SUBLEASE
--------
-between-
NORTHSTAR PARTNERSHIP, L.P.
as
Landlord
-and-
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP.
as
Tenant
-of-
Premises located on the 16th floor
-at-
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
SUBLEASE
This SUBLEASE, is entered into as of the 7th day of November,
2005 (this "Sublease"), between NORTHSTAR PARTNERSHIP, L.P., a Delaware limited
partnership, having an office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(hereinafter called "Landlord"), and NORTHSTAR REALTY FINANCE LIMITED
PARTNERSHIP, a Delaware limited partnership, having an office at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Tenant").
W I T N E S S E T H:
--------------------
WHEREAS, by that certain Agreement of Lease, dated as of
September 16, 1997 (the "▇▇▇▇▇▇▇▇▇"), CSTONE-527 MADISON, INC. ("Overlandlord")
leased to NorthStar Capital Partners, LLC ("Original Tenant") certain space in
the office building known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the
"Building");
WHEREAS, Landlord, as successor-in-interest by assignment to
Original Tenant, is the current holder of the leasehold estate created by the
▇▇▇▇▇▇▇▇▇; and
WHEREAS, a copy of the ▇▇▇▇▇▇▇▇▇ has been delivered to Tenant,
receipt of which is hereby acknowledged.
NOW, THEREFORE, the parties hereto, for themselves, their
successors and assigns, hereby covenant and agree as follows:
LEASING OF PREMISES
-------------------
1. Landlord hereby subleases to Tenant and Tenant hereby hires
from Landlord for the term hereinafter stated, for the rent hereinafter reserved
and upon and subject to the covenants, agreements, terms, conditions,
limitations, exceptions and reservations of this Sublease, seven (7)
workstations designated by Landlord within its demised premises on the 16th
floor of the Building (the "Premises"). Tenant shall also have the right to use
the kitchen and any roof antenna (to the extent the same has been installed by
Landlord) in common with Landlord. Initial capitalized terms used herein and not
defined shall have the meanings set forth therefor in the ▇▇▇▇▇▇▇▇▇.
TERM
----
2. The term of this Sublease (the "Term") shall commence on
November 1, 2005 (the "Commencement Date"), provided, however, that the sublease
Commencement Date and Tenant's obligations hereunder shall be subject to
Landlord's obtaining a fully executed copy of the written approval of
Overlandlord to this Sublease
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(the "Overlandlord Consent"). The Term shall expire at midnight on October 31,
2006 (the "Expiration Date"), unless sooner terminated by either party on sixty
(60) days' prior written notice to the other party, pursuant to any term or
provision hereof or pursuant to law.
RENT
----
3. (a) Tenant hereby agrees to pay to Landlord monthly base
rent (the "Fixed Rent") for the Premises for the entire Term at the rate of Four
Thousand Two Hundred Eighty-Five Dollars and 86/100 Cents ($4,285.86) per
workstation, payable in equal monthly installments of Thirty Thousand One
Dollars and 00/100 Cents ($30,001.00). Tenant shall have the right to decrease
the number of workstations in the Premises on thirty (30) days' prior written
notice to Landlord, and Fixed Rent will be proportionately decreased by Four
Thousand Two Hundred Eighty-Five Dollars and 86/100 Cents ($4,285.86) per
workstation per month. If Tenant desires to increase the number of workstations
in the Premises, then Tenant shall deliver a written notice to Landlord
requesting such additional workstations. If Landlord can reasonably accommodate
Tenant's request, then Fixed Rent will be proportionately increased by Four
Thousand Two Hundred Eighty-Five Dollars and 86/100 Cents ($4,285.86) per
workstation per month.
(b) Fixed Rent shall be payable in advance no later than
the first day of each calendar month as required herein. The Fixed Rent and all
additional rent and other charges herein reserved or payable (collectively
"Additional Rent") shall be paid to Landlord, without any setoff or deduction,
at its principal offices located at the Building, or at such other place as
Landlord may from time to time designate, in lawful money of the United States
of America, as and when the same shall become due and payable in accordance with
the terms hereof.
