OPERATING LEASE

1.       Landlord is the owner of certain real property and the improvements located thereon including, without limitation, a hotel, catering facility and restaurant complex, known collectively as the Wilshire Grand Hotel and located at 350 Pleasant Valley Way, West Orange, New Jersey (collectively, the “ Facility” ), a floor plan of the first floor of which is annexed hereto and made a part hereof as Exhibit A ; and

(a)       the portion of the first floor of the Facility shown hatched on the floor plan annexed hereto as Exhibit B and made a part hereof (the “ Premises ”); and

(b)      the FF&E (as hereinafter defined).

Tenant acknowledges that the floor plan annexed hereto as Exhibit B is solely for the purpose of identifying the Premises and nothing set forth in this Lease shall be construed to be a representation or covenant as to the dimensions and/or square foot area of the Premises. Tenant acknowledges that the floor plan annexed hereto as Exhibit A is solely for the purpose of identifying the Facility and nothing set forth in this Lease shall be construed to be a representation or covenant as to the dimensions and/or square foot area of the Facility.

1.02     The term of this Lease (the “ Term ”) shall commence on the date hereof (the “ Commencement Date ”), and shall end on the earliest to occur of the following (the “ Expiration Date ”): (i) the date of any expiration or termination of the Purchase Agreement, (ii) December 29, 2005 (provided that if, and only if, the Scheduled Closing Date (as defined in the Purchase Agreement) is duly extended pursuant to Section 9.1 of the Purchase Agreement, then the date “December 29, 2005” set forth in this clause shall be deemed to be the earlier of (x) the adjourned Closing Date (as defined in the Purchase Agreement) pursuant to the Purchase Agreement and (y) March 28, 2006, or (iii) the date such Term shall sooner cease and terminate as herein provided. For all purposes of this Lease, the term “ Business Day ” shall mean any Monday through Friday that is not a New Jersey State or Federal holiday for which financial institutions or post offices are generally closed in the State of New Jersey. The foregoing notwithstanding, only if the Closing (as defined in the Purchase Agreement) shall actually occur on the Scheduled Closing Date (as defined in the Purchase Agreement, and as same may be adjourned pursuant to the Purchase Agreement), and if Buyer shall request a reasonable period prior to the Scheduled Closing Date, then immediately prior to the Closing (but subject to the Closing actually occurring) the Term shall be extended to the date two (2) days after Closing, but such extension shall be without liability or obligation on the part of Landlord (and this exculpation of Landlord shall survive the Closing and the extension of the term).

1.03     Tenant acknowledges delivery of possession of the Leased Property and accepts the Leased Property in its “as is” condition on the Commencement Date. Tenant further acknowledges that it has had full opportunity to inspect the Leased Property and the Facility and to review such documents and records as it deems necessary or appropriate concerning the Leased Property and the Facility, including, without limitation, the condition of the soil, subsoil, surface or other physical condition of the Facility; the existence or non existence of hazardous or toxic materials, wastes or substances or archaeological matters, the fitness or suitability of the Leased Property for any particular use or purpose, applicable restrictive covenants, governmental laws, rules, regulations, and limitations; the zoning subdivision, use, density, location or development of the Facility; the necessity or availability or unavailability of any rezoning, zoning variances, conditional use permits, special management area permits, building permits, environmental impact statements, certificates of occupancy and other governmental permits, approvals or acts; the physical condition of the Leased Property and the Facility, including but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping and electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances (if any), the Facility’s compliance or non-compliance with any building code, OSHA, the ADA and other Legal Requirements (as such terms are hereinafter defined), the size, dimension, or topography of the Leased Property and the Facility and surface, soil geologic, drainage, flooding or groundwater conditions or other physical conditions and characteristics of or affecting the Leased Property and the Facility or adjoining land. Tenant represents that it is not relying on any representation or warranty of Landlord or Landlord’s agents or employees with respect to the condition of the Leased Property and Tenant waives any claim or action against Landlord in respect thereof. Landlord makes no warranty or representation, express or implied, in respect of the Leased Property or any part thereof, either as to its fitness for use, design or condition for any particular use or purpose or otherwise, or as to the quality of the material or workmanship therein, latent or patent, it being agreed that all such risks are to be borne by Tenant. Tenant further acknowledges and agrees that Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Leased Property to prepare the Leased Property for Tenant’s occupancy.

1.04     During the Term, Tenant, its agents, employees, contractors, guests and invitees shall have the non-exclusive right to use, in common with Landlord and other tenants and occupants of the Facility, and their agents, employees, contractors, guests and invitees, the parking and landscaped areas, common entrances, exits, roadways, streets, curbs, driveways and delivery areas of the Facility that are designated by Landlord for common use at the Facility (the “ Common Areas ”). Landlord makes no representation as to the condition, use or otherwise with respect to the Common Areas. The Common Areas shall be subject to the exclusive control and management of Landlord and Landlord shall have the right to establish, modify, change and enforce reasonable rules and regulations with respect to the Common Areas, including, without limitation, with respect to the parking areas, for the proper care and operation of same, and Tenant agrees to abide by and conform with such rules and regulations. Landlord shall have the right, without liability to Tenant, to close any part of the Common Areas for such time as may be necessary for the repair, maintenance or replacement thereof and/or to make modifications to the Common Areas as Landlord deems necessary or desirable. Tenant agrees that it shall not use any portion of the Common Areas in any manner which would unreasonably or materially interfere with the use thereof by Landlord and/or any other occupant of the Facility and their agents, employees, contractors, guests and invitees. Except as expressly provided in this Lease, Tenant shall have no right to use any facilities or services of the Facility.

