NORTH CAROLINA
LEASE
CATAWBA COUNTY
THIS LEASE AGREEMENT, made and entered into this 15 day of June, 1999, by
and between XXXXX X. XXXXXX, XX., a resident of Guilford County, North Carolina,
(hereinafter called "Landlord") and QUAKER FABRIC CORPORATION OF FALL RIVER, 000
Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called "Tenant").
W I T N E S S E T H:
That in consideration of the mutual covenants hereinafter contained, the
parties hereto agree as follows:
The Landlord hereby leases to the Tenant, and the Tenant hereby leases
from the Landlord, a portion of the property located at 1270 25th St. Place
S.E., Hickory, North Carolina, known as the Resource Center (herein the
"Complex") being further identified as Unit E, containing approximately 2,354
square feet (includes Tenant's share of common area allocation) of the building
consisting of the Resource Center. The Tenant's usable area (exclusive of common
areas) is more particularly described on the attached Exhibit "A" (the
"Premises").
ARTICLE 1
TERM
1.1 Term. Unless changed or sooner canceled or terminated as provided for
herein, the term hereof shall be for the period of five (5) years beginning on
July 1, 1999 (Beginning Date) and ending on June 30, 2004.
1.2 Option. Landlord hereby grants Tenant an option to extend the term of
this lease for five (5) additional years (July 1, 2004 to June 30, 2009) upon
the same terms and conditions except Base Rent for such option term shall be
Three Thousand One Hundred Thirty-nine and No/100 Dollars ($3,139.00) per month
($37,668.00) per annum, herein "Annual Rent" if this option is made applicable);
provided, however, this Option shall not be effective if Tenant defaults under
any lease provision which default is not timely cured within the time herein
provided or if Tenant fails to notify Landlord in writing of its exercise of
this option at least one hundred twenty (120) days prior to the expiration of
the original term.
ARTICLE 2
POSSESSION
If for any cause beyond Landlord's control Landlord shall be unable to
give Tenant possession of the premises on the date provided herein for the
beginning of the term hereof, all rights and remedies of both Landlord and
Tenant hereunder shall be suspended until possession can be delivered.
The premises shall be delivered to Tenant by Landlord "As Is". No further
improvements shall be required to be made by Landlord unless otherwise provided
herein.
The Premises are currently under reconstruction with anticipated occupancy on
the Beginning Date. Landlord will provide the Premises in the condition
hereinafter specified with additional up fitting to be by Tenant at its expense:
1. 2x2 lay-in white standard ceilings installed.
2. Tenant demising walls ready for paint or wall covering to be
provided by Tenant.
3. 400 amp service to the Premises, together with separate meter.
4. HVAC system installed with main trunk lines in place, extension to
individual rooms or offices is responsibility of Tenant.
ARTICLE 3
EXAMINATION OF PREMISES
Upon commencement of the term hereof, Tenant shall examine the premises
before taking possession; and Tenant's entry into possession shall constitute
evidence that as of the date thereof the premises were in good order and
satisfactory condition, unless Tenant notifies Landlord in writing within thirty
(30) days of the commencement of the term of any particular problems with the
premises that are the Landlord"s responsibility in accordance with the terms
hereof.
ARTICLE 4
LIENS
Should mechanics', materialmen's or other liens or claims thereof, be
filed against the premises by reason of Tenant's acts or omissions or because of
a claim against Tenant, Tenant shall cause the lien to be canceled and
discharged of record by bond or otherwise within ten (10) days after receipt of
notice from Landlord. Should Tenant fail to cause such lien to be so discharged
or bonded, Tenant shall be in
default hereunder; and Landlord may exercise any or all remedies available to
Landlord pursuant to this lease, or in lieu thereof, Landlord may at its option
discharge the same by paying the amount claimed to be due, and Tenant shall pay
to Landlord on demand the amount so paid and all costs and expenses incurred by
Landlord including reasonable attorney's fees in processing such discharge.
ARTICLE 5
PROVISIONS FOR RENT
5.1 Base Rent. Tenant shall pay to Landlord as Base Rent for the premises,
in monthly installments in advance upon the Beginning Date and upon the first
day of each calendar month thereafter during the term of this Agreement the
following sums:
From the Beginning Date for the 60 months of the term of this lease
$2,452.08 per month ($29,424.96 per annum, herein "Annual Rent");
Said rent shall be payable without demand. Tenant shall pay such rent to
Landlord at its offices in the Complex or at such other place as Landlord may
from time to time direct. In the event that the Beginning Date is other than the
first day of a calendar month, then the monthly rent for such period less than a
full month shall be prorated and payable along with the first full month's rent
on or before the Beginning Date.
Rent during any option term, if applicable, shall be as provided in
Article I of this lease.
5.2 Additional Rent.
(a) Landlord shall pay all real estate taxes, assessments and other
governmental levies against the Complex (hereinafter referred to as "Real Estate
Taxes") except as hereinafter provided. Commencing with the first calendar year
following the year 2000 (2000 being hereinafter referred to as the "Base Year"),
if the amount of the real estate taxes levied or assessed against the Complex
shall exceed the real estate taxes assessed in the Base Year, Tenant shall pay
as additional rent that portion of such excess which is equal to the product
obtained by multiplying said excess by a fraction, the numerator of which shall
be the number of Square Feet in the demised premises and the denominator of
which shall be the number of square feet leasable in the Buildings included in
the tax listing.
(b) Landlord shall pay the premium required to maintain a
satisfactory fire policy, with extended coverage endorsement, on the Complex
which includes the Premises as required by Article 26. Commencing in the first
calendar year of this Lease Agreement after the calendar year 2000 (2000
hereinafter referred to as the "Base Year"), if the amount of the annual premium
for such coverage shall exceed the annual premium for the Base Year, Tenant
shall pay as additional rent that portion of such excess which is equal to the
product obtained by multiplying said excess by a fraction, the numerator of
which shall be the number of Square Feet in the Premises leased to Tenant and
the denominator of which shall be the number of square feet leasable in the
Complex covered by the policy that includes the Premises leased to Tenant.
(c) In any calendar year that the tenancy of the Tenant is for less
than the full calendar year, the additional rent due under Article 5.2(a) and or
(b) hereof shall be adjusted and prorated so that the Tenant's share of said sum
shall bear the same percentage that the period less than the full calendar year
bears to the full calendar year.
(d) Such additional rent due under Article 5.2(a) and or (b) shall
be due and payable immediately on demand.
ARTICLE 6
USE OF PREMISES
The Premises are to be used and occupied by Tenant solely for the
operation of a fabric showroom and offices incident thereto. Tenant will not use
or permit, or suffer the use of, the Premises for any other business or purpose.
