Filed by Bowne Pure Compliance



 






Exhibit
10.6




L E A S E




THIS
LEASE is made as of the 3rd day of March 2008, between CBS BROADCASTING INC.,
a New York corporation (“Landlord”), and WESTWOOD ONE, INC., a Delaware corporation
(“Tenant”).



RECITALS




WHEREAS, CBS Radio Inc., formerly known as Infinity Broadcasting Corporation (“CBS
Radio”), an affiliate of Landlord, and Tenant previously entered into a Technical Services
Agreement, dated as of March 30, 1999 (the “Existing TSA”), for the provision of CBS
Radio’s facilities and employees to originate and distribute programming, including day-of-air
operation services, and commercial continuity services in support of the gathering, editing,
assembly and production of programming; and



WHEREAS, CBS Radio and Tenant desire to modify their existing business relationship by
terminating or amending and restating certain agreements (including the Existing TSA), documenting
certain existing practices between the parties and entering into new agreements (the “New
Transaction Documents”, as more particularly described in the Master Agreement, dated as of
October 2, 2007 (the “Master Agreement”), and the Amended and Restated Technical Services
Agreement, dated as of the date hereof (the “TSA”)), including, without limitation, the
leasing by Landlord to Tenant of certain premises in the building owned by Landlord located at 524
West 57th Street, New York, New York, known as the CBS Broadcast Center (the “524
West 57th Street Building”) in accordance with the terms set forth in this Lease.



NOW, THEREFORE, as contemplated by the Master Agreement and the TSA and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:



1. PREMISES:




(a) For and in consideration of the payment by Tenant of the rent hereinafter reserved and the
performance by Tenant of the covenants and agreements hereinafter agreed to be performed by it,
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, throughout the term
hereof, upon and subject to the terms, covenants and conditions set forth herein, (i) exclusive use
of the portion of the Building (as defined below) described on Exhibit “A” attached hereto
(the “Premises”), (ii) non-exclusive use, along with Landlord, of that portion of the
Building known as office #1E44 (the “Master Control Room”) and (iii) non-exclusive use of
the Common Areas. The “Common Areas” shall mean those portions of the Building that,
consistent with Past Practice (as defined in the TSA), are not exclusively leased or allocated to
any one tenant or user (including Landlord), including common entrances, lobbies, hallways,
walkways, restrooms, elevators, elevator lobbies, stairways, access ways, ramps, passage ways,
loading docks, trash areas and sidewalks, but expressly excluding the roof of the Building.
Landlord shall have the right at any time during the term to change the Common Areas, provided that
such change does not unreasonably interrupt the services being provided to Tenant pursuant to the
TSA or otherwise materially adversely affect Tenant’s access to or use of the Premises, the Master
Control Room, the Rooftop Equipment (as defined below) or the Leased Equipment (as defined below).


 


 









 





(b) In addition, in consideration of the Base Rent (as defined below) payable by Tenant under
Section 3(a), Tenant shall have the right, throughout the term hereof, to use that certain
equipment owned by Landlord and located in the Master Control Room, listed on Exhibit “B”
attached hereto and any and all additions thereto and replacements and substitutions thereof made
by Landlord (the “Leased Equipment”). Tenant shall have the right to terminate its lease
of the Leased Equipment at any time during the term hereof upon providing Landlord with no less
than sixty (60) days prior written notice (it being understood that such termination shall not
affect Tenant’s obligation to pay Base Rent in accordance with Section 3(a)).



2. TERM; TERMINATION:




(a) The term of this Lease (the “Term”) shall commence on the date hereof (the
“Commencement Date”) and shall expire on March 31, 2017 unless Tenant’s right to use and
occupy the Premises is either earlier terminated or extended pursuant to and in accordance with the
terms of this Lease, the Master Agreement and the TSA (March 31, 2017, or such earlier or later
date to which Tenant’s right to use and occupy the Premises shall have been accelerated or
extended, as applicable, the “Expiration Date”). Tenant shall have no right to extend the
term of this Lease beyond the Expiration Date.



(b) This Lease may be terminated prior to March 31, 2017 (i) by mutual written consent of
Landlord and Tenant or (ii) pursuant to the provisions of Section 2(c), 11, 12, 14 or 15(b) of this
Lease.



(c) Notwithstanding the foregoing, (i) this Lease shall automatically terminate (subject to
the last sentence of this Section 2(c)) in the event of a termination of the Master Agreement, the
expiration or termination of the News Agreement (as such term is defined in the TSA) or the
expiration or termination of the TSA, subject to the Transition Rights (as defined below), in each
case, pursuant to the applicable termination provisions thereof, provided that, in the event that
(x) such automatic termination is the result of the termination or expiration of the News
Agreement, Tenant shall have a one (1)-year transition period from the date of such automatic
termination to quit and surrender to Landlord the Premises, or (y) such automatic termination is
the result of a termination by CBS Radio of the Master Agreement pursuant to Section 27(a)(ii)
through (v) or Section 27(b) thereof, Tenant shall have a six (6)-month transition period from the
date of such automatic termination to quit and surrender to Landlord the Premises; and (ii) this
Lease may be terminated by Landlord if any person or entity engaged in the radio network business,
whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an
agreement to acquire more than fifty percent (50%) of the equity or voting interests of Tenant, all
or substantially all of the assets of Tenant or all or substantially all of the assets comprising
any significant business unit or division of Tenant, in each case, in a single transaction or
series of related transactions, provided that in such case Tenant shall have a one (1)-year
transition period from the date of such termination to quit and surrender to Landlord the Premises.
Notwithstanding the foregoing, if the TSA is terminated, this Lease shall terminate at the end of
the transition periods that are the subject of the Monetary Breach Transition Right, Breach
Transition Right, Natural Expiration Transition Right or Short Term Transition Right, as applicable
(each as set forth in Section 5 of the TSA and, collectively, the “Transition Rights”). Landlord
and Tenant agree that, during any of the transition periods herein provided, Tenant shall have the
right to continue its use of the Leased Equipment and
Rooftop Equipment in accordance with the provisions of this Lease (including, without
limitation, all obligations of Tenant hereunder, which obligations shall continue to apply to
Tenant until the expiration of such applicable transition period).


 


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3. RENT:




(a) Tenant shall pay to Landlord base rent (the “Base Rent”) during the Term in the
following amounts:



	 	 	 	 	 	 	 	 	 
	Time Period	 	Annual Rent Amount ($)	 	Monthly Rent Amount ($)
	 
	 	 	 	 	 	 	 	 
	Commencement Date to
One-Year Anniversary
	 	 	474,000.00	 	 	 	39,500.00	 
	One-Year Anniversary
to Two-Year
Anniversary
	 	 	490,400.40	 	 	 	40,866.70	 
	Two-Year Anniversary
to Three-Year
Anniversary
	 	 	656,779.77	 	 	 	54,731.65	 
	Three-Year Anniversary
to Four-Year
Anniversary
	 	 	679,438.68	 	 	 	56,619.89	 
	Four-Year Anniversary
to Five-Year
Anniversary
	 	 	700,705.11	 	 	 	58,392.09	 
	Five-Year Anniversary
to Six-Year
Anniversary
	 	 	723,057.60	 	 	 	60,254.80	 
	Six-Year Anniversary
to Seven-Year
Anniversary
	 	 	746,123.14	 	 	 	62,176.93	 
	Seven-Year Anniversary
to Eight-Year
Anniversary
	 	 	769,924.46	 	 	 	64,160.37	 
	Eight-Year Anniversary
to Nine-Year
Anniversary
	 	 	794,485.05	 	 	 	66,207.09	 
	Nine-Year Anniversary
to Ten-Year
Anniversary
	 	 	819,829.13	 	 	 	68,319.09	 






(b) Any additional sum Tenant is required to pay to Landlord under the terms of this Lease
shall be deemed “Additional Rent.” Base Rent and Additional Rent shall be referred to
together as “Rent.” Rent for any partial month shall be pro-rated based upon the actual
number of days in such partial month.



