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HomeMy WebLinkAboutFHV, LLCFHV, LLC Ri~CEJVED JAN 2 3 2002 P.O. Box 1295 Cutchogue, NY 11935 631-734-6429 To All Tenants: January 22, 2002 · Village Dear Tenant: The following is a reminder that any signs that you might want to install must be approved in writing from FHV, LLC management before installation. This inclndes, but is not limited to, design, size, colors, text AND location. Reminder: Garbage Dumpsters *Are to used exclusively for trash generated by your business, and is not to be used for personal, household debris. *It is not necessary to use yellow bags *Cardboard goes in the cardboard container, and all other garbage goes in the other. The dumpsters are mechanically loaded and it is necessary for the men to physically climb into the rear of the track in order for them to separate it, In the rare event that a container is full, please wait until the following days pickup. If it ever becomes necessary, we can always increase the garbage pickups or the container size. Anyone not adhering to this will be asked to provide their own container at their expense. If you have any questions, please contact me. Thank you. Sh~cerely, Gerard Stankewicz, Managing Agent PRODUCER CERTIFICATE OF LIABILITY INSURANCE 13400 NLAIN ROAD MATTI TUCK N.Y. 11952 TOWN OF SOUTHOLD 53095 ROUTE 25 P.O. BOX 1179 SOUTHOLD NY 11971-0956 DATE (MM DD YY) THIS CERTIFICATE IS ISSUED AS A MA'II'ER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. AMERICAN PROTECTION INS COMP COMPANY D 3QXl19562-02 1/01/02 NON-OWNED AUTOS OTHER !/01/03 eEN~ ^GGREG^T~ · 000 si, 000,000 D00,0O0 300 $ 10,000 COMB[NED SINGLE LIMIT $ BODILY INJURY I TORY LIMITS IER CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED FHV, LLC ~ P.O. BOX 12951 CUTCI{OGUE NY 11935 33 A AGREEMENT OF LEASE made this IsT day of August, 2001, by and between FHV, L.L.C., having the address at P.O. Box 1295. Cutchogue, NY 11935 hereinafter referred to as "Owner" or "LanG~ord" and TOWN OF SOUTHOLD having an address at 53095 Route 25, P.O. Box 1t79 Southold, NY 11971-0959 hereinafter referred to as "Tenant". .WITNESSETH: ARTICLE I - PREMISES SECTION 1.01 - Leased Premises In consideration of the rents, covenants and agreements hereinafter set forth. Owner hereby leases to Tenant. and Tenant rents from Owner, those certain premises known as Building #10 at Feather Hill Village, Main Street. Southold. NY 11971. which premises consists of a store containing a gross leasable area of approximately 1850 square feet ( as per Plan annexed as Exhibit "A"), herein collectively called "Leased Premises". The above grant is subject to all zoning and building regulations, local, state, municipal and federal regulations and any amendments thereto, affecting the premises now or hereafter in force; to any state of facts an accurate survey may disclose; to covenants. easements, agreements and restrictions of record, if any, provided same do not prohibit the maintenance of the structures and to any state of facts a personal inspection of the premises might reveal. IT IS MUTUALLY COVENANTED AND AGREED by and between the Landlord and Tenant that this lease is made upon the foregoing and upon the following terms, covenants and conditions, and Landlord and Tenant hereby mutually covenant and agree to perform each and every one of the terms, covenants and conditions of this lease and of all schedules and riders hereto annexed on their respective parts. SECTION 1.02 - Use of Additional Areas Tenant and others claiming by or under Tenant shall have the right, in common with the Landlord and all others to whom Landlord may from time to time grant rights, to use the common areas for their intended purposes, subject to such uniform and reasonable rules and regulations as Landlord may from time to time impose, including the designation of specific areas in which cars owned by Tenant. its concessionaires and employees must be parked. Tenant agrees, after notice thereof, to abide by such rules and regulations, and to rec u~re its concessionaires, officers, employees, agents and invitees to conform thereto. Tenant shall, upon request, furnish to Landlord the make, model and license plate number of cars and/or other vehicles operated by Tenant and its concessionaires, officers, employees and agents. No diminution of such areas shall entitle any Tenant to any rent abatement or reduction, nor shall same be deemed to be a constructive or actual eviction. SECTION 1.03 The use and occupation by Tenant of the leased premises shall include the ngnt to use, in common with others, the parking and common areas, as may be designated from time to time by Landlord and to reasonable rules and reguIations thereof as prescribed by Landlord, Such additional areas are specifically not included in the leased premises and are the under the sole control of the Landlord. said control including the right to lease or license such areas or any part thei'eof. No diminution of such areas shatl entitle any Tenant tO any' rent abaterhent,or redaction, n~)r shall same be deemed to be a constructive or actual eviction. Notwithstanding anything contained herein to the contrary, Tenant agrees that it shall not. at any time, use or permit to be used the sidewalk adjacent to the parking and common areas, or any other space outside the leased premises, for display, storage, sale or any other similar undertaking. ARTICLE II - TERM SECTION 2.01 - Term of Lease The term of this Lease shall be for five (5) lease years, commencing on November 1 2001 and ending on October 31. 2006. After the completion of three (3) years of the lease and with a one (1) year advance written notice, tenant may terminate the lease. SECTION 2.02 - Lease Year Defined The term "lease year" as used herein shall mean a period of twelve (12) consecutive full calendar months. The first ease year shall begin on the date of the commencement of the term hereof SECTION 2.03 - Possession Tenant agrees to take possession of the subject premises in its present "as is" condition, it being understood that Landlord sha not make any repairs er do any construction to the subjected premises. The Tenant represents warrants and declares that it has been afforded the opportunity to make exterior and interior inspection of the premises which are the subject of this Lease. that it has either made such inspection of the said premises, or has caused such inspection of the said premises to be made, and the Tenant distinctly understands that the premises are being leased in their present condition and state of repair, and Tenant agrees that at the time of closing Tenant will accept the premises in their present condition and state of repair. ARTICLE tll - RENT !SECTION :3.01 ~ ~inimum Base Rent Tenant ag tees to pay to the Landlord at the Landlord's office set forth above, or at such other place as Landlord may from time to time designate, without any prior demand therefor and without any set off or deduction whatsoever, fixed minimum rent at the following annual and monthly rates: *:PERIOD Year 1 11/01/01 - 10/31/02 Year 2 11/01/02 - 10/31/03 Year 3 11/01/03 - 10/31/04 Year 4 11/01104 - 10/31/05 Year 5 11/01/05 - 10/31/06 ANNUAL RENT $31,200.00 $33.072.00 $35.056.32 $37,159.68 $39.389.28 MONTHLY RENT $2.600.00 $2,756.00 $2.921.36 $3,096.64 $3.282.44 SECTION 3.02 - Monthly Installment The sum set forth above is for monthly base rent, which, plus any and all additional rent as del: qed in the lease, shall be due and payable on the first day of each month during the term of the lease. The first months rent is due at the signing of the lease. SECTION 3.03 - Bad Check Charqe If rent is paid by check, same will be subject to collection If any check is not honored for payment, for whatever reason. Tenant agrees to immediately pay an amount equal to the amount of said check by certified bank check or money order, together with the sum of TVVENTY-FIVE ($25.00) Dollars to defray Landlord's expenses as a result of the dishonored check. If any further checks of Tenant shall not be honored for payment. then the charge for each of such checks shall be FIFTY ($50.00) Dollars. and all future payments on account of rent shall be made by certified check, money order or teller issued check. SECTION 3.04 ~ Late Rent Charge If rent is not received on or before the FIFTH ¢,5'") day of any given month, Landlord may charge a late charge of Ten (10%) percent of the rent due. These charges shall'be considered additional rent and shall be collectible asof the month incurred with the same remedies as available in the event of non-payment of rent. The stated charges are to be considered minimum charges and Landlord has the right to raise them evenly for all Tenants in the Shopping Center. The provisions of this paragraph shall in no way limit .Landlord's remedies and rights in the event of non-payment of rent. If this lease starts on a day other than the first of the month, then Landlord has the right,to apportion any given month's rent So, as to 'place Tenant on a first-of-the-month basis. ,SECTION 3.05 - Partial Payment No payj~ent by Tenant .,.o,.r receipt by Landlord of an amount less than the fu 1 month y rent then due including additional rent shall be considered to be other than om · account of the ~grff~ed' rent, nor'shall any endorsement or other written matier oh any check or in any tette('~c~0rnpe~rt,Cng..$~ch payment of rent affect the terms of this .lease or be consider-ed a~ rejease of Tenants ol~l gatons and Land c~rd may accept such payment without prejudice of any of its ~ghts. SECTION 3.06 - Ac~oEeaate Rent Notwbhstanding anything contained in this lease to the contrary, the total rent for the entire ibedod covered by this lease is payable at the time of the signing of this lease. The provisions contained for the payment of the rent in installments are for the convenience of Tenant only and in the default of payment of the rent in installments or in the event of any other breach of this lease, then the rent for the whole or any part of the period then remaining unpaid shall at the option of Landlord. at once become due and payable without any notice or demand. SECTION 3.06(i) ~ Default of Rent In the event Tenants shall default in the payment of any rent or additional rent as above provided, and such default shall continue for ten (10) days after written notice from Landlord or its agent and not be made good within said ten (10) day pedod, then and ~n such event, Landlord may, at its election, and in addition to any other remedy herein afforded, declare this term au an end and accelerate the rent due for the entire Lease period. In such event, the balance of the minimum rent reserved from the date of such default until the last day of the Lease period, shall thereupon be forthwith due and payable. Failure by Landlord to relet the premises shall not be deemed an offset or defense to recovery of the aforesaid minimum rent due for the balance of the term accelerated by reason of Tenant's default above mentioned. Landlord shall be required to give the Tenant notice of the