Exhibit 10.57
SUBLEASE
Between
ABITIBI CONSOLIDATED SALES CORPORATION
as Sublessor
and
AMBI INC.
as Sublessee
Premises: A Portion of the 0xx Xxxxx
0 Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx
TABLE OF CONTENTS
Article PAGE
1. Demised Premises 1
2. Term 1
3. Rent 3
4. Use 5
5. Master Lease 5
6. Services 6
7. Electricity 7
8. Alterations and Repairs 7
9. Insurance 8
10. Assignment, Subletting and Encumbrances 9
11. Indemnification 11
12. Time Limits 11
13. Remedies Cumulative 12
14. Quiet Enjoyment 12
15. Release of Sublessor 12
16. Surrender of Premises 13
17. Estoppel Certificates 17
18. Security 13
19. Notices 15
20. Landlord's Consent Required 16
21. Broker 16
22. Waiver of Rights to Jury and Counterclaim 16
23. Miscellaneous 16
EXHIBIT A - Sublease Commencement Agreement
EXHIBIT B - Form of Surety Bond
SUBLEASE
SUBLEASE, dated as of August ____, 1998, between ABITIBI CONSOLIDATED
SALES CORPORATION (formerly known as, Abitibi-Price Sales Corp.), a Delaware
corporation ("Sublessor"), having an office at 0 Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx,
XX 00000 and AMBI INC., a New York corporation ("Sublessee"), having an office
at 000 Xxx Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000.
W I T N E S S E T H:
WHEREAS, by Agreement of Lease ("Original Lease"), dated as of May 15,
1995, as amended by Amendment to Agreement of Lease dated as of February 16,
1996 (the "Amendment"); the Original Lease, as amended by the Amendment, being
collectively referred to herein as the "Master Lease") between Purchase
Corporate Park Associates ("Landlord"), as landlord, and Sublessor, as tenant,
Landlord leased to Sublessor a portion of the second (2nd) floor (the "Master
Premises") in accordance with the terms of the Master Lease, in the building
designated as Building D (the "Building") on land (the "Land") located in the
Town of Harrison, County of Westchester, State of New York, and also commonly
known as "The Centre at Purchase," a true and complete copy of which Master
Lease (with certain financial terms omitted) has been delivered to Sublessee;
and
WHEREAS, Sublessor desires to sublet to Sublessee, and Sublessee
desires to hire from Sublessor, all of the premises demised under the Master
Lease upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
provided, Sublessor and Sublessee hereby agree as follows:
. Demised Premises.
. Sublessor hereby sublets to Sublessee, and Sublessee hereby
sublets and hires from Sublessor, the premises ("Premises") comprising a portion
of the second (2nd) floor of the Building as leased to Sublessor under the
Master Lease (being all of the Master Premises), for the sublease term
hereinafter stated and for the Fixed Rent and Additional Rent (both as
hereinafter defined) hereinafter reserved, subject to all of the terms and
provisions hereinafter provided or incorporated in this Sublease by reference.
. Sublessee agrees to accept the Premises broom clean and vacant on
the Commencement Date (as hereinafter defined) in its "as-is" condition on the
date hereof, subject to reasonable wear and tear. Sublessor has not made and
does not make any representations or warranties as to the physical condition of
the Premises, or any other matter affecting or relating to the Premises, but
Sublessor shall make any necessary repairs so as to deliver the Premises to
Sublessee in the condition required under the first sentence of this Section.
. Any and all alterations to, work to be performed in or materials
to be supplied for the Premises shall be made, performed and supplied at the
sole cost and expense of Sublessee
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and in conformance with all of the terms and provisions of this Sublease and the
Master Lease.
. Term.
. The term ("Term") of this Sublease shall commence on the date which
is the later of (i) the date Sublessor shall have obtained Landlord's written
consent to this Sublease in accordance with the provisions of Article 20, and
(ii) September 14, 1998 or such earlier date as Sublessee or anyone claiming
through or under Sublessee first occupies the Premises for the conduct of
business (the "Commencement Date"), and unless earlier terminated as herein
provided, shall expire on March 14, 2006 (the "Expiration Date"). When the
Commencement Date has been determined, at Sublessor's request, Sublessee shall
within ten (10) days after such request, execute a written agreement,
substantially in the form annexed hereto as Exhibit A. Any failure of Sublessor
to send, or Sublessee to execute such written agreement shall not affect the
validity of the Commencement Date.
. If the term of the Master Lease is terminated for any reason prior
to the Expiration Date, this Sublease shall thereupon be terminated ipso facto
without any liability of Sublessor to Sublessee by reason of such early
termination (the parties acknowledge that this provision is not intended to
relieve Sublessor of any liability which Sublessor may have to Sublessee for
voluntarily terminating the Master Lease or this Sublease in violation of
Section 5.3 below or for Sublessor failing to pay all amounts due to the
Landlord under the Master Lease. Except as otherwise expressly provided in this
Sublease with respect to those obligations of Sublessee and Sublessor which by
their nature or under the circumstances can only be, or under the provisions of
this Sublease may be, performed after the termination of this Sublease, the Term
and estate granted hereby shall end at noon on the date of termination of this
Sublease as if such date were the Expiration Date, and neither party shall have
any further obligation or liability to the other after such termination.
Notwithstanding the foregoing, any liability of Sublessee to make any payment
under this Sublease, whether of Fixed Rent, Additional Rent (both as hereinafter
defined) or otherwise, which shall have accrued prior to the expiration or
sooner termination of this Sublease, shall survive the expiration or sooner
termination of this Sublease.
. Except as otherwise specifically provided in this Sublease,
Sublessee waives the right to recover any damages which may result from
Sublessor's failure to deliver possession of the Premises on the Commencement
Date. If Sublessor shall be unable to deliver possession of the Premises on
such scheduled date, and provided Sublessee is not responsible for such
inability to give possession, the Rent reserved and guaranteed to be paid herein
shall not commence until Sublessor shall be able to so deliver possession of the
Premises to Sublessee, and no such failure to deliver possession on such
scheduled date shall in any way affect the validity of this Sublease or the
obligations of Sublessee hereunder or give rise to any claim for damages by
Sublessee or claim for rescission of this Sublease, nor shall the same in any
way be construed to extend the Term.