LEASEHOLD IMPROVEMENTS
----------------------
4. (a) The Premises are being leased to Tenant in "as-is"
condition. The taking of possession of the Premises by Tenant shall be deemed
conclusive acceptance of the Premises in the condition required by this
Sublease. Landlord agrees not to unreasonably withhold or delay its consent to
alterations. Landlord shall use reasonable efforts to assist Tenant in obtaining
the consent of Overlandlord to such alterations, if required. Tenant shall
provide to Landlord, with each request for consent to any such alteration,
complete plans and specifications regarding same ("Plans"). The Plans shall (i)
be prepared and signed by an architect or engineer, registered in the State of
New York, selected and paid for by Tenant and reasonably acceptable to Landlord
and Overlandlord, and by registered electrical, mechanical and structural
engineers where applicable, registered in the State of New York, selected and
paid for by Tenant and reasonably acceptable to Landlord and
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Overlandlord and (ii) be in such form and substance as are approvable by all
governmental authorities whose approval is required. Landlord agrees that it
will respond to any such request for consent to any such alterations within ten
(10) days following receipt of Overlandlord's consent to the subject
alterations. If any alterations are made without the prior written consent of
Landlord or Overlandlord, Landlord shall have the right to remove and correct
such alterations and restore the Premises to their condition immediately prior
thereto, and Tenant shall be liable for all expenses incurred by Landlord in
connection therewith and shall promptly reimburse Landlord for any such
expenditures made by Landlord. "Alterations" shall in no event be deemed to
include personal property such as free-standing, removable objects including,
but not limited to, bookcases, secretarial stations, desks, furniture,
furnishings and equipment.
(b) Any alteration made pursuant to this Paragraph 4 shall
be made or contracted for by Tenant and shall be performed at Tenant's sole cost
and expense. Tenant agrees to indemnify and hold Landlord harmless from and
against any and all claims that may be made against Landlord arising out of or
in connection with any alteration; provided, however, Landlord shall not be
indemnified against claims which are the result of the gross negligence or
willful misconduct of Landlord.
(c) All alterations made in, to or about the Premises at
any time shall become the property of Landlord and shall remain upon and be
surrendered with the Premises. All of Tenant's property remaining in the
Premises at the expiration or termination of the term of this Sublease shall be
deemed abandoned and may, at the election of Landlord, either be retained as
Landlord's property or be removed from the Premises by Landlord at Tenant's sole
cost and expense.
(d) Tenant agrees to (i) file with appropriate public
agencies, to the extent required by law, plans related to any alteration, (ii)
obtain all licenses and permits pertinent thereto and (iii) comply with all
present and future applicable laws, ordinances, regulations and requirements in
connection therewith.
(e) No contractor or subcontractor employed by Tenant or
its contractor is authorized to perform any work in the Premises for the account
of or at the expense of Landlord. Tenant shall not permit any mechanics',
materialmen's or other liens to be placed on the Premises, caused by, or
resulting from work caused to be performed by Tenant. Should any such lien be
filed, Tenant shall cause such lien to be discharged of record by bonding or
otherwise within thirty (30) days after the date of filing.
USE OF LEASED PREMISES
----------------------
4. Tenant shall use and occupy the Premises for general office
uses consistent with a first-class office building environment in midtown
Manhattan and for
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no other purpose. Tenant will not use or suffer or permit the use of the
Premises, or any part thereof, in any manner which would violate any provision
of the ▇▇▇▇▇▇▇▇▇.
SERVICES; ELECTRICITY
---------------------
5. (a) Except as otherwise specifically provided in this
Sublease, Tenant acknowledges that Landlord will not furnish, and shall not be
required to furnish, Tenant any facilities or services of any kind whatsoever,
including but not limited to, elevator service, heat or air conditioning,
cleaning, window cleaning, and hot and cold water, and Tenant shall look to the
Overlandlord for the furnishing of such services to the extent they are required
to be furnished to the Premises pursuant to the ▇▇▇▇▇▇▇▇▇.
