INDUSTRIAL BUILDING LEASE
LANDLORD: THE ▇▇▇▇▇ GROUP INC.
TENANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, INC.
LEASED PREMISES: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
TABLE OF CONTENTS
Section Page
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1. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS. . . . . . . . 1
1.0 Grant. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Basic Rent . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4. RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.0 Monthly Rent . . . . . . . . . . . . . . . . . . . . . . . . 2
4.1 Interest on Late Payments. . . . . . . . . . . . . . . . . . 2
5. IMPOSITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5.0 Payment by Tenant. . . . . . . . . . . . . . . . . . . . . . 2
5.1 Alternative Taxes. . . . . . . . . . . . . . . . . . . . . . 2
5.2 Evidence of Payment. . . . . . . . . . . . . . . . . . . . . 3
5.3 Right to Contest . . . . . . . . . . . . . . . . . . . . . . 3
6. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6.0 Kinds and Amounts. . . . . . . . . . . . . . . . . . . . . . 3
6.1 Form of Insurance. . . . . . . . . . . . . . . . . . . . . . 4
6.2 Fire Protection. . . . . . . . . . . . . . . . . . . . . . . 4
6.3 Mutual Waiver of Subrogation Rights. . . . . . . . . . . . . 4
7. DAMAGE OR DESTRUCTION. . . . . . . . . . . . . . . . . . . . . . . 4
7.0 Obligation to Rebuild. . . . . . . . . . . . . . . . . . . . 5
7.1 Preconditions to Rebuilding. . . . . . . . . . . . . . . . . 5
7.2 Payment for Rebuilding . . . . . . . . . . . . . . . . . . . 5
7.3 Excess Receipts by Landlord. . . . . . . . . . . . . . . . . 5
7.4 Failure to Rebuild . . . . . . . . . . . . . . . . . . . . . 5
8. CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.0 Taking of Whole. . . . . . . . . . . . . . . . . . . . . . . 6
8.1 Partial Taking . . . . . . . . . . . . . . . . . . . . . . . 6
9. MAINTENANCE 6 AND ALTERATIONS. . . . . . . . . . . . . . . . . . . 6
9.0 Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . 6
9.1 Alterations. . . . . . . . . . . . . . . . . . . . . . . . . 7
10. ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . . 7
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Section Page
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11. LIENS AND ENCUMBRANCES . . . . . . . . . . . . . . . . . . . . . . 8
11.0 Encumbering Title. . . . . . . . . . . . . . . . . . . . . . 8
11.1 Liens and Right to Contest . . . . . . . . . . . . . . . . . 8
12. UTILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. INDEMNITY AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . 8
13.0 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . 8
13.1 Waiver of Certain Claims . . . . . . . . . . . . . . . . . . 9
13.2 Environmental Matters. . . . . . . . . . . . . . . . . . . . 9
14. RIGHTS RESERVED TO LANDLORD. . . . . . . . . . . . . . . . . . . . 9
15. QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 10
16. SUBORDINATION OR SUPERIORITY . . . . . . . . . . . . . . . . . . . 10
17. SURRENDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
17.0 Surrender. . . . . . . . . . . . . . . . . . . . . . . . . . 10
17.1 Removal of Tenant's Property . . . . . . . . . . . . . . . . 11
17.2 Holding Over . . . . . . . . . . . . . . . . . . . . . . . . 11
18. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18.0 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18.1 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 13
18.2 Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . 14
18.3 No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 14
19. OPTION TO PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . 14
19.0 Option to Purchase . . . . . . . . . . . . . . . . . . . . . 14
19.1 Terms of Purchase. . . . . . . . . . . . . . . . . . . . . . 14
20. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
20.0 Estoppel Certificates. . . . . . . . . . . . . . . . . . . . 15
20.1 Landlord's Right to Cure . . . . . . . . . . . . . . . . . . 15
20.2 Amendments Must Be in Writing. . . . . . . . . . . . . . . . 15
20.3 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
20.4 Relationship of Parties. . . . . . . . . . . . . . . . . . . 16
20.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . 16
20.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . 16
20.7 Law Applicable . . . . . . . . . . . . . . . . . . . . . . . 16
20.8 Covenants Binding on Successors. . . . . . . . . . . . . . . 16
20.9 Landlord Means Owners. . . . . . . . . . . . . . . . . . . . 16
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INDUSTRIAL BUILDING LEASE
THIS LEASE is made this _____ day of July, 1991, by and between THE ▇▇▇▇▇
GROUP INC., a Delaware corporation ("Landlord"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, INC., a
Virginia corporation ("Tenant"), who hereby mutually covenant and agree as
follows:
1. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS
1.0 Grant. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the real estate commonly known as ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ and legally described on Exhibit "A"' attached hereto and made a part
hereof, together with all improvements now located thereon or to be located
thereon during the term of this Lease (the "Leased Premises").
1.1 Term. The initial term of this Lease shall commence on the date
hereof (hereinafter sometimes referred to as "Commencement Date"), and shall end
on July 31, 1993, and shall thereafter be renewed automatically from year to
year unless terminated as herein set forth.
1.2 Termination. Landlord and Tenant shall each have the right to
terminate this Lease as of July 31, 1993 or at any time thereafter by giving at
least six months' prior written notice thereof to the other party (which shall
be delivered in the manner set forth in Section 20.3 hereof), in which event the
term of this Lease shall be deemed to have expired on the effective date set
forth in said notice.
1.3 Basic Rent. The basic rent for the period from the Commencement Date
through July 31, 1992 shall be $20,203 per month. The basic monthly rent for
each twelve-month period shall be adjusted as of August 1 of each year,
commencing August 1, 1992, to an amount equal to (a) the sum of (i) simple
interest on the principal amount of $2,064,000 at the Prime Rate (as hereinafter
defined) which was in effect on the last business day of July of such year, plus
(ii) $67,000, (b) divided by twelve. As used herein, "Prime Rate" means a rate
per annum equal to the rate of interest announced by ▇▇▇▇▇▇ Trust and Savings
Bank or its successors as its prime (or equivalent) rate of interest.
