LEASE AGREEMENT
Exhibit
10.2
This
Lease Agreement (this “Agreement”) is entered into as of this 22
day
of
June 2006, by and between WINSONIC
DIGITAL MEDIA GROUP, LTD, a
Georgia
Profit Corporation (“Tenant”) and JT
COMMUNICATIONS, LLC,
a
Georgia limited liability company (“JTC”).
RECITALS
A. JTC
leases approximately one thousand one hundred fifty (1,150) square feet of
space
(the “Master Premises”) within the building located at 00 Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000 (the “Building”) pursuant to that certain Lease Agreement
(the “Master Lease”) dated as of October 1, 2001, by and between JTC and Bank
Building Limited Partnership, a Georgia limited partnership (the “55 Landlord”).
JTC has set aside a portion of the Master Premises for use by multiple parties
as a room to facilitate interconnections between various telecommunications
providers and users who enter into agreements with JTC for the use of space
within the Master Premises.
B. Tenant
wishes to obtain the right from JTC for use of certain space within the Master
Premises. JTC is willing to give Tenant an exclusive right to use a cabinet
measuring seven feet (7’) by thirty inches (30”) by thirty six inches (36”)
within the Master Premises, all as more particularly described in Exhibit
A,
attached hereto and incorporated herein (the Premises”), and a non-exclusive
right to use the JTC Facilities (as hereinafter defined).
NOW,
THEREFORE, for and in consideration of Ten Dollars ($10.00), the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT
1. Use
of
Premises and JTC Facilities.
JTC
hereby grants to Tenant an exclusive right to use the Premises and a
non-exclusive right to use the JTC Facilities (as hereinafter defined). Tenant’s
use of the Premises and the JTC Facilities (as hereinafter defined) shall be
on
the terms and conditions set forth in this Agreement.
2. Commencement
and Expiration Agreement.
Tenant
may commence using the rights on July 1, 2006 (the “Commencement Date”). This
Agreement shall expire on June 30, 2008 (the “Expiration Date”). So long as
Tenant is not in default in the performance or satisfaction of any of its
obligations hereunder at the Expiration Date, this Agreement shall automatically
renew for a one (1) year period, on the same terms and conditions set forth
herein, except that JTC shall not be obligated to perform any alteration,
improvement or work to the Master Premises and the Monthly Rental shall be
as
set forth below. Tenant shall have only one (1) renewal option. If Tenant does
not want to renew at the Expiration Date, Tenant shall give JTC not less than
three (3) months prior written notice.
3. Monthly
Rental.
Commencing on the Commencement Date, Tenant shall pay to JTC on the first
(1st)
day of
each month at JTC’s office or at such other place as JTC may designate, in
lawful money of the United States, without demand, deduction or offset, rental
(the “Monthly Rental”) in the amount of One Thousand Three Hundred Fifty and
No/100 Dollars ($1,350.00). The Monthly Rental shall be comprised of Six Hundred
and No/100 Dollars ($600.00) attributable to Tenant’s cabinet and Seven Hundred
Fifty and No/100 Dollars ($750.00) attributable to “Maxcell Compartment”
connection to the 16th
Floor
described in Section 23. Upon execution of this Agreement, Tenant has paid
to
JTC One Thousand Three Hundred Fifty and No/100 Dollars ($1,350.00),
representing July 2006 Monthly Rental; One Thousand Three Hundred Fifty and
No/100 Dollars ($1,350.00), representing the Security Deposit; and Five Hundred
and No/100 Dollars ($500.00), representing a one time prep charge for a total
of
Three Thousand Two Hundred and No/100 Dollars ($3,200.00). In the event Tenant
fails to pay the Monthly Rental or any other payment called for under this
Agreement within five (5) days after the time period specified herein, Tenant
shall pay a late charge equal to ten percent (10%) or the maximum lawful rate;
whichever is less, for all amounts not paid within five (5) days after the
time
period specified herein. The Monthly Rental for any partial calendar month
shall
be equitably prorated. The timely payment of the Monthly Rental is a condition
precedent to Tenant’s rights hereunder. Unless this Agreement is terminated
pursuant to the terms hereof, Tenant shall remain obligated for the Monthly
Rental until the Expiration Date, and shall remain obligated until such time
for
Tenant's other obligations under this Agreement, regardless of whether Tenant
actually makes use of the rights granted hereunder. On the anniversary of the
Commencement Date, the Monthly Rental shall be increased as
follows:
|
Anniversary
of Commencement Date
|
Monthly
Rental
|
|
|
1
|
$1,418.00
|
|
|
2
|
$1,488.00
|
4. Security
Deposit.
