LEASE AGREEMENT
THIS LEASE AGREEMENT (hereinafter called the "Lease"),
is made and entered into as of October 1, 1973, by and between
XXXX X. XXXXXX, an Individual (hereinafter called "Lessor") and
WANDERHOMES, INC., a California corporation (hereinafter called
"Lessee").
W I T N E S S E T H:
In consideration of the rents herein reserved and the
terms. covenants and conditions herein contained on the part of
Lessee to be paid, kept and performed, Lessor hereby losses and
demises to Lessee for the term of years herein specified the
real property situated in the City of Perris, County of
Riverside, State of California, and more particularly described
in Exhibit "A" attached hereto and incorporated herein by this
reference, together with the buildings and other Improvements
constructed thereon (said land, Improvements and buildings are
hereinafter sometimes collectively called the "Property").
TO HAVE AND TO HOLD the same unto Lessor, its
successors and assigns upon and subject to the forms, covenants,
agreements and conditions herein contained for the term herein
set forth or until sooner terminated pursuant to conditions
herein set forth or as provided by law.
ARTICLE I
TERM
----
1.1 Term. The term of this Lease shall, unless
sooner terminated or extended as herein provided, be for a
period of twenty five (25) years commencing on October 1, 1973
and ending on September 30, 1998.
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ARTICLE II
RENT
----
2.1 Rental. Lessee agrees to pay as rent for the
Property the total sum of ONE MILLION SEVEN HUNDRED FIFTEEN
THOUSAND DOLLARS ($1,715,000.00) for the full term hereof ,
payable at such place as may be designated by Lessor In writing
In lawful money of the United States of America, in equal
monthly installments of FIVE THOUSAND SEVEN HUNDRED AND SIXTEEN
DOLLARS AND 67/100, ($5,716.67), on the first day of each
calendar month during the term hereof, as said term is fixed in
Article I hereinabove.
2.2 Additional Rent. As additional rent the Lessee agrees
to pay to Lessor or such persons as may be designated by Lessor,
promptly as the same becomes due and payable, all real estate
taxes (and Lessee shall promptly reimburse Lessor for all
general and special assessments to be reimbursed by Lessee as
hereinafter provided to the extent such reimbursement shall be
required hereinbelow in this Subsection 2.2), levied upon or
assessed against the Property and/or any buildings, structures,
fixtures or Improvements now or hereafter located thereon, or
arising in respect of the occupancy, use or possession of the
Property, and which are assessed upon or become due and payable
or a lien upon the Property during the term of this Lease, and
the Lessee agrees to exhibit to the Lessor, on demand, receipts
evidencing payment of such taxes so payable by the Lessee to
others than Lessor. Lessor agrees to pay for all special and
general assessments (other than the real estate taxes required
to be paid by Lessee as hereinabove provided) which are levied
upon or assessed against the Property and/or any buildings,
structures, fixtures or Improvements now or hereafter located
thereon before such special or general assessments become
delinquent; provided, however. that Lessee shall reimburse
Lessor for the amount of each such special or general assessment
(regardless of the amount or manner in which Lessor shall be
obligated to pay the same) to the extent of 12% of the actual
cost or each such special or general assessment so assessed on a
per annum basis commencing on the date any such special or
general assessment shall become due and payable and continuing
thereafter until Lessee shall have fully reimbursed Lessor for
each such special or general assessment or until the term
(including
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any extensions thereof) of this Lease shall have expired,
whichever first occurs, it being understood and agreed that if
the term of this Lease (including any extensions thereof) shall
expire-before Lessor shall have been fully reimbursed on the
aforementioned 12% per annum basis that Lessee shall have no
further obligations to make any further reimbursement therefor
to Lessor hereunder. Any reimbursement by Lessee to Lessor
required to be made hereunder shall be made monthly and shall be
payable at the time and at the place that the rent reserved
hereunder is to be paid to Lessor by Lessee pursuant to Article
II hereinabove. Nothing contained in this Lease shall require
Lessee to pay any income tax, profits tax, excise tax or other
similar tax or charge that may be payable by or chargeable to
the Lessor under any present or future law of the United States
or by any state or political Subdivision thereof, nor shall
Lessee feel obligated to pay any inheritance, transfer, estate,
succession, or other similar tax or charge that may be payable
under any present or future law of the United States or under
any state or political subdivision thereof.