1.05     Notwithstanding any provision of this Lease to the contrary, in no event may Tenant, its employees, contractors, agents, guests and invitees (“ Tenant Parties ”) use more than an aggregate of 125 parking spaces at the Facility (the “ Parking Areas ”), it being acknowledged by Tenant that all of such parking spaces shall be at the rear of the Facility and that some or all of these parking spaces may be unstriped or unmarked. Tenant acknowledges that the Restaurant Tenant has been granted certain exclusive parking rights pursuant to the Restaurant Lease and Tenant agrees that no Tenant Party shall park vehicles in any area exclusively reserved for use by the Restaurant Tenant (as such area may change from time to time) Tenant further acknowledges that the number of spaces in the Parking Areas that are available for use by Tenant Parties may be insufficient to accommodate Tenant’s parking requirements and that Tenant may be required to locate alternate parking for Tenant Parties from time to time, which may include arrangements for valet parking for guests (without expense to Landlord) at Tenant’s events in the Premises. Tenant agrees to provide such valet parking whenever so requested by Landlord. Tenant’s employees and contractors shall park their vehicles only in such portions of the Parking Areas that are located in the rear of the Facility. Except as otherwise herein provided, Tenant Parties shall park trucks and delivery vehicles only in those portions of the Parking Areas at the rear of the facility that Landlord from time to time shall designate to Tenant, and no trucks may be parked anywhere in the Parking Areas except for delivery purposes. To the extent that Tenant’s contractors require parking in other portions of the Parking Areas in connection with the performance of their work in the Premises, such contractors shall park their vehicles only in those portions of the Parking Areas as Landlord may from time to time reasonably designate for that purpose.

2.01     For the purposes of this Lease the words and terms which follow shall have the following meanings:

(a)      “ Common Area Expenses ” shall mean any and all costs and expenses incurred by Landlord in connection with the repair, maintenance and operation of the Common Areas or which otherwise are costs of repair, maintenance and/or operation of improvements, equipment, fixtures, and/or building systems shared by or servicing the Premises and other areas of the Facility (including without limitation exterior repair and maintenance, and repair and maintenance of building systems) (“ Shared Facilities ”), including, but not limited to the following: (i) repair, maintenance and cleaning (interior and exterior) of Common Areas and Shared Facilities, (ii) holiday decorations, (iii) the cost of all insurance carried by Landlord applicable to the Facility (such insurance not being limited to the Common Areas or the Shared Facilities, but to include all Landlord’s insurance respecting the Facility, including, without limitation, the hotel portion of the Facility) including, without limitation, primary and excess liability, fire and extended coverage, vandalism and all broad form coverage; (iv) supplies; (v) all charges for permits, approvals and authorizations required pursuant to applicable Legal Requirements; (vi) the cost of landscaping, site maintenance and refuse and snow removal including but not limited to curb cuts, curbs, and sidewalks adjacent to the Facility; (vii) repair and maintenance of the canopy, if any over the sidewalks; and (viii) cost of operating, servicing, maintaining, repairing and replacing the security, fire-alarm and other life-safety, and traffic systems.

(b)     “ Taxes ” shall mean any and all real estate taxes, assessments and special assessments, governmental levies, municipal taxes, county taxes, village taxes and school taxes, business improvement district assessments, special ad valorem levies, and any other governmental charges levied, assessed or imposed upon or with respect to the Facility including water charges and sewer rents, by any municipal or other governments or governmental bodies or authorities. If at any time during the Term the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, or as an addition to or as a substitute for, the whole or any part of such taxes, assessments, charges and levies now imposed on real estate, there shall be levied, assessed or imposed (x) a tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (y) any other such additional or substitute tax, assessment, levy, imposition, fee or charge, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be deemed to be included within the term “Taxes” for the purposes hereof, but only to the extent such tax is imposed exclusively upon owners or lessees of real property and provided such tax is computed as if the Facility were the only property of Landlord. Except as set forth in the preceding sentence, the term “Taxes” shall, exclude any net income, franchise or “value added” tax, inheritance tax, gift or succession or transfer tax, capital stock, mortgage recording or estate tax imposed or constituting a lien upon Landlord, its members or partners or all or any part of the Facility.

(c)     “ Tax Year ” shall mean the fiscal year for real estate tax purposes adopted by the taxing authority occurring during the Term.

(d)     “ CAM Statement ” shall mean a statement in writing setting forth the amount payable by Tenant on account of Common Area Expenses.

(e)     “ Tax Statement ” shall mean a statement in writing setting forth the amount payable by Tenant on account of Taxes.

(f)     “ Tenant’s Proportionate Tax Share ” shall mean (a) thirty percent (30.0%) for the period from the date of this Lease until the date immediately preceding the date four (4) months after the date of this Lease and (b) thirty nine and six tenths percent (39.6%) for the period from and after the date four (4) months after the date of this Lease.

(g)     “ Tenant’s Proportionate CAM Share ” shall mean thirty percent (30.0%).

(h)     “ Tenant’s Proportionate Utility Share ” shall mean (a) twenty three percent (23%) for the period from the date of this Lease until the date immediately preceding the date fourteen weeks after the date of this Lease and (b) twenty-eight percent (28%) for the period from and after the date fourteen (14) weeks after the date of this Lease.

(i)     “Utility Costs” shall mean any and all costs and expenses incurred by Landlord for heat, ventilation, air-conditioning, electricity, gas, and/or any other utility furnished to the Facility or any part thereof (excluding, however, phone service, cable or computer service, and water service), including, without limitation, the hotel portion of the facility, the Common Areas, and/or the Premises, together with all applicable taxes, impositions, service charges, surcharges, premium time charges, standby charges, reservation charges, and all other charges of the provider of such utility service.

(j)      “ Utility Statement ” shall mean a statement in writing setting forth the amount payable by Tenant on account of Utility Costs.

