Fillable Printable Store Lease Form

Store Lease Form

STORE LEASE

LEASE dated , between having a place of business at

(Hereinafter called "Landlord"), and , a New York corporation having a place of business at

(hereinafter called "Tenant").

W I T N E S S E T H :

1. Demise of Premises, Term and Rent. Landlord does hereby lease and demise to Tenant, and Tenant

does hereby hire and take from Landlord, subject to any ground leases and/or underlying leases and/or mortgages as

hereinafter provided, and upon and subject to the covenants, agreements, term, provisions and conditions of this

Lease for the term hereinafter stated, the portion of the store premises and the portion of the basement each more

specifically shown, respectively, hatched and cross-hatched on the plans attached hereto as Exhibits "A" and "B", said

demised premises, together with all fixtures, equipment, improvements, installations and appurtenances which at the

commencement of or during the term of this Lease are thereto attached (except items not deemed to be included

therein and removable by Tenant as provided in Article 4 of this Lease) are hereinafter called the "premises", and the

plot of land on which the Building has been constructed is hereinafter called the "Land".

The term of this Lease shall commence on (subject to postponement of said specific date as provided

in Article 2 hereof) or on such earlier date as Tenant shall occupy the premises or any part thereof with the consent of

Landlord for the purpose of carrying on the normal functions of Tenant's business (such date for the commencement

of the term hereof being hereinafter called the "term commencement date") and shall end on or shall end on such

earlier date upon which said term may expire or be terminated pursuant to any of the conditions of limitation or other

provisions of this Lease or pursuant to law.

The premises shall be used for the following, but not for any other purpose, namely:

Landlord agrees that Landlord will not lease any other space in the Building which is subject to Landlord's

control to any entity for any primary use which includes any use set forth in the preceding paragraph hereof but

nothing contained herein shall preclude Landlord from leasing space where any such use referred to the preceding

paragraph hereof is incidental to the primary or main use of the tenant, occupant or user thereof.

The rent reserved under this Lease for the term hereof shall be and consist of the following fixed rent,

namely:

(a) for and during the period commencing on and ending on , ($ ) Dollars per annum;

(b) for and during the period commencing on and ending on , ($ ) Dollars per annum;

all such fixed rent being payable in equal monthly installments in advance, on the first day of each and every

calendar month during said term (except that Tenant shall pay the monthly installment of fixed rent for the month of

on the execution hereof), plus such additional rent and other charges as shall become due and payable hereunder,

which additional rent and other charges shall be payable as hereinafter provided; all to be paid to Landlord at is office,

or such other place as Landlord may designate, in lawful money in the Untied States of America. The monthly

installments of fixed rent for the month during which the term commencement date occurs and the month during

which the term hereof expires shall each be prorated.

In addition to the foregoing, and in further consideration of Landlord entering into this Lease, upon the

execution of this Lease, Tenant shall also pay to Landlord the sum of $ as and for Security Deposit. If Tenant's

check or checks for such sum, or the sum referred to in the immediately preceding paragraph hereof, shall not be

honored by the bank upon which it or they are drawn for any reason of any kind or nature whatsoever, this Lease shall

be, and shall be deemed to be, without notice, immediately cancelled and terminated and of no further force or effect

and Landlord shall have no liability or obligation to Tenant under this Lease.

Provided Tenant shall not at any time be in default of any of the convents, agreements, terms, provisions or

conditions of this Lease on its part to be kept, observed and performed, the monthly installments or part thereof of

fixed rent payable by Tenant to Landlord for the period commencing on the term commencement date and ending on

shall be abated; the twelve (12) monthly installments of fixed rent payable by Tenant to Landlord for the period

beginning and ending shall each be abated by an amount equal to $ ; and, the sixty (60) monthly

installments of fixed rent payable by Tenant to Landlord for the period beginning and ending shall each

be abated by an amount equal to $ .

Tenant does hereby covenant and agree promptly to pay the fixed rent, additional rent and other charges

herein reserved as and when the same shall become due and payable, without demand therefore, and without any

set-off or deduction whatsoever, and to keep and perform, and to permit no violation of, each and every of the

covenants, agreements, terms provisions and conditions herein contained on the part and on behalf of Tenant to be

kept and performed.

For default in payment of additional rent or other sums or charges herein reserved or payable by Tenant,

Landlord shall have the same remedies as for a default by Tenant in the payment of fixed rent payable hereunder.

If Tenant shall fail to pay any installment of fixed rent or additional rent or other sums or charges within ten

(10) days after the same shall be due then, Tenant shall pay a late charge of $ for each $1.00 so unpaid.

Nothing herein contained shall be intended to violate any applicable law, code or regulation, and, in all instances, such

late charge shall be automatically reduced to any maximum applicable legal rate or charge. Such late charge shall be

imposed monthly for each late payment and is in addition to all other rights and remedies available to landlord and

shall not be deemed to limit any such rights or remedies.

Tenants' obligations and responsibilities pursuant to any provision of this Lease, including the payment of any

fixed rent or additional rent or the keeping, observance or performance of any covenant, agreement, term, provision

or condition of this Lease on Tenant's part to be kept, observed or performed, shall survive the expiration or

termination of the term of this Lease.

