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EXHIBIT 10.8
LEASE
THIS AGREEMENT, made as of the 19th day of Aug, 1996 by and between
Xxxxxx/Xxxxxx, L.L.C., located at Montgomery, Alabama ("Lessor"), and Montgomery
Cablevision and Entertainment, Incorporated, an Alabama corporation with its
principal office located at 0000 Xxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx ("Lessee").
WITNESSETH:
SECTION 1
PREMISES
1.1 Lessor hereby leases to Lessee and Lessee hereby takes from
Lessor, for the term and upon the terms, covenants and conditions set forth in
this Lease, a parcel of land approximately 15 feet by 15 feet n/a acres ("the
Premises") and being more particularly described as follows:
SEE SCHEDULE "A"
together with the unrestricted right of ingress, egress and access to Lessee's
installations, all as shown on Schedule A attached hereto and made a part
hereof. It is further agreed that the Premises will be bounded and enclosed by a
chain-link or comparable fence to be erected by Lessee, which shall remain the
property of the Lessee.
1.2 (a) Lessee shall, at its sole expense, construct communication
facilities, including an equipment building to shelter electrical and other
telecommunications equipment for the provision of communication services by
Lessee. All of the above improvements are together called "Lessee's
installations."
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(b) The procurement of all necessary licenses, certificates and
permits for the erection, construction, maintenance and operation of Lessee's
installations and any other certificates or permits which may be required or
necessary are the obligation of Lessee, and all fees and expenses in connection
therewith shall be paid by Lessee. Provided that, Lessor agrees to join in and
cooperate with Lessee in obtaining from any governmental or other public agency
all licenses, certificates, permits and applications necessary, from time to
time, for Lessee's intended use of the Premises. In the construction of all
improvements upon the Premises, Lessee will comply with all laws, ordinances and
regulations of all governments and bureaus concerned with said construction.
SECTION 2
TERM
2.1 The term of this Lease shall be for a period of 10 years,
commencing on the date this Lease is executed, or the date of possession of the
Premises by Lessee, whichever is later. Said date is hereafter called the "Term
Commencement Date."
SECTION 3
RENT, TAXES AND UTILITIES
3.1 Lessee covenants and agrees to pay to Lessor by way of rental
for the Premises the sum of Three Thousand Dollars ($3,000.00), as annual rent
(the Base Rent), said annual rent to be paid in equal monthly installments in
advance in the amount of Two Hundred Fifty Dollars ($250.00), on the first day
of each and every month during the initial term of this Lease. Lessee shall
provide and pay for its own electric and telephone service.
3.2 Commencing on the fifth anniversary of the Term Commencement
Date, the annual rent to be paid by the Lessee to the Lessor shall be adjusted.
The annual rent shall be
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increased or decreased based on the Consumer Price Index ("CPI"). The adjustment
shall be made by multiplying the Base Rent by a fraction, the denominator of
such fraction to be the CPI for the calendar year 1995 and the numerator to be
CPI for the year immediately preceding the adjustment date.
However, the annual rent shall never increase or decrease more
than Two Hundred Fifty Dollars ($250.00) at any adjustment period.
3.3 If the Lease is terminated at a time other than the anniversary
of Term Commencement Date, the rent shall be prorated as of the date of
termination, and in the event of termination for any reason other than
nonpayment of Rent, all Rents paid in advance of the date of termination for
that period after said date of termination shall be refunded to the Lessee.
3.4 Lessor shall promptly pay any and all real property taxes,
assessments and charges levied against the real property of which the Premises
form a part, but Lessee shall be responsible for the payment of any and all real
property taxes, assessments or charges levied against Lessee's installations, if
any.