2.02     Tenant shall pay to Landlord an amount equal to Tenant’s Proportionate Tax Share of Taxes for each Tax Year during which any portion of the Term occurs, prorated to reflect the portion of the Tax Year occurring during the Term (“ Tenant’s Tax   Amount ”). Tenant shall pay to Landlord one twelfth (1/12 ^th ) of Tenant’s Tax Amount on the first day of each month during the Term on account of Tenant’s Tax Amount (partial months to be prorated), as same may be adjusted as hereafter provided. The parties confirm that Tenant shall pay $10,075.66 per month (partial months to be prorated) on account of Tenant’s Tax Amount for the period from the date hereof until and including January 29, 2006, and $13,723.61 per month (partial months to be prorated) on account of Tenant’s Tax Amount thereafter, subject to adjustment as hereinafter provided. If the Taxes for any Tax Year shall be adjusted by the taxing authority during the Term, or if Tenant’s Tax Amount otherwise shall change in accordance with the provisions of this Lease, or if the monthly amounts above specified must be revised to accurately reflect Tenant’s Tax Amount, Landlord shall furnish Tenant with notice of such adjustment and the corresponding adjustment in Tenant’s monthly payment on account of Tenant’s Tax Amount. If the Taxes for the Tax Year are adjusted such that the total amount paid by Tenant is less than Tenant’s Tax Amount, Tenant shall pay the amount of such deficiency to Landlord within then (10) days after Landlord shall furnish to Tenant a Tax Statement therefor. If the total amount paid by Tenant for any Tax Year exceeds Tenant’s Tax Amount, then provided Tenant is not in default under this Lease in respect of any monetary obligation of Tenant (without regard to any notice or cure period) or in default beyond any applicable notice and cure period in respect of any other obligation of Tenant under this Lease, Landlord shall pay the amount of such excess simultaneously with delivery of such Tax Statement to Tenant Notwithstanding any provision of this Lease to the contrary, if as a result of any work or improvements performed by Tenant in the Premises, any assessment is imposed or Taxes shall increase (a “ Tenant Improvement Tax ”), Tenant shall be solely responsible for such Tenant Improvement Tax and for purposes of this Lease the term Tenant’s Tax Amount shall include any such Tenant Improvement Tax. Tenant’s obligation to pay Tenant’s Tax Amount shall survive the expiration or sooner termination of this Lease.

2.03     Tenant shall pay to Landlord an amount equal to Tenant’s Proportionate CAM Share of Common Area Expenses for each calendar year in which any portion of the Term occurs, prorated to reflect the portion of the calendar year occurring during the Term (“ Tenant’s CAM   Amount ”). Promptly following the Commencement Date Landlord shall furnish to Tenant a CAM Statement setting forth Landlord’s estimate of Common Area Expenses for the 2005 calendar year (each calendar year in which any portion of the Term occurs, a “ Computation Year ”). Tenant shall pay to Landlord on the first day of each month during the Term one-twelfth (1/12) of the amount shown on such CAM Statement (partial months to be prorated), as same may be adjusted as hereafter provided. If Landlord’s estimate of Tenant’s CAM Amount for any Computation Year shall change at any time, Landlord shall furnish Tenant with notice of such adjustment and the corresponding adjustment in Tenant’s monthly payment on account of Tenant’s CAM Amount. Following the end of each Computation Year Landlord shall furnish Tenant with a CAM Statement showing the actual Common Area Expenses for the Computation Year prorated to reflect the portion of the Computation Year occurring during the Term and Tenant’s Proportionate CAM Share thereof. If the total amount paid by Tenant on account of Common Areas Expenses is less than the amount shown on such CAM Statement, Tenant shall pay the amount of such deficiency to Landlord within twenty (20) days after Landlord shall furnish the CAM Statement to Tenant. If the total amount paid by Tenant exceeds the amount shown on such CAM Statement, then provided Tenant is not in default under this Lease, Landlord shall pay the amount of such excess to Tenant simultaneously with the delivery of such CAM Statement to Tenant. Tenant’s obligation to pay Common Area Expenses shall survive the expiration or sooner termination of this Lease.

2.04     Tenant shall pay to Landlord an amount equal to Tenant’s Proportionate Utility Share of Utility Costs for each calendar year in which any portion of the Term occurs, prorated to reflect the portion of the calendar year occurring during the Term (“ Tenant’s Utility Amount ”). Promptly following the Commencement Date Landlord shall furnish to Tenant a Utility Statement setting forth Landlord’s estimate of Utility Costs for the 2005 calendar year. Tenant shall pay to Landlord, on the first day of each month during the Term, one-twelfth (1/12) of the amount shown on such Utility Statement (partial months to be prorated), as same may be adjusted as hereafter provided. If Landlord’s estimate of Tenant’s Utility Amount for any Computation Year shall change at any time, Landlord shall furnish Tenant with notice of such adjustment and the corresponding adjustment in Tenant’s monthly payment on account of Tenant’s Utility Amount. Following the end of each Computation Year Landlord shall furnish Tenant with a Utility Statement showing the actual Utility Costs for the Computation Year prorated to reflect the portion of the Computation Year occurring during the Term and Tenant’s Proportionate Utility Share thereof. If the total amount paid by Tenant on account of Utility Costs is less than the amount shown on such Utility Statement, Tenant shall pay the amount of such deficiency to Landlord within twenty (20) days after Landlord shall furnish the Utility Statement to Tenant. If the total amount paid by Tenant exceeds the amount shown on such Utility Statement, then provided Tenant is not in default under this Lease, Landlord shall pay the amount of such excess to Tenant simultaneously with the delivery of such CAM Statement to Tenant. Tenant’s obligation to pay Utility Costss shall survive the expiration or sooner termination of this Lease.

