EXHIBIT 10.1
LEASE
THIS LEASE made and entered into this 15th day of February, 2006, by
and between Xxxxxxxx Properties, LLC, hereinafter called Landlord, and Perma-Fix
Environmental Services Inc. hereinafter called Tenant.
WITNESSETH:
Premises 1. Landlord, for and in consideration of the rents, covenants
and agreements hereinafter mentioned and hereby agreed to be
paid, kept and performed by Tenant, does hereby lease with
covenant for quiet enjoyment to Tenant, and Tenant, hereby
hires from the Landlord, the following described premises
(hereinafter called the "leased premises"), located in the
City of Ellisville, in the County of St. Louis, State of
Missouri, and more particularly described as follows:
10,500 sq. ft. of office/ warehouse space known and numbered
as 00000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx, Xxxxxxxxxx Xxxxxxxx
Use of Premises 2. The leased premises may be used and occupied by Tenant
during the term hereof, subject to the conditions herein
contained, for general office, warehousing or light
manufacturing purposes. In no event shall the premises be
used for any purpose contrary to law, zoning regulations, or
recorded restrictions, if any.
Improvements to Tenant shall immediately provide to Landlord preliminary
Property 3. plans for additional leasehold improvements required in the
space. Landlord agrees that after execution of this lease,
Landlord shall at its expense prepare and submit to Tenant,
plans and specifications for final improvements. Landlords
cost for said improvements shall not exceed One Hundred
Thousand Dollars ($100,000.00) Tenant agrees that approval
for such final plans and specifications will be acted upon
in 10 days from the date they are received from Landlord.
Approval by Tenant shall not be unreasonably withheld. If
such final plans and specifications are not approved by
Tenant within such time period, then Landlord may, at its
election, terminate this lease. When finally approved and
initialed by both parties, such final plans and
specifications shall be attached hereto and shall become a
part of this lease as if originally incorporated herein.
Landlord shall provide for a minimum of 1600 cubic feet of
mutually agreeable weather resistant, secure equipment
storage space on the property for the term of the lease.
Tenant shall have the right to use said storage space
exclusively for the duration of the lease Tenant's entry
into possession of the leased premises shall be deemed its
acceptance of the premises in good order, condition and
repair.
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Term 4. The term of this lease shall be for five (5) years,
commencing on the Ist day of June, 2006, and ending on the
31st day of May, 2011, both dates inclusive. If the leased
premises are not available or ready for occupancy at such
commencement date, and such unavailability or unreadiness is
not occasioned or caused by Tenant, (such as Tenant's
failure promptly to approve plans, make material or color
selections, make improvements to the leased premises which
are to be made by Tenant or make other decisions necessary
to the preparation of the leased premises for occupancy),
then the commencement date shall be the first day of the
month succeeding the month in which the lease premises are
available and ready for occupancy, as evidenced by written
notice given by Landlord to Tenant, and the termination date
should be extended accordingly. After the commencement and
termination dates have been determined as aforesaid, and
upon the demand of either the Landlord or the Tenant, the
parties hereto will execute a written declaration expressing
the specific commencement and termination dates. If by
mutual consent of the parties Tenant takes possession of the
leased premises prior to the commencement date, then during
such pre-term occupancy shall not affect the lease term as
herein otherwise established. If by mutual consent of
parties Tenant shall remain in possession of the leased
premises after the expiration of the term of this lease,
such possession shall be as a month to month tenancy during
which time the rent shall be payable at the same rate as
that in effect during the last month of the term, and the
provisions of this lease shall be applicable.
Rent 5. Tenant shall without deduction, abatement or set-off of any
nature whatsoever, pay to Landlord as fixed rent for the
lease premises the sum of One Hundred Twenty, One Thousand
Two Hundred Seventy Five and 00/100 Dollars ($121,275.00)
per annum, payable in monthly installments of Ten Thousand,
One Hundred and Six and 25/100 Dollars ($10,106.25) each, in
advance without demand, on the first day of each and every
month during the term of this lease. Rent may be paid up to
the 15th of the month without any penalties.