provisions contained herein SECTION 3.07 - Option to Renew Notwithstanding any other prowsion contained herein to the contrary, Landlord does not grant to Tenant, nor is Tenant entitled to any option to renew this lease beyond the terms and period contained herein as per ARTICLE I "TERM". However. Landlord reserves the right to grant new lease or renew said lease provided Tenant is not in default under the terms and conditions of this lease, and Tenant gives notice to Landlord at least six (6) months prior tothe expiration date of the lease, but no more than nine (9) months from the date of the expiration of this lease, time being of the essence, of'its desire to renew. Landlord. in its soIe discretion, shall tender a new lease or renewal of existing lease under terms and conditions, including those contained in ARTICLE III "RENT" herein. to be agreed upon by the parties. In no event shall Landlord be required to consider any application to renew at a rent, which, in the Landlord'sopinion, is less than the market value of [he demised premiseS for the additional period requested. ARTICLE IV - CONSTRUCTION :SECTION 4.01 - Parkinq Facilities Owner or owner's designee or designees shall maintain at the Center footways and parking facilities as required by applicable zoning ordinances and building codes. SECTION 4.02 - Changes and Additions to Buildin,q Owner reserves the right to make alterations or additions to the building in which the Leased premises are contained and to construct other buildings or improvements in ~the Center of which the 'Leased Premises are a part. Owner agrees to use its best efforts not to disturb Tenant's operation. SECTION 4.03 - Heatinq Systems The leased premises are equipped with heating and air conditioning facilities separate from those in the remainder of the Center. Same shall be in good operating condition at the commencement of this Lease. Thereafter. Tenant shall maintain said heating and air conditioning systems and the annual maintenance contract for each system at its sole cost and expense and shall keep the leased premises at a temperature sufficient to prevent freezing of water pipes, fixtures and sprinkler lines. All maintenance contracts shall be with companies as provided by Landlord from preferred vendor list or of equal qualifications, subject to the consent of Landlord. Landlord shall be provided with a copy of any and all maintenance contracts which shall be kept in full force and effect during the entire term of this lease and any renewals thereof. SECTION 4.04 - Construction and Alterations by Tenant Tenant shall have the right at any time, and from time to time during the term of this Lease. to make. at its sole cost and expense, interior partition changes, alterations, improvements, and decorations to the demised premises, subject, however, in all cases, to the following: construction and/or alterations must conform to all municipal regulations (building department permits and Certificate of Occupancy shall be obtained by Tenant and copies forwarded to Landlord). a) No change or alterations shall be undertaken without wdtten consent of Landlord upon twenty (20) days prior notice to the Landlord. However. no such notice shall be necessary for decorating purposes. b) Copies of all plans shall be Submitted to the Landlord twenty (20) days pdor to the commencement of the work and at the time of said notice as set forth in (.a) above~ c) Any change or alteration, when completed must be of such a character as not to reduce the value of the demised premises or lower its value immediately before such change or alteration The title to ail such alterations or ~mprovements. including installation of light fixtures, ceiling tiles, electric outlets, etc., placed on the demised premises by Tenant shall immediately vest in and belong to the Landlord as its sole and absolute property. d) Tenant agrees to take no action which would violate Landlord's union contracts, if any, affecting the Center. nor create any work stoppage, picketing, labor disruption or dispute, or any interference with the business of the Landlord or any tenant or occupant in the Center or with the rights and privileges of any customer or other person(s) lav~fu ly in and upon said Center. not cause any impairment or reduction of the good will of the Center. Prior to the commencement of any work above noted. Tenant will obtain any and all permits, and within sixty (60) days of completion thereof Tenant shall provide Landlord with Certificates of Occupancy at the premises covering all work performed and completed pursuant to the approved permit(s). g) Notwithstanding any other insurance po]icies required pursuant to this lease under Article X herein. Landlord. in his sole and absolute discretion retains the right to require Tenant to obtain and furnish to Landlord a completion and/or performance bond with respect to and covenng any and all construction, alterations, and/or any work anticipated or contemplated under this section, pursuant to the terms of this section and the corresponding terms and conditions of this lease in its entirety. ARTICLE V - SECURITY SECTION 5.01 - Security Deposit - DELETED SECTION 5.02 - Use and Return of Deposit - DELETED SECTION 5.03 - Transfer of Deposit - DELETED ARTICLE VI - USE OF PREMISES ,~SECTION 6~01 - useof Premises The Tenant shall use the Leased Premises solely for the purpose of general office space and related purposes, and for no other purpose. SECTION 6.02 - Staff and Stock - DELETED :SECTION 6.03 - Storaae and Office Space - DELETED SECTION 6.04 -,Special Sales - DELETED SECTION 6.05 - Laws~and Ordinances During the term thereof. Tenant shall, at Tenant's own cost and expense. promptly observe and comply with all present and future laws. rules, requirements. recommendations, ord~er, directions, ordinances and regulations of the United States of America or of tt'ie state, county or city governments, or of any other municipal, governmental or lawful authority or agency whatsoever affecting the demised premises or ,appurtenances ~- any part thereof and of any and all of its or their departments, bureaus or officials. Tenant shall also comply with the Board of Fire Underwriters of the city in which the demised premises are sitL~ated and/or any other body exercising similar functions, and .all'insurance con}parties writir~g policies covering the demised premises, or any part thereof. Tenants obhgat~ons here~n, shall apply whether such aws. rules, requirements. recommendations, orders, directions~ ordinances or regulations relate to structural alterations, changes, additions, impro~/ements or repairs, inside or outside, extraordinary or ordinary, or oi~erwise,' ' to or in and about the demised premises, or any building thereor~, or to the vaults,,, ~assageways, franchises or privileges appurtenant thereto or c~)nnected with the enj0ym~ht thereof, or to changes or requirements incident to or as a resu t of any use or occupa!~on thereof, or otherwse and whether the same are n force at the commencement ~of the term hereof or at any time in the future may be passed, enacted or directed. '~enant s~hall pay all costs, expenses, claims, losses, damages, fines and penalties, it~clu~ing reasonable counsel fees. that may in any manner arise out of or be irhposed because of the failure of Tenant to comply with these covenants. SECTION 6~06 - Restricted Sales - DELETED SECTION 6.07 - No Ille,qal Business Tenant shall not occupy or use. permit or suffer the demised premises or any part thereof to be occupied or used for any unlawfut or illegaI business, use or purpose, nor for any business use or purpose deemed by the Landlord in its opinion to be disreputable or hazardous, nor in such a manner as to constitute a nuisance of any kind. nor for any purpose or in any way which constitutes a violation of any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America. or of the state, county or city government, or other munic~ :)al, governmental or unlawful authority whatsoever. Tenant shall immediately, upon the discovery of any such unlawful, illegal, disreputable or hazardous use, take all necessary steps, legal and equitable, to compel the discontinuance of such use and to oust and remove any occupants, or other persons guilty of such un[awful, illegal, disreputable or hazardous use. Tenant shall indemnify and hold harmless Landlord from and against any and ali cost. expense, claim, loss, damage, liability, suit. fihe or penalty, including reasonable counsel fees,, arising out of or by reason of or on account of any violation of or default in the provisions of this Article. SECTION 6.08 - Remedies for Violations of Restrictive Clauses Should Tenant violate any of the provisions of Article VI. ~USE OF iPREMIS,ES herein, 0r tb, e above restrictive clauses, Tenant agrees to cease and desist !su~;h a~iV[ty uR,on either°ne (:1) day's notice by 0verr)igl~t carrier, or pos{ed written r~otice :affixed tothe p~Smises or de ~red. perSona y tc Tenant or 5is agent. Should Tenant continue to violate said clauses, such violation will be considered a vfolation of a substantial obligation of the Lease, permitting Landlord to: a) injunctive relief, to which Tenant hereby consents; b) overnight carrier; termination of Tenant's tenancy on two (2) days' written notice by c) liquidated damages in the sum of $10,000.00 per month for each month Tenant continues occupancy in violation of the above set forth clauses. ARTICLE VII - COMMON AND EXTERIOR AREAS SECTION 7.01 - Control of Common Areas by Owner All common areas, parking areas, driveways, sidewalks, roadways and other facilities and improvements are furnished by Owner in or near the Center. For the general use in common, Tenants, their agents, employees and customers, shall at ail times be subject to the exclusive management of Owner and Owner shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all such facilities and areas Owner shall have the right to: a) construct, maintain and operate lighting facilities herein above referred to: b) parking areas; restrict parking by Tenants, their agents and employees at employee c) close all or any portion of such areas or facilities to such extent as shall be sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; d) close temporarily all or any portion of the parking areas or facilities; e) discourage non-customer parking; f) do and perform such other acts in and to such areas and imprdvem~t~ts as. in the use of good business judgment, Owner shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenants. their agents, employees and customers. Owner will operate and maintain the common ~facilities referred to above in such a manner as Owner. in its sole discretion shall determine from time to time. VVithout limiting the scope of such discretion, Owner shal! have the full right and authority to employ all pemonnel and to make ail rules'a.nd regulati0ns~ p~rtaining ~o- and necessar~ for the p:roper operation and ma ntenan~e Of~e common areas and faciiitieS; L~n.dl~ord shall ~at be liabl~ fo[' th~ neg[igeD~e of a~ay indet~e~qd~ent ,contra .c~, r who, Pq3vrde,s services tq, the.