2.05     Tenant shall pay to Landlord three hundred dollars ($300) per month, on the first day of each month (partial months to be prorated), commencing on the Commencement Date, representing the agreed upon payment by Tenant to Landlord for water consumed at the Premises (“ Tenant’s Water Amount ”).

2.06     Each Tax Statement, CAM Statement and Utility Statement (as the case may be, a “ Statement ”) shall be conclusive and binding upon Tenant, unless Tenant gives notice to Landlord within sixty (60) days after receipt of such Statement, of Tenant’s election to have Tenant’s designated (in such notice) Approved CPA (as hereinafter defined) examine such of Landlord’s books and records (collectively, “ Records ”) as are directly relevant to the Statement in question. In making such examination, Tenant agrees, and shall cause its designated Certified Public Accountant to agree, to keep confidential (i) any and all information contained in such Records and (ii) the circumstances and details pertaining to such examination and any dispute or settlement between Landlord and Tenant arising out of such examination; and Tenant will confirm and cause its Certified Public Accountant to confirm such agreement in a separate written agreement, if requested by Landlord. Pending the resolution of any contest pursuant to the terms hereof, Tenant shall continue to pay all sums as determined to be due in the first instance by such Statement and upon the resolution of such contest, appropriate adjustment shall be made in accordance therewith. For purposes of this Lease, an “ Approved CPA ” shall mean a certified public accountant, licensed in the State of New Jersey, who is not an Affiliate (as hereinafter defined) of Tenant and is reasonably acceptable to Landlord, and who is not paid a fee or commission based in whole or in part on the amount of any reduction in the amounts payable by Tenant.

2.07     Tenant shall pay “ Tenant Charges ” consisting of all Taxes, Common Area Expenses, Utility Costs, Tenant’s Water Amount and all other sums of money as shall become due from and payable by Tenant to Landlord under this Lease, all to be paid in lawful money of the United States of America to Landlord at its office, or such other place, or to such agent, and at such place, as Landlord may designate by written notice to Tenant. Such payment of Tenant Charges shall be by check, subject to collection. Tenant covenants and agrees to pay all Tenant Charges promptly when due without notice or demand therefor and without any abatement, deduction or setoff for any reason whatsoever, except as otherwise provided herein. Tenant’s obligation to pay Tenant Charges which have accrued prior to the expiration or termination of this Lease shall survive the expiration or termination of this Lease.

2.08     No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct amount of the Tenant Charges shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this Lease or at law provided.

2.09     If Tenant shall fail to pay Tenant Charges due hereunder for more than seven (7) days after the same becomes due and payable, Tenant shall pay Landlord a late charge of five cents ($0.05) for each dollar of such Tenant Charges as shall not have been paid to Landlord within said seven (7) day period ; provided, however , that if Tenant shall default in the timely payment of any Tenant Charge on the date due more than two (2) times, then commencing with the third such event Tenant shall pay a late charge of five cents ($0.05) for each dollar of such Tenant Charges as shall not have been paid to Landlord on the date due, and such late charge shall be deemed to be Tenant Charges. Such late charge shall be without prejudice to any of Landlord’s rights and remedies hereunder or at law for nonpayment of rent, shall be in addition thereto and shall be deemed to be Tenant Charges.

2.10     If Tenant shall fail to pay any Tenant Charges by the date ten (10) day after the date on which such payment is due, in addition to (and not in lieu of) the late charge provided for Section 2.07 hereof, Tenant shall pay interest thereon at the rate which is the lesser of (i) ten (10%) percent per annum or (ii) the maximum rate of interest allowed by applicable law(s), if any, then prevailing, from the date on which such installment or payment is due to the date of payment thereof, and such interest shall be deemed to be Tenant Charges; provided, however , that if Tenant shall default in the timely payment of any Tenant Charge on the date due more than two (2) times, then commencing with the third such event Tenant shall pay interest thereon at the rate of ten (10%) percent per annum or the maximum rate of interest allowed by applicable law(s), if any, then prevailing, from the date on which such installment or payment is due to the date of payment thereof. Such interest charge shall be without prejudice to any of Landlord’s rights and remedies hereunder or at law for nonpayment of rent, shall be in addition thereto and shall be deemed to be Tenant Charges.

2.11     Anything herein to the contrary notwithstanding if, in the reasonable judgment of Landlord, it is possible to determine or to reasonably estimate whether there has been any overpayment or underpayment by Tenant of any Tenant’s Tax Amount, Tenant’s Cam Amount, Tenant’s Utility Amount, or any other Tenant Charge, respecting any period of time, prior to the expiration of the applicable Tax Year or Computation Year, as the case may be, Landlord shall have the right, but not the obligation, prior to the end of the applicable Tax Year or Computation Year, as the case may be, to furnish a Statement showing the actual (or Landlord’s reasonable estimate of) Tenant’s Tax Amount, Tenant’s Cam Amount, Tenant’s Utility Amount, or other Tenant Charge for the applicable period. If the total amount paid by Tenant on account of the applicable Tenant Charge is less than the amount shown on such Statement, Tenant shall pay the amount of such deficiency to Landlord within twenty (20) days after Landlord shall furnish the Statement to Tenant (or, if sooner, simultaneously with the Closing under the Purchase Agreement). If the total amount paid by Tenant exceeds the amount shown on such Statement, then provided Tenant is not in default under this Lease, Landlord shall pay the amount of such excess to Tenant simultaneously with the delivery of such Statement to Tenant. This provision shall survive the expiration or termination of this Lease.

3.01     Subject to and in accordance with the provisions of this Lease, Tenant shall use the Leased Property for the operation of a first-class, full service catering facility for on-premises events.   Tenant agrees not to permit or suffer the use of the Leased Property for any other business or purpose.  