(c) All Base Rent shall be payable monthly in advance on the first day of each month. All
Additional Rent shall be payable within thirty (30) days of Tenant’s receipt of an invoice
therefor, unless otherwise provided herein. All Rent shall be delivered to Landlord at 524 West
57th Street, New York, NY 10019, Attention: Director of General Accounting.



(d) If any Rent shall not be paid within fifteen (15) days after the same is due, in addition
to, and without waiving or releasing any other rights or remedies of Landlord, a late charge of
five percent (5%) per annum of the amount of such delinquent Rent shall become immediately due and
payable to Landlord as liquidated damages.


 


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4. CONDITION:



Tenant is currently in possession of the Premises and the Leased Equipment and is fully
familiar with the condition thereof. Tenant shall accept possession of the Premises and the Leased
Equipment in their current “AS IS” condition without any representation or warranty as
to condition and without any obligation on the part of Landlord to prepare the Premises or the
Leased Equipment for Tenant’s occupancy or use. Tenant acknowledges that no additional demising
walls, partition walls or other improvements shall be installed by Landlord between the Premises,
on the one hand, and the remainder of the Building including the Common Areas and space in the
Building used and occupied by Landlord and/or CBS Radio, on the other hand; provided that Landlord,
at its option and with notice to Tenant, may install such additional demising walls, partition
walls or other improvements so long as such installations do not unreasonably or adversely affect
Tenant’s use and occupancy of the Premises.



5. USE OF PREMISES; COMPLIANCE WITH LAWS:




(a) Tenant shall use and occupy the Premises for the origination, production and distribution
of programming, general office use and other lawful uses related to such uses consistent with Past
Practice, but for no other purpose (the “Permitted Use”). Landlord acknowledges that
Tenant’s use of the Premises on the date of this Lease is a Permitted Use.



(b) Tenant will use the Premises in compliance with any and all applicable laws statutes,
codes, ordinances, rules, orders and regulations of any municipal or governmental authority
(collectively, the “Laws”), which are applicable to or arise from the conduct of Tenant’s
specific business at the Premises; provided, however, in no event shall Tenant be required to
perform any capital improvements or repairs or to remedy any non-compliance by the Premises with
Laws unless such capital improvements or repairs or remedy are required because of the negligence
or willful misconduct of Tenant or Tenant’s employees or agents.



(c) Tenant agrees to comply with the rules and regulations currently in effect for the
Premises, a copy of which is attached hereto as Exhibit “C” and such modifications thereof
and additions thereto as Landlord may hereafter make, in Landlord’s reasonable discretion, provided
written notice thereof is given to Tenant (the “Rules and Regulations”) and provided that
such modifications do not adversely affect Tenant’s use of the Premises, the Common Areas, the
Leased Equipment or the Master Control Room. Landlord agrees that it will (i) enforce such Rules
and Regulations consistently and equitably in a non-discriminatory manner, and (ii) promptly notify
Tenant in writing of any alleged non-compliance by Tenant with the Rules and Regulations.



(d) Tenant acknowledges that Landlord is a party to collective bargaining agreements
(“CBAs”) with several unions. To the extent that Landlord has any obligations pursuant to
the CBAs which relate to the Premises and informs Tenant of such obligations, Tenant agrees to
comply with said obligations and abide by the CBAs and Landlord agrees to use commercially
reasonable efforts consistent with Past Practice, at Tenant’s cost, to assist Tenant with its
compliance with such obligations.



(e) Landlord acknowledges and agrees that, notwithstanding anything in this Lease to the
contrary, Tenant shall have similar access and use rights in and to the Premises, the Leased
Equipment, the Common Areas (subject to Section 1(a)) and the Master Control Room as Tenant has had
prior to the date hereof consistent with Past Practice and otherwise necessary to operate the
Business (as such term is defined in the Trademark License Agreement which is included in the New
Transaction Documents), and that such access and use is permitted, and a Permitted Use, under this
Lease.


 


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6. ROOF RIGHTS:




(a) In consideration of the Base Rent payable by Tenant under Section 3(a), Tenant shall have
the right to operate and maintain, at Tenant’s sole cost and expense, on the roof of the 524 West
57th Street Building and on the roof of the building located at 530 West 57th
Street, New York, New York 10019 (the “530 West 57th Street Building” and
together with the 524 West 57th Street Building, the “Building”), at such
locations as shown on Exhibit “D” attached hereto, the rooftop equipment described on
Exhibit “E” attached hereto (together with any and all additions thereto and replacements,
substitutions and upgrades thereof, in each case, to the extent permitted hereunder, the
“Rooftop Equipment”). Tenant shall have the right to replace any or all of the Rooftop
Equipment with the same or substantially similar equipment that meets the specifications set forth
in the TSA and is not substantially greater in size than the replaced item(s); provided, however,
such other equipment shall not damage the structural integrity of the Building, shall not involve
any actions which would result in a breach of any applicable roof warranty for the Building, and
shall comply in all respects with all Laws. Any other replacements of the Rooftop Equipment shall
require the prior written consent of Landlord, which consent may be withheld or granted in
Landlord’s sole discretion. When requesting such consent, Tenant shall provide Landlord with all
information reasonably requested by Landlord, including, but not limited to, make and model of such
equipment and detailed plans and specifications for the proposed installation of such equipment.



(b) Tenant shall give Landlord prior written notice of any proposed changes to the Rooftop
Equipment (whether or not such changes require Landlord’s consent). Any installation, removal or
maintenance of the Rooftop Equipment, including the location and installation of all cables in the
Building’s conduits, risers or equipment room, shall be (i) performed by a contractor approved by
Landlord, which approval shall not be unreasonably withheld, (ii) coordinated and scheduled with
Landlord and (iii) performed in a good and workmanlike manner in compliance with all Laws and all
governmental building, electric, communications and safety codes, ordinances, standards,
regulations and requirements now in effect or hereafter promulgated and in a manner that will not
damage the structural integrity of the Building, and (x) shall not result in a breach of any
applicable roof warranty for the Building or (y) be performed in a manner so as to result in
technical interference with the broadcasting and transmissions to and from the Building by
Landlord, Landlord’s affiliates and Landlord’s other licensees and users of the Building.



(c) The Rooftop Equipment shall remain the personal property of Tenant and shall be removed by
Tenant at its own expense at the expiration or earlier termination of this Lease. Tenant shall
repair any damage caused by such removal, including the patching of any holes to match, as closely
as reasonably possible, the color surrounding the area where the equipment and appurtenances were
attached. Tenant shall, throughout the term of this Lease, maintain the Rooftop Equipment in
proper operating condition consistent with Past Practice and, in any event, in accordance with all
Laws. Tenant shall have access to the roof of the Building for the purpose of weekly maintenance
of the Rooftop Equipment and otherwise consistent with Past Practice, and otherwise after
reasonable notice to Landlord or a designated CBS employee.