2. POSSESSION
Landlord shall deliver, and Tenant shall accept, possession of the Leased
Premises on the Commencement Date in their condition as of the date hereof.
3. PURPOSE
The Leased Premises may be used and occupied for any lawful purpose other
than a use which would render the insurance on the Leased Premises void.
4. RENT
4.0 Monthly Rent. Beginning with the Commencement Date, Tenant shall pay
Monthly Rent as set forth in Section 1.3 hereof payable in advance on the first
day of each month as set forth in said Section, except that the first month's
rent shall be for the Period from the Commencement Date through August 31, 1991.
If the term of this Lease shall expire on a day other than the last day of a
calendar month, Monthly Rent shall be prorated for the portion of such month in
which the term falls. Monthly Rent shall be paid to or upon the order of
Landlord at Landlord's address set forth in Section 20.3.
4.1 Interest on Late Payments. Any rent or other charges hereunder which
are not paid within ten (10) days of the date due shall bear interest from the
due date paid in full at a rate per annum equal to the rate of interest
announced from time to time by ▇▇▇▇▇▇ Trust and Savings Bank as its prime (or
equivalent) rate of interest plus 3%, said rate changing with each change in
such announced prime (or equivalent) rate.
5. IMPOSITIONS
5.0 Payment by Tenant. As additional rent for the Leased Premises, Tenant
shall pay on or before the date when first due and payable or, in the event
Landlord has paid the same, reimburse Landlord for all taxes and assessments,
general and special, water rates and all other impositions, ordinary and
extraordinary, of every kind and nature whatsoever which may be levied or
assessed with respect to the term of the Lease upon the Leased Premises, or any
part thereof, or upon any improvements at any time situated thereon
("Impositions"); provided, however, that Impositions levied against the Leased
Premises shall be prorated between Landlord and Tenant as of the Commencement
Date for the first year of the Lease term and as of the expiration date of the
Lease term for the last year of the Lease term on the basis of the most recent
ascertainable tax and assessment bills. Impositions shall also include fees and
costs incurred by Landlord during the Lease term for the purpose of contesting
or protesting tax assessments or rates, to the extent such fees and costs relate
to savings realized during the term of the Lease and any extension thereof.
Tenant may take the benefit of the provisions of any statute or ordinance
permitting any assessment to be paid over a period of years and Tenant shall not
be responsible for any portion of such assessment with respect to a period after
the termination of this Lease.
5.1 Alternative Taxes. If at any time during the term of this Lease the
method of taxation prevailing at the Commencement Date shall be altered so that
any new tax, assessment, levy, imposition or charge, or any part thereof, shall
be measured by or be based in whole or in part upon the Lease, or the Leased
Premises, or the rent, additional rent or other income therefrom and shall be
imposed upon the Landlord, then all such taxes, assessments, levies,
impositions, or charges, or the part thereof, to the extent that they are so
measured or based, shall be deemed to be included within the term Impositions
for the purposes hereof to the extent that such Impositions would be payable if
the Leased Premises were the only property of Landlord subject to such
Impositions, and Tenant shall pay and discharge the same as provided herein for
the payment of Impositions. Impositions shall not include federal income taxes,
state
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and local income taxes, federal excess profit taxes or franchise or capital
stock taxes of Landlord.
5.2 Evidence of Payment. Tenant shall pay all Impositions directly to the
appropriate authority, and shall deliver to Landlord duplicate receipts or
photostatic copies thereof showing the payments of all Impositions within thirty
(30) days after payment, but in no event later than the due date therefor.
5.3 Right to Contest. Tenant shall not be required to pay any Imposition
or charge upon or against the Leased Premises, or any part thereof, or the
improvements at any time situated thereon, so long as the Tenant shall, in good
faith and with due diligence, contest the same or the validity thereof by
appropriate legal proceedings which have the effect of suspending the payment of
such Imposition or charge, provided that neither the Leased Premises nor any
interest therein is in danger of being sold or otherwise forfeited and further
provided that Tenant bonds over such Imposition or provides Landlord with other
security reasonably satisfactory to Landlord.
6. INSURANCE
6.0 Kinds and Amounts. As additional rent for the Leased Premises, Tenant
shall procure and maintain the following policies of insurance at its own cost
and expense:
(a) Fire and Extended Coverage Insurance insuring the building and
other improvements at any time situated upon the Leased Premises against
loss or damage by fire, lightning, windstorm, hail, aircraft, vehicles,
smoke, explosion, earthquake, riot or civil commotion and all other risks
of direct physical loss as insured against under a Special Extended
Coverage Endorsement. The insurance coverage shall be for not less than
100% of the full replacement cost of such improvements with agreed amount
endorsement. Tenant, Landlord, and Landlord's mortgagees and/or ground
lessors shall be named as additional insureds and all proceeds of
insurance shall be payable to Landlord. The full replacement cost of
improvements shall be designated annually by Landlord in its good faith
judgment. In the event that Tenant does not agree with Landlord's
designation, Tenant shall have the right to submit the matter to an
insurance appraiser reasonably selected by Landlord and paid for by
Tenant. The insurance appraiser shall submit a written report of his
appraisal and if said report discloses that the improvements are not
insured as therein required, Tenant shall promptly obtain the insurance
required.
(b) Commercial General Public Liability Insurance insuring against
all claims, demands or actions made by, or on behalf of, any person or
persons, firm or corporation and arising from, related to or connected
with the Leased Premises, for injury to or death of any person in an
amount not less than $2,000,000 per occurrence and for damage to property
in an amount of not less than $500,000 per occurrence, naming Landlord and
Tenant as insureds thereunder. Said insurance shall include broad form
contractual liability coverage which insures contractual liability under
the indemnity set forth in Section 13.0(a) hereof.
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(c) Insurance insuring against loss or damage from external
explosion or breakdown of boilers, air conditioning equipment and
miscellaneous electrical apparatus, if any, on the Leased Premises in an
amount satisfactory to Landlord, naming Landlord and Tenant as insureds
thereunder.
(d) Flood insurance whenever, in the judgment of Landlord, such
protection is necessary and it is available.