3.02     Tenant, recognizing that the Facility has been developed and is maintained as a first-class hotel and restaurant complex and as an additional inducement to Landlord to enter into this Lease, covenants and agrees that at all times during the Term, the business to be conducted in the Premises, including, but not limited to, the (i) amenities, services, staffing, appearance and deportment of personnel, sales methods and advertising, and (ii) quality and presentation of food and beverages, menu, décor, style of furnishing, lighting and other appurtenances, and (iii) quality, condition, and utility of the equipment, and machinery used in connection therewith, will be in conformity with customary standards of practice among comparable facilities in Essex County, New Jersey and shall conform in all respects to the reasonable standards of the Facility consistent with the foregoing as communicated by Landlord to Tenant from time to time during the Term and all applicable Legal Requirements (collectively, the “ Operating Standard ”); it being understood and agreed that (i) the parties contemplate that the Operating Standard as applicable to the standards and quality of food and service for catering services are in all events intended to equal or exceed those of the catering services operating in the vicinity of the Facility known as Ridgefield Regency Caterers (of Bloomfield Avenue, Verona, NJ), Mayfair Farms Caterers (of Eagle Rock Avenue, West Orange, NJ), and Main Event Caterers (of Englewood, NJ ) (the “ Approved Off-Premises Caterers ”), and (ii) the use of any caterer at the Premises other than the Approved Off-Premises Caterers shall require the prior written consent of Landlord in each instance (not to be unreasonably withheld or delayed provided such other caterer meets the Operating Standard). Tenant agrees that its failure to operate the Leased Property in accordance with the Operating Standard shall be a material default under this Lease. In no event may Tenant use or permit the use of the Premises for a cabaret, discothèque or bar or for any obscene or pornographic purposes or any nude or semi-nude performances and Tenant will not bring or permit any obscene or pornographic material on the Premises. For purposes hereof “pornographic” is defined as any object, writing or other material or any activity with prurient appeal or that is concerned with lewd or prurient sexual activity; and “obscene” is defined as it is in N.J.S. Section 2C:34-2 and 34-3.

3.03     Neither Tenant nor any Affiliate of Tenant shall or shall have any right to, without Landlord’s prior written consent in Landlord’s sole discretion, use the name “Wilshire” or any derivation thereof (either alone or in combination with any other words) to identify Tenant’s business or operations, whether at the Premises or otherwise, Landlord shall (except as may be otherwise specifically provided in the Purchase Agreement) have and retain all property rights in and the right to use the name “Wilshire” and “Wilshire Grand Hotel” and any other name of the Facility and Landlord shall have the absolute right to change the name of the Facility at any time and from time to time, upon reasonable prior notice to Tenant. Tenant shall have no property right to any such name whether or not same becomes associated with Tenant’s business at the Facility. For purposes of this Lease, an “ Affiliate ” of Tenant means any entity that directly or indirectly controls, is controlled by, or is under common control with Tenant and “ control ” shall mean possession of the power to direct or cause the direction of the policies and management of Tenant, whether by ownership of voting securities, contract or otherwise.

3.04     Landlord makes no representation that Tenant may lawfully use the Premises for any purpose, including without limitation the use permitted hereunder, and Tenant specifically acknowledges that no certificate of occupancy or any other certificate, permit or approval has been issued with respect to the Premises. Tenant agrees to make prompt, complete and full application to the applicable governmental authority for a permanent unconditional certificate of occupancy for the Premises approving the use thereof as a catering facility and Tenant shall, at Tenant’s sole cost and expense (except as otherwise expressly provided in Article 4 of this Lease), diligently and expeditiously prosecute such application, including, but not limited to, by performing all work, making all alterations and taking all other action as may be required in order to obtain such certificate of occupancy. Upon receipt of such certificate of occupancy, Tenant shall maintain same in full force and effect during the Term.

3.05     Tenant shall not at any time use or occupy the Leased Property or the Facility, or suffer or permit anyone to use or occupy the Leased Property, which in any manner (i) violates any certificate of occupancy (including any temporary certificate of occupancy) issued with respect to the Premises or any applicable certificate of occupancy (including any temporary certificate of occupancy) issued with respect to the Facility; (ii) causes or is liable to cause injury to the Leased Property or the Facility or any equipment, facilities or systems therein; (iii) constitutes a violation of any Legal Requirements or the requirements of insurance bodies; (iv) impairs or tends to impair the proper and economic maintenance, operation and repair of the Facility and/or its equipment, facilities or systems; (v) repeatedly or habitually annoys or inconveniences other tenants or occupants of the Facility; (vi) constitutes a nuisance, public or private; (vii) makes unobtainable from reputable insurance companies authorized to do business in the State of New Jersey any fire insurance with extended coverage, or liability, elevator, boiler or other insurance at standard rates required to be furnished by Landlord under the terms of any mortgages covering the Facility; or (viii) discharges objectionable fumes, vapors or odors into the Facility’s flues or vents or otherwise.

3.06     Tenant, at its sole cost and expense, shall (i) procure, comply with and thereafter maintain all necessary licenses, permits, certificates and other permissions required from time to time by any governmental authority having jurisdiction over the Facility and the Leased Property, for the proper and lawful operation of Tenant’s business in the Premises and the use thereof or which from time to time may become or are necessary with respect to any alteration, repair or improvement of the Leased Property, (ii) submit copies of all such licenses, permits and certificates to Landlord, for its inspection upon request and in all events prior to Tenant opening the Premises for the conduct of business, and (iii) submit copies of new or renewal licenses, permits and certificates, expiring during the term of this Lease at least twenty (20) days before such expiration. Tenant shall, at its sole cost and expense, but utilizing Landlord’s designated contractor, maintain all fire detection and fighting equipment and all appurtenances thereto which have been or are hereafter installed in the Leased Property. If any governmental authority having jurisdiction over the Facility and the Leased Property shall require additional fire fighting or detection equipment, Tenant agrees to install and (utilizing Landlord’s contractor, as aforesaid) maintain such equipment at its sole cost and expense.

