NY-New York-417 Fifth Avenue Sublease - Interactive Software Corp. and Netbreeders Realty LLC
SUBLEASE
THIS SUBLEASE, dated as of November 1, 1999, between GT INTERACTIVE
SOFTWARE CORP., a Delaware corporation having an address at 417 Fifth Avenue,
New York, New York 10016. ("Sublessor"), and NETBREEDERS REALTY LLC, a New York
limited liability company, having an address at 417 Fifth Avenue, 8th Floor, New
York, New York 10016 ("Subtenant").
WITNESSETH:
1. DEMISE AND TERM. (A) Sublessor hereby leases to Subtenant, and
Subtenant hereby hires from Sublessor, those certain premises (the "Subleased
Premises") consisting of the entire 9th floor of the building known as and
located at 417 Fifth Avenue, New York, New York 10016 (the "Building"), said
Subleased Premises a part of the premises (the "Main Lease Premises") that are
leased to Sublessor under the Main Lease (as hereinafter defined). For purposes
of this Sublease, (i) the rentable area of the Main Lease Premises located on
the 7th, 8th and 9th floors of the Building will be deemed to be 90,000 square
feet, (ii) the rentable area of the Subleased Premises will be deemed to be
30,000 square feet, and (iii) "Subtenant's Share" of certain expenses and
payments required to be borne or made by Sublessor under the Main Lease shall be
deemed to be 33.33%. In the event that the Main Lease Premises shall be expanded
or contracted, Subtenant's Share will be appropriately adjusted. The rental
hereunder shall include all furniture (including, without imitation, all
permanent and/or modular cubicals and office furniture), fixtures and telephone
equipment currently in the Subleased Premises on the date hereof at no
additional charge.
(B) The Commencement Date shall be on a date specified by Subtenant
in writing provided that such date shall not be later than April 1, 2000 pro
rated for space available. The term of this Sublease shall begin on the
Commencement Date and shall expire at midnight on December 19, 2006 (i.e., one
(1) day prior to the expiration of the term of the Main Lease), unless sooner
terminated or renewed as herein provided. In the event that Sublessor exercises
either of its options under the Main Lease to extend the term thereof, Sublessor
shall notify Subtenant of such exercise, and Subtenant shall have the option to
extend the term hereof to the date which is the day immediately preceding the
expiration date of the term (as so extended) under the Main Lease, provided that
it shall give written notice to Sublessor of its desire to so extend the term
within thirty (30) days after its receipt of Sublessor's notice regarding its
exercise of such renewal option.
2. SUBORDINATE TO MAIN LEASE. This sublease is and shall be subject and
subordinate to (i) all of the terms, covenants, agreements, provisions and
conditions of the lease (the "Main Lease") dated as of December 12, 1996,
between F. S. Realty Corporation, as Landlord (the "Prime Landlord"), and
Sublessor, as Tenant, as amended by First Amendment of Lease, dated as of July
1, 1997, between Prime Landlord and Sublessor, copies of each of which have
heretofore been delivered to Subtenant, and (ii) to the matters to which the
Main
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Lease is or shall be subject and subordinate. Subtenant shall not have the right
to further sublet the Subleased Premises or allow the Subleased Premises to be
used by others except as permitted by, and in accordance with, Section 11 of the
Main Lease, and with Sublessor's prior written consent, not to be unreasonably
withheld or delayed except that Subtenant may, without Sublessor's consent,
allow the Subleased Premises to be used by its affiliates or other entities in
which Subtenant or its affiliates has an investment. Prime Landlord's consent to
this Sublease shall not be deemed or construed to modify, amend or affect the
terms and provisions of the Main Lease, or Sublessor's obligations thereunder,
which shall continue to apply to the Subleased Premises and the occupants
thereof as though the Sublease had not been entered into. If Sublessor defaults
in the payment of any rent, beyond any applicable notice and grace period, Prime
Landlord is authorized to collect any rents due or accruing from any subtenant
or other occupant of the Subleased Premises and to apply the net amounts
collected to the fixed annual rent and additional rent reserved in the Main
Lease reserved therein, and the receipt by Prime Landlord of any amounts from
Subtenant or other occupant of any part of the Subleased Premises shall not be
deemed or construed as releasing Sublessor from Sublessor's obligations under
the Main Lease or the acceptance of the Subtenant or other occupant as a direct
tenant. The provisions of this Section are intended to comply with Section
11(e)(vi) of the Main Lease.