2. Occupancy.

(a) If the premises are not ready for Tenant's occupancy on the term commencement date, then this Lease

shall not be affected thereby but, in such case, such specific date shall be deemed to be postponed until the date

when the premises are ready for Tenant's occupancy and Tenant shall not have any claim against Landlord, and

Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the

term commencement date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof

shall be extended by the number of days equal to the number of days by which the term commencement date was so

postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 shall

likewise be extended by said number of days. In the event of the foregoing, Tenant will, at the request of Landlord,

enter into an agreement setting forth the term commencement date and all other dates required to be modified by

reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the

time at which Landlord shall deliver possession of the premises to Tenant, and Tenant hereby waives any rights to

rescind this Lease which Tenant might otherwise have pursuant to Section 223a of the Real Property Law of the State

of New York or pursuant to any other law of like import now or hereafter in force.

(b) Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any

work or there installations in or to the premises or the Building and Tenant further convents and agrees that the

premises are leased to Tenant, and Tenant shall accept the premises, in its "as is" condition existing on the term

commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement

date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no

representations as to the condition of the premises or the Building or the suitability thereof for the use permitted

hereunder. Landlord agrees that Tenant shall be permitted to use one of the two air conditioning compressors

presently being used and designated by Landlord; provided, however, Landlord makes not warranty or representation

with respect to the use or condition or suitability or feasibility of any such compressor and Landlord shall have no

obligation, responsibility or liability of any kind or nature whatsoever in connection with the compressor so used by

Tenant.

sole cost and expense, shall be permitted to install an air conditioning generator in the premises and Landlord will

permit necessary duct work therefor to be installed in the portion of the Building presently occupied by Landlord.

Upon prior notice to Landlord, Tenant shall be permitted to enter the portion of the Building occupied by Landlord for

the purpose of maintaining and servicing said generator provided any such entry shall be accomplished only in the

presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlord's use or occupancy

of said portion so occupied by Landlord.

(d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that

Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were

in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the

Building or the premises.

(e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions

of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenant's sole cost and expense, shall perform all

work and other alterations and installations necessary in order to prepare the premises for Tenant's occupancy for the

use permitted hereunder including, but not limited to, the construction of demising walls.

(f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on

any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated.

(g) A copy of the Certificate of Occupancy covering the Building is attached hereto.

3. Use of Premises. Tenant shall not use the premises or any part thereof, or permit the premises or any

part thereof to be used, for any purpose other than the use hereinabove specifically mentioned, subject, however, to

all the covenants, agreements, terms, provisions and conditions of this Lease. Those portions, if any, of the premises

which on the plan(s) attached hereto are shown as toilets and utility areas shall be used by Tenant only for the

purposes for which they are designed. Tenant will not at any time use or occupy the premises or any part thereof, or

permit the premises or any part thereof to be used or occupied, in violation of the certificate of occupancy (temporary

or final) issued for the Building and/or the premises.

Tenant shall not use or permit the use of the premises or any part thereof in any way which would violate any

of the covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any

unlawful manner and Tenant shall not suffer or permit the premises or any part thereof to be used in any manner or

anything to be done therein or suffer or permit anything to be brought into or kept in the premises which, in the

judgment of Landlord, shall in any way impair or tend to impair the character, reputation or appearance of the Building

as a first-class office building, impair or interfere with or tend to impair or interfere with any of the Building services or

the proper and economic heating, cleaning, air conditioning or other servicing of the Building or the premises, or

impair or interfere with or tend to impair or interfere with the use of any of the other areas of the Building by, or

occasion discomfort, inconvenience or annoyance to, any of the other tenants or occupants of the Building. Tenant

shall not install any electrical or other equipment of any kind, which, in the judgment of Landlord, might cause any

such impairment, interference, discomfort, inconvenience or annoyance.

Except as set forth in Article 1 hereof, Tenant will not, and will not permit anyone to, sell or traffic in any

spirituous liquors, wine, ale or beer in or from the premises or carry on any manufacturing in the premises.

If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business

or other activity carried on it the premises, Tenant, at Tenant's expense, shall duly procure and thereafter maintain

such license or permit and submit the same to inspection by Landlord. Tenant, at Tenant's expense, shall, at all times,

comply with the terms and conditions of each license or permit.

4. Fixtures, etc., Not to be Removed. All fixtures, equipment, improvements, installations and

appurtenances attached to, or built into, the premises at the commencement of or during the term hereof, whether or

not furnished and installed at the expense of Tenant or by Tenant, shall be and remain part of the premises and be

deemed the property of Landlord and shall not be removed by Tenant, except as otherwise expressly provided in this

Lease. Without limiting the generality of the next preceding sentence, all electric, plumbing, heating, sprinkler,

dumbwaiter, elevator, pneumatic tube, telephone, telegraph, communication, radio and television systems, fixtures

and outlets, Venetian blinds, partitions, railings, gates, doors, vaults, stairs, paneling (including, but not limited to,

display cases and cupboards recessed in paneling), molding, shelving, radiator enclosures, cork rubber, linoleum and

composition floors, and ventilating, silencing, air conditioning and cooling equipment shall be deemed to be included

in such fixtures, equipment, improvements, installations and appurtenances, whether or not attached to or built into

the premises. Anything hereinbefore in this Article 4 contained to the contrary notwithstanding, any fixture, equipment,

improvement, installation or appurtenance furnished and installed in any part of the premises (whether or not attached

thereto or built therein) at the sole expense of Tenant (and with respect to which no credit or allowance shall have

been granted to Tenant by Landlord and which was not furnished and installed in replacement of an item which

Tenant would not be entitled to remove in accordance with this Article 4) may be removed from the Building by Tenant

prior to the expiration of the term hereof and, if and to the extent requested by Landlord (either prior to or not more

than 30 days after such expiration), shall be removed from the Building by Tenant prior to such expiration unless such

request is made after such expiration (or is made prior to such expiration and Tenant acting with reasonable

promptness is not able to remove same from the Building prior to such expiration), in which event the same shall be

removed from the Building by Tenant with reasonable promptness after the receipt of such request. The cost and

expense of any such removal and the cost and expense of repairing any such damage to the premises or to the

Building arising from such removal shall be paid by Tenant on demand. If any fixtures, equipment, improvement,

installation or appurtenances which as aforesaid may or is required to be removed from the Building by Tenant is not

removed by Tenant from the Building within the time above specified therefor, then Landlord (in addition to all other

rights and remedies to which Landlord may be entitled at any time) may at its election deem that the same has been

abandoned by Tenant to Landlord, but not such election shall relieve Tenant of Tenant's obligation to pay the cost and

expense of removing the same from the Building or the cost or repairing damage to the premises or to the Building

arising from such removal.

