Exhibit 10.6.8
OFFICE
Lease Agreement
COMMONWEALTH OF VIRGINIA
CITY OF RICHMOND
THIS LEASE AGREEMENT is made and entered into this 30th day of June, 1997,
by and between the Lessor and Lessee hereinafter named.
Definitions The following definitions and basic provisions shall be
and Basic construed in conjunction with and limited by the references
Provisions thereto in other provisions of this Lease:
(a) "Lessor": PIED VENTURES, LLC
(b) "Lessee": LEGAL AMERICA OF VIRGINIA, LTD
(c) "Demised Premises": approximately 4,200 rentable
square feet on Floor 1ST AND 2ND, in the building located
at ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ such premises
being shown and outlined on the plan attached hereto as
Exhibit "A".
(d) "Lease Term": a period of 36 months commencing on
AUGUST 1, 1997 and ending on JULY 31, 2000.
(e) "Basic Rental": See attached Rider No. One (1)
attached hereto and made a part hereof. Rental payments
are due in advance, on the first day of each calendar
month of the Lease year, during the Lease Term. All rental
payments shall be paid to the order of ▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇,
INC. (Agent of Lessor) without notice, offset, reduction
or abatement subject to adjustment as set forth in this
Lease.
If the term shall commence upon a day other than the first day of a calendar
month, then Lessee shall pay, upon the commencement day of the term, the
fixed monthly rent described in the foregoing clause(e). At the commencement
of the second month of the term, Lessee shall pay the fixed monthly rent
described in the aforementioned clause (e) prorated on a per diem basis with
respect to the preceding fractional calendar month. All rental payments
thereafter will be for a full calendar month and will be in the amount as
specified in clause (e) above.
(f) "Prepaid Rental": $2,750.00 first month of the Lease
Term.
(g) This article has been intentionally omitted.
(h) "Permitted Use": For the general office use of
LEGAL AMERICA OF VIRGINIA, LTD.
(i) Rider(s) consisting of ONE (1) page(s) attached hereto
and made a part hereof.
Granting In consideration of the obligation of Lessee to pay rent
Clause as herein provided and in consideration of the other
terms, covenants and conditions hereof. Lessor hereby
demises and leases to Lessee, and Lessee hereby takes from
Lessor, the Demised Premises to have and to hold the same
for the Lease Term specified herein, unless sooner
terminated pursuant to any provision herein, all upon the
terms and conditions set forth in this Lease.
Improvements Lessor agrees, at its sole cost and expense, to furnish and
by Lessor install all the work as is listed on Exhibit "C", attached
hereto and made a part hereof, said work being known as
"Building Standard Work".
The Demised Premises shall be deemed "ready for occupancy"
when Lessor's construction is substantially completed. In
the event of any dispute as to when Lessor's construction
has been substantially completed as a aforesaid, the
determination of Lessor's architect shall be final and
binding upon the parties. Lessor will give Lessee ten (10)
days advance written notice of when Lessor expects the
Demised Premises to be ready for occupancy, and the Lease
Term and the Lessee's liability for the payment of rent
shall commence upon the date specified, in such written
notice, or upon the date Lessee takes possession and
occupies the Demised Premises, whichever occurs earlier.
It is understood and agreed that Lessee may require work
(hereinafter referred to as "Building Non-Standard Work")
in addition to the Building Standard Work. In such event,
it is specifically understood that the Lessee shall bear
the expense of constructing the "Building Non-Standard
Work", said work to be done only by Lessor or Lessor's
contractor in accordance with the plans to be agreed upon
by Lessor and Lessee and to be attached hereto and made a
part hereof. Any such work to be paid for by Lessee shall
be paid one-half upon approval of plans for said work,
with the balance to be paid prior to occupancy by Lessee.
This Lease is conditioned upon faithful performance by
Lessee of the following agreements, covenants, rules and
regulations, herein set out and agreed to by Lessee.
Payments 1. (A) To pay all rents and sums provided to be paid by
Lessee hereunder at the times and in the manner herein
provided. The obligation of Lessee to pay Basic Rental
is an independent covenant, and no act or circumstance
whether constituting breach of covenant by Lessor or
not, shall release Lessee of the obligation to pay rent.
(B) Any amount due from Lessee to Lessor hereunder
which is not paid when due shall bear interest at the
rate of twelve (12%) percent per annum from the due
date until paid, unless otherwise specifically
provided herein, but the payment of such interest
shall not excuse or cure any default by Lessee under
this Lease. In addition to such interest, if the
monthly rental provided herein is not paid
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within ten (10) days after the same is due, a late
charge equal to ten percent (10%) of the amount
overdue or Two Hundred Dollars ($200.00), whichever
is greater, which late charge Lessee hereby agrees is
a reasonable estimate of the damages. Lessor shall
suffer as a result of Lessee's late payment, which
damages include Lessor's additional administrative
and other costs associated with such late payment and
the parties agree that it would be impracticable or
extremely difficult to fix Lessor's actual damage in
such event. Such interest and late payment penalties
are separate and cumulative and are in addition to
and shall not be diminish or represent a substitute
for any or all of Lessor's rights or remedies under
any other provision of this Lease.
Repairs 2. Lessee will, at Lessee's own cost and expense, keep the
Demised Premises and all other improvements by Lessee to
the extent covered by this Lease in sound condition and
good repair, and shall repair or replace any damage or
injury done to the building or any part thereof by Lessee
or Lessee's agents, employees, invitees and visitors, and
if Lessee fails to make such repair or replacements
promptly, or within fifteen (15) days of occurrence, and
to the satisfaction of Lessor, Lessor may at its option
make such repair or replacement, and Lessee shall repay
the cost thereof to Lessor on demand. Lessee waives all
right to make repairs at the expense of Lessor, or to
deduct the cost thereof from the rent. Lessee will not
commit or allow any waste or damage to be committed to any
portion of the Demised Premises, and shall at the
termination of this Lease by lapse of time or otherwise,
deliver up said premises to Lessor in as good condition as
at date of possession, ordinary wear and tear expected,
and upon such termination of this Lease, Lessor shall have
the right to re-enter and resume possession of the Demised
Premises.
Assignment 3. Lessee will not sell, mortgage, transfer, or assign
this Lease, or allow same to be assigned by operation of
law or otherwise, or sublet the Demised Premises, or any
part thereof, or use or permit same to be used for any
other purpose that stated in the use clause hereof without
the written consent of Lessor, which such consent will not
be unreasonably withheld. Notwithstanding the foregoing,
in the event the Lessee desires to assign or sublet the
Demised Premises, Lessee shall provide Lessor with not
less than one hundred twenty (120) days written notice of
Lessee's request, specifying in detail any and all terms
of such assignment or sublease. Lessor reserves the right
to cancel and terminate the Lease within thirty (30) days
upon receipt of such notice from Lessee of its request to
assign or sublet the Demised Premises. In the event Lessor
consents to an assignment or sublease of the Demised
Premises, which assignment or sublease results in rental
payments in excess of the monthly payments due and owing
under the terms of this Lease Agreement, such excess
rental payments shall be deemed to be rental payments due
and owing Lessor. Any sale, hypothecation, transfer,
assignment or subletting which is not in compliance with
the provisions of this Article shall be voidable by Lessor
and shall, at the option of the Lessor, constitute a
default under this Lease. Lessor's acceptance of rent
directly from any subtenant, assignee or other transferee
shall not be construed as Lessor's approval or consent
thereto nor Lessor's agreement to accept the attornment of
any subtenant in the even of any termination of this
Lease. In no event shall Lessor's consent to an assignment
or subletting be construed as (i) relieving Lessee from
the obligation to obtain Lessor's express written consent
to any further assignment or subletting or (ii) releasing
Lessee from any liability or obligation hereunder whether
or not then accrued, and Lessee shall continue to be
fully, jointly and severally liable hereunder. As a
further condition to Lessor's consent to any subleasing,
assignment or other transfer of part or all of Lessee's
interest in the Premises (i) Lessee shall be required to
pay Lessor's attorney's fees and other costs incurred in
connection with the review and execution thereof, (ii) any
sublessee of part or all of Lessee's interest in the
Premises shall agree that in the event Lessor gives such
sublessee notice that Lessee is in default under this
Lease, such sublessee shall thereafter make all sublease
or other payments directly to Lessor, which payments will
be received by Lessor without any liability whether to
honor the sublease or otherwise (except to credit such
payments against sums due under this Lease), and such
sublessee shall agree to attorn to Lessor, or its
successors and assigns, at its request should this Lease
be terminated for any reason, except that in no event
shall Lessor or its successors or assigns be obligated to
accept such attornment; and (iii) Lessor may require that
Lessee not then be in default under this Lease in any
respect. In the event that Lessee files any type of
petition in bankruptcy or has same filed against it and
Lessor does not elect to terminate this Lease or is deemed
to have waived its rights to terminate this Lease, and in
the event that the trustee or receiver appointed by the
bankruptcy court attempts to assume this Lease and
thereupon assign it to a third party, then Lessor shall
have the right to terminate this Lease within thirty (30)
days upon gaining knowledge of such attempted assumption
and assignment, or upon being given written notice of same
by Lessee, whichever is later.