Upon execution of this Lease by both parties, and
prior to Tenants occupancy, Tenant shall deposit with
Landlord on demand the first month's rent of $10,106.25 and
a security deposit of $5000.00. Upon termination of this
lease, the security deposit shall be returned to the Tenant
if the leased premises are turned over to Landlord in the
same condition as at the commencement of this lease,
ordinary wear and tear excepted and no adjustment payments
are due. If any repairs are required due to Tenants abuse or
neglect, Tenant shall be responsible for the cost of the
repairs or replacement. Landlord shall use the security
deposit for full or partial payment of any repair or
replacement costs which are a result of Tenant's abuse or
neglect and charge the Tenant for any cost over and above
the amount of the security deposit. If costs and adjustments
chargeable against the security deposit are less than the
amount of the security deposit, the portion of the security
deposit in excess of such charges shall be returned to
Tenant.
Taxes 6. The Tenant shall pay to the Landlord, as additional rent,
the proportionate part of any increases in real estate taxes
or assessments, or service charges levied or assessed, or
the fire and extended coverage insurance premium on the land
and building of which the leased premises are a part over
and above the amount thereof assessed for the calendar year
during which the term of this lease commences. Such
additional rent shall be payable by Tenant upon presentation
to Tenant of copies of paid statements for the
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year for which payment is demanded and copies of the paid
statement for the base year as above determined. The
proportion of such increase payable by Tenant shall be based
on the ratio which the number of square feet of gross area
occupied by the Tenant in the building bears to the total
number of square feet of gross area in the entire building.
The Tenant shall also pay to the Landlord, as
additional rent, the proportionate part of any increase in
costs of the Casualty and Comprehensive Liability Insurance
which are over and above the amount thereof incurred for the
calendar year during which the term of this lease commences.
Assignment and Tenant shall not assign this lease nor sublet all or any
Subleting 7. part of the leased premises without the prior written
consent of Landlord, which consent shall not be unreasonably
withheld. Landlord's consent to one assignment or subletting
shall not be deemed a consent to any other or further
assignment thereunder and no acceptance by Landlord of any
rent or any other sum of money from any assignee or
sublessee shall release Tenant from any of its obligations
under this lease: and in any event Tenant shall remain
primarily liable on this lease for the entire term hereof
and shall in no wise be released from the full and complete
performance of all terms and conditions, covenants and
agreements herein contained.
In the event that Tenant shall sublet the leased
premises for a rental in excess of fixed rent due hereunder
from Tenant to Landlord, then notwithstanding any other
provision contained In this Lease to the contrary, the fixed
rent provided for in paragraph 5 of this Lease shall
automatically be increased during the term of such sub-lease
to a sum equal to the amount of rent payable under such
sub-lease. In the event that Tenant shall receive any
valuable consideration for an assignment of the Tenant's
interest in this lease, then, notwithstanding any other
provision contained in this lease to the contrary, Tenant
shall pay to Landlord as additional rent hereunder the
amount for consideration thereby received.
Parking 8. Tenant shall during the lease term have the right to use
parking spaces on the parking lot adjacent to the leased
premises, for itself, its employees and its invitees on a
non-exclusive and unassigned basis.
Repairs and Landlord shall at its cost keep in good repair the
Maintenance 9. foundation, exterior walls, roofs, gutters and downspouts
forming a part of the leased premises. Any repairs to any
such portions of the leased premises or other areas made
necessary by the negligence of Tenant its officers, agents,
employees, or invitees, shall be made by Tenant at Tenants
cost.
Landlord shall provide for maintenance and repair of
the mechanical systems, common area lighting, landscaped
areas, parking lot and drives, including snow removal, clean
up and exterior trash removal. This shall include
maintaining the lawn and shrubbery adjacent to the lease
premises, including watering, cutting the grass and
replacing of any dead trees, bushes or other ornamental
plantings.
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Tenant shall, at its own cost and expense, keep all
other parts of the leased premises in good repair
(including, but not limited to the plumbing system,
electrical system, sprinkler system, exterior doors and
interior doors and partitions) and shall keep the leased
premises and area adjacent thereto in good order to the
standards of a first class office and warehousing building,
including, but in no way, limited to:
(a) Keeping and maintaining the sidewalks,
common areas, parking lot and drives adjoining the leased
premises in a clean condition, including sweeping and the
removal of trash there from.
