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EXHIBIT 10.13
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made this ______ day of
____________, 1997 between EQUIFAX INC., a Georgia corporation ("Sublandlord"),
and EQUIFAX SERVICES INC., a Georgia corporation ("Subtenant").
R E C I T A L S
Xxxxxxx X. Xxxx, not in his individual capacity but solely as the
Individual Owner Trustee of Equifax Business Trust No. 1994-A, a Delaware
business trust (the "Prime Landlord"), as lessor, and Sublandlord, as lessee,
entered into that certain Lease Agreement (as the same may be amended, renewed
or extended from time to time, the "Prime Lease"), dated as of March 18, 1994,
for the lease by Sublandlord of that certain property and building known as 1525
Windward Concourse, according to the current system of numbering, located in
Alpharetta, Xxxxxx County, Georgia, as more particularly described in the Prime
Lease, known generally as the X. X. Xxxxx Technology Center (the "Property").
The building located on the Property is herein referred to as the "Building."
Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Building and related facilities on the
Property.
A G R E E M E N T
NOW THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:
1. Subleased Premises. Sublandlord does hereby lease to Subtenant, and
Subtenant leases and rents from Sublandlord that portion of the ____________
floor of the Building consisting of approximately __________________ rentable
square feet as shown outlined and cross-hatched on the floor plan attached
hereto as Exhibit A and incorporated herein by this reference (the "Subleased
Premises"). The Subleased Premises are being leased by Sublandlord to Subtenant
"as is" and Subtenant accepts the Subleased Premises in such condition.
Sublandlord shall not be obligated to construct any demising walls or make any
improvements whatsoever with regard to the Subleased Premises. Subtenant shall
make no alterations within the Subleased Premises without the prior written
consent of Sublandlord.
2. Parking; Use of Common Areas and Facilities.
(a) Use of General Parking and Reserved Parking. Subtenant may use
the parking facilities on the Property on a first-come, first-served basis, so
long as
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Subtenant's use is in compliance with building code requirements. Certain
parking spaces on the Property are marked "Reserved" and shall not be available
for use by Subtenant, except that Subtenant's individual employees may qualify
for use of such reserved parking spaces under the same procedures and years of
service requirements as are applicable to Equifax, receiving credit for years of
service with Equifax immediately prior to the date of this Sublease.
(b) Use of Related Facilities and Services. Subtenant is granted a
license to use, on a non-exclusive basis, the common areas used as such by
Sublandlord, conference rooms, training rooms, cafeteria facilities and mailroom
facilities in the Building, as more specifically described in Exhibit B attached
hereto and incorporated herein by this reference. Conference rooms and training
rooms shall be scheduled on an availability basis in accordance with
Sublandlord's reservation procedures. Subtenant shall pay its pro rata share of
overhead allocable to such areas as Additional Rent as set forth below.
Subtenant's mail may be delivered to the Sublandlord's mail room and shall be
delivered to one location within the Subleased Premises (i.e., Sublandlord shall
have no responsibility for delivering Subtenant's mail directly to individual
addressees).
3. Term. The term of this Sublease ("Sublease Term") shall be for five
(5) years, commencing on the _________ day of ______________, 1997 and expiring
at 12:00 midnight on ____________, 2002, unless the Prime Lease or this Sublease
is sooner terminated in accordance with the terms and conditions set forth
therein or herein. Subtenant has no options to renew or extend the Sublease
Term.
4. Rent.
(a) Subtenant shall pay to Sublandlord a base rent ("Base Rent")
in an amount equal to Subtenant's Share (as defined below) of the "Basic Rent"
and all "Supplemental Rent" (as such terms are defined in the Prime Lease) and
all other amounts due from Sublandlord under the Prime Lease (without
duplication of amounts constituting "Operating Expenses", as defined below).
Subtenant acknowledges and agrees that Basic Rent under the Prime Lease is
payable twice yearly (currently every March 1 and every September 1), and
Supplemental Rent and other amounts due from Sublandlord under the Prime Lease
are payable on demand.