Alterations 4. Lessee will not make or allow to be made any
alternations, additions and improvements including but not
limited to painting in or to the Demised Premises without
written consent of Lessor before performance; such consent
will not be unreasonably withheld, but Lessor may impose,
as a condition of such consent, such requirements as
Lessor in its sole discretion may deem reasonable or
desirable, including, without limiting the generality of
the foregoing, requirements as to the manner in which, the
time or times at which, and the contractor by whom such
work shall be done as well as requiring Lessee to provide
a completion bond. Such alterations, additions, or
improvements when made to the Demised Premises by Lessee
shall be surrendered to Lessor and become the property of
Lessor upon termination in any manner of this Lease, but
this clause shall not apply to movable non-attached
fixtures of Lessee, provided, however, if prior to
termination of this Lease, or within fifteen (15) days
thereafter, Lessor so directs by written notice to
Lessee. Lessee shall promptly remove such alterations,
additions, or improvements, which were placed in or on the
Demised Premises by Lessee and which are designated in
said notice and shall repair any damage occasioned by
such removal and in default thereof lessor may effect said
removals and repairs at Lessee's expense. All work with
respect to alterations, additions, and improvements must
be done in a good and workmanlike manner and diligently
prosecuted to completion to the end that the improvements
on the Demised Premises shall at all times be a complete
unit except during the period of work. Any such
alterations, additions and improvements shall be performed
and done strictly in accordance with the laws and
ordinances relating thereto, and with the requirements of
all carriers of insurance on the Demised Premises and the
Board of Underwriters, Fire Rating Bureau, or similar
organization. Lessee shall obtain at its sole cost and
expense all required licenses and permits. In performing
the work of any such alterations, additions or
improvements, Lessee shall have the work in such a manner
so as not to obstruct the access to the Building of any
other tenant. Before commencing any such work or
construction in or about the Demised Premises, Lessee
shall notify Lessor in writing of the expected date of
commencement thereof. Lessor shall have the right to any
time and from time to time post and maintain on the
Demised Premises such notices as Lessor deems necessary to
protect the Demised Premises and Lessor from the liens of
mechanic.
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laborers, materialmen, suppliers, or vendors. If any
mechanics lien is filed against the Demised Premises or
the real estate of which the Demised Premises form a part
which lien concerns the Lessee and/or the Demised Premises.
Lessee shall cause same to be discharged within ten (10)
days after the lien is filed by the Lessee paying or
bonding over said lien.
(a) The Lessee has no authority to and shall create any
liens for labor on or against the Office Building or any
interest therein. The Lessee agrees to notify any
materialman, supplier, contractor, mechanic, or laborer
involved with work on the Demised Premises at the Lessee's
request that he must look only to the Lessee or the
Lessee's other property interests. All materialmen,
suppliers, contractors, mechanics and laborers may be put
on notice of this Section by the recordation at the
Lessor's option of a memorandum of this Office Lease in
the City of Richmond Public Record and the Lessee shall
promptly execute and acknowledge such a memorandum if
requested to do so by the Lessor. The Lessee shall require
from any and all materialmen, suppliers, contractors,
mechanics, laborers and subcontractors that they deliver
to it duly executed waivers of lien with respect to the
Lessor's interest prior to the commencement of any work
thereon in the Demised Premises.
(b) Notwithstanding the foregoing, if by reason of any
construction, alteration repair, labor performed, or
materials furnished to the Demised Premises for or on
behalf of the Lessee, any mechanic's or other lien shall
be filed, claimed, perfected or otherwise established or
as provided by laws against the Property, the Lessee shall
discharge or remove the lien by bonding or otherwise
within fifteen (15) days after the Lessee receives notice
of the filing of same. Nothing contained herein shall
authorize the Lessee to create any liens for labor or
materials on or about the Lessor's interest in the Office
Building, the Demised Premises or any portion thereof.
Legal Uses 5. Lessee will not occupy or use, not permit any portion
and Violations of the Demised Premises to be occupied or used for any
of Insurance business or purposes which is unlawful in part or in whole
Coverage or deemed to be disreputable in any manner, or extra
hazardous on account of fire, obstruct or interfere with
the rights of other tenants or occupants of the Building
or injure or annoy them, or permit anything to be done
which will in any way increase the rate of fire insurance
or liability insurance on the building or contents, and in
the event that, by reason of acts of Lessee, there shall be
any increase in rate of such insurance on the building or
contents created by Lessee's acts or conduct of business,
then Lessee hereby agrees to pay such increase.
Business machines and mechanical equipment belonging to
Lessee which cause noise or vibration that may be
transmitted to the structure of the building or any space
therein to such a degree as to be objectionable to Lessor
or any tenant in the building shall be installed and
maintained by Lessee, at Lessee's expense, on vibration
eliminators or other devices sufficient to eliminate such
noise and vibration.
Lessee shall not install any equipment or lights which
generate undue amounts of heat or any high-power usage
equipment without the written consent of Lessor. If Lessor
has given its written consent Lessee shall advance on the
first day of each month during the Term, the reasonable
amount estimated by Lessor as the cost of furnishing
electricity for the operation of any such heat generating or
high-power usage equipment so installed and the costs
(including costs of installation, operation and
maintenance) of any supplementary air conditioning
necessitated thereby. Further, Lessor may install and
operate, at Lessee's cost, a monitoring/metering system in
the Premises to measure the added demands on electricity,
heating, ventilation, and air conditioning system
resulting from Lessee's heat generating and high-power
equipment usage and after-hours service requirements.
The Lessee shall use the Demised Premises solely for the
purpose specified in the Basic Lease Information. In
addition, the Lessee shall conduct business in and from
the Demised premises solely under the trade name specified
in the Basic Lease Information. The Lessee shall, at its
expenses, procure any and all governmental licenses and
permits, including without limitation sign permits,
required for the conduct of the Lessee's business on the
Demised Premises and shall, at all times comply with the
requirements of each such license and permit. The Lessor
is not required, and does not represent or warrant that it
will obtain or endeavor to obtain for the Lessee (or the
Lessee will be able to obtain) any license or permit. The
Lessee covenants and agrees that from and after the date
when the Lessee opens the Demised Premises for business
to the public, the Lessee shall continuously operates its
business within the Demised Premises in accordance with
the terms and conditions of this Office Lease, including
without limitation the provision of this Article 5, and
will keep the Demised Premises open for business to the
public as the Lessor may uniformly with other tenants
require from time to time.
Lessee acknowledge and understands that the proper tenant
mix of the Office building is essential to the successful
operation of the Office Building and that the restriction
against the unauthorized use of the premises is not
intended to act as a restraint of trade but to protect and
insure the correct tenant mix.
Laws and 6. Lessee will maintain the Demised Premises in a clean
Regulations and helpful condition and comply with all laws, ordinance,
orders, rules, and regulations (state, federal, municipal,
and other agencies or bodies having an jurisdiction
thereof with references to conditions or occupancy of the
Demised Premises.
Hazardous Waste. The term "Hazardous Substances," as used
in this lease shall mean pollutants, contaminants, toxic
or hazardous wastes, or any other substances, the removal
of which is required in the use of which restricted,
prohibited or penalized by any "Environmental Law," which
term shall mean any federal, state, local law or ordinance
relating to pollution or protection of the environment.
Lessee hereby agrees that (1) No activity will be
conducted on the premises that will produce any Hazardous
Substances, except for such activities that are part of the
ordinary course of Lessee's business activities (the
"Permitted Activities"), provided said Permitted
Activities are conducted in accordance with all
Environment Laws and Lessor has been notified in advance
in writing by Lessee: (ii) the premises will not be used
in any manner for the storage of any Hazardous Substances
except for the temporary storage of such materials that
are used in the ordinary course of Lessor's business (the
"Permitted Materials") provided such Permitted Materials
are properly stored in a manner and location meeting all
Environmental Laws and approved in advance in writing by
Lessor: (iii) no portion of the premises will be used as a
landfill or a dump: (iv) Lessee will not install any
underground tanks of any type: (v) Lessee will not allow
any surface of subsurface conditions to exist or come into
existence that constitute the
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constitute, or with the passage of time may constitute a
public or private nuisance; (vi) Lessee will not permit
any Hazardous Substances to be brought onto the premises,
except for the Permitted Materials described above, and if
so brought or found located thereon, the same shall be
immediately removed, with proper disposal, and all
required cleanup procedures shall be diligently undertaken
pursuant to all Environmental Laws. If at any time during
or after the term of the lease, the premises are found to
be so contaminated or subject to said conditions. Lessee
agrees to indemnify and hold Lessor harmless from all
claims, demands, actions, liabilities, costs, expenses
damages and obligations of any nature arising from or as a
result of the use of the premises by Lessee. The foregoing
indemnification shall survive the termination or
expiration of this Lease.