All the perimeter wall of the premises, any balconies, terraces or roofs adjacent to the premises, and any

space in and/or adjacent to the premises used for shafts, stacks, pipes, vertical conveyors, mail chutes, pneumatic

tubes, conduits, ducts, electrical or other utilities, rooms containing elevator or air conditioning machines and

equipment, sinks, or other similar or dissimilar Building facilities, and the use thereof, as well as access thereto

through the premises for the purposes of such use and the operation, improvement, replacement, addition, repair,

maintenance and decoration thereof, are expressly reserved to Landlord.

5. Electric Energy and Water. Tenant, at Tenant's sole cost and expense, shall furnish through the

transmission facilities initially installed in the Building, and supply to the premises, alternating electrical energy to be

used by Tenant in the premises in such reasonable quantity as may be reasonably required by Tenant for the

operation of Tenant's business from the premises.

Tenant covenants and agrees that at all times its use of electrical energy shall not exceed the capacity of

existing feeders to the Building or the risers or wiring installations and Tenant may not use any electrical equipment

which, in Landlord's sole and exclusive opinion, will overload any such installations or will interfere with the use

thereof by other tenants or occupants of the Building or otherwise have a material or adverse effect on electrical

energy service to the Building.

Landlord shall in no way be liable for any failure of or defect in the character or supply of electrical energy

furnished to the premises except for actual damage suffered by Tenant by reason of any such defect or failure

resulting from the willful gross negligence of Landlord.

In order that Landlord may at all times have all necessary information which it requires in order to maintain

and protect its equipment, Tenant agrees that it will not make any alteration or addition to the electrical equipment

and/or appliances in the premises without prior written consent of Landlord in each instance.

Tenant shall pay Landlord the cost for all water consumed in the premises and for any required pumping and

heating thereof or other charges which may be imposed by the city or other governmental authority or agency thereof

based on the quantity of water so used by Tenant and/or the charge therefor.

All meters necessary for the measurement of Tenant's consumption of electrical energy and water in the

premises shall be installed, if required, and maintained by Tenant at Tenant's sole cost and expense.

6. Various Covenants. Tenant covenants and agrees that Tenant will:

(a) throughout the term, at Tenant's expense, make all repairs, restoration and replacements in, at and to

the premises as and when the same are necessary in order to keep and maintain the premises and the fixtures and

appurtenances therein in good order, condition and repair and pay to Landlord the cost of making good any injury,

damage or breakage to the Building or the premises (including plate glass).

(b) faithfully observe and comply with the rules and regulations annexed hereto and such additional rules

and regulations as Landlord and "Owner" as such term is hereinafter defined hereafter at any time or from time to

time may make and may communicate to Tenant, which, in the judgment of Landlord of Owner, shall be necessary or

desirable for the reputation, safety, care or appearance of the Building, or the preservation of good order therein, or

the operation or maintenance of the Building, or the equipment thereof, or the comfort of tenants or others in the

Building; provided, however, that in the case of any conflict between the provisions of this Lease and any such rules

or regulations, the provisions of this Lease shall control, and provided further that nothing contained in this Lease shall

be construed to impose upon Landlord any duty or obligation to enforce the rules and regulations or the terms,

covenants or conditions in any other lease as against any other tenant and, provided further, that Landlord shall not

be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors, invitees,

subtenants or licensees.

Landlord therein and any lessor under any ground or underlying lease, and their representatives, to enter the

premises at all reasonable hours, for the purposes of inspection, or of making repairs, replacements or improvements

in or to the premises or the Building or equipment, or of complying with all laws, orders and requirements of

governmental or other authority or of exercising any right reserved to Landlord by this Lease (including the right,

during the progress of any such repairs, replacements, or improvements or while performing work and furnishing

materials in connection with compliance with any such laws, orders or requirements, to keep and store within the

premises all necessary materials, tools and equipment).

(d) make no claims against Landlord or any lessor under any ground or underlying lease for any injury or

damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, or loss of use of, any

property of Tenant or of any other person irrespective of the cause of such injury, damage or loss, unless caused by

the willful gross negligence of Landlord or Owner in the operation or maintenance of the Building, it being understood

and agreed that no property other than such as might normally be brought upon or kept in the premises for the

purposes herein specified will be brought upon or kept in the premises.