3.5 Lessor shall promptly pay any increases in ad valorem taxes, if
any, due solely to the addition of Lessee's installations to the real property,
but Lessee agrees to pay in additional rent upon notification, in writing, by
Lessor of said increased taxes applicable to the Premises, due to the degree
such increase is a result of the addition of Lessee's installations. Lessor
expressly agrees that Lessee has no responsibility to pay more than its pro rata
share of an ad valorem tax increase directly attributable to the addition of
Lessee's installations to the Premises. If requested by Lessee, Lessor shall
provide documentation from appropriate officials reflecting said increased taxes
and Lessee's proportional share. Within thirty (30) days after Lessor gives
such written notice, Lessee shall pay
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to Lessor, in one lump sum payment, Lessee's proportional share of the
additional taxes for that tax year. If Lessor obtains an abatement of any such
tax, Lessee's proportional share of such abatement shall be refunded to Lessee.
3.6 Lessee shall be obligated for additional ad valorem taxes only
for periods within the lease term. Lessee's liability to pay additional ad
valorem taxes as referred to in the foregoing Section 3.5 shall be prorated on
the basis of a 365 day year to account for any fractional portion of a fiscal
tax year included in the lease term at its expiration or termination.
SECTION 4
OPTION TO RENEW; RENEWAL RENT
4.1 Lessor covenants and agrees to renew this Lease for two (2)
additional periods of five (5) years, at the option of Lessee, under the same
terms and conditions continued herein provided Lessee has duly performed the
agreements, terms and conditions herein set forth, and provided that Lessee
shall give to Lessor notice in writing of its election to renew thirty (30) days
before the termination of the initial term of this Lease.
4.2 If prior to the expiration of the initial term of this Lease,
Lessee has not given Lessor notice in writing of its election to renew as
provided herein, then the Lessee shall be deemed to be a Lessee from month to
month only. On each renewal, the rent shall be adjusted in the manner provided
in Section 3.2, except that the numerator shall be the CPI for the year
immediately preceding the renewal date. The monthly rent for any holdover period
shall be one-twelfth of the annual rent currently in effect at the expiration of
the initial term of this Lease, plus One Hundred Dollars ($ 100.00). All other
terms and conditions are to remain the same as specified in this Lease,
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during any holdover period. Upon notification to the Lessor of an intent to
renew, the Lessee will no longer be considered as holding over.
SECTION 5
INSURANCE
5.1 Lessee shall carry, in an approved casualty company, at its own
expense, comprehensive general liability insurance in an amount no less than One
Million Dollars ($1,000,000.00) combined single limit covering personal injury
and property damage for the benefit of both Lessor and Lessee.
5.2 Lessee shall maintain at its expense policies insuring against
loss or damage to the Premises and Lessee's installations by reason of fire or
other casualty.
5.3 All insurance required by this Lease may be provided under
Lessee's blanket policies from time to time in effect.
SECTION 6
REPAIRS, ALTERATIONS AND TITLE TO IMPROVEMENTS
6.1 Lessee may make any alterations, additions and improvements to
Lessee's installations or to the Premises necessary to conduct its business
thereon without Lessor's prior consent. Lessee shall take good care of the
Premises and shall make all necessary repairs to Lessee's installations. Upon
the expiration or other termination of this Lease, Lessee shall surrender the
Premises to Lessor in good condition, ordinary wear and tear, and loss by
casualty or condemnation excepted.
6.2 Lessee's installations will remain, at all times, Lessee's
property and, upon termination of this Lease, Lessee shall have the right but
not the obligation to remove Lessee's installations.
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SECTION 7
WAIVER OF LESSOR'S LIEN
7.1 Lessor hereby waives any and all liens rights it may have, by
statute or otherwise, in and to Lessee's installations or any portion thereof
placed upon the Premises, regardless of whether or not the same is deemed real
or personal property under applicable laws. Provided that, if Lessee is deemed
in default, as that term is defined in Section 10(a) of this Lease, then Lessor
may enforce any and all lien rights it may have, by statute or otherwise, in and
to Lessee's installations.
