Exhibit 10.7
LEASE
THIS LEASE (this "Lease") is made as of February 12, 1997 between
"Landlord" and "Tenant" hereinafter named.
WITNESSETH:
1. DEFINITIONS
(a) "Landlord": X.X. XXXX, XX.
Address: 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx.
(b) "Tenant": FIRST CHOICE AUTO FINANCE, INC., a Florida corporation.
Address: 000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxxxx,
Xxxxxxx 00000.
(c) "Premises": The land described in Exhibit A attached
hereto and the building (the "Building") and other improvements
located thereon. The address of the Premises is set forth on
Exhibit A.
(d) "Use of Premises": Automobile sales and financing and ancillary
sales and administrative offices. Additionally, a portion of the
Premises is subject to leases which leases are hereby assigned to
Tenant, who agrees to become the Landlord thereunder. Such
leases shall thereupon be deemed to be permitted sub-leases
hereunder. The use of the Premises shall include rights to any
signage leases on the Premises.
(e) "Commencement Date": The date hereof.
(f) "Term": The period commencing on the Commencement Date and
ending on the last day of the sixtieth (60th) full calendar month
after the Commencement Date. Tenant shall have the option to
renew the term of this Lease in accordance with the provisions
and conditions of Rider 1 attached to this Lease.
(g) "Rent": The base rent payable by Tenant in accordance with
the provisions of Section 3. Rent and all other sums payable by
Tenant to Landlord under this Lease, plus any applicable tax,
shall be paid to Landlord, without deduction or offset, at the
address stated above, or at such other place as Landlord may
hereafter specify in writing.
(h) "Security Deposit": None.
2. PREMISES AND TERM. Landlord hereby leases to Tenant and Tenant
leases from Landlord the Premises for the Term (unless sooner terminated as
provided herein).
The Lease Term shall begin as of the date set forth above, in that the
Tenant will have immediate possession of said Premises. As of the date
thirty (30) days from the date hereof Tenant shall be deemed to have
accepted the Premises as complying fully with Landlord's covenants and
obligations hereunder, except for those arising under paragraphs 5 or 27
and as to those matters as to which the Tenant shall have notified the
Landlord on or before such date.
3. RENT: Tenant covenants and agrees to pay, without deduction or
offset, to Landlord Rent for the Premises, on or before the first (1st) day
of the first (1st) full calendar month of the Term and on or before the
first (1st) day of each and every successive calendar month thereafter
during the Term, along with any applicable sales or other tax, in
accordance with the following schedule:
(a) for the period from the Commencement Date through the last day of
the sixth (6th) full calendar month of the Term, the sum of Fifteen
Thousand Five Hundred Dollars ($15,500.00) per month;
(b) for the period from the first day of the seventh (7th) full
calendar month through the last day of the twelfth (12th) full calendar
month of the Term, the sum of Sixteen Thousand Dollars ($16,000.00) per
month;
(c) for the period from the first day of the thirteenth (13th) full
calendar month through the last day of the sixtieth (60th) full calendar
month, the sum of $17,000.00 per month; and
(d) beginning as of the first month of each Renewal Term for each
successive twelve (12) month period during each Renewal Term (and any
exercised renewal thereof), the sum determined by increasing the Rent in
effect for the preceding twelve (12) month period pursuant to the CPI, in
accordance with the provisions of Rider 2 attached to this Lease (the "CPI
Adjustment").
In the event the Commencement Date occurs on a day other than the first
(1st) day of a calendar month, the first Rent payment shall be on the
Commencement Date in the amount of the Rent for one (1) full calendar month
plus the prorated Rent for the calendar month in which the Term commences.
Whenever any sum of money is required to be paid by Tenant in addition
to the Rent herein reserved, whether or not such sum is herein described as
"Additional Rent" or a provision is made for the collection of such sum as
"Additional Rent," such sum shall be deemed Additional Rent and, except as
otherwise specifically provided herein, shall be due and payable with the
first installment of Rent thereafter falling due hereunder.
4. USE OF PREMISES: The Premises shall be used by Tenant as
described above in Section 1(d), and for no other purpose without the prior
written consent of Landlord. Tenant shall not allow the Premises to be used
for any unlawful purpose; nor shall Tenant cause, maintain, or permit any
nuisance (as reasonably determined by Landlord or by law) in or about the
Premises or commit or suffer to be committed any waste in, on, or about the
Premises.
5. COMPLIANCE WITH LAWS; ADA: Tenant shall comply with all laws,
ordinances, orders, rules and regulations of state, federal, municipal or
other agencies or bodies having jurisdiction relating to the use, condition
and occupancy of the Premises. Without limiting the foregoing, Tenant shall
be responsible for performing any and all alterations and improvements to
the Premises necessary to comply with the requirements of the Americans
With Disabilities Act of 1990, any comparable state or local law, and all
regulations issued pursuant thereto. Landlord represents and warrants to
Tenant that on the date hereof, the Premises were in compliance with all of
the foregoing, to the extent such laws and regulations were applicable to
Landlord's use.
6. ASSIGNMENT AND SUBLETTING. Tenant shall not assign the right of
occupancy under this Lease, or any other interest therein, or sublet the
Premises, or any portion thereof, without the prior written consent of
Landlord, which may be withheld at Landlord's discretion. Notwithstanding
any assignment of the Lease, or the subletting of the Premises, or any
portion thereof, Tenant shall continue to be liable for the performance of
the terms, conditions and covenants of this Lease, including, but not
limited to, the payment of Rent and Additional Rent. Consent by Landlord
to one or more assignments or sublettings shall not operate as a waiver of
Landlord's rights as to any subsequent assignments or sublettings.
Landlord shall have the additional option, which shall be exercised by
providing Tenant with written notice, of terminating Tenant's rights and
obligations under this Lease (or the applicable portion thereof as to any
partial subletting) rather than permitting any assignment or subletting by
Tenant.
Notwithstanding the foregoing, if and only if the assignee shall have
a net worth (determined in accordance with generally accepted accounting
principles) at least equal to the net worth of Tenant at the time of such
assignment, and such assignee shall expressly assume all obligations and
liabilities of Tenant under this Lease, Tenant shall have the right to
assign this Lease to the surviving corporation of a merger, consolidation,
reorganization or recapitalization involving Tenant. Tenant shall give
Landlord at least thirty (30) days' prior written notice of any such
proposed assignment. Tenant shall deliver to Landlord all information and
materials as are reasonably required by Landlord to verify the net worth of
the assignee.
