EFTA00593681.pdf

ART USE AGREEMENT AP NARROWS IT THIS ART USE AGREEMENT (the "Agreement") is made by and between AP Narrows LP, a Delaware limited partnership (the "Partnership"); Barry J. Cohen, as Manager (the "Manager") of the LDB 2011 LLC (the "Company"), a Delaware limited liability company; Barry J. Cohen, John J. Hannan and Richard Ressler, as the trustees (the "APO! Trustees") of the trust created under the APO1 Agreement dated October 25, 2013 ("APO1 Agreement"); Barry J. Cohen, John J. Hannan and Richard Ressler, as the trustees (the "APO2 Trustees") of the trust created under the APO2 Declaration dated February 20, 2014 ("APO2 Declaration"); Bradley J. Wechsler, as the trustee (the "APO- B Trustee") of the trust created under the APO-B Trust dated 2015 (the "APO-B Trust") (the APO-B Trustee together with the APO1 Trustees and the APO2 Trustees, collectively the "Trustees"); Narrows Holdings, LLC ("Holdings"), a Delaware limited liability company; Leon D. Black ("LDB" and together with the Trustees and Holdings, the "Partners"); and Debra R. Black ("DRB") (the Partnership, the Company, the Partners and DRB, collectively, the "Parties"). WHEREAS, the Partnership owns a 100% membership interest in the Company; WHEREAS, the Partnership, directly, or indirectly through its ownership of the Company, owns the items of art listed on the attached Schedule A (the "Art")- WHEREAS, by Section 8.1.1 of the Limited Partnership Agreement of the Partnership, dated February 24, 2015, the Class B General Partners have full authority to make all decisions regarding use of the Partnership property, including the Art, by the Partners during any period that such property is not being rented for fair market value or loaned for exhibition by the Partnership (a "Use Period")• WHEREAS, the Partners collectively own a 100% partnership interest in the Partnership; WHEREAS, the Art currently is not otherwise rented for fair market value; WHEREAS, the Class B General Partners have determined (and the Company agrees) to permit the rent-free use of the Art during each Use Period by LDB, the Trustees and Holdings, as sole Partners, and the Partners have agreed to such use; WHEREAS, DRB is a beneficiary of APO1 Agreement and the APOI Trustees have the power to permit DRB to use trust property; WHEREAS, DRB is a beneficiary of APO2 Declaration and the APO2 Trustees have the power to permit DRB to use trust property; WHEREAS, DRB is a beneficiary of APO-B Trust and the APO-B Trustee has the power to permit DRB to use trust property; An Use Agreement-AP Narrows LP. LDB 2011 LLC. Partners of AP Narrows LP US1:9700558v8 EFTA00593681 WHEREAS, the Trustees have determined, to the extent the Trustees may use the Art, to permit the rent-free use of the Art by DRB during such Use Period, and DRB has agreed to such use; WHEREAS, the Parties would like to formalize the terms under which the Trustees, the Company and the Partnership have agreed to allow LDB and DRB (collectively, the "Tenants") to use the Art during a Use Period; and WHEREAS, the Tenants acknowledge that the Art listed on Schedule A not presently on loan for exhibition is currently in their possession and is in good condition. NOW THEREFORE, the Parties agree as follows: 1. INSURANCE. The Partnership shall be required to maintain, and shall pay all premiums with respect to, all risk property insurance coverage for the Art during the term of this Agreement. The Tenants shall be provided with a copy of such coverage and shall be immediately notified of any change or cancellation of such insurance. 2. LIABILITY. Each of the Tenants agrees that he or she shall be liable to the Partnership for any damage to or loss of the Art during a Use Period that is not covered by the Partnership's property insurance, but only to the extent that such damage or loss is a direct result of such Tenant's gross negligence or willful misconduct. 3. RENT-FREE USE. The Tenants shall not be required to make any payment to the Partnership or Partners in exchange for the use of the Art. 4. OBLIGATION OF TENANTS. Each of the Tenants agrees that he or she shall, during each Use Period: a. maintain possession of the Art on behalf of the Partnership during the term of this Agreement; b. maintain the Art in good condition and comply with all reasonable recommendations which may be made by any expert employed by the Partnership concerning the conditions in which the Art should be kept for the purposes of maintaining the Art in good condition; provided, however, the Parties agree that the Art may be subject to gradual inherent deterioration for which no Party is responsible; c. undertake such work of conservation as reasonably may be required by the Partnership and to comply with any terms reasonably laid down by the Partnership as to the manner in which and the persons by whom any such works of conservation may be conducted; d. notify the