(e) make no alterations, decorations, installations, repairs, additions, improvements or replacements

including, but not limited to, demising walls, in, to or about the premises without Landlord's prior written consent, and

then only by contractors or mechanics approved by Landlord which approval of contractors and mechanics Landlord

agrees will not be unreasonably withheld or delayed. Landlord, as a condition of such consent, may impose such

requirements upon Tenant for the furnishing, by Tenant, at Tenant's sole cost and expense, of such insurance as

Landlord shall determine necessary, appropriate and desirable including, but not limited to, personal liability, property

damage and workers' compensation insurance and Landlord, any mortgagee or any ground or underlying lessor as

shall be designated by Landlord shall be named as additional insured under any such insurance. All such alterations,

decorations, installations, repairs, additions, improvements or replacements shall be done at Tenant's sole expense

and at such times and in such manner as Landlord may from time to time designate. Prior to the commencement of

any such alterations, decorations, installations, repairs, additions, improvements or replacements, Tenant shall submit

to Landlord, for Landlord's approval, plans and specifications (to be prepared by and at the expense of Tenant) of

such proposed alterations, decorations, installations, repairs, additions, improvements or replacements, in detail,

satisfactory to Landlord. In no event shall any material or equipment be incorporated in or to the premises in

connection with any such alteration, decoration, installation, repair, addition, improvement or replacement which is

subject to any lien, security agreement, charge, mortgage or other encumbrance of any kind whatsoever or is subject

to any conditional sale or other similar or dissimilar title retention agreement. Any mechanic's lien field against the

premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to,

Tenant shall be discharged by Tenant within 10 days thereafter, at Tenant's expense, by payment or filing the bond

required by law. All alterations, decorations, installations, repairs, additions, improvements, replacements or work

done by Tenant shall at all times comply with (1) laws, rules, orders, and regulations of governmental authorities

having jurisdiction thereof, including without limitation, the American's With Disabilities Act and all regulations issued

thereunder and the Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, (2) rules and

regulations of Landlord, and (3) plans and specifications prepared by and at the expense of Tenant theretofore

submitted to Landlord for Landlord's prior written approval and which Landlord shall have approved. No structural

alterations, installations, repairs, additions, improvements, replacements or work or any alterations, installations,

repairs, additions, improvements, replacement or work to any utility system in or serving the Building or the premises

shall be undertaken, started or begun by Tenant, its agents, servants or employees, until Landlord has approved such

plans and specifications; and no amendments or additions to such plans and specifications shall be made without the

prior written approval of Landlord; provided, however, Landlord's review and/or approval of such plans and

specifications or amendments or additions thereto shall not constitute a determination or acknowledgement by

Landlord that such plans and specifications comply with applicable laws, rules, orders and regulations of

governmental authorities. Tenant shall be entitled to make nonstructural alterations to the interior of the premises

provided Tenant furnishes Landlord with plans and specifications therefor, including "as built" plans and specifications,

and otherwise complies with the provisions of this Lease including this paragraph (e). The construction of demising

walls by Tenant shall be subject to the prior written consent of Landlord. If Landlord provides hoist and/or elevator

service to Tenant's contractors, such service shall be provided on the same terms and conditions as the same is

provided to Landlord's contractors. Tenant agrees that it will not at any time prior to or during the term of this Lease,

either directly or indirectly, use any contractors and/or labor and/or materials if the use of such contractors and/or

labor and/or materials would or will create any difficulty with other contractors and/or labor engaged by Tenant of

Landlord or others in the construction, maintenance and/or operation of the Building or any part thereof.

(f) not violate, or permit the violation of, any condition imposed by the standard fire insurance policy issued

for office buildings in the County of , and not do anything or permit anything to be done, or keep anything or

permit anything to be kept, in the premises, which would increase the fire or other casualty insurance rate on the

Building or the property therein, or which would result in insurance companies of good standing refusing to insure the

Building or any such property in amounts and against risks as determined by Landlord.

(g) permit Landlord, at reasonable times, to show the premises to any lessor under any ground or

underlying lease, or any lessee or mortgagee, or any prospective purchaser, lessee, mortgagee, or assignee of any

mortgage, of the Building and/or the Land or of Landlord's interest therein, and their representatives, and during the

period of 12 months next preceding the date of expiration of the term hereof with respect to any part of the premises

similarly show such part to any person contemplating the leasing of all or a portion of the same.

(h) at the end of the term, quit and surrender to Landlord the premises broom-clean and in good order,

condition and repair except for ordinary wear and tear. If the last day of the term of this Lease falls on Sunday or a

legal holiday, this Lease shall expire on the business day immediately preceding.

(i) at any time and from time to time upon not less than 5 days' prior notice by Landlord to Tenant, execute,

acknowledge and deliver to Landlord, or to anyone Landlord shall designate, a statement of Tenant (or if Tenant is a

corporation, an appropriate officer of Tenant) in writing certifying that this Lease is unmodified and in full force and

effect (or if there have been modifications, that the same is in full force and effect and as modified and stating the

modifications), and the dates to which the fixed rent, additional rent, and other charges have been paid in advance, if

any, and stating whether or not Landlord is in default in performance of any covenant, agreement, term, provision or

condition contained in this Lease and, if so, specifying each such default, it being intended that any such statement

delivered pursuant hereto may be relied upon by Landlord, any lessor under any ground or underlying lease, or any

lessee or mortgagee, or any prospective purchaser, lessee, mortgagee, or assignee of any mortgage, of the Building

and/or the Land or of Landlord's interest therein.

(j) indemnify, and save harmless, Landlord and any mortgagee and any lessor any under ground or

underlying lease, and their respective officers, directors, contractors, agents and employees, from and against any

and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses

(including, but not limited to, counsel fees and disbursements incurred in the defense of any action or proceeding), to

which they may be subject or which they may suffer by reason of, or by reason of any claim for, any injury to, or death

of, any person or persons or damage to property (including any loss of use thereof) or otherwise arising from or in

connection with the use of or from any work, installation or thing whatsoever done (other than by Landlord or its

contractors or the agents or employees of either) in the premises prior to, during, or subsequent to, the term of this

Lease or arising from any condition of the premises due to or resulting from any default by Tenant in the performance

of Tenant's obligations under this Lease or from any act, omission or negligence of Tenant or any of Tenant's officers,

directors, agents, contractors, servants, employees, subtenants, licensees or invitees.