In the event of the transfer and assignment by Landlord of its
interest in this Lease and/or sale of the Premises, any of which it may do
at its sole option, Landlord shall thereby be released from any further
obligations hereunder, and Tenant agrees to look solely to such successor
in interest of Landlord for performance of such obligations.
The leases assigned to Tenant by Landlord described on the attached
Exhibit B, shall become sub-leases under this Lease. During the Term of
this Lease, the Tenant shall be entitled to collect the rent under such
subleases and shall pay the principal and interest on the mortgages
described below which are in place on the date hereof on the property which
is the subject of such subleases.
(1) Xxxxxx X. Xxxxx, dated June 29, 1992, $68,086.40, mortgage on
rental property ($709.99 per month).
(2) Xxxxxx Xxxx as Trustee of Xxxxx X. Xxxxxx, Mortgage on 3410 and
0000 Xxxxxx Xxxx in the monthly amount of $615.71.
7. ACCESS TO PREMISES. Landlord or its authorized employees,
contractors or agents shall upon advance notice to Tenant have the right to
enter upon the Premises at all reasonable times for the purposes of
inspecting the same, preventing waste, making such repairs as Landlord may
consider necessary (but without any obligation to do so except as expressly
provided for herein), and showing the Premises to prospective tenants,
mortgagees and/or purchasers.
8. UTILITY SERVICE. Tenant shall pay the cost of all utility
services, including, but not limited to, initial connection charges, all
charges for gas, sewer, water and electricity used on the Premises. Tenant
shall pay all costs caused by Tenant introducing excessive pollutants into
the sanitary sewer system, including permits, fees and charges levied by
any utility provider or governmental agency for any pollutants or solids
other than ordinary human waste. Tenant shall be responsible for the
installation and maintenance of any dilution tanks, holding tanks, settling
tanks, sewer sampling devices, sand traps, grease traps or similar devices
as may be required by any utility provider or governmental agency for
Tenant's use of the sanitary sewer system. Tenant shall pay all charges
for pest control and extermination. Landlord shall not be required to pay
for any services, supplies or upkeep in connection with the Premises. No
interruption or malfunction of any utility service not caused by Landlord
shall render Landlord liable in any respect for damages, direct or
consequential, to any person or property, nor be construed as an eviction
of Tenant, nor work an abatement of Rent or Additional Rent, nor relieve
Tenant from the obligation to fulfill any covenant or agreement of this
Lease.
9. TAXES. As part of the consideration for this Lease and in
addition to the Rent as herein provided, Tenant shall, during the Term pay
to Landlord as Additional Rent, all taxes, levies, excises, franchises,
imposts and charges, general and special, ordinary and extraordinary, or
whatever name, nature and kind, which may hereafter be levied, assessed,
charged or imposed, which are a lien (whether federal, state, city, county
or other public authority) upon this Lease, the Premises or Tenant's use or
occupancy thereof during the Term of this Lease. It is agreed that the
above charges, hereinafter referred to as "Taxes", shall not be in any way
construed to include any federal, state or local income taxes assessed
against either Landlord or Tenant.
Within thirty (30) days of Landlord's receipt of the ad valorem
tax statement for the Premises, Landlord shall deliver a copy thereof to
Tenant. Tenant shall, within thirty (30) days after receipt from Landlord
of the tax statement, pay to Landlord the due tax amount as Additional
Rent. The due tax amount shall be determined as follows: if the payment is
made to Landlord before November 1st, the due tax amount shall be the
November tax amount; if the payment is made after November 1st and before
the 15th day of a calendar month, the due tax amount shall be the
applicable tax amount for such calendar month; and if the payment is made
after November 1st and after the 15th day of a calendar month, the due tax
amount shall be the applicable tax amount for the next succeeding calendar
month. Assuming Tenant performs its obligations for the payment of Taxes
to Landlord, Landlord shall pay any Taxes placed on the Premises prior to
the date the same shall become delinquent.
The parties hereto agree that in the event of the installation
during the Term of this Lease by any legal taking authority of any
improvement including, but not limited to, sidewalks and storm and sanitary
drains, then Tenant shall pay such special tax assessments.
Tenant further agrees that during the Term of the Lease it will
pay to Landlord, as Additional Rent, any "use" or "sales" tax that might be
imposed by any governmental body against either Landlord or Tenant by
reason of the occupancy of the Premises and payment of rental therefor by
Tenant.
10. "AS IS" CONDITION. The Premises are rented "as is", without any
additional alterations or improvements to be constructed by Landlord or any
repairs to be performed by Landlord, and without any representation or
warranty except as specifically set forth in this Lease.
11. REPAIRS AND MAINTENANCE: (a) Landlord shall have no obligation
to perform or undertake any maintenance or repair of the Premises, and
Landlord shall not be liable to Tenant for any damage or inconvenience, and
Tenant shall not be entitled to any abatement or reduction of Rent or
Additional Rent, by reason of any required maintenance, repairs,
alterations or additions to the Premises.
(b) Tenant shall, at its own risk and expense, maintain all
parts of the Premises in good repair and condition (including all necessary
replacements), including, but not limited to, the roof, the foundation,
Building exterior (including repainting as necessary), mechanical,
electrical, HVAC, plumbing systems, windows, doors, downspouts, dock
bumpers, landscaping, parking improvements, and the regular removal of
debris. Should Tenant neglect to keep and maintain the Premises, then
Landlord shall have the right, but not the obligation, to have the work
done and any reasonable costs therefor shall be charged to Tenant as
Additional Rent.
(c) At the termination of this Lease, Tenant shall deliver the
Premises "broom clean" in the same good order and condition as existed at
the Commencement Date, ordinary wear, natural deterioration beyond the
control of Tenant, damage by fire, tornado or other casualty excepted.