(b) The Base Rent shall be payable by Subtenant to Sublandlord [on
a reimbursement basis] [in advance]. Subtenant shall pay to Sublandlord, within
ten (10) days of delivery by Sublandlord of an invoice therefor, the Base Rent
hereunder accrued through the immediately preceding payment date for Base Rent.
If any payments are estimated or adjusted after payment, then at [the end of any
calendar year] if Subtenant has paid to Sublandlord an amount in excess of Base
Rent for such period, Sublandlord shall reimburse to Subtenant any such excess
amount (or shall apply any such excess amount to any amount then owing to
Sublandlord hereunder, and if none, to the next due installment or installments
of Base Rent due hereunder, at the option of Sublandlord), or if
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Subtenant has paid to Sublandlord less than the Base Rent for such period,
Subtenant shall pay to Sublandlord any such deficiency within ten (10) days
after Subtenant receives an invoice therefor.
(c) The term "Subtenant's Share" shall mean the percentage
determined by dividing the rentable square footage of the Subleased Premises by
the rentable square footage of the Building. Sublandlord and Subtenant hereby
agree that Subtenant's Share is _______________ percent (____%) (calculated upon
the Building square footage of ________________ and the Subleased Premises
square footage of ___________(________). For any partial period to which amounts
which constitute a part of Base Rent are allocable but this Sublease is not in
effect, Base Rent for such period shall be subject to a pro rata adjustment
based upon the number of days prior to the commencement or expiration of the
Sublease Term, as the case may be. Further, Base Rent shall be appropriately
prorated for any partial period, based on the number of days Subtenant has
occupied the Subleased Premises during that period, prorated on a daily basis.
5. Additional Rent.
(a) Subtenant agrees to reimburse Sublandlord throughout the
Sublease Term, as "Additional Rent" hereunder, for Subtenant's Share of the
annual Operating Expenses (as defined below). Subtenant shall pay to
Sublandlord, monthly within ten (10) days of delivery of an invoice therefor,
the Additional Rent hereunder accrued through the immediately preceding calendar
month. For any partial period to which an Operating Expense is allocable but
this Sublease is not in effect (by way of illustration only, annual insurance
premiums for coverage expiring after termination of the Sublease Term),
Subtenant's Share for such period shall be subject to a pro rata adjustment
based upon the number of days prior to the expiration of the Sublease Term. If
any payments are estimated or adjusted after payment, then at the end of any
calendar year if Subtenant has paid to Sublandlord an amount in excess of
Subtenant's Share of Operating Expenses for such calendar year, Sublandlord
shall reimburse to Subtenant any such excess amount (or shall apply any such
excess amount to any amount then owing to Sublandlord hereunder, and if none, to
the next due installment or installments of Additional Rent due hereunder, at
the option of Sublandlord, or if Subtenant has paid to Sublandlord less than
Subtenant's Share of Operating Expenses for such calendar year, Subtenant shall
pay to Sublandlord any such deficiency within ten (10) days after Subtenant
receives an invoice therefor.
(b) If Subtenant does not occupy the Subleased Premises during the
entire full calendar year in which the Sublease Term commences or ends,
Subtenant's Share of Operating Expenses excess for the applicable calendar year
shall be appropriately prorated for the partial year, based on the number of
days Subtenant has occupied the Subleased Premises during that year.
