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Sample Business ContractsHome: Sample Business Contracts:
LEASE
between
CIN EAGLE ROCK, L.L.C.,
"Landlord"
and
ARIS CORPORATION,
"Tenant"
June 16, 2000
<PAGE> 2
TABLE OF CONTENTS
ARTICLE 1 - BUILDING, PREMISES AND TERM.................................... 1
1.1. Building....................................................... 1
1.2. Premises....................................................... 1
1.3. Term........................................................... 1
1.4. Delivery and Acceptance of Premises............................ 3
1.5. Initial Tenant Work............................................ 3
ARTICLE 2 - RENT........................................................... 5
2.1. Rent - Generally............................................... 5
2.2. Fixed Rent..................................................... 6
2.3. Tax Payments................................................... 6
2.4. Operating Payments............................................. 9
ARTICLE 3 - TENANT'S USE AND OCCUPANCY..................................... 12
3.1. Use of Premises................................................ 12
3.2. Building Rules and Regulations................................. 12
3.3. Use of Public Areas............................................ 12
3.4. Parking........................................................ 13
3.5. Tenant's Signage............................................... 13
ARTICLE 4 - UTILITIES AND SERVICES......................................... 14
4.1. Definitions.................................................... 14
4.2. Electricity.................................................... 14
4.3. Water.......................................................... 15
4.4. HVAC Service................................................... 16
4.5. Access......................................................... 17
4.6. Cleaning....................................................... 17
4.7. Building Directory............................................. 17
4.8. Interruptions.................................................. 17
ARTICLE 5 - TENANT'S ALTERATIONS, IMPROVEMENTS AND PROPERTY................ 18
5.1. Tenant's Alterations........................................... 18
5.2. Tenant's Improvements and Tenant's Property.................... 19
5.3. Title, Mechanics Liens, Union Conflicts, Etc. ................. 20
ARTICLE 6 - RESERVATION OF REAL PROPERTY; LANDLORD'S ACCESS................ 21
6.1. Reservation of Real Property................................... 21
6.2. Landlord's Access to Premises.................................. 21
ARTICLE 7 - QUIET ENJOYMENT; UNDERLYING INTERESTS.......................... 22
7.1. Quiet Enjoyment................................................ 22
7.2. Underlying Interests........................................... 22
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ARTICLE 8 - BASIC LEASE OBLIGATIONS........................................ 23
8.1. Insurance...................................................... 23
8.2. Indemnification................................................ 24
8.3. Compliance with Laws........................................... 25
8.4. Repairs and Maintenance........................................ 25
8.5. Damage and Destruction......................................... 26
8.6. Condemnation................................................... 27
8.7. Compliance with ISRA........................................... 27
8.8. Spill Act...................................................... 31
8.9. Other Environmental Laws....................................... 32
ARTICLE 9 - ASSIGNMENT, SUBLETTING AND MORTGAGING.......................... 33
9.1. General Prohibition............................................ 33
9.2. Recapture...................................................... 33
9.3. Consent........................................................ 34
9.4. Profits........................................................ 35
9.5. Miscellaneous.................................................. 36
ARTICLE 10 - SURRENDER; HOLDOVER........................................... 38
10.1. Surrender...................................................... 38
10.2. Holdover....................................................... 38
ARTICLE 11 - DEFAULT BY TENANT; LANDLORD'S REMEDIES........................ 39
11.1. Events of Default.............................................. 39
11.2. Termination, Re-Entry, Damages, Etc............................ 40
11.3. Late Payments of Rent.......................................... 41
11.4. Landlord's Cure and Enforcement Rights......................... 41
11.5. Additional Remedies............................................ 42
11.6. Security....................................................... 42
11.7. Lien on Personal Property...................................... 43
ARTICLE 12 - LIMITATIONS ON LANDLORD'S LIABILITY........................... 43
12.1. Limitation to Landlord's Estate................................ 43
12.2. No Liability For Certain Damages, Etc. ........................ 43
12.3. Events of Force Majeure........................................ 43
12.4. Withholding of Consents/Approvals.............................. 43
ARTICLE 13 - GENERAL DEFINITIONS........................................... 44
13.1. General Definitions............................................ 44
13.2. Terms, Phases and References................................... 47
ARTICLE 14 - MISCELLANEOUS................................................. 48
14.1. Notices........................................................ 48
14.2. Brokerage...................................................... 49
14.3. Estoppel Certificates.......................................... 49
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14.4. Affirmative Waivers............................................ 49
14.5. No Waivers..................................................... 49
14.6. No Representations............................................. 50
14.7. Memorandum of Lease............................................ 50
14.8. Partnership Tenant............................................. 50
14.9. Authority of Tenant............................................ 50
14.10. Governing Law.................................................. 50
14.11. Entire Agreement; Modifications................................ 50
14.12. Severability................................................... 51
14.13. Interpretation................................................. 51
14.14. No Third Party Beneficiaries................................... 51
14.15. Submission of Draft Lease...................................... 51
14.16. Counterparts................................................... 51
14.17. Relocation..................................................... 51
ARTICLE 15 - ADDITIONAL PROVISIONS......................................... 52
15.1. Initial Third Floor Expansion.................................. 52
15.2. Renewal Options................................................ 56
15.3. Expansion Rights............................................... 58
EXHIBITS
EXHIBIT A Legal Description of Land
EXHIBIT B Floor Plan of Premises
EXHIBIT C Building Rules and Regulations
EXHIBIT D Cleaning Specifications
EXHIBIT E Alteration Rules and Regulations
EXHIBIT F Floor Plan of Expansion Space
EXHIBIT G Appraisal Provisions
iii
<PAGE> 5
LEASE, dated June 16, 2000, between CIN EAGLE ROCK, L.L.C., a Delaware
limited liability company, having an office at 2100 McKinney Avenue, Suite 700,
Dallas, Texas 75201 (herein called "LANDLORD") and ARIS CORPORATION, a
Washington corporation, having an office at 2229 112th Avenue NE, Bellevue,
Washington 98004 (herein called "TENANT").
WITNESSETH:
Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord,
the Premises (as hereinafter defined), for the Term (as hereinafter defined), at
the Rent (as hereinafter defined) and otherwise upon, subject to and in
accordance with the following terms and conditions of this Lease.
In respect thereof, Landlord and Tenant hereby agree as follows:
ARTICLE 1 -- BUILDING, PREMISES AND TERM
1.1. Building.
The building in which the Premises are located (herein called the
"BUILDING") is located on the land (herein called the "LAND") described in
Exhibit A attached hereto and made a part hereof, and the Building, together
with the Land, is known as Eagle Rock Executive Offices IV, having a street
address of 120 Eagle Rock Avenue, East Hanover, New Jersey.
1.2. Premises.
The premises demised by this Lease (herein called the "PREMISES") are
located on and comprise a portion of the third (3rd) floor of the Building,
substantially as shown hatched on the floor plan attached hereto as Exhibit B
and made a part hereof. For purposes of this Lease, the Premises shall be
conclusively deemed to consist of 13,385 rentable square feet.
1.3. Term.
1.3.1. The term of this Lease (herein called the "TERM") shall commence on
the Commencement Date (as hereinafter defined in Section 1.3.2 hereof), and
shall end at 11:59 p.m. on the last day of the month in which occurs the fifth
(5th) anniversary of the day immediately preceding the Commencement Date (herein
called "EXPIRATION DATE"), or on such earlier date upon which the term of this
Lease shall expire or be cancelled or terminated pursuant to any of the
conditions or covenants of this Lease or pursuant to law.
1.3.2. The "COMMENCEMENT DATE", subject to the following provisions of this
Section 1.3.2, shall be the earliest of (a) the date that Tenant shall have
commenced occupancy of the Premises for the conduct of Tenant's business therein
or (b) the date that Landlord shall have (1) substantially completed the Initial
Tenant Work (as hereinafter defined in Section 1.5 hereof), and (2) if required
<PAGE> 6
for the lawful occupancy of the Premises, obtained a certificate of occupancy
permitting the Premises to be used for office purposes. Notwithstanding the
foregoing, (i) if Landlord shall be unable to deliver possession of the Premises
to Tenant on the date that the Commencement Date otherwise would have occurred
pursuant to this Section 1.3.2, then the "Commencement Date" shall be the date
upon which Landlord is able to so deliver possession (it being agreed that
Landlord shall not be subject to any liability by reason of any inability to
give possession nor shall the validity of this Lease be impaired thereby, nor
shall the Term be extended thereby), and (ii) if Landlord is delayed in causing
the Commencement Date to occur by reason of delays caused or occasioned by
Tenant (herein called "TENANT DELAYS"), then, in addition to any other rights or
remedies that Landlord may have on account thereof, at Landlord's option, (x)
the "Commencement Date" shall be deemed to be the date Landlord would have
caused the Commencement Date to occur absent such Tenant Delays, (y) Tenant
shall pay all costs and expenses incurred by Landlord that result from any
Tenant Delays, including, without limitation, any costs and expenses
attributable to increases in the cost of labor and materials, and/or (z) such
Tenant Delays shall be deemed a default under this Lease. "Tenant Delays" shall
include, without limitation, (a) Tenant's failure to furnish, approve or
authorize any plans and/or specifications within the time periods set forth
herein or otherwise reasonably required by Landlord, (b) Tenant's delay or
failure in submitting to Landlord any information, authorization or approvals
within the time periods set forth herein or otherwise reasonably required by
Landlord, (c) changes in or additions to any plans or specifications as
requested by Tenant (notwithstanding Landlord's approval of such changes), (d)
the performance of any work in the Premises by Tenant or any person or entity
employed by Tenant, (e) Tenant's request for materials, components, finishes or
improvements other than Landlord's Building standard or which are not available
in a commercially reasonable time, (f) Tenant's failure to pay, when due, any
amounts required to be paid by Tenant in connection with the Initial Tenant
Work, (g) changes in or postponements to the Initial Tenant Work requested by
Tenant, and/or (h) any error in plans or other documents caused by Tenant or any
Tenant Party (as hereinafter defined). Notwithstanding the foregoing, until such
time as nine (9) calendar days of Tenant Delays have occurred, (i) Landlord
shall give Tenant written notice of any situation that would constitute a Tenant
Delay, as hereinabove described, and (ii) with respect to such situation for
which such notice has been given, a Tenant Delay shall not be deemed to have
occurred until the expiration, without such situation having been remedied by
Tenant, of three (3) business days after the date of Landlord's notice to Tenant
advising Tenant of such situation. Tenant hereby acknowledges that the
Commencement Date is indeterminate and shall occur only as provided in this
Section 1.3.2. Tenant, at anytime after the occurrence of the Commencement Date,
shall, upon the demand of Landlord, execute, acknowledge and deliver to Landlord
an instrument in form reasonably satisfactory to Landlord confirming the
Commencement Date; but Tenant's failure to execute, acknowledge and deliver such
instrument shall not affect the occurrence of the Commencement Date or otherwise
affect the validity of this Lease. Landlord and Tenant acknowledge that Landlord
has entered into an agreement with the existing occupant of the Premises
pursuant to which such existing occupant shall be required to vacate the
Premises in connection with this Lease. Landlord agrees to use commercially
reasonable efforts to enforce such agreement so as to cause the removal of such
existing occupant from the Premises.
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<PAGE> 7
1.4. Delivery and Acceptance of Premises.
Tenant has heretofore inspected the Premises, is fully familiar with the
condition thereof and, subject only to the substantial completion of the Initial
Tenant Work pursuant to the provisions of Section 1.5 below, shall accept the
Premises on the Commencement Date in their "AS IS" condition.
1.5. Initial Tenant Work.
Landlord, subject to, upon and in accordance with the following provisions
of this Section 1.5, shall perform the work needed to prepare the Premises for
Tenant's initial occupancy thereof (such work being herein called the "INITIAL
TENANT WORK"):
1.5.1. Tenant, on or before June 30, 2000, shall submit to Landlord, for
Landlord's approval, a complete and coordinated set of working, finished and
detailed construction drawings and specifications for the Initial Tenant Work
(such drawings and specifications are herein called the ("INITIAL TENANT WORK
PLANS"), which Initial Tenant Work Plans shall (i) comply with all Legal
Requirements (as defined in Article 13 hereof) and Building standards, and (ii)
be sealed by a licensed architect and suitable for the issuance of any required
building permit. Landlord's approval of the Initial Tenant Work Plans shall not
be unreasonably withheld, unless the work described thereon either (x) affects
the exterior (including the appearance) of the Building or any other portion of
the Building outside of the Premises, (y) is structural or affects the
structural elements of the Building, or (z) affects the usage or the proper
functioning of the Building Systems (as defined in Article 13 hereof) or any
part thereof.