3. INCORPORATION BY REFERENCE. The terms, covenants and conditions of the
Main Lease are incorporated herein by reference so that, except to the extent
that they are inapplicable or modified by the provisions of this Sublease, each
and every term, covenant and condition of the Main Lease binding or inuring to
the benefit of the landlord thereunder shall, in respect of this Sublease, bind
or inure to the benefit of Sublessor, and each and every term, covenant and
condition of the Main Lease binding or inuring to the benefit of the tenant
thereunder shall, in respect of this Sublease, bind or inure to the benefit of
Subtenant, with the same force and effect as if such terms, covenants and
conditions were completely set forth in this Sublease, and as if the words
"Landlord" and "Tenant", or words of similar import, wherever the same appear in
the Main Lease, were construed to mean, respectively, "Sublessor" and
"Subtenant" in this Sublease, and as if the words "Demised Premises", or words
of similar import, wherever the same appear in the Main Lease, were construed to
mean "Subleased Premises" in this Sublease, and as if the word "Lease", or words
of similar import, wherever the same appear in the Main Lease, were construed to
mean this "Sublease" . The Reference Page, Articles (or Sections) 1(a), 1(b), 2,
4, 5, 7(f), 9(h)(i),10(b),11,12, 14, 21, 24, 26, 27, 31, 32, 33, 35, 39, 41 and
42 of the Main Lease shall be deemed deleted for the purposes of incorporation
by reference in this Sublease. If any of the express provisions of this Sublease
shall conflict with any of the provisions incorporated by reference, such
conflict shall be resolved in every instance in favor of the express provisions
of this Sublease.
4. PERFORMANCE BY SUBLESSOR. Subtenant acknowledges that Sublessor shall
not be required to furnish or supply utilities to the Subleased Premises, it
being understood that utilities shall be supplied by Prime Landlord and that
Sublessor, upon request of Sublessee, shall use its good faith efforts to
enforce the obligations of Prime Landlord under the Main Lease with respect
thereto. Subtenant shall not have any rights in respect of the
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Subleased Premises greater than Sublessor's rights under the Main Lease.
Sublessor shall not be responsible for any failure or interruption, for any
reason not attributable to the acts, omissions or negligence of Sublessor, of
the services or facilities that may be appurtenant to or supplied at the
building of which the Subleased Premises are a part by Prime Landlord,
including, without limitation, heat, ventilation, air-conditioning, electricity
and water; and no failure by Prime Landlord to furnish any such services or
facilities shall give rise to any: (a) abatement, diminution or reduction of
Subtenant's obligations under this Sublease unless Sublessor is entitled to a
comparable abatement, diminution or reduction under the Main Lease; or (b)
liability on the part of Sublessor. Sublessor agrees, however, to use its good
faith efforts to require the Prime Landlord to perform all of its obligations
under the Main Lease.
5. NO BREACH OF MAIN LEASE. Subtenant shall not knowingly do or authorize
to be done any act or thing which may constitute a breach or violation of any
term, covenant or condition of the Main Lease by the tenant thereunder unless
such act or thing is permitted under the provisions of this Sublease.