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. Notwithstanding anything above to the contrary, in the event that
Sublessor is unable to deliver possession of the entire Premises to Sublessee by
September 25, 1998, Sublessee shall be granted a license to occupy sufficient
space within the Premises to accommodate thirty workstations in reasonable
proximity to each other (the "Temporary Space"), it being in the sole and
absolute discretion of the Sublessor to select which portion of the Premises
shall serve as such Temporary Space. The Temporary Space shall include two (2)
individual offices. Sublessee shall not be obligated to pay Sublessor any rent
for the Temporary Space prior to the Commencement Date. Sublessee shall be
responsible for the installation of telephones used in the Temporary Space and
shall promptly pay to the provider of such telephones and telephone service any
and all charges associated therewith. Prior to occupying the Temporary Space,
Sublessee shall obtain and maintain such insurance policies as are required
under the provisions of below Article 9 and any required consent of Landlord.
. Sublessor agrees to deliver possession of the entire Premises to
Sublessee on or prior to September 30, 1998 (subject to obtaining Landlord's
consent and to force majeure conditions delaying the completion of Sublessor's
premises at 0 Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx). If Sublessor has not
delivered the entire Premises to Sublessee by September 30, 1998, then, except
to the extent that such delay in delivery of possession is due to the failure to
obtain Landlord's consent or any force majeure event, Sublessor shall pay
Sublessee an amount equal to (i) $2,000.00 per day for each day from and
including October 1 through October 31, 1998 and (ii) $3,000.00 per day for each
day from and including November 1 through December 31, 1998 that Sublessor has
not delivered possession to Sublessee of the entire Premises.
. In addition to the foregoing, Sublessor agrees to deliver
possession of the entire Premises to Sublessee (subject to obtaining Landlord's
consent or any force majeure event) no later than December 31, 1998.
. Sublessor agrees that, so long as the Sublessee is not in default
under the Sublease, it shall not exercise its termination option under Article
43 of the Master Lease or otherwise voluntarily terminate the Master Lease,
prior to the Expiration Date of this Sublease.
. All capitalized terms not defined in this Sublease shall have the
meanings ascribed to such terms in the Master Lease.
. The parties agree that this Article 2 constitutes an express
provision as to the time at which Sublessor shall deliver possession of the
Premises to Sublessee, and, except as provided in Section 2.6 above, Sublessee
hereby waives any rights to rescind this Sublease which Sublessee might
otherwise have pursuant to Section 223-a of the Real Property Law of the State
of New York or any other law of like import now or hereafter in force.
. Rent.
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. The rent ("Rent") reserved for the Term shall consist of the
following:
() annual fixed rent ("Fixed Rent") at the rate of $589,420.00
per annum for the period commencing on the Commencement Date
and ending on the Expiration Date, payable in equal monthly
installments of $49,118.33 each.
The installment of Fixed Rent for the calendar month in which the
Commencement Date occurs shall be payable on the execution hereof. Subsequent
installments of Fixed Rent shall be payable on the first day of each subsequent
month of the Term except that, provided that Sublessee shall not then be in
default hereunder, the Fixed Rent in an amount equal to $49,118.33 per month
shall be abated for a period of three (3) months beginning on the Commencement
Date (if, however, this Sublease shall terminate due to a default at any time by
Sublessee hereunder or if this Sublease shall be rejected in the case of a
bankruptcy, the Fixed Rent otherwise abated pursuant to this section shall be
immediately due and payable). If the Commencement Date shall be other than the
first day of the month, it shall be prorated and the second installment of Fixed
Rent shall be appropriately adjusted; and
() additional rent ("Additional Rent") in an amount equal to any
and all sums of money other than fixed annual rent which is or
may become payable by Sublessor to Landlord under the Master
Lease including, without limiting the generality of the
foregoing, the "Tax Escalation Payment", as defined in Section
3.3 of the Master Lease, and the "Expense Payment", as defined
in Section 4.4(a) of the Master Lease. The payment of the Tax
Payment and the Operating Payment shall be made in accordance
with the terms of Articles 3 and 4 of the Master Lease except
that the term "Comparative Year" as defined in Section 3.1(d)
shall mean the period commencing on September 1, 1998 and
ending on August 31, 1999 and each subsequent one-year period;
the term "Building Expense Base Factor", as defined in Section
4.2(a) of the Master Lease, shall mean the amount of Building
Expenses for the period commencing on September 1, 1998 and
ending on August 31, 1999; the term "Non-Building Expense Base
Factor" as defined in Section 4.2(b) of the Master Lease shall
mean the amount of Non-Building Expenses incurred for the
period commencing on September 1, 1998 and ending on August
31, 1999; the term "Land Tax Base Factor", as defined in
Section 3.2(g) of the Master Lease, shall mean the amount of
taxes attributable to the Land for the period commencing on
September 1, 1998 and ending on August 31, 1999; the term
"Building Tax Base Factor", as defined in Section 3.2(h) of
the Master Lease, shall mean the Building Taxes payable for
the period commencing on September 1, 1998 and ending on
August 31, 1999; and the term "Tax Year", as defined in
Section 3.2(a) of the Master Lease, shall mean calendar year
1998 and each subsequent calendar year, any portion of which
occurs during the Term. Additional Rent under this subsection
shall be payable by
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Sublessee to Sublessor on the date five (5) days before the
date on which such amounts are payable by Sublessor to
Landlord under the Master Lease. Sublessor shall have the same
remedies with respect to any default by Sublessee in the
payment of Additional Rent as are provided in this Sublease,
the Master Lease or applicable law with respect to any
nonpayment of rent.
. Sublessor agrees to provide to Sublessee copies of any Tax
Escalation Statements and Expense Escalation Statements promptly following their
receipt by Sublessor from Landlord.
. The Fixed Rent and, except as otherwise specifically provided in
this Sublease, the Additional Rent, shall be paid by Sublessee to Sublessor at
the office of Sublessor set forth above or such other place as Sublessor may
designate in writing, without prior notice or demand therefor without any
abatement, deduction or setoff.