 


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(d) Tenant shall operate the Rooftop Equipment in compliance with all applicable Laws
(including the laws, requirements and regulations of the Federal Communications
Commission and the Federal Aviation Authority). Landlord shall be responsible for maintaining
all permits necessary for the operation of the Rooftop Equipment (except for any permits that relate
solely to Tenant, which permits shall be Tenant’s sole responsibility to maintain) and shall supply
such permits to Tenant upon request therefor. Any costs incurred pursuant to this Section 6(d)
that relate solely to Tenant’s use of the Rooftop Equipment or the maintenance of any permits in
connection therewith shall be the sole responsibility of Tenant.



(e) Tenant acknowledges that Landlord’s use of the roof for the broadcast and transmittal of
signals for CBS Network Television, as conducted on the Commencement Date or in the future, is
primary, but Landlord acknowledges and agrees that such use by Landlord will continue to allow
Tenant to use the roof consistent with Past Practice. Tenant will not knowingly operate the
Rooftop Equipment in such a manner as to interfere with, electronically or otherwise, Landlord’s
use of the roof for such broadcasting purposes or for the purpose of operating the Building, or
with other users of equipment on the roof of the Building and agrees that, in the event of any such
interference (whether occurring with or without Tenant’s knowledge), upon its knowledge of any such
interference (whether obtained on its own or via notice received), Tenant will promptly modify its
operation of the Rooftop Equipment in a manner that would no longer cause such interference.
Landlord will not knowingly operate any Building rooftop equipment or allow any other user to
operate any Building rooftop equipment in such a manner as to interfere with, electronically or
otherwise, Tenant’s use of the roof and Rooftop Equipment consistent with Past Practice and agrees
that, in the event of any such interference (whether occurring with or without Landlord’s
knowledge), upon its knowledge of any such interference (whether obtained on its own or via notice
received), Landlord will promptly modify its operation, or use reasonable efforts to cause other
users to modify their operation, as applicable, of Building rooftop equipment in a manner that
would no longer cause such interference.



(f) Tenant shall indemnify and hold Landlord harmless from and against any and all costs,
damages, causes of action and liability (including reasonable attorneys’ fees and court costs but
excluding any consequential damages) which may arise by reason of any occurrence attributable to or
arising out of the maintenance, repair, operation or removal of any of the Rooftop Equipment (other
than any maintenance, repair, operation or removal of any of the Rooftop Equipment pursuant to
Landlord’s request and solely for the purpose of accommodating Landlord’s operation or maintenance
of Landlord’s rooftop equipment). Landlord shall indemnify and hold Tenant harmless from and
against any and all costs, damages, causes of action and liability (including reasonable attorneys’
fees and court costs but excluding any consequential damages) which may arise by reason of any
occurrence attributable to or arising out of the maintenance, repair, operation or removal of any
of Landlord’s rooftop equipment (other than any maintenance, repair, operation or removal of any of
Landlord’s rooftop equipment pursuant to Tenant’s request and solely for the purpose of
accommodating Tenant’s operation or maintenance of the Rooftop Equipment).



 


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7. SERVICES:




(a) Landlord shall provide, at Landlord’s expense (except as otherwise provided in the TSA),
all Building services at such level as is consistent with Past Practice, including without
limitation the following services:




(i) heat, ventilation and air-conditioning required in Landlord’s reasonable judgment for the
comfortable use and occupation of the Premises, twenty-four (24) hours per day, seven (7) days per
week;



(ii) water for ordinary lavatory purposes and any kitchen included in the Premises or Common
Areas;




(iii) necessary elevator facilities in order to access the Premises;



(iv) janitor service for the Premises, including trash removal, Mondays through Fridays, legal
holidays excepted;



(v) electric current sufficient for Building standard illumination and for the operation of
standard office equipment, the Leased Equipment, the Rooftop Equipment and all other equipment used
by Tenant on the Premises consistent with Past Practice, twenty-four (24) hours per day, seven (7)
days per week;



(vi) unrestricted access to the Premises, Master Control Room, the Leased Equipment, the
Rooftop Equipment (subject to Section 6(c)) and Common Areas on a twenty-four (24) hours a day,
seven (7) days a week basis (subject to reasonable Building security and badge requirements);



(vii) mail delivery services Mondays through Fridays;



(viii) maintenance of the Common Areas; and



(ix) cable services (including T-1, internet, cable connections for the Leased
Equipment located in the Master Control Room and for the Rooftop Equipment).



(b) Tenant covenants and agrees that at all times its use of electric current shall never
exceed the greater of (i) Tenant’s usage consistent with Past Practice and otherwise necessary to
operate the Business, and (ii) the Premises’ proportionate share of the capacity of existing
feeders to the Building or the risers or wiring installation. Any riser or wiring required to meet
Tenant’s electrical requirements in excess of the foregoing, upon written request of Tenant, will
be installed by Landlord, at the sole cost and expense of Tenant if, in Landlord’s reasonable
judgment, the same will not cause permanent damage or injury to the Building or the Premises or
cause or create a dangerous or hazardous condition or unreasonably interfere with or disturb other
tenants or occupants of the Building.



(c) Except for such services as are rendered by Landlord or its affiliates under the terms of
the TSA (which shall be provided in accordance with the terms of the TSA), in the event that Tenant
requests additional work or services from Landlord, Landlord shall, to the extent such additional
services are available, as reasonably determined by Landlord, provide such services to Tenant,
provided that Tenant gives Landlord reasonable advance notice of the request for such extra
service. Tenant shall pay to Landlord within fifteen (15) days of receipt of Landlord’s statement
therefor, Landlord’s prevailing cost for providing such additional services. Landlord shall
provide to Tenant a good faith estimate of such cost for Tenant’s approval before proceeding with
any such services.


 


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(d) It is understood that Landlord does not warrant that any of the services referred to
above, or any other services which Landlord may supply, will be free from interruption, Tenant
acknowledging that any one or more such services may be suspended by reason of accident or of
repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason
of operation of law, or causes beyond the reasonable control of Landlord. In such event, Landlord
will use reasonable efforts to restore such service as soon as reasonably possible. Any such
interruption or discontinuance of service shall not be deemed an eviction or disturbance of
Tenant’s use and possession of the Premises, or any part thereof, or render Landlord liable to
Tenant for damages by abatement of rent or otherwise unless caused by the negligence or willful
misconduct of Landlord.



