Preview
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024
EXHIBIT 1
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024
NYSCEF DOC. NO. 7 RECEIVED NYsCEF: 03/ 22: 2 O2 A
Execution Version
COMMERCIAL LEASE AGREEMENT
1. Basic Provisions.
(a) Parties. This Lease is made effective as of the 8th day of July, 2021 (the "Effective
Date"), by and between 701 CHESTER STREET REALTY LLC, a New York limited liability
company ("Landlord"), and PARTS AUTHORITY, LLC, a Delaware limited liability company
"Parties,"
("Tenant") (collectively, the and individually, a "Party").
(b) Premises. That certain real property, including all improvements thereon, and
commonly known by the street address of 1827 Pitkin Avenue, Brooklyn, New York 11212 (the
"Premises"), consisting of a single story building containing approximately 12,000 square feet of
floor space (the"Building") located on that certain parcel(s) of land shown on Exhibit A attached.
(c) Term. Approximately five (5) years (the "Original Term") commencing on the
datehereof (the"Commencement Date") and continuing through and including June30, 2026 (the
"Expiration Date"), subject to extension by Tenant pursuant to Paragraph 3 below. The Original
"Term."
Term, plus any Extension Period, is referred to in this Lease as the
(d) Base Rent. In addition to the amount payable upon execution and delivery of this
Lease pursuant to Paragraph l(e) below, if any, during the Term base rent ("Base Rent") shall
payable on the first day of each calendar month in accordance with the Rent Schedule attached
hereto as Exhibit B.
(e) Security Deposit. None.
(f) Use of the Premises. The wholesale and retail sale of auto parts and the operation
of a warehouse and offices in connection with Tenant's auto parts business, it being acknowledged
and agreed that Tenant shall also be entitled to use the Premises for the same purposes and in the
same manner as the Premises have at any time been previously been used by Sellers (as hereinafter
Uses,"
defined), (the "Current and collectively with the use described above, the "Permitted
Use"). During the Term, Tenant and its agents, employees, contractors and invites shall have rights
ofaccess to the Premises, and the right to use and occupy the Premises, on a twenty-four hour-
(24)
a-day, seven (7) day-a-week basis (See also Paragraph 6 below).
(g) Brokers. The following real estate brokers (the "Brokers") and brokerage
relationships exist in this transaction: None
(h) Payment to Brokers. None.
(i) Purchase Aurcement. That certain Asset Purchase Agreement of even date
herewith among PARTS AUTHORITY, LLC, a Delaware limited liability company
("Purcltaser"), CONEY ISLAND AUTO HOLDINGS CORP., a New York corporation (the
"Company"), CONEY ISLAND AUTO PARTS, UNLIMITED INC., a New York corporation
("CIAPU'), CHESTER AUTO PARTS, INC., a New York corporation ("CAP"), BOULEVARD
PARTS LLC, a New York limited liability company ("BLVDP"), AMERICAN
INTERNATIONAL AUTO PARTS INC., a New York corporation ("AIAP"), 72-24 AUTO
PARTS LLC, a New York limited liability company ("72-24"), MILEED AUTO PARTS, INC..
("RTAP"
New Jersey corporation ("MAP"), RICHMOND TERRACE AUTO PARTS INC. and.
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024
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together with the Company, CIAPU, CAP, BLVDP, AIAP, 72-24, and MAP, each individually, a
"Seller"
and collectively, the "Sellers"), and DANIEL BEYDA (the "Shareholder").
(i) Attachments. Attached hereto are the following, each of which constitutes a part
of this Lease:
Exhibit A - Site Plan; and
Exhibit B - Base Rent Schedule.
2. Premises.
(a) Lettine. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises for the Term at the rental and upon all the terms, covenants and conditions
set forth in this Lease.
