EFTA00597016.pdf

AO £40Inav 1401 Strnmons.n•Cmi Actor, niteb Sttt esl totrirt (Court SOUTHERN DISTRICT OF NEW YORK UNITED STATES OF AMERICA, Plaintiff, SUMMONS IN A CIVIL ACTION V. CASE NUMBER: JEFFREY EPSTEIN and IVAN FISHER, 0,1 TO: Mr* inel Awns a Ovnimi IVAN FISHER 34 East 69th Street New York, NY 10021 YOU ARE HEREBY SUMMONED and required to file with the Clerk of this Court and serve upon PLAINTIFFS ATTORNEY in,.. sae addross) M. CHINTA GASTON Assistant United States Attorney 100 Church Street — 1943 New York, New York 10007 an answer to the complaint which is herewith served upon you, within 60 days after service of this summons upon you, exclusive of the day of service. If you fail to do so, judgment by default will be taken against you for the relief demanded in the complaint. CLERK PARKISON Ii0v.4103. DATE BY DEPUTY CLERK EFTA00597016 MARY JO WHITE United States Attorney By: M. CHINTA GASTON (MG - 8392) Assistant United States Attorney 100 Church Street -- 19th Floor New York, New York 10007 Tel./ (212) 385-6376 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x UNITED STATES OF AMERICA, Plaintiff, - against - COMPLAINT 96 Civ.3307(CC ) JEFFREY E. EPSTEIN AND IVAN FISHER, Defendants. Plaintiff, the United States of America, by its attorney, Mary Jo White, United States Attorney for the Southern District of New York, for its complaint against defendants, alleges upon information and belief as follows: 1. Plaintiff, the United States of America on behalf of the Office of Foreign Missions of the Department of State ("OFM" or the "Government") is the custodian of the residence of the former Iranian Ambassador to the United Nations, which is located at 34 East 69th Street, New York, New York (the "Premises"). 2. Defendant Jeffrey E. Epstein ("Epstein") is a resident of the City of New York and party to a residential lease with OFM for the Premises. 3. Defendant Ivan Fisher ("Fisher") is a resident of the City of New York and is an unapproved subtenant currently residing at the Premises. EFTA00597017  4. This Court has jurisdiction by virtue of 28 U.S.C. § 1345 because the United States is a party. 5. Venue in this district is proper pursuant to 28 U.S.C. § 1391 because this is the district in which the defendants reside and because this is the district in which the claim arose. 6. Although the Premises belong to the Government of Iran, OFM functions as the custodian of this and other Iranian properties that have been frozen pursuant to the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C.App. S 1701(a), and applicable Executive Orders. OFM manages and leases the Premises pursuant to the terms of a license granted by the Office of Foreign Assets Control of the United States Department of Treasury under the authority of IEEPA. 7. As property of a foreign sovereign that the United States government has frozen, and now administers, in accordance with federal law, the Premises is not subject to the New York City Rent Law and Rehabilitation Law, the New York City Rent Stabilization Law, or any other state or city law or regulation. 8. On or about February 1, 1992, the OFM entered into a written lease with Epstein for use and occupancy of the Premises. A true copy of the Lease is attached as Exhibit A and is incorporated herein by reference. 9. The term of the Lease was from February 1, 1992 through January 31, 1994. 10. On or about August 28, 1992, Epstein and OFM entered into an amendment to the Lease, which, inter alia, extended the term of the Lease through January 31, 1997 (the 2 EFTA00597018 "Lease Amendment"). A true copy of the Lease Amendment is attached as Exhibit B and is incorporated herein by reference. The Lease Amendment was made retroactively effective to February 1, 1992. 11. The Lease requires that the Premises be occupied only by Epstein, along with his wife and children, if any, as their personal residence, and/or by Epstein's personal servants or employees. 12. The Lease also permits Epstein to have approved subtenants or assignees, but any sublet or assignment requires advance written permission from OFM. 13. Under the Lease Amendment, Epstein has a "right of first refusal" to lease the Premises again at the end of the lease term, at the then fair market rental of the Premises. 14. On or about February 1, 1992, defendant Epstein took possession of the Premises. 15. On or about January 3, 1996, Epstein vacated the Premises. Epstein did not advise OFM that he had vacated the Premises. 16. Epstein failed to make timely rent payments for February and March 1996. 11. By letter dated April 19, 1996, Epstein informed OFM, through his attorney, that he wished to sublet the Premises or assign the Lease to Ivan Fisher. 