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New Yorker License Agreement

LICENSE AGREEMENT made as of this -(see Exhibit C 1.7), by and between EHS INC II, Inc., a New York Not-For-Profit corporation, having an office at 481 Eighth Avenue, New York 10001,(hereinafter referred to as the "LICENSOR") and the Student Resident whose name is set forth in Exhibit C 1.1 (hereinafter referred to as the "LICENSEE").

WITNESSETH


WHEREAS, Licensor is the Tenant under the Net Lease dated as of June 30, 2007, as covering portions of the property located at 481 Eighth Avenue, New York, NY 10001 and known as the New Yorker (hereinafter collectively referred to as the "Building"); WHEREAS, Licensor operates the Building or a portion thereof for student housing; and WHEREAS, Licensee desires to license one or more of the units in the Building from Licensor; WHEREAS, Licensor is willing to enter into such a license on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby mutually acknowledged, Licensor and Licensee hereby covenant and agree as follows:

 

  1. LICENSE. (a) Licensor hereby grants Licensee a license to use (see Exhibit C 1.2) unit (see Exhibit C 1.3) one bed with a private bathroom in the Building, on the terms and conditions contained in the Agreement. Licensor shall designate the location of the room in the Building covered by this license. (b) Licensor and Licensee mutually intend that this Agreement shall constitute a license and not a lease. Licensee hereby acknowledges that it shall not possess any rights as a tenant of any part of the licensed premises. This Agreement and the rights of Licensee shall not be deemed to be or construed as a month-to-month tenancy or any other type of tenancy, and Licensee hereby waives any and all notices which would otherwise be required for a landlord to give to a tenant to terminate any such tenancy. The use of the licensed premises pursuant to this Agreement shall constitute a license subject to Section 713 of the New York Real Property Actions and Proceedings Law and to all other applicable laws.
  2. TERM. The term on this Agreement shall commence on (see Exhibit C 1.4) and expire on (see Exhibit C 1.5), unless sooner terminated as hereinafter provided.
  3. LICENSE FEE. Licensee shall pay to Licensor a license fee of (see Exhibit C 1.6) Dollars for the use of the licensed premises during the term of this Agreement, which fee shall be payable in advance of the semester(s). The license fee shall be paid at such place(s) in the U.S.A. as Licensor may designate, from time to time, without set-off, notice or deduction whatsoever. The entire license fee shall be paid by Licensee on the execution of this Agreement, (payment terms are therefore determined in Exhibit B). In addition, Licensee shall pay Licensor a non-refundable membership fee of two hundred ($250.00) Dollars.
  4. DAMAGE DEPOSIT: N/A
  5. FURNISHINGS AND SERVICE PROVIDED BY LICENSOR. During the term of this Agreement, Licensor shall provide, in each of the unit (s) licensed hereunder, the materials and services set forth in Exhibit A attached hereto free of charge (except as may be otherwise specified in Exhibit A).
  6. USE. Licensee shall use the licensed premises for housing only.
  7. COMPLIANCE WITH LAWS. Licensee shall not use or permit the use of the licensed premises in violation of any applicable laws, rules, regulations or ordinances.
  8. CONDITION OF LICENSED PREMISES. (a) The licensed premises shall be delivered to Licensee on the commencement of the term of this Agreement and Licensee shall accept licensed premises in its "as is" condition, and Licensor shall not be required to perform any work or alterations to prepare the licensed premises for occupancy by Licensee. (b) Licensor shall be responsible for maintaining and repairing the licensed premises except that Licensee shall be responsible for the cost of any repair or maintenance, including painting, replacement of furniture or equipment arising from Licensee's activities, reasonable wear and tear excepted.
  9. ALTERATIONS. Licensee shall not install anything in the licensed premises or perform any alterations, additions or improvements therein, without first obtaining the prior written consent of Licensor in each instance.
  10. NO LIABILITY. Neither Licensor nor any agent or employee of Licensor shall be liable to Licensee for any injury or damage to Licensee or any other person or for any damages to or loss (by theft or otherwise) of any property of Licensee or of any other person, irrespective of the cause of such injury or damage, except to the extent caused by or due to the gross negligence or willful act of Licensor or its agents or employees.
  11. INDEMNITY. Licensee shall indemnify and save harmless Licensor and its agents and employees from and against (a) any and all losses, costs, expenses, claims and liabilities including, but not limited to reasonable attorneys' fees and disbursements, (i) arising from (x) the use, occupancy, conduct of the licensed premises by Licensee, or (y) any work or thing done, or any condition created in or about the licensed premises during the term of this Agreement by Licensee, (ii) arising from any act or omission by Licensee or its agents, invitees, or contractors, (iii) arising from Licensee's failure to comply with any of the terms, covenants or conditions of this Agreement, or (iv) any delay by Licensee in surrendering vacant possession of the licensed premises upon the expiration or sooner termination of this Agreement, and (b) all losses, costs, expenses, claims and liabilities incurred in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding is brought against Licensor by reason of any such claim, Licensee shall pay all of Licensor's costs (including without limitation, reasonable attorneys' fees and disbursements) incurred in connection therewith.
  12. REMOVAL UPON EXPIRATION OR TERMINATION OF AGREEMENT. (a) Licensee, on or before the expiration or sooner termination of this Agreement shall quietly and peaceably vacate the licensed premises and remove its property from the licensed premises so that the licensed premises are in the same condition (ordinary wear and tear excepted) as on the date of the commencement of the term of this Agreement, and Licensee shall promptly repair all damage caused by such removal. Any property or items of Licensee remaining in the licensed premises after the expiration or sooner termination of this Agreement shall be deemed abandoned and may be deposed of by Licensor as it sees fit in its sole discretion at Licensee's expense. Licensee further agrees that Licensor shall have no liability for any disposal of property which is deemed abandoned. (b) The parties recognize and agree that it would be difficult, if not impossible, to actually assess the damages which would be suffered by Licensor as a result of Licensee's failure to surrender vacant possession