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(c) "Operating Expenses" shall be all those expenses of operating,
servicing, managing, maintaining and repairing the Property, Building, all
parking areas and related common areas in a manner deemed by Sublandlord
reasonable and appropriate and in a manner consistent with first-class office
buildings in suburban Atlanta, Georgia. All Operating Expenses shall be as
actually incurred by Sublandlord. Subtenant may have reasonable access to
Sublandlord's records in order to audit or otherwise verify Subtenant's Share of
such expenses. Operating Expenses shall include, without limitation, the
following:
(1) All taxes and assessments, whether general or special,
applicable to the Property and the Building, which shall include
real and personal property ad valorem taxes, and any and all
reasonable costs and expenses incurred by Sublandlord in seeking a
reduction of any such taxes and assessments. However, Subtenant
shall not be obligated for taxes on the net income to Sublandlord
for the sublease hereunder, unless there is imposed in the future a
tax on rental income on the Building in lieu of the real property ad
valorem taxes, in which event such tax shall be deemed an Operating
Expense of the Building;
(2) Insurance premiums and deductible amounts, including,
without limitation, for commercial general liability, "all risks"
property, rent loss and other coverages carried by Sublandlord on
the Building and Property as required by the Prime Lease;
(3) Overhead allocated to operation, repair and maintenance
of the parking areas, common areas, conference rooms, training
rooms, cafeteria facilities (including any subsidization of meal
costs) and mailroom facilities, in accordance with Exhibit B hereto,
as allocated by Sublandlord's cost management system;
(4) All expenses borne by Sublandlord with respect to the
Building or the Property pursuant to the Prime Lease;
(5) All utilities, including, without limitation, water,
electricity, power, heating, lighting, ventilation, sanitary sewer
and air conditioning of the Building, but not including those
utility charges actually paid directly by Subtenant, if any;
(6) Landscaping and janitorial and maintenance expenses,
including janitorial services and janitorial supplies and other
materials used in the operation and maintenance of the Building, and
the cost of maintenance and service agreements on equipment, window
cleaning, grounds maintenance, pest control, security, trash and
snow removal, and other similar services or agreements;
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(7) The costs, including interest, amortized over its useful
life, of any capital improvement made to the Building by or on
behalf of Sublandlord after the date of this Sublease which is
required under any governmental law or regulation (or any judicial
interpretation thereof) that was not applicable to the Building as
of the date of this Sublease, and of the acquisition and
installation of any device or equipment designed to improve the
operating efficiency of any system within the Building;
(8) All services, supplies, repairs, replacements or other
expenses directly and reasonably associated with servicing,
maintaining, managing and operating the Building, including, but not
limited to the lobby, vehicular and pedestrian traffic areas and
other common use areas;
(9) Wages and salaries of Sublandlord's employees (not above
the level of building manager) engaged in the maintenance,
operation, repair and services of the Property, including taxes,
insurance and customary fringe benefits;
(10) Legal and accounting costs;
(11) Costs to maintain and repair the Building and Property;
(12) Security costs unless the cost of that service contract
is already included in Operating Expenses as described above.
(d) Operating Expenses shall not include the cost of long distance
telephone service or any telephone related expense in excess of basic service
(unless Sublandlord obtains such services for all telephones in the Building and
pays for the same).
(e) For the utility costs included in Operating Expenses, the
electricity provided to the Subleased Premises shall be on a level suitable for
normal office use, including usual and normal small office machines and similar
equipment using 110 volt current, and lighting of the Subleased Premises to
building standard light levels produced by building standard lighting fixtures
(Subtenant being obligated to pay for replacement of all light bulbs including
fluorescent tubes). Seasonal air conditioning and heating shall be on Monday
through Friday inclusive, with holidays observed by Sublandlord and legal
holidays excepted, from 8:00 A.M. to 5:00 P.M. Sublandlord reserves the right to
prohibit installation within the Subleased Premises of equipment using
electricity in amounts greater than the amounts provided, including, but not
limited to, non-standard lighting, electric heaters, air conditioners, data
processing and duplicating equipment, stoves, microwaves, refrigerators and
vending machines. Sublandlord shall not be liable for any damages directly or
indirectly resulting from the installation, use, or interruption of use of
utilities or the furnishing of services referred to in this paragraph where such
interruption results from circumstances beyond Sublandlord's reasonable control
or from
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interruptions made necessary by repairs and maintenance being undertaken by
Sublandlord.
