EXHIBIT 10.4
LEASE, dated November 1, 1995, between UNICON INVESTMENTS, a New
Jersey General Partnership, c/o Alfieri Property Management, having
its principal office located at 000 Xxxxxxxx Xxxxxx, P.O. Box 2911,
Edison, New Jersey 08818-2911, ("Landlord"), and CORPORATE TRAVEL
LINK, INC., a New Jersey Corporation, having its principal office
located at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx 00000, ("Tenant").
WITNESSETH:
ARTICLE I
DEMISED PREMISES, TERM, RENT
1.01. Landlord hereby leases to Tenant, and Tenant hereby
hires from Landlord, the premises hereinafter described, in the
building located at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx,
("Building") on the parcel of land more particularly described in
Exhibit A ("Land"), for the term hereinafter stated, for the rents
hereinafter reserved and upon and subject to the conditions
(including limitations, restrictions and reservations) and
covenants hereinafter provided. Each party hereby expressly
covenants and agrees to observe and perform all of the conditions
and covenants herein contained on its part to be observed and
performed.
1.02. The premises hereby leased to Tenant is a portion of
the third (3rd) floor, East, of the Building, as shown on the floor
plans annexed hereto as Exhibit B, having a rentable area of 1,500
square feel measured outside wall to outside wall, together with
Tenant's share of the common area. Said premises, together with
all fixtures and equipment which at the commencement, or during the
term of this Lease are thereto attached (except items not deemed to
be included therein and r movable by Tenant as provided in Article
13) constitute the "Demised Premises." Tenant shall submit any
dispute over the square footage to arbitration within fifteen (15)
days from the date hereof or otherwise shall be deemed to have
accepted the foregoing calculation of square footage.
1.03. The term of this Lease, for which the Demised Premises
are hereby leased, shall commence on a date ("Commencement Date")
which shall be (i) the day on which the Demised Premises are ready
for occupancy (as defined in Article 4) or (ii) the day Tenant, or
anyone claiming under or through Tenant, first occupies the Demised
Premises for business, whichever occurs earlier, and shall end at
noon on the last day of the calendar month in which occurs the day
preceding the fifth (5th) xxx versary of the Commencement Date,
which ending date is hereinafter called the "Expiration Date", or
shall end on such earlier date upon which said term may expire or
be canceled or terminated pursuant to any of the conditions or
covenants of this Lease or pursuant to law. Promptly following the
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Commencement Date, the Landlord shall notify Tenant in writing of
the Commencement Date and the Expiration Date as determined in
accordance with this Section.
1.04. The rents reserved under this Lease, for the term
thereof, shall be and consist of
(a) Fixed rent of $25,000.00 per year, (calculated on
the basis of $17.00/sq. t. for 1,500 sq. ft. of rentable area)
which shall be payable in equal monthly installments of $2,125.00
in advance on the first day of each and every calendar month during
the term of this Lease, (except Tenant shall pay, upon execution
and delivery of this Lease by Tenant, the sum of $2,125.00 to be
applied against the first monthly installment or installments of
fixed rent becoming due under this Lease) and
(b) Additional rent consisting of all such other sums
of money as shall become due from and payable by Tenant to Landlord
hereunder (for default in payment of which Lan lord shall have the
same remedies as for a default in payment of fixed rent), all to be
paid to Landlord at its office, or such other place, or to such
agent at such place, as Landlord may designate by notice to Tenant,
in lawful money of the United States of America.
1.05. Tenant shall pay the fixed rent and additional rent
herein reserved promptly as and when the same shall become due and
payable, without demand therefor and without any abatement,
deduction or set off whatsoever except as expressly provided in
this Lease.
1.06. If the Commencement Date occurs on a day other than
the first day of a calendar month, the fixed rent for such calendar
month shall be prorated and the balance of the first month's fixed
rent theretofore paid shall be credited against the next monthly
installment of fixed rent.
1.07. Late payments of any payment of rent, including
monthly rent, which is not received within five (5) days after it
is due, will be subject to a late charge equal to five percent (5%)
of the unpaid payment, or $ 00.00, whichever is greater. This
amount is in compensation of Landlord's additional cost of
processing late payments. In addition, any rent which is not paid
when due, including monthly rent, will accrue interest at a late
rate charge of the Chase Manhattan Bank, N.A. Prime Rate plus three
percent (3%) per annum, as said rate is reasonably determined by
Landlord from published reports, (but in no event in an amount in
excess of the maximum rate allowed by applicable law) from the date
on which it was due until the date on which it is paid in full with
accrued interest. If Tenant is in default of the Lease for failure
to pay rent, in addition to the late charges and interest set forth
above, Tenant shall be charged with all attorney fees in connection
with the collection of all sums due Landlord.
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ARTICLE 2
USE
2.01. Tenant shall use and occupy the Demised Premises for
executive and general offices for the transaction of Tenant's
business and for no other purpose
2.02. The use of the Demised Premises for the purposes
specified in Section 2.01 shall not include, and Tenant shall not
use or permit the use of the Demised Premises or any part thereof,
for:
(a) A school of any kind other than for the training of Tenant's
employees;
(b) An emp oyment agency; or
(c) An office for any governmental or quasi governmental
bureau, department, agency, foreign or domestic, including any
autonomous governmental corporation or diplomatic or trade mission.
2.03. If any governmental license or permit, other than a
Certificate of Occupancy, shall be required for the proper and
lawful conduct of Tenant's business in the Demised Premises, or any
part thereof, and if failure to secure such license or permit would
in any way affect Landlord, Tenant, at its expense, shall submit
the same to inspection by Landlord. Xxxx t shall at all times
comply with the terms and conditions of each such license or
permit.
2.04. Tenant shall not at any time use or occupy, or do or
permit anything to be done in the Demised Premises, in violation of
the Certificate of Occupancy (or other similar municipal ordinance)
governing the use and occupation of the Demised Premises or for the
Building.
ARTICLE 3
PREPARATION OF THE DEMISED PREMISES
3.01. The Tenant agrees to take the Demised Premises in "As-
Is" condition except Landlord, at its own cost and expense, shall
provide and install building standard carpet thro ghout the Demised
Premises and paint the Demised Premises using building standard
paint ("Landlord's Work") all as more fully set forth in Exhibit C.
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ARTICLE 4
WHEN DEMISED PREMISES READY FOR OCCUPANCY
4.01. The Demised Premises shall be deemed ready for
occupancy on the earliest date on which all of the following
conditions have been met:
(a) A Certificate of Occupancy (temporary or final) has
been issued by the applicable governmental authorities, permitting
Tenant's use of the Demised Premises fo the purposes for which the
same have been leased,
(b) Landlord's Work i the Demised Premises have been
substantially completed and same shall be so deemed notwithstanding
the fact that minor or insubstantial details of Landlord's Work
remain to be performed, the non-completion of which does not
materially interfere with Tenant's use of the Demised Premises.
(c) Reasonable means of access and facilities necessary
to Tenant's use and occupancy of the Demised Premises, including
corridors, elevators and stairways, and heating, vent lating, air
conditioning, sanitary, water, and electrical facilities, have been
installed and are in reasonably good operating order and available
to Tenant.
4.02. If and when Tenant shall take actual possession of the
Demised Premises, i shall be conclusively presumed that the same
were in satisfactory condition (except for latent defects) as of
the date of such taking of possession, unless within ninety (90)
days after such date Tenant shall give Landlord notice specifying
the respects in which the Demised Premises were not in satisfactory
condition.
ARTICLE 5
ADDITIONAL RENT
5.01 For the purpose of Sections 5.01 through 5.03
(a) "Taxes" shall mean real estate taxes, special and
extraordinary assessments and governmental levies against the Land
and Building of which the Demised Premises (but excluding therefrom
that portion of the real estate taxes directly attributable to
improvements made by other tenants in the Building beyond
Landlord's allowances) are a part provided, however, if t any time
during the term of this Lease the method of taxation prevailing at
the date of this Lease shall be altered so that in lieu of, or as
an addition to, or as a substitute for any or all of the above
there shall be assessed, levied or imposed (i) a tax, assessment,
levy, imposition or charge based on the income or rents received
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therefrom whether or not wholly or partially as a capital levy or
otherwise; or (ii) a tax, assessment, levy, imposition or charge
measured by or based in whole or in part upon all or any part of
the Land and/or Building and imposed upon Landlord; or (iii) a
license fee measured by the rents; or (iv) any other tax,
assessment, levy, imposition, charge or license fee however
described or imposed, then all such taxes, assessments, levies,
impositions, charges or license fees or the part thereof so
measured or based shall be included in the definition of "Taxes."
Tenant shall pay to Landlord directly that portion of any real
estate taxes directly attributable to improvements made by Tenant
beyond Landlord's allowances (hereinafter referred to as "Tenant's
Direct Tax Payment").
(b) "Base Taxes" shall mean the assessed valuation of
the Land and Building as finally determined following completion of
construction and issuance of an initial Certificate of Occupancy
for any portion of the Building (or such equivalent certification
if Certificates of Occupancy are not to be used), multiplied by the
tax rate for the Tax Year 1996.
(c) "Tax Year" shall mean each calendar year for which
Taxes are levied by any governmental authority.
(d) "Operational Year" shall mean each calendar year
commencing with calendar year 1997.
(e) "Tenant's Proportionate Share of Increase" shall mean
3.3% multiplied by the increase in Taxes in any Operational Ye r in
excess of the Base Taxes. Tenant's Proportionate Share of Increase
for the first Operational Year shall be prorated to reflect the
actual occupancy by Tenant for said Operational Year.
(f) "Tenant's Projected Share of Increase" shall mean
Tenant's Proportionate Share of Increase in Taxes for the projected
Operational Year divided by twelve (12) and payable monthly by
Tenant to Landlord as additional rent.
5.02. Commencing with the first Operational Year an
thereafter, Tenant shall pay to Landlord as additional rent for the
then Operational Year, Tenant's PIncrease in Taxes in
equal monthly installments.
5.03. After the expiration of each Operational Year,
Landlord shall fu nish to Tenant a written statement of the Taxes
incurred for such Operational Year as well as Tenant's
Proportionate Share of Increase, if any. If the statement
furnished by Landlord to Tenant pursuant to this Section at the end
of the then Operational Year shall indicate that Tenant's Projected
Share of Increase exceeded Tenant's Proportionate Share of
Increase, Landlord shall either forthwith pay the amount of excess
directly to Tenant concurrently with the statement or credit same
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against Tenant's next monthly installment of rent. If such
statement furnished by Landlord to Tenant shall indicate that the
Tenant's Proportionate Share of Increase exceeded Tenant's
Projected Share of Increase for the then Operational Year, Tenant
shall forthwith pay the amount of such excess to Landlord.
Commencing with the first Operational Year, Tenant shall pay
to Landlord in equal monthly installments together with its payment
of fixed rent one-twelfth (1/12) of Tenant's Direct Tax Payment.
5.04. As used in Sections 5.04 through 5 06:
(a) "Operating Expenses" shall mean ny or all expenses incurred
by Landlord in connection with the operation of the Land and
Building of which the Demised Premises are a part, including all
expenses incurred as a result of Landlord's compliance with any of
its obligations hereunder other than Landlord's Work and such
expenses shall include: (i) salaries, wages, medical, surgical and
general welfare benefits, (including group life insurance) and
pension payments of employees of Landlord engaged in the operation
and maintenance of the Building; (ii) social security,
unemployment, and payroll taxes, workers' compensation, disability
coverage, uniforms, and dry cleaning for the employees referred to
in Subsection (i);(iii) the cost of all charges for oil, gas,
electricity (including but not limited to fuel cost adjustments),
steam, heat, ventilation, air-conditioning, heating, and water
(including common areas thereof) including any taxes on any such
utilities, but excluding therefrom the cost, including taxes
thereon, of electric energy furnished other than for heating and
air-conditioning to the Demised Premises (which costs shall be
borne by Tenant pursuant to the provisions of Article 15 hereof);
(iv) the cost of all premiums and charges for the following
insurance rent, casualty, liability, fidelity and war risk (if
obtainable from the United States Government); (v) the cost of all
building and cleaning supplies for the common areas of the Building
and charges for telephone for the Building; (vi) the cost of all
charges for management, window cleaning, security services, if any,
and janitorial services, and any independent contractor performing
work included within the definition of operating expenses; (vii)
legal and accounting services and other professional fees and
disbursements incurred in connection with the operation and
management of the Land and Building (other than as related to new
leases, enforcing Landlord's rights under existing leases, or sales
of the Building); (viii) general maintenance of the Building and
the cost of maintaining and replacing the landscaping; (ix)
maintenance of the common area; (x) any escalations in the ground
rent payments in excess of the base ground rent required to be paid
by Landlord to the Ground Lessor under the Ground Lease; (xi)
capital expenditures, including the purchase of any item of capital
equipment which have the effect of reducing the expenses which
would otherwise be included in Operating Expenses, the costs of
which shall be included in Operating Expenses for the Operational
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Year in which the costs are incurred and subsequent Operational
Years on a straight-line basis, to the extent that such items are
amortized over such period of time as Landlord reasonably
estimates, with an interest factor equal to the interest rate at
the time of Landlord's having made said expenditure. If Landlord
shall lease any items of capital equipment designed to result in
savings or reductions in expenses which would otherwise be included
in Operating Expenses, then the rentals and other costs paid
pursuant to such leasing shall be included in Operating Expenses
for the Operational Year in which they were incurred; and (xii)
that portion of the cost of any capital expenditures incurred in
connection with the operation of the Land and Building amortized on
a straight line basis, to the extent that such items are amortized
over an appropriate period, but not more than ten years, with an
interest factor equal to the interest rate, at the time of
landlord's having made said expenditure.