(b) Maintaining and keeping in existence at
all times dock bumpers if applicable in good condition, so
as to protect the leased premises.
(c) Maintaining and replacing all glass, plate
glass, and skylights in the leased premises.
(d) Throughout the term of this lease, and any
options, Tenant shall carry a full service HVAC maintenance
contract. Said service contract, as paid by the tenant,
shall not exceed $6,350 per year, subject to inflationary
increases as described in this document.
In the event that Tenant shall be in default under
this Paragraph 9, the Landlord may cure such default on
behalf of the Tenant, in which event, Tenant on demand,
shall reimburse Landlord for all sums paid to effect such
cure, plus 33-1/3% thereof, to cover Landlord's overhead
expenses and plus reasonable attorney's fees. In order to
collect such reimbursement the Landlord shall have all the
remedies available under this lease for a default in the
payment of rent.
Alterations 10. No alteration, addition or improvement to the leased
premises shall be made by the Tenant without the written
consent of the Landlord. Any alteration, addition or
improvement made by the Tenant after such consent shall have
been given, and any fixtures installed as part thereof,
shall at Landlord's option, become the property of Landlord
upon the expiration or sooner termination of this lease:
provided, however, that the Landlord shall have the right to
require the Tenant to remove such fixtures at the Tenants
cost upon such termination of this lease.
Waste 11. The Tenant covenants not to do or suffer any waste to the
leased premises.
Mechanic's Tenant shall not permit mechanic's lien to be filed against
Liens 12. the fee of the leased premises which were a result of work
commissioned by Tenant, or against the Tenants leasehold
interest in the premises by reason of work, labor, services
or materials supplied or claimed to have been supplied to
the Tenant or anyone holding the leased premises through or
under the Tenant, whether prior or subsequent to the
commencement of the term thereof. If any mechanic's lien
shall at any time be filed against the leased premises and
Tenant shall fail to remove same within thirty (30) days
thereafter, it shall constitute a default under the
provisions of this lease.
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Restrictions on The Tenant shall not allow, permit or suffer any noise,
Use 13. smoke or odor to escape from the leased premises in a manner
which will disturb other occupants of the building, or
occupy the leased premises in such manner as to disturb the
peaceful and quiet occupancy of the other tenants of the
building or constitutes public or private nuisance. No sign,
fixture, advertisement or notice shall be displayed,
inscribed, painted or affixed by Tenant on any part of the
outside of the leased premises or on the parking lot or on
any part of the Landlord's property, adjacent to the leased
premises without the prior written consent of the Landlord.
At the expiration of the lease term, Tenant shall remove all
such signs or advertisement matter at its cost and shall
repair any damage resulting from such removal. Nor shall
Tenant allow or permit any goods, materials, or equipment to
be stored outside of the buildings without the prior written
consent of the Landlord.
Utilities 14. Tenant shall pay for all gas, electricity, common area
lighting, water, heat air conditioning, sewer and telephone
service and all other utilities used in and upon the leased
premises. The costs of any utilities that cannot be metered
separately will be allocated to Tenant on a pro-rata basis.
Access 15. Landlord, and its duly authorized agents, employees and
contractors, shall have access to the leased premises at all
reasonable times for the purpose of inspecting the same and
making necessary repairs or replacements as called for
hereunder.
Insurance 16. If Landlord's cost of insurance for the leased premises
shall be increased by reason of the occupancy and use of the
premises by Tenant or any other person holding under the
Tenant, all such increases over the existing rate prior to
such use shall be paid by Tenant to Landlord, on demand.
Liability Tenant agrees to maintain at its expense at all times during
Insurance 17. the lease term full public liability and contractual
liability insurance properly protecting and indemnifying
Landlord and naming Landlord as additional insured in an
amount not less than $1,000,000. per person and $1,000,000.
per accident for Injuries or damages to persons, and not
less than $1,000,000. damage or destruction of property,
written by insurers licensed to do business in the State of
Missouri. Tenant shall deliver to Landlord certificates of
such insurance, which shall declare that the respective
insurer may not cancel the same in whole or in part without
giving Landlord written notice of its intention to do so at
least ten (10) days in advance.
