EXHIBIT 10.9
SUBLEASE
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THIS SUBLEASE, made as of the 22/nd/ day of March, 1999, between EMI MUSIC,
INC., a Delaware corporation having an office at 1290 Avenue of the Americas,
Xxx Xxxx, Xxx Xxxx 00000 ("Landlord") and XXXXXXX XXXXXXXX XXXXXXXX, LLC, a
Delaware limited liability company having an office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, XX 00000 ("Tenant").
Recital:
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A. By Lease dated November 12, 1987, as amended by Lease Amendment Agreements
dated June 13, 1988 and November 22, 1994 (collectively, the "Xxxxxxxxx"), 810
Associates (together with its successors, the "Overlandlord") leased to
Landlord's predecessor in interest the entire 4th and 8th floors in the building
known as 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Building"). A copy of the
Xxxxxxxxx (with certain dollar figures deleted) has been delivered to Tenant and
Tenant, by its execution of this Sublease, acknowledges that it has received and
reviewed the Xxxxxxxxx.
B. Tenant desires to sublease from Landlord, and Landlord is willing to
sublease to Tenant, a portion of the 8/th/ floor, consisting of approximately
11,703 square feet and located generally as outlined on Exhibit A annexed hereto
(the "Demised Premises") in the Building, on the terms and conditions set forth
in this sublease.
Agreement
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1. Landlord hereby subleases to Tenant, and Tenant hereby hires and takes
from Landlord, the Demised Premises, to be used and occupied by Tenant for
general and executive offices and for no other purpose, for a term (the "Term")
to commence (subject to the following sentence) ten (10) days after the later to
occur of (i) the date on which the Overlandlord's consent (as contemplated by
Section 9 hereof) is received by Tenant and (ii) Landlord's Work (as defined in
Section 4 hereof) has been substantially completed, as certified in writing by
Landlord to Tenant, and vacant possession of the Demised Premises has been
delivered to Tenant (the "Commencement Date") and to terminate at noon on
September 29, 2002 (the "Expiration Date"), unless sooner terminated as herein
provided, at an annual fixed rent (the "Fixed Rent") of Four Hundred Six
Thousand Six Hundred Seventy-Nine and 25/100 ($406,679.25) Dollars. Should
Tenant take possession of the Demised Premises during the ten (10) day period
specified in the preceding sentence, then the Commencement Date shall be
advanced to such date of possession. Tenant shall not be required to pay the
installments of Fixed Rent which would otherwise be due in respect of the first
two full calendar months of the Term. The Fixed Rent shall be payable in equal
monthly installments of Thirty-Three Thousand, Eight Hundred Eighty-Nine and
94/100 ($33,889.94) Dollars each. All monthly installments of Fixed Rent shall
be payable to Landlord in advance on the first day of each and every calendar
month during the Term, except that the rent for the third full month of the Term
shall be paid upon the execution and delivery of this lease to Landlord. The
Fixed Rent for any fractional month at the beginning or end of the Term shall be
apportioned.
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2. This lease is a sublease, the Demised Premises being demised to
Landlord by the Xxxxxxxxx. This Sublease is subject and subordinate to the
Xxxxxxxxx, and to any matters to which the Xxxxxxxxx is or shall be subordinate
and, in the event of termination, reentry or dispossess by Overlandlord under
the Xxxxxxxxx, it may, at its option, take over all of the right, title and
interest of Landlord, as sublessor, under this Sublease, and in that case Tenant
shall, at Overlandlord's option, attorn to Overlandlord pursuant to the then
executory provisions of this Sublease, except that Overlandlord shall not
(except to the extent that Overlandlord was responsible for an obligation of
Landlord under this Sublease, pursuant to a similar provision of the Xxxxxxxxx
which is incorporated herein) be (i) liable for any previous act or omission of
Landlord under this Sublease, (ii) subject to any credit, offset, claim,
counterclaim, demand or defense which Tenant may have against Landlord, (iii)
bound by any previous modification of this Sublease (unless Overlandlord has
expressly consented thereto in writing) or by any previous prepayment of more
than one (1) month's rent, (iv) bound by any covenant of Landlord to undertake
or complete any construction of the Demised Premises or any portion thereof, (v)
required to account for any security deposit of the Tenant other than any
security deposit actually delivered to Overlandlord by Landlord, (vi) bound by
any obligation to make any payment to Tenant or grant any credits, except for
services, repairs, maintenance and restoration provided for under this Sublease
to be performed after the date of such attornment, (vii) responsible for any
monies owing by Landlord to the credit of Tenant or (viii) required to remove
any person occupying the Demised Premises or any part thereof. The foregoing
shall not release Landlord from any obligations to Tenant under this Sublease.
Tenant covenants that it shall so conduct itself and its operations in and about
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the Demised Premises as not to cause Landlord to be in default under the
Xxxxxxxxx; provided, however, that this sentence is not intended to deprive
Tenant of any grace period provided for in this Sublease for the curing of
Tenant's defaults. Landlord represents that: (i) the Xxxxxxxxx is in full force
and effect; (ii) a true and correct copy of the Xxxxxxxxx has been delivered to
Tenant; (iii) there are no outstanding notices of default or of termination
which have been received by Landlord from Overlandlord or sent by Landlord to
Overlandlord with respect to the Xxxxxxxxx; (iv) Landlord has not received
notice of any pending foreclosure of Overlandlord's mortgage, nor any official
notice that Tenant is illegally occupying the Demised Premises; (v) Landlord has
the full right and authority to enter into this Sublease and to sublet the
Demised Premises to Tenant as provided herein; (vi) Overlandlord has no right to
terminate the Xxxxxxxxx, other than as expressly provided therein; (vii)
Landlord shall not amend the Xxxxxxxxx so as to adversely affect the rights or
obligations of Tenant under this Sublease in any material respect; and (viii)
Landlord will not voluntarily terminate the Xxxxxxxxx unless, in connection
therewith, Overlandlord agrees to recognize Tenant as its direct tenant under
the terms of this Sublease. If Landlord receives any notice of default under the
Xxxxxxxxx which in Landlord's reasonable judgment is likely to result in the
termination of this Sublease, Landlord will promptly send a copy of such notice
to Tenant.
