LEASE dated the day of 3 2015. between. ?72' BUTTERFIELD REALTY LLC (Landlord) 3102 Route 9 I Colds rin 10516 County of Putnam (Tenant) 40 Gleneida Avenue ll ~43? ?33 graft . I C- .--7 if}? ARTICLE I - DEFINITIONS 1.01 As used in this lease, (including all Exhibits and Riders attached hereto, all of which shall be deemed to be part of this Lease) the following words and phrases shall have the meaning indicated: 01 . Additional Rent: All amounts that become payable by the Tenant to Landlord hereunder other than the ?xed rent. 02. Broker: The person, if any, named herein who brought about this agreement and to whom a commission is expected to be owed. 03. Building: The building now or hereafter located and known as The on Exhibit A, attached hereto and made a part hereof. 04. Building Common Areas: All areas, spaces and improvements in the Building which Landlord makes available from time to time for the common use and bene?t of the Tenants and occupants of the Building and which are not exclusively available for use by a single Tenant or occupant. 05. Calendar uarter: Any three month period commencing on either a January 1, an April 1, a July 1, or an October 1. 06. Calendar Year: Any twelve month period commencing on a January 1. 07. Commencement Date: The Commencement Date shall be the date upon the Landlord?s completion of a demisng wall separating the Demised Premises. as hereina?er de?ned. from the remaining space. The parties expect the (Tomlne?celrieln ?Dali: Lolleon or ?ing. July 1. 2016. 08. Common Areas: WW?emmeWeas?aHd?HJe?Exterior Common Areas. 09. Demised Premises: The space that is marked on Exhibit the Demised Premises contains approximately 6,000 square feet of ?oor space. The address of the Demised Premises is 1756 Route 9D, Cold Spring, NY. The space also includes a quarter circle m1 a radius of20 feet for use by Tenant as an outdoor area to; the seniors and Page 1 I gamete: 31+: re?r?ret?inelnel Ha?aeew?eit . 10. Entire Premises: The Land and the building(s) and other improvements now or hereafter erected on the Land. 11. Expiration Date: The date that is the last day of the term of this Lease, on which date Tenant is obligated to vacate the Demised Premises, and up to and including which date the Tenant is obligated to pay rent and other charges hereunder. For the purpose of this de?nition, the earlier termination of this Lease shall not affect the "Expiration Date". 12. Exterior Common Areas: All areas, spaces and improvements in the Entire Premises which Landlord makes available from time to time for the common use and bene?t of the Tenant and occupants of the Entire Premises and which are not exclusively available for use by a single Tenant or occupant, including, Without limitation, parking areas, roads, walkways, sidewalks, open and covered courts and malls, if any, and landscaped and planted areas, if any, but excluding any areas within any building ?11:er as Exhibit D: 13. Fixed (Base 1 Rent: See Exhibit B. 14. Square Footage Space: The ?oor area square footage space is deemed to be 6,000. 1 5. Guarantor: Intentionally Deleted 16. Insurance Requirements: Rules, regulations, orders and other requirements of the applicable Board of Underwriters and/or the applicable ?re insurance rating organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Entire Premises whether new or hereafter in force. 17. Land: I The _coljry_1_i_crcial real property upon which the Buildings and other improvements have been or will be erected and installed. 18. Landlord's Work: 1331131 vii-tillmguthe ,Demtisedl?igmises and the neighboringspace in Hygiene? Pavilion. In addition, provide one dedicated duct trunkline and shall in?rm independenl control nl'llic HVAC sir-stein to the Enlist-:31 Premises. Ion-ever. tiislrihution is lhe to such extent as provided hq??n?gr: 19. Legal Reguirements: Laws and ordinances of all federal, state, city town, county, borough and village governments, and rules, regulations, orders and directives of all departments, subdivisions, bureaus, agencies or of?ces thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Entire Premises, and the direction of any public of?cer pursuant to law, whether now or hereafter in force. 20. Mortgage: A mortgage and/or deed of trust. 21. Mortgagee: A holder of a mortgage or a bene?ciary of a deed of trust. 22. Operating Expenses Common Charges: Page 2 All costs incurred by Landlord for the repair, replacement, maintenance, policing, insurance and operation of the Entire Premises, including, without limitation the following: the total costs for the repair, replacement, maintenance, cleaning, lighting, painting, water and sewer charges, policing and operation of the Areas; the cost for casualty, liability and ?delity insurance; (0) the management fees for managing the Premises or, if a managing agent is employed by Landlord, a sum in lieu thereof which is not in excess of the then prevailing rate for management fees of other retail facilities in the area. It is intended and agreed that the Operating Expenses referred to herein shall be only those expenses actually and reasonably expended on or in connection with the premises and/or for the benefit of the Tenants therein. All items will be calculated and stated in accordance with generally accepted accounting principles, consistently applied. Landlord will provide Tenant, upon request, with an annual statement of Operating Expenses. 23. Permitted Uses: Putnam County Senior Center Facility and related of?ces. The Senior Community Center Facility shall a center open to the aeneral public fer all Putnam Countv seninrs and can 0an be changed with the 1tat-:ritten permission of the Landlord. The Senior shall incriminate the Timme Mento?ia'l Architectural Archway into the center. at enant"s expense. 24- Peril: A natural person or persons, a partnership, a corporation or any other form of business or legal association or entity. 25. Price Index: Consumer Price Index for all urban consumers for New York and Northeastern New Jersey, for all items published by the Bureau of Labor Statistics, US. Dept. of Labor or its successor index affecting Putnam County. 26. Promotion Dues: Intentionally deleted. 27. Ready for Occupancy: Tenant, at its sole cost and expense, shall obtain building permits for its interior work and all other necessary permits including Sign permits and any necessary certi?cates of occupancy. In such extent as shall be applicable to seaplane antibi- 28. Real Estate Taxes: The taxes, assessments, and special assessments imposed upon the Building and land associated with the Building-Entire prenaises by any federal, state, municipal or other governments or governmental bodies or authorities and any expenses incurred by Landlord in contesting such taxes or assessments and/or the assessed value of the BuildingI and land associated gill; which expenses shall be allocated to the period of time to which such expenses relate. If at any time during the Term the methods of taxation prevailing on the hereof shall be altered so that in lieu of, or an addition to, or as a substitute for, the whole or any part of such Real Estate Taxes, assessments and special assessments now imposed on real estate, there shall be levied, assessed or imposed a tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the Rents received therefrom, or any other such additional or substitute tax, assessment, levy, imposition or charge, then all such taxes, assessments, levies, impositions, fees and charges or the part thereof so measured or based shall be deemed to be included within the term "Real Estate Taxes" for the purpose hereof. 29. Rent: Page 3 The Fixed (Base) Rent and all additional rent provided for in this lease. Rent shall commence 60 days after the Commencement Date and continue for [life ?-li [-ieeI-i .5) years until the Expiration Date, subject to any exclusions described in Section 2.03. 30. Rules and Regulations: Those rules and regulations shown on Exhibit annexed hereto and those reasonable rules and regulations that may be promulgated by the Landlord from time to time. 31. Successor Landlord: As de?ned in Article 8. 32. Superior Lease: Any Lease to which this Lease is, at the time referred to, subject and subordinate. 33. Superior Lessor: The Lessor of a Superior Lease or its successor in interest, at the time referred to. 34. Superior Mortgage: Any mortgage to which this lease is, at the time referred to, subject and subordinate. 35. Superior The holder of a Mortgage at the time referred to. 36. Lenant?s Propeigf: As de?ned in Article 15.02. 3 7. Tenant's Trade Name: County of Putnam or any other name approved by the Landlord, which approval shall not be unreasonably withheld. 3 8. Tenant's Work: The facilities, materials and work which may be undertaken by or for the account of Tenant to equip, decorate, and furnish the Demised Premises for Tenant's Occupancy. 39. Term: The period commencing at 12:01 am. on the Commencement Date and ending at 11:59 pm. on the Expiration Date, or of the date when this Lease is earlier terminated, pursuant to the provisions herein. ARTICLE 2 - DEMISE AND TERM 2.01 Landlord hereby Leases to Tenant, and Tenant hereby hires from Landlord, the Demised Premises, for the Term, except that Landlord reserves and Tenant shall have no right to use the exterior faces of all perimeter walls, the roof, and the land, a If, as of the Date of this Lease, the Parties have not established a Commencement Date, a projected date shall be established, and a de?nite date shall then be established by Landlord, upon 15 days prior written notice to Tenant, based upon the availability of the Demised Premises for Tenant's occupancy. In the event the de?nite Commencement Date shall fall on a day other I than the ?rst day of a calendar month, the ?rst month of the term shall be a partial month: Page ?4 2.02 _lntentiwlly Omittgd. H-t- l'a-i I tta?d H?str-ll-iet-l: le?et?lel lithle? Ii??-?H-it?I ate?t-lsris-lease-al-nH 2.03 Provided the Tenant has never been throughout the term of the lease in default under the terms of this Lease ithe shall have the option to renew this Lease for an additional term of In; the games) year litigate-rim. Tenant shall exercise this option by no later than twelve (12) months before the end of the then term by giving written notice to Landlord of its intent to renew the Lease for the additional year option. The option is for 331i I year renewal The rent during the option renewal 1w]; provided in Exhibit herein attached. ARTICLE 3 RENT - ADDITIONAL RENT AND OCCUPANCY 3 .01 Tenant shall pay the Fixed Rent in equal installments in advance on the ?rst day of each and every calendar month during the Term. ?l?u??lls sixty] days a?l?lcr the Commencement Date occurs on a day other than the ?rst of a calendar month, the Fixed Rent for the partial calendar month at the commencement of the Term shall be prorated. 3 .02 The Fixed Rent shall be increased annually See Exhibit attached. 3.03 The Rent shall be paid in lawful money of the United States to Landlord at its of?ce, or such other place, or to the Landlord?s agent at such other place, as Landlord shall designate by notice to Tenant. Tenant shall pay the Rent when due without notice or demand therefore and without any abatement, deduction or set off for any reason whatsoever, except as may expressly be provided in this Lease. 1f Tenant makes any payment to Landlord by check, same shall be by Tenant and Landlord shall not be required to accept the check of any other person, and any check received by Landlord shall be deemed received subject to collection. If any check is mailed by Tenant, Tenant shall post such check in sufficient time prior to the date when pavment is due so that such check will be received by Landlord on or before the date when payment is due. Tenant shall assume the risk of lateness or failure of delivery of the mails, and no lateness or failure of mails will excuse Tenant from its obligations to have made the payment in question when required under this Lease. In the event that rent is not received on time, within 10 days after it is due, Tenant shall be obligated to pay Landlord a 351% late fee of the then rent, for each month rent is late. This fee shall also be considered as additional rent. There is a $35.00 returned check fee. 3 .04 No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law provided. 