The
Security Deposit (as defined above) shall be paid by Licensee to JTC on the
date
of Licensee’s execution of this Agreement and shall be held by JTC for the
performance of Licensee's covenants and obligations under this Agreement. The
Security Deposit shall not be considered an advance payment of any Monthly
License Fee or other charge or a measure of JTC's damage in case of default
by
Licensee. JTC shall not be obligated to place the Security Deposit in an
interest bearing account, but instead may commingle the Security Deposit with
other funds of JTC, nor shall JTC be required to pay interest thereon. Upon
the
occurrence of any default by Licensee or breach by Licensee of Licensee's
covenants under this Agreement, JTC may, from time to time, without prejudice
to
any other remedy, use the Security Deposit to the extent necessary to make
good
any arrears of payments of the Monthly License Fee or other sum due to JTC
hereunder, or to repair any damage or injury, and pay any expense or liability
incurred by JTC as a result of the default or breach of covenant, and any
remaining balance of the Security Deposit shall be returned by JTC to Licensee
upon termination of this Agreement as provided below. If any portion of the
Security Deposit is so used or applied, Licensee shall upon ten (10) days
written notice from JTC, deposit with JTC an amount sufficient to restore the
Security Deposit to its original amount. In the event that JTC shall transfer
all or any part of its interest in the Master Premises, JTC may transfer the
Security Deposit to such transferee and shall thereupon be released by Licensee
from any and all liability for the return of the Security Deposit and Licensee
agrees thereafter to look only to such transferee for the return of the Security
Deposit. Licensee shall not assign or encumber its interest in the Security
Deposit, and JTC shall not be bound by any attempted assignment or encumbrance
of Licensee's interest therein. The Security Deposit (or any lesser amount
of
the Security Deposit to which Licensee is entitled, if applicable) will be
returned to Licensee within thirty (30) days after JTC’s final walk-through
inspection of the Premises upon the expiration or earlier termination of this
Agreement, provided that Licensee has vacated the Building in strict compliance
with the terms and conditions hereof.
5. Use
of
Premises and JTC Facilities.
Tenant
acknowledges that other licensees and tenants of the Building will be using
the
Master Premises and some of the JTC Facilities, such as, but not limited to,
the
UPS (as defined below). Tenant agrees to use the Premises only for the purpose
of facilitating interconnections between Tenant’s telecommunications system and
the telecommunications of other entities that have (a) executed agreements
with
JTC that expressly permits use of space within Master Premises for purposes
of
interconnection; and (b) consented to such interconnection in writing. JTC
shall
have no obligation with respect to any such interconnection. Tenant agrees
not
to store, install or use any equipment, conduit, cable, wiring, connecting
lines
or other property of Tenant in the Premises for any other purpose. In no event
shall Tenant (x) cause (or permit its employees, representatives, contractors
or
invitees to cause) any interference or damage to the JTC Facilities, equipment,
conduits, cable, wiring or connecting lines owned or used by other tenants
or
licensees of the Building; or (y) install any conduits, wiring, cabling or
other
installations anywhere in the Building outside the Master Premises. JTC’s only
obligation to Tenant regarding the installation of facilities pursuant to this
Agreement shall be to install the JTC Facilities assigned to Tenant in the
Master Premises.