8. ALTERATIONS AND IMPROVEMENTS:




Tenant shall not have the right to make any alterations, additions, or improvements in or to
the Premises without the prior written consent of Landlord, which consent shall not be unreasonably
withheld with regard to non-structural work only. Should Tenant desire to perform alterations or
improvements upon the Premises, it shall, prior to commencing the work, transmit a reasonably
detailed description of the work to Landlord, including drawings and/or plans. Within ten (10)
business days of receipt of the same, Landlord shall notify Tenant as to its approval or
disapproval of the proposed alteration, addition or improvement. If Landlord rejects such proposed
alteration, addition or improvement and Tenant submits revised plans, then Landlord shall have five
(5) business days after receipt to reject or approve the alteration, addition or improvement
described in such revised plans. All work on such improvements shall be performed at Landlord’s
election by either (i) Landlord’s employees or its designated agents or contractors or
(ii) contractors selected by Tenant and reasonably approved by Landlord. If Tenant’s contractor is
used for such work, Tenant shall provide Landlord with (x) evidence of contractor’s and
subcontractors’ insurance in amounts reasonably required by Landlord, naming Landlord as an
additional insured party and (y) any security for the performance of the work in amounts reasonably
required by Landlord. All such work that Tenant is entitled to make hereunder, shall be done in a
good and workmanlike manner and shall not impair the structural integrity of the Building. Any
mechanic’s lien filed against the Premises or the Building for work claimed to have been done for,
or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within thirty
(30) days after Tenant receives notice thereof, at Tenant’s expense, by payment or filing the bond
required by law. Tenant shall obtain all required building permits prior to commencing any
construction in the Premises and arrange for all required municipal or governmental inspections
upon completion of any construction. Upon the termination of this Lease, any or all such
alterations, additions or improvements shall, at the option of Landlord, (1) become the property of
Landlord or (2) be removed by Tenant; provided that, at the time of Tenant’s request for Landlord’s
consent to make such alterations, additions or improvements, Tenant may request Landlord to specify
at such time whether such alterations, additions or improvements, if consented to by Landlord,
would become the property of Landlord or be required to be removed by Tenant upon the termination
of this Lease and Landlord shall comply with such request and abide by its decision accordingly.
Notwithstanding the foregoing, all of Tenant’s trade fixtures and equipment shall remain its
property and shall be removed at the termination of this Lease. Tenant shall repair all damage or
defacement to the Premises, the Building and the fixtures, appurtenances and equipment of Landlord,
caused by Tenant’s
removal of its furniture, fixtures, equipment, machinery and the like and the removal of any
improvements or alterations.


 


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9. INSURANCE:




(a) Tenant shall, at its sole cost and expense, procure and maintain throughout the term of
this Lease or any renewal or extension thereof, insurance of the following character on the
Premises:



(i) Commercial general liability insurance (which shall include, inter alia, an endorsement or
rider for contractual liability coverage), with a limit of not less than $1,000,000.00 per
occurrence and $2,000,000.00 aggregate for injury (or death) or damage to property.



(ii) Insurance against loss or damage by fire, lightning and all other perils covered by the
“all risk” endorsement then in use in the State of New York covering all tenant improvements made
by Tenant and trade fixtures and equipment contained from time to time in the Premises, as well as
the Leased Equipment and the Rooftop Equipment, in an amount not less than one hundred percent
(100%) of their actual replacement cost.



(iii) All such insurance required pursuant to clauses (i) and (ii) above shall be secured from
an insurance company reasonably acceptable to Landlord that is licensed to do business in the State
of New York, and shall contain a clause that the insurer will not cancel or change said policy(ies)
without giving Landlord at least thirty (30) days’ prior written notice. Tenant shall provide
Landlord with a copy of each such policy or certificate of said insurance referenced in clauses (i)
and (ii) above upon the execution of this Lease and subsequently on the renewal or extension date
of such policy. Tenant’s liability policy shall name Landlord as an additional insured.



(b) Nothing contained in this Lease shall be construed to require either party to repair,
replace, reconstruct, or pay for any property of the other party which may be damaged or destroyed
by fire, flood, windstorm, earthquake, strikes, riots, civil commotions, acts of public enemy, acts
of God, or other casualty, and each party hereby waives, on behalf of itself and its insurer, all
rights of subrogation and claims against the other party for all loss or damage arising out of
perils normally insured against by standard fire and extended coverage insurance. Each casualty
insurance policy required pursuant to this Lease and/or carried by either Tenant or Landlord shall
have a provision wherein the insurer waives all right of recovery by way of subrogation against the
other party hereto.


 


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10. MAINTENANCE AND REPAIRS; LANDLORD’S ACCESS:




(a) Subject to Landlord’s maintenance and repair obligations set forth in subsection (b)
below, Tenant shall maintain the interior of the Premises in good condition and shall not commit
waste therein, and shall maintain the Leased Equipment as set forth in the TSA and in good
operating condition and repair. Tenant shall cause all damage to the Premises and the Leased
Equipment caused by the negligence or willful misconduct of Tenant, its servants, agents, invitees
or employees, and all other repairs which otherwise are required of Tenant pursuant to the terms of
this Lease, to be remedied and/or completed promptly following such damage.



(b) Landlord shall maintain and keep in good condition and repair (in each case, in a timely
manner), the Common Areas and all elements and systems of the Building and the Premises (except
otherwise provided for in Section 10(a)), including without limitation, heating, ventilation and
air conditioning systems (except for any system or unit installed by Tenant), the roof, plumbing
(except if installed by Tenant), and electrical systems, fire detection and sprinkler systems (to
the extent there are fire detection and sprinkler systems in the Premises, it being understood and
acknowledged that Landlord shall have no obligation to upgrade or change such systems or install
additional such systems unless required by Laws), except for such maintenance, repairs, and
replacements necessitated by the negligence or willful misconduct of Tenant, its servants, agents,
invitees or employees or as a result of legal requirements arising from Tenant’s particular manner
of use or occupancy of the Premises, the Leased Equipment or the Rooftop Equipment if such manner
of use and occupancy by Tenant is not consistent with Past Practice. Landlord shall further be
responsible to promptly correct any violation of law for which it receives a notice of violation
from the applicable governmental authority, except to the extent such violation was created by
Tenant or arises as a specific result of Tenant’s particular manner of use or occupancy of the
Premises, the Leased Equipment or the Rooftop Equipment, in which case Tenant shall promptly
correct such violation.



(c) Any maintenance or repair required to be performed by Tenant under this Section 10 to life
safety systems, distribution systems or structural portions of the Building shall be performed by
Landlord’s employees or contractors. To the extent Tenant is responsible for the cost of such
maintenance, Tenant shall pay Landlord all reasonable, direct out-of-pocket costs of such service.



(d) Landlord shall have the right to enter upon the Premises from time to time upon reasonable
notice (except in the case of emergency and to perform regularly scheduled Building services when
no notice is required) in order to inspect the same and to perform any maintenance, repairs, and
replacements which it is required to make under the provisions of this Lease subject to the terms
hereof. Such entry shall in no event be considered a constructive eviction of Tenant. Tenant shall
have the right to have a representative present during any such entry (except in the event of an
emergency). In addition Landlord may, upon prior reasonable notice, show the Premises to any
prospective purchaser or lender of the Building. Except in the event of an emergency, Landlord
shall use reasonable efforts not to disrupt Tenant’s business activities in the performance of such
maintenance or otherwise with respect to any such entry into the Premises and, in the absence of an
emergency, Landlord shall cooperate with Tenant in scheduling any such entry or maintenance.
Landlord shall be responsible for any damage to Tenant’s property or the Premises or injury to
persons caused by Landlord’s negligent acts or willful misconduct during such entry upon the
Premises.


