EX-10
Exhibit 10.23.2 Lease
EXHIBIT 10.23.2
LEASE
THIS AGREEMENT OF LEASE made and entered into by and between XXXX X.
XXXXXX ("Lessor" hereinafter) and XXXX XXXXXXXX AUTOMOTIVE ENTERPRISES, INC.,
a Delaware corporation ("Lessee" hereinafter).
NOW THEREFORE, the parties agree as follows:
1. PREMISES:
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
that certain real property and improvements in the County of Washoe, State of
Nevada, and more particularly described in Exhibit "A", attached hereto and
made a part hereof ("Leased Premises" hereinafter) also known as 7175 S.
Virginia, Reno, Nevada.
2. TERMS AND POSSESSION:
The term of the within lease shall be for ten (10) years, and shall
commence on October 17, 1989, and end on October 16, 1999.
3. RENT:
(a) Lessee shall pay to Lessor the sum of Thirty Thousand Dollars
($30,000) as and for minimum monthly rent during the term hereof, together
with such additional amounts as are otherwise provided herein. Minimum
monthly rent shall be payable in advance, in monthly installments of Thirty
Thousand Dollars ($30,000) per month, on the first day of each month, without
abatement, deduction, or offset. Prorated rent for the portion of the term
hereof commencing October 17, 1989 and ending October 31, 1989, in the sum of
Fourteen Thousand Seven Hundred Ninety Five Dollars ($14,795.00), shall be
due and payable on October 17, 1989. Minimum monthly rental installments of
Thirty Thousand Dollars ($30,000.00) shall be payable on the first day of
each month thereafter during the remainder of the term hereof.
(b) The minimum monthly rent provided for herein shall be subject to
adjustment at the commencement of the third, fifth, seventh and ninth years
(every two years) of the term hereof ("the Adjustment Date" hereinafter) as
follows:
The base for computing the adjustment is The Consumer Price Index for
All Urban Consumers (base year 1983-1984 = 100) for San Francisco-Oakland-San
Jose, California, published by the United States Department of Labor, Bureau
of Labor Statistics ("Index" hereinafter), which is in effect on the date of
the commencement of the original term ("Beginning Index" hereinafter). The
Index published most immediately preceding the Adjustment Date in question
("Extension Index" hereinafter) is to be used in determining the amount of
the adjustment. If the Extension Index has increased over the Beginning
Index, the minimum monthly rent for the third and fourth, fifth and sixth,
seventh and eighth, and ninth and tenth year periods of the term hereof,
shall be set by multiplying the minimum monthly rent for the month
immediately preceding the Adjustment Date by a fraction, the numerator of
which is the Extension Index and the denominator of which is the Beginning
Index. In no case shall the minimum monthly rent be less than the then
existing minimum monthly rent. On adjustment of the minimum monthly rent as
provided in this lease, the parties shall immediately execute an amendment of
this lease stating the new minimum monthly rent.
If the Index is changed so that the base year differs from that in
effect when the term commences, the Index shall be converted in accordance
with the conversion factor published by the United States Department of
Labor, Bureau of Labor Statistics. If the Index is discontinued or revised
during the term, such other government index or computation with which it is
replaced shall be used in order to obtain substantially the same result as
would be obtained if the Index had not been discontinued or revised.
4. ENTRY AND INSPECTION.
The Lessee shall permit Lessor and his agents, upon one day's prior
written notice to enter the demised premises at all reasonable times for any
of the following purposes: To inspect the same; to maintain the building in
which the said premises are located; to make such repairs to the demised
premises as Lessor is obligated or may elect to make; to post notices of
nonresponsibility for alterations or additions or repairs. Lessor shall have
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such right of entry and the right to fulfill the purpose thereof without any
rebate of rent to Lessee for any loss of occupancy or quiet enjoyment of the
demised premises thereby occasioned.