SECTION 8
LESSOR'S LIABILITY
8.1 Lessor and Lessor's agents and employees shall not be liable
for, and Lessee waives, any and all claims for damages to persons and property
sustained by Lessee or Lessee's agents, employees, assigns, invitees or any
person claiming through said parties resulting from any accident or occurrence
in or upon the Premises and agrees to hold Lessor harmless from any such claim,
action or cause of action including attorney's fees and court costs, except for
the willful/intentional acts of Lessor or Lessor's agents and employees or the
negligence of Lessor or Lessor's agents and employees.
SECTION 9
CONDITIONS PRECEDENT TO VALIDITY OF LEASE
9.1 The enforceability and validity of this Lease is subject to the
fulfillment of each of the following conditions:
(a) Title. Lessee shall receive a favorable title opinion,
reflecting that Lessor has good and marketable title to the
Premises.
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(b) Soil Tests. Lessee shall receive a favorable
engineering report, reflecting that the soil of the
Premises is suitable for Lessee's installations and
intended use.
(c) Consents and Approvals. Lessee shall receive
appropriate approvals, consents or permits for Lessee's
intended use of the Premises from any Federal, State,
County or Local regulatory authority having jurisdiction
over Lessee's proposed use of the Premises.
(d) Environmental Audit. Lessee shall receive a favorable
audit from an environmental consulting firm of Lessee's
choice, reflecting, among other things that the property
is not contaminated with hazardous materials. Hazardous
materials are defined as contaminants, oils, asbestos,
radon, PCB's, hazardous substances or wastes as defined by
Federal, State or Local environmental laws, regulations or
administrative orders or other materials the removal of
which is required or the maintenance of which is
prohibited, regulated or penalized by any Federal, State
or Local Governmental authority. Provided further, if
after Lessee takes possession of the Premises, hazardous
materials are discovered to exist on, about or beneath the
Premises, or migrating to or from the Premises or arising
in any other manner whatsoever, the Lessee may immediately
terminate this Lease and owe no further duties,
obligations or liabilities to the Lessor. Provided
further, Lessee shall be entitled to a refund of all prior
consideration given under this Lease.
9.2 If any of the aforelisted conditions are not met to the
satisfaction of the Lessee, then Lessee may provide notice to the Lessor and
Lessee will have no liability or obligation hereunder.
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SECTION 10
DEFAULT
10.1 If any one or more of the following events (herein sometimes called
"events of default") shall happen:
(a) If default shall be made in the due and punctual payment of any
rent payable under this Lease when and as the same shall become due and payable,
and such default shall continue for a period of fifteen (15) days after written
notice from Lessor to Lessee specifying the items in default; or
(b) If default shall be made by Lessee in the performance or
compliance with any of the agreements, terms, covenants or conditions in this
Lease other than those referred to in the foregoing subparagraph (a) of this
Section 10.1 for a period of thirty (30) days after written notice from Lessor
to Lessee specifying the items in default, or if, in the case of a default of a
covenant which cannot with due diligence be cured within said thirty (30) day
period Lessee fails to commence within said thirty (30) day period to cure such
default and to diligently and continuously proceed therewith and complete such
cure within a reasonable period of time; or
(c) If Lessee shall file a voluntary petition in bankruptcy or shall
be adjudicated a bankrupt or insolvent, or shall file any petition or answer
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
act or any other present or future federal, state or other bankruptcy or
insolvency statute, or shall seek or consent to or acquiesce in the appointment
of any bankruptcy or insolvency trustee, receiver or liquidator of Lessee or of
all or any substantial part of its properties or of the
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Premises, and if such condition shall continue for a period of sixty (60) days
after notice from Lessor specifying the matter involved.
Then and in such event Lessor at any time thereafter may give written
notice to Lessee specifying such event of default or events of default
and stating that this Lease and the term hereby demised shall expire and
terminate on the date specified in such notice, which shall be at least ten (10)
days after the giving of such notice, and upon the date specified in such notice
this Lease and the term hereby demised and all rights of Lessee under this Lease
shall expire and terminate, and Lessee shall remain liable as hereinafter
provided.