3 .05 If Tenant is in arrears in a payment of Rent, Tenant waives Tenant's right, if any, to designate the items to which any payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to such items due under this Lease as Landlord sees irrespective of and notwithstanding any designation or request by Tenant as to the items to which any such payments shall be credited. Page #5 319 n_tcnliqr_1allv {lithium}. mip?ame?e??lwel?es; Htile?l reaper?AH?ielelTE-th 3 .07 All payments other than the rent to be made by Tenant pursuant to this Lease shall be deemed additional rent and in the event of any non-payment thereof, Isnntilrn??wner shall have all rights and remedies provided for herein or by law for non?payment of rent. 3 3.08 Base rent shall be as follows: Year 1: $77,700.00 (Seventy-Seven Thousand, Seven Hundred Dollars) Base rent does NOT include any Additional Rent as originally agreed to such as, but not limited to, common lighting, water and sewer charges, real estate taxes, etc. 3 .09 Tenant shall pay lwol?tereth?E) installments of Base Rent plus wear-n 2:352 $443300) simultaneously with the signing of this lease (the ?initial payment?). Said initial payment shall be applied as follows: one installment shall constitute the ?rst month?s rent and CAM, the remaining ilislgl Mlavre-M:m4mmth shall be applied to the Security Deposit, in the amount of $10.3 3.10 Additional Rent shall also be comprised of Tenant?s Proportionate Share, in the amount of of all Common Area Maintenance and insurance charges over those paid in the base year of this lease. A projection of base year payments is annexed hereto as Exhibit B. Tenant will pay as Additional Rent, its proportionate share of common area maintenance real estate taxes, in accordance with lease include insurance premiums for the PrOperty. Landlord shall provide reasonable estimates on all items of Additional Rent, or shall use the bills received in prior years, to calculate an estimate for annual CAM charges and Tenant will make payment on said estimates on a basis in equal installments to Landlord: 3 .1 1 In the event that the cost of Insurance increases or decreases during any applicable lease year, Landlord shall reconcile the amount already paid for Insurance within thirty days after the bill has been paid. A copy of the invoice received shall be provided to Tenant along with a request for additional money or refund for overpayment. Notwithstanding the foregoing, if any increase in the cost of insurance is not directly attributable to use of the Demises Premises by tenant, then Tenant shall not be responsible for such increase. 3.12 Tenant agrees to pay as Additional Rent in each successive year of this lease to include percentage of real estate taxes. The Additional Rent which the Tenant will be liable for at the commencement of the lease agreement shall be equal to of the total tax amount applicable to the tax year in which the Lease commences, which shall be payable in equal installments. In the event that Real Estate Taxes increase or decrease during any applicable Lease Year, Landlord shall reconcile with the Tenant at the time that tax payments are actually made. Tenant?s portion of real estate taxes shall be payable no later than thirty (3 0) days after written notice is received from the Landlord. CAM shall be capped at 3.5% increases annually. The Landlord '5 management the shall be capped at 3% ul'tlg sum of rent plus The Additional Rent shall be adjusted annually, in accordance with the actual amount of taxes due and payable on the property. The Landlord shall provide the Tenant with the new amount due and owing each month for Additional Rent by no later Page ?6 than March 1st of each year of the Lease term, and said amount shall become due and owing in equal installments commencing on the 1st day of April of each such year. 3 Tenant agrees to pay, as Additional Rent, for the water consumed by tenant at the Demised Premises, including sewer charges or any other charge imposed in connection with the use of said water as calculated by the water meter for tenant?s space; it being understood that LMLq?r?rwaer shall not be obligated to furnish or pay for any such water or sewer. Payments shall be made within ten (10) days after demand therefore is made by Landlord or Village of Cold Spring. If water and/ or sewer are not separately metered, Tenant shall be charged Tenant?s Proportionate Share of such charges. - shall make its own arrangements with the public utility company supplying electricity to the Demises Premises at its sole cost and expense. Tenant will pay git-15 proportionate share of exterminating services, cleaning and refuse and common area maintenance. ARTICLE 4 - USE OF DEMISED PREMISES AND COMMON AREAS 4.01 Tenant shall use and occupy the Demised Premises for the purpose of conducting the Permitted Uses under the Tenant's Trade Name, and Tenant shall not use or permit or suffer the use of the Demised Premises or any part thereof for any other purpose. 4.02 Except when and to the extent that the Demised Premises shall be untenantable by reason of damage of fire or other casualty or in the event of illness or other personal casualty or catastrophe, Tenant shall continuously and uninterruptedly keep the entire Demised Premises open for business and fully stocked and keep Tenant's display windows and signs illuminated during all business hours on all business days as set forth in Exhibit and use for of?ce, storage or other non-selling purposes only such space as is reasonably required for the proper operation of Tenant's business in the Demised Premises. shall-ha i-Iwmtealrhieh eel?iiHliit?rLeaseLlWeupe all?learnt l?isaeeruin air-1g.? efanlirmider lay?'FeaantTNo contention of Landlord that Tenant has vacated, abandoned or deserted the Demised Premises will be defeated merely by reason of Tenant having left all or any part of its trade ?xtures or other personal property in the Demised Premises. 4.03 Tenant shall not use the Common Areas, including parking spaces, or any other premises outside the Demised Premises for the sale or display of any merchandise, for solicitation or demonstrations or for any other business, occupation, undertaking or activity, use or permit or suffer the use of any portion of the Demised Premises for any unlawful purpose or any activity of a type which is not generally considered appropriate for similar retail facilities, (0) burn trash or, except a otherwise directed by Landlord, store any trash or garbage in any area other than inside the Demised Premises (and Tenant shall attend to the daily disposal of trash in the by ghargecl to Tenant as part nl? CAM), park trucks or other delivery vehicles so as to unreasonably interfere with the use of any part of the Common Areas, suffer, permit or commit any waste or any nuisance or other act or thing in the Demised Premises which may disturb any other Tenant or Occupant in the Entire Premises, permit or music or other sounds in Page 7 the Demised Premises to be transmitted to or heard in any other premises in the Building or in any part of the Common Areas. 4.04 Tenant shall provide a suitable identi?cation sign or signs of any size, design and character as Landlord shall approve and as shall be approved by the Village of Cold Spring, and Tenant shall install same at a place designated by Landlord. Tenant shall maintain such sign or signs in good condition and repair. Other than such permitted sign (5), Tenant shall not place or install, or permit, or suffer to be placed, installed or maintained, any sign upon or outside of the Demised Premises or in any part of the Entire Premises unless approved by Landlord. Tenant shall not place, install or maintain, or permit or suffer to be placed, installed or maintained, on the exterior of the Demised Premises any awning, canopy, banner, ?ag, pennant ,aerial, antenna or the like; nor shall Tenant place or maintain on the glass or any window or door of the Demised Premises or inside the Demised Premises any sign, decoration, lettering, advertising matter, shade or blind or other thing of any kind other than a neatly lettered sign of reasonable size placed on the ?oor of display windows identifying articles offered for sale and services provided. 4.05 If any governmental license or permit, or necessary Certi?cate of Occupancy, shall be required for the proper and lawful conduct of Tenant's business in the Demised Premises or any part thereof, Tenant 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. ARTICLE 5 - PREPARATION OF AND CHANGES TO ENTIRE PREMISES 5.01 Tenant takes the premises in "as is" condition and shall make all renovations at Tenant's expense. except as piggy _iit_Ssctist.n its?Lmuha?ernistsijlte:3useis. while it. peirl'n_rn_ts t?a? jj_t_ its}; need for asbestos removal abatement. 'l'enant shall landlord and Landlord will be responsible a reasonable solution to alleviate the environmental issue. For the Premises. except as ethernise ,rot-ided herein. Tenant shall :iarate Willi?13min]. inteelntitieal svstents. inelnclinu . ..-- rumm- tgcleejrieserv ice, amrtn, 1;;th cstg?t same is eennomieallv feasible in senarate. Tenant is bene?tingji'ont the existing sit-'stetrtsatid therefore sass asstesate to. separate amlt?sslsatsherein, sac Indies 7 "ts-mm? an. will be cruisid?ered ecgiomicallv feasible. lttmeeverithatsaid services/utilities are responsible for lhe inspeelinn. operation. maintenance. repair renlt-tcentent of same within the Demised l?l'et'l'tises. In the event that said services/utilities argtotegimomica?yfeasible to sep?ate, _s_a_1_n_e shall be determined by Tena_nt_.thgn for such maintenance. repair its pro-rain share. based upon leased square footage. for the expenses associated In?ith same. unless such inspection. tjetzairandfor replacement costs are attrj Irritable to use, and?nuiegleetj?gther 'mLantjs}, 5 .02 Except as expressly provided to the contrary in this Lease, the taking possession by Tenant of the Demised Premises shall be conclusive evidence as against Tenant that the Demised Premises in good and satisfactory condition at the time such possession was taken: 5 .03 If the Landlord is unable to give possession of the Demised Premises on the Commencement Date because of the holding-over or retention of possession by Tenant, undertenant or occupant, Landlord shall not be subject to any liability for failure to give possession, the validity of this Lease shall not be impaired under such circumstance, and the Term shall not be extended, but the Rent due as of the Rent Commencement date shall be abated if Tenant is not responsible for the inability to obtain possession. Page 5.04 Landlord reserves the right, at any time and from time to time, to increase, reduce or change the number, type, size, location, elevation, nature and use of any of the Common Areas and the Building and any other buildings and other improvements in the Entire Premises, including without limitation, the right to move and/or remove same, provided same shall not unreasonably block or interfere with Tenant's means of ingress or egress to and from Demised Premises or unreasonably obstruct the view of Tenant?s sign or display windowgnid further piggngiglegllira] alteration]; ln_ he gltunqnon AreaLare an impgn-ymenl and of equivalent qualin- and character. ARTICLE 6 - COMMON AREAS 6.01 Subject to provisions of Article 5.04, Landlord will operate, manage, equip, light, repair and maintain, or cause to be operated, managed, equipped, lighted, repaired and maintained, the Common Areas for their intended purposes. Landlord reserves the right at any time and from time to time, to construct within the Common Area fountains, planters, pools and sculptures, and to install benches and the like not shown on Exhibit A, provided same shall not unreasonably block or interfere with Tenant's means of ingress or egress to and from the Demised Premises or unreasonably obstruct the View of Tenant's sign or display and furtherjig-twig;ng seine arc in compliance with the Americans with Disabilities Act. and all other applicable state and local renulalit?ins and ordinances. 6.02 Tenant and its subtenants and concessionaires, and their respective of?cers, employees, agents, customers and invitees, shall have the non-exclusive right, in common with Landlord and all others to whom Landlord has granted or may hereafter grant such right but subject to the Rules and Regulations, to use the Common Areas. Landlord reserves the right, at any time and from time to time, on reasonable notice to Tenant, to close temporarily all or portions of the Common Areas when in? Landlord's reasonable judgment any such closing is necessary or desirable to make repairs or changes or to effect construction within the Entire Premises, to prevent the acquisition of public rights in such area, (0) to discourage non-customer parking, or to protect or preserve natural persons or property, Landlord may do such other acts in and to the Common Areas as in its reasonable judgment may be desirable to improve or maintain samegmm- idetl s_ame shall not measurably1110leunilitnalilsrs with 'l'canm?s means of inert-as 0r Detained Pram Haas": obstruct the new of 21 chants. SLamar!rantings?alna 6.03 Tenant agrees that it, any subtenant or concessionaire and their respective of?cers, employees, contractor and agents will park their automobiles and other vehicles only where and as permitted by Landlord. Tenant will, if and when so requested by Landlord, furnish Landlord with the license numbers of any vehicles of Tenant, any subtenant or concessionaire and their respective of?cers, employees and agents, nl' During business hours, the number of parking spaces shall be as required by the Village of Cold Spring Code 16,000 000 24 parking spnuesl; During off business hours, including weekends, Tenant is permitted the use of the unused parking spaces, within reason. ARTICLE 7 - SECURITY 7.01 Tenant will deposit with Landlord the sum of Thousand SevenTWe Hundred Niae??liieeDollars and No Cents which shall be held by Landlord in ill?r?i-H-H interest bearing account which shall earn interest at a 1'ate_l_hal is equivalent to {he pry-.1 ail?n interest rail, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect to any of the terms, provisions and conditions of this lease, including but not limited to, the payment of rent and additional rent, as set forth, that Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason on Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damage or de?ciency in the re-letting of the premises, whether Page 9 such damages or de?ciency accrued before or after summary proceedings or other re?entry by Landlord. 