5. REPAIRS.
By entry hereunder, Lessee accepts the leased premises and leased
improvements as being in good and sanitary order, condition and repair, and
agrees on the last day of the term hereof, or sooner termination of this
Lease, to surrender unto Lessor all singular said premises and improvements
with the appurtenances in the same condition as when received, reasonable use
and wear thereof excepted. Throughout the term, Lessee shall, at Lessee's
sole cost and expense, maintain the premises and all improvements in good
condition and repair, required through misuse and ordinary wear and tear, and
in accordance with all applicable environmental laws, laws, rules,
ordinances, orders and regulations of (1) federal, state county, municipal,
and other governmental agencies and bodies having or claiming jurisdiction
and all their respective departments, bureaus, and officials; (2) the
insurance underwriting board or insurance inspection bureau having or
claiming jurisdiction; and (3) all insurance companies insuring all or any
part of the premises or improvements or both. In the event Lessee fails to
so keep and maintain the leased premises, Lessor may cause the same to be
done at the expense of Lessee, and Lessee shall reimburse Lessor upon written
demand. Lessor shall make and pay for all repairs required because of
original construction defects.
Nothing in this provision defining the duty of maintenance shall be
construed as limiting or enlarging any right given elsewhere in this lease to
alter, modify, demolish, remove, or replace any improvement, or as limiting
provision relating to condemnation or to damage or destruction of the
premises. No deprivation, impairment, or limitation or use resulting from an
event or work contemplated by this paragraph shall entitle Lessee to offset,
abatement, or reduction in rent nor to any termination or extension of the
term.
6. INSURANCE:
At all times during the original and any extended term hereof, Lessor
shall keep the leased premises so insured (and Lessee shall reimburse and pay
to Lessor) the premiums for all casualty loss with extended coverage, full
replacement cost insurance, on the building and improvements of the leased
premises. Annually, after the first insurance year, prior to the renewal
date of any such insurance, Lessor shall notify Lessee in writing of the full
replacement value as determined by Lessor, in Lessor's sole discretion, and
the anticipated premium for the insurance. Lessee shall have the option of
obtaining the required insurance at a more favorable premium, and, if
successful, shall so notify Lessor and obtain such insurance. Lessor shall
cause the insurance carrier to provide to Lessee a certificate of insurance
showing the coverage and limits, which shall name Lessor as a loss payee.
7. TAXES:
At all times during the term or any extension hereof, Lessor shall pay
all annual county taxes and assessments and/or any other taxes or assessments
of any governmental authority now or hereafter created, levied, or assessed
against the real property and/or improvements of which the leased premises
are a part. Lessee shall pay to Lessor as additional rental a sum equal to
the amount of such taxes and assessments. Said sum shall be paid by Lessee
to Lessor, on demand, at the option of Lessor, either in full or monthly in
twelve equal installments during the fiscal year when the same are incurred.
Lessee shall pay all taxes levied or assessed against its property, located
on the leased premises.
8. UTILITIES:
Lessee shall pay for all utilities and other services supplied to the
leased premises.
9. ASSIGNMENT AND SUBLETTING.
Except as hereinafter provided in an assignment or sublease to a
related entity or to a former stockholder or stockholders of Lessee, said
Lessee shall not voluntarily assign or encumber its interest in this lease or
in the premises, or sublease all or any part of the premises, or allow any
other person or entity (except Lessee's authorized representatives) to occupy
or use all or any part of the premises, without first obtaining Lessor's
consent. Except as hereinafter provided, any such assignment, encumbrance,
or sublease without Lessor's consent shall be voidable and, at Lessor's
election, shall constitute a default. The Lessor shall not unreasonably
withhold such consent. No consent to any assignment, encumbrance, or
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sublease shall constitute a further waiver of the provisions of this
paragraph. Lessee may assign, sublease all or any part of the premises, or
otherwise transfer the within lease to a corporation or partnership in which
Lessee or its shareholders maintain controlling interest.
Any dissolution, merger, consolidation, or other reorganization Lessee,
or the sale or other transfer of a controlling percentage of the capital
stock of Lessee, or the sale of Fifty One Percent (51%) of the value of the
assets of Lessee, shall be deemed a voluntary assignment. The phrase
"controlling percentage" means the ownership of, and the right to vote, stock
possessing at least Fifty One Percent (51%) of the total combined voting
power of all class of Lessee's capital stock issued, outstanding, and
entitled to vote for the election of directors.
