METRO AFFILIATES
INC., AS LESSOR, AND OUTER LIMITS, LLC, AS LESSEE, WHICH LEASES TO SUCH LESSEE A
PORTION OF THE DEMISED PREMISES FOR THE PURPOSE OF THE CONSTRUCTING AND
MAINTAINING A TWO SIDED BILLBOARD ADVERTISING STRUCTURE.
LESSEE HAS ACCEPTED
THIS LEASE SUBJECT TO THE BILLBOARD LEASE AND LESSOR AND LESSEE FURTHER AGREE AS
FOLLOWS: :
(I)
LESSOR SHALL BE RESPONSIBLE, AT LESSOR'S SOLE COST AND EXPENSE,
FOR PERFORMANCE OF ALL OBLIGATIONS OF THE "LESSOR" UNDER THE BILLBOARD LEASE
EXCEPT THAT LESSEE SHALL PERMIT LESSOR AND/OR THE TENANT UNDER THE BILLBOARD
LEASE TO HAVE ACCESS TO, AND USE OF, THE DEMISED PREMISES AND IMPROVEMENTS TO
THE EXTENT NECESSARY TO ACCOMPLISH THE FOREGOING.
(II)
LESSOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ALL RENT AND OTHER
PAYMENTS DUE AND PAYABLE BY THE "LESSOR" UNDER THE BILLBOARD LEASE, WHICH SHALL
CONTINUE TO BE PAID DIRECTLY TO LESSOR, AND LESSOR SHALL ALSO RECEIVE, AND SHALL
BE RESPONSIBLE FOR THE RETURN OF, THE SECURITY DEPOSIT MADE PURSUANT TO THE
BILLBOARD LEASE.
UPON REQUEST OF THE LESSOR, LESSEE SHALL EXECUTE AND DELIVER A
WRITTEN CONFIRMATION OF THE FOREGOING DIRECTED TO THE TENANT UNDER THE BILLBOARD
LEASE.
30
(III)
UPON THE TERMINATION OF THE BILLBOARD LEASE, LESSOR SHALL BE FREE
TO DEAL WITH THE BILLBOARD IMPROVEMENTS IN ANY MANNER IT MAY ELECT INCLUDING,
WITHOUT LIMITATION, THE REPLACEMENT THEREOF WITH A SUBSTANTIALLY SIMILAR
BILLBOARD.
LESSOR MAY ALSO REPLACE THE BILLBOARD LEASE WITH A REPLACEMENT OR
SUBSTITUTE LEASE FOR A SIMILAR USE AND A SIMILAR BILLBOARD PROVIDED THAT THE
TERMS AND CONDITIONS THEREOF SHALL NOT (A), AS TO LESSEE, BE MORE ONEROUS THAN
THE BILLBOARD LEASE AND SHALL NOT IMPOSE UPON LESSEE ANY OBLIGATIONS OR
RESPONSIBILITIES NOT CONTEMPLATED BY THE BILLBOARD LEASE; OR (B) INTERFERE WITH
THE LESSEE'S USE AND ENJOYMENT OF THE DEMISED PREMISES OTHER THAN AS PRESENTLY
CONTEMPLATED BY THE BILLBOARD LEASE.
(IV)
LESSOR SHALL INDEMNIFY AND HOLD LESSEE HARMLESS FROM AND AGAINST
ANY AND ALL CLAIMS AND ACTIONS BY OR ON BEHALF OF ANY PERSON, FIRM, CORPORATION
OR GOVERNMENTAL AUTHORITY, AS WELL AS LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES INCURRED BY LESSEE ARISING FROM THE OCCUPATION, USE, POSSESSION,
CONDUCT OR MANAGEMENT OF OR FROM ANY WORK OR THING WHATSOEVER DONE IN OR ABOUT
THE DEMISED PREMISES OR IMPROVEMENTS DURING THE DEMISED TERM ARISING FROM UNDER
THE BILLBOARD LEASE OR ANY REPLACEMENT LEASE FOR THE BILLBOARD LEASE, EXCEPT
THAT LESSOR SHALL BE RELIEVED OF ITS OBLIGATION OF INDEMNITY HEREIN TO THE
EXTENT OF AMOUNTS ACTUALLY RECOVERED BY LESSEE FROM ONE OR MORE INSURANCE
COMPANIES BY REASON OF THE INJURY OR DAMAGE OR LOSS SUSTAINED ON THE DEMISED
PREMISES OR IMPROVEMENTS.
ARTICLE THIRTY-THREE
SUBORDINATION AND NON-DISTURBANCE AGREEMENT
SECTION 33.01.
LESSEE AGREES THAT THIS LEASE SHALL BE SUBJECT AND
SUBORDINATE TO ANY MORTGAGE ON THE DEMISED PREMISES PROVIDED THAT THE HOLDER OF
SUCH MORTGAGE SHALL TO ENTER INTO AN AGREEMENT IN WRITING WITH LESSEE, WHICH
AGREEMENT SHALL BE REASONABLY ACCEPTABLE TO LESSEE AND SUCH MORTGAGEE, WHICH
SHALL PROVIDE THAT THE MORTGAGEE THEREUNDER SHALL AGREE THAT THE MORTGAGEE, AND