In addition, Tenant shall reimburse Landlord, within ten (10) days after
receipt of Landlord's statement therefor, for premiums paid by Landlord for
Business Interruption Insurance insuring Landlord from loss of rents and
Impositions during any period the Leased Premises are untenantable due to fire
or other casualty, or explosion or breakdown of boilers, air conditioning
equipment and miscellaneous electrical apparatus (for a period of not less than
one (1) year).
6.1 Form of Insurance. The aforesaid insurance to be maintained by Tenant
shall be written by companies and in form, substance and amount (where not
stated above) reasonably satisfactory from time to time to Landlord. The
aforesaid insurance shall unconditionally provide that it is not subject to
cancellation without at least thirty (30) days' prior written notice to Landlord
except for nonpayment of premiums in which event ten (10) days' prior written
notice shall be given to Landlord. Certificates of insurance evidencing
compliance with Section 6.0 shall be deposited with Landlord promptly after the
Commencement Date, and certificates evidencing renewals or replacement thereof
shall be delivered to Landlord promptly after expiration of such coverage.
6.2 Fire Protection. Tenant shall conform with all applicable fire codes
of any governmental authority having jurisdiction over the Leased Premises
except where such conformance requires alterations to the Leased Premises of a
capital nature.
6.3 Mutual Waiver of Subrogation Rights. Whenever (a) any loss, cost,
damage or expense resulting from fire, explosion or any other or casualty or
occurrence is incurred by either Landlord or Tenant, or anyone claiming by,
through, or under it in connection with the Leased Premises, and (b) such party
is then covered in whole or in part by insurance with respect to such loss,
cost, damage or expense or is required under this Lease to be so insured, then
the party so insured (or so required to be insured) hereby releases the other
party from any liability the other party may have on account of such loss, cost,
damage or expense to the extent of any amount by reason of such insurance (or
which could have been recovered had such insurance been carried as so required)
and waives any right of subrogation which might otherwise exist in or accrue to
any person on account thereof, provided that such release of liability and
waiver of the right of subrogation shall not be operative in any case where the
effect thereof is to invalidate such insurance coverage or increase the cost
thereof (except that in the case of cost, the other party shall have the right,
within thirty (30) days following written notice, to pay such increased cost,
thereby keeping such release and waiver in full force and effect).
7. DAMAGE OR DESTRUCTION
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7.0 Obligation to Rebuild. In the event of damage to or destruction of
any improvements on the Leased Premises by fire or other casualty, the party who
is required to maintain insurance under Article VI shall promptly, at its
expense, repair, restore or rebuild the same to the condition existing prior to
the happening of such fire or other casualty (the "Work"), provided, however,
that if the damage or destruction exceeds twenty percent (20 %) of the value of
the whole of the Leased Premises, either Landlord or Tenant may terminate this
Lease, effective on the date of such damage or destruction, by giving written
notice thereof to the other within sixty (60) days after the event causing the
damage or destruction, in which event all insurance proceeds shall be paid to
Landlord and neither party shall be obligated to repair, restore or rebuild the
Leased Premises. Tenant shall have no liability for Rent during the period of
such repair, restoration or rebuilding to the extent the Leased Premises are
rendered untenantable, and Landlord shall look solely to its business
interruption insurance for such rent.
7.1 Precondition to Rebuilding. If Tenant is required to rebuild the
Premises pursuant to the terms hereof, before Tenant commences any Work, plans
and specifications therefor, prepared by a licensed architect satisfactory to
Landlord, shall be submitted to Landlord (which plans shall require Landlord's
approval if the Work involves an estimated cost of more than Fifty Thousand
Dollars ($50,000)) and Tenant shall furnish to Landlord (a) an estimate of the
cost of the proposed Work, certified to by said architect; and (b) satisfactory
evidence of sufficient contractor's comprehensive general liability insurance
covering Landlord, builder's risk insurance, and worker's compensation
insurance.
7.2 Payment for Rebuilding. If this Lease is not terminated pursuant to
Section 7.0 and provided that the insurer does not deny liability as to all of
the insureds, and provided Tenant is not then in default hereunder, all sums
arising by reason of loss under the insurance referred to in Section 6.0(a),
shall be held by Landlord to be available for the Work. The party obligated to
perform the Work shall diligently pursue the repair or rebuilding of the
improvements in a good and workmanlike manner. Landlord shall pay out
construction funds from time to time on the written direction of the architect
provided that Landlord shall first be furnished with waivers of lien,
contractors, and subcontractors sworn statements and other evidence of cost and
payments so that Landlord can verify that the amounts disbursed from time to
time are represented by completed and in-place Work, and that said Work is free
and clear of possible mechanics liens. No payment made prior to the final
completion of the Work shall exceed ninety per cent (90%) of the value of the
work completed and in place from time to time.
7.3 Excess Receipts by Landlord. Any insurance remaining with Landlord
after payment in full for the Work shall be paid to Landlord.
7.4 Failure to Rebuild. If this Lease is not terminated pursuant Section
7.0 and if the party obligated to perform the Work does not commence the Work
within sixty (60) days after the date the damage or destruction occurred, or
does not prosecute same thereafter with such dispatch as may be necessary to
complete the same within a reasonable period after the date said damage or
destruction occurred, then, in addition to whatever other remedies the other
party may have under this Lease, or at law or in equity, such other party may
terminate this Lease.
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8. CONDEMNATION
8.0 Taking of Whole. If the whole of the Leased Premises is taken or
condemned for a public or quasi-public use or purpose by a competent authority,
or if such a portion of the Premises is taken so that the balance cannot be used
for the same purpose and with substantially the same utility to Tenant is
immediately prior to such taking and Landlord or Tenant elects to terminate this
Lease, which election shall be made by giving written notice thereof to the
other party within thirty (30) days after delivery of possession to the
condemning authority, then in any of such events, the Lease term shall terminate
upon delivery of possession to the condemning authority, and any award,
compensation or damages (hereinafter sometimes called the "Award") shall be paid
to and be the sole property of Landlord, whether the Award shall be made as
compensation for diminution of the value of the leasehold estate or the fee of
the Leased Premises or otherwise. Tenant hereby assigns to Landlord all of
Tenant's right, title and interest in and to any and all of the Award. Tenant
shall continue to pay rent and other charges hereunder until the Lease is
terminated and any Impositions and insurance premiums prepaid by Tenant or any
unpaid Impositions or other charges which accrue prior to the termination, shall
be adjusted between the parties. Nothing in this Section 8.0 shall prohibit
Tenant from making separate claims to the condemning authority for furnishings,
equipment and fixtures and Tenant's leasehold interest, if permitted under
applicable law, that may be taken in connection with any such condemnation.