. Sublessee shall pay all Rent when due, in lawful money of the
United States which shall be legal tender for the payment of all debts, public
and private, at the time of payment. All sums due and payable as Rent shall
from and after the date which is ten (10) days after the due date bear interest
at the lesser of (i) two (2%) percent above the base rate or the equivalent
thereof charged by Citibank, N.A. (or any successor thereto) or (ii) the maximum
legal rate of interest permitted from time to time under law to be charged,
provided, however, that no further interest shall be payable upon such
interest. All interest accrued under this subsection as hereinabove provided
shall be deemed to be Additional Rent payable hereunder and due at such time or
times as the Rent with respect to which such interest shall have accrued shall
be payable under this Sublease.
. Use.
. Sublessee may occupy and use the Premises only for general and
executive offices and uses incidental thereto, and for no other purpose,
provided that any use of the Premises shall in all respects be only as permitted
under the terms and provisions of this Sublease and the Master Lease, including
the rules and regulations under the Master Lease, and any and all laws,
statutes, ordinances, orders, regulations and requirements of all federal, state
and local governmental, public or quasi-public authorities, whether now or
hereafter in effect, which may be applicable to or in any way affect the
Building or the Premises or any part thereof (collectively, "Legal
Requirements").
. Sublessee shall not, without the prior consent of Sublessor and
Landlord, knowingly do or permit anything to be done which may result in a
violation of the terms of this Sublease or the Master Lease or which may make
Sublessor liable for any damages, claims, fines, penalties, costs or expenses
thereunder.
. Master Lease.
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. This Sublease and all of Sublessee's rights hereunder are and shall
remain in all respects subject and subordinate to (i) all of the terms and
provisions of the Master Lease, a copy of which (except for the rent and certain
other financial provisions) has been delivered to Sublessee, (ii) any and all
amendments of the Master Lease or supplemental agreements relating thereto
hereafter made between Landlord and Sublessor (copies of which Sublessor agrees
to deliver to Sublessee except for the rent and certain other financial
provisions which may be contained therein), provided, however, that Sublessor
shall not enter into any such amendments or supplemental agreements that shall
(1) adversely affect Sublessee's rights hereunder, (2) increase Sublessee's
obligations hereunder other than in an immaterial way, (3) decrease the size of
the Premises, or (4) shorten the term hereof and (iii) any and all matters to
which the tenancy of Sublessor, as tenant under the Master Lease, is or may be
subordinate. Sublessee shall in no case have any rights under this Sublease
greater than Sublessor's rights as tenant under the Master Lease. The foregoing
provisions shall be self-operative and no further instrument of subordination
shall be necessary to effectuate such provisions unless required by Landlord or
Sublessor, in which event Sublessee shall, within ten (10) business days of any
demand by Landlord or Sublessor, at any time and from time to time, execute,
acknowledge and deliver to Sublessor and Landlord any and all instruments that
Sublessor or Landlord may deem reasonably necessary or proper to confirm such
subordination of this Sublease, and the rights of Sublessee hereunder.
Sublessee hereby appoints Sublessor its attorney in fact, coupled with an
interest, for the purpose of executing any such instrument of subordination if
Sublessee shall fail to execute, acknowledge and/or deliver any such instrument
of subordination within ten (10) business days after Landlord's or Sublessor's
demand therefor.
. Sublessee acknowledges that in the event of a (i) termination of
the Master Lease for any reason other than a voluntary agreement between
Sublessor and Landlord terminating the Master Lease, or (ii) re-entry or
dispossess by Landlord under the Master Lease, Landlord may, at its option, take
over all of the right, title and interest of Sublessor hereunder and Sublessee
agrees that it shall, at Landlord's option, attorn to Landlord pursuant to the
then executory provisions of this Sublease, except that Landlord shall not (i)
be liable for any previous act or omission of Sublessor under this Sublease,
(ii) be subject to any offset not expressly provided in this Sublease, which
theretofore accrued to the Sublessee against Sublessor, or (iii) be bound by any
previous modification of this Sublease (which is made without Landlord's
consent) or by any previous prepayment of more than one month's rent.
. Sublessor agrees not to voluntarily terminate the Master Lease,
as long as Sublessee is not in default hereunder. Sublessee shall observe and
perform for the benefit of Landlord and Sublessor, each and every term,
covenant, condition and agreement of the Master Lease which Sublessor is
required to observe or perform with respect to the Premises as tenant under the
Master Lease, except for (i) those covenants, if any, of the tenant under the
Master Lease which are not incorporated by reference in this Sublease and (ii)
the covenants of Sublessor to pay Landlord the "fixed annual rent" and
"additional rent" (as such terms are defined in the Master Lease) and to perform
its
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obligations as tenant under the Master Lease (to the extent such obligations
affect Sublessee's use and occupancy of the Premises), which covenants Sublessor
shall observe and perform as long as Sublessee is not in default hereunder.
Except as otherwise specifically provided in this Sublease, all of the terms,
covenants, conditions and agreements which Landlord or Sublessor are required to
observe or perform with respect to the Premises as parties to the Master Lease
are hereby incorporated herein by reference and deemed to constitute terms,
covenants, conditions and agreements which Sublessor and Sublessee are required
to observe or perform under this Sublease as if set forth herein at length,
mutatis mutandis, with the exception of the following articles and provisions of
the Master Lease: Articles 2, 11, 24, 41, 42, 43, and 44, Sections 1.2 (i) -
(iv), and 25.4 and Exhibit D of the Original Lease; Paragraphs 4, 5, 8, and
Paragraph 2, second sentence, of the Amendment. Sublessor may exercise all of
the rights, powers, privileges and remedies reserved to Landlord under the
Master Lease to the same extent as if fully set forth herein at length,
including, without limitation, all releases from liability to Landlord
thereunder except as may be provided otherwise herein, and all rights and
remedies arising out of or with respect to any default by Sublessee in the
payment of Rent hereunder or the observance or performance of the terms,
covenants, conditions and agreements of this Sublease (including those portions
of the Master Lease that are incorporated herein). In the event of any
inconsistency between the terms of this Sublease and the Master Lease, the terms
of this Sublease shall govern.
. The consent of Landlord shall be required in connection with any
act which requires the consent of Landlord pursuant to the terms of the Master
Lease, notwithstanding that a particular provision herein may not require
Sublessor's consent or states that only Sublessor's consent is required.
. Services.
. Except as otherwise specifically provided in this Sublease,
Sublessee shall be entitled during the Term to receive all services, utilities,
repairs and facilities which Landlord is required to provide insofar as such
services, utilities, repairs and facilities pertain to the Premises.