12. ALTERATIONS AND IMPROVEMENTS: Tenant shall make no alterations,
additions or improvements to the Premises without the prior written
approval of Landlord which will not be reasonably withheld. Tenant shall
conduct its work in such a manner as to maintain harmonious labor relations
and shall, prior to the commencement of the work, submit to Landlord copies
of all necessary permits. All alterations, additions or improvements,
whether temporary or permanent in character, made in or upon the Premises,
either by Landlord or Tenant, shall be Landlord's property and at the end
of the Term shall remain in or upon the Premises without compensation to
Tenant. All of Tenant's furniture, movable trade fixtures and equipment
not attached to the Premises may be removed by Tenant at the termination of
this Lease, if Tenant so elects, and shall be so removed, if required by
Landlord, and, if not so removed, shall, at the option of Landlord, become
the property of Landlord.
13. INDEMNITY.
(a) Landlord shall not be liable for, and Tenant will indemnify
and hold Landlord harmless of and from, all fines, suits, damages, claims,
demands, losses, actions, liabilities and costs (including reasonable
attorneys' fees) for any injury to person or damage to or loss of property
on or about the Premises caused by the negligence or intentional tortious
conduct or breach of this Lease by Tenant, its employees, subtenants,
invitees or by any other person entering the Premises under express or
implied invitation of Tenant, or arising out of Tenant's use of the
Premises. Landlord shall not be liable or responsible for any loss or
damage to any property or the death or injury to any person occasioned by
theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition of other governmental body or
authority, by third parties or by any other matter beyond the reasonable
control of Landlord, or for any injury or damage or inconvenience which may
arise through repair or alteration of any part of the Premises, or failure
to make repairs, or from any cause whatsoever except Landlord's negligence
or intentional tortious conduct. Under no circumstances shall Landlord be
liable for special or consequential damages. It is specifically understood
and agreed that there shall be no personal liability of Landlord with
respect to any of the covenants, conditions or provisions of this Lease; in
the event of a breach or default by Landlord of any of its obligations
under this Lease, Tenant shall look solely to the equity of the Landlord in
the Premises for the satisfaction of Tenant's remedies.
(b) Tenant shall not be liable for, and Landlord will indemnify
and hold Tenant harmless of and from all fines, suits, damages, claims,
demands, losses, actions, liabilities and costs (including reasonable
attorneys' fees) for any injury to person or damage to or loss of property
on or about the Premises caused by the negligence or intentional tortious
conduct or breach of this Lease by Landlord, its employees, invitees, or by
any other person entering the Premises under express or implied invitation
of Landlord, or arising out of Landlord's actions in regard to the
Premises. Tenant shall not be liable or responsible for any loss or damage
to any property or the death or injury to any person occasioned by theft,
fire, act of God, public enemy, injunction, riot, strike, insurrection,
war, court order, requisition of other governmental body or authority, by
third parties or any other matter beyond the reasonable control of Tenant,
or for any injury or damage or inconvenience which may arise through repair
or alteration of any part of the Premises (except for repairs or
alterations which are made or required to be made by Tenant hereunder) or
from any cause whatsoever except Tenant's negligence or intentional
tortious conduct, or Tenant's failure to otherwise comply with the terms of
this Lease, especially as to Tenant's duty of complete repair and
maintenance of the Premises. Under no circumstances shall Tenant be liable
for special or consequential damages
14. DAMAGE BY FIRE OR THE ELEMENTS. In the event that the Premises
should be totally destroyed by fire or other casualty, or in the event the
Premises should be so damaged that rebuilding or repairs cannot be
completed within one hundred eighty (180) days after the date of such
damage, either Landlord or Tenant may, at its option, by written notice to
the other given not more than thirty (30) days after the date of such
destruction or damage, terminate this Lease. In such event, the Rent shall
be abated during the unexpired Term effective with the date of such
destruction or damage.
In the event the Premises should be damaged by fire or other casualty
covered by Landlord's insurance but only to such extent that rebuilding or
repairs can be completed within one hundred eighty (180) days after the
date of such damage, or if the damage should be more serious but neither
Landlord nor Tenant elects to terminate this Lease, then Landlord shall,
within sixty (60) days after the date of such damage, commence to rebuild
or repair the Premises and shall proceed with reasonable diligence to
restore the Premises to substantially the same condition in which they were
immediately prior to the happening of the casualty, except that Landlord
shall not be required to rebuild, repair or replace any part of the
furniture, equipment, fixtures and other improvements which may have been
placed by Tenant on the Premises. Tenant's obligation for the payment of
Rent and Additional Rent shall remain in effect, without abatement or
reduction, during the time of such rebuilding or repairs. In the event any
mortgagee, or the holder of any deed of trust, security agreement or
mortgage on the Premises, should require that the insurance proceeds be
used to retire the mortgage debt, Landlord shall have no obligation to
rebuild and this Lease shall terminate upon notice to Tenant. Any insurance
which may be carried by Landlord or Tenant against loss or damage to the
Premises shall be for the sole benefit of the party carrying such insurance
and under its sole control.
15. EMINENT DOMAIN. If any or all of the Premises are taken by the
exercise of any power of eminent domain or are conveyed to or at the
direction of any governmental entity under a threat of any such taking
(each a "Condemnation"), Landlord shall be entitled to collect from the
condemning authority thereunder the entire amount of any award made in any
such proceeding or as consideration for such conveyance, without deduction
therefrom for any leasehold or other estate or right held by Tenant under
this Lease. Tenant hereby: (a) assigns to Landlord all of Tenant's right,
title and interest, if any, in and to any such award; (b) waives any right
which it may otherwise have in connection with such Condemnation, against
Landlord or such condemning authority, to any payment for (i) the value of
the then unexpired portion of the Term, (ii) leasehold damages, and (iii)
any damage to or diminution of the value of Tenant's leasehold interest
hereunder or any portion of the Premises not covered by such Condemnation;
and (c) agrees to execute any and all further documents which may be
required to facilitate Landlord's collection of any and all such awards.