7. Assignment, Mortgaging, Subletting, etc.

(a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that

neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, will be assigned,

mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or

otherwise), and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any

act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for

desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than

as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt

thereat shall be void any of no force or effect. For the purposes of this Lease, (i) the transfer or transferee or sale or

sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is

a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a

merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to

in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent

of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied

by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or

occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting,

occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or

elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant

as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions

and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability

under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of

Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such

obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or

Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth

in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as

the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which

may be exercised by Tenant.

(b) Notwithstanding anything to the contrary contained in this Article 7, and so long as Tenant is not in

default of any of the covenants, agreements, terms, provisions and conditions of this Lease on its part to be kept,

observed and performed, Tenant may, in connection with (i) the sale of all of the capital stock of Tenant, if Tenant is a

corporation, or of all of the ownership interests of Tenant, if Tenant is a partnership, or (ii) a merger or consolidation of

Tenant into or with any other corporation or business entity or (iii) the sale of all or substantially all of the assets of

Tenant, assign this Lease, with Landlord's prior written consent which shall not be unreasonably withheld or delayed,

provided that:

counterpart of the proposed assignment agreement, and satisfactory information with respect to the nature and

character of the business of the proposed assignee together with current financial information of the proposed

assigned certified by a certified public accountant and references, including banking references, satisfactory to

Landlord;

(d) in the judgment of Landlord, the proposed assignee is financially responsible with respect to its

proposed obligations under the proposed assignment agreement and is of a character and reputation, and engaged in

a business, which is in keeping with the standards of the Building;

(e) the premises shall be used only for the purpose set forth in Article 1 hereof;

(f) an executed duplicate original, in form satisfactory to Landlord for review by Landlord's counsel, of such

assignment agreement shall be delivered to Landlord at least thirty (30) days prior to the effective date thereof.

Tenant will also deliver to Landlord, at least thirty (30) days prior to the effective date thereof, an assumption

agreement in form satisfactory to Landlord wherein the assignee agrees to assume all of the covenants, agreements,

terms, provisions and conditions of this Lease to be kept, observed and performed by Tenant hereunder and which

provides that Tenant named herein and such assignee shall, after the effective date of such assignment, be jointly and

severally liable for the performance of all of the convents, agreements, terms, provisions and conditions of this Lease;

(g) each assignment shall be subject and subordinate to all of the covenants, agreements, terms,

provisions and conditions of this Lease and the "Prime Lease" as such term is hereinafter defined; and

(h) Assignee shall deposit with Landlord an amount equal to ( ) months of the fixed rent then in

effect; and

(i) Tenant covenants and agrees that, notwithstanding any assignment and/or the acceptance of rent or

additional rent by Landlord from any assignee, Tenant shall and will remain fully liable for the payment of the rent and

additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms,

provisions and conditions contained in this Lease and Guaranty on the part of Tenant to be kept, observed and

performed, ("Obligation") provided, however, that if Tenant shall timely have complied with all of the conditions set

forth in this Article 7 and Landlord has approved (in writing) the proposed assignee, Tenant shall be released from

said Obligations, effective upon the effective date of the assignment of this Lease.

The listing of any name other than that of Tenant, whether on the doors of the premises, on the Building

directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the premises or to be deemed

to be the written consent of Landlord mentioned in this Article 7, it being expressly understood that any such listing is

a privilege extended by Landlord revocable at will by written notice to Tenant.

8. Changes or Alterations by Landlord. Landlord reserves the right to make such changes, alterations,

additions, improvements, repairs or replacements in or to the Building (including the premises) and the fixtures and

equipment thereof, as well as in the street entrances, halls, passages, tunnels, elevators, escalators, stairways and

other parts thereof, and to erect, maintain and use pipes, ducts and conduits in and through the premises, all as

Landlord may deem necessary, appropriate or desirable; provided, however, that there be no unreasonable

obstruction of the means of access to the premises or unreasonable interference with the use of the premises.

Nothing contained in this Article 8 shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant with

respect to making any repair, replacement or improvement or complying with any law, order or requirement or any

governmental or other authority. Landlord reserves the right to name the Building and to change the name or address

of the Building at any time and from time to time. Neither this Lease nor any use by Tenant shall give Tenant any right

or easement to the use of any door or any passage or any tunnel or any concourse or any plaza connecting the

Building with any other building or to any public convenience, and the use of such doors, passages, tunnels,

concourses and Plazas and of such conveniences may without notice to Tenant be regulated or discontinued at any

time and from time to time by Landlord without Landlord incurring any liability to Tenant therefor and without affecting

the obligations of Tenant under this Lease.

If at any time any windows of the premises are darkened or obstructed incident to or by reason of repairs,

replacements, maintenance and/or cleaning in, on, to or about the Building or any part or parts thereof or otherwise or

are temporarily or permanently closed, Landlord shall not be liable for any damage Tenant may sustain thereby and

Tenant shall not be entitled to any compensation therefor nor abatement of rent nor shall the same release Tenant

from its obligations hereunder nor constitute an eviction.

There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord

by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making any

changes, alterations, additions, improvements, repairs or replacements in or to any portion of the Building or the

premises, or in or to fixtures, appurtenances or equipment thereof, and no liability upon Landlord for failure of

Landlord or others to make any changes, alterations, additions, improvements, repairs or replacements in or to any

portion of the Building or the premises, or in or to the premises, or in or to the fixtures appurtenances or equipment

thereof.