6. RENT. (A) Commencing on the Commencement Date, Subtenant shall pay to
Sublessor rent (herein called "Fixed Rent") hereunder at the rate of $660,000
per annum or $55,000 per month, for the period from the Commencement Date
through December 19, 2000. Fixed Rent shall be adjusted on December 20, 2000 and
on each anniversary of the such date during the remainder of the initial term
(each, a "Rent Adjustment Date"), by multiplying the Fixed Rent payable
immediately prior to the Rent Adjustment Date in question by a fraction, the
numerator of which shall be the Consumer Price Index (as hereinafter defined) in
effect on the anniversary of the Rent Adjustment Date for the year in which
Fixed Rent is being adjusted and the denominator of which shall be the Consumer
Price Index in effect on the immediately preceding anniversary of the Rent
Adjustment, which escalation shall not exceed three (3) percent per annum. The
increases in the Fixed Rent set forth herein shall always be calculated upon,
and added to, the prior year's Fixed Annual Rent, and are intended to occur at
the same time and be calculated in the same manner as increases in "Fixed Annual
Rent" under the Main Lease. "Consumer Price Index" or "CPI-U" shall mean the
Consumer Price Index for All Urban Consumers of the United States Department of
Labor's Bureau of Labor Statistics in effect for New York, Northeastern N.J.
(1984=100) and generally published at the time the computation is to be made. If
the CPI-U is no longer published, then the price index chosen by Prime Landlord
and Sublessor under the Main Lease as a replacement price index shall be used to
calculate increases in Fixed Rent hereunder. In the event that Sublessor renews
the Main Lease, and Subtenant exercises its option to renew this Sublease as
provided in Section 1(B) above, the Fixed Rent hereunder during such renewal
term shall be equal to the Subtenant's Share of the Fixed Rent under the Main
Lease, as the same may change from time to time during the applicable renewal
term.
(B) Fixed Rent shall be payable in equal monthly installments in
advance, on the Commencement Date and on the first (1st) day of each calendar
month thereafter and shall be paid promptly when due, without notice or demand
therefor and, except
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as otherwise specified herein or permitted by law, without deduction, abatement,
counterclaim or setoff of any amount or for any reason whatsoever. In the event
that the Commencement Date shall fall on other than the first day of the month,
rent shall be prorated from the Commencement Date until the end of the month in
which it occurs.
(C) "Additional Rent" shall mean all sums of money as shall become
due from and payable by Subtenant to Sublessor hereunder other than Fixed Rent
(for default in payment of which Sublessor shall have the same remedies as a
default in payment of Fixed Rent).
(D) Fixed Rent and Additional Rent shall be paid to Sublessor in
lawful money of the United States by check to Sublessor sent to the above
address, or to such other person and/or at such other address as Sublessor may
from time to time designate by notice to Subtenant. No payment by Subtenant
shall be deemed other than on account of the earliest stipulated Fixed Rent or
Additional Rent; nor shall any endorsement or statement on any check or letter
be deemed an accord and satisfaction, and Sublessor may accept any check or
payment without prejudice to Sublessor's right to recover the balance due or to
pursue any other remedy available to Sublessor. Any provision in the Main Lease
referring to Fixed Rent or Additional Rent incorporated herein by reference
shall be deemed to refer to the Fixed Rent or Additional Rent due under this
Sublease. In the event any Fixed Rent or Additional Rent shall not be received
by Sublessor within ten (10) days following notice that such payment was not
received when due, Subtenant shall be deemed in default hereunder and Sublessor
shall have the right to exercise the remedies set forth in the Main Lease for
such defaults, including, without limitation,
(E) If any sums of money or charges required to be paid by Subtenant
to Sublessor under this Sublease are not paid with ten (10) days after the time
provided in this Sublease, they shall bear interest from such date to the date
of payment at a rate of two (2%) percent per calendar year in excess of the
prime rate of Citibank, N.A. or at the highest rate allowed by law, whichever is
less.
(F) Sublessor shall provide to Subtenant all mailroom services
through Sublessor's existing mailroom personnel for a monthly payment equal to
33% of Sublessor's monthly costs for salaries for mailroom personnel and other
direct expenses for operating the mailroom (e.g.; costs of supplies, but
excluding rent, electricity, etc.) Either party may cancel such arrangement on
90 days' notice.