2.3 Contest of Taxes. Lessee may, in good faith
and in a lawful manner, contest the propriety or legality of'
any taxes required to be paid by Lessee hereunder by appropriate
legal proceedings and need not pay the same at the time,. and
the manner required in this Article, provided that such contest
shall be conducted at the sole cost and expense or r.cszcc (in
its own name or in the name or Lessor, or both, as Lessee deems
appropriate) and provided further that Lessee, before the same
shall become delinquent, shall, to the satisfaction of Lessor,
assure Lessor that such disputed taxes will be paid together
with any interest and penalties when and if finally adjudged to
be valid.
ARTICLE III
QUIET ENJOYMENT
----------------
3.1 Lessee's Quiet Enjoyment. If Lessee shall pay
the rent reserved under this Lease when the same shall become
due, and shall keep all covenants and agreements required by it
to be kept during the term of this Lease and shall perform all
of its other obligations hereunder, Lessor will not interfere
with the peaceable and quiet occupation and enjoyment of the
Property by Lessee, which occupation and enjoyment shall be
without hindrance, ejection or molestation by Lessor, provided
that Lessor and its agents may examine the Property at all
reasonable times. Lessor covenants that Lessor is seized of the
Property in fee simple and has full right to make this Lease,
and that Lessee shall have quiet and peaceable possession of the
Property during the term hereof and any extension thereof as
against lawful acts of third parties and as against the acts of
all parties claiming title to or a right to the possession of'
the Property.
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ARTICLE IV
USE OF THE PROPERTY
-------------------
4.1 Lessee's Use. The Property may be used by
Lessee for any lawful purposes whatsoever, including, but not
limited to, the purpose of manufacturing and assembling motor
homes, travel trailers, mobile homes and other recreational
vehicles and equipment and for general office and storage
facilities.
ARTICLE V
NET LEASE
----------
5.1 Net Lease. This Lease is a net lease, and the
rent and all other sums payable under this Lease to or on behalf
of Lessor shall (except as otherwise expressly provided) be paid
without notice or demand, and without abatement or suspension.
ARTICLE VI
LIENS AND EMCUMBRANCES
-----------------------
6.1 Lessor's Consent to Liens. Lessee shall have
no right, power or authority to bind the interests of Lessor in
the Property under any statute or statutes relating to mechanics
liens by contract for the furnishing of work, labor or material
and prior to the commencement of any construction, repair or
alteration work which Lessee may do by outside or Independent
contracts in or on the Property during the term of this Lease,
Lessee shall Indemnify Lessor against, in manner and form
reasonably satisfactory to Lessor, any such mechanics liens from
all persons, firms or corporations engaged by Lessee for any
such work or for furnishing any material for such work. In the
event that any notice of mechanics liens shall be filed or
given, Lessee shall, without delay, either cause
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the same to be released or discharged or cause proper
proceedings to be instituted to test the validity of the lien
claimed. During the pendency of such proceedings, Lessee shall
completely Indemnify Lessor, in manner and form reasonably
satisfactory to Lessor, against any such claim or lien and all
costs of such proceedings wherein the validity of any such lien
is contested by Lessee, and during. the pendency of said
proceedings, such lien may continue until disposition or said
proceedings, and after disposition thereof, Lessee will cause
said lien to be released or discharged.
6.2 No Lessee Liens. Except as otherwise
expressly permitted hereunder, Lessee will not create any liens
(including liens of mechanics, laborers, or materialmen for
work, labor, services or materials done or furnished or alleged
to have been done or furnished with respect to the Property by
or on behalf of Lessee), encumbrances or other charges upon the
Property or any part thereof or upon the net rents or additional
rents payable hereunder.
ARTICLE VII
ASSIGNMENT AND SUBLETTIIIG
--------------------------
7.1 Lessee Assignment. Lessee may, without the
consent of Lessor, assign this Lease at any time-, and this
right of assignment shall be a continuing right which shall not
be exhausted by one or more exercises of the right. No such
assignment or assignments shall in any was afftect the rights,
duties and privileges of Lessor or Lessee as between themselves,
nor shall such assignment or assignments affect nay of the terms
of procvisions of this Lease, but each such assignment or
assignmetns shall be subject to all of the terms of this Lease.