10.2 Any such proceeding or action involving bankruptcy, insolvency,
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or any future federal bankruptcy act or any
other present or future applicable federal, state or other statute, above set
forth in Sections 10.1 (c) and (d) hereof, shall be grounds for termination of
this Lease pursuant to the terms of this Section 11, only when such proceeding,
action or remedy shall be taken or brought by or against the then holder of the
leasehold estate under this Lease.
10.3 Upon any such expiration or termination of this Lease, Lessee shall
quit and peacefully surrender the Premises to Lessor, and Lessor, upon or at any
such expiration or termination, may without further notice enter upon and
re-enter the Premises and possess and repossess itself thereof, by force,
summary proceedings, ejectment or otherwise, and may dispossess Lessee and
remove Lessee and all other persons and property from the Premises and may have,
hold and enjoy the Premises and the right to receive all rental income of and
from the same.
10.4 In case of any such termination, re-entry or dispossession by summary
proceedings or otherwise, the rents and all other charges required to be paid up
to the time of such termination,
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re-entry or dispossession shall be paid by Lessee and Lessee shall also pay to
Lessor all reasonable expenses which Lessor may then or thereafter incur for
legal expenses, attorney's fees, brokerage commissions and all other reasonable
costs paid or incurred by Lessor for restoring the Premises to good order and
condition. Lessor may, at any time and from time to time, relet the Premises, in
whole or in part, for any rental then obtainable either in its own name or as
agent of Lessee, for a term or terms which, at Lessor's option, may be for the
remainder of the then current term of this Lease or for any longer or shorter
period.
10.5 If this Lease be terminated as aforesaid, Lessee nevertheless
covenants and agrees notwithstanding any entry or re-entry by Lessor whether by
summary proceedings, termination or otherwise, to pay and be liable for on the
days originally fixed herein for the payment thereof, amounts equal to the
several installments of rent and other charges reserved as they would, under the
terms of this Lease, become due if this Lease had not been terminated or if
Lessor had not entered or re-entered as aforesaid, and whether the Premises be
relet or remain vacant in whole or in part or for a period less than the
remainder of the term, and for the whole thereof, but in the event the Premises
be relet by Lessor, Lessee shall be entitled to a credit (but not in excess of
the rent or other charges reserved under the terms of this Lease) in the net
amount of rent received by Lessor in reletting the Premises after deduction of
all expenses and costs incurred or paid in reletting the Premises and in
collecting the rent in connection therewith.
10.6 Each right and remedy provided for in this Lease shall be
cumulative and shall be in addition to every other right or remedy provided for
in this Lease or now or hereafter existing at law, by statute or otherwise, and
the exercise or beginning of the exercise by Lessor or Lessee of any one or more
of the rights or remedies provided for in this Lease or now or hereafter
existing at law or in equity, by statute or otherwise, shall not preclude the
simultaneous or later exercise by the part in question of any or all other
rights or remedies provided for in this Lease or now or hereafter existing at
law or in
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equity, by statute or otherwise. Provided further, that if an event of default
occurs and is not cured within 30 days, Lessor shall, at its option, be entitled
to the remaining rent for the balance of the current Lease term as if it were at
once due and payable, or the Lessor, at its option, shall be entitled to declare
the Lease null and void.
SECTION 11
DAMAGE AND DESTRUCTION; OBSTRUCTIONS
11.1 In case Lessee's installations are damaged by fire or other
casualty, Lessee shall promptly restore same at its expense, except that if such
damage occurs within two (2) years prior to the expiration of the initial or any
renewal term of this Lease and the estimated cost of restoration exceeds fifty
percent (50%) of the then replacement cost of Lessee's installations, Lessee may
either restore installations or by notice to Lessor, terminate this Lease as of
the date of said damage and in such event Lessee shall have the right but not
the obligation to remove all or part of its installations and rent and other
charges shall be adjusted pro rata as of said date.