6. JTC
Facilities.
Except
as set forth in this Section 6, JTC shall not be responsible to provide any
service, equipment or other item to Tenant or the Master Premises. JTC shall
provide Tenant the following items in the specific quantities
indicated:
6.1. Power.
JTC
shall provide one (1) 20A 120V (AC power) single phase circuit.
6.2. UPS.
JTC
shall provide an uninterrupted power source to back up the AC circuit referenced
in Section 6.1.
6.3. Air
Conditioning.
JTC
shall provide air conditioning service to the Premises. JTC will be responsible
for repairing and maintaining the air conditioning equipment.
6.4. Fire
Suppression.
JTC
shall supply a dry pipe pre-action system for the Premises.
6.5. Lighting.
JTC
shall provide common overhead lighting for the Premises.
7. Tenant’s
Installations.
The
installation of any equipment, conduits, cabling, wiring and connecting lines
in
the Master Premises shall be subject to review and approval of JTC. All such
installation (other than the installation of the JTC Facilities) shall be
performed at Tenant’s sole expense by a qualified, duly licensed contractor
selected by Tenant. JTC shall have no obligation or liability with respect
to
such work by Tenant’s contractors and no such obligation or liability shall be
implied from JTC’s review of any plans, specifications or other documents.
Tenant shall cause all such work by Tenant’s contractors to be completed in a
good, workmanlike and lien free manner. All such contractors shall comply with
the Rules and Regulations (as hereinafter defined). In addition, prior to
commencing any work in the Master Premises, Tenant’s contractors must provide to
JTC (a) evidence of insurance coverage for the work in conformity with the
provisions of this Agreement; (b) copies of all legally required permits for
the
work; and (c) a copy of the written consent of any other tenant or licensee
in
the Master Premises with whose facilities a connection will be made as part
of
the work. In no event may Tenant penetrate any of the exterior or interior
walls.
8. Indemnity
and Waiver.
Tenant
hereby agrees to indemnify and hold harmless JTC and JTC’s officers, directors,
members, shareholders, agents and employees (collectively, the "JTC Entities")
from and against any and all claims (including but not limited to claims for
bodily injury or property damage), liabilities, costs, injuries, damages,
actions, mechanic's liens, losses and expenses (including but not limited to
reasonable attorney fees and costs) (collectively, "Claims"), which may arise
from Tenant’s installation, operation, use, maintenance or removal of conduit,
cable, wiring, connecting lines, equipment or other property pursuant to this
Agreement or from Tenant's use of the Premises or the JTC Facilities or from
any
default by Tenant hereunder. Similarly, Tenant shall pay within thirty (30)
days
from receipt of a demand by JTC the reasonable, documented costs to repair
any
physical damage to the Building caused by, resulting from or arising out of
such
installation, operation, use, maintenance or removal by Tenant. JTC hereby
agrees to indemnify and hold harmless Tenant and Tenant’s officers, directors,
members, shareholders, agents and employees (collectively, the “Tenant
Entities”) from any Claims for any injury, death, loss or damage to any person,
tangible property or facilities of any person or entity to the extent arising
out of or resulting from JTC or the JTC Entities gross negligence or willful
misconduct of JTC or the JTC Entities or from any default by JTC
hereunder.