Lessor's acceptance of rent from Lessee's assignee shall not
relieve Lessee of any obligation under this Lease except to the
to the extent of the amount of rent received.
Lessee may, without the consent of Lessor, at any time
sublet for any lawful purpose or purposes all or any portion of
the Property for all or any part of the term of this Lease. In
such sublease, Lessee may grant to the sublessee all or part of
any of the rights and privileges of Lessee with reference to the
use of the Property or any part thereof. This right of Lessee
to sublet shall be a
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continuing right which shall not be exhausted by one or more
exercise of the same. No subletting shall, in any way, affect
the rights, duties or privileges of Lessor or Lessee an between
themselves, nor shall it affect any of the terms or provision of
this Lease, but each such sublease shall be subject to all of
the terms of this Lease. Lessor's acceptance of rent from a
sublessee shall not relieve Lessee from any obligation under
this Lease except to the extent or the amount of rent received.
7.2 Lessee's Mortgages. Lessee shall at all times
have the right to encumber by mortgage or deed of trust, or
other proper instrument in the nature thereof, as security for
actual indebtedness its right to use and occupy the Property,
together with its right and interest in and to any building and
improvements on the Property and any other property so affixed
to said land or buildings as to be a part thereof. However, any
and all such encumbrances shall at all times be inferior and
subject to the prior right, title and interest of Lessor (and to
any mortgagee of Lessor) herein. Any sublessee shall also (if
permitted by its sublease with Lessee) have the right to
encumber by mortgage or deed of trust, or other proper
instrument in the nature thereof, as security for actual
indebtedness its right to use and occupy the subleased premises,
together with its right and interest in and to any building and
Improvements on the subleased premises and any other property so
affixed to land or buildings as to be a part thereof. However,
any and all such encumbrances shall at all times be inferior and
subject to the prior rlght, title and interest of Lessor (and to
any mortgagee of Lessor) herein.
ARTICLE VIII
INSURANCE
----------
8.1 Satisfactory Insurers. All insurance provided
for in this Article VIII shall be effected by Lessee, at its
sole cost and expense, under a valid and enforceable policy or
policies issued by insurers of recognized responsilibity.
8.2 Customary Insurance. Lessee agrees that, at
its own expense but for the mutual benefit of Lessor and Lessee
as their interests may appear, it will keep or cause to be kept
adequately :insured by financially sound and reputable insurers
all buildings, improvements, fixtures and equipment located or
situated on the Property and all property therein of a character
usually insured by
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corporations engaged in the same or similar business as Lessee,
against loss or damage in amounts customarily insured against by
such corporations, and that it will carry such other insurance
as is usually carried by such other corporations, and such
insurance against liability on account of damaged persons or
property as is usually carried by corporations similarly
situated and operating like properties, and as may be required
by law, and upon request by Lessor furnish to Lessor
certificates from insurance carriers that such insurance is in
effect, and Lessee will do so throughout the term of this Lease.
ARTICLE IX
INDEMNIFICATION
----------------
9.1 Lessee Indemnification. Lessee covenants and
agrees that it will protect and save and keep Lessor safe,
harmless and indemnified from and against the default or damage
or charges Imposed upon the Property during the term or and this
Lease for any violation of any laws or ordinances agrees to
comply with all said ordinances and regulations, and the Lessee
will, at all times, protect, indemnify, save and keep harmless
Lessor from and against any accident or other occurrence on or
about the Propcrty during the term of this Lease causing injury
to any person whomsoever which is due directly or indirectly to
the use of the Property by Lessee and not to the acts or
negligence of Lessor and will protect, indemnify, save and keep
harmless Lessor from and against any and all claims and from and
against any and all laws, costs, damage or expense arising out
of any failure of Lessee in any respect to comply with and
perform-m all of the requirements and provisions hereof.
ARTICLE X
REPAIR AND MAINTENANCE OF THE PROPERTY
---------------------------------------
10.1 Condition of Property at Commencement.
Lessor represents, warrants and covenants that at the
commencement of the term of this Lease the Property will conform
to all applicable laws, ordinances and regulations. Lessor
hereby agrees to correct any defect in original structure and
air conditioning equipment installed therein, which shall appear
within one year after the commencement date of this Lease.
