Exhibit 10.6.4
LEASE AND LEASE AGREEMENT
Between
HOCROFT ASSOCIATES
The Landlord
And
SKYE MULTIMEDIA, INC.
The Tenant
For Leased Premises In
1031 Route 22, Bridgewater, New Jersey
May 5, 2005
Prepared by:
Gary O. Turndorf
520 Route 22
P.O. Box 6872
Bridgewater, NJ 08807
(908) 725-8100
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TABLE OF CONTENTS
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1.
DEFINITIONS........................................................................................................1
2. LEASE
OF THE LEASED
PREMISES.......................................................................................1
3.
RENT...............................................................................................................1
4.
TERM...............................................................................................................2
5.
PREPARATION OF THE LEASED
PREMISES.................................................................................2
6.
OPTIONS............................................................................................................2
7. USE AND
OCCUPANCY..................................................................................................3
8.
UTILITIES, SERVICES, MAINTENANCE AND
REPAIRS.......................................................................5
9.
ALLOCATION OF THE EXPENSE OF UTILITIES, SERVICES, MAINTENANCE,
REPAIRS AND TAXES...................................5
10. COMPUTATION
AND PAYMENT OF ALLOCATED EXPENSES OF UTILITIES, SERVICES,
MAINTENANCE, REPAIRS, TAXES AND CAPITAL
EXPENDITURES.......................................................................................................6
11. LEASEHOLD
IMPROVEMENTS, FIXTURES AND TRADE
FIXTURES...............................................................12
12. ALTERATIONS,
IMPROVEMENTS AND OTHER MODIFICATIONS BY THE
TENANT...................................................12
13. LANDLORD'S
RIGHTS OF ENTRY AND
ACCESS.............................................................................13
14. LIABILITIES
AND INSURANCE
OBLIGATIONS.............................................................................14
15. CASUALTY
DAMAGE TO BUILDING OR LEASED
PREMISES....................................................................16
16.
CONDEMNATION......................................................................................................17
17. ASSIGNMENT
OR SUBLETTING BY
TENANT................................................................................17
18. SIGNS,
DISPLAYS AND
ADVERTISING...................................................................................20
19. QUIET
ENJOYMENT...................................................................................................20
20.
RELOCATION........................................................................................................20
21.
SURRENDER.........................................................................................................21
22. EVENTS OF
DEFAULT.................................................................................................22
23. RIGHTS AND
REMEDIES...............................................................................................23
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24. TERMINATION
OF THE
TERM...........................................................................................26
25. MORTGAGE AND
UNDERLYING LEASE
PRIORITY............................................................................26
26. TRANSFER BY
LANDLORD..............................................................................................27
27.
INDEMNIFICATION...................................................................................................28
28. PARTIES'
LIABILITY................................................................................................29
29. SECURITY
DEPOSIT..................................................................................................30
30.
REPRESENTATIONS...................................................................................................30
31. RESERVATION
IN FAVOR OF
TENANT....................................................................................31
32. TENANT'S
CERTIFICATES AND MORTGAGEE NOTICE
REQUIREMENTS...........................................................31
33. WAIVER OF
JURY TRIAL AND
ARBITRATION..............................................................................33
34.
SEVERABILITY......................................................................................................33
35.
NOTICES...........................................................................................................33
36.
CAPTIONS..........................................................................................................34
37.
COUNTERPARTS......................................................................................................34
38. APPLICABLE
LAW....................................................................................................34
39. EXCLUSIVE
BENEFIT.................................................................................................34
40.
SUCCESSORS........................................................................................................34
41.
AMENDMENTS........................................................................................................34
42.
WAIVER............................................................................................................34
43. COURSE OF
PERFORMANCE.............................................................................................35
EXHIBIT A - LEASED PREMISES FLOOR SPACE
DIAGRAM.........................................................................36
EXHIBIT B - PROPERTY
DESCRIPTION........................................................................................37
EXHIBIT C - WORK
LETTER.................................................................................................38
EXHIBIT D - BUILDING RULES AND
REGULATIONS..............................................................................39
EXHIBIT E - DEFINITIONS AND INDEX OF
DEFINITIONS........................................................................43
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LEASE AND LEASE AGREEMENT, dated as of May 5, 2005, between
HOCROFT ASSOCIATES,
a New Jersey
partnership,
with offices at 520 Route 22, P.O. Box 6872,
Bridgewater, NJ 08807 (the "Landlord"), and SKYE MULTIMEDIA, INC., a New
Jersey
corporation, with an
office at 1031 Route 22, Bridgewater, NJ 08807 (the
"Tenant").
Subject to all the terms and conditions set forth below, the Landlord and the
Tenant hereby agree as follows:
1.
DEFINITIONS.
Certain terms and phrases used in this Agreement (generally those whose first
letters are
capitalized) are
defined in Exhibit E attached hereto and, as used
in this Agreement,
they shall have the respective meanings assigned or referred
to in that exhibit.
2.
LEASE OF THE LEASED PREMISES.
2.1.
The Landlord
shall, and hereby does, lease to the Tenant, and the
Tenant shall, and
hereby does, accept
and lease from the Landlord, the Leased
Premises during the
Term. The Leased
Premises consist of
2,320 square feet of
gross rentable floor space on the third floor of 1031 Route 22,
Bridgewater, New
Jersey as more fully described in the definition of Leased Premises
set forth in
Exhibit E attached hereto.
2.2.
The Landlord
shall, and hereby does, grant to the Tenant, and the
Tenant shall, and hereby does, accept from the Landlord, the
non-exclusive right
to use the Common
Facilities during the Term for itself, its employees, other
agents and Guests in
common with the
Landlord, any tenants of Other Leased
Premises, any of their
respective employees,
other agents and
guests and such
other persons as the Landlord may, in the Landlord's sole
discretion,
determine
from time to time.
3.
RENT.
3.1.
The Tenant shall
punctually pay the
Rent for the Leased
Premises for
the Term to the
Landlord in the
amounts and at the times set forth below,
without bill or other demand and without any offset, deduction or,
except as may
be otherwise specifically set forth in this Agreement, abatement
whatsoever.
3.2.
The Basic Rent for the Leased Premises during the Initial Term
shall be
at the rate set forth below.
----------------------
---------------------- ------------------------------
MONTHS
ANNUAL RATE
MONTHLY INSTALLMENTS
----------------------
---------------------- ------------------------------
1
through 12
$44,080.08
$3,673.34
----------------------
---------------------- ------------------------------
The annual
rate of Basic
Rent for the
Leased Premises during any
Renewal Term
shall be calculated as set forth in subsection 6.1.4 of this
Agreement for the respective Renewal Term.