Prior to the commencement of this lease, Landlord
shall provide Tenant with proof of property and casualty
insurance on the property. Should Landlord cancel said
insurance during the term of this lease, Landlord shall give
tenant 30 days prior written notice.
Liability 18. Landlord shall not be liable for any failure of water
supply, gas or electric current: not for any injury or
damage to person or property caused by gasoline, oil, steam,
gas, electricity, hurricane, tornado, earthquake, flood,
wind or similar storms and disturbances: nor water, rain or
snow which may leak or flow from the street, sewer, gas
mains or any subsurface area from any part of the building
or improvements on the
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leased premises: nor for any personal injury to Tenant, its
officers, agents, employees and invitees, nor any other
occupant of any part of the leased premises, nor for any
damages to any property of the Tenant or of any other
occupant of any part of the leased premises, Irrespective of
how much such injury or damage may be caused, whether from
action of the elements or acts by occupants of adjacent
properties, but this section does not apply to any acts of
negligence of Landlord.
Tenant shall indemnify and hold Landlord harmless from any
loss, damages and expenses incident thereto arising out of
liability to any person on account of loss of or damage to
property or injury to persons resulting from the use and
occupancy of the leased premises or the parking lot,
sidewalks, drives, or common area by Tenant.
Limitation of Anything contained in this Lease to the contrary
Liability 19. notwithstanding, Tenant agrees that Tenant shall look solely
to the estate and property of Landlord in the land and
Buildings of which the Leased Premises forms a part, in the
event of any default or breach by Landlord with respect to
any of the terms and provisions of this Lease.
Damage or The destruction of the building and improvements on the
Destruction 20. leased premises by fire or other casualty or such material
Injury thereto so as to render the premises In question
untenable for one hundred twenty (120) days shall produce
and work a termination of this lease. Provided, however,
that if such destruction of or damage to the premises shall
be due to the act or negligence of Tenant, its officers,
agents, or employees, the Landlord shall have the option to
produce and work a termination of this lease or to restore
the premises to substantially the same condition in which
they existed prior to such destruction or damage.
If the Landlord and Tenant cannot agree as to whether
said building and improvements are unquestionably untenable
for one hundred twenty (120) days, the fact shall be
determined by arbitration; the Landlord and Tenant shall
each choose an arbitrator within five (5) days after either
has notified the other in writing of such damage. The two
arbitrators so chosen, before entering on the discharge of
their duties, shall elect a third, and the decision of any
two of such arbitrators shall be conclusive and binding upon
both parties hereto. If it is determined by arbitration, or
agreement between the Landlord and Tenant, that said
premises are not unquestionably untenable for one hundred
twenty (120) days, then Landlord shall restore said premises
to substantially the same condition in which they existed
prior to such damage, at Landlord's own expense, with all
reasonable speed and promptness, and in such case a just and
proportionate part of said rental shall be abated until said
premises have been restored. In determining what constitutes
reasonable speed and promptness, considerations shall be
given to delays caused by strikes, adjustment of insurance,
and other causes beyond the Landlord's control.
In no event shall the Landlord be required to restore
any alteration, additions or Improvements made by or for the
Tenant and not required by this Lease to be furnished by
Landlord, nor any trade fixtures, furniture, equipment or
other property belonging to Tenant.
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Condemnation 21. (a) If the whole of the leased premises shall be
taken for any public or any quasi-public use under any
statute or by right of eminent domain, or by purchase under
threat of condemnation, then this lease shall automatically
terminate as of the date that title shall be taken. If any
part of the leased premises shall be so taken as to render
the remainder thereof unusable for the purposes for which
the leased premises were leased, then the Landlord and
Tenant shall each have the right to terminate this lease on
thirty (30) days notice to the other given within ninety
(90) days after the date of such taking. In the event that
this lease shall terminate or be terminated, the rental,
shall, be adjusted to cease on the date of such termination.
(b) If any part of the leased premises shall be
so taken and this lease shall not terminate or be terminated
under the provisions of subparagraph (a) above, then the
rental shall be equitably apportioned according to the space
so taken, and the Landlord shall, at its own cost and
expense, restore the remaining portion of the leased
premises to the extent necessary to render them reasonably
suitable for the purposes for which they were leased, and
shall make all repairs to the building in which the leased
premises are located to the extent necessary to constitute
the building a complete architectural unit.
