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EXHIBIT 10.13
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made this 31st day of July,
1997 between EQUIFAX INC., a Georgia corporation ("Sublandlord"), and EQUIFAX
SERVICES INC., a Georgia corporation ("Subtenant").
RECITALS
Xxxxxxx X. Xxxx, not in his individual capacity but solely as the
Individual Owner Trustee of Equifax Business Trust No. 1994-A, a Delaware
business trust (the "Prime Landlord"), as lessor, and Sublandlord, as lessee,
entered into that certain Lease Agreement (as the same may be amended, renewed
or extended from time to time, the "Prime Lease"), dated as of March 18, 1994,
for the lease by Sublandlord of that certain property and the two buildings
thereon known as Building One and Building Two, the address of Building One
being 1505 Windward Concourse, and the address of Building Two being 0000
Xxxxxxxx Xxxxxxxxx, according to the current system of numbering, located in
Alpharetta, Xxxxxx County, Georgia, as more particularly described in the Prime
Lease, known generally as the X. X. Xxxxx Technology Center (the "Property").
The buildings located on the Property are herein referred to as the "Buildings."
Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Buildings and related facilities on the
Property.
AGREEMENT
NOW THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and the mutual covenants and obligations set forth in this Sublease,
Sublandlord and Subtenant do hereby agree as follows:
1. Subleased Premises; Good Faith Negotiation for Additional or
Alternative Space in the Buildings. Sublandlord does hereby lease to Subtenant,
and Subtenant leases and rents from Sublandlord:
(a) that portion of the first floor of Building One consisting of
approximately four thousand three hundred six (4,306) rentable (3,680
usable) square feet (as shown outlined and cross-hatched on the floor
plan attached hereto as Exhibit A-1 and incorporated herein by this
reference;
(b) that portion of the second floor of Building One consisting of
approximately five thousand one hundred one (5,101) rentable (4,360
usable) square feet as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A-2 and incorporated herein by this reference;
and
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(c) that portion of the ground floor of Building Two consisting of
approximately three thousand two hundred forty-seven (3,247) rentable
(2,775 usable) square feet as shown outlined and cross-hatched on the
floor plan attached hereto as Exhibit A-3 and incorporated herein by this
reference
(all of such cross-hatched premises shown on Exhibit X-0, Xxxxxxx X-0 and
Exhibit A-3 herein referred to collectively as the "Subleased Premises"). The
Subleased Premises are being leased by Sublandlord to Subtenant "as is" and
Subtenant accepts the Subleased Premises in such condition. Sublandlord shall
not be obligated to construct any demising walls or make any improvements
whatsoever with regard to the Subleased Premises. Subtenant shall make no
alterations within the Subleased Premises without the prior written consent of
Sublandlord, which consent shall not be unreasonably withheld.
Sublandlord and Subtenant acknowledge and agree that Subtenant may, from
time to time, need to obtain additional or alternative space in Building One or
Building Two to conduct Subtenant's operations, and Sublandlord agrees to
negotiate in good faith to determine if such additional or alternative space is
available when requested by Subtenant, as well as the extent and the terms of
any such additional subleased space.
2. Parking; Use of Common Areas and Facilities.
(a) Use of General Parking and Reserved Parking. Subtenant may
use the parking facilities on the Property on a first-come, first-served basis,
so long as Subtenant's use is in compliance with building code requirements.
Certain parking spaces on the Property are marked "Reserved" and shall not be
available for use by Subtenant, except that Subtenant's individual employees may
qualify for use of such reserved parking spaces under the same procedures and
years of service requirements as are applicable to Sublandlord, receiving credit
for years of service with Sublandlord immediately prior to the date of this
Sublease.