If during all or part of any Operational Year, Landlord
shall not furnish any particular item(s) of work or service (which
would otherwise constitute an Operating Expense hereunder) to
portions of the Building due to the fact that (i) such portions are
not occupied or leased; (ii) such items of work or service is not
required or desired by the tenant of such portion; (iii) such
tenant is itself obtaining and providing such item of work or
service; or (iv) for other reasons, then, for the purposes of
computing Operating Expenses, the amount for such item and for such
period shall be deemed to be increased by an amount equal to the
additional costs and expenses which would reasonably have been
incurred during such period by Landlord if it had at its own
expense finished such item of work or services to such portion of
the Building or such tenant.
Notwithstanding the foregoing, the following costs and expenses
shall not be included in Operating Expenses:
(1) Executives' salaries above the grade of building
manager;
(2) Amounts received by Landlord through proceeds of
insurance except to the extent they are compensation for sums
previously included in Operating Expenses hereunder;
(3) Cost of repai s or replacements incurred by reason of
fire or other casualty or condemnation to the extent Landlord is
compensated therefor;
(4) Advertising and promotion expenditures;
(5) Costs incurred in performing work or furnishing
services or any tenant (including Tenant), whether at such
tenant's or Landlord's expense, to the extent that such work or
service is in excess of any work or service that Landlord is
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obligated to furnish to tenant at Landlord's expense;
(6) Depreciation, except as provided above;
(7) Broke age commissions;
(8) Taxes ( s hereinbefore defined);
(9) The cost of electricity (for other than heating and
airconditioning) furnished to the Demised Premises or any other
space leased to tenants as reasonably estimated by Landlord; and
(10) Refinancing costs and mortgage interest and
amortization payments.
(b) "Operational Year" shall mean each calendar year
commencing with calend r year 1997.
(c) "Base Year" shall mean calendar year 1996.
(d) "Tenant's Proportionate Share of Increase" shall mean 3.3%
multiplied by the increase in Operating Expenses for the
Operational Year over Operating Expenses for the Base Year. For
purposes hereof, the Tenant's Proportionate Share of Increase has
been computed based upon a total square footage of Building equal
to 45,000 square feet, and a total square footage of the Demised
Premises equ l to 1,500 square feet.
(e) "Tenant's Projected Share of Increase" shall mean
Tenant's Proportionate Share of Increase for the projected
Operational Year divided by twelve (12) and payable monthly by
Tenant to Landlord as additional rent.
5.05. Commencing with the first Operational Year after
Landlord shall be entitled to eceive Tenant's Proportionate Share
of Increase, Tenant shall pay to Landlord as additional rent for
the then Operational Year, Tenant's Projected Share of Increase.
5.06. After the expiration of the first Operational Year and
for each Operational Year thereafter, Landlord shall furnish to
Tenant a written detailed statement of the Operating Expenses
(certified to be true and correct by Landlord) incurred for such
Operational Year which statement shall set forth Tenant's
Proportionate Share of Increase, if any. If the statement
furnished by Landlord to Tenant, pursuant to this Section, at the
end of the then Operationa Year shall indicate that Tenant's
Projected Share of Increase exceeded Tenant's Proportionate Share
of Increase, Landlord shall either forthwith pay the amount of
excess directly to Tenant concurrently with the statement or credit
same against Tenant's next monthly installment of rent. If such
statement furnished by Landlord to Tenant hereunder shall indicate
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that the Tenant's Proportionate Share of Increase exceeded Tenant's
Projected Share of Increase for the then Operational Year, Tenant
shall forthwith pay the amount of such excess to Landlord.
5.07. Every statement given by Landlord pursuant to Sections
5.03 and 5.06 shall be conclusive and binding upon Tenant unless
(i) within ninety (90) days after the receipt of such statement
Tenant shall notify Landlord that it disputes the correctness of
the statement, specifying the particular respects in which the
statement is claimed to be incorrect; and (ii) if such dispute
shall not have been settled by agreement, shall submit the dispute
to arbitration within one hundred and twenty (120) days aft r
receipt of the statement. Pending the determination of such
dispute by agreement or arbitration as aforesaid, Tenant shall,
within thirty (30) days after receipt of such statement, pay
additional rent in accordance with Landlord's statement and such
payment shall be without prejudice to Tenant's position. If the
dispute shall be determined in Tenant's favor, Landlord shall
forthwith pay Tenant the amount of Tenant's overpayment of rents
resulting from compliance with Landlord's statement.
ARTICLE 6
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES
6.01. This Lease, and all rights of Tenant hereunder are and
shall be subject and subordinate in all respects to a l ground
leases, overriding leases and underlying leases of the Land and/or
the Building now or hereafter existing and to all mortgages which
may now or hereafter affect the Land and/or the Building and/or any
of such leases, whether or not such mortgages shall also cover
other lands and/or buildings, to each and every advance made or
hereafter to be made under such mortgages, and to all renewals,
modifications, replacements, and extensions of such leases and such
mortgages and spreaders and consolidations of such mortgages. This
Section shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such
subordination, Tenant shall promptly execute and deliver an
instrument that Landlord, the lessor of any such lease or the
holder of any such mortgage or any of their respective successors
in interest may reasonably request to evidence such subordination.
The respective successors in interest may reasonably request to
evidence such subordination. The leases to which this Lease is, at
the time referred to, subject and subordinate pursuant to this
Article are hereinafter sometimes called "superior leases" and the
mortgages to which this Lease is,, at the time referred to, subject
and subordinate are hereinafter sometimes called "superior
mortgages", the lessor of a superior lease or its successor in
interest at the time referred to is sometimes hereinafter called a
"lessor", and the holder of a superior mortgage or its successor in
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interest at the time referred to is sometimes hereinafter called a
"superior mortgagee."
ARTICLE 7
QUIET ENJOYMENT
7.01. So long as Tenant pays all of the fixed rent and
additional rent due hereunder and p rforms all of Tenant's other
obligations hereunder, tenant shall peaceable and quietly have,
hold, and enjoy the Demised Premises subject, nevertheless, to the
obligations of this Lease and, as provided in Article 6, to the to
the superior leases and the superior mortgages.
ARTICLE 8
ASSIGNMENT, MORTGAGING, SUBLETTING
8.01. Neither this Lease, nor the term and estate hereby
granted, nor any part hereof or thereof, nor the interest of Tenant
in any sublease, or the rentals thereunder, shall be assigned,
mortgaged, pledged, encumbered or otherwise transferred by Tenant,
and neither the Demised Premises, nor any part thereof shall be
encumbered in any manne by reason of any act or omission on the
part of Tenant or anyone claiming under or through the Tenant or
shall be sublet, or offered or advertised for subletting, or be
used or occupied or permitted to be used or occupied, or utilized
for desk space or for mailing privileges, by anyone other than
Tenant or for any purpose other than as permitted by this Lease,
without the prior written consent of Landlord in every case, except
as expressly otherwise provided in this Article.
8.02. If this Lease be assigned, whether or not in violation
of the provisions of this Lease, Landlord may collect rent from the
assignee. If the emised Premises or any part thereof be sublet
or be used or occupied by anybody other than Tenant, whether or not
in violation of this Lease, Landlord may, after default by Tenant
and expiration of Tenant's time to cure such default, collect rent
from the undertenant or occupant. In either event, Landlord may
apply the net amount collected to the rents herein reserved, but no
such assignment, underletting, occupancy or collection shall be
deemed a waiver of any of the provisions of Section 8.01, or the
acceptance of the assignee, undertenant or occupants as Tenant, or
a release of Tenant from the further performance by Tenant of
tenant's obligations under this Lease. The consent by Landlord to
assignment, mortgaging, underletting or use or occupancy by others
shall not in any wise be considered to relieve Tenant from
obtaining the express written consent of Landlord to.any other or
further assignment, mortgaging or underletting or use or occupancy
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by others not expressly permitted by this Article.
8.03. The following provisions shall govern in connection
with the subletting of all or a portion of the Demised Premises:
(a) Tenant shall submit in writing to Landlord (i) the name
of the proposed subtenant; (11) the nature and character of the
proposed subtenant's business, and the intended use o be made of
the Demised Premises by the proposed subtenant; (iii) the terms and
conditions of the proposed sublease; and (iv) such reasonable
financial information as Landlord may request regarding the
proposed subtenant.
(b) Within thirty (30) days of Landlord's receipt of the
information described in (a) above, Landlord, at Landlord's
election may (i) elect to sublease the Demised Premises directly
from Tenant either upon (x) the same terms and conditions offered
to the proposed subtenant or, (y) upon the same terms and
conditions as set forth in this Lease; or ii) cancel this Lease as
to that portion of the Demised Premises which Tenant desires to
sublease, in which event Tenant agrees to surrender all of its
right, title, and interest hereunder and Landlord may thereafter
enter into a direct Lease with the proposed subtenant or with any
other persons as Landlord may desire; or (iii) consent to the
subletting on such terms and conditions as established by Landlord,
including Landlord's participation in any rentals received by
Tenant.
(c) As a condition to Landlord's consent, if given under (b)
above, Landlord shall have obtained consent to such proposed
subletting by an superior lessor and/or superior mortgagee,
provided such superior lessor and/or superior mortgagee requires
consent to the subletting.
(d) In connection with any subletting, Tenant shall not offer
the Demised Premises, or any part thereof, to any other tenant in
the Building or their subsidiaries or affiliates at a rental rate
less than the current rental rate for office buildings in the
surrounding area.
8.04. Tenant shall remain fully liable for the performance of
all Tenant's obligations hereunder notwithstanding any subletting
provided for herein (except to Landlord), and without limiting the
generality of the foregoing, shall remain fully responsible and
liable to Landlord for all acts and omissions of any subtenant or
anyone claiming under or through any subtenant which shall be in
violation of any of the obligations of this Lease and any such
violation shall be deemed to be a violation by Tenant.
8.05. Tenant shall not, without the prior written consent f
Landlord, assign this Lease, and the provisions of Section
8.03 with respect to subletting shall equally apply to any
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assignment of this Lease. Tenant herein named, or any immediate or
remote successor in interest of Tenant herein named, shall remain
liable jointly and severally (as a primary obligor) with its
assignee and all subsequent assignees for the performance of
Tenant's obligations hereunder. In the event that Tenant hereunder
is a corporation (other than one whose shares, now or in the
future, are regularly and publicly traded on a recognized stock
exchange, including over the counter, or is a public company or
merges with a public company), then any substantial change in the
ownership of and/or power to vote the majority of the outstanding-
capital stock of Tenant, other than by inheritance or operation of
law, shall be deemed an assignment of this Lease and the provisions
with respect to assignment shall be applicable.
8.06. Notwithstanding anything to the contrary contained in
this Article with respect to assignment or subletting, Landlord's
consent to any assignment and/or subletting (i) to any parent,
affiliate or wholly-owned subsidiary of Tenant (as defined in rule
240.12b-2 under the Sec rities Exchange Act of 1934) or (ii) to any
corporation or other entity which succeeds to all or substantially
all of the assets and business of Tenant, shall be be unreasonably
withheld.
8.07. Tenant further agrees that it shall not place any signs
on the windows located in the Demised Premises ind cating that all
or any portion of the Demised Premises are available for subleasing
or assignment.