9. Insurance.
Tenant
covenants and agrees to provide at its expense before commencement of any work
and to keep in force at all times naming JTC, its managing agent, and the
holders of any deeds to secure debt, deeds of trust or mortgages as additional
insured parties: (i) a commercial general liability insurance policy or such
successor comparable form of coverage in the broadest form then available
(hereinafter referred to as a “Liability Policy”) written on an “occurrence
basis” including, without limitation, broad form property damage, independent
tenant’s coverage and personal injury coverage, protecting JTC, its managing
agent and the holders of any deeds to secure debt, deeds of trust or mortgages
and Tenant against any liability whatsoever, occasioned by any occurrence on
or
about the Premises or any appurtenances thereto; (ii) a “special form” property
policy insuring the full replacement cost of all of Tenant’s Facilities against
loss or damage by fire, theft, flood and such other risks or hazards; (iii)
Worker’s Compensation covering all costs, benefits and liabilities under state
worker’s compensation and similar laws with statutory limits for employees of
Tenant, with a waiver of subrogation in favor of JTC; (iv) Employer’s Liability
Insurance with limits of not less than $300,000.00 per accident or disease
and
$500,000.00 aggregate by disease; and (v) Motor Vehicle Liability Insurance
with
coverage for all owned and non-owned and hired vehicles with combined single
limits of not less than $1,000,000.00 per occurrence for bodily injury and
property damage. Such policies shall be written by insurance companies licensed
to do business in the State or Commonwealth where the Building is located with
Best’s Insurance Guide Rating of A/VIII and/or a Standard & Poor Insurance
Solvency Review of A-, or better, and shall have commercially reasonable
deductibles. The limits of liability under the Liability Policy shall not be
less than $3,000,000 combined single limit per occurrence and in the aggregate
for bodily and personal injury (including death) and property damage combined,
and the coverage of the “special form” property policy shall be equal to the
full replacement cost of any improvements paid for by Tenant. Prior to
commencing any of Tenant’s work, and at least thirty (30) days prior to the
expiration date of any such policy, Tenant agrees to deliver to JTC certificates
evidencing such insurance coverage. Said certificates shall contain an
endorsement that such insurance may not be canceled except upon thirty (30)
days’ prior written notice to JTC.
10. Removal
of Cable, Wiring and Connecting Lines.
Tenant
agrees that, upon the expiration or termination of the Agreement, Tenant (or,
at
JTC’s election, the contractor designated by JTC) shall remove, within thirty
(30) days, at Tenant's sole cost and expense, all cable, wiring, connecting
lines, and other installations, equipment or property installed or placed by
or
for Tenant in the Building (except the JTC Facilities, which shall remain the
property of JTC), and restore those portions of the Building damaged by such
removal to their condition immediately prior to the installation or placement
of
such items. If Tenant fails to promptly remove all such items pursuant to this
Section 10, JTC may remove such items and restore those portions of the Building
damaged by such removal to their condition immediately prior to the installation
or placement of such items, in which case Tenant agrees to pay JTC’s reasonable,
documented costs of removal and restoration within ten (10) business days from
demand.
11. Interference
or Damage.
Tenant,
its agents, representatives, employees, contractors and invitees will not harm,
damage, destroy, endanger, breach the security of, or interfere with (or use
any
equipment, installations, tools or methods that, in JTC’s reasonable judgment
might harm, damage, destroy, endanger, breach the security of or interfere
with)
(a) the Building, or (b) any services offered by, personnel of or property
owned, leased or licensed by JTC or any licensee, concessionaire or other
permitted occupant of the Building or any vendors or customers of any such
licensee, concessionaire or other permitted occupant of the Building. If Tenant
or any employee, agent, representative, contractor or invitee of Tenant
violates, or seeks to take any action that will violate, the terms and
conditions of this Section, (x) Tenant must, immediately upon notice from JTC,
cease or avoid committing such violation, and repair and correct any damage,
harm or interference arising out of such violation; and (y) without limiting
the
foregoing obligations of Tenant, JTC may at its option take any necessary
action, at the cost and for the account of Tenant to (1) immediately prevent
or
stop such violation (including, without limitation, requiring Tenant to cease,
using certain equipment, tools or methods until the problem is resolved); and/or
(2) repair and correct any damage, harm or interference caused by such
violation. Within fifteen (15) days of demand from JTC, Tenant shall reimburse
JTC for any reasonable, documented amounts paid by JTC pursuant to this Section.
12. Access
by Tenant.