Tenant shall conduct its business upon the Premises under the name or trade name
of Tenant or any of its duly licensed and authorized trade name(s) and under no
other name except such as Landlord shall approve in writing.
ARTICLE 7
OPERATION OF BUSINESS
(a) Tenant, at all times, shall fully and promptly comply with all laws,
ordinances, orders and regulations of any governmental authority having
jurisdiction of the Premises, including but not limited to, such as shall relate
to the character, and manner of operation of the business conducted in or at the
Premises. Tenant shall abide by, obey, and comply with all rules and regulations
which from time to time may be promulgated by Landlord with regard to the
activities of the businesses in the Complex insofar as said rules and
regulations pertain to the disposal of trash, delivery of equipment and
supplies, signage, employee parking, and, in general, the general welfare of all
the businesses in the Complex. Landlord shall use its best efforts to enforce
these same rules upon all other tenants in the Complex.
(b) Tenant shall conduct and operate its business in a manner in keeping
with the dignity and reputation of the Complex and shall make all reasonable
effort to work harmoniously with the other tenants in the Complex and without
limiting the generality of the foregoing, Tenant shall not permit, allow, or
cause any public or private auction sales to be conducted in or at the Premises
or the adoption or use of
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any sales promotion device or practice that shall tend to mislead or deceive the
public or which directly or indirectly would tend to detract from or impair the
reputation or dignity of said business, the Premises, the Complex, or the
general reputation or dignity of the business of others conducted in the
Complex. Landlord shall use its best efforts to enforce these same rules upon
all other tenants in the Complex.
ARTICLE 8
CARE OF PREMISES AND TRASH REMOVAL
(a) Tenant shall not permit, allow, or cause any act or deed to be
performed or any practice to be adopted or followed in or about the Premises
which would cause or be likely to cause any injury or damage to any person or
the Premises or the Complex. Tenant shall not permit, allow or cause any
noxious, disturbing or offensive odors, fumes, lights or gases, or any smoke,
dust, steam or vapors, or any loud or disturbing noise, sound or vibrations to
originate in order to be emitted from the Premises. Tenant, at all times, shall
keep the Premises in a neat and orderly condition and shall keep the entryways
and delivery areas adjoining the Premises clean and free from rubbish and dirt.
Tenant shall keep the Premises clean and free of rodents, bugs and vermin.
Tenant shall not use or permit the use of any portion of the Premises as
sleeping or living quarters or as lodging rooms, or use the same for any illegal
purposes. Tenant shall not permit, allow or cause the sinks, toilets, or urinals
in the Premises to be used for any purpose except that for which they were
designed and installed. Tenant shall maintain the windows in a clean, neat and
orderly condition, and shall keep the glass thereof clean, and shall store all
trash, rubbish and garbage within the Premises until such time as same is
properly disposed of in accordance with applicable laws, rules and regulations.
Tenant shall keep the Premises sufficiently heated to prevent freezing of water
in pipes and fixtures. Landlord shall use its best efforts to enforce these same
rules upon all other tenants in the Complex.
(b) Tenant either through the use of such facilities therefore as may be
available to other tenants in the Complex, or otherwise, shall provide for the
prompt and regular removal thereof for disposal outside the area of the Complex
of all trash, waste, rubbish or garbage and Tenant shall not burn or otherwise
dispose of any trash, waste, rubbish or garbage in or about the Premises of the
Complex. Tenant shall pay at its sole cost and expense all charges for the
removal of and storage of any trash, waste, rubbish or garbage attributable to
the Premises. However, in the event Landlord elects to provide facilities for
trash removal and storage, Tenant agrees to utilize said facilities under rules
and regulations designated by Landlord, and if the cost of such services shall
be billed to Landlord and are not separately allocated to the Tenant, the amount
thereof shall be reasonably pro rated with Tenant's share being based on the
relationship between the square footage of the Premises to the total square
footage available for lease in the Complex; and Tenant shall pay the Landlord
upon demand as additional rental hereunder its prorata share, calculated as
indicated, of such cost.
ARTICLE 9
INSTALLATION AND REMOVAL OF TRADE FIXTURES
Tenant shall not install in or about the Premises any interior or exterior
lighting or plumbing fixtures, steps, partitions, walls, fences, shades, or
awnings, or make any structural changes or alterations in or to any part of the
Premises or penetrate the floor slab of the Premises without the prior written
consent of Landlord. All trade fixtures used in the Premises supplied and
installed at the sole cost and expense of Tenant shall at all times be and
remain in the property of Tenant, and the latter shall have the right to remove
the same from the Premises at any time during the term hereof, provided that
Tenant, at its sole cost and expense, shall repair or reimburse Landlord for the
cost of repairing any and all damage to the Premises resulting from the removal
thereof; provided, further, that if Tenant does not remove the same prior to the
termination of the term hereof, Landlord may, at its election at any time after
the termination of the term hereof remove all or any part of said trade fixtures
from the Premises and store the same or remove all or part thereof and dispose
of the same in any manner Landlord may see fit, all at Tenant's expense. The
provisions of the foregoing sentence, however, shall not apply in any manner to
any fixtures installed as part of Tenant's work or in replacement or repair
thereof which has been approved by Landlord as herein required. Notwithstanding
the foregoing, Tenant reserves the right to remove the can lighting; however,
the track shall remain.
ARTICLE 10
MOVING OF HEAVY OBJECTS AND USE OF Premises FOR STORAGE
Tenant shall be liable for the cost of any damage to the Premises of the
Complex which shall result from the movement of heavy objects in or to or from
the Premises. Tenant shall not unduly overload the floor or any part of the
Premises and heavy objects stored or used therein shall be stored and placed
only at such place or location as Landlord, if it so elects, shall designate.
ARTICLE 11
SIGNS AND ADVERTISING MATTER
Tenant shall not place or suffer to be placed on the exterior of the
Premises or on the exterior or interior of any window thereof any sign, awning,
canopy, marquee, advertising matter, decoration, lettering or other thing of any
kind without the prior written consent of Landlord.
Tenant shall not permit, allow or cause to be used in or at the Premises
any advertising media or device such as phonographs, radio, public address
systems, sound production or reproduction devices, mechanical or moving display
devices, motion pictures, television devices, excessively bright lights,
changing, flashing, flickering or moving lights or lighting devices, or any
similar devices, the effect of which shall be visible or audible from the
exterior of the Premises. In this connection, Tenant
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acknowledges that the Premises are a part of an integrated business community
and agrees that control of all signs by Landlord is essential to the maintenance
of uniformity, propriety and the aesthetic values in or pertaining to the
Complex. Landlord agrees to use its best efforts to similarly restrict other
tenants in the Complex.