(b) Use of Related Facilities and Services. Subtenant is
granted a license to use, on a non-exclusive basis, the common areas used as
such by Sublandlord, conference rooms, training rooms, cafeteria facilities and
mailroom facilities in the Buildings, as more specifically described in Exhibit
B attached hereto and incorporated herein by this reference. Subtenant shall
have access to the equipment rooms denoted in item six of Exhibit B hereto, at
any reasonable time, for the purposes of maintaining the existing equipment
owned by Subtenant located therein, as well as for the purpose of adding any
additional equipment permitted hereunder that Subtenant determines is necessary
to operate its business on the Subleased Premises, provided that Subtenant's use
of the equipment rooms shall not interfere with Sublandlord's use of such
equipment rooms. No additional equipment shall be installed in the Subleased
Premises without Sublandlord's prior written approval, such approval not to be
unreasonably withheld. Conference rooms and training rooms shall be scheduled on
an availability basis in
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accordance with Sublandlord's reservation procedures. Subtenant shall pay its
pro rata share of overhead allocable to such areas as Additional Rent as set
forth below. Subtenant's mail may be delivered to the Sublandlord's mail room
and shall be delivered to one location within the Subleased Premises (i.e.,
Sublandlord shall have no responsibility for delivering Subtenant's mail
directly to individual addressees).
3. Term. The term of this Sublease ("Sublease Term") as to the
Subleased Premises located in Building One shall be for five (5) years,
commencing at 5:00 p.m. on the 31st day of July, 1997 and expiring at 12:00
midnight on July 30, 2002, unless the Prime Lease or this Sublease is sooner
terminated in accordance with the terms and conditions set forth therein or
herein. The Sublease Term as to the Subleased Premises located in Building Two
shall be for the period commencing at 5:00 p.m. on the 31st day of July, 1997
and expiring at 12:00 midnight on October 1, 1997, unless the Prime Lease or
this Sublease is sooner terminated in accordance with the terms and conditions
set forth therein or herein. Subtenant has no options to renew or extend the
Sublease Term as to any of the Subleased Premises.
4. Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent")
of Ninety-Two Thousand Four Hundred Seventy and 81/100 Dollars ($92,470.81) per
annum. The Base Rent shall be payable by Subtenant to Sublandlord in advance in
twelve equal monthly installments of Seven Thousand Seven Hundred Five and
90/100 Dollars ($7,705.90) each, which are due and payable on or before the
first day of each calendar month during the Sublease Term with appropriate
prorations for partial months. As additional Base Rent for the Subleased
Premises located in Building Two, with both the August 1, 1997 and September 1,
1997 payments, Subtenant shall also pay to Sublandlord Two Thousand Six Hundred
Fifty-Nine and 83/100 Dollars ($2,659.83).
5. Additional Rent.
(a) Subtenant agrees to pay Sublandlord throughout the Sublease
Term, as "Additional Rent" hereunder, for Subtenant's Share of the annual
Operating Expenses (as defined below). The Additional Rent shall be payable in
advance in twelve equal monthly installments on the same date and in the same
manner as Rent is payable hereunder. For any partial period to which an
Operating Expense is allocable but this Sublease is not in effect (by way of
illustration only, annual insurance premiums for coverage expiring after
termination of the Sublease Term), Subtenant's Share for such period shall be
subject to a pro rata adjustment based upon the number of days prior to the
expiration of the Sublease Term. The amount of monthly Additional Rent is
determined by Sublandlord on an annual basis. The annual Additional Rent amounts
for the period ending December 31, 1997 is attached hereto as Exhibit C. The
amount of Additional Rent shall be reviewed by Sublandlord and adjusted
annually. There shall be no adjustments for prior years; provided, however, that
any Operating Expenses in addition to the amounts used as a basis for such
calculated payment of Additional Rent for the
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previous year shall be passed on to Subtenant through the calculation of
Additional Rent payments for the next calendar year.
(b) The term "Subtenant's Share" shall mean the amounts of
Operating Expenses allocable to the Subleased Premises determined by historical
allocation of the Sublandlord with respect to the Operating Expenses for the
entire Property. If Subtenant does not occupy the Subleased Premises for the
entire full calendar year in which the Sublease Term commences or ends,
Subtenant's Share of Operating Expenses for the applicable calendar year shall
be appropriately prorated for the partial year during which Subtenant occupied
the Subleased Premises, based on the number of days Subtenant has occupied the
Subleased Premises during that year.
