1
EXHIBIT 10.16
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into this 31st day
of March, 1997, by and between Ugly Duckling Corporation, a Delaware corporation
(the "Sublessee") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, a Delaware corporation, (the
"Sublessor").
WHEREAS, by lease dated January 21, 1994 (the "Lease") Sublessor leased from
Camelback Esplanade Limited Partnership No. 3, an Arizona limited partnership
(the "Lessor") certain premises consisting of approximately seven thousand eight
hundred fifty (7,850) square feet (the "Premises") in the building located at
2525 East Camelback Road, Phoenix, Arizona (the "Building"); and
WHEREAS, effective March 10, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Limited Partnership No. 3
conveyed its interest as Lessor to Property Arizona OBJLW One Corporation; and
WHEREAS, Sublessor has agreed to sublease a portion of the Premises, consisting
of approximately one thousand nine hundred forty (1,940) square feet as depicted
on Exhibit "A" (the "Subleased Premises") to Sublessee on the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the rents, covenants, agreements,
stipulations and provisions contained herein to be paid, kept and performed by
both Sublessee and Sublessor, the parties do hereby agree as follows:
1. TERM: Sublessor does hereby demise and sublease the Subleased Premises to
Sublessee and Sublessee does hereby sublease the Subleased Premises from
Sublessor for a period of approximately thirty-five (35) months commencing
on the 21st day of April, 1997 (the "Commencement Date") and ending on the
24th day of February, 2000 unless sooner terminated pursuant to any
provision hereof (the "Term").
2. USE: The Subleased Premises shall be used for Sublessee's office use, and
for no other use whatsoever.
3. RENT: Sublessee covenants and agrees to pay to Sublessor, without deduction
or set off, minimum rental for the Term (the "Minimum Rent") as follows:
Period Minimum Monthly Rent
April, May, June 1997 Free
July 1997 $3,168.15
August 1997 - February 2000 $3,637.50
In the event any payment of Minimum Rent or Additional Rent (as defined
below) is not paid within five (5) days following the date due, Sublessee
shall pay to Sublessor, upon demand, a late charge equal to five cents for
each dollar overdue.
4. SECURITY DEPOSIT: Concurrently with the execution hereof, Sublessee shall
deposit with Sublessor the sum of Three Thousand Six Hundred Thirty-Seven
and 50/Dollars ($3,637.50) (the "Security Deposit") to ensure the timely
and faithful performance of each of the terms and conditions hereof by
Sublessee. Sublessor shall have the right to commingle said funds with
other funds of Sublessor. Sublessor shall hold the
2
Security Deposit and shall have the right, but not the obligation, to use
the same to cure any default by Sublessee hereunder or to repair any damage
to the Subleased Premises caused by Sublessee, its employees, agents or
invitees. In the absence of any default or damage to the Subleased
Premises, Sublessor shall repay said sum, without interest, to Sublessee
within thirty (30) days following the end of the Term, as the same may be
extended. In the event Sublessor applies the Security Deposit or any
portion thereof in accordance with this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall be
obligated immediately to pay to Sublessor the amount required to restore
the Security Deposit to its original amount.
5. TIME AND PLACE OF PAYMENT: With the exception of the payment of the first
month's Minimum Rent which shall be delivered by Sublessee to Sublessor
upon Sublessee's execution of this Sublease, all payments of Minimum and
Additional Rent (collectively, the "Rent") shall be made, in advance,
without notice, on the first (1st) day of each month during the Term,
payable to the order of "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇" and addressed to ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ATTN: Lease
Administration or to such other person or at such other place as Sublessor
may from time to time designate in writing.
6. OPERATING EXPENSE AND REAL PROPERTY TAX REIMBURSEMENT AND METHOD OF
PAYMENT: On and after the date Sublessee is required to pay Minimum Rent,
utilizing 1996 as the base year, Sublessee shall be obligated to reimburse
Sublessor for Sublessee's Proportionate Share (as defined below) of any
rent escalation assessed by Lessor under the terms of the Lease including,
without limitation, escalations with respect to real property taxes and
operating expenses. Rent escalation amounts and all other sums, except
Minimum Rent, which Sublessee is obligated to pay to Sublessor hereunder
are collectively "Additional Rent".
