness of any additional Rule or Regulation hereafter made or
adopted by Landlord or Landlord's agents, the partners hereto agree to
submit the question of the reasonableness of such Rule or Regulation
for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the
parties hereto. The right to dispute the reasonableness of any
additional Rule or Regulation upon Tenant's part shall be deemed waived
unless the same shall be asserted by service of a notice, in writing
upon Landlord within ten (10) days after the giving of notice thereof.
Nothing in this lease contained shall be construed to impose upon
Landlord any duty or obligation to enforce the Rules and Regulations or
terms, covenants or conditions in any other lease, as against any other
Tenant and Landlord shall not be liable to Tenant for violation of the
sums by any other Tenant, its servants, employees, agents, visitors or
Licensees.
SECURITY:
33. Tenant has deposited with Landlord the sum of $13,333.33 as security
for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this lease: it is agreed that in the event
Tenant defaults in respect of any of the terms, provisions and
conditions of this lease, including, but not limited to, the payment of
rent and additional rent. Landlord may use, apply or retain the whole
or any part of the security so deposited to the extent required for the
payment of any rent and additional rent or any other sum 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
the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the reletting of the premises,
whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Landlord. In the event that Tenant
shall fully and faithfully comply with all of the terms,
23
provisions, covenants and conditions of this lease, the security shall
be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to
Landlord. In the event of a sale of the land and building or leasing of
the building, of which the demised premises form a part, Landlord shall
have the right to transfer the security to the vendee or lessee and
Landlord shall thereupon be released by Tenant from all liability for
the return of such security; and Tenant agrees to look to the new
Landlord solely for the return of said security, and it is agreed that
the provisions hereof shall apply to every transfer or assignment made
of the security to a new Landlord. Tenant further covenants that it
will not assign or encumber or attempt to assign or encumber the monies
deposited herein as security and that neither Landlord nor its
successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.
SUCCESSORS AND
ASSIGNEE:
34. The covenants, conditions and agreements contained in this
lease shall bind and inure to the benefit of Landlord and
Tenant and their respective heirs, distributors, executors,
administrators, successors, and except as otherwise provided
in this lease, their assigns.
Space to be filled in or deleted.
RIDERS ANNEXED HERETO ARE DEEMED INCORPORATED HEREIN.
In Witness Whereof, Landlord and Tenant have respectively signed and
sealed this lease as of the day and year first above written.
Witness for Landlord:
0000 Xxxxxxxx Realty Co.
by: [L.S.]
Witness for Tenant:
PRINCETON REVIEW, INC. [L.S.]
by:
24
ACKNOWLEDGMENTS
CORPORATE LANDLORD
STATE OF NEW YORK, )
County of )
On this day of , 2000, before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
that he is the of
the corporation described in and which executed the foregoing instrument, as
LANDLORD; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was as affixed by order of the
Board of Directors of said corporation, and that he signed his name thereon by
like order.
INDIVIDUAL LANDLORD
STATE OF NEW YORK )
) and
County of )
On this day of , 2000, before me personally came
to me known and known to me to be the individual described in and who, as
LANDLORD, executed the foregoing instrument and acknowledged to me that he
executed the same.
CORPORATE TENANT
STATE OF NEW YORK, )
) and
County of )
On this day of , 2000, before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
25
that he is the of
the corporation described in and which executed the foregoing instrument, as
TENANT; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was as affixed by order of the
Board of Directors of said corporation, and that he signed his name thereon by
like order.
INDIVIDUAL TENANT
STATE OF NEW YORK )
) and
County of )
On this day of , 2000, before me personally came
to me known and known to me to be the individual described in and who, as
TENANT, executed the foregoing instrument and acknowledged to me that he
executed the same.
26
GUARANTY
FOR VALUE RECEIVED, and in consideration for, and is as _____________to
Landlord ___________ leave with Tenant, the undersigned guarantees to Landlord.
Landlord's successors and assigns the full performance and observance of all the
agreements, conditions and agreements therein provided to be performed and
observed by Tenant, including the "Rules and Regulations" as therein provided,
without requiring any notices of non-payment, non-performance, or
non-observance, or proof, or notice, or demand, whereby to charge the
undersigned therefor, all of which the undersigned hereby expressly waives and
expressly agrees that the validity of this agreement and the obligations of the
guarantor hereunder shall is no way be terminated, affected or impaired by
reason of the assertion by Landlord against Tenant of any of the right or
_______ reserved to Landlord pursuant to the _______________ of the within
lease. The undersigned further covenants and agrees that this guarantee shall
remain and continue in full force and effect as to any renewal, modification or
extension of this lease and during any period when Tenant is occupying the
premises as a "statutory tenant." As a further inducement to Landlord to make
this lease and in consideration thereof, Landlord and the undersigned covenant
and agree that in any action or proceeding brought by either Landlord or the
undersigned against the other on any matters whatsoever arising out of, under,
or by virtue of the terms of this lease or by this guarantee that Landlord and
the undersigned shall and do hereby waive trial by jury.