(b) Landlord shall not be liable in any way to Tenant for
any failure, inadequacy or defect in the character or supply of any facility or
service to the Premises.
(c) If the Overlandlord shall discontinue furnishing any
such facilities or services aforesaid to the Premises, Tenant may exercise all
rights granted to Landlord, as tenant under the ▇▇▇▇▇▇▇▇▇, for the purpose of
obtaining such facilities or services to the Premises, but without any cost or
expense to, or liability of, Landlord.
(d) If the Overlandlord shall be entitled to any payment
or remuneration by reason of additional services provided at the request of
Tenant but shall ▇▇▇▇ Landlord therefor, Tenant shall pay the same within ten
(10) days of demand therefor by Landlord and such payment or remuneration shall
be considered Additional Rent hereunder. Tenant and Landlord shall cooperate in
causing Overlandlord to ▇▇▇▇ Tenant directly for all such additional services
provided at the request of Tenant.
(e) Electricity is currently furnished to Landlord's
premises in accordance with Article 4 of the ▇▇▇▇▇▇▇▇▇. Fixed Rent shall include
all charges payable by Tenant on account of electricity consumed by Tenant in
the Premises during the Term, and so long as Tenant pays Fixed Rent, Tenant
shall have no further liability with respect to electricity charges. To the
extent there is a material increase in Tenant's electricity consumption,
Landlord shall have the right to request a reasonable increase in Fixed Rent to
pay for such increased consumption. Landlord shall not be liable or responsible
to Tenant for any loss, damage or expense that Tenant sustains or incurs if
either the quantity or character of electric service is changed or interrupted
or is no longer available or suitable for Tenant's requirements unless due to
the gross negligence or willful misconduct of Landlord.
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(f) Landlord shall provide or cause to be provided to
Tenant secretarial services consistent with current secretarial services during
the entire Term at no additional cost to Tenant.
▇▇▇▇▇▇▇▇▇
---------
6. (a) Except as provided in Paragraph 6(b) herein, this
Sublease is subject to, and Tenant accepts this Sublease subject to, all the
terms, covenants, provisions, conditions and agreements contained in the
▇▇▇▇▇▇▇▇▇ and the matters to which the ▇▇▇▇▇▇▇▇▇ is subject and subordinate, all
of which are made a part of this Sublease as though fully set forth herein, and
the term "Landlord" or "Lessor" in the ▇▇▇▇▇▇▇▇▇ shall refer to Landlord
hereunder, the term "Tenant" or "Lessee" in the ▇▇▇▇▇▇▇▇▇ shall refer to Tenant
hereunder, the term "fixed annual rent" shall refer to Fixed Rent hereunder, the
term "Additional Rent" shall refer to Additional Rent hereunder and references
to the "demised premises" in the ▇▇▇▇▇▇▇▇▇ or "Landlord's premises" herein shall
refer to the Premises hereunder, all to the extent that the same are applicable.
With respect to Article 11 of the ▇▇▇▇▇▇▇▇▇, references to the "prior consent of
Landlord" shall require the prior consent of both Landlord and Overlandlord.
This Sublease shall also be subject to, and Tenant accepts this Sublease also
subject to, any amendments and supplements to the ▇▇▇▇▇▇▇▇▇ hereafter made
between the Overlandlord and Landlord provided the same do not limit the rights
or expand the obligations of Tenant hereunder in any material respect. Tenant
covenants and agrees (i) to perform, observe and be bound by each and every
covenant, condition and provision of the ▇▇▇▇▇▇▇▇▇ (including the Rules and
Regulations set forth on Exhibit D attached thereto), except as provided in
Paragraph 6(b) herein, and (ii) that Tenant will not do or cause to be done or
suffer or permit any act or thing to be done which would or might cause the
▇▇▇▇▇▇▇▇▇ or the rights of Landlord as tenant thereunder to be cancelled,
terminated or forfeited or make Landlord liable for any damages, claim or
penalty.