12. By letter dated April 26, 1996, the Government informed Epstein that it would not approve a sublease or assignment of the Premises to Fisher. 3 EFTA00597019  17. Despite the Government's refusal to approve Ivan • Fisher as a subtenant, Epstein entered into a sublease for the Premises with Ivan Fisher on or about May 7, 1996 (the "Sublease"). A true copy of the Sublease is attached as Exhibit C and is incorporated herein by reference. 13. On or about May 16, 1996, a Government employee visited the premises and found that Fisher was occupying and using the Premises as his home. 14. By letter dated June 3, 1996, sent to Epstein by certified mail-return receipt requested, the Government notified Epstein that he was in default of the Lease and Lease Amendment for not occupying the Premises personally and for permitting an unapproved subtenant to occupy the Premises (the "Notice of Default"). The Notice of Default granted Epstein thirty days to cure the default. True copies of the Notice of Default and the certified mail receipt are attached as Exhibit D and incorporated herein by reference. 18. On or about July 19, 1996, a Government employee visited the Premises and confirmed that Fisher continued to occupy the Premises. 19. By letter dated August 7, 1996, sent to Epstein by certified mail-return receipt requested, the Government informed Epstein that in light of his failure to correct the default and pursuant to the terms of the Lease, the Lease would be terminated as of August 23, 1996 (the "Termination Notice"). The Termination Notice directed Epstein to have the Premises vacated and to return the keys to the OFM by August 20, 1996. True 4 EFTA00597020 copies of the Termination Notice and the certified mail receipt are attached as Exhibit E and incorporated herein by reference. 20. As of October 30, 1996, Epstein has not relinquished the Premises to the Government and Fisher remained in residence at the Premises. WHEREFORE, the Government prays for a judgment against defendants Epstein and Fisher: (a) terminating the Lease and Lease Amendment; (b) awarding possession of the Premises to the Government; (c) for all unpaid use and occupancy, including use and occupancy accruing and unpaid after the date of this action; (d) for attorneys' fees and the other costs and liquidated damages specified in the lease; and (e) for such other relief as the Court deems just. Dated: New York, New York October 30, 1996 MARY JO WHITE United States Attorney for the Southern District of New York Attorney for the Plaintiff By: M. CHINTA GASTON (MC - 8392) Assistant United States Attorney 100 Church Street, 19th Floor New York, New York 10007 Telephone: (212) 385-6376 5 EFTA00597021 EXHIBIT A EFTA00597022  LEASE AGREEMENT Landlord and Tenant agree to lease the Premises at the rent and for the term stated as follows: Landlord: OFFICE OF FOREIGN MISSIONS DEPARTMENT STATE 2201 C Street, . Room 2236 Washington, Gas Tenant: Jeffrey E. Epstein Wexner investment Company 34 East 69th Sheet Now York, New York 10022 Premisos: 34 East 49th Street, Pew York, New York rccr.".3 Jill.. <7 1 Lease Terrn: 3 Years; beginning Jettaerrttrt991- f - fife- through January 31, 1994 • USE The Premises will be occupied by: (1) Tenant, his/her spouse (If any), and his/her children Of any) as their personal residence: (II) Tenant's personal servants and employees: and/or (1il) approved subtenants or approved assignees and their respective families, and for no other purpose. RENT The rent payment for each month must be paid on the first day of that month at Landlord's (Richest at forth above. Rent received tater than the tenth business day of any month Mat be accompanied by a late fee amounting to 2% of the rent payable for such month. Such late too wilt bo deemed additional rent. In no event may any amount be subtracted from H. The first month's rent Is to be paid when Tenant signs this lease, If Tenant falls to payageddittonal font on time, Landlord shall have the same righ inst Tenant as If It were a !allure to pay rent, Rent payments shall be made as folioWs: 1&4. /toe cirm"encena..f rie.rt iri a. *Ind. Twelve thousand dollars ($13,000) per month shall be payable thereafter on the first of each month, during the first 2 years of the term of the lease. Commencing February 1, 1994, thirteen thousand dollars ($13,000) per month shall be paid on the first of each month for the bdance of the term of the lease agreement. EFTA00597023  -2- SECURITY At the time the tease Is signed the Tenant will give security deposit to Landlord in the amount of $12,000. if Tenantafully compiles with all the terms of this lease, Landlord