1.5.2. Landlord makes no representations or warranties regarding the
compliance of the Premises with the Americans with Disabilities Act of 1990 (the
"ADA"). With respect to the current condition of the Premises and any
alterations or improvements that Tenant makes to the interior of the Premises
(or which are made on Tenant's behalf), regardless of whether Tenant has
obtained Landlord's consent to such alterations or improvements, Tenant shall be
fully responsible for complying with and paying any costs associated with any
and all requirements of the ADA. In addition, if any alterations are required to
be made to the Premises due to changes in or regulations under the ADA or
judicial interpretations of the requirements of the ADA coming into existence
following the Commencement Date, or due to changes in Tenant's use of the
Premises or in the nature of Tenant's conduct of its business in the Premises
(including but not limited to any changes in use or business conduct arising out
of a sublease or assignment, or resulting in the Premises being deemed a "PLACE
OF PUBLIC ACCOMMODATION" under the ADA), Tenant shall be fully responsible for
complying with and paying any costs associated with any and all requirements of
the ADA arising in connection therewith.
1.5.3. Landlord, promptly after its approval of the Initial Tenant Work
Plans, shall apply to the appropriate Governmental Authorities (as defined in
Article 13 hereof) for any building permit(s) which shall be required in
connection with Landlord's performance of the Initial Tenant Work.
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1.5.4. Landlord, promptly after the date on which any required building
permit(s) are issued, of if no building permit is required, the date on which
Landlord shall have approved the Initial Tenant Work Plans, shall commence to
perform the Initial Tenant Work, and thereafter diligently prosecute the Initial
Tenant Work to completion. Landlord shall solicit competitive bids from at least
three (3) subcontractors designated by Landlord (subject to Tenant's approval,
which shall not be unreasonably withheld or delayed) for each trade required in
connection with the Initial Tenant Work, and work for each trade shall, unless
otherwise instructed by Tenant, be awarded to the subcontractor for such trade
submitting the lowest bid in accordance with the applicable bid documents.
Landlord shall perform the Initial Tenant Work in accordance with the approved
Initial Tenant Work Plans, in compliance with all Legal Requirements, and
otherwise in a good and workmanlike manner.
1.5.5. Landlord shall arrange for any inspections, and shall apply for and
obtain any certificate of occupancy, required by any Governmental Authority.
1.5.6. Tenant, in respect of the Initial Tenant Work, shall pay Landlord
an amount equal to the excess (if any) of (i) the Landlord's TW Cost (as
hereinafter defined), over (ii) the Tenant's Allowance (as hereinafter defined);
which amount shall be paid by Tenant, from time to time, in one or more
installments, within ten (10) days after any written request therefor from
Landlord. Landlord shall be entitled to require (a) prior to commencing the
Initial Tenant Work, payment by Tenant to Landlord of forty-five percent (45%)
of Landlord's estimate of such excess amount and (b) within thirty (30) days
after commencing the Initial Tenant Work, payment by Tenant to Landlord of
forty-five percent (45%) of Landlord's estimate of such excess amount, and (c)
upon substantial completion of the Initial Tenant Work, payment by Tenant to
Landlord of the remaining unpaid balance, if any, of the actual amount of such
excess amount. The "LANDLORD'S TW COST" shall mean an amount equal to 113% of
the aggregate of all construction and ancillary costs actually incurred by
Landlord in the performance of, or otherwise in connection with, the Initial
Tenant Work (which costs shall include without limitation any (i) any profit or
override payable by Landlord to the contractors prosecuting the Initial Tenant
Work, and (ii) architectural, engineering, design, permitting and/or government
inspection costs incurred by Landlord). The "TENANT'S ALLOWANCE" shall mean an
amount equal to TWO HUNDRED TWENTY-SEVEN THOUSAND FIVE HUNDRED FORTY-FIVE and
00/100 DOLLARS ($227,545.00) (i.e., $17.00 per rentable square foot of the
Premises).
1.5.7. The Initial Tenant Work shall be deemed to be "SUBSTANTIALLY
COMPLETED" even though minor details or adjustments of or in such work (herein
called "PUNCHLIST ITEMS") are not then completed. Tenant, within fifteen (15)
days after the Commencement Date, shall prepare, and deliver to Landlord, a list
(herein called the "PUNCHLIST") of all punchlist items with respect to the
Initial Tenant Work; any punchlist items (other than latent defects) not timely
and properly included on the Punchlist shall be deemed waived by Tenant.
Landlord shall, at its expense, complete or correct all punchlist items timely
and properly included on the Punchlist, within thirty (30) days of the delivery
of the Punchlist to Landlord (or if such completion or correction work cannot
with due diligence be completed or corrected within thirty (30) days, then
within a reasonable period of time thereafter, provided that Landlord is
prosecuting such work diligently); provided, however, that in no event shall
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<PAGE> 9
Landlord be obligated to repair any damage to any of the Initial Tenant Work
that was caused by Tenant or any Tenant Parties (as defined in Article 13
hereof).
1.5.8. Tenant's occupancy of the Premises for the conduct of its usual
business shall be deemed Tenant's acceptance of the Premises and Tenant's
agreement that Landlord has substantially completed the Initial Tenant Work and
that the Commencement Date has occurred.
1.5.9. Tenant shall be permitted access to the Premises, upon reasonable
prior notice to Landlord and subject to Landlord's scheduling requirements to
avoid interruption of or interference with the Initial Tenant Work, prior to the
Commencement Date solely for the purpose of allowing Tenant to install
furniture, equipment and cabling for its equipment and telephones. Such early
access shall be at Tenant's sole risk. Such early access shall be granted upon
the condition that Tenant's employees, agents or servants shall not interfere
with Landlord's performance of the Initial Tenant Work. Such early access shall
be subject to all of the terms, covenants, provisions and conditions of this
Lease (except for the obligation to pay Rent). Landlord shall not be liable in
any way for any injury, loss or damage occurring as a result of Tenant's early
access to the Premises. Landlord shall have the right to impose such additional
reasonable conditions on Tenant's early access to the Premises as Landlord, in
its sole discretion, deems appropriate.
ARTICLE 2 - RENT
2.1. RENT - GENERALLY.
2.1.1. The rents payable under this Lease (herein collectively referred to
as the "RENT") shall be and consist of (i) the Fixed Rent (as hereinafter
defined in Section 2.2 below), and (ii) additional rent (herein called
"ADDITIONAL CHARGES") consisting of Tax Payments (as hereinafter defined in
Section 2.3 below), Operating Payments (as hereinafter defined in Section 2.4
below) and all other charges as shall become due from and payable by Tenant to
Landlord pursuant to the terms of this Lease. All Additional Charges shall be
deemed "rent" for all purposes, including Landlord's remedies for non-payment
thereof.
2.1.2. Tenant covenants and agrees to pay all Rent, as and when the same
is due and payable hereunder, without notice or demand therefor and without any
abatement, deduction or setoff for any reason whatsoever, except, in either
case, as may be expressly provided in this Lease. If, pursuant to any provision
of this Lease, Tenant shall be obligated to pay any Additional Charges and no
due date or payment period therefor is specified herein, then such Additional
Charges shall be paid by Tenant to Landlord within thirty (30) days after being
billed therefor. All Rent shall be paid in lawful money of the United States to
Landlord at its office, or such other place, or to Landlord's agent and at such
other place, as Landlord shall designate by notice to Tenant. All Rent shall be
paid by good and sufficient check (subject to collection). Rent checks shall be
payable initially to: "CIN EAGLE ROCK, L.L.C., Linque Management Co., as Agent"
and shall be sent to:
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<PAGE> 10
CIN EAGLE ROCK, L.L.C.
Linque Management Co., as Agent
P.O. Box 26019N
Newark, New Jersey 07101-6619
2.2. Fixed Rent.
2.2.1. Tenant shall pay to Landlord a fixed rent (herein called "FIXED
RENT") at the following rates for the following periods:
(a) THREE HUNDRED FOURTEEN THOUSAND FIVE HUNDRED FORTY-SEVEN
and 48/100 DOLLARS ($314,547.48) (i.e., $23.50 per rentable square foot of
the Premises), per annum, for the period from the Commencement Date to and
including the day immediately preceding the second (2nd) anniversary of
the Commencement Date; and
(b) THREE HUNDRED TWENTY-ONE THOUSAND TWO HUNDRED FORTY and
00/100 DOLLARS ($321,240.00) (i.e., $24.00 per rentable square foot of the
Premises), per annum, for the period from the second (2nd) anniversary of
the Commencement Date to and including the Expiration Date.
2.2.2. The Fixed Rent shall be payable commencing on the Commencement
Date and thereafter in equal monthly installments in advance on the first day of
each and every calendar month during the Term, except as hereinafter provided in
this Section 2.2.2. Tenant shall pay, upon Tenant's execution and delivery of
this Lease, an amount equal to 1/12th the annual rate of Fixed Rent set forth in
Section 2.2.1(a) above, which amount shall be applied against the Fixed Rent for
the calendar month immediately following the calendar month in which the
Commencement Date occurs. If the Commencement Date or the Expiration Date occurs
on a day other than the first or last day, respectively, of a calendar month,
then the Fixed Rent for the partial calendar month in which the Commencement
Date or the Expiration Date occurs shall be a prorated portion of a full monthly
installment of Fixed Rent, and, in the case of the partial month in which
Commencement Date occurs, shall be payable on the Commencement Date.
2.3. Tax Payments.
2.3.1. For the purposes of this Lease, the following definitions shall
apply:
"TAX YEAR" shall mean each calendar year (whether or not such period
is fixed as the fiscal year for Taxes (as hereinafter defined) or any component
thereof by any Governmental Authority) the whole or any portion of which is
within the Term. If a fiscal period fixed for any component of Taxes by any
Governmental Authority is a period other than a Tax Year, then such component of
Taxes shall be averaged over the number of calendar months in such fiscal period
and each such monthly portion shall be included in Taxes for the Tax Year in
which such calendar month
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occurs. Taxes allocable to a Tax Year earlier than the Tax Year in which they
are assessed shall be included the calculation of Taxes for the Tax Year to
which such Taxes are allocable.
"BASE TAX YEAR" shall mean Tax Year commencing on January 1, 2000,
and ending December 31, 2000.
"BASE TAX AMOUNT" shall mean the Taxes for the Base Tax Year.
"TENANT'S SHARE" shall mean a fraction (expressed as a percentage,
and carried to four decimal places), the numerator of which is the number of
rentable square feet contained in the Premises and the denominator of which is
172,000. As of the date hereof, Tenant's Share is 7.7820%.
"TAXES", for any Tax Year, shall mean (A) all real estate taxes,
water and sewer rents or charges, school taxes, vault taxes, assessments and
special assessments (provided that special assessments shall be allocated and
paid over the longest period permitted by applicable law without the imposition
of a penalty or interest) levied, assessed or imposed upon or with respect to
the Real Property (as defined in Article 13 hereof) by any Governmental
Authority, and (B) any expenses incurred by Landlord in contesting such taxes,
charges or assessments and/or the assessed value of the Real Property, which
expenses shall be allocated to the Tax Year to which such expenses relate, but
shall not exceed the reduction in Taxes obtained thereby. Taxes shall also
include all taxes assessed or imposed upon Landlord with respect to the rents
received from the Real Property (but not any general income taxes, gross
receipts taxes or corporate franchise taxes, except to the extent provided in
the following sentence). If, at any time during the Term, the methods of
taxation prevailing on the date hereof shall be altered so that in lieu of, or
as an addition to or as a substitute for, the whole or any part of the taxes,
charges or assessments now levied, assessed or imposed, there shall be levied,
assessed or imposed a new tax, assessment, levy, imposition, license fee or
charge wholly or partially as a capital levy or otherwise on the Real Property
or the rents received from the Real Property, then such additional or substitute
tax, assessment, levy, imposition, fee or charge shall be included within
"Taxes" for purposes hereof. Finally, "Taxes" shall also include any payments in
lieu of "Taxes" payable in connection with any tax exemption obtained from any
Governmental Authority with respect to the Real Property.
2.3.2. If Taxes for any Tax Year subsequent to the Base Tax Year shall
exceed the Base Tax Amount, Tenant, as hereinafter provided, shall pay to
Landlord an amount (herein called the "TAX PAYMENT") equal to Tenant's Share of
the amount by which the Taxes for such Tax Year are greater than the Base Tax
Amount. In respect of any such Tax Year which begins prior to the Commencement
Date or ends after the Expiration Date, the Tax Payment shall be prorated to
correspond to that portion of such Tax Year occurring within the Term.
