Exhibit 10(Y)
SUBLEASE AGREEMENT
The parties to this sublease agreement of July 3, 1996 ("Sublease") are:
XXXXX XXXXXXXX ASSOCIATES, ("Sublandlord"), a New York partnership with
offices and doing business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000; and
Unitel Video, Inc. ("Subtenant"), a Delaware corporation with offices and
doing business at 000 Xxxx 00 Xxxxxx, Xxx Xxxx, XX 00000.
WHEREAS, 000 Xxxx 00xx Xxxxxx Company ("Landlord") as landlord, being
the successor-in-interest to Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx, as Trustees
under the Last Will and Testament of Xxxxxx Xxxxxxxx, Deceased, Consolidated
Investing Company, and Xxxxxx X. Xxxxxx, as Executor Under the Last Will and
Testament of Xxxxxxx Xxxxxxxxx, Deceased, the successors-in-interest to
Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxxxx, as Executors and Trustees under the
Last Will and Testament of Xxxxxx Xxxxxxxx, Deceased, Consolidated Investing
Company and Xxxxxxx Xxxxxxxx), and Sublandlord, as tenant, entered into an
agreement of lease dated July 31, 1981 and a first amendment of lease
agreement dated August 11, 1989 (the "Lease") which provide, INTER ALIA, for
Sublandlord to rent from Landlord the entire rentable area of the second
(2nd) floor (the "Demised Premises") of the building known as and located at
000 Xxxx 00xx Xxxxxx, xx xxx Xxxx, Xxxxxx and State of New York for a term
expiring on August 31, 1999;
WHEREAS, Sublandlord and Subtenant desire to provide for Subtenant to
sublet the Demised Premises from Sublandlord as hereinafter set forth.
NOW THEREFORE, it is mutually agreed as follows:
1. Attached hereto and made a part hereof as Exhibit "A" is a copy of
the Lease. References herein to the "Lease" shall include the Lease with the
express revisions to the Lease made by Landlord and Tenant in the "Sublease
Consent Agreement."
2. The term of this Sublease (the "Term") shall commence on the
"Commencement Date" and it shall expire, unless sooner terminated in
accordance with the provisions hereof, on August 30, 1999.
3. This Sublease is subject to the written consent of the Landlord in
the Sublease Consent Agreement which is attached hereto as Exhibit "B" (the
"Sublease Consent Agreement").
4. The "Commencement Date" is the date that Sublandlord shall deliver
and Subtenant shall accept, keys to and exclusive possession of the Demised
Premises broom clean, free of all liens, claims, damages, occupants and
personal property (other than the personal property described in paragraph 11
below), and otherwise in "as is" condition. Sublandlord will move out and
deliver possession of the Demised Premises as described above by July 13,
1996, or as soon thereafter as practicable, and no later than July 19, 1996,
subject only to FORCE MAJEURE. However, Subtenant shall be given access to
the Demised Premises by July 1, 1996 of the purpose for performing work
SUBLEASE AGREEMENT PAGE 1
to prepare the Demised Premises for its occupancy, and Subtenant shall move
into and occupy the Demised Premises on July 13, 1996. Subtenant's access
prior to July 13, 1996 to perform work and Subtenant's occupancy on and after
July 13, 1996 pursuant to the provisions of the previous sentence prior to
the Commencement Date shall be subject to all of the provisions of this
Sublease except the obligations to pay "Base Rent" (as defined below) to
Sublandlord. The provisions of this paragraph shall constitute "an express
provisions to the contrary" within the meaning of Section 223-a of the New
York Real Property Law. During the interval from July 1, 1996 to the
Commencement Date, the parties shall cooperate with each other to minimize
interference and maximize coordination between them with respect to their
respective work and operations in the Demised Premises, including, but not
limited to, the relocation of Subtenant's offices into the Demised Premises
and the relocation of Sublandlord's offices out of the Demised Premises. If
Sublandlord does not deliver exclusive possession of the Demised Premises to
Subtenant on or before the "Deadline Date" (defined below), Subtenant may
elect to cancel this Sublease by giving notice of cancellation to Sublandlord
by hand delivery at the Demised Premises no later than the day after the
Deadline Date advising Sublandlord that this Sublease is canceled and
Subtenant (together with any one claiming under or through Subtenant) shall
surrender the Demised Premises to Sublandlord and neither party shall have
any other or further claims arising under this agreement. The "Deadline Date"
shall be July 20, 1996 plus one day for each day that elapses after June 28,
1996 to the date that Subtenant signs and delivers (and Sublandlord receives)
this Sublease and the Sublease Consent Agreement to Sublandlord for
Sublandlord's countersignature. Subtenant shall not sign and deliver this
agreement to Sublandlord and the Sublease Consent Agreement (nor shall
Sublandlord receive this agreement and the Sublease Consent Agreement) on a
Saturday, Sunday or Legal Holiday (i.e., July 4).