~eniec Specifically, Lan~l'lo~d shall ~ot be li~bie',for the~nb~l~gence, of a gu~i~d se~ice or snow removal services. ARTICLE VIII - TENANT INSTALLATIONS SECTION 8.01 -Tenant Installations All fixtures instaIled by Tenant shall be new or completely reconditioned. Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any trade fixture, exterior signs, floor covenng, interior or exterior lighting, plumbin~ fixtures, shades or awnings or make any changes to the store front without first obtaining Owner's written approval and consent. Tenant shall present to the Owner plans and specifications for such work subject to the provisions as per Section 4.04. Notwithstanding any other Article or provision contained herein, Tenant shall not whether or not characterized as alteration improvement, renovation or decorating, permit or cause any exposed posts, beams and/or hardwood floors, to be painted, stained and/or covered by rug, tile or any other covering, without specific prior written approval of Landlord. SECTION 8.02 - Signs and Display Windows Anything to the contrary herein notwithstanding, the Tenant agrees, that it will erect, at its sole cost and expense, a sign in conformity with the fa(;ade and d~cor of the exterior of the subject Premises. Should the Landlord change the fa(;ade of the Center, Tenant will pay, at Tenant's sole cost and expense. [o erec~ a new s~gn which then substantially conforms with the signs being used by the other Tenants, and which is approved by the Landlord. a) Tenant represents that same shall comply with all rules and regulations of any governing authority having jurisdiction thereof. b) Tenant shall maintain said sign in a clean and proper manner. c) In the event the Landlord renovates the Center. and requires uniform ,'$~gns for all Tenants therein, then and in that event. Landlord shall cause Tenant's exterior sign to be replaced at Tenant's expense. Tenant agrees to pay for the actual cost of said s~gn and the installation thereof, in full. with the next monthly installment of rent. after presentation of a bill to said Tenant by the Landlord. ~SECTION 8.03 ~ Cesspool and Janitorial Service Tenant agrees to bear the entire cost and expense of providing for the required janitorial service, including, exterminator services garbage removal and the cleaning and/or replacement and/or repair of any septic tank or cesspool exclusively ses, includir)g the pipes connecth3g same and/or sewer a common cesspool system or systems serving more than the be re~-pon¢ib[e for the payment of its proportionate, share )eing based on Tenant's charges for water ,The bills and/or statements of e for the calculation that / Ten,ant. right have sa,d services Fo:re, mod arid ~he cost: of ~aid s,ervices shN] be deem 3nai rent ard shall bo duo and oavaole in the next. monthly rent payme~; together With t~venty (20%) pe:cent service cha-ge. SECTION 8.04, - Removal and Restoration by Tenant All alterations, decorations, additions and improvements made oy Tenant. or made by the Owner on Tenant's behalf, shall not be removed from the premises prior to the end of the term hereof,.without prior consent in writing from the Owner. Upon expiration of this lease, or any renewal term thereof. Tenant shall remove all such alterations. decorations, additions and improvements and restore the Leased Premises as provided in Section 9.03 hereof. If Tenant fails to remove such alterations, decorations, additions and ~mprovements and restore the Leased Premises, then. upon the expiration of this lease, or any renewal thereof, and upon Tenant's removal from the premises, all such alterations. decorations, additions and improvements shall become the property of the Owner. However. in the alternative, the Owner shall have the ngnt to demand the restoration and repair.of the premises by Tenant and removal of all abandoned items at Tenant's expense. SECTION 8.05 Notwithstanding anything to the contrary contained herein Tenant is not permitted to. and will not, remove any trade fixtures until Tenant deposits with Landlord. prior to removal, a deposit in an amount reasonably satisfactory to Landlord. Said deposit is to pay for the cost of repairing any damage to Premises caused by the removal of said trade fixtures. Tenant shall make said deposit at least one month prior to the expiration of this Lease. If Tenant does not make said deposit, said trade fixtures shall be deemed abandoned by Tenant and shall become the property of Landlord. SECTION 8.06 - Liens Aqainst Tenant a) Tenant shall have no power to do any act or make any contract ~which may create or be the foundation for any lien, mortgage or other encumbrance upon the reversion or other estate of Landlord, or of any interest of Landlord in the demised premises, or upor) or in the building or improvements thereon it being agreed that should Tenant Cause any alterations changes, additions, imprOvements or repairs to be made to .the demised premis;e~, or material furnished'or labor performed therein or thereon, neither ~Landlor'd. for, the demised premises shall, under any circumstances, be liable for the payment. ,of any expense incurred or for the'valde of any work done or material furnished : ~o~the dom ~e~,prerni~es or any part th~reof:~ but al such air'rations ch~a~g,e,~ ~ddj,~ion~, i~mp~me~s, ~r~ r~pai~S, arid materia!~ and ~bor, sba 'lie at Tenant, s. e~p~se and Tett,~,~t~ ~!~e sCel~ art¢ ~]ly resl~ons',~ e ~ c~ntractO~ [a~, r,e~¢ .r~fatEn~men fLtm~sbJt~ i~j~or, a~ ,nlaf~t~ak~ sad premises ~and build.'of any part t§er`eof. b) lf, becaus, eo[ any act or omission' of Ten~nt~ any mechanic's lien or order for the payment Of money shali.Be filed against the demised premises or any building or imp Landlord (whether or ri'et su~;h I ~lid or own-( to be canceled arid dischaJ'ged Of thereOf, and ftJrther shall any and all cost,.expe, nses, Claims, Io~.~ es or damaged, t~heref~om or by rea.son there,. Upon a fa[Jure of the d said iron, Landlord. in its sole discretJpn,, may satisfy or bond be added. together with ail: rea'sodable ;disbursemeots and leg of rent. ARTICLE IX - MAINTENANCE OF DEMlSED PREM SES SECTION 9.01 - Maintenance by Tenant a) Notwithstanding, and in addition to all of the provisions of Article 8.03. Tenant shall at all times keep the Leased Premises and exterior entrances, common areas adjacent to the Leased Premises, garbage areas, glass and show window moldings, partitions, floors, fixtures, equipment and appurtenances thereof (including, but not limited to. lighting, heating and plumbing fixtures and any air conditioning system) in good order. condition, repair and cleanliness. (including reasonable periodic painting as determined by Owner), except for structural portions of the premises (exterior walls and parking lot only), which shall be maintained by Owner. In all other respects, Tenant s to repair and maintain the subject Premises: specifically, Tenant is solely responsible for one hundred (100%) percent of all repairs and maintenance, including roof and septic system. If Owner is required to make repairs to structural portions by reason of Tenant's negligent acts or omission to act. Owner may add the cost of such ~epairs as additional rent which shall thereafter become due. Particularly with respect to the heating, ventilating and air conditioning system servicing the leased premises. Tenant warrants that same shall be in good wo[king order at the end of the demised term, and during the term of the lease the Tenant shall maintain a service contract with a reputable firm to service and maintain the heating, ventilating and air conditioning systems. A copy of said service contract, witha firm acceptable to the Landlord will be furnished to the Landlord and said contract will be kept in effect throughout the term of this lease, and in conformity with the provisions of Article 4.03. b) In the event damages occur to the Leased Premises as a result of break-in, burglary, forced entry or other illegal or unauthorized entry into the Leased Premises. ail such damages shall be the responsibility of Tenant and any repairs necessitated by any illegal or unauthorized entry herein indicated shall be. upon notice thereof, immediately made and performed by Owner at Tenant's cost and expense. c) Tenant agrees that it wilt maintain the sidewalks in front of the Leased Premises to its building lines by sweeping same and keeping the same clear of snow and ice and that it will provide whatever janitorial services may be necessary to keep the interior of the premises and exterior walks clean. Further. Tenant agrees that it is solely responsible for the removal, of, garbage and debris which may accumulate and that all garbage shall be bound neatly and firmly in suitable containers and thereafter shall, be placed in a metal container of the tYPe supplied by carting companies for the purpose of accumulating garbage, i~e, a ddmpster. Further. it shall be Tenant's responsibility to enforce prompt and, regular removal of its garbage and debris. The are,~ or areas surrounding the storage bf~jarbage and debds subject to co],[ection shall be kept clear of refuse upon the ground and shall be maintained daily by the Tenant to insure ag,ainst coIlection or accumu!a~'io~n thereQf. In the event of the failure; of ~ Tenant b~ generally compy wth ths reguat,,, lPr~ 0r, ar~y part thereof n the see d~cretlbn~ , of the Owner, the Owner may engage whatever so,ices may be necessar~ t~ ~aintain the; premises ~n a sui~,a~ ble degree ;of ~i~nlir~e~S and;freedom rrom debris cohsi~te~t ~vith the si~nclards Of'the ma ntenance of the Center. Each ardit orca serv ce. sba f performed ~ the Owner constitute the basis 6t' a[~ addition!al charge and be colleotlble as rent as pr~V ded for the col~chQn o¢ ar~y other ~dd~t~ona;l~ charges set,forth in th~s If~ase. Furthermore, shquld Tenar)t'~ failure te cdmpl~ with thb ter~qs.of the section c,ause ~ny violations =to be placed against,the 0wr~er;'Tt~naj~t agrees to,defend, same and p&y ali t~j~l Oests Of SUch defense and aqy, f ne ~,, ,e'd aga~st Owrter, , The Land ord reserves '~he right to des gnate 'the gamage and c~r~n~l cor~pany to be used by the Tenant. Notwithstanding the forego rig, f Land ord elects to nsta a single dumpster Tenant shall be ;b~lled-~ts ~roportlon, ate share of the cost of maintenance and refuse removal and Tenant further egre~s to utilize such services in lieu of independent services, if so required by Landloro d) In the event the Landlord installs a compacting system for the garb,age, the installation cost thereof, and the annual upkeep thereof, shall be allocated among the Tenants in accordance with their amount of use thereof and not based on their proportionate square foot occupancy. Said usage shall be determined by the garbage or carting company servicing the Premises. In the event Tenant disagrees with the amount being allocated by the garbage or carting company servicing the premises, said dispute shall be submitted to the Landlord who shall make an appropriate determination as to the accuracy or