Indemnity. 7. By moving into the Demised Premises or taking
Liability and possession thereof, lease accepts the Demised Premises as
Loss or Damages suitable for the purpose for which the same are leased
and accepts the building an each and every appurtenance
thereof, and Lessee by said acts waives any and all
defects therein. Lessor shall be not liable to Lessee or
Lessee's agents, employees, guests, invitees or to any
person claiming by, through or under Lessee for any injury
to person, lost or damage to property damage arising from
or out of any occurrence in, upon, at or from the Demised
Premises or the occupancy or use by Lessee of the Demised
Premises or any part thereof, if occasioned wholly or in
part by any action or omission of Lessee, its agents,
contractors, employees, servants, invitees, or licenses.
If any action shall be commenced by or against Lessee, the
Lessee shall protect and hold Lessor harmless and shall
pay all costs, expenses, and attorney's fees.
Building 8. Lessee and Lessee's agents, employees, and invitees
Rules and will comply fully with all requirements of the Building
Regulations Rules and Regulations which are attached as Exhibit "B"
and made a part hereof as though fully set out herein.
Lessor shall at all times have the right to change such
Rules and Regulations or to amend them in such reasonable
manner as may be deemed advisable for the safety, care and
cleanliness of the premises and for the preservation of
good order therein, all of which Rules an Regulations,
changes and amendments will be forwarded to Lessee in
writing and shall be carried out and observed by Lessee.
Entry for 9. Lessee will permit Lessor or owner, or their officers,
Repairs and agents, and representatives, the right to enter into and
Inspection upon all parts of the Demised premises, at all reasonable
hours to inspect same or clean or make repairs or
alterations or additions as Lessor may deem necessary, and
Lessee shall not be entitled to any abatement or reduction
of rent by reason thereof and Lessor shall not be liable
to Lessee for inconveniences to lessee's business when
effecting repairs. In the event of an emergency, Lessee
hereby grants the Lessor the right to enter the Demised
Premises at any time. In addition, Lessee shall permit
Lessor's agent and any other person authorized by the same
to enter the Demised Premises during the last twelve (12)
months of the Lease Term for the purpose of exhibiting the
Demised Premises to prospective lessees.
Nuisance 10. Lessee will conduct its business, and control its
agents, employees, invitees and visitors in such a manner
as not to create any nuisance, interface with, annoy, or
disturb other tenants or Lessor in the management of the
building.
Eminent 11. (A) If the whole of the Demised Premises shall be
Domain taken or condemned either permanently or temporarily
for any public or quasi-public use or purpose by any
competent authority in appropriation proceedings or
by any right of eminent domain or by agreement or
conveyance in lieu thereof (each being hereinafter
referred to as "condemnation"), this Office Lease
shall terminate as of the day possession shall be
taken such authority, and the Lessee shall pay Base
Rent, Overhead Rent and Additional Rent: perform all
of its other obligations under this Office Lease up
to date with a proportionate refund by the Lessor of
any Rent and Additional rent as shall have been paid
in advance for a period subsequent to the date of the
taking.
If less than all of the Demised Premises is taken by
condemnation, the Lessor and the Lessee shall each
have the right to terminate this Office lease upon
notice in writing to the other party within ninety
(90) days after possession is taken by such
condemnation. If this Office Lease is so terminated,
it shall terminate as of the day possession shall be
taken by such authority, and the Lessee shall pay
Rent and Additional rent up to that subsequent to the
date of the taking and, thereafter, the Rent and
Additional Rent shall be reduce in direct proportion
to the amount of Net Rentable Area of the Demised
Premises taken and the Lessor agrees, at the Lessor's
cost and expense, as soon as reasonable possible to
restore the Demised Premises on the land remaining to
a complete unit of similar quality and character as
existed prior to such appropriation or taking (to the
extent feasible); provided that the Lessor shall not
be required to expend more on such restoration than
an amount equal to the condemnation award received by
the Landlord (less all expenses, costs, legal fees
and court costs incurred by the Lessor in connection
with such award) multiplied by the Lessee's
Percentage Share as determined as of immediately
prior to the condemnation.
If any part of the Office Building is taken by
condemnation so as to render, in the Lessor's
judgement, the remainder unsuitable for use as an
office building, the Lessor shall have the right to
terminate this Office Lease upon notice in writing to
the Lease within one hundred twenty (120) days after
possession is taken by such condemnation without
regard to whether such taking includes the Demised
Premise or any part thereof. If the Lessor so
terminates this Office Lease, it shall terminate as
of the day possession taken by the condemning
authority, and the Lessee shall pay Rent and
Additional Rent, and perform all of its other
obligations under this Office Lease up to that date
with a proportionate refund by the Lessor of any rent
and Additional rent as may have been paid in advance
for a period subsequent to such possession.
As between the Lessor and the Lessee, all damages for
any condemnation of all or any part of the Office
Building, including, but not limited to, all damages
as compensation for diminution in value of the
leasehold, reversion and fee, and the Lessee's
leasehold improvement, shall belong to the Lessor
without any deduction therefrom for any present or
future estate of the Lessee hereby assigns to the
Lessor all its right, title and interest to any such
award. Although all damages in the event of any
condemnation are to belong to the Lessor, whether
such damages are awarded as compensation for
diminution in value of the leasehold, reversion or
fee of the Demised Premises, or the Lessee's
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leasehold improvements, the Lessee shall have the
tight to claim and recover from the condemning
authority, but not from the Lessor such compensation
as may be separately awarded or recoverable by the
Lessee in the Lessee's own right on account of any
and all damage to the Lessee's business by reason of
the condemnation and for or on account of any cost or
loss which the Lessee might incur in removing the
Lessee's merchandise, furniture, and fixture.
(B) Lessor shall not be liable or responsible for any
loss or damage to any property or person occasioned
by theft, fire, act of God, public enemy, injunction,
riot, strike, insurrection, war, court order,
requisition or order of a government body or
authority, or other matter beyond the control of
Lessor or for any damage or inconvenience which may
arise through repair or alteration of any part of the
building or failure to make any such repairs, or from
any cause whatsoever unless caused solely by Lessor's
gross negligence.
Lien for 12. This article has been intentionally omitted
Rent
Abandonment 13. If the Demised Premises are abandoned or vacated by
Lessee, Lessor shall have the right, but not the
obligation, to: (a) relet same for the remainder of the
period covered hereby; and if the rent is not received
through such reletting at least equal to the rent provided
hereunder. Lessee shall pay and satisfy and deficiencies
between the amount of rent called and that received
through reletting and all expenses incurred by any such
reletting, including but not limited to, the cost of
renovating, altering and decorating for a new occupancy,
and/or (b) provide for the storage of any personal
property remaining in the Demised Premises without
liability of any kind or nature for the cost of storage or
return of there personal property to Lessee or take title
to the abandoned personal property which title shall pass
to Lessor under this Lease as a ▇▇▇▇ of Sale without
additional payments or credit from Lessor to Lessee.
Notwithstanding the foregoing, during the last ninety (90)
days of the term of this Lease if Lessee removes a
substantial portion of Lessee's property or Lessee has
been in physical absence for ten (10) days, it shall
constitute vacation and Lessor may enter the demised
Premises for the purpose of renovating, altering and
decorating the Demised Premises for occupancy at the end
of the term and conditions of this Lease. Nothing herein
shall be construed as in any way denying Lessor the right,
in case of abandonment, vacation of the Demised Premises,
or other breach of the contract by Lessee, to treat the same
as an entire breach, and, at Lessor's option, immediately
▇▇▇ for the entire breach of this contract and any and all
damages occasioned lessor thereby.
Holding 14. In case of holding over by Lessee without Lessor's prior
Over written consent after expiration or termination of this
Lease. Lessee will pay as liquidated damages double rent
for the entire holdover period, and will pay all
attorney's fees, and expenses incurred by Lessor in
enforcing its rights hereunder. No holding over by Lessee
after the terms of this Lease, either with or without the
consent and acquiescence of Lessor, shall operate to
extend this Lease for the longer period than one month,
and holding over with the consent of Lessor in writing
shall thereafter constitute this contract a Lease form
month to month. If Lessee fails to surrender the premises
to Lessor on expiration of the term as required by this
paragraph. Lessee shall hold Lessor harmless from all
damages resulting from Lessee's failure to surrender the
premises including without limitations, claims made by a
succeeding tenant resulting form Lessee's failure to
surrender the premises. The foregoing provisions of this
Article 14 are in addition to and do not affect Lessor's
right of re-entry or any other rights of Lessor hereunder
or as otherwise provided by law.
Attorney's 15. If arbitration or other legal action is instituted
Fees hereunder, the prevailing party in such action shall be
entitled to recover from the other party reasonable
attorney's fees and costs.