1n the event that Tenant Shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security. ltlg?llcl'?ll :Lcurued i_1_il.er_qs_l_._ shall be returned to Tenant within ?9_69 days after the delivery of the entire possession of the Demised Premises to the Landlord. In the event of a sale of the Land and Building or leasing of the Building of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the new owner or leasee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner or leasee solely for the return of said security;, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. ARTICLE 8 - SUBORDINATION 8.01 This Lease and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground Leases and underlying Leases of the land and/or building now or hereafter existing and to a Mortgage which made now or hereafter affect the land and/or building and/or of such Leases, whether or not such Mortgages or Leases shall also cover other lands and/or buildings, to each and every advance may or hereafter to be made under such mortgages, and to all renewals, modi?cations, replacements and extensions of such Leases and such mortgages and Spreaders and consolidation of such Mortgages. 8.02 If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction Tenant shall not exercise such right until it has given written notice of such act or omission to Landlord and each Superior Mortgagee and each Superior Lessor whose respective name and address shall previously have been furnished in writing to Tenant, and 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 Superior Mortgagee or Superior Lessor, shall have become entitled under such Superior Mortgage or Superior 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), provided such Superior Mortgagee or Superior Lessor shall with due diligence give Tenant notice of intention to, and commence and continue to, remedy such act or omission. 8.03 If any Superior Lessor or Superior Mortgagee 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 ("Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's atonement, Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease and shall execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such atonement. Upon such atonement this Lease shall continue in full force and effect as a direct Lease between Successor Landlord and Tenant upon all of the terms and conditions and covenants as are set forth tau this Lease. I 8._04 omit?d Page 10 ii {it?Fitfrr-P?Ile?4g3g6tl-Lih?i l?rex1 s+ol?tl+is Lease: LIL-wan pram Ins-13.; Jessa {l {talisman-H car-nil lard-ea rel] 411st We et-i-r-ig?sm4-i?Hmeli-liea that (:51 nest: Waited-Him ARTICLE 9 - QUIET ENJOYMENT Tenant shall peaceably and quietly have, hold and enjoy the Demised 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 Superior Leases and Superior Mortgages. 10 - ASSIGNMENT. SUBLETTING AND MORTGAGING 10.01 Tenant shall not, whether voluntarily, or involuntarily, or by operation of law or otherwise, assign or otherwise transfer this Lease, or offer or advertise to do so, sublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (0) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord. which consent shall I'm! 110 Tenant shall reimburse Landlord for all reasonable expenses of reviewing Tenant?s request and for review or preparation of all proposed documents including speci?cally the fees of Landlord?s attorney. 10.02 If at any time the original Tenant named herein, the then Tenant, any Guarantor, or any person owning a majority of the voting stock of, or directly or indirectly controlling, the then Tenant which shall be a corporation or partnership, any transfer of voting stock or the general partners? interest in such partnership, as the case may be, immediately before such transfer, as a result of which said person ceases to own a majority of such shares of voting stock or general partners interest, as the case may be, except as the result of transfers by inheritance, shall be deemed to be an assignment of this Lease as to which Landlord?s consent shall have been required, and in any such event Tenant shall notify Landlord. For the purposes of this Article, the words ?voting stoc shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Landlord shall have the right at any time and from time to time during the Term to inspect the stock record books of the corporation to which the provisions of this Article 10.02 apply, and Tenant will produce the same on request of Landlord. 10.03 If the Lease is assigned, whether or not in violation of this Lease, Landlord may collect Rent from the assignee. If the Demised Premises or any part thereof are sublet or used or occupied by anybody other limth Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant?s time, due to such default, collect Rent from the subtenant or occupant. In either event Landlord may apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Article 10.01 or Article 10.02, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the performance by Tenant of Tenant?s obligations under this Lease. The consent by Landlord to any assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express written consent of Landlord to any other or further assignment, mortgaging or subletting or use or occupancy by others not expressly permitted by this Article 10. References in this Lease to use or occupancy by others (that is, anyone other than Tenant) shall not be construed as limited to subtenants and those claiming under or through subtenants but shall be construed as including also licensees and others claiming under or through Tenant, immediately or remotely. 10.04 Any permitted assignment or transfer shall be made only if and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the Page 11 assignee shall assume Tenant?s obligations under this Lease and whereby the assignee shall agree that all of other provisions in this Article 10 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect to all ?iture assignments and transfers. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee, transferee, or any other party, the original Tenant and any other person(s) who at any time was or were Tenant shall remain fully liable for the payment of the Rent and for Tenant?s obligations under this Lease. 10.05 The liability of the original named Tenant and any other Person(s) who at any time was or were Tenant for Tenant?s obligations under this Lease shall not be discharged, released or impaired by an agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease. 10.06 Without limiting any of the provisions of Article 25, if pursuant to the Federal Bankruptcy Code (similar law hereafter enacted having the same general purpose), Tenant is permitted to aSSign, this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year?s Fixed Rent plus the Additional Charges for the Calendar Year preceding the Year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant?s obligations under this Lease. It is understood and agreed that this is a Lease of Real Property in a sh0pping center as such Lease is described in Section 365 (3) of the Bankruptcy Code. 10.07 If this Lease is assigned, or otherwise transferred, or through a sublet the Demised Premises or any part thereof sublet, then any Rent paid by such assignee or subleasee, in excess of the Rent provided by this Lease, shall be for the bene?t of and shall be immediately paid to the Landlord. 10.08 Tenant to reimburse Landlord a maximum of $3,500 to cover Landlord?s expense for lease assignment. ARTICLE 11 - COMPLIANCE WITH LAWS ll .01 Tenant shall comply with all Legal requirements which shall, in respect of the Demised Premises or the use and occupation thereof or the abatement of any nuisance in, on or about the Demised premises, impose any violation, order or duty on Landlord or Tenant; and Tenant shall pay all the costs, expenses, ?nes, penalties, and damages which may be imposed upon Landlord or any Superior Lessor by reason of or arising out of Tenant?s failure to fully and comply with and observe the provisions of this Article 1101. However, Tenant need not comply with any such law or requirement of any public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises in accordance with Article 11.02?uding to jl'enemperiaininn In any-331331 laws audio; reuuiremenls resullina from Tenant?s status as a couniv governmental enliiv actinLI in a Capacity. -. 11.02 Tenant may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability to the Demised Premises, of any Legal Requirement, provided that Landlord shall not be subject to any ?ne or to any civil or criminal penalty or to prosecution for a crime, and neither the Demised Premises nor any part thereof shall be subject to being condemned or vacated, by reason of noncompliance or otherwise by reason of such contest; before the commencement of such contest, Tenant shall indemnify Landlord against the cost thereof and against any liability for damages, interest, penalties and expenses (including reasonable attorney?s fees and expenses), resulting from or incurred in connection with such contest or noncompliance, (0) such noncompliance or contest shall not constitute or result in any violation of any Superior Lease or Superior Mortgage; and Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord shall be deemed subject to prosecntion for a crime if Page 12 Landlord, or its managing agent, or any of?cer, director, partner, shareholder or employee of Landlord or its managing agent, as an individual is charged with a crime of any kind or degree whatsoever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or its managing agent, or such of?cer, director, partner, shareholder or employee of landlord or its managing agent (as the case may be) is required to plead to answer thereto. ARTICLE 12 - INSURANCE AND INDEMNITY 12.01 Landlord shall maintain or cause to be maintained ?re and extended coverage insurance in respect of the building and other improvements in the Entire Premises normally covered by such insurance (except for the property Tenant is required to cover with insurance under Article 12.02 and similar property of other tenants and occupants in the Entire Premises and except for buildings and other improvements covered by self-insurance or buildings and other improvements which are on land neither owned by nor leased to landlord) for the bene?t of landlord, and Superior Lessors, and Superior Mortgagees and any other parties Landlord may at any time and from time to time designate, as their interest may appear, but not for the bene?t of Tenant, and shall maintain Rent insurance as required by any Superior Lessor or any Superior Mortgagee. The ?re and extended coverage insurance will be in the amounts required by any Superior Lessor or any Superior Mortgagee but not less than the amount suf?cient to avoid the effect of the co?insurance provisions of the applicable policy or policies. Landlord may also maintain any other forms and types of insurance maintained or caused to be maintained by it under blanket policies. 12.02 Tenant shall maintain the following insurance: comprehensive general public liability insurance in respect of the Demised Premises and the conduct and operation of business therein, with Landlord as an additional named insured, and at Landlord?s request with any Superior Lessors or Mortgagees as additional named insured(s), with limits of not less than $2,000,000 for bodily injury or death to any one person and $2,000,000 for bodily injury or death to any number of persons in any one occurrence, and $100,000 for property damage, including water damage and sprinkler leakage, legal liability (if applicable); ?re and extended coverage insurance in respect of Tenant?s stock in trade, ?xtures, furniture, furnishings, removable ?oor coverings, equipment, signs and all other property of Tenant in the Demised Premises in any amounts required by any Superior Lessor or any Superior Mortgagee but not less than 80% of the full insurable value of the property covered and not less than the amount suf?cient to avoid the effect of the co-insurance provisions of the applicable policy or policies; (0) plate glass insurance; automobile coverage at $1,000,000 limits; and any other insurance required for compliance with the Insurance Requirements. in shall deliver to Landlord and any additional named insured(s) certi?cates for such policies, PAID for IN-FULL for one year at least 7 days before the Commencement Date. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration of any existing policy. All such policies shall be issued by companies of recognized responsibility licensed to do business in New York and all such policies shall contain a provision whereby the same cannot be canceled unless Landlord and any additional insured(s) are given at least ten (10) days prior notice of such cancellation. 12.03 Tenant shall not do, permit or suffer to be done any act, matter, thing or failure to act in respect of the Demised Premises or use or occupy the Demised Premises or conduct or operate Tenant?s business in any manner objectionable to any insurance company or companies whereby the ?re insurance or any other insurance then in effect in respect to the Entire Premises or any part thereof shall become void or suspended or whereby any premiums in respect of insurance maintained by landlord shall be higher than those which would normally have been in effect for the occupancy contemplated under the Permitted Uses. In case of a breach of the provisions of this Article 12.03, in addition to all other rights and remedies of landlord hereunder, Tenant shall indemnify Landlord and the Superior Lessors, and Mortgagees harmless from and against any loss which would have been covered by insurance which shall have become void or suspended; because of such breach by Tenant and pay to Landlord any and all increases of premiums on any insurance, Page ~13 including, without limitation, Rent Insurance, resulting from any such breach. 12.04 Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Mortgagees and land lunt?shamtlerel? partners, joint venturers, directors, of?cers, agents, servants and employees from and against any and all claims arising from or in connection with the conduct or management of the Demised Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in the Demised Premises during the Term or during the period of time, if any, prior to the Commencement Date the Tenant may have been given access to the Demised Premises; any act, omission, or negligence of Tenant or any of its subtenants or licensees, or its or their partners, joint venturers, directors, of?cers, agents, employees or contractors, any accident, injury or damage whatever (unless caused by Landlord?s negligence) occurring in the Demised Premises; and any breach or default by Tenant in the full and prompt payment and performance of Tenant?s obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each claim or action or proceeding brought thereon, including, without limitation, all reasonable attorney?s fees and expenses. In case any action or proceeding is brought against Landlord and/or any Superior Lessor or Mortgagee and/or its or their partners, joint venturers, directors, of?cers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or Superior Lessor, or Mortgagee, shall resist and defend such action or proceeding, 12.05 Neither Landlord nor any Superior Lessor or Mortgagee, shall be liable or responsible for, and Tenant hereby releases Landlord and each Superior Lessor and Mortgagee, from all liability and responsibility to Tenant and any person claiming by, through or under Tenant, by way of subrogation or otherwise, for any injury, loss or damage to any person or property in or around the Demised Premises or to Tenant?s business irrespective of the cause of such injury, loss or damage, unless caused by Landlord?s 12.06 Landlord and Tenant shall each cause insurance policies carried by Landlord and/or Tenant insuring the Demised Premises against loss by ?re, liability and caused covered by standard extended policy carried by Landlord and/or Tenant and insuring the Demised Premises and its ?xtures and contents against loss by ?re, liability and causes to be written in a manner so as to provide that the insurance company waives all right to recovery by way of subrogation against the Landlord or the Tenant in connection with any loss, damage or liability covered by such policies. To the extent that such policies so provide, the parties do hereby waive the right of subrogation. 1.1.07 lnteiitionaIIy_Q_i_n_itted_ {la i=ates-eF-piemisms tlwifmkm?menk?amwmd?s 12.08 Tenants Indemnity Tenant hereby indemni?es and agrees to save its of?cers, directors, employees and agents harmless from and against any and all claims, suits, proceedings actions, causes of action, responsibility, liability, demands, judgments and executions, including, without limitation, attomey?s fees and expenses (hereinafter referred to as ?Claims?) which either result from any default, breach, violation, or non-performance of this Page l4 Lease or any provision of this lease by tenant; or (ii) result from occurrences of injury to or death of any person or damage to property arising out of any work, repair, construction, reconstruction, restoration, maintenance or other work to be done hereunder, any act or omission by Tenant or any of its partners, directors, of?cers, agents, employees or contractors, unless such Claims are tg?gdeanse by the act or omission of Landlord, or its employees, agents or contractors, or Tenant?s use and occupancy of the Premises under this Lease. In case any action or proceeding is brought against L_a_r_1_gll_t rrtlewner and/or its partners, directors, of?cers, agent and/or employees by reason of any such claim, tenant, upon notice from shall resist and defend such action or at Tenant?s sole cost and expense. ARTICLE 13 - RULES AND REGULATIONS 13.01 Tenant and its employees and agents shall faithfully observe and comply with the Rules and Regulations in Exhibit annexed hereto and such reasonable changes therein as Landlord may from time to time hereafter make and communicate to Tenant, which in the Landlord?s judgment, shall be necessary for the reputation, safety, care or appearance of the Entire Premises, or the preservation of good order therein, or the operation or maintenance of the Building or its equipment and ?xtures, or the Common Areas. ARTICLE 14 ALTERATIONS TIE-NANCE. 14.01 Except for decorative or cosmetic changes, Tenant shall not make any alterations or additions+e+hel?tan+seel Beet-trials, or make any holes or cuts in the estg'ipr walls, ceilings, roofs, or ?oors, or change the exterior color or architectural treatment of the Demised Premises without on each occasion ?rst obtaining the consent of Landlord. tat-11 lL?l?t ?l1?_l_l_n_trl_ hg_u nreasonalrly be withheld: Tenant shall submit to Landlord plans and speci?cations for such work at the time Landlord?s consent is sought. same?H H: heingperlirtsnaed-in iIEE?l??llee-wllh any?permiHed?al shall fully and comply with and observe the Rules and Regulations in force with respect to the making of alterations. Any review or approval by Landlord of any plans and/or speci?cations with respect to any alterations is solely for Land ltit'tliskanellerdj bene?t, and without any representation or warranty whatsoever to Tenant in respect to the adequacy, correctness or ef?ciency thereof otherwise. 14.02 It) the estent tl_rt t ietrartt is reguiisd _to_t_lo_sn 1&1, Tenant shall obtain all necessary governmental permits and certi?cates for the commencement and prosecution of permitted alterations and for ?nal approval thereof upon completion, and shall cause alterations to be performed in compliance with all applicable Legal Requirements and Insurance Requirements. Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the better of the original installations of the Building, or the then standards for the Building established by Landlord. Alterations shall be performed by ?I'enant?s personnel or lay?bandlead? Alterations shall be made in such manner as not to un?reasonably interfere with or delay and as not to impose any additional expense upon Landlord in the construction, maintenance, repair or operation of the Page 15 anysaeh?addii-ianal B??ense?H-I?til-i?demti-Hd: Throughout the making of alterations, Tenant shall carry, or cause to be carried, Barkinpi?werkmenj compensation insurance in statutory limits and general liability insurance, with completed Operation endorsement, for any occurrence in or about the Building, under which Landlord and its managing agent and any Superior Lessor whose name and address shall previously have been furnished to Tenant shall be names as parties insured in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the commencement of alterations and, on request, at reasonable intervals thereafter during the making of alterations. 14.03 Tenant?s duty to repair, maintain and replace notwithstanding anything in this Lease to the contrary, the Tenant shall repair and maintain, at its sole cost and expense, the Demised Premises including, without limitation all?heating and air conditioning equipment, lighting ?xtures, electrical and water conduits and air ducts which are located inside ?dlvhiih the Demises Premises, in good working order throughout the term of this Lease and any renewals hereof. In addition to the foregoing, the Tenant, for and in consideration of the rent due pursuant to this agreement, agrees to replace any equipment, ?xtures, ,_p_ip_irLg or tin; lilg: t?ed Dem iscs Premises as the_salnc be necessary or required. as determined by the iudueunent of [he "l'enant. Notwithstanding the Land Inmsh all he ream shin fur lei!) ancelim L. 01mm 1 inn.__ni_ai a U: .i an an ran inanimatnf? in: eat ins?Fain} e! i ductility] inn i.anth whigltare located iridium?; but which are used/shared in common with the other norlinnfsi nt'thc hnildinu. Tenant shall Llptill Leased square Q?l?l??y?l??tjcilc??itll same. unless such inspectign. meridian. i airtifgr are use and/or neglect nl?olhcr ARTICLE 15 AND PROPERTY 15.01 All fixturesreqaipinem, improvements and appurtenances attached to or built into the Demised Premises at the commencement of or during the Term, whether or not by or at the expense of Tenant, shall be and remain a part of the Demised Premises, shall be deemed to be property of Landlord and shall not be removed by Tenant, except as provided in Article 15.02. 15 .02 All trade ?xturesand titling: eqnj [1 rent}; 1511f Whether or not attached to or built into the Demised Premises, which are installed in the Demised Premises by or for the account of Tenant without expense to Landlord and can be removed without structural damage to the Building, and all other movable personal property owned by Tenant and located in the Demised Premises (collectively, Tenant? Property shall remain the property of Tenant and may be removed by Tenant at any time during the Term; provided that if any of the Tenant?s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Demised Premises the Building or the Exterior Common Areas resulting from the installation and/ or removal thereof. Any equipment or other property for which Landlord shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the account of Tenant, Tenant without expense to Landlord, shall not be considered as the Tenant?s Property and shall be deemed the property of Landlord. A11 duct work, ceilings, electric distribution and lighting shall not be considered trade ?xtures. 15 .03 At or before the Expiration Date or the date of any earlier termination of this Lease, or within 10-15 days after such an earlier termination date, Tenant shall remove from the Demised Premises all of the Tenant?s Property (except such items thereof as Landlord shall have expressly permitted to remain, which property shall become the property of Landlord if not removed), and Tenant shall repair any damage to the Demised Premises, the Building and the Exterior Common Areas resulting from any installation and/or removal of the Tenant?s Property. Any items of the Tenant?s Property which Page l6 I shall remain in the Demised Premises after the Expiration Date or after a period of 31% days following an earlier termination date, may, at the option of Landlord, be deemed to have been abandoned, and in such case items may be retained by Landlord as its property or disposed of by Landlord, without accountability, in such manner as Landlord shall determine at Tenant?s Expense. 15 .04 Agreement 11 he strum mil): tattle.raisin..of? tile- mamraavaLIMLtle?rerun Iht' the nerlirrmanee of its terms. and no further liabil?ywill be incurred b_y_tl1e beyond the monies available during.