3. The terms, covenants, provisions and conditions of the Xxxxxxxxx are
hereby incorporated herein and shall be binding upon both parties hereto, those
applying to the landlord therein applying, in this Sublease, to the Landlord,
and those applying to the tenant therein applying, in this Sublease, to the
Tenant, with the following exceptions:
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(a) The Term, the Demised Premises, and fixed rent payable
hereunder shall be as provided in Section 1 hereof, and not as
provided in the Xxxxxxxxx. In addition to such fixed rent, Tenant
shall pay as additional rent all other sums due under this Sublease,
within 20 days after the submission of bills therefor (notwithstanding
any different payment period specified in the Xxxxxxxxx), except that
monthly estimated payments of Operating Expenses shall be payable with
the fixed rent on the first day of each calendar month. Payments of
additional rent may be made under protest, to the same extent
permitted to Landlord under the Xxxxxxxxx.
(b) The permitted use of the Demised Premises shall be as
provided in Section 1 hereof. Without limiting the foregoing, Tenant
shall not use the Demised Premises or any part thereof for: (i) the
preparation and/or sale of food for on- or off-premises consumption
(other than a microwave oven or coffeemaker, as approved by
Overlandlord, for employees of Tenant); or (ii) use by a foreign or
domestic governmental agency.
(c) Article 5 of the Xxxxxxxxx shall not apply herein; but
Tenant shall pay to Landlord 28.54% of all amounts billed to Landlord
under Article 5 of the Xxxxxxxxx (as modified by the November 22, 1994
Lease Amendment Agreement), except that for purposes of this Sublease
the Base Tax shall be the Taxes payable by Overlandlord for the Tax
Year 1999/2000, and the Base Operating Expenses shall be the average
of the Operating Expenses incurred during the 1999 and 2000
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Operational Years. Tenant shall not be responsible for any portion of
the Operating Expenses for the 1999 Operational Year. Prior to or
together with each billing under this Paragraph 3(c), Landlord shall
furnish to Tenant a copy of the applicable statement received from the
Overlandlord for Taxes or Operating Expenses (and, with respect to the
first billing hereunder, also a copy of the statement for the Base Tax
or Base Operating Expenses), as the case may be. Tenant recognizes
that Operating Expenses may be billed on an estimated basis commencing
in January, 2000, based on estimated xxxxxxxx received by Landlord
under the Xxxxxxxxx. If Tenant advises Landlord, within thirty (30)
days after Tenant's receipt of a Statement rendered by Overlandlord,
that Tenant has a bona fide dispute with respect to a charge or
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charges thereon, Landlord will endeavor in good faith (but at Tenant's
expense) to resolve such dispute under Section 5.10 of the Xxxxxxxxx;
any costs incurred by Landlord in connection therewith and not
reimbursed by Overlandlord may be billed to Tenant from time to time
as additional rent.
(d) Tenant is to have the benefit of all repairs, restoration,
materials and services to be provided to the Demised Premises by the
Overlandlord, but Landlord herein shall not be obligated to make any
repairs, alterations or restoration (whether required for compliance
with any laws and requirements of any public authorities, compliance
with any requirements of insurance bodies or otherwise), to supply any
materials or services to the Demised Premises or to
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maintain any insurance with respect to the Demised Premises, nor shall
Landlord be liable for the failure of others so to do. Tenant
recognizes that the foregoing does not create any direct obligation of
Overlandlord to Tenant, but Landlord agrees, if so requested by
Tenant, promptly to make appropriate demand on the Overlandlord to
provide services and/or repairs to the Demised Premises as required by
the Xxxxxxxxx. If, despite Landlord's demand therefor, Overlandlord
fails or refuses to provide repairs, restoration, materials or
services to the Demised Premises as required by the Xxxxxxxxx, Tenant
may (on five business days' notice to Landlord) bring an appropriate
action, in Landlord's name but at Tenant's expense, against
Overlandlord to compel the same to be provided; and Landlord will
cooperate with Tenant at Tenant's cost (the "Claim Assertion Right").
(e) Tenant may assign this Sublease or sublet the Demised
Premises, subject to the following express conditions: (i) any
assignment or subletting shall be subject to the consent of Landlord
and Overlandlord, as provided in Article 9 of the Xxxxxxxxx; (ii) any
subletting shall be subject to this Sublease and shall be in form
reasonably satisfactory to Landlord and Overlandlord; (iii) any
assignment or subletting shall comply with (and shall be subject to)
the applicable provisions of Article 9 of the Xxxxxxxxx, including the
rights reserved to the Overlandlord to terminate this Sublease or to
require that this Sublease be assigned to it or that the Demised
Premises be sublet to it. If Overlandlord consents to any assignment
or subletting by Tenant, Landlord's consent thereto shall not be
unreasonably
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withheld or delayed. The transfer (by one or more transfers) of a
majority of the ownership interests in Tenant shall be deemed to be an
assignment of this Sublease.
(f) Wherever the Xxxxxxxxx provides for, or conditions any right
upon, a consent or approval to be given by the landlord, or for some
matter to be effected to the satisfaction of the landlord, the consent
or approval or satisfaction of Landlord and of the Overlandlord shall
be required hereunder. If such consent or approval or satisfaction has
been obtained from the Overlandlord in any instance, Landlord shall
not unreasonably withhold or delay the same on its part. Landlord
shall not be liable to Tenant by reason of the failure of the
Overlandlord to furnish any such consent or approval, for any reason
whatsoever; however, Landlord will, at Tenant's request and at
Tenant's expense, promptly apply to Overlandlord for such consent or
approval and thereafter pursue such application with reasonable
diligence.
(g) Tenant shall not make any alterations, additions,
installations, substitutions, improvements or decorations in or to the
Demised Premises without Landlord's prior, written approval, which may
be withheld in Landlord's sole discretion. Notwithstanding the
foregoing, Landlord agrees (subject to approval thereof by
Overlandlord) not unreasonably to withhold or delay its consent to
proposed interior, non-structural alterations (including, without
limitation, the installation of new carpeting in, and the redecoration
of, the elevator lobby and reception area). If Tenant is permitted to
make improvements to the Demised
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Premises, and if the Overlandlord does not require such improvements
to be removed at the expiration of the full term of this Sublease,
then Landlord will not require Tenant to remove the same. Promptly
after taking possession of the Demised Premises, Tenant shall install
appropriate door hardware and exit signage, so as to provide emergency
access from Landlord's adjoining premises to the fire stair located in
the Demised Premises in accordance with applicable codes; Tenant
recognizes that Landlord's employees and visitors must always have
emergency access to such fire stair.