7. TAX ESCALATION. Subtenant shall pay, as Additional Rent, Subtenant's
Share of Tenant's Tax Payment (as defined in the Main Lease), which shall be
payable in 12 equal monthly installments on the first day of each calendar month
during the term hereof.
8. INDEMNITY. Subtenant shall indemnify, defend and hold harmless
Sublessor from and against all losses, costs, damages, expenses and liabilities,
including, without limitation, reasonable attorney's fees, which Sublessor may
incur or pay out by reason of:
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(a) any accidents, damages or injuries to persons or property occurring in the
Subleased Premises (unless the same shall have been caused by Sublessor's acts,
omissions, negligence or that of Sublessor's agents, employees, or contractors);
(b) any breach or default hereunder on Subtenant's part; (c) any work done in or
to the Subleased Premises; or (d) any act, omission or negligence on the part of
Subtenant and/or its officers, employees, agents, customers and/or invitees
(while in the Subleased Premises), or any person claiming through or under
Subtenant.
9. ELECTRICITY. Electricity is presently provided to the Subleased
Premises by Prime Landlord. Commencing on the Commencement Date and continuing
on the first day of each month thereafter during the term hereof, Subtenant
shall pay Sublessor for electricity supplied to the Subleased Premises an amount
equal to Subtenant's Share of the Electrical Charge (as defined in the Main
Lease) payable by Sublessor pursuant to the Main Lease. Subtenant shall operate
its equipment in accordance with Article 12 of the Main Lease. If Sublessor's
Fixed Rent under the Main Lease is adjusted as a result of Subtenant's use of
"electricity intensive equipment" (as referred to in the Main Lease) or as a
result of any act or omission of Subtenant, the Fixed Rent hereunder shall be
increased by such amount. If Sublessor's Fixed Rent is adjusted pursuant to the
Main Lease to reflect an increase in the utility rate schedule, fuel taxes,
surcharges, energy charges or charges of any kind relating to the sale or
furnishing of electricity, the Fixed Rent hereunder shall be adjusted by an
amount equal to Subtenant's Share of such increase.
10. ADDITIONAL RENT. In addition to the Fixed Rent and other sums of money
as shall become due from and payable by Subtenant, Subtenant's covenants and
agrees to pay Sublessor Subtenant's share of any amount that shall become due
and payable by Sublessor pursuant to the Main Lease, except, however, that if
such amount is payable solely with respect to the actions or omissions of either
Subtenant or Sublessor, then the responsible party shall pay 100% of such cost,
or if the amount payable relates disproportionately to one party or the other,
it shall be equitably apportioned by Sublessor. For example, if one party
requests overtime air conditioning, it shall be solely responsible for
Additional Rent charges relating thereto.
11. PERMITTED USE; CONDITION OF SUBLEASED PREMISES. Subtenant may use the
Subleased Premises for general and executive offices and for no other purpose.
Subtenant is leasing the Subleased Premises "as is" and Sublessor is not
required to perform any work to prepare same for Subtenant. Sublessor hereby
consents to Sublessee removing the staircase between the 8th and 9th floor of
the Building, sealing off the stairwell and/or installing a demising wall. In
making and executing this Sublease, Subtenant has relied solely on such
investigations, examinations and inspections as Subtenant has chosen to make or
has made. Subtenant acknowledges that Sublessor has afforded Subtenant the
opportunity for full and complete investigations, examinations, and inspections.
Subtenant shall perform no work in nor make any installations or modifications
to the Subleased Premises unless Subtenant shall first obtain the prior written
consent of Sublessor (which shall not be unreasonably withheld, conditioned or
delayed and which shall be deemed given by Sublessor if granted by Prime
Landlord) and Prime Landlord if such consent shall be required pursuant to the
terms of the
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Main Lease. Sublessor is not in receipt of any outstanding notices of violations
with respect to the Subleased Premises and is not aware of the presence of any
asbestos or other toxic materials therein. Sublessor hereby represents that it
is not in default of any provisions of the Main Lease.