Damage or 16. If the Demised Premises or the building in which the
Destruction Demised Premises are located shall be damaged by any cause
or means whatsoever not caused or contributed to by the
negligence or fault of Lessee, its employees, agents
invitees or visitors, and insurance proceeds have been
made available therefore, and if said damage can be
repaired within a period of ninety (90) working days by
using standard working methods and procedures. Lessor
shall within a reasonable time after the occurrence of
said damage, and to the extent of the insurance proceeds
available therefore, enter and make repairs and this
Lease shall not be affected but shall continue in full
force and effect. However, if said damage cannot be
repaired within a period of ninety (90) working days by
using standard working methods and procedures, then third
Lease shall cease and terminate as of the date of such
occurrence and Lessee shall pay rent hereunder to such
date and immediately surrender the Demised Premises to
Lessor, unless within a period of sixty (60) days from the
date of such occurrence lessor shall elect to keep this
Lease in force and to restore the Demised Premises to
substantially the condition as existed proper to the date
of such occurrence by giving Lessee written notice of such
election within said sixty (60) day period. If Lessor so
elects to continue the Lease and restore the Demised
Premises, Lessor shall within a reasonable time after the
date of the notice of said election enter and make
repairs, and this Lease shall not be affected, except that
rents hereunder shall be reduced or abated while such
repairs are being made for the period of time and in the
proportion that the Demised Premises are untenantable. If,
however, such damage is contributed to or results from the
fault of Lessee, lessee's employees, agents, invitees or
visitors, and if Lessor does not have insure covering such
damage, such damage shall be repaired by and at the expense
of Lessee under the control direction, and supervision of
Lessor, and the rent shall continue without abatement or
reduction. The completion of the repairs of all such
damages is subject to reasonable delays resulting from
survey of such damage, obtaining plans, adjustments or
insurance loss, strikes, labor difficulties,
unavailability of material, or other causes beyond the
control of the party obligated to make such repairs. Not
withstanding anything to the contrary contained in this
Article 16. Lessor shall not have any obligation
whatsoever to repair, reconstruct or restore the Demised
Premises on account of the damage resulting from any
casualty covered under this Article 16 which occurs during
the last twenty four (24) months of the term of this Lease
(or any extension thereof). Lessor shall not be required
to repair any injury or damage by any cause, or to make
repairs or replacement of any property of Lessee
regardless of whether such property is insured by Lessee.
Insurance 17. (a) The Lessee covenants and agrees that from and
after the date of delivery of the Demised Premises
5
from the Lessor to the Lessee will carry and maintain at
its sole costs and expense the following types of
insurance in the amounts specified and in the form
hereinafter provided:
(i) Public Liability and Property Damage. General
Public Liability Insurance covering the Demised
Premises and Lessee's use thereof against claims for
personal injury or death and property damage
occurring upon, in or about the Demised Premises,
such insurance to afford protection to the limit of
not less than $1,000,000 in respect against property
damage to afford protection to the limit of not less
that $1,000,000 in respect of injury or death to any
number of persons arising our of any one occurrence
and such insurance against property damage to afford
protection to the limit of not less than $500,000 in
respect of any instance of property damage. The
insurance coverage required under this Section
17(a)(1) shall, in addition, extend to any liability
of the Lessee arising out of the indemnities provided
for in Section 17.
(ii) Lessee Leasehold Improvements and Property.
Insurance covering all of the items included in
Lessee's Work. Lessee's leasehold improvements,
heating, ventilating and air conditioning equipment,
if any, trade fixtures, merchandise and personal
property from time to time in, on or upon the Demised
Premises, and alterations, additions or changes made
by Lessee pursuant to Article VIII in an amount not
less the One Hundred (100%) Percent of their full
replacement costs from time to time during the Lease
Term, and which insurance shall provide protection
against sprinkler damage, vandalism and malicious
mischief. Any policy proceeds from such insurance
shall constitute trust funds in the hands of the
Lessee to be used solely for repair, reconstruction
and restoration or replacement of the property
damaged or destroyed.
(b) All policies of insurance provided for in this
Section shall be issued in form acceptable to the Lessor
by insurance companies with general policyholder's rating
of not less than A and a financial rating of AAA as rated
in the most current available "Best Insurance Reports",
and qualified to do business in the Commonwealth of
Virginia. Each and every such policy:
(i) shall be issued in the name of the Lessee (with
Lessor and any other parties in interest from time to
time designated in writing named as additionally
insured);
(ii) Shall be for the mutual and joint benefit and
protection of the Lessor and the lessee and any such
other parties in interest;
(iii) Shall be delivered to the Lessor and such other
parties in interest within ten (10) days after
delivery of possession of the Demised Premises to the
Lessee and thereafter within thirty (30) days prior
to the expiration of such policy and as often as any
such policy shall expire or terminate, renewal or
additional policies shall be procured and maintained
by the Lessee in like manner and like extent;
(iv) Shall be written as a primary policy which does
not contribute to and is not in excess of coverage
which the Lessor may carry; and
(v) Shall contain a provision that the Lessor and any
such other parties in interest, although names as an
insured, shall nevertheless be entitled to recover
under said policies for any loss occasioned to it,
its servants, agents and employees by reason of the
negligence of the Lessee.
(c) The Lessee agents that the Lessor shall not be
responsible for any damage to the lessee's stock in trade,
furniture, equipment, contents, or other removable items
situated in the Demised Premises, and the Lessor shall
not be required to carry insurance to cover any such items.
Limitation 18. In consideration of the benefits accruing hereunder,
of Liability Lessee and all its successors and assigns covenant and
agree that in the event of any actual or alleged failure,
breach or default hereunder by Lessor:
(a) The sole an exclusive remedy shall be against the
partnership/joint venture assets.
(b) No partner of Lessor shall be sued or named as a
party in any suit or action (except as may be necessary
to secure jurisdiction of the partnership).
(c) No service of process shall be made against any
partner of Lessor (except as may be necessary to secure
jurisdiction of the partnership).
(d) No partner of Lessor shall be required to answer or
otherwise plead to any service of process.
(e) No judgement will be taken against any partner of
Lessor.
(f) Any judgement taken against any partner of Lessor
may vacated and set aside at any time without hearing.
(g) No writ of execution will ever be levied against the
assets of any partner of Lessor.
(h) These covenants and agreements are enforceable by
Lessor and also by any partner of Lessor.
Transfer 19. Lessor shall have the right to transfer and assign, in
of Lessor's whole or in part, all and every feature of its rights and
Right's obligations hereunder and in the building and property
referred to herein. Such transfers or assignments may be
either a corporation, trust company, individual or group
of individuals, and howsoever made are to be in all things
respected and recognized by Lessee.
Default 20. In the event: (a) Lessee fails to comply with any
Clause term, provision, condition, or covenant of this Lease or
any of the Rules and Regulations now or hereafter
established for the government of the building; (b) Lessee
6
deserts or vacates the Demised Premises: (c) any petition
is filed by or against Lessee under any section or chapter
of the Bankruptcy Reform Act of 1978, as amended, or under
any similar law or statute of the United States or of any
state thereof; (d) Lessee becomes insolvent or makes a
transfer in fraud or creditors; (e) Lessee makes an
assignment for benefit of creditors, or (f) a receiver is
appointed for Lessee or any of the assets of Lessee, then
in any such events lessor may terminate after thirty (30)
days written notice to cure any non-monetary default and
after ten (10) days written notice to cure any monetary
default in this Lease and thereafter Lessor shall have the
option to do any one or more of the following without any
notice or demand, in addition to and not in limitation of
any other remedy permitted by law or by this Lease.
Remedies:
(A) Upon the occurrence of any such events of default and
upon the expiration of any applicable cure period
described in Paragraph 20 hereof. Lessor shall have the
option to pursue any one or more of the following remedies
without any notice or demand whatsoever:
(a) Terminate this lease, in which event Lessee shall
immediately surrender the premises to Lessor and if
Lessee fails so to do, Lessor may, without prejudice
to any other remedy which it may have for possession
or arranges in rent, enter upon and take possession
of premises and expel or remove Lessee and any other
person who may be occupying such premises or any part
thereof, by force if necessary, without being liable
for prosecution or any claim of damages.
(b) Enter upon and take possession of the premises
and expel or remove Lessee and any other person who
may be occupying such premises or any part thereof,
by force if necessary, without being liable for
prosecution or any claim for damages therefor, and
relet the premises and receive the rent therefor.
(c) Enter upon the premises, by force if necessary,
without being liable for prosecution or any claim for
damages therefor, and do whatever Lessee is obligated
to do under the terms of this lease and Lessee agrees
to reimburse Lessor on demand for any expenses which
Lessor may incur in thus effecting compliance with
Lessee's obligations under this lease and Lessee
further agrees that Lessor shall not be liable for any
damages resulting to the Lessee from such action,
whether caused by the negligence of Lessor or
otherwise.
(d) Upon three (3) days written notice to Lessee,
alter all locks and security devices at the premises
without terminating this lease.
(B) Exercise by Lessor of any one or more remedies
hereunder granted or otherwise available shall not be
deemed to be an acceptance of surrender of the premises by
Lessee whether by agreement or by operation of law, it
being understood that such surrender can be effected only
by the written agreement of Lessor and Lessee. No such
alteration of locks or other security devices and removal
or other exercise of dominion by Lessor and Lessee. No
such alteration of locks or other security devices and no
removal or other exercise of dominion by Lessor over the
property of Lessee of others at the premises shall be
deemed unauthorized or constitute a conversion. Lessee
hereby consenting, after any event of default, to the
aforesaid exercise of dominion over Lessee's property
within premises. All claims for damages by reason of such
re-entry and/or repossession and/or alteration of locks or
other security devices are hereby waived, as are all
claims for damages by reason of any distress warrant,
forcible detainer proceedings, sequestration proceedings or
other legal process. Lessee agrees that any re-entry by
Lessor may be pursuant to judgement obtained in forcible
detainer proceedings or other legal proceedings or without
the necessity for any legal proceedings, as Lessor may
elect, and Lessor shall not be liable in trespass or
otherwise.