ARTICLE 9
COMPLIANCE WITH LAWS AND REQUIREMENTS OF PUBLIC AUTHORITIES
9.01. Tenant shall give prompt notice to Landlord of any
notice it receives of the v olation of any law or requirement of
public authority, and at its expense shall comply with all laws and
requirements of public authorities which shall, with respect to the
Demised Premises or the use and occupation thereof, or the
abatement of any nuisance, impose any violation, order or duty on
Landlord or Tenant, arising from (i) Tenant's use of the Demised
Premises; (ii) the manner of conduct of Tenant's business or
operation of its installation, equipment or other property therein;
(iii) any cause or condition created by or at the instance of
Tenant, other than by Landlord's performance of any work for or on
behalf of Tenant; or (iv) the breach of any of Tenant's obligations
hereunder. Furthermore, Tenant need not comply with any such law
or requirement of public authority so long as Tenant shall be
contesting the validity thereof, or the applicability thereof to
the Demised Premises, in accordance with Section 9.02.
Nothing contained herein shall be construed to require Tenant to
make structural alterations to the Building ex ept to the extent
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that same are required by reason of Tenant's specific use (other
than general office).
9.02. Tenant may, at its expense (and if necessary, in the
name of but without expense to Landlord) contest, by appropriate
proceedings prosecuted diligently and in good faith, the validity,
or applicability to the Demised Premises, of any law or requirement
of public authority, and Landlord shall cooperate with Tenant in
such proceedings provided that:
(a) Tenant shall defend, indemnify, and hold harmless
Landlord against all liability, loss or damage which Landlord shall
suffer by reason of such non-compliance or contest, including
reasonable attorney's fees and other expenses reasonably incurred
by Landlord;
(b) Such non-compliance or contest shall not constitute
or result in any violation of any superior lease or superior
mortgage, or, if such superior lease and/or superior ortgage shall
permit such non-compliance or contest on condition of the taking of
action or furnishing of security by Landlord, such action shall be
taken and such security shall be furnished at the expense of
tenant; and
(c) Tenant shall keep Landlord advised as to the status of such
proceedings.
ARTICLE 10
INSURANCE
10.01. Tenant shall not violate, or permit the violation of,
any condition imposed by the all-risk casualty policy i sued for
the Building and shall not do anything, or permit anything to be
kept, in the Demised Premises which would increase the fire or
other casualty insurance rate on the Building or the property
therein over the rate which would otherwise then be in effect,
(unless Tenant pays the resulting increased amount of premium as
provided in Section 10,02) or which would result in insurance
compares of good standing refusing to insure the Building or any of
such property in amounts and at normal rates reasonably
satisfactory to Landlord. However, Tenant shall not be subject to
any liability or obligation under this Article by reason of the
proper use of the Demised Premises for the purposes permitted by
Article 2.
10.02. If, by reason of any act or omission on the part of
Tenant, the rate f fire insurance with extended all-risk coverage
on the Building or equipment or other property of Landlord or other
tenants shall be higher than it otherwise would be, Tenant shall
13
reimburse Landlord, on demand, for that part of the premiums for
fire insurance and extended all-risk coverage paid by Landlord
because of such act or omission on the part of Tenant, which sum
shall be deemed to be additional rent and collectible as such.
10.03. In the event that any dispute should arise between
Landlord and Tenant concerning insurance rates, a schedule or make
up" of rates of the Building or the Demised Premises, as the case
may be, issued by the Fire Insurance Rating Organization of New
Jersey or other similar body making rat s for fire insurance and
extended coverage for the premises concerned, shall be presumptive
evidence of the facts therein stated and of the several items and
charges in the fire insurance rates with extended coverage then
applicable to such premises.
10.04. Tenant shall obtain and keep in full force and effect
during the term of this Lease, at its own cost and expense,
Comprehensive General Liability Insurance, such insurance to afford
protection in an amount of not less than S 1,000,000 for njury or
death to any one person, $3,000,000 for injury or death arising out
of any one occurrence, and $ 1,000,000 for damage to property,
protecting and naming the Landlord and the Tenant as insured
against any and all claims for personal injury, death or property
damage occurring in, upon, adjacent, or connected with the Demised
Premises and any part thereof Tenant shall pay all premiums and
charges therefor and upon failure to do so Landlord may, but shall
not be obligated to, make payments, and in such latter event the
Tenant agrees to pay the amount thereof to Landlord on demand and
said sum shall be deemed to be additional rent, and in each
instance collectible on the first day of any month following the
date of notice to Tenant in the same manner as though it were rent
originally reserved hereunder, together with interest thereon at
the rate of three points in excess of Prime Rate of the Chase
Manhattan Bank N.A. Tenant will use its best efforts to include in
such Comprehensive General Liability Insurance policy a provision
to the effect that same will be non-cancelable, except upon
reasonable advance written notice to Landlord. The original
insurance policies or appropriate certificates shall be deposited
with Landlord together with any renewals, replacements or
endorsements to the end that said insurance shall be in full force
and effect for the benefit of the Landlord during the term of this
Lease. In the event Tenant shall fail to procure and place such
insurance, the Landlord may, but shall not be obligated to, procure
and place same, in which event the amount of the premium paid shall
be refunded by Tenant to Landlord upon demand and shall in each
instance be collectible on the first day of the month or any
subsequent month following the date of payment by Landlord, in the
same manner as though said sums were additional rent reserved
hereunder together with interest thereon at the rate of three
points in excess of the Prime Rate of the Chase Manhattan Bank N.A.
10.05. Landlord and Tenant agree to use their best efforts
14
to include in each of its insurance policies a waiver of the
insurer's right of subrogation against the other party or if such
waiver shall be unobtainable or unenforceable (a) an express
agreement that such policy shall not be i validated if the insured
waives or has waived before the casualty, the right of recovery
against any party responsible for a casualty covered by the policy
or (b) any other form of permission for the release of the other
party. If such waiver, agreement, or permission shall not be or
shall cease to be obtainable without additional charge, or at all,
the insured party shall so notify the other party after learning
thereof. In such a case, if the other party shall agree in notify
the other party after learning, thereof. In such a case, if the
other party shall agree in writing to pay the insurer's additional
charge therefor, such waiver agreement or permission shall, if
obtainable, be included in the policy.
10.06. Each party hereby releases the other party with
respect to any claim (including a claim for negligence) which it
might otherwise have against the other party for loss, damage, or
destruction with respect to its property (including rental value or
business interruption) occurri g during the term of this Lease to
the extent to which it is insured under a policy or policies
containing a waiver of subrogation or permission to release
liability or naming the other party as an additional insured, as
provided in Sections 10.04 and 10.05. If notwithstanding the
recovery of insurance proceeds by either party for loss, damage or
destruction of its property (or rental value or business
interruption) the other party is liable to the first party with
respect thereto or is obligated under this Lease to make
replacement, repair, or restoration or payment, then provided that
the first party's right of fall recovery under its insurance
policies is not thereby prejudiced or otherwise adversely affected,
the amount of the net proceeds of the first party's insurance
against such loss, damage or destruction shall be offset against
the second party's liability to the first party thereof, or shall
be made available to the second party to pay for replacement,
repair, or restoration, as the case may be.
10.07 The waiver of subrogation or permission for release
referred to in Section 10.05 shall extend to the agents of each
party and their employees and, in the case of Tenant, shall also
extend to all other persons and entities occupying, using or
visiting the Demised Premises in accordance with the terms of this
Lease, but only if and to the extent that such waiver or permission
can be obtained without additional charge (unless such party shall
pay such charge). The releases provided for in Section 10.06 shall
likewise extend to such agents, employees and other persons and
entities, if and to the extent that such waiver or permission is
effective as to them. Nothing contained in Section 10.06 shall be
deemed to relieve either party of any duty imposed elsewhere in
this Lease to repair, restore or rebuild or to nullify any
abatement of rents provided for elsewhere in this Lease. Except as
15
otherwise provided in Section 10.04, nothing contained in Sections
10.01 and 10.06 shall be deemed to impose upon either party any
duty to procure or maintain any of the kinds of insurance referred
to therein or any particular amounts or limits of any such kinds of
insurance. However, each party shall advise the other, upon
request, from time to time (but not more often than once a year) of
all of the policies of insurance it is carrying of any of the kinds
referred to in Sections 10.01 and 10.04, and if it shall
discontinue any such policy or allow it to lapse, shall notify the
other party thereof with reasonable promptness. The insurance
policies referred to in Sections 10.05 and 10.06 shall be deemed to
include policies procured and maintained by a party for the benefit
of its lessor, mortgagee, or pledgee.
ARTICLE 11
RULES AND REGULATIONS
11.01. Tenant and its employees and agent shall faithfully
observe and comply with the Rules and Regulations annexed hereto as
Exhibit E, and such reasonable changes therein (whether by
modification, elimination, or addition) as Landlord at any time or
times hereafter may make and communicate in writing to Tenant,
which do not unreasonably affect the conduct of Tenant's business
in the Demised Premises, provided, however, that in case of any
conflict or inconsistency between the provisions of this Lease and
any of the Rules and Regulations as originally promulgated or as
changed, the provisions of this Lease shall control.
11.02. Nothing contained in this Lease shall be construed to
impose upon Landlord any duty or obligation to Tenant to enforce
the Rules and Regulations or the 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 same by any other tenant
or its employees, agents or visitors. However, Landlord shall not
enforce any of the Rules and Regulations in such manner as to
discriminate against Tenant or anyone claiming und r or through
Tenant.
ARTICLE 12
TENANT'S CHANGES
12.01. Tenant shall make no changes, alterations, additions,
installations, substitutions, or improvements (hereinafter
Collectively called "changes", and, as applied to changes Provided
for in this Article, "Tenant's Changes") in and to the Demised
Premises without the express prior written consent of landlord.
All proposed Tenant's Changes shall be submitted to Landlord
16
for written consent at least sixty (60) days prior to the date
Tenant intends to commence such changes, such submission to include
all plans and specifications for the work o be done, proposed
scheduling, and the estimated cost of completion of Tenant's
Changes. If Landlord consents to Tenant's Changes, Tenant may
commence and diligently prosecute to completion Tenant's Changes,
under the direct supervision of landlord.
Tenant shall pay to Landlord a supervision fee (which shall
include the cost of review of the proposed Tenant's Changes) equal
to ten percent (10%) of the certified cost of completion of
Tenant's Changes. Prior to the commencement of Tenant's Changes,
Tenant shall pay to Landlord ten percent (10%) of the estimated
cost of completion (the "Estimated Payment") as additional rent.
Within fifteen (15) days after completion of Tenant's Changes,
Tenant shall furnish Landlord with a statement, certified by an
officer or a principal of Tenant to be accurate and true, of the
total cost of completion of Tenant's Changes (the "Total Cost").
If such certified statement furnished by Tenant shall indicate that
the Estimated Payment exceeded ten percent (1O%) of the Total Cost,
Landlord shall forthwith either (i) pay the amount of excess
directly to Tenant concurrently with the delivery of the certified
statement or (ii) permit Tenant to credit the amount of such excess
against the subsequent payment of rent due hereunder. If such
certified statement furnished by Tenant shall indicate that ten
percent (1O%) of the Total Cost exceeded Tenant's Estimated
Payment, Tenant shall, simultaneously with the delivery to Landlord
of the certified statement, pay the amount of such excess to
Landlord as additional rent.
12.02. Notwithstanding the provisions of Section 12.01, all
proposed Tenant's Changes which shall affect or alter:
(a) The outside appearance or the strength of the Building or of
any of its s ructural parts; or
(b) Any part of the Building outside of the Demised Premises, or
(c) The mechanical, electrical, sanitary and other service systems
of the Building, or increase the usage of such systems shall be
performed only by the Landlord, at a cost to be mutually agreed
upon between Landlord and Tenant.
12.03. Tenant, at its expense, shall obtain all necessary
governmental permits and certifica es for the commencement and
prosecution of Tenant's Changes and for final approval thereof upon
completion, and shall cause Tenant's Changes to be performed in
compliance therewith and with all applicable laws and requirements
of public authorities, and with all applicable requirements of
insurance bodies, and in good and workmanlike manner, using new
materials and equipment at least equal in quality and class to the
original installations in the Building. Tenant's Changes shall be
17
performed in such manner as not to unreasonably interfere with or
delay and (unless Tenant shall indemnify Landlord therefor to the
latter's reasonable satisfaction) as not to impose any additional
expense upon Landlord in the construction, maintenance or operation
of the Building. Throughout the performance of Tenant's Changes,
Tenant, at its expense, shall carry, or cause to be carried,
workmen's compensation insurance in statutory limits and general
liability insurance for any occurrence in or about the Building, in
which Landlord and its agents shall be named as parties insured in
such Emits as Landlord may reasonably prescribe, with insurers
reasonably satisfactory to Landlord. Tenant shall furnish Landlord
with reasonably satisfactory evidence that such insurance is in
effect at or before the commencement of Tenant's Changes and, on
request, at reasonable intervals thereafter during the continuance
of Tenant's Changes. If any of Tenant's Changes shall involve the
removal of any fixtures, equipment or other property in the Demised
Premises which are not Tenant's Property (as defined in Article
13), such fixtures, equipment or other property shall be promptly
replaced, at Tenant's expense, with new fixtures, equipment or
other property (as the case may be) of like utility and at least
equal value. In addition, unless Landlord shall otherwise
expressly consent in writing, the Tenant shall deliver such removed
fixtures to Landlord.