2.3.3. The Tax Payment for each Tax Year shall be due and payable as
provided in the following provisions of this Section 2.3.3. Landlord, at any
time prior to, during, or after the end of, any Tax Year, may deliver to Tenant
a statement for the Tax Payment for such Tax Year (each such statement being
herein called a "TAX STATEMENT"). Tenant, for each Tax Year, shall pay to
Landlord
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the Tax Payment indicated by any such Tax Statement in installments, consistent
with the number and timing of the installments of and in which Landlord shall
pay Taxes to the applicable Governmental Authorities, with each such
installment of the Tax Payment being due on the later to occur of (x) the date
that is thirty (30) days prior to the date the corresponding installment of
Taxes is due to the applicable Governmental Authority (or, with respect to
installments that may become due after the Expiration Date, the date that is
ninety (90) days prior to the Expiration Date), and (y) the date that is twenty
(20) days after the rendering of the Tax Statement.
2.3.4. If, at any time after the delivery of any Tax Statement for any
Tax Year, it is determined for any reason (including any reduction in Taxes
comprising the Base Tax Amount) that the Tax Payment for such Tax Year is
greater than the amount set forth on such Tax Statement, then Landlord may
furnish to Tenant a revised or corrected Tax Statement for such Tax Year, and,
in any such case, Tenant shall pay to Landlord the additional amount indicated
by the revised or corrected Tax Statement within ten (10) days after Tenant's
receipt thereof. Landlord's failure to render, or delay in rendering, a Tax
Statement, or a revised or corrected Tax Statement, for any Tax Year shall not
prejudice Landlord's right to thereafter render a Tax Statement, or a revised
or corrected Tax Statement, for such Tax Year or any other Tax Year, nor shall
the rendering of a revised or corrected Tax Statement for any Tax Year
prejudice Landlord's right to thereafter render a further revised or corrected
Tax Statement for such Tax Year.
2.3.5. Only Landlord shall be eligible to institute tax reduction or other
proceedings to challenge Taxes or to reduce the assessed valuation of the Real
Property; Tenant hereby waives any right Tenant may now or in the future have to
institute any such proceedings or otherwise challenge Taxes. If, at any time
after the delivery of any Tax Statement for any Tax Year, Landlord shall receive
a refund of Taxes for such Tax Year, then Landlord shall furnish to Tenant a
revised Tax Statement for such Tax Year, and, if such revised Tax Statement
shall set forth a Tax Payment that is less than that set forth on the previous
Tax Statement, then Landlord, within ten (10) days after Tenant's receipt of
such revised Tax Statement, shall pay to Tenant the amount of the overpayment
indicated thereby. Nothing contained in this Lease shall obligate Landlord to
bring any application or proceeding seeking a reduction in Taxes or assessed
valuation. If the Taxes payable for the Base Tax Year or any other Tax Year are
later reduced by final determination of legal proceedings, settlement, or
otherwise, such reduced amount as finally determined shall become the Base Tax
Amount (in the event of a reduction applicable to the Base Tax Year) or the
Taxes for the Tax Year in question (in the event of a reduction applicable to a
Tax Year other than the Base Tax Year) for purposes of this Lease and such
reduced amount shall be used to determine the Tax Payment payable by Tenant
applicable to any Tax Year affected by such reduction, and all Tax Payments
theretofore paid or payable under this Lease shall be recomputed on the basis of
such reduction, and, if applicable, Tenant shall pay to Landlord as an
Additional Charge within thirty (30) days after being billed therefor any
deficiency between the amount of such payments computed prior to the reduction
and the amount thereof due as a result of such recomputation.
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2.4. Operating Payments.
2.4.1. For the purposes of this Lease, the following definitions shall
apply:
"OPERATING YEAR" shall mean any calendar year, the whole or any
portion of which is included within the Term.
"BASE OPERATING YEAR" shall mean the Operating Year commencing on
January 1, 2000, and ending December 31, 2000.
"BASE OPERATING AMOUNT" shall mean the Operating Expenses for the
Base Operating Year.
"OPERATING EXPENSES", for any Operating Year, shall be determined in
accordance with the provisions of the following paragraphs (A) through (C),
sequentially applied:
(A) "Operating Expenses" shall mean all expenses paid or incurred
by, or on behalf of, Landlord in respect of the operation, management,
maintenance and/or repair of the Real Property, including, without limitation,
(i) salaries, wages and fringe benefits of employees and contractors engaged in
such operation, management, maintenance and/or repair; (ii) payroll taxes,
worker's compensation, uniforms and related expenses (whether direct or
indirect) for such employees; (iii) the cost of fuel, gas, steam, electricity,
heat, ventilation, air-conditioning and chilled or condenser water, water, sewer
and other utilities, together with any taxes and surcharges on and fees paid in
connection with the calculation and billing of, such utilities; (iv) the cost of
painting and/or decorating all areas of the Real Property (excluding, however,
any leasable areas of the Building); (v) the cost of casualty, liability,
fidelity, rent and all other insurance regarding the Real Property and/or any
property thereon (together with amounts paid or incurred on account of any
commercially reasonable deductible therein); (vi) the cost of all supplies,
tools, materials and equipment, whether by purchase or rental, used in the
operation, management, maintenance and/or repair of the Real Property; (vii) the
fair rental value of any Building office or other space in the Building used in
connection with the operation, management, maintenance and/or repair of the Real
Property, and all office expenses (e.g., telephone, utility, stationery)
incurred in connection therewith; (viii) the cost of security services, and
cleaning and janitorial services, including, without limitation, glass cleaning,
snow and ice removal and garbage and waste collection and/or disposal; (ix) the
cost of all interior and exterior landscaping and all temporary exhibitions
located at or within the Real Property; (x) the cost of alterations and/or
repairs made in or to the Real Property; (xi) management fees (or, if Landlord
self-manages, or has an Affiliate of Landlord manage, the Real Property, an
amount in lieu thereof equal to 3-1/2% of the gross receipts for the Real
Property); (xii) all reasonable costs and expenses of legal, bookkeeping,
accounting and other professional services; (xiii) fees, dues and other
contributions paid by or on behalf of Landlord to civic or other real estate
organizations customarily joined by landlords of similar buildings and computed
as if this Building was the only building owned by Landlord; (xiv) the cost of
subsidizing the Building's cafeteria or any similar specialty service provided
for tenants and occupants of the Building generally; (xv) all costs,
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charges and expenses incurred by Landlord in connection with any change of any
company providing electric supply or service, including, without limitation,
maintenance, repair, installation and service costs associated therewith; and
(xvi) all other fees, costs, charges and expenses properly allocable to the
operation, management, maintenance and/or repair of the Real Property, in
accordance with then prevailing customs and practices of the commercial office
real estate industry in the general vicinity of the Real Property.
(B) "Operating Expenses" shall not, however, include the following
items: (1) depreciation of the Building; (2) interest on, and amortization of,
Mortgages and other debts; (3) the cost of tenant improvements made for
tenant(s) of the Building, including permit, license and inspection fees; (4)
brokerage commissions; (5) financing or refinancing costs; (6) the cost of any
work or services performed for any tenant(s) of the Building (including Tenant),
whether at the expense of Landlord or such tenant(s), to the extent that such
work or services are in excess of the work or services which Landlord, at its
expense, is required to furnish Tenant under this Lease; (7) the cost of any
electricity consumed in the Premises or any other leasable area of the Building;
or (8) Taxes.
(C) If during any relevant period (i) any rentable space in the
Building shall be vacant or unoccupied, and/or (ii) the tenant or occupant
(including, without limitation, Landlord or any Affiliates of Landlord) of any
space in the Building undertook to perform work or services therein in lieu of
having Landlord perform the same and the cost thereof, if the same were
performed by Landlord, would have been included in Operating Expenses, then, in
any such event(s), the Operating Expenses for such period shall be adjusted to
reflect the Operating Expenses that would have been incurred if such space had
been occupied or if Landlord had performed such work or services, as the case
may be. In addition, if, subsequent to the Base Operating Year, Landlord incurs
an Operating Expense for an item of cost that was not incurred during the Base
Operating Year (other than an item of cost that replaces or is substituted for a
similar item of cost that was incurred during the Base Year), the amount
allocable to such item in the Operating Payment payable by Tenant shall be
limited to the amount by which such item of cost exceeds the amount that would
have been payable by Landlord for such item of cost during the Base Year had
Landlord incurred such item of cost during the Base Year, as reasonably
determined by Landlord.
2.4.2. For each Operating Year subsequent to the Base Operating Year,
Tenant, as hereinafter provided, shall pay to Landlord an amount (the
"OPERATING PAYMENT") equal to Tenant's Share of the amount by which the
Operating Expenses for such Operating Year exceed the Base Operating Amount. In
respect of any such Operating Year which is partly within and partly without
the Term, the Operating Payment shall be prorated to correspond to that portion
of such Operating Year occurring within the Term.
2.4.3. Landlord, prior to the commencement of, or during, any Operating
Year, may furnish to Tenant a written statement setting forth Landlord's
reasonable estimate of the Operating Payment for such Operating Year (such
estimate, as the same may be revised as hereinafter provided, the "ESTIMATED
OPERATING PAYMENT"). Tenant shall pay to Landlord on the first day of each month
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during any Operating Year, an amount equal to one-twelfth (1/12th) of the
Estimated Operating Payment for such Operating Year. If, however, Landlord, for
any Operating Year, shall not furnish such a written statement or only furnish
the same after the commencement of such Operating Year, then (i) until the
first day of the month following the month in which such written statement is
furnished. Tenant shall pay to Landlord on the first day of each month an
amount equal to the monthly sum payable by Tenant to Landlord under this
Section 2.4.3 for the last month of the preceding Operating Year, (ii) after
such written statement is furnished, Landlord shall give a notice to Tenant
indicating whether the installments of the Operating Payment previously made
for such Operating Year were greater or less than the installments of the
Operating Payment which would have theretofore been made had such written
statement been furnished prior to the commencement of such Operating Year, and,
within thirty (30) days of such notice, either Tenant shall pay to Landlord the
deficiency indicated thereby or Landlord shall refund to Tenant the overpayment
indicated thereby, and (iii) on the first day of the month following the month
in which such written statement is furnished, and on the first day of each month
thereafter throughout the remainder of such Operating Year, Tenant shall pay to
Landlord an amount equal to one-twelfth (1/12th) of the Estimated Operating
Payment set forth on such written statement. Landlord may, during any Operating
Year (but not more than once during any Operating Year), furnish to Tenant a
written statement revising the Estimated Operating Payment for such Operating
Year, and in each such case, the Estimated Operating Payment for such Operating
Year shall be adjusted, and amounts paid or refunded, as the case may be, in
substantially the same manner set forth in the immediately preceding sentence.
2.4.4. Landlord, after the end of each Operating Year for which an
Operating Payment is due, shall furnish to Tenant a written statement (herein
called an "OPERATING STATEMENT") setting forth the Operating Payment for such
Operating Year. If, for any such Operating Year, the Operating Statement shall
show that the sums paid by Tenant under Section 2.4.3 above, exceeded the
Operating Payment for such Operating Year (such excess, for any Operating Year,
being herein called the "OPERATING OVERPAYMENT"), then Landlord, within twenty
(20) days after delivery of such Operating Statement, shall refund to Tenant the
amount of such Operating Overpayment. If the Operating Statement for such
Operating Year shall show that the sums paid by Tenant under Section 2.4.3 above
were less than the Operating Payment for such Operating Year (such deficiency,
for any Operating Year, being herein called the "OPERATING DEFICIENCY"), Tenant
shall pay the amount of such Operating Deficiency within twenty (20) days after
Tenant's receipt of the Operating Statement.
2.4.5. Landlord's failure to render, or delay in rendering, an Operating
Statement with respect to any Operating Year shall not prejudice Landlord's
right to thereafter render an Operating Statement for such Operating Year or any
other Operating Year, nor shall the rendering of an Operating Statement (or a
revised or corrected Operating Statement) for any Operating Year prejudice
Landlord's right to thereafter render one or more revised or corrected Operating
Statements for such Operating Year.
2.4.6. Each Operating Statement shall be conclusive and binding upon Tenant
as of the date that is sixty (60) days after the delivery thereof, except to the
extent that, prior thereto, Tenant shall have, in good-faith, disputed items or
matters set forth on such Operating Statement by written notice
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to Landlord, which notice shall set forth, in reasonable detail, the disputed
items or matters and clearly state the reasons that Tenant disputes the same.
