{"id":41792,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1500-broadway-new-york-ny-sublease-agreement-times-square.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1500-broadway-new-york-ny-sublease-agreement-times-square","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1500-broadway-new-york-ny-sublease-agreement-times-square.html","title":{"rendered":"1500 Broadway (New York, NY) Sublease Agreement &#8211; Times Square Studios Ltd., Applied Theory Corp. and Zapco 1500 Investment LP"},"content":{"rendered":"<pre>                              SUBLEASE AGREEMENT\n\n\n\nTHIS SUBLEASE AGREEMENT (this \"SUBLEASE\") is entered into as of July 20, 1999,\nby and between TIMES SQUARE STUDIOS LTD, a New York corporation (\"SUBLANDLORD\"),\nand APPLIED THEORY CORPORATION, a Delaware corporation (\"SUBTENANT\"), with\nreference to the following facts:\n\nA.       Zapco 1500 Investment, L.P., a Delaware limited partnership (\"MASTER\n         LANDLORD\"), as landlord, and Disney Enterprises, Inc. (\"DISNEY\n         ENTERPRISES\"), as tenant, entered into that certain Amended and\n         Restated Lease dated as of November 11, 1997 which, together with all\n         exhibits, schedules and other attachments thereto are referred to\n         herein as the \"MASTER LEASE\".\n\nB.       Pursuant to that certain Assignment and Assumption Agreement dated as\n         of June 11, 1998, between Disney Enterprises and Sublandlord, Disney\n         Enterprises assigned its interest as tenant under the Master Lease to\n         Sublandlord.\n\nC.       Under the Master Lease, as assigned, Sublandlord currently leases\n         certain space from Master Landlord consisting of approximately 76,897\n         rentable square feet in the Building, which is commonly known as 1500\n         Broadway, New York, New York 10036 (the \"MASTER PREMISES\"). A full and\n         complete copy of the Master Lease (with certain economic terms\n         redacted) is attached hereto as EXHIBIT A.\n\nD.       Sublandlord wishes to sublease to Subtenant, and Subtenant wishes to\n         hire from Sublandlord, a portion of the Master Premises consisting of\n         approximately 22,193 rentable square feet (17,311 usable square feet)\n         on the third floor of the Building (collectively, the \"PREMISES\"). The\n         Premises are depicted on EXHIBIT B attached hereto.\n\nNOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which\nare hereby acknowledged, Sublandlord and Subtenant agree as follows:\n\n1.       GRANT; SUBLEASE SUBJECT TO MASTER LEASE.\n\n         (a) Sublandlord hereby subleases the Premises to Subtenant, and\nSubtenant hereby hires the Premises from Sublandlord, according to the terms and\nconditions of this Sublease. Where not expressly inconsistent with the terms\nhereof and except as otherwise stated herein to the contrary, this Sublease is\nsubject and subordinate to all of the terms and conditions of the Master Lease.\nAll of the terms and conditions of the Master Lease, except as otherwise set\nforth herein, are hereby incorporated into this Sublease and shall be binding\nupon Subtenant and Sublandlord to the same extent as if Subtenant were named as\nTenant and Sublandlord were named as Landlord under the Master Lease; provided,\nhowever, that Sublandlord shall not be liable for any defaults by Master\nLandlord. For purposes of this Sublease, with respect to the incorporation of\nthe terms of the Master Lease herein, all references in the Master Lease to\n\"Premises\" shall be deemed to refer to the Premises herein defined and not to\nany other portion of the\n\nMaster Premises. Terms defined in the Master Lease have the same meaning when\nused herein unless such terms are specifically defined herein. In the event of a\nconflict between the Master Lease and this Sublease, the terms of this Sublease\nshall prevail; provided, however, that if there is a conflict between the Master\nLease and this Sublease with respect to obligations owed to Master Landlord, the\nMaster Lease shall prevail.\n\n         (b) For purposes of incorporation herein, the terms of the Master Lease\nare subject to the following modifications:\n\n                           (i)      With respect to the Tax Payment, Subtenant's\n                                    share (\"SUBTENANT'S SHARE\") shall be\n                                    calculated by dividing (a) the actual number\n                                    of rentable square feet of floor space\n                                    within the Premises, measured to the\n                                    exterior faces of exterior walls (which is\n                                    currently 22,193 rentable square feet) by\n                                    (b) the actual number of rentable square\n                                    feet in the Building, which is currently\n                                    501,429 rentable square feet. For purposes\n                                    of this Sublease, the \"BASE TAXES\" shall\n                                    mean Taxes for the Tax Year commencing on\n                                    July 1, 1998 and ending on June 30, 1999.\n                                    All references to Tenant's Share in the\n                                    Master Lease shall be deemed to refer to\n                                    Subtenant's Share for purposes of this\n                                    Sublease.\n\n                           (ii)     With respect to Article 27 of the Master\n                                    Lease, Subtenant shall have no obligation to\n                                    pay for increases in or escalations of the\n                                    Operating Payment, or otherwise contribute\n                                    toward the payment of Operating Expenses\n                                    payable by Sublandlord under the Master\n                                    Lease, whether or not attributable to the\n                                    Premises, it being hereby stipulated and\n                                    agreed that Subtenant's Share of Operating\n                                    Expenses (including all escalations and\n                                    increases) is included in the Fixed Rent\n                                    reserved hereunder.\n\n                           (iii)    Subject to compliance with all Requirements,\n                                    the Premises shall be used and occupied by\n                                    Subtenant solely as general office space and\n                                    for no other purpose. All other provisions\n                                    of the Master Lease referencing permitted\n                                    uses of the Premises are specifically\n                                    excluded from this Sublease.\n\n                           (iv)     With respect to Section 9.2 of the Master\n                                    Lease, Subtenant shall have no right to\n                                    self-insure.\n\n                           (v)      With respect to Section 13 of the Master\n                                    Lease, Subtenant shall have no right to\n                                    elect direct metering.\n\n                           (vi)     With respect to Article 27 of the Master\n                                    Lease, Subtenant shall have no right to\n                                    cause Sublandlord or Landlord to initiate\n                                    tax reduction proceedings.\n\n                           (vii)    In all provisions of the Master Lease\n                                    requiring the approval or consent of Master\n                                    Landlord, Subtenant shall be required to\n                                    obtain\n\n                                       2\n\n                                    the approval or consent of both Sublandlord\n                                    and Master Landlord, which consent by Master\n                                    Landlord and Sublandlord (as if Sublandlord\n                                    were Master Landlord) shall be subject to\n                                    the qualifications contained in the Master\n                                    Lease unless otherwise provided herein;\n\n                           (viii)   The term \"Indemnitees\" shall mean\n                                    Sublandlord, Landlord, Agent and their\n                                    respective direct and indirect partners,\n                                    shareholders, officers, directors, employees\n                                    and contractors.