3.07     Tenant further covenants and agrees that Tenant will, at Tenant’s sole cost and expense:

(i)     clean the interior and exterior of the windows and doors (including, in each case, the frames therefor) in the Premises and in the perimeter walls thereof whenever in the judgment of Landlord necessary but in no event less frequently than on a quarterly basis;

(ii)     keep the Leased Property clean, and in a neat, sanitary condition; keep the duct work to the main vertical risers clean in a manner and under conditions satisfactory to Landlord; keep all plumbing in the Leased Property and sanitary systems and installations serving the Leased Property in a good state of repair and operating condition to the points they connect with the main vertical risers and stacks of the Facility;

(iii)     as soon as practicable and in any event within five (5) days after any glass (including mirrors) in the Leased Property and the perimeter and demising walls thereof is broken or cracked, including a so-called “bulls eye” break in the glass, replace such glass with matching glass of similar kind and quality and as may be necessary or desirable in connection with such replacement, repair or replace the frames for such glass, and in the event Tenant shall fail to so replace such glass and if necessary repair or replace such frames as aforesaid in a manner satisfactory to Landlord, then Landlord, upon ten (10) days notice to Tenant, may replace the glass, if necessary, and repair or replace such frames on Tenant’s behalf and Tenant shall, within ten (10) days after Landlord’s demand therefor, pay to Landlord as Additional Rent the reasonable costs incurred by Landlord in so doing. Throughout the Term, Tenant shall keep all glass in the Leased Property and in the perimeter and demising walls thereof, the frames for such glass, and any lettering and ornamentation on such glass insured against damage (including temporary repairs) for the benefit of Tenant, Landlord, Landlord’s managing agent and any Superior Mortgagee or Superior Lessor (as such terms are hereinafter defined) whose name is furnished to Tenant by Landlord, furnishing Landlord with a separate policy or policies for such glass insurance, in such form and placed with such carriers as are required pursuant to the provisions of Article 12 of this Lease;

(iv)     keep the Leased Property free from rats, mice, insects and other vermin and, maintain a contract with a competent rodent, roach, insect or vermin exterminating company providing extermination services not less frequently than monthly;

(v)     contract for the removal of rubbish and refuse from the Leased Property with a contractor who is reasonably satisfactory to Landlord and bag and remove all rubbish and other debris from the Leased Property daily during hours and through areas designated by Landlord under conditions approved by Landlord;

(vi)     install any necessary grease traps and other apparatus and keep same clean and maintained in good order and repair for the purpose of preventing any stoppage or interference with the general plumbing or sewerage system of the Facility emanating from the Leased Property and promptly remove and/or repair any stoppage or interference with such plumbing or sewerage system; and

(vii)     maintain a fire suppression system in compliance with applicable Legal Requirements in good working condition.

3.08     Tenant shall not (i) permit or allow the sale or offering for sale of food or beverages from the Leased Property for off-premises consumption, (ii) distribute, anywhere in the vicinity of the Facility, circulars, flyers or any other type of printed advertisement or announcements, (iii) or keep or permit to be kept any animals (except seeing-eye dogs) in or about the Facility.

3.09     (a)     Promptly following the Commencement Date Tenant shall establish an office at a location in the Premises to be approved by Landlord (the area of which shall not exceed 900 square feet) and shall arrange for such staffing utilizing Tenant’s own personnel, office machinery, supplies and telephone service (including a telephone number separate from Landlord’s telephone number at the Facility) as may be required for the proper operation of the business to be conducted in the Premises in accordance with the Operating Standard, including but not limited to, receiving and accepting reservations for catering and other events to be held at the Premises (“ Reservations ”). Landlord agrees to transfer telephone calls for Tenant received at Landlord’s switchboard, to Tenant’s office telephone line and Tenant agrees to pay the incremental labor cost incurred by Landlord in connection therewith. Tenant shall maintain a written schedule of rates and charges for events to be held in the Premises which rates and charges shall be commercially reasonable and shall be subject to Landlord’s prior written approval (which approval shall not be unreasonably withheld or delayed). Tenant shall furnish such scheduled rates and charges to Landlord upon request from time to time; and such rates approved by Landlord shall be utilized by Tenant for all events at the Premises (unless Landlord otherwise shall specifically agree in writing). Prior to accepting any Reservation, Tenant shall submit to Landlord, for Landlord’s approval, the name and address of the party making the Reservation (the “ Reserving Party ”), the date and time of the proposed Reservation, a brief description of the event, a reasonable estimate of the charges and such other information as Landlord shall reasonably request. Landlord shall not unreasonably withhold its consent to any Reservation submitted by Tenant, provided that Landlord may reject any Reservation if Landlord has received a Reservation for the same date and during hours that conflict with the Reservation submitted by Tenant. Subject to the foregoing, Tenant agrees to accept Reservations for events requiring an off-premises caterer to provide food and beverages, including, without limitation, events at which only kosher food and beverages may be served (“ Special Reservations ”); and in respect of such Special Reservations Tenant shall (at reasonable prices approved by Landlord) provide the room, set up, kitchen use (if the kitchen is then operational) (including, but not limited to, by making the kitchen available for inspection and cleaning, prior to the date of the Special Reservation) and similar services customarily supplied in such circumstances. Any off-premises caterer supplying food and/or beverages to the Premises shall be subject to Landlord’s approval (except for an Approved Off-Premises Caterer) and Tenant shall permit any off-premises caterer approved by Landlord to use the Leased Property in connection with any Special Reservation. If Tenant receives a request for any Special Reservation which is approved by Landlord in accordance with the provisions of this Section 3.09 , Tenant will provide all reasonable cooperation in connection with any such Special Reservation. Notwithstanding any provision of this Section 3.09 to the contrary, Tenant agrees to honor, for its account, (i) all Reservations accepted by Landlord prior to the date hereof and any deposits made therefor, including, but not limited to the Reservations on the dates set forth on Exhibit C annexed hereto, and (ii) any Reservation made by Landlord after the date hereof provided same does not conflict with a Reservation previously approved by Landlord in accordance with the provisions of this Section 3.09. Tenant shall keep records and books of account in which full, true and correct entries in all material respects will be made of dealings and transaction in relation to the business and affairs of Tenant. Subject to the provisions of this Section 3.09(a), Tenant shall not enter into, accept, amend, revise, cancel or terminate any Reservation without the prior consent of Landlord (not to be unreasonably withheld or delayed). It is understood that Landlord makes no representation, warranty or guaranty concerning the Reservations set forth on Exhibit C , and Landlord shall have no liability or obligation to Tenant, nor shall Tenant have any rights or remedies as against Landlord or this Lease, if any party to any of the Reservations set forth on Exhibit C shall fail to honor its obligations in connection with any such Reservations, or otherwise shall default in connection therewith or cause any damage to Tenant in connection therewith.