will security deposit to Tenant within fifteen (15) days afterreturn the the term ends. Landlord shall place the security deposit in an Interest bearing account paying the prevailing rate. Tenant shall be entitled to the interest earned on such security deposit, less one (1%) pencentum of such interest which Landlord may retain for administrative costs. If Tenant does not fully comp ly with the terms of this lease, Landlord may, following the expir ation of the applicable grace and cure periods oiler notice, use the deposit to pay amounts owed by Tenant pursuant to this secu lease rity during the course of this lease, Landlord sells the Prem . if Landlord will transfer the security deposit to the ises, event, Tenant will look to the buyer for the returnbuye of r and, In that the deposit. Tenant may not utilize the security deposit as security shall not apply same to the lost month's rent. rent and UTILITIES AND SERVICE Tenant Mall pay for the following utilitie and services billed by the public utility or other third pattys supp lying when some gas, water, electric, fuel, telephone, gardening, extermina : and trash removaL The foregoing sentence is not inten ting and does not create any third party beneficiaries or any ded to anyone not a party to this lease. rights In An elevator maintenance service contr maintained, continued and paid for by Landact shall be lord. sentence Is not Intended to and does not create The foregoing arty third party beneficiaries or any rights In anyone not a party to Tenant shall maintain The security alarm system. this lease. REPAIRS, ALTERATIONS •• Subject to the provisions of this lease Tenant r."-if I. at the end of the fawn return the Premises, and all shall keep, and ;:- equipment, furniture, furnishings and other appliances, perso nal Therein clean and in good order and repair, but nothi property contained herein or otherwise is intended to nor ng in landlord any ownership Interest in any of Tena shall It: (I) create nt's Personally; or (II) cause Tenant to be responsible for repairing EFTA00597024  -3- or maintaining the structural elements or roof of the Premises or the elevator therein, all of which Landlord hereby agrees to maintain and repair. Tenant shall not be responsible (or ordinary wear and tear or damage by acts of God or other similar casualties or the element., tf Tenant falls to maintain the Premises as aforesaid, Landlord may, following the expiration of the applicable grace and cure periods after notice, make such repairs and charge Tenant the reasonable cost of same. Tenant may not after, change or add to the Premises without the advance permission of Landlord. Landlord shall have thirty calendar days tonowIng Tenant's written request for such permissions In which to notify Tenant of any disapproval Work which is not disapproved within that lime shall be deemed approved. All permits or tees which may be required In connection with on approved request shall be at tenant expense. All improvements done by a previous tenant Indicated on the attached list entitled 'Chandeliers, Sconces, Mirrors,' have become the sole property of Landlord and may not be disposed of without the Landlord's written consent. CARE OF PREMISES, GROUNDS Tenant shall keep the grounds around the Premises neat and clean. Vehicles may be driven or parked only in driveways or in the garage. FIRE, DAMAGE Tenant shall give Landlord immediate notice In case of fire or other damage to the Premises. Landlord WIN have the right to repair the damage within a reasonable period of time or tf the damage is so substantial that It cannot be repotted within a reasonable period of the, to cancel this lease. Tenant shall pay rent only to the date of the fire or damage. tf Landlord don not repair the Premises within three months of date of damage Tenant shall have the right to terminate the lease. LIABILITY Landlord shall not be liable for loss, expense or damage to any person or property caused by Tenant, Tenant's family, guests, Invitees, Independent contractors or employees. Tenant is responsible for all acts of tenant, Tenant's Family, employees, guests, Independent contractors and Invitees. Tenant shall not be responsible for damage caused by Landlord, his servants, employees, Independent contractors or Invitees. EFTA00597025  -4- ASSIGNMENT, SUBLET Tenant may sublet all or pal of the Premises, ar assign this lease or permit any other person to use the Premises with the advance written permission of Landlord. LANDLORD MAY EMIR, KEYS, SIGNS Except III cairn 01life-threalentng or properly-threatening emergency, Landlord win give Tenant reasonable notice and will only enter the Premises at reasonable