- the t? finger-n]; 31m} Howey er. shouldSheeld the Tenant terminate the Lease Agreement prior to the expiration of the initial ?ygli?iteen-El??) year term, then in that event liquidated damages equal to one (1) year?s base rent in the amount calculated at such time shall be due to the Landlord. See Exhibit B. ARTICLE 16 - REPAIRS AND MAINTENANCE 16.01 Landlord shall make necessary structural repairs to the Demised Premises (but excluding iH-ndene?aad?windim plate glass, store fronts, showcases and signs, all of which shall be the responsibility of Tenant) and shall keep in good condition and repair the foundations below and roof above Demised Premises. Landlord shall not be required I to make any such repairs where caused or occasioned by any aeheinisaiaa?eenegligence of Tenant, any subtenant or concessionaire of Tenant, or any of their of?cers, employees, agents, customers, invitees or contractors. Landlord shall not be required to commence any obligated repair until notice shall be received from Tenant specifying the nature of the problem requiring the repair. The provisions of this Article 16.01 shall not apply in the case of damage by ?re or other casualty or eminent domain, in which case the obligations of the parties shall be as provided in other Articles of this Lease. 16.02 Except for repairs required to be performed by Landlord under Article 16.01, Tenant shall make all repairs and replacements to and shall keep clean, neat, safe, sanitary, in good order, repair and condition (including all painting and decorating necessary to maintain at all times a clean and appearance) and free of vermin, the Demised Premises, including, without limitation, any equipment, facilities and ?xtures therein, and any installations above the ceiling or below the ?oor of the Demised Premises which serve the Demised Premises. In making repairs, Tenant shall use materials of ?rst?quality. provisions of Article 16.02, shall not apply in the case of damage by ?re or other casualty or by eminent domain, in which case the obligations of the parties shall be as provided in other Articles of this Lease. 16.03 Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant, nor shall Tenant?s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord?s making any repairs or changes which Landlord is required or permitted by this Lease, or required by Law, to make in or to any portion of the Entire Premises. 16.04 The parties agree that Tenant ?ll havehashad a full and fair opportunity before the commencement of the lease term to inspect and/or test the Deni ised Premises, and that the Demised Premises are being leased ARTICLE 17 - UTILITIES, HEAT, VENTEATION AIR CONDITIONING 17.01 Tenant shall heat and air condition, and shall provide all necessary hot water for, the Demised Premises, The l-l?y?AC system will remain as currently eenl'rauretl. end?except as in am: I .Olf 13).er will be used to service both the Tenant and am,-r tenant occupving the Space in the remaining portion of the Lahev Pavilion. ?e energy costs For operating thesystem will he shared on a square lbotage basis among all the tenants nl'tlrebuildirig. Page l7 landlord?iis?lze-ase shall make all-arrangements for and shall cause all ?1iil1CHiH?ieHHitHe+?iEEt? to be furnished L0 is build 11's.: hr Tenant on the square grin Landlord shall not be liable to Tenants in damages or otherwise for any failure of Tenant to make arrangements for or to obtain any utilities or services or for any failure of Tenant to heat or air condition, or to provide hot water for, the Demised Premises. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any such failure or for any interruption or curtailment of any such utilities or services, and no such failure, interruption or curtailment shall constitute a constructive or partial eviction. Tenant shall not permit or suffer any utility facility to be overloaded. 17.02 Tenant shall pay directly to the utility companies, as and when due all separately metered or assessed charges for utilities and services used or consumed in or in connection with the Demised Premises, including, without limitation, water, sewer, electricity, steam and heated and/or chilled water. 't?tti-?FE?l-Hefl?l-H?BGM Harm?wim?alheH?m?aamar ARTICLE 18 - LIENS AND OTHER LIENS 18.01 Nothing contained in this Lease shall be deemed, construed or interpreted to imply any consent or agreement on the part of the Landlord to subject Landlord's interest or estate to any liability under any mechanic's or other lien law. If mechanic's or other lien or any notice of intention to ?le a lien is ?led against the Entire Premise, or any part thereof, or the Demised Premises or any part thereof, for any work, labor, services or materials claimed to have been performed or furnished for or on behalf of Tenant or anyone holding any part; of the Demised Premises through or under Tenant, Tenant shall cause same to cancel and discharge of record by payment, bond or order of a court of competent jurisdiction within 15 days after notice by Landlord to Tenant. ARTICLE 19 - ACCESS AND NAME 19.01 Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Demised Premises, all of the Building, including, without limitation, exterior Building Walls and any space in or adjacent to the Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities and the use thereof, as well as access thereto through the Demised Premises for the purpose of operation, maintenance and decoration and repair, except as provided in Article 17, are reserved to Landlord. Landlord also reserves the rights, and Tenant shall permit Landlord, to install, erect, use and maintain pipes, ducts and conduits in and through the Demised Premises, so as not to diminish Tenant?s useable ?oor area. Tenant shall have no access to attic space. 19.02 Landlord and its agents shall have the right to enter and/or pass through Demised Premises at Wreasonable time or times and upon reasumlhle notice to when Tenant is opened for business (except in cases of emergency): to examine the Demised Premises and to show them to actual and prospective Superior Lessors, Superior Mortgages or prospective purchases of the Building, and make such repairs, alterations, additions and improvements in or to the Demised Premises and/or to the Building or its facilities and equipment as Landlord is required or desires to make, Landlord shall be allowed to take all materials into and upon the Demised Premises that may be required in connection therewith, without any liability to Tenant and without any reduction of Tenant's obligation hereunder. During the period of :9 months prior to the Expiration Date, Landlord and its agents may exhibit the Demised Premises to Prospective Tenants, at reasonable times. Tenant shall provide Landlord with a key to the Demised Premises. 19.03 If during the last month of the Term, Tenant has removed all or substantially all of the Tenant?s Property from the Page l3 Demised Premises, Landlord may, without notice to Tenant, immediately enter the Demised Premises and alter, renovate and decorate the same without liability to Tenant and without reducing or otherwise affecting Tenant's obligations hereunder. 19.04 Landlord may adopt any name for the Entire Premises or the building and may change the name and/or address of the Entire Premises or the Building at any time. Mexeaval-imH-ha 1 Hit-.1 irratle?t-rpHH?land adjaeei-H- the-Bit iald i shall-lie -ElHlii?l?l-ZEEI?lH-EE-F??tle; ARTICLE 20 - OF LANDLORD 20.01 Neither Landlord nor any partner, joint venturer, director, of?cer, agent, servant or employee of Landlord shall be liable to Tenant, and Tenant shall indemnify and hold Landlord harmless for any loss, injury expense, or damage to Tenant or to any other Person, or to its or their property irrespective of the cause of such injury, damage or loss, unless and only to the extent, said injury, loss or damage is caused by or resulting from the neuliucnt author intentional acts andr?ur urgr?s?igmeglige?ee of Landlord, its agents, servants or employees in the operation or maintenance of the Entire Premises. Further, neither Landlord nor any partner, joint venturer, director, of?cer, agent, servant, or employee of Landlord shall be liable for any such damage caused by other Tenants or Persons in, upon or about the Entire Premises, or caused by operations in construction of any private, public or quasi?public work even if negligent, for consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant. 20.02 Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Entire Premises (or the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any ?nancing or re?nancing thereof) in the event of any claim against Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas, and Tenant further agrees that any liability of Landlord arising out of this Lease shall be limited to such estate and property of Landlord or sale proceeds). No other properties or asset of Landlord or any partner, joint venturer, director, of?cer, agent, servant or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys. ARTICLE 21 - DAMAGE OR DESTRUCTION 21.01 Tenant shall give prompt notice to Landlord in case of any damage to the Demised Premises by ?re or other I casualty. If the Demised Premises shall be damaged by ?re or other casualty to the of more than 25% of Page 19 the cost of replacement thereof, or the Building shall be damaged by ?re or other casualty to the extent of more than 25% of the aggregate cost of replacement of the Building or the Building shall be damaged by ?re or other casualty and either the loss shall not be covered by Landlord?s insurance or the net insurance proceeds (after deducting all expenses in connection with obtaining same) shall, by reasonable anticipation, be insuf?cient to pay for the repair or restoration work to be done by Landlord, or the Demised Premises shall be damaged by ?re or other casualty to the extent of more than 10% of the cost of replacement thereof during the last year of the Term, then in any such event Landlord may terminate this Lease by notice given within 90 days after such event, and upon the date speci?ed in such notice, which date shall not be less than 30 days not more than 60 days after the giving of said notice, this Lease shall terminate. If the Demised Premises shall be damaged by ?re or other casualty to the extent of more than 10% of the cost of replacement thereof during the last year of the Term, Tenant may terniinate this Lease by notice given before Landlord commences any repair or restoration work and in any event within 30 days after such damage and this Lease shall terminate upon the giving of such notice. If any damage by ?re or other casualty shall render the Demised Premises untenantable, in whole or in part, a proportionate abatement of the Fixed Rent based upon Floor Space rendered untenantable, shall be allowed from the date when damage occurred until substantial completion of the repair or restoration work to be done by Landlord in the Demised Premises, or, in the event Landlord or Tenant elects to terminate this Lease, until said date of termination. If this Lease shall not be terminated after damage by ?re or other casualty, Landlord shall, after receipt of the insurance proceeds for such damage or as soon as practicable in the event that insurance proceeds shall not be available, proceed with the restoration of the Demised Premises and the Building substantially the condition in which the same existed prior to the damage with such changes as Landlord may desire to make; and Tenant shall proceed with the restoration or replacement of Tenant?s stock in trade, trade ?xtures, furniture, furnishings, removable ?oor coverings, equipment, signs and all other property of Tenant and decorations in and around the Demised Premises. 