3.3.
The Tenant shall
punctually
pay the applicable Basic Rent in equal
monthly installments
in advance on the first day of each month during the Term,
with the exception
of Basic Rent for the first full calendar month of the
Initial Term.
The Tenant shall pay
the Basic Rent for the first full calendar
month of the Initial Term upon execution and delivery of this
Agreement.
3.5.
The Additional Rent
for the Leased
Premises during the
Term shall be
promptly paid by the
Tenant in the
respective amounts
and at the
respective
times set forth in this Agreement.
3.5.
That portion
of any amount of Rent or other
amount due under this
Agreement which is not paid on the day it is first due shall incur
a late charge
equal to the sum of: (i) five percent of that portion of any
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amount of Rent or other amount due under this Agreement which is
not paid on the
day it is first due and (ii) interest on that portion of any amount of Rent
or
other amount due under this Agreement which is not paid on the day it is
first
due at the Base
Rate(s) in effect from time to time plus two additional
percentage points
from the day such
portion is first due
through the day of
receipt thereof by the Landlord. Any such late charge due from the
Tenant shall
be due immediately.
4.
TERM.
The Initial Term shall commence on the Commencement Date and shall continue for
one year from the
beginning of the Initial Year, unless sooner terminated in
accordance with
section 24 of this
Agreement. The Term
shall commence on
the
Commencement Date and
shall continue
until the later of the
conclusion of the
Initial Term or the conclusion of any Renewal Term, unless sooner terminated in
accordance with section 24 of this Agreement.
5.
PREPARATION OF THE LEASED PREMISES.
The Landlord
shall deliver actual and exclusive possession of the Leased
Premises to the Tenant in an AS-IS condition.
6.
OPTIONS.
6.1 Tenant is
hereby granted one option to renew this Lease (the "Option to
Renew") upon the following terms and conditions:
6.1.1 At
the time of the
exercise of the Option to Renew and at the
time of said renewal, the Tenant shall not be in default under
the terms and
provisions of this Lease, and shall occupy and
be in operation at the entire Leased Premises pursuant to this
Lease.
6.1.2
Notice of the exercise of the Option to Renew shall be sent to
the Landlord
in writing
at least six (6)
months before the
expiration of the Initial Term.
6.1.3 The
Renewal Term shall be for a period of three years to
commence at the expiration of the Initial Term, and all of the
terms and conditions of this Agreement, other than the annual
amount of Basic Rent,
shall apply during any such Renewal
Term.
6.1.4.
Subject to the
last sentence of this paragraph, the amount of
annual Basic Rent to
be paid during the
Renewal Term shall
equal the Market
Rental Rate of the
Leased Premises
if the
same were available
for lease to the
public. If the
parties
are unable to agree on
the Market Rental
Rate of the Leased
Premises, the parties
shall each appoint one
appraiser who
shall in turn appoint a third independent appraiser and the
determination of said three appraisers shall be binding on the
parties. In no event,
however, shall the annual Basic Rent
payable by Tenant
during the
Renewal Term be less than the
annual Basic
Rent paid by Tenant during the immediately
preceding twelve months.
6.2.
In the event the Tenant assigns this Agreement or sublets,
or licenses
the use or occupancy of, the Leased Premises or any portions
thereof in
accordance with section 17 of this Agreement or otherwise,
or attempts
to do so:
6.2.1. any
Option to Renew which the Tenant has theretofore properly
exercised with
respect to a Renewal Term that has not yet
actually commenced
shall be rescinded, if the Landlord so
elects by notice to the Tenant, to the same extent as if it
had not been exercised at all; and
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6.2.2. any
Option to Renew or any
other type of option
or optional
right exercisable
by the Tenant not
theretofore
timely and
otherwise properly
exercised by the
Tenant shall
thereupon
expire.
7. USE AND OCCUPANCY.
7.1.
The Tenant shall continuously occupy and use the Leased Premises
during
the Term exclusively for general office purposes.
7.2.
In connection
with the Tenant's use and occupancy of the Leased
Premises and use of the Common Facilities, the Tenant shall observe, and the
Tenant shall cause the Tenant's employees, other agents and Guests to
observe,
each of the following:
7.2.1. the
Tenant shall not do, or permit or suffer the doing of,
anything which might
have the effect of creating an increased
risk of, or damage from, fire, explosion or other casualty;
7.2.2. the
Tenant shall not do, or permit or suffer the doing of,
anything which
would have the effect
of (a) increasing
any
premium for
any liability, property, casualty or excess
coverage insurance policy otherwise payable by the Landlord or
any tenant of Other
Leased Premises or (b) making any such
types or amounts of
insurance coverage
unavailable
or less
available to the
Landlord or any tenant of Other Leased
Premises;
7.2.3. to the
extent they are not
inconsistent with this
Agreement,
the Tenant and the Tenant's employees, other agents and Guests
shall comply with the Building Rules and Regulations attached
hereto as Exhibit D, and with any changes made therein by the
Landlord if, with
respect to any such
changes, the
Landlord
shall have
given notice of the particular changes to the
Tenant and such changes shall not materially adversely affect
the conduct of the Tenant's business in the Leased Premises;
7.2.4. the
Tenant and the Tenant's employees, other agents and Guests
shall not create, permit or continue any Nuisance in or around
the Leased Premises,
the Other Leased Premises, the Building,
the Common Facilities and the Property;
7.2.5. The
Tenant and the Tenant's employees, other agents and Guests
shall not permit the Leased Premises to be regularly occupied
by more than one
individual
per 200 square feet of usable
floor space of the Leased Premises;
7.2.6. the
Tenant and the Tenant's employees, other agents and Guests
shall comply
with all Federal, state and local statutes,
ordinances, rules,
regulations and orders
as they pertain to
the Tenant's use and occupancy of the Leased Premises, to the
conduct of the Tenant's business and to the use of the
Common
Facilities, except
that this subsection shall not require the
Tenant to make any
structural changes
that may be
required
thereby that are
generally applicable to the Building as a
whole;
7.2.7. the
Tenant and the Tenant's employees, other agents and Guests
shall comply
with the requirements of the Board of Fire
Underwriters (or successor organization) and of any
insurance
carriers providing
liability,
property, casualty or excess
insurance coverage regarding the Property, the Building, the
Common Facilities
or any portions thereof, and any other
improvements on the
Property, except that this subsection
shall not require the
Tenant to make any
structural changes
that may be required thereby that are generally applicable to
the Building as a whole;
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7.2.8. the
Tenant and the Tenant's employees, other agents and Guests
shall not bring or discharge any material or substance (solid,
liquid or gaseous) which is a Hazardous Substance, or conduct
any activity, in or on the Property, the Building, the Common
Facilities or
the Leased Premises that shall have been
identified:
(i) by the scientific community, or
(ii)
by any Federal, state
or local statute
(including,
without limiting the generality of the foregoing, the
Spill Compensation
and Control Act (58 N.J.S.A.