 


10









 





11. DAMAGE TO OR DESTRUCTION OF PREMISES:




(a) If, during the Term, the Premises or any other portion of the Building (including, without
limitation, the rooftop) is damaged by fire, flood, windstorm, strikes, riots, civil commotions,
acts of public enemy, acts of God, or other casualty (collectively, a “Casualty”) so that
the Premises are rendered wholly or substantially unfit for occupancy or unsuitable for the conduct
of the Business, such that the Premises cannot be repaired within one hundred eighty (180) days
from the time of such damage, then this Lease, at the option of the Landlord or Tenant, may be
terminated as of the date of such damage. Landlord shall give Tenant written notice within thirty
(30) days of the date of damage if such damage cannot be repaired within one hundred eighty (180)
days and whether it will elect to terminate this Lease or repair or rebuild the Premises. Should
Landlord notify Tenant that the damages cannot be repaired within one hundred eighty (180) days and
that it has elected to perform such repairs, Tenant shall have thirty (30) business days from
receipt of such notice to notify Landlord in writing that it has elected to terminate this Lease.
Likewise if a substantial portion of the Building (but not a substantial portion of the Premises)
is so damaged such that Landlord determines that it will not repair such damages, and/or restore
the Building, then Landlord at its sole option within sixty (60) days after such Casualty, may
terminate this Lease upon written notice to Tenant. In the event that either Landlord or Tenant
elects to terminate this Lease, then Tenant shall pay the Rent apportioned to the time of damage,
and Tenant shall immediately surrender the Premises on the effective date of the termination of
this Lease to Landlord who may enter upon and repossess the same and all further rights and
obligations of the parties hereunder will terminate. If the Lease is not terminated pursuant to
the terms hereof, Landlord shall repair or replace as required such damage to the Premises (but not
any tenant improvements made by Tenant) and this Lease shall not be affected in any manner, except
that the Rent shall be suspended from the date of such damage until the earlier of thirty (30) days
from the date Landlord delivers the Premises to Tenant for the purpose of Tenant making tenant
improvements thereto or the date the Premises are substantially ready for occupancy by Tenant.



(b) If said Premises shall be so slightly damaged by any Casualty as not to be rendered unfit
for occupancy or unsuitable for the conduct of the Business to any substantial extent and the same
shall be repairable within one hundred eighty (180) days from the time of such damage, Landlord
shall repair the Premises (but not any tenant improvements made by Tenant) and during the period
from the date of such damage until the repairs are completed the Rent shall be apportioned so that
Tenant shall pay as Rent an amount which bears the same ratio to the entire monthly rent as the
portion of the Premises which Tenant is able to occupy or use for its Business during such period
bears to the entire Premises; provided, however, Landlord shall not be required to make such
repairs to the Premises if, due to damage to the Building, Landlord determines, in its reasonable
discretion, that it is not economically feasible to repair the Premises.



(c) If Landlord terminates this Lease following any Casualty or pursuant to Section 12 below
following any Taking, and in any event for any temporary relocation due to any Casualty or Taking,
Landlord shall use or shall cause its affiliates to use commercially reasonable efforts to provide
Tenant with comparable space in alternative premises to which Landlord or CBS Radio relocates on
substantially the same terms as this Lease. For purposes hereof, “comparable space” shall mean
space sufficient for Tenant to operate the Business (as
such term is defined in the Amended and Restated Trademark License Agreement, dated as of even
date herewith, by and between CBS Radio and Tenant).


 


11









 





12. CONDEMNATION:




In the event that any exercise of the power of eminent domain by any governmental authority or
by any other party vested by law with such power shall at any time prevent the full use and
enjoyment of the Premises or any other portion of the Building (including, without limitation, the
rooftop) such that the Premises or any other portion of the Building is rendered wholly or
substantially unsuitable for the conduct of the Business (a “Taking”), Landlord (subject to
clause (c) of Section 11 above) or Tenant shall have the right thereupon to terminate this Lease.
In addition, if a material portion of the Building otherwise is subject to an eminent domain
proceeding, Landlord (subject to clause (c) of Section 11 above) may terminate this Lease. In the
event of any such action, Landlord shall have the right to claim, recover, and retain from the
governmental authority or other party taking such action any award for the value of the Premises
except that Tenant shall be entitled to any claim for the leasehold value of the Premises as well
as the value of any of Tenant’s tenant improvements and trade fixtures. Tenant may make a separate
claim for the value of its personal property and fixtures which are taken or its moving expenses,
and any other damages available to Tenant to the extent it does not diminish any award payable to
Landlord.



13. FIXTURES AND SIGNS:




(a) Tenant shall have the right to install in or place on the Premises trade or moveable
fixtures, or other equipment as it may choose provided such fixtures or equipment do not exceed the
weight permitted by the floor structure. Such trade fixtures, machines, tools, or other equipment
shall at all times remain the personal property of Tenant regardless of the manner or degree of
attachment thereof to the Premises and may be removed at any time by Tenant whether at the
termination of this Lease or otherwise, provided, however, that Tenant shall make restoration of
the Premises and the Building in the event that any damage is done thereto in the removal of such
property.



(b) Tenant shall not have the right to affix any signs in, on or about the Premises or the
Building without Landlord’s consent (if visible from outside the Building) except to the extent
consistent with Tenant’s Past Practice.



14. DEFAULT; REMEDIES:





(a) Tenant shall be in default hereunder if:



(i) Tenant shall fail to pay any undisputed Rent payment or other charges payable under this
Lease by Tenant following thirty (30) days written notice from Landlord;



(ii) Tenant shall fail to pay any Rent payment or other charges payable under this Lease by
Tenant that was previously disputed but has since been determined by arbitration pursuant to
Section 24(j) or mutual agreement between Landlord and Tenant to be owed to Landlord under this
Lease, within fifteen (15) days of such arbitration award or following fifteen (15) days written
notice of such mutual agreement;


 


12









 





(iii) (x) two (2) or more disputed Rent payments or other charges payable under this Lease by
Tenant are submitted to arbitration under Section 24(j) during the term of this Lease, (y) such
disputed Rent payments or other charges payable under this Lease by Tenant are not deposited with a
third party escrow agent reasonably acceptable to Landlord and Tenant within five (5) business days
following submission to arbitration and (z) the arbitrator(s) finds in each case that the amount
claimed by Landlord to be properly payable by Tenant to Landlord under this Lease is in fact
properly payable to Landlord under this Lease; or



(iv) (x) Landlord notifies Tenant in writing that Tenant is in material breach of one or more
of its material covenants (other than payment covenants) under this Lease and such breach is not
cured within thirty (30) days of receipt of such written notice, (y) Landlord submits to
arbitration under Section 24(j) such breach or breaches and requests termination as a remedy and
(z) the arbitrator(s) determines (A) that Tenant has in fact materially breached one or more
material covenants (other than payment covenants) under this Lease, (B) that such breach or
breaches have not been cured and have caused significant harm to Landlord and (C) that termination
of this Lease is an appropriate remedy (after considering other appropriate remedies short of
termination).



(b) If Tenant is in default hereunder pursuant to Section 14(a) above, then Landlord shall
have the right, in addition to all other rights and remedies available to it at law or in equity,
to terminate this Lease upon written notice to Tenant (at least thirty (30) days written notice in
the case of a default under Section 14(a)(iii)) and, on the date specified in such notice, this
Lease and the term hereby demised and all rights of Tenant hereunder shall expire and terminate and
Tenant shall thereupon quit and surrender possession of the Premises to Landlord (x) no later than
six (6) months following such termination by Landlord in the event of a default under Section
14(a)(i) through (iii) and (y) no later than nine (9) months following such termination by Landlord
in the event of a default under Section 14(a)(iv), in each case, in the condition required in this
Lease, provided that Tenant shall remain bound by the terms and conditions of this Lease during the
time Tenant retains possession of the Premises following a termination of this Lease, it being the
intention of the parties hereto to create a conditional limitation upon the happening of a default.