inaccuracy of [he carting company's allocation and Tenant agrees that Landlord's determination with respect thereto shall be absolute and binding upon the Tenant. SECTION 9.02 - Maintenance b,/Owner If Tenant refuses or neglects to repair property as required hereunder, and -to the reasonable satisfaction of Owner as soon as reasonably possible after written 'demand, Owner may make such repairs without liability to 'tenant for any loss or damage that may occur to Tenant's merchandise, fixtures, or other oroperty, or te Tenant's business by reason ,thereof, and upon completion thereof, Tenant shall pay Owner's costs for making such repaf~s plu~ twenty (20%) percent for overhead upon presentations ef a bill therefor as additional rent. ~,SECT QN 9 03 - Surrender of Prom ses Atthe expiration of this Lease. Tenant shall surrender the Leased Premises in the same conqitfon aS same were upon delivery of possession thereto, reasonable wear 'and tear and damage by unavoidable casualty excepted and shall surrender all keys for the leased premises to Owner at the PI,ace then fixed for the payment of rent and shall inform Owner of all combinations on locks safes and vaults, if any, in the Leased Premises. Tenant shall remove all its trade fixtures as provided in Section 8.04 hereof, before :surrendering tbs premises as af.o, resaid and shall repair any damage to the Leased Premises caused thereby. Tenant s obligations to observe or perform this covenant shall survive the expi;rafipn or other termination of th~s Lease. Notwithstanding any other 7provisions to the c,o. nt(ary contained in any portion of this Lease and except as may be expressly agreed, irl-w~iting between the partied, under no circumstances shall the Tenant 'have a dght to remove fighting fixtures or mechanical or electrioal~ equipment which is affixed to the LeaFed Pr'emiseS. If the premises are not sdrrendered as and when .aforesa d, Tenant :shall~ indemnify Land,lord against lo.ss or liability resultir~g from the delay, .including Without,lfrn~tation, any claims made bY any succeeding, occu~)arff founded;on such 'delay, SECTION 9.04 - Ru es and Re.qu at ons The rules and regulations (if any) appended to this Lease are hereby made a part of this Lease. and Tenant agrees to comply with and observe same. Tenant's failure to keep and observe said rules and regulations shall constitute a breach of the terms of this Lease in the manner as if the same were contained herein as covenants. Owner reserves the dght to amend said rules and regulations. Notice of such amended or additional rules and regulations, shall be given to Tenan! and Tenant agrees thereupon m comply with and observe same. provided same shall apply uniformly to all Tenants of the Center. SECTION 9.05 - Landlord Liability Owner shall not be liable for damage or injury to personal property unless written notice of any defect caused, suffered or permitted to exist by Owner and alleged to have caused damage or injury shall be given by certified mail. return receipt requested, to the Owner a sufficient time prior to such occurrence to have reasonably enabled Owner to correct such defect. Nothing herein contained shall impose any additional obligation on the Owner to make such repairs. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by the acts or omissions of persons occupying any space adjacent to or adjoining the premises, or any part thereof, or any loss or damage resulting to Tenant or its properly from water, .gas, steam, fire or the bursting, stoppage or leakage of roofs or sewer pipes. However. in the even~ Landlord has insurance to cover sa~d damage, Tenant will first look to its own insurance company for said damages and thereafter Tenant may or Tenant's insurance company may look to Landtord's insurance company omy. This is to mean that Tenant's insurance company will have a subrogation right as against Landlord's insurance company only. ARTICLE X - INSURANCE SECTION 10.01 - Insurance by Tenant a) Tenant shall during the entire term hereof, keep in fuli force and .effect a policy of public I obi ty'a~d property damage insurance with respect to the Leased Premises, including the sdewalk in front of or adjacent to Leased Premises. and the business operated by the Tenant and any Subtenants of Tenant in the Leased Premises in which the limits of public liabi!ity shall not be less than $1,000,000.00 per person and $2,000.000.00 per aggregate and in which the proper~y damage liability shall be not less than $t00,000.00. The pO]iCy shall name Landord any person, firm or corporatons designated'by Landtord ~.~t ~e~ant as insured and sha contan a clause that the insurer will not cancel or ch, ange the insurance without_first giving the Land ord ten (10) days prior wrtten n~otice. Th~ insu~nce s~all be paced with ~n insurance company' approved by Landlord~and a copy of thie~.P,e!tcy~ or a certificate of insurance shall be delivered to Landlord. Upon the failure of Tenail[ to, obtain the insurance po~cy'and/o.r furmsh a copy of same to Landlord as descril~ed herein ~rJdlord is hereby authorized:to obta n a polic~/df f~nsurance in the limits set ~rtb he['ei~bo~e:on behalf of Tenant arid thie p~emium f~)r ~u,Ch p~lio¥ shall be due and, payable.,with the inS, r!allment of Cent next ~due~ To'rant sha~l al~o'keep,in'force on its fiX,t~res, Be, rsonal prop~rt~ and building improvements i~ an amodr~: adegUate to prevent T~ihant f¢om beinf~ a ~o.~insurer and will supply Landlord with evid~cice thereof. b) Thirty (30) days prior to the expiration of any policy or policies of such insurance, Tenant shall pay the premiums-for renewal insurance and d~liv, er to Landlord, or to any Mortgagee Landlord as may be desic, inated within saic( period-of time. the original renewal policies with evidence by stamping, or o~herwise of the Payment Of the premiums thereon, and if such premiums or any df them ~shali not be so paid and the policies or certificates shall not be so delivered. Landlord may procure an¢/iar pay fdr the same, and 'the amount so~ paid by Landlord with interest the{eon at-the pr~ne legat rate from thedate of Payment, ,~hatl b~come due and payable by Tenant as ad~itfb~al r~en¢: with the next or ~ny subsequent installn~ent of fixe~l rent which sha~l~ become idue after such pa~ymen~ bY Landlord, it be, ir~g expressly covenaete, d: that payment ..by Landl~r:d df ahy,.such premium shall not be deem,ed to vcaive or release the defaull~ in the payr~(J~' theret~f by Tenant, er the rig'bt of ,Lan,8 ~rd to take such a~cn as ma~ be per~ sS~ e ~q~r~un~Jer as n the case Of, CiefaeJt 'in the payment ,of flxe~ rent. Ins'l;ead of a policy Te~r~t may s~upPtY a c~rtificate ogihst]rance. c) Tenant shall not violate or permit to be violated any of the conditions or provisions of any said policies, and Tenant shall so perform and satisfy the requirements of the companies writing such policies such thai at ali time said companies of good standing and acceptable to Landlord shall be willing to write and continue such insurance. d) Tenant shall cooperate with Landlord and any mortgagee ~n connection with the collection of any insurance monies that may be due in the event of loss and shall execute and deliver to Landlord and any mortgagee such proofs of loss and other instruments '~hat may De required for the purpose of facilitating the recovery of any such insurance monies, and in the,event that Tenant shall fail or, neglect so to cooperate otto execute, acknowledge and deliver any such. instrument, Landlord. in addition to any other reined ~s, may, as the agent or attorney in fact of Tenant, execute and cieliver any proofs or lees or any other in~t~:uments as may seem desirable to Landlord and any mortgagee for the collection of ~uch insurance monies and Tenant hereby [rrevocabfy nominates.. cons~!~s a~qd a~,oo',mts Land ord Tenant s proper and I~gal attorn~ in fact~ifO~ such purp'os'e;,~h~reby r:a'{ifY ng at[~hat' Landlord may ~to reasonab y and, lawfu y as~uch at/omey in facf Of Tenant,. e) Tenant will at its own expense cause all insurance policies insuring the Tenant against loss of injury to persons or property to name and include the Landlord and the Landlo~'s agents and the Owner of the demised premises as parties insured thereunder. In the event of the failure of the Tenant to procure such insurance, it shall be conclusively deemed to have waived its right to assign its claims against the Li~ndl~rd or its agents and/~r the Owner to its insurance carrier, and the insurance carrier shall be denied the right to subrogation thereof. SECTION 10.02 - Increase in Fire Insurance Premium Due to Use Tenant agrees that it will not keep, permit, store, use or offer for sale in or upon the Leased Premises any article or component part or substance which may be prohibited by the standard form of fire insurance policy. Tenant agrees to pay any ~ncrease ~n premiums for t~re and extended coverage insurance that may be charged during the term of this lease ore,he amount of such insurance which may be carried by Owner on said premises or the building of which they are a part or the entire center, resulting from the type of merchandise ~sold by Tenant in the Leased Premises, whether or not the Owner has consented to s ~a~' e and whether or not such use of business is contemplated or ?,ermitted hereunder. In d~termining Whether increased premiums are the result of Tenant s use of the Leased Premises, a schedule issued by the organization making the insurance rate on the Leased Premises. showing~the various components of such rate. shall be conclusive evidence of the severa~ items and charges which make up the fire insurance rate of the Leased PremiSes. IN the event Tenant's occupancy causes any increase in premiums for the fire, boiler and/o~ casualty rates on the Leased Premises or any part thereof above the rate for the least hazardous type of occupancy legally permitted in the Leased Premises. Tenant shall pay in such event any additional premium on the rent insurance policy that may be carried by the Owner for its protection against rem loss through fire. Bills for such additional premiums shall be rendered by Owner to Tenant at such times as Owner may elect and shall be due from, and payable by Tenant when rendered, and the amount thereof shall be deemed;to be. and be paid as. additional rent. The obligations of Tenant to pay the charges specified in this Section shall be: deemed additional rent and subject to the provisions hereir~ regarding the payment of rent. SECTION 10.03 - Indemnification Of Owner Tenant will indemnify Owner and hold harmless from and against any and .'