ARTICLE 3 - TENANT'S USE AND OCCUPANCY
3.1 Use of Premises.
3.1.1. Tenant, subject to and in accordance with the provisions of this
Lease, shall use the Premises for general office use and for no other purpose.
3.1.2. If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business in the Premises or any part
thereof, Tenant, at its expense, shall duly procure and thereafter maintain such
license or permit and submit the same to Landlord for inspection. Tenant shall
at all times comply with the terms and conditions of each such license or
permit.
3.2 Building Rules and Regulations.
Tenant shall, and shall cause all Tenant Parties, to faithfully observe
and comply with the rules and regulations annexed hereto as Exhibit C, and such
reasonable changes therein (whether by modification, elimination or addition) as
Landlord at any time or times hereafter may make and communicate to Tenant,
which, in Landlord's judgment, shall be necessary for the reputation, safety,
care and appearance of the Real Property, or the preservation of good order
therein, or otherwise in connection with the operation, management and/or
maintenance of the Real Property (such rules and regulations as changed from
time to time being herein called "BUILDING RULES AND REGULATIONS"); provided,
however, that in case of any conflict or inconsistency between the provisions of
this Lease and any of the Building Rules and Regulations, the provisions of this
Lease shall control. Nothing in this Lease contained shall be construed to
impose upon Landlord any duty or obligation to enforce the Building Rules and
Regulations against any other tenant or any other person, and Landlord shall not
be liable to Tenant for violation of the Building Rules and Regulations by any
other tenant or any other person.
3.3. Use of Public Areas.
Tenant, incident to its use of the Premises, shall have (i) a
non-exclusive right to use the Core Lavatories (as defined in Article 13 hereof)
located on the floor of the Building on which the Premises are located for
lavatory purposes only, and (ii) a non-exclusive right of ingress and egress to
and from the Premises through the Public Areas (as defined in Article 13
hereof); subject, in all events, to the Building Rules and Regulations.
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3.4. PARKING.
3.4.1. For purposes of this Lease, the following definitions shall apply:
(i) the "PARKING AREAS" shall mean those areas of the Land designated by
Landlord, from time to time, for parking to serve the Building; (ii) the
"RESERVED PARKING AREAS" shall mean those portions of the Parking Areas
designated by Landlord, from time to time, for reserved parking (i.e., for the
exclusive use of one or more persons); and (iii) the "GENERAL PARKING AREAS"
shall mean, from time to time, those portions of the Parking Areas which are not
then Reserved Parking Areas.
3.4.2. Tenant, incident to its use of the Premises, shall have the
exclusive right to use five (5) reserved parking spaces within the Reserved
Parking Areas (the "TENANT'S RESERVED SPACES"), which Tenant's Reserved Parking
Spaces shall be designated by Landlord from time to time. Tenant will be
responsible (i) for the internal allocation of Tenant's Reserved Spaces (among
the Tenant Parties) and (ii) at Tenant's expense, for the enforcement of
Tenant's exclusive right to use Tenant's Reserved Spaces (it being agreed that
Tenant shall indemnify and hold harmless the Landlord from any claim or action
brought against Landlord by any persons or entities as a result of Tenant
enforcing its exclusive right to use Tenant's Reserved Spaces). Landlord shall,
at Tenant's expense, place a marking on each of Tenant's Reserved Spaces
indicating that the same is reserved parking space.
3.4.3. Tenant, incident to its use of the Premises, shall have the right
to use, and permit the Tenant Parties to use, the parking spaces located in the
General Parking Areas, on a "first come, first served" basis in common with
other persons designated by Landlord, subject, in all events, to the Building
Rules and Regulations; provided, however, that at no time shall Tenant use, or
permit the Tenant Parties to use, in the aggregate, more than forty-eight (48)
parking spaces in the General Parking Areas.
3.5. TENANT'S SIGNAGE.
Tenant, incident to its use of the Premises, shall have the right to
install and maintain a sign (consisting solely of lettering identifying Tenant's
business name) on the entrance door for the Premises (such sign being herein
called "TENANT'S ENTRANCE SIGN"), provided, that (i) the location, dimensions,
design, materials and content of such sign shall be subject to Landlord's
approval, (ii) the installation of such sign shall be deemed "Alterations" and,
accordingly, shall be performed subject to and in accordance with the provisions
of Section 5.1 hereof, (iii) Landlord, at its expense, shall have the right to
temporarily remove any sign when necessary or desirable in connection with the
operation, management or maintenance of the Real Property (e.g., to paint or
incident to the performance of any alterations or repairs), and (iv) the
installation and maintenance of such sign shall otherwise be subject to the
Building Rules and Regulations. Except as provided in this Section 3.5. Tenant
shall not have the right to install or maintain any signs in or at the Real
Property which are either located outside of the Premises or otherwise visible
from the outside of the Premises.
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ARTICLE 4 - UTILITIES AND SERVICES
4.1. Definitions.
As used herein, the terms "BUSINESS HOURS" shall mean the hours between
8:00 a.m. and 6:00 p.m. on Business Days, and the hours between 8:00 a.m. and
1:00 p.m. on Saturdays (other than Saturdays which are Holidays), and "BUSINESS
DAYS" shall mean all days except Saturdays, Sundays and Holidays. The term
"HOLIDAYS" shall mean New Year's Day, President Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving, the day following Thanksgiving, Christmas and any
other days which shall be either (i) observed by both the federal and the state
governments as legal holidays or (ii) designated as a holiday by the applicable
Building Service Union Employee Service contract or by the applicable operating
Engineers contract. The term "BUILDING SERVICES" shall mean the services
required to be provided to Tenant by Landlord pursuant to this Article 4.
4.2. Electricity.
Landlord, subject to and in accordance with the provisions of this Section
4.2., shall furnish electricity to Tenant for use in the Premises:
(a) Landlord, as part of the Initial Tenant Work, shall furnish, install
and maintain one or more electrical submeters to measure Tenant's demand and
consumption with respect to the electricity furnished by Landlord (such
submeter(s) being herein called "TENANT'S SUBMETER"). Tenant, throughout the
Term, shall pay Landlord for such electricity as measured by Tenant's Submeter
at the rates set forth in, and otherwise pursuant to the provisions of, Section
4.2(b) below.
(b) Tenant, for any billing period, shall pay Landlord an amount
determined by applying (i) Tenant's electrical demand (measured in KWs) and
consumption (measured in KWHRs) for such period, as measured by Tenant's
Submeter, to (ii) the rate schedule (inclusive of all taxes, surcharges and
other charges payable thereunder or in connection therewith) of the utility
company serving the Building (herein called the "UTILITY COMPANY") applicable to
the purchase of electricity for the Building from the Utility Company for such
period. Tenant shall pay the amount due for any billing period within thirty
(30) days after being billed therefor, which bills Landlord may render from time
to time (but no more frequently than monthly). Tenant shall also pay to Landlord
an amount equal to the actual costs incurred by Landlord to a meter company or
otherwise in respect of having Tenant's Submeter read and having bills prepared
and delivered based upon such readings.
(c) Landlord shall not be required to furnish, and Tenant shall not
install a connected load (including all of Tenant's equipment and systems, but
excluding the Building Systems) or otherwise draw, in excess of six (6) watts
per usable square foot of Premises.
(d) If any tax is imposed upon Landlord's receipts from the sale or resale
of electric energy to Tenant (directly or indirectly through a general tax on
such receipts) by any federal, state or
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municipal authority, then Tenant shall pay, or reimburse Landlord, such taxes
(or its share thereof) in addition to the submetered charges.
(e) Tenant will at all times comply with all rules and regulations of the
Utility Company, to the extent the same are applicable to its use of electric
energy in the Premises.
(f) Tenant's use of electric energy shall never exceed the capacity of the
then existing feeders, risers or wiring installations serving the Premises.
(g) Landlord shall not in any way be liable or responsible to Tenant for
any loss, damage or expense which Tenant may sustain or incur if (i) the supply
of electric energy to the Premises is temporarily interrupted, or (ii) the
quantity or character of electric service is changed or is no longer available
or suitable for Tenant's requirements, except to the extent resulting from
Landlord's willful misconduct or gross negligence.
(h) Landlord shall furnish and install all replacement lighting, tubes,
lamps, bulbs and ballasts required in the Premises; and in such event, Tenant
shall pay to Landlord or its designated contractor upon demand the then
established reasonable charges therefor of Landlord or its designated
contractor, as the case may be.
(i) If permitted by applicable law, Landlord shall have the right at any
time and from time to time during the Term to either contract for electric
service and/or supply from a different Utility Company or Utility Companies
(each, an "ALTERNATE SERVICE PROVIDER") or continue to contract from the
existing Utility Company. Tenant shall cooperate with Landlord, any
then-existing Utility Company, and any Alternate Service Provider at all times
and, as reasonably necessary, shall allow Landlord, the Utility Company, and any
Alternate Service Provider reasonable access to the Building's electric lines,
feeders, risers, wiring and other electrical equipment, if any, located within
the Premises.
4.3. Water.
Landlord shall furnish reasonable quantities of hot and cold water to the
Core Lavatories located on the floor(s) on which the Premises are located for
core lavatory and cleaning purposes only. If Tenant shall require water for any
other purposes, then (i) Landlord need only furnish additional cold water for
such other purposes, which additional cold water shall be furnished to a point
in the Building's core on the floor(s) on which the Premises are located, and
(ii) Landlord may install and maintain, at Tenant's expense, one or more meters
to measure Tenant's consumption of such additional water (in which event,
Tenant, periodically upon demand, shall pay Landlord for such additional water
based upon the readings of such meter or meters). Tenant, at its expense, shall
be solely responsible for distributing within the Premises, and, to the extent
Tenant requires hot water, heating, any additional cold water furnished pursuant
to this Section 4.3.
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4.4. HVAC Service.
4.4.1. Landlord, during Business Hours, shall furnish heat, ventilation and
air conditioning ("HVAC") to the Premises as may be reasonably required (except
as otherwise provided in this Lease and except for any special requirements of
Tenant arising from its particular use of the Premises) for reasonably
comfortable occupancy of the Premises.
4.4.2. If Tenant shall require HVAC services at any time other than during
Business Hours (herein called "OVERTIME HVAC SERVICE"), Landlord shall furnish
such HVAC Overtime Service, subject to receiving advance notice from Tenant as
follows: (a) as to any Business Day upon which Tenant requires such overtime
service prior to 8:00 a.m., upon being notified by Tenant no later than 2:00
p.m. on the Business Day immediately preceding such date; (b) as to any Business
Day upon which Tenant requires such overtime service after 6:00 p.m., upon being
notified by Tenant no later than 2:00 p.m. on such date; and (c) as to any day
which is not a Business Day upon which Tenant requires such overtime service,
upon being notified by Tenant no later than 4:00 p.m. on the Business Day
immediately preceding such date. Tenant, in respect of such Overtime HVAC
Service, shall pay to Landlord, within thirty (30) days after demand therefor,
an amount equal to the Hourly Rate (as hereinafter defined) per hour of Overtime
HVAC Service; it being agreed that (x) should Tenant request Overtime HVAC
Service after Business Hours on a Business Day, Landlord shall have the right to
commence furnishing such service immediately following the expiration of
Business Hours, and (y) should Tenant request Overtime HVAC Service prior to
Business Hours on a Business Day, Landlord shall have the right to continue
furnishing such service until the commencement of Business Hours, and, in either
case, Tenant shall be required to pay Landlord as herein provided whether or not
Tenant utilizes such service during all hours that Landlord is furnishing same.
Tenant shall comply fully with such reasonable rules and regulations as Landlord
may enact in connection with its furnishing of Overtime HVAC Service. As of the
date hereof, the "HOURLY RATE" for each hour or fraction thereof shall be
thirty-five dollars ($35.00) per hour for Tenant premises of 40,000 square feet
or less for which Overtime HVAC Service is requested by Tenant and an additional
thirty-five dollars ($35.00) per hour for each additional 40,000 square feet or
fraction thereof for which Overtime HVAC Service is requested by Tenant;
provided, however, that, from and after the date hereof, Landlord shall have the
right to increase the Hourly Rate, but only in approximate proportion to
increases in Landlord's costs of providing such Overtime HVAC Service.
Notwithstanding the foregoing, the Hourly Rate shall not be imposed with respect
to Tenant use, during hours other than Business Hours on Business Days, of any
supplemental HVAC units or equipment installed as part of the Initial Tenant
Work or subsequently installed as Alterations by Tenant.