ARTICLE 12
LOCATIONS OF SIGNS
Tenant shall not permit, erect or install, maintain, paint or display on
any exterior door, wall or window of Premises any exterior or interior sign,
lettering, placard, decoration, advertising media or advertising material of any
kind whatsoever without the prior written consent of Landlord. Tenant shall and
at its own expense furnish and install prior to the opening of Tenant's business
at an appropriate location designated by Landlord on the exterior of said
Premises an identification sign of design, content, form and material in
accordance with Landlord's requirements for the Complex and in conformance with
local governing codes. Prior to the manufacture and procurement of any sign,
Tenant shall first submit to the Landlord working drawings and obtain from the
Landlord written approval of said working drawings. Landlord's design criteria
shall be furnished Tenant no later than thirty (30) days prior to the scheduled
opening of Tenant's business. Tenant shall at all times after the erection of
any such sign by Tenant, or by Landlord as the case may be, maintain such sign
in good condition. In the event Tenant fails to operate and maintain said sign,
the Landlord may at its discretion, provide the maintenance and operation for
said sign and charge Tenant Landlord's cost plus fifteen percent (15%).
ARTICLE 13
USE OF NAMES AND PICTURES OF PREMISES OR THE COMPLEX
Tenant shall not have or acquire any property right or interest in or to
any name or distinctive designation which may become identified or associated
with the business to be conducted in or at the Premises if such name or
distinctive designation shall contain as a part thereof the name or any
reference to the Premises, the Complex or any part or combination of part of any
of the same, but all property rights and rights of use of such name or
distinctive designation shall be and remain the property of Landlord.
ARTICLE 14
COMMON FACILITIES
(a) The term "Common Facilities" as used in this lease shall mean and
refer to those facilities within the Complex for the nonexclusive use of Tenant
in common with other authorized users, driveways, areas of ingress and egress,
sidewalks, and other pedestrian ways, planted areas together with plants and
planting thereon, and areas containing signs, pylons or structures constructed
thereon.
(b) It is expressly understood and agreed that the term "Common
Facilities" shall not in any manner be deemed to refer to any portion of the
Premises leased to Tenant hereunder, or any of the space leased or held or to be
held for lease by Landlord for the operation of business or for offices.
ARTICLE 15
USE OF COMMON FACILITIES
Subject to the provisions of this lease, Landlord hereby grants to Tenant,
its subtenants, licensees, concessionaires, suppliers, business invitees,
customers, agents, representatives and employees, but only during the term of
this lease, the nonexclusive right, in common with others duly authorized by
Landlord, to use the Common Facilities and the various portions thereof,
respectively for the uses and purposes designated therefor by Landlord. It shall
be the duty of Tenant to keep said Common Facilities free and clear of any
obstructions, barricades or barriers placed or created by Tenant or resulting
from Tenant's operations or use of the Premises.
ARTICLE 16
CONTROL OF COMMON FACILITIES
The Common Facilities shall be subject to the exclusive management and
control of Landlord. Landlord shall have the right from time to time to
reasonably designate, relocate and limit the use of particular areas or portions
of the Common Facilities and to construct or permit the construction of
additional buildings thereon, to add additional area to the Common Facilities,
and to establish, promulgate and enforce such reasonable rules and regulations
concerning the Common Facilities as it may deem necessary or advisable for the
proper and efficient management, operation, maintenance, and use thereof, and
Tenant shall comply with the same. Landlord shall have the right to make changes
in the Common Facilities or any part thereof wherever, in its opinion, it shall
be desirable and for the best interests of the Complex, including, without
limitation, the changes in the location and relocation of driveways, entrances,
exits, vehicular parking spaces, the direction and flow of traffic, the setting
apart of prohibited areas, the exclusion of employee parking therefrom as
Landlord may deem necessary and advisable for the proper and efficient operation
and maintenance of the Common Facilities, and removing area from the Common
Facilities, provided Tenant and its customers shall have reasonable ingress,
egress and regress to and from the Premises. Notwithstanding the foregoing,
Landlord agrees to allocate to Tenant five parking spaces to be designated for
usage by Tenant; however, the policing of such spaces shall be the
responsibility of Tenant.
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ARTICLE 17
MAINTENANCE AND OPERATION OF COMMON FACILITIES
Landlord shall throughout the term of this lease maintain the Common
Facilities in good order, condition and repair. Landlord shall, as a minimum,
keep the Common Facilities open to the general public from the hours of 8:00
A.M. to 5:00 P.M. each normal business day.
ARTICLE 18
MANAGEMENT AGREEMENTS FOR COMMON FACILITIES
At any time, hereafter, Landlord shall have the right to employ any
person, firm or corporation to operate and maintain the Common Facilities or any
part or parts thereof or any particular function or functions operated in
connection therewith, on such terms and conditions and for such time as Landlord
shall, in its sole judgment, deem reasonable and proper. Any such employment
agreement shall require the operator to be bound by, and to perform all
obligations of the Landlord relative to the part or parts of the maintenance and
operation of the Common Facilities to be undertaken by such operator.
ARTICLE 19
MAINTENANCE AND REPAIRS
Landlord, at its sole cost and expense, shall maintain and keep in
reasonable repair the roof, foundation, and exterior and supporting walls of the
building, provided, however, that the cost of any such repairs required as the
result of the negligent or willful act of Tenant, or any subtenant or
concessionaire of Tenant or any customer, licensee, agent, servant or employee
of any of them, shall be borne by Tenant.
ARTICLE 20
TENANT'S OBLIGATIONS
Tenant, at its sole cost and expense, whether the same shall be the
property of Tenant or Landlord, shall promptly repair and replace, as necessary,
and at all times maintain the Premises in good condition, including fixtures,
equipment, electrical fixtures and equipment, electrical installations,
plumbing, plumbing equipment and fixtures, all ceilings, all interior walls, all
floors, all hardware, all interior painting or decorations of every kind, and
all door and window screens, and promptly replace all broken or damages glass,
including window glass and plate glass; and Tenant, at its sole cost and
expense, whether the same shall be the property of Tenant or Landlord, shall
promptly repair and replace, as necessary, and at all times maintain in good
condition all signs and all heating units and air conditioning equipment serving
said Premises wherever located, and regardless of whether inside or outside of
the building. Notwithstanding the foregoing, any repair to the plumbing,
electrical and/or HVAC system servicing the demised Premises in excess of
$1000.00 shall be regarded as a "major repair" and the responsibility of
Landlord but only for the portion of such repair xxxx in excess of $1000.00. The
Tenant shall be responsible for the first $1000.00 of the costs of any such
repair. For purposes of this agreement, a "major repair" shall mean a repair
which in each instance requires an expenditure for parts costing in excess of
One Thousand Dollars ($1000). For purposes of this Article, routine maintenance
and service on the plumbing, electrical and HVAC system servicing the demised
Premises, regardless of the amount of such routine maintenance and service,
shall be the sole and exclusive responsibility of the Tenant unless such service
necessitates a major repair as herein defined. Notwithstanding the foregoing,
any repairs to the plumbing, electrical and/or HVAC system servicing the
Premises in excess of One Thousand Dollars ($1,000) during any lease year (July
1 to June 30 during the lease term) shall be the responsibility of Landlord but
only for the portion of such repair bills in the aggregate exceeding One
Thousand Dollars ($1,000) during any lease year.