(b) Notwithstanding Paragraph 6(a) above, the following
provisions of the ▇▇▇▇▇▇▇▇▇ are expressly excluded from incorporation herein:
the definition of "Term", Section 1.01, the references to "Tenant's Tax
Payments" and "Tenant's Expense Payments" in Sections 1.02 and 1.03, the proviso
at the end of the first sentence in Section 1.03, Sections 1.05, 2.01, the
remainder of Section 2.02(a) beginning "and shall permit Tenant to credit
against the fixed annual rent next due hereunder one-half of the costs incurred
by Tenant to install Class E devices with respect to the demised premises...",
Article 3 (except Section 3.03), Section 4.02, the first paragraph of Section
6.01, Sections 24.01, 31.01, Articles 42, 43, 44, 45, 46, 47 and 48, and
Schedules A and E.
(c) Landlord agrees that, during the term of this
Sublease, Landlord will observe and be bound by the terms and conditions of the
▇▇▇▇▇▇▇▇▇ (except to the extent that any failure of performance on Landlord's
part shall have
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resulted, directly or indirectly, from any default by Tenant hereunder and
except as otherwise herein expressly provided). Landlord hereby represents to
Tenant that the ▇▇▇▇▇▇▇▇▇ is in full force and effect as of the date hereof and
that Landlord has not received any notice of default from Overlandlord which
remains uncured.
(d) Tenant shall be entitled to the services and repairs
that Overlandlord is and may be obligated to furnish or make in or to the
Premises pursuant to the terms of the ▇▇▇▇▇▇▇▇▇. Landlord shall in no event be
liable to Tenant, nor shall the obligations of Tenant hereunder be impaired or
the performance thereof excused, because of any failure or delay on
Overlandlord's part in furnishing such services or in making such repairs. If
Overlandlord shall default in any of its obligations to Landlord with respect to
the Premises, Tenant shall be entitled to participate with Landlord in the
enforcement of Landlord's rights against the Overlandlord, but Landlord shall
not be obligated to bring any action or proceeding or to take any steps to
enforce Landlord's rights against Overlandlord. If, following the making by
Tenant of any demand of Overlandlord to enforce such rights (and the expiration
of any applicable grace period granted to Overlandlord under the ▇▇▇▇▇▇▇▇▇),
Overlandlord shall fail to perform its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant
shall have the right to take such action in its own name and, for that purpose
and only to such extent, all of the rights of Landlord under the ▇▇▇▇▇▇▇▇▇
hereby are conferred upon and assigned to Tenant, and Tenant hereby is
subrogated to such rights to the extent that the same shall apply to the
Premises. If any such action against Overlandlord in Tenant's name be barred by
reason of lack of privity, nonassignability or otherwise, Landlord agrees that
Tenant may take such action in Landlord's name, and Landlord agrees to cooperate
with Tenant in connection therewith, provided the taking of such action is
without cost and expense to Landlord. Tenant shall indemnify and hold Landlord
harmless against all liability, loss, damage or expense which Landlord may incur
or suffer by reason of any action Tenant may take under this Paragraph 6.
(e) In the event of any default that is not cured in the
applicable grace period after notice thereof is given, Landlord shall have the
same rights and remedies against Tenant as are available to Overlandlord against
Landlord under the provisions of the ▇▇▇▇▇▇▇▇▇ as well as the right to enter the
Premises and cure the same at the sole cost and expense of Tenant.