5. Sublandlord hereby sublets the Demised Premises to Subtenant for the
Term, subject to the provisions of this Sublease. Subtenant covenants and
agrees to pay Sublandlord the "Rent" (as hereinafter defined) as required in
this Sublease, and to pay, perform, keep and observe all of the terms,
provisions, covenants and conditions required under this Sublease to be paid,
performed, kept and observed by Subtenant under this Sublease.
6. This Sublease is subject and subordinate to the Lease, and any
agreement of record that the Lease is subject to. Subtenant covenants that it
will not violate the Lease or any agreement of record that the Lease is
subject to. Sublandlord covenants that it will not violate the Lease, the
Sublease Consent Agreement and any agreement of record that the Lease is
subject to. (See Exhibit "B".) Sublandlord will not amend or terminate the
Lease without Subtenant's consent if it will affect Subtenant.
7. The Lease describes the Landlord's duties. Sublandlord is not
obligated to perform the Landlord's duties. If the Landlord fails to perform,
Subtenant must send Sublandlord a notice. Upon receipt of the notice,
Sublandlord shall then promptly notify the Landlord and demand that the Lease
agreements be carried out. Sublandlord shall continue the demands until the
Landlord performs, including, but not limited to,
SUBLEASE AGREEMENT PAGE 2
commencing an action or proceeding if necessary to enforce the Landlord's
obligations under the Lease if and as directed by Subtenant at Subtenant's
expense, or permitting Subtenant to bring such an action or proceeding in
Sublandlord's name if necessary. Subtenant shall furnish to Sublandlord and
Sublandlord shall furnish to Subtenant a copy of all notices from Landlord
promptly upon receipt. Subtenant shall pay, perform, keep and observe all of
the terms, provisions, covenants and conditions required to be paid,
performed kept or observed by Sublandlord under the Lease, except as
expressly provided otherwise in this Sublease and the Sublease Consent
Agreement. Sublandlord shall have all of the rights and remedies against
Subtenant under this Sublease for Subtenant's breach of this Sublease that
the Landlord has against Sublandlord under the Lease for Sublandlord's breach
of the Lease without regard to whether or not the Landlord has exercised
those rights against Sublandlord or resorted to those remedies against
Sublandlord for the acts or omissions of Subtenant. Those rights and remedies
of Sublandlord shall be in addition to, and not in lieu of, whatever other
rights or remedies may exist in law or equity.
8. Except as otherwise provided in the Sublease Consent Agreement
attached hereto as Exhibit "B", all of the provisions of the Lease applicable
to Sublandlord shall apply to Subtenant except the following:
A. In lieu of the "annual base rent" payable to Landlord as
described in the Lease (which Sublandlord shall continue to pay to
Landlord as provided in the Lease), Subtenant covenants and agrees
to pay "Base Rent" to Sublandlord in equal advance monthly
installments, without prior demand, offset or deduction of any kind
whatsoever (except as otherwise provided in the Sublease Consent
Agreement), commencing as of the Commencement Date, and on the first
day of each and every month thereafter for the balance of the Term
(except for the first such monthly installment which shall be paid
upon execution of this Sublease and applied against the first
monthly installments of Base Rent coming due on and after the
Commencement Date), at the following annual rental rate; $231,000.00
per year ($19,250.00 per month) from the Commencement Date (1) to
August 30, 1999.