8.1 Partial Taking. If only a part of the Leased Premises is taken or
condemned and the Lease is not terminated pursuant to Section 8.0 hereof,
Landlord, at its sole cost and expense, shall repair and restore the Leased
Premises and all improvements thereon. If a portion of the building located on
the Leased Premises is taken, Monthly Rent shall ▇▇▇▇▇ in proportion to the
floor area so taken from and after the date possession of such portion of the
Leased Premises is surrendered to the condemning authority. If Landlord does not
make a complete architectural unit of the remainder of the improvements within a
reasonable period after such taking or condemnation, or if, in Tenant's
judgment, the portion of the Leased Premises (including the improvements
thereon) is inadequate for the conduct of Tenant's normal business operations,
Tenant may elect to terminate this Lease by giving written notice thereof to
Landlord. Any portion of the Award not expended for such repairing or
restoration shall be retained by Landlord.
9. MAINTENANCE AND ALTERATIONS
9.0 Maintenance. Tenant, at its sole cost and expense, shall (a) perform
routine maintenance and repair of the Leased Premises, other than structural
repairs (including the roof), for which the Landlord shall be responsible, and
(b) perform routine maintenance of the heating, ventilating, air conditioning
and other mechanical systems in the Leased Premises excluding any repairs,
rebuilding or replacement which increase the value of the Leased Premises, which
shall be borne by the Landlord (such costs to be borne by Landlord described in
this paragraph (b) being referred to as the "Mechanical Upgrades"). Tenant shall
further keep and maintain the Leased Premises, the parking area and all
sidewalks and areas adjacent thereto safe, secure, clean and sanitary (including
without limitation, snow and ice clearance, and necessary interior painting and
carpet cleaning at least once each year), and in compliance with all material
respects with all
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health, safety and police regulations in force other than those requiring
structural alteration or repair, a Mechanical Upgrade or those requiring
expenditures which would constitute Clean-Up Costs (as hereinafter defined). As
used herein, "Clean-Up Costs" mean the costs, expenses, losses, damages and
other liabilities incurred in connection with compliance with any Federal, state
or local law, rule, regulation or policy governing environmental matters
relating to the condition of the Leased Premises as of the Commencement Date or
the business conducted on the Leased Premises prior to the Commencement Date for
which Landlord is responsible pursuant to Section 13.2 hereof.
9.1 Alterations.
(a) Tenant shall not make any additions, improvements and
alterations (hereinafter "Alterations") to the Leased Premises without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
(b) As to any Alterations which Tenant desires to perform and to
which Landlord consents and which cost in excess of $10,000.00, and as to any
replacements whatsoever, such work shall be performed with new materials, in a
good and workmanlike manner, strictly in accordance with plans and
specifications therefor first approved in writing by Landlord and in accordance
with all applicable laws and ordinances. Upon completion of any such work by or
on behalf of Tenant, Tenant shall provide Landlord with such documents as
Landlord may require (including, without limitation, sworn contractors'
statements and supporting lien waivers) evidencing payment in full for such
work, and "as built" working drawings. In the event Tenant performs any work not
in compliance with the provisions of this Section 9.1(b), Tenant shall, upon
written notice from Landlord, immediately remove such work and restore the
Leased Premises to their condition immediately prior to the performance thereof.
If Tenant fails so to remove such work and restore the Lease Premises as
aforesaid, Landlord may, at its option, and in addition to all other rights or
remedies of Landlord under this Lease, at law or in equity, enter the Leased
Premises and perform said obligation of Tenant and Tenant shall reimburse
Landlord for the cost to the Landlord thereof, immediately upon being billed
therefor by Landlord. Such entry by Landlord shall not be deemed an eviction or
disturbance of Tenant's use or possession of the Leased Premises nor render
Landlord liable in any manner to Tenant.
10. ASSIGNMENT AND SUBLETTING
Tenant shall not (i) assign, convey or mortgage this Lease or any interest
in this Lease; (ii) allow any transfer thereof or any lien upon Tenant's
interest in this Lease by operation of law; (iii) sublet the Leased Premises or
any part thereof; or (iv) permit the use or occupancy of the Leased Premises or
any part thereof by anyone other than Tenant. Notwithstanding the foregoing,
Tenant may, without Landlord's consent, assign this Lease to any entity which is
directly or indirectly controlled by ▇▇▇▇▇ Industries, Inc., a Michigan
corporation ("Parent"), provided that (a) such assignment shall not relieve
Tenant of its obligations hereunder, and (b) Parent confirms in writing to
Landlord that Parent's guaranty of the obligations of Tenant hereunder remains
in full force and effect notwithstanding such assignment.
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11. LIENS AND ENCUMBRANCES
11.0 Encumbering Title. Tenant shall not do any act which encumbers the
title of Landlord to the Leased Premises, nor shall the interest or estate of
Landlord in the Leased Premises in any way be subject to any claim by way of
lien or encumbrance, whether by operation of law or by virtue of any express or
implied contract, by Tenant. Any claim to, or lien upon, the Leased Premises
arising from any act or omission of Tenant shall accrue only against the
leasehold estate of Tenant and shall be subject and subordinate to the paramount
title and rights of Landlord in and to the Leased Premises.
11.1 Liens and Right to Contest. Tenant shall not permit the Leased
Premises to become subject to any mechanics', laborers' or materialmen's lien on
account of labor or material furnished to Tenant or claimed to have been
furnished to Tenant in connection with work of any character performed or
claimed to have been performed on the Leased Premises by, or at the direction of
sufferance of Tenant; provided, however, that Tenant shall have the right to
contest, in good faith and by appropriate proceedings, the validity of any such
lien or claimed lien; provided that Tenant bonds over such lien or provides
Landlord with other adequate security therefor and provided further, that on
final determination of the lien or claim for lien, Tenant shall immediately pay
any judgment rendered, with all proper costs and charges, and shall have the
lien released and any judgment satisfied.