10-23.11 et seq.); the
Industrial Site
Recovery Act
("ISRA")(13 N.J.S.A.
1 K-6 et seq.);
the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. 6901
et seq.) as amended; the Comprehensive Environmental
Response Compensation
and Liability Act of
1980 (42
U.S.C. 9601 et seq.);
the Federal
Water Pollution
Control Act/Clean Water Act (33 U.S.C. 1251 et seq.);
the Clean Water Act
(33 U.S.C.
1251 et seq.);
the
Clean Air Act (42
U.S.C. 7401 et
seq.); the Toxic
Substances Control Act
(15 U.S.C. 2601 et seq.); the
Hazardous Materials
Transportation
Act (49 U.S.C.
5101 et seq.) and the
Safe Drinking
Water Act (42
U.S.C. 300f
through 300j) as amended, and the
regulations adopted
and publications promulgated
pursuant to
said laws; and in any revisions or
successor codes as toxic or hazardous to health or to
the environment
("Environmental
Laws")
As used
herein, "Hazardous
Substance" means any
material or
substance which is
toxic, ignitable,
reactive, or
corrosive; or which is
defined as "hazardous waste",
"extremely
hazardous waste"
or a "hazardous
substance" by
Environmental
Laws; or which is an
asbestos,
polychlorinated
biphenyl or a
petroleum
product; or which is regulated by Environmental Laws;
7.2.9. the
Tenant and the Tenant's employees, other agents and Guests
shall not draw electricity in the Leased Premises in excess of
the rated capacity of
the electrical
conductors
and safety
devices including,
without limiting the generality of the
foregoing, circuit breakers and fuses, by which electricity is
distributed to and throughout the Leased Premises and, without
the prior written
consent of the
Landlord in each
instance,
shall not connect any fixtures, appliances or equipment to the
electrical
distribution system
serving the Building
and the
Leased Premises
other than typical professional office
equipment such as minicomputers, microcomputers, typewriters,
copiers, telephone
systems, coffee machines and table top
microwave ovens, none of which, considered individually and in
the aggregate,
overall and per fused or circuit breaker
protected circuit, shall exceed the above limits;
7.2.10. on a timely
basis the Tenant
shall pay directly and
promptly
to the respective
taxing authorities any taxes (other than
Taxes) charged,
assessed or levied
exclusively on the Leased
Premises or arising
exclusively
from the Tenant's use and
occupancy of the Leased Premises; and
7.2.11. the
Tenant shall not initiate any appeal or contest of any
assessment or collection of Taxes for any period without, in
each instance,
the prior written consent of the Landlord
which, without
being deemed
unreasonable,
the Landlord may
withhold if the
Building was not 90% occupied by paying
tenants throughout
that period or if the Tenant is not joined
by tenants of Other
Leased Premises
that leased
throughout
that period,
and that are then
leasing, at least 80% of all
Other Leased
Premises, determined by their gross rentable
floor space.
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8.
UTILITIES, SERVICES, MAINTENANCE AND REPAIRS.
8.1.
The Landlord shall provide or arrange for the provision of:
8.1.1. such
maintenance and repair of the Building (except the Leased
Premises and Other Leased Premises); the Common Facilities;
and the heating, ventilation and air conditioning systems (but
not including
supplemental
cooling, whether supplemental
cooling units are
found in the Leased
Premises or not),
any
plumbing systems and
the electrical systems
in the Building,
the Common Facilities,
the Leased
Premises and Other
Leased
Premises as is
customarily provided
for first class
office
buildings in the immediate area;
8.1.2.
maintenance and
repair of the
Leased Premises, except for
refinishing walls and wall treatments, base, ceilings, floor
treatments and
doors in general from time to time or for
gouges, spots,
marks, damage or defacement caused by
anyone
other than the Landlord, its employees and other agents,
and
except for the Tenant's furniture, furnishings, equipment and
other property;
8.1.3. such
garbage removal from the Building and the Common
Facilities and such janitorial services for the Building,
the
Leased Premises and
Other Leased Premises
as is customarily
provided for first
class office buildings
in the immediate
area;
8.1.4. the
electricity
required for the
operation of the
Building,
the Property and the Common Facilities during Regular Business
Hours and,
on a reduced
service basis, during other than
Regular Business
Hours, and, at all times, the electricity
required for the Leased Premises;
8.1.5. such
heat, ventilation and air conditioning (but not including
supplemental cooling,
whether supplemental
cooling units are
found in the Leased
Premises or not) for
the Building,
the
Leased
Premises and Other
Leased Premises as is
customarily
provided for first
class office buildings
in the immediate
area for the
comfortable use of the
Building during
Regular
Business Hours. (Customary cooling shall be determined without
reference to
the existence of such supplemental cooling
units.);
8.1.6. water
(including
heated water) to the Building
and, if the
appropriate plumbing has been installed therein, to the Leased
Premises;
8.1.7. sewage
disposal for the Building;
8.1.8. passenger
elevator service for the Building;
8.1.9. snow
clearance from, and
sweeping of, Parking
Facilities and
private access
roads which are part of the Property or the
Common Facilities; and
8.1.10. the
maintenance of
landscaping which is
part of the Property
or
the Common Facilities.
8.2.
Except as specifically
set forth in
subsection 8.1 of this Agreement,
the Tenant shall
maintain and repair the Leased Premises and keep the Leased
Premises in as good condition and repair, reasonable wear and use excepted,
as
the Leased Premises are upon the completion of any improvements
contemplated by
section 5 of this Agreement.
9.
ALLOCATION OF THE EXPENSE OF UTILITIES, SERVICES, MAINTENANCE,
REPAIRS
AND TAXES.
9.1.
All Tenant Electric Charges shall be borne by the Tenant.
It is agreed
that the Tenant Electric
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Charges are $1.50
per square foot per year, subject to the provisions of
subsection 10.10 of this Agreement.
9.2.
Between the
Commencement
Date and the end of the No Pass Through
Period, the Tenant's Share of all Operational Expenses and Taxes
incurred during
such period shall be borne by the Landlord.
9.3.