Subject to the operation and effect of the foregoing provisions of this
Section, Tenant may seek, in a separate proceeding, a separate award on
account of any damages or costs incurred by Tenant as a result of any
Condemnation of any or all of the Premises, so long as such separate award
in no way diminishes any award or payment which Landlord would otherwise
receive as a result of such Condemnation. If (a) all of the Premises are
taken by a Condemnation, or (b) any part of the Premises is taken by a
Condemnation and the remainder thereof is unfit for the reasonable
operation therein of Tenant's business, or (c) any of the Premises is taken
by a Condemnation and, in Tenant's opinion, it would be impractical to
restore the remainder thereof, or (d) any of the Premises is taken by a
Condemnation and, in Tenant's reasonable opinion, it would be impractical
to continue to operate the remainder thereof, then, in any such event, the
Term shall terminate on the date on which possession of so much of the
Premises as is taken by such Condemnation is taken by the condemning
authority thereunder, and all Rent payable hereunder shall be apportioned
and paid to such date. If there is a Condemnation and the Term does not
terminate pursuant to the foregoing provisions of this Section, the
operation and effect of this Lease shall be unaffected by such
Condemnation, except that the Rent shall be reduced in proportion to the
square footage of the area taken by such Condemnation.
16. DEFAULT. The following events shall constitute events of default
by Tenant under this Lease:
(a) Tenant's failure to pay the Rent, Additional Rent, or any
other sums payable hereunder for a period of three (3) days after
written notice by Landlord;
(b) Either party's failure to observe, keep or perform any of the
other terms, covenants, agreements or conditions of this Lease
for a period of ten (10) days after written notice by the non-
defaulting party, provided, however, that if such breach is
capable of being cured, but not within such 10-day period, this
Lease may not be terminated so long as the defaulting party
commences appropriate curative action within such 10-day period
and thereafter diligently prosecutes such cure to completion as
promptly as possible;
(c) the bankruptcy (as hereinafter defined) of Tenant or any
guarantor or other obligor (an "Obligor") of all or any part of
Tenant's obligations under this Lease;
(d) Tenant's failure to occupy and assume possession of the
Premises within fifteen (15) days after the Commencement Date;
and
(e) Tenant's vacating of all or substantially all of the
Premises, whether or not Rent continues to be paid.
As used herein, "bankruptcy" means, as to any Obligor, that Obligor's
taking or acquiescing in the taking of any action seeking relief under, or
advantage of, the Bankruptcy Code (11 U.S.C. 101 et seq., as amended and in
effect from time to time), or any applicable debtor relief, liquidation,
receivership, conservationship, moratorium, rearrangement, insolvency,
assignment for benefit of creditors, reorganization or similar federal or
state law, rule or regulation affecting the rights or remedies of creditors
generally, as in effect from time to time. For the purpose of this
definition, the term "acquiescing" shall include, without limitation, the
failure to (a) file, within thirty (30) days after its entry, a petition,
answer or motion to vacate or to discharge any order, judgment or decree
providing for any relief under any such law, rule or regulation, and (b)
have such order, judgment or decree vacated or discharged within sixty (60)
days after its entry.
Upon the occurrence of any one or more of such events of default, the
non-defaulting party, at its election, may exercise any one or more of the
following remedies. If default occurs:
(1) by Tenant, Landlord may terminate Tenant's right to
possession under the Lease and re-enter and retake possession of
the Premises and relet or attempt to relet the Premises on behalf
of Tenant at such rent and under such terms and conditions as
Landlord may deem best under the circumstances for the purpose of
reducing Tenant's liability. Landlord shall not be deemed to
have thereby accepted a surrender of the Premises, and Tenant
shall remain liable for all Rent, Additional Rent, or other sums
due under this Lease and for all damages suffered by Landlord
because of Tenant's breach of any of the covenants of the Lease.
(2) by Tenant, Landlord may accelerate and declare the entire
remaining unpaid Rent and Additional Rent for the balance of this
Lease to be immediately due and payable forthwith, and may, at
once, take legal action to recover and collect the same.
(3) by either party, the non-defaulting party may declare this
Lease to be terminated.
(4) by either party, the non-defaulting party may enforce such
other rights and remedies as are available at law or in equity
for said default under this Lease.
No re-entry or retaking possession of the Premises by Landlord due to
default by Tenant shall be construed as an election on Landlord's part to
terminate this Lease, unless a written notice of such intention be given to
Tenant, nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any Rent or other monies due to Landlord hereunder
or of any damages accruing to Landlord by reason of the violations of any
of the terms, provisions and covenants herein contained. Landlord's
acceptance of Rent or Additional Rent or other monies following any event
of default hereunder shall not be construed as Landlord's waiver of such
event of default. No forbearance by a non-defaulting party of action upon
any violation or breach of any of the terms, provisions, and covenants
herein contained shall be deemed or construed to constitute a waiver of the
terms, provisions, and covenants herein contained. Forbearance by a non-
defaulting party to enforce one or more of the remedies herein provided
upon an event of default shall not be deemed or construed to constitute a
waiver of any other violation or default. Legal actions to recover for
loss or damage that Landlord may suffer by reason of termination of this
Lease due to default by Tenant or the deficiency from any reletting as
provided for above shall include the expense of repossession or reletting
and any repairs undertaken by Landlord following repossession. Legal
actions to recover for loss or damage that Tenant may suffer by reason of
termination of this Lease shall include relocation expenses.
17. LANDLORD'S LIEN. Landlord shall have, at all times, a valid
security interest to secure payment of all Rent, Additional Rent and other
sums of money becoming due hereunder from Tenant, and to secure payment of
any damages or loss which Landlord may suffer by reason of the breach by
Tenant of any covenant, agreement or condition contained herein, upon all
goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant presently or which may hereinafter be situated
in the Premises, and all proceeds therefrom, and such property shall not be
removed therefrom without the consent of Landlord until all arrearages in
Rent, Additional Rent, and any and all other sums of money due to Landlord
hereunder shall first have been paid and discharged and all of the
covenants, agreements, and conditions hereof have been fully complied with
and performed by Tenant. In consideration of this Lease, upon the
occurrence of an event of default by Tenant, Landlord may, in addition to
any other remedies provided herein, enter upon the Premises and take
possession of any and all goods, wares, equipment, fixtures, furniture,
improvements, and other personal property of Tenant situated on or in the
Premises, without liability for trespass or conversion, and sell the same
at public or private sale, with or without having such property at the
sale, after giving Tenant reasonable notice of the time and place of any
public sale or of the time after which any private sale is to be made, at
which sale the Landlord or its assigns may purchase unless otherwise
prohibited by law. Unless otherwise provided by law, and without intending
to exclude any other manner of giving Tenant reasonable notice, the
requirement of reasonable notice shall be met if such notice is given in
the manner prescribed in Section 25 dealing with "Notices" in this Lease at
least five (5) days before the time of sale. The proceeds from any such
disposition, less any and all expenses connected with the taking of
possession, holding and selling of the property (including reasonable
attorneys' fees and other expenses), shall be applied as a credit against
the indebtedness secured by the security interest granted in this Section
18. Any surplus shall be paid to Tenant or as otherwise required by law,
and Tenant shall pay any deficiencies forthwith. Upon request by Landlord,
Tenant agrees to execute and deliver to Landlord a financing statement in
form sufficient to perfect the security interest of Landlord in the
aforementioned property and proceeds thereof under the provisions of the
Uniform Commercial Code in force in the State of Florida. Landlord may at
its election at any time file a copy of this Lease as a financing
statement.