\n\n                           (ix)     In all provisions of the Master Lease\n                                    requiring Sublandlord to submit, exhibit to,\n                                    supply or provide Master Landlord with\n                                    evidence, certificates, or any other matter\n                                    or thing related to the Premises, Subtenant\n                                    shall be required to submit, exhibit to,\n                                    supply or provide, as the case may be, the\n                                    same to Sublandlord. In any such instance,\n                                    Sublandlord shall determine if such\n                                    evidence, certificate or other matter or\n                                    thing shall be satisfactory in accordance\n                                    with the standards set forth in the Master\n                                    Lease; and\n\n                           (x)      Sublandlord shall have no obligation to\n                                    Subtenant to restore or rebuild any portion\n                                    of the Premises after any destruction and\/or\n                                    taking by eminent domain but Sublandlord's\n                                    obligations to Master Landlord shall remain\n                                    as stated in the Master Lease.\n\n         (c) In addition to any provisions specifically excluded above, the\nfollowing provisions of the Master Lease are specifically excluded from this\nSublease (provided, however, that if terms are defined in any of such provisions\nof the Master Lease, such definitions will not be excluded from this Sublease):\nthe definition of \"Tenant's Share,\" Sections 1.1, 1.2, 1.3, 1.4, 2.1(C), (D) and\n(F), 2.4, 3.2, the 3rd sentence of Section 3.3(B), Sections 3.3(H), 3.6(B) and\n3.8, the 2nd sentence of Section 10.3, Sections 12.4(B), 13.3(A)-(D), 16.1(B),\n18.2, 27.1(C), 27.3 28.2, 31.1(B)(ii), 31.2(B) and 31.6; and Articles 26, 34,\n39, 43, 46, 48, 49 and 50. Further, all provisions in the Master Lease regarding\nor relating to either the \"Ex-Landlord's Work\" and\/or \"Asbestos Removal Work\"\nare specifically excluded from this Sublease (including, without limitation,\nExhibit 3 of the Master Lease), and Subtenant shall have no liability or\nobligation with respect thereto.\n\n2. TERM; OPTION TO TERMINATE. The term of this Sublease (the \"SUBLEASE TERM\")\nshall commence on the date this Sublease is executed by both parties (the\n\"SUBLEASE COMMENCEMENT DATE\") and shall continue through the day before the 10th\nanniversary of the Sublease Rent Commencement Date (as defined below). This\nSublease may be terminated prior to the expiration of the Sublease Term on the\nfollowing terms and conditions:\n\n         (a) SUBLANDLORD'S TERMINATION OPTION. Sublandlord shall have a one-time\nright to terminate this Sublease, which termination shall be effective as of the\nday before the fifth (5th) anniversary of the Sublease Rent Commencement Date\n(the \"EARLY\n\n                                       3\n\nTERMINATION DATE\") to allow Sublandlord or a Related Entity of Sublandlord to\nuse the Premises; provided that Sublandlord delivers written notice of its\nintent to terminate this Sublease to Subtenant at least seven (7) months prior\nto the Early Termination Date.\n\n         (b) SUBTENANT'S TERMINATION OPTION. Subtenant shall have a one-time\nright to terminate this Sublease, which termination shall be effective as of the\nEarly Termination Date; provided that Subtenant delivers written notice of its\nintent to terminate this Sublease (\"SUBTENANT'S TERMINATION NOTICE\") to\nSublandlord at least six (6) months prior to the Early Termination Date and\nprovided, further, that Subtenant delivers to Sublandlord, together with\nSubtenant's Termination Notice, the sum of all the following: (a) the\nunamortized portion of the Tenant Improvement Allowance, the Brokerage\nCommission and the Free Rent (all of which terms are defined below), which\namounts shall be amortized over the full Sublease Term at an annual interest\nrate of nine percent (9%), and (b) the amount that is equal to five (5) months\nof Fixed Rent (collectively, the \"TERMINATION FEE\"). The Termination Fee is\nequal to Eight Hundred Ninety Thousand Eight Hundred Seventy-six Dollars and\nThirty-Three Cents ($890,876.33).\n\n         (c) SUBTENANT DEFAULT. If this Sublease is terminated prior to the end\nof the Sublease Term because of an Event of Default by Subtenant, then in\naddition to any other amounts due Sublandlord, Subtenant shall pay to\nSublandlord the sum of the unamortized portions of the Tenant Improvement\nAllowance, the Brokerage Commission and the Free Rent, which amount shall be\namortized over the full Sublease Term at an annual interest rate of nine percent\n(9%).\n\n         (d) NO OBLIGATION TO OPERATE. Anything contained in the Master Lease or\nthis Sublease to the contrary notwithstanding, it is expressly acknowledged that\nthis Sublease contains no implied or express covenant for Subtenant to conduct\nbusiness in the Premises, continuously or otherwise, or (when conducting\nbusiness in the Premises) to operate during any particular hours or, subject to\nthe terms of this Sublease and the Master Lease, to conduct its business in any\nparticular manner; provided, however, that Subtenant shall be obliged to\nilluminate the Premises during Business Hours pursuant to Subsection 31.1(B)(i)\nof the Master Lease, and provided further, that Subtenant shall comply with all\nof its obligations under this Sublease, including, without limitation, the\nobligation to pay Rent hereunder, to maintain and secure the Premises, and to\ninsure the Premises.\n\n3. RENT. Subtenant shall pay Rent (defined in Section 3(b) below) to Sublandlord\nwithout prior demand, deduction or set-off, other than as provided in this\nSublease. Subtenant shall pay Rent to Sublandlord or, upon written notice from\nSublandlord, to Sublandlord's designee, during the Sublease Term by check to\nSublandlord's primary notice address (set out in Section 13 below) or to such\nother place as Sublandlord may from time to time designate in writing to\nSubtenant.\n\n         (a) FIXED RENT. Subtenant shall pay to Sublandlord, without prior\ndemand, the following annual \"FIXED RENT\" during the Sublease Term, in equal\nmonthly installments, on the first day of each calendar month during the\nSublease Term,\n\n                                       4\n\ncommencing on the date that is one hundred twenty (120) days following the\nSublease Commencement Date (the \"SUBLEASE RENT COMMENCEMENT DATE\"). The period\nbetween the Sublease Commencement Date and the Sublease Rent Commencement Date\nshall be a free rent period and the value attributed to such free rent period is\nOne Hundred Eighty Thousand Dollars ($180,000.00) (the \"FREE RENT\"). Annual\nFixed Rent shall be:\n\n                           (i)      Five Hundred Forty Thousand Dollars\n                                    ($540,000.00) or Sublease Year (defined\n                                    below) 1;\n\n                           (ii)     Five Hundred Forty-Nine Thousand Four\n                                    Hundred Fifty Dollars ($549,450.00) for\n                                    Sublease Year 2.\n\n                           (iii)    Five Hundred Fifty-Nine Thousand Sixty-Five\n                                    Dollars and Thirty-Seven Cents ($559,065.37)\n                                    for Sublease Year 3;\n\n                           (iv)     Five Hundred Sixty-Eight Thousand Eight\n                                    Hundred Forty-Nine Dollars and Two Cents\n                                    ($568,849.02) for Sublease Year 4;\n\n                           (v)      Five Hundred Seventy-Eight Thousand Eight\n                                    Hundred Three Dollars and Eighty-Eight Cents\n                                    ($578,803.88) for Sublease Year 5;\n\n                           (vi)     Six Hundred Sixty Thousand Dollars\n                                    ($660,000.00) for Sublease Year 6;\n\n                           (vii)    Six Hundred Seventy-One Thousand Five\n                                    Hundred Fifty Dollars ($671,550.00) for\n                                    Sublease Year 7;\n\n                           (viii)   Six Hundred Eighty-Three Thousand Three\n                                    Hundred Two Dollars and Twelve Cents\n                                    ($683,302.12) for Sublease Year 8;\n\n                           (ix)     Six Hundred Ninety-Five Thousand Two Hundred\n                                    Fifty-Nine Dollars and Ninety-One Cents\n                                    ($695,259.91) for Sublease Year 9; and\n\n                           (x)      Seven Hundred Seven Thousand Four Hundred\n                                    Twenty-Six Dollars and Ninety-Six Cents\n                                    ($707,426.96 for Sublease Year 10.