45 Rock - Terms & Conditions

AGREEMENT
Thank you for selecting Studio Gather (sometimes referred to as “Location”, or “Licensed Area”) at 45 Rock (the “Building”) for your Meeting Room (the “Meeting”). The following represents an agreement (“Agreement”) between RCPI Landmark Properties, L.L.C. (“Studio Gather”, “we”, “us” or “our”) and you (“Patron”, “you/r” or “Group”) and outlines specific conditions and services to be provided.

ADDITIONAL THIRD-PARTY VENDORS
Any additional third-party vendors providing services outside the scope of our exclusive vendors require approval by us. All vendors secured by the client must supply a certificate of insurance and must complete a load in and out form prior to arriving at the venue or loading dock.

CANCELLATION FEES

Cancellation fees for Event

Cancellation fees for Meeting

Meetings can be canceled up to 24 hours before the start time of the booking. Meetings made day-of can be canceled within 15 mins of booking. 3% of the deposit for both types of cancelations is non-refundable.

USE OF STUDIO GATHER
The Event or Meeting shall be private and shall include only bona fide guests of your group. No fees, admission charges or exchanges of money shall be collected at or in connection with Studio Gather without our prior written consent. Except in the case of a full buy-out, you recognize that the use of Studio Gather is non-exclusive and you agree to cooperate in connection with other persons and organizations using the space. We will not rent out areas to impede or conflict with event production or flow.
You will not make any installations, improvements, additions or other physical changes to the Location without prior approval.

If any part or area of Studio Gather or any property operated or maintained by you in connection with Studio Gather shall be damaged by any act or omission by you or of any of Licensee’s guests, invites, employees, agents or vendors in connection with the Event or Meeting, you shall pay Studio Gather all cost to restore such damaged area or property to its previous condition, and you assume responsibility for all such acts and conduct of such persons.

INSURANCE
You shall, at your sole cost and expense, procure and maintain in full force and effect during the Event or Meeting commercial general 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 in the INDEMNIFICATION section below, insuring you, and to include as additional insureds, for whom this coverage will be primary for any occurrence arising out of the use of the Location granted in this agreement, the parties listed on Exhibit B below hereto under a policy with minimum limits of coverage in the amount of $3,000,000 each occurrence with a $5,000,000 annual aggregate.

The public liability insurance required pursuant to this agreement shall be obtained from such companies and upon such forms as may be reasonably approved by us. Certificates of such insurance policies have previously been furnished by you to us.

INDEMNIFICATION
You hereby agree to indemnify Studio Gather and its employees, agents, trustees, beneficiaries, directors, partners, subsidiaries, affiliates, assigns and successors (collectively, “the Indemnified Parties”), and save us and them harmless from and with respect to, any and all claims, demands, suits, liabilities, losses and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred (and reasonably substantiated) in the defense of any legal action for or by reason of any (or any alleged) injury or death to persons or damage to property or otherwise arising out of or in connection with your use of the Location or the performance of the Event or Meeting, including, but not limited to the serving and sale of alcoholic beverages, or otherwise caused by you, your employees, contractors, vendors or service providers or by reason of any breach by you, your employees, contractors, vendors or service providers of any of the terms or conditions of the Agreement. Notwithstanding the foregoing, you shall not be obligated to indemnify Studio Gather or any of the Indemnified Parties to the extent of such party’s negligence or willful misconduct.

INVITATIONS AND ADVERTISING
Any publicity and advertising material that is generated from you, insofar as it relates to or concerns the Location (other than as incidental background use), Studio Gather, Tishman Speyer, or any of their affiliates, shall be subject to our prior written approval. You shall have the right to make reasonable use of the words “Rockefeller Center” or “Rockefeller Plaza” or any combination or simulation thereof as a locational reference only, in connection with the advertisement or promotion of the Event or Meeting.

INTERNET POLICY
While at Studio Gather, use of the Internet must be in accordance with our terms of services as amended from time to time, which are available at: http://www.yourstudio.com/documents/internet-policy/