The security interest granted Landlord pursuant to this Section 18 is
in addition to all landlord's liens and comparable rights provided by law
(including, but not limited to, Section 83.08, Florida Statutes) or the
other provisions of this Lease.
18. SUBORDINATION. This Lease shall be subject and subordinate to
the lien, operation and effect of each mortgage and/or other similar
instrument of encumbrance heretofore or hereafter covering any or all of
the Premises (and each renewal, modification, consolidation, replacement or
extension thereof) (each a "Mortgage"), all automatically and without the
necessity of any action by either party hereto. Tenant shall, promptly at
the request of Landlord or the holder of any Mortgage (a "Mortgagee"),
execute, acknowledge and deliver such further instrument or instruments
evidencing such subordination as Landlord or such Mortgagee deems necessary
or desirable. Notwithstanding any contrary provision contained in this
Lease, any Mortgagee may at any time subordinate the lien of its Mortgage
to the operation and effect of this Lease without obtaining Tenant's
consent thereto, by giving Tenant written notice thereof, in which event
this Lease shall be deemed to be senior to such Mortgage without regard to
their respective dates of execution, delivery and/or recordation among the
applicable public records, and thereafter such Mortgagee shall have the
same rights as to this Lease as it would have had, were this Lease executed
and delivered before the execution of such Mortgage. Tenant agrees to
attorn to any new owner of the Premises resulting from the foreclosure of
any Mortgage or conveyance in lieu of foreclosure, if such new owner so
requests.
19. QUIET ENJOYMENT. Provided Tenant has performed all of the terms,
covenants, agreements and conditions of this Lease, including the payment
of Rent and all other sums due hereunder, Tenant shall peaceably and
quietly hold and enjoy the Premises, except as described in Section 19,
against Landlord and all persons claiming by, through or under Landlord,
for the term herein described, subject to the provisions and conditions of
this Lease.
20. DELETED.
21. CONSTRUCTION LIENS. Tenant shall (a) immediately after it is
filed or claimed, have released (by bonding or otherwise) any construction,
mechanics', materialman's or other lien filed or claimed against any or all
of the Premises or any other property owned or leased by Landlord, by
reason of labor or materials provided for Tenant or any of its contractors
or subcontractors (other than labor or materials provided by Landlord
pursuant to the provisions of this Lease), or otherwise arising out of
Tenant's use or occupancy of the Premises, and (b) defend, indemnify and
hold harmless Landlord against and from any and all liability, claim of
liability or expense (including, without limitation, reasonable attorneys'
fees) incurred by Landlord on account of any such lien or claim. Nothing
in the provisions of this Lease shall be deemed in any way to give Tenant
any right, power or authority to contract for or permit to be furnished any
service or materials which would give rise to the filing of any mechanics'
or materialmen's lien against Landlord's estate or interest in and to the
Premises, it being expressly agreed that no estate or interest of Landlord
in and to the Premises shall be subject to any lien arising in connection
with any alteration, addition or improvement made by or on behalf of
Tenant. At Landlord's request, Tenant shall execute a written instrument
to be recorded for the purpose of providing notice of the existence of the
provisions of the preceding sentence in accordance with Section 713.10,
Florida Statutes.
22. HOLDING OVER. The failure of Tenant to surrender the Premises on
the date provided herein for the expiration of the Term (or at the time the
Lease may be otherwise terminated), and the subsequent holding over by
Tenant, with or without the consent of Landlord, shall result in the
creation of a tenancy at sufferance at double the Rent payable at the time
of the date provided herein for the expiration of this Lease or at the time
the Lease may be terminated otherwise by Landlord. This provision does not
give Tenant any right to hold over at the expiration of the Term, and shall
not be deemed, the parties agree, to be a renewal of the Term, either by
operation of law or otherwise.
23. BROKERAGE COMMISSION. Landlord and Tenant hereby warrant to the
other that there are no claims for broker's commissions or finder's fees in
connection with its execution of this Lease and agrees to indemnify and
save the other harmless from any liability that may arise from any such
claim, including reasonable attorneys' fees incurred with any related
defense.
24. NOTICES. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered or given when (a)
actually received or (b) signed for or "refused" as indicated on the postal
or delivery service return receipt. Delivery may be by personal delivery,
Federal Express (or other commercially recognized express mail or delivery
service), or by United States mail, postage prepaid, certified or
registered mail, addressed to the parties hereto at the respective
addresses set out Sections 1(a) and 1(b), or at such other addresses as
they may hereafter specify by written notice delivered in accordance
herewith.