Partnership immediately of any damage to or theft of the Art; 2 Doti: USI:9700558v8 EFTA00593682 e. take all reasonable steps to preserve the Art in a clean and reasonable state of repair (damages by fire and other insurable risks excepted); and f. permit the Partnership or any person authorized by the Partnership at reasonable times and upon reasonable notice to inspect the Art and to give the Partnership at all times reasonable information as to the location of the Art. 5. TERM. This Agreement shall terminate on the day prior to the first anniversary of the Effective Date (as defined below). The Tenants shall have the right to extend the term of this Agreement for consecutive terms of one (1) year each. Such extensions shall be automatic for so long as the Partners own the Partnership, the Partnership owns the Art, DRB is a beneficiary of the APO1 Agreement, APO2 Declaration and APO-B Trust and the Tenants are then living; provided, however, that each of the Tenants and the Partnership shall have the right to elect not to extend the term of this Agreement by giving written notice to the other Parties at least sixty (60) days prior to the expiration of the then current term. Such notice shall be delivered to the other Parties pursuant to paragraph 8 hereof. 6. TERMINATION AND RETURN OF ART. Upon termination of this Agreement pursuant to paragraph 5 hereof, no Party shall have any further obligation to the other Parties, except as specifically provided in this paragraph. The Tenants shall return the Art to the Partnership within thirty (30) business days of termination at such Tenant's expense and to such address as the Partnership shall direct in a written notice delivered to such Tenant. The provisions of paragraphs I and 2, relating to insurance and liability for damage to the Art, shall survive the termination of this Agreement and shall continue until the Art has been delivered to the Partnership in accordance with this paragraph. 7. ART VALUATION IN EVENT OF LOSS OR DAMAGE. In the event of damage to or total loss of any item of the Art during a Use Period, the value of such item for purposes of adjusting claims for such loss shall be the fair market value of such item as agreed to by the Partnership and their insurance underwriters. For this purpose the "fair market value" of an item of Art shall mean the amount for which such item could have been sold immediately before the physical loss or damage which reduced the value of the item to the Partners and results in a claim for loss. 8. NOTICES. Any notice required herein shall be deemed to have been delivered to a Party at such time as it is actually received by such Party. Notices shall be delivered to a Party at the address set forth below, unless such Party provides another address to the other Party for purposes of delivering notices. To: DRB: Debra R. Black New York, New York 10021 3 Doti: USI:9700558v8 EFTA00593683 To: APO1 Agreement Or APO2 Declaration: To: APO-B Trust: To: Holdings: To: the Company: To: LDB: John J. Hannan, Trustee /o El sium Mana ement LLC New York, New York 10022 Bradley J. Wechsler, Trustee /o El sium Mana ement LLC New York, New York 10022 Leon D. Black, Sole Member and New York, New York 10021 Barry J. Cohen, Manager /o El sium Mana ement LLC New York, New York 10022 on D. Black New York, New York 10021 To: the Partnership: Bradley J. Wechsler, Trustee of APO-B Trust, Class B General Partner 9. ENTIRE AGREEMENT/CHOICE OF LAW. This Agreement contains the entire understanding between the Parties with respect to the Art and may only be modified by a written document signed by all Parties. This Agreement shall be interpreted in accordance with the laws of the State of New York. 10. EFFECTIVE DATE. This Agreement shall be effective as of 2015 (the "Effective Date"). 11. COUNTERPARTS. This Agreement may be executed in counterparts which, taken together, shall be treated as an original instrument. [Signature Page Follows] 4 Doti: USI:9700558v8 EFTA00593684 IN WITNESS WHEREOF, the Parties hereto have executed this Art Use Agreement as of the Effective Date. Debra R. Black Leon D. Black APO1 AGREEMENT By: Barry J. Cohen, Trustee By: Richard Ressler, Trustee By: John J. Hannan, Trustee APO2 DECLARATION By: Barry J. Cohen, Trustee By: Richard Ressler, Trustee By: John J. Hannan, Trustee APO-B TRUST By: Bradley J. Wechsler, Trustee 5 An Use Agreement-AP Narrows LP. LDB 2011 LLC. Partners of AP Narrows LP Dori: US1:9700558v8 EFTA00593685 NARROWS HOLDINGS LLC By: Leon D. Black, Sole Member and Authorized Person LDB 2011 LLC By: Barry J. Cohen, Manager AP NARROWS LP APO-B Trust, Class B General Partner By: Bradley J. Wechsler, Trustee An Use Agreement-AP Narrows LP. LDB 2011 LLC. Partners of AP Narrows LP Doc$: US1:9700558v8 EFTA00593686 SCHEDULE A ART USE AGREEMENT An Use Agreement-AP Narrows LP. LDB 2011 LLC. Partners of AP Narrows LP Doc$: US1:9700558v8 EFTA00593687