.all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or da;rnage to property ar S ng frem or out of any occurrence in, upon or at the iL~sed Premises'0r any part thereof o~ occasioned who y or in part by any: at or om ss on .of Tenant, its agents, contractor's, employees, servants, lessees or concessionaires. In case Owner shall be made a party to any litigation commenced bY or against Tenant. then ~enant shall protect and h?ld Owner I~arn~less and .shall pay all costs, expenses and rea. solnable at'to'rney'~ fe,e~ i.ncurred or paid by Owner in connection with such litigation, ~cepf~ ~h i'espec~,to Owner's, neglect. SEOTI©N 10,04~-'Plate Glass Tenant at its sole cost. shall maintain full coverage plate glass insurance on the premises for and' in the name of Owner. Failure of the Tenant to obtain such plate glass insurance shall entitl~e the Owner. at its option, to obtain and procure, at Tenant's expense. a plate glass insurance poIicy and charge the cost thereof as additional rent. Such p ate glass insur'mce wil! ~nsu~e not only plate glass but ali other glass in the Leased Premises. Tenant sba!i, ittrotj~hout the term of this lease provide the Landlord with a certificate of insurance ~. denting the aforesa d p ate g ass nsurance coverage ARTICLE XI - ATTORNMENT AND SUBORDINATION SECTION 11.01 - Tenant's Certificate Tenant shall, without charge at any time and from time to time, within ten (10) days after request by Landlord. certify by written instrument, duly executed. acknowledged and delivered, to any mortgagee, assignee or any mortgagee or purchaser. or any proposed mortgagee, proposed assignee or any mortgagee, or proposed purchaser. or any other person, firm. or corporation specified by Landlord: a) that this Lease is unmodified and in full force and effect (or, if there has been modification, that the same is in full force and effect as modified and stating the modifications); b) whether or not there are then existing any set-offs or defenses against the enforcement of any of the agreements, terms, covenants or conditions hereof upon the part of Tenant to be performed or complied with (and, if so. specifying the same); c) the da~es, if any, to which the rental(s) and other charges hereunder have been paid in advance. SECTION 11.02 - Attornment The Tenant shall, ir: the event any proceedings are brought for the foreclosure of, or n the event of exercise of the power of sa e under any mortgage made by Landlord covering .the Leased 'Premises attom to the Purchaser upon any such ~reclosure or Sale and recognize such Purchaser as Landlord under this Lease. SECTION 11.03 - Subordination This Lease and all rights of Tenant hereunder shall at Owner's option, be subject and subordinate to the 'lien of any mortg'age or mortgages on the demised ~remises or any part thereof, a~ the date and to mortgage or mortgages, ~ny part thereof. rep:l;acements, extensions or upon, demand at any time or s of ~bly to ARTICLE XII.- RIGHT OF ASSIGNMENT SECTION 12.01 - Ass~qnment Restricted Tenant shall not assign its interest in this Lease without Landlord's pdor written consent: which may be withheld if assignee does not fit with Landlord's concept of "retail mix"; however. Landlord wil not unreasonably withhold or delay its consent to the assignment of this Lease to another business needing general office space. SECTION 12.02 - Assi,qnment of Lease Subject to the provisions of Section 12.01 above Landlord will grant its consent to an assignment of the Lease provided the Tenant is not in default under the terms and conditions of this Lease. and upon the following conditions: a) Each assignment of this Lease shall be by written instrument on Blumberg Form 586 called, "Assignment of Lease" exclusively providing that the assignee shall assume all of the duties and obligations of Tenant herein for benefit of the Landlord. b) Each said assignment executed by the assignee Shall be deposited with Landlord within five (5) days of the making of the assignment. c) Assignment of this Lease shall in no way operate to release the assignor from the obligations of Tenant herein. With each such assignment, there shall be deposited with Landlord_ additional secudty to equal a full three months' rent in the monthly amount in effect at the time of the assignment, including existing security deposit with Landlord. e) If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenant or the sale or other transfer of the cap ta stock of the Tenant. or the sale or portion ofthe a~ssets of the Tenant, excluding stock in Trust shall be deemed an assignment Ui3der the terms of this' Section and subject to ail of the terms and conditions specified in this Section. f) Each assignment must be of the entire Lease Premises. g) In the event that there is an assignment of this Lease. any rent in excess of the rental due under this Lease shall be paid to the Landlord herein. h) Failure to comply with the conditions of this paragraph shall, at Landlord's option, render any purported assignment null and void. SECTION 12.03 - Involuntary Assignment Notwithstanding any provision herein contained to the contrary, the Landlord shall not be required to consent to any involuntary assignment of this Lease or of the interest of the Tenant in this Lease by operation of law. statute or judicial decision Moreover. no interest of the Tenant in this lease shall be assignable or transferable by testacy or intestacy. Each of the following acts shall be considered an. involuntary assignment: a) If Tenant is or becomes bankru ot or insolvent or is a debtor-in- possession under any insolvency stature, either federal or state, such as "Chapter XI Proceedings" under the current Federal Bankruptcy Act. or where Tenant makes an assignment of the benefit of creditors or institutes a proceeding under any bankruptcy act in which Tenant is a bankrupt debtor or debtor-in-possession, or if any proceeding ~s instituted against the Tenant under any bankruptcy act. of if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent or makes an assignment for the benefit of creditors, or in such event any court, court officer, referee, judge, trustee, or judicial officer attempts to assign or offer for sale at auction or otherwise the subject lease: or b) If a writ of attachment or execution is levied on this Lease: c) If, in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant, and Landlord shall have the right to elect to terminate this Lease. in which event this Lease shall not be treated as an asset of Tenant. ARTICLE Xlll - DESTRUCTION OF PREMISES SECTION 13.01 - Total or Partial Destruction If the Leased Premises shall ~e damaged by fire, the elements, force of ~nature. unavoidable accident or other casualty, but are not[hereby rendered untenanable. OWner shall, at its own expense, cause such damag-e to be repaired, and the rent shall not be abated. If by reason of such occurrence, the Premises shall be rendered untenanable ,.~nly in part Owner sh,a I. at its own expense, cause the damage to be repaired ,within a reasonab e,t~me and the,fixed m nimum rent meanwh~ e sba .be abated propod onate y as to the portion of the Premises' rendered untenanable. If the Premises shall be rendered. whelIy,untenanable: by reason of such 0¢currence, the Owner sh,a[I, at its own. ~.expense Ca~,s,~ such d~mage~,be rCPafred and the fiXed rnm mqm rent meanwhile shall ai~te, unill th~ LeaSed Rrem see ~a~/e, been restored arid ren~dere, d Tenanable or Owner may a~ fts election, ierm,'lba'te ~is-L~a~s¢ end'. the'te¢an{:~/he'by C, reated: by~ giving to Tenant~ within s ;xty (60)i da~s~Cpl]cwlng' '~hg,~e of sa,~d o~rrenee wrctte~.no~C~ of O~'~3e¢ se cc, rich, to d~ ~i: a~d~ i~;~l~e event; el* such ferrfiina~ion, refit~ shal~; be a~dju'sted :as of the', date of destruction:. SECTIOI'~J 13.02 - Partial Destruction of Center In the event that fifteen (15%) percent or more of the rentable area of the Center shall be damaged or destroyed by fire or other cause, notwithstanding [hat the Leased Premises may be unaffected by such fire or other cause. Owner may terminate this Lease, and the tenancy hereby created by giving to Tenant five (5) days prior written notice of Owner's election so to do, which notice shall be given if at all. within sixty (60) days following the date of said occurrence. Rent shall be adjusted as of the date of such termination. ARTICLE XIV - EMINENT DOMAIN SECTION 1'4.01 - Total Condemnation of Leased Premises If the whole of the Leased Premises shall be acquired or condemned by eminent domain or by private sale in lieu of condemnation, for any public or quasi public use, then the term of this Lease shall cease and terminate as of the date of title vesting in such proceeding and all rentals shall be paid up to that date, and Tenant shall have no claim against Owner nor the condemning authority for the value of any unexpired term of this lease. SECTION 14.02 - Partial Condemnation If twenty-five (25%) percent of the Leased Premises shall oe acquired or condemned by eminent domain or by private sale in lieu of condemnation, for any pubic :use. then the term of th s Lease sha cease and term nate as of the date cf title vesting in such ,proceed ng and all renta s shal be paid up to the date, and Tenant shall have no c~a m against QWnSr, n0~' the cp~demning au~h(~ ty for the value of any unexp red term of this Lease,, ]f less than: tw, enty-five (25%) percent of the Leased Premises are taken pumuant to this Article XIV, the Lease sba; continu~ in 'full force and effect. ~SECT{ON 14 03 - Owner's Damages In the eventofany condemnation or taking as aforesaid, whether whole or partial, the Tenant shall not be entitled to any part of the award paid for such condemnation and Owner is to. receive the full amount of such award, Tenant hereby expressly waiving any dght or claim to amy pert thereof. SECTION 14,04 - Tenant's Damaqes Although all damages ~n the event of any condemnation are to belong to Owner whether such damages are awarded as compensation for diminution in value of the leasehold or to the fee of the Leased Premises. Tenant shall have the right to claim and recover from the condemning authority, but not from Owner, such compensation as may be separately awarded or recoverabIe by Tenant in Tenant's own r~ght on account of any cost of loss to which Tenant might be put in removing Tenant's merchandise, furniture. fixtures, leasehold improvements and equipment. ARTICLE XV - DEFAULT BY TENANT OR LANDLORD SECTION 15.0l - Right to Re-Enter In the event of a default by Tenant by reason of its failure to pay any installment of rent due hereunder on [he date same shall oe due. or failure to perform any other of the material terms, conditions, or covenants of this Lease to be observed or performed by Tenant. falsification of any report required to be furnished to Owner pursuant to terms of this Lease, or in the event Tenant or any guarantor of this Lease shall become bankrupt or insolvent, or file any debtor proceedings or take or have taken against Tenant or any guarantor of this Lease in any court pursuant to any statute either of the United States or of any State, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's or any such guarantor's property, or if Tenant or any such guarantor makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement or if Tenant shall abandon said premises, or suffer this Lease to be taken under any writ of execution, then Owner besMes other rights or remedies it may have. shall have the immediate right of re-entry by force or otherwise and may remove all persons and