9. Damage by Fire, etc. If any part of the premises shall be damaged by fire or other casualty, Tenant shall

give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the

collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease

and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable

by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such

part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent

relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for

the period from the date of such damage to the date when such part of the premises shall have been made

tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall

expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the

employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to

Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant

understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or

furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as

provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same.

If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a

result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other

casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant

within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of

such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and

estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date

were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional

rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the

extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all

rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as

required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such

damage, whichever is longer.

Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the

premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more,

Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice

to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such

notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept

and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore

accrued or incurred or outstanding or unsatisfied as of the date of such cancellation.

Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and

Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of

Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation

against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or

unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of

recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form

of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to

be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly

after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the

party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall

be included in the policy.

Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with

respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the

case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term

of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or

permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance

proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with

respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided

the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely

affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall

be offset against the second party's liability to the first party therefor, or shall be made available to the second party to

pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed

to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any

abatement of rents provided for elsewhere in this Lease.

This Lease shall be considered an express agreement governing any case of damage to or

destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of

the State of New York providing for such a contingency in the absence of express agreement, and any other law of

like import now or hereafter in force, shall have no application in such case.

10. Insurance. Tenant, at its own expense, shall maintain, for the benefit of Landlord and Tenant and any

mortgagee and any lessor under any ground or underlying lease:

insurance covering the premises and equipment therein against loss or damage by fire and such risks as are

customarily included in extended coverage endorsements attached to fire insurance policies covering comparable

property in the vicinity of the premises including vandalism and malicious mischief, war risk (when obtainable), atomic

bomb (when obtainable), in an amount sufficient to prevent the assured from becoming a co-insurer within the terms

of the applicable policies, but in any event in an amount not less than the full replacement value thereof, or the

amount required under any mortgage to which this Lease is subject, whichever is greater,

(a) rent insurance in an amount equal to the fixed net rent and additional rent payable under this Lease for

as long as a period as Tenant is able to secure not to exceed one year, and

(b) if required by Landlord or any mortgagee, such other or additional insurance in such amounts against

other insurable hazards (including but not limited to war risk insurance when obtainable) as Landlord or such

mortgagee shall determine.

The term "full replacement value", as use herein shall mean the cost of actual replacement (excluding

foundation and excavation costs and cost of underground flues, pipes or drains) without provision for physical

depreciation, and said "full replacement value" shall be determined from time to time, at Landlord's request, but at

Tenant's expense, not more frequently than once every two years, by an appraiser for any of insurance companies

issuing the policies referred to in subdivisions (a) or (c) hereinabove set forth. Insurance in the amount set forth in

subdivision (a) shall be carried if same is issued regularly for comparable buildings by licensed insurance companies

in New York State and, if same is not so regularly issued, Tenant shall obtain the closest type of protective insurance

then available or, at Landlord's sole election, Landlord may obtain such "full replacement value" coverage and Tenant

shall pay any additional premium therefor.

Tenant shall not carry any separate insurance of the same character required by this Article unless Landlord

and any mortgagee and any lessor under any ground or underlying lease shall be named as assureds with loss

payable as interest may appear. However, Tenant may carry insurance, solely for its own account and benefit,

insuring against loss of all or part of its leasehold estate hereunder.

Tenant, at its own expense, shall maintain for the mutual benefit of Landlord, Tenant, Owner and any

mortgagee and any lessor under any ground or underlying lease, general public liability insurance against claims for

bodily injury, death or property damage occurring in, on or about the premises and any adjoining sidewalk, curb or

vault (including, without limitation, bodily injury, death or property damage resulting directly or indirectly from any

change, alteration, improvement or repair thereof) with such limits as Landlord from time to time may require for bodily

injury or death to any one person and for bodily injury or death to any number of persons arising out of one accident

and for property damage.

Tenant at its own expense, shall also maintain for the mutual benefit of Landlord, Tenant and any mortgagee

and any lessor under any ground or underlying lease, single limit coverage of ($ ) Dollars for bodily injury

or death to any one person or any number of persons arising out of one accident and for property damage as of the

date hereof.

The insurance required under this Article shall be effected by valid and enforceable policies issued by

insurance companies licensed to do business in the State of New York and approved in writing by Landlord and shall

set forth the indemnity referred to in paragraph (j) of Article 6 hereof. Any insurance policy or policies under this Article

shall cover only the premises and not any other properties owned, operated or leased by Tenant.

At the commencement of the term of this Lease and thereafter, not less than thirty (30) days prior to the

expiration date or the expiring policies theretofore furnished pursuant to this Article, originals of such policies or

renewal policies, as the case may be, shall be delivered by Tenant to Landlord with proof of payment of premium

thereof. However, if the premium under any policy is payable in installments, Tenant shall furnish, simultaneously with

the delivery of the policy, proof of payment of the current installment, and thereafter Tenant shall furnish to Landlord

proof of payment of each subsequent installment within five (5) days after it becomes due. If the premiums are

covered by a mortgage to which this Lease is subject, originals of the policies for the insurance required hereunder

shall be delivered to the mortgagee, and, if obtainable, duplicates thereof, and if not obtainable, certificates thereof

shall be delivered to Landlord.