Notwithstanding anything to the contrary in this Sublease, Sublessor shall have
no liability of any nature whatsoever to Sublessee as a consequence of the
failure or delay on the part of Landlord in performing any or all of its
obligations under the Master Lease, unless such failure or delay is caused by
Sublessor, and under no circumstances shall Sublessee have any right to require
or obtain the performance by Sublessor of any obligations of Landlord under the
Master Lease or otherwise. Sublessee's obligations under this Sublease shall
not be impaired, nor shall the performance thereof be excused, because of any
failure or delay on the part of Landlord in performing its obligations under the
Master Lease.
6.2 If at any time during the Term Landlord shall default in any of
its obligations to furnish facilities, services or utilities or to make repairs
to the Premises, then, upon Sublessor's receipt of a written notice from
Sublessee specifying such default, Sublessor shall, at Sublessee's sole cost and
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expense, use its reasonable efforts to cause Landlord to cure such default. Any
action or proceeding instituted by Sublessor against Landlord to enforce such
rights shall be conducted at the expense of Sublessee, using attorneys which
have been selected by Sublessee (such selections being subject to the prior
approval of Sublessor which shall not be unreasonably withheld or delayed).
7. Electricity.
7.1 Sublessee shall comply with all of the obligations of Sublessor
under the Master Lease with respect to electricity. Bills therefor shall be
rendered by Sublessor to Sublessee at such times as Landlord submits bills to
Sublessor therefor pursuant to the Master Lease. The amounts thereon shall be
Additional Rent and shall be due and payable to Sublessor, without set-off or
deduction, within ten (10) days of the rendition of such bills.
7.2 Sublessee acknowledges that (i) Sublessor is not responsible for
providing or installing any equipment necessary for Sublessee's electrical
requirements, and (ii) Sublessor and Landlord shall have no liability to
Sublessee for any loss, damage or expense which Sublessee may sustain or incur
by reason of any change, failure, inadequacy or defect in the supply or
character of the electrical energy furnished to the Premises or if the quantity
or character of the electrical energy is no longer available or suitable for
Sublessee's requirements.
8. Alterations and Repairs.
8.1 Sublessee shall make no alterations, installations, additions or i
mprovements, including Sublessee's initial leasehold improvements (collectively,
"Alterations") in or about the Premises without the prior written consent of
Sublessor and Landlord in each instance, which consent shall not be unreasonably
withheld by Sublessor as to nonstructural Alterations which do not affect
building systems provided any required consent of Landlord shall have first been
obtained. Any Alterations consented to by Sublessor shall be performed by
Sublessee, at its sole cost and expense, and in compliance with the following
requirements:
(a) Sublessee, at its sole expense, shall comply with all of the
provisions of this Sublease and the Master Lease pertaining to the making of
Alterations, including, without limiting the generality of the foregoing, the
provisions requiring the prior written consent of Landlord before any
Alterations may be made in or about the Premises;
(b) Sublessee shall submit to Sublessor for its and Landlord's prior
written approval all plans and specifications for such proposed Alterations,
together with the name of the proposed contractor and all proposed
subcontractors, and all other documentation required to be submitted by
Sublessor to Landlord under the Master Lease in respect of such Alterations;
(c) Sublessee shall furnish Sublessor with certificates of insurance
as shall be reasonably satisfactory to Sublessor as to coverage and insurer (who
shall be licensed to do business in the State of New York), including, but not
limited to, liability, property damage, and worker's compensation insurance to
protect
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Sublessor, Landlord, their agents, employees, successors and assigns and
Sublessee during the period of the performance of such Alteration;
(d) All such Alterations shall be performed in a good and
workmanlike manner and in compliance with all Legal Requirements and with all
requirements of any insurance policies affecting the Premises or the Building
and so as to cause as little interference as is reasonably possible with
Sublessor's or its sublessees' use, occupancy and enjoyment of the premises of
which the Premises are a part; and
(e) Sublessee, at its sole expense, shall obtain all municipal and
other governmental licenses, permits, authorizations, approvals and certificates
required in connection with such Alteration.
8.2 Sublessor shall have no obligations whatsoever to make any
repairs or Alterations in the Premises to any systems serving the Premises or to
any equipment, fixtures or furnishing in the Premises, or to restore the
Premises in the event of a fire or other casualty therein or to perform any
other duty with respect to the Premises which Landlord is required to perform
pursuant to certain obligations which Landlord has to Sublessor under the Master
Lease. Subject to the provisions of Section 6.2 above, Sublessee shall look
solely to Landlord for the making of any and all repairs in the Premises and the
performance of all such other work and responsibilities and only to the extent
required by the terms of the Master Lease.
9. Insurance.
9.1 Sublessee, at Sublessee's sole expense, shall maintain for the
benefit of Sublessee, Sublessor and Landlord such policies of insurance required
by the Master Lease or reasonably satisfactory to Sublessor as to coverage and
insurer (who shall be licensed to do business in the State of New York),
provided that such insurance shall at a minimum include comprehensive general
liability insurance protecting and indemnifying Sublessor, Landlord and
Sublessee against any and all claims and liabilities for injury or damage to
persons or property or for the loss of time or of property occurring upon, in or
about the Premises, and the public portions of the Building, caused by or
resulting from or in connection with any act or omission of Sublessee,
Sublessee's employees, agents or invitees. Sublessee shall furnish to Sublessor
certificates of insurance evidencing such coverage prior to the Commencement
Date.
9.2 Nothing contained in this Sublease shall relieve Sublessee or
Sublessor from any liability as a result of damage from fire or other casualty,
but each party shall look first to any property insurance in its favor before
making any claim against the other party for recovery for loss or damage
resulting from fire or other casualty. To the extent that such insurance is in
force and collectible and to the extent permitted by law, Sublessor and
Sublessee each hereby releases and waives all right to recovery against the
other or anyone claiming through or under the other by way of subrogation or
otherwise. The foregoing release and waiver shall be in force only if the
insurance policies of Sublessor and Sublessee provide that such release or
waiver does not invalidate the insurance; each party agrees to use its best
efforts to include such a provision in its applicable insurance
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policies. If the inclusion of said provision would involve an additional
expense, either party, at its sole expense, may require such provision to be
inserted in the other's policy.