Sublessee's reimbursement to Sublessor for rent escalations shall be made
in the same manner in which payment is to be made by Sublessor to Lessor
under the Lease, either by lump sum payment or by adjustment of the monthly
Rent payment provided, however, that notwithstanding the terms of the Lease
and the method of payment by Sublessor thereunder, in the event Sublessee
fails to pay its Proportionate Share of rent escalations when due,
Sublessor shall have the right thereafter to require Sublessee to pay to
Sublessor one-twelfth (1/12th) of the estimated annual rent escalation
concurrently with the payment of each monthly payment of Minimum Rent due
hereunder. In either case, Sublessor shall support its reimbursement
request or rental adjustment notice with a copy of the escalation
notification received from Lessor. Furthermore, in the event Sublessor
exercises its right to require the payment of rent escalations each month
on an estimated basis, promptly upon receipt of actual rent escalation
figures for the calendar year, Sublessor shall, in the case of any
overpayment by Sublessee, credit such overpayment to the next due
installment(s) of rent escalation payments. In the case of any underpayment
by Sublessee, Sublessee shall pay such sums to Sublessor upon receipt of an
invoice from Sublessor setting forth the amount due. As used herein,
Sublessee's Proportionate Share shall mean twenty-four and 71/100 percent
(24.71%).
7. BUSINESS PRIVILEGE TAXES, BUSINESS USE TAXES AND OCCUPANCY TAXES: Sublessee
agrees to pay any rental tax, revenue tax or charge, occupancy tax,
business privilege tax, business use tax or any other tax that may be
levied against the Subleased Premises or Sublessee's use or occupancy
thereof during the Term.
-2-
3
8. RIGHT OF ENTRY: Following the date of this Sublease and prior to the
Commencement Date, Sublessee shall have access to the Subleased Premises,
upon reasonable prior notice to Sublessor, for the purpose of evaluating
what alterations, repairs or improvements are needed to modify the
Subleased Premises for its use. Sublessee may not commence any such
alteration, repair or improvement until Sublessor and Lessor shall have
consented thereto pursuant to Paragraph 10 and Lessor shall have consented
to this Sublease. Sublessee's access to the Subleased Premises prior to the
Commencement Date shall be subject to all of the terms and conditions of
this Sublease, except for the payment of Rent. Sublessee hereby agrees to
indemnify and hold harmless Sublessor and Lessor from any and all
liability, claims, demands, expenses, damages and judgments arising as a
result of Sublessee's access to the Subleased Premises pursuant to this
Paragraph 8.
9. ACCEPTANCE AND SURRENDER OF SUBLEASED PREMISES: Sublessee agrees to accept
the Subleased Premises in its present "as is" condition at the date of this
Sublease, it being both parties intent that Sublessee shall bear the full
cost and expense of modifying or renovating the Subleased Premises for its
use.
Sublessee shall, at the end of the Term or upon sooner termination of this
Sublease pursuant to the terms hereof, promptly surrender the Subleased
Premises in good order and condition and in conformity with the applicable
provisions of this Sublease and the Lease, excepting only reasonable wear
and tear.
10. ALTERATIONS AND MODIFICATIONS: Sublessee agrees to obtain Sublessor's and
Lessor's prior written approval of alterations, modifications, repairs or
renovations made to the Subleased Premises. Sublessor agrees that it shall
promptly review plans and drawings submitted and that it will not
unreasonably delay or deny approval with respect to non-structural
alterations. Notwithstanding the foregoing, Sublessor's consent to such
alterations shall be subject to Lessor's consent thereto. Any alterations,
modifications or renovations of or to the Subleased Premises shall be
limited to partition changes (non-bearing walls), electrical and mechanical
alterations, telephone relocations, and decorating. The structural
integrity of the Building will not be disturbed in any way. Sublessee shall
provide Sublessor with a waiver of liens prior to the commencement of any
alterations or modifications to the Subleased Premises and a release of
liens at the completion of any alterations or modifications to the
Subleased Premises executed by all contractors who performed such
alterations or modifications. In addition, Sublessee agrees that all work
performed upon the Subleased Premises shall be done in a good and
workmanlike manner and shall be in accordance with all applicable law. All
alterations, modifications and renovations, upon completion of construction
thereof, shall become part of the Subleased Premises and the property of
Sublessor without payment therefore by Sublessor and shall be surrendered
to Sublessor at the end of the Term or upon sooner termination of this
Sublease pursuant to the terms hereof; provided, however, that, if
requested by Sublessor, Sublessee shall, at Sublessee's sole cost and
expense, remove all such alterations, modifications and renovations, or any
part or parts thereof specified by Sublessor, from the Subleased Premises
and shall repair all damage caused by installation and removal.