(c) All compensation awarded or paid upon such a
total or partial taking of the leased premises shall belong
to and be the property of the Landlord without any
participation by the Tenant: provided, however, that nothing
contained herein shall be construed to preclude the Tenant
from prosecuting any claim directly against the condemning
authority in such condemnation proceeding for loss of
business, depreciation to, damage to, or cost of removal of,
or for the value of stock, trade fixtures, furniture, and
other personal property belonging to the Tenant provided,
however, that no such claim shall diminish or otherwise
adversely affect the Landlord's award.
Default 22. The following events shall be deemed to be events of default
by Tenant under this lease: (i) if Tenant shall fail to pay
any fixed or additional rent hereby reserved when due (ii)
if Tenant shall fail to comply with any term or provision,
or covenant of this lease, other than the payment of rent
(iii) if Tenant shall become insolvent, or shall make a
transfer In fraud of its creditors, or shall make an
assignment for the benefit of its creditors (iv) if Tenant
shall file a petition under any section or chapter of the
National Bankruptcy Act, as amended, or under any similar
law or statute of the United States or any state thereof, or
Tenant shall be adjudicated bankrupt or Insolvent in
proceedings filed against Tenant thereunder (v) if a
receiver or trustee shall be appointed for substantially all
of the assets of Tenant, or (vi) if Tenant shall desert or
vacate any substantial portion of the leased premises. In
all cases above Tenant shall have ten (10) days to cure such
failure or default following written notice from Landlord.
Upon the occurrence of any such event of default,
Landlord shall have the option to pursue any one or more of
the following remedies (as well as any other remedies
provided by Law) without any notice or demand whatsoever.
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(a) Terminate Tenants right to possession of the leased
premises (without terminating this lease or Tenants
obligations hereunder) and enter upon and take
possession of the leased premises by summary
proceedings, force or in any other manner, and
dispossess, expel, and remove the Tenant or any other
person who may be occupying the leased premises or
any part thereof (including changing or altering the
locks or other security devices) and remove and expel
any personal property of trade fixtures located
therein, all without being liable to any prosecution
therefore or for any damages resulting therefore. In
such event Landlord shall also have the option to
declare immediately due and payable and to
immediately recover from the Tenant the entire amount
of rent then remaining to be paid under this lease
for the balance of the lease term. In the event of
such re-entry by Landlord, Landlord shall also have
the option to allow the leased premises to remain
vacant or relet same for the account of Tenant (in
the name of Landlord or in the name of Tenant) at any
rent and for any term readily obtainable and receive
the rent therefore, in which event all rents that may
arise by reason of such relettlng (after first
deducting all repossession costs, brokerage
commission, legal expenses, attorney's fees and all
other expenses in cleaning, altering premises for
reletting) shall be paid over to Tenant or credited
to Tenant's account.
(b) Forfeit and terminate this lease and Tenant's right
to possession of the leased premises. In the event of
such termination Tenant shall immediately surrender
the leased premises to Landlord and if Tenant fails
to do so, Landlord may enter upon and take possession
of the leased premises and expel or remove tenant and
any other person who may be occupying said premises
or any part thereof, and any personal property or
trade fixtures located therein. In the event of a
forfeiture of the lease as herein provided, Tenant
agrees that the security deposit being held by
Landlord hereunder shall be forfeited to Landlord as
liquidated damages for Tenant's default, which
liquidated damages shall be in addition to and not in
lieu of any unpaid rent or any other damages accruing
to Landlord by reason of the violation by Tenant of
any of the terms, provisions and covenants of this
lease.
Pursuit by Landlord of any of the foregoing remedies
or any other remedy provided by law shall not constitute a
forfeiture or waiver of any rent due to Landlord hereunder
or of any damages accruing to Landlord by reason of the
violation by Tenant of any of the terms, provisions and
covenants of this lease. In no event shall Tenant be
relieved from its obligation to pay the rentals specified in
this lease by reason of a surrender of possession,
termination of this lease or in any other manner whatsoever,
unless specifically agreed to in writing by Landlord.