21.02 Notwithstanding any of the foregoing provisions of this Article 21, if solely by reason of some intentional act or omissiOn on the part of the Tenant or any of its subtenants or its or their partners, directors, of?cers, servants, employees, agents or contractors, either Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, Rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by ?re or other casualty, or the Demised Premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of ?re or other casualty, then without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Rent. Further, nothing contained in this Article 21 shall relieve Tenant against any liability that may exist as a result of any damage or destruction by ?re or other casualty. ARTICLE 22 - EMINENT DOMAIN 22.01 If the whole of the Demised premises shall be taken by any public or quasi-public authority under the power of condemnation, eminent domain or expropriation, or in the event of conveyance of the whole of the Demised Premises in lieu thereof, this Lease shall terminate as of the day possession shall be taken by such authority. If 25% or less of the Floor Space of the Demised Premises shall be so taken or conveyed, this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority. If more than 25% of the Floor Space of the Demised Premises shall be so taken or conveyed, this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority, but either party shall have the right to terminate this Lease upon notice given to the other party within 30 days after such taking possession. If more than 25% of the Floor Space of the Building shall be so taken or conveyed, Landlord, may by notice to Tenant, terminate this Lease as of the day possession shall be taken. If so much of the Parking facilities shall be so taken or conveyed that the number of parking spaces necessary, in Landlord?s reasonable judgment, for the continued operation of the Building or the Entire Premises shall not be available, landlord may, by notice to Tenant, terminate this Lease as of the day possession shall be taken on no less than sixty (60) days prior notice. If this Lease shall continue in effect as to any portion of the Demised premises not so taken or conveyed, Page 20 the Rent shall be computed as of the day possession shall be taken on the basis of the remaining Floor Space of the Demised Premises. Except as speci?cally provided herein, in the event of any such taking or conveyance there shall be no reduction in Rent. If this Lease shall continue in effect, landlord shall, at its expense, but only to the extent of the net award or other compensation (after deducting all expenses in connection with obtaining same) available to Landlord for the improvements taken or conveyed (excluding any award or other compensation for land or for the unexpired portion of the term of any Superior Lease), make all necessary alterations so as to constitute the remaining Building a complete architectural and tenantable unit, and Tenant shall make all alterations or replacements to its stock?in-trade, trade ?xtures, furniture, furnishings, removable ?oor coverings, equipment, signs and all other property of Tenant and decorations in and around the Demised Premises. All awards and compensation for any taking or conveyance, whether for the whole or part of the Entire premises, the Demised premises or otherwise, shall be property of landlord, and Tenant hereby assigns to Landlord all of Tenant?s right, title, and interest in and to any and all such awards and compensation, including, without limitation, any award on compensation for the value of the expired portion of the Term. Tenant shall be entitled to claim, prove and receive in the condemnation proceeding such award or compensation as may be allowed for its trade ?xtures and for loss of business, good will, and depreciation or injury to and cost of removal of stock in trade, but only if such award or compensation shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award or compensation made by it to Landlord. 22.02 l_?f the temporary use or occupancy of all or any part of the Demised Premises shall be taken during the Term, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Demised Premises, for the taking of Tenant?s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Demised Premises. This Lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay the Rent in full when due. If the period of temporary use and occupancy shall extend beyond the Expiration Date, that part of the award or payment which represents compensation for the use and occupancy of the Demised Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive (except as otherwise provided below) so much thereof as represents compensation for the period up to and including the Expiration Date and Landlord shall receive as much thereof as represents compensation for the period after the Expiration Date. All monies to be paid to Tenant as, or part of, an award or payment for temporary use and occupancy for a period beyond the date to which the Rent has been paid shall be received, held and applied by the First Superior Mortgagee (or if there is no Superior Mortgagee, by Landlord) as a trust fund for payment of the Rent becoming due hereunder. ARTICLE 23 - SURRENDER 23 .01 On the Expiration Date, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and surrender the Demised Premises to Landlord ?broom-clean? and in good order, condition and repair, except for ordinary wear and tear and such damages or destruction as Landlord is required to repair or restore under this Lease, and Tenant shall remove all of Tenant?s property there from except as otherwise expressly provided in this Lease. 23.02 If Tenant remains in possession of the Demised Premises after the expiration of the Term, Tenant shall be deemed to be occupying the Demised Premises as a Tenant from month to month at the sufferance of Landlord subject to all of the provisions of this Lease, except that the Fixed Rent shall be meme Fixed Rent in effect during the last month of the term. 23 .03 No act or thing done by Landlord or its agents shall be deemed an acceptance or surrender of the Demised Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. Page 21 ARTICLE 24 - DEFAULT 24.01 This Lease and the Term and estate granted are subject inter alia to the limitation that whenever Tenant shall make an assignment for the bene?t of creditors, or shall ?le a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency is ?led against Tenant, or whenever a petition shall be ?led by or against Tenant seeking any reorganization, arrangement composition, readjustment, liquidation, dissolution or similar relief under any present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or whenever a permanent or temporary receiver of Tenant or of, or for, the property of Tenant shall be appointed, or if Tenant shall plead bankruptcy or insolvency as a defense in any action or proceeding, then Landlord, at any time after receipt of notice of the occurrence of any such event, or if such event occurs without the consent of Tenant, at any time after the event continues for thirty (30) days may give Tenant a notice of intention to end the Term at the expiration of thirty {Elise-{5) days from the service of such notice of intention, and upon the expiration of said thirty days from the period, this Lease and the term hereby granted whether or not the Term shall theretofore have commenced, shall terminate with the same effect as if that day were the last day of the Lease term hereof, but Tenant shall remain liable for damages as provided in this Lease. 24.02 FURTHER LIMITATION: This Lease and the Terms and estate hereby granted are subject to the further limitation that, whenever Tenant shall default in the payment of any installment of Annual Fixed Rental, or in the payment of any other sums payable from Tenant to Landlord under this Lease as additional rent, on any day upon which the same shall be due and payable and such default shall continue for reitlililvet??) days after the giving of rirten notice thereof by Landlord, or whenever Tenant shall do or permit anything to be done, whether by action or inaction, contrary to any of Tenant?s obligations hereunder, and if such situation shall continue and shall not be remedied by Tenant within L?j?fifteea-H?) days after Landlord shall have given to Tenant a 311th notice specifying the same, or in the case of a happening of default which cannot with due diligence be cured within a period of gig-jgrigi?lj?-Heea?H?) days and the continuance of which for the period required for cure will not subject Landlord to the risk of criminal liability or termination of any superior Lease or foreclosure of any Superior Mortgage, if Tenant shall not duly institute within such meaty @HHeen-H?) day period and and diligently prosecute to completion all steps necessary to remedy the same, or (0) whenever any event shall occur or any contingency shall arise whereby this Lease or any interest therein or the estate hereby granted or any portion thereof or the unexpired balance of the Term hereof would, by operation of Law or otherwise, devolve upon or pass to any person, ?rm or corporation other than Tenant, except as expressly permitted in this Lease, Hillier] event cpverggl lg; a, of this paragraph at any time thereafter, Landlord may give to Tenant a notice of intention to end the Term of this Lease at the expiration of seven (jjdirreaQH?days from the date of service of such notice of intention, and upon the expiration of said Esme?8) days this Lease and the Term and estate hereby granted, whether, or not the Term shall theretofore have commenced, shall terminate with the same effect as if that day were the last day of the lease term hereof, but Tenant shall remain liable for damages as provided. During the pendency of any proceedings brought by Landlord to recover possession by reason of default, Tenant shall continue all money payments required to be made to landlord, and Landlord may accept such payments for use and occupancy of the premises; in such event Tenant waives its right in such proceedings to claim as a defense that the receipt of such money payments by Landlord constitutes a waiver by Landlord of such default. ARTICLE 25 - BY LANDLORD - DEFAULT PROVISIONS Page 22 - 25 .01 If this Lease shall terminate for any reason whatsoever, Landlord or Landlord?s agents and employees may without further notice, immediately or at any time thereafter, enter upon and re-enter the Premises, or any part thereof, and possess or re-possess itself thereof by either summary dispossess proceedings, ej ectment, or by any suitable action or proceeding at law or by agreement, and may dispossess and remove Tenant and all other persons and property from the Premises without being liable to indictment, prosecution or damages therefore, and may repossess the same, and remove any persons therefrom, to the end that landlord may have, hold and enjoy the Premises and the right to receive all rental income again as and of its ?rst estate and interest therein. The words ?enter? or ?re-enter?, ?possess? or ?repossess? as herein used, are not restricted to their technical legal meaning. In the event of any termination of this Lease under the provisions of this Article, or re?entry under this paragraph or in the event of the termination of this Lease, or of re-entry by summary dispossess proceedings, ej ectment or any suitable action or proceedings at law, or by agreement, or by force or otherwise, by reason of default hereunder on the part of the Tenant, Tenant shall thereupon pay to Landlord the Annual Fixed Rental and any additional rent due up to the time of such termination of this lease or of such recovery of possession of the premises by Landlord, as the case may be, and shall also pay to Landlord damagesas provided herein. ARTICLE 26 - DAMAGES 26.01 If this Lease is terminated under the provisions of Article 242?13; or if Landlord shall re-enter the Premises under the provisions of Article 352?6, or in the event of the tennination of this Lease, or of reentry by summary dispossess proceedings, ejectment or by any suitable action or proceeding at law, or by agreement, or by force or otherwise, by reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord as damages, on demand, a sum equal to the Annual Fixed Rent and the Adrlitginal (conclusively presuming the to be the same as was payable for the year immediately preceding such termination) payable hereunder which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Premises, payable but otherwise upon the terms therefore speci?ed herein following such termination or such re-entry and until the expiration of the Term, provided, however, that if Landlord shall relet the Premises or any portion or portions thereof during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by ?rst deducting from the gross rents as and when received by Landlord from such reletting, the expenses incurred or paid by Landlord in terminating this Lease or in re-entering the Premises and in securing possession thereof, as well as the reasonable expenses of reletting, including altering and preparing the Premises or any portion or portions thereof for new tenants, commissions, advertising expenses, attorneys' fees, and all other expenses properly chargeable against the Premises and the rental therefrom: it being understood that any such reletting may be for a period shorter or longer than the remaining Term of this Lease, but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled, in any suit for the collection of damages pursuant to this Subsection, to a credit in respect of any net rents from a reletting, except to the event that such net rents are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment shall be made of the rent received from such reletting and of the expenses of reletting. 26.02 If the Premises or any part thereof be relet by Landlord for the unexpired portion of this Term, or any part thereof, before presentation of the proof of such damages to any court, commission, or tribunal, the amount of rent reserved upon such reletting shall, conclusively, be fair and reasonable rental value of the Premises, or part thereof, so relet during the term of reletting. Landlord however, shall have no liability for its inability to mitigate the damages by seeking to relet the Premises and it shall in no event and in no way be responsible or liable for any failure to relet the Premises or any part thereof or for failure to collect any rent due upon any such reletting. 