-3-
4
l1. REPAIRS/MAINTENANCE: Sublessee shall, throughout the Term, at its sole cost
and expense, keep the Subleased Premises clean, remove all refuse, trash
and debris therefrom, keep waste and drain pipes open and generally
maintain the Subleased Premises and the improvements now or hereafter
comprising all or any part of the Subleased Premises and the fixtures and
appurtenances thereto in good order, repair and condition normal wear and
tear only excepted. Sublessee shall promptly, at Sublessee's own cost and
expense, make all repairs necessary to maintain such good order, repair and
condition. In addition, Sublessee shall, at its sole cost and expense,
promptly repair all damage or injury to the Subleased Premises, making
replacements, if necessary, caused by (a) the negligence or willful
misconduct of Sublessee or its employees, agents, invitees, licensees,
subtenants or contractors; (b) the act of moving in or out of the Subleased
Premises; and/or (c) the installation and/or removal of any furniture,
fixtures or other property.
12. LEASE CONTROLLING: Except as herein provided, Sublessee agrees to comply
with all of the terms and conditions set forth in the Lease (a copy of
which is attached hereto as Exhibit "B" and made a part hereof) as are to
be performed by Sublessor as Lessee thereunder. All of the terms and
conditions of the Lease shall apply in the same manner to Sublessee as they
are expressed therein to apply to Sublessor as Lessee thereunder except as
modified or deleted pursuant to the terms of this Sublease.
13. LEASE IN EFFECT: Sublessor warrants and represents, to the best of
Sublessor's knowledge, information and belief, that the Lease is subsisting
and is in full force and effect, Sublessor is not in default thereunder,
and all rents, additional rents and charges due thereunder are and will be
paid.
14. SUBLETTING OR ASSIGNMENT: Sublessee covenants that it will not assign its
interest in this Sublease, in whole or in part, or permit the subletting of
the Subleased Premises or any part thereof without the prior written
consent of Sublessor and Lessor which consent shall not be unreasonably
withheld or delayed.
15. INSURANCE AND INDEMNITY: Sublessee agrees to indemnify and hold harmless
both Sublessor and Lessor from and against all liability, claims, demands,
expenses, damages and judgments arising from property damage or injury to
third parties (including wrongful death) upon the Subleased Premises during
the Term or any extension thereof, unless due to the gross negligence or
willful misconduct of Sublessor. Sublessee agrees, at its own cost and
expense, to keep the Subleased Premises insured under a public liability
policy against claims for property damage and personal injury to third
parties (including wrongful death). The minimum amounts of such insurance
coverage shall not be less than the amounts required by the Lease. Upon
execution of this Sublease by Sublessee and at least thirty (30) days prior
to the expiration date of such policies, Sublessee shall furnish to Lessor
and Sublessor a certificate or certificates of insurance confirming that
the required insurance is in full force and effect with all premiums paid
current. Sublessee further agrees to indemnify and hold harmless Sublessor
and Lessor from all liability arising out of the filing of any mechanic's
or materialman's lien against the Subleased Premises by reason of any act
or omission of Sublessee.
-4-
5
16. PERSONAL PROPERTY: Sublessee agrees to assume full responsibility for its
personal property located at the Subleased Premises, and to indemnify and
hold harmless Sublessor and Lessor against damage sustained by fire, theft
or other casualty loss.
17. NOTICES: All notices required shall be given by registered or certified
mail, postage prepaid, return receipt requested. Notice to the Sublessee
shall be addressed to:
- Ugly Duckling Corporation
- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
- ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
- ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel
Notice to Sublessor shall be addressed to:
- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
- Township Line & Union Meeting Roads
- ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
- ATTN: Real Estate Administration
All notices shall be deemed received two (2) days after mailing.