B. In lieu of the security deposit required under Articles 31 and 42
of the Lease, Subtenant shall furnish Sublandlord with a cash security
deposit upon execution hereof in the sum of $19,250.00 to secure
Subtenant's payment and performance of all of its obligations under
this Sublease as provided in Article 31 of the Lease, but without
limiting Sublandlord's remedies to the amount so secured. If any
portion thereof shall be applied by Sublandlord to a claim for Base
Rent or any other amount required to be paid by Subtenant,
including, but not limited to
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(1) If the Commencement Date is not the first day of the month, the Base Rent
for the month in which the Commencement Date occurs shall be prorated to
reflect the portion of the month that elapsed prior to the Commencement Date.
SUBLEASE AGREEMENT PAGE 3
damages for Subtenant's default during the Term, the amount so applied
shall be replenished by Subtenant and shall be due and payable as
additional rent.
C. Article 45 and Article 60 of the Lease is replaced by this
paragraph. Sublandlord represents that it used the services of
Xxxxxxxx Real Estate Co. Inc. ("Xxxxxxxx") and Xxxxxx X. Xxxxxx
Co. Inc. ("ESG") in connection with this agreement, and that: its
agreement with Xxxxxxxx provides for Xxxxxxxx to waive any fee or
commission in connection with this Sublease and its agreement with
ESG provides for it to pay the fee or commission of ESG in connection
with this Sublease. Subtenant represents that it used only the
services of ESG in connection with this agreement, and that its
agreement with ESG provides for ESG to collect a commission for this
Sublease from Sublandlord and no fee or commission from Subtenant
for this Sublease. Sublandlord has agreed with ESG to pay a
commission to ESG for this Sublease, if, when and as the Landlord
consents to this Sublease and this Sublease is fully executed and
unconditionally delivered; Sublandlord covenants to pay such
commission to ESG and represents that such commission covers the
services rendered by ESG to Sublandlord and Subtenant for this
Sublease. Sublandlord will indemnify and hold Subtenant harmless
from and against any fee or commission claims of any broker arising
from Sublandlord's dealings with the claimant for this Sublease or
Sublandlord's breach of its representations in this paragraph.
Subtenant will indemnify and hold Sublandlord harmless from and
against any fee or commission claims of any broker arising from the
falsity of Subtenant's representations contained in this paragraph.
D. Articles 46, 49, 58 and 60 of the Lease and paragraphs 2, 3 and 4
of the first lease amendment shall not apply to this Sublease.
E. Sublandlord (and not Subtenant) shall make the payments required
under Article 48 of the Lease. When and as Sublandlord is required
to make a payment to the Landlord under Article 48 of the Lease
("Escalation for Taxes") for any tax year subsequent to tax year
1996/97, Subtenant shall pay Sublandlord an amount equal to the
difference between the Escalation for Taxes in the then current Tax
Year and the Escalation for Taxes in Tax Year 1996/97 (the "Tax
Escalation Payment").
9. Subtenant shall carry the insurance and undertake the indemnification
obligations described in the Lease with respect to the Demised Premises and
Subtenant's operations therein at its sole cost, risk and expense, and
Sublandlord shall be indemnified and named as an additional insured as its
interests may appear. Subtenant may furnish certificates of insurance to
evidence the required coverages
SUBLEASE AGREEMENT PAGE 4
instead of copies of the insurance policies unless Landlord requires copies
of policies. Sublandlord will have its own insurance in effect as required by
the Lease.
10. Subtenant shall obtain and pay for direct electric service from the
utility company. Sublandlord represents that it has been obtaining direct
electric service from the utility company for the Demised Premises through the
existing electric meter and that such meter is in good working order and
condition and it will be in good working order and condition on the Commencement
Date.
11. Attached hereto as Exhibit "C" is a list of personal property
consisting of furniture in the Demised Premises that is being sold by
Sublandlord to Subtenant on an "as is" basis in consideration of the sum of
$1.00 which is being paid by Subtenant to Sublandlord upon execution of this
agreement.
12. As used herein "Rent" shall mean and include the "Base Rent" and
"additional rent" (defined below). All payments other than the Base Rent
required to be made by Subtenant pursuant to this Sublease (including, but not
limited to, payments for all fees and charges, and any and all damages,
interest, costs, fees and expenses caused by Subtenant's default) shall be
deemed additional rent and, in the event of any nonpayment thereof, Sublandlord
shall have all rights and remedies provided for herein and by law for nonpayment
of the Base Rent in addition to whatever other remedies may be available to
Sublandlord.