26.03 Suit or suits for recovery of such damages or any installments thereof may be brought by Landlord at any time and from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until Page 23 I the date when the -term would have expired if it had not been so terminated under the provisions of Article 24, or under any provision of law, or had Landlord not re-entered the Demised Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages, in addition to the damages particularly provided above, that Landlord may lawfully be entitled to by reason of any fault hereunder on the part of the Tenant. 26.04 Nothing herein contained shall be construed to limit or prejudice the right of Landlord to provide for and obtain as damages by reason of the termination of this Lease or re-entry on the Demised Premises for the default of Tenant under this Lease an amount equal to the maximum allowed by any statue or rule of law in effect at this time then governing the proceedings in which such damages are to be proved whether or not such amount be greater than, equal to, or less than any of the sums referred to in Article 26.01. 26.05 In addition, if this Lease id terminated under the provisions of Article 24, or if Landlord shall re?enter the Demised Premises under the provisions of Article 25, Tenant covenants that: the Demised Premises then shall be in the same condition as that in which Tenant has agreed to surrender the same to Landlord at the Expiration Date; Tenant shall have performed prior to any such termination any obligation of Tenant contained in this Lease for making of any alteration or for restoring or rebuilding the Demised Premises or the Building, or any part thereof; and for the breach of any i covenant of Tenant set forth above in this Article 26?03, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay as and for liquidated damages therefore, the reasonable cost of performing such covenant (as estimated by an independent contractor selected by Landlord). 26.06 In addition to any other remedies Landlord may have under this Lease, and without reducing or adversely affecting any of Landlord's right and remedies under this Article 26, if any damages payable hereunder by Tenant to Landlord are not I paid within till!) days after due, the same shall bear interest at the rate of 1 1/2% per month or the maximum rate permitted by law, whichever is less, from the due date thereof until paid, and the amounts of such interest shall be Additional Charges hereunder. ARTICLE 27 - AFFIRMATIVE WAIVERS 27.01 Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or future law, to redeem the Demised Premises or to have a continuance of this Lease after being dispossessed or ejected from the Demised Premised by process of law or under the terms of this Lease or after the termination of this Lease as provided in this Lease. 27.02 Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant and Tenant's use or occupancy of the Demised Premises and use of the Common Areas, including without limitation any claim or injury or damage, and any emergency and other statutory remedy with respect thereto. Drama Feed-Mam the ARTICLE 28 - NO WAIVERS 28.01 The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this Lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of performance of such one or more obligations of this Lease or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord of Fixed Rent, Percentage Rent or Additional Charges with knowledge of Breach by Page 24 Tenant of any obligation of this Lease shall not be deemed a waiver of such breach. ARTICLE 29 - CURING DEFAULTS 29.01 If Tenant shall default in the performance of any of Tenant's obligations under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform same for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case only if such default continues after the expiration of 2_Ol? days from the date Landlord gives Tenant eritten notice of the default. Bills for any expense incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable costs, expenses and disbursements of every kind and nature whatsoever, including reasonable attomeys' fees and expenses, involved in collection or endeavoring to collect the Rent or any part thereof or enforcing or endeavorin to enforce any rights against Tenant or Tenants obligations hereunder, under or in connection with this Lease or pursuant to law, including any such cost, attomeys' fees, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Demised Premises after default by Tenant or upon the expiration of the Term or sooner termination of this Lease, ay be sent by Landlord to Tenant or immediately, at Landlord's option, and such amounts shall be due and payable in accordance with the terms of such bills. In addition, all reasonable costs, attomeys' fees, expenses and disbursements incurred by Landlord in connection with the institution and prosecution of summary proceedings or any action or proceeding to recover possession or damages, or otherwise enforce its rights arising from this Lease, shall be recoverable from Tenant in said action or proceeding. ARTICLE 30 - BROKER 30.0] Both parties represent that NO BROKERS were instrumental in bringing about or consummating this Lease, and that they no conversations or negotiations with any (other) broker concerning the leasing of the Demised Premises. Each party agrees to indemnify and hold harmless the other against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, attorney's fees and expenses arising out of any conversations or negotiations had by Tenant with any (other) broker. ARTICLE 31 NOTICES 31.01 Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made by either party to the other, pursuant to this Lease or pursuant to any applicable Legal Requirement, shall be in writing (whether or not so stated elsewhere in this Lease) and shall be deemed to have been properly given, rendered or made only if delivered in person or if sent (1) by registered or certi?ed mail, return receipt requested, posted in a United States post of?ce station or letter box in the continental United States, or (2) by Express Mail, or (3) overnight courier or delivery service which provides written proof of delivery, addressed to the other party at the address hereinabove set forth and shall be deemed to have been given, rendered or made on the day of delivery in person or if sent, on the third business day after the day of delivery in person or if sent, on the next business day after the day so sent. Either party may, by notice as aforesaid, designate a different address of or addresses for notices, statements, demands, consents, approvals or other communications intended for it. Notices from Landlord's attorney to Tenant shall be deemed equally as effective as if they were from Landlord directly. All notices statements. demands. approvals or other as Iguanjihall also headc?esgeq to the (.?onnty Executive and shall also be sent to_th_e [simian Digital. 953; ARTICLE 32 - ESTOPPEL CERTIFICATES Page 25 32.01 Each party shall, at any time and from time to time, as required by the other party, upon not less than @er 1L2 (Dean days prior notice execute and deliver to the requesting party a statement certifying that this Lease is unmodi?ed and in full force and effect (or if there have been modi?cations, that the same is in full force and effect as modi?ed and stating the modi?cations), certifying the dates to which the Fixed Rent and Additional Charges have been paid, stating whether or not, to the best knowledge of the party giving the statement, the requesting party is in default of performance of any of its obligations under this Lease and if so, specifying each such default of which the party giving the statement shall have knowledge, and stating whether or not, to the best knowledge of the party giving the statement, any event has occurred which with the giving of notice or passage of time, or both, would constitute such a default of the requesting party, and if so, specifying each such event; and such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certi?cate and by others with whom such party may be dealing, regardless of independent investigations. Tenant also shall include in any such statement such other information concerning this Lease as Landlord may reasonably request. Failure of the Tenant to execute and deliver the statement within the (4-0) days notice period shall be a default of this Lease. Upon such default, Landlord, among other remedies, shall have the bene?t of the provisions of Article 32.02 below. 32.02 In the event Tenant shall fail or refuse to execute and deliver to landlord the statement required in Article 32.01 above, Tenant hereby irrevocably appoints landlord as its attomey-in-fact with ?ill power and authority to execute and deliver such statement in the name of Tenant, or Landlord may treat such failure on the part of Tenant as a default. ARTICLE 33 OPTION TO PURCHASE 33 .01 Tenant shall have the Option to Purchase the Premises designated as an approximate glithe (?Space?) on the Site Plan, along with a then determined area of real property directly appurtenant thereto. The Tenant may elect to do so and shall notify Landlord of said intention after the expiration of the initial lint: anheenrinnien.oliiln: amend. the of time_wlicn it has an axisiin g_ai_1_cl valid least; lin?glhmiscd Premises. is current within Rent and Additional Rent pavinents and is not in_de_fpph._ Tenant inust_p_roy_ide Landlord with a minimum of one hundred and int-entit- (ll?l?ys written notice_p[i_g toth expiredlentil: tern], 33 .02 If Tenant desires to purchase the [ganged I?reniises?ailtlhig, it shall give written notice of its intent to the Landlord. In the event Tenant exercises its option to purchase the Demigod I?'gmtlesignated?Sime, the purchase price (the ?Purchase Price?) shall be the fair market value of Wigwam}; at the time Tenant so elects to purchase the all things considered, including the then remaining term of the Lease. The Landlord and Tenant shall have thirty (30) days to agree upon the Purchase Price following receipt by Landlord of Tenant?s notice. 33 .03 Once the Purchase Price is determined, the parties shall execute a contract of sale mutually agreeable to the parties which contract of sale shall provide that: the Property shall be delivered free and clear of any and aliens, (ii) shall provide a closing within (90) days of the date of execution thereof, and shall contain such other commercially reasonable terms as are then customary in the sale of a commercial property in Putnam County. If the parties are unable, despite using good faith reasonable efforts, to agree upon a contract of sale and the terms thereof within ninety (90) days following the receipt of Tenant?s notice to purchase, upon expiration of such ninety (90) day period, the Tenant shall have no further right to purchase the Building and Tenant?s rights granted pursuant to this Article 33 shall be null and void and of no ?nther force and effect and Landlord shall thereafter be free to sell the Building to any third party Purchaser. 33 .04 In the event the Landlord and Tenant are unable to agree on the Purchase Price, The Purchase Price shall be Page 26 determined as hereinafter set forth. For all purposes of this Lease, the Purchase Price shall be determined by the following procedure: a. If Landlord and Tenant have not agreed upon the Purchase Price within the thirty (30) day period as set forth above, each shall, within ?fteen (15) days thereafter, designate an independent appraiser of recognized competence for sale of real estate comparable to the [lunged PrentiscsBuilding (?Initial Appraisers?) by written notice served upon the other. b. The Initial Appraisers shall confer and attempt to agree upon the Purchase Price during the ensuring thirty (30) day period and any such agreed Purchase Price shall be conclusive for purposes hereof. If either Landlord or Tenant fails to designate an appraiser as set forth in Subparagraph above, the determination of the Purchase Price by the appraiser designated by the other shall be conclusive for purposes hereof. c. If the Initial Appraisers cannot so agree within such thirty (3 0) day period, they shall each prepare a written determination of the Purchase Price and jointly designate a disinterested appraiser (?Additional Appraiser?). The Additional Appraiser shall make a written determination of the Purchase Price within thirty (30) days from the date of his designation. Thereafter, the three (3) appraisals shall be averaged and such average shall be conclusive as the Purchase Price for purposes hereof. Each Appraisers so chosen shall have a minimum of ?fteen (15) years? experience in appraising commercial real estate in Putnam County. (1. If the Initial Appraisers do not designate the Additional Appraiser within the appropriate time period, he shall be designated by the President of The American Institute of Real Estate Appraisers, or its then successor organization or, if no such organization exists, the President of the Real Estate Board of New York, Inc. or is successor organization. e. All costs of Appraisal, other than the costs of the Initial Appraisers which shall be borne by the party choosing each such appraiser, shall be totaled and shared equally between Landlord and Tenant. f. In determining the Purchase Price, the appraisers shall consider all things relative to the Space and the transaction including, but not limited to, the Rent being paid by Tenant in the Space, the condition of the Space, the impact that a sale of the Space would have on real estate taxes and other charges against the Building, the remaining term of the Lease and the sale price of other comparable real estate taxes in the area. g. Tenant may not assign this Option to Purchase to any af?liate or any entity controlling Tenant, controlled by Tenant or under common control with Tenant. 