6. Use and Maintenance. Subtenant's use of the Subleased Premises shall be
strictly in accordance with the use provisions of the Prime Lease. Subtenant's
maintenance obligations with respect to the Subleased Premises shall be the same
as Sublandlord's maintenance obligations with respect to the Property and the
Building pursuant to the terms of the Prime Lease, except that Sublandlord and
not Subtenant shall be responsible for maintenance of the exterior and
structural portions of the Subleased Premises.
7. Security Protocols, Policies and Procedures. Subtenant acknowledges and
agrees that the Building is a secure facility and that sensitive and privileged
information is stored within the Building. Subtenant agrees that all personnel
of Subtenant and Subtenant's use of the Leased Premises will be subject to all
security protocols, policies and procedures currently in effect or as may be
implemented or established from time to time by Sublandlord with respect to its
own personnel and operations at the Premises, including background checks, daily
identification and clearance procedures, and other building security measures,
as such protocols, policies or procedures may be changed, replaced, or otherwise
modified from time to time.
8. Relationship to Prime Lease. This Sublease and all of Subtenant's
rights hereunder are expressly subject to and subordinate to all of the terms
and conditions of the Prime Lease. Subtenant hereby acknowledges that it has
received a copy of the Prime Lease and all of the instruments incorporated
therein by reference, and has read all of the terms and conditions thereof,
including without limitation the terms and conditions of that certain
Participation Agreement dated as of March 18, 1994 between and among Alphafax
Properties Limited Partnership, Equifax Inc., Equifax Properties, Inc., First
Chicago Leasing Corporation, Equifax Business Trust No. 1994-A, Wilmington Trust
Company, Xxxxxxx X. Xxxx, NationsBank of Georgia, National Association, and
Trust Company Bank. Sublandlord shall provide to Subtenant copies of all
modifications or amendments to the Prime Lease or such other instruments which
in any manner affect Subtenant's obligations hereunder. Subtenant hereby agrees
to and does assume all obligations of Sublandlord, as Lessee under the Prime
Lease, with respect to the Subleased Premises. All of the terms and conditions
of the Prime Lease are hereby incorporated into this Sublease by reference as if
fully set forth herein; provided, however, that Subtenant shall have no rights
whatsoever to exercise rights or privileges of Sublandlord pursuant to Articles
12 (lease renewal), 13 (buyout), 14 (early termination; obsolescence or
uneconomic usefulness termination), 19 (right of first offer) and 21 (rejectable
offers), and except that "Lessor" shall be read as "Sublandlord" and "Lessee"
shall be read as "Subtenant"; and provided, further, however, that Subtenant
hereby acknowledges that Subtenant shall look solely to Sublandlord for the
performance of all the Prime Landlord's obligations under the Prime Lease and
that Sublandlord shall not be obligated with respect to such obligations unless
the same are fulfilled by the Prime Landlord under the Prime Lease.
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9. Default. Any act or omission by Subtenant that would constitute a
default under the Prime Lease shall be deemed a default by Subtenant under this
Sublease. In addition, any failure by Subtenant to pay Base Rent when due (and
the continuance of such failure for five (5) days following notice from
Sublandlord to Subtenant) or any failure by Subtenant to perform any other
obligations required under this Sublease (and the continuance of such failure
for five (5) days following notice from Sublandlord to Subtenant) shall be
deemed a default hereunder. Any such default by Subtenant shall entitle
Sublandlord to exercise any and all remedies available to Prime Landlord under
the Prime Lease or any other remedies available at law or in equity under the
laws of the State of Georgia.
10. Quiet Enjoyment. Provided Subtenant has performed its obligations
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord. Sublandlord shall use its reasonable
business judgment in determining when and whether to enforce Prime Landlord's
obligations under the Prime Lease, but if Sublandlord chooses not to pursue an
action to enforce any of Prime Landlord's obligations, Subtenant shall have no
right to any recourse or action or claim against Prime Landlord, Subtenant's
only rights with respect to the Subleased Premises being against the Sublandlord
in accordance with the terms hereof.
