AGREEMENT TO SUBLEASE
This AGREEMENT dated as of the 1st day of February 2000, between
FIDELITY MORTGAGE, INC., having an officer at 0000 Xxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxx 00000 (hereinafter referred to as "Sublessor"), and
XxxxxXxxx.xxx, a Nevada corporation, having an office at 0000 Xxx Xxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessee").
W I T N E S S E T H
WHEREAS Sublessor is the lessee under a certain lease agreement with
Highwoods/Forsyth Limited Partnership ("Lessor"), dated September 01, 1997, for
that certain premises located in the City of Charlotte State of North Carolina
described as that certain first (1st) floor office space, suite 100 of that
certain office building known as Live Oak on land located at Oak Hill Business
Park with a street address of 0000 Xxx Xxx Xxxxxxxxx consisting of approximately
5100 rentable square feet (the "Property"), to which lease reference is hereby
made as if the same were herein set forth at length, which lease, together with
amendment and modifications heretofore and hereinafter entered into, are
collectively hereinafter referred to as the "Prime Lease" and are attached
hereto as Exhibit "A"; and
WHEREAS, the parties hereto have agreed that Sublessor shall
sublease the Property to Sublessee commencing on February 1, 2000, or when
Lessor consents to this sublease, whichever will last occur, and ending on
August 31, 2002 (the "Term"), unless otherwise sooner terminated in accordance
with the provisions of this sublease.
NOW, THEREFORE, the parties hereto hereby covenant and agree as
follows:
1. Sublessor hereby leases to Sublessee for the Term the 5100 approximate
rentable square feed of the space on the 1st floor of said building, shown
on Exhibit B attached hereof and made a part hereof.
2. Commencing on April 1, 2000, Sublessee shall pay to Sublessor monthly rent
of six thousand eight hundred dollars ($6,800.00), plus any additional rent
mentioned in Paragraph 6. Any partial months rent shall be prorated for the
actual number of days that this sublease is outstanding.
3. Sublessee shall pay the rent provided for herein in advance on the first
day of each and every month during the term without deduction, setoff,
notice or demand. Sublessee shall pay to Sublessor upon execution of this
Sublease the sum of six thousand eight hundred dollars ($6,800.00) as rent
for April 2000.
4. The Property shall be used for general offices and for no other purpose.
5. Sublessee shall not assign this sublease nor sublet the Property in whole
or in part; nor shall Sublessee permit its interest in this sublease to be
vested in any third party by operation of law or otherwise.
6. Sublessee shall be liable for all additional use by Sublessee of electrical
current in excess of such electric current provided by the Lessor under the
Prime Lease. If Sublessee shall procure any additional services from the
building, such as alterations or after-hour air conditioning, Sublessee
shall pay for same at the rates charged therefor by the Lessor and shall
make such payments to the Sublessor or Lessor, as Sublessor shall direct.
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Any rent or other sums payable by Sublessee under this Paragraph 6 shall be
additional rent and collectable as such.
7. This sublease is subject and subordinate to the Prime Lease. Except as may
be inconsistent with the terms hereof, Sublessee agrees to be bound by, and
to fully comply with, all the terms, covenants and conditions contained in
the Prime Lease; and in case of any breach hereof by Sublessee, Sublessor
shall have all the rights against Sublessee as would be available to the
Lessor against the Sublessor under the Prime Lease if such breach were by
the Sublessor thereunder.
8. Notwithstanding anything herein contained, the only services or rights to
which Sublessee is entitled hereunder are those to which Sublessor is
entitled under the Prime Lease.
9. Sublessee shall neither do nor permit anything to be done which would cause
the Prime Lease to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in the Lessor under the Prime
Lease, and Sublessee shall indemnify and hold Sublessor harmless from and
against all claims of any kind whatsoever by reason of any breach or
default on the part of Sublessee or by reason of which the Prime Lease may
be terminated or forfeited.