Between the day after the end of the No Pass Through Period and the
end
of the Term, the
Tenant's Share of
Operational
Expenses and Taxes incurred
during each annual or shorter period ending on (a) December 31
of each year and
(b) the end of the Term shall be borne as follows:
9.3.1. the
Tenant's Share of: Operational Expenses and Taxes incurred
during each such period of 12 months (or shorter period), up
to the amounts of Base Year Operational Expenses and Base Year
Taxes,
respectively (or
proportional
amount thereof for
periods shorter
than 12 months), shall be borne by the
Landlord; and
9.3.2. the
Tenant's Share of: the amounts by which Operational
Expenses and Taxes
incurred during each such period of 12
months (or
shorter period) exceed Base Year Operational
Expenses and Base Year Taxes, respectively (or proportional
amount thereof for
periods shorter than
12 months) shall
be
allocated to, and
borne by, the Tenant
as more
specifically
set forth in section 10 of this Agreement.
10.
COMPUTATION AND PAYMENT OF ALLOCATED EXPENSES OF UTILITIES,
SERVICES,
MAINTENANCE, REPAIRS, TAXES AND CAPITAL EXPENDITURES.
10.1. The
Tenant shall promptly pay the following additional amounts to the
Landlord at the respective times set forth below:
10.1.1. commencing
with the first day after the end of the No Pass
Through Period, and on
the first day of each month thereafter
during the Term,
one-twelfth
of the Tenant's Share of the
amount by which
Taxes for the then current calendar year
exceeds Base
Year Taxes, computed in accordance with
subsection 10.5 of
this Agreement.
When Landlord knows of
facts which cause a revision of the estimate, it may serve a
revised estimate and,
for the balance of the current calendar
year, the estimated payments shall be made accordingly;
10.1.2. within 20 days
of the Landlord's
giving notice to the
Tenant
after the close of each calendar year closing during the Term,
commencing with the
first calendar
year closing after the
close of the No Pass Through Period, and after the end of the
Term, the Tenant's Share of the difference between the
Landlord's previously
projected amount of Taxes for such
period and the
actual amount of Taxes for such
period, in
either case
in excess of Base Year Taxes, computed in
accordance with subsection 10.6 of this Agreement (unless such
difference is a
negative amount,
in which case the
Landlord
shall credit such difference against any amounts next due from
the Tenant
under subsections 10.1.1 and 10.5 of this
Agreement);
10.1.3. commencing
with the first day after the end of the No Pass
Through Period,
and on the first day
of each month thereafter
during the Term,
one-twelfth
of the Tenant's Share of the
amount by which
Operational
Expenses for the then current
calendar year exceed Base Year Operational Expenses, computed
in accordance with
subsection 10.7 of
this Agreement.
When
Landlord knows
of facts which cause a revision of the
estimate, it may serve a revised estimate and, for the balance
of the current calendar year, the estimated payments shall be
made accordingly;
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10.1.4. within 20 days
of the Landlord's
giving notice to the
Tenant
after the close of each calendar year closing during the Term,
commencing with the
first calendar
year closing after the
close of the No Pass Through Period, and after the end of the
Term, the Tenant's Share of the difference between the
Landlord's previously projected amount of Operational Expenses
for such period and the actual amount of Operational Expenses
for such period, in either case in excess of Base Year
Operational Expenses,
computed in accordance
with subsection
10.8 of this Agreement
(unless such
difference is a negative
amount, in
which case the Landlord shall credit such
difference against any
amounts next due from the Tenant under
subsections 10.1.3 and 10.7 of this Agreement);
10.1.5. commencing
with the first day of
the first month after the
Landlord gives any notice contemplated by subsection 10.9 of
this Agreement to the
Tenant and continuing
on the first day
of each month
thereafter until the
earlier of (a) the end of
the Term or (b) the last month of the useful life set forth in
the respective
notice, one-twelfth of the Tenant's Share
of
any Annual
Amortized Capital Expenditure, computed in
accordance with subsection 10.9 of this Agreement;
10.1.6. on the first
day of each month
during the Term, the
monthly
Tenant Electric
Charges, set forth in section 9.1 of this
Agreement as the
same may be revised in accordance with
subsection 10.10 of this Agreement; and
10.1.7. promptly as
and when billed
therefor by the Landlord, the
amount of any expense
which would otherwise
fall within the
definition of Operational Expenses, but which is specifically
paid or incurred by the Landlord for operation and maintenance
of the Building, the Common Facilities or the Property outside
Regular Business Hours
at the specific
request of the Tenant
or the amount of any
expenditure incurred
for maintenance or
repair of damage to the Building, the Common Facilities,
the
Property, the Leased
Premises or the Other
Leased Premises
caused directly or
indirectly,
in whole or in part,
by the
active or passive
negligence or intentional act of the Tenant
or any of its employees, other agents or Guests.
10.2.
"Operational Expenses"
means all expenses paid or incurred by the
Landlord in connection with the Property, the Building, the Common Facilities
and any other
improvements on the
Property and their operation and maintenance
(other than Taxes (which are separately allocated to the Tenant in
accordance
with subsections
10.1.1 and 10.1.2 of
this Agreement),
Capital Expenditures
(which are separately
allocated to the
Tenant in accordance
with subsection
10.1.5 of this Agreement) and those expenses contemplated by subsections
10.1.6
and 10.1.7 of this Agreement)) including, without limiting the
generality of the
foregoing:
10.2.1. Utilities
Expenses;
10.2.2. the expense of
providing the services, maintenance and repairs
contemplated by
subsection
8.1 of this
Agreement,
whether
furnished by
the Landlord's employees or by independent
contractors or other agents;
10.2.3. wages,
salaries, fees and
other compensation and payments and
payroll taxes
and contributions to any social security,
unemployment insurance, welfare, pension or similar fund and
payments for other
fringe benefits
required by law or
union
agreement (or,
if the employees or any of them are not
represented by a union, then payments for benefits comparable
to those generally
required by union agreement in first class
office buildings in
the immediate area
which are
unionized)
made to or on behalf of any
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<PAGE>
employees of
Landlord performing services rendered in
connection with the operation and maintenance of the Building,
the Common Facilities
and the Property,
including,
without
limiting the generality of the foregoing, elevator operators,
elevator starters, window cleaners, porters, janitors, maids,
miscellaneous
handymen,
watchmen,
persons engaged
in
patrolling and protecting the Building, the Common Facilities
and the Property,
carpenters, engineers,
firemen, mechanics,
electricians, plumbers, other tradesmen, other persons engaged
in the operation
and maintenance of the Building, Common
Facilities and
Property,
Building
superintendent
and
assistants, Building
manager, and clerical and administrative
personnel;
10.2.4.
