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EXHIBIT 10.56
LANDLORD CONSENT TO SUBLEASE
This Consent is entered into as of the 14th day of February, 2001 by
and among EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
("Landlord"), WESTPOINT XXXXXXX INC., A DELAWARE CORPORATION ("Sublandlord"),
and HTG CORPORATION, A GEORGIA CORPORATION ("Subtenant").
RECITALS:
A. Landlord, as landlord, and Sublandlord, as tenant, are parties to that
certain lease agreement dated July 13, 2000 (the "Lease") pursuant to
which Landlord has leased to Sublandlord certain premises currently
containing approximately 11,899 rentable square feet (the "Premises")
known as Suite Nos. 1600, 1620 and 1680 on the 16th floor of the
building commonly known as Prominence in Buckhead located at 0000
Xxxxxxxx Xxxx, XX, Xxxxxxx, Xxxxxxx (the "Building").
B. Sublandlord and Subtenant have entered into that certain sublease
agreement dated August 15, 2000, attached hereto as EXHIBIT A (the
"Sublease Agreement") pursuant to which Sublandlord has agreed to
sublease to Subtenant certain premises described as follows: 1,040
rentable square feet on the 16th floor of the Building, (the "Sublet
Premises") constituting a part of the Premises.
C. Sublandlord and Subtenant have requested Landlord's consent to the
Sublease Agreement.
D. Landlord has agreed to give such consent upon the terms and conditions
contained in this Consent.
NOW THEREFORE, in consideration of the foregoing preambles which by
this reference are incorporated herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord hereby consents to the Sublease Agreement subject to the following
terms and conditions, all of which are hereby acknowledged and agreed to by
Sublandlord and Subtenant:
1. Sublease Agreement and Lease. Sublandlord and Subtenant hereby
represent that a true and complete copy of the Sublease Agreement is
attached hereto and made a part hereof as EXHIBIT A. Notwithstanding
anything to the contrary contained in the Sublease Agreement to the
contrary, all parties agree that the "Lease", as defined in the
Sublease Agreement, shall be deemed to mean the Lease, as described in
Recital A above.
2. Representations. Sublandlord hereby represents and warrants that
Sublandlord (i) has full power and authority to sublease the Sublet
Premises to Subtenant, (ii) has not transferred or conveyed its
interest in the Lease to any person or entity collaterally or
otherwise, and (iii) has full power and authority to enter into the
Sublease Agreement and this Consent. Subtenant hereby represents and
warrants that Subtenant has full power and authority to enter into the
Sublease Agreement and this Consent.
3. Indemnity and Insurance. Subtenant hereby assumes, with respect to
Landlord, all of the indemnity and insurance obligations of the
Sublandlord under the Lease with respect to the Sublet Premises,
provided that the foregoing shall not be construed as relieving or
releasing Sublandlord from any such obligations.
4. No Release. Nothing contained in the Sublease Agreement or this Consent
shall be construed as relieving or releasing Sublandlord from any of
its obligations under the Lease, it being expressly understood and
agreed that Sublandlord shall remain liable for such obligations
notwithstanding anything contained in the Sublease Agreement or this
Consent or any subsequent assignment(s), sublease(s) or transfer(s) of
the interest of the tenant under the Lease. Sublandlord shall be
responsible for the collection of all rent due it from Subtenant, and
for the performance of all the other terms and conditions of the
Sublease Agreement, it being understood that Landlord is not a party to
the Sublease Agreement and, notwithstanding anything to the contrary
contained in the Sublease Agreement, is not bound by any terms or
provisions contained in the Sublease Agreement and is not obligated to
Sublandlord or Subtenant for any of the duties and obligations
contained therein.
5. Administrative Fee. Upon Sublandlord's execution and delivery of this
Consent, Sublandlord shall pay to Landlord the sum of $750.00 in
consideration for Landlord's review of the Sublease Agreement and the
preparation and delivery of this Consent.
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6. No Transfer. Subtenant shall not further sublease the Sublet Premises,
assign its interest as the Subtenant under the Sublease Agreement or
otherwise transfer its interest in the Sublet Premises or the Sublease
Agreement to any person or entity without the written consent of
Landlord, which Landlord may withhold in its sole discretion.