SECTION 12
EMINENT DOMAIN
12.1 (a) If the fee of the entire property of which the Premises are
a part, or a portion sufficient in Lessee's determination, to render the
Premises in the sole opinion of the Lessee unsuitable for the use which Lessee
was then making of the Premises, is condemned or appropriated by any apparent
competent authority, then, and in that event, the term of this Lease shall cease
and terminate on the date possession is to be given to the condemning authority.
If the fee of less than
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the entire property is so condemned or appropriated, and if the Premises can
reasonably be used for substantially the same purposes in Lessee's sole
judgment, then this Lease shall continue in full force and effect without
change with respect to the Premises.
(b) In the event of any condemnation or taking as aforesaid, whether
whole or partial, Lessee shall have the right to claim and recover from the
condemning authority or Lessor, such compensation as may be awarded or
recoverable by Lessee in Lessee's own right, for Lessee's loss of good will,
installations, moving expenses, prepaid rent and business dislocation expenses.
Provided, however, that in no event shall the Lessee's recovery from the
condemning authority or the Lessor, reduce the Lessor's net award for the taking
or condemnation to an amount less than that amount which Lessor would have been
awarded if the Premises had been condemned based on the Premises prior use.
(c) A sale of all or part of the Premises to a purchaser with the
power of eminent domain in the face of the exercise of eminent domain power
shall be treated as a taking by condemnation for purposes of this Section.
(d) In the event of any termination of the Lease under this
provision, all rentals shall be prorated to the date of the vacation by Lessee
of the Premises.
12.2 Lessor and Lessee agree to promptly execute any all instruments as
may be required to effectuate the provisions of this Section.
SECTION 13
SURRENDER OF PREMISES
13.1 Lessee shall and will, on the last day of the term hereof, as it may
be extended, or upon any earlier termination of this Lease, or upon re-entry by
Lessor upon the Premises, surrender
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and deliver up the Premises into the possession and use of Lessor free and clear
of all liens and encumbrances other than those, if any, created, permitted or
suffered by Lessor.
SECTION 14
INVALIDITY OF PARTICULAR PROVISIONS
14.1 If any term or provision of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which such term or
provision is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.
SECTION 15
ASSIGNMENT; SUBLET
15.1 Lessee shall have the right, without Lessor's prior written
consent, to assign its rights under this Lease or to sublet the Premises to a
company, partnership or corporation affiliated with or controlled by Lessee or
to their successors, or to the successor(s) to Lessee's certificates, franchises
or licenses issued by the Federal Communications Commission. Provided further
that Lessee shall have the right to sublet space on Lessee's installations to
service providers other than the affiliates of Lessee, their successors, or to
the successor(s) to Lessee's certificates, franchises or licenses issued by the
Federal Communications Commission without Lessor's prior consent. Any other
assignment of Lessee's rights under this Lease or sublease of the Premises shall
require Lessor's prior written consent, which consent shall not be unreasonably
withheld or delayed.
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SECTION 16
NOTICES
16.1 All notices, demands and requests required under this Lease
shall be in writing. All such notices, demands and requests shall be deemed to
have been properly given if sent by United States Registered or Certified Mail,
postage prepaid, addressed to Lessor at:
Xxxxxx/Xxxxxx L.L.C.
c/o Xxxxx X. Xxxxx
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
and to Lessee at:
Montgomery Cablevision and Entertainment, Incorporated
0000 Xxx Xxxxxx
Xxxxxxxxxx, XX 00000
or to such other persons and addresses as Lessor and Lessee may from time to
time designate by written notice addressed to one another. Notices, demands and
requests which shall be serviced by Registered or Certified Mail upon Lessor or
Lessee, in the manner aforesaid, shall be deemed sufficiently served or given
for all purposes hereunder at the time such notice, demand or request shall be
mailed United States Registered or Certified Mail as aforesaid in any Post
Office or Branch Office regularly maintained by the United States Government.
SECTION 17
QUIET ENJOYMENT
17.1 Lessee, upon paying the rent herein provided and observing and
keeping all covenants and conditions of this Lease on its part to be kept, shall
quietly have and enjoy the Premises during the term of this Lease without
hindrance by anyone.