4.4.3. Notwithstanding the foregoing, it is understood and agreed that
Tenant shall pay for the electricity needed to operate the HVAC system
(including but not limited to any supplemental HVAC) serving the Premises and,
incident thereto, the "heat pumps" for such system, which are located in the
ceiling plenum of the Premises or adjacent to the Premises, shall be connected
to Tenant's Submeter.
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4.5. Access.
Landlord shall provide Tenant with 24 hour a day, 7 day week, passenger
elevator access to the Premises, with at least one (1) elevator being subject
to call at all times for such purpose. Such access shall be subject, however,
in all events, to the Building Rules and Regulations.
4.6. Cleaning.
Landlord shall cause the Premises, including the exterior and the interior
of the Building's exterior windows serving the Premises, to be cleaned in
accordance with the provisions of Exhibit D attached to the Lease and made a
part hereof. Tenant, however, shall pay to Landlord, on demand, the costs
incurred by Landlord for (x) extra cleaning work in the Premises required
because of (i) carelessness, indifference, misuse or neglect on the part of
Tenant or its subtenants or its or their employees or visitors, (ii) interior
glass partitions or unusual quantities of interior glass surfaces, (iii)
non-building standard materials or finishes installed by Tenant or at its
request, and (iv) the existence of any bathroom or shower facilities in the
Premises, (y) removal from the Premises and the Building of any refuse and
rubbish of Tenant in excess of that ordinarily accumulated in the business
office occupancy or at times other than Landlord's standard cleaning times, and
(z) the use of the Premises by Tenant other than during Business Hours.
Notwithstanding the foregoing, Landlord shall not be required to clean any
portions of the Premises used for preparation, serving or consumption of food or
beverages, training rooms, data processing or reproducing operations, private
lavatories or toilets or other special purposes requiring greater or more
difficult cleaning work than office areas and Tenant agrees, at Tenant's
expense, to retain Landlord's cleaning contractor to perform such cleaning.
Landlord and its cleaning contractor shall have access to the Premises, and the
right to use, without charge therefor, all light, power and water in the
Premises, as is reasonably required to clean the Premises as required under this
Section 4.6.
4.7. Building Directory
Landlord shall maintain a main directory for the Building's tenants and
other occupants (which directory, from time to time, may be either manual or
computerized), and provide Tenant (together with its permitted subtenants) with
up to two (2) listings on such main directory. Landlord, from time to time,
shall, at Tenant's expense, make such changes in the listings as Tenant shall
request. In addition, Tenant shall be entitled, at Tenant's expense, to have
Tenant's name affixed on the existing Building monument sign, using
Building-standard lettering on such sign.
4.8. Interruptions.
Notwithstanding anything to the contrary contained in this Lease, Landlord
reserves the right, without liability to Tenant and without it being deemed a
default hereunder or a constructive eviction, to stop or interrupt any Building
System(s) or Building Service(s) at such times as may be necessary and for as
long as may reasonably be required by reason of the making of alterations and/or
repairs
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in or to the Real Property or any portion thereof, or one or more Events of
Force Majeure. Landlord shall have no liability to Tenant as a result of any
such stoppage or interruption.
ARTICLE 5 -- TENANT'S ALTERATIONS, IMPROVEMENTS AND PROPERTY
5.1. Tenant's Alterations.
5.1.1. Tenant shall not make any Alterations (as defined below) of any
nature without Landlord's prior written approval. So long as Tenant complies
with the provisions of this Section 5.1 and there shall not otherwise exist an
Event of Default under this Lease. Landlord's approval of proposed Alterations
shall not be unreasonably withheld, unless the proposed Alterations are
Material Alterations. As used herein, the following terms shall have the
following meanings: (I) "ALTERATIONS" shall mean any alterations made, or
proposed to be made, by Tenant in or to the Premises; and (II) "MATERIAL
ALTERATIONS" shall mean any Alterations which (a) affect the exterior
(including the appearance) of the Building or any other portion of the Building
outside of the Premises, (b) are structural or affect the structural elements
of the Building, or (c) affect the usage or the proper functioning of the
Building Systems or any part thereof.
5.1.2. Tenant shall request Landlord's written approval of any Alterations
only by written notice to Landlord, which notice shall be accompanied by two
(2) sets of detailed plans and specifications setting forth all such
Alterations (such plans and specifications, with respect to any Alterations,
being herein called the "TENANT PLANS"). All Tenant Plans shall be prepared at
Tenant's expense by an architect licensed to practice in the State of New
Jersey.
5.1.3. (a) Tenant, in connection with any Alterations, shall (i) reimburse
Landlord all costs incurred by Landlord (including the fees of any outside
architect, engineer or other professional employed by Landlord) in connection
with (x) any review of any Tenant Plans or any other items submitted by Tenant
in connection therewith, or (y) any on-site inspection of Alterations, and (ii)
pay to Landlord a general supervision fee equal to seven and one-half (7-1/2%)
of the aggregate cost of such Alterations.
(b) Tenant acknowledges that any review or approval by Landlord of
any Tenant Plans with respect to any Alterations, and/or any on-site
inspections of any Alterations, and/or any supervision by Landlord of
Alterations, are solely for Landlord's benefit, and without any representation
or warranty whatsoever to Tenant with respect to the adequacy, correctness or
efficiency of any such Tenant Plans or Alterations, or the compliance thereof
with Legal Requirements, Insurance Requirements or the provisions of this
Lease, and Landlord shall have no liability or responsibility therefor.
5.1.4. Alterations shall be performed only by contractors that have been
first approved by Landlord in writing, which approval shall not be unreasonably
withheld.
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5.1.5. Tenant shall cause all Alterations to be diligently performed to
completion in accordance with the Tenant Plans approved by Landlord, in
compliance with Legal Requirements and Insurance Requirements, and otherwise in
a good and workmanlike manner (using materials at least equal in quality and
class to the then standards for the Building). Tenant, at its expense, shall
obtain (and furnish true and complete copies to Landlord of) all governmental
permits and certificates required for the commencement and prosecution of
Alterations and for final approval thereof upon completion. Alterations shall be
performed in such manner as not to interfere with, or impose any additional
expense (except to the extent Tenant reimburses Landlord therefor) upon,
Landlord in the operation, management, maintenance and/or repair of the Real
Property; without limiting the generality thereof, to the extent any Alterations
are performed on an overtime basis. Tenant shall reimburse Landlord all
additional costs incurred by Landlord by reason thereof. Throughout the
performance of any Alterations, Tenant, at its expense, shall carry, or cause to
be carried, (i) workers' compensation insurance in statutory limits, and (ii)
such general liability insurance and other insurance as Landlord shall require.
Tenant, promptly upon the completion of any Alterations, shall deliver to
Landlord "as built" drawings therefor.
5.1.6. Tenant, in connection with any Alterations or any other work, shall
comply with and observe, and shall cause each of its contractors to comply with
and observe, 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 to Tenant
(such rules and regulations, as changed from time to time, being herein called
the "ALTERATION RULES AND REGULATIONS"); provided, however, that in case of any
conflict or inconsistency between the provisions of this Lease and any of the
Alteration Rules and Regulations, the provisions of this Lease shall control.
5.1.7. Before proceeding with any Alterations, Tenant shall furnish to
Landlord, as security for the full completion of such Alterations, a payment
and performance bond issued by a bonding company reasonably satisfactory to
Landlord naming Landlord as beneficiary, which bond (i) shall be in an amount
equal to one hundred twenty-five (125%) percent of Landlord's reasonable
estimate of the cost of such Alterations, (ii) shall not require any payment as
a condition to the bonding company performing its obligations under the bond,
and (iii) shall otherwise be in a form reasonably satisfactory to Landlord.
5.2. Tenant's Improvements and Tenant's Property.
5.2.1. For purposes of this Lease, the following definitions shall apply:
"TENANT'S IMPROVEMENTS" shall mean all improvements, betterments,
fixtures (inclusive of trade fixtures), equipment and appurtenances attached to
or built into the Premises by or on behalf of Tenant (whether or not at
Tenant's expense) during the Term, including the Initial Tenant Work and all
Alterations (and including Tenant's line, riser and other connections to the
Building Systems and any separate HVAC, electrical or other mechanical system
or facility installed by or on behalf of Tenant), but excluding Tenant's
Property.
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"TENANT'S PROPERTY" shall mean all office furniture and equipment,
movable partitions, communications equipment and other articles of movable
personal property owned or leased by Tenant located in the Premises, including
floor and/or wall coverings and computer and telephone cables. For purposes of
this Lease, Tenant's Entrance Sign shall be deemed Tenant's Property.
5.5.2. All Tenant's Improvements, upon the installation thereof, shall be
and remain Landlord's property and shall not be removed by Tenant at anytime
during the Term (except in connection with permitted Alterations) or upon the
expiration or earlier termination of this Lease. Notwithstanding the foregoing,
upon notice to Tenant given (i) at the time Landlord grants its approval
therefor for Alterations for which Landlord's approval has been granted, or
(ii) no later than thirty (30) days prior to the Expiration Date for
Alterations for which Landlord's approval has not been granted, Landlord may
require Tenant, at Tenant's expense, to remove all or any portion of any
Tenant's Improvements (other than the Initial Tenant Work) prior to the
expiration of this Lease (or within thirty (30) days following the earlier
termination hereof). In any such event, Tenant shall repair any damage to the
Real Property (including the Premises) resulting from any such removal and
restore any affected areas thereof.
5.2.3. All Tenant's Property shall be and shall remain the property of
Tenant throughout the Term and may be removed by Tenant at any time during the
Term. Upon the expiration of this Lease (or within fifteen (15) days after the
earlier termination hereof). Tenant, at its expense, shall remove all Tenant's
Property from the Premises. Tenant shall repair any damage to the Real Property
(including the Premises) resulting from any removal of Tenant's Property and
shall restore any affected areas of the Real Property. Any items of Tenant's
Property which shall remain in the Premises after the expiration of this Lease
(or, as the case may be, within fifteen (15) days following an earlier
termination of this Lease), may, at the option of Landlord, be deemed to have
been abandoned, and in such case such items may be retained by Landlord as its
property or disposed of by Landlord, without accountability, in such manner as
Landlord shall determine.
5.3. Title, Mechanics Liens, Union Conflicts, Etc.
5.3.1. All Alterations shall be fully paid for by Tenant in cash. No
Tenant's Improvements or Tenant's Property shall be subject to any conditional
bills of sale, chattel mortgage or other title retention agreements.
5.3.2. Tenant, at its expense, and with diligence and dispatch, shall
procure the cancellation or discharge of all notices of violation arising from,
or otherwise connected with, Alterations, or any other work, labor, services or
materials done for or supplied to Tenant, or any Tenant Party, which shall be
issued by any Governmental Authority. Tenant shall defend, indemnify and hold
harmless Landlord from and against any and all mechanic's and other liens and
encumbrances filed in connection with Alterations, or any other work, labor,
services or materials done for or supplied to Tenant or any Tenant Party and
from and against all costs,expenses and liabilities incurred in connection with
any such lien or encumbrance or any action or proceeding brought thereon.
Tenant,
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at its expense, shall procure the satisfaction or discharge of record by
bonding, payment or otherwise, of all such liens and encumbrances within thirty
(30) days after knowledge or notice thereof.
5.3.3. Tenant shall not perform any Alterations, or otherwise perform any
work or conduct any activities in or about the Real Property, in a manner which
violates any of Landlord's union contracts affecting the Real Property, or
create any work stoppage, picketing, labor disruption or dispute or any
interference with the operation, management and/or maintenance of the Real
Property. Tenant shall immediately stop, or cause to be stopped, any work or
other activity in violation of this Section 5.3.3 upon notice thereof from
Landlord.
ARTICLE 6 -- RESERVATION OF REAL PROPERTY; LANDLORD'S ACCESS
6.1. Reservation of Real Property.
6.1.1. Except for the Premises (which, for purposes of this Lease, shall
consist only of the space within the inside surfaces of all demising and
exterior walls, hung ceilings, floors, windows and doors bounding the
Premises), all of the Real Property, including the Land and the Base Building,
is reserved to Landlord and persons authorized by Landlord, subject only to any
rights of Tenant to use areas of the Real Property outside of the Premises that
may be expressly provided for hereunder.
6.1.2. Landlord, without limiting the generality of the foregoing, hereby
reserves the following rights (which may be exercised, in each and every case,
without any liability to Tenant): (a) the right to change the name and/or
address of the Building, together with the exclusive right to use the name of
the Building, at any time and from time to time (provided that if Landlord
changes the name or address of the Building, Landlord shall reimburse Tenant for
the reasonable cost incurred by Tenant in obtaining reasonable quantities of
letterhead, business cards and similar paper goods replacing like items bearing
the former name and/or address of the Building); (b) the right to make, or
permit to be made, such alterations and/or repairs in or to the Real Property or
any part thereof (other than to the interior of the Premises), as Landlord shall
deem necessary or desirable; and (c) the right to close or render inoperable any
part of the Real Property (outside of the Premises).