JTC
shall provide to Tenant and Tenant’s authorized agents and contractors (the
“Authorized Personnel”) unescorted access to the Premises 24 hours per day, 7
days per week, 365 days per year. The Authorized Personnel may enter the
Building only for purposes of ingress to and egress from the Premises to perform
work or services permitted by this Agreement. No representatives, agents,
employees or invitees of Tenant other the Authorized Personnel shall have the
right to enter the Building. Authorized Personnel must carry a
photo-identification credential for presentation to JTC or JTC’s agents,
employees or representatives when entering the Building. In no event shall
Tenant or any agent, representative, contractor or invitee of Tenant, including
without limitation, Authorized Personnel, have the right to access any portion
of the Building, other than those corridors, hallways, doorways and elevators
designated by JTC for access to the Premises. JTC reserves the right to prohibit
access to the Building or to remove from the Building any person that fails
to
comply with all Building rules and regulations, regardless of whether such
person possesses a swipe card.
13. Termination
of Agreement.
Tenant
acknowledges that the rights granted to Tenant hereunder constitute a usufruct
and do not constitute an easement of any portion of the Master Premises or
JTC
Facilities. In the event (i) any payment of rental or other sum due hereunder
is
not paid as and when due and Tenant fails to cure such default within ten (10)
days after written demand from JTC; or (ii) Tenant shall fail to comply with
any
term, provision, condition, or covenant of this Agreement, other than an
obligation requiring the payment of rent or other sums hereunder and shall
not
cure such failure within twenty (20) days after notice to the Tenant of such
failure to comply, then JTC, in addition to any remedy available at law or
in
equity, shall have the option to do any one or more of the
following:
(a) Terminate
this Agreement, in which event Tenant surrender the Premises to JTC. Tenant
agrees to indemnify JTC for all loss, damage and expense which JTC may suffer
by
reason of such termination, which damages shall include the difference between
the amount of rental and additional rental that would have been due hereunder
were it not for such termination and fair rental value for the same period,
both
discounted to present value using an interest rate of 8%.
(b) Without
terminating this Agreement, terminate Tenant’s right of possession, whereupon
rental shall continue to accrue and be owed by Tenant hereunder. Thereafter,
at
JTC’s option, JTC may enter upon and relet all or a portion of the Premises (or
relet the Premises together with any additional space) for a term longer or
shorter than the remaining term hereunder and otherwise on terms satisfactory
to
JTC. Tenant shall be liable to JTC for the deficiency, if any, between Tenant’s
rent hereunder and all net sums received by JTC on account of such reletting
(after deducting all costs incurred by JTC in connection with any such
reletting, including without limitation, Tenant improvement costs, brokerage
commissions and attorney’s fees).
(c) Pursue
a
dispossessory action against Tenant, in which event Tenant shall remain liable
for all amounts owed hereunder, including amounts accruing hereunder from and
after the date that a writ of possession is issued.
(d) Perform
any unperformed obligation of Tenant. Any sums expended by JTC shall be repaid
by Tenant, as additional rent, within ten (10) days of demand therefore by
JTC.
(e) Disconnect
the Circuits and cease providing power to the Premises, Tenant hereby waiving
any losses, liability or damage resulting therefrom (except to the extent JTC
is
grossly negligent).
(f) Prohibit
entrance into the Building and/or Premises by Tenant and Tenant’s employees,
agents, contractors and customers by changing the locks on the Premises,
disconnecting Tenant’s card key access or by other means, Tenant hereby waiving
any losses, liability or damage resulting therefrom.
Pursuit
of any of the foregoing remedies shall not preclude pursuit of any other
remedies provided by law. In the event either party places the enforcement
of
all or any part of this Agreement in the hands of an attorney on account of
the
other party’s default, the non-prevailing party agrees to pay the prevailing
party’s costs of collection, including reasonable attorney’s fees, whether suit
is actually filed or not.
14. No
Assignment or Subleasing.