10. INSOLVENCY:
If any proceedings in bankruptcy or insolvency be filed against Lessee,
or if any Writ of Attachment or Execution be levied upon the interest herein
of Lessee, and such proceedings or levy shall not be released or dismissed
within sixty (60) days thereafter, or if any sale of the leasehold interest
hereby created or any part thereof should be made under any execution or
other judicial process, or if Lessee shall make any assignment for benefit of
creditors, or shall voluntarily institute bankruptcy or insolvency
proceedings, Lessor at his election, may re-enter and take possession of said
premises and remove all persons therefrom, and may at this option terminate
this Lease.
11. NONWAIVER OF DEFAULT:
The subsequent acceptance of rent hereunder by Lessor shall not be
deemed a waiver of any preceding breach of any obligation hereunder by Lessee
other than the failure to pay the particular rental so accepted, and the
waiver of any breach of any covenant or condition by Lessor shall not
constitute a waiver of any other breach regardless of knowledge thereof.
12. INDEMNITY:
Except for claims arising out of the acts of the Lessor or its agents,
servants, employees or representatives, Lessee hereby agrees to indemnify and
defend Lessor against and to hold Lessor harmless from any and all claims or
demands for loss of or damage to property or for injury or death of any
person from any cause whatsoever (except the negligent or intentional act of
Lessor) and claims, demands, costs and expenses relating to all laws,
environmental laws, regulations, and court or administrative orders, arising
out of the Lessee's use or occupancy of the leased premises. Upon the
commencement of the term provided for herein, or sooner at the option of
Lessee, Lessee shall secure and maintain at his own expense at all times
during the term hereof, public liability insurance, insuring both Lessor and
Lessee against any claims for damages arising out of or connected with said
leased premises, with policy limits in the usual form in the sum of Three
Million Dollars ($3,000,000) single limit for personal injury, and the sum of
Five Hundred Thousand Dollars ($500,000) for property damage. Such policy or
policies for certificates for duplicates of existing policies shall
immediately upon their issuance be delivered by Lessee to Lessor and
thereafter held by Lessor.
13. ALTERATIONS:
(a) The Lessee shall not make, or suffer to be made, any alterations
of the said premises, or any part thereof, without the written consent of the
Lessor first had and obtained, and any additions to or alterations of, the
said premises shall become at once a part of the realty and belong to the
Lessor. Lessee shall retain title to all movable furniture and trade
fixtures and equipment placed in the property by it. Provided Lessee is not
in default hereunder, upon a surrender or expiration of the lease, Lessee may
remove such items of personal property owned and installed by Lessee. Upon
such removal, Lessee shall leave the leased premises in an undamaged
condition. If written consent of the Lessor to any proposed alterations by
Lessee shall have been obtained, Lessee agrees to advise Lessor in writing of
the date upon which such alterations will commence in order to permit Lessor
to post notice of nonresponsibility. Lessee shall keep the demised premises
free from any and all liens arising out of any work performed, materials
furnished, or obligations incurred by Lessee.
(b) Upon prior written notice to Lessor, Lessee may remove any
buildings or improvements constructed by it on the Leased Premises at the end
of the lease term if the real property can be restored to its condition prior
to such construction and without otherwise harming or devaluing the real
property.
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14. LAWS AND REGULATIONS:
(a) Lessee at its own cost and expense shall comply promptly with all
laws, rules, and orders, environmental or otherwise, of all federal, state,
and municipal governments, or departments, which may be applicable to its use
of the leased premises and any and all business and enterprises conducted
thereon by Lessee, and shall likewise promptly comply with the requirements
of the Fire Department of the City of Reno concerning the premises.
(b) Lessee shall at its own cost petition all the appropriate
governmental agencies for the purpose of obtaining all variances, use, and
other permits necessary for the conduct of Lessee's intended business at the
premises, and Lessee's use and occupancy of the leased premises.
15. HOLDING OVER:
Any holding over after the expiration of the said term, with the
consent of the Lessor, shall be construed to be a tenancy from month to
month, and shall be on the terms and conditions herein specified, so far as
applicable.