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10.2 Lessor Repairs. Except as hereinabove
provided, Lessor shall not be required to furnish any services
or facilities or to make any repairs or alterations to the
Property throughout the term hereof, and shall have no
obligation whatever to Lessee except as expressly provided in
this Lease.
10.3 Lessee Repair. Lessee will, at its sole cost
and expense, take good care of the Property and every part
thereof including the sidewalks and passageways on or adjacent
thereto), and the equipment, fixtures and machinery) thereon or
used In connection therewith, are kept the same in good order
and condition except for ordinary wear and tear, and make all
necessary repairs to the Property, interior and exterior.
Lessee will not do, permit or suffer any waste, damages,
disfigurement or injury to or upon the Property or any part
thereof. When used in this Article X, the term "repairs"
includes replacements or renewals when necessary, and all such
repairs made by Lessee shall be equal in quality to the original
work.
10.4 Title to Improvenents. Subject to the
provisions of Subsection 10.5, all alterations, changes,
additions, repairs and improvements to the Property, and the
improvements located thereon at any time, are and shall become a
part of the realty and the property of Lessor.
10.5 Removal of Property by Lessee. Lessee may
install, place or erect upon the Property, any machinery,
equipment, signs, .furniture, trade fixtures or other personal
property, and all such personal property (but not property which
is or shall become the property of Lessor pursuant to Subsection
10.4) installed, placed or erected on the Property by Lessee,
whether or not attached to the Property, may be removed by
Lessee at the expiration or earlier termination of the term of
this Lease or at any time prior thereto, and all such property
shall be and remain the property of the owner thereof and shall
not become the property of Lessor; provided, that in removing
any such property, Lessee shall repair all damage caused by such
removal and restore the Property to good condition.
10.6 Repair Waiver. Lessee hereby expressly
waives the right to make repairs at the expense of Lessor as
provided for in Sections 1941 and 1942 of the Civil Code of the
State of California or in any other statute or law in effect at
the time of the execution of this Lease or which may be
hereafter enacted. Except as expressly herein provided, Lessor
shall not be required to rebuild any improvements on the
Property or make any repairs, replacements or renewal, of any
nature or description to the Property or any improvement
thereon, whether ordinary or extraordinary; structural or non-
structural, foreseen or unforeseen, or to make any expenditure
whatever in connection with this Lease or to maintain the
Property in any way.
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ARTICLE XI
ALTERATIONS AND ADDITIONS
--------------------------
11.1 Additions by Lessee. Lessee may, at its sole
cost and expense, make additions to, alterations of and
improvements to the Property. Lessee may similarly make
substitutions and replacements for, and removals from, said
Improvements, provided, that (i) the total market value and
usefulness of the Property shall not be lessened by reason of
any such alteration, addition, substitution, replacement,
removal or improvement, (ii) any of the foregoing actions shall
be done in a good and workmanlike manner, and (iii) all such
additions, alterations, substitutions, replacements, removals
and Improvements shall be expeditiously completed in compliance
with all laws, ordinances, orders, rules, regulations and
requirements applicable thereto. All work done in connection
with such additions, alterations, substitutions, replacements,
removals or improvements shall be done in accordance with the
orders, rules, and regulations of the National Board or Fire
Underwriters, or any other body exercising similar function.
Lessee shall promptly pay for all such additions, alterations,
placements, removals and improvements to the Property, shall
discharge any and all liens filed against the Property arising
out of such additions, alterations, substitutions, replacements,
removals or Improvements, and upon such written request of
Lessor shall deposit with Lessor a surety bond or other security
satisfactory to Lessor to insure the completion of any such
additions, alterations, substitutions, removals or improvements.
Lessor shall procure and pay for all required permits and
licenses in connection with such additions, alterations,
substitutions, replacements, removals or improvements.
11.2 Notice to Lessor. Lessee shall give notice
to Lessor before commencing any "work, or improvements," as
defined in Section 1182 of the California Code of Civil
Procedure, under any provision of this Lease and shall serve or
post any notices necessary to hold Lessor harmless, or which in
the reasonable opinion of Lessor shall be necessary to hold
Lessor harmless, from any claim or liability arising out of work
done on the Property.
