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EXHIBIT 10.10
AMENDED & RESTATED
LEASE
This Lease ("Lease") is made between NORTHERN AUTOMOTIVE
CORPORATION, an Arizona Corporation, whose address is 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxx, XX 00000 ("Tenant"), and Missouri Falls Associates Limited
Partnership, an Arizona Limited Partnership, whose address is 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxx, XX 00000, ("Landlord"), on this 23rd day of October, 1989.
WHEREAS, on March 14, 1987, the parties entered into a lease
agreement for certain office space located at 000 Xxxx Xxxxxxxx Xxxxxx in
Phoenix, Arizona, which lease was amended by that certain lease Amendment I
executed October 29, 1987 and that certain Amendment II executed October 28,
1987 ("Original Lease").
WHEREAS, the parties desire to make certain modifications to the
Original Lease as amended, and as so modified, to restate the Original Lease in
its entirety;
NOW, THEREFORE, the Original Lease is hereby amended and restated in
its entirety, effective August 01, 1989, as follows:
1. TERMS AND CONDITIONS:
A. "LEASED PREMISES" shall mean on EXHIBIT A attached
hereto and made a part thereof. The Leased Premises shall
contain no less than 89,718 square feet, and shall include
the third and fourth floors.
B. "BUILDING" shall mean the office building located at 000
X. Xxxxxxxx Xxx., Xxxxxxx, Xxxxxxx and the real property
on which it is located, as described in EXHIBIT B hereto
and made a part hereof.
C. "LEASE COMMENCEMENT DATE" shall mean: 08/01/89.
D. "LEASE TERM" shall mean the period beginning on the Lease
Commencement Date and ending eight years thereafter. Any
reference in this Lease to Lease term or the words
"DURING THE TERM" or "THE TERM" shall all be deemed to
include any extension thereof authorized under this
lease.
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E. "BASE RENT" shall mean the following for the period
indicated:
ANNUAL BASE RENT
MONTHLY PER SQ. FT. OF TENANT'S
PERIOD BASE RENT TOTAL SQUARE FOOTAGE
08/01/89 to 12/31/89 $ 76,931.20 $13.08
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01/01/90 to 12/31/90 90,424.00 15.36
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01/01/91 to 07/31/92 114,085.85 15.24
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08/01/92 to 07/31/95 131,411.08 17.52
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08/01/95 to 07/31/99 141,679.68 18.96
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Tenant currently occupies 70,669 square feet of the
leased premises. Tenant may occupy all or part of the
additional 19,049 square feet (The "Additional Expansion
Space") prior to 01/01/91. If Tenant occupies any or all
of the Additional Expansion Space prior to 01/01/91,
Tenant shall be obligated to begin paying both Base Rent
and its Pro Rata Share of Building Operating Costs upon
occupancy at the rates provided herein for the space
currently occupied.
F. "TENANT'S TOTAL SQUARE FOOTAGE" shall mean approximately
89,718 rentable square feet which is calculated by adding
together the hatched area shown on EXHIBIT A and Tenant's
share of the "COMMON AREAS OF THE BUILDING"; "TOTAL
BUILDING SQUARE FOOTAGE" shall mean 187,941 rentable
square feet, which is calculated by adding together
rentable square footage of the premises leasable in the
Building and the Common Areas of the Building; and the
"TENANT'S PRO RATA SHARE" shall mean 47.74% (Tenant's
Total Square Footage divided by Total Building Square
Footage). All measurements of rentable areas in the
Building shall be computed by measuring from the inside
of "PERMANENT OUTER BUILDING WALLS," hereinafter deemed
to exclude from such measurement the thickness of any
special surfacing materials such as paneling, furring
strips, and carpet, or from the inside surface of the
glass line where present to the inside of Permanent Outer
Building Walls or the inside surface of the glass line
where present. If such measurements are later discovered
to be in conflict with the square footages stated above,
this Lease shall be amended to provide for the actual
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square footages, and any covenants herein based upon
ratios relating to such square footages shall likewise be
modified; provided such amendment shall be retroactive.
G. "PERMITTED PURPOSE" shall mean use of the Leased Premises
for general office purposes and purposes incidental
thereto.
H. "THE BROKER OF RECORD" N/A
2. USES:
A. Tenant shall not, do or permit anything to be done in or
about the Leased Premises, or bring or keep anything in
the Leased Premises that may (i) increase the fire and
extended coverage insurance premium upon the Building;
(ii) injure the Building; or (iii) constitute waste or be
a nuisance, public or private, or menace to tenants of
adjoining premises or anyone else.
B. Landlord represents that a Certificate of Occupancy for
the Leased Premises has been issued as of the Lease
Commencement Date.
C. Landlord warrants that as of the date of this Lease, the
Leased Premises can be used for the Permitted Purpose. In
the event the Leased Premises cannot be used for the
Permitted Purpose at any time during the Lease Term,
either Landlord or Tenant shall have the option to
terminate this Lease, provided that the Lease shall not be
so terminated if Landlord, within a period of ninety (90)
days following the event which caused the Leased Premises
not to be usable for the Permitted Purpose, restores the
premises to that condition under which the Permitted
Purpose can be used for the permitted purpose. If Landlord
fails to restore the premises, Tenant shall have the right
to use the Leased Premises for any other remaining lawful
purpose, for so long as the Leased Premises are then
capable of accommodating such uses.
Where this paragraph 2C conflicts with paragraph 11,
paragraph 11 will control. Where this paragraph 2C
conflicts with paragraph 14, paragraph 14 will control.
D. Within 15 days following the request of Landlord, Tenant
shall acknowledge in writing that it has examined the
Leased Premises and accepts the same as being in the
condition called for by this Lease, excepting latent
defects, other items identified as not completed in
accordance with this Lease, and minor construction finish
items ("punchlist items") which shall be corrected or
completed by Landlord as expeditiously as possible. In
the event that a major defect or omission appears in the
installation of the major building systems or structure,
Landlord agrees to correct any such defect or omission.
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E. Tenant shall have a nonexclusive right with other tenants
in the Building to use exterior common areas, exclusive
of parking areas, outside of the Building, and located on
the real estate legally described on EXHIBIT B, in
accordance with Landlord's rules and regulations, as
described in Paragraph 17 below.