16. SUBORDINATION AGREEMENT:
This lease shall be subject and subordinate at all times to the lien of
any mortgage or mortgages or trust deed or trust deeds which may now exist
upon or which may be placed upon the leased premises or the property of which
the leased premises are a part, and Lessee agrees that it will execute and
deliver to Lessor, or to the nominee of Lessor, property subordination
agreements to this effect at any time upon the request of Lessor and without
payment being made therefor. Provided, however, so long as Lessee performs
its obligations under this Lease, its interest shall be recognized by the
holder of any such mortgage or trust deed, and no foreclosure of, deed given
in lieu of foreclosure of, or sale under the encumbrance, and no steps or
procedures taken under the encumbrance, shall affect Lessee's rights under
this Lease provided Lessee attorns to the holder of such encumbrance, or the
purchaser at any foreclosure sale, or to any grantee or transferee designated
in any deed given in lieu of foreclosure. Lessee agrees to execute any
written agreement and other documents required by any lender, purchaser, or
transferee, to accomplish the purpose of this paragraph.
17. SECURITY NOT A DEFENSE:
Nothing herein contained and no security or guarantee which may now or
hereafter be furnished to Lessor for the payment of the rental provided
herein or for the performance by the Lessee of the other terms or covenants
of this lease shall in any way be a bar or defense to any action in unlawful
detainer or for the recovery of said premises, or in any action which Lessor
may at any time commence for breach of any of the terms and covenants of this
Lease.
18. WAIVER OF DAMAGE AND INDEMNITY OF LESSOR:
Lessor shall not be liable for any failure of any heating or
air-conditioning apparatus of the leased premises, nor for the failure of the
supply of water, gas, electricity or power, nor for the stoppage of any or
all of the other machinery and equipment, if any, in the building in which
the leased premises are situated, nor for the stoppage, leakage or bursting
of any gas, water, steam, sewer or other pipe, tank, underground tank, line,
water closet or other fixture, nor for any annoyance, inconvenience or damage
caused by any electric or other wire, whether upon the said leased premises
or in other parts of the building, nor for any damage arising from any act or
neglect of any other tenant or occupant of said leased premises for any cause
whatever, and Lessee shall indemnify and save Lessor free and harmless from
any liability, damage, or expense by reason of the negligence of Lessee, his
agents, employees, patrons or invitees, and from all liability, damage or
expense by anything brought upon the leased premises by Lessee.
19. ATTORNEY'S FEES:
In the event of any action or proceeding between the parties hereto to
interpret, to enforce, for the breach or default of, or arising out of, this
lease, or the leased premises, the prevailing party therein shall be allowed
all reasonable attorney's fees and costs expended or incurred in such action
or proceeding.
20. NOTICES:
All notices to be given to the Lessee may be given in writing
personally or be depositing the same in the United States mail, postage
prepaid, and addressed to the Lessee at the said premises, whether or not the
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Lessee has departed from, abandoned, or vacated the premises. Notices by
Lessee to Lessor shall be in writing and served personally, or by depositing
the same in the United States mail, postage prepaid, addressed to Lessor at
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000.
21. DESTRUCTION OF THE PREMISES:
(a) If, during the term, the premises are totally or partially
destroyed from a risk not covered by the insurance described in paragraph 6,
rendering the premises totally or partially inaccessible or unusable, Lessee
shall restore the premises to substantially the same condition as they were
in immediately before destruction. Such destruction shall not terminate this
lease. If the existing laws do not permit the restoration, either party can
terminate this lease immediately by giving notice to the other party.
(b) If the cost of restoration exceeds Fifty Percent (50%) of the
then replacement value of the premises destroyed, Lessee can elect to
terminate this lease by giving notice to Lessor within fifteen (15) days
after determining the restoration cost and replacement value. If Lessee
elects to terminate this lease, Lessor, within thirty (30) days after
receiving Lessee's notice to terminate, can elect to pay to Lessor, at the
time Lessor notifies Lessee of its election, the difference between Fifty
Percent (50%) in which case Lessee shall restore the premises.
22. USE OF PREMISES:
Lessee shall not use the lease premises, or any part thereof, for any
other purpose or purposes than those hereinafter designated without the prior
written consent of the Lessor obtained in writing, which consent shall not
unreasonably be withheld. Lessee shall use the premises for sales and
service of new and used vehicles and related activities or any other lawful
purpose. Lessee shall be responsible at this expense to obtain and maintain
all zoning and permits for such use.