25. INSURANCE: Tenant shall, at Tenant's sole expense, obtain and
keep in force at all times during the Term, comprehensive general liability
insurance including property damage on an occurrence basis, with limits of
not less than $3,000,000.00 combined single limit insuring Landlord and
Tenant against any liability arising out of the ownership, use, occupancy
or maintenance of the Premises and all areas appurtenant thereto. The
limit of said insurance shall not, however, limit the liability of Tenant
hereunder. Tenant may carry said insurance under a blanket policy,
provided an endorsement naming Landlord as an additional insured as
attached hereto. Tenant shall maintain insurance upon all property in the
Premises owned by Tenant or for which Tenant is legally liable. Tenant
shall maintain insurance against such other perils and in such amounts as
Landlord may in writing from time to time reasonably require. The
insurance required to be obtained and maintained under this Lease shall be
with a company or companies licensed to issue the relevant insurance and
licensed to do business in the State of Florida. Such insurance company or
companies shall each have a policyholder's rating of no less than "A, VII"
in the most recent edition of Best's Insurance Reports. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30)
days' prior written notice to Landlord. Landlord shall receive written
evidence of insurance upon request. All policies of insurance maintained
by Tenant shall be in form and substance reasonably acceptable to Landlord,
with satisfactory evidence that all premiums have been paid. Tenant agrees
not to violate knowingly or permit to be violated any of the conditions or
provisions of the insurance policies required to be furnished hereunder,
and agrees to promptly notify Landlord of any fire or other casualty
affecting the Premises. If Tenant fails to procure and maintain insurance
as required hereunder, Landlord may do so, and Tenant shall, on written
demand, as Additional Rent, reimburse Landlord for all monies expended by
Landlord to procure and maintain such insurance.
As part of the consideration for this Lease and in addition to the
above insurance requirements, Tenant shall, during the Term pay to Landlord
as Additional Rent, the cost of the casualty or property damage insurance
policy which Landlord shall maintain on the Premises from time to time
during the Term. At Landlord's discretion, Landlord may maintain insurance
on the Premises in the form of a blanket policy insuring other properties
in addition to the Premises, and, in such event, a fair and reasonable
amount of the cost of such blanket policy shall be allocated by Landlord to
the Premises for the purpose of determining Tenant's Additional Rent
obligation for such insurance. Tenant shall, within thirty (30) days after
receipt from Landlord of a paid insurance premium statement (or other
reasonable evidence of the payment of insurance costs by Landlord),
reimburse Landlord for such payment as Additional Rent. Landlord agrees to
render billing to Tenant for such Additional Rent within sixty (60) days
after the relevant payment by Landlord.
Tenant hereby waives and releases Landlord of and from any and all
liabilities, claims and losses for which Landlord is or may be held liable
to the extent Tenant receives insurance proceeds on account thereof.
Landlord hereby waives and releases Tenant of and from any and all
liabilities, claims and losses for which Tenant is or may be held liable to
the extent Landlord receives insurance proceeds on account thereof.
Tenant shall not permit the Premises to be used in any way which
would, in the reasonable opinion of Landlord, be extra hazardous on account
of fire or otherwise or which would in any way increase or render void any
casualty or property damage insurance on the Premises.
26. HAZARDOUS SUBSTANCES.
(a) Tenant shall not cause or permit any Hazardous Substance to
be used, stored, generated, or disposed of on or in the Premises by Tenant,
Tenant's agents, employees, contractors, or invitees without first
obtaining Landlord's written consent. If Hazardous Substances are used,
stored, generated, or disposed of on or in the Premises, or if the Premises
become contaminated in any manner for which Tenant is legally liable,
Tenant shall indemnify and hold harmless the Landlord from any and all
claims, damages, fines, judgments, penalties, costs, liabilities, or losses
(including, without limitation, any decrease in value of the Premises,
damages caused by loss or restriction of rentable or usable space, or any
damages caused by adverse impact on marketing of the space, and any and all
sums paid for settlement of claims, reasonable attorneys' fees, consultant,
and expert fees) arising during or after the Term and arising as a result
of that contamination by Tenant. This indemnification includes, without
limitation, any and all costs incurred because of any investigation of the
site or any cleanup, removal, or restoration mandated by a federal, state,
or local agency or political subdivision. Without limitation of the
foregoing, if Tenant causes or permits the presence of any Hazardous
Substance on the Premises and that results in contamination, Tenant shall
promptly, at its sole expense, take any and all necessary actions to return
the Premises to the condition existing prior to the presence of any such
Hazardous Substance on the Premises. Tenant shall first obtain Landlord's
approval for any such remedial action. "Hazardous Substance" includes any
and all material or substances that are defined as "hazardous waste,"
"extremely hazardous waste," or a "hazardous substance" pursuant to
federal, or local government law. "Hazardous Substance" includes, but is
not restricted to, asbestos, polychlorobiphenyls ("PCBs"), petroleum, and
any regulated toxic, ignitable, reactive, or corrosive substance. The
provisions of this Section shall survive the expiration or termination of
this Lease.
(b) Landlord shall not cause or permit any Hazardous Substance
to be used, stored, generated, or disposed of on or in the Premises by
Landlord, Landlord's agents, employees, contractors, or invitees. If
Hazardous Substances are used, stored, generated, or disposed of on or in
the Premises, or if the Premises become contaminated in any manner for
which Landlord is legally liable, Landlord shall indemnify and hold
harmless the Tenant from any and all claims, damages, fines, judgments,
penalties, costs, liabilities, or losses (including, without limitation,
any decrease in value of the Premises, damages caused by loss or
restriction of rentable or usable space, or any damages caused by adverse
impact on marketing of the space, and any and all sums paid for settlement
of claims, reasonable attorneys' fees, consultant, and expert fees) arising
from actions or omissions occurring prior to the commencement of this Lease
Term and/or arising as a result of contamination by Landlord. This
indemnification includes, without limitation, any and all costs incurred
because of any investigation of the site or any cleanup, removal, or
restoration mandated by a federal, state, or local agency or political
subdivision. Without limitation of the foregoing, if Landlord causes the
presence of any Hazardous Substance on the Premises and that results in
contamination, Landlord shall promptly, at its sole expense, take any and
all necessary actions to return the Premises to the condition existing
prior to the presence of any such Hazardous Substance on the Premises.
"Hazardous Substance" includes, but is not restricted to, asbestos,
polychlorobiphenyls ("PCBs"), petroleum, and any regulated toxic,
ignitable, reactive, or corrosive substance. The provisions of this Section
shall survive the expiration or termination of this Lease.