property from the Leased Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service or notice or resor~ to legal process and without being deemed guilty Or trespass, or becoming liable for any loss or damage which may be occasioned thereby. The Tenant herein agrees that the Landlord. in his sole discretion reserves the dght to consider the leased premises ~abandoned" should the Tenant, pursuant to their normal ~;:bus ,ness operation as delineated at Article 6.02 fail to open the premises and conduct ' ,:bu.siness for five (5) c5nsecutive business days. Th, is provision shall not preclude Tenant ~rom failing to COnduct' business for said period, proviJded Tenant notifies Land ord and posts conspicuously at premises "Closed for Renovations, Alterations and/or Vacation" or vada!ions thereof, and further, provided that in the s01e discretion of Landlord said notice and postings are not for the sole purpose of restnct~ng the Landlord s right of re,entry hereunder. of,a breach or threatened breach by Tenants of any of the covenants shall rhave the right of injunction andthe right to invoke as if re-en[ry, summary proceedings end other Mention in this Lease of any partic,Jlar remedy, shall not in law or in equity. Tenants he!:eby expressly waive ~ y present-or future laws in the · or in the event of Landlord obtaining ises by reason of Tenant's violation of the p~rovisions of this Lease. ' ; ef Section 749¢ Subparagral~f~ 3 of the Real Propert~ t any successor statute tJqe~'etc~. SECTION 15:©2 - Right to Re~Let Should Owner elect to re-enter, as herein provided, or pursuant to any , notice provided for by Iaw~ it may either terminate this Lease or it may from time to time. without terminating this Lease make such alterations and repairs as may be necessary in order to re-let the premises, and re-let said premises or any part thereof for such term or terms (which may be for term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Owner in its sole discretion may deem advisable: .upon each such re-letting, all rentals received by the Owner, from such re-letting shall be;,a, pplied,'first, to the payment of any indebtedness, other than rent due hereunder from Te~iant to Owner. second, to the payment of any costs and expenses of such re-letti.ng~ including brokerage fees and attorney's fees and costs of such alterations and repairs third to the payment of rent due and unpaid hereunder and the residue if any shall be held by O~ner.and apphed ~n payment of future rent as the same may become due an paya0 e he~:edn~[er. I~ such rentals rece'ved from such re- ett'ng during any month be less than tha'~ to be,oaidr during,that month by Tenant hereunder, Tenant shall pay any such deficiency t? Owner. S~ch deficiency shall be calculated and paid monthly. No such re- entry or taking Poss~ssion of said premises by Owner shal be construed as an e oct On on ~ts part to te~m~ria~e th~s Lease un ess a wntten not~ce of such ~ntent~on be g~ven to Tenant or unless t Notwithstar el~ Lease, for Tenant all the Leased termination Lease for- ter.~ination thereof be decreed by a court of competent jurisdiction. such re-letting without termination. Owrter may at any time thereafter tis Lease for such breach. Should Owner at any time terminate this in addition to any other remedies it may have, it may recover form in,ur by reason of such breach, including the c~st of recovering able attorneys' fee, and including the worth at the time of such : any, of the rent and charges equivalent to rent reserved in this rider of the stated term over the then reasonable rental value of the Leased Premises for the remainder of the stated Term, all of which amounts shall be ~mmediately due and payable from Tenant to Owner. In determining the rent which would be payable by Tenant hereunder, subsequent to default, the annual rent for each year of 'the unexpired term shall be equal to the average annual minimum and cost of living rents ~aid by Tenant from the commencement of the te,rm to the time of default, or during the receding fa three caiendar years, whichever period is shorter. SECTION 15.03 - Legal Expenses or default virtue If Tenant shall cause any damages to the premises, building, tEees, shrubs and'other prope[ty annexed or used .in conjunction with the premises, part of.this Lease on Tenant's part to be pe(formed by lease codtained. Landlord may immediately, or repair, replace or perform the same for the account ~oney, or do any act which enant to comply incurs any e~cpense, including Without 2.~, L.-~ ,~1o, d. w;:h all i'ltc;est, oosLs I.~;~.cn~... aqd sna. Iae 8ce Pcm ~ ace t o2'a; rents s:l~ll entitle fees in the ~ the so iacurred or!paid ch,J, bo ~ons,.,~l vd to bo additiona~ ~ent imm~..q,'~ato;y. Tn,e.,ra;lure to~paysuch ~ t: a:~d remedies .:,s for no~'. ~eayrnent ~ cf ~he forc',]oing. II is uncers~,o:od t~i~.t if t¢ ~, or ; lea~e, ~e sum'of Twe; v dJ~ ahd paya~.:ie ~o Tc ,~l,ffbt.lrs~ !.h~Lan.dlord. as aod cral Font :he actual cost[ of 1 fee w;tl".fhe cou;t, which sums a:e immcd:atsly due and pa'/,ablo. s brough: ;o juogmon~ on ir)8 first ~turn d~a~. of the nr~ ~weq[~'-F~ve HLmd ed ~S2 50~.CO'~ Do ars sba= bcc:)n'e ,m,~eciakob. duo to ~ddi.iSh~fl renL. [o rein~bLmrse t~ LanO(crc fcr.h~s at:orncys fees expended and prcsoc:.mtipm: cf .he procceding, w~ich sun may ...... ;-' ~a ..... oocaus¢ Tenant reques~ an adjo~ as a fees· to and co'icc:'rent 811'd or 'rr~ous::nd Fiva Hu'ld-ed scu~ht, repressm=ng legal 'oc~verod. I[ injunction any Ic. ase c::,Jlgatibn or rent'. gs Tenant nor acceptance of a sum less than all that is due to Landlord shall be considered a waiver by Landlord of its right to collect such additional sums as are provided in this paragraph. SECTION 15.04 - Waiver of Jury Trial and Counterclaims The parties hereto shall and they hereby do waive trial by jury in any action. proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arYsing out Of or in any way connected with this Lease, the relationship of Owner and Tenant, Tenant's use or occupancy of the Leased Premises. and/or any claim of injury or dama~ge. In t.h,e eyent Owner commences any proceedings for nonpayment of ~rent, ~i?im~.m reh~t,:perce~'~age ~en't or addi~'ii~n~l rent, or a0y holdo,ver summary .ipr0cee~J~ng, T~ena~ "w' [I)not. in'(erpese a0¥ counterciaims of whatever nature or description i~ any~ch: p~ce~ding, '~'Shalj not;~owe*v~r~ be qogstrued'as a waiver ofthe Tenant's dgt~t ~0 iasser~ su~ ~'1~ in andy separate action ,or actions brought by the Tenant, SECTION 15.05 - Waiver of Rights to Redemption It being understood by the Tenant that the Landlord is unwilling to enter into a lease of the demis,ed ~Orem[ses.f0r a term of more than one (1) year, unless the right to rede'mption under Artlclb Seven of the Real Property Actions and Proceedings Law or under any present or future law. after SLtmmary proceedings and the right to a second and further trial after an actior~ in ejectmegt, shall be waived by the Tenant. and the Tenant being willing to waive all such dghtS cOnferred by statute or otherwise in order to secure a lease of more than two (2) years, the Tenant covenants and agrees that in the event of the termination of this Lease ~y'summary proceedings or in the event of the entry of a judgment for the recovery ct' the :)ossession of the demised premises in any ejectment, or if the Landlord enters by !process of ta~v or otherwise. [he right of redemption provided or permitted by any s~utel law or de,cision now or hereafter in force shall be and hereby are expressly waived.. 'l~he Tenant, for itself, its successors and assignees, and on behalf of any and all persons Claiming th .rough or under the Tenant, with any creditors of all classes, does hereby waive~ ~r~en~l~r and Bive up a!l right or privilege which i! or they may or might have under or bY r~l~ of Art cle~ Seven of the Rea Property ACt ons and Proceed ngs Law of the State o.f."~ York', or bY reason of ar~y other present or future aw or decision, to redeem the demisB~i premise,s o~r h~ave a contl'nuance of this Lease for the term hereby dem sed after ha~ng 1been d spossessed or ejected therefrom by process of law or otherwise. SECTION 15.06 - Landlord's Liability In the event that the Landlord shall default under the terms of this Lease and the Tenant shall recover a judgment against the Landlord by reason of such default or for any other reason arising out of the tenancy or use of the Premises by the Tenant. or the lease of the Premises to the Tenant, the Landlord's liability hereunder shall be limited to the Landlord's interest in the. land and building of which the demised premises form a part, and not further, and the Tenant agrees that in any proceeding to collect such judgment, the Tenant's right to recover shall be limited to the Landlord's interest in the land and building of which the demised premises form a part. ARTICLE XVI ~ ACCESS BY OWNER SECTION 16.01 - E~§b~ents Tenants shall permit Landlord and/or its designees to erect, use. maintain ~and repair pipes, cables, conduits, plumbing, vents and wires, in, to and through the Premises. as and to the extent that Landlord may now or hereafter deem to be necessary or appropriate for the proper operation and maintenance of the building in which the premises are located or any other portion of the Center. All such work shall be done so far ~as practicable, in such mann_er as to avoid interference with Tenant's use of the Premises. SECTION 16.O,2 - Ri,qht of Entry Landlord or Landlord's agents shall have the right to enter the Leased Premises at ali times [o examine same, and to show them to prospective purchasers or :lessees of the building, and to make such repairs, alteration, improvements or additions as LandJord may deem necessary or desirable, and said Landlord shall be allowed to take all material into and upon said premises that may be required therefor without the same constitu.ting an eviction of Tenant in whole or in part and the rent reservedshall not abate wh le said repa rs, alte, rations, improvement, or additions are being made, by reason of loss or interruption of 'bu§iness of Tenant, or otherwise. During' the sx months pror to the expiraf, ion of the term of.this Lease. or any renewal term. Landlord may exhibit the premises to prospe~ rive '[~nants or purchasers, and place upon the premises the usual notices "To Le~' or"Fo~' Sale" w,.,hich notices Tenant Shall permit to remain thereon wi~hout~molestabon. If Yenantishall not'be pers°rtaily present after reasonable notice to ope8 a0d permit an entry th,e¢~ein shall b~e r~ecessa~ or permissible, LandlOrd or Lar~dlord's a~er~t n~a~ enter the same,~y A maSte~ key or may forcibly enter the same witbou~ ~-ertder ng Lan~ oral dr such agent,s;~ ~able theref, dr, and without ~n any man~er affecting the obl~gabons and coYenan~ of tl~i~ Le~se N~h h~ here n C°nta ned however sha be deemed or consC,ru¢d to repose upon ~bdlerd: any ',oblfgation, responsibility or liability wh.~tsoever, fdr the care, maint~da,,Oce or re~,air of ~he building, or an~ part thereof, ex(JePt as~.otherWise hereih speci~ieall~ provided. SECTION 16.03 - Excavation If an excavation shall be made upon land adjacent to the Leased Premises. or shall be authorized to be made. Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Leased Premises for the purpose of doing such work as LAndlord shall deem necessary to preserve the wall or the building of which the same be proper foundations without any claim for damages or indemnification against Landlord or diminution or abatement of rent. ARTICLE XVII - TENANT'S PROPERTY SECT ON 17.01 - :Taxes on Leasehold - DELETED SECTION 1~7.02 - Loss and Damaq¢, Landlord shall not be liable for any damage to property of Tenant or of others located on the Leased Premises, nor for the loss of or damage to any property of Tenant or of others by theft or otherwise. Except where caused by Landlord's neglect, Landlord shall not be I able for any injury or damage to persons or property resu ting from fire, expl,osioni falling pla~ter, .s[eam, gal e ectricity, water, rain. or snow o~ leaks from any part effl:~e'Le~Sec!?Pr~mises~ or'from the p pes~ al~piiances'or plumbing works, or from the ro0m, ~t~!, or sUb-surface` or from any other p ace, 'or ~by dampness~ or by any other cause ~'~'ha.~o'ev,=r natd:e, or such damages caused by o~'her Tenants or persons in, the Leased P."em~se? occ[:pants cf' adjacent properly of the Ce~nter. or by the public, or cause b~ oper,~tipn',ih ~onsf~U~tion of an~: p~ivate pub o or quas, i~pub C wbrk ~r except` where Cause~' bY ~a~td s neglect, ,Land!etd shall no~ be I~ab e for any atent, defect~ n the L.e~sed. Rre~j,s~, Or in th~ build'rig of wh ch they form a~part Ail pr'ope~ of T~ta~ ke 't or sto~-ffd. ~n.~t;'hff :L~is~, ],d., ~rem. se~s she [ be So kept or stored at the r Sk of'Tena n~ o q~.' end -1] .e~n!,~.~ h~,~t, L~lnd!~t' harry[ess fi:om ~n~/ct~alms arrs~rlg out ~f the same;' s~ut~r~tib~n c[~aitn.s by Te~i~ntcs ~nsu.ra,nce ca,tier. ' SECTION 17 0,3,- Notice by Tenant Tenant shall give immediate written notice to Landlord in case of fire or accidents or any leaks to roof or plumbing or any other damage to the Lease Premises, or tothe building ;of'which the premises are a part, or defects (including structural) therein, or in any fixtures or equipment. Nothing herein shall be deemed to place an additionai repair obligation on LandlOrd. ARTICLE XVIII - UTILIZATION OF PREMISES SECTION 18~01 - Utility Charqes Tenant shall be solely responsible for an promptly pay all charges for heat water, gas. electricity or any other utility used or consumed in the Leased Premises. Should Owner elect to supply the water, gas. heat, electricity or any other utility used or consu mad in the Leased Premises Tenant agrees to purchase and pay for the same as additional rent at the applicable rates filed by Owner with the property regulatory authority. In no event shall Owner be liable for an interruption or failure in the supply of any such utilities to the Leased Premises. Tenant shall bear the full cost. expense and obligations for the installation of gas and electric meters appurTenant to the Leased Premises as same may be required. SECTION 18.02- Obnoxious Odors/Noises Tenant covenants and agrees that. throughout the demised Term. it shall not suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect~ to emanate form the premises, or any machine or other installation :therein. or otherwise suffer, allow or permit any such obnoxious vibration, noise, odor or 'other u~desirable effect to constitute a nuisance or otherwise unreasonably interfere with the safety~ comfort or convenience of Landlord. or any of the other occupants of the Center. or other customers, agents or invitees or any others lawfully in or upon said Center. Upon Landlord's notice to Tenant, Tenant shaII within five (5) days :same ~ or an~ part(s) thereof. ~r~ the Land'tor, d. SEC'lION 18.03 - Solicitation of Business Yenant and Tenant's employees and agents shall not solicit business in the parking or other.common areas nor shall Tenant distribute to the public therein or place any handbills or other advertising matter on automobiles parked in the parking areas SECTION 18.04 - Waste or Nuisance Tenant shall not commit or permit any waste upon the Leased Premises or any nuisance or other act in the building which may disturb the quiet enjoyment of any other Tenant in the building and Center in which the Leased Premises may be located. SECTION 18:05 - No Abatement of Rent No abatement, diminution or reduction of the fixed rent. or other charges, payable by Tenant under this ease. shall be claimed by or allowed to Tenant for any inconvenience, interruption, cessation or loss of business or otherwise caused, directly or indirectly, by any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of Amedca. or of the state, county or city governments. or of any other municipal, governmental or Iawfui authority whatsoever, or by priorities. rationing or curtailment or labor or materials, or by war or any matter or thing resulting therefrom, or by any other cause or causes beyond the control of Landlord, not shall this Lease be affected by any such causes. SECTION 18.06- Permits Tenant shall, at Tenant's own cost and expense, procure each and every permit, license, certificate or other authorization required in connection with the lawful and proper use of the demised premises or required in connection with any building or improvements now or hereafter erected on the demised ~)remises. and. in addition to the proper and mandated display thereof, furnish to Landlord, at his sole discretion, with a copy of each required permit. SECTION 18.07 - Merchant's Association The Landlord represents that it has no intention at this time of forming a Merchant's Association. If a Merchant's Association of Tenants of the Center is formed, Tenant wil :ioin, stay in good standi.ng du?ing t, he enti~-e term of'this Lease, and abide by the regulations of the Associatior~¢' Lan.dlord and eacl~ ~ember Tenant shall have or~e voter. The Asso(~ib~on sha I encourage it~ members'to d~al fairly and coUrteouSly with their customers, Sell meJ'cha~dJ~e and sef'vi~es; at fair prices, foliow eti~icat business practices, conduct sa!es pr0mOtibnS arid center-wi, de adverti$i'ng and general:ly help Tenants with their business. Tenant wilt pay annual dues to the Association based on its proportionate share, of the leased, area. No by-law e~ regulation of the Association shall conflict with the provisions Of th'~s Lease, or the ru~es and regulations, if any, attached thereto, or inany way reduce.the rates, of t..he Landlord. SECTION 18.08 - Fire Extinguishers The Tenant agrees to furnish, install and maintain on the subject Premises during the entire term of this Lease. at its own cost and expense, fire extinguisher equipment as required by 'any governmental municipal body, by the Fire Insurance Rating Orgafiization having jurisdiction or by any similar body, including insurance carriers. Said equipment shall be maintained, inspected and serviced periodically at Tenants sole cost and expense, to insure that same witl be in continual working order. ARTICLE XIX - HOLDING OVER SECTION 19.01 - Holding Over It is distinctly understood and agreed that if Tenant occupies the Premises (hold over) after the last day of the lease, Landlord may, at Landlord's sole option, consider such hold-over as a renewal of the lease for a one (1) year period at an increased rental of forty (40%) percent. It is understood by the parties that as a result of inflation fluctuating finance charges, fuel costs and taxes that the said forty (40%) percent figure is reasonable. Landlord may, however, commence immediate dispossess proceedings against the Tenant as a holdover, notwithstanding Landlord's other options. In the event Landlord exercises the option to renewal. Tenant is obligated to increase the security deposit to reflect the new rental requirement. Even if Landlord does not exercise its option with regard to renewaL. and proceeds with a hold-over proceeding, the Tenant agrees to be liable for use and occupancy of the premises in a sum equal to forty (40%) percent above the rent in effect on the last day of this lease, and further liable for the entire month's rent. even if the occupancy was only for one additional day. Landlord may commence immediate summary dispossess (hold-over) proceedings and Tenant agrees to reimburse Landlord in the sum Of $2.500.00. for the legal fees incurred by Landlord in hiring an attorney to dispossess Tenant. It ~s agreed that the said $2.500.00 shall be considered additional use and ,occupancy and may be sued for in the original dispossess proceeding, tf Landlord's !~ttomey is required to make more than one court appearance because~Tenant requests an ~djournme. r~t or ~f more than on court appearance ~s necessary because of~ trial of the ,!ssues, Landlord shall be aJlowed tq ~ncrease the amount sued for on account of attorneys ~'ees ,c~a(ged to Landlord by his attorney for the extra time Spent by said attorney in Prosecuti6g d~e case. ARTICLE XX ~ QUIET ENJOYMENT SECTION 20.01 - Quiet Enjoyment Upon payment by Tenant of the rents herein provided and upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall aeaceably and quietly hold and enjoy the Leased Premises for the term hereby demised without hindrance or equitable claim by, through of Under Owner. subject, nevertheless, to the terms and conditions of this Lease. ARTICLE XXl - RELATIONSHIP BE-I-WEEN LANDLORD AND TENANT SECTION 21.01 - Waiver The failure of Owner to act on any breach of any term, covenant or condition herein contained, shall not be deemed to be a waiver of such term. covenant or condition of any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Owner shall no~ be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease. other than the failure of Tenant to pay the particular rental so accepted, regardless of Owner's knowledge of such preceding breach at the time of acceptance of such rent. No covenant, term or condition of this Lease shall be deemed to have been waived by 'Owner, unless such waiver be in writing of Owner. SECTION 21.02 - Relationship of Parties Nothing contained in this Lease shall be construed to create the relationship of pnnc[pal and agent partnership, joint venture or any other relationship between the parties hereto other than the relationship of Landlord and Tenant. The provisions of this Lease relating to the percentage rent payable hereunder, if any, are included solely for the purpose of providing a method whereby the rent is to be measured and ascertained. SECTION 21.03 - Landlord's Consent W~th respect to any provision of this Lease which provides, in effect, that Landlord shall not unreasor~a, bly withhold or unreasonably delay any consent or any apProva Tenant in no event shall be entitled to make nor shall Tenant make any claim for, and Tenant hereby w,a~v, es any c a m for money damages; nor sba ! Tenant c a~m any money damages by way of setoff, cbuntercla~ or defense, based upon any claim or assb~i0h by T~n~int that bandlord has unreasonably withheld dr unreasonably delayed any consent or approval; but