23. REMEDIES ON DEFAULT:
In the event Lessee breaches the within lease, abandons the property,
or breaches the lease and abandons the property or in the event the Lessor
terminates the Lessee's right to possession because of this lease, Lessor
may, at his sole option, pursue one of the following remedies:
(a) Terminate the lease, declare it forfeited, remove all persons and
the Lessee's property therefrom, and recover from the Lessee:
(i) The worth at the time of award of the unpaid rent which had
been earned at the time of termination;
(ii) The worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that the Lessee proves could
have been reasonably avoided; and
(iii) The worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award exceeds the
amount of such rental loss that the Lessee proves could be reasonably
avoided; and
(iv) Any other amount necessary to compensate the Lessor for all
the detriment proximately caused by Lessee's failure to perform his
obligations under the lease or which in the ordinary course of things would
be likely to result therefrom.
(b) Not terminate the lease, or the Lessee's right to possession, but
allow the same to continue in full force and effect, and Lessor may thereby
enforce all rights and remedies under this lease, including, but not limited
to, the right to recover rent as it becomes due hereunder. No act of Lessor
in the maintenance or preservation of the property, or in efforts to relet
the property, or in the appointment of a receiver to protect the Lessor's
interest hereunder, shall be deemed to constitute a termination of the lease
or of the Lessee's right to possession; or
(c) Not terminate the lease, or the Lessee's right to possession, and
enter into and upon and take possession of said leased premises as agent and
for the account of said Lessee, and if said Lessor so elects to lease or rent
the whole or any part of said premises for the balance or any part of the
term of this lease, and retain all rents thus received, and, after deducting
therefrom all expenses incurred in the collection of said rents, apply the
balance of the payment of the rents payable hereunder by said Lessee, but the
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performance of all or any of the said acts by the said Lessor shall in nowise
release or discharge said Lessee from a full and strict compliance with and
performance of all of the terms, conditions and covenants of this lease on
the part of said amount of rent which said Lessee promised to pay as rental
for the said leased premises for and during the whole term of this lease;
(d) Terminate the lease whereupon the Lessor, at his option, shall be
entitled to recover from the Lessee the worth at the time of such
termination, of the excess, if any, of the amount of rent and charges
equivalent to rent reserved in the lease for the balance of the stated term
or any shorter period of time over the then reasonable rental value of the
property for the same period.
24. TIME IS OF THE ESSENCE:
Time is of the essence in this Agreement of Lease
25. CONDEMNATION:
If the premises or any portion thereof are taken under the power of
eminent domain, or sold under the threat of the exercise of said power (all
of which are herein called "condemnation"), this Lease shall terminate as to
the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than Twenty Percent (20%) of the
floor area of the buildings on the premises, or more than Twenty Five Percent
(25%) of the land area of the premises which is not occupied by any building,
is taken by condemnation, Lessee may, at Lessee's option, to be exercised in
writing only within ten (10) days after Lessor shall have given Lessee
written notice of such taking (or in the absence of such notice, within ten
(10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion
of the premises remaining, except that the rent shall be reduced in the
proportion that the floor area of the building taken bears to the total floor
area of the building situated on the premises. No reduction of rent shall
occur if the only area taken is that which does not have a building located
thereon. Any award for the taking of all or any part of the premises under
the power of eminent domain or any payment made under threat of the exercise
of such power shall be the property of Lessor, whether such award shall be
made as compensation for diminution in value of the leasehold or for the
taking of the fee, or as severance damages; provided, however, that Lessee
shall be entitled to any award for loss of or damage to Lessee's trade
fixtures and removable personal property. Lessee shall not be entitled to
any sum for leasehold bonus value. In the event that this lease is not
terminated by reason of such condemnation, Lessor shall to the extent of
severance damages received by Lessor in connection with such condemnation,
repair any damage to the premises caused by such condemnation except to the
extent that Lessee has been reimbursed therefor by the condemning authority.
Lessee shall pay any amount in excess of such severance damages required to
complete such repair.