(b) Condition. Landlord shall deliver exclusive possession of the Premises to Tenant
on the Commencement Date in the condition required hereunder and warrants that the existing
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems
("HVAC") and all other systems serving the Premises, loading doors, surnp pumps, if any, and
all other such elements in the Premises (the "Building Systems"), shall be in good repair and in
good operating condition on the Commencement Date, that the structural elements of the roof,
bearing walls and foundation of the Premises (the "Structural Elements") shall be free of
material defects, and that the Premises shall not contain any asbestos containing materials or
other Hazardous Substances (as hereinafter defined) or hazardous levels of any mold or fungi
defined as toxic under applicable state or federal law. If a non-compliance with said warranty
exists as of the Commencement Date, or if any of the HV AC or other Building Systems or
Structural Elements should malfunction or fail within a period of six (6) months after the
Commencement Date ("Warranty Period"), Landlord shall, promptly after receipt of written
notice from Tenant setting forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify same at Landlord's sole cost and expense, subject to an aggregate
"deductible"
of Two Thousand Dollars ($2,000) for all such claims by Tenant.
(c) Compliance. Landlord warrants that (i) the improvements on the Premises and the
use of the Premises for the Permitted Use comply with all of the building codes, applicable laws,
covenants or restrictions of record, regulations and ordinances ("Applicable Requirements") that
as of the so-
are in effect date hereof, unless any such non-compliance is a legal non-conformity,
called, and (ii) no governmental permits, certificates or approvals will be required for the continued
use of the Premises by Tenant for the Current Uses. Without limiting the generality of the
foregoing, (x) Landlord warrants that the Building meets all current code requirements and if, at
any time, a governmental authority requires backflow devices, sprinklers or alterations or
improvements required for ADA compliance, all of the foregoing shall be the responsibility of
Landlord at its expense, and (y) the closure of all open building permits existing as of the
Commencement Date as well as obtaining any required equipment use permits for existing rooftop
I-]VAC units shall be the responsibility of Landlord at its expense. Landlord warrants that the
Premises shall
not contain any asbestos containing materials or other Hazardous Substances (as
hercinafter defined) or hazardous levels of any mold or fungi defined as toxic under Applicable
Requirements. If the Premises do not comply with said warranties, Landlord shall promptly after
receipt of written notice from Tenant setting forth with specificity the nature and extent of such
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024
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non-compliance, rectify the same at Landlord's sole cost and expense. If the Applicable
Requirements are hereafter changed so as to require during the Term the construction of an
addition to or an alteration of the Premises, the remediation of any Hazardous Substance or the
reinforcement or other physical modification of the Premises (a "CapitalExpenditure"), Landlord
and Tenant shall allocate the cost of such work as follows:
(i) Tenant's Responsibility for Costs. Subject to Paragraph 2(c)(iii) below, if
such Capital Expenditures are required as a result of the use of the Premises for the Permitted Use
(as opposed to use of the Premises in general) and which use continues for more than thirty (30)
days after written notice thereof from Landlord, Tenant shall be fully responsible for the cost
months'
thereof, provided, however, that if the cost of such Capital Expenditure exceeds six (6)
Base Rent, or if such notice is received within the last year of the Original Term or the then current
Extension Period, as applicable, Tenant may instead terminate this Lease unless Landlord notifies
Tenant, in writing, within ten (10) days after receipt of Tenant's termination notice, that Landlord
will pay for such Capital Expenditure. If Tenant elects termination, Tenant will (x) cease the use
of the Premises which requires such Capital Expenditure within sixty (60) days after receipt of
notice from Landlord, and (y) deliver to Landlord written notice specifying a termination date not
less than ninety (90) days after receipt of notice from Landlord. Such termination date shall,
however, in no event be earlier than the last day that Tenant could legally utilize the Premises
without commencing such Capital Expenditure.
(ii) Landlord's ResponsibilityforCosts. If such Capital Expenditure is not the
result of use of the Premises by Tenant for the Permitted Use (as opposed to use of the Premises
in general), then Landlord shall pay for such Capital Expenditure and Tenant shall only be
obligated to pay, each month during the remainder of the Term on the date on which the Base Rent
is due, an amount equal to 1/120 (0.8333%) of the portion of such costs reasonably attributabic to
the Premises. Tenant shall not be required to pay interest on the balance.