12. UTILITIES
Tenant shall pay for all services to the Leased Premises. Landlord shall
have no obligation to furnish utilities to the Leased Premises and makes no
representation or warranty with respect to the continued availability of such
services.
13. INDEMNITY AND WAIVER
13.0 Indemnity. To the extent permitted by applicable law and subject to
Section 13.2, Tenant will protect, indemnify and save harmless Landlord,
Landlord's mortgagee and/or ground lessor and their respective agents,
shareholders, directors, officers, and employees from and against all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses (including without limitation, reasonable attorneys' fees and
expenses) imposed upon or incurred by or asserted against Landlord by reason of
(a) any accident, injury to or death of persons or loss of or damage to property
occurring on or about the Leased Premises or any part thereof or the adjoining
sidewalks, curbs, streets or ways, or resulting from any act or omission of
Tenant or anyone claiming by, through or under Tenant; (b) any failure on the
part of Tenant to perform or comply with any of the terms of this Lease; or (c)
performance of any labor or services or the furnishing of any materials or other
property in respect of the Leased Premises or any part thereof at the request of
Tenant. In case any action, suit or proceeding is brought against Landlord by
reason of any such occurrence, Tenant will, at Tenant's expense, defend such
action, suit or proceeding, or cause the same to be defended by counsel
satisfactory to Landlord.
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13.1 Waiver of Certain Claims. All property belonging to Tenant shall be
kept at the Leased Premises at the risk of Tenant, and Landlord shall not be
liable for any damage thereto or for the theft or misappropriation thereof.
Tenant waives all claims it may have against Landlord for damage or injury to
property sustained by Tenant or any persons claiming through Tenant resulting
from any part of the Leased Premises or any of its improvements, equipment or
appurtenances being out of repair, or resulting from any accident on or about
the Leased Premises, or resulting directly or indirectly from any act or neglect
of any person, including Landlord to the extent permitted by law. This Section
13.1 shall include, but not by way of limitation, damage caused by water, snow,
frost, steam, excessive heat or cold, sewage, gas, odors, or noise, or caused by
bursting or leaking of pipes or plumbing fixtures, and shall apply equally
whether any such damage results from the act or neglect of Tenant or any other
person, including Landlord to the extent permitted by law, and whether such
damage be caused by or result from any thing or circumstance above mentioned or
referred to, or to any other thing or circumstance whether of a like nature or
of a wholly different nature.
13.2 Environmental Matters. The obligations of Landlord and Tenant with
respect to environmental matters shall be governed by the Agreement for the Sale
and Purchase of Assets dated June 11, 1991 between landlord and Parent, as
amended by Amendment No. 1 thereto dated July 19, 1991 and Amendment No. 2
thereto dated July 26, 1991 (the "Purchase Agreement"), Parent having assigned
all its rights and obligations thereunder to Tenant.
14. RIGHTS RESERVED TO LANDLORD
Without limiting any other rights reserved or available to Landlord under
this Lease, at law or in equity, Landlord, reserves the following rights to be
exercised at Landlord's election and, except as provided in Section 9.0,
Landlord's expense:
(a) To change the street address of the Leased Premises;
(b) To inspect the Leased Premises and to make repairs, additions
or alterations to the Leased Premises provided the same do not materially
interfere with Tenant's business operations at the Leased Premises;
(c) To cause any tests (including tests of soil and ground water)
to be conducted on the Leased Premises and to effect any environmental
remediation of the Leased Premises which Landlord deems necessary or
desirable, provided that such testing and remediation does not materially
interfere with Tenant's business operations at the Leased Premises;
(d) To show the Leased Premises to prospective purchasers,
mortgagees, or other persons having a legitimate interest in viewing the
same, and, at any time within six months prior to the expiration of the
Lease term to persons wishing to rent the Leased Premises;
(e) During the last six months of the Lease term, to place and
maintain the usual "For Rent" sign in or on the Leased Premises;
9
(f) During the last ninety (90) days of the Lease term, if during
or prior to that time Tenant vacates the Premises, to decorate, remodel,
repair, alter otherwise prepare the Leased Premises for new occupancy; and
(g) To place and maintain "For Sale" signs on the Leased Premises
and on the exterior of the building on the Leased Premises.
Landlord may enter upon the Leased Premises for any and all of said purposes and
may exercise any and all of the foregoing rights hereby reserved, during normal
business hours unless an emergency exists, or at any time an emergency exists,
without being deemed guilty of any eviction or disturbance of Tenant's use or
possession of the Leased Premises, and without being liable in any manner to
Tenant.
15. QUIET ENJOYMENT
So long as Tenant is not in default under the covenants and agreements of
this Lease, Tenant's quiet and peaceable enjoyment of the Leased Premises shall
not be disturbed or interfered with by Landlord or by any person claiming by,
through or under Landlord.
16. SUBORDINATION OR SUPERIORITY
If the mortgagee or trustee named in any first mortgage or first trust
deed hereafter made shall agree that, if it becomes the owner of the Leased
Premises by foreclosure or deed in lieu of foreclosure, it will recognize the
rights and interest of Tenant under the Lease and not disturb Tenant's use and
occupancy of the Lease Premises if and so long as Tenant is not in default under
the Lease (which agreement may, at such mortgagee's option, require attornment
by Tenant), then all or a portion of the rights and interests of Tenant under
this Lease shall be subject and subordinate to such first mortgage or first
trust deed and to any and all advances to be made thereunder, and to the
interest thereon, and all renewals, replacements and extensions thereof. Any
such mortgagee or trustee may elect that, instead of making this Lease subject
and subordinate to its first mortgage or first trust deed, the rights and
interest of Tenant under this Lease shall have priority over the lien of its
mortgage or trust deed. Tenant agrees that it will, within ten (10) days after
demand in writing, execute and deliver whatever instruments may be reasonably
required, either to make the Lease subject and subordinate to such a mortgage or
trust deed, or to give the Lease priority over the lien of the mortgage or trust
deed, whichever alternative may be elected by the mortgagee or trustee. If
Tenant fails to execute and deliver any such instrument, Tenant does hereby make
constitute and irrevocably appoint Landlord as its attorney in fact, in its
name, place and stead so to do.