(c) "Operating Expenses" shall be all those expenses of
operating, servicing, managing, maintaining and repairing the Property,
Buildings, all parking areas and related common areas in a manner deemed by
Sublandlord reasonable and appropriate and in a manner consistent with
first-class office buildings in suburban Atlanta, Georgia. All Operating
Expenses shall be as actually incurred by Sublandlord. Subtenant may have
reasonable access to Sublandlord's records in order to audit or otherwise verify
Subtenant's Share of such expenses. Operating Expenses shall include, without
limitation, the following:
(1) All taxes and assessments, whether general or
special, applicable to the Property and the Buildings, which shall
include real and personal property ad valorem taxes, and any and all
reasonable costs and expenses incurred by Sublandlord in seeking a
reduction of any such taxes and assessments. However, Subtenant shall not
be obligated for taxes on the net income to Sublandlord for the sublease
hereunder, unless there is imposed in the future a tax on rental income
on the Buildings in lieu of the real property ad valorem taxes, in which
event such tax shall be deemed an Operating Expense of the Buildings;
(2) Insurance premiums and deductible amounts,
including, without limitation, for commercial general liability, "all
risks" property, rent loss and other coverages carried by Sublandlord on
the Buildings and Property as required by the Prime Lease;
(3) Overhead allocated to operation, repair and
maintenance of the parking areas, common areas, conference rooms,
training rooms, cafeteria facilities (including any subsidization of meal
costs) and mailroom facilities, in accordance with Exhibit B hereto, as
allocated by Sublandlord's cost management system;
(4) All expenses borne by Sublandlord with respect to
the Buildings or the Property pursuant to the Prime Lease;
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(5) All utilities, including, without limitation, water,
electricity, power, heating, lighting, ventilation, sanitary sewer and
air conditioning of the Buildings, but not including those utility
charges actually paid directly by Subtenant, if any;
(6) Landscaping and janitorial and maintenance expenses,
including janitorial services and janitorial supplies and other materials
used in the operation and maintenance of the Buildings, and the cost of
maintenance and service agreements on equipment, window cleaning, grounds
maintenance, pest control, security, trash and snow removal, and other
similar services or agreements;
(7) The costs, including interest, amortized over its
useful life, of any capital improvement made to the Buildings by or on
behalf of Sublandlord after the date of this Sublease which is required
under any governmental law or regulation (or any judicial interpretation
thereof) that was not applicable to the Buildings as of the date of this
Sublease, and of the acquisition and installation of any device or
equipment designed to improve the operating efficiency of any system
within the Buildings;
(8) All services, supplies, repairs, replacements or
other expenses directly and reasonably associated with servicing,
maintaining, managing and operating the Buildings, including, but not
limited to the lobby, vehicular and pedestrian traffic areas and other
common use areas;
(9) Wages and salaries of Sublandlord's employees (not
above the level of building manager) engaged in the maintenance,
operation, repair and services of the Property, including taxes,
insurance and customary fringe benefits;
(10) Reasonable legal and accounting costs;
(11) Costs to maintain and repair the Buildings and
Property;
(12) Security costs unless the cost of that service
contract is already included in Operating Expenses as described above.
(d) Operating Expenses shall not include the cost of long
distance telephone service or any telephone related expense in excess of basic
service (unless Sublandlord obtains such services for all telephones in the
Buildings and pays for the same).
(e) For the utility costs included in Operating Expenses, the
electricity provided to the Subleased Premises shall be on a level suitable for
normal office use, including usual and normal small office machines and similar
equipment currently utilized
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by Subtenant, and lighting of the Subleased Premises to building standard light
levels produced by building standard lighting fixtures (Subtenant being
obligated to pay for replacement of all light bulbs including fluorescent
tubes). Seasonal air conditioning and heating for the Subleased Premises in
Building Two shall be on Monday through Friday inclusive, with holidays observed
by Sublandlord and legal holidays excepted, from 8:00 A.M. to 5:00 P.M. Seasonal
air conditioning and heating for the Subleased Premises in Building One shall be
provided on the same basis and extent as Sublandlord maintains with respect to
the balance of Building One. Subtenant shall install no equipment in the
Subleased Premises, including, but not limited to, non-standard lighting,
electric heaters, air conditioners, data processing and duplicating equipment,
stoves, microwaves, refrigerators and vending machines without Sublandlord's
prior written consent, which consent shall not be unreasonably withheld,
provided that such equipment does not exceed available capacity or electrical
load. Sublandlord shall not be liable for any damages directly or indirectly
resulting from the installation, use, or interruption of use of utilities or the
furnishing of services referred to in this paragraph where such interruption
results from circumstances beyond Sublandlord's reasonable control or from
interruptions made necessary by repairs and maintenance being undertaken by
Sublandlord.