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SECTION 18
EXISTING MORTGAGES
18.1 Lessor hereby certifies that the Premises are not subject to an
existing mortgage. Lessor, upon request by Lessee, shall procure and deliver to
Lessee an Agreement in writing, duly executed by any present and future
mortgagee, which Agreement shall provide that, for so long as Lessee is not in
default in its performance of the terms, conditions and provisions of this
Lease, Lessee's rights hereunder shall not be disturbed by any action or suit on
the debt or debts secured by such mortgages, deeds of trust or other forms or
methods of financing or refinancing, and that any sale at foreclosure will be
subject to this Lease.
SECTION 19
EXISTING LEASES
19.1 Lessor hereby certifies that the Premises are not subject to an
existing lease that will interfere with Lessee's installations or with Lessee's
intended use of the Premises.
SECTION 20
OTHER EXISTING ENCUMBRANCES
20.1 Lessor represents and warrants that to the best of its
knowledge, Lessee's intended use of the Premises as a site for the transmission
and receipt of wireless communication signals; for the construction and
maintenance of towers, antennae or buildings; and related facilities are not
prohibited by any covenants, restrictions, reciprocal easements, servitudes,
subdivision rules or regulations which would prohibit Lessee's intended use of
the Premises. Nor are there any easements, licenses, rights of use or other
encumbrances on the Premises which will interfere with or constructively
prohibit Lessee's intended use of the Premises. Provided that, in the event that
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Lessee determines that there exists an encumbrance on the Premises which will
prohibit Lessee's intended use of said Premises, Lessee may provide notice to
the Lessor and terminate the lease with no liability or obligation hereunder.
SECTION 21
ACCESS EASEMENT
21.1 Lessor hereby represents and warrants to Lessee that Lessee
shall at all times during this Lease enjoy ingress, egress and access to and
from the Property. Lessor will grant an appropriate easement to Lessee, Lessee's
affiliates, assigns, successors and/or sublessees so that Lessee may, at its own
expense, construct a suitable private access drive to the Premises and Lessee's
installations. This easement shall be as shown on the drawing attached to this
Lease. Lessor further agrees not to place nor allow any Third Party to place any
obstruction, either permanent or temporary, on the premises that would interfere
with Lessee's installations, or to otherwise use such access in an manner that
interferes with Lessee's use of the Premises. If said obstruction or
interference impairs Lessee's rights under this Lease, rent shall xxxxx until
the Premises are restored.
SECTION 22
ENVIRONMENTAL INDEMNITIES
22.1 (a) Lessor, its heirs, grantees, successors, and assigns shall
indemnify, defend, reimburse and hold harmless Lessee from and against any and
all environmental damages arising from the presence of Hazardous Materials upon,
about or beneath the Premises or migrating to or from the Premises or arising in
any manner whatsoever out of the violation of any environmental requirements
pertaining to the Premises and any activities thereon, which conditions
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exist or existed prior to or at the time of the execration of this Lease or
which may occur at any time in the future.
(b) Notwithstanding the obligation of Lessor to indemnify Lessee
pursuant to this Agreement, Lessor shall, upon demand of Lessee, and at Lessor's
sole cost and expense, promptly take all actions to remediate the Premises which
are required by any federal, state or local governmental agency or political
subdivision or which are reasonably necessary to mitigate environmental damages
pertaining to the Premises.
(c) Lessee, its heirs, grantees, successors, and assigns shall
indemnify, defend, reimburse and hold harmless Lessor from and against any and
all environmental damages arising from the presence of Hazardous Materials upon,
about or beneath the Premises or migrating to or from the Premises or arising in
any manner whatsoever out of the violation of any environmental requirements
pertaining to the Premises and any activities thereon, which conditions exist or
existed by reason of actions of the Lessee, its agents or employees.