12.04. Tenant, at its expense, and with diligence and
dispatch, shall procure the cancellation or discharge of all
notices of violation ar sing from or otherwise connected with
Tenant's Changes which shall be issued by any public authority
having or asserting jurisdiction. Tenant shall defend, indemnify
and save harmless Landlord against any and all mechanic's and other
liens filed in connection with Tenant's Changes, including the
liens of any security interest in, conditional sales of, or chattel
mortgages upon, any material, fixtures or articles so installed in
and constituting part of the Demised Premises and, against all
costs, expenses and liabilities incurred in connection with any
such lien, security interest, conditional sale or chattel mortgage
or any action or proceeding brought thereon. Tenant, at its
expense, shall procure the satisfaction or discharge of all such
liens within fifteen (15) days after Landlord makes written demand
therefor. However, nothing herein contained shall prevent Tenant
from contesting, in good faith and at its own expense, any such
notice of violation, provided that Tenant shall comply with the
provisions of Section 9.02.
12.05. Tenant agrees that the ex rcise of its rights
pursuant to the provisions of this Article 12 shall not be done in
a manner which would create any work stoppage, picketing, labor
disruption or dispute or violate Landlord's union contracts
affecting the Land and Building, nor interference with the business
of Landlord or any tenant or occupant of the Building.
18
ARTICLE 13
TENANT'S PROPERTY
13.01. All fixtures, equipment, improvements, and
appurtenances attached to or built into the Demised Premises at the
commencement of or during the term of this Lease, whether r not by
or at the expense of Tenant, shall be and remain a part of the
Demised Premises, shall be deemed the property of landlord and
shall not be removed by Tenant, except as hereinafter in this
Article expressly provided.
13.02. All business and trade fixtures, machinery and
equipment, communications equipment and office equipment, whether
or not attached to or built into the Demised Premises, which are
installed in the Demised Premises by or for the account of Tenant,
without expense to Landlord, and can be removed without permanent
structural damage to the Building, and al furniture, furnishings
and other articles of movable personal property owned by Tenant and
located in the Demised Premises (all of which are sometimes called
"Tenant's Property"), shall be and shall remain the property of
Tenant and may be removed by it at any time during the term of this
Lease; provided that if any of Tenant's Property is removed, Tenant
shall repair or pay the cost of repairing any damage to the Demised
Premises or to the Building resulting from such removal. Any
equipment or other property for which Landlord shall have granted
any allowance or credit to Tenant shall not be deemed to have been
installed by or for the account of tenant, without expense to
Landlord, and shall not be considered Tenant's Property.
13.03. At or before the Expiration Date, or the date of an
earlier termination of this Lease, or as promptly as practicable
after such an earlier termination date, Tenant at its expense,
shall remove from the Demised Premises all of Tenant's Property
except such items thereof as Tenant shall have expressly agreed in
writing with Landlord were to remain and to become the property of
Landlord, and, if requested by Landlord, all items of work done by
or on behalf of Tenant after the Commencement Date shall be removed
by Tenant and Tenant shall repair any damage to the Demised
Premises or the Building resulting from such removal.
13.04. Any other items of Tenant's Property (except money,
securities, and other like valuables) which shall remain in the
Demised Premises after the Expiration Date or after a period of
fifteen (15) days following an earlier termination date, may, at
the option of the Landlord, be deemed to have been ab ndoned, and
in such case either may be retained by Landlord as its property or
may be disposed of, without accountability, in such manner as
Landlord may see fit, at Tenant's expense.
ARTICLE 14
19
REPAIRS AND MAINTENANCE
14.01. Tenant shall take good care of the Demised Premises.
Tenant, at its expense, shall promptly make all repairs, ordinary
or extraordinary, interior or exterior, structural or otherwise in
and about the Demised Premises and the Building, as shall be
required by reason of (i) t e performance of Tenant's Changes; (ii)
the installation, use or operation of Tenant's Property in the
Demised Premises by Tenant, its agents or employees; (iii) the
moving of Tenant's Property in or out of the Building; or (iv) the
misuse or neglect of Tenant or any of its employees, agents,
contractors or invitees; but Tenant shall not be responsible, and
Landlord shall be responsible, for any of such repairs as are
required by reason of Landlord's neglect or other fault in the
manner of performing any of Tenant's Changes which may be
undertaken by Landlord for Tenant's account or are otherwise
required by reason of neglect or other fault of Landlord or its
employees, agents, or contractors. Except if required by the
neglect or other fault of Landlord or its employees, agents, or
contractors, Tenant, at its expense, shall replace all scratched,
damaged or broken doors or other glass in or about the Demised
Premises and shall be responsible for all repairs, maintenance, and
replacement of wall and floor coverings in the Demised Premises
and, for the repair and maintenance of all lighting fixtures
therein.
14.02. Landlord, subject to the provisions of Section 5.04,
shall keep and maintain the Building and its fixtures,
appurtenances, systems and facilities serving the Demised Premises,
in good working order, condition, and repair and shall make with
all due diligence all repairs, structural and otherwise, interior
and exterior, as and when needed in or about the Demised Premises,
except for those repairs for which Tenant is responsible pursuant
to any other provisions of this Leas .
14.03. Landlord shall have no liability to Tenant by reason
of any inc nvenience, annoyance, interruption, or injury to
Tenant's business arising from Landlord's making any repairs or
changes which Landlord is required or permitted by this Lease or
required by law, to make in or to any portion of the Building or
the Demised Premises, or in or to the fixtures, equipment of
appurtenances of the Building or the Demised Premises, provided
that Landlord shall use due diligence with respect thereto and
shall perform such work, except in case of emergency, at a time
reasonably convenient to Tenant and otherwise in such a manner as
will not materially interfere with Tenant's use of the Demised
Premises.
ARTICLE 15
20
ELECTRICITY
15.01 Landlord shall furnish the electric energy that Tenant
shall require in the Demised Premises. Tenant shall pay to
Landlord, as additional rent, the costs and charges for all
electric energy furnished to Tenant at the Demised Premises.
Additional rent for such electric energy shall be calculated and
payable in the manner hereinafter et forth.
15.02. Within a reasonable time after the commence ent of the
term of this Lease, subsequent to Tenant's having taken occupancy
of the Demised Premises and having installed and commenced the use
of Tenant's electrical equipment, Landlord, at Tenant's sole
expense, shall cause a survey to be made by a reputable independent
electrical engineer or similar agency of the estimated use of
electric energy (other than for heat and air conditioning to the
Demised Premises, and shall compute the cost thereof for the
quantity so determined at prevailing retail rates. Tenant shall
pay Landlord the cost of such electric energy, as so calculated, on
a monthly basis, as additional rent, together with its payment of
fixed rent.
Until such time as Landlord shall complete the
aforedescribed survey, Tenant shall pay to Landlord, each and every
month, as additional rent, for and on account of Tenant's
electrical consumption, the sum of $156.25 to be applied against
Tenant's obligations hereunder. Upon completion of the survey,
there shall be an adjustment for the period from the Commencement
Date through the date that the results of the survey shal be
effectuated as shall be required. Landlord shall have the right,
at any time, during the term of this Lease, to cause the Demised
Premises to be resurveyed. In the event that such resurvey shall
indicate increased electrical consumption by Tenant at the Demised
Premises, there shall be an adjustment in the amount paid by Tenant
to Landlord for Tenant's electrical consumption in accordance with
the resurvey as well as an adjustment retroactive to the date
Landlord establishes Tenant's increase in electrical consumption in
excess of the consumption established by the prior survey.
Landlord shall submit to Tenant the results of any
electrical survey and the same shall be deemed binding upon Tenant
unless Tenant shall object to same within ninety (90) days of the
date that Landlord shall furnish Tenant with the results of the
survey. In the event that Landlord and Tenant cannot agree upon
the results of a survey the same shall be submitted to arbitration
in accordance with Article 33, provided, however, until such time
as the arbitration shall have been concluded, the res lts of
Landlord's survey shall be utilized for the purposes of determining
Tenant's electrical consumption with an appropriate adjustment to
be made based upon the results of the arbitration.
15.03. Landlord shall not be liable in any way to Tenant for
21
any failure or defect in the supply or character of electric energy
furnished to the Demised Premises by reason of any requirement,
act, or omission of the public utility serving the Building with
electricity or for any other reason. Landlord shall furnish and
install all replacement lighting tubes, ramps, bulbs, and ballasts
required in the Demised Premises at Tenant's expense
15.04. Tenant's use of electric energy in the Demised
Premises shall not at any time exceed the capacity of any of the
electrical conductors and equipment in or otherwise serving the
Demised Premises. In order to insure that such capacity is not
exceeded and to avert possible adverse effect upon the Building
electric service, Tenant shall not, without Landlord's prior,
written consent in each instance (which shall n t be unreasonably
withheld), connect any additional fixtures, appliances, or
equipment to the Building electrical distribution system or make
any alteration or addition to the electric system of the Demised
Premises existing on the Commencement Date. Should Landlord grant
such consent, all additional risers or other equipment required
therefor shall be provided by Landlord and the cost thereof shall
be paid by Tenant upon Landlord's demand. As a condition to
granting such consent, Landlord, at Tenant's sole expense, may
cause a new survey to be made of the use of electric energy (other
than for heating and air-conditioning) in order to calculate the
potential additional electric energy to be made available to Tenant
based upon the estimated additional capacity of such additional
risers or other equipment. When the amount of such increase is so
determined, and the estimated cost thereof is calculated, the
amount of monthly additional rent payable pursuant to Section 15.02
here of shall be adjusted to reflect the additional cost, and shall
be payable as therein provided.
15.05. If the public utility rate schedule for the supply of
electric current to the Building shall be increased during the term
of this Lease, the additional rent payable pursuant to Section
15.02 hereof shall be quitably adjusted to reflect the resulting
increase in Landlord's cost of furnishing electric service to the
Demised Premises effective as of the date of any increase.
Landlord and Tenant agree that the rate charged to Tenant for
electricity shall not be greater than the rate Tenant would have
paid had the Demised Premises been separately metered.
15.06. Tenant agrees within three (3) months from the
Commencement Date to submit to Landlord a list of fixtures and
equipment utilizing electric current including, but not limited to,
copying machines, computers and word processing quipment and
equipment of a similar nature. On the first day of each calendar
quarter thereafter, Tenant shall submit to Landlord a statement
indicating any substantial changes in the list previously supplied
as same may be updated by the required quarterly statements.
22
ARTICLE 16
HEATING, VENTILATION AND AIR-CONDITIONING
16.01. Landlord, subject to the provisions of Section 5.04,
shall maintain and operate the heating, ventilating, and air-
conditioning systems (hereinafter called "the systems") and shall
furnish heat ventilating, and air conditioning (hereinafter
collectively called "air conditioning service") in the Demised
Premises through the systems, in compliance with the performance
specifications set forth in Exhibit C, as may be required for
comfortable occupancy of the Demised Premises from 8:00 A.M. to
6:00 P.M. Monday through Friday except days observed by the Federal
or the state government as legal holidays ("Regular Hours")
throughout the year. If Tenant shall require air-conditioning
service at any other time (hereinafter called "after hours"),
Landlord shall furnish such after hours air-conditioning service
upon reasonable advance notice from Tenant, and Tenant shall pay
Landlord's then established charges therefor on Landlord's demand.
16.02. Use of the Demised Premises, or any part thereof, in
a manner exceeding the design conditions (including occupancy and
connec ed electrical load) specified in Exhibit C for air-
conditioning service in the Demised Premises, or rearrangement of
partitioning which interferes with normal operation of the air-
conditioning in the Demised Premises, may require changes in the
air-conditioning system servicing the Demised Premises. Such
changes, so occasioned, shall be made by Landlord, at Tenant's
expense, as Tenant's Changes pursuant to Article 12.
ARTICLE 17
LANDLORD'S OTHER SERVICES
17.01. Landlord, subject to the provisions of Section 5.04,
shall provide public elevator servi e, passenger and service, by
elevators serving the floor on which the Demised Premises are
situated during Regular Hours, and shall have at least one
passenger elevator subject to call at all other times.