the uniforms of all
employees and the
cleaning, pressing
and
repair thereof;
10.2.5. premiums and
other charges
incurred by Landlord
with respect
to all insurance relating to the Building, the Common
Facilities and the Property and the operation and maintenance
thereof, including, without limitation: property and casualty,
fire and extended
coverage insurance,
including windstorm,
flood, hail,
explosion,
other
casualty, riot, rioting
attending a strike,
civil commotion,
aircraft, vehicle and
smoke insurance; public liability insurance; elevator, boiler
and machinery insurance; excess liability coverage
insurance;
use and occupancy insurance; workers' compensation and health,
accident,
disability and
group life insurance for all
employees; casualty
rent insurance and
such other
insurance
with such limits as may, from time to time, be customary for
office buildings or
which Landlord may be
required to secure
by mortgage lenders;
10.2.6. sales
and excise taxes and the like upon any Operational
Expenses and Capital Expenditures;
10.2.7. management
fees of any
independent
managing agent for the
Property, the Building or the Common Facilities; and if there
shall be no
independent managing
agent, or if the managing
agent shall be a
person affiliated
with the Landlord, the
management fees that
would customarily
be charged for the
management of the
Property, the Building and the Common
Facilities by an
independent, first
class managing agent
in
the immediate area;
10.2.8. the cost of
replacements
for tools,
supplies and
equipment
used in the
operation,
service, maintenance, improvement,
inspection, repair and
alteration of the Building, the Common
Facilities and the Property;
10.2.9. the cost of
repainting or otherwise redecorating any part of
the Building or the Common Facilities;
10.2.10. decorations for the lobbies and other Common Facilities in
the
Building;
10.2.11. the cost of
licenses, permits and
similar fees and charges
related to operation,
repair and maintenance of the Building,
the Property and the Common Facilities; and
10.2.12. any and all other expenditures of the Landlord in connection
with the operation,
alteration, repair or
maintenance of the
Property, the
Common Facilities or the Building as a
first-class office
building and
facilities in the
immediate
area which are properly treated as an expense fully deductible
as incurred in accordance with generally applied real estate
accounting practice.
In determining Base Year Operational
Expenses, Landlord
may adjust any line item which, when
compared to the same
line item for the year prior to the Base
Year, has increased at a rate which is more than double the
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<PAGE>
increase in the Index at the end of the year prior to the Base
Year compared
to the Index at the
end of the Base Year.
In
such event, the actual
expense incurred for
the line item in
the Base Year shall be adjusted to equal the amount incurred
for the same line
item for the year
prior to the Base
Year
multiplied by the sum of one plus the percentage increase in
the Index for the one year period.
10.3.
"Capital Expenditures"
means the following
expenditures
incurred or
paid by the Landlord in connection with the Property, the Building, the Common
Facilities and any other improvements on the Property:
10.3.1. all costs and
expenses incurred by
the Landlord in connection
with
retro-fitting
the entire
Building
or the Common
Facilities, or any
portion thereof, to comply with any change
in Federal, state or local statute, rule, regulation, order or
requirement which
change takes effect after the original
completion of the Building;
10.3.2.
all costs and expenses
incurred by the Landlord to replace and
improve the Property, the Building or the Common Facilities or
portions thereof for the purpose of continued operation of the
Property, the Building
and the Common
Facilities as a
first
class office complex in the immediate area; and
10.3.3. all costs and
expenses incurred by
the Landlord in connection
with the installation
of any energy, labor or other cost
saving device or
system on the Property or in the Building or
the Common Facilities.
10.4.
Neither "Operational Expenses" nor "Capital Expenditures" shall
include
any of the following:
10.4.1. principal
or interest
on any mortgage indebtedness on the
Property, the Building or any portion thereof;
10.4.2. any capital
expenditure, or
amortized portion thereof, other
than those included in the definition of Capital Expenditures
set forth in subsection 10.3 above;
10.4.3. expenditures
for any leasehold
improvement
which is made in
connection with the preparation of any portion of the Building
for occupancy by a new
tenant or which is not made generally
to or for the benefit
of the Leased
Premises and all Other
Leased Premises or
generally to the Building or the Common
Facilities;
10.4.4. to the extent
the Landlord actually receives proceeds of
property and
casualty insurance policies on the Building,
other improvements on
the Property or the Common Facilities,
expenditures for repairs or replacements occasioned by fire or
other casualty to the Building or the Common Facilities;
10.4.5. expenditures
for repairs, replacements or rebuilding
occasioned by any of the events contemplated by section 16 of
this Agreement;
10.4.6. expenditures
for costs,
including advertising and leasing
commissions, incurred
in connection with efforts to lease
portions of the
Building and to procure new tenants for
the
Building;
10.4.7. expenditures
for the salaries
and benefits of the
executive
officers, if any, of the Landlord; and
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<PAGE>
10.4.8. depreciation
(as that term is used
in the accounting sense in
the context
of generally applied real estate accounting
practice) of the Building, the Common Facilities and any other
improvement on the Property.
10.5. As
soon as practicable
after the close of the
No Pass Through
Period
and December
31 of each year
thereafter,
any portion of which is during the
Term, the Landlord shall furnish the Tenant with a notice setting
forth:
10.5.1. Taxes billed,
or if a bill has not
then been received for the
entire period,
the Landlord's projection of Taxes to be
billed, for the then current calendar year;
10.5.2. the amount of
Base Year Taxes;
10.5.3. the amount,
if any, by which item
10.5.1 above
exceeds item
10.5.2 above; and
10.5.4. the Tenant's
Share of item 10.5.3 above.
10.6. As
soon as practicable
after December 31 of
each year during the Term
and after the end of the Term, the Landlord shall furnish the Tenant with a
notice setting forth:
10.6.1. the actual
amount of Taxes for the preceding calendar year in
excess of Base Year Taxes (or proportional amount thereof for
shorter periods during the Term);
10.6.2. the Landlord's
previously
projected amount of Taxes for the
preceding calendar
year in excess of Base Year Taxes (or
proportional amount
thereof for shorter
periods during the
Term);
10.6.3. the difference
obtained by
subtracting item 10.6.2 above from
item 10.6.1 above; and
10.6.4. the Tenant's
Share of item 10.6.3 above.