17. SURRENDER
17.0 Surrender. Upon the termination of this Lease, whether by
forfeiture, lapse of time or otherwise, or upon of Tenant's right to possession
of the Leased Premises, Tenant will at once surrender and deliver up the Leased
Premises together with all
10
improvements thereon, to Landlord, broom swept, in good condition and repair,
reasonable wear and tear excepted. Conditions existing because of Tenant's
failure to perform maintenance and repairs as required herein shall not be
deemed "reasonable wear and tear". Tenant shall deliver to Landlord all keys to
all doors of the Leased Premises. As used herein, the term "improvements" shall
include, without limitation, all plumbing, lighting, electrical, heating,
cooling and ventilating fixtures and equipment, and all Alterations (as said
term is defined in Section 9.1 hereof) whether or not permitted under Section
9.1. All Alterations, temporary or permanent, made in or upon the Leased
Premises by Tenant shall become Landlord's property and shall remain upon the
Leased Premises on any such termination without compensation, allowance or
credit to Tenant, provided, however, that Landlord shall have the right to
require Tenant to remove any Alterations and restore the Leased Premises to
their condition prior to the making of such Alterations, repairing any damage
occasioned by such removal and restoration. Said right shall be exercised by
Landlord's giving written notice thereof to Tenant at least ten (10) days prior
to such termination. If Landlord requires removal of any Alterations and Tenant
does not make such removal in accordance with this Section at the time of such
termination, Landlord may remove the same (and repair any damage occasioned
thereby), and dispose thereof or, at its election, deliver the same to any other
place of business of Tenant or warehouse the same. Tenant shall pay the costs of
such removal, repair, delivery and warehousing to Landlord on demand.
17.1 Removal of Tenant's Property. Upon the termination of this Lease by
lapse of time or otherwise, Tenant shall remove Tenant's articles of personal
property incident to Tenant's business ("Trade Fixtures"); provided, however,
that Tenant shall repair any injury or damage to the Leased Premises which may
result from such removal, and shall restore the Leased Premises to the same
condition as prior to the installation thereof. If Tenant does not remove
Tenant's Trade Fixtures from the Leased Premises on or before the expiration or
earlier termination of the Lease term, Landlord may, at its option, remove and
dispose of the same (and repair any damage occasioned thereby) or deliver the
same to any other place of business of Tenant, or warehouse the same, and Tenant
shall pay the cost of such removal, disposal, repair, delivery and warehousing
to Landlord on demand, or Landlord may treat such Trade Fixtures as having been
conveyed to Landlord with this Lease as a ▇▇▇▇ of Sale, without further payment
or credit by Landlord to Tenant.
17.2 Holding Over. Tenant shall have no right to occupy the Leased
Premises or any portion thereof after the expiration of the Lease or after
termination of the Lease or of Tenant's right to possession pursuant to Section
18.0 hereof. In the event Tenant or any party claiming by, through or under
Tenant holds over, Landlord may exercise any and all remedies available to it at
law or in equity to recover possession of the Leased Premises, and for damages.
For each and every month or partial month that Tenant or any party claiming by,
through or under Tenant remains in occupancy of all or any portion of the Leased
Premises after the expiration of the Lease or after termination of the Lease or
Tenant's right to possession, Tenant shall pay, as minimum damages and not as a
penalty, monthly rental at a rate equal to double the rate of rent and other
charges payable by Tenant hereunder immediately prior to the expiration or other
termination of the Lease or of Tenant's right to possession. The acceptance by
Landlord of any lesser sum shall be construed as a payment on account and not in
satisfaction of damages for such holding over.
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18. REMEDIES
18.0 Defaults. Any one or more of the following events shall be
considered events of default as said term is used herein:
(a) Tenant shall be adjudged an involuntary bankrupt, or a decree
or order approving, as properly filed, a petition or answer filed against
Tenant asking reorganization of Tenant under the Federal bankruptcy laws
as now or hereafter amended, or under the laws of any state, shall be
entered, and any such decree or judgment or order shall not have been
vacated or set aside within sixty (60) days from the date of the entry or
granting thereof; or
(b) Tenant shall file any petition in bankruptcy or any petition
pursuant or purporting to be pursuant to the Federal bankruptcy laws as
now or hereafter amended, or Tenant shall institute any proceeding or
shall give its consent to the institution of any proceedings for any
relief of Tenant under any bankruptcy or insolvency laws or any laws
relating to the relief of debtors, readjustment or indebtedness,
reorganization, arrangements, composition or extension; or
(c) Tenant shall make any assignment for the benefit of creditors
or shall apply for consent to the appointment of a receiver for Tenant or
any of the property of Tenant; or
(d) The Leased Premises are levied upon by any revenue officer or
similar officer; or
(e) A decree or order appointing a receiver of the property of
Tenant shall be made and such decree or order shall not have been vacated
or set aside within thirty (30) days from the date of entry or granting
thereof; or
(f) Tenant shall abandon the Leased Premises or vacate the same
during the term hereof; or
(g) Tenant shall default in any payment of rent or in any other
payment required to be made by Tenant hereunder when due as herein
provided, and any such default shall continue for ten (10) days after
notice thereof in writing to Tenant; or
(h) Tenant shall fail to contest the validity of any lien or
claimed lien, or, having commenced to contest the same, shall fail to
prosecute such contest with diligence, or shall fail to have the same
released and satisfy any judgment rendered thereon, or shall otherwise
fail to comply with Article XI, and such default continues for ten (10)
days after notice thereof in writing to Tenant; or
(i) Tenant shall default in keeping, observing or performing any of
the other covenants or agreements herein contained to be kept, observed
and performed by Tenant, and such default shall continue for thirty (30)
days after notice thereof in writing to Tenant.