\n\nFor purposes of calculating Rent under this Sublease, each \"SUBLEASE YEAR\" shall\nbe a period of one year (or, for the Sublease Year in which this Sublease\nexpires or is terminated, a portion of one year), the first of which periods\nshall begin on the first day of the month in which the Sublease Rent\nCommencement Date occurs.\n\n         (b) ADDITIONAL RENT. All monetary obligations of Subtenant under this\nSublease that are in addition to Fixed Rent, including but not limited to any\ntaxes, fees, charges, insurance obligations, costs, expenses, obligations,\nassessments, payments, disbursements, reimbursements and other amounts\nwhatsoever payable by, attributable to or the responsibility of Subtenant, are\nintended as and shall be deemed \"ADDITIONAL\n\n                                       5\n\nRENT.\" Fixed Rent and Additional Rent are sometimes collectively referred to\nherein as \"RENT.\"\n\n         (c) INTEREST. Any amount due from Subtenant which is not paid within\nfive (5) days of when due shall bear interest for the benefit of Sublandlord at\nthe lower of (i) the maximum rate per annum permitted under applicable law, or\n(ii) three percent (3%) per annum plus the Base Rate (such lower rate referred\nto herein as the \"SUBLEASE RATE\"); provided, however, that no such interest\nshall be due from Subtenant for the first payment of Fixed Rent in each calendar\nyear which Subtenant pays after the due date therefor, but within five (5) days\nof receipt of notice from Sublandlord that the same is past due. Interest shall\naccrue from the date such payment is due until paid, but the payment of such\ninterest shall not excuse or cure any uncured default by Subtenant under this\nSublease. Such rate shall remain in effect after the occurrence of any breach or\ndefault hereunder by Subtenant to and until payment of the entire amount due.\n\n         (d) LATE FEES. In the event Subtenant is more than five (5) days late\nin paying any of its obligations under this Sublease, Subtenant shall pay\nSublandlord a late charge equal to three percent (3%) of the delinquent amount;\nprovided, however, that no late fee shall be due from Subtenant for the first\npayment of Fixed Rent in each calendar year which Subtenant pays after the due\ndate therefor, but within five (5) days of receipt of notice from Sublandlord\nthat the same is past due. The parties agree that it would be impractical or\nextremely difficult to fix Sublandlord's actual damages due to a late payment by\nSubtenant and that the amount of such late charge represents a reasonable\nestimate of the cost and expense that would be incurred by Sublandlord in\nprocessing each delinquent payment by Subtenant and that such late charge shall\nbe paid to Sublandlord in processing each delinquent payment by Subtenant and\nthat such late charge shall be paid to Sublandlord as liquidated damages for\neach delinquent payment. The parties further agree that the payment of late\ncharges and the payment of interest provided for in Section 3(c) above are\ndistinct and separate from one another in that the payment of interest is to\ncompensate Sublandlord for the use of Sublandlord's money by Subtenant, while\nthe payment of a late charge is to compensate Sublandlord for the additional\nadministrative expense incurred by Sublandlord in handling and processing\ndelinquent payments. The payment of any late charge by Subtenant and the\nacceptance thereof by Sublandlord shall not be deemed a waiver by Sublandlord of\nits rights regarding any default by Subtenant under this Sublease.\n\n4.       SECURITY DEPOSIT.\n\n         (a) SECURITY DEPOSIT. Concurrently with the execution of this Sublease,\nSubtenant shall deposit with Sublandlord the sum of Six Hundred Fifty Thousand\nDollars ($650,000) (the \"SECURITY DEPOSIT\"), which shall be held by Sublandlord\nas security for the full and faithful performance by Subtenant of its covenants\nand obligations under this Sublease. The Security Deposit is not an advance Rent\ndeposit, an advance payment of any other kind, nor a measure of Sublandlord's\ndamage in case of Subtenant's default. If Subtenant defaults in the full and\ntimely performance of any or all of Subtenant's covenants and obligations set\nforth in this Sublease, and each default shall continue beyond any applicable\nperiod of notice or cure, then Sublandlord may, from time to time,\n\n                                       6\n\nupon written notice to Subtenant, but without waiving any other remedy available\nto Sublandlord, use the Security Deposit, or any portion thereof, to the extent\nnecessary, in Sublandlord's judgment, to cure or remedy the default or to pay\nSublandlord for all or a part of the damages sustained by Sublandlord resulting\nfrom Subtenant's default. Subtenant shall deposit with Sublandlord within ten\n(10) days following Sublandlord's written demand, the amount so applied in order\nto restore the Security Deposit to its required amount, and Subtenant's failure\nto immediately do so shall constitute a default under this Sublease. Upon\nwritten request by Subtenant, Sublandlord agrees to provide copies of invoices,\nreceipts or other documentation supporting the amount applied by Sublandlord to\nsuch default, but delivery of such documentation may be used by Subtenant only\nto verify the amount of the Security Deposit applied by Sublandlord, and\nSubtenant shall not be entitled to dispute Sublandlord's judgment. Subtenant may\nnot assign or encumber the Security Deposit, and any attempt to do so shall be\nvoid and shall not be binding on Sublandlord. If Subtenant is not in default\nwith respect to any of the covenants and obligations set forth in this Sublease\nat the expiration or earlier termination of the Sublease, Sublandlord shall\ncause the Security Deposit to be returned to Subtenant after the expiration or\nearlier termination of this Sublease. If Subtenant is in default with respect to\nany of the covenants and obligations set forth in this Sublease at the\nexpiration or earlier termination of this Sublease, Subtenant shall be required\nto cure such default before Sublandlord is required to cause the Security\nDeposit to be returned to Subtenant; provided, however, if the cure of such\ndefault requires that Subtenant have access to the Premises and Subtenant no\nlonger has access to the Premises, or if the default is otherwise incapable of\nbeing cured by Subtenant, Sublandlord may deduct an amount necessary, in\nSublandlord's judgment, to cure or remedy the default to pay Sublandlord for the\ndamages sustained by Sublandlord resulting from Subtenant's default.\nSublandlord's obligations with respect to the Security Deposit are those of a\ndebtor and not a trustee. Sublandlord shall not be required to maintain the\nSecurity Deposit separate and apart from its general or other funds and may\ncommingle the Security Deposit with any of its general or other funds. Subtenant\nshall not at any time be entitled to interest on the Security Deposit.\n\n         (b) LETTER OF CREDIT. In lieu of delivering the Security Deposit to\nSublandlord, Subtenant may, at Subtenant's sole option, concurrently with the\nexecution of this Sublease, deliver to Sublandlord an unconditional, irrevocable\nletter of credit (the \"LETTER OF CREDIT\") in the amount of the Security Deposit\nas security for the full and faithful performance by Subtenant of its covenants\nand obligations under this Sublease. The Letter of Credit shall be in form and\nsubstance reasonably satisfactory to Sublandlord, and shall be issued by a bank\nreasonably acceptable to Sublandlord. Sublandlord shall cause the Letter of\nCredit to include the requirements set forth on Exhibit C attached hereto (the\n\"L\/C CONDITIONS\"). The Letter of Credit shall not contain any conditions\nprecedent to Sublandlord's ability to draw on the Letter of Credit other than\nthe L\/C Conditions. Subtenant shall pay all costs, expenses, points and fees\nincurred in connection with obtaining the Letter of Credit. Subtenant shall\ncause the Letter of Credit to be in effect during the Sublease Term and for\nsixty (60) days after the expiration or earlier termination of the Sublease\nTerm. Subtenant may, from time to time, replace any existing Letter of Credit\nwith a new Letter of Credit if the new Letter of Credit: (i) becomes effective\nat least thirty (30) days before the expiration of the Letter of Credit it\n\n                                       7\n\nreplaces; (ii) is in the required amount; (iii) is issued by a bank reasonably\nacceptable to Sublandlord; and (iv) otherwise complies with the requirements of\nthis Section 4(b). The Letter of Credit is not an advance Rent deposit, an\nadvance payment of any other kind, nor a measure of Sublandlord's damage in case\nof Subtenant's default. If Subtenant defaults in the full and timely performance\nof any or all of Subtenant's covenants and obligations set forth in this\nSublease, then Sublandlord