(iii) Application of Capital Expenditure Provisions. Notwithstanding the
the provisions Capital Expenditures are intended to to non-
foregoing, concerning apply only
voluntary, unexpected and new Applicable Requirements. If the Capital Expenditures by Tenant
are instead triggered by Tenant as a result of an actual or proposed material change in use from the
Permitted Use, or a material modification to the Premises, that continues for more than thirty (30)
days after written notice thereof from Landlord, then and in such event, Tenant shall either (x)
cease such changed use and/or take such other steps as may be necessary to eliminate the
requirement for such Capital Expenditure within thirty (30) days of written notice from Landlord,
or (y) complete such Capital Expenditure at its own expense.
'
(d) No Re-measurement. The parties acknowledge and agree that the Premises contains
the number of rentable square feet stated in the Basic Provisions. None of such rentable areas shall
be subject to re-measurement or adjustment.
3. Term. The Commencement Date, the Expiration Date and the Original Terrn are as
specified in Paragraph 1(c) above. In addition to the Original Term, Tenant shall have the right
and option to extend the term of this Lease for two (2) consecutive additional periods of five (5)
years cach (each an"ExtensionPeriod"), subject to the terms of Section 45 hereof.
4. Rent.
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 03/22 2024
(a) Rent Defined. All monetary obligations of Tenant to Landlord under the terms of
this Lease are deemed to be rent ("Rent"). in the event of nonpayment of any Rent not classified
as Base Rent, Landlord shall have all the rights and remedies with respect thereto as is herein
provided for in case of nonpayment of Base Rent.
(b) Payment. Tenant shall cause payment of Rent to be received by Landlord in lawful
money of the United States, without offset, reduction, deduction and/or counterclaim (except as
specifically permitted in this Lease), on or before the day on which it is due. Rent for any period
during the Term which is for less than one full calendar month shall be prorated based upon the
actual number of days of said calendar month. Payment of Rent shall be made to Landlord at its
address stated herein or to such other persons or place as Landlord may from time to time designate
in writing. Tenant shall have the option to make payments of Rent by ACH or electronic funds
transfer ofimmediately available funds to such account as Landlord may from time to time direct
in writing. Acceptance of a payment which is less than the arnount then due shall not be a waiver
of Landlord's rights to the balance of such Rent, regardless of Landlord's endorsernent of any
check so stating. Base Rent shall be payable in equal monthly installments in advance on the first
day of each month during the Term commencing upon the Commencement Date, without any
setoff or deduction whatsoever except as otherwise provided in this Lease (except that the first full
monthly installment thereof shall be paid on the execution and delivery of this Lease).
(c) SPA Setoff. Notwithstanding the preceding sentence or anything contained in this
Lease to the contrary, and in order to induce Tenant to enter into the Purchase Agreement and this
days'
Lease, Landlord agrees that Tenant shall have the right, upon not less than thirty (30) prior
written notice to Landlord, to set off and deduct Allowable SPA Setoffs from any surns due
Landlord under this Lease, and any such set off or deduction shall not be deemed to be a default
Setoff"
by Tenant under this Lease. For purposes of this Section 4(b), an "Allowable SPA shall
mean: (i) amounts determined by any court or governmental body of competent jurisdiction after
exhaustion of any appeal that Landlord owed Tenant pursuant to the terms of the Purchase
Agreement (or any agreement or document made or delivered to Tenant in connection with the
closing under the Purchase Agreement); (ii) which are not paid by Landlord or any affiliate thereof
to Tenant; and (iii) which are not otherwise or elsewhere setoff against any amounts due Landlord
or any affiliate thereof.