18. HOLD OVER: Notwithstanding any provision of law or any judicial decision to
the contrary, no notice shall be required to terminate the Term on the date
herein specified as the end of the Term, and the Term shall expire on the
date herein mentioned without notice being required from either party. In
the event that Sublessee remains beyond the expiration date of the Term, it
is the intention of the parties and it is hereby agreed that a tenancy at
sufferance shall arise at a monthly rent equal to twice the monthly Minimum
Rent in effect at the expiration of the Term plus any amounts charged
against Sublessor as Lessee under the Lease for holdover rent or penalty.
It is further agreed that Sublessee shall indemnify and hold harmless
Sublessor from and against any and all liability, claims, demands,
expenses, damages and judgments incurred by Sublessor as a result of
Sublessee's retaining possession.
19. SUBLESSEE DEFAULT: The occurrence of any one or more of the following
events shall constitute a default under this Sublease by Sublessee:
a. The vacation or abandonment of the Subleased Premises by Sublessee.
b. The failure by Sublessee to make any payment of Minimum Rent,
Additional Rent or any other payment required to be made by Sublessee
hereunder on the date due where such failure shall continue for a
period of five (5) days after the same shall become due and payable.
c. The failure by Sublessee to observe or perform any of the covenants,
conditions or provisions of this Sublease other than as described in
the immediately preceding paragraph and/or the failure by Sublessee to
observe or perform any of the covenants, conditions or provisions of
the Lease to which Sublessee has agreed to be bound pursuant to the
terms of this Sublease, where such failure shall continue for a period
of fifteen (15) days after written notice thereof from Sublessor to
Sublessee.
-5-
6
d. The making by Sublessee of any general arrangement or assignment for
the benefit of creditors; Sublessee becomes a "debtor" as defined in
11 U.S.C. 101 or any successor statute thereto (unless, in the case of
a petition filed against Sublessee, the same be dismissed within sixty
(60) days); the appointment of a trustee or receiver to take
possession of all or substantially all of Sublessee's assets or of
Sublessee's interest in this Sublease, where possession is not
restored to Sublessee within thirty (30) days; or the attachment,
execution or other judicial seizure of all or substantially all of
Sublessee's assets or of Sublessee's interest in this Sublease, where
such seizure is not discharged within thirty (30) days.
20. REMEDIES: In the event of any such default by Sublessee, Sublessor may at
any time thereafter, without limiting Sublessor in the exercise of any
right or remedy which Sublessor may have by reason of such default or
breach:
a. Terminate Sublessee's right to possession of the Subleased Premises by
any lawful means, in which case this Sublease shall terminate and
Sublessee shall immediately surrender possession of the Subleased
Premises to Sublessor. In such event, Sublessor shall be entitled to
recover from Sublessee all damages permitted to be recovered by a
landlord pursuant to the laws of the jurisdiction
where the Subleased Premises are located, together with all damages
incurred by Sublessor by reason of Sublessee's default, including, but
not limited to, the cost of recovering possession of the Subleased
Premises, reasonable attorneys fees, and any real estate commission
actually paid.
b. Maintain Sublessee's right to possession in which case this Sublease
shall continue in effect whether or not Sublessee shall have vacated
or abandoned the Subleased Premises. In such event, Sublessor shall be
entitled to enforce all of Sublessor's rights and remedies under this
Sublease, under the laws of the jurisdiction where the Subleased
Premises are located at law and equity, including the right to recover
the Minimum Rent, Additional Rent, and all other sums due hereunder as
the same become due.
c. Declare the entire balance of Minimum Rent, Additional Rent and all
other sums payable hereunder during the remaining Term of this
Sublease to be immediately due, payable and in arrears as if by the
terms and provisions of this Sublease said balance of Minimum Rent,
Additional Rent and other sums were on that date payable in advance.
Any such acceleration by Sublessor shall not constitute a waiver of
any right or remedy of Sublessor.
d. Pursue any other remedy now or hereafter available to Sublessor under
the laws of the jurisdiction where the Subleased Premises are located
or in equity.
e. Pursue any remedy enforceable by Lessor under the Lease.
All remedies available to Sublessor hereunder shall be cumulative and
concurrent. No waiver or delay in enforcement by Sublessor of any breach of
Sublessee's obligations hereunder shall constitute a waiver of any such
breach or any subsequent breach.