17.02. Landlord, subject to the provisions of Section 5.04,
shall cause the Demised Premises, including the exterior and the
interior of the windows thereof, to be cleaned. Tenant shall pay
to Landlord on demand the costs incur-red by Landlord for (a) extra
cleaning work in the Demised Premises required because of (i)
misuse or neglect on the part of Tenant or its employees o
visitors; (ii) use of portions of the Demised Premises for
preparation, serving or consumption of food or beverages, data
processing, or reproducing operations, private lavatories or
toilets or other special purpose areas requiring greater or more
difficult cleaning work than office areas; (iii) unusual quantity
23
of interior glass surfaces; (iv) non-building standard materials or
finishes installed by Tenant or at its request; and (b) removal
from the Demised Premises and the Building of so much of any refuse
and rubbish of Tenant as shall exceed that ordinarily accumulated
daily in the routine of business office occupancy. Landlord, its
cleaning contractor, and their employees shall have after-hours
access to the Demised Premises and the free use of light, power,
and water in the Demised Premises as reasonably required for the
purpose of cleaning the Demised Premises in accordance with
Landlord's obligations hereunder.
17.03. Landlord, subject to the provisions of Section 5.04,
shall furnish adequate hot and cold water to each floor of the
Buildi g for drinking, lavatory, and cleaning purposes, together
with soap, towels, and toilet tissue for each lavatory. If Tenant
uses water for any other purpose, Landlord, at Tenant's expense,
shall install meters to measure Tenant's consumption of cold water
and/or hot water for such other purposes and/or steam, as the case
may be. Tenant shall pay for the quantities of cold water and hot
water shown on such meters, at Landlord's cost thereof, on the
rendition of landlord's bills therefor.
17.04. Landlord, at its expense, and at Tenant's request,
shall insert initial listings on the Building director of the names
of Tenant, and the names of any of their officers and employees,
provided that the names so listed shall not take up more than
Tenant's proportionate share of the space on the uilding
directory. All Building directory changes made at Tenant's request
after the Tenant's initial listings have been placed on the
Building directory shall be made by Landlord at the expense of
Tenant, and Tenant agrees to promptly pay to Landlord as additional
rent the cost of such changes within ten (10) days after Landlord
has submitted an invoice therefor.
17.05. Landlord reserves the right, without any liability to
Tenant, to stop service of any of the heating, ventilating, air
conditioning, electric, sanitary, elevator, or other Building
systems serving the Demised P emises, or the rendition of any of
the other services required of Landlord under this Lease, whenever
and for so long as may be necessary, by reason of accidents,
emergencies, strikes, or the making of repairs or changes which
Landlord is required by this Lease or by law to make or in good
xxxxx xxxxx necessary, by reason of difficulty in securing proper
supplies of fuel, steam, water, electricity, labor or supplies, or
by reason of any other cause beyond Landlord's reasonable control.
17.06. Landlord shall make available for Tenant's use in
common with other tenants of the Xxx ding the parking area adjacent
to the Building.
17.07. The Building and the Demised Premises shall be
cleaned in accordance with the Cleaning and Maintenance Schedule
24
set forth on
Exhibit D annexed hereto and made a part hereof.
ARTICLE 18
ACCESS, CHANGES IN BUILDING FACILITIES, NAME
18.01. All walls, windows, and doors bounding the Demised
Premises (including exterior Building walls, core corridor walls
and doors, and any core corridor entrance), except the inside
surfaces thereof, any terraces or roofs adjacent to the Demised
Premises, and any space in or adjacent to the Demised Premises used
for shafts, stacks, pipes, conduits, fan room, ducts, electric or
other utiliti s, sinks or other Building facilities, and the use
thereof, as well as access thereto through the Demised Premises for
the purposes of operation, maintenance, decoration, and repair are
reserved to Landlord.
18.02. Tenant shall permit Landlord to install, use, and
ma ntain pipes, ducts, and conduits within the demising walls,
bearing columns, and ceiling of the Demised Premises.
18.03. Landlord or Landlord's agent shall have the right
upon request (except in emergency under clause (ii) hereof) to
enter and/or pass through the Demised Premises or any part
thereof, at reasonable times during reasonable hours, (i) to
examine the Demised Premises and to show them to the fee owners,
lessors of superior leases, holders of superior mortgag s, or
prospective purchasers, mortgagees, or lessees of the Building as
an entirety; and (11) for the purpose of making such repairs or
changes or doing such repainting in or to the Demised Premises or
its facilities, as may be provided for by this Lease or as may be
mutually agreed upon by the parties or as Landlord may be required
to make by law or in order to repair and maintain said structure or
its fixtures or facilities. Landlord shall be allowed to take all
materials into and upon the Demised Premises that may be required
for such repairs, changes, repainting, or maintenance, without
liability to Tenant but Landlord shall not unreasonably interfere
with Tenant's use of the Demised Premises. Landlord shall also
have the right to enter on and/or pass through the Demised
Premises, or any part thereof, at such times as such entry shall be
required by circumstances of emergency affecting the Demised
Premises or the Building.
18.04. During the period of six (6) months prior to the
Expiration Date, Landlord may exhibit the Demised Premises to of
prospective tenants.
18.05. Landlord reserves the right, at any time after
completion of the Building, without incurring any liability to
25
Tenant therefor, to ake such changes in or to the Building and the
fixtures and equipment thereof, as well as in or to the street
entrances, halls, passages, elevators, escalators, and stairways
thereof, as it may deem necessary or desirable, provided, however,
that such changes shall not reduce the size of the Demised
Premises.
18.06. Landlord may adopt any name for the Building.
Landlord reserves the right to change the name or address of the
Building at any time.
ARTICLE 19
NOTICE OF ACCIDENTS
19.01. Tenant shall give notice to Landlord, promptly after
Tenant learns thereof (i) any accident in or about the Demised
Premises for which Lan lord might be liable; (ii) all fires in the
Demised Premises; (iii) all damage to or defects in the Demised
Premises, including the fixtures, equipment, and appurtenances
thereof, for the repair of which Landlord might be responsible; and
(iv) all damage to or defects in any parts or appurtenances of the
Building's sanitary, electrical, heating, ventilating, air-
conditioning, elevator, and other systems located in or passing
through the Demised Premises or any part thereof.
ARTICLE 20
NON-LIABILITY AND INDEMNIFICATION
20. 1. Neither Landlord nor any agent or employee of
Landlord shall be liable to Tenant for any injury or damage to
Tenant or to any other person or for any damage to, or loss (by
theft or otherwise) of, any property of Tenant or of any other
person, irrespective of the cause of such injury, damage, or loss,
unless caused by or due to the negligence of Landlord, its agents,
or employees without contributory negligence on the part of Tenant.
20.02. Tenant shall indemnify and save harmless Landlord and
its agents against and from (a) any and all claims (i) arising from
(x) the conduct or management of the Demised Premises or of any
business therein, or (y) any work or thing whatsoever done, or any
condition created (other than by Landlord for Landlord's or
Tenant's account) in or about the Demised Premises during the term
of this Lease or during the period of time, if any, prior to the
Commencement Date that Tenant may have been given access to the
Demised Premises, or (ii) arising from any negligent or otherwise
wrongful act or omission of Tenant or any of its subtenants,
invitees or licensees or its or their employees, agents, or
26
contractors, and (b) all costs, expenses, and liabilities incurred
in or in connection with each such claim or action or proceeding
brought thereon. In case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant, upon notice
from Landlord, shall resist and defend such action or proceeding.
20.03. Except as otherwise expressly provided in this Lease,
this Lease and he obligations of Tenant hereunder shall be in no
wise affected, impaired or excused because Landlord is unable to
fulfill, or is delayed in fulfilling, any of its obligations under
this Lease by reason of strike, other labor trouble, governmental
pre-emption or priorities or other controls in connection with a
national or other public emergency or shortages of fuel supplies or
labor resulting therefrom, or other like cause beyond Landlord's
reasonable control.
ARTICLE 21
DESTRUCTION OR DAMAGE
21.01. If the Building or the Demised Premises shall be
artially or totally damaged or destroyed by fire or other cause,
then whether or not the damage or destruction shall have resulted
from the fault or neglect of Tenant, or its employees, agents or
visitors (and if this Lease shall not have been terminated as in
this Article hereinafter provided), Landlord shall repair the
damage and restore and rebuild the Building and/or the Demised
Premises, at its expense, with reasonable dispatch after notice to
it of the damage or destruction; provided, however, that Landlord
shall not be required to repair or replace any of the Tenant's
Property.
21.02. If the Building or the Demised Premises shall be
partially damaged or partially destroyed by fire or other cause not
attributable to the fault or negligence of Tenant, its agents, or
employees, the rents payable hereunder shall be abated to the
extent that the Demised Premises shall have been rendered
untenantable and for the period from the date of such damage or
destruction to the date the damage shall be repaired or restored;
provided, however, f the damage shall be attributable to the fault
or negligence of tenant, its agents or employees, then rent shall
continue but shall be reduced by any amounts received by Landlord
pursuant to Landlord's coverage for business interruption and/or
rent insurance attributable to the Demised Premises. If the
Demised Premises or a major part thereof shall be totally (which
shall be deemed to include substantially totally) damaged or
destroyed or rendered completely (which shall be deemed to include
substantially completely) untenantable on account of fire or other
cause, the rents shall xxxxx as of the date of the damage or
destruction and until Landlord shall repair, restore, and rebuild
the Building and the Demised Premises, provided, however, that
27
should Tenant reoccupy a portion of the Demised Premises during the
period of restoration work is taking place and prior to the date
that the same are made completely tenantable, rents allocable to
such portion shall be payable by Tenant from the date of such
occupancy.
21.03. If the Building, or the Demised Premises shall be
totally damaged or destroyed by fire or other cause (whether or not
the Demised Premises are damaged or destroyed) as to require a
reasonably estimated expenditure of more than twenty-five percent
(15%) of the full insurable value of the Building immediately prior
to the casualty then in either such case Landlord may terminate
this Lease by giving Tenant notice to such effect within one
hundred eighty (180) days after the date of the casualty. In case
of any damage or destruction mentioned in this Article, Tenant may
terminate the Lease by notice to Landlord, if landlord has not
completed the making of the required repairs and restored and
rebuilt the Building and the Demised Premises within twelve (12)
months from the date of such damage or destruction, or within such
period after such date (not exceeding six (6) months) as shall
equal the aggregate period Landlord may have been delayed in doing
so by adjustment of insurance, labor trouble, governmental
controls, act of God, or any other cause beyond Landlord's
reasonable control.
21.04. No damages, compensation, or claim shall be payable by
Landlord for inconvenience, loss of business, or annoyance arising
from any repair or restoration of any portion of the Demised
Pr mises or of the Building, pursuant to this Article. Landlord
shall use its best efforts to effect such repair or restoration
promptly and in such manner as not unreasonably to interfere with
Tenant's use and occupancy during such time that Tenant is able to
use the Demised Premises during Landlord's restoration.
21.05. Not-withstanding any of the foregoing provisions of
this Article, if Landlord or the lessor of any superior lease or
the holder of any superior mortgage shall be unable to collect all
of the in urance proceeds (including rent insurance proceeds)
applicable to damage or destruction of the Demised Premises or the
Building by fire or other cause, by reason of some action or
inaction on the part of Tenant or any of its employees, agents or
contractors in connection with the processing of any claim, then,
without prejudice to any other remedies which may be available
against Tenant, there shall be no abatement of Tenant's rents.
21.06. Landlord will not carry insurance of any kind on
Tenant's Property, and, except as provided by law or by reason of
its fault or its breach f any of its obligations hereunder, shall
not be obligated to repair any damage thereto or replace the same;
to the extent that Tenant shall maintain insurance on Tenant's
Property, Landlord shall not be obligated to repair any damage
28
thereto or replace the same.
21.07. The provisions of this article shall be considered an
express agreement governing any case of damage or destruction of
the Demised Premises by fire or other casualty, and any law of the
State of New Jersey providing for such a contingency in the absence
of an express agreement, an any other law of like import, now of
hereafter in force, shall have no application in such case.
21.08. If the Demised Premises and/or access thereto become
partially or totally damaged or destroyed by any casualty not
insured against, then Landlord shall have the right to terminate
this Lease upon giving the Tenant thirty (30) days notice and upon
the expiration of said thirty (30) day notice period this Lease
shall terminate as if such termination date were the Expiration
Date.
ARTICLE 22
EMINENT DOMAIN
22.01. If the whole of the Building shall be lawfully taken
by condemnation or in any other manner for a y public or quasi-
public use of purpose, this Lease and the term and estate hereby
granted shall forthwith terminate as of the date of vesting of
title on such taking (which date is herein after also referred to
as the "date of the taking"), and the rents shall be prorated and
adjusted as of such date.