6. Use and Maintenance. Subtenant's use of the Subleased Premises
shall be strictly in accordance with the use provisions of the Prime Lease.
Subtenant's maintenance obligations with respect to the Subleased Premises shall
be the same as Sublandlord's maintenance obligations with respect to the
Property and the Buildings pursuant to the terms of the Prime Lease, except that
Sublandlord and not Subtenant shall be responsible for maintenance of the
exterior and structural portions of the Subleased Premises.
7. Security Protocols, Policies and Procedures. Subtenant
acknowledges and agrees that the Buildings constitute a secure facility and that
sensitive and privileged information is stored within the Buildings. Subtenant
agrees that all personnel of Subtenant and Subtenant's use of the Leased
Premises will be subject to all security protocols, policies and procedures
currently in effect or as may be implemented or established from time to time by
Sublandlord with respect to its own personnel and operations at the Premises,
including background checks, daily identification and clearance procedures, and
other building security measures, as such protocols, policies or procedures may
be changed, replaced, or otherwise modified from time to time.
8. Relationship to Prime Lease. This Sublease and all of Subtenant's
rights hereunder are expressly subject to and subordinate to all of the terms
and conditions of the Prime Lease. Subtenant hereby acknowledges that it has
received a copy of the Prime Lease and all of the instruments incorporated
therein by reference, and has read all of the terms and conditions thereof,
including without limitation the terms and conditions of that certain
Participation Agreement dated as of March 18, 1994 between and among Alphafax
Properties Limited Partnership, Equifax Inc., Equifax Properties, Inc., First
Chicago Leasing Corporation, Equifax Business Trust No. 1994-A, Wilmington Trust
Company, Xxxxxxx X. Xxxx, NationsBank of Georgia, National Association, and
Trust Company
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Bank. Sublandlord shall provide to Subtenant copies of all modifications or
amendments to the Prime Lease or such other instruments which in any manner
affect Subtenant's obligations hereunder. Subtenant hereby agrees to and does
assume all obligations of Sublandlord, as Lessee under the Prime Lease, with
respect to the Subleased Premises. All of the terms and conditions of the Prime
Lease are hereby incorporated into this Sublease by reference as if fully set
forth herein; provided, however, that Subtenant shall have no rights whatsoever
to exercise rights or privileges of Sublandlord pursuant to Articles 12 (lease
renewal), 13 (buyout), 14 (early termination; obsolescence or uneconomic
usefulness termination), 19 (right of first offer) and 21 (rejectable offers),
and except that "Lessor" shall be read as "Sublandlord" and "Lessee" shall be
read as "Subtenant"; and provided, further, however, that Subtenant hereby
acknowledges that Subtenant shall look solely to Sublandlord for the performance
of all the Prime Landlord's obligations under the Prime Lease and that
Sublandlord shall not be obligated with respect to such obligations unless the
same are fulfilled by the Prime Landlord under the Prime Lease.
9. Default. Any act or omission by Subtenant that would constitute a
default under the Prime Lease shall be deemed a default by Subtenant under this
Sublease. In addition, any failure by Subtenant to pay Base Rent when due (and
the continuance of such failure for five (5) days following notice from
Sublandlord to Subtenant) or any failure by Subtenant to perform any other
obligations required under this Sublease (and the continuance of such failure
for five (5) days following notice from Sublandlord to Subtenant) shall be
deemed a default hereunder. Any such default by Subtenant shall entitle
Sublandlord to exercise any and all remedies available to Prime Landlord under
the Prime Lease or any other remedies available at law or in equity under the
laws of the State of Georgia.
10. Quiet Enjoyment. Provided Subtenant has performed its obligations
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord. Sublandlord shall use its reasonable
business judgment in determining when and whether to enforce Prime Landlord's
obligations under the Prime Lease, but if Sublandlord chooses not to pursue an
action to enforce any of Prime Landlord's obligations, Subtenant shall have no
right to any recourse or action or claim against Prime Landlord, Subtenant's
only rights with respect to the Subleased Premises being against the Sublandlord
in accordance with the terms hereof.