13. Except as otherwise provided in the Sublease Consent Agreement,
Subtenant shall not underlet the Demised Premises or assign this Sublease, in
whole or in part, without Sublandlord's prior written consent in each instance
(which consent shall not be unreasonably withheld or delayed), subject to all of
the requirements of the Lease, including, but not limited to the requirement
that the Landlord consent to any subletting or assignment, in whole or in part.
However, Subtenant may, on prior written notice to Sublandlord, without
Sublandlord's prior written consent, assign this Sublease or sub-sublet pursuant
to any sub-sublease or assignment agreement that has been approved in writing by
Landlord prior to the date on which such agreement becomes effective as well as
any sub-sublease or assignment of this Sublease that the Landlord permits
Subtenant to enter into without Landlord's prior written consent. Sublandlord
hereby consents to the dispositions of the Demised Premises and the sub-
subleases that the Landlord is consenting to in the attached Sublease Consent
Agreement. Any sub-sublease of the Demised Premises, in whole or in part, or
assignment of this Sublease shall comply with the applicable provisions of the
Lease and this Sublease, shall not relieve Subtenant of Subtenant's obligations
to Sublandlord under this Sublease, shall not impair the rights of Sublandlord
under this Sublease, and shall be subject and subordinate to this Sublease and
the Lease, but Sublandlord shall not elect to cancel or terminate this Sublease
under subparagraph 50(a) of the Lease. Nothing contained herein and no consent
to any disposition of the Demised Premises (in whole or in part) by Subtenant at
any time shall create privity between Sublandlord and any sub-subtenant.
However, the provisions of any sub-sublease of
SUBLEASE AGREEMENT PAGE 5
the Demised Premises shall include an acceptance by the sub-subtenant of the
following:
If the Sublease shall be terminated by Sublandlord for the Subtenant's
monetary breach or default under the Sublease (or for any non-monetary
breach or default of Subtenant that is not due to the act or omission
of sub-subtenant) while the sub-sublease remains in effect, Sublandlord
will not evict sub-subtenant or seek to interrupt its rights to
possession of the Demised Premises due to the termination of the
Sublease and the Sublease shall continue as a sublease between
Sublandlord as lessor, and sub-subtenant, as lessee, with the same
force and effect as if Sublandlord, as lessor, and sub-subtenant,
as lessee, had entered into a sublease as of the date of the
termination of the Sublease, containing the same terms, covenants
and conditions as those contained in the Sublease, for a term equal
to the unexpired term of the Sublease as if the Sublease was still in
effect. From and after such termination of the Sublease: sub-subtenant
will attorn to Sublandlord, and Sublandlord will accept such
attornment; and sub-subtenant will assume and perform the obligations
of Subtenant under the Sublease as if it had executed the Sublease as
the Subtenant without prejudice to any claims that Sublandlord may have
against Subtenant for Subtenant's violation of the Sublease.
14. All notices permitted or required under this Sublease shall be sent by
certified mail, "return receipt requested", or sent for next business day
delivery by a national overnight courier service (e.g., Federal Express, DHL,
Airborne Express or Express Mail) and shall be deemed to have been given on the
date of receipt, first refusal or first attempted delivery, to the addresses of
the respective parties hereinabove set forth or to such other address as either
party may designate as the address for notices to it on at least ten (10) days
prior written notice.
15. Subtenant has no authority to make any agreement with the Landlord
about the Demised Premises or the Lease during the Term of the Sublease which
will adversely affect Sublandlord. However, it is acknowledged that certain
rights and obligations of the Subtenant (e.g., to request and pay for "After
Hours" access and the like) may be delegated to a permitted sub-subtenant
without relieving any one of liability to any one else for any breach of the
Lease, the Sublease or any sub-sublease which will exist despite such
delegation. Subtenant may not pay Rent or other charges to the Landlord, but
only to Sublandlord, except as otherwise provided herein, in the Lease or in
Exhibit "B". Sublandlord shall not make any agreement with the Landlord about
the Demised Premises or the Lease during the term of this Sublease which will
adversely affect Subtenant. However, it will not be deemed to adversely affect
Sublandlord if Subtenant enters into a lease agreement for the Demised Premises
for a term commencing after the term of the Lease ends, or any lease agreement
for any other space in the Building at any time. Sublandlord represents that it
has no options to renew the Lease and no agreement providing for it to lease the
Demised Premises after the end of the term of the Lease. Sublandlord will not
enter into a
SUBLEASE AGREEMENT PAGE 6
new lease of the Demised Premises or any agreement to terminate, renew or extend
the term of the Lease of the Demised Premises.