22.02. If any part of the Building shall be so taken, this
Lease shall be unaffected by such taking, except that Tenant may
elect to terminate this Lease in the event of a partial taking, if
the area of the Demised Premises shall not be reasonably sufficient
for Tenant to continu feasible operation of its business. Tenant
shall give notice of such election to Landlord not later than
thirty (30) days after the date of such taking. Upon the giving up
of such notice to Landlord, this Lease shall terminate on the date
of service of notice and the rents apportioned to the part of the
Demised Premises so taken shall be prorated and adjusted as of the
date of the taking and the rents apportioned to the remainder of
the Demised Premises shall be prorated and adjusted as of such
termination date. Upon such partial taking and this Lease
continuing in force as to any part of the Demised Premises, the
rents apportioned to the part taken shall be prorated and adjusted
as of the date of taking and from such date the fixed rent shall be
reduced to the amount apportioned to the remainder of the Demised
Premises and additional rent shall be payable pursuant to Article
5 according to the rentable area remainingg.
22.03. Except as specifically set forth in Section 22.04.
hereof, Landlord shall be entitled to receive the entire award in
29
any proceeding with respect to any taking provided for in this
Article without deduction therefrom for any estate vested in Tenant
by this Lease, and Tenant shall receive no part of such award.
Tenant hereby expressly assigns to Landlord all of its right,
title, and interest in or to every such award.
22.04. If the temporary use or occupancy of all or any part
of the Demised Premises shall be lawfully taken by condemnation or
in any other manner for any public or quasi-public use or purpose
during the term of this Lease, Tenant shall be entitled, except as
hereinafter set xxxx, to receive any award which does not serve to
diminish Landlord's award in any respect and, if so awarded, for
the taking of Tenant's Property and for moving expenses, and
Landlord shall be entitled to receive that portion which represents
reimbursement for the cost of restoration of the Demised Premises.
This Lease shall be and remain unaffected by such taking and Tenant
shall remain responsible for all of its obligations hereunder
insofar as such obligations are not affected by such taking and
shall continue to pay in full the fixed rent and additional rent
when due. If the period of temporary use or occupancy of the
Demised Premises (or a part thereof) shall be divided between
Landlord and Tenant so that Tenant shall receive so much thereof as
represents the period prior to the Expiration Date and Landlord
shall receive so much thereof as represents the period subsequent
to the Expiration Date. All moneys received by Tenant as, or as
part of, an award for temporary use and occupancy for a period
beyond the date to which the rents hereunder have been paid by
Tenant shall be received, held, and applied by Tenant as a trust
fund for payment of the rents falling due hereunder.
22.05. In the event of any taking of less than the whole of
the Building which does not result in a termination of this Lease,
or in the event of a taking for a temporary use or occupancy of al
or any part of the Demised Premises which does not extend beyond
the Expiration Date, Landlord, at its expense, shall proceed with
reasonable diligence to repair, alter, and restore the remaining
parts of the Building and the Demised Premises to substantially
their former condition to the extent that the same may be feasible
and so as to constitute a complete and tenantable Building and
Demised Premises provided that Landlord's liability under this
Section 22.05 shall be limited to the net amount (after deducting
all costs and expenses, including, but not limited to, legal
expenses incurred in connection with the eminent domain proceeding)
received by Landlord as an award arising out of such taking. If
such taking occurs within the last three (3) years of the term of
this Lease, Landlord shall have the right to terminate this Lease
by giving the Tenant written notice to such effect within ninety
(90) days after such taking, and this Lease shall then expire on
that effective date stated in the notice as if that were the
Expiration Date, but the fixed rent and the additional rent shall
be prorated and adjusted as of the date of such taking.
30
22.06. Should any part of the Demised Premises be taken to
effect compliance with any law or requirement or public authority
other than in the manner hereinabove provided in this Article then,
(i) if such compliance is the obligation of Tenant under this
Lease, Tenant shall not be entitled to any diminution or abatement
of rent or other compensation from Landlord therefor, but (ii) if
such compliance is the obligation of Landlord under this Lease, the
fixed rent hereunder shall be reduced and additional rents under
Article 5 shall be adjusted in the same manner as is provided in
Section 22.02 according to the reduction in rentable area of the
Demised Premises resulting from such taking.
22.07. Any dispute which may arise between the parties with
respect to the meaning of any of the provisions of this Article
shall be determined by arbitration in the manner provided in
Article 33.
y
therefrom except as otherwise expressly provided in this Lease.
Landlord reserves the right to require Tenant to remove all items
installed by, for or on behalf of Tenant in excess of the Building
standard items ("Landlord's Work").
ARTICLE 24
CONDITIONS OF LIMITATION
24.01. This Lease and the term and estate hereby granted are
subject to the limitation that whenever Tenant shall make an
assignment of the property of Tenant for the benefit of creditors,
or shall file a voluntary petition under any bankruptcy or
insolvency law, or an involuntary petition alleging an act of
bankruptcy or insolvency shall be filed against Tenant under any
bankruptcy or insolvency law, or whenever a petition shall be filed
by or against Tenant under the reorganization provisions of the
United States Bankruptcy Act or under the provisions of any law of
like imports or whenever a petition shall be filed by Tenant under
the arrangement provisions of any law of like import, whenever a
permanent receiver of Tenant or of or for the property of Tenant
shall be appointed, then Landlord, (a) at any time of receipt of
31
notice of the occurrence of any such event, or (b) if such event
occurs without the acquiescence of Tenant, at any time after the
event continues for thirty (30) days, Landlord may give Tenant a
notice of intention to end the term of this Lease at the expiration
of five (5) days from the date of service of such notice of
intention, and upon the expiration of said five (5) day period this
Lease and the term and estate hereby granted, whether or not the
term shall theretofore have commenced, shall terminate with the
same effect as if that day were the Expiration Date, but Tenant
shall remain liable for damages as provided in Article 26.
24.02. This Lease and the term and estate hereby granted
are subject to the further limitation that:
(a) Whenever Tenant shall default in the payment of installment of
fixed rent, or in the payment of any additional rent or any other
charge payable by Tenant to Landlord, or any day upon which the
same ought to be paid, and such default shall contin e for five (5)
days after written notice thereof; or
(b) Whenever Tenant shall do or permit anything to be done,
whether by action or inaction, contrary to any of Tenant's
obligations hereunder, and if such situation shall continue, and
shall not be remedied by Tenant within thirty ( 0) days after
Landlord shall have given to Tenant a written notice specifying the
same, or, in the case of a happening or default which cannot with
due diligence be cured within a period of thirty (30) days and the
continuance of which for the period required for cure will not
subject Landlord to risk of criminal liability or termination of
any superior Lease or foreclosure of any superior mortgage if
Tenant shall not, (i) within said thirty (30) day period advise
Landlord of Tenant's intention to duly institute all steps
necessary to remedy such situation; (ii) duly institute within said
thirty (30) day period, and thereafter diligently prosecute to
completion all steps necessary to remedy the same; (iii) complete
such remedy within such time after the date of giving of said
notice to Landlord as shall reasonably be necessary; or
(c) Whenever any event shall occur or any contingency shall
arise whereby this Lease or the estate hereby granted or the
unexpired balance of the term hereof would, by operation of law or
otherwise, devolve u on or pass to any person, firm, or coporation
other than Tenant, except as expressly permitted by Article 8; or
(d) Whenever Tenant shall abandon the Demised Premises
(unless as a result of a casualty), or
(e) If Tenant shall default in the timely payment of rent or
additional rent and any such default shall continue to be repeated
for two (2) consecutive months or for a total of four (4) months in
any period of twelve (12) months, or more than three (3) times in
any six (6) month period, then, notwithstanding that such defaults
32
shall have each been cured within the applicable period, any
similar default shall be deemed to be deliberate and Landlord may
thereafter serve a notice of termination upon Tenant without
affording to Tenant opportunity to cure such default; then, and in
any of the foregoing cases, this Lease and the term and estate
hereby granted, whether or not the term shall theretofore have
commenced, shall, if the Landlord so elects, terminate upon ten
(10) days written notice by Landlord to Tenant of Landlord's
election to terminate the Lease and the term hereof shall expire
and come end on the date fixed in such notice, with the same effect
as if that day were the Expiration Date, but Tenant shall remain
liable for the rent and additional rent which subsequently accrues
and for damages as provided in Article 26.
ARTICLE 25
RE-ENTRY BY LANDLORD
25.01. If Tenant shall default in the payment of any
installment of fixed rent, or of any installment of additional
rent, on any date upon which the same ought to be paid and if such
default shall continue for five (5) days after written notice
thereof, or if this Lease shall expire as provided in Article 24,
Landlord or Landlord's agents and employees may immediately or at
any time thereafter re-enter the Demised Premises, or any part
thereof, in t e name of the whole, either by summary dispossess
proceedings or by any suitable action or proceeding at law, or by
force or otherwise, without being liable to indictment, prosecution
or damages therefor, and may repossess the same, and may remove any
persons therefrom, to the end that Landlord may have, hold, and
enjoy the Demised Premises again as and of its first estate and
interest therein. The word "re-enter", as herein used, is not
restricted to its technical legal meaning. In the event of any
termination of this Lease under the provisions of Article 24 or if
Landlord shall re-enter the Demised Premises under the provisions
of this Article or in the event of the termination of this Lease,
or of re-entry, by or under any summary dispossess or other
proceeding or action or any provision of law by reason of default
hereunder on the part of Tenant, Tenant shall thereupon pay to
Landlord the fixed rent and additional rent payable by Tenant to
Landlord up to the time of such termination of this Lease, or of
such recovery of possession or the Demised Premises by Landlord, as
the case may be, and shall also pay to Landlord damages as provided
in Article 26.
25.02. In the event of a breach or threatened breach by
Landlord or Tenant of any of their respective obligations under
this Lease, ither Landlord or Tenant, as the case may be, shall
also have the right of injunction. The special remedies hereunder
are cumulative and are not intended to be exclusive of any
other remedies or means of redress to which the parties may
33
lawfully be entitled at any time.
25.03. If this Lease shall terminate under the provisions of
Article 24, or if Landlord shall re-enter the Demised Premises
under the provisions of this Article, or in the event of any
termination of this Lease, or of re-entry, by or under any summary
dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Landlord shall
be entitled to retain all moneys, if any, paid by Tenant to
Landlord, whether as advance rent, security, or otherwise, but such
moneys shall be credited by Landlord against any fixed rent or
additional rent due from Tenant at the time of such termination or
re-entry or, at Landlord's option, against any damages payable by
Tenant under Article 26 or pursuant to law.
ARTICLE 26
DAMAGES
26.01. If this Lease is terminated under the provisions of
Article 24, or if Landlord shall re-enter the Demised Premises
under the provisions of Article 25, or in the event of the
termination of this Lease, or of reentry, by or unde any summary
dispossess or other proceeding or action of any provision of law by
reason of default hereunder on the part of Tenant, Tenant shall pay
to Landlord as damages, at the election of landlord, either
(a) A sum which at the time of such termination of this
Lease or at the time of any such re-entry by Landlord, as the case
may be, represents the then value of the excess, if any, of (i) the
aggregate of the fixed rent and the additional rent payable
hereunder which would have been payable by Tenant (conclusively
presuming the additional rent to be the same as was payable or the
year immediately preceding such termination) for the period
commencing with such earlier termination of this Lease or the date
of any such re-entry, as the case may be, and ending with the
Expiration Date, had this Lease not so terminated or had Landlord
not so reentered the Demised Premises, over (ii) the aggregate
rental value of the Demised Premises for the same period, or
(b) Sums equal to the fixed rent and the additional rent
(as above presumed) payable hereunder which would have been payable
by Tenant had this Lease not so terminated, or had Landlord not so
re-en ered the Demised Premises, payable upon the due dates
therefor specified herein following such termination or such re-
entry and until the Expiration Date, provided, however, that if
Landlord shall relet the Demised Premises during said period,
Landlord shall credit Tenant with the net rents received by
Landlord from such reletting, such net rents to be determined by
first deducting from the gross rents as and when received by
Landlord from such reletting, the expenses incurred or paid by
34
Landlord in terminating this Lease or in reentering the Demised
Premises and in securing possession thereof, as well as the
expenses of reletting, including altering and preparing the Demised
Premises for new tenants, brokers' commissions, and all other
expenses properly chargeable against the Demised Premises and the
rental therefrom; it being understood that any such reletting may
be for a period shorter or longer than the remaining term of this
Lease; but in no event shall Tenant be entitled to receive any
excess of such net rents over the sums payable by Tenant to
Landlord hereunder, nor shall Tenant be entitled in any suit for
the collection of damages pursuant to this Subsection to a credit
in respect of any net rents from a reletting, except to the extent
that such net rents are actually received by Landlord. If the
Demised Premises or any part thereof should be relet in combination
with other space, then proper apportionment on a square foot basis
shall be made of the rent received from such reletting and of the
expenses of reletting.