may, from time to time, without waiving any other\nremedy available to Sublandlord, draw on the Letter of Credit, or any portion\nthereof, to the extent necessary to cure or remedy the default or to pay\nSublandlord for all or a part of the damages sustained by Sublandlord resulting\nfrom Subtenant's default; provided, however, that Sublandlord shall comply with\nthe L\/C Conditions if such conditions are included in the Letter of Credit. Any\namount of the Letter of Credit that is drawn on by Sublandlord but not applied\nshall be held by Sublandlord as a security deposit (the \"L\/C SECURITY DEPOSIT\")\nwhich may be applied by Sublandlord for the purposes described in Section 4(a)\nabove, unless Subtenant delivers a replacement Letter of Credit in the full face\namount required hereunder, in which event Sublandlord shall refund the amount of\nany L\/C Security Deposit within ten (10) Business Days of Sublandlord's receipt\nof the replacement Letter of Credit. If Sublandlord has drawn on the Letter of\nCredit in accordance with the provisions of this Section and the L\/C Conditions,\nand has applied the sums in accordance with this Section 4(b), Subtenant shall\nreplace the Letter of Credit, within ten (10) days following Sublandlord's\nwritten demand therefor, with a Letter of Credit in the required amount, and\nSubtenant's failure to immediately do so shall constitute a default under this\nSublease. If Subtenant fails to renew or replace the existing Letter of Credit\nat least thirty (30) days prior to its expiration, Sublandlord may, without\nprejudice to any other remedy it may have, draw on all of the Letter of Credit.\nNotwithstanding the drawing of the Letter of Credit pursuant to the foregoing\nsentence, Sublandlord shall remit all sums so drawn to Subtenant within ten (10)\nBusiness Days of Sublandlord's receipt of replacement Letter of Credit in the\nfull face amount required hereunder and payment of all costs and expenses\nincurred by Sublandlord with respect to the same. If Subtenant shall fail to\nreplace the Letter of Credit after its expiration, the sums drawn by Sublandlord\nshall be held by Sublandlord as an L\/C Security Deposit and shall be applied by\nSublandlord for the purposes described in Section 4(a) above, in accordance with\nthe terms and conditions of such Section. Subtenant may not assign or encumber\nits interest in the Letter of Credit or the L\/C Security Deposit, and any\nattempt to do so shall be void and shall not be binding on Sublandlord. If there\nis a good faith dispute as to whether or not Landlord has the right to draw down\nfunds from the Letter of Credit and Subtenant obtains an arbitration decision\n(in accordance with the terms of Section 41.1 of the Master Lease, as\nincorporated herein) stating that Landlord has inappropriately drawn down all or\nany part of the Letter of Credit, Sublandlord shall reimburse Subtenant for the\nfunds inappropriately drawn down.\n\n         (c) FIRST REDUCTION. The amount of the Security Deposit or the Letter\nof Credit, as applicable, shall be reduced to Five Hundred Twenty-Five Thousand\nDollars ($525,000) at the conclusion of the thirtieth (30th) month following the\nmonth in which the Sublease Rent Commencement Date occurs (the \"FIRST REDUCTION\nDATE\"), and if Subtenant has delivered the Security Deposit, Sublandlord shall\nrefund the difference of One Hundred Twenty-Five Thousand Dollars ($125,000) on\nor before thirty (30) days\n\n                                       8\n\nafter Subtenant's request therefor (which request may not be made earlier than\nthe First Reduction Date), or if Subtenant has delivered the Letter of Credit,\nSubtenant may deliver a replacement Letter of Credit (in accordance with the\nrequirements of Section 4(b) above) in the reduced amount; provided that no\nbreach or default shall exist and be continuing as of the First Reduction Date\nand Sublandlord has had no occasion to use any portion of the Security Deposit\nor draw on the Letter of Credit on or before the First Reduction Date.\n\n         (d) SECOND REDUCTION. The amount of the Security Deposit or the Letter\nof Credit, as applicable, shall be further reduced to Four Hundred Thousand\nDollars ($400,000) at the conclusion of the sixtieth (60th) month following the\nmonth in which the Sublease Rent Commencement Date occurs (the \"SECOND REDUCTION\nDATE\"), and if Subtenant has delivered the Security Deposit, Sublandlord shall\nrefund the difference of One Hundred Twenty-Five Thousand Dollars ($125,000)\nwithin thirty (30) days of Subtenant's request therefor (which request may not\nbe made earlier than thirty (30) days prior to the Second Reduction Date), or if\nSubtenant has delivered the Letter of Credit, Subtenant may deliver a\nreplacement Letter of Credit (in accordance with the requirements of Section\n4(b) above) in the reduced amount; provided that no breach or default shall\nexist and be continuing as of the Second Reduction Date, and Sublandlord has had\nno occasion to use any portion of the Security Deposit or draw on the Letter of\nCredit on or before the Second Reduction Date.\n\n         (e) TRANSFER OF THE PREMISES. If Sublandlord disposes of its interest\nin the Premises, Sublandlord may deliver or credit the Security Deposit, or\ntransfer or assign the Letter of Credit, as applicable, to Sublandlord's\nsuccessors-in-interest in the Premises and thereby be relieved of further\nresponsibility with respect to the Security Deposit or the Letter of Credit, as\napplicable. If Sublandlord does not so deliver or credit the Security Deposit,\nor transfer or assign the Letter of Credit, as the case may be, Sublandlord\nshall return the Security Deposit or transfer the Letter of Credit, as\nappropriate, to Subtenant within fifteen (15) days of the effective date of the\ntransfer of its interest in the Premises.\n\n5.       TAXES, UTILITIES AND OTHER CHARGES.\n\n         (a) TAXES. Subtenant shall pay Subtenant's Share of the Tax Payment, as\nthe same may be increased form time to time pursuant to Article 27 of the Master\nLease, to Sublandlord no later than thirty (30) days after receipt of\nSublandlord's request for payment of Subtenant's Share of Taxes, which request\nshall be accompanied by a breakdown of the determination of Subtenant's Share of\nTaxes and a copy of the tax bill from the taxing authority. Under no\ncircumstances shall the Tax Payment include penalties or interest due to the\nlater payment of the Tax Payment by Sublandlord.\n\n         (b) HVAC. At Sublandlord's cost and expense, Sublandlord shall provide\nbuilding standard heating, ventilation and air conditioning (\"HVAC\") via\nperimeter window heating\/cooling induction units and interior air supply from\nthe base Building Systems, and in accordance with base Building design, to that\nportion of the Premises depicted on EXHIBIT D attached hereto, which area is not\ncurrently served by HVAC (the \"RECAPTURED Space\"). Sublandlord will cause the\ninterior air supply into the Premises to\n\n                                       9\n\nbe at least 8200 CFM (cubic feet per minute). Subtenant acknowledges and agrees\nthat (i) the work to supply perimeter HVAC to the Recaptured Space will be\nperformed concurrently with Subtenant's Work and will not affect the Sublease\nCommencement Date or the Sublease Rent Commencement Date; (ii) the work to\nsupply interior air HVAC to the Recaptured Space will not include any means or\nmethod of distributing HVAC within or through the Recaptured Space or the\nPremises; and (iii) Sublandlord is not performing any work on the system which\nis currently in place to provide HVAC to that portion of the Premises which does\nnot constitute the Recaptured Space.\n\n         (c) ELECTRICITY. The Premises may be directly metered or submetered as\ndetermined by Sublandlord in its sole and absolute discretion. If the Premises\nis directly metered, Subtenant shall be responsible for its actual electrical\nusage. If the Premises is submetered, Subtenant shall pay its share of\nelectrical usage based on the average cost per kilowatt-hour to Sublandlord, as\ndetermined under Section 13.1(B) of the Master Lease, and Subtenant shall pay\nits share to Sublandlord no later than thirty (30) days after receipt of\nSublandlord's request for payment therefor (including supporting documentation\nand calculation of Subtenant's share). The Premise shall have a minimum total\nconnected load of at least six (6) watts of power per useable square foot\nthroughout the Sublease Term.\n\n         (d) OTHER CHARGES. Upon written request by Sublandlord, Subtenant shall\nreimburse Sublandlord within thirty (30) days of written request therefor, which\nrequest shall include reasonable supporting documentation of the amounts set\nforth therein, for any bona fide charges which are billed by Master Landlord to\nSublandlord under the Master Lease (including, without limitation, charges for\nOvertime Periods or After Hours Periods, subject, however, to the provisions of\nthis Section 5(d)), provided that such charges are reasonably and appropriately\nattributable to the Premises or Subtenant's use thereof during the Sublease\nTerm. All such charges are intended to be and shall be deemed Additional Rent.