(h) For purposes of this Sublease, the Initial Electricity
Factor shall be $32,183.25. The Initial Electricity Factor shall be
subject to increase with respect to changes in the public utility rate
schedule, surcharges (including a surcharge in the nature of a fuel or
similar adjustment), and/or changes in the service classification of
the Building only to the extent the same become effective after the
Commencement Date of the Term; in support of any such increase,
Landlord shall furnish to Tenant a copy of any documentation received
from the Overlandlord to support a similar increase in the Electricity
Factor under the Xxxxxxxxx. Any other increase in the Initial
Electricity Factor shall be only as determined by Overlandlord in
accordance with Article 16 of the Xxxxxxxxx (and only with respect to
Tenant's utilization of electricity during the Term of this Sublease),
taking into account the various activities of Landlord and Tenant
which may cause either party to consume a disparate amount of the
electricity furnished to the premises demised
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pursuant to the Xxxxxxxxx. Tenant may contest any such increase (in
Landlord's name but at Tenant's expense) in accordance with Section
16.07 of the Xxxxxxxxx; Landlord will cooperate with Tenant, at
Tenant's cost, in any such contest.
(i) The 30-day periods referred to in Section 25.02(b) of the
Xxxxxxxxx shall be reduced to 20 days, for purposes of this Sublease.
(j) The term "Broker", as used in Section 31.01 of the Xxxxxxxxx
shall mean Insignia/Xxxxxx X. Xxxxxx Company Incorporated and CB
Commercial Real Estate Group, Inc. Landlord similarly agrees to hold
Tenant harmless against any claims for a brokerage commission arising
out of any conversations or negotiations had by Landlord with any
broker or finder except Broker.
(k) Notices to Tenant shall be addressed to the attention of
Xxxxx Xxxxxxxxxx, Chief Financial Officer, with a copy to Xxxxxxx,
Procter & Xxxx LLP, Exchange Place, Boston, Massachusetts 02109-2881,
Attention Xxxxxxxx X. Xxxxxx, P.C. Notwithstanding Article 32 of the
Xxxxxxxxx, invoices for rent and other routine communications from
Landlord to Tenant may be delivered in any commercially reasonable
manner.
Notices to Landlord under this Sublease shall be addressed to
Landlord at:
c/o Capitol Records, Inc.
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Chief Financial Officer
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with a duplicate original to:
EMI-Capitol Music Group, North America
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Senior Facilities Manager
(l) Wherever the Xxxxxxxxx, as incorporated herein, requires the
tenant thereunder to provide insurance or to give an indemnity for the
benefit of the landlord, the same shall be maintained or given, as the
case may be, for the benefit of Landlord and of Overlandlord.
(m) The following provisions of the Xxxxxxxxx shall not apply
herein: Sections 1.02, 1.03, 1.06, 1.07, 2.01 and 3.01, Article 4,
except for the first two sentences of Section 4.01; Section 18.04, but
Tenant shall be entitled to three (3) lines on the Building Directory;
Article 35; Sections 2 through 9 and 11 through 14 of the Lease
Amendment Agreement dated June 13, 1988; and Sections 6 through 8 of
the Lease Amendment Agreement dated November 22, 1994.
4. Landlord shall cause the following work ("Landlord's Work") to be
performed, at Landlord's expense, so that the Demised Premises will be separated
from Landlord's other premises: (i) construct a code-compliant wall with proper
fire rating, wherever necessary, where existing walls form the demising line
between the Demised Premises and Landlord's retained premises and along
corridors within Landlord's retained premises; (ii) install a fire-rated
demising wall and door to close the corridor adjoining the lunchroom in
Landlord's retained premises, as shown on Exhibit A; (iii) if required for fire
code compliance, relocate the entrance door from the reception area to the
balance of the Demised Premises approximately 15 feet in a westerly
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direction, to a location approved by Tenant (such approval not to be
unreasonably withheld); and (iv) install appropriate door hardware on the
entrance door to Landlord's retained premises and exit signage in the area of
such door, so as to provide emergency access from the Demised Premises to the
fire stair located in Landlord's adjoining premises in accordance with
applicable codes. Landlord recognizes that Tenant's employees and visitors must
always have emergency access to such fire stair. Any asbestos abatement required
in connection with the foregoing shall be a part of Landlord's Work. Landlord's
Work shall be commenced promptly after the execution and delivery of this
Sublease and continued to completion with reasonable promptness. Tenant has
advised Landlord that, in lieu of the demising wall and door to be constructed
by Landlord and described in clause (ii) above in this paragraph, Tenant prefers
to construct a code-compliant demising wall and door elsewhere in the Demised
Premises in the general vicinity of Landlord's proposed demising wall and door.
Provided (w) that Tenant gives written notice of its intention to do such work
within 10 days after the date of this Sublease and (x) such work is
substantially completed prior to Tenant's occupancy of the Demised Premises for
the conduct of its business, then (y) Landlord shall not perform the work
described in said clause (ii) and (z) Tenant shall be entitled to a credit
against the next rents payable under this Sublease in the amount of $1,000.
Notwithstanding any other provision of this Sublease, if Tenant elects to
construct such demising wall and door, the following shall apply: the space on
Landlord's side of such wall and door shall be excluded from the Demised
Premises, but the rent and additional rent payable hereunder shall not be
adjusted by reason thereof; and Tenant shall not occupy the Demised
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Premises for the conduct of its business until the installation of such wall and
door has been substantially completed.
5. Tenant has inspected and examined all the premises herein demised and
is thoroughly acquainted and familiar with the physical condition thereof.
Landlord has not made and does not make any representations as to the physical
condition, expenses, operation or any other matter or thing affecting or related
to said premises. Tenant hereby expressly acknowledges that no such
representations have been made, and agrees to take the premises in their present
"as is" condition, except that (i) Landlord's telephones and other furniture and
furnishings (other than the reception desk and the table now located behind the
reception desk, located in the reception area, which are included as part of the
Demised Premises) shall be removed from the Demised Premises and (ii) Landlord
shall perform Landlord's Work and shall deliver the Demised Premises (with keys
to the front door lock(s)) vacant and in broom clean condition on the
Commencement Date. It is understood and agreed that all understandings and
agreements heretofore had between the parties hereto are merged into this
Sublease, which alone fully and completely expresses their agreement, and that
this Sublease is entered into after full investigation, neither party relying
upon any statement or representation, not embodied in this Sublease, made by the
other. This Sublease cannot be changed or terminated orally, but only by an
agreement in writing.