16. Sublandlord consents to the Subtenant's alterations described in the
Sublease Consent Agreement in accordance with the provisions of Exhibit B.
17. This is the final and complete agreement of the parties as to the
subject matter hereof and it supersedes any other understandings or
communications. If there is any conflict between this agreement and the
Sublease Consent Agreement, the Sublease Consent Agreement shall control. This
Sublease cannot be altered or waived, in whole or in part, except in writing
signed and delivered by both parties. It shall be interpreted without any
presumption against either party as the drafter. Words intentionally deleted
from prior drafts shall be disregarded in determining the meaning and effect of
this Sublease.
18. This Sublease shall be binding on, and inure to the benefit of, the
parties hereof and their legal representatives, successors and assigns, but
there shall be no assignments except if and as provided herein.
IN WITNESS WHEREOF, the parties have signed this Sublease on the date first
written above.
XXXXX XXXXXXXX ASSOCIATES UNITEL VIDEO, INC.
By: Xxxx XxXxxxxx By: /s/ Xxxxx Xxxx Xxxxxxx
-------------------------------- --------------------------------
SUBLEASE AGREEMENT PAGE 7
EXECUTION COPY
SECOND TIER SUBLEASE
1. PARTIES. THIS SECOND TIER SUBLEASE ("Sublease"), dated as of the 3rd day
of July, 1996, is entered into by and between UNITEL VIDEO, INC., a Delaware
corporation ("Sublessor"), and PARAMOUNT PICTURES CORPORATION, a Delaware
corporation ("Sublessee").
2. PREMISES. Sublessor hereby leases to Sublessee, and Sublessee hereby
leases from Sublessor, upon the terms, conditions and covenants set forth
herein, those certain premises containing approximately 16,969 square feet,
being a portion of the second floor of the building (the "Building") located at
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Premises"), as more particularly
identified on the plan attached hereto as Exhibit "A".
3. TERM. The term of this Sublease ("Term") shall commence (the "Sublease
Commencement Date") on the "Commencement Date" under the Master Sublease
(hereinafter defined) and shall expire on August 30, 1999. Notwithstanding the
foregoing, this Sublease shall terminate (i) upon delivery of the Termination
Notice (hereinafter defined) as provided below and (ii) immediately upon
termination of the Master Sublease for any reason and if Sublessor shall not
have exercised its rights under paragraph 13 of the Consent (hereinafter
defined). If the Commencement Date shall not have occurred under the Master
Sublease and Sublessor shall thereby have the right to terminate the Master
Sublease, Sublessee shall have the right by written notice to Sublessor to
require Sublessor to terminate the Master Sublease. Further notwithstanding the
foregoing, if prior to the Commencement Date Sublessee takes possession of or
causes the commencement of any work or the moving of any property into the
Premises, on the date upon which Sublessee took any such action Sublessee shall
be deemed to be subject to all of the provisions of this Sublease except the
obligation to pay Monthly Rent which shall not commence until the Commencement
Date.
In the event that Sublessee shall not have committed to extend the Term of
that certain Production Facilities Agreement dated as of July 3, 1996 (the
"Facilities Agreement") between Sublessor and Sublessee on or before March 1,
1998 in accordance with paragraph 10 of the Facilities Agreement, Sublessor
shall have the option by written notice (the "Termination Notice") to Sublessee
on or before March 15, 1998 to either (i) terminate this Sublease effective July
21, 1998 or (ii) require Paramount Pictures Corporation ("Assignee") to
immediately assume Sublessor's obligations under the Master Sublease
(hereinafter defined) with respect to the entire premises demised thereunder and
Assignee shall do or cause to be done all things required for such assumption by
assignment in accordance with the Master Sublease.