\nWithout limiting the generality of the foregoing, Subtenant shall reimburse\nSublandlord for all amounts attributable to the Premises and paid to Master\nLandlord for services provided to office space to the extent such services are\nreasonably available to and either requested by or made use of by Subtenant, and\nexcluding any services provided during any After Hours Periods and\/or Overtime\nPeriods for which Subtenant did not request services and during which periods\nthe Premises are not being used by Subtenant. Such charges shall specifically\nexclude the following:\n\n                  (i)      the cost of any service(s) which, although available\n                           to Subtenant, are provided at the request of\n                           Sublandlord or other tenant of the Building and which\n                           are not used by Subtenant; and\n\n                  (ii)     payments for Electricity, Taxes and Operating\n                           Expenses, provisions for the payment of which are\n                           expressly provided for elsewhere in this Sublease.\n\nSublandlord agrees that no charges, costs, or expenses billed to Subtenant\npursuant to this Section 5(d) shall be duplicative of any charges, costs or\nexpenses paid or payable by Subtenant pursuant to the provisions of this\nSublease. Subtenant hereby confirms that\n\n                                       10\n\nMaster Landlord has confirmed that the current overtime charge for base Building\nHVAC is $350 per hour, inclusive of the personnel required to operate such\nmachinery.\n\n6. DELIVERY OF POSSESSION. Sublandlord agrees to deliver the Premises in broom\nclean condition to the possession of Subtenant by or after 8:00 am on the day\nfollowing mutual execution of this Sublease. The Premises are leased without any\nrepresentation or warranty by Sublandlord whatsoever (except as may be expressly\nset forth herein), \"AS IS\", \"WHERE IS\" and in their existing condition as of the\ndate hereof, subject to all faults and defects whatsoever. Subtenant further\nacknowledges that Subtenant has verified to Subtenant's satisfaction (among\nother things Subtenant deems relevant), zoning, the size and dimensions of the\nPremises (including, without limitation, the size and location of load-bearing\nwalls, beams and columns), ceiling height, size, access for loading, and\nSubtenant's ability to obtain all permits, licenses or other governmental\napprovals or consents (including, without limitation, a certificate of occupancy\n(or its local equivalent)) as may be required for the design, construction,\nimprovement, occupancy and use of the Premises by the applicable laws, statutes,\nordinances, rules and regulations of the jurisdictions in which the Premises is\nlocated (collectively, the \"PERMITS\"). Subtenant, at its sole cost and expense,\nshall obtain any and all Permits and shall deliver copies of all Permits to\nSublandlord prior to commencing Subtenant's Work (defined below).\n\n7.       SUBTENANT'S WORK; TENANT IMPROVEMENT ALLOWANCE.\n\n         (a) Subtenant shall be responsible, at its sole cost and expense, for\nthe design and construction of all improvements required to construct a\nfirst-class office space in accordance with the requirements of this Sublease\nand all Requirements, pursuant to the provisions of the Master Lease, including,\nwithout limitation, the provisions of Article 3 of the Master lease, as modified\nherein (collectively, \"SUBTENANT'S WORK\"). Notwithstanding anything to the\ncontrary contained herein or in the Master Lease, Subtenant agrees that, it\nshall not at any time place or construct any kitchen, bathroom or other\nfacilities which involve running water (\"WATER FACILITIES\") such that the same\nshall be located in the area of the Premises which is directly above the portion\nof the Master Premises that will be operated as a broadcasting studio (the\n\"RESTRICTED AREA\"). However, Subtenant shall have no obligation to relocate any\nWater Facilities existing as of the Sublease Commencement Date, whether or not\nnow or hereafter located in a Restricted Area, nor any obligation at any time to\nrelocate Water Facilities located in a non-restricted area as of the Sublease\nRent Commencement Date, which later become located within a Restricted Area due\nto the construction, expansion and\/or relocation of the broadcasting studio\nafter the date of the construction of the respective Water Facilities. In\naddition, Subtenant agrees that any ducts, pipes, and\/or conduits installed by\nSubtenant that are placed within the Restricted Area by Subtenant will be sealed\nwatertight. Subtenant shall deliver all items required to be delivered under the\nterms of the Master Lease to Sublandlord at least five (5) Business Days prior\nto the date such items are required to be delivered to master landlord under the\nterms of the Master Lease, and Sublandlord shall have a period of five (5)\nBusiness Days in addition to the time periods provided in the Master Lease to\nconsider any matter to be approved by Master Landlord under the terms of the\nMaster Lease. Sublandlord covenants and agrees that it\n\n                                       11\n\nshall contribute the lesser of (i) Six Hundred Twelve Thousand Two Hundred\nFifty-Five Dollars ($612,255) or (ii) Subtenant's actual out-of-pocket cost to\ncomplete Subtenant's Work (the \"TENANT IMPROVEMENT ALLOWANCE\"), to be paid upon\nthe completion of Subtenant's Work within thirty (30) days of the date that\nSubtenant delivers bona-fide receipts and underlying support documentation\nreasonably acceptable to Sublandlord in connection with the construction of\nSubtenant's Work.\n\n         (b) In connection with any construction-related meetings Sublandlord or\nits representatives may have with Master Landlord or its representatives,\nSubtenant agrees to reasonably cooperate in providing such information, plans or\ndocumentation as Sublandlord may request.\n\n         (c) Subtenant acknowledges that Sublandlord intends to begin\nbroadcasting from the Master Premises on or about September 1, 1999, and that\nany construction during broadcasting would be highly disruptive and damaging to\nSublandlord. Subtenant therefore agrees to use commercially reasonable efforts\nto substantially complete construction of the Alterations at the Premises and\nfurnishing of the Premises on or before September 1, 1999. Subtenant agrees that\nunder no circumstances shall Subtenant conduct any construction activities after\nAugust 30, 1999 without first submitting a written daily construction schedule\nto Sublandlord and receiving Sublandlord's written consent to such construction\nschedule. Subtenant further agrees to strictly abide by such approved\nconstruction schedules. The parties agree that time is of the essence with\nrespect to this Section 7(c).\n\n8. INSURANCE. Throughout the Sublease Term, Subtenant agrees to obtain and\nmaintain insurance meeting the requirements of Article 9 of the Master Lease, as\nmodified by this Sublease. Subtenant shall name both Master Landlord and\nSublandlord as additional insureds under the insurance policies. Subtenant shall\nprovide certificates evidencing the required insurance to Sublandlord and Master\nLandlord prior to and as a condition of occupancy of the Premises. Sublandlord'\ns insurance obligations shall be those of Tenant under the Master Lease.\n\n9. ACCESS; BUILDING SECURITY. Subtenant shall be entitled to have access to the\nPremises 24 hours a day\/7 days a week without notice to Sublandlord of Master\nLandlord and without the presence of a Master Landlord or Sublandlord\nrepresentative. Subtenant agrees to comply with all reasonable security\nregulations of Sublandlord and Master Landlord of which Subtenant has been\nprovided written notice. Subtenant acknowledges and agrees that, except as\nspecifically provided in the Master Lease (as incorporated herein), Sublandlord\nshall have no obligation to provide security or security services to Subtenant.\n\n10. UTILITIES AND SERVICES. Sublandlord agrees to arrange with Master Landlord\nfor electricity, water, and other services necessary for the operation of\nSubtenant's business from the Premises (\"NECESSARY SERVICES\") to be provided to\nSubtenant on the terms set forth in the Master Lease. Except as specifically\nprovided in Section 5(b) and 5(c) above, Sublandlord makes no representation\nabout the availability or adequacy of such services, and Sublandlord shall not\nbe responsible for Master\n\n                                       12\n\nLandlord's failure to provide the same. Anything contained in the foregoing to\nthe contrary notwithstanding, Sublandlord hereby covenants and warrants that if\nthe Necessary Services are not available to the Premises at any time during the\nterm of this Sublease, and provided that there shall be no Event of Default\nhereunder, Sublandlord shall use commercially reasonable efforts (which shall\nnot be deemed to require litigation) in seeking to obtain the same from the\nMaster Landlord to the extent that Master Landlord is obligated to provide such\nservices to Sublandlord under the Master Lease.