27. ESTOPPEL CERTIFICATE. Tenant shall from time to time, within
five (5) days after being requested to do so by Landlord or any Mortgagee,
execute, acknowledge and deliver to that Landlord (or, at Landlord's
request, to any existing or prospective purchaser, transferee, assignee or
Mortgagee of any or all of the Premises, any interest therein or any of
Landlord's rights under this Lease) an instrument in recordable form,
certifying (a) that this Lease is unmodified and in full force and effect
(or, if there has been any modification thereof, that it is in full force
and effect as so modified, stating therein the nature of such
modification); (b) as to the dates to which the Rent and any Additional
Rent and other charges arising hereunder have been paid; (c) as to the
amount of any prepaid Rent or any credit due to Tenant hereunder; (d) that
Tenant has accepted possession of the Premises, and the date on which the
Term commenced; (e) as to whether, to the best knowledge of the signer of
such certificate, Landlord or Tenant is then in default in performing any
of its obligations hereunder (and, if so, specifying the nature of each
such default); and (f) as to any other fact or condition reasonably
requested by Landlord or such other addressee. Such instrument shall
contain an express acknowledgment that the statements contained therein are
being relied upon by Landlord and any such other addressee.
28. OSHA DISCLOSURE. Tenant acknowledges that it has been notified
of the possible presence of asbestos-containing materials ("ACM") and
materials designated by OSHA as presumed asbestos-containing materials
("PACM") located in the Premises. In addition, the following materials, if
located in properties constructed prior to 1981, must, in accordance with
the OSHA Regulations, be treated as PACM: any thermal system insulation and
surfacing material that is sprayed on, troweled on, or applied in some
other manner, as well as any resilient flooring material installed in 1980
or earlier. Upon written request by Tenant, Landlord shall provide Tenant
with copies of any information pertaining to ACM or PACM in Landlord's
files.
29. MISCELLANEOUS.
(a) Force Majeure. Whenever a period of time is herein
prescribed for action to be taken by Landlord or Tenant, Landlord or Tenant
shall not be liable or responsible for, and there shall be excluded from
the computation for any such period of time, any delays due to strikes,
riots, acts of God, shortages of labor or materials, theft, fire, public
enemy, injunction, insurrection, court order, requisition of other
governmental body or authority, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond
the reasonable control of Landlord or Tenant.
(b) Joint and Several Liability. If two or more individuals,
corporations, partnerships, or other business associations (or any
combination of two or more thereof) shall sign this Lease as Tenant, the
liability of each such individual, corporation, partnership or other
business association to pay Rent and perform all other obligations
hereunder shall be deemed to be joint and several. In like manner, if the
Tenant named in this Lease shall be a partnership or other business
association, the members of which are, by virtue of statute or general law,
subject to personal liability, the liability of each such member shall be
joint and several.
(c) Absence of Option. The submission of this Lease for
examination does not constitute a reservation of or option for the
Premises, and this Lease becomes effective only upon execution and delivery
thereof by Landlord.
(d) Entire Agreement. Any and all riders and exhibits attached
to this Lease are made a part of this Lease for all purposes. This Lease
contains the entire agreement between the parties hereto and may not be
altered, changed or amended, except by written instrument signed by both
parties hereto.
(e) No Waiver. No provision of this Lease shall be deemed to
have been waived by Landlord unless such waiver be in writing signed by
Landlord and addressed to Tenant, nor shall any custom or practice which
may grow up between the parties in the administration of the provisions
hereof be construed to waive or lessen the right of Landlord to insist upon
the performance by Tenant in strict accordance with the terms hereof.
(f) Successors and Assigns. The terms, provisions, covenants,
and conditions contained in this Lease shall apply to, inure to the benefit
of, and be binding upon the parties hereto, and upon their respective
successors in interest and legal representatives, except as otherwise
herein expressly provided.
(g) Recording. This Lease shall not be recorded. However, a
memorandum of lease, in the form of that attached hereto as Rider 3 may be
recorded by Tenant, by Tenant's discretion, and at Tenant's sole expense.
Such memorandum of lease shall provide that it will automatically expire by
its terms at the expiration of the end of the current 5 year term of the
Lease. In the event that the Tenant exercises its right to extend the
Lease, the Tenant shall be permitted to file a new memorandum of lease for
the extended period in similar form.
(h) Default Interest. All past due Rent, Additional Rent and
other sums payable by Tenant under this Lease shall bear interest from the
date due until paid at a rate equal to the lesser of eighteen percent (18%)
per annum and the maximum non-usurious rate permitted under applicable law
from time to time.
(i) Headings and Use of Terms. The section and paragraph
headings to this Lease are for convenience and reference only. The words
as provided in the section and paragraph headings will not be held to
explain, modify, amplify, or aid in the interpretation, construction, or
meaning of the terms of this Lease. Terms defined in this Lease have the
meaning, designation, and significance ascribed to the terms defined in
this Lease.
(j) Partial Invalidity. If any term of this Lease, or the
application of the term to any person or circumstance is, to any extent,
invalid or unenforceable, the remainder of this Lease, or the application
of the term to persons or circumstances other than those as to which the
term is held invalid or unenforceable, will not be affected by the
application, and each term of this Lease will be valid and will be enforced
to the fullest extent permitted by law.
(k) Attorneys' Fees. If an action is begun, or a attorney is
retained by Landlord or Tenant to enforce this Lease or collect any sums
due as provided in this Lease or to collect money damages for breach of
this Lease, against the other, the prevailing party will be entitled to
collect from the other reimbursement for the reasonable actual fees of
attorneys and court costs in connection with the action.
(l) Governing Law. The validity, meaning, and effect of this
Lease will be determined as provided by the law of the State of Florida
applicable to agreements made and to be performed in the State of Florida.
(m) Time of Essence. Time is of the essence with respect to
each party's performance of its obligations under this Lease.
(n) Radon. In accordance with the requirements of Section
404.056(8), Florida Statutes, the following notice is hereby given:
RADON GAS: Radon is a naturally occurring radioactive
gas that, when it is accumulated in a building in sufficient
quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon
testing may be obtained from the local County Public Health
Center.
30. NET LEASE. It is the intention of Landlord and Tenant that
rental under this Lease be absolutely net to Landlord, that all costs,
expenses and obligations of every kind relating directly or indirectly in
any way, foreseen or unforeseen, to the Premises which may arise or become
due during the Term of this Lease shall, except as otherwise specifically
provided in this Lease, be paid by Tenant and Tenant hereby indemnifies and
holds Landlord harmless from and against any and all such costs, expenses,
obligations, and liabilities.
31. WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNNECTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN
ANY MANNER WITH THE PREMISES (INCLUDING WITHOUT LIMITATION, ANY ACTION TO
RESCIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS
WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD AND TENANT TO ENTER AND
EXECUTE THIS LEASE.
32. RIDERS. The following Riders and/or Addenda are attached
hereto and made a part of this Lease for all purposes: Rider 1 (Renewal
Options); and Rider 2 (CPI Adjustment in Rent).
33. RENT A SEPARATE COVENANT. Tenant shall not for any reason
withhold or reduce Tenant's required payments of Rent and Additional Rent,
it being expressly understood and agreed by the parties that the payment of
Rent and Additional Rent is a covenant by Tenant that is independent of the
other covenants of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Lease,
effective as of the date first above written.
Signed, sealed and
delivered in the
presence of: TENANT:
FIRST CHOICE AUTO FINANCE, INC.,
a Florida corporation
/S/ By: /S/ J. Xxxx Xxxxxxxxxx, Xx.
Witness Name:
Title: Vice President
/S/Xxxxx X. Xxxxxxx, Xx.
Witness
LANDLORD:
/S/ /S/ X.X. Xxxx, XX
Witness X.X. XXXX, XX
/S/
Witness
EXHIBIT "A"
TO THE LEASE
Description of real property leased:
See attached real estate tax notices.
Address of the Premises:
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
EXHIBIT "B"
TO THE LEASE
Month to month lease to XXXXXXX XXXXXXXX of 0000 Xxxxxx Xxxx, for $350
per month.
Month to month lease to XXXXXXX XXXXX of 0000 Xxxxxx Xxxx, for $350
per month.
RIDER No.1
Option to Renew
1. Grant of Option. Tenant shall have, and is hereby given, three (3)
option(s) to renew and to extend the Term of this Lease, each option to
follow consecutively upon the expiration of the initial Term (the "Primary
Term") of this Lease (or the immediately preceding Renewal Term, if
applicable), provided that at the time any option to renew is exercised,
this Lease shall be in full force and effect and Tenant shall not be in
default hereunder. Each renewal option shall be for a term of sixty (60)
months (a "Renewal Term") and shall be exercised, if at all, by Tenant's
giving written notice thereof to Landlord at least one hundred eighty (180)
days before the expiration date of the Primary Term or the then current
Renewal Term, as applicable. The renewal and extension of this Lease for
any Renewal Term shall be on and under the same covenants, agreements,
terms, provisions, and conditions as are contained in this Lease for the
Primary Term (with Rent being subject to adjustment in accordance with the
provisions of Section 3 and Rider 2 of this Lease), except that Tenant
shall have no further option to renew after the third Renewal Term. The
Rent and the Additional Rent and all other sums due and payable by Tenant
under this Lease, shall continue to be made and to be paid by Tenant during
any Renewal Term as provided in this Lease for the Primary Term. Any
assignment or subletting by Tenant during the Primary Term shall terminate
all options of Tenant set forth herein.
2. Definitions. Unless otherwise specifically defined in this Rider,
capitalized terms shall have the same respective meanings as set forth in
the non-Rider portion of this Lease.
RIDER NO. 2
CPI Adjustment in Rent
1. Adjustment Computation. Commencing with the first day of the
thirteenth (13th) full calendar month during the Term, and thereafter on
each annual anniversary of such date during the Term (and any renewal
thereof), the Rent [which term as used in this Rider means the Rent
specified in Section 3(b), as adjusted from time to time pursuant to this
Rider] shall be adjusted from time to time as follows:
(a) The Rent in effect for each Lease Year (as defined below) shall
be equal the product of (i) the Rent in effect for the immediately
preceding Lease Year, multiplied by (ii) the greater of (A) one (1) or (B)
the fraction in which CPI-2 (as defined below) is the numerator and CPI-1
(as defined below) is the denominator. In no event shall any adjustment
made pursuant to this Rider or any decrease in the CPI ever result in a
decrease in the Rent for any Lease Year below the Rent in effect at the end
of the preceding Lease Year, which Rent shall, in that event, continue in
effect until the next adjustment hereunder. Payment of the adjusted Rent
amount shall begin on the first day of the first calendar month of the
Lease Year to which such adjusted Rent applies.
(b) As an example of the foregoing calculation for the increase in
Rent, if the monthly Rent in the second Lease Year is $20,000.00, the CPI-1
is 1.50, and the CPI-2 is 1.55, then the monthly Rent for third Lease Year
will be $20,000.00 x 1.55/1.50 = $20,666.67.
2. Alternative Index. If (a) the CPI ceases using the 1982-1984
average of 100 as the basis of calculation, (b) a significant change is
made in the number or nature (or both) of items used to determine the CPI,
(c) Landlord and Tenant agree that the CPI does not accurately reflect, in
relationship to the Base CPI, the purchasing power of the dollar, or (d)
the CPI shall be discontinued for any reason, the Bureau of Labor
Statistics shall be requested to furnish a new index comparable to the CPI
, together with information which will make possible the conversion to the
new index in computing the adjusted Rent hereunder. If for any reason the
Bureau of Labor Statistics does not furnish such an index and such
information, Landlord and Tenant shall instead accept and use such other
index or comparable statistics on the cost of living in the city or region
in which the Building is located that is computed and published by an
agency of the United States or a responsible financial periodical of
recognized authority.
3. Definitions. As used herein, the term "Lease Year" means the
period from the Commencement Date to the last day of the twelfth (12th)
full calendar month during the Term and each succeeding twelve (12) month
period thereafter during the Term (and any renewal thereof). As used
herein, the term "CPI" means the Consumer Price Index for All Urban
Consumers (CPI-U) for the Southeast Region of the United States, All Items
(1982-84 = 100), published by the Bureau of Labor Statistics, United States
Department of Labor. As used herein, the term "CPI-1" means the monthly CPI
for the latest calendar month which ends at least sixty (60) days before
the commencement of the Lease Year immediately preceding the Lease Year for
which Rent is being adjusted. As used herein, the term "CPI-2" means the
monthly CPI for the latest calendar month which ends at least sixty (60)
days before the commencement of the Lease Year for which Rent is being
adjusted. Unless otherwise specifically defined in this Rider, capitalized
terms shall have the same respective meanings as set forth in the non-Rider
portion of this Lease