(c) Legal Requirements. If any of the Rent payable under the terms of this Lease shall
be or become uncollectible;reduced or required to be refunded because ofany rent control, federal,
state or local law, regulation, proclamation or other Legal Requirement not currently in effect,
Tenant shall enter into such agreement(s) and take such other steps (without additional expense to
Tenant, the acceleration of any expense by Tenant or any other adverse effect on Tenant) as
Landlord may reasonably request and as may be legally permissible to permit Landlord to collect
the maximum rent which, from time to time, during the continuance of such legal rent restriction
may be legally permissible (and not in excess of the amounts then reserved therefor under this
Lease). Upon the termination of such legal rent restriction, (a) the Base Rent and additional rent
shall become and shall thereafter be payable in accordance with the amounts reserved herein for
the periods following such termination and (b) Tenant shall promptly pay in full to Landlord,
unless expressly prohibited by applicable Legal Requirements, an amount
to (i) rentals which equal
would have been paid pursuant to this Lease but for such legal rent restriction less (ii) the Rent
actually paid by Tenant during the period such legal rent restriction was in effect. "Legal
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 03/22 2C24
Requirements"
shall mean any and all applicable past, present and future laws, regulations, and
codes, extraordinary as well as ordinary, of all governmental authorities, in each case, affecting
the Building, or the Premises or the maintenance, use or occupation thereof, or any street or
sidewalk comprising a part of or in front thereof or any vault in or under the Building or Premises.
5. Security Deposit. Tenant shall deposit with Landlord upon execution hereof the Security
Deposit, if any, as security for Tenant's faithful performance of its obligations under this Lease. If
Tenant fails to pay Rent or otherwise Defaults (as hereinafter defined) under this Lease and such
Default continues beyond any applicable notice and cure period, Landlord may use, apply or retain
all or any portion of the Security Deposit for the payment of any amount already due Landlord
and/or to reimburse or compensate Landlord for any liability, expense, loss or damage which
Landlord may suffer or incur by reason thereof. If Landlord properly uses or applies all or any
portion of the Security Deposit, Tenant shall within ten (10) days after written request therefor,
deposit monies with Landlord sufficient to restore said Security Deposit to the full amount required
by this Lease. Within thirty (30) days after the expiration or termination of this Lease, Landlord
shallreturn thatportion of the Security Deposit not used or applied by Landlord as provided herein.
Landlord shall upon written request provide an accounting Tenant
showing with
how that portion
of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be
considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by
Tenant under this Lease. Notwithstanding the foregoing, in the event Tenant is more than ten (10)
days late in any payment of any Rent more than two (2) times in any twelve consecutive
(12)
month Landlord shall have the right to demand an increase in the Deposit
period, Security by an
amount equal to two
Preview
FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024 EXHIBIT 1 FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024 NYSCEF DOC. NO. 7 RECEIVED NYsCEF: 03/ 22: 2 O2 A Execution Version COMMERCIAL LEASE AGREEMENT 1. Basic Provisions. (a) Parties. This Lease is made effective as of the 8th day of July, 2021 (the "Effective Date"), by and between 701 CHESTER STREET REALTY LLC, a New York limited liability company ("Landlord"), and PARTS AUTHORITY, LLC, a Delaware limited liability company "Parties," ("Tenant") (collectively, the and individually, a "Party"). (b) Premises. That certain real property, including all improvements thereon, and commonly known by the street address of 1827 Pitkin Avenue, Brooklyn, New York 11212 (the "Premises"), consisting of a single story building containing approximately 12,000 square feet of floor space (the"Building") located on that certain parcel(s) of land shown on Exhibit A attached. (c) Term. Approximately five (5) years (the "Original Term") commencing on the datehereof (the"Commencement Date") and continuing through and including June30, 2026 (the "Expiration Date"), subject to extension by Tenant pursuant to Paragraph 3 below. The Original "Term." Term, plus any Extension Period, is referred to in this Lease as the (d) Base Rent. In addition to the amount payable upon execution and delivery of this Lease pursuant to Paragraph l(e) below, if any, during the Term base rent ("Base Rent") shall payable on the first day of each calendar