12
18.1 Remedies. Upon the occurrence of any one or more of such events of
default, Landlord may at its election terminate this Lease or terminate Tenant's
right to possession only, without terminating the Lease. Upon termination of the
Lease, or upon any termination of the Tenant's right to possession without
termination of the Lease, the Tenant shall surrender possession and vacate the
Leased Premises immediately, and deliver possession thereof to the Landlord, and
hereby grants to the Landlord the full and free right, without demand or notice
of any kind to Tenant (except as hereinabove expressly provided for), to enter
into and upon the Leased Premises in such event with or without process of law
and to repossess the Leased Premises as the Landlord's former estate and to
expel or remove the Tenant without being deemed in any manner guilty of
trespass, eviction, or forcible entry or detainer without incurring any
liability for any damage resulting therefrom and without relinquishing the
Landlord's rights to rent or any other right given to the Landlord hereunder or
by operation of law. If the Landlord elects to terminate the Tenant's right to
possession only without terminating the Lease, the Landlord may, at the
Landlord's option, enter into the Leased Premises, remove the Tenant's signs and
other evidences of tenancy, and take and hold possession thereof as hereinabove
provided, without such entry and possession terminating the Lease or releasing
the Tenant, in whole or in part, from the Tenant's obligations to pay the rent
hereunder for the full term or from any other of its obligations under this
Lease. Landlord may relet all or any part of the Leased Premises for such rent
and upon such terms as shall be satisfactory to Landlord (including the right to
change the character or use made of the Premises). For the purpose of such
reletting, Landlord may decorate or make any repairs, changes, alterations or
additions in or to the Leased Premises that may be necessary or convenient. If
Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on
demand damages equal to the amount of the rent, and other sums provided herein
to be paid by Tenant for the remainder of the Lease term. If the Leased Premises
are relet and a sufficient sum shall not be realized from such reletting after
paying all of the expenses of such decorations, repairs, changes, alterations,
additions, the expenses of such reletting and the collection of the rent
accruing therefrom (including, but not by way of limitation, attorneys' fees and
brokers' commissions), to satisfy the rent and other charges herein provided to
be paid for the remainder of the Lease term, Tenant shall pay to Landlord on
demand any deficiency and Tenant agrees that Landlord may file suit to recover
any sums falling due under the terms of this Section from time to time. Landlord
shall use all diligent efforts to mitigate, its damages arising out of Tenant's
default; Landlord shall not be deemed to have failed to use such diligent
efforts by reason of the fact that Landlord has sought to relet the Leased
Premises at a rental rate higher than that payable by Tenant under the Lease
(but not in excess of the then current market rental rate). If Tenant shall
default under Section 18.0(i) and if such default cannot with due diligence be
cured within said period of thirty (30) days after notice in writing shall have
been given to Tenant, and if Tenant promptly commences to eliminate the causes
of such default, then Landlord shall not have the right to declare said term
ended by reason of such default or to repossess without terminating the Lease so
long as Tenant is proceeding diligently and with reasonable dispatch to take all
steps and do all work required to cure such default, and does so cure such
default, provided, however, that the curing of any default in such manner shall
not be construed to limit or restrict the right of Landlord to declare the said
term ended or to repossess without terminating the Lease, and to enforce all of
its rights and remedies for any other default not timely cured.
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18.2 Remedies Cumulative. No remedy hereunder or otherwise conferred upon
or reserved to Landlord shall be considered to exclude or suspend any other
remedy but the same shall be cumulative and shall be in addition to every other
remedy given hereunder or existing at law or in equity ad every power and remedy
given by this Lease to Landlord may be exercised from to time and so often as
occasion may arise or as may be deemed expedient.
18.3 No Waiver. No delay or omission of Landlord to exercise any right or
power arising from any default shall impair any such right or power or be
construed to be a waiver of any such default or any acquiescence therein. No
waiver of any breach of any of the covenants of this Lease shall be construed,
taken or held to be a waiver of any other breach, or as a waiver, acquiescence
in or consent to any further or succeeding breach of the same covenant. The
acceptance by Landlord of any payment of rent or other charges hereunder after
the termination by Landlord of this Lease or of Tenant's right to possession
hereunder shall not, in the absence of agreement in writing to the contrary by
Landlord, be deemed to restore this Lease or Tenant's right to possession
hereunder, as the case may be, but shall be construed as a payment on account,
and not in satisfaction of damages due from Tenant to Landlord.
19. OPTION TO PURCHASE
19.0 Grant. Landlord hereby grants to Tenant the option to purchase (the
"Option") the Leased Premises at the expiration of the term of this Lease at a
price equal to the then Book Value of the Leased Premises. Said option may be
exercised at any time during the term of this Lease (other than at such time as
exists a default or a condition which with the passage of time, the giving of
notice or both would constitute a default hereunder) by delivery of written
notice to Landlord by Tenant in the manner provided in Section 20.3 hereof. If
Tenant exercises the Option, the Leased Premises shall be purchased and accepted
by Tenant "as is", and Landlord shall have no liability whatsoever to Tenant
under Section 15.1(c) or 15.1(d) of the Purchase Agreement, even as to claims
made prior to the time Tenant exercised the Option.
19.1 Terms of Purchase. Within ten (10) days after Tenant's exercise of
the Option, Landlord and Tenant shall enter into a written agreement for the
sale of the Leased Premises (the "Contract") for a purchase price equal to the
Book Value as of the Closing. Unless otherwise agreed to by the parties, the
Contract shall provide for (1) an escrow closing at the office of the title
insurer issuing the title insurance policy specified below on a date no later
than the earlier of (i) six months after the exercise of the Option or (ii) the
expiration date of the term of this Lease; (2) payment by Tenant to Landlord of
the purchase price in cash at the closing; (3) delivery by Landlord to Tenant of
good title to the Leased Premises by a Quitclaim Deed, subject only to (a) the
Permitted Exceptions set forth on Exhibit "B" hereto, and (b) general real
estate taxes or special assessments not yet due and payable; (4) the delivery by
Landlord to Tenant, at Landlord's expense, of a ALTA Form B owner's title
insurance policy issued by a title insurer acceptable to both Landlord and
Tenant subject only to those exceptions stated above; (5) the delivery by the
appropriate party of all documentation necessary for the title insurance company
to insure Tenant's fee simple interest in the Leased Premises; and (6) the
payment of all prorations, transfer taxes, title insurance charges, escrow fees,
recording fees, and other expenses, fees and charges by the party from whom such
payment is due in accordance with statutory requirements or in accordance with
the custom at the time of the
14
closing for sales of properties similar to the Leased Premises, but in any case,
subject to Section 18.16 of the Purchase Agreement.