11. Insurance and Indemnities. Subtenant hereby agrees to indemnify and
hold Prime Landlord (and any other persons or entities specified under the Prime
Lease) harmless, with regard to Subtenant's leasing and use of Subleased
Premises, to the same extent that the "Lessee" under the Prime Lease is required
to indemnify and hold Prime Landlord or any other persons or entities thereunder
harmless with respect to the Property. Subtenant shall not be required to carry
casualty insurance with respect to the Subleased Premises, which coverage shall
be maintained by Sublandlord as provided in Section 10(a) of the Prime Lease.
Subtenant shall maintain commercial general liability and workers' compensation
insurance coverage with respect to its operations at the Subleased Premises, in
compliance with the provisions of Sections 10(a)(i)(B) and 10(a)(i)(B) of the
Prime Lease, which shall name Prime Landlord (and any other persons or entities
specified in the Prime Lease) and Sublandlord as additional insureds as their
interests may appear and shall otherwise be in compliance with Article 10 of the
Prime Lease. Subtenant hereby agrees to obtain and provide evidence satisfactory
to Sublandlord, on or before the date of this Sublease, that Subtenant is
carrying such insurance in the same amounts and otherwise in compliance with the
Prime Lease as required to be carried by Sublandlord with regard to the
Property. Subtenant shall also maintain adequate coverage on all of Subtenant's
personal property.
12. Casualty and Condemnation; Proceeds; Title Defects. All provisions of
the Prime Lease with respect to casualty loss and condemnation or conveyance in
lieu thereof shall apply with respect to the Subleased Property. Subtenant
acknowledges and agrees that if the Subleased Premises are affected in a
condemnation or conveyance in lieu
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thereof, Subtenant shall not be entitled to any of Prime Landlord's or
Sublandlord's award. Subtenant further acknowledges and agrees that if an award
is made under any title policy not issued to Subtenant with respect to a title
defect or failure of title to the Property, Subtenant shall not be entitled to
any award thereunder.
13. Subleasing and Assignment. Subtenant shall not and shall have no right
to voluntarily, involuntarily or by operation of law, assign, transfer,
hypothecate or otherwise encumber this Sublease, or any interest herein, and
shall not sublet nor permit the use by others of the Subleased Premises or any
part thereof without first obtaining in each instance Sublandlord's prior
written consent, which consent Sublandlord shall be entitled to withhold in its
sole discretion. Any such assignment, sublease, transfer or hypothecation
without Sublandlord's prior written consent shall be null and void and shall
constitute an immediate event of default under this Sublease. No acceptance by
Sublandlord of any rent or any other sum of money from any assignee, sublessee
or other category of transferee shall release Subtenant from any of its
obligations hereunder or be deemed to constitute Sublandlord's consent to any
assignment, sublease, transfer or hypothecation.
14. No Estate in Land. No estate in land is created hereby, and Subtenant
shall have only a usufruct in the Subleased Premises, not subject to
encumbrance, mortgage, transfer, assignment or other conveyance.
15. Early Termination by Either Party. Sublandlord has the right to
terminate this Sublease prior to expiration of the Sublease Term upon not less
than six (6) months prior written notice to Subtenant. After the first
anniversary date hereof, Subtenant has the right to terminate this Sublease
prior to expiration of the Sublease Term upon not less than six (6) months prior
written notice to Subtenant. Such termination shall be effective at midnight on
the day which is the later to occur of the date specified in such notice, or the
date which is six (6) months from the date such notice is delivered.
16. Holding Over. If Subtenant remains in possession of the Subleased
Premises after expiration of the Sublease Term or earlier termination date
designated pursuant to paragraph 15 above, with Sublandlord's acquiescence and
without any distinct agreement of the parties, then Subtenant by virtue of this
paragraph shall become a tenant from month-to-month at a monthly base rent,
payable in advance, in an amount equal to twice the amount of Base Rent payable
for the last month of the Sublease Term and otherwise subject to all of the
conditions and covenants of this Sublease as though this Sublease had originally
been a month-to-month tenancy. In no event shall there be a renewal of this
Sublease by operation of law, and any such month-to-month tenancy may be
terminated by either Sublandlord or Subtenant by giving thirty (30) days written
notice to the other. Specifically notwithstanding the foregoing, if Subtenant
shall remain in possession of the Subleased Premises as a holdover tenant
without the acquiescence of Sublandlord or otherwise in violation of the terms
and provisions of this Sublease, in addition to any other
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rights and remedies available to Sublandlord, Sublandlord shall have the
immediate right to reenter and take possession of the Subleased Premises.