month in accordance with the Rent Schedule attached hereto as Exhibit B. (e) Security Deposit. None. (f) Use of the Premises. The wholesale and retail sale of auto parts and the operation of a warehouse and offices in connection with Tenant's auto parts business, it being acknowledged and agreed that Tenant shall also be entitled to use the Premises for the same purposes and in the same manner as the Premises have at any time been previously been used by Sellers (as hereinafter Uses," defined), (the "Current and collectively with the use described above, the "Permitted Use"). During the Term, Tenant and its agents, employees, contractors and invites shall have rights ofaccess to the Premises, and the right to use and occupy the Premises, on a twenty-four hour- (24) a-day, seven (7) day-a-week basis (See also Paragraph 6 below). (g) Brokers. The following real estate brokers (the "Brokers") and brokerage relationships exist in this transaction: None (h) Payment to Brokers. None. (i) Purchase Aurcement. That certain Asset Purchase Agreement of even date herewith among PARTS AUTHORITY, LLC, a Delaware limited liability company ("Purcltaser"), CONEY ISLAND AUTO HOLDINGS CORP., a New York corporation (the "Company"), CONEY ISLAND AUTO PARTS, UNLIMITED INC., a New York corporation ("CIAPU'), CHESTER AUTO PARTS, INC., a New York corporation ("CAP"), BOULEVARD PARTS LLC, a New York limited liability company ("BLVDP"), AMERICAN INTERNATIONAL AUTO PARTS INC., a New York corporation ("AIAP"), 72-24 AUTO PARTS LLC, a New York limited liability company ("72-24"), MILEED AUTO PARTS, INC.. ("RTAP" New Jersey corporation ("MAP"), RICHMOND TERRACE AUTO PARTS INC. and. FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024 ..-.-....... NYSCEF ......,--8 DOC. NO. ---.... --.... ....- ...-.... . .- RECEIVED NYSCEF: 04/15/2024 NYSCEF DOC. NO, 7 RECETVED NYSCEF: 03/22 2024 together with the Company, CIAPU, CAP, BLVDP, AIAP, 72-24, and MAP, each individually, a "Seller" and collectively, the "Sellers"), and DANIEL BEYDA (the "Shareholder"). (i) Attachments. Attached hereto are the following, each of which constitutes a part of this Lease: Exhibit A - Site Plan; and Exhibit B - Base Rent Schedule. 2. Premises. (a) Lettine. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises for the Term at the rental and upon all the terms, covenants and conditions set forth in this Lease. (b) Condition. Landlord shall deliver exclusive possession of the Premises to Tenant on the Commencement Date in the condition required hereunder and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC") and all other systems serving the Premises, loading doors, surnp pumps, if any, and all other such elements in the Premises (the "Building Systems"), shall be in good repair and in good operating condition on the Commencement Date, that the structural elements of the roof, bearing walls and foundation of the Premises (the "Structural Elements") shall be free of material defects, and that the Premises shall not contain any asbestos containing materials or other Hazardous Substances (as hereinafter defined) or hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Commencement Date, or if any of the HV AC or other Building Systems or Structural Elements should malfunction or fail within a period of six (6) months after the Commencement Date ("Warranty Period"), Landlord shall, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Landlord's sole cost and expense, subject to an aggregate "deductible" of Two Thousand Dollars ($2,000) for all such claims by Tenant. (c) Compliance. Landlord warrants that (i) the improvements on the Premises and the use of the Premises for the Permitted Use comply with all of the building codes, applicable laws, covenants or restrictions of record, regulations and ordinances ("Applicable Requirements") that as of the so- are in effect date hereof, unless any such non-compliance is a legal non-conformity, called, and (ii) no governmental permits, certificates or approvals will be required for the continued use of the Premises by Tenant for the Current Uses. Without limiting the generality of the foregoing, (x) Landlord warrants that the Building meets all current code requirements and if, at any time, a governmental authority requires backflow devices, sprinklers or alterations or improvements required for ADA compliance, all of the foregoing shall be the responsibility of Landlord at its expense, and (y) the closure of all open building permits existing as of the Commencement Date as well as obtaining any required equipment use permits for existing rooftop I-]VAC units shall be the responsibility of Landlord at its expense. Landlord warrants that the Premises shall not contain any asbestos containing materials or other Hazardous Substances (as hercinafter defined) or hazardous levels of any mold or fungi defined as toxic under Applicable Requirements. If the Premises do not comply with said warranties, Landlord shall promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024 .. ..