of the licensed premises on the expiration or sooner termination of this Agreement. Licensee therefore agrees that if vacant possession of the licensed premises is not surrendered to Licensor on the expiration or sooner termination of this agreement, then Licensee shall pay Licensor, as liquidated damages and not as a penalty, for each day and for any potion of a day during which Licensee holds over in the licensed premises after the expiration or sooner termination of this Agreement, a sum equal to seventy ($70.00) Dollars per day. Such liquidated damages shall not (i) limit Licensee's indemnification obligations founded upon Licensee's failure to surrender vacant possession of the licensed premises to Licensor on the expiration or sooner termination of this Agreement or (ii) limit Licensor's rights of eviction against Licensee. (c) Nothing contained in this Agreement shall be deemed to authorize Licensee to remain in occupancy of any portion of the licensed premises after the expiration or sooner termination of this Agreement. In addition, Licensor shall be entitled to commence and maintain a special proceeding under Section 713 of the New York Real Property Actions and Proceedings Law and / or any other appropriate action to obtain possession of the licensed premises from Licensee and to enforce Licensee's obligations under this Agreement.
  13. NO PETS. No pets shall be kept by Licensee in or about the licensed premises or the Building.
  14. NO REDUCTION IN LICENSEE FEE. The license fee payable by Licensee hereunder is fixed for the term of this Agreement and is not subject to any reduction for the failure of Licensee to fully utilize the unit (s) licensed pursuant to this Agreement.
  15. NO ASSIGNMENTS. Licensee shall not assign, transfer, mortgage or encumber this license.
  16. ACCESS. During reasonable hours and with reasonable notice, except in emergencies, Landlord or Licensor or any of their representatives or agents may enter the licensed premises for the following reasons: (a) To perform necessary or required repairs in the licensed premises or in connection with the performance of repairs, alterations or improvements to the building and / or other occupant's space. (b) To show the licensed premises to students who wish to license the licensed premises upon the expiration of the current student's license agreement. (c) To inspect the condition of the licensed premises. (d) If at any time the student is not personally present to permit Landlord or Licensor or any of their representatives or agents to enter the licensed premises and entry is necessary or allowed by law or under this license agreement, Landlord or Licensor or any of their representatives or agents may nevertheless enter the licensed premises. Landlord and Licensor or any of their representatives or agents may enter by force in an emergency. Landlord or Licensor will not be responsible to the student, unless during any such entry Landlord or Licensor or any of their representatives or agents is negligent or misuses the student's property.
  17. SUBJECT AND SUBORDINATE. This Agreement and all rights of Licensee hereunder are subject and subordinate to the terms and conditions of any and all underlying leases and mortgages which may now or hereafter affect the Building.
  18. DEFAULT. (a) In the event of any non-monetary default by Licensee, Licensor may terminate this Agreement by delivering notice thereof to Licensee advising of the default and if said default is not cured within then (10) days thereafter, this Agreement shall, at the option of Licensor, terminate. (b) In the event that Licensee does not make timely payment of any installment of the license fee, as provided in this Agreement, within five (5) days after the due date thereof, Licensor shall have the right to terminate this Agreement on notice to Licensee.
  19. WAIVERS. Licensee hereby waives trail by jury in any action or proceeding brought against Licensee by Licensor relating to this Agreement. Licensee agrees not to claim any set-off or offset or interpose any counterclaim of whatever nature or description, except compulsory counterclaims, in any such proceeding or action.
  20. NOTICES. All notices required or desired to be given hereunder shall be deemed properly given two days after being mailed by certified mail, return receipt requested, addressed to the parties at the addresses set forth in this Agreement. Either party may change its address by giving the other party notice of its new address.
  21. NO BROKER. Licensee represents to Licensor that Licensee had no conversations or negotiations with any broker or finder with respect to this Agreement. Licensee agrees to indemnify, defend, and hold Licensor harmless from and against any and all claims for fees and commissions and against any liability (including reasonable attorney's fees and disbursements) arising out of any conversations or negotiations had by Licensee with any broker or finder with respect to this Agreement.
  22. VALIDITY. A determination that any provision of this Agreement is void, unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the applications of any provision of this Agreement to any person or under particular circumstances is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.
  23. REMEDIES. The parties hereby expressly acknowledge and agree that their remedies are cumulative, and that mention of a particular remedy in this Agreement does not preclude either from exercising any and all other rights and remedies available to it, whether at law or in equity.
  24. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed an original, but all of which when taken together shall constitute but one and the same instrument.
  25. GOVERNING LAW. This Agreement shall be governed and construed in all respects by the laws of the State of New York.
  26. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and no earlier statement or prior written agreement between the parties with respect to the subject matter of this Agreement shall have any force or effect. Licensee agrees that it is not relying on any representations, warranties or agreements other than those expressly contained in this Agreement. This Agreement shall not be modified or canceled except in a writing subscribed by all parties hereto. This Agreement shall bind the parties hereto and their successors and permitted assigns.
  27. SURVIVAL. Licensee's obligations and liabilities under this Agreement shall survive the expiration or sooner termination of this Agreement.
  28. HEADINGS. The headings contained in this Agreement are inserted solely for reference and shall not constitute a part of this Agreement nor affect its meaning, construction or effect.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

LICENSOR: EHS II, INC.

By: _________________________________________

Name:

Title:

LICENSEE:

Name:

Referred to as Exhibit C 1.1