T~enant's, sole remedy ShaII be aq action or proceeding to. enforce any s~¢h prOvision, 0r f;or Specific performance, injunction br declaratory judgh~ent. SBCTIQN 21:~4- Financial 'Statement f mortgagee requests a financial statement to be obtained from Tenant, Tenant agrees to furnish to the Landlord upon ten (10) days' request, a financial statement of the Tenant as of the last day of the month preceding such request. Such statement shall be certified by Tenant. SECTION 21.05 - Notice Between Parties Any notice and other comm,unication given pursuant to the provisions of this Lease shall be in writing and shall be given (I) by mailing the same by certified mail or registered mail, return receipt requested, postage prepaid mail. or (ii) by reputable overnight courier providing for receipted delivery. Except as may be expressly otherwise provided in this Lease, any such notice or other communication given by mail shall be deemed given two (2) business days after same is mailed and any such notice or other communication gwen by overnight,courier as aforesaid shall be deemed given when received or when receipt is refused, if sent to Landlord. the same shall be mailed to Landlord: FHV LLC P.O. Box 1295 Cutchogue NY 11935 or at such other address or addresses as Landlord may hereafter designated by notice to Tenant at: SECTION 21.06 ~ Accord and Satisfaction No payment by Tenant or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent nor shall any endorsement or statement on, any check or any letter accompany any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the balance of such rent or pursue any other remedy in this Lease. SECTION 21.07 - Entire'Agreement This Lease and the exhibits, and Rider. (if any), attached hereto, and ,'forming a part hereof, set forth all the covenants, promises, agreements. Conditions and pnders, tand!ngs Between Owner and Tenant concerning the Leased Premises and there are no covenant.s, promises, agreements, conditions or understandings, either oral orwdtten. 'between them other thar~.as are herein set forth. Except as herein otherwise provided, no ~ubsequent alteratipn~ a ,mendment, change or add tion to this Lease shaJl be binding, upon Owner or Tenant unless ~'educed to writing and signed by them SECTION. 21.08 - Force Maleure In the event that the Owner shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insuJ'rection_ war or other reason of a like nature not the fault of the owner in performing work ordoing a~ts required under the terms of th s Lease, then performance of such act shall;be eXcus~d:~)r the per Od of the delay and the period for the performance of any such. actshalJ~be ex?nded for a period equivalent to the period of such delay. The provtsi,ons of this Sei~tion slha~'~o~ ~)perate to exc~use. Tenstnt fr0r~ promPt payment ~)r rent, addi(ianal rent oi- a~ other p.~y~er~ts requ red by the terms of this Lease. SECTI~ON 21.09- No Recordinq of Lease Tenant agrees that it shall not record this Lease without the prior wdtten consent of the Landlord. SECTION 21.10 - Submission of Lease The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises and this document becomes effective as a Lease only upon execution and delivery thereof by both Landlord and Tenant. ARTICLE XXll - MISCELLANEOUS SECTION 22.01 - Partial Invalidity In any term. covenant or condition of this Lease or the application thereof to ar~y person or circumstances shal to any extent, be invalid or unenforceable, the remainder of this Lease. or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall oe invalid and be enforced to the fullest extent permitted by law. SECTION 22.02 - Definition of Parties The word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more; and if there shail be moro than one Tenant, any notice required or permitted by the terms of the Lease may be given by or.all thereof. The use of the neuter singular pronoun to refer to Owner. Landlord or Tehant shall be deemed a proper reference even though Owner, Landlord or Tenant' may be an 'individual. a pa'rtnership, a corporation or a group of two.or more individL~als or corporations. The necessary grammat cai changes required t6 make the provisions of,~this 'Lease apply in. the plural sense wh~'e there is mor~ thgn ore owner, Landlord or Terla~ a, pd to. either, COrp, orat ~r~s ~ssoc~a.~fons; pa rtnor ch!ps. 'OK ~t y~l~als, males 0~emales, shell ~n all instances be,assumed as though ~n oath case ~ul,[y e ~xpr~essed. SECTION 22J33 ~ Index and Captions The captions,,section humbers, article numbers and index appearing in this Lease are inserted only as matter of convenience and in no way define, limit, construe or descdbe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease. SECTION 22.04 - Successors All dghts and liabilities herein given to. or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Tenant. they shall all be bound jointly and severally by the terms, covenants and agreements herein. SECTION 22.05 - Construction This Agreement shall be construed in accordance with the laws of the State of New York. SECTION 22.06 - Certificate of Occupancy Tenant is required to apply to the Town of Southold the appropriate permit to obtain a Certificate of Occupancy or Certificate of Compliance for its individual demised premises (store). Tenant shall deliver a copy of the Certificate of Occupancy or Certificate of Compliance to the Landlord qo later than sixty (60) days from the date of occupancy. Should. for any reason, Tenant fail to obtain certificates as required by any munic~;)ality, governmental authority or agency, having jurisdiction thereof, said failure shall be construed as a breach of lease and Landlord reserves all rights thereunder. SECTION 22.07 Tenant acknowledges that any workma~ or superintendent employed by Landlord are employees or independent contractors and have no authority to change the term of this Lease or make any agreements on behalf of Landlord. SECTION 22.08 Acceptance of the keys to the demised premises by Landlord or any agent or employee of La,ndt0rd shall not constitute a termination or surrender of this Lease or i-eleaSe of Tenants obligations hereunder. SECTION 22.09 Landlord and Tenant represent that each entered into this Lease as a result of negotiation and in the event any term, condition or clause contained in this Lease is ~deeme¢ ambiguous, nei/:her party shall be deemed to be the drafter of the Lease and ~ therefore the. ambigUity wiII.net be held against either party. ARTICLE XXlII - BROKERAGE FEE SECTION 23.01 Tenant represents and warrants that no broker Drought about the within transaction. Tenant further covenants and agrees to defend indemnify and hold the Owner free of and harmtess form any and all liability, expense, claims, actions, demands or damages for brokerage commissions due by reason of the Tenant's acts. Brokerage commission due the above named broker shall be paid by the Landlord as per the separate agreement between the Owner and such broker. ARTICLE XXIV - ENVIRONMENTAL REQUIREMENTS SECTION 24.01 - Environmental Compliance With respect to the demised premises. Tenant. at its sole cost and expense. shall fulfill, observe and comply with all of the terms and ~)rovisions of and shall cure ail violations arising from all applicable governmental laws. rules, regulations, ordinances and/or requirements relating to a~r. ground and/or water pollution and protection and/or preservation of the environment, and all rules, regulations, ordinances, opinions, orders and directives issued or promulgated pursuant to or in connection with the Environmental Protection Agency, or any Department of Environmental conservation or any subdivision or bureau thereof or any other governmental or quasi-government agency, authority or body having jurisdiction over such matter. Without limiting the foregoing, Tenant agrees that it shall prepare, deliver and or file with the applicable governmental authorities all forms. certificates, notices, documents, plans and other writings, and furnish all such other information as may be reasonably required or requested by any applicable governmental authority, 'n connection with compliance or curing of any applicable requirement related to the termination of this Lease, the sale. a transfer of Tenant's Building and/or the Land. or the closing, terminating or transferring of Operations. SECTION 24.02 - Contamination Removal In the event any contamination of Tenant's Building is discovered, which is a s a direct result of Tenant's occupation. Tenant shall be required to rectify the situation ~nd remove the contamination and place the demised premises back into an environmentally safe condition. Tenant expressly understands and acl~nowledges that bompliance With the provisions of this Article X~XIV may require Tenant to expend funds or berforrn acts after the expiration or lermination of the term of this Lease, Tenant agrees that it shall expend such funds and perform such acts, and Tenant shalI not be excused therefrom even, though the terms of this Lease shall' have expired or been terminated. ARTICLE XXV - MISCELLANEOUS SECTION 25.01 In the event Tenant is required to make any holes in the roof of the demised premises for the purpose of installing any system. Tenant will submit plans to Landlord prior to said installation and will be responsible for any water incursion for any installation. SECTION 25.02 - DELETED SECTION 25.03 - CAM - DELETED SECTION 25.04 - PERSONAL GUARANTEE - DELETED IN wITNESS WHEREOF. the parties have signed this thirty-six (36) page agCee:ment the day and year first above written. LLc Charles V. Salice. Managing Member Tenant: T~WN OF SOUTHOLD by: Jean W. Cochran. Supervisor STATE OF ) ) ss: COUNTY OF On the~i-~ay of ~:~4~d.,~, 2001. before me the undersigned, a Notary Public in and for said State. personally appeared CHARLES V. SALICE, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the ndividuai, or the person individual acted, executed the instrument. t,~on behalf of which the NOTARY P~L~B£1C - STATE OF NEW YORK ) COUNTY OF SUFFOLK ) ss: MELANtE DOROSKI NOTARY PUgLIC, Stste of New YOE, No. 01D04634870 Qualified i[~ Suffolk County the~c~day On of,\~;/'6m~,/, 2001, before me the undersigned, a Notary Public in and for said State, personally~'" appeared ,,~'£8f/ /j.). ~ . personally known to me or proved to me on the basis of satisfactow evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me thane executed the same in ~capacity, and that by ~signature on the instrument, the individual, or t~e person upon behalf of which the individual acted, executed the instrument. ~ PU~IC, ~e of N~ NOTARY ,P~LIC No. 01D~70 ~lified ~ Suffolk C~ ~ ~WOodhUll,' R[itli~anne From: Sent: To: Subject: .Cushman, John Thursday, August 30, 2001 3:48 PM Woodhul~, Ruthanne Added space @ Feather Hill Charles SalJce, our landlord here at Feather Hill, told me that the space formerly occupied by the Village Cobbler is becornirJg available. It Js 450 sq. ft. with a basement -- no loft. Rent would be $525 per month. Jean may be interested in ~this space, maybe for Eddie.