No waiver by Landlord of any violation or breach of any of
the terms, provisions and covenants of this lease shall be
deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions and
covenants herein contained. Forbearance by Landlord 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 such default.
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If Landlord incurs any expenses, including court
costs and attorney's fees, as a result of a default by
Tenant under this lease, then such expenses shall be
reimbursed by Tenant as additional rent, whether or not such
default is subsequently cured.
Tenants delinquent payments shall bear interest at
the rate of 18% per annum from the date of delinquency until
paid.
Compliance Code Compliance Tenant shall, at its sole cost and expense,
With Laws 23. comply or cause the Premises to comply with all applicable
laws, rules, regulations, requirements and ordinances now in
force or which may hereafter be in force (hereinafter
collectively referred to as "Laws"),including, without
limitation, The Americans With Disabilities Act, (the
"ADA"), which have been or which may be enacted or imposed
by any governmental unit concerning the Premises or Tenant's
use of the Premises, provided, however, Tenant shall not be
obligated or required to comply with any such laws that
require alterations, maintenance or restoration of the
Premises, unless the alteration, maintenance or restoration,
Is required as a result of (i) the manner of conduct of
Tenant's business or operation of Tenant's equipment or
other property therein, or (ii) any cause or condition
created by Tenant, or (iii) the breath of any of Tenant's
obligations or duties hereunder, or (iv) any alteration,
maintenance or restoration required by the ADA to be made to
the interior of the Premises, or (v) any alterations
required to the Building or common areas serving the
Building which the ADA may require Tenant to make as an
employer in order to make reasonable accommodations with
respect to those employees of Tenant which may be disabled.
Environmental Covenants Tenant shall not use, store,
manufacture dispose of or discharge any pollutants,
contaminates, or harmful or hazardous substances from or on
the Premises or otherwise occupy or permit the Premises to
be occupied or used in a manner which (i) violates any law,
regulation, rule or other governmental requirement, (ii)
impairs the health, safety or condition or any person or
property or (iii) adversely affects the use, enjoyment or
value of the Premises or the surrounding property. This
covenant excludes the storage of small quantity samples
being held prior to transfer to laboratories for analysis.
Tenant shall promptly notify Landlord of the breach, or the
potential or threatened breach, of any of the provisions of
this paragraph. Tenant shall indemnify and hold Landlord and
its officers, shareholders, partners, employees, aid agents,
harmless from any loss, claim, liability or expense
(including, without limitation, attorneys' fees, court
costs, consultant fees, expert fees, penalties, fines,
removal, clean-up, transportation, disposal and restoration
expenses) arising in connection with Tenant's failure to
comply with the provisions of this paragraph. A breach of
the provisions of this paragraph shall be a material default
enabling Landlord to exercise any of the remedies set forth
in this Lease. Tenant's obligation hereunder shall survive
the termination of this Lease.
Surrender and At the expiration of the lease term, Tenant shall surrender
Definitions 24. the leased premises in as good condition as they were in at
the beginning of the term, reasonable use and wear and
damage by the elements excepted.
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Notwithstanding any provisions of law or any judicial
decision to the contrary, no notice shall be required to
terminate the term of this lease as herein provided, and the
term of this lease shall expire on the termination date
herein mentioned without notice being required from either
party. In the event that Tenant or any party holding under
Tenant shall remain in possession of the leased premises
beyond the expiration of the term of this lease, whether by
limitation or forfeiture, such party shall pay double rent
hereunder during such hold-over period
Notices 25. Any notice required to be given by either party to the other
party under the terms of this tease shall be served upon it
or mailed by United States Certified Mail to said party as
follows:
To Landlord: Xxx. Xxxxx Xxxxxxxxx
Managing Partner
Xxxxxxxx Properties LLC
00000 Xxxxxxxxx Xx.
Xxxxxxx, Xx. 00000
To Tenant: Xx. Xxxxxxx Xxxxxx, CFO
Perma-Fix Environmental Services Inc.
