SUBLANDLORD'S CONSENT TO ASSIGNMENT OF SUBLEASE
BANQUE PARIBAS, a French banking corporation, having an office at 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Sublandlord") hereby consents to the
Subleasehold Assignment Agreement (the "Assignment") dated as of February 20,
1997 by ADOBE SYSTEMS INCORPORATED, a California corporation duly authorized to
conduct business in New York State, having an office at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxxxxxxxxx 00000 ("Assignor") to SILICON VALLEY INTERNET PARTNERS, a
California corporation duly authorized to conduct business in the State of New
York, having an address at 000 Xxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000
("Assignee") pertaining to the assignment of the sublease dated as of July 27,
1993 (the "Sublease") between Credit Du Nord (predecessor-in-interest to
Sublandlord), as sublessor, and Assignor, as subtenant, for a portion of the
thirty-fifth (35) floor (the "Sublet Space") in the building known as 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Building"), which Sublease is subject
and subordinate to that certain lease now between 520 MADISON VENTURE
(successor-in-interest to Xxxxxxx Xxxxxx 520 Venture) ("Landlord") and
Sublandlord (successor-in-interest to Credit Du Nord) dated as of November 30,
1981 (which lease, as the same was amended by letter agreements dated November
30, 1981, December 4, 1981 and January 27, 1983, is hereinafter called the
"Lease"), such consent being subject to and upon the following terms and
conditions, to each of which Assignor and Assignee consents and agrees to be
bound:
1. Sublandlord hereby consents to the unconditional assignment of all of
Assignor's right, title and interest as subtenant under the Sublease effective
as of the date (the "Effective Date") which is the latest of (i) the date of
full execution and unconditional delivery of this Agreement by the parties
hereto, (ii) the effective date set forth in the Assignment, and (iii) the
receipt of Landlord's consent to the Assignment as required under the Lease.
2. The Assignment (and all amendments and modifications thereof) shall
continue to be subject and subordinate at all times to all of the covenants,
agreements, terms, provisions and conditions of the Sublease, the Lease, the
Consent to Sublet dated November 4, 1993 between Landlord, Sublandlord and
Assignor, this Agreement and the consent agreement of Landlord executed by the
parties in connection with the Assignment ("Landlord's Consent"). Neither
Assignor nor Assignee shall do or permit anything to be done in connection with
the Sublease or the Assignee's occupancy of the Sublet Space which will violate
the Lease or the Sublease.
3. Assignee will not, without the prior written consent of Sublandlord in
each instance, assign the Sublease or this Agreement or sublet the Sublet Space
or any part thereof. This Agreement shall not be construed as a consent by
Sublandlord to, or as permitting, any other or further licensing, subletting or
assignment by Assignor or Assignee or any amendment of the Assignment.
4. Sublandlord is not a party to the Assignment and is not bound by its
provisions; however, any modification or amendment to the Assignment without the
prior written consent of Sublandlord in each instance shall be deemed a material
default under the Sublease. Nothing contained herein shall be construed as a
consent
to, or approval or ratification by Sublandlord of, any of the particular
provisions of the Assignment or as a representation or warranty by Sublandlord.
Sublandlord shall not be bound or estopped in any way by the provisions of this
Agreement.
5. Assignee will use the Sublet Space for the purposes set forth in the
Lease and the Sublease and for no other purposes. No alterations, additions
(including those affecting electric power) or physical changes will be made in
the Sublet Space or any part thereof without the prior written consent of
Landlord and Sublandlord in each instance, on the terms and subject to the
conditions set forth in the Sublease.
6. Assignor hereby represents and warrants to Sublandlord that Assignor has
not at any time heretofore permitted or suffered any act, deed, matter or thing
whatsoever whereby the Sublet Space, or any part thereof, has been in any way
impeached, charged, affected or encumbered, and that the Sublet Space will not
be so encumbered on the Effective Date.
7. Assignor and Assignee agree that they shall pay any brokerage
commissions payable in connection with the Assignment, and Sublandlord shall
have no responsibility with respect thereto. Assignor and Assignee, jointly and
severally, agree to indemnify and hold harmless Sublandlord from and against any
claims for any such brokerage commissions and all costs, expenses and
liabilities in connection therewith, including without limitation, attorneys'
fees and expenses. Nothing contained in this Section 7 shall limit the
respective rights or obligations of Assignor and Assignee to or against each
other under the Assignment.
8. Assignee assumes jointly and severally with Assignor the due performance
of the Sublease on the part of the subtenant thereunder to be performed to the
full end of the term of the Sublease, notwithstanding any other or further
assignment. Assignee and Assignor jointly and severally indemnify Sublandlord
against and hold it harmless from any and all losses, costs, expenses, claims
and liabilities, including, but not limited to, reasonable counsel fees for
which Sublandlord may be liable or claimed to be liable under Articles 13 or 14
of Landlord's Consent. Nothing in this paragraph shall be deemed to limit any of
the rights Assignor and Assignee may have against each other, including, but not
limited to, the right to seek contribution from each other.
9. Assignor shall reimburse Sublandlord on demand for any reasonable
out-of-pocket costs that may be incurred by Sublandlord in connection with the
consummation of the Assignment and the delivery of Landlord's and Sublandlord's
consent thereto, including, without limitation, the costs of making
investigations as to the acceptability of Assignee, and legal costs incurred in
connection with the granting of any requested consent.
10. If any provisions of this Agreement shall be at variance with the
provisions of the Sublease or the Assignment, the provisions of this Agreement
shall prevail. This Consent shall not be changed orally but only by an agreement
in writing signed by the party against whom enforcement of such change is
sought.
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11. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed as of the 6th day of March, 1997.
ADOBE SYSTEMS INCORPORATED,
Witness: Assignor
/s/ Signature Illegible By: /s/ Xxxxxx X. Xxxxxx
Name: XXXXXX X. XXXXXX
Title: VP REAL ESTATE
SILICON VALLEY INTERNET
PARTNERS, Assignee
Witness:
/s/ Signature Illegible By: Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: CEO
Witness: BANQUE PARIBAS, Sublandlord
____________________________ By: /s/ Signature Illegible
By: /s/ Signature Illegible
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