11. Insurance and Indemnities. Subtenant hereby agrees to indemnify
and hold Prime Landlord (and any other persons or entities specified under the
Prime Lease) harmless, with regard to Subtenant's leasing and use of Subleased
Premises, to the same extent that the "Lessee" under the Prime Lease is required
to indemnify and hold Prime Landlord or any other persons or entities thereunder
harmless with respect to the Property. Subtenant shall not be required to carry
casualty insurance with respect to the Subleased Premises, which coverage shall
be maintained by Sublandlord as provided in Section 10(a) of the Prime Lease.
Subtenant shall maintain commercial general liability
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and workers' compensation insurance coverage with respect to its operations at
the Subleased Premises, in compliance with the provisions of Sections
10(a)(i)(B) and 10(a)(i)(B) of the Prime Lease, which shall name Prime Landlord
(and any other persons or entities specified in the Prime Lease) and Sublandlord
as additional insureds as their interests may appear and shall otherwise be in
compliance with Article 10 of the Prime Lease. Subtenant hereby agrees to obtain
and provide evidence satisfactory to Sublandlord, on or before the date of this
Sublease, that Subtenant is carrying such insurance in the same amounts and
otherwise in compliance with the Prime Lease as required to be carried by
Sublandlord with regard to the Property. Subtenant shall also maintain adequate
coverage on all of Subtenant's personal property.
12. Casualty and Condemnation; Proceeds; Title Defects. All provisions
of the Prime Lease with respect to casualty loss and condemnation or conveyance
in lieu thereof shall apply with respect to the Subleased Property. Subtenant
acknowledges and agrees that if the Subleased Premises are affected in a
condemnation or conveyance in lieu thereof, Subtenant shall not be entitled to
any of Prime Landlord's or Sublandlord's award. Subtenant further acknowledges
and agrees that if an award is made under any title policy not issued to
Subtenant with respect to a title defect or failure of title to the Property,
Subtenant shall not be entitled to any award thereunder.
13. Subleasing and Assignment. Subtenant shall not and shall have no
right to voluntarily, involuntarily or by operation of law, assign, transfer,
hypothecate or otherwise encumber this Sublease, or any interest herein, and
shall not sublet nor permit the use by others of the Subleased Premises or any
part thereof without first obtaining in each instance Sublandlord's prior
written consent, which consent Sublandlord shall be entitled to withhold in its
sole discretion. Any such assignment, sublease, transfer or hypothecation
without Sublandlord's prior written consent shall be null and void and shall
constitute an immediate event of default under this Sublease. No acceptance by
Sublandlord of any rent or any other sum of money from any assignee, sublessee
or other category of transferee shall release Subtenant from any of its
obligations hereunder or be deemed to constitute Sublandlord's consent to any
assignment, sublease, transfer or hypothecation.
14. No Estate in Land. No estate in land is created hereby, and
Subtenant shall have only a usufruct in the Subleased Premises, not subject to
encumbrance, mortgage, transfer, assignment or other conveyance.
15. Early Termination by Either Party. Sublandlord has the right to
terminate this Sublease with respect to the Subleased Premises in Building One
prior to expiration of the Sublease Term upon not less than nine (9) months
prior written notice to Subtenant. Subtenant has the right to terminate this
Sublease with respect to the Subleased Premises in Building One prior to
expiration of the Sublease Term upon not less than nine (9) months prior written
notice to Sublandlord; provided, however, that notice may not be given during
the first three (3) months of the term hereof (i.e., the earliest effective date
of
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a termination by Subtenant under this paragraph is twelve (12) months from the
date hereof). Such termination shall be effective at midnight on the day which
is the later to occur of the date specified in such notice, or the date which is
nine (9) months from the date such notice is delivered.