3. RENT:
A. Tenant covenants and agrees to pay to Landlord during the
term of this Lease, at the place specified by Landlord,
the Base Rent, without deduction or setoff (unless
authorized by this Lease), due and payable in advance on
the first day of each month. Tenant also covenants and
agrees to pay to Landlord Tenant's Pro Rata Share of
Building Operating Costs as described in Paragraph 3B
below. Base Rent and Tenant's Pro Rata Share of Building
Operating Costs, together with other amounts which may be
payable by Tenant to Landlord under this Lease, shall
sometimes be referred to collectively as " RENT." Rent
for any fractional calendar month shall be that
proportion of the monthly installment which the number of
days during such month bears to the total of days in the
month. Rent not paid by the fifth day following written
notice that such amount is past due shall be subject to a
late charge of three (3%) of the amount due.
B. In addition to Base Rent, Tenant shall pay Tenant's Pro
Rata Share of "BUILDING OPERATING COSTS." Building
Operating Costs shall mean all expenses, costs and
disbursements which Landlord shall pay or become
obligated to pay because of or in connection with the
maintenance, repair and operation of the Building,
including, but not limited to, real estate taxes and
assessments, use, sales, or any other taxes (except
income taxes) based on rents, personal property taxes on
personal property used in the operation of this Building;
Landlord's insurance, as described in Paragraph 6 below;
utilities not separately metered to individual tenants;
costs of leasing or amortization of energy reduction
devices and systems, except those included in the
building specifications and except those required during
the first two years of the Lease Term; maintenance;
repairs; redecorating of common areas; cost of roof
renovation (which shall be amortized over its expected
life and which shall not include roof replacement which
occurs after the term or the first extension thereof);
janitorial service; operating supplies; property
management; Building Services; snow removal; landscaping;
costs of leasing or amortizing plants, shrubs, trees, or
flowers, and normal maintenance thereof; costs of leasing
or amortizing wall hangings, fixtures, paintings, and
statues; rubbish removal; tools and equipment used for
the daily operation of the Building; air conditioning,
heating and elevator repair and maintenance; resurfacing
and restriping of parking areas; repair and replacement
of car stops and signage; security; wages, payroll taxes,
welfare and disability benefits reasonably incurred in
the operation of the Building.
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Notwithstanding the foregoing, Building Operating Costs
shall expressly exclude: (a) cost of decorating,
redecorating, or special cleaning, or other services not
provided on a regular basis to all tenants of the
Building; (b) wages, salaries, fees and fringe benefits
paid to administrative or executive personnel or officers
or partners of Landlord, unless employed at competitive
rates as independent contractors; (c) any charges for
depreciation of the Building or equipment; (d) any
interest or finance charges; (e) any charges for
Landlord's income taxes, excess profit taxes, franchise
taxes or similar taxes on Landlord's business; (f) all
costs relating to activities conducted for the
solicitation of and execution of leases of space in the
Building; (g) any costs for which Tenant or other tenants
in the Building are being charged other than pursuant to
this Paragraph; (h) the costs of correcting defects in
the construction of the Building or in the Building
Equipment, except that conditions (not occasioned by
construction defects) resulting from ordinary wear and
tear shall not be deemed defects for the purpose of this
category; (i) the costs of any repair made by Landlord
because of the total or partial destruction of the
Building or the condemnation of a portion thereof; (j)
any insurance premium to the extent that Landlord is
entitled to reimbursement therefore from Tenant or from
any other tenant of the Building; (k) any costs for which
Landlord is reimbursed by insurance, warranty, or other
source of reimbursement; (1) the cost of any additions or
capital improvements to the Building subsequent to
original construction; (m) the cost of any repairs,
alterations, additions, changes, replacements and other
items which, under Generally Accepted Accounting
Principles, are properly classified as capital
expenditures to the extent that they upgrade or improve
the Building, as opposed to replacement of existing items
which have worn out; (n) any cost included in Building
Operating Costs representing an. amount paid to a related
corporation, entity or person which is in excess of the
amount which would be paid in the absence of such
relationship; (o) the cost of any work or service
performed for or facilities furnished to any tenant of
the Building to a greater extent or in a manner more
favorable to such tenant than that performed for or
furnished to Tenant; and (p) the cost of overtime or
other expense to Landlord in curing its defaults or
performing work expressly provided herein to be borne at
Landlord's expense.
C. During the period 08/01/89 thru 07/31/90, Tenant shall be
liable for Tenant's Pro Rata Share of Building Operating
Costs, not to exceed $4.50 per square foot of the
Tenant's total square footage. During the period 08/01/90
thru 07/31/91, Tenant shall be liable for Tenant's Pro
Rata Share of Building Operating Costs, not to exceed
$5.35 per square foot of Tenant's total square footage.
During the period 08/01/91 thru 07/31/92, Tenant shall be
liable for its entire Pro Rata Share of Building
Operating Costs to the extent of all taxes, insurance and
utilities, however, Tenant's liability for its Pro Rata
Share of all other Building Operating Costs shall be
limited to $2.00 per square foot of Tenants total Square
Footage, increased annually thereafter by the percentage
of increase in the Consumer Price Index of the U.S.
Department of Labor Statistics (all urban consumer
average) for each twelve (12)
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month period ("Lease Year") following Lease Commencement
Date. The Index utilized shall be the Index last
published for the Phoenix Metropolitan Area.
D. Landlord shall make its best estimate as to the amount of
Tenant's Pro Rata Share of Building Operating Costs,
one-twelfth (1/12) of which shall be payable monthly,
together with the monthly installment of Base Rent due
and payable by Tenant. Within one-hundred-twenty (120)
days after the beginning of each calendar year, Landlord
shall give Tenant a statement of Landlord's Estimate of
Building Operating Costs. As of the end of each calendar
year, Landlord shall compute the actual costs of
operating the Building for the previous twelve (12) month
period (if the Building has been operating for less then
12 months, the costs of operating the Building for a year
shall be determined by dividing the actual operating
costs by the number of days of actual operation and
multiplying by 365). Landlord shall deliver to Tenant
notice of such cost and the amount due, if any, from
Tenant as soon as possible of the year immediately
subsequent to the year to which such costs relate. Tenant
shall reimburse Landlord within thirty (30) days after
notice of any deficiency between estimated operating
costs and actual costs. In the event of overpayment by
Tenant, Landlord shall apply the excess to the next
successive installments of Rent due hereunder, unless
there are no further Rent payments due from Tenant, in
which case Landlord shall pay such excess to Tenant
within thirty (30) days of such notice from Landlord.