7. Lease. In no event shall the Sublease Agreement or this Consent be
construed as granting or conferring upon the Sublandlord or the
Subtenant any greater rights than those contained in the Lease nor
shall there be any diminution of the rights and privileges of the
Landlord under the Lease. Without limiting the scope of the preceding
sentence, any construction or alterations performed in or to the Sublet
Premises shall be performed with Landlord's prior written approval and
in accordance with the terms and conditions of the Lease.
8. Services. Sublandlord hereby authorizes Subtenant, as agent for
Sublandlord, to obtain services and materials for or related to the
Sublet Premises, and Sublandlord agrees to pay for such services and
materials as additional Rent under the Lease upon written demand from
Landlord. However, as a convenience to Sublandlord, Landlord may xxxx
Subtenant directly for such services and materials, or any portion
thereof, in which event Subtenant shall pay for the services and
materials so billed upon written demand, provided that such billing
shall not relieve Sublandlord from its primary obligation to pay for
such services and materials.
9. Attornment. If the Lease or Sublandlord's right to possession
thereunder terminates for any reason prior to expiration of the
Sublease Agreement, Subtenant agrees, at the election of Landlord, to
attorn to Landlord upon the then executory terms and conditions of the
Sublease Agreement for the remainder of the term of the Sublease
Agreement. If Landlord does not so elect, the Sublease Agreement and
all rights of Subtenant in the Sublet Premises shall terminate upon the
date of termination of the Lease or Sublandlord's right to possession
thereunder.
10. Sublandlord Notice Address. If Sublandlord is subleasing the entire
Premises or otherwise vacating the Premises, Sublandlord shall provide
Landlord with a new address for notices to Sublandlord under the Lease.
If Sublandlord fails to provide Landlord with written notice of such
new address, then Landlord may continue to send notices to Sublandlord
at the address(es) provided in, and in accordance with the terms of,
the Lease.
11. Payments Due Under the Sublease. As described in Sectio XIII.C. of the
Lease, if at any time Sublandlord is in default under the terms of the
Lease, Landlord shall have the right to contact Subtenant and require
Subtenant to pay all sums due under the Sublease Agreement directly to
Landlord until such time as Sublandlord has cured such default.
Subtenant agrees to pay such sums directly to Landlord if requested by
Landlord, and Sublandlord agrees that any such sums paid by Subtenant
shall be deemed applied against any sums owed by Subtenant under the
Sublease Agreement. Any such sums received by Landlord from Subtenant
shall be received by Landlord on behalf of Sublandlord and shall be
applied by Landlord to any sums past due under the Lease, in such order
of priority as required under the Lease or, if the Lease is silent in
such regard, then in such order of priority as Landlord deems
appropriate.
12. Lease Modifications. It is hereby acknowledged and agreed that the
provisions in Section 9(iii) of the Sublease or any other provisions
therein which limit the manner in which Sublandlord may amend the Lease
are binding only upon Sublandlord and Subtenant as between such
parties. Landlord shall not be bound in any manner by such provisions
and may rely upon Sublandlord's execution of any agreements amending
the Lease subsequent to the date hereof notwithstanding the aforesaid
terms and provisions of the Sublease, including Section 9(iii) of the
Sublease.
13. Representation of Landlord. Effective as of January 15, 2001, Landlord
hereby represents to Subtenant, that, to the knowledge of Landlord,
Sublandlord is not in default under the terms of the Lease and has paid
all sums due under the Sublease through January 15, 2001.
14. Counterparts. This Consent may be executed in counterparts and shall
constitute an agreement binding on all parties notwithstanding that all
parties are not signatories to the original or the same counterpart
provided that all parties are furnished a copy or copies thereof
reflecting the signature of all parties.
IN WITNESS WHEREOF, Landlord, Sublandlord and Subtenant have executed
this Consent as of the date set forth above.
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LANDLORD:
EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY
By: EOP Operating Limited Partnership, a Delaware
limited partnership, its sole member
By: Equity Office Properties Trust, a
Maryland real estate investment
trust, its general partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
Altanta Region
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SUBLANDLORD:
WESTPOINT XXXXXXX INC., A DELAWARE CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Senior Vice President and Treasurer
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SUBTENANT:
HTG CORPORATION, A GEORGIA CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxxx X. Xxxxx, Xx.
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Title: President
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EXHIBIT A
SUBLEASE AGREEMENT
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