(c) In any case in which (i) this Lease shall have been terminated in accordance with the
express provisions of this Lease or the Master Agreement and (ii) Landlord shall have elected to
recover any unpaid Rent or other charges payable under this Lease by Tenant and any portion of such
sum shall remain unpaid, subject to any applicable advance notice or transition provisions set
forth herein, in the TSA or in the Master Agreement, Landlord may, without further notice, enter
upon and repossess the Premises, by summary proceedings, ejectment or otherwise, and may dispossess
Tenant and remove Tenant and all other persons and property from the Premises and may have, hold
and enjoy the Premises and the rents and profits therefrom. Landlord may, in its own name, as
agent for Tenant if this Lease has not been terminated, or on its own behalf if this Lease has been
terminated, re-let the Premises or any part thereof for such term and on such terms (which may
include concessions of free rent) as Landlord in its sole discretion may determine. Landlord may,
in connection with any such re-letting, cause the Premises to be redecorated, altered, divided,
consolidated with other space or otherwise changed or prepared for re-letting. No re-letting shall
be deemed a surrender of the Premises.


 


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(d) Landlord shall be in default hereunder if Tenant notifies Landlord in writing that
Landlord is in material breach of one or more of its material covenants (other than payment
covenants) under this Lease and such breach is not cured within thirty (30) days of receipt of such
written notice, (y) Tenant submits to arbitration under Section 24(j) such breach or breaches and
requests termination as a remedy and (z) the arbitrator(s) determines (A) that Landlord has in fact
materially breached one or more material covenants (other than payment covenants) under this Lease,
(B) that such breach or breaches have not been cured and have caused significant harm to Tenant and
(C) that termination of this Lease is an appropriate remedy (after considering other appropriate
remedies short of termination). In the event of Landlord’s default hereunder, Tenant shall have
the right to terminate this Lease in accordance with the provisions of this Section 14(d) upon
written notice to Landlord.



(e) If either party institutes a suit against the other party for violation of, or to enforce
any covenant, term or condition of, this Lease, the prevailing party shall be entitled to
reimbursement of all of its costs and expenses, including, without limitation, reasonable
attorneys’ fees, except to the extent that arbitration is required under Section 24(j) below, in
which event fees shall be paid as determined in such arbitration.



15. ASSIGNMENT; SUBLETTING:




(a) Tenant shall not have the right to assign this Lease or to sublet the Premises or any part
thereof, without the prior written consent of Landlord; provided that, subject to Section 26 of the
Master Agreement and Section 2(c) of this Lease, Tenant may assign all or any of its rights and
related obligations hereunder to a third party who acquires (i) all or substantially all of the
assets of Tenant or (ii) all or substantially all of the assets comprising any significant business
unit or division of Tenant that conducts its principal businesses and activities primarily at the
Premises, in each case, without the prior consent of Landlord (provided that any such assignment is
made only to a single assignee). Any purported assignment or transfer in violation of the
provisions of this Section 15 is null and void and of no force or effect. Notwithstanding anything
to the contrary in this Section 15, no assignment or subletting shall release Tenant nor relieve
Tenant from its duty to perform fully all of the agreements, covenants, and conditions set forth in
this Lease.



(b) Landlord shall have the right at any time during the term of this Lease to sell the
Building, which sale shall be subject to this Lease and the rights of the Tenant hereunder unless
Landlord terminates this Lease in accordance with the following. In the event Landlord sells the
Building to an entity not affiliated with Landlord, Landlord shall have the right to terminate this
Lease upon not less than one (1) year’s notice to Tenant.



16. HAZARDOUS MATERIALS:




(a) “Hazardous Materials” shall mean any material or substance (i) which is regulated
as a “hazardous substance,” “hazardous waste,” oil, petroleum, or oil or petroleum products or
byproducts, asbestos, polychlorinated byphenyls (“PCBs”), or “extremely hazardous
substance,” “hazardous chemical,” “toxic substance,” “pollutant,” “contaminant” or the like under
any Environmental Laws (as hereafter defined), (ii) which contains PCBs, (iii) which contains
asbestos, (iv) which is radioactive or (v) the presence of which requires investigation or
remediation under any Environmental Law, as well as any toxic or otherwise hazardous
substance, material or waste which is or becomes regulated as such by any Environmental Law during
the term of this Lease.


 


14









 





(b) Tenant shall conduct all of its operations at the Premises, and Landlord shall conduct all
of its operations at the Building, in substantial compliance with all federal, state and local
statutes (including, but not limited to the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. Section 9601 et seq., as amended, (CERCLA); the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq., as amended (RCRA); the Clean Air Act, 42 U.S.C. 7401
et seq., as amended; the Clean Water Act, 33 U.S.C. Section 1251 et seq., as amended, the
environment related provisions of the Occupational Health and Safety Act, 29 U.S.C. Section 651 et
seq., as amended) and all applicable federal, state and local statutes protecting the environment
now or hereafter enacted and any additions and amendments thereto and regulations enacted
thereunder, ordinances, orders and requirements of common law governing pollution or protection of
human heath or the environment, including (i) discharges to the air, soil, surface or ground water
and (ii) handling, utilizing, storage, treatment or disposal of any Hazardous Materials as defined
therein (collectively, the “Environmental Laws”). Tenant and Landlord shall provide
promptly to the other copies of any permits, licenses, approvals, notices of violations, summons,
orders, complaints or other documents received by them pertaining to compliance with the
Environmental Laws at the Premises.



(c) Except as in the ordinary course of business, neither Landlord nor Tenant shall (i) cause,
allow or permit the escape, disposal or release of Hazardous Materials in, on, under, around or
from the Premises or (ii) store, use or allow the storage or use of Hazardous Materials in the
Building in any manner not sanctioned by law or the standards prevailing in the industry for
handling and storage of such Hazardous Materials. Tenant shall not store material or equipment
exterior to the Building.



(d) If Landlord has evidence that there has been a release by Tenant, its agents, servants,
employees or business invitees at the Premises of Hazardous Materials, Landlord may require testing
by an environmental testing entity to ascertain whether there has been a release of Hazardous
Materials. The reasonable costs of such testing shall be reimbursed by Tenant to Landlord. If a
governmental agency requires environmental testing relating to any release of Hazardous Materials
by Tenant, its agents, servants, employees or business invitees at the Premises, then such testing
shall be performed and paid for in the manner described above. Tenant shall execute affidavits or
representations, at Landlord’s request, stating that, to the best of Tenant’s knowledge and belief
after due inquiry, since the time that Tenant took possession of the Premises, there has been no
unauthorized release of Hazardous Materials by Tenant, its agents, servants, employees or business
invitees at the Premises in, on or around the Premises.