10. Assignment, Subletting and Encumbrances.
10.1 Except as otherwise provided herein, Sublessee, shall not
sublease, mortgage, pledge or otherwise encumber all or any part of the
Premises, assign this Sublease (by operation of law or otherwise) or permit the
Premises to be used or occupied by anyone other than Sublessee, without the
prior written approval of Sublessor and Landlord in each instance, which
approval from Landlord, as to a request for an assignment of this Sublease or a
subletting by Sublessee of the Premises, shall be granted or withheld in
accordance with the applicable requirements under the Master Lease, and from
Sublessor shall not be unreasonably withheld or delayed. If Sublessor consents
to an assignment of this Sublease or a subletting of the Premises, no such
assignment or subletting shall be or be deemed to be effective until the
following conditions have been met:
(i) Landlord shall have consented in writing to such assignment
or subletting;
(ii) in the case of an assignment, the assignee shall have assumed
in writing, directly for the benefit of Sublessor, all of the
obligations of Sublessee hereunder and Sublessor shall have
been furnished with a duplicate original of the agreement of
assignment and assumption, in form and substance reasonably
satisfactory to Sublessor; and
(iii) in the case of a subletting, Sublessor shall have been
furnished with a duplicate original of the sublease prior to
the commencement of the term of such sublease, which sublease
shall be in form and substance reasonably satisfactory to
Sublessor, and shall be subject and subordinate to all of the
terms, covenants and conditions of this Sublease and the
Master Lease and shall restrict the right of the subtenant
thereunder to assign such sublease or further sublet its
subleased premises.
Notwithstanding Sublessor's consent to any such assignment or subletting, the
provisions of this subsection shall be applicable to each and every subsequent
assignment or subletting, and Sublessee shall not be released from any of its
obligations or liabilities hereunder.
10.2 Subject to the provisions of Section 10.3 hereof, the transfer
of a majority of the issued and outstanding capital stock of any corporate
Sublessee or permitted assignee of this Sublease, or the transfer of a majority
of the interest in any partnership Sublessee or permitted assignee, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this Sublease.
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10.3 Sublessee may, without obtaining Sublessor's consent but subject
to Sublessor obtaining any required consent from Landlord, (a) assign or
transfer this Sublease to a corporation or other entity into which Sublessee
shall be merged or consolidated or an entity which acquires all or substantially
all of the assets, stock, or other equity interest of Sublessee (each, a
"successor entity"), or an entity which controls, is controlled by, or is under
common control with Sublessee (a "related entity"), or (b) sublet the Premises
to a related entity; provided that in all such cases: (i) Sublessee shall not
be in default hereunder at the time of such sublet or assignment; (ii) the
principal purpose of such transfer or acquisition is not the acquisition of
Sublessee's interest in this Sublease and is not made to circumvent the
provisions of this Section 10.3; (iii) in the case of an assignment to a
successor entity such successor entity has a net worth immediately following
such merger or acquisition computed in accordance with generally accepted
accounting principles at least equal to the greater of (1) the net worth of
Sublessee immediately prior to such merger, consolidation or acquisition, or (2)
the net worth of Sublessee herein named on the date of this Sublease; (iv) in
the case of an assignment or subletting to a related entity, the rights granted
to Sublessee pursuant to this Section 10.3 shall be for only so long as such
assignee or sublessee shall remain a related entity and at such time as such
assignee or sublessee shall no longer be a related entity the rights accorded to
Sublessee by this Section 10.3 shall not apply and Sublessee shall promptly
comply with all of the terms and conditions of this Section 10 with respect to
such assignment or subletting; (v) Sublessor shall have been delivered, at least
ten (10) days prior to the effective date of such assignment or subletting: (1)
in the case of an assignment to a successor entity, proof reasonably
satisfactory to Sublessor of the net worth of such assignee or sublessee, (2) in
the case of an assignment or subletting to a related entity, proof reasonably
satisfactory to Sublessor that such assignee or sublessee is a related entity;
(3) in all cases, a duplicate original of the assignment or sublease instrument;
(4) in the case of an assignment, an instrument in form and substance reasonably
satisfactory to Sublessor, duly executed by the assignee, in which such assignee
assumes (as of the date of such assignment) observance of and performance of,
and agrees to be personally bound by, all of the terms, covenants and conditions
of this Sublease on Sublessee's part to be performed; (5) in the event of a
subletting, an instrument in form and substance reasonably satisfactory to
Sublessor, duly executed by the sublessee, in which such sublessee agrees that
in the event of a termination of this Sublease, such sublessee shall, at
Sublessor's election, attorn to Sublessor upon all of the terms and conditions
of this Sublease or, at Sublessor's election, enter into a new sublease with
Sublessor upon all of the then executory terms and conditions of this Sublease
with respect to the premises so subleased; and (6) an instrument in form and
substance reasonably acceptable to Sublessor duly executed by such assignee or
sublessee, in which such assignee or sublessee consents to the exclusive
jurisdiction of the courts of New York State and the Federal courts located in
the County of New York, State of New York. If Sublessor fails to object to any
documentation provided to Sublessor pursuant to subsection
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10.3(b)(v) as soon as practicable but in no event later than ten (10) business
days following receipt thereof by Sublessor, then such documentation shall be
deemed to be reasonably satisfactory to Sublessor.
10.4 If this Sublease be assigned or if the Premises or any part
thereof be further sublet or occupied by anybody other than Sublessee, Sublessor
may, after default by Sublessee, collect rent from the assignee, subtenant or
occupant, and, if Sublessor does so, it shall apply the net amount collected to
the Fixed Rent, Additional Rent and other charges herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of
Sublessee's covenants under this Article 10, or the acceptance by Sublessor of
the assignee, subtenant or occupant as tenant hereunder or a release of
Sublessee from the further performance by Sublessee of any of the terms,
covenants and conditions of this Sublease on the part of Sublessee to be
performed hereunder.
10.5 Sublessee shall pay on demand the actual costs and expenses
reasonably incurred by Sublessor and Landlord, including, without limitation,
reasonable architect, engineer and attorneys' fees and disbursements in
connection with any proposed or actual assignment of this Sublease or subletting
of the Premises or any part thereof and the review and/or preparation of
documents in connection therewith.