4. MASTER LEASE. Sublessor hereby warrants that (i) Sublessor is the
subtenant under that certain Sublease dated July 3, 1996 (the "Master Sublease")
with Xxxxx Xxxxxxxx Associates ("Master Sublessor"), which Master Sublease is
subject to all of the terms of that certain Sublease Consent Agreement dated
July 3, 1996 among Master Sublessor, Sublessor and the owner of the Building
(the "Landlord")(the "Consent" and for all purposes of this Sublease each
reference to the Master Sublease shall mean such agreement as supplemented by
the Consent), which Master Sublease covers the entire second floor space in the
Building, including the Premises; (ii) the Master Sublease is in full force and
effect and neither Sublessor nor Master Sublessor (to Sublessor's knowledge) is
in default under any provision under the Master Sublease; (iii) a true and
complete copy of the Master Sublease (and any amendments thereto) is attached
hereto as Exhibit "B"; and (iv) the Premises are not subleased to others.
Provided that it is not in default hereunder, Sublessee shall have the peaceful
and quiet enjoyment of the Premises without hindrance on the part of Sublessor,
and Sublessor will warrant and defend the Sublessee in such peaceful and quiet
enjoyment of the Premises against the claims of all persons claiming by, through
or under Sublessor. Sublessor shall keep the Master Sublease in full force and
effect by making timely payments of rent as required by the Master Sublease and
by performing all obligations of the lessee under the Master Sublease not
specifically assumed by the Sublessee hereunder. Sublessor shall neither do nor
permit anything to be done by any party over which Sublessor has control which
would cause the Master Sublease to be terminated or forfeited by reason of any
right of termination or forfeiture reserved or vested in the Master Sublessor
under the Master Sublease and Sublessor shall indemnify and hold harmless
Sublessee from and against all claims, liabilities and damages of any kind
whatsoever by reason of any breach or default on the part of Sublessor.
Sublessor agrees, upon receipt from Sublessee of written notice of any default,
obligation or duty of the Master Sublessor under the Master Sublease to promptly
notify the Master Sublessor of Sublessee's notice and to use its best efforts to
cause Master Sublessor to rectify or fulfill any default, obligation or duty as
listed in Sublessee's notice. Sublessor's obligations and responsibilities under
this paragraph 4 shall not apply with respect to any mortgagee of the Building
or any occurrence caused by any act or omission of Sublessee hereunder.
Notwithstanding the foregoing, Sublessee's obligations hereunder shall not be
excused by reason of any failure or delay of Sublessor, Master Sublessor or the
Landlord in performing their obligations under this Sublease, the Master
Sublease or the Lease (as defined in the Master Sublease), respectively.
The Sublease and each and every provision hereof is and shall remain
subject and subordinate to the Master Sublease and the Lease and each and every
provision thereof. Except as otherwise specifically provided in this Sublease,
the terms, provisions, covenants, rules and regulations, rights, obligations,
remedies and agreements of the Master Sublease are incorporated herein by
reference with the same force and effect as if they were fully set forth herein
except that any reference in the
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Master Sublease to "Sublandlord" and "Subtenant" shall mean Sublessor and
Sublessee, respectively, as such terms are used in this Sublease, and shall,
as between Sublessor and Sublessee constitute the terms of this Sublease
except to the extent they do not relate to the Premises or are inapplicable,
inappropriate, inconsistent with or modified by the provisions of this
Sublease.
As between Sublessor and Sublessee, for the purposes of this Sublease, the
following provisions of the Master Sublease shall be deemed inapplicable:
Paragraphs, 2, 4, 8A, 8B and 8C. In the event of any conflict between the terms
and provisions of the Master Sublease and the terms and provisions of the
Sublease, the terms and provisions of the Sublease shall govern.
5. RENT. Commencing as of the Sublease Commencement Date, Sublessee shall
pay to Sublessor rent in the sum of Fifteen Thousand Five Hundred Fifty Four and
92/100 ($15,554.92) Dollars per month ("Monthly Rent"), payable upon execution
of this Sublease and on the first day of each calendar month during the Term. If
the first day of the Term does not fall on the first day of the month, then rent
for such month shall be proportionately prorated. Monthly Rent shall be
delivered to the Sublessor at the address set forth hereinafter for the delivery
of notices.