6.2. Landlord's Access to Premises.
Landlord, and persons authorized by Landlord, shall have the right, upon
reasonable notice (or, in the case of an emergency, without notice) to enter
upon and/or pass through the Premises, at reasonable times (or, in the case of
an emergency, at any time or times), for one or more of the following purposes:
(a) to examine and/or inspect the Premises or any portions of the Real Property
accessible through the Premises, (b) to show them to actual and prospective
purchasers, Underlying Lessors or Mortgagees, or, during the last twelve (12)
months of the Term, prospective tenants of the Building or any part thereof,
(c) to make such alterations and/or repairs in or to the Real Property (other
than to the interior of the Premises) or any part thereof as Landlord, or
persons authorized by Landlord, are required or desire to make, (d) to make
such alterations and/or repairs in or to the
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Premises or any part thereof as Landlord is required or permitted to make,
and/or (e) to read any utility meters located therein. Landlord, and such
authorized persons, may, without liability to Tenant, take all materials into
and upon the Premises that may be required in connection therewith.
ARTICLE 7 - QUIET ENJOYMENT; UNDERLYING INTERESTS
7.1. Quiet Enjoyment.
So long as Tenant pays all of the Rent and observes and performs all of
Tenant's other obligations hereunder, Landlord covenants that Tenant shall
peaceably and quietly have, told and enjoy the Premises without hindrance,
ejection or molestation by Landlord or any person lawfully claiming through or
under Landlord, subject, nevertheless, to the provisions of this Lease and to
all Mortgages and Underlying Leases.
7.2. Underlying Interests.
7.2.1. For purposes of this Lease, the following definitions shall
apply:
"MORTGAGE" shall mean any mortgage or deed of trust which may now or
hereafter affect the Land and/or Building, or any part of either (whether or
not such mortgage or deed of trust shall also cover other properties), and
shall include each and every advance made or hereafter to be made under such
mortgage or deed of trust, and to each and every renewal, modification,
replacement or extension of such mortgage or deed of trust and any spreader or
consolidation of such mortgage or deed of trust, and "MORTGAGEE" shall mean any
holder of any Mortgage.
"UNDERLYING LEASE" shall mean any ground lease, overriding lease or
underlying lease of the Land and/or the Building, or of the portion of the
Building of which the Premises are a part, now or hereafter existing, and
"UNDERLYING LESSOR" shall mean any lessor under an Underlying Lease.
7.2.2. This Lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate to all Underlying Leases and Mortgages. This Section
7.2.2. shall be self-operative and no further instrument of subordination shall
be required. In confirmation of such subordination, Tenant shall promptly
execute, acknowledge and deliver any instrument that Landlord, an Underlying
Lessor or a Mortgagee may reasonably request to evidence such subordination.
Upon Tenant's request, Landlord shall request from any future Mortgagee or
Underlying Lessor a nondisturbance agreement with respect to this Lease for the
benefit of Tenant.
7.2.3. If any act or omission of Landlord would give Tenant the right,
immediately or after lapse of a period to time, to cancel or terminate this
Lease, or to abate or offset against the payment of Rent or to claim a partial
or total eviction, Tenant shall not exercise such right (a) until it has given
written notice of such act or omission to Landlord and each Mortgagee and each
Underlying Lessor
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whose name and address shall previously have been furnished to Tenant, and (b)
until a reasonable period for remedying such act or omission shall have elapsed
following the giving of such notice and following the time when such Mortgagee
or Underlying Lessor shall have become entitled under such Mortgage or
Underlying Lease, as the case may be, to remedy the same (which reasonable
period shall in no event be less than the period to which Landlord would be
entitled under this Lease or otherwise, after similar notice, to effect such
remedy plus thirty (30) days), provided such Mortgagee or Underlying Lessor
shall give Tenant notice of its intention to, and with due diligence commence
and continue to, remedy such act or omission.
7.2.4. If any Mortgagee or Underlying Lessor, or any designee of any
Mortgagee or Underlying Lessor or any other person, shall succeed to the rights
of Landlord under this Lease, whether through possession or foreclosure action
or delivery of a new lease or deed, then at the request of such party so
succeeding to Landlord's rights (herein called "SUCCESSOR LANDLORD"), and upon
such Successor Landlord's written agreement to accept Tenant's attornment,
Tenant shall attorn to and recognize such Successor Landlord as Tenant's
landlord under this Lease and shall promptly execute and deliver any instrument
that such Successor Landlord may reasonably request to evidence such
attornment. Upon such attornment, this Lease shall continue in full force and
effect as a direct lease between the Successor Landlord and Tenant upon all of
the terms, conditions and covenants as are set forth in this Lease, except that
the Successor Landlord shall not be (i) liable for any previous act or
omission of Landlord, (ii) responsible for any monies owing by Landlord to the
credit of Tenant, (iii) bound by any covenant to undertake or complete any work
in the Premises or to provide an allowance therefor, (iv) subject to any
credits, offsets, claims, counterclaims, demands or defenses which Tenant may
have against Landlord, (v) bound by any payments of rent which Tenant might
have made for more than one (1) month in advance to Landlord, (vi) required to
account for any security deposit other than any security deposit actually
delivered to the Successor Landlord, or (vii) bound by any modification of this
Lease made without Successor Landlord's written consent.
7.2.5. If any Mortgagee or Underlying Lessor shall require any
modification(s) of this Lease, Tenant shall, at Landlord's request, promptly
execute and deliver to Landlord such instruments effecting such modification(s)
as Landlord shall require, provided that such modification(s) do not adversely
affect, in any material respect, any of Tenant's rights under this Lease.
ARTICLE 8 -- BASIC LEASE OBLIGATIONS
8.1. Insurance.
8.1.1. Tenant, at its expense, shall maintain, at all times during the
Term, (i) "all risk" property insurance covering all Tenant's Improvements and
Tenant's Property to a limit of not less than the full replacement cost
thereof, (ii) comprehensive general liability insurance, including blanket
contractual liability coverage, with limits of not less than Three Million
Dollars ($3,000,000) combined single limit for personal injury and property
damage liability in any one occurrence, and (iii) such other insurance, with
such limits, as Landlord shall from time to time reasonably require Tenant
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to maintain. Landlord may, from time to time, require that the limits of the
aforesaid insurance be increased. The deductibles of any insurance required to
be maintained by Tenant shall be in amounts reasonably satisfactory to Landlord.
Landlord (or, at Landlord's option, any Mortgagee or Underlying Lessor) shall
be named as a "loss payee" under the insurance policies providing "all risk"
property coverage on Tenant's Improvements; and Tenant shall cooperate with
Landlord in connection with the collection of any insurance proceeds
thereunder. Landlord and its managing agent, if any, and each Mortgagee and
Underlying Lessor whose name and address shall previously have been furnished
to Tenant shall be named as additional insureds under Tenant's insurance
policies providing general liability coverage. Each of the insurance policies
required to be maintained pursuant to this Section 8.1.1. shall be issued by
companies licensed to do business in the State of New Jersey and reasonably
acceptable to Landlord and shall contain a provision whereby the same cannot be
cancelled or modified unless Landlord and any additional insureds are given at
least thirty (30) days' prior written notice thereof. Tenant, at least ten (10)
days prior to the Commencement Date, and thereafter (for renewals of existing
policies) at least ten (10) days prior to the date of expiration of any
existing policy, shall deliver to Landlord a duplicate original insurance
policy, an insurance binder (countersigned by the insurer), or Evidence of
Insurance (in form ACORD 27) for each insurance policy required to be carried
by Tenant hereunder.
8.1.2. Tenant shall not violate, or permit any Tenant Party to violate,
any Insurance Requirements or any terms or conditions imposed by any insurance
policy then issued in respect of the Real Property. If, as a result of any act
or omission by Tenant (including a default under the immediately preceding
sentence), the premiums on any insurance policy issued in respect of the Real
Property shall be higher than the same would otherwise be, then, without
limiting any other rights or remedies that Landlord may have on account
thereof, Tenant, upon demand, shall pay Landlord an amount equal to the part of
such insurance premiums attributable to such act or omission; for which
purposes, a schedule "make-up" rates issued by, or any other finding of, any
insurance rating organization having jurisdiction over, or otherwise making
rates or findings in respect of, the Real Property shall be conclusive evidence
of the rates and facts therein stated.
8.1.3. Each party agrees to have included in each of its "all risk"
insurance policies (insuring the Base Building in case of Landlord, and
insuring Tenant's Improvements and Tenant's Property in the case of Tenant) a
waiver of the insurer's right of subrogation against the other party during the
Term, unless such a waiver of subrogation shall be generally unobtainable (in
which event, the insured party shall so notify the other party promptly after
learning thereof). Each party hereby releases the other party, with respect to
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
occurring during the Term, if, and to the extent, such loss, damage or
destruction is, or under this Section 8.1 is required to be, insured under a
policy or policies containing a waiver of subrogation.
8.2. Indemnification.
8.2.1. Tenant shall indemnify and hold harmless Landlord and any Landlord
Party (as hereinafter defined) from and against any and all claims arising from
or in connection with: (a) the
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conduct or management of the Premises or of any business therein, or any work or
thing whatsoever done, or any condition created (other than by Landlord) in or
about the Premises during the Term; (b) any act, omission or negligence of
Tenant or any Tenant Party (hereinafter defined); (c) any accident, injury or
damage whatever (except to the extent caused by Landlord's negligence) occurring
in, at or upon the Premises; and (d) any breach or default by Tenant under this
Lease; together with all costs, expenses and liabilities incurred in or in
connection with each such claim, or any action or proceeding brought thereon,
including all attorneys' fees and expenses.
8.2.2. Landlord shall indemnify and hold harmless Tenant and any Tenant
Party from and against any and all claims arising from or in connection with:
(a) the conduct or management by Landlord of the Land or the Public Areas, or
any work or thing whatsoever done, or any condition created by Landlord in or
about the Land or the Public Areas during the Term; and (b) any beach or default
by Landlord under this Lease; together with all costs, expenses and liabilities
incurred in or in connection with each such claim, or any action or proceeding
brought thereon, including all attorneys' fees and expenses.
8.3. Compliance with Laws.
Tenant, at its expense, shall (i) comply with all Legal Requirements
requiring compliance in respect of the Premises or the use and occupancy
thereof, and (ii) be responsible for the cost of any other compliance with Legal
Requirements in respect of the Real Property which arises from Tenant's use and
occupancy of the Premises; provided, however, that Tenant shall not be required
to perform, or be responsible for the cost of, any alterations to the Base
Building which are required to be performed to comply with any Legal
Requirements, unless the need for such compliance arises by reason of (w) the
manner of conduct of Tenant's business in the Premises, (x) the performance of
any Alterations or the operation, use or presence of any Tenant's Improvements
or Tenant's Property, (y) any cause or condition created by or at the instance
of Tenant, or (z) the breach of any of Tenant's obligations hereunder.
8.4. Repairs and Maintenance.
8.4.1. Tenant, throughout the Term, shall, at its expense, keep and
maintain, and take good care of, the Premises and make all needed interior and
non-structural repairs in and to, the Premises, including all needed repairs to
Tenant's Improvements and Tenant's Property. Tenant shall also be responsible
for the cost of repairs made by Landlord to the Base Building to the extent that
the need for the same arises out of (i) Tenant's performance of Alterations,
(ii) the operation, use or presence of any Tenant's Improvements, or the
installation, operation, use or presence of Tenant's Property, (iii) the moving
of any Tenant's Improvements or Tenant's Property, or (iv) any breach of
Tenant's obligations under this Lease, or any negligent or wrongful act or
omission by Tenant or any Tenant Party.
8.4.2. Landlord, throughout the Term, shall keep and maintain, and make all
needed repairs in and to, the Base Building, but only to the extent that the
same affect Tenant's use and occupancy
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of the Premises. Such repairs shall be made at Landlord's expense, except as
provided in Section 8.4.1. above.