(C) In the event Lessor elects to terminate the lease by
reason of an event of default, then notwithstanding such
Lessee shall be liable for and pay to Lessor, at the
address specified for notice Lessor herein, the sum of all
rental and other indebtedness accrued to date of such
termination (minus any amounts collected from any
guarantor of this Lease) plus as damages, an amount equal
to the difference between (1) the total rental hereunder
for the remaining portion of the lease term (had such term
not been terminated by Lessor prior to the date of
expiration stated herein and the then present value of
the then fair rental value of the premises for such period.
(D) In the event that Lessor elects to repossess the
premises without terminating the lease, then Lessee shall
be liable for and shall pay to Lessor, at the specified
for notice to Lessor herein, all rental and other
indebtedness accrued to the date of such repossession,
plus rental required to be paid by Lessee to Lessor during
the remainder of the lease term until the date of
expiration of the term as stated herein diminished by any
net sums thereafter received by Lessor through reletting
the premises during said period (after deducting expenses
incurred by Lessor as provided in subparagraph 20(E)
below). In no event shall Lessee be entitled to any excess
of any rental obtained by reletting over and above the
rental herein reserved. Actions to collect amounts due by
Lessee to Lessor under this subparagraph may be brought
from time to time, on one or more occasions, without the
necessity of Lessor's waiting until expiration of lease
term.
(E) In case of any event of default or breach by Lessee or
threatened or anticipatory breach or default, Lessee shall
also be liable for and shall pay to Lessor at the address
specified for notice to lessor herein addition to any sum
provided to be paid above, brokers fees incurred by Lessor
in connection with reletting the whole or any part of the
premises; the costs of removing and storing Lessee's or
other occupant's property; the costs of repairing,
altering, remodeling or otherwise putting the premises
into condition acceptable to a new Lessee or lessees; and
all reasonable expenses incurred by Lessor in enforcing or
defending Lessor's right and/or remedies including
reasonable attorney's fees which shall be not less than
fifteen percent (15%) or all sums then owing by Lessee to
Lessor whether suit is actually filed or not.
(F) In the event of termination or repossession of the
premises for an event of default, lessor shall make good
faith, commercially reasonable efforts to relet or to
attempt to relet the premises, or any portion thereof, or
to collect rental after reletting and in the event of
reletting, Lessor may relet the whole or any portion of
the premises for any period to any Lessee and for any use
and purpose. Any sums received by Lessor as a result of
7
any such reletting shall be credited against any damages
due to Lessor because of Lessee default, but not only to
the extent that such monies are paid to Lessor for the use
of the premises during what would have been the term of
this lease.
(G) If Lessee should fail to make any payment or cure
any default hereunder within the time herein permitted,
lessor, without being under any obligation to do so and
without thereby waiving such default, may make such
payment and/or remedy such other default for the account
of Lessee (and enter the premises for such purpose), and
thereupon Lessee shall be obligated to, an hereby agrees
to pay lessor, upon demand, all costs, expenses and
disbursements (including reasonable attorney's fees)
incurred by lessor in taking such remedial action.
(H) In the event of any default by Lessor, Lessee's
exclusive remedy shall be an action for damages (Lessee
hereby waiving the benefit of any laws granting if a lien
upon the property of Lessor and/or upon rent due lessor),
but prior to any such action lessee will give lessor
written notice specifying such default with particularity,
and Lessor shall hereupon have thirty days in which to
sure any such default. Unless and until Lessor fails to so
cure any default after such notice, Lessee shall not have
any remedy or cause of action by reason thereof. All
obligations of Lessor hereunder will be construed as
covenants, not conditions; and all such obligations will
be binding upon lessor only during the period of its
possession of the premises and not thereafter. The term
"Lessor" shall mean only the owner, for the time being of
the premises, and in the event of the transfer by such
owner of its interest in the premises, such owner shall
thereupon be released and discharged from all covenants
and obligations shall be binding during the lease term
upon each new owner for the duration of such owner's
ownership. Notwithstanding any other provision hereof.
Lessor shall not have any personal liability hereunder.
In the event of any breach or default by Lessor in any
term or provision of this lease Lessee agrees to look
solely to the equity or interest then owned by Lessor in
the premises; however, in no event, shall any deficiency
judgement or any money judgement of any kind be sought or
obtained against any Landlord.
(I) In the event that Lessor shall have taken possession
of the premises pursuant to the authority herein granted
then lessor shall have the right to keep in place and use
all of the furniture, fixtures and equipment at the
premises, including that which is owned by or leased to
lessee at all times prior to any foreclosure thereon by
Lessor or repossession thereof by any Lessor thereof or
third party having a lien thereon. Lessor shall also have
the right to remove from the premises (without necessity
of obtaining a distress warrant, writ of sequestration or
other legal process) all or any portion of such furniture,
fixtures, equipment and other property located thereon and
to place same in storage at any premises within the County
in which the premises is located; and in such event,
Tenant shall be liable to Lessor for costs incurred by
lessor in connection with such removal and storage. Lessor
shall also have the right to relinquish possession of all
or any portion of such furniture, fixture, and equipment
and other property to any person ("Claimant") claiming to
be entitles to possession thereof who present to Lessor a
copy of any instrument represented to Lessor by Claimant
to have been executed by Lessee (or any predecessor of
Lessee) granting Claimant the right under various
circumstances to take possession of such furniture,
fixtures, equipment, or other property, without the
necessity on the part of Lessor to inquire into the
authenticity of said instrument's copy of Lessee's or
Lessee's predecessor's signature thereon and without the
necessity Lessor making any nature of investigation or
inquiry as to the validity of the factual or legal basis
upon which Claimant purports to act, and Lessee agrees to
indemnify and hold Lessor harmless from all costs,
expenses, loss damage and liability incident to Lessor's
relinquishment of possession of all or any portion of such
furniture, fixtures, equipment, or other property to
Claimant. The rights of Lessor herein stated shall be in
addition to any and all other rights which Lessor has or
may hereafter have at law or in equity; and Lessee
stipulated and agrees that the rights herein granted
Landlord are commercially reasonable.
Pursuit of any of the foregoing remedies shall not
preclude of any other remedies herein provided or any
other remedies provided by law.
It is mutually agreed by and between the Lessor and the
Lessee that they shall, and they hereby do waive trial by
jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other on any
matter arising out of or in any way connected with this
Office Lease, including, but not limited to, the
relationship of the Lessor and the Lessee and the Lessee's
use or occupancy of the Demised Premises. The Lessee
further agrees that it shall not interpose any
counterclaim in a summary proceeding or in any action
based on nonpayment of rent or any other payment required
of the Lessee hereunder.
Cross 21. This article has been intentionally omitted.
Defaults
Binding 22. This Lease shall also inure to the benefit of the
Effect successors and assigns of Lessor, and, with the written
consent of Lessor first had and obtained, but not
otherwise, to the benefit of the heirs, executors and/or
administrators, successors and assigns of the Lessee.
Remedies 23. No act or thing done by Lessor or its agents during
the term hereof shall be deemed an acceptance of a
surrender of the Demised Premises, and no agreement to
accept a surrender of the Demised Premises shall be valid
unless made in writing and signed by Lessor. The mention
in this Lease of any particular remedy shall not preclude
Lessor from any other remedy lessor might have, either in
law or in equity, nor shall the waiver of or redress for
any violation of any covenant or condition in this Lease
contained or any of the Rules and Regulations attached
hereto or hereafter adopted by Lessor, prevent a
subsequent act, which would have originally constituted a
violation, from having all the force and effect of an
original violation. The receipt by Lessor of rent with
knowledge of the breach of any covenant in this Lease
contained shall not be deemed a waiver of such breach. The
failure of Lessor to enforce any of the Rules and
Regulations attached hereto, or hereafter adopted, against
Lessee and/or any other tenant in the building shall not
be deemed a waiver. Waiver of said Rules and Regulations
by Lessor shall be in writing and signed by Lessor. In
case it should be necessary or proper for lessor to bring
any action under the Lease to consult or place said Lease
or any amount payable by Lessee thereunder with an
attorney concerning or for the enforcement of any of the
Lessor's rights hereunder, then Lessee agrees in each and
any such case to pay to Lessor its attorney's fees.
Waiver 24. In the event Lessee should default on any of its
covenants herein this Lease shall terminate in accordance
8
with Section 20. However, at his option, may waive such
event of default and the Lease will continue in full force
and effect, provided, however, the Lessor's waiver and
signed by the Lessor.
Quite 25. Lessor hereby covenants that Lease, upon paying rent
Possession as herein reserved, and performing all covenants and
agreements herein contained on part of Lessee, shall and
may peacefully and quietly have, hold and enjoy the
Demised Premises.