All policies of insurance required under this Article shall name Landlord, Tenant and any mortgagee and any

lessor under any ground or underlying lease, as the assureds, as their respective interests may appear, and the

policies for the insurance required under subdivisions (a) and (c) hereinabove set forth also shall be payable, under a

standard mortgagee clause, without contribution, to the holder of any mortgage covering the premises. Each policy of

insurance required under this Article, to the extent obtainable, shall contain an agreement by the insurer that it will not

be cancelled without at least thirty (30) days' prior written notice to Landlord and the insured holder of any mortgage

covering the premises and that no act or omission of any insured party (including mortgagees) named therein shall

serve to invalidate, cancel or release or relieve the insurer thereunder from any liability which it may have to any other

insured party so named. If such agreement cannot be obtained with respect to any policy, Tenant shall notify

Landlord, in writing, to such effect and Tenant shall accept an insurer named by Landlord who will consent to include

such agreement in like policy provided that the inclusion thereof does not require Tenant to pay any substantial

additional premium.

The loss, if any, under policies provided for herein (other than a loss under the insurance required by

subdivision (b) which shall be adjusted by and paid to Landlord) shall be adjusted by and paid to Landlord or any

mortgagee. All insurance policies, to the extent reasonably obtainable, shall provide that the loss, if any thereunder,

shall be adjusted and paid as provided in this Article.

11. Condemnation. In the event that the whole of the premises shall be lawfully condemned or taken in any

manner for any public or quasi-public use, this Lease, and the term and estate hereby granted, shall forthwith cease

and terminate as of the date of vesting of title. In the event that only a part of the premises shall be so condemned or

taken, then, effective as of the date of vesting of title, the fixed rent hereunder shall be abated in an amount thereof

apportioned accordingly to the area of the premises so condemned or taken. In the event that only a part of the

Building shall be so condemned or taken, then (a) Landlord (whether or not the premises be affected) may, at

Landlord's option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title

by notifying Tenant in writing of such termination within 60 days following the date on which Landlord shall have

received notice of vesting of title, or (b) if such condemnation or taking shall be of a substantial part of the premises,

Tenant may, at Tenant's option, by delivery of notice in writing to Landlord within 60 days following the date on which

Tenant shall have received notice of vesting of title, terminate this Lease and the term and estate hereby granted as of

the date of vesting of title; provided, however, if neither Landlord nor Tenant elects to terminate this Lease, as

aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the fixed rent

payable hereunder shall be abated to the extent, if any, hereinbefore provided in this Article 11. In the event that only

a part of the premises shall be so condemned or taken and this Lease and the term and estate hereby granted are

not terminated as herein before provided, Landlord will, with reasonable diligence and at its expense, restore the

remaining portion of the premises as nearly as practicable to the same condition as it was in prior to such

condemnation or taking.

In the event of their termination in any of the cases hereinbefore provided, this Lease and the term and estate

hereby granted shall expire as of the date of such termination with the same effect as if that were the date

hereinbefore set for the expiration of the term of this Lease, and the fixed rent and additional rent payable hereunder

shall be apportioned as of such date.

In the event of any condemnation or taking hereinbefore mentioned of all or a part of the Building, Landlord

shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value

of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title

and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled

to receive no part of such award.

It is expressly understood and agreed that the provisions of this Article 11 shall not be applicable to any

condemnation or taking for governmental occupancy for a limited period.

12. Compliance with Laws. Tenant, at Tenant's expense, shall comply with all laws and ordinances, and all

rules, orders and regulations of all governmental authorities and of all insurance bodies, at any time duly issued or in

force, applicable to the premises or any part thereof or to Tenant's use thereof (including, without limitation, the

Americans With Disabilities Act and all regulations issued thereunder and the Accessibility Guidelines for Buildings

and Facilities issued pursuant thereto), except that Tenant shall not hereby be under any obligation to comply with any

law, ordinance, rule, order or regulation requiring any structural alteration of or in connection with the premises, unless

such alteration is required by reason of a condition which has been created by, or at the instance of, Tenant, or is

attributable, directly or indirectly, to the use or manner of use to which Tenant puts the premises, or is required by

reason of a breach of any of Tenant's covenants and agreements hereunder. Where any structural alteration of or in

connection with the premises is required by any such law, ordinance, rule, order or regulation, and, by reason of the

express exception hereinabove contained, Tenant is not under any obligation to make such alteration, then Landlord

shall have the option of making such alteration and paying the cost thereof, or of terminating this Lease and the term

and estate hereby granted by giving to Tenant not less than 30 days' prior written notice of such termination; provided,

however, that if within 15 days after the giving by Landlord of its notice of termination as aforesaid, Tenant shall give

written notice to Landlord stating that Tenant elects to make such alteration at the expense of Tenant, then such notice

of termination shall be ineffective provided that Tenant, at Tenant's expense, shall, concurrently with the giving of such

notice to Landlord, execute and deliver to Landlord Tenant's written undertaking, with a surety and in form and

substance satisfactory to Landlord, obligating Tenant to promptly and duly make such alteration in a manner

satisfactory to Landlord and to save Landlord harmless from any and all costs, expenses, penalties and/or liabilities

(including, but not limited to, accountants' and attorneys' fees) in connection therewith or by reason thereof; and

Tenant covenants and agrees that, after so electing to make any such alteration, Tenant will, at Tenant's expense, and

in compliance with all the covenants, agreements, terms, provisions and conditions of this Lease, including, but not

limited to, subparagraph (e) of Article 6 hereof, make such alteration and Tenant, at Tenant's expense, will promptly

and duly perform all covenants, conditions and provisions of such undertaking and that all such covenants, conditions,

and provisions of such undertaking shall be deemed to constitute covenants, condition and provisions of this Lease to

be kept or performed on the part of Tenant with the same force and effect as if the same had been set forth herein.