10. Sublessee shall pay the Landlord on the execution and delivery of the
sublease the sum of six thousand eight hundred dollars ($6,800.00) as
security deposit full and faithful performance of the terms, covenants and
conditions of this sublease on Sublessee's part to be performed or
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observed, including but not limited to payment of rent and additional rent
in default or for any other sum which Sublessor may expend or be required
to expend by reason of Sublessee's defaults. Sublessor may use or apply all
or any portion of the security deposit for the payment of any rent or other
amount then due hereunder and unpaid; for the payment of any other sum for
which Sublessor may become obligated by reason of Sublessee's default or
breach, or for any loss or damaged sustained by Sublessor as a result of
Sublessee's default or breach. Sublessee agrees to indemnify and save
Sublessor harmless against any and all suits, judgments, claims, demands,
liabilities, losses or damages which may arise against, or incurred by
Sublessor as a result or consequence of Sublessee's failure to perform or
keep any of the terms, covenants, rentals and conditions required to be
kept and performed by Sublessee under the sublease. If Sublessee shall
fully and faithfully comply with all the terms, covenants and conditions of
this sublease, on Sublessee's part to be performed or observed, the
security, or any unapplied balance thereof, shall be returned to Sublessee
after the expiration of this sublease and after the removal of Sublessee
and surrender of possession of the Property to Sublessor.
11. Sublessor shall, at Sublessor's own expense, maintain General/Liability
Insurance Coverage with liability limits of not less than $1,000,000.00 per
occurrence for the Bodily Injury and/or Property Damage Liability and
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$50,000 per occurrence for Fire/Legal Liability. Said insurance coverage
shall remain in force during the term of this agreement.
12. Sublessee agrees to accept possession of the Property in "as is" condition.
13. Sublessee, upon expiration or other termination of the Term of this
sublease, covenants to quit and surrender to Sublessor the Property, broom
clean, in good order and condition, ordinary wear and tear, damage by fire
or other casualty expected, and at Sublessee's expense, to remove all
property of Sublessee. Any property not so removed shall be deemed
abandoned by Sublessee and may be retained or disposed of at Sublessee's
expense by Sublessor.
14. Sublessee represents and warrants that except for CB Xxxxxxx Xxxxx and
Queens Property, Sublessee has not retained, contracted or otherwise dealt
with any real estate broker, salesperson, or finder in connection with the
sublease, and no such person initiated or participated in the negotiation
of the sublease. Sublessee shall indemnify and hold Sublessor harmless from
and against any and all liabilities and claims for commissions and fees
arising out of a breach of the foregoing representations.
15. Sublessee represents that it has read and is familiar with the terms of the
Prime Lease, as well as any amendments, modifications and extensions
thereto, and agrees to be bound by the terms contained therein and in all
future amendments to modifications thereto.
16. All prior understandings and agreements between the parties are merged
within this Agreement, which alone fully and completely sets forth the
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understanding of the parties; and this sublease may not be changed or
terminated orally or in any manner other than by an agreement in writing
and signed by the party against whom enforcement of the change or
termination is sought.
17. Any notice or demand which either party may or must give to the other
hereunder shall be in writing and delivered personally or sent by
registered mail or by overnight delivery addressed if to Sublessor, as
follows:
Delta Funding Corporation
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
ATTN: Office Manager
and if to Sublessee, as follows:
XxxxxXxxx.Xxx
0000 Xxx Xxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
ATTN: Xxxxx XxXxxx, Vice President
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.
18. This agreement shall be governed by and be construed and interpreted in
accordance with the laws of the State of New York without regard to the
conflicts of laws rules thereof. Tenant agrees to submit to the
jurisdiction of any United States Federal court sitting in the Eastern
District of New York or any New York State court sitting in the County of
Nassau in the State of New York.
19. The covenants and agreements herein contained shall bind and insure to the
benefit of Sublessor, the Sublessee, and their respective executors,
administrators, successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed as of the day and year first above written.
FIDELITY MORTGAGE, INC.
(Sublessor)
By:/s/ Xxxx Xxxxxx
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Its: Vice President
XxxxxXxxx.xxx
(Sublessee)
By: /S/ XXXXXXX XXXXXX
-----------------------------------------
Its: President