10.7. As
soon as practicable
after the close of the
No Pass Through
Period
and December
31 of each year
thereafter,
any portion of which is during the
Term, the Landlord shall furnish the Tenant with a notice setting
forth:
10.7.1. the Landlord's
projection of annual
Operational Expenses
for
the current
period (if any portion thereof is during the
Term);
10.7.2. the amount of
the Base Year Operational Expenses;
10.7.3. the amount,
if any, by which item
10.7.1 above
exceeds item
10.7.2 above; and
10.7.4. the Tenant's
Share of item 10.7.3 above.
10.8. As
soon as practicable
after December 31 of
each year during the Term
and after the end of the Term, the Landlord shall furnish the Tenant with a
notice setting forth:
10.8.1. the actual
amount of Operational Expenses for the preceding
calendar year in excess of Base Year Operational Expenses (or
proportional amount
thereof for shorter
periods during the
Term);
10.8.2. the
Landlord's
previously
projected amount of Operational
Expenses for the
preceding calendar year in excess of Base
Year Operational
Expenses (or proportional amount
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<PAGE>
thereof
for shorter periods during the Term);
10.8.3. the difference
obtained by
subtracting item 10.8.2 above from
item 10.8.1 above; and
10.8.4. the Tenant's
Share of item 10.8.3 above.
10.9.
As soon as practicable after incurring any Capital
Expenditure, the Landlord shall furnish the Tenant with a notice
setting forth:
10.9.1. a description of the Capital Expenditure and the subject
thereof;
10.9.2.
the date the subject
of the respective Capital Expenditure was
first placed
into service and the period of useful life
selected by the Landlord in connection with the determination
of the Annual Amortized Capital Expenditure;
10.9.3. the amount of
the Annual Amortized Capital Expenditure; and
10.9.4. the Tenant's
Share of item 10.9.3 above.
10.10. From time to
time after the Commencement Date, the Landlord may furnish
the Tenant with a notice setting forth its estimate of Tenant
Electric Charges
per month. Unless the Tenant desires to question the Landlord's
then most recent
estimate of Tenant Electric Charges exclusively in the manner set
forth below,
the Landlord's then
most recent estimate shall be binding and shall continue in
effect until
any question raised by the Tenant is otherwise resolved in
accordance with this subsection 10.10 of the Agreement. If the
Tenant desires to
question the Landlord's estimate of Tenant Electric
Charges, the Tenant shall
give notice to the Landlord of its desire. Upon receipt of the Tenant's
notice,
the Landlord shall obtain, at the Tenant's expense, a reputable, independent
electrical engineer's
formal written estimate and computation of the Tenant
Electric Charges.
The engineer's
estimate and
computation of Tenant
Electric
Charges shall thereupon control for a 12 month period
commencing with the
date
as of which it is given effect as to Tenant Electric Charges, and until the
Landlord furnishes
the Tenant with a subsequent notice setting forth its
estimate of Tenant
Electric Charges
per month,
except to the extent
that the
Landlord may increase
them in proportion to increases in Utilities
Expenses
during the same period.
10.11. Within
30 days after the Landlord gives any notice enumerated in
subsections 10.5
through 10.10 of this
Agreement,
the Tenant or the
Tenant's
authorized agent, upon one week's prior notice to the Landlord,
may inspect the
Landlord's books and
records, as they pertain to the particular expense in
question, at the
Landlord's office
regarding the subject of any such notice to
verify the amount(s) and calculation(s) thereof. After payment of the Tenant's
Share in accordance
with the provisions of section 10 of this
Agreement,
no
further audit shall be conducted with respect to Operational
Expenses, Taxes,
Capital Expenditures,
Base Year Operational
Expenses or Base Year Taxes except
with respect to items which may have been questioned within the 30 day period.
Tenant agrees that no audit will be conducted by an auditor
engaged, in whole or
in part, on a contingent fee basis. If an audit is conducted, the
Landlord shall
have the right to
verify that the
provisions
of this prohibition have been
satisfied.
10.12. The mere
enumeration
of an item within the
definitions of
Operational
Expenses and
Capital Expenditures in subsections 10.2 and 10.3 of this
Agreement, respectively, shall not be deemed to create an
obligation on the part
of the Landlord
to provide
such item unless the Landlord is affirmatively
required to provide such item elsewhere in this Agreement.
Landlord, at Tenant's
expense, shall
maintain any
supplementary
facilities
which are agreed to
be
installed by Landlord for Tenant including, without limitation, supplementary
heating, cooling
or ventilation; electronic locking devices; and kitchen
facilities such as faucets, drains, pumps and insta-hot lines.
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<PAGE>
11.
LEASEHOLD IMPROVEMENTS, FIXTURES AND TRADE FIXTURES.
All leasehold
improvements to the Leased Premises, fixtures installed in the
Leased Premises and
the blinds and floor
treatments or coverings shall be the
property of the Landlord, regardless of when, by which party or at
which party's
cost the item is installed. Movable furniture, furnishings, trade fixtures and
equipment of the Tenant which are in the Leased Premises shall be the property
of the Tenant,
except as may otherwise be set forth in section 23 of this
Agreement.
12.
ALTERATIONS, IMPROVEMENTS AND OTHER MODIFICATIONS BY THE
TENANT.
12.1. The Tenant shall not make any alterations, improvements or other
modifications to the
Leased Premises
which effect
structural
changes in the
Building or any portion thereof, change the functional utility or rental value
of the Leased Premises
or, except as may be
contemplated by
section 5 of this
Agreement prior to the
Commencement Date,
affect the mechanical,
electrical,
plumbing or other systems installed in the Building or the Leased
Premises.
12.2. The
Tenant shall not make any other alterations, improvements or
modifications to the Leased Premises, the Building or the Property or
make any
boring in the ceiling,
walls or floor of the
Leased Premises or the
Building
unless the Tenant shall have first:
12.2.1.