OTHER TERMS AND CONDITONS
• The Location is located in a tenant occupied building and although music is permitted, the sound level of the music is subject to review by the building supervisors. Sound checks must be done with prior approval.
• If either party hereto is unable to perform its obligations under this Agreement for any reason beyond its reasonable control, including but not limited to, strikes, labor, disputes, accidents, government requisitions, terrorism, restrictions or regulations on travel, food, service operations, commodities or supplies, acts of war or acts of God (a “Force Majeure Event”), then either party may terminate this Agreement, and you will be entitled to a refund of any sums paid by you hereunder (provided you are not in default under this Agreement).
• No representation or warranty is made or implied by us as to the condition or fitness for use of the Location in connection with the Event or Meeting, or of any facilities, material or equipment which, if requested by you or your employees, vendors or service providers, may be furnished by us or our agents, employees or contractors.
• All laws, rules, regulations and orders of any federal, state or municipal authority applicable to the use of the Location (of which we shall notify you in advance) shall be complied with by you and your employees, contractors, vendors and service providers, and that neither we nor our agents, employees or contractors shall have any responsibility for the securing of any police or other permits, except as described in paragraph 2 above, or consents which may be required. You, your employees, vendors and service providers will comply with any and all reasonable rules and regulations that we may prescribe, including, without limitation, the Rules and Regulations, which are available at https://yourstudio.com/documents/studio-gather-rules-and-regulations/.
• Your employees, vendors and service providers employed by you shall be only such as in our opinion will work in harmony with other contractors, vendors and service providers performing work or providing services at the Location and that all labor employed in connection with the Event or Meeting shall be employed under arrangements conforming to our employment practices (of which we shall notify you in advance) and to such union agreements as we shall have in effect (of which we shall notify you in advance). In case any jurisdictional or other dispute affecting adherence to said practices and/or union agreements shall arise and shall not have been settled to our satisfaction prior to the start of the Event or Meeting, the license hereby granted shall be deemed rescinded and the Event or Meeting shall be postponed until such time as the dispute has been resolved or settled (subject to availability of the Location).
• You shall reimburse us, within 10 business days after demand, for all reasonable costs and expenses which may be incurred by us (a) for any material or services we may furnish upon request of you, your employees, vendors or service providers (including, but not limited to, the costs associated with our provision of electricians, rest room attendants, cleaning and security) or (b) as a result of any breach by you, your employees, vendors or service providers of any of the terms or conditions of this Agreement. We shall provide you with reasonably detailed backup information relating to any such costs and expenses prior to incurring same, to the extent reasonably possible.
• You shall not have the right to assign any of your rights or obligations hereunder, and any attempt to do so shall be void.
• You shall not violate, or cause Studio Gather to be in violation of, any of the covenants or restrictions on broadcasting set forth in the Declaration of Covenants and Restrictions dated as of July 17, 1996, a copy of which shall be provided to you.
• Notwithstanding anything to the contrary herein, no direct or indirect partner, member or shareholder of Studio Gather (or any officer, director, agent, member, manager, personal representative, trustee or employee of any such direct or indirect partner, member or shareholder) shall be personally liable for any debts or other obligations of Studio Gather or in respect of any claims against Studio Gather arising under this letter agreement, and any such debts, obligations or claims shall be satisfied solely out of the assets of Studio Gather. No personal judgment shall be sought or obtained against any direct or indirect partner, member or shareholder of Studio Gather (or any officer, director, agent, member, manager, personal representative, trustee or employee of any such direct or indirect partner, member or shareholder).
• This agreement is not to be construed as in any way granting to you any interest in the Location; it is being intended that this agreement merely grants to you a license to enter upon and use the Location in accordance with the terms hereof and will not be deemed to grant to you a leasehold or other real property interest in the Location.
• This agreement contains all of the terms, conditions, and promises of the parties hereto and no modification or waver of any provisions hereof shall be valid or binding unless in writing and executed by each of the parties hereto. This Agreement supersedes and cancels all other and former agreements and understandings between the parties as of the date hereof.

EXHIBIT B

ADDITIONAL INSUREDS
To be added to all Certificates of Insurance

Studio Gather at 45 Rock

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

Broad Name Insured:
Tishman Speyer Properties, L.P., Agent for (Owner)
And any person or organization defined as a Named Insured below
Any other person or organization for which a Named Insured listed above:
A. has management control; or
B. owns an equity interest as evidenced in a written contract or written agreement; or
C. is required to purchase insurance, naming the person or organization as a Named Insured,
pursuant to a written contract or written agreement; or
D. as a slate of officers comprised exclusively of employees of Tishman Speyer Properties, L.P.
or Tishman Speyer Properties, Inc. or any of their direct or indirect subsidiaries..,
prior to the “bodily injury”, “property damage” or ‘personal and advertising injury” occurring.
The final paragraph of Section II – Who is an Insured does not apply to the persons or organizations under A, B, C, or D above
All additional insured’s must appear as part of the Certificate of Insurance. They must be verbatim – Re-Worded versions will not be accepted.
No abbreviations or misspellings will be accepted.