In the event that a notice of termination shall be given by the Landlord under the provisions of this Article 12

and such notice shall not become ineffective as hereinbefore provided, this Lease and the term and estate hereby

granted shall expire as of the date specified therefor in such notice with the same effect as if that were the date

hereinbefore set for the expiration of the term of this Lease, and the fixed rent and additional rent payable hereunder

shall be apportioned as of such date of termination.

13. Accidents to Plumbing and Other Systems. Tenant shall give to Landlord prompt written notice of any

damage to, or defective condition in, any part or appurtenance of the Building's plumbing, electrical, heating, air

conditioning or other similar or dissimilar system serving, located in, or passing through, the premises and the

damage or defective condition shall be remedied by Landlord with reasonable diligence, but if such damage or

defective condition was caused by, or resulted from the use or manner of use by, Tenant or by the employees,

licensees or invitees of Tenant, the cost of the remedy thereof shall be paid by Tenant as additional rent promptly

upon receipt of Landlord's bill therefor. Tenant shall not be entitled to claim any damage arising from any such

damage or defective condition unless the same shall have been caused by the willful gross negligence of Landlord in

the operation or maintenance of the Building and the same shall not have been remedied by Landlord with

reasonable diligence after written notice thereof from Tenant to Landlord; nor shall Tenant be entitled to claim any

eviction by reason of any such damage or defective condition.

14. Subordination.

(a) This Lease is subject and subordinate in all respects to all ground leases and/or underlying leases now

or hereafter covering the real property of which the premises form a part and to all mortgages which may now or

hereafter be placed on or affect such leases and/or real property, and/or Landlord's interest therein, and to each

advance made and/or hereafter to be made under any such mortgages, and to all renewals, additions, modifications,

consolidations, replacements, spreaders and extensions thereof and all substitutions of and for such ground leases

and/or underlying leases and/or mortgages. This subparagraph (a) shall be self-operative and no further instrument

of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly

any certificate that Landlord and/or mortgagee and/or the lessor under any ground or underlying lease and/or their

respective successors in interest may request. Tenant hereby constitutes and appoints Landlord and/or any

mortgagee and/or the lessor under any ground or underlying lease and/or their respective successors in interest

Tenant's attorney-in-fact to execute and deliver any such certificate or certificates for and on behalf of Tenant.

(b) Without limitation of any of the provisions of this Lease, if at any time during the term of this Lease,

Landlord shall be the holder of a leasehold estate covering the real property of which the premises form a part, and if

such leasehold estate shall terminate or be terminated for any reason, Tenant agrees, at the election and upon

demand of any owner of the real property of which the premises form a part, or of any mortgagee in possession

thereof, or of any holder of a leasehold hereafter affecting the real property of which the premises form a part, to

attorn, from time to time, to any such owner, mortgagee or holder, upon the terms and conditions set forth herein for

the remainder of the term demised in this Lease. The foregoing provisions shall inure to the benefit of any such

owner, mortgagee or holder, shall apply to the tenancy of Tenant notwithstanding that this Lease may terminate upon

the termination of any such leasehold estate, and shall be self-operative upon any such demand, without requiring

any further instrument to give effect to said provisions. Tenant, however, upon demand of any such owner, mortgagee

or holder, agrees to execute, from time to time, an instrument in confirmation of the foregoing provisions, satisfy to

such owner, mortgagee or holder, in which Tenant shall acknowledge such attornment and shall set forth the terms

and conditions of its tenancy, which shall be the same as those set forth herein and shall apply for the remainder of

the term originally demised in this Lease. Nothing contained in this subparagraph (b) shall be construed to impair any

right, privilege or option of any such owner, mortgagee or holder.

trust. The term "mortgagee(s)" as used in this Lease shall include any mortgagee or any trustee under a deed of

trust. The term "mortgagor(s)" as used in this Lease shall include any mortgagor or any grantor under a deed of trust.

15. Notices. Any notice, consent, approval, request, bill, demand or statement hereunder by either party to

the other party shall be in writing and shall be deemed to have been duly given when mailed if sent by registered or

certified mail. return receipt requested addressed to such other party, which address for Landlord shall be and

for Tenant shall be the premises (or Tenant's address as hereinbefore set forth if mailed prior to Tenant's occupancy of

the premises), or if the address of such other party for such notices, consents, approvals, requests, bills, demands or

statements shall have been duly changed as hereinafter provided, if mailed, as aforesaid, to such other party at such

changed address. Either party may at any time change the address for such notices, consents, approvals, requests,

bills, demands or statements by delivering or mailing, as aforesaid, to the other party a notice stating the change and

setting forth the changed address. If the term "Tenant" as used in this Lease refers to more than one person, any

notice, consent, approval, request, bill, demand or statement given as aforesaid to any one of such persons shall be

deemed to have been duly given to Tenant. Notwithstanding the foregoing, bills and statements by Landlord to

Tenant for fixed rent, additional rent or other sums or charges payable by Tenant to Landlord may be delivered

personally or sent by regular mail.

16. Conditions of Limitation. This Lease and the term and estate hereby granted are subject to the limitation

that:

(a) in case Tenant shall make an assignment of its property for the benefit of creditors or shall file a

voluntary petition under any bankruptcy or insolvency law, or an involuntary petition under any bankruptcy or

insolvency law shall be filed against Tenant and such involuntary petition is not dismissed within 60 days after the

filing thereof,

(b) in case a petition is filed by or against Tenant under the Reorganization provisions of the United States

Bankruptcy Act or under the provisions of any law of like import, unless such petitioner under said Reorganization

provisions be one filed against Tenant which is dismissed within 60 days after its filing,

Act or under the provisions of any law of like import,