furnished
to the
Landlord
detailed, New Jersey
architect-certified construction
drawings,
construction
specifications and, if they pertain in any way to the heating,
ventilation and air
conditioning
or other systems of the
Building, related
engineering design
work and specifications
regarding, the
proposed alterations,
improvements
or other
modifications;
12.2.2. not
received a notice from the Landlord objecting thereto in
any respect within 30
days of the furnishing
thereof (which
shall not be deemed the Landlord's affirmative consent for any
purpose);
12.2.3. obtained
any necessary
or appropriate building permits or
other approvals from the Municipality and, if such permits or
other approvals are
conditional, satisfied
all conditions to
the satisfaction of the Municipality; and
12.2.4. met, and
continued to meet, all the following conditions with
regard to any
contractors
selected by the Tenant and any
subcontractors, including materialmen, in turn selected by any
of them:
12.2.4.1. the
Tenant shall have sole responsibility for
payment of, and shall pay, such contractors;
12.2.4.2. the
Tenant shall have sole responsibility for
coordinating, and
shall coordinate, the work to be
supplied or performed
by such contractors, both
among themselves and with any contractors selected
by the Landlord;
12.2.4.3. the Tenant
shall not permit or suffer the filing of
any notice of construction lien claim or other lien
or prospective
lien by any such contractor or
subcontractor with
respect to the
Property, the
Common Facilities,
the Building or any other
improvements on
the Property; and if any of the
foregoing should be filed by any such contractor or
subcontractor, the
Tenant shall forthwith
obtain
and file the complete discharge and release thereof
or provide such
payment bond(s) from a
reputable,
financially sound institutional surety as will, in
the opinions of the
Landlord, the holders of any
mortgage indebtedness on, or other interest in, the
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<PAGE>
Property, the
Building, the Common
Facilities or
any other improvements on the Property, or any
portions
thereof, and
their respective title
insurers, be
adequate to assure the complete
discharge and release thereof;
12.2.4.4. prior to any
such contractor's
entering upon the
Property, the
Building or the Leased
Premises or
commencing work the
Tenant shall have delivered to
the Landlord (a) all the Tenant's certificates of
insurance set
forth in section 14 of this
Agreement,
conforming in
all respects to the
requirements of
section 14 of this Agreement,
except that
the effective dates of all such
insurance policies
shall be prior to any such
contractor's
entering upon
the Property, the
Building or the Leased
Premises or commencing work
(if any work is
scheduled to begin before the
Commencement Date) and (b) similar certificates of
insurance from
each of the
Tenant's contractors
providing for
coverage in equivalent amounts,
together with
their respective certificates of
workers'
compensation insurance,
employer's
liability
insurance
and
products-completed
operations insurance, the latter providing coverage
in at least the amount
required for the
Tenant's
comprehensive general
public liability and
excess
insurance;
12.2.4.5. each such
contractor shall be a party to collective
bargaining agreements
with those
unions that are
certified as the
collective bargaining
agents of
all bargaining units of such contractor, of which
all such contractor's
workpersons shall be members
in good standing;
12.2.4.6. each such
contractor
shall perform its work in a
good
and workpersonlike manner and shall not
interfere with or
hinder the Landlord or any other
contractor in any manner;
12.2.4.7. there
shall be no labor dispute of any nature
whatsoever involving
any such contractor or any
workpersons of such
contractor
or the unions of
which they are members with anyone; and if such a
labor dispute
exists or comes into
existence the
Tenant shall
forthwith, at the
Tenant's sole cost
and expense, remove
all such contractors and their
workpersons from
the Building, the Common
Facilities and the Property; and
12.2.4.8. the Tenant
shall have the sole
responsibility for
the security
of the Leased Premises and all
contractors'
materials,
equipment and
work,
regardless of whether
their work is in progress or
completed.
12.3.
After the Commencement Date, the Tenant shall not apply any wall
covering (except latex
based flat paint) or other treatment to the walls of the
Leased Premises without the prior written consent of the
Landlord.
13. LANDLORD'S
RIGHTS OF ENTRY AND ACCESS.
The Landlord and its authorized agents shall have the following
rights of entry
and access to the Leased Premises:
13.1. In
case of any emergency or threatened emergency, at any time for any
purpose which the Landlord reasonably believes under such circumstances will
serve to prevent,
eliminate or reduce the emergency, or the threat thereof, or
damage or threatened damage to persons and property.
13.2. Upon
at least one day's prior verbal advice to the Tenant, at any time
for the purpose of erecting
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<PAGE>
or constructing
improvements,
modifications,
alterations and other changes to
the Building or any portion thereof, including, without limiting the
generality
of the foregoing, the
Leased Premises, the Common Facilities or the Property or
for the purpose of
repairing, maintaining
or cleaning
them, whether for the
benefit of the Landlord, the Building, all tenants of Other Leased
Premises in
the Building, or one
or more tenants of Other Leased Premises, or others. In
connection with
any such improvements, modifications, alterations, other
changes, repairs,
maintenance
or cleaning, the Landlord may close off such
portions of the Property, the Building and the Common
Facilities and
interrupt
such services as may be necessary to accomplish such work,
without liability
to
the Tenant therefore
and without such closing or interruption being deemed an
eviction or constructive eviction or requiring an abatement of
Rent. However, in
accomplishing any such
work, the Landlord
shall endeavor not to materially
interfere with the
Tenant's use and
enjoyment of the Leased Premises or the
conduct of the Tenant's business and to minimize interference,
inconvenience and
annoyance to the Tenant.
13.3. At
all reasonable
hours for the purpose
of operating,
inspecting or
examining the Building, including the Leased Premises, or the
Property.
13.4. At
any time after the Tenant has vacated the Leased Premises, for the
purpose of preparing
the Leased
Premises for another tenant or prospective
tenant.
13.5. If
practicable by appointment with the Tenant, at all reasonable hours
for the purpose of showing the Building to prospective purchasers, mortgagees
and prospective mortgagees and prospective ground lessees and
lessors.
13.6. If
practicable by appointment with the Tenant, at all reasonable hours
during the last nine
months of the Term for the purpose of showing the Leased
Premises to prospective tenants thereof.
13.7. The
mere enumeration of
any right of the Landlord within this section
13 of the Agreement
shall not be deemed to
create an obligation on the part of
the Landlord to exercise any such right unless the Landlord is affirmatively
required to exercise such right elsewhere in this Agreement.
14.
LIABILITIES AND INSURANCE OBLIGATIONS.
14.1. The
Tenant shall,
at the Tenant's own
expense, purchase before the
Commencement Date, and maintain in full force and effect throughout
the Term and
any other period
during which the Tenant may have possession of the Leased
Premises, the
following types of insurance coverage from financially sound
and
reputable insurers,
licensed by the State of New Jersey to provide such
insurance and
acceptable
to the Landlord, in the minimum amounts set forth
below, each of which
insurance policies
shall be for the benefit of, and shall
name the Landlord, the
Landlord's
managing agent and mortgagees and ground
lessors known to the Tenant, if any, of the Building, the Common
Facilities, the
Property or any interest therein, their successors and assigns as additional
persons insured,
and none of which insurance policies shall contain a
"co-insurance" clause:
14.1.1. commercial
general liability insurance (including "broad form
and contractual
liability" coverage)
and excess ("umbrella")
insurance which,
without limiting the generality of the
foregoing, considered together shall insure against such risks
as bodily injury,
death and property damage, with a combined
single limit
of not less than $3,000,000.00 for each
occurrence; and
14.1.2. "all-risks"
property insurance covering the Leased Premises in
an amount sufficient,
as determined by the Landlord from time
to time, to cover
the replacement costs for all Tenant's
alterations,
improvements, fixtures
and personal property
located in or on the Leased Premises.