Landlord shall, deliver to Tenant a written accounting
showing how Building Operating Costs were calculated for
the Building for each year. In the event Tenant objects
to the statement of Building Operating Costs for any
year, Tenant and Landlord agree to cooperate in good
faith to resolve any such objection. The foregoing
notwithstanding, Tenant shall in no way be relieved of
its obligation to pay Tenant's Pro Rata Share of Building
Operating Costs as calculated by Landlord during the
period in which it is cooperating with Landlord to
resolve any objections as provided herein, except that
Tenant may withhold a reasonable amount in dispute until
the dispute is resolved. Tenant or its representatives
shall have the right, with reasonable notice, to examine
the accounting records of Landlord during normal business
hours. Should such examination reveal a variance of more
than five percent (5%) from Landlord's accounting,
Landlord agrees to reimburse Tenant for the verified cost
of such examination.
4. UTILITIES:
Landlord shall provide to the Leased Premises the following utility
services: water, sewer, electricity and gas. Utility charges for
which separate xxxxxxxx are not available shall be treated as
Building Operating Costs. If heat, light, water and any other
utility services are supplied to and metered directly to the Leased
Premises, Tenant shall pay the cost thereof, and make
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any required deposits related thereto. Separate additional charges
may be made to Tenant, if Tenant, in Landlord's reasonable
judgement, causes excessive utility system demands where such
services are not separately metered. Landlord shall notify Tenant in
writing of any such excessive utility demands prior to any charges
being made, and if Tenant ceases to cause such excessive demands
then no charges will be assessed. Landlord does not warrant that any
of the utility services will be free from interruption caused by
Unavoidable Delay, as. defined in Paragraph 23 below. Landlord
warrants that other Tenants in the building will be charged for
their excessive utility demands, if any, so that Tenant is not
charged for more than its Pro Rata Share of normal utility costs for
the building.
Tenant shall pay for electricity that is separately metered from
computer room and UPS Room.
5. BUILDING SERVICES:
Landlord agrees to maintain in good condition and repair and in
first class manner all parking and exterior common areas, which
maintenance shall include lighting, gardening, cleaning, sweeping,
painting and window cleaning; and to provide for the Leased Premises
and the Building such other services, including, but not limited to,
elevator service, public restrooms, air-cooling, heating, and
interior janitorial services, which interior janitorial services are
listed on EXHIBIT D attached hereto and made a part hereof. Landlord
shall maintain and repair the exterior of the Building, its
structural portions and the roof. The services to be provided by
Landlord according to this Paragraph 5 shall be deemed to be
"BUILDING SERVICES". The cost of Building Services shall be
considered a Building Operating Cost.
Building Services shall be furnished by Landlord during normal
working hours (from 7:00 a.m. to 6:00 p.m. weekdays, and from 7:00
a.m. to 1:00 p.m. on Saturdays), or at such other times as requested
by Tenant, in which event, Tenant agrees to pay the additional cost,
if any, reasonably allocated to Tenant, of providing Building
Services, to the extent of Landlord's actual cost without markup,
during such other times. Building Services furnished by Landlord
shall be similar to building services customarily provided by
landlords of first-class office buildings in the Phoenix, Arizona
area.
6. INSURANCE, INDEMNITY:
A. Landlord shall secure and maintain throughout the term of
this Lease the following insurance (the cost of which
shall be a Building Operating Cost) in a form within
Landlord's reasonable discretion:
(1) Fire insurance with extended coverage
endorsements attached in the amount of full
replacement value of the Building;
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(2) Comprehensive public liability insurance
(including bodily injury and property damage
insurance) for the Building; and in the amount
of at least $5 million.
(3) Rental abatement insurance against abatement or
loss of rent in case of fire or other casualty.
Landlord may, purchase such other insurance as required
by its mortgage lenders and treat the cost thereof as a
Building Operating Cost. Tenant shall be named as an
additional insured on such insurance policy and Landlord
shall supply Tenant with a certificate or certificates
evidencing such insurance, which certificate or
certificates shall provide Tenant thirty (30) days
written notice prior to cancellation or reduction in
amount of coverage.
B. Tenant shall, at its own expense, procure and maintain
throughout the term of this Lease:
(1) Comprehensive public liability insurance
insuring Tenant's activities with respect to
the Leased Premises against loss, damage or
liability for personal injury or death,
Landlord's damage to property or commercial
loss occurring on or about the Leased
Premises, in amounts no less than $1,000,000
combined single limit; and
(2) Workmen's compensation insurance in at least
the statutory amounts with respect to any work
or other operation in or about the Leased
Premises.
Landlord and Landlord's mortgagee, if any, shall be named
as additional insureds under such insurance and such
insurance shall be primary and noncontributing with any
insurance carried by Landlord. The liability insurance
policy shall contain endorsements requiring thirty (30)
days notice to Landlord prior to any cancellation or any
reduction in amount of coverage. Tenant shall deliver to
Landlord, as a condition precedent to its taking
occupancy of the Leased Premises, a Certificate or
Certificates evidencing such insurance.
C. Except to the extent proceeds are paid from Landlord's
insurance, Tenant shall indemnify and hold Landlord
harmless from and against all demands, suits, fines,
liabilities, losses, damages, costs and expenses
(including legal expenses) which Landlord may incur or
become liable for as a result of any breach by Tenant,
its agents, employees, officers, contractors, invitees or
licensees of the terms or covenants of this Lease.
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7. WAIVER OF SUBROGATION:
Tenant and Landlord each release and relieve the other and waive its
entire right of recovery against the other for loss or damage
arising out of or incident to the perils of fire, explosion, or any
other perils described in the "extended coverage" insurance
endorsement covering the Building for losses which occur in, on or
about the Leased Premises or the Building, whether due to the
negligence of either party, their agents, employees, invitees or
otherwise to the extent that said loss or damage is covered by
collectable insurance. Tenant and Landlord agree that all policies
of insurance obtained pursuant to Paragraph 6 above shall contain
appropriate waiver of subrogation clauses.
8. REPAIRS:
Except for Building Services provided by Landlord, Tenant agrees to
maintain in a clean, orderly and sanitary condition and keep in good
repair, the interior of the Leased Premises, ordinary wear and tear
excepted. Such maintenance and repair shall be at the sole cost of
Tenant and shall include but not be limited to the maintenance and
repair of floor covering, ceilings and walls, front and rear doors,
and all interior glass on the Leased Premises. If Tenant fails to
maintain or keep the Leased Premises in good repair and such failure
continues for five days after written notice from Landlord, Landlord
may perform any such required maintenance and repairs and the costs
thereof shall be additional Rent payable by Tenant within ten (10)
days of receipt of any invoice from Landlord.