6. (a) Tenant has deposited with Landlord the sum of One Hundred Thirty-
Five Thousand Five Hundred Fifty-Nine and 76/100 ($135,559.76) Dollars as
security for the faithful performance and observance by Tenant of the terms,
provisions, covenants and conditions of this Sublease, and it is agreed that in
the event Tenant defaults after notice and the expiration of
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applicable grace or cure periods in respect of any of the terms, provisions,
covenants and conditions of this Sublease, including, but not limited to, the
payment of fixed or additional rent, Landlord may use, apply or retain the whole
or any part of the security so deposited to the extent required for the payment
of any rental or any other sum as to which Tenant is in default or for any sum
which Landlord may expend by reason of Tenant's default after notice and the
expiration of applicable grace or cure periods in respect of any of the terms,
provisions, covenants and conditions of this Sublease, including, but not
limited to, any damages or deficiency accrued before or after summary
proceedings or other reentry by Landlord. In the event that Tenant shall fully
and faithfully comply with all of the terms, provisions, covenants and
conditions of this Sublease, the security shall be returned to Tenant not later
than thirty (30) days after the later to occur of the date fixed as the end of
the term of this Sublease and delivery of entire possession of the Demised
Premises to Landlord. One year after Tenant commences to be obligated for the
payment of Fixed Rent under this Sublease, the security deposit shall be reduced
to Sixty-Seven Thousand Seven Hundred Seventy-Nine and 88/100 ($67,779.88)
Dollars, and any cash security deposit in excess of such amount then held by
Landlord shall promptly be returned to Tenant. In the event of transfer of
Landlord's interest in the Xxxxxxxxx, Landlord shall transfer the security to
the transferee and upon written notice to Tenant of the name and address of such
transferee, and upon such transferee's acceptance of the security or assumption
of Landlord's obligations with respect thereto, Landlord shall thereupon be
released by Tenant from all liability for the return of such security (to the
extent so delivered), and Tenant agrees to look solely to the new landlord for
the return of said security (to the extent so delivered), and it is agreed that
the provisions
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hereof shall apply to every transfer or assignment made of the security to a new
landlord. Tenant further covenants and agrees that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. In the event Landlord applies or retains any portion or all of the
security so deposited, Tenant shall, within twenty (20) days after demand
therefor, restore the amount so applied or retained so that at all times the
amount deposited shall be the full amount of the security deposit required under
this Sublease at the relevant time. The security shall be deposited in an
interest-bearing account in a bank located in New York City, selected by
Landlord, and interest earned on the account (less the one percent (1 %)
administrative fee allowed by law, which may be retained by Landlord) shall be
paid to Tenant annually. Landlord will advise Tenant of the name and address of
the bank where the security is deposited.
(b) In lieu of the cash security deposit referred to in paragraph (a)
above, Tenant may deliver to Landlord, and shall maintain in effect at all times
during the term of this Sublease (and through the period which is thirty (30)
days following the later to occur of (i) the stated expiration date of this
Sublease and (ii) delivery of possession of the entire Demised Premises to
Landlord), a clean, unconditional and irrevocable letter of credit, in a form
reasonably acceptable to Landlord, naming Landlord as beneficiary, in the amount
of the cash security deposit required to be maintained under paragraph (a)
above, issued by a banking corporation ("Bank") which is a member of the New
York Clearing House Association or successor thereto and capable of presentment
at a bank office in Manhattan. Each of the following (whether or not a member
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of the New York Clearing House) shall constitute a Bank for the purposes of this
paragraph: Fleet National Bank. Such letter of credit shall have an expiration
date no earlier than the first anniversary of the date of issuance thereof and
it shall be automatically renewed from year-to-year unless terminated by the
Bank by notice to Landlord given not less than forty-five (45) days prior to the
then expiration date therefor; or, if such letter of credit is not automatically
renewable, Tenant shall furnish to Landlord a replacement letter of credit, with
an expiration date not earlier than the first anniversary of the expiration date
of the then-existing letter of credit (or October 29, 2002, if earlier). It is
agreed that in the event Tenant defaults in respect of any of the terms,
covenants or provisions of this Sublease, including, but not limited to, the
payment of any rental, and such default continues after notice and beyond the
applicable grace or cure period, if any, or if any letter of credit is
terminated by the Bank and/or is not replaced at least thirty (30) days prior to
its expiration that (i) Landlord shall have the right to require the Bank to
make payment to Landlord of so much of the entire proceeds of the letter of
credit as shall be appropriate, in Landlord's sole discretion, to cure the
default (or the entire proceeds if notice of termination is given as aforesaid
and/or the letter of credit is not replaced as aforesaid), and (ii) Landlord may
apply said sum so paid to it by the Bank to the extent required for the payment
of any rental or any other sum as to which Tenant is in default or for any sum
which Landlord may expend by reason of Tenant's default (and which Landlord
would be entitled to recover from Tenant pursuant to the terms of this Sublease)
in respect of any of the terms, covenants and conditions of this Sublease,
including, but not limited to, any damages or deficiency in the reletting of all
or a portion of the Demised Premises, whether such damages or deficiency accrue
before or after
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summary proceedings or other re-entry by Landlord, without thereby waiving any
other rights or remedies of Landlord with respect to such default. If Landlord
applies any part of the proceeds of a letter of credit, Tenant, upon demand,
shall deposit with Landlord, within twenty (20) days after demand therefor, the
amount so applied or retained (or increase the amount of the letter of credit)
so that the Landlord shall have the full deposit required under this Sublease on
hand at all times during the term of this Sublease. If, subsequent to a letter
of credit being drawn upon, a new letter of credit meeting all the requirements
set forth in this paragraph (b) is delivered to Landlord, any proceeds of the
former letter of credit then held by Landlord as a cash security deposit shall
be promptly returned to Tenant. If a letter of credit is drawn upon, any
proceeds received by Landlord which are not applied to the curing the default
shall be held by Landlord subject to the provisions of paragraph (a) above. In
the event of an assignment by Landlord of its interest under this Sublease,
Landlord shall transfer the security to the assignee, and upon written notice to
Tenant of the name and address of such assignee, and such assignee's acceptance
of the security, Tenant agrees to look solely to the new landlord for the return
of the security (to the extent so delivered); and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new landlord, provided that the assignee acknowledges acceptance
of the security. Tenant shall have the right to substitute one letter of credit
for another, provided that at all times the letter of credit shall meet the
requirements of this paragraph (b).