times, to examine, make repairs or alterations, or to *low the Premises to possible buyers, lenders or tenants. Tenant shall ghee fo Landlord keys to all locks. Locks may not be changed or attentions:3i locks Installed wtthout Landlord's advance consent, which consent shall not be unreasonably delayed or withheld. Doors shall be locked at all times they are not In use. Windows shall be locked when Tenant is out. CONDEMNAtION It all of the premises Is taken or condemned by o legal outhorIty, the term hereof, and Tenant's rights hereunder, shall end as of the date the authority takes title of the Premises. If a material part of the Premises Is taken, Landlord may cancel this lease on notice to Tenant setting forth a cancellation date not less than thirty (30) days from the date oft?* note*. it the Ina Is cancelled, Tenant shall deliver the Premises to Landlord on the cancellation date together with an rent due to that date. The award for any taking shall be apportioned between Landlord, who Is entitled to that portion derived from the state of the ?remits's on the date fhls lease is signed ( and any Improvements made by Landlord) and Tenant, who Is 'relied-to that portion derived from any Improvements made by Tenant. COMPLIANCE WITH AUTHORMES Tenant *all, at Tenant's cost, promptly comply with an orders, toles and directions of di governmental authorities, property owners' assoclatioru, Insurance carriers, Board of Fire Underwriters or shrike group which are property Issued to and directed to the particular uses Tenant Is making of the Insurance premiums, If any, but If Tenant causes Landlord's Insurance premiums to be Increased, Tenant shall compensate Landlord for such additional costs. EFTA00597026  4- TENANTS DEFAULTS AND LANDLORD'S REMEDIES A. Landlord shall give: (I) ten (10) days mitten notice to Tenant to cure any (allure to pay rent or additional rent on time; and (II) thirty (30) days written notice to tenant to cure: (a) an unapproved assignment of this lease, unapproved subletting of all or part of the Premises or allowing another to use the Premises wtthout Landlord's approval; (b) unlawful conduct by Tenant or another occupant of the Premises; or (o) any other defcat under this lease, unless tarn* Is not susceptible to being cured within the tune period set forth herein, in which event Tenant shall be entitled to a cure period equal to the time period that Is necessary to cure the default provided Tenant is attempting diligently to effect such cure. E. If Tenant faits to correct a default within the applicable period sot forth above after nonce, Landlord may cancel this lease by giving tenant a written ten (ID) day notice stating the date the term will end. On that date the term hereof and tenant's rights in fi ts lease shag end and Tenantshall leave Premises and give Landlord the Keys.: 'Tenant shall Continue to be responsible for rent accrued prior to such termination as well as for all other obligations that accrued under this lease prior to such termination In respect of time periods prior thereof. C. If this lease Is cancelled, Landlord may, In addttlon to its other remedies hereunder, remove any person or property therefrom; or (b) use dispossess, eviction or other lawsuit method to take back the Premises. D. If the Lease Is terminated as result of Tenant's default hereunder beyond ail applicable grace and cute periods, Landlord may no-rent the Premises and anything in It for any term. Landlord may re-rent for a lower rent and give allowance to the new tenant. Tenant shall be responsible for Landlord's s reasonable costs or re-renting. CORRECTING TENANTS DEFAULT If Tenant falls to correct a default hereunder after the expiration ofIto applicable grace and cur. period following notice, Landlord may correct It for Tenant at Tenant's expense. EFTA00597027  -6- CANCELLATION In the event that diplomatic ►elation are re-established between the United States Government and the Government of Iran Tenant shall be given one hundred eighty days (180) written notice during the nye year of the lease and ono hundred twenty days (120) thereafter prior to the rent due date to vacate the premises without damage to Landlord. Otherwise, except In the cases of an uncured default by Tenant or tmrepa1rable damage covered in the paragraphs entitled 'TENANTS DEFAULTS AND LANDLORD'S REMEDIES" Landlord will not terminate this lease. ILLEGALITY If any part of this lease Is not legal, the rest of the lease will be unaffected; provided, however, that Tenant shall have no obligation under the lease It Landlord don not provide Tenant with use and occupancy and quiet enjoyment of the promises. NO WAIVER Landlord's (allure to enforce any terms of this lease shall not prevent Landlord from enforcing such terms at a later time. QUIET ENJOYMENT Landlord agrees that If Tenant pays the rent and is not In default under this lease, Tenant may peaceably and quietly hove, hold and enjoy the premises for the term of this lease. SUCCESSORS Thit lease is binding on Landlord and will Inure to the benefit of all parties who lawfully succeed to the rights or take the place of Tenant. REPRESENTATIONS, CHANGES IN LEASE Tenant has read this tease. All promises made by Landlord are In this lease. There are no others. This lease may be changed only by an agreement In writing signed by and delivered to each party. PARAGRAPH HEADINGS The paragraph headings are for convenience only. EFTA00597028  _7_ EFFECTIVE DATE This lease Is effective when Landlord delivers lo Tenon? a copy signed by an partial. INSURANCE Tenant shall be responsible for obtaining or teeing that Tenant's contractors performing the approved renovation work have adequate Insurance. TENANTS RIGHTS IF LANDLORD SELLS Should Landlord decide to soil the Premises, Tenant shall have a 'right of first refusal' to purchase the Promises al a price commensurate with the current market value. AUTHORITY This lease Is being entered into pursuant to the Foreign Missions Act of 1982, 22 U.S.C. 4306 (d) In that it Is 'entered Info without regard to laws and regulations otherwise applicable to solicitation, administration, and performance of government contracts.' // id NAML: Hory W. Porter III MI: Deputy Director Office of ore grit Missions DATE: 2., IESIANT NAME: 4.ff yT Epstein TITLE: Pre ant We nor investment Company DATE: EFTA00597029 EXHIBIT B EFTA00597030  alialIDANNT ASSINDXSOT WO. 1 to the Lease effective February 1, 1092 by and between office of Foreign Missions, Department of State, as Landlord, and Jeffrey E. Epstein, as Tenant. IMINIMIENE wERREAS, Landlord and Tenant are parties to a certain lease (the "Lease") effective as of February 1, 1993 for the use and occupancy of the ?retrainee known es 34 East 67th Street, New York, New York (the "Premises"); and wanness, Landlord and Tenant desire to modify the terms of the !saes as provided herein. 101, 7NICREP0RN, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, it is agreed as follows: 1. All capitalised terms used herein shall have the sane meaning as such terms ere given in the Lease, unless the context clearly requires otherwise. 2. Anything contained in the Lease to the contrary notwithstanding, the Lease term shall be the five (3) year period beginning on February 1, 1992 and ending on January 31, 1997; subject however, during the period commencing February 1, 11,92 and terminating January 31, 1995, to the Landlord's right to terminate the Leans term pursuant to the paragraph of the Leann entitled "cancellation" on page 6 of the Lease. EFTA00597031  3. During the period =flouncing upon February 1, 1995 and throughout the remainder of the term of the Lease, the paragraph of the Lease entitled "Cancellation" on page 6 of the Lease shall be asended to read as follows* In the event that custodial responsibility for the Premises is relinquished by the Department of State, thin Lease say be terminated upon one hundred twenty (120) days written notice prior to the rant due date to vacate the promisee without damage to Landlord. Otherwise, except in the cases of an uncured default by Tenant or unreparable damage covered in the paragraph entitled "TENANT'S DEFAULTSANDWO:LORD'S REMEDIES" Landlord will not terminate this Lease. 4. The rent payable under the Lease shall be as follovst Lease UAL Yonthlv Rent rebruary 1, 1992-January 31, 1994 $12,000.00 February 1, 1994-January 31, 1995 13,000.00 February 1, 1995-January 31, 1996 14,000.00 February 1, 1996-January 31, 1997 15,000.00 5. Upon the termination of the Lease Term, the Tenant shall have tha "right of first refusal" to release the Premises at the then fair market rental of the PrOM1S42. 6. Except as expressly amended hereunder, the Lease shall remain in full force and effect. BY: Nara: Harry W. Porter III (Type of Print) Title: Acting Director Dates August 28, 1992 015017CC EFTA00597032 EXHIBIT C EFTA00597033  UHLUSE of the premises kn own as 34 EAST 69111 ST REET by and between .TErTREY E. EP.S TETN, as Overtenant anti iVAN FISHER, as Clothrtenant as or May 7, 1996 EFTA00597034 .•' "1'A OLE OF - ONTENTS SUCTION PAGE NUMBER 1. Lease Agreement. 1 2. Ovcrtenant's Duties. 3. Authority to Deal with Landlord. 2 4. Term. 2 5. Rent. 3 0. Sow. ity. 4 7. Agreements to Lefa,..: and to Pay Rent. 4 8. Successors and Assigns. 4 9. New Lease Agreement. 10. Improvements ✓w•ncd by Overtcnnnt. 