ARTICLE 21
UTILITIES
Tenant shall pay, at its sole cost and expense, all charges for gas,
electricity, and telephone service attributable to the Premises, and all other
services or utilities used in, upon, or about the Premises by Tenant or any of
its subtenants, licensees, or concessionaires during the term hereof, including
cost of installation of meters. Landlord shall pay for water consumed on or
about the Premises, however, Tenant agrees to pay any extraordinary usage
resulting from the failure of Tenant to repair promptly any defective plumbing
system in the Premises. Notwithstanding the foregoing, if any such services or
utilities shall be billed to Landlord and are not separately metered to the
Premises (such as water), the amount thereof shall be reasonably prorated by
Landlord; and Tenant shall pay to Landlord upon demand as additional rental
hereunder that amount which bears the same relationship to the total charges
therefor as the number of square feet of floor area in the Premises bears to the
total number of square feet of floor area leased or held for lease in the area
covered by such combined charges.
ARTICLE 22
INTERRUPTION OR FAILURE OF UTILITIES
Landlord shall not be liable in damages or otherwise for any failure or
interruption of any utility service being furnished the Complex or the Premises,
and no such failure or interruption shall entitle Tenant to terminate this
lease.
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ARTICLE 23
TENANT'S PUBLIC LIABILITY INSURANCE
Tenant shall, at all times during the term hereof, at its sole cost and
expense, procure and maintain in force and effect a policy or policies of
comprehensive public liability insurance issued by an insurance carrier approved
by Landlord, insuring against loss, damage, or liability for injury to or death
of persons and loss or damage to property occurring from any cause whatsoever
in, upon or about the said Premises. Such liability insurance shall be in
amounts of not less than $1,000,000.00 for Combined Single Unit Bodily Injury
and Property Damage. Tenant and Landlord shall be the named insureds under each
such policy of insurance.
ARTICLE 24
TENANT'S OTHER INSURANCE
Tenant shall, at all times during the term hereof, at its sole cost and
expense, procure and maintain in force and effect standard form of fire with
extended coverage insurance covering Tenant's property and its merchandise, and
the personal property of others in Tenant's possession, in, upon, or about the
Premises. Such insurance shall be in an amount adequate to cover the cost of
replacement.
ARTICLE 25
CERTIFICATES OF INSURANCE
A certificate issued by the insurance carrier for each policy of insurance
required to be maintained by Tenant under the provisions of this lease shall be
delivered to Landlord on or before the commencement date hereof and thereafter,
as to policy renewals, within thirty (30) days prior to the expiration of the
term of each such policy. Each of said certificates of insurance and each such
policy of insurance required to be maintained by Tenant hereunder shall express
evidence as to insurance coverage as required by this lease (including an
express waiver of rights of subrogation thereunder as required hereunder) and
shall contain an endorsement or provision requiring not less than twenty (20)
days written notice to Landlord prior to the cancellation, diminution in the
perils insured against, or reduction of the amount of coverage of the particular
policy in question.
ARTICLE 26
LANDLORD'S INSURANCE
Landlord at all times during the term hereof shall procure and maintain in
force and effect fire and extended coverage insurance on the Complex (building,
common area, land and improvements) to such extent as it deems advisable and in
its best interests (but not in excess of the full replacement cost of the
Complex).
ARTICLE 27
INCREASE IN PREMIUMS
Tenant shall not do or suffer to be done, or keep or suffer to be kept,
anything in, upon, or about the Premises which contravenes Landlord's fire or
extended coverage insurance, boiler insurance, casualty insurance, or liability
insurance or which shall prevent Landlord from securing any such policies in
companies acceptable to Landlord or which shall cause an increase in the rate
payable by Landlord from that existing at the beginning of the term hereof. If,
however, during the term hereof, as a result of any act or neglect of Tenant,
its invitees, agents, employees, or representatives, or the nature of the
business conducted in or at the Premises, Landlord's fire and extended coverage
insurance rate, boiler insurance rate, casualty insurance or liability insurance
rate shall be increased over the rate existing at the beginning of the term for
such type of insurance, in addition to all other remedies Landlord may have
hereunder, Tenant, upon demand, shall pay to Landlord, as an additional charge,
a sum equal to the increase in the cost of each such type of insurance coverage
caused by such activities of Tenant which activities resulted in an increase in
said insurance rate.
In addition, Tenant shall be responsible for a portion of insurance
premium increases incurred by Landlord as provided in Article 5.2(b) hereof.
ARTICLE 28
WAIVER OF SUBROGATION
(a) Landlord releases Tenant, to the extent of Landlord's insurance
coverage on the Complex from any liability for loss or damage caused by fire to
any of the Complex even if such fire or other casualty should be brought about
by the default or negligence of Tenant or its subtenants or concessionaires or
the agents or employees of any of them; provided that this release shall be in
effect only with respect to loss or damage occurring during the time that
Landlord's policies for fire and extended coverage insurance contain a clause to
the effect that this release shall not affect the right of Landlord to recover
under such policies. Landlord will request each insurance company writing fire
and extended coverage insurance policies covering the Complex to include a
clause but only so long as it is includable without extra cost or, extra cost is
chargeable therefor, only so long as Tenant pays for extra cost. If extra cost
is chargeable therefor, Landlord will advise Tenant of such extra cost, and
Tenant at its election may pay the same, but shall have no obligations to do so.
(b) Tenant releases Landlord, to the extent of Tenant's insurance coverage
on its property on the Premises, from any liability for loss or damage caused by
fire or any of the extended coverage perils included in Tenant's insurance
policies covering its property on the Premises even if such fire or other
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casualty should be brought about the default or negligence of Landlord, its
agents, or employees; provided that this release shall be in effect only with
respect to loss or damage occurring during the time that Tenant's policies for
fire and extended coverage insurance contain a clause to the effect that this
release shall not affect the right of Tenant to recover under such policies.
Tenant will request each insurance company writing fire and extended coverage
insurance policies covering its property on the Premises to include such a
clause but only so long as it is includable without extra cost or, if extra cost
is chargeable therefor, Tenant will advise Landlord of such extra cost, and
Landlord at its election may pay the same, but shall have no obligation to do
so.