Dated New York City , 2000
WITNESS:
(L.S.)
Xxxxxxxxx
Xxxxxxxx Xxxxxxx
XXXXX XX XXX XXXX ) Plan Name
County of )
On this day of , 2000, before me personally came
,
to me known and known to me to be the individual described in, and who
executed the foregoing Guaranty and acknowledged to me that he executed the
same.
(Notary)
27
IMPORTANT - PLEASE READ
RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 32.
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any tenant or used for any purpose other than for ingress to and egress from
the demised premises and for delivery of merchandise and equipment in a prompt
and efficient manner using elevators and passageways designated for such
delivery by Landlord. There shall not be used in any space or in the public hall
of the building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and sideguards. If said premises are situated on the ground floor of the
building tenant thereof shall further, at tenants expense, keep the sidewalks
and curb in front of said premises clear and, free from ice, snow, dirt and
rubbish.
2. The water and wash closets and plumbing fixtures shall not be used
for any purposes other than those for which they were designed or constructed
and no sweepings, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakers, stoppage, or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.
3. No carpet, rug or other article shall be hung or shaken out of any
window or the building; and no Tenant shall sweep or throw or permit to be swept
or thrown from the demised premises any dirt or other substance into any of the
corridors or halls, elevators, or out of the doors or windows or stairways of
the building, and Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the demised premises, or permit or suffer
the demised premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the building by reason of noise,
odors and/or vibrations, or interfere in any way with other Tenants or those
having business therein, nor shall any animals or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.
4. No awnings or other projections shall be attached to the outside
walls of the building without the prior written consent of Landlord.
5. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, printed or affixed by any Tenant on any part of the
outside of the demised premises or the building or on the inside of the demised
premises if the same is visible from the outside of the premises without the
prior written consent of Landlord, except that the name of Tenant may appear on
the entrance door of the premises. In the event of the violation of the
foregoing by any Tenant, Landlord may remove name without any liability, and may
charge the expense incurred by such removal to Tenant or Tenants violating this
rule. Interior signs on doors and
28
directory tablet shall be inscribed, printed or affixed for each tenant by
Landlord at the expense of such Tenant, and shall be of a size, color and style
acceptable to Landlord.
6. No Tenant shall xxxx, paint, drill into, or in any way deface any
part of the demised premises or the building of which they form a part. No
boring, cutting or stringing of wires shall be permitted, except with the prior
written consent of Landlord, and as Landlord may direct. No Tenant shall lay
linoleum, or other similar floor covering so that the same shall come in direct
contact with the floor of the demised premises, and, if linoleum or other
similar floor covering is desired to be used as of builder's felt
shall be first affixed to the floor, by a press or other material, soluble in
water, the use of cement or other similar adhesive material being expressly
prohibited.
7. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or mechanism thereof. Each Tenant must, upon the termination of his
Tenancy, return to Landlord all keys of stores, offices and toilet rooms, either
furnished to, or otherwise percurred by, such Tenant, and in the event of the
loss of any keys, so furnished, such Tenant shall pay to Landlord the cost
thereof.
8. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the premises only on
the freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Landlord. Landlord reserves the right
to inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations or the
lease of which these Rules and Regulations are a part.
9. No Tenant shall obtain for use upon the demised premises ice,
drinking water, and other similar services, or accept barbering or
bootblacking services in the demised premises, except from persons authorized by
Landlord, and at hours and under regulations fixed by Landlord. Canvassing,
soliciting and peddling in the building is prohibited and each Tenant shall
cooperate to prevent the same.
10. Landlord reserves the right to exclude from the building between
the hours of 6 P.M. and 8 A.M. and at all hours on Sundays and legal holidays
all persons who do not present a pass to the building signed by Landlord.
Landlord will furnish passes to persons for whom any Tenant reserves same in
writing. Each Tenant shall be responsible for all persons for whom he requests
such pass and shall be liable to Landlord for all acts of such person.
11. Landlord shall have the right to prohibit any advertising by any
Tenant which, in Landlord's opinion, tends to impair the reputation of the
building or its desirability as a building for offices, and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.
12. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid, material,
chemical or substance, or
29
cause or permit any odors of cooking or other processes, or any unusual or other
objectionable odors to permiate in or eminate from the demised premises.
13. If the building contains central air conditioning and ventilation
Tenant agrees to keep all windows closed at all times and to abide by all rules
and regulations issued by the Landlord with respect to such services. If Tenant
requires air conditioning or ventilation after thee usual hours, Tenant shall
give notice in writing to the building superintendent prior to 3:00 P.M. in the
case of services required on week days, and prior to 3:00 P.M. on the day prior
in the case of after hours services required on weekends or on holidays.