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ARTICLE XII
INSPECTION OF PREMISES
----------------------
12.1 Right of Inspection. Lessee will permit
Lessor and any authorized representative of Lessor, subject to
any applicable governmental security regulations, to enter the
Property at reasonable times during usual business hours for the
purpose of inspecting the same and making any necessary repairs
to the Property and performing any work thereon that may be
necessary to comply with any laws, ordinances, orders, rules,
regulations or requirements of any public authority or of the
National Board of Fire Underwriters or any similar body, or that
Lessor may deem necessary to prevent waste or deterioration of
the Property. Nothing herein shall imply any duty upon the part
of Lessor to do, or pay for, any work which under any provision
of this Lease Lessee is required to perform, and the occurrence
thereof by Lessor, in the event Lessee does not perform the same
after demand, not constitute a waiver of default in failing to
perform the same. During the progress of any work on the
Property, Lessor may keep and store thereon, all necessary
materials, tools and equipment. Lessor shall not be liable for
inconvenience, annoyance, disturbance, loss of business, or
other damage to Lessee by reason of the making of repairs or the
performance of any work on the Property, or by reason of
bringing materials, supplies or equipment into or through the
Property, and the obligations of Lessee under this Lease shall
not thereby be affected in any manner whatever.
ARTICLE XIII
UTILITY CHARGES
----------------
13.1 Payment of Utility Charges. Lessee will pay
all charges for gas, water, steam, electricity, light, heat,
power and telephone and other utility and communication services
used, rendered or supplied upon or in connection with the
Property, and will pay, and protect, defend and indemnify Lessor
and save it harmless from and against any liability or damages
on any such account. Lessor shall not be required to pay any
such charge.
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ARTICLE XIV
PARTIAL DESTRUCTION
-------------------
14.1 Destruction of Property. In the event of (a)
a partial destruction of the Property or the Improvements
thereon during the term of this Lease which requires repairs to
the Property or the Improvements thereon, or (b) said Property
or the improvements thereon being declared unsafe or unfit for
occupancy by any authorized public authority for any reason
other than Lessee's act, use or occupation, which declaration
requires repairs to either the Property or the Improvements
thereon, Lessor shall forthwith make such repairs required,
provided such repairs can be made within one hundred twenty
(120) days under the laws and regulations of authorized public
authorities, but such partial destruction (including any
destruction necessary in order to make repairs required by any
such declaration) shall in no wise annul or void this Lease,
except that Lessee shall be entitled to a proportionate
reduction of the rent payable under the Lease while such repairs
are being made, such proportionate reduction to be based upon
the extent to which the making of such repairs shall interfere
with the business carried on by Lessee in said premises. If
such repairs are not made within one hundred twenty (120) days,
this Lease may be terminated at the option of Lessee. In
respect to any partial destruction (including any destruction
necessary in order to make repairs required by any such
declaration) which Lessor is obligated to repair under the terms
of this Subsection, the provision of Section 1932, Subdivision
(2), and Section 1933, Subdivision (4) of the Civil Code of the
State of California are hereby waived by Lessee. In the event
the said destruction or damage is substantial (which destruction
shall be deemed to be substantial if repairs thereof cannot be
made within one hundred twenty (120) days) or such destruction
is total (including any destruction required by any authorized
public authority) then in either of such events this Lease shall
terminate.
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ARTICLE XV
CONDEMNATION
------------
15.1 Condemnation Award. In the event the
Property or any part thereof shall be condemned and taken by
eminent domain, the Lease shall terminate as to the part taken,
and all and any award or compensation arising from such
condemnation shall be paid and belong to Lessor except any award
for damage to fixtures and equipment of Lessee, which latter
award shall belong to Lessee, and there shall be an abatement in
rent payable after the actual taking and during the balance of
the term hereof in the fair proportion under all the
circumstances that the part taken bears to the entire Property.
If such condemnation or taking results in the taking of more
than ten percent (10%) of the mound floor area of the building
on the Property, or more than ten percent (10%) of the area of
the land accompanying the Property not occupied by building,
then Tenant may by notice within ten (10) days after possession
has been taken by the condemning authority terminate this Lease.