17. Surrender of Subleased Premises. At the expiration or earlier
termination of this Sublease, Subtenant shall surrender the Subleased Premises
(and all keys to the Subleased Premises) to Sublandlord in the condition
required by the Prime Lease. Any property of Subtenant left upon the Subleased
Premises at the termination of this Sublease shall be deemed abandoned by
Subtenant, and Sublandlord may thereafter use or dispose of such property as
Sublandlord sees fit without obligation to Subtenant. Subtenant shall reimburse
Sublandlord on demand for Sublandlord's costs and expenses in removing and
disposing of such property, and Subtenant shall further indemnify and hold
Sublandlord free and harmless from any liability, claim or expense suffered or
incurred by Sublandlord in connection with the removal or disposal of such
property.
18. Subordination. Subject to the terms the Prime Lease, this Sublease and
all rights of Subtenant hereunder are and shall be inferior to any mortgage,
deed to secure debt, deed of trust or other instrument in the nature thereof
which may now or hereafter affect Sublandlord's interest in the Subleased
Premises or Building, and to any modifications, renewals, consolidations,
extensions or replacements of any such security instrument. This paragraph shall
be self-operative, and no further instrument of subordination shall be necessary
for the holder of any such security instrument. Subtenant shall, however,
execute, acknowledge and deliver to Sublandlord or the holder of any such
security instrument, upon demand and without expense, any and all instruments
that may be requested by Sublandlord for the purpose of subordinating this
Sublease and the rights of Subtenant hereunder to the rights and interests of
the holder of such security instrument and for any and all purposes reasonably
related thereto, including without limitation evidence that Subtenant shall
attorn to and recognize any successor to Sublandlord under this Sublease.
19. Estoppel Certificates. In addition to the requirements of Section
22(h)(i) of the Prime Lease, Subtenant shall at any time and from time to time,
upon not less than ten (10) days' prior written notice from Sublandlord,
execute, acknowledge and deliver to Sublandlord, or Sublandlord's designee, a
statement in writing (a) certifying that this Sublease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification), (b)
stating that Subtenant has accepted occupancy of the Subleased Premises, (c)
specifying the dates to which rent, and other amounts due hereunder have been
paid, and (d) certifying that there are no existing defaults on the part of
Sublandlord or Subtenant hereunder and that Subtenant has no defenses or offsets
against the enforcement of this Sublease or specifying such defaults, defenses
or offsets if any are claimed.
20. Exculpation. Sublandlord's obligations and liability to Subtenant with
respect to this Sublease shall be limited solely to Sublandlord's interest in
the Subleased Premises, and neither Sublandlord, nor any of the representatives,
partners, officers,
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directors or shareholders of Sublandlord, shall have any personal liability
whatsoever with respect to this Sublease or Sublandlord's obligations hereunder.
21. Environmental Matters. All warranties and covenants made by
Sublandlord in Article 8(i) of the Prime Lease are hereby made by Subtenant on
its own behalf to and for the benefit of Sublandlord with respect to Subtenant's
possession and occupancy of the Subleased Premises, including without limitation
the all agreements to pay costs and liabilities set forth in Sections 8(i)(C)
and 8(i)(E) of the Prime Lease, and Subtenant shall and hereby does indemnify
Sublandlord for any failure of Subtenant, its agents, employees or invitees to
comply with such covenants and warranties.