8.5. Damage and Destruction.
8.5.1. If the Building or the Premises shall be partially or totally
damaged or destroyed by fire or other casualty, then, unless this Lease shall be
terminated as hereinafter provided in this Article, (i) Landlord shall repair
and restore (A) the Base Building, but only to the extent that the same affects
Tenant's use and occupancy of the Premises, and (B) Tenant's Improvements (all
such repair and restoration work being herein called the "LANDLORD RESTORATION
WORK"), with reasonable dispatch after notice to it of the damage or destruction
and the collection of the insurance proceeds attributable to such damage or
destruction, and (ii) Tenant shall repair and restore Tenant's Property with
reasonable dispatch after such damage or destruction and the collection of the
insurance proceeds attributable to such damage or destruction. The proceeds of
Tenant's insurance policies providing coverage for Tenant's Improvements shall
be paid to Landlord (if Landlord is performing Landlord Restoration Work, such
payment to be made in one or more draws as the Landlord Restoration Work
proceeds, as reasonably required by Landlord). Concurrently with the collection
of any such insurance proceeds, Tenant shall pay to Landlord (x) the amount of
any deductible under the policy insuring Tenant's Improvements, and (y) the
amount, if any, by which the cost of repairing and restoring Tenant's
Improvements as estimated by a reputable contractor designated by Landlord
exceeds the available insurance proceeds therefor. Tenant shall also pay to
Landlord, upon demand, the amount(s) by which the actual cost of repairing and
restoring Tenant's Improvements exceeds the aforesaid insurance proceeds plus
the amounts described in clauses (x) and (y) above.
8.5.2. If the Premises and/or the Building shall be damaged or destroyed by
fire or other casualty so as to render the Premises completely or partially
untenantable, then the Fixed Rent, Operating Payments and Tax Payments shall be
abated in the proportion that the untenantable area of the Premises bears to the
total area of the Premises for the period from the date of the damage or
destruction to the date that the Landlord Restoration Work shall be
substantially completed; provided, however, that (i) if in the reasonable
judgment of the contractor engaged by Landlord to perform the Landlord
Restoration Work, such Landlord Restoration Work would have been substantially
completed at an earlier date but for Tenant's having failed to reasonably
cooperate with Landlord in effecting the same, then the Landlord Restoration
Work shall be deemed to have been substantially completed on such earlier date
and, accordingly, any abatement shall cease, and (ii) if Tenant or any of its
subtenants shall reoccupy a portion of the Premises prior to the substantial
completion of the Landlord Restoration Work, then the Fixed Rent, Operating
Payment and Tax Payment allocable to such reoccupied portion (on a pro-rata
rentable square foot basis), shall be payable by Tenant from the date of such
occupancy.
8.5.3. If either (i) the Building shall be damaged or destroyed by fire or
other casualty (whether or not the Premises are damaged or destroyed) such that
its repair and restoration requires more than two hundred ten (210) days (as
estimated by a reputable contractor, registered architect or licensed
professional engineer designated by Landlord), then, in such case, either
Landlord or
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Tenant may terminate this Lease by giving the other notice to such effect within
ninety (90) days after the date of the casualty. If either (i) the Building
shall be damaged or destroyed by fire or other casualty (whether or not the
Premises are damaged or destroyed) such that its repair and restoration requires
or the expenditure of more than twenty (20%) percent of the full insurable value
of the Building immediately prior to the date of the damage or destruction or
(ii) if the Premises shall be totally or substantially (i.e., for this purpose,
more than thirty (30%) percent) damaged or destroyed by fire or other casualty
(as estimated, in either case, by a reputable contractor, registered architect
or licensed professional engineer designated by Landlord), then, in either such
case, Landlord may terminate this Lease by giving Tenant notice to such effect
within ninety (90) days after the date of the casualty. For the purpose of this
Section only, "full insurable value" shall mean replacement cost less the cost
of footings, foundations and other structures below the street and first floors
of the Building.
8.5.4. Except as provided in Section 8.5.3, Tenant shall not be entitled to
terminate this Lease by reason of damage or destruction to the Real Property.
8.5.5. Landlord shall have no liability to Tenant, by reason of any
inconvenience, loss of business or annoyance arising from any repair or
restoration work in respect of the Real Property.
8.6. CONDEMNATION.
8.6.1. If the whole or a material portion of either the Building or the
Premises shall be taken by condemnation or in any other manner for any public or
quasi-public use or purpose (whether permanently or temporarily for more than
six (6) months), this Lease shall terminate as of the date of vesting of title
on such taking, and the Rent shall be prorated and adjusted as of such date.
8.6.2. Landlord shall be entitled to receive the entire award or payment in
connection with any taking without reduction therefrom for any estate vested in
Tenant by this Lease or any value attributable to the unexpired portion of the
Term and Tenant shall receive no part of such award. Tenant hereby expressly
assigns to Landlord all of its right, title and interest in and to every such
award or payment and waives any right to the value of the unexpired portion of
the Term.
8.7. COMPLIANCE WITH ISRA.
8.7.1.(a) Tenant agrees that it shall, at its sole cost and expense,
fulfill, observe and comply with all of the requirements of the Industrial Site
Recovery Act, N.J.S.A. 13:1K-6 et seq., and any amending and/or successor
legislation and/or regulations thereto (the "ACT"), and all rules, regulations,
opinions, orders and directives issued or promulgated in connection with the Act
by the New Jersey Department of Environmental Protection, or any other
governmental or quasi-governmental agency, authority, bureau, agency or body
which shall then have jurisdiction over administration of the Act (collectively,
the "DEP"), as the same may be amended or substituted from time to time, to the
extent such fulfillment, observance or compliance is required due to the nature
of Tenant's business or due to Tenant's specific use and/or occupancy of, or any
act or omission of
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Tenant or any Tenant Party in or about, the Premises. (The Act and all of said
rules, regulations, ordinances, opinions, orders and directives, as the same
may be amended from time to time, and any amending and/or successor legislation
and/or regulations thereto, are hereinafter collectively referred to as "ISRA".)
(b) Without limiting the generality of the foregoing, upon the
written request of Landlord or the occurrence of a Triggering Event (as
hereafter defined), Tenant agrees to cooperate with Landlord in obtaining
evidence of compliance with ISRA. Specifically in that regard, Tenant agrees
that it shall (i) execute and deliver any affidavits, applications or other
filings required by Landlord, (ii) allow inspections and testing of the
Premises, and (iii) perform any requirement reasonably requested by Landlord as
is necessary for the receipt of any such approval. Any representation or
certification made by Tenant in connection with any affidavit, application or
other filing request shall constitute a representation and warranty by Tenant
in favor of Landlord, and any misrepresentation or breach of warranty contained
in Tenant's response with any such request shall constitute an Event of Default
under this Lease.
8.7.2. Within ten (10) days after a written request by Landlord or any
Mortgagee or Underlying Lessee of Landlord, Tenant shall deliver to Landlord
and any Mortgagee or Underlying Lessee a duly executed and acknowledged
affidavit of Tenant's chief executive officer or the person having primary
responsibility for the conduct of Tenant's business operations at the Premises,
certifying:
(i) the proper four digit SIC Number (as hereafter defined) relating
to Tenant's then current use of the Premises; and
(ii) that Tenant's then current use of the Premises does not involve
the generation, manufacture, refining, transportation, treatment, storage,
handling or disposal of "Hazardous Substances" or "Hazardous Wastes" as such
terms are defined under ISRA (together, "HAZARDOUS SUBSTANCES"), on site, above
ground or below ground, or the "Discharge" (as defined in ISRA) of Hazardous
Substances (all of the foregoing are hereinafter collectively referred to as
the "PRESENCE OF HAZARDOUS SUBSTANCES"); and
(iii) if Tenant's then current use does involve the Presence of
Hazardous Substances, then said affidavit shall describe in complete detail the
portion of Tenant's operations which involves the Presence of Hazardous
Substances. Such description shall, inter alia, identify each of the Hazardous
Substances and describe the manner in which Tenant generated, handled,
manufactured, refined, transported, treated, stored and/or disposed of same.
Tenant shall supply Landlord and any Mortgagee or Underlying Lessee with such
additional information relating to the Presence of Hazardous Substances as
Landlord or such Mortgagee or Underlying Lessee requests.
8.7.3. Tenant warrants that Tenant's Standard Industrial Classification
Number as designated in the most recent edition of the Standard Industrial
Classification Manual prepared by the Office of Management and Budget in the
Executive Office of the President of the United States is 7371
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("TENANT'S SIC NUMBER"). Subject to the provisions of Article 9, Tenant's use
of the Premises shall be restricted to uses classified under Tenant's SIC
Number, Tenant covenants and agrees that it will not do or suffer anything
which will cause Tenant's SIC Number to change. Tenant recognizes that, for
purposes of ISRA, it will acquire the Standard Industrial Classification Number
of any entity for which it provides all or substantially all of its services or
products, and further covenants and agrees to notify Landlord at least thirty
(30) days prior to any change of facts which would result in the change of
Tenant's SIC Number. Upon receipt of such notice, if the new Standard
Industrial Classification Number and the use of the Premises would subject
either Tenant or the Premises to compliance with ISRA, Landlord shall have the
right, at Landlord's option, to terminate this Lease by notifying Tenant in
writing, and delivering such notice not later than thirty (30) days of
Landlord's receipt of Tenant's notice of such new Standard Industrial
Classification Number change and change in use. Tenant's failure to provide
such notice shall not affect Landlord's right to terminate this Lease if
Tenant's SIC Number changes for any reason without Landlord's prior written
consent.
8.7.4. (a) Tenant represents and warrants that the Premises will not be
an "Industrial Establishment" as that term is defined in ISRA. Tenant shall not
do or suffer anything that will cause the Premises to become an Industrial
Establishment during the Term of this Lease. Landlord, from time to time, may
require Tenant, at Tenant's sole expense, to provide proof satisfactory to
Landlord that the Premises are not an Industrial Establishment.
(b) Notwithstanding anything herein to the contrary, if Tenant's
operations at the Premises now or hereafter constitute an Industrial
Establishment, then prior to (i) the expiration or sooner termination of this
Lease, (ii) any assignment of this Lease or any subletting of any portion of
the Premises, (iii) any sale or transfer of the Premises, (iv) "Closing
Operations" (as defined in ISRA) at the Premises (said conditions (i) through
(v) each being a "TRIGGERING EVENT"), regardless of whether such Triggering
Event is caused by Landlord or Tenant, or any other tenant of the Building,
Tenant, as its sole expense, shall comply with all requirements of ISRA
pertaining to Closing Operations or Transferring Ownership or Operations of an
Industrial Establishment. Without limitation of the foregoing, Tenant's
obligations shall include (i) the proper and timely filing of an initial notice
to the DEP and all other parties entitled to notice under ISRA, when and as
required under ISRA, (ii) the performance of any "Preliminary Assessment,"
"Site Investigation," "Remedial Investigation," or "Remedial Action" (all as
defined in ISRA) as required by the DEP, and (iii) either obtaining the
approval of a "Negative Declaration" (as defined in ISRA) by the DEP or
performing a proper and approved "Remedial Action Workplan" (as defined in
ISRA) to the satisfaction of the DEP and Landlord. In the event that an
approved Remedial Action Workplan is authorized by the DEP, Tenant further
agrees that it shall, at its sole cost and expense: (a) secure remediation
financing, including, without limitation, posting any financial guarantee or
other bond required by the DEP or Landlord, in amounts sufficient to fully
implement and complete such Remedial Action Workplan; and (b) promptly and
diligently implement and prosecute same to completion, in accordance with the
schedules and criteria contained therein or as may otherwise be ordered or
directed by the DEP. Tenant expressly understands, acknowledges and agrees that
Tenant's compliance with the provisions of this Section 8.7 may require Tenant
to expend funds or do acts
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after the expiration or termination of the Term and Tenant shall not be excused
therefrom due to such expiration or termination. The entry of a "Remediation
Agreement" (as defined in ISRA) by Tenant with the DEP shall not satisfy
Tenant's obligations hereunder without obtaining the prior written approval of
Landlord for the use of same and of the terms thereof.
(c) In the event a Remedial Action Workplan or Remediation
Agreement is required, Tenant shall not undertake any Preliminary Assessment,
Site Investigation, Remedial Investigation, Remedial Action or any other
remediation without first obtaining the prior approval for the use and of same
and of the terms thereof from Landlord, and, notwithstanding any provisions of
ISRA to the contrary, Landlord shall have the right to require DEP approval of
same before Tenant shall be deemed to have satisfied its obligations hereunder
and under ISRA. Under no circumstances shall Tenant's obligations be satisfied
by remediation in accordance with "Residential Standards" (as defined in ISRA)
without first obtaining the prior written approval for the use of same from
Landlord, and, notwithstanding any provision of ISRA to the contrary, Landlord
shall have the right to require DEP approval of same before Tenant shall be
deemed to have satisfied its obligations hereunder and under ISRA.