If the Demised Premises or any part thereof to be relet by
Landlord for the unexpired portion of the term of this Lease, or
any part thereof, before presentation of proof of such damages to
any court, commission or tribunal, the amount of rent reserved upon
such reletting shall, prima facie, be the fair and reasonable
rental value for the Demised Premises, or part thereof, so relet
during the term of the reletting.
26.02. Suit or suits for the recovery of such damages, or
any installments thereof, may be brought by Landlord from time to
time at its election, and nothing contained herein shall be deeme
to require Landlord to postpone suit until the date when the term
of this Lease would have expired if it had not been so terminated
under the provisions of Article 24, or under any provision of law,
or had Landlord not re-entered the Demised Premises. Nothing
herein contained shall be construed to limit or preclude recovery
by Landlord against Tenant of any sums or damages to which, in
addition to the damages particularly provided above, Landlord may
lawfully be entitled by reason of any default hereunder on the part
of Tenant. Nothing herein contained shall be construed to limit or
prejudice the right of Landlord to seek and obtain as liquidated
damages by reason of the termination of this Lease or re-entry on
the Demised Premises for the default of Tenant under this Lease, an
amount equal to the maximum allowed by any statute or rule of law
in effect at the time 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 any of the sums referred to in
Section 26.01.
26.03. In addition to the forego ng and without regard to
whether this Lease is terminated, Tenant shall pay to Landlord upon
demand, all costs and expenses incurred by Landlord, including
reasonable attorney's fees, with respect to any lawsuit instituted
or defended or any action taken by Landlord to enforce all or any
35
of the provisions of this Lease.
ARTICLE 27
WAIVERS
27.01. Tenant, for Tenant, and on behalf of any and all
persons claiming through or under Tenant, including creditors of
all kinds, does hereby waive and surrender al right and privilege
which they or any of them might have under or by reason of any
present or future law, to redeem the Demised Premises or to have a
continuance of this Lease for the term hereby demised after being
dispossessed or ejected therefrom by process of law or under the
terms of this Lease or after the termination of this Lease as
herein provided.
27.02. In the event that Tenant is in arrears in payment of
fixed rent or additional rent hereunder, Tenant waives Tenant's
right, if any, to designate the items against which any payments
made by Tenant are to be credited, and Tenant agrees that Landlord
may apply any payments made by Tenant to any items it sees fit,
irrespective of and notwithstanding any designation or request by
Tenant as to the items against which any such payments shall be
credited.
27.03. Landlord and Tenant hereby waive trial by jury in any
action, proceeding or counterclaim brought by either against the
other on a y matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Demised Premises, including any
claim of injury or damage, or any emergency or other statutory
remedy with respect thereto.
27.04. The provisions in Articles 16 and 17 shall be
considered express agreements governing the services to be
furnished by Landlord, and Tenant agrees that any laws and/or
requirements of public authorities, now or hereafter in force,
shall have no application in connection with any enlargement of
landlord' obligations with respect to such services.
ARTICLE 28
NO OTHER WAIVERS OR MODIFICATIONS
28.01. The failure of either party to insist in any one or
more instances upon the strict performance of any one or more of
the obligations of this Lease, or to exercise any election herein
contained, shall not be construed as a waiver or relinquishment for
the future of the performance of such one or more obligations of
this Lease or of the fight to exercise such election, but the same
36
shall co tinue and remain in full force and effect with respect to
any subsequent breach, act, or omission. No executory agreement
hereafter made between Landlord and Tenant shall be effective to
change, modify, waive, release, discharge, terminate or effect an
abandonment of this Lease, in whole or in part, unless such
executory agreement is in writing, refers expressly to this Lease
and is signed by the party against whom enforcement of the change,
modification, waiver, release, discharge, or termination of
effectuation of the abandonment is sought.
28.02. Without limiting Section 28.01, the following
provisions shall also apply:
(a) No agreement to accept a surrender of all or any part of
the Demised Premises shall be valid unless in writing and signed by
Landlord. The delivery of keys to an employee of Landlord or of
its agent shall not operate as a termination of this Lease or a
surrender of the Demised Premises. If Tenant shall t any time
request Landlord to sublet the Demised Premises for Tenant's
account, Landlord or its agent is authorized to receive said keys
for such purposes without releasing Tenant from any of its
obligations under this Lease, and Tenant hereby releases Landlord
from any liability for loss or damage to an y of Tenant's property
in connection with such subletting.
(b) The receipt by Landlord of rent with knowledge of breach
of any obligation of this Lease shall not be deemed a waiver of
such breach.
(c) No payment by Tenant or receipt y Landlord of a lesser
amount than the correct fixed rent or additional rent due hereunder
shall be deemed to be other than a payment on account, nor shall
any endorsement or statement on any check or any letter
accompanying any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance or pursue any
other remedy in this Lease or at law provided.
ARTICLE 29
CURING TENANT'S DEFAULTS
29.01. If Tenant shall default in the performance of any of
Tenant's obligations under this Lease, Landlord, without thereby
waiving such default, may (but shall not be obligated to) perform
the same for the account and at the expense of Tenant, without
notice, in a case of emergency, and in any other case, only if such
default continues after the expiration of (i) ten (1O) days from
the date Landlord gives Tenant notice of intention so to do, or
(ii) the applicable grace period provided in Section 24.02 or
elsewhere in this Lease for cure of such default, whichever occurs
37
later.
29.02. Bills, invo ces and purchase orders for any and all
costs, charges, and expenses incurred by Landlord in connection
with any such performance by it for the account of Tenant,
including reasonable counsel fees, involved in collecting or
endeavoring to collect the fixed rent or additional rent or any
part thereof, or enforcing or endeavoring to enforce any rights
against Tenant, under or in connection with this Lease, or pursuant
to law, including any such cost, expense, and disbursement involved
in instituting and prosecuting summary proceedings, may be sent by
Landlord to Tenant monthly, or immediately, at Landlord's option,
and, shall be due and payable in accordance with the terms of such
bills.
ARTICLE 30
BROKER
30.01. Tenant covenants, warrants, and represents that there
was no broker except WEICHERT COMMERCIAL, ("Broker") instrumental
in consummating this Lease and that no conversations or
negotiations were had with any broker except Broker concerning the
renting of the Demised Premises. Tenant agrees to hold Landlord
harmless against any claims for a broke age commission arising out
of any conversations or negotiations had by Tenant with any broker
except Broker. Landlord agrees to pay Broker pursuant to a
separate agreement.
ARTICLE 31
NOTICES
31.01. Any notice, statement, demand, or oth r
communications required or permitted to be given, rendered, or made
by either party to the other, pursuant to this Lease or pursuant to
any applicable law or requirement of public authority, shall be in
writing (whether or not so stated elsewhere in this Lease) and
shall be deemed to have been properly given, rendered or made, if
sent by registered or certified mail, return receipt requested,
addressed to the other party at the address hereinafter set forth
(except that after the Commencement Date, Tenant's address, unless
Tenant shall give notice to the contrary, shall be the Building)
and shall be deemed to have been given, rendered, or made on the
date following the date of mailing. Either party may, by notice as
aforesaid, designate a different address or addresses for notices,
statements, demands, or other communications intended for it. In
the event of the cessation of any mail delivery for any reason,
personal delivery shall be substituted for the aforedescribed
method of serving notices.
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ARTICLE 32
ESTOPPEL CERTIFICATE
32.01. Tenant agrees, when requested by Landlord, to execute
and deliver to Landlord a statement certifying that this Lease is
unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as
modified and stating the modifications), certifying the dates to
which the fixed ren and additional rent have been paid, whether
any dispute exists with respect thereto and stating whether or not,
to Tenant's best knowledge, Landlord is in default in performance
of any of its obligations under this Lease, and, if so, specifying
each such default of which Tenant may have knowledge, it being
intended that any such statement delivered pursuant hereto may be
relied upon by others. Such statement shall be served upon
Landlord by Tenant within ten (10) days of Landlord's request. If
Tenant fails to deliver such notice, Landlord shall be deemed
appointed as Tenant's attorney-in-fact to prepare and deliver such
notice on behalf of Tenant, and Tenant shall be deemed bound
thereby upon Landlord's furnishing a copy of the notice to Tenant.
ARTICLE 33
ARBITRATION
33.01. The parties hereto shall not be deemed to have agreed
to determination of any dispute arising out of this Lease by
arbitration unless determination in such manner shall have been
specifically provided for in this Lease.
33.02. The party desiring arbitration shall give notice to
that effect to the other party and shall in such notice appoint a
person as arbitrator on its behalf. Within ten (10) days, the
other party by notice to the original party shall appoint a second
person as arbitrator on its behalf. The arbitrators thus appointed
shall appoint a third person, and such three arbitrators shall s
promptly as possible determine such matter, provided, however that:
(a) If the second arbitrator shall not have been
appointed as aforesaid, the first arbitrator shall proceed to
determine such matter; and
(b) If the two arbitrators appointed by the parties shall
be unable to agree, within ten (1O) days after the appointment of
the second arbitrator, up n the appointment of a third arbitrator,
they shall give written notice to the parties of such failure to
agree, and, if the parties fail to agree upon the selection of such
third arbitrator within ten (1O) days after the arbitrators
appointed by the parties give notice as aforesaid, then within five
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(5) days thereafter either of the parties upon notice to the other
party may request such appointment by the American Arbitration
Association (or any organization successor thereto), or in its
absence, refusal, failure or inability to act, may apply for a
court appointment of such arbitrator.
33.03. Each arbitrator shall be a fit and impartial person
who shall have had at least five years experience in a calling
connected with the matter of dispute.
33.04. The arbitration shall be conducted, to the extent
consistent with this Article, in accordance with the then
prevailing rules of the American Arbitration Association (or any
organization successor thereto). The arbitrators shall render
their decision and award, upon the concurrence of at least two of
their number, within thirty (30) days after the appointment of the
third arbitrator. Such decision and award shall be in writing and
shall be final and conclusive on the paraties, and counterpart
copies thereof shall be delivered to each of the parties. In
rendering such decision and award, the arbitrators shall not add
to, subtract from, or otherwise modify the provisions of this
Lease. Judgment may be had on the decision and aware of the
arbitrator(s) so rendered in any court of competent jurisdiction.
33.05. Each party shall pay the fees and expenses of the one
of the two original arbitrators appointed by or for such party and
the fees and expenses of the third arb trator and all other
expenses of the arbitration (other than the fees and disbursement
of attorneys or witnesses for each party) shall be borne by the
parties equally.
33.06. Notwithstanding the provisions of this Article, if any
delay in complying with any requirements of this Lease by Tenant
might subject Landlord to any fine or penalty, or to prosecution
for a crime, or if it would constitute a default by Landlord under
any mortgage, Landlord may exercise its right under Article 29, to
remedy such default and in such event the sole question to be
determined by the arbitrators under this Article, shall be whether
Tenant is liable for Landlord's cost and expenses of curing such
default.
ARTICLE 34
NO OTHER REPRESENTATIONS, CONSTRUCTION, GOVERNING LAW
34.01. Tenant expressly acknowledges and agrees that
Landlord has not made and is not making, and Tenant, in executing
delivering this Lease, is not relying upon, any warranties,
representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease. It is understood
and agreed that all understandings and agreements heretofore had
40
between the parties are merged in the Lease, which alone fully and
completely express their agreements and that athe same are entered
into after full investigation, neither party relying upon any
statement or representation not embodied in the Lease made by the
other.
34.02. If any of the provision of this Lease, or the
application thereof to any person or circumstances, shall, to any
extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such provision or provisions to persons or
circumstances other than those as to whom it is held invalid or
unenforceable, shall be affected thereby, and every provision of
this Lease shall be valid and enforceable to the fullest extent
permitted by law.
34.03. This Lease shall be governed in all respects by the
laws of the State of New Jersey.
ARTICLE 35
SECURITY
35.01. Tenant shall deposit with Landlord the sum of
$4,250.00 upon the execution of this Lease. Said deposit
(sometimes referred to as the "Security Deposit") shall be held by
Landlord as security for the faithful performance by Tenant of all
the terms of the Lease by said Tenant to be observed and performed.