-6-
7
21. INTEREST: In the event that any sums due and payable to Sublessor
pursuant to the terms of this Sublease are not paid when due, such sums
shall bear interest at the rate of twelve percent (12%) per year, from
the due date until actually paid, unless that rate is usurious as
applied to Sublessee in which event the rate shall be reduced to the
highest non-usurious rate. Neither the accrual nor the payment of
interest shall cure any default by Sublessee under this Sublease.
22. BROKERS: Sublessor and Sublessee represent, warrant and agree that each
has not dealt with any broker, agent, finder or other intermediary in
connection with the subletting of the Subleased Premises except Baylor
Investment Group (the "Listing Broker"). Sublessor shall be solely
liable for any commission due to the Listing Broker. Sublessor and
Sublessee agree to indemnify, defend and hold the other harmless from
and against any claims against the other resulting from a breach or
inaccuracy of the foregoing representation, warranty and agreement
which shall survive expiration, cancellation or other termination of
this Sublease.
23. COMPLIANCE WITH LAWS: Sublessee shall, throughout the Term of this
Sublease, observe and comply with all statutes, laws, ordinances,
notices, orders, rules, regulations and requirements of all federal,
state and municipal governments and appropriate departments,
commissions, boards and officers thereof, and notices, orders, rules
and regulations of the National Board of Fire Underwriters, or any
other body now or hereafter constituted exercising similar functions,
relating to the Subleased Premises, foreseen or unforeseen, ordinary as
well as extraordinary, or to the use or manner of use of the Subleased
Premises, or to the fixtures and equipment thereof.
24. AUTHORITY: The parties executing this Sublease represent and warrant
that they have the full right and lawful authority to execute this
Sublease for the Term, in the manner and upon the conditions and
provisions herein contained.
25. FURTHER DOCUMENTS: Each party agrees to execute and deliver to the
other all instruments which may reasonably be required to carry out all
terms and provisions of this Sublease.
26. RECOVERY OF FEES: If either party is successful in enforcing against
the other any legal or equitable remedy for a breach of any provision
of this Sublease, the successful party shall be entitled to recover its
expenses and reasonable attorney's fees as determined by the court as
part of the judgment or decree.
27. BINDING EFFECT: This Sublease shall be binding upon the successors and
permitted assigns of Sublessee and Sublessor.
28. INTEGRATED DOCUMENT: This instrument embodies all of the agreements
between the parties with respect to the Subleased Premises, and no oral
agreements, prior correspondence or other prior writings shall be held
to vary the provisions hereof. Any subsequent changes or modifications
shall become effective only by a written instrument duly executed by
Sublessee and Sublessor.
-7-
8
29. LESSOR'S CONSENT: This Sublease is contingent upon, and shall have no
force or effect until receipt of, the Lessor's written consent hereto.
30. PARKING: Sublessee shall have the nonexclusive right to use eight (8)
unreserved parking spaces located in the parking structure of the
Building. Sublessee shall pay directly to Sublessor Sublessor's then
prevailing rates per the Lease for the eight (8) parking spaces.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease Agreement as
of the day and year first above written.
WITNESS: SUBLESSEE:
UGLY DUCKLING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President
WITNESS: SUBLESSOR:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
By: /s/ Illegible By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇. Vice President
General Counsel & Secretary
-8-
9
[GRAPHIC OF FLOOR PLAN]
7/25/96
EXISTING DESIGN
PHOENIX AZ
NORTH
EXHIBIT A
10
EXHIBIT "B"
[INSERT COPY OF PRIME LEASE]
11
11th Floor
CONSENT TO SUBLEASE
THIS CONSENT TO SUBLEASE is entered into as of the 28th day of April _,
1997, by and among PROPERTY ARIZONA OBJLW ONE CORPORATION, an Oregon corporation
("Landlord"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, a Delaware corporation ("Sublessor"), and UGLY
DUCKLING CORPORATION, a Delaware corporation "Sublessee").
WITNESSETH:
WHEREAS, Camelback Esplanade Limited Partnership No. 3, an Arizona
limited partnership ("Former Landlord"), entered into a written lease agreement
with Sublessor, dated January 21, 1994 (the "Master Lease"), whereby Former
Landlord leased to Sublessor certain premises in the building known as ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Building") consisting of all of
approximately 7,850 rentable square feet of space on the 11th floor of the
Building (the "Premises"), and
WHEREAS, Landlord is the owner of the Building and has succeeded to all
of the rights of Former Landlord under the Master Lease; and
WHEREAS, Sublessor desires to sublet a portion of the Premises
containing approximately 1,940 rentable square feet (the "Subleased Premises")
to Sublessee and Sublessee desires to lease the Subleased Premises from
Sublessor; and,
WHEREAS, the terms of the Master Lease require the consent of Landlord
to any such subletting and Landlord has agreed to grant such consent pursuant to
the terms of this agreement.