In the event Lessee does not terminate, then Lessor shall at its
sole expense restore and reconstruct the building and other
Improvements situated on the Property to the extent necessary to
make the same reasonably tenantable and suitable for the
purposes for which the same are then being used by Lessee.
ARTICLE XVI
TITLE SUBORDINATION
-------------------
16.1 Subordination and Non-Disturbance. This Lease
is subject and subordinate to any first mortgage, and all
renewals, modifications, consolidations, replacements and
extensions thereof, which may hereafter affect the Property or
any portion thereof provided that any such mortgage should he
made in connection with a loan from an insurance company,
savings bank or trust company, and provided further that it is a
condition of such subordination that such mortgage shall contain
a covenant binding upon the holder thereof to the effect that as
long as Lessee shall not be in default under this Lease, or, if
Lessee is in such default, as long as Lessee's time to cure such
default shall not have expired, the term of this Lease shall not
be terminated in any respect whatsoever nor the rights of Lessee
hereunder or its occupancy of the Property be affected in any
way should such mortgage be foreclosed or any other action be
instituted in connection with such mortgage, and that Lessor
shall not be named as a defendant in any foreclosure action or
proceeding which may be instituted by the holder of such
mortgage.
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ARTICLE XVII
CONDITIONAL LIMITATIONS - DEFAULT PROVISIONS
--------------------------------------------
17.1 Holding Over. If Lessee holds over or
remains in the possession or occupancy of the Property hereby
leased after the expiration of the term of this Lease or after
any sooner termination thereof, without any written lease of the
Property being actually made and entered into between Lessor and
Lessee, or any option hereinafter contained being exercised,
such holding over or continued possession or occupancy shall not
be deemed or held to operate as any renewal or extension of this
Lease, but shall, if rent is paid by Lessee, create a tenancy
from month to month at the rental hereinbefore specified in
Article II, which may at any time be terminated by either Lessor
or Lessee giving to the other one month's notice of such
intention to terminate the same, which notice shall be effective
as of the date on which the next regular monthly rental payment
becomes due.
17.2 Notice of Default for Failure to Pay Rent.
In the event Lessee shall default In the payment of rent herein
reserved when due, Lessor shall give notice of such default to
Lessee, and if Lessee shall fail to cure such default within 15
days after the date of receipt of such notice Lessor may at its
option terminate this Lease.
17.3 Notice of Other Default. If Lessee shall be
in default in performing any of the terms or provision of this
Lease other than the provision requiring the payment of rent,
and if Lessor shall give to Lessee notice of such default and if
Lessee shall fail to cure such default within 15 days after the
date of receipt of such notice, or if the default is of such a
character as to require more than 15 days to cure, then if
Lessee shall fail to use reasonable diligence in commencing to
cure and in curing such default, Lessor may at its option
terminate this Lease. In the event the Lessor exercises its
option under this Subsection 17.1 or under Subsection 17.2,
Lessor shall have the right of re-entry and may remove all
persons and property from the Property, or such property may be
removed and stored in a public warehouse at the cost of and for
the account of Lessee.
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17.4 Notice of Default of Lessor. In case default
shall be made in the performance of any covenant or agreement
herein contained on the part of Lessor, and said default shall
continue for 15 days after receipt by Lessor of notice thereof,
given by Lessee, then no rent shall accrue or be or become
payable under this Lease for such time as such default shall
continue after the expiration of said 15-day period and Lessee,
at its option, at any time during. the continuance of such
default after the expiration of said 15-day period, may declare
said term ended and may vacate the Property and be relieved from
all further obligations under this Lease, or Lessee may, at its
option, at any time during the continuance of such default after
the expiration of said 15-day period, pay any sum necessary to
perform any obligation of Lessor hereunder and deduct the cost
thereof, with interest, from the rents then due and thereafter
to become due hereunder. The performance of each and every
agreement herein contained on the part of Lessor shall be a
condition precedent to the right of Lessor to collect rent
hereunder or to enforce this Lease as against Lessee. Lessee's
remedies hereunder are In addition to any which may be permitted
by law.