ARTICLE 29
INDEMNIFICATION
Tenant will indemnify Landlord against and save it harmless from any and
all claims, actions, damages, liability, and expense in connection with loss of
life, personal injury, or damage to property arising from or out of any
occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the
Premises or any part thereof, or occasioned wholly or in part by an act or
omission of Tenant, its subtenants, or concessionaires, or the agents, servants,
contractors, employees, invitees, or licensees of any of them. Tenant will
further reimburse Landlord for all reasonable attorneys' fees incurred by
Landlord in defending any such claim or action.
ARTICLE 30
NONLIABILITY OF LANDLORD
Landlord shall not be responsible or liable to Tenant for any loss or
damage that may be occasioned by or through the acts or omissions of persons
occupying adjoining Premises or any part of the Premises adjacent to or
connected with the Premises hereby leased or any part of the Complex or any
persons transacting any business in the Complex or present in the Complex for
any purpose or for any loss or damage resulting to Tenant or its property from
burst, stopped or leaking water, gas, sewer, sprinkler, or steam pipes or
plumbing fixtures or from any failure of or defect in any electric line, circuit
or facility.
ARTICLE 31
DAMAGE OR DESTRUCTION
If at any time after the execution of this lease, the Premises, or any
portion thereof, should be damaged or destroyed by any casualty insured under
any fire and extended coverage insurance policy or policies required on the part
of Landlord to be maintained hereunder, Landlord shall forthwith and immediately
commence to repair and restore the Premises so far as practicable to the
condition the Premises were in immediately prior to such damage or destruction,
and Landlord shall complete the same within a reasonable time, and the rent from
the time of such damage or destruction until the completion of repair and
restoration shall be equitably abated in proportion to the extent and value of
the space which is unusable during said period for the purpose of operating
Tenant's business.
Tenant agrees to notify Landlord in writing not less than thirty (30) days
prior to the date Tenant opens for business in the Premises of the actual cost
of all permanent leasehold improvements and betterments installed or to be
installed by Tenant in the Premises (whether same have been paid for entirely or
partially by Tenant), but exclusive of Tenant's personal property, moveable
trade fixtures and contents. Similar notifications shall be given to Landlord
not less than thirty (30) days prior to the commencement of any proposed
alterations, additions or improvements to the Premises by Tenant (if same are
permitted under the terms of this lease) subsequent to the initial construction
of the Premises. If Tenant fails to comply with the foregoing provisions, any
loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant
and shall be paid immediately by Tenant upon receipt of a xxxx therefor and
evidence of such loss; and, in addition to any other rights or remedies reserved
by Landlord under this lease, Landlord's obligation to repair, replace and/or
rebuild the Premises to the condition in which they existed prior to such loss.
In either case, Tenant shall pay the cost of such restoration.
In the event the Premises shall be untenantable, the Annual Rent and other
sums payable hereunder shall xxxxx to the extent of proceeds actually received
by Landlord under any rent insurance policy.
No damage or deduction to the Premises shall allow Tenant to surrender
possession of the Premises nor affect Tenant's liability for the payment of rent
or any other covenant herein contained, except as may be specifically provided
in this lease.
Notwithstanding anything else to the contrary contained in this Section or
elsewhere in this lease, Landlord, at its option, may terminate this lease on
thirty (30) days notice to Tenant if--
(a) the Premises and/or building in which the Premises are located shall
be damaged or destroyed as a result of an occurrence which is not covered by
Landlord's insurance; or
(b) the Premises shall be damaged or destroyed during the last two (2)
years of the term or the last 25% of the term, whichever is greater, and, in
such event, the Tenant also shall have the option to terminate this lease on
thirty (30) days written notice to Landlord; or
(c) any or all of the building or common areas of the Complex are damaged
(whether or not the Premises are damaged) to such an extent that, in the sole
judgment of Landlord, the Complex cannot be operated as an economically viable
unit.
Tenant shall give to Landlord prompt written notice of any damage to or
destruction of any portion
7
of the Premises resulting from fire or other casualty.
ARTICLE 32
NEGLIGENCE OR WILLFUL ACT
Any of the foregoing provisions to the contrary notwithstanding, if the
Premises are damaged or destroyed by any casualty resulting, in whole or in
part, from the negligence or from the willful act of Tenant or any subtenant or
concessionaire of Tenant or any agent, servant, employee, licensee, or invitee
of any of them, there shall not be any abatement of rent because of said
casualty, and, in addition, Tenant shall be required promptly to repair said
damage at its own expense unless the Premises are damaged or destroyed by a
casualty insured under any fire and extended coverage insurance policy or
policies required on the part of Landlord to be maintained hereunder.
ARTICLE 33
DISCLAIMER OF INSURANCE PROCEEDS
Tenant shall have no interest in or claim to any portion of the proceeds
of any insurance maintained by Landlord hereunder.
ARTICLE 34
CONTINUATION OF BUSINESS
Tenant agrees at all times after any damage to or destruction of Premises,
or any portion thereof, to continue the operation of its business therein to the
extent practicable from the standpoint of good business, and in the event
Landlord is required or elects to repair such damage or destruction to the
Premises under any of the foregoing provisions, Tenant shall not be entitled to
any damages by reason of any inconvenience or loss sustained by Tenant as a
result thereof.
ARTICLE 35
CONDEMNATION OF PREMISES
If the whole or any part of the Premises shall be taken for a public or
quasi-public use or purpose under power of eminent domain, the term of this
lease shall terminate as of the date actual physical possession thereof shall be
so taken.
ARTICLE 36
CONDEMNATION OF COMMON FACILITIES
If any portion of the Common Facilities in the Complex shall be taken for
a public or quasi-public use of purpose under the power of eminent domain and
such taking deprives Tenant, its subtenants, licensees, concessionaires,
business invitees, customers, suppliers, agents, representatives, or employees
of reasonable ingress and egress to and from the Complex or the Premises, or if
such taking reduces the area of the customer vehicular parking portions of the
Common Facilities by an amount in excess of twenty percent (20%), then, and in
either such event, Tenant shall have the right, within thirty (30) days after
the date of such actual taking, to cancel and terminate this lease by giving
Landlord written notice of its election to do so; provided, however, that Tenant
shall have no such right to cancel or terminate this lease if Landlord promptly
takes steps to restore reasonable means of ingress and egress or (as the case
may be) to restore the customer vehicular parking portions of the Common
Facilities to not less than eighty percent (80%) of their area immediately prior
to such taking by substituting thereof additions to or portions of the Complex
or lands reasonable adjacent to the Complex and complete such restoration within
a reasonable period of time thereafter in light of the then existing
circumstances.