This
Agreement is personal to Tenant, and Tenant's rights hereunder may not be
assigned, sub-leased, or otherwise transferred in any fashion, regardless of
whether such an arrangement is called an assignment, a sub-lease, a co-location
agreement or any other name without JTC’s consent. Tenant agrees not to permit
any third party to place, use or operate their own equipment, wiring, cabling
or
connecting lines in or about the Premises.
15. Compliance
with Laws, Rules and Regulations.
Tenant,
at Tenant 's sole cost and expense, shall comply with (a) all laws, ordinances,
orders, rules and regulations of state, federal, municipal or other agencies
or
bodies having jurisdiction relating to its specific use or manner of use of
the
Premises, and (b) all industry standards, practices and procedures. Tenant
will
also comply with the rules and regulations of the Building adopted by which
are
set forth on Exhibit
“B”,
attached hereto and incorporated herein by this reference (the “Rules and
Regulations”). JTC shall have the right at all times to change and amend the
Rules and Regulations in any reasonable manner as may be deemed advisable by
JTC
for the safety, care, cleanliness, preservation of good order and operation
or
use of the Premises or the Master Premises. All changes and amendments to the
Rules and Regulations will be sent by JTC to Tenant in writing and shall
thereafter be carried out and observed by Tenant.
16. Rights
of Mortgagees.
Tenant
accepts this Agreement subject and subordinate to the lien or security title
of
any mortgage, deed of trust or deed to secure debt presently existing or
hereafter created upon the Building and to all existing restrictions, covenants,
easements and agreements with respect to the Building or any part thereof,
and
all amendments, modifications and restatements thereof and all replacements
and
substitutions therefor. The subordination of this Agreement to any such
mortgage, deed to secure debt, restrictions, covenants, easements or leases
shall be self-operative and shall occur automatically. If the interests of
JTC
under this Agreement shall be transferred by reason of exercise of a power
of
sale, foreclosure or other proceedings for enforcement of any mortgage, deed
of
trust or deed to secure debt on the Building, Tenant shall be bound to the
transferee, at the option of the transferee, under the terms, covenants and
conditions of this Agreement for the balance of the term remaining, and any
extensions or renewals, with the same force and effect as if the transferee
was
JTC.
17. Attorneys'
Fees.
In the
event of any lawsuit or other proceeding between the parties arising out of
this
Agreement, the prevailing party shall be entitled to recover from the losing
party the prevailing party's reasonable attorneys' fees and costs of
suit.
18.
Notices.
All
notices or consents required or permitted to be given hereunder shall be in
writing and shall be deemed to be duly given (a) immediately if by hand
delivery, (b) five business days after deposit via certified mail, return
receipt requested, postage prepaid, (c) one business day after depositing with
a
nationally recognized overnight courier service, or (d) immediately if sent
via
facsimile copy with the original mailed via U.S. Post Office and addressed
as
follows:
JTC: JT
Communications, LLC, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000,
Attn: Xxxxxxx X. Xxxxx, Fax: 000-000-0000, with a copy to: Xxxxxxxxxx, Xxxxxx
& Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx XX, Xxxxxxx, Xxxxxxx 00000, Attn: X.
Xxxxxxxx Xxxxxxx, Fax: 000-000-0000.
Tenant: WinSonic
Digital Media Group, 000 Xxxxxxxx Xx., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000,
Attn:
Xxxxxxx X. Xxxxxxx, Fax: 000-000-0000.
Either
party may change the address or fax number to which notices to such party shall
be sent by giving written notice thereof to the other party.
19. No
Warranties.
TENANT
ACCEPTS THE PREMISES AND THE JTC FACILITIES “AS IS” WITHOUT WARRANTY OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
IMPLIED WARRANTIES. TO THE EXTENT JTC PROVIDES TENANT WITH MATERIALS, EQUIPMENT
OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE JTC FACILITIES), JTC ALSO
PROVIDES SUCH MATERIALS, EQUIPMENT AND SERVICES “AS IS” WITHOUT WARRANTY OF ANY
KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
IMPLIED WARRANTIES.