33 .05 Should the Tenant exercise its Option to Purchase: a. The Tenant shall be responsible for obtaining any and all required approvals, including condominium approval for the Premises. b. The Landlord shall transfer to the Tenant an easement for the purpose of ingress and egress, which such location shall be hcl?jlm parlies'__11_1_tltual satisfaction. c. The Landlord shall transfer to the Tenant an easement required for the parking area. Iiich shall be to lil?j??gj; mutual satisfaction. ARTICLE 34 - RECORDING OF LEASE 34.01 Tenant shall not record this lease and attempt to do so shall constitute a default. However, at the request of the Landlord, Tenant shall execute, acknowledge and deliver to Landlord a memorandum of Lease with respect to this Lease suf?cient for recording. Such memorandum shall not be deemed to change or otherwise affect any of the Page 27 obligations or provisions of this Lease. Whichever party records such memorandum of Lease shall pay all recording costs and expenses, including taxes due upon such recording. ARTICLE 35 - MISCELLANEOUS 35 .01 Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease or in any other written agreement(s) which may be made between the parties concurrently with the execution and delivery of this Lease. All understandings and agreements heretofore had between the parties are merged in this Lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation. Neither party has relied upon any statement or representation not embodied in this Lease or in any other written agreement(s) made concurrently herewith. 35.02 No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modi?cation, waiver, release, discharge, termination or effectuation of abandonment is sought. 3 5.03 If Tenant shall at any time request Landlord to sublet or let the Demised Premises for Tenant's account, Landlord is authorized to do so, without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant's Property in connection with such subletting or letting: 35 .04 Except as otherwise expressly provided in this Lease, the obligation under this Lease shall bind and bene?t the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that no violation of the provisions of Article shall operate to vest any rights in any successor or assignee of Tenant and the provisions of this Article 35.04 shall not be construed as modifying the provisions contained in Article 24. 35.05 Except for Tenant's obligations to pay Rent, the times for which are of the Essence of this agreement, the time for Landlord or Tenant, as the case may be, to perform any of its respective obligations hereunder shall be extended if and to the extent that the performance thereof shall be prevented due to any strikes, lockouts, civil commotions, warlike operations, invasions, rebellions, hostilities, military or usurped power, governmental regulations or controls, inability to obtain labor or materials despite due diligence, acts of God, or other causes beyond the control of the party whose performance is required. Except as expressly provided to the contrary, the obligations of the Tenant hereunder shall not be affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, because Landlord is unable to ful?ll, or is delayed in ful?lling, any of its obligations under this Lease due to any of the matters set forth in the ?rst sentence of this Article 35 .05, or because of any failure or defect in the supply, quality or character of electricity, water or any other utility or service furnished to the Demised Premises for any reason beyond Landlord's reasonable control. 3 5.06 Any haughty-Hakim: for payments hereunder (including, without limitation, Additional Charges) shall survive the expiration of the Term or earlier termination of this Lease. 35.07 If Tenant shall request Landlord's consent as provided for in this agreement, and Landlord shall fail or re?ise to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent; Tenant's sole remedy, if any, shall be an action for speci?c performance or injunction, and such remedy shall be available only in those Page 28 - cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. B508 Tenant shall not exercise its right under Article $45 or any other provision of this Lease in a manner which would violate Landlord's union contracts affecting the Entire Premises, if any, or create any work stoppage, picketing, labor disruption or dispute or any interference with the business of Landlord or any Tenant or occupant of the Entire Premises. 35.09 Irrespective of the place of execution or performance, this Lease shall be governed by and construed in accordance with the laws of the State of New York. If any provision of this Lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Lease and the application of that provision to other Persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted. If any words or phrases in this lease shall have been stricken out or otherwise eliminated whether or not any other words or phrases have been added, this Lease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Lease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligations or other provision of this Lease on Tenant?s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease. All terms and words in this Lease, regardless of the number or gender in which they are used shall be deemed to include any other number and any other gender as the context may require. 35.10 THE PROVISIONS OF THIS ARTICLE HAVE ALL BEEN EXPLICITLY DISCUSSED, REVIEWED AND NEGOTIATED AND THEY ARE EQUALLY ESSENTIAL TO THIS AGREEMENT AS ANY OF THE OTHER PROVISIONS. Article 36: INABILITY TO PERFORM 36.1 This Lease and the obligation of Tenant to pay rent hereunder and to perform all of the other cOVenants and agreements hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to ful?ll any of its obligations under this Lease if Landlord is prevented or delayed from so doing by reason of strike or labor troubles or any cause whatsoever beyond the reasonable control of Landlord including, but not limited to, government preemption in connection with a National Emergency or by reasons of any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the conditions of supply and demand which have been ore affected by war or other emergency. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year ?rst above written. SIGNATURES Page 29 - Landlord: BUTTERFIELD REALTY LLC By: Paul Guillaro Tenant: COUNTY OF PUTNAM By: By: Page 30 Page ?31 Demises Premises: Lease Term in years: Lease Commencement Date: Rent Commencement Date: Lease Option: Lease Option Rental: Lease Termination Date: Lease Liquidated Damages: Buildout: First year rent: Annual Rent increases: First year cam charges: as noted below) EXHIBIT Lahei' l?aviliunl?uileiing 2-- End-Him: $5 years x- . 60 days after the [inmmeneement Date hamllerdemnpletes-ea?sier li \r'eQHHeH-year thitin term stem-"n, notice to be provided to Landlord, no less than one year prior to end of the commencement of gel?: qptimi Market Rate jl?S years after the Commencement Date If Tenant desires to terminate lease, at any time, during initial m-Eliilieen years, Tenant shall pay to Landlord, sum equal to one-year of rent and common charges at the rate at the time of termination. Landlord to provide $77,700.00 (approxintatlely;6,000 sq.ft. $12.95/sq.ft. ofrentable space) 2% per year or CPI (whichever is higher) on each March 1St plus cam charges as calculated annually $31,691.56 (amiroximatelr sq.ft. estimated Cam shall be capped at 3.5% increases annually once fully established by the end of year two of the original live year term of the Lease. The Landlordl?us management lite shall he amped at 3% of the Page 32 (IAM?-?eenisearlease. Base Estimated Annual CAM: Real Estate Taxes (estimatedI11f'nr1t'u" I?kll . Common area parking trash containerinterier cleaning and cleaning: (exterior) 705 88??5. 4?74 I'vnn?r?lwnn ini i J. IUEJHIIM Jul {I?Il?l'l'rll?r?l?il'i?l ?1 J. 511..- IJLI lluvuulull .11 I Electric (common i ghting i parkingT lotl hall?l??'i??sg? ll: '3 q; -aluvv Electric Snow Plat-tint; {does not include removal off site) 4.98194 . 1 I q: 1 I ?JIl'hf'F' M. Landscaping (does not include [men Space} Irrigation (well power. pman service contract) 776.47 1- Sanitation 1,604.13536 Pest Control (exterior) 423.53 411?}? Insurance 2.823 53 Management 3 350.80 Renai rs grounds/parking lot/parking lights! Fence 1.4] 1.76 Repairs ~?building 1.053.82?nl??S %n72?7 Total 50.69156 CAM per square foot $8.45 Page 33 Page 34 $443999 Dl'nnd?i- I [unitary-u IIL .p '1 5:an nun: . 2. 1-. J. ?2 loud speakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or shall keep the premises at a temperature suf?ciently high to prevent freezing of water in pipes and a? *7 a: . Tenant and Tenant's employees shall park their cars only in those areas designated for the purpose by Landlord. Elli). 1 1 EXHIBIT RULES AND REGULATIONS Tenant covenants and agrees with Landlord to obey, in all respects, the following rules and regulations: The delivery, shipping, loading or unloading of merchandise, supplies and ?xtures to and from the demised premises shall be subject to such rules and regulations as ins?sin the reasonable judgment of the Landlord are necessary for the proper operation of the building or shopping area. All garbage and refuse shall be kept in the kind of container Speci?ed by Landlord, and shall be placed outside of the premises prepared for collection in the manner and at the times and place speci?ed by Landlord. .?lw or acrial?iust?lcd without written consent of the Landlordwtei?iilnsa shall be subject to removal without notice at any time. seen outside of the premises without the prior written consent of the Landlord. ?xtures . . shall not place or permit any obstructions or merchandise in areas; Tenant shall furnish Landlord with State automobile license numbers assigned to Tenant's car or cars and cars of Tenant?s employees within ?ve (5) days after such changes occur. ._The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign breakage, stoppage or damage resulting from a violation of this provision shall be borne by Tenant. Tenant shall not burn any trash or garbage of any kind in or about the building. will not utilize any advertising media or devices anywhere upon the land and buildings of the shopping center (other than its approved sign) without Landlord's express written consent. Page 35 Jr eumlaeledlrereu nelsra?rr?te use l-l-m?same?essimi-larmale mane?WE this araeliasa-rlime?Ha-mi-IG ?i-d-liLHM-?LLH-I-l?es 12. Upon the expiration or other termination of the term of this Lease, Tenant shall quit and surrender to Landlord the demised premises, broom clean, in good order and condition, ordinary wear excepted. 13. The sidewalks, entrances, passages, courts, elevator, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose. No auction, ?re, bankruptcy or selling-out sales shall be conducted on or about the premises without the prior written consent of the Landlord. tel?a shall not permit any unlawful or immoral practice or business to be carried on or committed upon the demised premises. shall not use the premises for any purpose or in any manner whatsoever which might create a nuisance or injure the reputation of the premises or of the Tenant will not, at any time, advertise its business on the premises as a discount center, discount store or discount house or advertise in any similar manner, indicating the aforementioned as its policy with regard to its entire business or any part thereof. Tenant agrees that Landlord may from time to time amend, modify, delete or add new and additional reasonable rules and regulations for the use and care of the premises, the building of which the premises are a part and the common use areas. Tenant agrees to comply with all such rules and regulations upon posting of same in such place within the Lamplessheppirgeenia as Landlord may designate, provided that such rules and regulations shall apply uniformly to all Tenants of the and shall not prevent conduct of Tenant?s business and as long as there is no material increase in costs to the Tenant. Landlord initials Tenant initials