0000 X.X. 00xx Xx
Xxxxxxxxxxx, XX 00000
Headings and (a) It is agreed that the headings and phrases
Terminations 26. as to the contents of particular paragraphs of this lease
are inserted only as a matter of convenience and for
reference, and in no way are intended to be a part of this
lease, or in any way to define, limit or describe the scope
or intent of the particular paragraph to which they refer.
(b) Where in this instrument pronouns or words
indicating the singular number, appear, such words, shall be
considered as masculine, feminine or neuter pronouns or
words Indicating the plural number, and vice versa, where
the context indicates the propriety of such use.
Modification 27. Landlord and Tenant agree that this lease contains the
entire agreement between them and shall not be modified in
any manner except by an instrument in writing signed by each
of them.
Benefit 28. This lease shall inure to the benefit of and be binding upon
the Landlord and Tenant and their respective heirs,
executors, administrators, successors and assigns, as the
case may be.
Subordination 29. Tenant agrees that upon request of Landlord and delivery to
it by any mortgagee of the leased premises of a
"Non-Disturbance Letter" as same is defined below, that this
Lease and Tenant's interest in this Lease will be
subordinated to any mortgage, deed of trust or other method
of financing or refinancing now or hereafter encumbering the
leased premises, the lands underlying the leased premises
and/or the
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buildings of which leased premises comprise a part; and to
all renewals, modifications, replacements, consolidations
and extensions thereof. Tenant further agrees that in such
event it will execute and deliver any and all documents
necessary to evidence the subordination of its rights under
the lease and aforesaid. The "Non-Disturbance Letter"
referred to above shall be a letter from the holder of any
such mortgage, deed of trust or other security instrument to
the effect that in the event of a foreclosure or other
action taken under any such security instrument this lease
and the rights of Tenant hereunder will not be disturbed,
diminished or interfered with by such security holder, but
will continue in full force and effect so long as Tenant
shall not be in default hereunder.
In any event, If any such mortgage, deed of trust or
other security interest encumbering the leased premises is
foreclosed for any reason, and the holder of such mortgage,
deed of trust or other security instrument succeeds to the
interest of Landlord under this Lease, Tenant shall be bound
to such mortgage, deed of trust or security holder under all
of the terms of this lease for the balance of the term
thereof remaining, with the same force and effect as if said
mortgagee were the Landlord under this lease; and Tenant
hereby attorns to the mortgage as its Landlord, such
attornment to be effective and self-operative without the
execution of any further instrument on the part of either
parties hereto, immediately upon the mortgage succeeding to
the interest of Landlord under this lease.
Authority 30. Each individual executing this document on behalf of a
corporation, partnership, trust or estate represents and
warrants that he has full power and authority to bind said
entity to the terms and conditions hereof.
Successors 31. The provisions, covenants and conditions of this lease shall
bind and inure to the benefit of the legal representatives,
successors, and assigns of each of the parties, except that
no assignment or subletting by Tenant without the written
consent of Landlord shall vest any right in the assignee or
sublessee of Tenant
Renewal Option 32. Tenant is hereby granted an option to extend the term of
this lease for a further period of 5 years from the date of
expiration of the original term hereof, provided this lease
shall, at the expiration of the original term, be in full
force and effect and the Tenant shall have fully performed
all of its terms and conditions. Such option shall be
exercised by written notice to Landlord, not less than six
(3) months prior to the expiration of the original term of
this lease. The extended term of this lease shall be on the
same terms and conditions as provided in this lease, except
that the annual fixed rent hereunder shall be increased by
the following amounts:
(a) That, the amount which equals the percentage of
increase, if any, in the last Consumer Price Index of
the U.S. Bureau of Labor Statistics (All items Index
for the United States) issued immediately prior to
the beginning of the renewal term hereunder over the
last such Index published immediately prior to the
commencement of the original lease term.
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IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands the day and year first above mentioned.
By: Xxxxx Xxxxxxxxx
-------------------------------------
Landlord (Name)
/s/ Xxxxx Xxxxxxxxx
-------------------------------------
Signature
Managing Partner 2/20/06
-------------------------------------
Title Date
By: Xxxxxxx X. Xxxxxx
-------------------------------------
Tenant (Name)
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Signature
V.P. Chief Financial Officer 02/16/06
--------------------------- -------------------------------------
Notary Title Date
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