16. Holding Over. If Subtenant remains in possession of the Subleased
Premises after expiration of the Sublease Term or earlier termination date
designated pursuant to paragraph 15 above, with Sublandlord's acquiescence and
without any distinct agreement of the parties, then Subtenant by virtue of this
paragraph shall become a tenant from month-to-month at a monthly base rent,
payable in advance, in an amount equal to one and one-half times the amount of
Base Rent payable for the last month of the Sublease Term and otherwise subject
to all of the conditions and covenants of this Sublease (including the
obligation to pay Additional Rent) as though this Sublease had originally been a
month-to-month tenancy. In no event shall there be a renewal of this Sublease by
operation of law, and any such month-to-month tenancy may be terminated by
either Sublandlord or Subtenant by giving thirty (30) days written notice to the
other. Specifically notwithstanding the foregoing, if Subtenant shall remain in
possession of the Subleased Premises as a holdover tenant without the
acquiescence of Sublandlord or otherwise in violation of the terms and
provisions of this Sublease, in addition to any other rights and remedies
available to Sublandlord, Sublandlord shall have the immediate right to reenter
and take possession of the Subleased Premises.
17. Surrender of Subleased Premises. At the expiration or earlier
termination of this Sublease, Subtenant shall surrender the Subleased Premises
(and all keys to the Subleased Premises) to Sublandlord in the condition
required by the Prime Lease. Any property of Subtenant left upon the Subleased
Premises at the termination of this Sublease shall be deemed abandoned by
Subtenant, and Sublandlord may thereafter use or dispose of such property as
Sublandlord sees fit without obligation to Subtenant. Subtenant shall reimburse
Sublandlord on demand for Sublandlord's costs and expenses in removing and
disposing of such property, and Subtenant shall further indemnify and hold
Sublandlord free and harmless from any liability, claim or expense suffered or
incurred by Sublandlord in connection with the removal or disposal of such
property.
18. Subordination. Subject to the terms the Prime Lease, this Sublease
and all rights of Subtenant hereunder are and shall be superior or inferior to
any mortgage, deed to secure debt, deed of trust or other instrument in the
nature thereof which may now or hereafter affect Sublandlord's interest in the
Subleased Premises or Buildings, and to any modifications, renewals,
consolidations, extensions or replacements of any such security instrument, at
the election of the holder thereof. All provisions of the Prime Lease with
respect to subordination, non-disturbance and attornment shall apply to this
Sublease and to Subtenant with respect to any holder of any and all mortgages,
deeds to secure debt, deeds of trust, or other instruments creating a lien or
conveying a security title at any time and from time to time, granted by
Sublandlord or Prime Landlord and affecting or
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encumbering the title of Sublandlord or Prime Landlord to the Property (which
includes the Subleased Premises), the Prime Lease or this Sublease.
19. Estoppel Certificates. In addition to the requirements of Section
22(h)(i) of the Prime Lease, Subtenant shall at any time and from time to time,
upon not less than ten (10) days' prior written notice from Sublandlord,
execute, acknowledge and deliver to Sublandlord, or Sublandlord's designee, a
statement in writing (a) certifying that this Sublease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification), (b)
stating that Subtenant has accepted occupancy of the Subleased Premises, (c)
specifying the dates to which rent, and other amounts due hereunder have been
paid, and (d) certifying that there are no existing defaults on the part of
Sublandlord or Subtenant hereunder and that Subtenant has no defenses or offsets
against the enforcement of this Sublease, to the extent the same is true, or
specifying such defaults, defenses or offsets if any are claimed.
20. Exculpation. Sublandlord's obligations and liability to Subtenant
with respect to this Sublease shall be limited solely to Sublandlord's interest
in the Subleased Premises, and neither Sublandlord, nor any of the
representatives, partners, officers, directors or shareholders of Sublandlord,
shall have any personal liability whatsoever with respect to this Sublease or
Sublandlord's obligations hereunder.
21. Environmental Matters. All warranties and covenants made by
Sublandlord in Article 8(i) of the Prime Lease are hereby made by Subtenant on
its own behalf to and for the benefit of Sublandlord with respect to Subtenant's
possession and occupancy of the Subleased Premises, including without limitation
the all agreements to pay costs and liabilities set forth in Sections 8(i)(C)
and 8(i)(E) of the Prime Lease, and Subtenant shall and hereby does indemnify
Sublandlord for any failure of Subtenant, its agents, employees or invitees to
comply with such covenants and warranties.