In addition to the Monthly Rent, Sublessee shall pay, as additional rent
(i) its proportionate share (81%) of any and all additional rent which Sublessor
is obligated to pay as subtenant under the Master Sublease in respect of Tax
Escalation Payments, (ii) 100% of any and all additional rent which Sublessor is
obligated to pay as subtenant under the Master Sublease and which is not
included in the preceding clause (i) ( the amounts described in this clause (ii)
being, "Master Sublease Additional Rent"), and (iii) any other sums payable by
Sublessee hereunder.Sublessor shall provide Sublessee with all necessary backup
documentation which will enable Sublessee to verify Sublessor's calculation of
additional rent payable hereunder. It is understood that this Sublease is a
triple net sublease and since on the Commencement Date Sublessee shall be the
only tenant of the Demised Premises under the Master Sublease, Sublessee shall
pay 100% of the Master Sublease Additional Rent as provided in the preceding
sentence. However, in the event that Sublessor shall sublease the balance of the
Demised Premises or use it for anything other than storage, then Sublessee shall
only be required to pay its proportionate share (81%) of Master Sublease
Additional Rent due on and after the date of such sublease or other use.
Notwithstanding the foregoing, in the event that Sublessor shall use the air
conditioning in the space on the second floor which is not subleased to
Sublessee hereunder, then Sublessee shall only be required to pay 81% of
electricity charges attributable to air conditioning.
6. IMPROVEMENTS. Sublessee may construct within the Premises, at
Sublessee's cost, certain improvements to the Premises pursuant to the terms of
Exhibit "D" attached hereto in accordance with the terms of the Master Sublease.
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7. CONDITION OF PREMISES. Sublessee shall accept the Premises in its "as
is" condition and Sublessor makes no representation or warranty regarding the
condition of the Premises whatsoever for the benefit of Sublessee, including
with respect to compliance with law, latent or patent defects in the Premises or
title to the Premises. Sublessor shall deliver the HVAC for the Premises to
Sublessee in good working order on the Commencement Date. Thereafter and
throughout the Term, Sublessor shall maintain a service contract for the HVAC
and Sublessee shall reimburse Sublessor the cost of such contract for the HVAC
for the Premises as additional rent hereunder.
8. USE OF THE PREMISES. Sublessee shall use the Premises for general office
purposes and such other related purposes incidental thereto as are permitted
under the Master Sublease. Sublessee shall be afforded such after-hours access
to the Premises as Sublessor is afforded under the Master Sublease.
9. MAINTENANCE AND REPAIRS. Sublessee shall be responsible for all
maintenance and repairs to the Premises which are the obligations of Sublessor
under the Master Sublease.
10. ASSIGNMENT AND SUBLETTING. Sublessee shall not assign this Sublease,
without Sublessor's prior written consent, which consent shall not be
unreasonably withheld or delayed. Notwithstanding anything contained herein (i)
Sublessee shall have the right to assign this Sublease to any affiliate,
subsidiary, parent or successor of Sublessee or to any entity acquiring all or
substantially all of the stock or assets of Sublessee or to any entity with
which Sublessee may merge or consolidate and (ii) any assignment or sublease by
Sublessee (a) while the Facilities Agreement is in effect, may only be to an
entity which at the time of assignment or sublease is the "Production Company"
under the Facilities Agreement, (b) shall be of the entire Premises, (c) shall
not relieve the assignor or sublessor of joint and several liability under this
Sublease and (d) shall be subject to all of the terms set forth in the Master
Sublease.
11. CONSENTS. In those instances where the terms and provisions contained
in either the Master Sublease or this Sublease require that Sublessee obtain the
consent of Sublessor, it is agreed that such consent shall not be unreasonably
withheld or delayed.
12. SURRENDER OF THE PREMISES. Upon the expiration or sooner termination
of the Term of this Sublease, Sublessee shall surrender the Premises to
Sublessor in the condition required by the Master Sublease. All trade fixtures,
equipment and other personal property located on the Premises shall belong to
Sublessee and, upon expiration of this Sublease, Sublessee shall remove from the
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Premises all such trade fixtures, equipment and personal property in accordance
with the provisions of the Master Sublease.