\n\n11.      THE MASTER LEASE.\n\n         (a) Subtenant covenants and agrees that all obligations of \"Tenant\"\nunder the terms of the Master Lease (as herein incorporated) shall be done or\nperformed by Subtenant with respect to the Premises, except as otherwise\nprovided by this Sublease, and Subtenant's obligations shall run to Sublandlord\nor Master Landlord as Sublandlord may reasonably determine to be appropriate or\nrequired by the respective interests of Sublandlord and Master Landlord. In any\ncase where Subtenant has rights under the Master Lease which would ordinarily\nrun to \"Tenant\" under the Master Lease and which require the consent of Master\nLandlord, Subtenant agrees to direct any request regarding that right to\nSublandlord, who will then communicate directly to Master Landlord regarding the\nrequest. Sublandlord agrees to forward any such request to Master Landlord\nimmediately upon Sublandlord's receipt thereof, but in any case within three (3)\nBusiness Days of Sublandlord's receipt of any such request. Sublandlord agrees\nto promptly communicate any response from Master Landlord to Subtenant in\nwriting no more than three (3) Business Days after receipt; provided, however,\nthat in no event shall the foregoing be deemed to extend the time period within\nwhich Sublandlord is required to respond to Subtenant's request hereunder.\nSubtenant agrees to indemnify Sublandlord and hold it harmless from and against\nany and all claims, damages, losses, expenses and liabilities (including\nreasonable attorneys' fees) incurred by Sublandlord as a result of the\nnon-performance or non-observance of any Sublandlord's obligations under the\nMaster Lease which are the result of a default by Subtenant under this Sublease.\nSublandlord agrees to indemnify Subtenant and hold it harmless from and against\nany and all claims, damages, losses, expenses and liabilities (including\nreasonable attorneys' fees) incurred by Subtenant as a result of the\nnon-observance by Sublandlord of any of Sublandlord's obligations as \"Tenant\"\nunder the Master Lease. Neither Subtenant nor Sublandlord shall do, nor permit\nto be done, any act or thing which is, or with notice or the passage of time\nwould be, a default under this Sublease, and\/or the Master Lease.\n\n         (b) Sublandlord agrees that Subtenant shall be entitled to receive all\nservices and repairs to be provided by Master Landlord to Sublandlord under the\nMaster Lease with respect to the Premises, except as otherwise provided by this\nSublease or by the Master Lease (as incorporated herein), and Sublandlord hereby\nagrees to use commercially reasonable efforts (which shall not be deemed to\nrequire litigation) in seeking to enforce said rights of Subtenant against\nMaster Landlord. Subtenant acknowledges that Sublandlord is not the owner of the\nBuilding and Subtenant shall not, under any circumstances, seek nor require\nSublandlord to perform any of such services, nor shall Subtenant make any claim\nupon Sublandlord for any damages which may arise\n\n                                       13\n\nby reason of Master Landlord's default under the Master Lease so long as\nSublandlord is complying with its obligations under Sections 10 and 11 of this\nSublease to seek enforcement of the Master Lease against Master Landlord. Any\ncondition resulting from a default by Master Landlord shall not constitute an\neviction, actual or constructive, of Subtenant and no such default shall excuse\nSubtenant from the performance or observance of any of its obligations to be\nperformed or observed under this Sublease, or entitle Subtenant to receive any\nreduction in or abatement of the rent provided for in this Sublease so long as\nSublandlord is complying with its obligations under Sections 10 and 11 of this\nSublease. In furtherance of the foregoing, Subtenant does hereby waive any cause\nof action and any right to bring any action against Sublandlord by reason of any\nact or omission of Master Landlord under the Master Lease. Sublandlord covenants\nand agrees with Subtenant that Sublandlord will pay all fixed rent and\nadditional rent payable by Sublandlord pursuant to the Master Lease to the\nextent that failure to perform the same would adversely affect Subtenant's use\nor occupancy of the Premises.\n\n         (c) In the event Subtenant shall be in default of any covenant of, or\nshall fail to honor any obligation under, this Sublease, Sublandlord shall have\navailable to it against Subtenant all of the remedies available to Master\nLandlord under the Master Lease in the event of a similar default on the part of\nSublandlord as \"Tenant\" thereunder, as if Sublandlord were Master Landlord and\nSubtenant were Tenant.\n\n         (d) In the event Sublandlord shall be in default of any covenant of, or\nshall fail to honor any obligation under, this Sublease, Subtenant shall have\navailable to it against Sublandlord all of the remedies available to Sublandlord\nas \"Tenant\" under the Master Lease in the event of a similar default on the part\nof the Master Landlord thereunder, as if Sublandlord were Master Landlord and\nSubtenant were Tenant. In addition, subject to any Unavoidable Delays, if\nSublandlord fails to perform any of Sublandlord's obligations pursuant to this\nSublease which materially affect Subtenant's reasonable access to the Premises\nand\/or Subtenant's ability to conduct its business in the Premises, or if Master\nLandlord fails to perform any of its obligations under the Master Lease with\nrespect to the Premises which materially affect Subtenant's reasonable access to\nthe Premises and\/or Subtenant's ability to conduct its business in the Premises,\nSubtenant may provide written notice of such failure (the \"FIRST NOTICE\") to\nSublandlord specifying in detail the nature and manner of such failure (any such\nfailure referred to herein as a \"SUBLANDLORD DEFAULT\"), specifying in what\nrespects the Sublandlord Default materially affects Subtenant's ability to\nconduct its business in the Premises, and stating Subtenant's intent to exercise\nits rights under this Section 11(d). If either (i) the Sublandlord Default shall\nnot have been cured by either Sublandlord or Master Landlord within thirty (30)\ndays following Sublandlord's receipt of the First Notice or (ii) the Sublandlord\nDefault is not capable of cure within thirty (30) days and Sublandlord or Master\nLandlord has not commenced cure of the Sublandlord Default within such 30-day\nperiod and diligently prosecuted the cure to completion within a reasonable\ntime, then Subtenant may provide a second written notice (the \"SECOND NOTICE\")\nof such Sublandlord Default to Sublandlord specifying in detail the nature and\nmanner of the continuing Sublandlord Default, specifying in what respects the\nSublandlord Default materially affects Subtenant's reasonable access to the\nPremises and\/or Subtenant's ability to conduct its business in the Premises,\nstating Subtenant's intent to exercise its rights\n\n                                       14\n\nunder this Section 11(d) and stating that it is the second and final notice. If\neither (i) the Sublandlord Default shall not have been cured by either\nSublandlord or Master Landlord within thirty (30) days following Sublandlord's\nreceipt of the Second Notice or (ii) the Sublandlord Default is not capable of\ncure within thirty (30) days and Sublandlord or Master Landlord has not\ncommenced cure of the Sublandlord Default within such 30-day period and\ndiligently prosecuted the cure to completion within a reasonable time, then\nSubtenant may cure such Sublandlord Default if such cure may be effected within\nthe Premises without affecting any Building Systems, the structure of the\nBuilding, or any area outside of the Premises. Nothing contained herein shall\ngive Subtenant the right to cure a Sublandlord Default which originates or\nrequires work outside the Premises. If Subtenant is prohibited from exercising\nits right to cure a Sublandlord Default under this Section 11(d) due to the fact\nthat the cure by Subtenant would affect a Building System, the structure of the\nBuilding or any area outside the Premises, and if the Sublandlord Default shall\ncontinue for more than thirty (30) days (subject to extension as provided above)\nfollowing Sublandlord's receipt of the Second Notice, then Subtenant's Rent\nshall be abated from the date that Sublandlord's cure rights hereunder expire\nuntil the date that the Sublandlord's Default shall have been cured by the\nSublandlord or Master Landlord. Anything contained in the foregoing or elsewhere\nin this Sublease to the contrary notwithstanding, if the Sublandlord Default\nshall be of such a nature that its continuation without repair would create an\nimmediate danger to the health or safety of individuals and\/or would create an\nimmediate danger of substantial or material damage to or waste of the Premises\nor Subtenant's property located in the Premises, Subtenant shall immediately\ngive written notice thereof to Sublandlord and, so long as Subtenant gives\nwritten notice of the emergency, Subtenant shall have the right to immediately\ntake whatever actions within the Premises as are reasonably necessary to\nalleviate such danger, the notice requirements of this Section notwithstanding.