9. TENANT'S PROPERTY:
Furnishings, trade fixtures and moveable equipment, if any, paid for
and installed by Tenant, shall be the property of Tenant. On
expiration of this Lease or at anytime during the term of this
Lease, if there is then no Event of Default, Tenant may remove any
such property and shall remove any such property if directed by
Landlord. Tenant shall repair and reimburse Landlord for the cost of
repairing any damage resulting from removal of Tenant's property. If
Tenant fails to remove such property as required under this Lease,
Landlord may do so and Landlord shall not be liable for any loss or
damage to the property of Tenant which may occur during Landlord's
removal thereof.
10. IMPROVEMENTS AND ALTERATIONS BY TENANT
Tenant acknowledges that the terms of this Lease contemplates the
leasing of finished space and that Landlord is and will remain the
owner of all Tenant improvements constructed by Landlord, regardless
of when those improvements are or were constructed. Accordingly,
Tenant acknowledges Landlord's right to control the design and
construction of all Tenant
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improvements, including removing, altering and redesigning of
existing Tenant improvements, and agrees that Landlord shall have
the exclusive right to determine the person or firm to design and
construct Tenant improvements under this Lease. Until a different
person or firm is appointed pursuant to notice to the Tenant under
this Lease, Landlord hereby designates FANWEST Development Company
as the exclusive firm to provide design and construction services
for Tenant improvements under this Lease.
11. CASUALTY:
If the Leased Premises or the Building are destroyed or damaged by
fire, earthquake or other casualty to the extent that they are
untenantable in whole or in part, then Landlord shall, except as
provided below, proceed with reasonable diligence to rebuild and
restore the Leased Premises or such part thereof as may be destroyed
or damaged, and during the period of such rebuilding and
restoration, this Lease shall remain in full force and effect, and
Rent shall be abated in the same ratio as the square footage in the
portion of the Leased Premises rendered untenantable, if any, shall
bear to the total square footage in the Leased Premises. If Landlord
shall reasonably determine that such destruction or damage cannot be
rebuilt and restored within one-hundred-eighty (180) days, it shall
so notify Tenant within sixty (60) days after the occurrence of such
damage or destruction. In such event, either Landlord or Tenant may,
within twenty (20) days after such notice, terminate this Lease. If
neither party terminates this Lease during such twenty (20) day
period, this Lease shall remain in effect and Landlord shall
diligently proceed to rebuild and restore the Leased Premises, and
Rent shall xxxxx as set forth above.
Anything to the contrary notwithstanding, in the event the Leased
Premises are rendered untenantable due to the fault or neglect of
Tenant, its agents, employees, visitors or licensees, there shall be
no abatement of Rent as provided above, except to the extent such
loss of Rent shall be payable from the proceeds of the rental
abatement insurance maintained by Landlord in accordance with
Paragraph 6 above.
12. ASSIGNMENT, LETTING AND SUBLETTING:
A. Tenant, its legal representatives and successors in
interest shall have the right to assign, let or sublet or
permit the assigning, letting or subletting of this
Lease, the Leased Premises or any part thereof,
respectively, without first obtaining the written consent
of Landlord. Any such assignment, letting or subletting
shall be in conformance with the terms of the Lease, for
a use which is permitted under the Lease, and shall not
relieve Tenant from its obligations under this Lease. For
the purpose of this section, an assignment, letting or
subletting to any governmental agency will not be deemed
to be in conformance with the terms of the Lease, and the
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written consent of Landlord, which may be withheld in
Landlord's sole discretion, shall be required prior to
any such assignment, letting or subletting.
B. Tenant may, from time to time during the term of this
Lease, without consent of Landlord, place a mortgage or
deed of trust upon Tenant's leasehold estate and rights
hereunder as security for payment of an indebtedness. Any
such mortgage or deed of trust shall be a lien upon only
Tenant's leasehold estate hereunder and shall not be a
lien upon Landlord's reversionary (including fee)
interest in the Leased Premises.
When giving notice to Tenant with respect to any default
hereunder, Landlord shall also serve a copy of such
notice upon any such lender of Tenant (herein referred to
as "MORTGAGEE"); provided such Mortgagee has given
Landlord written notice of its interest in the Leased
Premises and provided Landlord with its address for any
such notice. No such notice of default shall be deemed to
have been given to Tenant unless and until such notice
shall have been delivered to Mortgagee as provided in the
previous sentence.
In case Tenant shall default in the performance of any of
the terms, covenants, agreements and conditions of this
Lease on Tenant's part to be performed, any such
Mortgagee shall have the right, within the grace period
available to Tenant, plus an additional ten (10) days
beyond said grace period, for curing such default, to
cure or make good such default or to cause the same to be
cured or made good, provided however, if the Mortgagee
has cured any default which can be cured by the payment
of money within the 10 day period described above, the
Mortgagee shall have a reasonable time in which to cure
any non-monetary default of Tenant, so long as such time
period does hot extend beyond 6 months from the
Mortgagees receipt of notice of an Event of Default (as
defined in Paragraph 21), and so long as Mortgagee is
attempting to cure the default with due diligence.
13. LIEN:
Tenant shall keep the Leased Premises and the Building free from any
liens arising out of any work performed, materials furnished, or
obligations incurred by Tenant, provided, however, that Tenant shall
have the right to contest any such liens so long as Tenant obtains,
within 30 days following attachment of' the lien, a commitment for
Title Insurance in favor of Landlord insuring over the lien or so
long as Tenant provides a bond securing payment of the lien.
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14. CONDEMNATION:
If the whole or any part of the Leased Premises shall be taken under
power of eminent domain or like power, or sold under imminent threat
thereof to any public authority or private entity having such power,
this Lease shall terminate as to the part of the Leased Premises so
taken or sold, effective as of the date possession is required to be
delivered to such authority or entity. Rent for the remaining term
shall be reduced in the proportion that the Total Square Footage of
the Leased Premises is reduced by the taking. If a partial taking or
sale of the Building or the Leased Premises (i) substantially
reduces the area of the Leased Premises resulting in a substantial
inability of Tenant to use the Leased Premises for Tenant's business
purposes, or (ii) renders the Building unviable to Landlord, Tenant
in the case of (i), or Landlord in the case of (ii) may terminate
this Lease by notice to the other party within thirty (30) days
after the terminating party receives a written notice of the portion
to be taken or sold, to be effective 'when the portion is taken or
sold. All condemnation awards and similar payments shall be paid and
belong to Landlord, except any amounts awarded or paid specifically
for Tenant's trade fixtures and relocation costs, provided such
awards do not reduce Landlord's award. Nothing contained herein
shall diminish Tenant's right to deal on its own behalf with the
condemning authority.