(f) In accordance with Article 11 of the ▇▇▇▇▇▇▇▇▇, this
Sublease is expressly subject to all of the obligations of Landlord as the
tenant under the ▇▇▇▇▇▇▇▇▇ and this Sublease shall not be assigned, encumbered
or otherwise transferred or the Premises further sublet by Tenant in whole or in
part, or any part thereof suffered or permitted by Tenant to be used or occupied
by others without the prior written consent of Overlandlord in each instance. In
accordance with Article 25 of the ▇▇▇▇▇▇▇▇▇, this Sublease is subject and
subordinate to the ▇▇▇▇▇▇▇▇▇ and to the matters to which the ▇▇▇▇▇▇▇▇▇ is or
shall be subordinate, and in the event of the termination
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of the ▇▇▇▇▇▇▇▇▇, or the re-entry or dispossession of Landlord by Overlandlord
under the ▇▇▇▇▇▇▇▇▇, Tenant shall, at Overlandlord's option, attorn to
Overlandlord as its sublessor pursuant to the then applicable terms of this
Sublease for the remaining Term hereof, except that Overlandlord shall not be
(i) liable for any previous act or omission of Landlord as sublessor hereunder,
(ii) subject to any offset which theretofore accrued to Tenant against Landlord
or (iii) bound by any previous modification of this Sublease not consented to in
writing by Overlandlord or by any previous payment of rent more than one month
in advance.
END OF TERM; HOLDOVER
---------------------
7. At the expiration of the Term or the earlier termination
of this Sublease, Tenant shall thereupon restore the Premises to the condition
as existed as of the date of this Sublease, and shall surrender and deliver up
the Premises in good condition and repair, reasonable wear and tear and damage
by fire or other casualty and condemnation excepted. If the Premises are not
vacated and surrendered in such condition at such time, Tenant shall indemnify
and hold Landlord harmless from and against any and all claims, losses, expenses
or damages, including, without limitation, reasonable attorneys' fees and
disbursements, arising out of or resulting from any delay by Tenant in so
surrendering the Premises, or any portion thereof, including, without
limitation, any claims made by Overlandlord against Landlord founded upon such
delay.
ACCESS
------
8. At all reasonable times during the Term upon reasonable
prior notice to Tenant (except in the event of an emergency in which event prior
notice shall not be required), Landlord and its employees and representatives,
and Overlandlord and its employees and representatives, shall have the right to
enter the Premises to examine, inspect and protect the Premises and the Building
and to make such alterations and/or repairs as Landlord or Overlandlord may deem
necessary.
DAMAGE OR DESTRUCTION
---------------------
9. (a) If the Premises shall be damaged by fire or other
casualty, Tenant agrees that it shall not be the obligation of Landlord to
repair, restore or rebuild the Premises and Tenant shall look to Overlandlord to
repair, restore or rebuild the same. If, as a result of any such casualty, the
▇▇▇▇▇▇▇▇▇ grants rights to Landlord, Tenant shall be entitled to the exercise of
all such rights as they relate to the Premises, and to all services and repairs
which Overlandlord is and may be obligated to furnish the Premises or Landlord
pursuant to the terms of the ▇▇▇▇▇▇▇▇▇.
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(b) Tenant understands that Landlord will not carry
insurance of any kind on any goods, furniture or furnishings owned by Tenant or
on any fixtures, equipment, improvements, installations or appurtenances owned
and removable by Tenant in accordance with the provisions of this Sublease and
the ▇▇▇▇▇▇▇▇▇ and that Landlord shall not be obligated to repair any damage
thereto or replace same. Landlord and Tenant shall each request that a provision
in any policy maintained by such party against loss by fire or other casualty be
included to the effect that such party's insurer waives its rights of
subrogation against the other for any loss payable thereunder. Where such
provision is obtainable from such insurer only at an additional premium and the
insured party notifies the other party in writing of that fact, such insured
party shall not be obligated to include such provision in such policy unless the
other party notifies the insured party in writing, within ten (10) days after
receiving notice from the insured party, that such other party will pay the
increased cost for inclusion of such provision.
(c) This Paragraph 9 shall be considered an express
agreement governing any case of damage to or destruction of the Building or any
part thereof by fire or other casualty, and Section 227 of the Real Property Law
of the State of New York, and any other law of like import now or hereafter
enacted, shall have no application.