22. Indemnification. Unless due solely to the gross negligence or
misconduct of Sublandlord or its agents, neither Sublandlord nor Sublandlord's
agents shall be liable to Subtenant or Subtenant's agents, contractors or
visitors, and Subtenant shall and does hereby indemnify and hold Sublandlord
harmless from and against any and all loss, cost, liability, claim, damage or
expense (including, without limitation, reasonable attorneys' fees, court costs
and costs of investigation) incurred in connection with or arising from (a) any
default by Subtenant in the performance of any of the terms and provisions of
this Sublease on Subtenant's part to be performed; (b) Subtenant's use and
occupancy of the Subleased Premises; or (c) any acts, omissions or-negligence of
Subtenant, its agents, employees and guests in or about the Subleased Premises,
including, without limitation, any breach of security, or loss or
misappropriation of Sublandlord's proprietary or confidential information.
Subtenant, and all those claiming by, through or under Subtenant, shall store
their property in and shall occupy and use the Subleased Premises and all
portions of the Buildings and related improvements to which they are entitled
hereunder solely at their own risk. Subtenant and all those claiming or entering
the
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Subleased Premises by, through or under Subtenant hereby release Sublandlord, to
the full extent permitted by law, from all claims of every kind, including,
without limitation, personal injury, property damage, loss or other damages
occurring by theft or mysterious disappearance, or business interruption, unless
caused by or due to the gross negligence or misconduct of Sublandlord.
23. Notices. Notices by Sublandlord and Subtenant shall be given to
each other in the same manner provided by the Prime Lease:
Sublandlord:
Equifax Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Subtenant:
Equifax Services Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
24. Permitted Sublease under Prime Lease. Subtenant acknowledges and
agrees that Sublandlord is entering into this Sublease as a subletting permitted
without Prime Landlord's prior written consent pursuant to the terms of Section
11(a) of the Prime Lease. Accordingly, Subtenant acknowledges and agrees that
Sublandlord may assign all of Sublandlord's right, title and interest in this
Sublease to Prime Landlord and other parties pursuant to the terms of Section
11(a) of the Prime Lease. Subtenant further represents and warrants that
Subtenant is not a "Tax-Exempt Entity" as defined in Section 11(a)(iv) of the
Prime Lease.
25. Brokers. Each party represents to the other that it has not dealt
with any real estate broker, sales person or finder in connection with this
Sublease. Each party hereby agrees to indemnify and hold the other harmless from
and against any liabilities and claims for commissions and fees due or claimed
to be due by any party claiming to have dealt with the indemnifying party in
connection with this Sublease.
26. Governing Law; Time of Essence; Miscellaneous. This Sublease shall
be governed by the laws of the State of Georgia. Time shall be of the essence
with regard to the terms and provisions of this Sublease. This Sublease
supersedes all prior discussions and agreements between the parties and
incorporates their entire agreement with respect
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to the subject matter hereof and no representations or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect. Any term used in this Sublease which begins with initial capital letters
and is not defined herein shall have the same meaning attributable to that term
in the Prime Lease. No failure of Sublandlord to exercise any power given
Sublandlord hereunder, or to insist upon strict compliance by Subtenant of any
obligation hereunder, and no custom or practice of the parties at variance with
the terms hereof, shall constitute a waiver of Sublandlord's right to demand
exact compliance with the terms hereof. This Sublease may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument. All modifications of this Sublease
must be in writing and signed by the party to be bound. Subtenant shall not
record this Sublease nor any memorandum hereof.
(Signatures Begin on Next Page)
-12-
13
[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 1505 and 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx]
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, the day and year first above written.
SUBLANDLORD:
EQUIFAX INC., A GEORGIA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
Attest: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------
Title: Assistant Secretary
--------------------------------
[CORPORATE SEAL]
(Signatures Continued on Next Page)
14
[Signature Page to Sublease Agreement between Equifax Inc. as Sublandlord and
Equifax Services Inc. as Subtenant for premises at 1505 and 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx]
SUBTENANT:
EQUIFAX SERVICES INC., a Georgia
corporation
By: /s/ J. Xxxxxxx xx Xxxxx
---------------------------------
Name: J. Xxxxxxx xx Xxxxx
------------------------------
Title: General Counsel
-----------------------------
Attest: /s/ Xxxx X. XxXxxxxx
----------------------------
Name: Xxxx X. XxXxxxxx
------------------------------
Title: Assistant Secretary
-----------------------------
[CORPORATE SEAL]