11. Indemnification
11.1 Sublessor, Landlord, their respective employees, agents,
contractors, licensees and invitees, shall not be liable to Sublessee, its
employees, agents, contractors, licensees or invitees, and Sublessee shall
indemnify and hold harmless Sublessor and Landlord and their respective
employees, contractors, licensees or invitees for any and all loss, cost,
liability, claim, damage and expense, including, without limiting the generality
of the foregoing, attorneys' fees and expenses and court costs, penalties and
fines incurred in connection with or arising from any injury to Sublessee or any
other person or for any damage to, or loss (by theft or otherwise) of, any of
the property of Sublessee and/or any other person, (i) irrespective of the cause
of such injury, damage or loss if occurring in or about the Premises, and (ii)
to the extent caused by the acts, omissions or negligence of Sublessee, its
employees, agents, contractors, licensees, or invitees, if occurring in or about
the Building.
11.2 Sublessee shall indemnify and hold harmless Sublessor and
Landlord, and their respective employees, agents, contractors, licensees and
invitees, from and against any and all loss, cost, liability, claims, damage and
expenses, including, without limiting the generality of the foregoing,
attorneys' fees and expenses and court costs, penalties and fines, 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 or the Master Lease on Sublessee's part to be observed,
performed or complied with, (ii) the use or occupancy or manner of use or
occupancy of the Premises by Sublessee or any person claiming
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through or under Sublessee or the exercise by Sublessee or any person claiming
through or under Sublessee of any rights granted to Sublessee hereunder,
including, without limiting the generality of the foregoing, those rights
provided under Article 6 above, (iii) 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 or the Building either prior to, during, or after the
termination of this Sublease or (iv) the condition of the Premises for which
Sublessee is liable. If any action or proceeding shall be brought against
Sublessor or Landlord by reason of any such claim, Sublessee, upon notice from
Sublessor or Landlord, shall resist and defend such action or proceeding and
employ counsel therefor reasonably satisfactory to Sublessor and Landlord.
Sublessee shall pay to Sublessor on demand all sums which may be owing to
Sublessor and Landlord by reason of the provisions of this subsection.
Sublessee's obligations under this subsection shall survive the Expiration Date
or other termination of this Sublease.
12. Time Limits.
12.1 Except with respect to actions to be taken by Sublessee for
which shorter time limits are specifically set forth in this Sublease, which
time limits shall control for the purposes of this Sublease, the time limits
provided in those portions of the Master Lease that are incorporated herein for
the giving or making of any Notice (as hereinafter defined) by the tenant
thereunder to Landlord, the holder of any leasehold mortgage or any other party,
or for the performance of any act, condition or covenant by the tenant
thereunder, or for the exercise of any right, remedy or option by the tenant
thereunder, are changed for the purpose of incorporation into this Sublease, by
shortening the same in each instance by (i) fifteen (15) days with respect to
all such periods of sixty (60) or more days, (ii) seven (7) days with respect to
all such periods of thirty (30) or more days but less than sixty (60) days,
(iii) five (5) days with respect to all such periods of twenty (20) or more but
less than thirty (30) days and (iv) three (3) days with respect to all such
periods of less than twenty (20) days, provided, however, that in no event shall
any such period be shortened to less than five (5) days, so that any Notice may
be given or made, or any act, condition or covenant performed, or option
hereunder exercised, by Sublessor within the time limit relating thereto
contained in the Master Lease.
12.2 Except with respect to actions to be taken by Sublessor for
which longer time limits are specifically set forth in this Sublease, which time
limits shall control for the purposes of this Sublease, the time limits provided
in the Master Lease for the giving or making of any Notice by Landlord or the
performance of any act, covenant or condition by Landlord for the exercise of
any right, remedy or option by Landlord thereunder are changed for the purposes
of this Sublease, by lengthening the same in each instance by (i) ten (10) days
with respect to all such periods of sixty (60) or more days (ii) seven (7) days
with respect to all such periods of thirty (30) or more but less than sixty (60)
days, (iii) five (5) days with respect to all such periods of twenty (20) or
more but less than thirty (30) days and (iv) three (3) days with respect to
all such periods of less than
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twenty (20) days so that any Notice may be given or made, or any act, condition
or covenant performed or option hereunder exercised by Landlord within the
number of days respectively set forth above, after the time limits relating
thereto contained in the Master Lease.
13. Remedies Cumulative.
13.1 Each right and remedy of Sublessor under this Sublease shall
be cumulative and be in addition to every other right and remedy of Sublessor
under this Sublease and now or hereafter existing at law or in equity, by
statute or otherwise.
14. Quiet Enjoyment.
14.1 Sublessor covenants that, as long as Sublessee shall pay the
Fixed Rent and Additional Rent and all other amounts due hereunder and shall
duly observe, perform, and comply with all of the terms, covenants and
conditions of this Sublease on its part to be observed, performed or complied
with, Sublessee shall, subject to all of the terms of the Master Lease and this
Sublease, peaceably have, hold and enjoy the Premises during the Term without
molestation or hindrance by Sublessor, except as otherwise provided in Section
5.2 hereof.
15. Release of Sublessor.
15.1 The term "Sublessor", as used in this Sublease shall be limited
to mean and include only the owner or owners at the time in question of the
tenant's interest under the Master Lease, and in the event of any transfer or
transfers of the tenant's interest in the Master Lease, and provided that in
each such document of transfer the assignee expressly assumes all of the
assignor's obligations and duties thereafter arising under this Sublease,
Sublessor herein named (and in case of any subsequent transfer or conveyance,
the then transferor of the tenant's interest in the Master Lease) shall be
automatically freed and relieved from and after the date of such transfer of all
liability with respect to the performance of any covenants or obligations on the
part of Sublessor contained in this Sublease thereafter to be performed.
16. Surrender of Premises.
16.1 Sublessee shall, no later than the termination of this Sublease
and in accordance with all of the terms of this Sublease and the Master Lease,
vacate and surrender to Sublessor the Premises, together with all Alterations,
in good order, condition and repair, reasonable wear and tear excepted and loss
by fire or other casualty excepted. Sublessee acknowledges that Sublessee shall
be solely responsible for any and all restoration obligations imposed upon the
tenant under the Master Lease. Sublessee's obligation to observe or perform
this covenant shall survive the termination of this Sublease.