(d) Tenant shall promptly provide copies to Landlord of all
submissions to DEP concerning any remediation.
8.7.5. In the event that Tenant is not obligated to comply with Section
8.7.4(b) above for any reason, including without limitation inapplicability of
ISRA to Tenant, then, (i) at least three (3) months prior to the expiration or
earlier termination of this Lease or any other Triggering Event caused by
Tenant, or (ii) within sixty (60) days after Tenant's receipt of notice of a
Triggering Event not caused by Tenant, Tenant shall, at Tenant's sole expense:
(i) obtain from the DEP a "nonapplicability letter" or other
written statement in form reasonably satisfactory to Landlord's counsel,
confirming that the proposed Triggering Event does not subject either Tenant or
the Premises to the requirements of ISRA. (Any representation or certification
made by Tenant in connection with any such request shall constitute a
representation and warranty by Tenant in favor of Landlord, and any
misrepresentation or breach of warranty contained in Tenant's request shall
constitute an Event of Default under this Lease); and
(ii) if reasonably indicated by Tenant's use or by the
condition of the Premises, at Landlord's option: (A) prepare a detailed soil,
groundwater and surface water sampling plan for the Premises in form and
substance reasonably satisfactory to Landlord; (B) implement the approved
sampling plan; (C) submit the results of the sampling plan to Landlord; and (D)
after Landlord's review of the results of the sampling plan, comply with
Landlord's reasonable requirements for additional testing and/or cleanup and
site detoxification of any and all areas identified by reason of the sampling
plan, or by additional testing, including without limitation any of Landlord's
reasonable requirements corresponding to those which the DEP could require
under ISRA if the Premises were an Industrial Establishment.
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8.7.6. All costs associated with Tenant's compliance with this Section 8.7,
including without limitation Landlord's reasonable costs in reviewing any
sampling plan and/or test results or any other materials required to be
submitted to the DEP in connection with ISRA compliance, in developing a plan
for remediation and site detoxification or for any other requirements of the DEP
in connection with ISRA compliance, and monitoring of same, and all consulting,
engineering and legal fees, shall be paid by Tenant as Additional Charges upon
demand from Landlord. In the event Tenant fails to comply in full with its
obligations hereunder, Landlord, at its option, may perform any and all of
Tenant's obligations as aforesaid (but shall not be obligated to do so), and all
costs and expenses incurred by Landlord in the exercise of this right shall be
deemed to be Additional Charges payable by Tenant on demand with interest at the
Default Rate (as hereinafter defined) from the date of demand, until paid in
full, it being the intention of the parties hereto that Landlord shall be free
of all expenses and obligations arising from, or necessary to achieve,
compliance to the extent such compliance is required of Tenant under this
Section 8.7.
8.7.7. Tenant does hereby agree to indemnify, defend and hold harmless
Landlord and each Mortgagee or Underlying Lessee of the Premises from all
losses, costs, damages and expenses (including fines, penalties, engineering and
other professional or expert fees, and legal fees) resulting, directly or
indirectly, whether foreseen or unforeseen, from any claim, demand, liability,
obligation, right or cause of action, including but not limited to governmental
or private rights of action (collectively, "CLAIMS" or "CLAIM"), that may be
asserted against Landlord or any such Mortgagee or Underlying Lessee as a result
of Tenant's breach of any representation, warranty or covenant of this Section
8.7, it being the intention of the parties hereto that Landlord shall be free of
all expenses and obligations arising from, or necessary to achieve, compliance
with ISRA to the extent such compliance is required of Tenant under this Section
8.7; provided, however, that Tenant shall not be obligated to indemnify Landlord
under this Section 8.7.7 if Tenant demonstrates that the Claim was based on
events occurring or conditions in existence prior to the date of this Lease.
Tenant further agrees, at its sole cost and expense, to promptly discharge and
remove any lien or encumbrance against the Premises, the Building, or the Land
or against any other property owned or controlled, in whole or in part, by
Landlord, imposed due to Tenant's failure to comply with ISRA.
8.8. Spill Act.
8.8.1. Tenant agrees that it shall, at its sole cost and expense, observe,
comply and fulfill all of the terms and provisions of the Spill Compensation and
Control Act, N.J.S.A. 58:10-23.11 et seq., as the same may be amended from time
to time, and all rules, regulations, ordinances, opinions, orders and directives
issued or promulgated pursuant to or in connection with said Act by DEP, any
subdivision or bureau thereof or governmental or quasi-governmental agency or
body having jurisdiction thereof. (Said Act and all said rules, regulations,
ordinances, opinions, orders and directives are hereinafter in this Section 8.8
collectively referred to as "SPILL ACT".)
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8.8.2. Without limiting the foregoing, the Tenant agrees:
(i) that it shall not do, omit to do or suffer the
commission or omission of any act which is prohibited by or may result in any
liability under the Spill Act, including without limitation the discharge of
petroleum products or other hazardous substances (as said terms are defined in
the Spill Act); and
(ii) whenever the Spill Act requires the "owner or operator"
to do any act, Tenant shall do such act and fulfill all such obligations at its
sole cost and expense, it being the intention of the parties hereto that
Landlord shall be free of all expense and obligations arising from or in
connection with compliance with the Spill Act.
8.8.3. Without limiting the foregoing, Tenant agrees:
(i) at its sole cost and expense, to promptly discharge and
remove any lien or any encumbrance against the Premises, the Building, the Land
or any other property owned or controlled, in whole or in part, by Landlord,
imposed by Tenant's failure to comply with the Spill Act; and
(ii) to defend, indemnify and hold Landlord harmless from and
against any and all liability, penalty, loss, expense, damages, costs, claims,
causes of action, judgments and/or the like, of whatever nature, including but
not limited to attorneys' fees and other expenses of litigation or preparation
therefor, to the extent such costs arise from or in connection with Tenant's
failure or inability, for any reason whatsoever, to observe or comply with the
Spill Act and/or the provisions of this Section 8.8.
8.8.4. Tenant agrees that each and every provision of this Section
8.8 shall survive the termination of this Lease. The parties hereto expressly
agree and acknowledge that the Landlord would not enter into this Lease but for
the provisions of this Section 8.8 and the aforesaid survival thereof.
8.9 Other Environmental Laws.
Tenant agrees that it shall, at its sole cost and expense, promptly comply
and keep continually in full compliance with all federal, state and local laws,
ordinances, rules, regulations and requirements relating to air, ground and
water pollution and protection and/or preservation of the environment.
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ARTICLE 9 - ASSIGNMENT, SUBLETTING AND MORTGAGING
9.1 General Prohibition.
Tenant shall not, whether voluntarily, involuntarily, or by operation of
law or otherwise (a) assign or otherwise transfer in whole or in part this
Lease, (b) sublet the Premises or any part thereof, or allow the same to be
used or occupied by any person other than Tenant for any purpose (including
desk space, mailing privileges or otherwise), or (c) mortgage, pledge,
encumber or otherwise hypothecate this Lease or the Premises or any part
thereof in any manner whatsoever, without in each instance obtaining the prior
written consent of Landlord. The consent by Landlord to a particular
assignment, subletting or mortgaging shall not in any way be considered a
consent by Landlord to any other or further assignment, subletting or
mortgaging.
9.2 Recapture.
9.2.1. If Tenant shall, at any time or from time to time, during the
Term propose to assign this Lease or sublet all or part of the Premises, Tenant
shall give notice thereof to Landlord ("TENANT'S NOTICE"), which notice shall
be accompanied by (i) a fully executed duplicate original of the proposed
assignment or sublease, the effective date or commencement date of which shall
be not less than ninety (90) days, nor more than one hundred and eighty (180)
days, after the giving of such notice, and the effectiveness of which shall be
expressly conditioned upon the obtaining of Landlord's written consent thereto,
(ii) a statement setting forth in reasonable detail the identity of the
proposed assignee or subtenant, the nature of its business and its proposed
use of the Premises, (iii) current financial information with respect to the
proposed assignee or subtenant, including its most-recent financial report and
bank references, and (iv) in the case of a proposed sublease of less than the
entire Premises, a floor plan clearly indicating the specific portion of the
Premises to be subleased and all means of ingress and egress to and from such
proposed sublease space. Tenant, upon request, shall also provide Landlord with
any additional information Landlord that shall reasonably request in respect of
such proposed assignment or sublease.
9.2.2. Upon Landlord's receipt of any Tenant's Notice, Landlord shall
have the following options, as applicable (collectively, the "RECAPTURE
OPTIONS"), any of which may be exercised by Landlord by written notice to
Tenant (the "RECAPTURE OPTIONS") given at anytime within a period (the
"RECAPTURE PERIOD") of sixty (60) days after its receipt of the Tenant's Notice:
(a) If a Tenant's Notice shall set forth either a proposed
assignment or a proposed sublease of seventy-five percent (75%) or more of the
then rentable area of the Premises, then Landlord shall have the option to
terminate this Lease in its entirety. If Landlord exercises such option, then
this Lease shall terminate on the date that such proposed assignment or
sublease was to become effective or commence, as the case may be, and the Rent
shall be paid and apportioned to such date.
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(b) If a Tenant's Notice shall set forth a proposed sublease demising
less than the entire Premises, then Landlord shall have the option to terminate
this Lease as to the proposed sublease space. If Landlord exercises such option,
then (i) Landlord, at Tenant's expense, shall (x) erect all partitions required
to separate such space from the remainder of the Premises and (y) install all
corridors, doors, equipment and facilities required to (aa) allow for
independent access from such space to the applicable Public Areas, (bb) comply
with any Legal Requirements or Insurance Requirements relating to such
separation and (cc) enable such space to be used, maintained and serviced as an
independent unit, and (ii) this Lease shall terminate with respect to such space
on the date that such proposed sublease was to commence and, effective as of
such termination, this Lease shall be deemed modified to (x) eliminate such
space from the Premises, and (y) reduce the Fixed Rent, on a pro rata, rentable
square foot basis.
(c) If a Tenant's Notice shall set forth a proposed sublease, then
Landlord shall have the option to cause Tenant to sublease the proposed sublease
space to Landlord or its designee for the proposed sublease term. If Landlord
exercises such option, then Tenant shall promptly execute a sublease to Landlord
or its designee for the proposed sublease term (each, a "RECAPTURE SUBLEASE"),
in form prepared by and acceptable to Landlord, which Recapture Sublease shall
be upon all the terms and conditions of this Lease, except that (i) the rent
payable under the Recapture Sublease shall be either (x) the Rent payable
hereunder, or portion thereof, that is attributable to the space demised by the
Recapture Sublease or (y) the rent payable under the proposed sublease,
whichever is less, and it is hereby expressly agreed that the Recapture Sublease
shall grant the subtenant thereunder all the economic benefits afforded by the
proposed sublease, (ii) the Recapture Sublease shall grant the subtenant
thereunder (subject only to Landlord's consent) the unqualified and unrestricted
right, without any need to obtain Tenant's consent, to (x) assign such sublease
or to further sublet the space demised thereby or any portion(s) thereof, and
(y) make alterations in and to the space demised thereby or any portion(s)
thereof, (iii) the Recapture Sublease shall provide that, at the end of its
term, Tenant shall accept the space demised thereby in its then existing
condition, and (iv) the Recapture Sublease shall not include such other terms
and conditions of this Lease that are by there nature or purport inapplicable or
irrelevant to the subleasing of the space demised thereby. In addition, if the
space demised by the Recapture Sublease is less than the entire Premises,
Landlord, at Tenant's expense, shall (A) erect all partitions required to
separate such space from the remainder of the Premises and (B) install all
corridors, doors, equipment and facilities required to (aa) allow for
independent access from such space to the applicable Public Areas, (bb) comply
with any Legal Requirements or Insurance Requirements relating to such
separation, and (cc) enable such space to used, maintained and serviced as an
independent unit.
9.3. Consent.
If (i) Landlord receives a Tenant's Notice and (ii) Landlord does not
exercise any of its Recapture Options within the Recapture Period, then,
provided that Tenant is not in default of any Tenant's obligations under this
Lease as of the date of Tenant's Notice or at anytime thereafter prior to
Landlord granting its written consent, Landlord's consent to the proposed
assignment or sublease set forth in the Tenant's Notice shall not be
unreasonably withheld or delayed; provided, that:
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(a) Tenant shall have complied with all the provisions of this Article;
(b) the proposed assignment or sublease shall comply with the provisions of
this Article, and the form thereof shall otherwise be reasonably satisfactory to
Landlord;
(c) the proposed assignee or subtenant (i) shall be a reputable person or
entity of good character, (ii) shall be engaged in a business or activ |