15. CONSTRUCTION CONDITIONS:
A. Landlord shall construct the improvements (the
"IMPROVEMENTS") to the Additional Expansion Space,
pursuant to the Work Letter attached hereto as Exhibit C
in a good and workmanlike manner substantially in
accordance with agreed plans and specifications. The
expense of constructing the improvements shall be borne
as provided in the Work Letter.
B. Landlord shall bear the risk of loss to the Improvements
for any Space of the Leased Premises until the Lease
Commencement Date for that Space occurs. Tenant may
inspect the Improvements at reasonable times so long as
such inspections do not interfere with Landlord's
construction activities. Tenant shall not exercise any
control over the persons performing construction
activities on the Leased Premises.
C. To the extent-that Paragraph 15 or Paragraph 16 below
conflicts with the Work Letter, the Work Letter shall
take control.
16. OCCUPANCY, LEASE COMMENCEMENT DATE:
The Additional Expansion Space shall be ready for occupancy on such
dates that the improvements are substantially completed in
accordance with Paragraph 15 above, subject only to items which will
not materially affect the use of Additional Expansion Space for the
Permitted Purposes. Prior to occupying the Additional Expansion
Space, Tenant shall
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execute and deliver to Landlord a letter in the form attached hereto
and made a part hereof as EXHIBIT E , acknowledging the Date
ofOccupancy of the Additional Expansion Space.
17. RULES AND REGULATIONS:
Tenant covenants that Tenant and its agents, employees, invitees, or
those claiming under Tenant will at all times observe, perform and
abide by all reasonable rules and regulations promulgated by
Landlord, from time to time, as long as such rules and regulations
do not conflict with any provision of this Lease. Tenant must first
consent to any such modifications, which consent shall not be
unreasonably withheld. Landlord's rules and regulations in effect on
the date hereof are attached hereto and made a part hereof as
EXHIBIT F.
18. PARKING:
Tenant and its employees and invitees shall have the non-exclusive
privilege to use the surface parking in general areas reasonably
designated by Landlord pursuant to the rules and regulations
relating to parking adopted by Landlord from time to time. Tenant
and its employees and invitees shall have the exclusive privilege to
use 404 covered parking spaces, as shown on EXHIBIT A, pursuant to
the rules and regulations relating to parking adopted by Landlord
from time to time, pursuant to Paragraph 17 above.
Tenant agrees not to overburden the surface parking facilities, if
any, and agrees to cooperate with Landlord and other tenants in the
use of such facilities. Landlord shall exert reasonable efforts to
police and tow vehicles which are not authorized to park in spaces
exclusively assigned to Tenant. Landlord may, at its own discretion,
change the location of the parking spaces available to Tenant, its
employees and invitees, provided that after such change, there shall
be available to Tenant and its employees and invitees approximately
the same number of spaces as available before the change, which
spaces shall be located on the real estate legally described on
EXHIBIT B. Landlord may at its own discretion valet park or
implement an alternate parking plan, on said premises, provided that
after such implementation there shall be made available to Tenant
and its employees and invitees approximately the same number of
spaces as available before the change.
19. ACCESS:
Tenant shall permit Landlord to enter the Leased Premises at
reasonable times for the purpose of inspecting, altering and
repairing the Leased Premises and ascertaining compliance by Tenant
with the provisions of this Lease. Landlord may also show the Leased
Premises to prospective Purchasers or renters during regular
business hours and upon reasonable notice, provided that Landlord
shall not unreasonably interfere with Tenant's business operations.
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20. SIGNS:
All signs and symbols placed in the doors or windows or elsewhere
about the Leased Premises, or upon any other part of the Building,
including building directories, shall be subject to the approval of
Landlord. Tenant shall be entitled to place signs within the
interior of the Leased Premises without having first obtained
Landlord's approval. Upon expiration of this Lease, all signs
installed by Tenant shall be removed and any damage resulting
therefrom shall be promptly repaired, or such removal and repair may
be done by Landlord and the cost thereof charged to Tenant as Rent
hereunder.
21. TENANT'S DEFAULT:
It shall be an "Event of Default" if (i) Tenant shall fail to pay
any monthly installment of Rent or any other charge or payment
required of Tenant hereunder within five (5) days of written notice;
(ii) Tenant shall violate or fail to perform any of the other
conditions, covenants or agreements herein made by Tenant, and such
violation or failure shall continue for a period of fifteen (15)
days after written notice thereof to Tenant by Landlord; (iii)
Tenant shall make a general assignment for the benefit of its
creditors or shall file a petition for bankruptcy or other
reorganization, liquidation, dissolution or similar relief;
(iv) a proceeding is filed against Tenant seeking any relief
mentioned in (iii) above which is not dismissed within thirty (30)
days after filing; (v) a trustee, receiver or liquidator shall be
appointed for Tenant or a substantial part of its property; (vi)
Tenant shall default in any obligation which Tenant may have to
Landlord pursuant to the Loan Agreement of even date herewith by and
between the parties hereto.
If an Event of Default occurs, then Landlord may either: (i) give
Tenant written notice of Landlord's intention to terminate this
Lease on the date of such given notice or any later date specified
therein, and on such specified date Tenant's right to possession of
the Leased Premises shall cease and this Lease shall thereupon be
terminated; or (ii) without further notice, reenter and take
possession of the Leased Premises, or any part thereof, without
authorization of any court, and repossess the same as of Landlord's
former estate, and expel Tenant and those claiming through or under
Tenant, and remove the effects of either or both without being
deemed guilty of any manner of trespass and without prejudice to any
remedies for arrears of rent, preceding breaches of covenants, or
loss of profits. Should Landlord elect to reenter as provided
herein, or should Landlord take possession pursuant to legal
proceedings or any notice provided for by law, Landlord may, from
time to time, without terminating this Lease, relet the Leased
Premises or any part thereof, on behalf of Tenant for such term or
terms and at such rent or rents, and upon such other terms and
conditions, as Landlord may deem advisable in its sole discretion
(including concessions, free rent, and payment of commissions) with
the right to make alterations and repairs to the Leased
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Premises. No such reentry or taking of possession of the Leased
Premises by Landlord shall be construed as an election on Landlord's
part to terminate this Lease, unless a written notice of termination
is given to Tenant by Landlord.