NOW, THEREFORE, Landlord hereby consents to the sublease of the
Subleased Premises between Sublessor and Sublessee dated as of March 31, 1997
(the "Sublease"), a copy of which Sublease is attached hereto and made a part
hereof as Exhibit "A", subject to the following terms and conditions:
1. The Sublease shall be subject and subordinate at all times to all of
the covenants, agreements, terms, provisions and conditions of the Master Lease
(as appropriately amended by the Sublease) and of this Consent. Neither
Sublessor nor Sublessee shall do or permit anything to be done in connection
with the Sublease or Sublessee's occupancy of the Subleased Premises as defined
in the Sublease which will violate the Master Lease or this Consent.
2. Sublessee will not, without prior written consent of Landlord in
each instance, assign the Sublease or sublet the Subleased Premises or any part
thereof.
1 - CONSENT TO SUBLEASE
12
3. Sublessee agrees that no alterations, additions or physical changes
will be made in the Subleased Premises or any part thereof without Landlord's
prior written consent in each instance.
4. This Consent by Landlord shall not be deemed in any way or manner a
release of Sublessor from any and all obligations to be performed by Sublessor
as the Tenant under the Master Lease. The parties hereto agree that Landlord
may, after a default by Sublessor under the Master Lease, collect all rents due
and owing from Sublessee, and such collection thereof shall not be deemed a
waiver of any rights and remedies of Landlord against Sublessor as the Tenant
under the Master Lease.
5. Notwithstanding anything to the contrary contained in the Sublease,
nothing therein, or contained in this Consent, shall enlarge or increase
Landlord's obligations or liability under the Master Lease or otherwise, and in
the event of a default in the Master Lease which results in a termination
thereof, the Sublease and Sublessee's rights in the Subleased Premises shall
also be terminated.
6. Upon the effective date of the Sublease, Sublessee agrees to be
fully bound and obligated under all the terms and conditions of the Master
Lease. This Consent by Landlord shall not act to bind Landlord to perform any of
the obligations of Sublessor as may be provided in the Sublease.
7. Landlord hereby certifies that, to the best of its actual knowledge,
as of the date of this Consent, Sublessor is not in default under any of the
terms of the Master Lease, nor is there any condition which, with notice or the
passage of time or both, would constitute a default by Sublessor,
8. Pursuant to Paragraph 15 of the Master Lease, Sublessor shall pay
Landlord upon execution of this agreement the sum of Two Hundred Fifty and
no/100ths Dollars ($250.00) to reimburse Landlord for its reasonable attorney's
fees and costs incurred in preparing this Consent to Sublease.
9. This Consent to Sublease constitutes the entire and complete
agreement of the parties with respect to the subject matter hereof, and
supersedes all prior or contemporaneous agreements, statements, promises,
understandings, arrangements, and commitments, all of which, whether oral or
written, are merged herein.
10. Each party represents that the person executing this Consent for
such party is acting on behalf of such party and is duly authorized to execute
this Consent for such party.
11. This Consent may be executed in counterparts, each of which shall
be deemed an original, and all of which when executed and delivered shall
together constitute one and the same instrument.
2 - CONSENT TO SUBLEASE
13
IN WITNESS WHEREOF, the parties hereto have caused this Consent to
Sublease to be duly executed as of the day and year first above written.
LANDLORD: PROPERTY ARIZONA OBJLW ONE CORPORATION,
an Oregon corporation
By: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Realty Advisors
a New York limited partnership]
Its Authorized Agent
By: ▇▇▇▇▇ Lang Wootton Realty Advisors, Inc.
a New York corporation
Its General Partner
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SUBLESSOR: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. L'Eccyer
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. L'Eccyer
Title: Corporate Director
SUBLESSEE: UGLY DUCKLING CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President
U:\USERS\OPERF\CAME4930.UNI
3 - CONSENT TO SUBLEASE April 15, 1997(4:22pm)