\nAny exercise by Subtenant of its rights under this Section 11(d) shall be at\nSubtenant's sole risk. Subtenant hereby indemnifies and holds the Indemnitees\nharmless from any and all losses, costs, damages, liability and\/or claims made\nby any Persons (including, without limitation, other tenants) in connection with\nSubtenant's exercise of its rights under this Section 11(d). If Subtenant cures\nthe Sublandlord Default as permitted under this Section 11(d) Sublandlord shall\nreimburse Subtenant for the reasonable, out-of-pocket expenses incurred by\nSubtenant in completing such cure within thirty (30) days following\nSublandlord's receipt of Subtenant's invoice, including reasonable supporting\ndocumentation of all amounts. If Sublandlord fails to timely pay Subtenant the\ninvoiced amounts, the unpaid amount shall accrue interest at the Sublease Rate\nfrom and after the expiration of the thirty (30) day period until paid in full.\nIf Sublandlord disputes any matter under this Section 11(d), such dispute shall\nbe resolved in accordance with the Dispute Resolution Procedure set forth in\nSection 41.1 of the Master Lease, but pending the resolution of such dispute,\nSublandlord's judgment shall control.\n\n         (e) Subtenant agrees that the consent of Subtenant shall not be\nrequired for any amendment or modification of the Master Lease as long as such\nchange does not materially or unreasonably increase Subtenant's obligations\nhereunder or Subtenant's Share, nor shorten the term of the Sublease or\notherwise materially affect any of the economic or operating terms of this\nSublease or Subtenant's ability to conduct business in the Premises.\n\n                                       15\n\n12. BROKERS; NO THIRD PARTY BENEFICIARIES. Each party warrants that it has had\nno dealings with any real estate broker or agent other than Jones Lang LaSalle\nPartners, or The Widewaters Group, Inc. (collectively, \"BROKER\") in connection\nwith the negotiation of this Sublease, except that Subtenant has been\nrepresented in part by Equis. Each party agrees to indemnify and hold the other\nparty harmless from any cost, expense or liability, including reasonable\nattorney's fees, for any compensation, commissions or charges claimed by any\nother real estate broker or agent (including Equis) other than Broker employed\nor claiming to represent or to have been employed by each party in connection\nwith the negotiation of this Sublease. Sublandlord will be responsible for the\npayment of all brokerage commissions due to Broker in connection with this\nSublease (the \"BROKERAGE Commission\") in accordance with one or more separate\nbroker's agreements. Nothing in this Section 12 or in any other provision of\nthis Sublease is intended or shall be deemed to confer any rights or benefits\nupon any entity or person other than the parties hereto or to make or render any\nsuch other entity or person a third-party beneficiary of this Sublease.\n\n13. NOTICES. All notices and other communications authorized or required\nhereunder shall be deemed adequate if in writing and delivered by a nationally\nrecognized courier service (against a signed receipt) or if sent by registered\nor certified mail, postage prepaid, return receipt requested, to the parties at\nthe following addresses:\n\n         If to Sublandlord:         Times Square Studios Ltd\n                                    c\/o   Walt Disney Imagineering -\n                                          Corporate Real Estate\n                                    1401 Flower Street\n                                    P.O. Box 25020\n                                    Glendale, CA 91201\n                                    Attn:  Lease Administration\n\n         With a copy to:            The Walt Disney Company\n                                    500 South Buena Vista Street\n                                    Burbank, CA 91521-6371\n                                    Attn:  Corporate Legal Real Estate\n\n         If to Subtenant:           Applied Theory Corporation\n                                    125 Elwood David Road\n                                    Liverpool, NY 13088\n                                    Attn:  Terri Kennett\n\n         With a copy to:            Applied Theory Corporation\n                                    1500 Broadway\n                                    Suite 300\n                                    New York, NY 10036\n                                    Attn:  Diane Barker\n\nThe name or address for notice may be changed by giving notice in accordance\nwith this section. Notice shall be deemed given upon receipt or refusal of same.\n\n                                       16\n\n14.      ASSIGNMENT AND SUBLETTING.\n\n         (a) Subject to the provisions of the Master Lease, including, without\nlimitation, the obligation to obtain Master Landlord's and Sublandlord's (as if\nSublandlord were Master Landlord) prior written consent under Article 12 of the\nMaster Lease, Subtenant may assign this Sublease or sublet all of the Premises;\nprovided, however, that if any prospective assignee or subtenant of Subtenant,\nor any affiliate or subsidiary of such prospective assignee or subtenant\n(whether or not such entity is a Related Entity of Subtenant), is engaged in any\nline of business in which ABC, Inc. or any of its affiliates or subsidiaries is\nengaged (a \"SIMILAR ENTITY\"), Sublandlord may grant or withhold its consent in\nits sole and absolute discretion. Notwithstanding anything to the contrary\nherein or in the Master Lease, Subtenant may not assign this Sublease or sublet\nthe Premises to more than one Person. Any assignment of this Sublease or any\nsublease of the Premises shall not relieve Subtenant of any of its obligations\nunder this Sublease. Notwithstanding anything to the contrary contained herein,\nexcept as otherwise provided above or in the Master Lease (as incorporated\nherein), this Sublease shall not be assigned, encumbered or otherwise\ntransferred or the Premises further sublet in whole or in part, or any part\nthereof suffered or permitted by Subtenant to be used or occupied by others,\nwithout the prior written consent of Master Landlord in each instance, which\nconsent shall be granted or withheld in accordance with the provisions of\nArticle 12 of the Master Lease, to the extent Master Landlord's consent is\nrequired by Article 12 of the Master Lease. Sublandlord hereby convenants and\nwarrants that it shall cooperate with Subtenant in obtaining the consent of\nMaster Landlord in such cases as such consent may be required.\n\n         (b) Sublandlord shall be entitled to receive fifty percent (50%) of any\nAssignment Profit and\/or Sublease Profit derived from an assignment or further\nsublease of the Premises in accordance with the provisions of Section 12.7 of\nthe Master Lease.\n\n15. FORCE MAJEURE. The period of time during which the either party is prevented\nfrom performing any act required to be performed pursuant to this Sublease by\nevents beyond the reasonable control of such party shall be added to the time\nfor performance of such acts.\n\n16. FURTHER ASSURANCES. Each party to this Sublease will at its own cost and\nexpense, execute and deliver such further documents and instruments and will\ntake such other actions as may be reasonably required to evidence or carry out\nthe intent and purposes of this Sublease.\n\n17. SUCCESSORS AND ASSIGNS. This Sublease is binding on and shall inure to the\nbenefit of the parties hereto and their respective representatives, successors\nand assigns.\n\n18. GOVERNING LAW. This Sublease will be governed by, and construed in\naccordance with, New York law.