TOP OF THE ROCK, L.L.C.
LOCATION AGREEMENT
This Location Agreement ("Agreement") is entered into as of June 12, 2013 by and between Topanga Productions, Inc. ("You") and Top of the Rock, L.L.C. ("TOR") in connection with your access to and use of a portion of the Top of the Rock Observation Deck designated by TOR and reasonably approved by You (the “Location”) located at 30 Rockefeller Plaza, New York, New York, in connection with the filming (the “Filming”) of portions of the television show currently titled “The Michael J. Fox Project” (the “Show”) on June 12, 2013.
For promotional consideration and other good and valuable consideration, the receipt of which You hereby acknowledge, You and TOR agree as follows:
TOR grants to You and your employees, contractors, agents, licensees and assigns the right: (a) to enter, remain on and occupy the Location beginning at 12:00 pm and ending no later than 1:30 pm, and then again beginning at 8:00 pm and ending at 9:30 pm on Wednesday, June 12, 2013 with personnel and equipment for the conduct of the Filming (including set up and break down) and undertaking related activities;(b) to make audio and video recordings on and of the Location for use in connection with the Filming; (c) use and any and all names, signs, works of art, trade names, trademarks, copyrights, logos or other proprietary trade designations of TOR or visible on the Location and/or Building;and (d) irrevocably, to edit, broadcast, transmit, and/or otherwise exploit such recordings in all manners, formats and media now known or hereafter devised throughout the universe in perpetuity in such manner and to such extent as You may desire, in connection with the Filming and/or the Show. You shall not be obligated to use any photographs or images from the Filming, or to make any actual use of recordings or photographs made on or of the Location. The film, photographs, and/or videotape taken from the Location shall only be used by You in connection with the Show and in connection with advertising, publicity, promotion, merchandising of the Show. TOR’s sole remedy for breach of this Agreement by You shall be an action for money damages. In no event will Owner be entitled to injunctive relief.
It is TOR’s understanding that you shall conduct the Filming on the south set back located on the 67th floor of the Building and the skyline from the 70th floor of the Building only (the “Location”). You expressly agree that you shall not be permitted to photograph any of the Top of the Rock Lobby, the Mezzanine or the Elevators. You shall provide TOR with a copy of all footage and/or images taken from the Location for TOR’s photo/footage library
It is our understanding that the Filming will involve the use of the following equipment (the “Equipment”): 1 camera and 1 tripod, and a 2 person crew (the “Crew”).
You shall use reasonable care to prevent damage to the Location and the Building and shall indemnify and hold harmless TOR and all other parties lawfully in possession of the Location for any claims, demands, and causes of action of any person based upon personal injuries or property damage suffered by such person resulting directly from any act or omission on Your part in connection with Your use of the Location, except to the extent that any of the foregoing arises out of the negligence or willful misconduct of TOR, its employees, or agents or any other parties lawfully in possession of the Location. TOR is under no obligation to make its security staff available to assist in dealing with any situations which may arise as a result of the Your activities. All crew members will need to follow TOR’s visitor/contractor procedures as provided in regard to signing into the building and wearing temporary property ID where appropriate. Under no circumstances will You or any of your employees or Crew disarm, disable, or tamper with any life safety devices in Location without the authorization of TOR. You will adhere to all applicable New York City fire law codes, administrative codes, and health codes while on the Location.
In full consideration for all rights granted toYouherein and as compensation for Your use of the Property in connection with the Photo Shoot, You hereby agree to pay TOR a fee in the amount of $6,500, which fee shall be due and payable upon your execution and delivery of this Agreement.
You shall not have the right to assign any of your rights or obligations hereunder. Notwithstanding the foregoing, You shall have the right to assign any and all rights in and to the Filming.
TOR represents and warrants that it is the operator of the Location and that TOR has the authority to grant you the permission and rights herein granted, and that no one else’s permission is required. You release TOR, its agents, employees, successors, assigns and affiliates, from any and all claims, demands and costs arising from or related to Your use of the Location and any of the use of the recordings made on the Location as contemplated herein, except if due to the negligence or willful misconduct of TOR, its agents, employees, successors, assigns or affiliates. You shall, at Your sole cost and expense, procure and maintain in full force and effect during the BroadcastFilming,commercial general and excess/umbrella liability insurance against claims for bodily injury or death and for damage to property, including but not limited to, insurance of the contractual liability referred to above, insuring You, and to include as additional insureds, for whom this coverage will be primary for any occurrence arising out of Your use of the Location as granted in this agreement and in accordance with the indemnity provisions herein, the parties listed on Exhibit A attached hereto under a policy(ies) with minimum combined limits of coverage in the amount of $3,000,000 each occurrence with a $5,000,000 annual aggregate.
Neither the beneficiaries comprising TOR, nor any of TOR’s trustees, shareholders, partners, agents, directors, employees or officers (collectively, the “Parties”) will be personally liable for the performance of TOR’s obligations under this agreement. You will look solely to TOR to enforce its obligations hereunder and will not seek any damages against any of the Parties. TOR’s liability for its obligations under this agreement will be limited to TOR’s interest in the Location and You will not look to any other property or assets of TOR or the property or assets of any of the Parties in seeking either to satisfy a judgment for our failure to perform such obligations.
This Agreement expresses the entire understanding between the parties with respect to the subject matter hereof and may not be changed, modified, or terminated except in writing. If any provision of this Agreement is adjudged to be void or unenforceable, same shall not affect the validity of this Agreement or of any other provision hereof.
Topanga Productions, Inc.Top of the Rock, L.L.C.
By: ______By: ______
Print name:______Print name:______
Title:______Title: ______
EXHIBIT A
ADDITIONAL INSUREDS
Top of the Rock, L.L.C.
RCPI Landmark Properties, L.L.C.
RCPI Mezz, L.L.C.
RCPI Holdco, L.L.C.
Tishman Speyer Crown Equities, L.L.C.
Tishman Speyer Properties, L.P.
Tishman Speyer Properties, Inc.
RCP Associates
The Board of Managers and each Manager of The Rockefeller Center Tower Condominium (ATIMA for NBC Studio, 30 Rockefeller Plaza and 1250 Avenue of the Americas)
RCPI 600 Fifth Holdings, L.L.C.
Wells Fargo Bank, N.A., as successor by merger to Wachovia Bank, N.A., as Master Servicer on behalf of Bank of America, N.A., as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-Rock
Bank of America, N.A