In the event Landlord does not elect to terminate this Lease, but on
the contrary elects to take possession, then such repossession shall
not relieve Tenant of its obligations and liability under this
Lease, all of which shall survive such repossession. In the event of
such repossession, Tenant shall pay to Landlord as Rent all Rent
which would be payable hereunder if such repossession had not
occurred, less the net proceeds, if any, of any reletting or the
value of Landlord's use, if any, of the Leased Premises after
deducting a11 of Landlord's expenses in connection with such
reletting, including, but without limitation, all repossession
costs, brokerage commissions, legal expenses, expenses of employees,
costs of alterations, expenses of preparation for reletting, rental
concessions and free rent.
Tenant shall pay such Rent to Landlord on the days on which the Rent
would have been payable hereunder if possession had not been
retaken.
If, however, this Lease is terminated by Landlord, Landlord shall be
entitled to recover such damages from Tenant to which it may be
entitled in Law or in Equity, including all of Landlord's costs of
reletting the Leased Premises, including repair, alteration, and
preparation of Leased Premises for reletting, brokerage commissions,
attorneys' fees, rental concessions, and free rent. Said amount
shall be immediately due and payable by Tenant to Landlord. Any
amount, due to Landlord hereunder may be collected after
termination, but prior to the original expiration of the Lease Term.
22. REMOVAL OF PROPERTY:
In an Event of Default, Landlord shall have the right, but not the
obligation, to remove from the Leased Premises all personal
property, fixtures, furnishings and other property located therein,
and to store such property in any place selected by Landlord,
including, but not limited to, a public warehouse, at the expense
and risk of the owners thereof, with the right to sell such stored
property seven (7) days after notice to Tenant, after it has been
stored for a period of thirty (30) days or more. The proceeds of
such sale shall be applied first to the cost of such sale, second to
the payment of the charges for storage, if any, and third to the
payment of other sums of money which may then be due from Tenant to
Landlord under any of the terms hereof, the balance, if any, to be
paid to Tenant.
23. QUIET ENJOYMENT, INABILITY TO PERFORM:
A. If, and so long as, Tenant pays Rent and keeps and
performs each and every term, covenant and condition
herein contained on the part and on behalf of Tenant to be
kept and performed, Tenant shall quietly enjoy the Leased
Premises without hindrance
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or molestation by Landlord, subject to the terms,
covenants and conditions of this Lease and the Superior
Instruments, as defined and provided in Paragraph 35
below.
B. Landlord shall pay all taxes and assessments so as not to
jeopardize Tenant's use of the Leased Premises. The
foregoing notwithstanding, Landlord shall be entitled to
contest any tax or assessment which it deems to be
improperly levied against the
Building so long as Tenant's use of the Leased Premises
is not interfered with.
C. Except as provided in this Lease, this Lease and the
obligations of Tenant to pay Rent and perform all of the
terms, covenants and conditions on the part of
Tenant to be performed shall in no way be affected,
impaired or excused because Landlord, due to Unavoidable
Delay, is (a) unable to fulfill any of its obligations
under this Lease, or (b) unable to supply or delayed in
supplying any service expressly or implied to be
supplied, or (c) unable to make or delayed in making any
repairs, replacements, additions, alterations or
decorations, or (d) unable to supply or delayed in
supplying any equipment or fixtures. Landlord shall in
each instance exercise reasonable diligence to effect
performance when and as soon as possible.
"UNAVOIDABLE DELAY" shall mean any and all delays beyond
Landlord's reasonable control, including without
limitation, delay caused by Tenant, governmental
restrictions, governmental regulations or controls, undue
delays by governmental authorities, order of civil,
military, or naval authority, governmental preemption,
strikes, labor disputes, lockouts, shortage of labor or
materials, inability to obtain materials or reasonable
substitutes therefor, default of any contractor or
subcontractor, acts of God, fire, earthquake, floods,
explosions, actions of the elements, extreme weather
conditions, enemy action, civil commotion, riot or
insurrection, delays in obtaining governmental permits or
approvals or any other cause beyond Landlord's reasonable
control.
24. HOLD OVER TENANCY:
If (without execution of a new lease or written extension) Tenant
shall hold over after the expiration of the term of this Lease,
Tenant may, at Landlord's election, be deemed to be occupying the
Leased Premises as a tenant from month to month, which tenancy may
be terminated as provided by law. During such tenancy, Tenant agrees
to pay to Landlord Tenant's Pro Rata Share of Building Operating
Costs and 200% of the then current Base Rent, as set forth herein,
unless a different rate is agreed upon, and to be bound by all of
the terms, covenants and conditions as herein specified, so far as
applicable. The foregoing notwithstanding, in the event Landlord and
Tenant are negotiating in good faith over the extension of the Lease
Term for a period exceeding the renewal period contemplated in
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Paragraph 40 of the Lease, Tenant shall pay Rent at the same rate as
was due during the then current renewal period, for a period not to
exceed sixty (6O) days following the termination date of such
renewal period. At the end of such sixty (60) day period, Tenant
agrees to pay to Landlord Tenant's Pro Rata Share of Building
Operating Costs and 200% of the then current Base Rent until
Tenant's occupancy is terminated.
25. ATTORNEYS' FEES:
In the event either party requires the services of an attorney in
connection with bringing suit to enforce the terms of this Lease, or
for the breach of any covenant or condition of this Lease, or for
the restitution of the Leased Premises to Landlord and/or eviction
of Tenant during said term, or after the expiration thereof, the
party prevailing in any such legal action shall be entitled to an
award for all legal costs and expenses, including, but not limited
to, a reasonable sum for attorneys' fees.
26. AMENDMENT, WAIVER:
This Lease constitutes the entire agreement between the parties.
This Lease shall not be amended or modified except in writing by
both parties. No covenant or term of this Lease shall be waived
except with the express written consent of the waiving party whose
forbearance or indulgence in any regard shall not constitute a
waiver of such covenant or term. Failure to exercise any right in
one or more instances shall not be construed as a waiver of the
right to strict performance or as an amendment to this Lease.