16.2 Sublessee expressly waives, for itself and for any person
claiming through or under Sublessee, any rights which Sublessee or any such
person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules and any successor law of like import then in force in
connection with any
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holdover summary proceedings which Sublessor may institute to enforce the
foregoing provisions of this Article 16.
17. Estoppel Certificates.
17.1 At any time and from time to time within ten (10) days after a
written request from either party to this Sublease, the other party shall
execute, acknowledge and deliver to the requesting party a written statement
certifying (i) that this Sublease has not been modified and is in full force and
effect or, if there has been a modification of this Sublease, that this Sublease
is in full force and effect as modified, and stating such modifications, (ii)
the dates to which the Fixed Rent, Additional Rent and other charges hereunder
have been paid, (iii) that to the best of such party's knowledge, no defaults
exist under this Sublease or, if any defaults do exist, specifying the nature of
each such default and (iv) as to such other matters pertaining to the terms of
this Sublease as the requesting party may reasonably request.
18. Security.
18.1 (a) Simultaneously with the execution of this Sublease,
Sublessee shall deposit with Sublessor the sum of Five Hundred Eighty-Nine
Thousand, Four Hundred Twenty Dollars ($589,420.00) ("Security Deposit") as
security for the faithful performance and observance by Sublessee of all of the
terms, covenants and conditions of this Sublease on Sublessee's part to be
performed and observed. Sublessor may use, apply or retain the whole or any
part of the Security Deposit to the extent required for the payment of any Rent
and any other sums as to which Sublessee may be in default hereunder beyond the
expiration of applicable grace and notice periods and for any sum which
Sublessor may expend or may be required to expend by reason of Sublessee's
default beyond the expiration of applicable grace and notice periods in respect
of any of the terms, covenants and conditions of this Sublease, including,
without limiting the generality of the foregoing, any and all damages and
deficiencies in the reletting of the Premises, whether such damages or
deficiencies shall accrue before or after summary proceedings or other re-entry
by Sublessor. In the event that Sublessee shall fully and faithfully comply
with all of the terms, provisions, covenants and conditions of this Sublease,
the Security Deposit, or
so much thereof as shall not have been applied by Sublessor as aforesaid,
together with accrued interest thereof, shall be returned to Sublessee promptly
following the Expiration Date or date of earlier termination and delivery of the
entire possession of the Premises to Sublessor. In the event of an assignment
by Sublessor of its interest under the Master Lease, Sublessor shall transfer
the Security Deposit to the assignee and Sublessor shall thereupon be released
by Sublessee from all liability for the return of such Security Deposit. In
such event, Sublessee shall look solely to its new landlord for the return of
said Security Deposit. The foregoing provisions shall apply to every transfer
or assignment made of the Security Deposit to a new landlord. Sublessee further
covenants that it will not assign or encumber or attempt to assign or encumber
the Security Deposit and that
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neither Sublessor nor its successors and assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) The Security Deposit shall be placed by Sublessor in an interest
be aring account. Interest that accrues thereon shall belong to Sublessee.
Provided Sublessee is not in default hereunder and Sublessee supplies Sublessor
with its Tax I.D. Number, interest shall be paid to Sublessee once annually.
The obligation to pay any taxes, whether income or otherwise, related to or
affecting any interest earned on the Security Deposit shall be the sole
responsibility of Sublessee and Sublessee hereby agrees to pay same. Sublessee
represents that its Tax I.D. Number is 00-0000000.
(c) Sublessee shall have the right, either (i) in lieu of certain
funds required to be deposited with Sublessor pursuant to this Article 18 of
this Sublease or (ii) at any time thereafter in substitution for such funds, to
deposit and maintain with Sublessor as a portion of the security deposit
referred to in Section 18.1(a) of this Sublease, a surety bond not to exceed the
aggregate amount of $294,710.00, in the form attached hereto as Exhibit B (the
"Surety Bond").
(d) Sublessee shall, not less than sixty (60) days prior to the
expiration of the term of the Surety Bond, time being of the essence of this
provision of the Sublease, deliver to Sublessor one of the following: (i) an
extension of the Surety Bond for a term equal to the term of the expiring Surety
Bond; (ii) a new surety bond substantially in the form attached hereto as
Exhibit B; (iii) cash in the sum of $294,710.00; or (iv) an irrevocable
commercial letter of credit, in accordance with the terms of Section 18.1(e)
below. If Sublessee shall fail to deliver one of above items (i) through (iv)
in accordance with the provisions of this Section, such failure shall be an
event of default under this Sublease.
(e) Sublessee shall have the right, either (i) in lieu of providing
the Sublessor with a Surety Bond pursuant to Section 18.1(c) of this Sublease or
(ii) at any time thereafter in substitution for such Surety Bond, to deposit and
maintain with Sublessor as a portion of the security deposit referred to in
Section 18.1(a) of this Sublease, an irrevocable commercial letter of credit in
the aggregate amount of $294,710.00, in form and substance reasonably
satisfactory to Sublessor, and issued by a member bank of the New York Clearing
House Association, acceptable to Sublessor, payable upon the presentation by
Sublessor to such bank in New York City of a sight draft, without presentation
of any other documents, statements or authorizations, other than a written
statement by an officer or authorized representative of the beneficiary of the
Letter of Credit stating that Sublessee is in default under this Sublease,
beyond any applicable grace period (a "Letter of Credit"), which Letter of
Credit shall provide (a) for the continuance of such credit for the period of at
least one (1) year from the date hereof, (b) for the automatic extension of such
Letter of Credit for additional periods of one (1) year from the initial and
each future expiration date thereof (the last such extension to provide for the
continuance of such Letter of Credit for at least three (3) months beyond the
Expiration Date) unless such bank gives Sublessor notice of its intention not to
renew such Letter
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of Credit, not less than sixty (60) days prior to the initial or any future
expiration date of such Letter of Credit and (c) that in the event such notice
is given by such bank, Sublessor shall have the right to draw on such bank at
sight for the balance remaining in such Letter of Credit and hold and apply the
proceeds thereof in accordance with the provisions of this Article 18. Each
Letter of Credit to be deposited and maintained with Sublessor (or the proceeds
thereof) shall be held by Sublessor as security for the faithful performance and
observance by Sublessee of the terms, provisions and conditions of this
Sublease, and in the event that (x) any default occurs under this Sublease, or
(y) Sublessor transfers its right, title and interest under this Sublease to a
third party and the bank issuing such Letter of Credit does not consent to the
transfer of such Letter of Credit to such third party, or (z) notice is given by
the bank issuing such Letter of Credit that it does not intend to renew the
same, as above provided, then, in any such event, Sublessor may draw on such
Letter of Credit, and the proceeds of such Letter of Credit shall then be held
and applied as security (and be replenished, if necessary) as provided in
Article 18 and herein.