The Security Deposit shall not and may not be mortgaged, assigned,
transferred, or encumbered by Tenant, without the wri ten consent
of Landlord, and any such act on the part of Tenant shall be
without force and effect and shall not be payable by Tenant to
Landlord shall be overdue and unpaid, or if Landlord makes payment
on behalf of Tenant, or if Tenant shall fail to perform any of the
terms, covenants, and conditions of the Lease, then Landlord may,
at its option and without prejudice to a ny other remedy which
Landlord may have on account thereof, appropriate and apply the
entire Security Deposit or so much thereof as may be necessary to
compensate Landlord toward the payment of fixed or additional rent
and any loss or damage sustained by Landlord due to such breach on
the part of Tenant, plus expenses; and Tenant shall forthwith upon
demand restore the Security Deposit to the original sum deposited.
The issuance of a warrant and/or the re-entering of the Demised
Premises by Landlord for any default on the part of Tenant or for
any other reason prior to the expiration of the term shall not be
deemed such a termination of the Lease as to entitle Tenant to the
recovery of the Security Deposit. If Tenant complies with all of
the terms, covenants, and conditions of the Lease and pays all of
the fixed and additional rent and all other sums payable by Tenant
to Landlord as they fall due, the Security Deposit shall be
promptly returned in full to Tenant after the expiration of the
41
term of the Lease and Tenant's satisfaction of all its obligations
accruing prior to the Lease expiration date. In the event of
bankruptcy or other creditor-debtor proceedings against Tenant, the
Security Deposit and all other securities shall be deemed to be
applied first to the payment of fixed and additional rent and other
charges due Landlord for all periods prior to the filing of such
proceedings. In the event of sale by Landlord of the Building,
landlord may deliver the then balance of the Security Deposit to
the transferee of Landlord's interest in the Demised Premises ad
Landlord shall thereupon be discharged from any further liability
with respect to the Security Deposit ad this provision shall also
apply to any subsequent transferees. No holder of a superior
mortgage or a lessor's interest in a superior lease to which the
Lease is subordinate shall be responsible in connection with the
Security Deposit, by way of credit or payment of any fixed or
additional rent, or otherwise, unless such mortgagee or lessor
actually shall have received the entire Security Deposit.
ARTICLE 36
PARTIES BOUND
36.01. The obligation of this Lease shall bind and benefit
the successors and assigns of the parties with the same effect as
if mentioned in each instance where a party is named or referred
to, except that no violation of the pr visions of Article 8 shall
operate to vest any rights in any successor or assignee of Tenant
and that the provisions of this Article shall not be construed as
modifying the conditions of limitation contained in Article 24.
However, the obligations of Landlord under this Lease shall not be
binding upon Landlord herein named with respect to any period
subsequent to the transfer of its interest in the Building as owner
or lessee thereof and in event of such transfer said obligations
shall thereafter be binding upon each transferee of the interest of
Landlord herein named as such owner or lessee of the Building, but
only with respect to the period ending with a subsequent transfer
within the meaning of this Article.
36.02. If Landlord shall be an individual, joint venture,
tenancy in common, partnership, unincorporated association, or
other unincorporated aggregate of individuals and/or entities or a
corporation, Tenant shall look only to such Landlord's estate and
property in the Building (or the proceeds thereof) and, where
expressly so provided in this Lease, to offset against th rents
payable under this Lease for the collection of a judgment (or other
judicial process) which requires the payment of money by Landlord
in the event of any default by Landlord hereunder. No other
property or assets of such Landlord shall be subject to levy,
execution or other enforcement procedure for the satisfaction of
Tenant's remedies under or with respect to this Lease, the
relationship of Landlord and Tenant hereunder or Tenant's use or
42
occupancy of the Demised Premises. Further, Tenant agrees that
Landlord shall not be liable to Tenant for any special, indirect,
or consequential damages arising out of landlord's breach of this
Lease.
ARTICLE 37
CONSENTS
37.01. Wherever it is specifically provided in this Lease
that a party's consent is not to be unreasonably withheld, a
response to a request for such consent shall also not be
unreasonably delayed. If either Landlord or Tenant considers that
the other had unreasonably withheld or delayed a consent, it shall
so notify the other party within ten (10) days after receipt of
notice of denial of the requested consent or, in case notice of
denial is not received, within twenty (20) days after making its
request for the consent.
37.02. Tenant hereby waives any claim against Landlord which
it may have based upon any assertion that Landlord has unreasonably
withheld or unreasonably delayed any such consent, and Tenant
agrees that its sole remedy shall be an action or proceeding to
enforce any such provision or for specific performance, injunction
or declaratory judgment. In the event of such determination, the
requested consent shall be deemed to have been granted, however,
Landlord shall have no liability to Tenant for its refusal or
failure to give such consent. The sole remedy for Landlord's
unreasonably withholding or delaying of consent shall be as
provided in this Article.
ARTICLE 38
MORTGAGE FINANCING - TENANT COOPERATION
38.01. In the event that Landlord desires to seek mortgage
financing secured by the Demised Premises, Tenant agrees to
cooperate with Landlord in the making of any application(s) by
Landlord or such financing including the delivery to Landlord's
mortgage broker or mortgagee, of such information as they shall
require with respect to enant's occupancy of the Demised Premises,
including, but not limited to the current financial statement of
Tenant, but Tenant shall not be required to deliver such
information directly to Landlord, all of the above to be at no cost
and expense of Tenant. In the event that Landlord's mortgagee
shall request changes to the within Lease in order to make same
acceptable to Landlord's mortgagee, Tenant agrees to consent to
such changes, provided such changes shall not affect the term of
this Lease nor the financial obligations of tenant hereunder.
43
ARTICLE 39
ENVIRONMENTAL COMPLIANCE
39.01. Tenant shall, at Tenant's sole cost and expense, comply
with the New Jersey Industrial Site Recovery Act and the
regulations promulgated thereunder (referred to as ISRA") as same
relate to Tenant's occupancy of the Demised Premises, as well as
all other state, federal or local environmental law, ordinance,
rule, or regulation either in existence as of the date hereof or
enacted or promulgated after the date of this Lease, that concern
the management, control, discharge, treatment and/or removal of
hazardous discharges or otherwise affecting or affected by Tenant's
use and occupancy of the Demised Premises. Tenant represents that
Tenant's SIC number is 7873, and does not subject it to ISRA.
Tenant shall, at Tenant's own expense, make all submissions to,
provide all information to, and comply with all requirements of the
Bureau of Industrial Site Evaluation (the "Bureau") of the New
Jersey Department of Environmental Protection ("NJDEP"). Should
the Bureau or any other division of NJDEP, pursuant to any other
environmental law, rule, or regulation, determine that a cleanup
plan be prepared and that a cleanup be undertaken because of any
spills or discharge of hazardous substances or wastes at the
Demised Premises which occur during the term of this Lease and were
caused by Tenant or its assents or contractors, then Tenant shall,
at Tenant's own expense prepare and submit the required plans and
financial assurances, and carry out the approved plans. In the
event that Landlord shall have to comply with ISRA by reason of
Landlord's actions, Tenant shall promptly provide all information
requested by Landlord for preparation of non-applicability
affidavits or a Negative Declaration and shall promptly sign such
affidavits when requested by Landlord. Tenant shall indemnify,
defend, and save harmless Landlord from all fines, suits,
procedures, claims, and actions of any kind arising out of or in
any way connected with any spills or discharges of hazardous
substances or wastes at the Demised Premises which occur during the
term of this Lease and were caused by Tenant or its agents or
contractors, and from all fines, suits, procedures, claims, and
actions of any kind arising out of Tenant's failure to provide all
information, make all submission and take all actions required by
the Bureau or any other division of NJDEP. Tenant's obligations and
liabilities under this Paragraph shall continue so long as Landlord
remains responsible for any spills or discharges of hazardous
substances or wastes at the Demised Premises which occur during the
term of this Lease and were caused by Tenant or its agents or
contractors. Tenant's failure to abide by the terms of this
paragraph shall be restrainable by injunction. Tenant shall have
no responsibility to obtain a "Negative Declaration" or "Letter of
Non-Applicability" from the NJIDEP if the sole reason for obtaining
same is in connection with a sale or other disposition of the real
estate by Landlord but Tenant agrees to cooperate with Landlord in
Landlord's effort to obtain same and shall perform at Tenant's
44
expense any clean up required by reason of Tenant's use and
occupancy of the Demised Premises.
ARTICLE 40
HOLDING OVER
40.01 Tenant will have no right to remain in possession of
all or part of the Demised Premises after the expiration of the
term. If Tenant remains in possession of all or any part of the
Demised Premises after the expiration of the Lease, without the
express consent of Landlord: (a) such tenancy will be deemed to be
a periodic tenancy from month-to-month only; (b) such tenancy will
not constitute a renewal or extension of this Lease for any further
term; (c) such tenancy may be terminated by Landlord upon the
earlier of (i) thirty (30) days prior written notice, or (ii) the
earliest date permitted by law. In such event, monthly rent will
be increased to an amount equal to two hundred percent (200%) of
the monthly rent payable during the last month of the term, and any
other sums due under this Lease will be payable in the amount and
at the times specified in this Lease. Such month-to-month tenancy
will be subject to every other term, condition, and covenant
contained in this Lease. The provisions of this Section shall not
be construed to relieve Tenant from liability to Landlord for
damages resulting from any such holding over, or preclude Landlord
from implementing summary dispossess proceedings.
ARTICLE 41
CERTAIN DEFINITIONS AND CONSTRUCTIONS
41.01. For the purpose of this Lease and all agreements
supplemental to this Lease, unless the context otherwise requires,
the definitions set forth in Exhibit F annexed hereto shall be
utilized.
41.02. The various terms which are italicized and defined in
other Articles of this Lease or are defined in Exhibits annexed
hereto, shall have the meanings specified in such other Articles
and such Exhibits for all purposes of this Lease and all agreement
supplemental thereto, unless the context shall otherwise require.
41.03. The submission of this Lease for examination does not
constitute a reservation of, or option for, the Demised Premises,
and this Lease becomes effective as a Lease only upon execution and
delivery thereof by Landlord and Tenant.
41.04. The Article headings in this Lease and the Inde
prefixed to this Lease are inserted only as a matter of convenience
in reference and are not to be given any effect whatsoever in
45
construing this Lease.
ARTICLE 42
RELOCATION OF TENANT
42.01. Landlord at its sole expense, on at least sixty (60)
days prior written notice, may require Tenant to move from the
Demised Premises to another location of comparable size and decor
in the Building in order to permit Landlord to consolidate the
Demised Premises with other space in the Building for future
occupancy (provided, however, that in event of receipt of any such
notice, Tenant by written notice to Landlord may elect not to move
to the other space and in lieu thereof may terminate this Lease).
In the event of any such relocation, Landlord shall be responsible
for the expenses of preparing and decorating the relocated premises
so that they will be substantially similar to the Demised Premises.
Notwithstanding the foregoing Landlord shall be entitled to rescind
its notice of relocation within forty-five (45) days of its having
forwarded to Tenant the notice of relocation or within forty-eight
(48) hours of Tenant having properly elected to terminate this
Lease. In the event Landlord rescinds the notice as aforesaid,
this Lease shall continue in full force and effect.
ARTICLE 43
OPTION TO RENEW
43.01. Provided that Tenant is not then in default of the
terms, covenants, and provisions of this Lease, Landlord hereby
grants to Tenant the right to renew the term of this Lease for one
(1) additional period of five (5) years (the "Renewal Period")
commencing on the day after the initial Expiration Date upon the
same terms and conditions as set forth in this Lease other than the
fixed annual rental which shall be the Fair Market Rental of the
Demised Premises at the time of the commenc ment of the Renewal
Period, adjusting as necessary for the lapse of time between the
date of Tenant's notification of intent to exercise its option to
renew and the date on which the Renewal Period is scheduled to
commence but in no event shall be less than the fixed rent during
the initial term. Said fixed annual rental shall be payable in
equal monthly installments in advance on the first day of each and
every month of the Renewal Period. The base year for calculation
of additional rent for increase in taxes and operating expenses for
the Renewal period shall be as initially established in this Lease.
Tenant shall exercise the within Option by giving written notice to
Landlord not later than nine (9) months prior to the initial
Expiration Date, TIME BEING OF THE ESSENCE. If Tenant fails to
give such notice, Tenant will be deemed to have waived such Renewal
Option and the provisions of this Section shall be null and void.
46
Fair Market Value shall mean the rents obtainable for comparable
space in the Union, New Jersey market area.
IN WITNESS WHE EOF, Landlord and Tenant have duly executed
this Lease as of the day and year first above written.
47
WITNESS: LANDLORD:
UNICORN INVESTMENTS,
a New Jersey General
Partnership
______________________ _____________________________
By: Xxxxxxxx Xxxxxxx
Title General Partner
ATTEST: TENANT:
CORPORATE TRAVEL LINK, INC.
a New Jersey Corporation
______________________ _____________________________
By:
Title: Vice President
48