INDEMNITY
---------
10. Tenant shall indemnify and save harmless Landlord and its
directors, officers, agents, employees and representatives from and against all
liability (statutory or otherwise), claims, suits, demands, damages, judgments,
costs, interest and expenses (including counsel fees and disbursements incurred
in the defense thereof) (collectively, "Claims") to which Landlord or any of its
directors, officers, agents, employees or representatives may be subject to or
suffer by reason of any claim for, any injury to or death of any person or
persons or damage to property (including any loss of use thereof) or otherwise
arising from the use or occupancy of the Premises or of any business conducted
therein, or from any work or thing whatsoever done or any condition created by
or any other act or omission of Tenant, its assignees or subtenants, or their
respective directors, officers, agents, contractors, visitors or licensees, in
or about the Premises or any other part of the Building; provided, however,
Landlord and its directors, officers, agents, employees and representatives
shall not be indemnified against Claims which are the result of the gross
negligence or willful misconduct of Landlord.
QUIET ENJOYMENT
---------------
11. Landlord represents, warrants and covenants that it has
the right to make this Sublease and that so long as this Sublease is in force
and effect, Tenant shall, during the term of this Sublease and subject to the
provisions of this Sublease,
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quietly occupy and enjoy the Premises without hindrance by Landlord, its
successors and assigns, or any other party claiming by, through or under
Landlord; provided, however, that this covenant and any and all other covenants
and agreements of Landlord herein shall be binding upon Landlord only during its
ownership of the leasehold estate created by the ▇▇▇▇▇▇▇▇▇ and upon each of
Landlord's successors and assigns only during their respective periods of
ownership of Landlord's interests hereunder.
NOTICE
------
12. (a) Any notice, request or demand permitted or required
to be given by the terms and provisions of this Sublease or by any law or
governmental regulation, either by Landlord to Tenant or by Tenant to Landlord,
shall be in writing. Unless otherwise required by such law or regulation, such
notice, request or demand shall be personally delivered or sent by United States
Postal Service as certified or registered mail with postage thereon prepaid,
return receipt requested or by a nationally recognized overnight courier service
(next business day delivery). Any such notice, request or demand shall be
addressed to Landlord or Tenant, as applicable, as follows:
If to Landlord,
NORTHSTAR PARTNERSHIP, L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
If to Tenant,
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Either party may, by notice as aforesaid, designate a different address or
addresses for notices, requests or demands to it.
(b) All notices shall be effective upon receipt and the
time period in which a response to any such notice must be given shall commence
to run from the date of receipt on the delivery confirmation or the return
receipt of the notice by the addressee or the courier, as the case may be.
Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to be receipt of
the notice sent.
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INUREMENT
---------
13. The covenants, agreements, terms, provisions and
conditions of this Sublease shall bind and inure to the benefit of the
respective permitted successors and assigns of the parties hereto with the same
effect as if mentioned in each instance where a party hereto is named or
referred to. It is understood and agreed that the obligations of Landlord under
this Sublease shall not be binding upon Landlord with respect to any period
subsequent to the transfer of its interest in the ▇▇▇▇▇▇▇▇▇, by operation of law
or otherwise, provided that such transfer contains express language that the
transferee assumes all of Landlord's obligations under this Sublease from and
after the date of such transfer, and that in the event of such transfer or any
subsequent transfer, Tenant agrees to look solely to the transferee of the
Landlord's interest in the ▇▇▇▇▇▇▇▇▇ for the performance of said covenants and
obligations, but only with respect to the period beginning with such transfer
and ending with a subsequent transfer thereof.
CONSENT OF OVERLANDLORD
-----------------------
14. This Sublease is subject to the approval of the
Overlandlord pursuant to the provisions of Article 11 of the ▇▇▇▇▇▇▇▇▇ and the
terms of Section 1 hereof. Following the execution and delivery hereof, Landlord
will promptly submit this Sublease to the Overlandlord for such approval. If the
Overlandlord Consent is not received by Landlord within thirty (30) days after
the date hereof, Landlord shall promptly notify Tenant of that fact, whereupon
either Landlord or Tenant may by written notice given within five (5) days of
Landlord's notice, cancel this Sublease by notice to the other and, if such
approval by the Overlandlord has not been received prior to the cancellation
date specified in such notice, this Sublease and the Term shall terminate and
expire on the cancellation date set forth in said notice as if such date were
the Expiration Date and this Sublease shall be deemed void ab initio. Neither
party shall have any further obligation or liability to the other.