3.10     Tenant agrees that (i) all service of alcoholic beverages at the Premises by or for Tenant shall be in accordance with all requirements of law, and through the services of duly licensed off-premises caterers, (ii) anything in this Lease to the contrary notwithstanding, in no event shall Landlord be obligated to provide any service of alcoholic beverages at the Premises, (iii) notwithstanding the existence (on the date hereof or in the future) of any Reservations or agreements with an off-premises caterer to provide alcoholic beverage service at the Premises, (A) Tenant shall not permit such caterer to provide such service if it shall be unlawful for such caterer to provide such service (whether by reason of Landlord having a liquor license or otherwise), (B) if such service by such off-premises caterer shall not be lawful, Tenant shall be responsible, at Tenant’s cost and expense, for amending such Reservations or agreements with such off-premises caterer so that such off-premises caterer shall not provide such service, and (C) Landlord shall have no liability or obligation to Tenant in connection therewith, nor shall Tenant have any rights or remedies against Landlord or this Lease. Tenant acknowledges that Landlord shall have the right, at any time, and at Landlord’s sole option, to deactivate and/or “pocket” the liquor license applicable to the catering premises at the Facility and to take all steps and actions reasonably deemed appropriate by Landlord in connection therewith.  

3.11     Throughout the Term, Tenant agrees to conduct continuously in the entire Premises the business set forth in this Article 3 and shall remain open for business (which shall include, without limitation, having on site an employee of Tenant for the purpose of discussing Reservations with potential customers, booking Reservations, and addressing issues concerning existing Reservations, between the hours of 10:00 a.m. and 7:00 p.m. on every Tuesday through Sunday).

3.12     Tenant acknowledges that Tenant is not being granted any exclusive right with respect to the use permitted by this Lease and that Landlord may permit other portions of the Facility to be used for the same or similar purposes, including but not limited to the restaurant currently operating in the Facility adjacent to the Premises.

3.13     Tenant shall provide, at Tenant’s sole cost and expense, security personnel and security services for functions in the Premises as Landlord may request from time to time.

3.14     Tenant acknowledges that Landlord’s damages resulting from any breach of the provisions of this Article are difficult, if not impossible to ascertain and agrees that, among other remedies for such breach permitted by law or the provisions of this Lease, Landlord shall be entitled to enjoin Tenant from any violation of said provisions.

4.01     Tenant hereby covenants and agrees to perform and complete the following work in and to the Leased Property in a good and workerlike manner and in accordance with the Operating Standard, at Tenant’s sole cost and expense except as otherwise provided in this Article 4 and subject to the terms and conditions of this Lease (the “ Tenant Improvements ”):

(a)     Repair portion of the roof over the kitchen in the Premises and other portions of the Facility roof as Landlord from time to time shall designate in writing to Tenant;

(b)     Installation of new kitchen facility in the Premises;

(c)      Pave, repave, apply blacktop to and otherwise finish such portions of the Parking Area as Landlord from time to time shall designate in writing to Tenant;

(d)     Repair and repaint rear wall on first floor of the Premises; and

(e)     Work from time to time designated by Landlord which is required so that the Premises or any other portion of the Facility designated by Landlord can be lawfully occupied and business operated thereat, or otherwise to cure any violations affecting any portion thereof.

The Tenant Improvements shall be performed in such order and with such priority as Landlord shall approve from time to time and in accordance with the provisions of this Lease, including, but not limited to, Article 6 hereof. Subject to the provisions of Article 6 hereof, Tenant shall in good faith, diligently and expeditiously commence and prosecute the Tenant Improvements and complete same as soon as reasonably practicable following the Commencement Date and in no event later than ten (10) days following the Commencement Date.