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7. Terms (whether capitalized or not) which are used or incorporated in
this Sublease, which are not separately defined herein, and which are defined in
the Xxxxxxxxx, shall have the meanings given to them in the Xxxxxxxxx. In the
event of conflict or inconsistency between an express term of this Sublease
(i.e., a term set forth directly in this instrument and not a term incorporated
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herein) and an express term of the Xxxxxxxxx, this Sublease shall take
precedence and shall control.
8. Tenant recognizes that the principal access to Landlord's retained
premises on the 8th floor is through the elevator lobby and reception area which
are part of the Demised Premises, and Tenant agrees that Landlord or its
successor may use such areas (including the lavatories located therein) at all
times, in common with Tenant, for the limited purpose of gaining access to
Landlord's retained premises and for normal lavatory use; provided, however,
that the use of such areas shall be subject to the following restrictions: (i)
Landlord's employees and visitors shall not loiter in the reception area, the
elevator lobby or the lavatories; (ii) Landlord's employees and visitors shall
not keep any furniture in such areas, and shall not utilize either the reception
desk or other furniture of Tenant therein or the services of Tenant's
receptionist or other personnel ; and (iii) Landlord shall be responsible for,
and shall promptly repair, any damage caused by Landlord's employees or visitors
in such areas. Tenant also recognizes and agrees that Landlord may maintain the
access/security telephone and identification-card reader located adjacent to the
entry door to Landlord's retained premises. Tenant also recognizes that the
telephone closet located by the fire stair in the Demised Premises contains
wiring and equipment owned and/or serviced by the telephone company and
necessary for the operating of Landlord's telephone
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system; Tenant also may utilize such telephone closet for same purpose. Landlord
and Tenant agree as follows with respect to such telephone closet: the closet
shall be kept locked at all times when not being serviced, and keys shall be
retained by authorized representatives of Landlord and Tenant; access to the
telephone closet shall be limited to telephone company personnel and to
authorized representatives of Landlord or Tenant; neither party shall disturb
the telephone wiring or equipment of the other party located therein.
9. This Sublease shall not take effect unless and until there has been
obtained the written consent hereto of the Overlandlord. Landlord shall not be
liable to Tenant by reason of the failure of the Overlandlord to furnish such
consent, for any reason whatsoever. Landlord will make application to
Overlandlord for such consent promptly after the execution and delivery of this
Sublease. If such consent has not been obtained and such delivery made within
forty-five (45) days after the date of delivery of this Sublease (signed by
Landlord and Tenant) to Tenant, this Sublease shall automatically be terminated,
Landlord shall return to Tenant all monies paid hereunder, and neither party
shall otherwise have any rights against or obligations to the other hereunder or
with respect to the Demised Premises. Tenant agrees that a consent substantially
in the form attached to this Sublease as Exhibit C is acceptable. If
Overlandlord's consent is in a different form and if such consent imposes
obligations on Tenant which are materially greater than Tenant's obligations
under this Sublease, then Tenant may terminate this Sublease by notice given
within two business days after Tenant has received a copy of such consent, with
the same effect as if this Sublease were automatically terminated as provided
above in this Section. Time shall be of the essence as to the giving of such
notice; and Overlandlord's consent shall
-19-
conclusively be deemed accepted unless Tenant is entitled to give a notice of
termination under this Section and does so within such two-day period.
10. The submission by Landlord of this Sublease shall have no binding
force or effect and shall confer no rights nor impose any obligations, including
brokerage obligations, on either party. Neither party shall be bound by this
Sublease unless and until both Landlord and Tenant shall have executed this
Sublease and originals thereof shall have been delivered to the respective
parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Sublease as
of the day and year first above written.
EMI MUSIC, INC. XXXXXXX XXXXXXXX XXXXXXXX, LLC
By: /s/ Xxxxxx Xxxxxx By: /s/ X. X. Xxxxxxxxxx
------------------------------ ------------------------------
Printed Name: XXXXXX XXXXXX Printed Name: X. X. XXXXXXXXXX
-------------------- --------------------
Title: CFO CAPITOL RECORDS Title: CFO
--------------------------- ---------------------------
By : /s/ Xxxxxxxx XxXxxxxx
-----------------------------
Printed Name: XXXXXXXX XxXXXXXX
--------------------
Title: Secretary
---------------------------
-20-
[DIAGRAM}
Exhibit A
EMI-CAPITOL MUSIC
000 0xx XXX/0XX XXXXX
XX, XX
EXHIBIT C
---------
[Form of Owner/Landlord Consent]
March ___, 1999
Re: Sublease dated March __, 1999 between EMI Music, Inc.
(Sublessor) and Xxxxxxx Xxxxxxxx Xxxxxxxx, LLC
(Sublessee) at 000 Xxxxxxx Xxxxxx
In accordance with your request, Landlord hereby grants its consent (the
"Consent") to the execution and delivery of the sublease (the "Sublease") dated
March __, 1999, between EMI Music, Inc. (Tenant), as sublessor and Xxxxxxx
Xxxxxxxx Xxxxxxxx LLC (the "Subtenant") as sublessee, of a portion of the eighth
(8/th/) floor (the "Sublet Space"), subject to the following terms and
conditions:
1. This Consent shall not be assignable.
2. Nothing herein contained shall be deemed or construed to modify, waive,
impair or affect any of the provisions, covenants, agreements, terms or
conditions contained in the Lease (except as may be herein expressly
provided), or to waive any breach thereof, or any right of Landlord against
Tenant, or to enlarge or increase Landlord's obligations under the Lease,
and all provisions, covenants, agreements, terms and conditions contained
in the Lease, are (except as expressly herein modified, waived, impaired or
affected) hereby ratified and confirmed as being in full force and effect.
3. Notwithstanding any subletting provided for herein, Tenant shall be and
remain fully liable for payment of the rent, additional rent due and all
other sums to become due under the Lease and for the performance of all the
covenants, agreements, terms, provisions and conditions contained in the
Lease on the part of Tenant to be performed and all acts and omissions of
Subtenant or anyone claiming under or through Subtenant which shall be in
violation of any of the covenants, agreements, terms, provisions and
conditions contained in the Lease, shall be deemed to be a violation by
Tenant.