Overlandlord's approval must be reasonably satisfactory in form and substance to
Tenant.
BROKER
------
15. Tenant warrants and represents that Tenant has had no
dealings with any real estate broker, agent or finder in connection with this
transaction, and Tenant agrees to indemnify and to hold Landlord harmless from
any loss, claim or damage Landlord may sustain or incur arising out of any claim
by any broker, agent or finder for fees or commissions in connection with this
Sublease. Landlord warrants and represents that Landlord has had no dealings
with any real estate broker, agent or finder in connection with this
transaction, and Landlord agrees to indemnify and hold Tenant harmless from any
loss, claim or damage Tenant may sustain or incur arising out of any
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claim by any broker, agent or finder for fees or commissions in connection with
this Sublease.
OVERLANDLORD' S NOTICES
-----------------------
16. Any notices Landlord receives from the Overlandlord with
respect to the Premises shall be delivered by Landlord to Tenant within five (5)
business days following receipt.
GENERAL PROVISIONS
------------------
17. (a) The waiver by Landlord of a breach of any covenant,
obligation or condition set forth herein shall not be deemed to be a waiver of
any subsequent breach of the same or of any other covenant, obligation or
condition of this Sublease.
(b) This Sublease shall be governed by and construed in
accordance with the laws of the State of New York.
(c) This Sublease constitutes the entire agreement between
the parties hereto and may not be modified except by a written instrument
executed by both parties hereto.
(d) If any provision of this Sublease is declared invalid
or unenforceable, the remainder of this Sublease shall continue in full force
and effect.
(e) Paragraph headings are used herein solely for the
convenience of reference and are not to be construed as a part of this Sublease.
(f) This Sublease may be executed in one or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.
EXECUTION BY LANDLORD
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18. Until executed by Landlord, this Sublease shall be of no
force or effect, and submission of a copy or copies thereof to Tenant shall not
be deemed to constitute an offer to lease, and the return thereof may be
requested by Landlord at any time.
FURNITURE AND OFFICE EQUIPMENT
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19. Tenant shall have the right, during the Term, to use the
furniture, computers, telephones, copiers, and facsimile machines located in
Landlord's premises
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and set forth on the list annexed hereto as Exhibit B (collectively the
"Furniture") at no additional cost to Tenant. The Furniture is being made
available to Tenant without representation or warranty by Landlord as to their
condition, state of repair or suitability for Tenant's use, or any other matter
related thereto, and Landlord shall have no liability or obligations of any
nature whatsoever to Tenant with respect to the Furniture (including, without
limitation, any obligation to repair, maintain or replace same at any time
during the Term). Tenant agrees to maintain the Furniture in good condition
throughout the Term (subject to ordinary wear and tear and fire and other
casualty). The Furniture shall be and remain the property of Landlord during the
Term. Tenant agrees to carry at Tenant's sole cost and expense fire and casualty
insurance on the Furniture in an amount equal to its replacement value and to
name Landlord as a named insured on such insurance policy. Landlord and Tenant
agree to treat Landlord as the owner of the Furniture for Federal, State and
local income tax purposes. No portion of the Rent due hereunder shall be deemed
for any purpose paid on account of the Furniture.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed
this Sublease as of the day and year first above written.
NORTHSTAR PARTNERSHIP, L.P., a
Delaware limited partnership
By: NORTHSTAR CAPITAL INVESTMENT CORP., a
Maryland corporation, its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
NORTHSTAR REALTY FINANCE
LIMITED PARTNERSHIP, a Delaware
limited partnership
By: NORTHSTAR REALTY
FINANCE CORP., a Maryland
corporation, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer
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