20. MISCELLANEOUS
20.0 Estoppel Certificates. Tenant shall at any time and from time to
time upon not less than ten (10 ) days prior written request from Landlord,
execute, acknowledge and deliver to Landlord, in form reasonably satisfactory to
Landlord and/or Landlord's mortgagee, a written statement certifying (if true)
that Tenant has accepted the Leased Premises, that this Lease is unmodified and
in full force and effect (or, if there have been modifications, that the same is
in full force, and effect as modified and stating the modifications), that
Landlord is not in default hereunder, the date to which the rental and other
charges have been paid in advance, if any, and such other certifications as may
reasonably be required by Landlord, agreeing to give copies to any mortgagee of
Landlord of all notices by Tenant to Landlord and agreeing to afford Landlord's
mortgagee a reasonable opportunity to cure any default of Landlord. It is
intended that any such statement delivered pursuant to this subsection may be
relied upon by any prospective purchaser or mortgagee of the Leased Premises and
their respective successors and assigns.
20.1 Landlord's Right to Cure. Landlord may, but shall not be obligated
to, cure any default by Tenant (specifically including, but not by way of
limitation, Tenant's failure to obtain insurance, make repairs, or satisfy lien
claims); and whenever Landlord so elects, all costs and expenses paid by
Landlord to cure such default, including without limitation reasonable
attorneys' fees, shall be so much additional rent due on the next date that
Monthly Rent is payable after such payment together with interest (except in the
case of said attorneys' fees) at a rate per annum equal to the rate of interest
announced from time to ▇▇▇▇▇▇ & Trust and Savings Bank as its prime (or
equivalent) rate of interest from the date of the advance to the date of
repayment by Tenant to Landlord.
20.2 Amendments Must Be in Writing. This Lease may not be amended except
by a written instrument duly signed and delivered by both parties.
20.3 Notices. All notices to or demands upon Landlord or Tenant given
under any of the provisions hereof shall be in writing. Any notices or demands
from Landlord to Tenant shall be deemed to have been given if a copy thereof has
been deposited in the United States mail registered or certified, proper postage
prepaid if sent for next business day delivery by a reputable overnight courier
service, to Tenant at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at
such address as Tenant may theretofore have designated by written notice to
Landlord, and any notices or demands from Tenant to Landlord shall be deemed to
have been duly and sufficiently given if deposited in the United States mail,
registered or certified, proper postage prepaid, or if sent for next business
day delivery by a reputable overnight service, with receipt, to Landlord at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Secretary, or at
such other address or to such other agent as Landlord may theretofore have
designated by written notice to Tenant. The effective date of any mailed notice
shall be three (3) business days after delivery of the same to the United States
Postal Service. The effective date of any notice sent by courier shall be the
next business day.
15
20.4 Relationship of Parties. Nothing contained herein shall be deemed or
construed by the parties hereto, or by any third party, as creating the
relationship of principal and agent or of partnership, or of joint venture, by
the parties hereto, it being understood and agreed that no provision contained
in this Lease nor any acts of the parties hereto shall be deemed to create any
relationship other than the relationship of landlord and tenant.
20.5 Captions. The captions of this Lease are for convenience only and
are not to be construed as part of this Lease and shall not be construed as
defining or limiting in any way the scope or intent of the provisions hereof.
20.6 Severability. If any term or provision of this Lease shall to any
extent be held invalid or unenforceable, the remaining terms and provisions of
this Lease shall not be affected thereby, but each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.
20.7 Law Applicable. This Lease shall be construed and enforced in
accordance with the laws of the State of Michigan.
20.8 Covenants Binding on Successors. All of the covenants, agreements,
conditions and undertakings contained in this Lease shall extend and inure to
and be binding upon the successors and permitted assigns of the respective
parties hereto, the same as if they were in every case specifically named, and
wherever in this Lease reference is made to either of the parties hereto, it
shall include and apply to, wherever applicable, the successors and permitted
assigns of such party. Nothing herein contained shall be construed to grant or
confer upon any person or persons, firm, corporation or governmental authority,
other than the parties hereto, their successors and assigns, any right, claim or
privilege by virtue of any covenant, agreement, condition or undertaking in this
Lease contained. The foregoing shall not be deemed to permit any assignment by
Tenant in contravention of Article X hereof.
20.9 Landlord Means Owners. The term "Landlord" as used in this Lease
shall be limited to mean and include only the owner or owners at the time in
question of the fee of the Leased Premises, and in the event of any transfer or
transfers of the title to such fee, the Landlord herein named (and in case of
any subsequent transfer or conveyances, the then grantor) shall be automatically
freed and relieved, from and after the date of such transfer or conveyance, from
all liability for the performance of any covenants or obligations on part of
Landlord contained in this Lease thereafter to be performed; provided that any
funds in the hands of such Landlord or the then grantor at the time of such
transfer, in which Tenant has an interest, shall be turned
16
over to the grantee, and any amount then due and payable to Tenant by Landlord
or the then grantor under any provisions of this Lease shall be paid to Tenant
and provided that the grantee expressly assumes in writing the obligations of
the Landlord hereunder.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day
and year first above written.
LANDLORD:
THE ▇▇▇▇▇ GROUP, INC. a Delaware
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. Gildrudey
---------------------------------------
Its: Vice President
-----------------------------------
TENANT:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, INC., a Virginia
corporation
By: /s/ [Signature illegible]
---------------------------------------
Its: Secretary
-----------------------------------
17
The following page contains a list of Exhibits and Schedules which have
been intentionally omitted by the Registrant.
A copy of any omitted Exhibit or Schedule will be provided to the
Securities and Exchange Commission upon request.
Exhibit A - Legal Description
Exhibit B - Permitted Exceptions