Improvements 26. If any improvements are made with respect to the
Demised premises at the Lessee's expense or under any
agreement with the Lessee whereby the Lessee is given an
allowance or rent reduction in exchange for Lessor's
agreement to install or allow to be installed lease
improvements such as by way of example but not limitation:
wall coverings, floor coverings or carpet, paneling, doors
and hardware, any and all such improvements shall become
the property of the Lessor and shall in no event be
removed by the Lessee.
Possession 27. If for any reason the Demised Premises shall not be
ready for occupancy by the Lessee at the time of
commencement of this Lease, this Lease shall not be
affected thereby, nor shall Lessee have any claim against
Lessor by any reason thereof, but no rent shall be payable
for the period during which the Demised Premises shall not
be ready for occupancy. All claims for damages arising out
of any such delay are waived and released by Lessee. Which
respect to the foregoing, if delivery of possession of the
Demised Premises shall be delayed beyond the date
specified for the commencement of the Lease Term, it is
understood and agreed that the commencement of the Lease
term shall be extended to the date that the Demised
Premises are tendered to the Lessee in which event the
termination date of the Lease term shall be
correspondingly extended. In the event of such delay in
tendering the Demised Premises to the Lessee, the Lessor
shall not be liable to Lessee for any damage whatsoever
resulting from the delay in the delivery of possession of
the Demised Premises. Notwithstanding the foregoing, it is
understood that if and to extent that Lessor is unable to
deliver timely possession of the Demised Premises to
Lessee due to delays by Lessee, then the rent reserved
shall commence to accrue on the date possession of the
Premises would have been delivered to Lessee but for the
delays of Lessee. If permission is given to Lessee to
occupy the Demised Premises prior to the date of
commencement of the term hereof, such occupancy shall be
subject to all of the provisions of this Lease (including
the payment of rent) except those relating to the term of
this Lease.
Condition 28. Lessee acknowledges neither Lessor nor any agent of
of Premises Lessor has made any representation or warranty with
respect to the Demised Premises or the building or with
respect to suitability of either the conduct of Lessee's
business or profession. The taking of possession of the
Demised Premises by the Lessee shall conclusively
establish that the Demised Premises and the Building were
at such time in satisfactory condition.
Estoppel 29. Lessee shall at any time and from time to time, upon
Certificate not less than five (5) days prior written notice from
Lessor, execute, acknowledge and deliver to Lessor within
said five (5) day period a statement in writing
certifying that this Lease is unmodified any in full force
and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so
modified, is in full force and effect), the dates to which
the rental and other charges, if any, are paid in advance
in the amount of Lessee's security deposit, if any, and
acknowledging that there are not, to Lessee's knowledge,
any incurred defaults on the part of Lessor hereunder, and
that there are no events or conditions then in existence
which, with the passage of time or notice or both, would
constitute default on the part of Lessor hereunder, or
specifying such defaults events or conditions, if any, are
claims it is expressly understood and agreed that any such
statement or any other reasonable request may be relied
upon by any perspective purchaser or encumbrancer of all
or any portion of the Building or Property on which the
building is situated. Lessee failure to deliver such
statement within such time shall, at the option of Lessor
constitute a deault under this Lease and, in any event,
shall be conclusive upon Lessee that this Lease is in full
force and effect without modification except as may be
represented by Lessor in any such certificate prepared by
Lessor and delivered to Lessee for execution.
Signs 30. Lessee will not place or suffer to be placed or
maintained on any exterior door, wall or window of the
Demised premises any sign awnings or canopy, or
advertising matter or other thing of any kind, and will
not place or maintain any decoration, lettering or
advertising matter on the glass of any window or door of
the Demised Premises without first obtaining lessor prior
written approval and consent in each instance. Lessee
further agrees to maintain any such sign, awnings, canopy,
decoration, lettering, advertising matter or other thing
as may be approved in good condition at all times.
Personal 31. With respect to Lessee's fixtures, furnishings, equipment
Property and all other personal property located in the Demised
Taxes Premises, lessee shall pay prior to delinquency all taxes
assessed against or levied thereon and when possible,
shall cause to be assessed and billed separately from the
property of Lessor, but if the same shall be assessed and
taxed with the property of Lessor. Lessee shall pay to
Lessor its share of such taxes within ten (10) days after
Lessor's delivery to Lessee of a statement in writing
setting forth the amount of such taxes applicable to
Lessee's property. In addition, Lessee shall pay promptly
when due all taxes imposed upon Lessee's rents, gross
receipts, charges and business operations.
Subordination 32. Lessee hereby subordinates this Lease and all rights
of Lessee hereunder to any mortgage or mortgages, or
vendor's lien or similar instruments which are now are or
which may from time to time be placed upon the premises
covered by this Lease and such mortgage or mortgages or
liens or other instruments shall be superior to and prior
to this Lease. Lessee further covenants and agrees that if
the mortgagee or other lien holder acquired the Demised
Premises as a purchaser at any such foreclosure sale (any
such mortgagee or other lien holder acquired the Demised
Premises as a purchaser at any such foreclosure sale (any
such mortgagee or other lienholder or purchaser at the
foreclosure sale being each hereinafter referred to as the
"Purchaser at Foreclosure"). Lessee shall thereafter, but
only at the option of the Purchaser at Foreclosure, as
evidenced by the written notice of its election given to
Lessee within a reasonable time thereafter, remain bound
by novation or otherwise to the same effect as if a new
and identical Lease between the Purchaser at Foreclosure,
as Lessor, and Lessee, as tenant, had been entered into
for the remainder of the term of the Lease in effect at
the institution of the foreclosure proceedings. Lessee
agrees to execute any instrument or instruments which may
be deemed necessary of desirable further effect the
subordination of this Lease to each such mortgage, lien or
instrument or to confirm
9
any election to continue the Lease in effect in the even
of foreclosure, as above provided for herein for and in
the name of Lessee. Such power, being coupled with an
interest is irrevocable.
Severability 33. If any clause or provision of this Lease is illegal,
Clause invalid, or unenforceable under present or future laws
effective during the term of this Lease, then and in that
event, it is the intention of the parties hereto that the
remainder of this Lease shall not be affected thereby, and
it is also the intention of the parties to this Lease that
in lieu of each clause or provision that is illegal,
invalid, or unenforceable there be added as a part of this
Lease a clause or provision as similar in terms to such
illegal, invalid or unenforceable clause or provision as
may be possible and be legal, valid and enforceable. The
caption of each paragraph hereof is added as a matter of
convenience only and shall be considered to be of no
effect in the construction of any provision or provisions
of this Lease.
Security Deposit 34. This article has been intentionally omitted.
Wavier of 35. Lessee hereby waives all right of subrogation by any
Subrogation insurance company issuing policies carried by Lessee with
respect to the Demised Premises, Lessee's fixture, personal
property, or leasehold improvements, or Lessee's Business.
Adjustment 36. This article has been intentionally omitted.
of Rental
Net Worth 37. Lessee shall maintain at all times a net worth in
excess of that at the signing of this Lease. If at any
time Lessee's net worth should not exceed that amount,
Lessee shall notify Lessor of this fact in writing.
Defaults by 38. Lessee shall not default on any of its covenants under
Lessee on loan agreements, with any lending, mortgage or financial
Third Party institution. Nor shall Lessee default on any loan or
Agreement financial agreement with any third party wherein there is
an outstanding balance owed by Lessee. Lessee immediately
shall advice Lessor in writing if any such default by
Lessee should incur.
Sale of Assets 39. Lessee shall not transfer any portion of his assets
outside the ordinary course of his business so that the
effect causes the Lessee to default under Article 38 of
this Lease.
Interest on Past 40. Any amount due from Lessee hereunder which is not paid
Due Obligations when due shall bear interest at the rate of twelve percent
(12%) per annum from the due date until paid, unless
otherwise specifically provided herein, but the payment of
such interest shall not excuse or cure any default by
Lessee under this Lease.
Inability to 41. This Lease and the obligation of Lessee hereunder
Perform shall not be affected or impaired because Lessor is unable
to fulfill any of its obligation hereunder or is delayed
in doing so, if such liability or delay is caused by
reason or strike or other labor troubles, or act of God,
or any other cause beyond the control of Lessor.
Incorporation 42. The Lease contains all of the agreements of the
of Prior parties hereto with respect to any matter covered or
Agreements mentioned in this Lease and no prior agreement or
Amendments understanding pertaining to any such matter shall be
effective for any purpose. No provision of this Lease may
be amended or added to except by any agreement in writing
signed by the parties hereto or their respective
successors in interest. Any written addends to this Lease,
when signed by the contracting parties shall be deemed a
part of this Lease to the same full extent as if
incorporated herein.
Gender 43. Throughout this Lease the masculine gender shall be
deemed to include the feminine and the neuter and the
singular, the plural and vice versa.
Accord and 44. No payment by Lessee or receipt by Lessor of a lesser
Satisfaction amount than that stipulated herein for rent, additional
rent or any other charge shall be deemed to be other than
on account of the earliest stipulated rent, additional
payment be deemed an accord and satisfaction and Lessor
may accept such check or payment be deemed an accord and
satisfaction and Lessor may accept such check or payment
without prejudice to Lessor's rights to recover the
balance or such rent, additional rent or other charge or
pursue any other remedy in this Lease, at law or in equity.