20. Limited
Liability.
Notwithstanding anything herein to the contrary, neither Party shall be liable
for special, punitive, exemplary, consequential, incidental or indirect losses,
loss of use, or damages as a result of performance or nonperformance under
this
Agreement, or its acts or omissions related to this Agreement, whether or not
arising from sole, joint or concurrent negligence or strict liability or
otherwise. JTC's obligations under this Agreement shall be enforceable only
against JTC's interest in the Building and not any other asset of
JTC.
21. Miscellaneous.
Tenant
represents and warrants to JTC that it has not been represented by any broker,
real estate agent or finder in connection with this Agreement and that no fee
is
owed any such broker, agent or finder claiming by, through or under Tenant.
This
Agreement supersedes all prior or contemporaneous understandings, negotiations,
or agreements between the parties, whether written or oral, with respect to
its
subject matter. This Agreement may be amended only in a writing signed by both
JTC and Tenant. Upon any sale or other conveyance by JTC of its interest in
the
Building, JTC shall be released from any further obligations arising under
this
Agreement after the date of such sale or conveyance, and Tenant shall
acknowledge JTC’s transferee of the Building as the new licensor under this
Agreement. Subject to the other provisions hereof, this Agreement shall be
binding on the parties and their respective successors and assigns. Tenant
acknowledges that JTC and its agents, employees, and representatives have made
no representation to Tenant of any kind regarding any matter, including but
not
limited to the Building, the Premises, the JTC Facilities, or the effect of
applicable laws or zoning on Tenant’s intended use of the rights granted
hereunder, except as otherwise provided in this Agreement. Tenant is relying
on
its own investigation of all such matters and agrees to obtain at its expense
all licenses, conditional use permits, or other governmental approvals legally
required for its intended use of the rights granted hereunder, other than as
otherwise provided in this Agreement. The interpretation and enforcement of
this
Agreement shall be governed by the laws of the State of Georgia.
22. Master
Lease.
Tenant’s rights hereunder are subject to JTC’s rights under the Master Lease.
Tenant shall not act or omit to act in such a way as to cause JTC to be in
violation of any provision of the Master Lease. If the Master Lease terminates,
this Agreement shall terminate without any further liability to any of the
parties hereto, except for the indemnities contained herein.
23. MaxCell.
Tenant
shall have the right to use one (1) compartment within JTC’s “MaxCell” brand
flexible fabric conduit structure (the “Maxcell Compartment) which runs from the
fifth floor of the Building to tenant in Suite 1665 of the Building (the “Suite
1665 Tenant”). Tenant
shall not have the right to permit any third party (i.e., any party other than
the named Tenant hereunder) to purchase, lease, license, share, occupy, transmit
data or other transmissions across or through, or use any portion of such
Maxcell Compartment for any purpose, provided, however, Tenant shall have the
right to sell, license or lease “bandwidth” (as such term is currently and
commonly used in the telecommunications industry) on such Fiber and to permit
such Tenant to transmit data across or through such fiber optic cable located
within such compartment. JTC shall designate the Maxcell Compartment to be
used
by Tenant pursuant to the terms hereof. Tenant shall be responsible, at Tenant’s
cost for obtaining all consents from the Suite 1655 Tenant to permit JTC to
connect any wires, lines, fiber or other equipment or facilities on behalf
of
Tenant.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
at
the place first written above.
| JTC: | TENANT: | ||
| JT COMMUNICATIONS, LLC | WinSonic Digital Media Group, LTD | ||
| By: /s/ Xxxxxxx X. Xxxxx | By: /s/ Xxxxxxx X. Xxxxxxx | ||
|
Xxxxxxx
X. Xxxxx,
Member
Date:
June 23,
2006
|
Xxxxxxx
X.
Xxxxxxx, CEO
Date:
June 22,
2006
|