12. CONSENTS AND APPROVALS. In any instance when consent or approval is
required under this Sublease, Sublessor shall have no obligation to sue to
compel Prime Landlord to consent thereto, but Sublessor shall use its good faith
efforts to obtain Prime Landlord's consent or approval. Whenever Prime Landlord
shall consent to or approve of any matter or thing, Sublessor shall, for
purposes hereof, be deemed to have consented to or approved of same.
13. NOTICES. All notices, consents, approvals, demands and requests which
are required or desired to be given by either party to the other hereunder shall
be in writing and shall be sent by United States registered or certified mail,
return receipt requested and postage prepaid. Notices, consents, approvals,
demands and requests which are served upon Sublessor or Subtenant in the manner
provided herein shall be deemed to have been given or served for all purposes
hereunder on the third (3rd) business day next following the date on which such
notice, consent, approval, demand or request shall have been mailed as
aforesaid. All notices, consents, approvals, demands and requests given to
Subtenant or Sublessor shall be addressed to such party at its address set forth
at the head of this Sublease or at such other place as such party may, from time
to time, designate in a notice given in accordance with the provision of this
Section. Each party may from time to time change the names and/or addresses to
which notices, consents, approvals, demands and requests given to such party
shall be addressed and sent as aforesaid, by designating such other names and/or
addresses in a notice given in accordance with the provisions of this Section.
14. TERMINATION OF MAIN LEASE. If for any reason not the fault of
Sublessor the term of the Main Lease shall terminate prior to the expiration
date of this Sublease, then, this Sublease shall thereupon be terminated and
Sublessor shall not be liable to Subtenant by reason thereof.
15. SUBTENANT'S RIGHT TO TERMINATE. Notwithstanding anything to the
contrary set forth herein, Subtenant shall have the right to terminate this
Sublease by giving Sublessor at least sixty (60) days prior written notice
thereof, which notice shall specify the date on which the Sublease shall
terminate (the "Termination Date"). The Termination Date so specified shall be
at least sixty (60) days after the date on which Sublessor receives, or is
deemed to have received, such termination notice. In the event of such
termination, Subtenant shall pay to Sublessor all Fixed Rent, Additional Rent
and any other sums due to Sublessor with respect to the period to and including
the Termination Date, and shall perform all of its other obligations hereunder
to be performed by Subtenant prior to such Termination Date. Subtenant shall
vacate the Subleased Premises on or prior to the Termination Date as though the
Termination Date were the date originally set forth in this Sublease as the
expiration date hereof.
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16. CLEANING; ADDITIONAL SERVICES. Except as provided hereby, Sublessor
shall have no obligation to provide cleaning services, telephone hook-ups or
other offices, services or facilities. However, Subtenant may arrange to obtain
cleaning services from Sublessor's cleaning contractor and to be billed
separately for such services. In addition, if and to the extent deemed feasible
by Sublessor, Sublessee may use Sublessor's telephone system, provided that it
pays its pro rata share of the cost thereof as well as any additional charges
for new installations or modifications to Sublessor's telephone system.
17. INSURANCE. (A) Subtenant shall maintain throughout the term of this
Sublease comprehensive commercial general public liability insurance and such
other insurance with respect to the Subleased Premises and the conduct and
operation of business therein as required by Section 9(i) of the Main Lease with
limits of not less than those specified therein, and shall name Sublessor and
Prime Landlord as additional insureds under all such policies. Subtenant shall
deliver to Sublessor and Prime Landlord a fully paid-for policy or certificate
prior to the Commencement Date. Subtenant shall procure and pay for renewals of
such insurance from time to time before the expiration thereof, and Subtenant
shall deliver to Sublessor and Prime Landlord such renewal policy or certificate
at least thirty (30) days before the expiration of any existing policy. All such
policies shall contain a provision whereby the same cannot be canceled or the
amount of coverage reduced unless Sublessor and Prime Landlord are given at
least thirty (30) days' prior written notice of such cancellation or reduction
in coverage. Subtenant shall obtain and maintain coverage as set forth in this
Section 17 and under Section 9(i) of the Main Lease with reputable insurance
companies licensed to do business in the State of New York and having a Best's
rating of at least B+9.