17.5 Notice to Lessor's Mortgagee.
Notwithstanding any provision of Subsection 17.4, Lessee shall
not exercise any right there in to declare the term of this
Lease ended until Lessee shall have first given 15 days written
notice of any such default of Lessor to any beneficiary of a
deed of trust or mortgagee of a mortgage covering the Property
and such beneficiary or mortgagee failed to cure such default of
Lessor within a 15-day period after such notice to said
beneficiary or mortgagee. Lessor hereby grants to said
beneficiary or mortgagee the right to enter onto the Property
for the purpose of curing any such default; provided, however,
that the provision of this Subsection 17.5 shall be inapplicable
to any such beneficiary or mortgagee with respect to which
Lessee shall not have theretofore been notified of by Lessor as
to being entitled to receive notice hereunder.
ARTICLE XVIII
SURRENDER
------------
18.1 Upon the expiration or sooner termination of
this Lease as to all or a portion of the Property, Lessee shall
peaceably and quietly leave, yield up and surrender possession
of the Property to Lessor in good order, repair and condition,
reasonable wear and tear excepted. Lessee shall remove from the
Property within a reasonable time after such expiration all
property situated thereon which its sole cost is not owned by
Lessor, and Lessee shall at and at its sole cost and expense-
repair any damage caused by such removal. Any property not so
removed shall become the property of Lessor.
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ARTICLE XIX
LESSEE'S OPTION TO EXTEND
--------------------------
19.1 Lessee's Ten Year Option. Lessee shall have
an option to extend the term of this Lease from the date upon
which it would otherwise expire upon the same terms and
conditions as those herein specified for a period of ten (10)
additional years. If Lessee elects to exercise such option, it
shall do so by giving Lessor written notice of such election at
least six (6) months before the beginning of the additional
period for which the term hereof is to be extended by the
exercise of such option. If Lessee gives such notice, the term
of this Lease shall be automatically extended for the additional
ten (10) year period without execution of an extension or
renewal lease.
ARTICLE XX
NOTICES
----------
20.1 Form of Notice. All notices, approvals,
demands, consents, offers, rejections and requests which. may or
are required to be given by either party to the other shall be
in writing . All notices, approvals, demands, consents, offers,
rejections and requests by Lessor to Lessee shall be served
personally or sent by United States certified mail, postage
prepaid, addressed to Lessee at 1516 LTV Tower, Xxxxxx, Xxxxx
00000, or at such other place as Lessee may from time to time
designate in a written notice to Lessor. All notices,
approvals, demands, consents, offers, rejections and requests by
Lessee to Lessor shall be served personally or sent by United
States certified mail, postage prepaid, addressed to Lessor at
0000 Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx, or at such other place as
Lessor may from time to time designate in a written notice to
Lessee. Notices, approvals, demands, consents, offers,
rejections and requests which shall be sent to Lessor or Lessee
by mail in the manner aforesaid shall be deemed sufficiently
served and given when deposited in any post office or branch
post office regularly maintained by the United States
Government.
15
ARTICLE XXI
MISCELLANEOUS
--------------
21.1 Caption. The captions to the Articles of this
Lease have been inserted for convenient reference only and shall
not be construed as modifying, amending, or affecting in any way
the express provisions hereof.
21.2 Certain Definitions. The term "person" when
used in this Lease means any individual corporation,
partnership, firm, trust. joint venture, business association,
syndicate, organization or any other person or entity. The term
"year" when used in this Lease means a period or 12 consecutive
calendar months. All references in this Lease to particular
Articles or Sections are references to Articles or Sections of
this Lease, except as otherwise stated.
21.3 Lease Binding. All covenants, agreements,
provisions and conditions of this Lease shall be binding upon
and inure to the benefit of the parties hereto and to their
respective heirs, devisees, executors, administrators,
successors in interests and assigns and grantees or the parties
hereto, and shall be deemed to run with the land.
21.4 Governing Laws. This Lease shall be governed
by, construed and enforced In accordance with the laws of the
State of California.
21.5 Waiver of Performance. One or more waivers of
any covenant, term or condition of this Lease by either party
shall not be construed as a waiver of a subsequent breach of the
same or any other covenant, term or condition; nor shall any
delay or omission by either party to seek a remedy for any
breach of this Lease or to exercise a right accruing to such
party by reason of such breach be deemed a waiver by such party
of its remedies or rights with respect to such breach. The
consent or approval by either party to or of any act by the
other party requiring such consent or approval shall not be
deemed to waive or render unnecessary consent to or approval of
any similar act.