4.02     Tenant has deposited the sum of One Million ($1,000,000.00) Dollars representing the Fund, to the Fund Account, as such capitalized terms are defined in and in accordance with the provisions of the Purchase Agreement. Landlord and Tenant agree that the Fund shall be used for only the following purposes:

(a)     Subject to the provisions of this Section 4.02 , up to an aggregate of $25,000 per month, on a non-cumulative basis (the “ Monthly Expense Cap ”) may be used to reimburse Tenant for only the following expenses of operating the Leased Property (collectively, “ Reimbursable Expenses ”): (i) Taxes, (ii) utilities, (iii) maintenance and repairs that are approved by Landlord, and (iv) insurance, provided that no contractor, subcontractor or supplier providing such maintenance, repairs or insurance shall be an Affiliate of Tenant and the charges for same shall not exceed prevailing charges for comparable insurance, maintenance and repairs in Essex County, New Jersey. Tenant shall request reimbursement for Reimbursable Expenses by submitting to Landlord paid invoices for any items included in Reimbursable Expenses for each month during the Term for Landlord’s approval, together with such reasonable substantiation therefore as Landlord may require. Provided this Lease is in full force and effect and Tenant is not in default under any provision hereof, upon Landlord’s approval of such invoices and substantiation, Landlord shall pay the amount thereof to Tenant from the Fund to the extent the balance remaining therein, as the Fund is disbursed and applied pursuant to the provisions of this Article 4 from time to time (the “ Fund Balance ”), shall be sufficient for such purpose; provided, however, that Landlord shall not be required to make a disbursement to Tenant for Reimbursable Expenses more than once per month and the aggregate amount so reimbursed during each month of the Term shall not exceed the Monthly Expense Cap. Tenant shall be responsible to pay, without reimbursement of any kind, all operating expenses of the Leased Property, that are not Reimbursable Expenses and Reimbursable Expenses that exceed the lesser of the (i) Monthly Expense Cap in any month during the Term, or (ii) Fund Balance.

(b)     The Fund Balance, if any, may be applied to the Capital Costs (as hereinafter defined) of the Tenant Improvements, provided that as of the date on which Landlord is required to make a disbursement pursuant to this Section 4.02(b) this Lease is in full force and effect and Tenant shall not be in default under this Lease in respect of any monetary obligation of Tenant (without regard to any notice or cure period) or in default under beyond any applicable notice and cure period in respect of any other obligation of Tenant under any provision hereof. Tenant shall pay all costs of the Tenant Improvements in excess of the Fund Balance. For purposes of this Article 4 “ Capital Costs ” shall mean only those costs related to the Tenant Improvements that are required to be capitalized in accordance with generally accepted accounting principles consistently applied. Tenant shall not be entitled to receive any portion of the Fund Balance not actually expended by Tenant for Capital Costs prior to the Expiration Date or earlier termination of this Lease, nor shall Tenant have any right to apply any unexpended portion of the Fund Balance as a credit against Reimbursable Expenses in excess of the Monthly Expense Cap or any other obligation of Tenant hereunder. Landlord shall pay amounts on account of the Capital Costs of the Tenant Improvements from the Fund Balance following the final completion of each item included in the Tenant Improvements and submission by Tenant to Landlord of a written requisition, signed by Tenant and accompanied by (i) copies of paid invoices covering such Tenant Improvements, (ii) a written certification from Tenant’s architect or general contractor stating that (A) the Tenant Improvements described on such invoices have been completed in accordance with the plans and specifications approved by Landlord, (B) such work has been paid in full by Tenant, and (C) all contractors, subcontractors and materialmen have delivered to Tenant waivers of lien with respect to such work (copies of which shall be included with such architect’s certification), (iii) proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by the applicable governmental authorities with respect thereto, and (iv) such other documents and information as Landlord may reasonably request. The right to receive Landlord’s Contribution is for the exclusive benefit of Tenant, and in no event shall such right be assigned to or be enforceable by or for the benefit of any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or otherwise.

4.03     Any portion of the Fund Balance not actually expended prior to the Expiration Date or earlier termination of this Lease shall be paid in accordance with the applicable provisions of Article 4 of the Purchase Agreement.

5.01     Except as may be otherwise specifically provided in this Lease, Landlord shall not supply to the Leased Property or be responsible for the supply to the Leased Property of any utilities or services whatsoever, including, without limitation, heat, air conditioning, water, ventilation, gas, steam, waste disposal, electricity or cleaning. Tenant shall utilize all services or utilities required by Tenant (i) in compliance with (a) all Legal Requirements, (b) all rules and regulations of Landlord and any public utility or other company furnishing such service or utility, and (c) the provisions of this Lease, including, without limitation, Article 6 hereof, and (ii) so as not to exceed the operating specifications or operating parameters of any building service or equipment at the Facility.

5.02     Tenant’s use of electric current in the Leased Property shall not at any time exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Leased Property. Tenant shall not make or perform or permit the making or performing of any alterations to wiring installations or other electrical facilities in or serving the Leased Property without the prior written consent of Landlord in each instance. Should Landlord grant any such consent, any additional risers, feeders, or other equipment proper or necessary to supply Tenant’s electrical requirements, will be installed by Tenant, at Tenant’s expense (or, at Landlord’s option, same will be installed by Landlord, at the sole cost and expense of Tenant), if, in Landlord’s sole judgment, the same are necessary and will not cause permanent damage or injury to the Facility or the Leased Property, or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations, repairs or expense or materially or unreasonably interfere with or disturb other tenants or occupants..

5.03     Anything in this Lease to the contrary notwithstanding, Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electric energy, steam, gas, water, heating, venting and/or air conditioning or other utilities, if any, furnished to the Leased Property by reason of any requirement, act or omission of the public utility serving the Facility with electricity, steam, gas, water, or other utilities, if any, or for any other reason not attributable to the gross negligence or willful misconduct of Landlord. Interruption or curtailment of such services shall not constitute a constructive eviction nor entitle Landlord to any compensation.

5.04     Landlord reserves the right without liability to Tenant and without constituting any claim of constructive eviction, to stop or interrupt any heating, lighting, heating ventilating, air conditioning, gas, steam, power, water, waste disposal, electricity, labor or other service to make repairs or improvements reasonably deemed necessary or appropriate by Landlord or by reason of fire, casualty or accident, strike, labor dispute, failure of sources of supply, act of God, riot or civil disturbance, law, order, rule or regulation of any government authority or by reaso