ARTICLE 37
DAMAGES AWARDED
All damages awarded or other sums paid on account of any condemnation of
taking under the power of eminent domain of the Premises, the Common Facilities
or the Complex or any portion or portions thereof, shall belong to and shall be
the sole property of Landlord, whether such damages or other sums are awarded as
compensation for loss or diminution in value of the leasehold, or for the fee of
the Premises, or otherwise.
Tenant in no event shall have any claim whatsoever against Landlord for
loss or diminution in value of the leasehold or for the value of any unexpired
term of this lease, Tenant hereby expressly waiving any such right or claim;
provided, however, that Tenant shall be entitled to receive from the condemning
authority any award or portion thereof made for the taking of any of Tenant's
property (hereinabove described) under the power of eminent domain, and for
damages thereto caused thereby and for any cost to which Tenant might be put in
removing Tenant's property.
ARTICLE 38
VOLUNTARY SALE
A voluntary sale of all or any part of the Premises or of the Complex by
Landlord to any public or quasi-public body, agency or person, corporate or
otherwise, having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed to
8
be a taking under the power of eminent domain.
ARTICLE 39
AD VALOREM TAXES
The Landlord shall pay all ad valorem taxes and assessments (except those
described in the next succeeding paragraph) which may be levied, accessed, or
charged against the demised Premises subject however to the provisions of
Article 5.2(a) providing for a portion of tax increases over those charged
during the Base Year to be paid by Tenant.
Tenant shall pay all ad valorem taxes accessed against any office
equipment, fixtures, goods, and other personal property which it may install or
store in the leased Premises, and all licenses required in the operation of its
business.
ARTICLE 40
ASSIGNMENT AND SUBLETTING
Tenant shall not assign or in any manner transfer this lease or any
estate, interest or benefit therein or sublet the Premises or any part or parts
thereof or permit the use of the same or any part thereof by anyone other than
Tenant without the prior written consent of Landlord which consent will not be
unreasonably withheld. This prohibition against assigning or subletting shall be
construed to include a prohibition against any assignment or subletting by
operation of law; provided, however, a merger or other consolidation shall not
require Landlord"s approval provided such successor-in-interest has a net wroth
(calculated in accordance with generally accepted accounting principles) at
least equal to that of Tenant as of the date of the execution of this Agreement.
Consent by Landlord to any assignment or transfer of interest under this lease,
or subletting of the Premises or any part thereof shall be limited to the
instance stated in such written consent and shall not constitute a release,
waiver or consent to any other assignment, transfer or interest, or subletting;
and notwithstanding any such assignment, transfer or interest, or subletting,
Tenant shall continue liable for the performance of Tenant's obligations under
this lease. If Landlord consents to any transfer, assignment or subletting, that
consent shall not be effective unless and until Tenant gives to Landlord such
information as to the financial responsibility and standing of the proposed
assignee or subtenant as Landlord may reasonably require, and the transferee,
assignee or sublessee delivers to Landlord a written agreement in form and
substance satisfactory to Landlord pursuant to which such transferee, assignee
or sublessee assumes all of the obligations and liabilities of Tenant under this
lease.
ARTICLE 41
DEFAULT
The happening of any one or more of the following listed events shall
constitute a breach of this lease on the part of Tenant, namely:
(a) The commencement in any court or tribunal of any proceeding, voluntary
or involuntary, to declare Tenant insolvent or unable to pay its debts.
(b) The appointment by any court or under any law of a receiver, trustee,
or other custodian of the property, assets or business of Tenant.
(c) The assignment by Tenant of all or any part of its property or assets
for the benefit of creditors.
(d) The levy or execution, attachment, or taking of property, assets, or
the leasehold interest of Tenant by process of law or otherwise in satisfaction
of any judgment, debt or claims.
(e) The failure of Tenant to perform fully and promptly any act required
of it in the performance of this lease or to comply otherwise with any term or
provision thereof other than those requiring the payment of rent or other
charges.
(f) The failure of Tenant to pay any rent or other payment or charge
payable under this lease agreement for a period of ten (10) days after the same
is due and payable.
Upon the happening of any event of default described under the provisions
of paragraphs (a) through (e), and the failure of Tenant to cure or remove the
same within ten (10) days after written notice of such default given to Tenant
by Landlord or upon the happening of any one type of event of default described
in paragraphs (a) through (e), both inclusive, on three or more occasions in any
period of twelve (12) consecutive months during the term (regardless of whether
said events of default shall have been cured or removed) Landlord, if it shall
so elect, may (without prejudice to any other remedies which Landlord may have
as provided by law) terminate the term hereof and if Landlord shall exercise
such right of election, the same shall be effective as of the date of the event
of default upon written notice of Landlord's election given by Landlord to
Tenant at any time after the date of such event of default, or Landlord, if it
shall so elect, may terminate Tenant's right to possession or occupancy only,
without terminating the term of the lease.
Upon any termination of the term hereof, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession or occupancy
of the Premises without terminating the term hereof, Tenant shall surrender
possession and vacate the Premises and deliver possession thereof to Landlord;
and Tenant hereby grants to Landlord full and free license to enter into and
upon the Premises
9
in such event and with or without process of law to repossess the Premises and
to expel or remove Tenant and any others who may be occupying the Premises and
to remove therefrom any and all property using for such purpose such force as
may be necessary without being guilty of or liable for trespass, eviction for
forcible entry or detainer and without relinquishing Landlord's right to rent or
any other right given to Landlord hereunder or by operation of law. Except as
otherwise expressly provided in this lease, Tenant hereby expressly waives the
service and demand for the payment of rent or for possession of the Premises or
to re-enter the Premises, including and every form of demand and notice
prescribed by any statute or other law.
If Landlord shall elect to terminate Tenant's right to possession only as
above provided, without terminating the term hereof, Landlord at its option may
enter into the Premises, remove Tenant's property and other evidence of tenancy
and take and hold possession thereof without such entry and possession
terminating the term hereof or otherwise releasing Tenant in whole or in part
from its obligation to pay the rent herein reserved for the full term hereof.
Upon and after entry into possession without termination of the term hereof,
Landlord may relet the Premises or any part for the account of Tenant to any
person, firm or corporation other than Tenant for such rent, for such time, and
upon such terms as Landlord in its sole discretion shall determine. If any rent
collected by Landlord upon such reletting for Tenant's account is not sufficient
to pay monthly the full amount of the rent herein reserved (including rent, and
all other charges of any type which Tenant has agreed are in this lease) and not
theretofore paid by Tenant, together with the costs incurred by Landlord in
connection with the reletting of the Premises including advertising and broker's
commission as well as all costs of repairs, alterations, redecoration or
remodeling, Tenant shall pay to Landlord the amount of each monthly deficiency
upon demand, and if the rent so collected from such reletting is more than
sufficient to pay the full amount of the rent reserved hereunder, together with
the aforementioned costs, Landlord, at the end of the stated term hereof, shall
apply any surplus to the extent thereof to the discharge of any obligation of
Tenant to Landlord under the terms of this lease, and any balance then remaining
shall belong go Landlord. Any suit or proceeding brought to collect any
deficiency or rent shall not prejudice or preclude in any way the right of the
Landlord to collect any deficiencies thereafter arising by similar suit or
proceeding.