-..... NYSCEF -... 8 DOC. . NO. ....., -... -... ..--- -.. ...- . ... . ...-, RECEIVED NYSCEF: 04/15/2024 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 03 22. 2024 non-compliance, rectify the same at Landlord's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the Term the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance or the reinforcement or other physical modification of the Premises (a "CapitalExpenditure"), Landlord and Tenant shall allocate the cost of such work as follows: (i) Tenant's Responsibility for Costs. Subject to Paragraph 2(c)(iii) below, if such Capital Expenditures are required as a result of the use of the Premises for the Permitted Use (as opposed to use of the Premises in general) and which use continues for more than thirty (30) days after written notice thereof from Landlord, Tenant shall be fully responsible for the cost months' thereof, provided, however, that if the cost of such Capital Expenditure exceeds six (6) Base Rent, or if such notice is received within the last year of the Original Term or the then current Extension Period, as applicable, Tenant may instead terminate this Lease unless Landlord notifies Tenant, in writing, within ten (10) days after receipt of Tenant's termination notice, that Landlord will pay for such Capital Expenditure. If Tenant elects termination, Tenant will (x) cease the use of the Premises which requires such Capital Expenditure within sixty (60) days after receipt of notice from Landlord, and (y) deliver to Landlord written notice specifying a termination date not less than ninety (90) days after receipt of notice from Landlord. Such termination date shall, however, in no event be earlier than the last day that Tenant could legally utilize the Premises without commencing such Capital Expenditure. (ii) Landlord's ResponsibilityforCosts. If such Capital Expenditure is not the result of use of the Premises by Tenant for the Permitted Use (as opposed to use of the Premises in general), then Landlord shall pay for such Capital Expenditure and Tenant shall only be obligated to pay, each month during the remainder of the Term on the date on which the Base Rent is due, an amount equal to 1/120 (0.8333%) of the portion of such costs reasonably attributabic to the Premises. Tenant shall not be required to pay interest on the balance. (iii) Application of Capital Expenditure Provisions. Notwithstanding the the provisions Capital Expenditures are intended to to non- foregoing, concerning apply only voluntary, unexpected and new Applicable Requirements. If the Capital Expenditures by Tenant are instead triggered by Tenant as a result of an actual or proposed material change in use from the Permitted Use, or a material modification to the Premises, that continues for more than thirty (30) days after written notice thereof from Landlord, then and in such event, Tenant shall either (x) cease such changed use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure within thirty (30) days of written notice from Landlord, or (y) complete such Capital Expenditure at its own expense. ' (d) No Re-measurement. The parties acknowledge and agree that the Premises contains the number of rentable square feet stated in the Basic Provisions. None of such rentable areas shall be subject to re-measurement or adjustment. 3. Term. The Commencement Date, the Expiration Date and the Original Terrn are as specified in Paragraph 1(c) above. In addition to the Original Term, Tenant shall have the right and option to extend the term of this Lease for two (2) consecutive additional periods of five (5) years cach (each an"ExtensionPeriod"), subject to the terms of Section 45 hereof. 4. Rent. FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 03/22 2024 (a) Rent Defined. All monetary obligations of Tenant to Landlord under the terms of this Lease are deemed to be rent ("Rent"). in the event of nonpayment of any Rent not classified as Base Rent, Landlord shall have all the rights and remedies with respect thereto as is herein provided for in case of nonpayment of Base Rent. (b) Payment. Tenant shall cause payment of Rent to be received by Landlord in lawful money of the United States, without offset, reduction, deduction and/or counterclaim (except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the Term which is for less than one full calendar month shall be prorated based upon the actual number of days of said calendar month. Payment of Rent shall be made to Landlord at its address stated herein or to such other persons or place as Landlord may from time to time designate in writing. Tenant shall have the option to make payments of Rent by ACH or electronic funds transfer ofimmediately available