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<PAGE>
14.2. With
respect to risks:
14.2.1. as to which
this Agreement
requires either party
to maintain
insurance, or
14.2.2. as to which
either party is effectively insured and for which
risks the other party may be liable,
14.2.3. the party
required to maintain
such insurance and the party
effectively insured
shall use its best
efforts to obtain a
clause, if available from the respective insurer, in each such
insurance policy expressly waiving any right of recovery,
by
reason of subrogation to such party's rights or otherwise, the
respective insurer
might otherwise have or obtain against the
other party,
so long as such a
clause can be obtained in the
respective insurance
policy without
additional premium cost.
If such a clause can be obtained in the respective insurance
policy, but only at additional premium cost, such party shall,
by notice to the other party, promptly advise the other
party
of such fact and the amount of the additional premium cost. If
the other party
desires the inclusion of such a clause in the
notifying party's respective insurance policy, the other party
shall, within 10 days
of receipt
of the notifying party's
notice, by notice advise the notifying party of its desire and
enclose therewith
its check in the full amount of the
additional premium
cost; otherwise the
notifying party
need
not obtain such a clause in the respective insurance.
14.3. Each
party hereby waives any right of recovery against the other party
for any and all damages for property losses and property damages which are
actually insured by either party, but only to the extent:
14.3.1. that the
waiver set forth in this subsection 14.3 does not
cause or result in any
cancellation of, or diminution in, the
insurance coverage
otherwise available under any applicable
insurance policy;
14.3.2. of the
proceeds of any applicable insurance policy (without
adjustment for
any deductible amount set forth therein)
actually received by
such party for such
respective loss or
damages; and
14.3.3. the substance
of the clause contemplated by subsection 14.2 of
this Agreement is
actually and
effectively set forth
in the
respective insurance policy.
The waiver set forth in this subsection 14.3 of the Agreement shall not apply
with respect to
liability insurance policies (as opposed to property and
casualty insurance policies).
14.4. The
Tenant hereby waives any right of recovery it might otherwise have
against the Landlord for losses and damages caused actively or passively, in
whole or in part, by
any of the risks the Tenant is required to insure against
in accordance with subsections 14.1.1 or 14.1.2 of this
Agreement, unless
such
waiver would
cause or result in a cancellation of, or diminution in, the
coverage of the Tenant's policies of insurance against such
risks.
14.5. The
Landlord shall have no
liability whatsoever
to the Tenant or
the
Tenant's employees,
other agents or Guests or anyone else for any death, bodily
injury, property loss
or other damages
suffered by any of them or any of their
property which is not caused directly, exclusively and entirely by the active
gross negligence
or intentional misconduct of the Landlord without the
intervention or
contribution
of any other cause or contributing factor
whatsoever.
14.6. Each
policy of insurance required under subsection 14.1 of this
Agreement shall include provisions to the effect that:
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<PAGE>
14.6.1. no act or
omission of the Tenant, its employees, other agents
or Guests shall result in a loss of insurance coverage
otherwise available
under such policy to
any person required
to be named
as an additional insured in accordance with
subsection 14.1 of this Agreement; and
14.6.2. the
insurance coverage afforded by such policy shall not
be
diminished,
cancelled, permitted
to expire or otherwise
terminated for any
reason except upon 30
days' prior written
notice from the insurer to every person required to be named
as an additional insured in accordance with subsection 14.1 of
this Agreement.
14.7. With
respect to each type of insurance coverage referred to in
subsection 14.1 of this Agreement, prior to the Commencement Date the Tenant
shall cause its insurer(s) to deliver to the Landlord the
certificate(s) of
the
insurer(s) setting
forth the name and
address of the insurer, the name and
address of each additional insured, the type of coverage provided,
the limits of
the coverage, any
deductible amounts,
the effective dates of coverage and that
each policy under which coverage is provided affirmatively includes provisions
to the effect set forth in subsection 14.6 of this Agreement. In the event any
of such certificates
indicates a coverage termination date earlier than the end
of the Term or the end of any other period during which the Tenant may have
possession of the
Leased Premises, no later than 10 days before any such
coverage termination
date, the Tenant shall deliver to the Landlord respective,
equivalent, new certificate(s) of the insurer(s).
15. CASUALTY
DAMAGE TO BUILDING OR LEASED PREMISES.
15.1. In
the event of any damage to the Building or any portion thereof by
fire or other
casualty, with the
result that the Leased
Premises are rendered
unusable, in whole or
in part, then,
unless the
Building is
destroyed or so
damaged that the
Landlord does not intend to rebuild the
same, the Landlord
shall, within 30
business days of the
casualty, determine the period of time
required to restore the Building and the Leased Premises (but not including
the
improvements
constructed or
installed prior to the
Term or during the Term in
excess of the original allowance for the same).
15.1.1. If, in
Landlord's opinion,
the restoration described above
will take more than 180 days then Landlord may elect to cancel
this Agreement effective as of the date of casualty. Notice of
the Landlord's election shall be served upon the Tenant within
the 30 business day period described above.
15.1.2. If, in
Landlord's opinion,
the restoration described above
will take 180 days or less, then Landlord shall not cancel
this Agreement
and must restore the Building and the
Leased
Premises as aforesaid.
In either of such events, the Landlord
shall cause restoration to proceed diligently and expediently
to the extent
the Landlord has received proceeds of any
property, casualty
or liability insurance on the damaged
portions (or would have received such proceeds had it obtained
such coverage).
15.2. Rent
shall abate from the date of the casualty until:
15.2.1. such time as
the Leased Premises are again fully usable and be
reduced during such
period by the amount which bears the same
proportion to
the Rent otherwise payable during such period as
the gross rentable
floor space of the
Leased Premises
which
are rendered unusable
bears to the gross rentable floor space
of the Leased
Premises. The
restoration of the
improvements
constructed or installed prior to the Term or during the
Term
in excess of the original allowance for the same shall be
the
Tenant's
responsibility. Tenant
shall make reasonable,
good
faith efforts
to integrate the restoration which is its
responsibility with
the work which
is being performed by
Landlord. To the extent that is not feasible,
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<PAGE>
Tenant shall be allowed an additional, reasonable interval to
complete its work,
not to exceed
sixty