26. COMMON AREA EXPENSES:
Lessee shall at all times at its own expense keep the walks, yard,
parking areas and driveways in and abut the Leased Premises neat, clean, and
free of all debris and obstructions. Lessor reserves the right at anytime
and during all times of the within Lease to control and direct the
maintenance and cleaning of such walkways, yard areas, driveway areas, and
parking areas, and to hire others to perform the same, with the cost thereof
to be borne and paid by Lessee upon receipt of a billing from Lessor for
Lessee's proportionate share of such common area expenses to be prorated
according to the portion of the common area occupied by the Lessee in
relation to the entire common area.
27. LESSOR'S USE OF ADJOINING REAL PROPERTY:
The parties to this Lease acknowledge that the leased premises
constitute only a portion of a larger parcel of real property owned by the
Lessor and that Lessor has retained all rights with regard to his use, sale
or lease of said remaining property, which remaining property (Lessor's
remaining property) is depicted in that certain map attached hereto as
Exhibit "B". The parties hereto further acknowledge that the use, sale or
lease of Lessor's remaining property for the purposes of conducting a new
automobile dealership thereon would be inimical to the interests of both the
Lessor and the Lessee. In view of such fact, and in consideration of
execution of this Lease by each of the parties hereto, the Lessor hereby
agrees that, prior to commencing such use, and prior to any sale or lease of
said Lessor's remaining property for the purpose of conducting a business
thereupon for the sale of new automobiles, said Lessor shall first obtain the
written permission of the Lessee as to any and all makes, models or brands of
automobiles which may be sold of leased on Lessor's remaining property by any
person or party whatsoever. This condition is for the benefit of both the
Lessor and Lessee hereunder.
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28. OPTION TO RENEW:
In the event Lessee is not in default in any of the terms, covenants or
condition herein contained, or in the payment of any sum or sums due
hereunder, Lessee shall be privileged to extend the within lease for an
additional period of ten (10) years, such renewal to be upon all of the same
terms, covenants and conditions hereof, except rent and option to renew.
Rent shall be such sum as the parties shall mutually agree upon. Lessee may
exercise this option by giving Lessor notice thereof not less than one
hundred twenty (120) days prior to the expiration of the term hereof. In the
event the parties are unable to agree, rent shall be fixed by arbitration.
Each party shall appoint an arbitrator, and the two arbitrators shall select
a third arbitrator. Rent shall be set by the decision of a majority of the
arbitrators. In the event the arbitrators are unable to agree, rent shall be
that sum fixed by the arbitrator who is neither highest nor lowest. The
arbitrators shall be selected not later than sixty (60) days prior to the
expiration of the Lease and rent shall be fixed by the arbitrators prior to
the expiration of the Lease. The decision of the arbitrators shall be
binding. The parties shall each pay one-half of the cost of the arbitration.
IN WITNESS WHEREOF, the parties have entered into this Lease on the ___
day of October, 1989.
XXXX X. XXXXXX (LESSOR)
By: /s/ Xxxx X. Xxxxxx
XXXX XXXXXXXX AUTOMOTIVE ENTERPRISES, INC. (LESSEE)
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, President
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DESCRIPTION
All that real property situate in the City of Reno, County of Washoe, State
of Nevada, described as follows:
Parcel 4 of Parcel Map 991 for COUNTRY ESTATES, filed in the
office of the County Recorder of Washoe County, Nevada, on
November 27, 1979, as Filed No. 643822.
EXCEPTING THEREFROM that portion of the hereinabove described
parcel that certain strip of land along the Easterly boundary
dedicated to the City of Reno for Xxxxx Xxxxxxxx Xxxxxx as
dedicated by Parcel Map 1161 entitled "2nd Parcel Map of COUNTRY
ESTATES" filed in the office of the County Recorder of Washoe
County, on September 24, 1980 as File No. 696068.
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MEMORANDUM AND ACKNOWLEDGEMENT OF EXISTENCE OF LEASE
This Memorandum and Acknowledgement of Existence of Lease is made and
entered into this _____ day of October, 1989, by and between XXXX X. XXXXXX
("Lessor" hereinafter), and XXXX XXXXXXXX AUTOMOTIVE ENTERPRISES, INC., a
Delaware Corporation, ("Lessee" hereinafter).