C-1
4. The Sublease shall be subject and subordinate at all times to the Lease, to
all of the provisions, covenants, agreements, terms and conditions
contained in the Lease and in this Consent, and to the matters to which the
Lease and this Consent are or shall be subject and subordinate, and
Subtenant shall not do or permit anything to be done which may or shall
violate any of said provisions, covenants, agreements, terms and conditions
and matters.
5. Notwithstanding anything contained in the Sublease to the contrary, this
Consent shall not be deemed or construed as a consent by Landlord to, or as
permitting, any other or further subletting by Tenant or anyone claiming
under or through Tenant (including without limitation, Subtenant) , and no
other or further sublease of the premises demised by the Lease or any part
thereof or any assignment of the Lease or the Sublease shall be made by
Tenant or anyone claiming under or through Tenant (including without
limitation, Subtenant) without Landlord's prior written consent in each
instance.
6. In the event of termination, re-entry or dispossess by Landlord under the
Lease, Landlord may, at its option, take over all of the right, title and
interest of Tenant, as sublessor, and under the Sublease, and Subtenant
shall, at Landlord's option, attorn to Landlord pursuant to the then
executory provisions of the Sublease, except that Landlord shall not (i) be
liable for any previous act of omission of Tenant under the Sublease, (ii)
be subject to any offset which theretofore accrued or may thereafter accrue
to Subtenant against Tenant, or (iii) be bound by any previous modification
of the Sublease or by any previous prepayment of more than one (1) month's
rent.
7. INTENTIONALLY OMITTED.
8. Notwithstanding any provision of the Sublease to the contrary, the term of
the Sublease (including any extension or renewal thereof, if any) shall
expire and terminate at least one (1) day prior to the expiration date of
the Lease.
9. INTENTIONALLY OMITTED.
10. Except as otherwise provided in paragraph 5 of this consent, nothing
contained herein or in the Sublease shall or shall be deemed to create any
landlord-tenant relationship between Landlord and Subtenant.
11. Tenant and Subtenant each warrant and represent to Landlord that it dealt
with no other brokers in connection with this transaction, other than
Insignia/Xxxxxx X. Xxxxxx Company, Inc. and CB Commercial Real Estate
Group, Inc. ("Brokers"). Tenant and Subtenant, jointly and severally, shall
indemnify and hold Landlord harmless against any fees, charges or
commissions whether due to Brokers or any other party and any and all
losses, costs or damages arising out of or in connection with any claims of
any other brokers or party by reason of said brokers or party, having had
any conversations or dealings with Tenant and/or Subtenant in connection
with this transaction and do hereby, jointly and severally, indemnify and
hold Landlord harmless
C-2
against the same and, jointly and severally, agree to reimburse Landlord
for losses, costs or any damages arising out of or in connection with such
claims, including, without limitation, reasonable legal fees and
disbursements and any other costs of defending against such claims.
12. Tenant and Subtenant each acknowledge that they understand that there are
general tenant guidelines for the Building covering construction,
maintenance, repair or other work. Tenant and Subtenant each agree that all
repairs , renovations , alterations , installations , additions and
improvements and other activities within the scope of the general tenant
guidelines for the Building (including, without limitation, electrical and
communications systems and fireproofing) effected by or on behalf of Tenant
and/or Subtenant in the Sublet Space shall be conducted in accordance with
and pursuant to the aforesaid tenant guidelines, as well as any applicable
governmental requirements and regulations. Tenant and Subtenant each agree
that it is their responsibility to ensure that Tenant and Subtenant and
those working for them and/or either of them comply with the aforesaid
tenant guidelines as well as any other applicable governmental requirements
and regulations.
13. In the event of any inconsistency between the terms and conditions of this
Consent and the terms and conditions of the Sublease, the terms and
conditions of this Consent shall govern.
Notwithstanding anything to the contrary contained herein, Landlord's Consent to
the Sublease and any provisions contained herein shall not be deemed a waiver by
Landlord of any default by Tenant or any rights of Landlord in connection
therewith.
C-3
EXECUTION COPY
__ OF 4
1290 PARTNERS, L.P.
c/o Xxxxxx Capital Group, L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April __, 1999
Warner Music Group, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Xxxxxxxx Xxxxxxxx, LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
RE: CONSENT TO SUBLEASE
"Building": 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
"Premises": Described on Exhibit A attached hereto
"Sublet Space": Portion of the fourth (4th) floor
"Landlord": 1290 Partners, L.P.
"Tenant": Warner Music Group Inc.
"Subtenant": Xxxxxxx Xxxxxxxx Xxxxxxxx, LLC
"Lease": Agreement of Lease dated as of August 6, 1979, as amended
by a First Amendment of Lease dated as of March 17, 1981,
Second Amendment of Lease dated as of September 29, 1981,
Partial Surrender Agreement dated as of October 30, 1984,
Third Amendment of Lease dated as of April 19, 1989,
Fourth Amendment of Lease dated as of September 14, 1990,
and a Fifth Amendment of Lease dated as of July 28, 1998,
a Sixth Amendment of Lease dated as of September 23,
1998,
and as same may be further amended, modified, extended or
restated from time to time
"Sublease": Sublease Agreement dated as of April __, 1999 and annexed
hereto, as same may be amended, modified, extended or
restated from time to time, as may be permitted hereunder
Gentlemen :
You have requested our consent to the Sublease. Such consent is hereby
granted on the terms and conditions, and in reliance upon the representations
and warranties, set forth in this letter (this "Agreement").
1. Tenant represents and warrants that as of the date hereof (a) the
Lease is in full force and effect; (b) the Lease has not been assigned,
encumbered, modified, extended or supplemented; (c) Tenant knows of no defense
or counterclaim to the enforcement of the Lease; (d) Tenant is not entitled to
any reduction, offset or abatement of the rent payable under the Lease; and (e)
a true and complete copy of the Sublease is attached hereto, and the Sublease
constitutes the complete agreement between Tenant and Subtenant with respect to
the subject matter thereof.
2. The Sublease shall be subject and subordinate to the Lease and
all of its provisions. Neither Tenant nor Subtenant shall take, permit or suffer
any action which would violate the provisions of the Lease or this Agreement.