(e) Tenant shall defend, indemnify, protect and hold Landlord harmless from and against any
and all demands, claims, actions, assessments, losses, damages, liabilities, fines, penalties,
costs and expenses of every nature (including reasonable attorneys’ fees but excluding any
consequential damages) resulting from or arising out of (i) a breach by Tenant of any of the
provisions of this Section 16; or (ii) any violations of Environmental Laws or releases of
Hazardous Materials by Tenant, its agents, employees, customers or affiliates during the use and
occupancy of the Premises. Notwithstanding anything to the contrary herein, in no event will
Tenant be liable for the existence of any Hazardous Material in, on or around the Premises to the



 


15









 






extent (x) it pre-existed Tenant’s initial occupancy of the Premises under the terms of the
Existing TSA or (y) it was deposited by Landlord or its employees, agents or assigns. Landlord
shall defend, indemnify, protect and hold Tenant harmless from and against any and all demands,
claims, actions, assessments, losses, damages, liabilities, fines, penalties, costs and expenses of
every nature (including reasonable attorneys’ fees but excluding any consequential damages)
resulting from or arising out of (i) a breach by Landlord of any of the provisions of this Section
16; or (ii) any environmental conditions, events or circumstances caused by Landlord, its agents,
employees, customers (other than Tenant) or affiliates during the use and occupancy of the Building
to the extent caused by Landlord. Notwithstanding anything to the contrary herein, in no event
will Landlord be liable for the existence of any Hazardous Material in, on or around the Building
to the extent it was deposited by Tenant or its employees, agents or assigns.



(f) If either party knows, or has reason to know, that an unpermitted Hazardous Material, or
condition involving or resulting from the presence of a Hazardous Material, exists in, on, under or
about the Premises, or that a governmental agency is or has threatened to take action with respect
to the existence of any such condition, such party shall immediately provide written notification
of such fact to the other party. The notifying party shall also immediately provide the other
party with a copy of any statement, report, notice, registration, application, permit, business
plan, license, claim, action or proceeding given to, or received from any governmental authority or
third party, concerning such condition in, on, under or about the Premises.




(g) The provisions of Sections 16(e) and 16(f) shall survive the termination of this Lease.



17. QUIET ENJOYMENT:



So long as Tenant is not in default hereunder beyond the expiration of any applicable notice
or cure periods, Tenant may freely, peaceably and quietly occupy and enjoy the rights granted under
this Lease free from any molestation from Landlord or anyone acting by, through or under Landlord.



18. SURRENDER:




(a) Except as otherwise provided in Section 2(c) or 14(b), upon the expiration or other
termination of the Term, Tenant shall, without notice from Landlord, quit and surrender to Landlord
the Premises, vacant, broom-clean, and (subject to the provisions of Article 8 hereof) in
substantially the same condition and repair as on the Commencement Date, reasonable wear and tear
and damage which Landlord is obligated to repair hereunder excepted, and shall surrender possession
of the Leased Equipment to Landlord in substantially the same order and repair as on the
Commencement Date, reasonable wear and tear excepted. In addition, Tenant shall remove all of its
personal property located at or in the Premises or elsewhere in the Building. Any damage caused to
the Premises or any other portions of the Building as a result of the removal of Tenant’s personal
property shall be repaired by Tenant at its sole cost and expense. Tenant’s obligation to observe
or perform this covenant shall survive the expiration or sooner termination of the Term.


 


16









 





(b) Except for any applicable transition periods pursuant to the Transition Rights,
which for purposes of this Section 18(b) shall not be considered a hold over by Tenant, if Tenant
shall hold over and remain on the Premises or fail to remove any of its personal property beyond
the expiration or earlier termination of this Lease, such holding over shall not be deemed to be an
extension of this Lease, and, in addition to any rights Landlord may have under the terms of this
Lease, or at law or in equity, Landlord shall be entitled to recover any and all damages
(including, without limitation, any out-of-pocket costs associated with any repairs, replacements,
removal of property or other similar costs, but excluding any special, indirect, consequential or
exemplary damages and any loss of business or profits, whether or not foreseeable) suffered by
Landlord as a result of Tenant’s holding over, and Tenant shall also be obligated to pay to
Landlord a per diem amount based on an annual rate equal to two hundred percent (200%) of the Base
Rent payable on the date immediately preceding such holdover for each day thereafter that Tenant
remains in occupancy of the Premises. Subject to the parenthetical in the immediately preceding
sentence regarding the scope of damages, Tenant shall indemnify and hold Landlord harmless from any
liability, loss, costs and expenses, including, but not limited to reasonable attorneys’ fees,
arising out of such holding over by Tenant.



19. INDEMNITY:




(a) To the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless
Landlord and Landlord’s affiliates and their respective officers, directors, affiliates, employees
and agents, and the predecessors, successors and permitted assigns of Landlord, from and against
any and all third party actions, claims and demands (and reasonable costs and expenses, including
reasonable attorneys’ fees, incurred by Landlord by reason of such third party actions, claims and
demands) (collectively, “Claims”), arising out of Tenant’s use and occupancy of the
Building and the Leased Equipment, the undertaking by Tenant of any alterations or repairs to the
Building or Tenant’s equipment, the conduct of Tenant’s business in the Building, any breach or
default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant
to be performed under this Lease, or any willful or negligent act of Tenant, its agents or
employees in or about the Building, but excluding any Claims resulting from the willful misconduct
or negligence of Landlord or Landlord’s agents or employees.



(b) To the extent permitted by law, Landlord agrees to indemnify, defend and hold harmless
Tenant and Tenant’s affiliates and their respective officers, directors, affiliates, employees and
agents, and the predecessors, successors and permitted assigns of Tenant, from and against any and
all Claims arising out of Landlord’s use and occupancy of the Building and the Leased Equipment,
the undertaking by Landlord of any alterations or repairs to the Building or equipment, the conduct
of Landlord’s business in the Building, any breach or default on the part of Landlord in the
performance of any covenant or agreement on the part of Landlord to be performed under this Lease,
or any willful or negligent act of Landlord, its agents or employees in or about the Building, but
excluding any Claims resulting from the willful misconduct or negligence of Tenant or Tenant’s
agents or employees.


 


17









 








20. BROKERAGE:




Tenant and Landlord each represents and warrants that it has dealt with no broker, agent or
other person in connection with this Lease and that no broker, agent or other person brought about
this transaction. Landlord and Tenant each agrees to indemnify and hold the other harmless from
and against any claims by any other broker, agent or other person claiming a commission or other
form of compensation by virtue of having dealt with the indemnifying party with regard to this
Lease. The provisions of this Section 20 shall survive the expiration or earlier termination of
this Lease.



21. NOTICE:





	 	(a)	 	All notices, requests and other communications hereunder must be in writing and
will be deemed to have been duly given only if delivered personally or by facsimile
transmission (with receipt acknowledged) or mailed (registered or certified mail,
return receipt requested) to the parties at the following addresses or facsimile
numbers:






If to Tenant:




Westwood One, Inc.

40 West 57th Street, 15th Floor

New York, New York 10019

Attention: General Counsel

Telecopy: (212) 641-2198




with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attention: Brian J. McCarthy, Esq.

Telecopy: (213) 687-5600




If to Landlord:




CBS Broadcasting Inc.

524
West 57th Street

New York, New York 10019

Attention: COE

Telecopy: (212) 975-3926




with a copy to each of:




CBS Radio Inc.

1515 Broadway, 46th Floor

New York, New York 10036

Attention: Chairman & CEO

Telecopy: (212) 846-2342


 


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CBS Corporation

51 West 52 Street

New York, New York 10019

Attention: General Counsel

Telecopy: (212) 975-4215




Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Howard Chatzinoff, Esq.

                 Michael Lubowitz, Esq.