\n\n                                       17\n\n19. CONFIDENTIALITY. Except as expressly directed by the other party, or as\nrequired by law, Subtenant, Sublandlord and their respective officers,\ndirectors, employees, agents and contractors shall keep in strict confidence and\nshall not use, publish or divulge any Confidential Information (defined below)\nwhatsoever relating to the terms of this Sublease or the business or finances of\nthe other party to any third party. Except as expressly directed or permitted by\nSublandlord, Subtenant shall not make or issue any public statement referencing\nSublandlord or any of its subsidiaries or affiliates (including, without\nlimitation, Disney, ABC and ESPN) to the press or to other media. Sublandlord\nand Subtenant agree that they shall be responsible for any disclosure of\nConfidential Information by their respective directors, officers, employees, and\nagents that would constitute a breach of this Sublease. In the event of any\nbreach of this Section, the non-breaching party will be entitled, in addition to\nany other remedies that it may have at law or in equity, to injunctive relief or\nan order of specific performance. The provisions of this Section shall survive\nthe expiration or sooner termination of this Sublease for a period of two (2)\nyears. For purposes of this Sublease, \"CONFIDENTIAL INFORMATION\" means all\nnon-public, confidential or proprietary information that one party or any of its\naffiliates make available to the other party any of its affiliates make\navailable to the other party any of its affiliates, in connection with this\nSublease, Confidential Information shall include, but not be limited to, the\nspecific terms and conditions of this Sublease as well as information related to\nthe past, present and future plans, ideas, business strategies, marketing\nprograms, activities, customers and suppliers of Sublandlord, Sublandlord's\naffiliates, Subtenant and\/or Subtenant's affiliates. Confidential Information\nshall not include information that is or becomes generally available to the\npublic other than as a result of a breach of this Sublease by the receiving\nparty.\n\n20. SEVERABILITY. If any term or provision of this Sublease is held to be\ninvalid or unenforceable to any extent, the remainder of this Sublease will not\nbe affected, and each term or provision of this Sublease will be valid and will\nbe enforced to the fullest extent permitted by law. If the application of any\nterm or provision of this Sublease to any person or circumstance is held to be\ninvalid or unenforceable, the application of that term or provision to persons\nor circumstances other than those as to which it is held invalid or\nunenforceable will not be affected, and such term or provision will be valid and\nwill be enforced to the fullest extent permitted by law.\n\n21. AUTHORITY. The individuals signing this Sublease on behalf of a corporate\nparty or other legal entity represent and warrant that each of them is duly\nauthorized to execute and deliver this Sublease on behalf of the corporation or\nentity, as the case may be, and that this Sublease is binding on such party in\naccordance with its terms. Concurrently with the execution of this Sublease,\neach party to this Sublease shall deliver to the other party a duly certified\ncopy of a resolution of the corporation's board of directors or governing body,\nas appropriate, authorizing execution of this Sublease. Sublandlord hereby\nrepresents and warrants that it has full power and authority to enter into this\nSublease and to perform its obligations hereunder.\n\n22. EFFECTIVENESS OF SUBLEASE. This Sublease is conditioned upon and shall only\nbe effective upon receipt of the approval of Master Landlord, Credit Lyonnais\n\n                                       18\n\nNew York Branch and Starwood Financial Trust. In connection with the approval by\nthe Master Landlord, such approval shall include the delivery of an estoppel\ncertificate in accordance with Section 7.4 of the Master Lease. If such consents\nshall not be obtained within (60) sixty days following the date hereof, then\neither Sublandlord or Subtenant shall have the right to terminate this Sublease\nupon notice delivered to the other party, any upon the deliver of such notice\n(unless such consents shall have been obtained), this Sublease shall terminate\nand be of no further force or effect and neither party shall have any further\nrights against the other by reason thereof, except pursuant to Sections 4,\n11(a), 12 and 19 hereof. Sublandlord hereby convenants to use commercially\nreasonable efforts to obtain the approvals required under this Section 22 within\nthe time permitted. Provided Subtenant and Sublandlord execute this Sublease and\nMaster Landlord grants its consent to this Sublease, Sublandlord agrees to\nreimburse Subtenant for all out-of-pocket costs and expenses incurred by\nSubtenant in connection with this Sublease in the event that the approvals of\nCredit Lyonnais New York Branch and Starwood Financial Trust are not received\nwithin 90 days following the date hereof and this Sublease is terminated\npursuant to this Section 22.\n\n23. NO USE OF TRADEMARK. Subtenant does not acquire any right under this\nSublease to use, and shall not use, Sublandlord's name \"Disney\" (either alone or\nin conjunction with or as part of any other word or name) or any registered\ntrademarks or service market or any fanciful characters or designs of\nSublandlord or Sublandlord's affiliates: (a) in any advertising, publicity or\npromotion; (b) to express or imply any endorsement by Sublandlord of any\nservices of Subtenant or any other person or entity; or (c) in any other manner\nwhatsoever whatsoever (whether or not similar to the uses hereinabove\nspecifically prohibited). The provisions of this Section shall survive the\nexpiration or earlier termination of this Sublease).\n\n24. SIGNAGE. Subtenant hereby acknowledges and agrees that all windows of the\nPremises (a) facing Broadway and (b) along 43rd Street (starting from the corner\nof Broadway) between the first two column bays, on the exterior of the Building\nmay be blocked by the signage of Sublandlord or others, and that Subtenant shall\nhave no ability or right to object to such signage in any manner whatsoever.\n\n25. ENTIRETY OF AGREEMENT. This Sublease, together with all Exhibits and the\nportions of the Master Lease incorporated herein, constitutes the entire\nSublease and supersedes all previous agreements, promises, representations,\nunderstandings and negotiations between the parties has been induced to enter\ninto this Sublease, nor is any party relying on any representation or warranty\noutside those expressly set forth in this Sublease. Any agreement made after the\ndate of this Sublease is ineffective to modify, waiver or terminate this\nassignment, in whole or in part, unless that agreement is in writing, is signed\nby the parties to this Sublease, and specifically refers to this Sublease.\n\n26. COUNTERPARTS. This Sublease may be executed in one or more separate\ncounterparts, each of which, when so executed, shall be deemed to be an original\nand which, together, shall constitute and be one and the same instrument.\n\n                                       19\n\n                  IN WITNESS WHEREOF, the parties have executed this Sublease\nAgreement as of the day and year first above written.\n\n                                                     SUBLANDLORD\n\n                                                     TIMES SQUARE STUDIOS LTD,\n                                                     a New York corporation\n\n\n\n                                                     By: \/s\/ Tony Basalari\n                                                        -----------------------\n                                                     Name: Tony Basalari\n                                                          ---------------------\n                                                     Its:  Vice President\n                                                         ----------------------\n\n\n\n                                                     SUBTENANT:\n\n                                                     APPLIED THEORY CORPORATION,\n                                                     a Delaware corporation\n\n\n\n                                                     By: \/s\/ David A. Buckel\n                                                        -----------------------\n                                                     Name: David A. Buckel\n                                                          ---------------------\n                                                     Its:  V.P.\/CFO\n                                                         ----------------------\n\n                                       20\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6732],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9603,9579],"class_list":["post-41792","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-appliedtheory-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41792","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41792"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41792"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41792"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41792"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}