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Exhibit: 10.20T
[FIRST UNION LOGO]
LANDLORD SUBORDINATION AND WAIVER
March 30, 1998
First Union National Bank
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
(Hereinafter referred to as the "Bank")
To induce the Bank to make loans, extensions of credit, or other financial
accommodations ("Loans") to Xxxxx Corporation d/b/a TMC Soundprints (the
"Borrower"), Noreast Management LLC (the "Landlord") represents and agrees as
follows:
A. PREMISES. The Landlord is the sole owner of the premises known as 000 Xxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (the "Premises"). The Borrower is the
tenant under a lease (the "Lease") for the Premises dated June 19, 1996.
B. WAIVER AND SUBORDINATION. The Landlord, for itself, its successors and
assigns, waives and subordinates all present and future rights of lien, levy
and distraint, arising out of any present or future provision of law, to any
present or future lien or security interest held by the Bank with respect to
any inventory, machinery, equipment, goods or other property of the Borrower
(the "Encumbered Property") now or hereafter located upon the Premises.
C. DISCLAIMER OF INTEREST. The Landlord disclaims any interest in the
Encumbered Property whether as a fixture, personalty or otherwise and agrees
that it will not become part of the Premises regardless of the nature of the
Encumbered Property or the manner in which it may become affixed to or
incorporated in the Premises.
D. NOTIFICATION OF DEFAULT. Should the Bank notify the Landlord that any Loan
to the Borrower is in default, the Landlord agrees:
1. ACCESS TO PREMISES. That at the direction of the Bank, it will grant to
the Bank's employees and agents access to the Premises and cooperate in
excluding employees and agents of the Borrower from such access.
2. STORAGE OF ENCUMBERED PROPERTY. That the Bank may continue to store the
Encumbered Property on the Premises for a period of up to three (3)
months following the date on which the Bank takes possession of the
Encumbered Property, without the payment of any rent, use or occupation
charge, and may remove the Encumbered Property at any time.
3. SALE OF ENCUMBERED PROPERTY. That the Bank may use the Premises to
conduct a sale of the Encumbered Property and the Landlord will allow
access by potential buyers for the purpose of inspecting or bidding
upon such goods.
E. NOTICE OF TERMINATION. Should the Landlord intend to terminate the Lease or
otherwise take any action which would, if successful, terminate or otherwise
impair the rights of the Borrower or the Bank in the Encumbered Property or
the Premises, the Landlord shall give not less than forty-five (45) days
written notice of such intended action to the Bank by certified mail to the
address set forth above or to such other address as the Bank shall have
given notice to the Landlord. The Bank shall have not less than forty-five
(45) days after receipt of such notice to take such action with respect to
the Encumbered Property as may be available to the Bank to preserve, protect
or realize upon its interest therein. Nothing set forth herein shall be
construed to require the Bank to remove the Encumbered Property from the
Premises or to take any other action.
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IN WITNESS WHEREOF, the parties hereto have executed this Landlord
Subordination and Waiver on the date first above written.
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Name:
Address:
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Name:
Address:
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Noreast Management LLC
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Corporation or Partnership Name
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Member
Address: 000 Xxxxx Xxx Xxxxxx
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Xxx Xxxxxx, XX 00000
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ACCEPTED AND ACKNOWLEDGED:
First Union National Bank
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By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