(f) In the event Sublessor shall use, apply or retain the whole or
any part of the security deposited under this Article 18, Sublessee shall
immediately deliver to Sublessor an amount equal to the sum used, applied or
retained by Sublessor in accordance therewith so that at all times during the
term hereof, Sublessor shall have as security hereunder an amount equal to
$589,420.00. Sublessee shall pay as Additional Rent Sublessor's reasonable
attorneys' fees in connection with the replacement, substitution or amendment of
any Letter of Credit or Surety Bond described herein.
19. Notices.
19.1 All notices, consents, approvals or other communications
(collectively, a "Notice") required to be given under this Sublease or pursuant
to law shall be in writing and, unless otherwise required by law, shall be given
by registered or certified mail, return receipt requested, postage prepaid,
addressed:
(a) if to Sublessor, at Sublessor's address set forth in this
Sublease or at such other address as Sublessor may designate by Notice to
Sublessee, and with a copy to Xxxxxxxx & X'Xxxx, LLP 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attn.: Xxxx X. Xxxxxxxxx, Esq.
(b) if to Sublessee, from and after the Commencement Date, at
the Premises, Attention: General Counsel and Chief Financial Officer, and, in
the event of any default notice, with a copy to Xxxxxx Xxxxx, Esq., 0 Xxxxxx
Xxxx, Xxxxxxxx, XX 00000.
Either party may designate a new address to which Notices may be sent by Notice
to the other party. Any Notice given pursuant hereto shall be deemed to have
been received on the third day after the mailing thereof if mailed in accordance
with the terms hereof.
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20. Landlord's Consent Required.
20.1 This Sublease shall be of no force or effect unless and until
Sublessor shall have obtained Landlord's consent to this Sublease.
21. Broker.
21.1 Sublessee and Sublessor represent and warrant to each other
that they have not dealt with any broker in connection with this Sublease other
than Xxxxxxx & Wakefield, Inc., Williamson, Pickett, Gross, Inc. and Capital
Real Estate Development (collectively, the "Broker") and that, to its knowledge,
no broker or person other than the Broker had any part or was instrumental in
any way in bringing about this transaction. Sublessee and Sublessor shall
indemnify and hold each other harmless from and against any and all loss,
claims, liabilities, damages and expenses, including, without limitation,
attorneys' fees and expenses and court costs, arising out of or in connection
with any breach or alleged breach of the above representations or any claim by
any person or entity other than Broker for brokerage commissions or other
compensation in connection with the consummation of this Sublease. The
provisions of this Article shall survive the expiration or sooner termination of
this Sublease. Sublessor shall pay the Broker any brokerage commission due the
Broker pursuant to a separate agreement in connection with this Sublease, if
any.
22. Waiver of Rights to Jury and Counterclaim.
22.1 Sublessor and Sublessee each hereby waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties against the
other on any matters whatsoever arising out of or in any way connected with this
Sublease, the relationship of Sublessor and Sublessee, Sublessee's use or
occupancy of the Premises, and/or any claim of injury or damage, or for the
enforcement of any remedy under any statute, emergency or otherwise. Sublessor
and Sublessee further agree that in the event Sublessor commences any summary
proceeding for non-payment of Rent, Sublessee will not interpose any
counterclaim, other than compulsory counterclaims, of whatever nature or
description in any such proceeding.
23. Miscellaneous.
23.1 This Sublease shall be governed by and construed in accordance
with the laws of the State of New York.
23.2 The section headings in this Sublease and the table of contents
are inserted only as a matter of convenience for reference and are not to be
given any effect in construing this Sublease.
23.3 If any of the provisions of this Sublease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Sublease, or the application of such
provision or provisions to persons or circumstances other than those as to whom
or which it is held invalid or unenforceable, shall not be affected thereby, and
every provision of this Sublease shall be valid and enforceable to the fullest
extent permitted by law.
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23.4 All of the terms and provisions of this Sublease shall be
binding upon and inure to the benefit of the parties hereto and, subject to the
provisions of Article 10 hereof, their respective successors and assigns.
23.5 Sublessor has made no representations, warranties or covenants
to or with Sublessee with respect to the subject matter of this Sublease except
as expressly provided herein and all prior negotiations and agreements relating
thereto are merged into this Sublease. This Sublease may not be amended or
terminated, in whole or in part, nor may any of the provisions be waived, except
by a written instrument executed by the party against whom enforcement of such
amendment, termination or waiver is sought and unless the same is permitted
under the terms and provisions of the Master Lease.
23.6 Unless specifically provided herein, all capitalized terms used
in this Sublease which are defined in the Master Lease shall be deemed to have
the respective meanings set forth therein.
23.7 The submission by Sublessor to Sublessee of this Sublease in
draft form shall be deemed submitted solely for Sublessee's consideration and
not for acceptance and execution. Such submission shall have no binding force
and effect, shall not constitute an option for the leasing of the Premises, and
shall not confer any rights or impose any obligation upon either party. The
submission by Sublessor of this Sublease for execution by Sublessee and the
actual execution and delivery by Sublessee to Sublessor shall similarly have no
binding force and effect unless and until Sublessor and Sublessee shall have
executed this Sublease and a counterpart thereof shall have been delivered to
Sublessee. In consideration of Sublessor's administrative expense in
considering this Sublease and the terms of Sublessee's proposed tenancy
hereunder and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Sublessee's submission to Sublessor of this
Sublease, duly executed by Sublessee, shall constitute an irrevocable offer for
the leasing of the Premises, to continue for ten (10) business days from and
after receipt by Sublessor of this Sublease duly executed by Sublessee.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this
Sublease as of the day and year first above written.
ABITIBI CONSOLIDATED AMBI INC.,
SALES CORPORATION, as Sublessee
as Sublessor
By: /s/ X. X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxxx
Name: X. X. Xxxxxxxx Name: Xxxxxx Xxxxxxx
Title: President Title: Vice President
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