funds to such account as Landlord may from time to time direct in writing. Acceptance of a payment which is less than the arnount then due shall not be a waiver of Landlord's rights to the balance of such Rent, regardless of Landlord's endorsernent of any check so stating. Base Rent shall be payable in equal monthly installments in advance on the first day of each month during the Term commencing upon the Commencement Date, without any setoff or deduction whatsoever except as otherwise provided in this Lease (except that the first full monthly installment thereof shall be paid on the execution and delivery of this Lease). (c) SPA Setoff. Notwithstanding the preceding sentence or anything contained in this Lease to the contrary, and in order to induce Tenant to enter into the Purchase Agreement and this days' Lease, Landlord agrees that Tenant shall have the right, upon not less than thirty (30) prior written notice to Landlord, to set off and deduct Allowable SPA Setoffs from any surns due Landlord under this Lease, and any such set off or deduction shall not be deemed to be a default Setoff" by Tenant under this Lease. For purposes of this Section 4(b), an "Allowable SPA shall mean: (i) amounts determined by any court or governmental body of competent jurisdiction after exhaustion of any appeal that Landlord owed Tenant pursuant to the terms of the Purchase Agreement (or any agreement or document made or delivered to Tenant in connection with the closing under the Purchase Agreement); (ii) which are not paid by Landlord or any affiliate thereof to Tenant; and (iii) which are not otherwise or elsewhere setoff against any amounts due Landlord or any affiliate thereof. (c) Legal Requirements. If any of the Rent payable under the terms of this Lease shall be or become uncollectible;reduced or required to be refunded because ofany rent control, federal, state or local law, regulation, proclamation or other Legal Requirement not currently in effect, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant, the acceleration of any expense by Tenant or any other adverse effect on Tenant) as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rent which, from time to time, during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts then reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a) the Base Rent and additional rent shall become and shall thereafter be payable in accordance with the amounts reserved herein for the periods following such termination and (b) Tenant shall promptly pay in full to Landlord, unless expressly prohibited by applicable Legal Requirements, an amount to (i) rentals which equal would have been paid pursuant to this Lease but for such legal rent restriction less (ii) the Rent actually paid by Tenant during the period such legal rent restriction was in effect. "Legal FILED: KINGS COUNTY CLERK 04/15/2024 03:50 PM INDEX NO. 510729/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 04/15/2024 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 03/22 2C24 Requirements" shall mean any and all applicable past, present and future laws, regulations, and codes, extraordinary as well as ordinary, of all governmental authorities, in each case, affecting the Building, or the Premises or the maintenance, use or occupation thereof, or any street or sidewalk comprising a part of or in front thereof or any vault in or under the Building or Premises. 5. Security Deposit. Tenant shall deposit with Landlord upon execution hereof the Security Deposit, if any, as security for Tenant's faithful performance of its obligations under this Lease. If Tenant fails to pay Rent or otherwise Defaults (as hereinafter defined) under this Lease and such Default continues beyond any applicable notice and cure period, Landlord may use, apply or retain all or any portion of the Security Deposit for the payment of any amount already due Landlord and/or to reimburse or compensate Landlord for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof. If Landlord properly uses or applies all or any portion of the Security Deposit, Tenant shall within ten (10) days after written request therefor, deposit monies with Landlord sufficient to restore said Security Deposit to the full amount required by this Lease. Within thirty (30) days after the expiration or termination of this Lease, Landlord shallreturn thatportion of the Security Deposit not used or applied by Landlord as provided herein. Landlord shall upon written request provide an accounting Tenant showing with how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Tenant under this Lease. Notwithstanding the foregoing, in the event Tenant is more than ten (10) days late in any payment of any Rent more than two (2) times in any twelve consecutive (12) month Landlord shall have the right to demand an increase in the Deposit period, Security by an amount equal to two