27. NOTICES:
All notices required by this Lease shall be in writing, sealed in an
envelope and delivered in person, or mailed by U.S. Registered or
Certified Mail, return receipt requested, postage prepaid to the
addresses specified below:
A. If intended for Landlord:
Missouri Falls Associates Limited Partnership
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
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B. If intended for Tenant:
Northern Automotive Corporation
000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000
Attn: Vice President and General Counsel
or to such other addresses as either party designates by
notice, as provided in this paragraph, to the other party,
from time to time. Notice shall be effective as of the
date delivered in person or the date on which such
delivery is rejected.
28. BINDING EFFECT, GENDER:
Subject to the provisions in Paragraph 12, this Lease shall be
binding upon and inure to the benefit of the parties and their
successors and assigns. It is understood and agreed that the terms
"Landlord" and "Tenant" and verbs and pronouns in the singular
number are uniformly used throughout this Lease regardless of
gender, number or fact of incorporation of the parties hereto.
29. ADDENDA AND ATTACHMENTS:
The typewritten addenda, exhibits or supplemental provisions, if
any, attached or added hereto, are made a part of this Lease by
reference and the terms thereof shall control over any inconsistent
provisions in the paragraphs of this Lease.
30. LIMITATION OF LANDLORD'S LIABILITY:
The obligations of Landlord under this Lease do not constitute
personal obligations of the individual partners, directors,
officers, or shareholders of Landlord, and Tenant shall look solely
to the real estate that is the subject of this Lease and to no other
assets of the Landlord for satisfaction of any liability in respect
of this Lease and will not seek recourse against the individual
partners, directors, officers or shareholders of Landlord or any of
their personal assets for such satisfaction or for any deficiency
judgement should Tenant be unable to satisfy any liability owed to
it.
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31. LANDLORD'S DEFAULT:
If Landlord defaults in performance of its obligation hereunder,
Tenant shall have all remedies available at law or in equity.
32. LANDLORD'S RESERVED RIGHTS:-
Without notice and without liability to Tenant, Landlord shall have
the right to:
(1) Change (i) the name of the Building and (ii)
the street address of the Building if required
to do so by an appropriate authority;
(2) Install and maintain reasonable signs on the
exterior of the Building;
(3) Grant utility easements or other easements to
such parties, or replat, subdivide or make
such other changes in the legal status of the
land underlying the Building, as Landlord
shall deem necessary, provided such grant or
changes do not substantially or materially
interfere with Tenant's use of the Leased
Premises as intended under this Lease; and
(4) Sell the Building and assign this Lease to the
purchaser (and upon such assignment be
released from all of its obligations under
this Lease which accrue after such
assignment). Tenant agrees to attorn to such
purchaser, or any other successor or assign of
Landlord through foreclosure or deed in lieu
of foreclosure or otherwise and to recognize
such person as Landlord under this Lease.
33. OFFSET STATEMENT:
Within twenty (20) days after request therefor by Landlord, its
agents, successors or assigns, Tenant shall deliver, in recordable
form, a certificate to any proposed mortgagee or purchaser, or to
Landlord, together with a true and correct copy of this Lease,
certifying, if applicable (i) that this Lease is in full force and
effect, without modification, (ii) the amount, if any, of prepaid
rent and security deposit paid by Tenant to Landlord, (iii) that
Landlord to the best of Tenant's knowledge, as of the date of the
certificate, has performed all of its obligations due to be
performed under this Lease and that there are no defenses,
counterclaims, deductions or offsets outstanding, or other excuses
for Tenant's performance under this Lease, or stating those claimed
by Tenant, and (iv) any other fact reasonably requested by Landlord
or such proposed mortgagee or purchaser, which does not modify or
conflict with Tenant's rights under this Lease. Tenant's failure to
deliver said statement in time shall be conclusive upon Tenant: (a)
that this Lease is in full force and effect, without modification
except as may be represented by Landlord, (b) that there are no
uncured defaults in Landlord's performance and Tenant has no right
of offset, counterclaim defenses or deduction
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against Rent or Landlord hereunder; and (c) that no more than one
period's Rent has been paid in advance.
34. ACCORD AND SATISFACTION:
No receipt and retention by Landlord of any payment tendered by
Tenant in connection with this Lease will give rise to, or support,
or constitute an accord and satisfaction, notwithstanding any
accompanying statement, instruction or other assertion to the
contrary (whether by notation on a check or in a transmittal letter
or otherwise), unless Landlord expressly agrees to an accord and
satisfaction in a separate writing duly executed by the appropriate
persons. Landlord may receive and retain, absolutely and for itself,
any and all payments so tendered, notwithstanding any accompanying
instructions by Tenant to the contrary. Landlord will be entitled to
treat any such payments as being received on account of any item or
items or Rent, interest, expense or damage due in connection
herewith in such amounts and in such order as Landlord may determine
at its sole option.
35. SEVERABILITY:
The parties intend this Lease to be legally valid and enforceable in
accordance with all of its terms to the fullest extent permitted by
law. If any term hereof shall be finally hold to be invalid or
unenforceable, the parties agree that such term shall be stricken
from this Lease, the same as if it never had been contained herein.
Such invalidity or unenforceability shall not extend to or otherwise
affect any other term of this Lease, and the unaffected terms hereof
shall remain in full force and effect to the fullest extent
permitted by law, the same as if such stricken term never had been
contained herein.
36. SUBORDINATION:
The rights of Tenant hereunder are, and shall be, at the election of
any mortgagee, subject and subordinate to the lien of any deeds of
trust, mortgages, the encumbrance of any leasehold financing, or the
lien resulting from any other method of financing or refinancing,
now or hereafter in force against the Building of which the Leased
Premises are a part, and to all advances made, or hereafter to be
made upon the security thereof (hereafter referred to as the
"Superior Instruments". The foregoing notwithstanding, for any liens
or Superior Instruments filed of record after the execution of this
Lease, the rights of Tenant under this Lease shall not be subject or
subordinated to such liens or Superior Instruments unless the
holders thereof execute an agreement in form and substance similar
to the agreement attached hereto as EXHIBIT G (the "Attornment and
Nondisturbance Agreement"). If requested, Tenant agrees to execute
whatever reasonable documentation may be required to further
effectuate the provisions of this paragraph.
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Tenant agrees to attorn to any purchaser of the Building, or any
other successor or assign of Landlord through foreclosure or deed in
lieu of foreclosure, in return for and upon delivery to Tenant by
such purchaser or mortgagee, as the case may be, of an agreement
substantially in the form of the Attornment and Nondisturbance
Agreement, attached hereto as Exhibit G.
37. TIME:
Time is of the essence hereof.