(B) Subtenant shall pay all premiums and charges for all of said
policies, and if Subtenant shall fail for ten (10) days after notice and demand
to make any payment when due or carry any such policy, Sublessor may, but shall
not be obligated to, make such payment or carry such policy, and the amount paid
by Sublessor, with interest thereon at the rate of two (2%) percent per calendar
year in excess of the prime rate of Citibank, N.A. or the then maximum lawful
interest rate, whichever shall be less, shall be repaid to Sublessor by
Subtenant on demand, and all such amounts so repayable, together with such
interest, shall be deemed to constitute Additional Rent hereunder. Payment by
Sublessor of any such premium, or the carrying by Sublessor of any such policy,
shall not be deemed to waive or release the default of Subtenant with respect
thereto.
(C) Sublessor and Subtenant hereby waive any rights each may have
against the other arising out of any loss or damage connected in any way to, or
arising in any way out of, an occurrence related to the Subleased Premises or
the Building to the extent that such damage or loss is covered by insurance.
Sublessor and Subtenant, on behalf of their respective insurance companies,
waive any right to subrogation they may have against each other where such
waiver or subrogation is not invalidated by State law.
18. ESTOPPEL CERTIFICATES. Either party shall, within ten (10) days after
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each and every request by the other, execute, acknowledge and deliver to the
requesting party a statement in writing: (a) certifying that this Sublease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified, and stating the
modifications); (b) specifying the dates to which the Fixed Rent and Additional
Rent have been paid; (c) stating whether or not, to the best knowledge of the
party executing such statement, the other party is in default in performance or
observance of its obligations under this Sublease, and, if so, specifying each
such default; (d) stating whether or not, to the best knowledge of the party
executing such statement, any event has occurred which with the giving of notice
or passage of time, or both, would constitute a default by the other party under
this Sublease, and, if so, specifying each such event; and (e) setting forth
such other information as Sublessor or Subtenant may reasonably request
concerning this Sublease. Any such statement delivered pursuant to this Section
may be relied upon by any prospective assignee or transferee of the leasehold
estate under the Main Lease or others.
19. RIGHT TO CURE SUBTENANT'S DEFAULTS. If Subtenant shall at any time
fail to make any payment or perform any other obligation of Subtenant hereunder,
then Sublessor shall have the right, but not the obligation, after the lesser of
ten (10) days' notice to Subtenant, or without notice to Subtenant in the case
of an emergency, and without waiving or releasing Subtenant from any obligations
of Subtenant hereunder, to make such payment or perform such other obligation of
Subtenant in such other manner and to such extent as Sublessor shall reasonably
deem necessary, and in exercising any such right, to pay reasonable incidental
costs and expenses, employ attorneys, and incur and pay reasonable attorneys'
fees. Subtenant shall pay to Sublessor upon demand all sums so paid by
Sublessor, together with interest thereon at the rate of two (2%) percent per
calendar year in excess of the prime rate of Citibank, N.A. or the then maximum
lawful interest rate, whichever shall be less, from the date that Sublessor
shall invoice Subtenant.
20. BROKERAGE. Sublessor and Subtenant represent to each other that no
broker or other person had any part, or was instrumental in any way, in bringing
about this Sublease. Each party agrees to indemnify, defend and hold harmless
the other from and against any claims made by any broker or other person for a
brokerage commission, finder's fee, or similar compensation, by reason of or in
connection with this Sublease, and any loss, liability, damage, cost and expense
(including, without limitation, reasonable attorneys' fees) in connection with
such claims if such other broker or other person claims to have had dealings
with the other party. This covenant shall survive the termination of this
Sublease.
21. WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM. Subtenant and
Sublessor both hereby waive all right to trial by jury in any summary or other
action, proceeding or counterclaim arising out of or in connection with this
Sublease, the relationship of Sublessor and Subtenant, the Subleased Premises
and the use and occupancy thereof, and any claim of injury or damages. Subtenant
also hereby waives all right to assert or interpose a counterclaim in any
summary proceeding to recover or obtain possession of the Subleased Premises.
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22. NO WAIVER. The failure of either party to insist in any one or more
cases upon the strict performance or observance of any obligation of the other
party hereunder or to exercise any right or option contained herein shall not be
construed as a waiver or relinquishment for the future of any such obligation,
right or option. Sublessor's receipt and acceptance or Subtenant's payment of
Fixed Rent or Additional Rent, or Sublessor's or Subtenant's acceptance of
performance of any other obligation by the other, with knowledge of a breach of
any provision of this Sublease, shall not be deemed a waiver of such breach. No
waiver by either party of any term, covenant or condition of this Sublease shall
be deemed to have been made unless expressed in writing and signed by the
waiving party.
23. COMPLETE AGREEMENT. There are no representations, agreements,
arrangements or understandings, oral or written, between the parties hereto
relating to the subject matter of this Sublease which are not fully expressed in
this Sublease. This Sublease cannot be changed or terminated orally or in any
manner other than by a written agreement executed by both of the parties hereto.
24. SUCCESSOR AND ASSIGNS. The provisions of this Sublease, except as
herein otherwise specifically provided, shall extend to, bind and inure to the
benefit of the parties hereto and their respective personal representatives,
heirs, successors and permitted assigns. In the event of any assignment or
transfer of the leasehold estate under the Main Lease, the transferor or
assignor, as the case may be, shall be and hereby is entirely relieved and freed
of all obligations under this Sublease first thereafter arising.
25. INTERPRETATION. Irrespective of the place of execution or performance,
this Sublease shall be governed by and construed in accordance with the laws of
the State of New York. If any provision of this Sublease or application thereof
to any person or circumstance shall, for any reason and to any extent, be
invalid and unenforceable, the remainder of this Sublease and the application of
that provision to other persons or circumstances shall not be affected but
rather shall be enforced to the extent permitted by law. The section headings in
this Sublease are solely for convenience of reference and shall not affect its
interpretation. This Sublease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Sublease to be drafted. If any words or phrases in this Sublease shall have been
stricken out or otherwise eliminated, whether or not any other words or phrases
have been added, this Sublease shall be construed as if the words or phrases so
stricken out or otherwise eliminated were never included in this Sublease and no
implication or inference shall be drawn from the fact that said words or phrases
were so stricken out or otherwise eliminated. All terms and words used in this
Sublease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender as the context may
require. The word "person" as used in this Sublease shall mean a natural person
or persons, a partnership, a corporation or any other form of business or legal
association or entity.
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26. TERMINATION OF 8TH FLOOR SUBLEASE. At the Subtenant's election, on the
Commencement Date, the Sublease dated as of June 25, 1998 between the parties
hereto shall terminate.
27. BOARD ROOM. Sublessor's executives shall be entitled to use the board
room currently existing in the Subleased Premises for Sublessor's board of
directors' meetings provided that Sublessor gives Subtenant reasonable advance
notice thereof, the board room is otherwise available at such requested time and
Sublessor complies with such rules and regulations governing the use thereof
that Subtenant may promulgate from time to time.
IN WITNESS WHEREOF, Sublessor and Subtenant have hereunto executed this
Sublease as of the day and year first above written.
SUBLESSOR:
GT INTERACTIVE SOFTWARE CORP.
By: /s/ Harry Z. Glantz
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Name: Harry Z. Glantz
Title: Vice President, Human Resources
SUBTENANT:
NETBREEDERS REALTY LLC
By: /s/ Jack Cayle
--------------------------------
Name: Jack Cayle
Title: Vice President
dated and executed on 3/21/00
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