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into a Lease
effective the 17th day of October, 1989, in which said Lease, the Lessor has
leased unto the Lessee certain real property and improvements thereon,
located in the County of Washoe, State of Nevada, and more particularly
described in Exhibit "A", attached hereto and made a part hereof ("Leased
Premises" hereinafter), also known as 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxx,
Xxxxxx County, Nevada, and
WHEREAS, the parties to said Lease desire to enter into this Memorandum
and Acknowledgement of Existence of Lease in order that such document may be
recorded, in the Office of the County Recorder of Washoe County, Nevada, for
the purpose of informing all interested parties of the existence of such
Lease, as well as the length of the term thereof;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Leased Premises.
Lessor has leased unto the Lessee and Lessee has leased from the
Lessor, that certain real property and the improvements thereon, located in
County of Washoe, State of Nevada, more particularly described in Exhibit "A"
and attached hereto and made part hereof.
2. Term.
The term of said Lease commences on the 17th day of October, 1989, and
ends on the 16th day of October, 1989.
3. Subordination Agreement.
The parties hereto hereby acknowledge that a Subordination Agreement
exists relative to the Leasehold Interest created by the aforementioned
mentioned Lease, under which the said Lease is subject and subordinate to the
lien of any Deeds of Trust now existing upon or which may be placed upon the
leased premises. In this regard, said Lease Agreement provides that, so long
as Lessee performs its obligations under said Lease, its interest shall be
recognized by the holder of any Deed of Trust relative to same, and no
foreclosure of, deed given in lieu of foreclosure, or sale under the
encumbrance, and no steps or procedures taken under the encumbrance, shall
affect Lessee's rights under this Lease, provided Lessee attorns to the
holder of such encumbrance, or the Purchaser at any foreclosure sale, or to
any Grantee or Transferee designated in any deed given in lieu of foreclosure.
4. Notices.
All notices given pursuant to the aforementioned Lease, or this
Memorandum and Acknowledgement of Lease, shall be given in writing and served
personally, or by depositing the same in United States mail, postage prepaid,
addressed to
Lessee at:
0000 Xxxxx Xxxxxxxx Xxxxxx,
Xxxx, Xxxxxx 00000.
and to Lessor at:
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000.
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5. Option to Renew.
The parties here do further acknowledge that, pursuant to the
aforementioned Lease, Lessee has the privilege to extend the said Lease for
an addition Ten (10) years, based upon certain terms and conditions contained
in said Lease.
6. Recording of This Document.
The parties hereto acknowledge that it is their intention to cause to
be recorded this Memorandum and Acknowledgement of Lease, with the office of
the Recorder of the County of Washoe, State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed the this
Memorandum and Acknowledgement of Existence of Lease on the _______ day of
October, 1989.
XXXX X. XXXXXX (LESSOR)
By: /s/ Xxxx X. Xxxxxx
XXXX XXXXXXXX AUTOMOTIVE ENTERPRISES, INC. (LESSEE)
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, President
STATE OF CALIFORNIA )
) ss.
COUNTY OF SACRAMENTO )
On October ______, 1989, personally appeared before me, a Notary
Public, XXXX X. XXXXXX, who acknowledged that he executerd the
above-instrument.
_____________________________________
NOTARY PUBLIC
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On October _____, 1989, personally appeared before me, a Notary Public,
XXXXXXX X. XXXXXXXX, who acknowledged that he executed the above-instrument.
_____________________________________
NOTARY PUBLIC
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DESCRIPTION
All that real property situate in the City of Reno, County of Washoe, State
of Nevada, described as follows:
Parcel 4 of Parcel Map 991 for COUNTRY ESTATES, filed in the
office of the County Recorder of Washoe County, Nevada, on
November 27, 1979, as Filed No. 643822.
EXCEPTING THEREFROM that portion of the hereinabove described
parcel that certain strip of land along the Easterly boundary
dedicated to the City of Reno for Xxxxx Xxxxxxxx Xxxxxx as
dedicated by Parcel Map 1161 entitled "2nd Parcel Map of COUNTRY
ESTATES" filed in the office of the County Recorder of Washoe
County, on September 24, 1980 as File No. 696068.
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