16
IN WITNESS WHEREOF, Lessor and Lessee have respectively
caused these presents to be executed as of this 1st day of
June, 1973.
__________________________________
Xxxx X. Xxxxxx
WANDERHOMES, INC.
By:_______________________________
Lessee
STATE OF )
)
COUNTY OF )
BEFORE ME, the. undersigned, a Notary Public in and for
said County and State, on this day personally appeared XXXX X.
XXXXXX, known to me to be the person whose name is subscribed to
the foregoing Instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the
__________of _______________, 1973.
Notary Public in and for
County,
STATE OF )
)
COUNTY OF )
BEFORE ME, the. undersigned, a Notary Public in and for
said County and State, on this day personally appeared
__________________________ _________________________, known to
me to be the person whose name is subscribed to the foregoing
Instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ________ of
_________________, 1973.
_____________________________
Notary Public in and for
County,
17
E X I B I T "A"
---------------
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER IN SECTION 00, XXXXXXXX 0 XXXXX, XXXXX 0
XXXX XXX XXXXXXXXXX XXXXX AND MERIDIAN, RESERVING THEREFROM
A 15 FOOT EASEMENT ALONG THE NORTH SIDE AND ALONG THE EAST
SIDE OF SUBJECT PROPERTY FOR PUBLIC UTILITY AND ROAD
PURPOSES, AND OTHER USES, WITH THE RIGHT TO GRANT SAID
EASMENT TO OTHERS.
18
November 15, 1973
Temtex Leisure Products
of California, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx
Gentlemen:
Effective October 1 1973, Temtex Leisure Products of
California., Inc. ("TPLC") sold a manufacturing facility (the
"Facility") to the undersigned. Concurrently with such sale,
TLPC entered into a Lease Agreement (the "Lease") with the
undersigned., under which TLPC agreed to lease the Facility from
the undersigned for a period of 25 years commencing October 1.
1973, at a monthly rental of $5,716.67. Subsequent to the
execution of the Lease, TLPC and the undersigned agreed,
(because of the contribution by TLPC of various leasehold
improvements to the Facility which were not contemplated by our
original agreement, which improvements will become a part of the
Facility and will inure to my benefit and because of oth6r
consideration received by the undersigned from TLPC, the receipt
and sufficiency of which are. hereby acknowledged), that the
monthly rental payments under the Lease would be reduced,,
effective November 1, 1973, to $5,375.00. Therefore, please be
advised that this letter will confirm our understanding and
agreement that effective November 1. 1973, TLPC shall be
obligated to pay the undersigned as rental payments under the
Lease the sum of $5,375.00 per month and not the sum of
$5,716.67 as specified in the Lease.
Notwithstanding the foregoing, it is understood and agreed
that in the event that the Bank of America (which has financed
the undersigned's purchase of the Facility and to whom the
undersigned has assigned -the Lease as additional security for
the payment of loans made by Bank of America to the undersigned
in connection therewith) or any successor or assign of such
Bank's rights as the undersigned's mortgagee, shall notify TLPC
that it has elected, under the terms of the undersigned's
financing arrangements with such Bank, to receive rental
payments directly from TLPC., TLPC shall thereupon pay directly
to such bank the amount of the monthly rentals specified in the
Lease ($5,3716.67); and thereupon the undersigned will reimburse
TLPC to the extent of $341.67 per month, which represents the
difference between the amount set forth in the Lease and the
amount herein specified as the obligation of TLPC thereunder.
It is further understood and agreed that the undersigned has
agreed and does hereby agree to indemnify TLPC from and against
all damages which TLPC may sustain by reason of having to pay
the Bank of America or its successors and assigns the amount of
rental payments under the Lease which exceeds the amount
specified as the obligation of TLPC herein.
The agreements evidenced by this letter shall inure to and
be binding upon the heirs and personal representatives of the
undersigned and the successors and assigns of TLPC.
_____________________________
XXXX X. XXXXXX
19
Temtex Leisure Products of California, Inc. hereby
acknowledges and agrees that the foregoing represents the
agreement between TLPC and Xxxx X. Xxxxxx with respect to the
modification of the aforementioned Lease.
TEMTEX LEISURE PRODUCTS OF CALIFORNIA, INC.
______________________________________
20