6 11. Assignronnt. 12. Indemnification • 1,itigation. 7 11. Entire Agreement. 7 14. Notices. 7 15. Governing Law. 16. Waiver. 17. Scvcrabliity. 8 18. Headings. 9 19. Counterparts. 9 EFTA00597035  ABLE OF CONT ENTS (Cont'd) Exhibit A Lease Agreement date d January 2, 1992 Missions, Departm by ent of State, as Landlo and between Office of Foreign Tenant (including rd, and Jeffrey 11 Amendment thereo . Cpstcin, as f dated August 28 Schuiule A , 1992). Schedule of Overte nant's Improvem ents. EFTA00597036  1311111,MASE AGREEMENT SUBLEASE AGREEMENT, effective as of May 7. 1996, by and between JEFFREY E. EPSTIUN (the "Overtenant"), havins an address at 358 El Brillo Way, Palm Beach, Fiorida 33480, and IVAN FISHER (the "Undcrtcnant"), having an address at 34 East 69th Street, Ncw York, Ncw York 10021. WITN'ESSETili WIIEREAS, the Overtenart is the tenant of those certain premises known as. and located at, 34 East 69th Street, New York, New York 10021 (the "Premises"), which Ovenenant leases from the Office or Foreign Miss ions of ate Department of State of the United States of America (the "Landlord"), upo n the terms and conditions set forth in a certain Lease dated January 2, 1992 by and betw een the Landlord, as landlord, and the Ova•-tenant, as tenant, as amended pursuant to that . certain Amendment dated August 1992 by and between the Landlord and the Ove 28, rtcnant (the "Lease Amendment" together with such Lease, the "Lease Agreeme and nt"), a true and correct copy of whic , Lease Agreement is attached as Exhibit A to this h Agreement; and WHEREAS, the Overtenant desires to subict the Premises to the Undertcnan and the Undertenant desires to sublet the t, Premises from the Overt ant, upon the and conditions hereinafter net forth; terms NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein containtai, the parties hereto agree as Wows: I. firciatiellt. Except as otherwise provided here Agreement is subject in ail respect:: to the in, this Lease Agreement, die terms and conditio which arc incorporated herein by this refe ns of rence as ir fully set forth herein, any other agreement to which the Lease and subject to Agreement is subject. The acknowledges that he has read and initialed the Undertenant Lease Agreement and will not of the provisions therein a?plying to the violate any Tenant thereunder. Except as otherwis herein, as between the °vomit:nit and e provided the Undertenant, (a) all provisions Agreement applying to the °venetiant of the Lowe shall be binding upon the Underte Undone:taut were the original Tenant und nadi as if the er the Agre eme nt, and (b) ail rights of the Landlo•ci provided in the Lan Agre ement shall be rights of the Ove Overtenan: were the original landlord in rtenant as if the the Lease Agreement and tlx: Und the original Tenant in the Lease Agreeme ertenant welc nt. Anything to the contracy Agreement or the Lease Anna:client notw contained in fit ithstanding, in the event that the commits a non-munetary breach Undertenant under this Agreement or ter:; Lease Agreement shall, at the optioa of the Agreement, this °vent:slant, be deigned to be term Undertenant fails to cure such breach inated if the within fourteen (14) days of notice Oycrtenant. • • thereof from the EFTA00597037  The °verb:rant represents that, afte will not violate any provision of the r the execution of this Ago:tim Lease Agreement. except for any ed', ho Agreement caused bj the Undertenant. The brea ch of the Lease Overtenant further represents that all lent rtspiircd to he paid to tho Landlor he has paid d under the Lease. Agreement er April 19% and that, promptly after he through the month receives from the Undcrtenant from and after the month or May 199 each month's rent 0 through the end of the "Sub hereinafter defined), he will pay the corr 'oase Term" (as esponding rent payment to the Lease Agreement. Landlord under the Ail capitali..ed terms used and not meanings ascribed to such terms in the othcrwise defined herein shall have Lease Agreement. The terms, the provisions orthis Agreement shall conditions and supersede the Lease Agreement to the terms, conditions aryl provisions dire extent dad such ctly contravene those of the Notwithstanding anything to the contrary prov Lease Agreement. ided in the foregoing, the Underte have no right of first refusal to purchase nant shall the Premises in the event that the should decide to sell same. Landlord 2. crepoteant's .flyties. The Larase Agreement describes Lanctnrd's duties. The Ovcrtenant shall not the be °blip; cti under this Agreement to the Landlord's duLiz.. under the Lease perform Agreement. fr ilw Landlord Fails to duties under the Lease Agreement, the