ARTICLE 42
INTEREST
Whenever this lease refers to "Interest", same shall be computed at a rate
equal to (i) the Average Prime Rate (as hereinafter defined) plus four percent
(4%), or (ii) twelve percent (12%), which is greater. If, however, payment of
interest at such rate by Tenant (or by the tenant then in possession having
succeeded to the Tenant's interest in accordance with the terms of this lease)
should be unlawful, that is, violative of usury statutes or otherwise, then
"interest" shall, as against such party, be computed at the maximum lawful rate
payable by such party.
"Average Prime Rate" shall mean the average of the prime rate being
charged by NationsBank, or its successor, for the quarter (January - March,
April - June, July - September, October - December) immediately prior to the
time in question.
ARTICLE 43
LATE PAYMENTS AND ATTORNEY'S FEES
Should Tenant fail to pay when due any installment of Annual Rent,
Percentage Rent or any other sum payable to Landlord under the terms of this
lease, then Interest shall accrue from and after the date on which any such sum
shall be due and payable, and such Interest together with a Late Charge of
$25.00 to cover the extra expenses involved in handling such delinquency shall
be paid by Tenant to Landlord at the time of payment of the delinquent sum. In
addition, in the event that the Tenant shall fail to pay any sum due under this
lease or shall otherwise be in default hereunder, then the Tenant shall be
responsible for and shall pay all attorney's fees and other expenses reasonably
incurred by the Landlord in connection therewith. If Landlord shall be in
default hereunder and Tenant prevails in any legal action it may file to cure or
recover damages for such default, Tenant shall be entitled to attorney fees and
other expenses reasonably incurred in connection therewith. In either case,
attorney fees shall be based upon regular hourly rates for the attorney(s)
performing such services.
ARTICLE 44
SECURITY DEPOSIT
Tenant has deposited with Landlord the sum of $2,452.08 as a "Security
Deposit", the receipt of which is hereby acknowledged. Said deposit shall be
held by Landlord without liability for interest as security for the faithful
performance by Tenant of all the terms of this lease by said Tenant to be
observed and performed. The security deposit shall not be mortgaged, assigned,
transferred or encumbered by Tenant without the written consent of Landlord and
any such act on the part of Tenant shall be without force and effect and shall
not be binding upon the Landlord.
ARTICLE 45
USE OF FUNDS
If any of the rents herein reserved or any other sum payable by Tenant to
Landlord shall be overdue and unpaid or should Landlord make payments on behalf
of the Tenant, or Tenant shall fail to
10
perform any of the terms of this lease, then Landlord may, at its option and
without prejudice to any other remedy which Landlord may have on account
thereof, appropriate and apply said entire security deposit or so much thereof
as may be necessary to compensate Landlord toward the payment of rent or
additional rent or loss or damage sustained by Landlord due to such breach on
the part of Tenant; and Tenant shall forthwith upon demand restore said security
to the original sum deposited. Should Tenant comply with all of said terms and
promptly pay all of the rentals as they fall due and all other sums payable by
Tenant to Landlord, said deposit shall be returned in full to Tenant at the end
of the term or applied against the last month's rental due, in the discretion of
Landlord.
ARTICLE 46
BANKRUPTCY
In the event of bankruptcy or other debtor-creditor proceeding against
Tenant, such security deposit shall be deemed to be applied first to the payment
of rent and other charges due Landlord for all periods prior to the filing of
such proceedings.
ARTICLE 47
TRANSFER
Landlord may deliver the funds deposited hereunder by Tenant to the
purchaser of Landlord's interest in the Premises in the event that such interest
be sold and thereupon Landlord shall be discharged from any further liability
with respect to such deposit, and this provision shall also apply to any
subsequent transferees.
ARTICLE 48
SALE OR ASSIGNMENT
It is agreed that Landlord may at any time assign or transfer its interest
as Landlord in and to this lease, or any part thereof, and may at any time sell
or transfer its interest in the fee of the Premises, or its interest in and to
the whole or any portion of the Premises.
ARTICLE 49
ATTORNMENT
Tenant hereby agrees to attorn to any assignee, transferee or purchaser of
Landlord from and after the date of notice to Tenant of such assignment,
transfer or sale, in the same manner and with the same force and affect as
though this lease were made, in the first instance, by and between Tenant and
such assignee, transferee or purchaser. In the event of the exercise of the
power of sale under, or the foreclosure of, any deed of trust, mortgage or other
encumbrance placed by Landlord against all or any portion of the Premises,
Tenant shall upon such sale or foreclosure of any such deed of trust, mortgage
or other encumbrance, and shall recognize the purchaser or judgment creditor as
the Landlord under the lease.
ARTICLE 50
SUBORDINATION
Tenant agrees upon request of Landlord to subordinate this lease and its
rights hereunder to the lien of any mortgage, deed of trust, or other
encumbrances, together with any conditions, renewals, extensions or replacements
thereof, now or hereafter placed, charged or enforced against the Landlord's
interest in the lease and the leasehold estate thereby created, the Premises or
the land, building or improvements included therein or of which the Premises are
a part, or any portion or portions thereof, and to execute and deliver (but
without cost to Tenant) at any time and from time to time upon demand by
Landlord such documents as may be required to effectuate such subordination, and
in the event that Tenant shall fail, neglect or refuse to execute and deliver
any such document within ten (10) days after receipt of written notice so to do
and the receipt by Tenant of the document to be executed by it, Tenant hereby
appoints Landlord, its successors and assigns, the attorney-in-fact of Tenant
irrevocably to execute and deliver any and all documents for and on behalf of
Tenant; provided, however, that Tenant shall not be required to effectuate such
subordination, nor shall Landlord be authorized to effect such subordination on
behalf of Tenant, unless the mortgagee or trustee named in such mortgage, deed
of trust, or other encumbrance shall first agree in writing, for the benefit of
Tenant, that so long as Tenant is not in default under any of the provisions,
covenants or conditions of this lease nor any of the rights of Tenant hereunder
shall be terminated or modified or be subject to termination or modification
except as herein otherwise provided, nor shall Tenant's possession of the
Premises be disturbed or interfered with, by any trustee's sale or by any action
or proceeding to foreclose said mortgage, deed of trust or other encumbrances.