(d) Notwithstanding the obligation of Lessee to indemnify Lessor
pursuant to this Agreement, Lessee shall, upon demand of Lessor, and at Lessee's
sole cost and expense, promptly take all actions to remediate the Premises which
are required by any federal, state or local governmental agency or political
subdivision or which are reasonably necessary to mitigate environmental damages
pertaining to the Premises caused by Lessee, its agents or employees.
SECTION 23
MISCELLANEOUS PROVISIONS
23.1 Captions. The captions of this Lease are for convenience and
reference and in no way define, limit or describe the scope or intent of this
Lease, nor in any way affect this Lease.
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23.2 Alabama Laws to Govern Construction and Enforcement. This Lease
shall be construed and enforced in accordance with the laws of the State of
Alabama.
23.3 Entire Agreement. Upon the execution and delivery hereof, this
Lease shall constitute the entire Agreement between Lessor and Lessee for the
Premises. This Lease cannot be changed orally, but only by an Agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
23.4 Successors and Assigns. The covenants and agreements herein
contained shall run with the Premises described on Schedule A and shall bind and
inure to the benefit of Lessor and Lessee, their respective successors and
assigns, except as otherwise provided herein.
23.5 Certificates.
(a) Lessee agrees at any time and from time to time, upon not
less than twenty (20) days' prior notice by Lessor, to execute, acknowledge and
deliver to Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and eject as modified and stating the
modifications), the commencement date, and the dates to which the rent has been
paid in advance, if any, and stating whether or not to the best of the knowledge
of tile signer of such certificate Lessor is in default in performance of any
covenant, Agreement or condition contained in this Lease and, if so, specifying
each such default of which the signer may have knowledge, it being intended that
any such statement delivered pursuant to this Section may be relied upon by any
prospective purchaser of the fee or of the building of which the Premises are a
part or of Lessor's interest in this Lease.
(b) Lessor agrees at any time and from time to time, upon not
less than twenty (20) days' prior notice by Lessee, to execute, acknowledge and
deliver to Lessee a statement in
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writing certifying that this Lease is unmodified and in full force and effect
(or if there shall have been modifications, that the same is in full force and
effect as modified and stating the modifications), the commencement date, and
the dates to which the rent has been paid and stating whether or not to the best
knowledge of the signer of such certificate Lessee is in default in performance
of any covenant, Agreement or condition contained in this Lease and, if so,
specifying each such default of which the signer may have knowledge, it being
intended that any such statement delivered pursuant to this Section may be
relied upon by any prospective assignee or sublessee of Lessee's interest in
this Lease, or any Lessee or sublessee of Lessee.
23.6 Litigation Expenses. The substantially prevailing party in any
litigation arising hereunder shall be entitled to its reasonable attorney's fees
and court costs, including appeals, if any.
23.7 Broker Fees. If either party is represented by a real estate
broker or any other like agent in this transaction, that party shall be fully
responsible for any fees due such broker and shall hold the other party harmless
from any claims for commission by such broker or like agent.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be
signed and sealed as of the day and year first above written.
LESSOR: XXXXXX / XXXXXX, L.L.C.
----------------------------------
By: /s/ [ILLEGIBLE SIGNATURE]
-------------------------------------
Its: Manager
-------------------------------------
LESSEE: XXXXXXXXXX CABLEVISION AND
ENTERTAINED INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Its: CFO
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00
XXXXX XX XXXXXXX
XXXXXX XX Xxxxx
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Xx this 20th day of August, 1996, before me personally came Xxxxx X.
Xxxxxxxx. Jr., to me known, who being by me duly sworn, did depose and say that
he is Xxxxx X. Xxxxxxxx. Jr., the Chief Financial Officer of Xxxxxxxxxx
Cablevision and Entertainment, Incorporated, and that he signed his name to the
above instrument on behalf of Xxxxxxxxxx Cablevision, Inc.
/s/ Xxxxxx X. Xxxxxxx
------------------------------------------------
(Seal) NOTARY PUBLIC
My Commission Expires: Notary Public, Xxxxx County,
Georgia
My Commission Expires March 23, 1998.
21
Schedule "A"
[A map of the leased premises appears here]