22. Indemnification. Unless due solely to the gross negligence or
misconduct of Sublandlord or its agents, neither Sublandlord nor Sublandlord's
agents shall be liable to Subtenant or Subtenant's agents, contractors or
visitors, and Subtenant shall and does hereby indemnify and hold Sublandlord
harmless from and against any and all loss, cost, liability, claim, damage or
expense (including, without limitation, reasonable attorneys' fees, court costs
and costs of investigation) incurred in connection with or arising from (a) any
default by Subtenant in the performance of any of the terms and provisions of
this Sublease on Subtenant's part to be performed; (b) Subtenant's use and
occupancy of the Subleased Premises; or (c) any acts, omissions or-negligence of
Subtenant, its agents, employees and guests in or about the Subleased Premises,
including, without limitation, any breach of security, or loss or
misappropriation of Sublandlord's proprietary or confidential information.
Subtenant, and all those claiming by, through or under Subtenant, shall store
their property in and shall occupy and use the Subleased Premises and all
portions of the Building and related improvements to which they are entitled
hereunder solely at their own risk. Subtenant and all those claiming or entering
the Subleased Premises by, through or under Subtenant hereby release
Sublandlord, to the full extent permitted by law, from all claims of every kind,
including, without limitation, personal injury, property damage, loss or other
damages occurring by theft or mysterious disappearance, or business
interruption, unless caused by or due to the gross negligence or misconduct of
Sublandlord.
23. Notices. Notices by Sublandlord and Subtenant shall be given to each
other in the same manner provided by the Prime Lease:
Sublandlord:
Equifax Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Subtenant:
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Equifax Services Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
24. Permitted Sublease under Prime Lease. Subtenant acknowledges and
agrees that Sublandlord is entering into this Sublease as a subletting permitted
without Prime Landlord's prior written consent pursuant to the terms of Section
11(a) of the Prime Lease. Accordingly, Subtenant acknowledges and agrees that
Sublandlord may assign all of Sublandlord's right, title and interest in this
Sublease to Prime Landlord and other parties pursuant to the terms of Section
11(a) of the Prime Lease. Subtenant further represents and warrants that
Subtenant is not a "Tax-Exempt Entity" as defined in Section 11(a)(iv) of the
Prime Lease.
25. Brokers. Each party represents to the other that it has not dealt with
any real estate broker, sales person or finder in connection with this Sublease.
Each party hereby agrees to indemnify and hold the other harmless from and
against any liabilities and claims for commissions and fees due or claimed to be
due by any party claiming to have dealt with the indemnifying party in
connection with this Sublease.
26. Governing Law; Time of Essence; Miscellaneous. This Sublease shall be
governed by the laws of the State of Georgia. Time shall be of the essence with
regard to the terms and provisions of this Sublease. This Sublease supersedes
all prior discussions and agreements between the parties and incorporates their
entire agreement with respect to the subject matter hereof and no
representations or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. Any term used in this Sublease
which begins with initial capital letters and is not defined herein shall have
the same meaning attributable to that term in the Prime Lease. No failure of
Sublandlord to exercise any power given Sublandlord hereunder, or to insist upon
strict compliance by Subtenant of any obligation hereunder, and no custom or
practice of the parties at variance with the terms hereof, shall constitute a
waiver of Sublandlord's right to demand exact compliance with the terms hereof.
This Sublease may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which shall constitute one and the same
instrument. All modifications of this Sublease must be in writing and signed by
the party to be bound. Subtenant shall not record this Sublease nor any
memorandum hereof.
(Signatures Begin on Next Page)
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[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxxxxx, Xxxxxxx]
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, the day and year first above written.
SUBLANDLORD:
EQUIFAX INC., A GEORGIA CORPORATION
By:
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Name:
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Title:
--------------------------
Attest:
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Name:
---------------------------
Title:
--------------------------
[CORPORATE SEAL]
(Signatures Continued on Next Page)
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[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxxxxx, Xxxxxxx]
SUBLANDLORD:
EQUIFAX INC., A GEORGIA CORPORATION
By:
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Name:
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Title:
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Attest:
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Name:
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Title:
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[CORPORATE SEAL]
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