Und perform its ertenant shall give the Overtcnant %qv;h ramie, whereupon the Overtcaant shall notice of promptly give notice to the Landlord of such failure and deii;.;... tam the Landlord perf orm its duties under the Lease Agreement it ittried to pexfoirn. The Overtenant shal which l send to the Undertenant a copy of each Over-a-nines notices of default and demands of the to cure to the. Landlord. promptly afte Ow:natant SC.1(iN the same 19 the landlord. r the In the event that the Overtenant fails to give notice of such failure to the Landlord within a reasonable period of time after the Overtenant receives notice of such failure from the Undertenant. then the Undcrtenan I II contact the LaiAord directly and dem that it is necessary to initiate legal action to and the l.andlortrs compliance. In the event t compel the Landlord's compliance with respect to :Is utilizations uncle' the Lease Agre ement. such legal action shall be at the sole cost itnil rspen.ie of the Uncle:ten:rat; provided, however, that the Overtenant coo crate with the Undenenant in all reasonab will le respects, including by consenting liciai; flied as a, or On, sole, party ther to eto, in connection with any such legal actio coranameed by the Undertenant. n 3. anthfizilyjt fkabAtiLl.a.ri.41 Agreement, the Undertenant shall have no 9.04. ExceN as provided in this authority to contact, enter into agreements make arrangements with, complain or or send notices to, or otherwise deal Landlord. The Lladcrtenant shah not pay with , the rent or other charges under this Agreeme the Landlord and shall pay all such rent and nt to other charges directly to the Overtenant. 'rm. The tarn of this Agreement shall com hereof and shall terminate on January 3I, mence on the date 1997, unless sooner terminated or the Overtenant as hereinafter provided canceled by or renewed or extended as hereinafter provided 2 EFTA00597038  (the "Sublease T. Jan"). As between the Overienant and shall have the same rights the Undertenant, Cto Ov to terminate and cancel ertenant Undertenant's defaults under this Agreement and to cur this Agrecinent and/or the e the has to terminiCe or caned the Lease Agreement as the Lease Agreement and cure the Lan dlord under the Lctse Agreeme defaults c; the Overtenant nt. In the event that the Agreement and fails to timely dir Overtenant breaches the e the same (as provnitx1 Lease the Undertcnant shah have in the Lease Agreement), the right to curt such bre then termination of the Lease Agreem ach in order to preven ent. In the event that the t the he shall be ei•tittcd to Lindertenant cures such bre recover all reasonable cos ach, Underumant in doing the sam ts and expenses incurred e. by the ;a the event that the Landlord Lease Agreement un the gro institutes legal proceedings to uncis that this Agreement le t...aate the Tiede tenant has taken possession was eniered into, and that of Inc Premises, withou the Overtenant shall take all steps t the Landlord's approval, neeessacy to defend this Ag the possession of the Pollutes reement and the t Meld-tenant's hereunder as being in complia In the event that, as a res nce with the Lease Agreem ult of such proceedings, the ent. dispossessed of, or otherwise Undertenant is involuntarily forced, pursuant to a valid wa similar in effect, to vacate, the rrant of eviction or other order realises, then this Agreement date of such dispossession or shall be terminated as of eviction. In the event of such the Undertenant shall not be liable dispossession or eviction, the to pay the Overtenant install subsequent to tie: date of such ments ofRent Mr any month dispossession or eviction, bu s unpaid installments of Rent for per t shall remain liable for all iods prior to the date of such the event ofsuch a dispossess disirossession or evicticn. ion or an eviction, the Underten Overtenant shall have no further ant acknowledges that the liability to the Undertenant otherwise. in connection with the. , under this Agreement or Premises, except that the Overte Undertenant any portion of the nant shall return to the Security Deposit (as hereinafte Undertenant in accordance with r Section 6 hereof and refund a py9 defined) duc to the installment paid (or the month dur nun portion of the Rent ing which such disposses based upon the number of days rem sion or eviction took place, aining in such month after the eviction. date of dispossession or S. [tent. The IMdertcnant sha Undertenant's use and occupancy of ll pay the Overtenant rent for the Premises during the Sub the any extensions or renewals of lease Term (excluding the Sublease Term) in the hundred Seventr-Seven Tho aggregate amount of One usand Ni