Time of Essence 45. Time is of the essence with respect to performance of
every provision of this Lease in which time of performance
is a factor.
Building Name 46. Lessor hereby reserves the right to change the name of
the building in which the Demised Premises in part and
parcel thereof are located and Lessee shall have no
recourse under this Lease.
Brokers 47. Lessee warrants that it has had no dealings with any
real broker or agent in connection with the negotiation of
this Lease excepting only ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc. and that
he knows of no other real estate broker or agent who is or
might be entitled to a commission in connection with this
Lease. The parties recognize that the brokers who
negotiated this Lease are the brokers whose names are
stated above, and agree that Lessor shall be solely
responsible for has dealt with any other person or real
estate broker in respect of leasing or renting space in
the building. Lessee shall be solely responsible for the
payment of any fee due said person or firm and Lessee
shall hold Lessor free and harmless against any liability
in respect thereto.
Lease Effective 48. Delivery of this Lease, duly executed by Lessee,
Upon constitutes an offer to lease the Demised Premises as
herein set forth, and under no circumstances shall such
delivery be deemed to create an option or reservation to
lease the Demised Premises for the benefit of Lessee. This
Lease shall only become effective and binding upon
execution hereof by Lessor and delivery of a signed copy
of Lessee.
Authority 49. The officers of Lessee executing this Lease on
Lessee's behalf hereby make the following representations.
10
in their personal and corporate capacities, upon which
Lessor in relying in consenting hereto:
(I) that lessee has been duly organized, is validly
existing and is in good standing in the Commonwealth of
Virginia, and is, as of the date hereof, in good standing
in the Commonwealth of Virginia, and is, as of the date
hereof, in good standing to transact business in the
Commonwealth of Virginia:
(ii) that the officers executing this Lease on Lessee's
behalf have been duly authorized by all necessary
corporate action to execute the same, and that upon the
execution hereof, this Lease shall be the valid and binding
obligation of Lessee:
(iii) that the financial statements supplied by Lessee to
Lessor on, before, or after the date hereof are true and
accurate in all respects.
50. Any notice required or permitted to be given hereunder
by one part to the other shall be deemed to be given when
deposited in the United States Mail, certified or
registered return receipt requested, or delivered by hand
with a receipt, therefore, addressed to the respective
party to whom notice is intended to be given at the
following address of such party.
If to Lessor: Pied ventures, LLC
c/o Sports & ▇▇▇▇▇▇▇, Inc.
11 S. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Lessee: Legal Amenza
▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Recording of 51. This Lease shall not be recorded unless agreed to by
Lessee both parties hereto but either party may record a short
form of this Lease with the cost therefore to be paid for
by the party requesting the said recording.
Area of The 52. (A) The said Landlord covenants by and with ▇▇▇▇▇▇ &
Premises ▇▇▇▇▇▇▇, Inc., Agent, their successors or assigns,
that in consideration of their services in procuring
this lease, they are to receive a commission of six
percent (6%) on the rental of the said premises
during the existence of said lease, or any extension
or renewal therof at the same or different rent or
with the same or different convenants, as well as
during the occupancy of said premises by the tenant,
and it is hereby agreed as a covenant running with
the land that no transfer, assignment, release or
cancellation to the said Landlord shall affect this
contract of agency, which shall continue during the
existence of this lease, or any renewal therefor
aforesaid.
(B) The Landlord hereunder directs ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
Inc., Agent, their successors or assigns, to take
such legal action from time to time during the
existence, continuance, or renewal of this lease as
said agent in its sole judgement deems necessary for
the collection of said rent and such action shall be
conclusive on all parties in interest just as if the
action had been taken by the Landlord and the
Landlord agrees to save the agent harmless against
any suits which acting in good faith, by said agent
in the performance of its duties in good faith on
behalf against said agent for any action taken by
said agent.
(C) In connection with the management of the leased
property, the Landlord further agrees to save the
agent harmless from all fines, suits, judgements,
claims, demands, and actions of any kind, and from
liability for injury suffered by an employee or
contractor engaged by the agent for the benefit of
the Landlord, not in the permanent employ of said
agent and from liability for injury or damage to any
person whomsoever.
(D) That in further consideration of its services in
procuring this lease, the landlord will pay ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, Inc., Agent, a sale commission of six
percent (6%) on the sale price of said premises, or
any part thereof, at any time during the term of this
lease or any extension or renewal thereof or any new
lease to the said Tenant be sold to the Tenant, his
successors or assigns. Such commission is in addition
to what is provided in Subparagraph 52(A) and is
hereby made a lien on the premises.
WITNESS WHEREOF this Lease is entered into by the parties hereto on the date
and year first set forth above.
LESSOR: (Date)
---------------------------------------- ------------------------
Legal America of VA, Ltd.
LESSEE: Warburg, CEO (Date) 8/11/97
---------------------------------------- ------------------------
11
EXHIBIT "A"
LEGAL DESCRIPTION
[Graphic]
N. 8TH STREET
Plat of Property Situated
on the Western line of
▇▇▇ ▇▇▇▇▇▇ and South
of Franklin Street.
Richmond, VA.
Oct. 29, 1982,
[Graphic] Scale 1"=10'
▇▇▇▇. H. Fleet & Assocs.
Engineer & Surveyors
12
EXHIBIT "A"
LEGAL DESCRIPTION ATTACHED
13
EXHIBIT "B"
BUILDING RULES AND AGREED REGULATIONS
1. Lessee will refer all contractors, contractor's representatives and
installation technicians, rendering any services to Le[ILLEGIBLE] Lessor for
Lessor's supervision, approval, and control before performance of any
contractual service. This provision shall a [ILLEGIBLE] all work performed in
building including installations of telephones, telegraph equipment,
electrical devices and attachme[ILLEGIBLE] installations of any nature
affecting the floors, walls, woodwork, trim, windows, ceilings, equipment or
any other physical [ILLEGIBLE] of the building.
2. Movement in or out of the building of furniture or office equipment or
dispatch or receipt by Lessee of any merch[ILLEGIBLE] materials which require
use of elevators or stairways, or movement through the building entrances or
lobby shall be restricted [ILLEGIBLE] designed by Lessor. All such movement
shall be under supervision by Lessor and in the manner agreed between Lessee
and [ILLEGIBLE] by pre-arrangement before performance. such pre-arrangement
initiated by Lessee will include determination by Lessor and [ILLEGIBLE] to
its decision and control as to time, method and routing of movement and as to
limitations imposes for safety or other [ILLEGIBLE] which may prohibit any
article, to persons or public engaged or not engaged in such movement,
including equipment, prope[ILLEGIBLE] personnel of Lessor if damaged or
injured as a result of acts in connection with carrying out this service from
Lessee from [ILLEGIBLE] entering property to completion of work, and Lessor
shall not be liable for acts of any person engaged in or any damage or
[ILLEGIBLE] any said property or persons resulting from any act in connection
with such service performed by Lessee.
3. Lessee shall not place, install, or operate in the Demised Premises or in
any part of the building, any engine or machi[ILLEGIBLE] maintain, use or
keep any inflammable, explosive, or hazardous material without consent of
Lessor.
4. Lessor will not be responsible for lost or stolen personal property,
equipment, money, or jewelry from Lessee's area or [ILLEGIBLE] rooms
regardless of whether such loss occurs when the area is locked against entry
or not.
5. Lessor will not permit entrance to Lessee's offices by use of pass keys
controlled by Lessor to any person at any time [ILLEGIBLE] written permission
by Lessee, except employees, contractors, or service personnel directly
supervised by Lessor.
6. The entries, passages, doors, elevators, elevator doors, hallways or
stairways shall not to be blocked or obstructed; no [ILLEGIBLE] litter,
trash, or material or any nature shall be placed, emptied, or thrown into
these areas; and such areas shall not be used at [ILLEGIBLE] except for
ingress or egress by Lessee, Lessee's agents, employees, invitees or visitors
to or from the Demised Premises.
7. Plumbing fixtures and appliances shall be uses only for which constructed,
and no sweepings, rubbish, rags or other un[ILLEGIBLE] material shall be
thrown or placed therein. Damage resulting to any such fixtures or appliances
from misuse by Lessee [ILLEGIBLE] repaired and replaced at Lessee's sole cost
and expense, and Lessor shall not in any case be responsible therefore.
8. Lessor shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment including safes, large
files, etc., that are to be placed in the building, and only those which in
the opinion of Lessor might not with reasonable probability do damage to the
floors, structure and/or freight elevator, may be moved into said building.
Any damage occasioned in connection with the moving or installation of such
aforementioned articles in said building or the existence of same in said
building shall be paid for by Lessee, unless otherwise covered by insurance.
9. Lessor shall have the right to prohibit the use of the name of the
building or any other publicity by Lessee, which, in [ILLEGIBLE] opinion
tends to impair the reputation of the building or its desirability for the
executive offices of Lessor or other Lessee's an[ILLEGIBLE] written notice
from Lessor, Lessee will refrain from or discontinue such publicity.