13. NOTICES. Any notice or demand required or desired to be given under
this Sublease shall be in writing and shall be given by certified mail, return
receipt requested, or by a nationally recognized overnight express courier
service, and shall be deemed to have been given within three (3) days of mailing
in the case of certified mail, or the following day in the case of overnight
express. The addresses of Sublessor and Sublessee for notices are as follows:
Sublessee:
Paramount Pictures Corporation
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxxx
With a copy to:
Viacom Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: General Counsel
Sublessor:
Unitel Video, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Either party may change its address by giving notice of same in accordance
with this paragraph.
14. PERSONAL PROPERTY. Attached hereto as Exhibit "C" is a list of
personal property consisting of furniture in the Premises that has been
purchased by Sublessor from the Master Sublessor pursuant to the terms of the
Master Sublease. Sublessor hereby sells all such personal property to Sublessee
on an "as is" basis in consideration of the sum of $1.00 which is being paid to
Sublessor upon execution of this Sublease.
15. BROKERS. Sublessor and Sublessee each warrants and represents to the
other that it has had no dealings with real estate broker or agent in connection
with the
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negotiation of this Sublease, and that it knows of no real estate broker or
agent who is or might be entitled to a commission in connection with this
Sublease. Sublessee and Sublessor shall indemnify and hold harmless each
other from and against any and all liabilities or expenses, including
reasonable attorneys' fees, arising out of claims made by any broker or
individual for commissions or fees resulting from the execution of this
Sublease.
16. INSURANCE. Sublessee shall carry the insurance required by the Master
Sublease for the benefit of Sublessor, Master Sublessor and Landlord, naming all
such parties as an additional insured as their interests may appear.
17. INDEMNITY. Sublessee shall indemnify and hold harmless Sublessor from
and against any and all loss, cost, liability, claims, damage and expenses,
including reasonable attorneys' fees and expenses and court costs, incurred in
connection with or arising from (i) any default by Sublessee in the observance
or performance of, or compliance with, any of the terms, covenants or conditions
of this Sublease on Sublessee's part to be observed, performed or complied with
and (ii) any acts, omissions or negligence of Sublessee or any person claiming
through or under Sublessee, or the employees, agents, contractors, licensees or
invitees of Sublessee or any such person, in or about the Premises.
18 GENERAL.
A. Captions. The captions and headings used in this Sublease are for
the purpose of convenience only and shall not be construed to limit or extend
the meaning of any part of this Sublease.
B. Time. Time is of the essence for the performance of each term,
condition and covenant of this Sublease.
C. Severability. In case any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision of this Sublease, but this Sublease shall be construed as if
such invalid, illegal or unenforceable provision had not been contained herein.
D. Choice of Law. This Sublease shall be construed and enforced in
accordance with the laws of New York.
E. Gender, Singular, Plural. When the context of this Sublease
requires the neuter gender includes the masculine, the feminine, a partnership
or corporation or joint venture, and the singular includes the plural.
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F. Binding Effect. The covenants and agreements contained in this
Sublease shall be binding on the parties hereto and on their respective
successors and assigns.
G. Entire Agreement. This Sublease is the entire agreement between the
parties with regard to the subject matter hereof and there are no agreements or
representations with regard thereto between the parties except as expressed
herein. Except as otherwise provided herein, no subsequent change or addition to
this Sublease shall be binding unless in writing and signed by the parties
hereto.
H. Attorneys' Fees. In the event either party shall bring any action
or legal proceeding for an alleged breach of any provision of this Sublease, the
prevailing party shall be entitled to recover as a part of such action or
proceedings, or in a separate action bought for that purpose, reasonable
attorneys' fees and court costs.
IN WITNESS WHEREOF, the parties have executed this Sublease as of the date
first written.
SUBLESSOR:
UNITEL VIDEO, INC.
By/s/ Xxxxx Xxxxxxx
Vice President
SUBLESSEE:
PARAMOUNT PICTURES CORPORATION
By/s/ Xxxxx Xxxx
Vice President
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