3. Landlord's obligations to Tenant are governed only by the Lease
and this Agreement and Landlord's obligations to Subtenant are only as set forth
in Paragraph 6 of this Agreement. Landlord shall not be bound or estopped by any
provision of the Sublease, including any provision purporting to impose any
obligations upon Landlord (except as provided in Paragraph 6 of this Agreement).
Nothing contained herein shall be construed as a consent to, approval of, or
ratification by Landlord of, any of the particular provisions of the Sublease or
any plan or drawing referred to or contained therein (except as may be expressly
provided herein). Landlord has not reviewed or approved any provision of the
Sublease.
4. If Tenant or Subtenant violates any of the terms of this
Agreement, or if any representation by Tenant or Subtenant in this Agreement is
untrue in any material respect, or if Subtenant takes any action which would
constitute a default under the Lease, then Landlord may declare the Lease to be
in default and avail itself of all remedies provided at law or equity or in the
Lease with respect to defaults.
2
5. Subject to the provisions of Paragraph 6 of this Agreement, if
the Lease is terminated prior to the stated expiration date provided in the
Lease, the Sublease shall likewise terminate on the date of such termination. In
connection with such termination, Subtenant, at its sole expense, shall
surrender the Sublet Space to Landlord in the manner provided for in the Lease,
including the removal of all its personal property from the Sublet Space and
from any part of the Building to which it is not otherwise entitled to
occupancy, and repair all resulting damage to the Sublet Space and the Building.
Except as otherwise provided in the Lease, Landlord shall have the right to
retain any property and personal effects which remain in the Sublet Space or the
Building on the date of termination of the Sublease, without any obligation or
liability to Tenant or Subtenant, and to retain any net proceeds realized from
the sale thereof, without waiving Landlord's rights with respect to any default
by Tenant under the Lease or Subtenant under the foregoing provisions of this
paragraph and the provisions of the Lease and Sublease. If Subtenant shall fail
to vacate and surrender the Sublet Space in accordance with the provisions of
this paragraph, Landlord shall be entitled to all of the rights and remedies
which are available to a landlord against a tenant holding over after the
expiration of a term, and any such holding over shall be deemed a default under
the Lease. In addition, Subtenant agrees that it will not seek, and it expressly
waives any right to seek, any stay of the prosecution of, or the execution of
any judgement awarded in, any action by Landlord to recover possession of the
Sublet Space. Subtenant may not vacate the Sublet Space on a Sunday or holiday.
If the Sublease terminates on a Sunday or holiday, Subtenant must comply with
this paragraph by the end of the preceding Saturday or business day. This
paragraph shall survive the earlier termination of the Lease and Sublease.
6. If the Lease is terminated before the stated expiration date of
the Sublease, and if Landlord or any other party then entitled to possession of
the Sublet Space so demands, Subtenant shall attorn to Landlord or any such
party upon the then executory terms of the Sublease for the remainder of the
stated term of the Sublease, provided that, so long as such attornment is
demanded, Landlord or such other party shall recognize Subtenant's occupancy
rights provided further that such party's obligations to Subtenant shall be
governed by the terms of the Lease and this Agreement. The party to whom
Subtenant attorns shall, under such circumstances, agree not to disturb
Subtenant in its use and enjoyment of the Sublet Space, provided Subtenant
performs all of its obligations under the Sublease. Such party shall not be
required to honor or credit Subtenant for (i) any payments of rent made to
Tenant for more than one month in advance or for any other payment owing by, or
on deposit with, Tenant for the credit of Subtenant, (ii) any obligation to
perform any work or make any payment to Subtenant pursuant to a work letter, the
Sublease or otherwise (other than repair or maintenance work with respect to the
Sublet Space required of the lessor under the Lease), (iii) any security
deposits not in Landlord's actual
3
possession, (iv) any obligation of, or liability resulting from any act or
omission of, Tenant, (v) any amendment of the Sublease not expressly consented
to by Landlord, or (vi) any defenses, abatements, reductions, counterclaims or
offsets assertable against Tenant. This provision is self-operative upon demand
for attornment, whether or not, as a matter of law, the Sublease may terminate
upon the expiration or termination of the term of the Lease. Subtenant, however,
agrees to give Landlord or such other party, on request, an instrument
acknowledging an attornment according to these terms. No attornment pursuant to
this paragraph shall be deemed a waiver or impairment of Landlord's rights under
the Lease to pursue any remedy not inconsistent with the attornment. In the
event of such election by Landlord or such other party, (i) Tenant shall deliver
to Landlord or such other party any security deposit which Tenant is then
holding under the Sublease and (ii) Subtenant shall reimburse Landlord or such
other party for any costs that may be incurred by it in connection with such
attornment, including reasonable legal fees and disbursements.
7. Tenant and Subtenant each agrees:
(i) None of Landlord's shareholders, partners, directors,
officers, agents or employees, directly or indirectly, shall be liable for
Landlord's performance under the Lease or this Agreement;
(ii) Landlord's liability with respect to this Agreement
shall be limited to the value of Landlord's interest in the Land and the
Building (as defined in the Lease);
(iii) it will not seek to satisfy any judgement against
Landlord out of the assets of any person or entity other than Landlord (but only
to the extent provided in clause (ii) above); and
(iv) the obligations of Landlord under this Agreement and
the Lease shall not be binding upon Landlord after the sale, conveyance,
assignment or transfer by Landlord of its interest in the Land and the Building,
and Tenant and Subtenant shall look solely to the transferee for the
satisfaction of such obligations. Any such transferee shall be deemed to have
assumed all of Landlord's obligations under this Agreement.
8. Tenant and Subtenant each represents and warrants that no rent or
other consideration is being paid or is payable to Tenant by Subtenant for the
right to use or occupy the Sublet Space or for the use, sale or rental of
Tenant's fixtures, leasehold improvements, equipment, furniture or other
personal property (the "Personal Property"), except as expressly provided for in
the Sublease. If such rent or other consideration including any rent or
consideration received in connection with
4
the Personal Property exceeds the pro-rata portion of the Fixed Rent and
Additional Charges payable pursuant to the Lease, Tenant shall comply with
Section 38.08 of the Lease and pay to Landlord one hundred percent (100%) of
such excess in accordance with the provisions of the Lease.