38. APPLICABLE LAW:
This Lease shall be construed according to the laws of the State of
Arizona and venue shall be in Maricopa County, Arizona.
39. BROKER'S INDEMNIFICATION:
As part of the consideration for the granting of this Lease, Tenant
represents and warrants to Landlord that no broker or agent
negotiated or was instrumental in the negotiation or consummation of
this Lease except the Broker of Record, and Tenant agrees to
indemnify Landlord against any loss, expenses, cost or liability
incurred by Landlord as a result of a claim by any broker or finder
claiming through Tenant.
40. OPTION TO EXTEND:
Landlord hereby grants Tenant two options to extend the term of the
Lease for three five-year periods. Except as provided herein, each
option is granted on the same terms and conditions provided for in
the Lease, except for Rent and Lease term. The Base Rent for the
extension periods shall be as follows:
MONTHLY ANNUAL BASE RENT
PERIOD BASE RENT PER SQUARE FOOT
First Option 08/01/99- 07/31/02 See subparagraph B
Second Option 08/01/02 - 07/31/07 See subparagraph C
Monthly Base Rent is calculated on the space initially leased, and
may be modified as a result of either a remeasurement of rentable
area in the Building as provided in paragraph 1, or of
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additional space being leased by Tenant in accordance with Paragraph
41. The above option terms shall apply to any such additional space
leased by Tenant.
Tenant must give notice of its intent to exercise each option
granted herein within 180 days prior to expiration of the Lease Term
then in effect. The options may not be exercised if Tenant is in
default under this Lease.
B. The Base rent shall be 95% of the then current Fair Market Rental
Value (FMRV) as defined in Subparagraph 40D below, provided however,
Base Rent shall be no less than $18.95 per square foot of Tenant's
Total Square Footage and no more than $24.00 per square foot of
Tenant's Total Square Footage.
C. The Base Rent shall be 95% of the then current Fair Market Rental
Value (FMRV) as defined in Subparagraph 40D below, provided however,
Base Rent shall be no less than $24.00 per square foot of Tenant's
Total Square Footage and no more than $28.00 per square foot of
Tenant's Total Square Footage.
D. Fair Market Rental Value (hereinafter referred to as "FMRV") as
used in this Section shall be the Base Rent calculated at the then
prevailing rate for similar space by a credit tenant in comparable
buildings located within the Phoenix Metropolitan Area. Said FMRV
shall be declared by Landlord in writing to Tenant not less than
eight (8) months prior to the anniversary of the commencement of the
extended term. Upon exercise of Tenant's option to extend the term
as herein provided, Tenant shall notify Landlord in writing of its
acceptance or rejection of such Base Rent. If within ten (10) days
of Tenant's registering it's rejection of Landlord's declaration the
parties have not agreed upon FMRV, it shall be established by
arbitration under the rules of American Arbitration Association then
in effect or by such other method, if any, as the parties may then
agree upon. The parties hereto agree to prevail upon the American
Arbitration Association, or such other party as may then be agreed
upon, to select qualified real estate brokers, appraisers, or
building managers to comprise the arbitration panel, and agree
further that the FMRV established by the arbitration panel shall be
binding. In the event the results of the arbitration are not known
by the tenth anniversary of the Commencement Date, Tenant shall pay
a rental equal to the Base Rent, as adjusted in accordance with
Section 3 of the Lease, payable in the month immediately preceding
the tenth anniversary of the Commencement Date (hereinafter defined
as the "Interim Rent") from the tenth anniversary of the
Commencement Date until such time as the FMRV has been established
by the arbitration panel.
Such FMRV shall be used to calculate the Base Rent which would have
been payable by Tenant commencing from the tenth anniversary of the
Commencement Date and ending on the date FMRV is established by
arbitration, had FMRV been charged commencing on the tenth
anniversary of the Commencement Date. From the Base Rent based on
FMRV is
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greater than Interim Rent, Tenant shall pay the difference, in lump
sum, on the first day of the month following the determination of
FMRV, or in the event FMRV is less than Interim Rent, Landlord shall
issue a credit for the difference against Base Rent otherwise
payable on the first day of the month following determination of
FMRV.
41. RIGHT OF FIRST REFUSAL
A. Provided that no event of default shall have occurred and
be continuing, Tenant shall have a right of first refusal
for any space in the Building. If Landlord intends to
offer such space to a prospective tenant, Landlord shall,
prior to execution of a lease, first notify Tenant in
writing of the size and location of the space (hereafter
referred to as the "Additional Premises"). Tenant shall
have 10 days to notify Landlord in writing, of its
election to exercise its right of first refusal. If
Tenant fails to so notify Landlord or elects not to
exercise the right of first refusal, its right to lease
the Additional Premises shall terminate. If Tenant elects
to exercise its right of first refusal, Tenant shall be
obligated to lease the Additional Premises on the same
terms and conditions as this lease except Landlord shall
complete the premises substantially as required for the
Additional Expansion Space.
1. The Term shall commence as of the date Tenant
occupies such space and shall terminate upon
expiration or earlier termination of the Term
of this Lease;
2. Tenant's Pro Rata Share shall be recalculated
to include the number of rentable square feet
in the Additional Premises;
3. Tenant shall be provided parking equal to one
(1) parking space per 250 useable square feet
of the Additional Premises.
4. In the event the prospective lease is for a
term of five or more years and the offer is
received or made during the last two years of
the term of this Lease, Landlord shall notify
Tenant of such offer as herein required, and,
if Tenant desires to accept such offer, it
must likewise agree to extend the term of this
Lease for an additional option period. If no
such periods exist, Tenant shall have no
rights under this paragraph with respect to
such offer.
5. Tenant shall not have the right to sublet Such
Additional Space to the third party to whom
the Landlord offered the space for a period
for one (1) year after such offer.
B. This right of first refusal is not a continuing right.
Once Additional Premises is offered to Tenant and such
right is not exercised by Tenant then landlord shall have
no further obligation to offer such space to Tenant
during the Term.
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This Lease is executed as of the date first above written.
Subscribed and sworn before LANDLORD:
me this 1st of August
1989. -------------------------------
------------------------------ -------------------------------
Notary Public
ATTEST: By:
----------------------- ----------------------------
Its:
----------------------------
Subscribed and sworn before me TENANT:
this 12th of May
1989. -------------------------------
------------------------------ -------------------------------
Notary Public
ATTEST: By:
----------------------- ----------------------------
ATTEST: Its:
----------------------- ----------------------------
By:
----------------------------
Its:
----------------------------
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