ARTICLE 51
ACKNOWLEDGMENT OF LEASE
Tenant agrees that at any time, or from time to time, at reasonable
intervals within ten (10) days after written request by Landlord, Tenant will
execute, acknowledge, and deliver to Landlord or to such other party as may be
designated by Landlord, a certificate stating that this lease in full force and
effect, and has not been modified, supplemented, or amended in any way, except
as indicated in such certificate; that all conditions and agreements under this
lease to be performed by Landlord have been satisfied or performed, except as
set forth in said certificate; that there are no existing defenses or offsets;
except as
11
indicated on said certificate; that Tenant has not paid any rental in advance,
except as indicated in said certificate; that Tenant is not in default in the
payment of rent or any of the other obligations required of Tenant under this
lease; and that Tenant has paid basic rentals and percentage rentals as of the
date set forth in this certificate.
ARTICLE 52
NOTICES
Any notice provided herein shall be deemed sufficient and to have been
duly served if the same shall be in writing and mailed postage prepaid addressed
as follows:
If intended for Landlord, to Landlord at:
Xxxxx X. Xxxxxx, Xx.
P. X. Xxx 0000
Xxxx Xxxxx, Xxxxx Xxxxxxxx 00000
or to such other address as Landlord may from time to time direct.
If intended for Tenant, to Tenant at:
Quaker Fabric Corporation of Fall River
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxxxxxxx 00000
or to such other address as Tenant may from time to time direct in writing
delivered to Landlord.
ARTICLE 53
HOLDING OVER
In the event Tenant remains in possession of the Premises after the
expiration of the term hereof and without the execution of a new lease, Tenant
thereby shall not acquire any right, title or interest in or to the Premises;
provided, however, that at the option of Landlord, by written notice of the
exercise thereof given to Tenant within thirty (30) days next following the last
day of the term hereof or any extension thereof, Tenant as a result of such
holding over thereby shall be deemed to have renewed this lease for the further
period of the term herein provided, and if Landlord shall not exercise the
option above described, Tenant as a result of such holding over, shall occupy
the Premises as a tenant at will, and in either event subject to all the
conditions, provisions, and obligations of this lease insofar as the same shall
then be applicable to whichever of such tenancies shall result.
ARTICLE 54
NONWAIVER
The acceptance of rentals and fees by Landlord for any period or periods
after a default of any of the terms, covenants and conditions herein contained
to be performed, kept and observed by Tenant shall not be deemed a waiver of any
rights on the part of Landlord to terminate this lease for any other failure or
for the continued failure by Tenant so to perform, keep or observe the terms,
conditions or covenants hereof to be performed, kept and observed by it. No
waiver by Landlord of any of the terms of this agreement to be kept, performed
and observed by Tenant shall be construed to be or act as a waiver by Landlord
of any subsequent default on the part of Tenant.
ARTICLE 55
MEMORANDUM OF LEASE
If either Tenant or Landlord request of the other the execution of a
Memorandum of Lease for recording purposes, the requesting party shall cause
said document to be prepared, and both Landlord and Tenant agree to execute said
Memorandum of Lease so long as said agreement contains only a description of the
leased Premises, term of lease and incorporates this lease by reference.
ARTICLE 56
IDENTITY OF INTEREST
The execution of this lease or the performance of any act pursuant to the
provisions thereof shall not be deemed or construed to have the effect of
creating between Landlord and Tenant the relationship of principal or agent or
of partnership or of joint venture and the relationship between them shall be
that only of Landlord and Tenant.
ARTICLE 57
JOINT AND SEVERAL LIABILITY
The word "Tenant" as used herein shall include all persons, firms,
associations and corporations named in the first paragraph of this lease and all
such persons, firms, associations and corporations shall
12
be jointly and severally liable for the performance of all obligations to be
performed by Tenant under this lease. The foregoing to the contrary
notwithstanding, the word "Tenant", shall be construed to mean and refer to each
of such persons, firms, associations or corporations individually so that the
occurrence of any of the events described to any one of them shall constitute an
"Event of Default".
ARTICLE 58
PRONOUNS AND PLURAL REFERENCES
Unless the context requires otherwise, when referring to the Tenant, the
singular as used therein shall be construed as plural when more than one is the
Tenant, and the neuter shall be construed as masculine when the Tenant is
masculine, as feminine when the Tenant is feminine and to both when the Tenant
is plural and includes both masculine and feminine.
ARTICLE 59
INSPECTION OF Premises
Landlord, its agents, servants and employees shall have the right to enter
all parts of the Premises during business hours to inspect the same and enforce
and carry out any provision of this lease.
ARTICLE 60
SURRENDER OF Premises
On the expiration date or other termination of the term or the Tenant's
right of possession, Tenant shall quit and surrender the demised Premises, broom
clean and in good condition and repair, together with all alterations, fixtures,
heating and air conditioning equipment, installations, additions and
improvements which may have been made in or attached on or to the demised
Premises. Upon surrender, Tenant shall remove his trade fixtures, and Tenant
shall repair any damage to the demised Premises caused thereby. Landlord may
require Tenant to restore the demised Premises so that the demised Premises
shall be as they were on the commencement date except for ordinary wear and
tear.
Any personal property of the Tenant which shall remain in the Premises
after the expiration or termination of the term or the Tenant's right of
possession shall be deemed to have been abandoned by the Tenant and may be
retained by the Landlord as its property or disposed of in such manner as
Landlord may see fit; any proceeds from the sale thereof shall belong to the
Landlord.
ARTICLE 61
PARTIAL INVALIDITY
If any term, provision, covenant or condition of this lease should be held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of this lease shall continue in full force and effect and shall in no
way be affected, impaired or invalidated thereby.
ARTICLE 62
BINDING EFFECT
The provisions of this lease shall be binding upon Landlord, its successors and
assigns and upon Tenant, its successors and assigns or if Tenant is an
individual, upon his heirs, executors, administrators and assigns.
ARTICLE 63
ENTIRE AGREEMENT
This lease embodies the entire agreement between Landlord and Tenant
relative to the subject matter hereof and no representation or agreements, oral
or otherwise, between the parties not embodied herein or attached hereto shall
be of any force and effect. This lease shall not be modified, changed or altered
in any respect except by a writing signed on behalf of Landlord, and properly
signed on behalf of Tenant.
IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement
under the respective seals as of the day and year first above written.
LANDLORD:
X. X. Xxxxxx, Xx. (SEAL)
---------------------------------
Xxxxx X. Xxxxxx, Xx.
TENANT:
Quaker Fabric Corporation of Fall River
(Corporate Seal)
By: [ILLEGIBLE]
------------------------------------
(Title) Vice President