9. Landlord represents and warrants that (i) the Lease is unmodified
except as provided herein and in full force and effect, (ii) Fixed Rent and
Additional Charges have been paid through the date hereof, and (iii) to the best
knowledge of the undersigned, except as provided in clause (ii) above, Tenant is
not in default of its obligations under the Lease and no event has occurred
which with the giving of notice or passage of time, or both, would constitute
such a default.
10. The Lease and this Agreement constitute the entire agreement of
the parties with respect to Landlord's consent to the Sublease. This Agreement
may not be changed except in writing signed by the party to be charged.
11. All statements, notices and other communications given pursuant
to this Agreement must be in writing and must be delivered personally with
receipt acknowledged, or sent by a nationally recognized reputable overnight
courier (against a receipt of delivery), or by registered mail, return receipt
requested, addressed to the parties at their addresses set forth above, or, if
to Subtenant, at the Building, or at such other address as any party may
designate upon not less than 10 days prior notice given in accordance with this
paragraph. Any such communication shall be deemed delivered when personally
delivered, or on the date received or rejected as indicated by the receipt if
sent by overnight courier or by the return receipt if sent by mail.
12. This Agreement shall be construed and governed by New York law.
13. Landlord's rights and remedies under this Agreement shall be in
addition to every other right or remedy available to it under the Lease, at law,
in equity or otherwise and Landlord shall be able to assert its rights and
remedies at the same time as, before, or after its assertion of any other right
or remedy to which it is entitled without in any way diminishing such other
rights or remedies. The invalidity or unenforceability of any provision of this
Agreement shall not impair the validity and enforceability of any other
provision of this Agreement.
14. This Agreement shall bind and inure to the benefit of the parties
and their respective successors and assigns, except as provided in Paragraph
7(iv) above and except that it shall not inure to the benefit of any successor
or assign of
5
Tenant or Subtenant whose status was acquired in violation of the Lease or this
Agreement.
15. Each of the persons executing this Agreement on behalf of
Landlord, Tenant and Subtenant represents that he or she is duly authorized to
execute and deliver this Agreement on behalf of Landlord, Tenant and Subtenant,
as the case may be, and that each of Landlord, Tenant and Subtenant has full
power and authority to enter into this Agreement.
16. Tenant and Subtenant, jointly and severally, indemnify Landlord
against, and hold it harmless from, all costs, damages and expenses, including
reasonable attorneys' fees and disbursements, arising out of any claims for
brokerage commissions, finders fees or other compensation in connection with the
Sublease or procuring possession of the Sublet Space. Tenant and Subtenant, at
their sole expense, may defend any such claim with counsel reasonably acceptable
to Landlord and settle any such claim at their expense, but only Landlord may
approve the text of any stipulation, settlement agreement, consent order,
judgement or decree entered into on its behalf. The provisions of this paragraph
16 shall survive the expiration or sooner termination of the Lease or Sublease.
17. Subtenant indemnifies Landlord against, and holds it harmless
from any and all losses, costs, expenses, claims and liabilities including, but
not limited to, reasonable counsel fees, arising from the use, occupancy,
conduct or management of the Sublet Space by Subtenant, or its agents,
employees, contractors, representatives, invitees or visitors, or Subtenant's
business activities therein (unless caused solely by Landlord or Landlord's
employees' or contractors' negligence or wrongful act). If any proceeding is
brought against Landlord by reason of any such claim, Subtenant shall be
responsible for Landlord's costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) incurred in connection therewith. If
any action or proceeding is brought against Landlord by reason of any such
claim, Subtenant, upon written notice from Landlord, shall, at Subtenant's sole
cost and expense, as the case may be, resist or defend such action or proceeding
using counsel reasonably approved by Landlord, but may not settle any such claim
without Landlord's prior written approval. The provisions of this paragraph 17
shall survive the expiration or earlier termination of the term of the Sublease
or the Lease. The indemnity and any right granted to Landlord pursuant to this
paragraph shall be in addition to, and not in limitation of, Landlord's rights
under the Lease.
18. Landlord's consent to the Sublease does not include consent to
any modification, supplement or amendment of the Sublease, or to any assignment
of the Sublease or sub-subletting of the Sublet Space, or to any additional
subleasing of the Sublet Space or any other portion of the Premises, each of
which requires
6
Landlord's prior written consent (except that Tenant may terminate the Sublease
without Landlord's prior consent). If Tenant or Subtenant desires Landlord's
consent to any such other action it must specifically and separately request
such consent. Tenant shall give Landlord prompt written notice if the Sublease
terminates prior to its stated term.
19. Neither the execution and delivery of this Agreement or the
Sublease, nor any acceptance of rent or other consideration from Subtenant by
Landlord or Landlord's agent shall operate to waive, modify, impair, release or
in any manner affect Tenant's liability or obligations under the Lease or
Subtenant's liability or obligations under the Sublease.
20. If there shall be any conflict or inconsistency between the
terms, covenants and conditions of this Agreement or the Lease and the Sublease,
then the terms, covenants and conditions of this Agreement or the Lease shall
prevail. If there shall be any conflict or inconsistency between this Agreement
and the Lease such conflict or inconsistency shall be determined for the benefit
of, and by, Landlord.
21. Each of the parties hereby irrevocably and unconditionally waives
its right to a jury trial in any cause of action arising out of, or relating to,
this Agreement.
22. Tenant agrees to pay, upon demand, Landlord's reasonable out-of-
pocket fees and disbursements incurred in connection with and related to the
preparation and execution of this Agreement.
23. This Agreement may be executed in counterparts, each of which
shall be deemed an original, and all such counterparts shall together constitute
one and the same instrument.
Please acknowledge your agreement to the terms and conditions of this
Agreement by signing the copy of this Agreement enclosed herewith and returning
it to the Landlord.
7
You may consider Landlord's consent to be effective upon your receipt
of a fully executed copy of this Agreement.
Very truly yours,
1290 PARTNERS, L.P.
By: 1290 GP Corp., general partner
By: ______________________________
Name:
Title:
Agreed to:
WARNER MUSIC GROUP INC.
By: ______________________________
Name:
Title:
XXXXXXX XXXXXXXX XXXXXXXX, LLC
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: EVP/Chief Financial Officer
8
[DIAGRAM APPEARS HERE]
Floor Plan of Sublet Space
0000 XXXXXX XX XXX XXXXXXX, 0XX XXX.