Telecopy: (212) 310-8007



(b) All such notices, requests and other communications will (i) if delivered personally to
the address as provided in this Section 21, be deemed given upon delivery, (ii) if delivered by
facsimile transmission to the facsimile number as provided in this Section 21, be deemed given upon
confirmation of transmission, and (iii) if delivered by mail in the manner described above to the
address as provided in this Section 21, be deemed given upon receipt (in each case regardless of
whether such notice, request or other communication is received by any other person to whom a copy
of such notice, request or other communication is to be delivered pursuant to this Section 21).
Any party from time to time may change its address, facsimile number or other information for the
purpose of notices to that party by giving notice specifying such change to the other parties
hereto.



22. SUBORDINATION:




(a) The rights of Tenant under this Lease shall be and are subject and subordinate at all
times to all ground leases, and/or underlying leases, if any, now or hereafter in force against the
Building or the land on which the Building sits (a “Ground Lease”), and to the lien of any
mortgage or mortgages now or hereafter in force against such Ground Lease, the Building and/or the
land on which the Building sits, and to all advances made or hereafter to be made upon the security
thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof (a
“Mortgage”). This Section is self-operative and no further instrument of subordination
shall be required. However, in confirmation of such subordination Tenant shall promptly execute
such reasonable further instruments as may reasonably be requested by Landlord.



(b) Landlord hereby represents that as of the date of this Lease there are no Ground Leases or
Mortgages in effect. In the event Landlord does enter into a Ground Lease and/or a Mortgage,
Landlord shall obtain, for the benefit of Tenant, a subordination, non-disturbance and attornment
agreement, in form reasonably acceptable to Tenant and the lessor under such Ground Lease or holder
of such Mortgage (each, a “Lender”), pursuant to which Lender agrees that as long as Tenant
is not in default under this Lease beyond the expiration of any applicable notice or cure period,
Lender will not disturb Tenant in its possession of the Premises, name Tenant as a party to any
foreclosure action or terminate Tenant’s rights hereunder.


 


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23. FORCE MAJEURE:




A party hereto will not have any liability to the other party hereto if performance by such
party hereunder shall be prevented, interfered with or omitted because of labor dispute, failure of
facilities, act of God, government or court action, or any other similar or dissimilar cause beyond
the control of the party so failing to perform hereunder.



24. MISCELLANEOUS:




(a) Entire Agreement. This Lease and the New Transaction Documents (as defined in the
Master Agreement) and the exhibits and schedules hereto and thereto, embody the entire agreement
and understanding of the parties hereto and supersede any and all prior agreements, arrangements
and understandings relating to the matters provided for herein.



(b) Waiver. Any term or condition of this Lease may be waived at any time by the
party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this Lease, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Lease on any future occasion. No failure or delay on the part of a party in
exercising any right or power under this Lease shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. All remedies, either under this Lease or by law or otherwise
afforded, will be cumulative and not alternative.



(c) Amendment. This Lease may be amended, supplemented or modified only by a written
instrument duly executed by or on behalf of each party hereto.



(d) No Third-Party Beneficiary. The terms and provisions of this Lease are intended
solely for the benefit of each party hereto and their respective successors or permitted assigns,
and it is not the intention of the parties to confer third-party beneficiary rights upon any other
person.



(e) Binding Effect. This Lease shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.



(f) Headings. The headings used in this Lease have been inserted for convenience of
reference only and do not define or limit the provisions hereof.



(g) Invalid Provisions. If any provision of this Lease is held to be illegal, invalid
or unenforceable under any present or future law, and if the rights or obligations of any party
hereto under this Lease will not be materially and adversely affected thereby, (i) such provision
will be fully severable, (ii) this Lease will be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions of
this Lease will remain in full force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a part of this Lease a legal, valid
and enforceable provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.


 


20









 





(h) Affiliate. When used in this Lease the term “affiliate” shall have the meaning
assigned to such term in Rule 405 promulgated under the Securities Act of 1933, as amended;
provided that, with respect to any affiliates of Landlord, such term shall mean CBS Corporation and
the controlled affiliates of CBS Corporation.



(i) Governing Law. This Lease shall be governed by and construed in accordance with
the laws of the state of New York, its rules of conflict of laws notwithstanding.



(j) Arbitration. Any dispute, controversy or claim arising out of or relating to this
Lease or the breach, termination or validity thereof (“Dispute”), shall on the demand of
any party be finally and exclusively resolved by arbitration in accordance with the then-prevailing
JAMS Comprehensive Arbitration Rules and Procedures as modified herein (the “Rules”);
provided, however, that any party hereto shall have the right to seek injunctive relief against the
other party hereto in the courts of New York, New York, prior to the resolution of any Dispute by
arbitration in accordance with this Section 24(j). There shall be three (3) neutral arbitrators of
whom each party shall select one. The claimant shall select its arbitrator in its demand for
arbitration and the respondent shall select its arbitrator within thirty (30) days after receipt of
the demand for arbitration. The two arbitrators so appointed shall select a third arbitrator to
serve as chairperson within fourteen days of the designation of the second of the two arbitrators.
If any arbitrator is not timely appointed, at the request of any party such arbitrator shall be
appointed by JAMS pursuant to the listing, striking and ranking procedure in the Rules. The place
of arbitration shall be New York, New York. The arbitral tribunal shall be required to follow the
law of the State of New York. The arbitral tribunal is not empowered to award damages in excess of
compensatory damages, and each party hereby irrevocably waives any right to recover punitive,
exemplary or similar damages with respect to any Dispute. Any arbitration proceedings, decision or
award rendered hereunder and the validity, effect and interpretation of this arbitration provision
shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The award shall be final and
binding upon the parties and shall be the sole and exclusive remedy between the parties regarding
any claims, counterclaims, issues or accounting presented to the arbitral tribunal. Judgment upon
any award may be entered in any court having jurisdiction.



(k) Counterparts. This Lease may be executed in counterparts and by facsimile
signature, each of which will be deemed an original, but all of which together will constitute one
and the same instrument.



(l) Expenses. Each of Landlord and Tenant shall bear its own expenses relating to
this Lease whether or not the Closing (as defined in the Master Agreement) is consummated.



(m) No Conflict with Other Agreements. Landlord represents and warrants to Tenant
that Landlord’s execution and delivery of this Lease and the performance by Landlord of its
obligations under do not and will not constitute a breach or default under any other agreement to
which Landlord is a party.



[Signature Page Follows.]





 


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IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first written above.


	 	 	 	 	 
	 	

CBS BROADCASTING INC.

 	 
	 	By:  	/s/
Louis J. Briskman 	 
	 	 	Name:  	Louis J. Briskman	 
	 	 	Title:  	EVP & Assistant Secretary	 
	 
	 	

WESTWOOD ONE, INC.

 	 
	 	By:  	/s/
David Hillman 	 
	 	 	Name:  	David Hillman 	 
	 	 	Title:  	CAO & GC 	 
	 



	 	 	 	 	 
	 	Acknowledged, as of the date first written above, by:





CBS RADIO INC.

 	 
	 	By:  	/s/
Louis J. Briskman 	 
	 	 	Name:  	Louis J. Briskman 	 
	 	 	Title:  	EVP & Assistant Secretary
	 
	 



Signature Page to 524 West 57th Street Lease





 


 









 




[Exhibits are intentionally
omitted.]