10. No sign, poster, placard, picture, name, advertisement or notice, visible
from the exterior of leased premises shall be ins[ILLEGIBLE] painted,
affixed, installed or otherwise displayed by any lessee either on its
premises or any part of the Building without [ILLEGIBLE] consent of Lessor,
and lessor shall have the right to remove any such sign, placard, picture,
name, advertisement, or notice [ILLEGIBLE] notice to and at the expense of
Lessee. If Lessor shall have given such consent to any lessee at any time,
whether before or a [ILLEGIBLE] execution of the Lease, such consent shall in
no way operate as a waiver or release of any of the provisions hereof or of
such [ILLEGIBLE] and shall be deemed to relate only to the particular sign,
placard, picture, name, advertisement or notice so constructed to by
[ILLEGIBLE] shall not be constructed as dispensing with necessity of
obtaining the specific written consent of Lessor with respect to any[ILLEGIBLE]
sign, placard, picture, name, advertisement or notice. All approved signs
shall be printed, painted, affixed and inscribe[ILLEGIBLE] expense of the
Lessee by a person approved by Lessor.
11. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, awnings, hangings, or decorations shall be a [ILLEGIBLE] to hung
or placed in or used in connection with any window or door of the building
without the prior written consent of the [ILLEGIBLE] . In any even with the
prior written consent of Lessor, all such items shall be installed so as not
being visible from the exterio[ILLEGIBLE] Building. No articles shall be
placed or kept on the window ▇▇▇▇▇ so as to be visible from the exterior of
the Building. No articl[ILLEGIBLE] be placed against glass partitions or
doors which might appear unsightly from outside Lessee's premises.
12. No Lessee shall lay linoleum, title, carpet or any other floor covering
so that the same be affixed to floor of its premises [ILLEGIBLE] manner
except as approved in writing by Lessor. The expense of repairing any damage
resulting from a violation of this rul[ILLEGIBLE] removal of any floor
covering shall be borne by the Lessee by whom, or by whose contractors,
employees, or invitees, the [ILLEGIBLE] shall have been caused.
13. All wallpaper or vinyl fabric materials which Lessee may install on
painted walls shall be applied with a strippable ac[ILLEGIBLE]. The use of
non-strippable adhesives will cause damage to the walls when materials are
removed, and repairs made necessary shall be made by the Lessor at Lessee's
expense.
14. Lessee will be responsible for any damages to the leased Premises,
including carpeting and flooring, as a result of: corrosion of file cabinets,
roller chairs, metal objects, or spills of any type of liquid.
14
15. No Lessee shall alter any lock or access device or install a new or
additional lock or access or any bolt on any door of its Premises without prior
written consent of Lessor. If Lessor shall give its consent, Lessee shall in
each case furnish lessor with a key for any such lock.
16. Each Lessee shall see that doors of its premises are closed and securely
locked and must observe strict care and caution that all its water faucets or
water apparatus are entirely shut off before the Lessee or its employees
leave such premises, and that all utilities shall likewise be carefully shout
off so as to prevent waste or damage, and for any default of carelessness the
lessee shall made good all injuries sustained by other lessees or occupants
of the Building of Lessor. On multiple-tenancy floors, all lessees shall keep
their door or doors to the Building corridors closed at all times except for
ingress and egress.
17. If Lessee requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Lessor's instruction in
their installation.
18. No Lessee shall install any radio or television antenna, loudspeaker or
any other devices on the exterior walls or roof of the Building. Lessee shall
not interfere with radio or television broadcasting or reception from or in
the Building or elsewhere.
19. Lessee shall give prompt notice to Lessor of any accidents to or defects
in plumbing, electrical fixtures, or heating apparatus so that such accidents
or defects may be attended to properly.
20. No Lessee shall use, keep or permit to be users or kept in its Premises
any foul or noxious gas or substance or permit or suffer such premises to
occupied or used in a manner offensive or objectionable to Lessor or other
occupants of the Building or interfere in any way with occupants or those
having business therein, or adjoining buildings on Premises, nor shall any
bicycles, animals, reptiles or birds of any kind be brought or kept in or
about any premises of the Building.
21. No cooking shall be done or permitted by any Lessee on its Premises
(except that use by the Lessee of Underwriter's laboratory approved equipment
for the preparations of coffee, tea, hot chocolate and similar beverages for
Lessee and their employees shall be permitted, provided that such equipment
and use is in accordance with applicable federal, state and city laws, codes,
ordinances, rules and regulations) nor shall Premises be uses for lodging or
sleeping.
22. Lessee shall comply with all energy conservation, safety, fire protection
and evacuation procedures and regulations established by Lessor or any
governmental agency.
23. In the event Lessee must dispose of crates, boxes, etc. which will not
fit into office wastepaper baskets, it will be the responsibility of Lessee
to dispose of the same. In no event shall Lessee set such items in the public
hallways or other areas of the building excepting Lessee's own leased
Premises, for disposal.
24. Each Lessee shall be responsible for all persons for whom it allows to
enter the Building and shall be liable to Lessor for all acts of such person.
25. No Lessee, and no employees or invitees of any Lessee shall go upon the
roof of the Building, except as authorized by Lessor.
26. During the continuance of any invasion, mob riot, public excitement or
other circumstances rendering such action advisable in Lessor's opinion,
Lessor reserves the right to prevent access to the Building by closing of the
doors, or otherwise, for the safety of Lessees and protection of the Building
and properly in the Building.
27. Lessor reserves the right to exclude or expel from the Building any
person who, in Lessor's judgment, is intoxicated or under the influence of
liquor or drugs or who is in violation of any of the rules and regulations of
the Building.
28. Lessee, its officers, agents, employees, servants, patrons, customers,
licensees, invitees and visitors shall not solicit business in the Building's
parking facilities or Common Areas nor shall Lessee distribute any handbills
or other advertising matter on or in automobiles parked in the Building's
parking facilities.
29. Except with the prior written consent of lessor, no Lessee shall sell,
permit the sale, at retail, of newspapers, magazines, periodicals, theater
tickets or any other goods merchandise in or on Premises, nor shall Lessee
carry on, or permit or allow any employee or other person to carry on, the
business of stenography, typewriting or any other similar business in or from
any Premises for the services of accommodation of occupants of any other
portion of the Building, nor shall the premises of any Lessee be used for the
storage of merchandise or for manufacturing of any kind.
30. Lessor shall have the right to advertise at Lessor's expense any lease,
if it so chooses, immediately upon execution of said Lease.
31. Lessor may waive any one or more of these Rules and Regulations for the
benefit of any particular Lessee or Lessees, but no such waiver by Lessor
shall be construed as a waiver of such Rules and Regulations in favor of any
other Lessee or Lessees, nor prevent Lessor from thereafter enforcing any
such Rules and regulations against any or all Lessees of the Building.
32. Lessor shall not be responsible to any Lessee for the non-observance or
violation of any of the Rules and Regulations by any other Lessee.
15
EXHIBIT "C"
BUILDING STANDARD WORK
Landlord agrees to perform the following work:
1. Construct a drywall partition wall demising the reception area on the
first floor, including one door. Wall and door to be painted and
baseboard to be vinyl.
2. Install five power outlets for tenant's copying equipment on the first
floor.
3. Install ten duplex convenience outlets on the first floor.
4. Redistribute existing air conditioning to provide reasonable cooling
in the first floor areas housing tenant's copying equipment.
5. Demolish and remove the middle office on the first floor, southern side
of space.
6. Remove existing carpet (to be relocated to second floor at damaged
carpet area) from first floor, southern side equipment room
(approximately 600sf) and replace with vinyl composition tile.
7. Repair damaged ceiling on second floor.
8. Clean mildew from basement floors and walls; repair water damaged
basement walls and ceilings.
16
EXHIBIT "D"
RENTAL SCHEDULE
It is covenanted and agreed as follows:
1. RENTAL SCHEDULE: The Rental Schedule, Per Page one (1) of the attached
Lease referring to the "Basic Rental" to be paid from Lessee to Lessor under
subsection "(e)", Article "Definitions and Basic Provisions." "Basic Rental"
shall be as follows:
MONTHS MONTHLY RENT TOTAL RENT
------ ------------ ----------
1-12 $2,750.00 $33,000.00
13-24 $2,975.00 $35,700.00
25-36 $3,237.50 $38,850.00
All rental payments shall be paid to the order of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.
without notice, offset, reduction or abatement, subject to adjustment as set
forth in this lease. If however, the term of said lease shall commence upon a
day other than the first day of the calendar month, then Lessee shall pay
upon the commencement day of the term, the fixed monthly rent described in
the aforementioned clause prorated on a per diem bases with respect to the
preceding fractional calendar month. All rental payments thereafter will be
for a full calendar month and will be in the amount as specified above.
2. RIGHT OF REFUSAL:
Provided Lessee is not in default, Lessee shall have the first of refusal to
purchase the subject property at a price acceptable to the owner. Lessee
shall have thirty (30) days to exercise said right of refusal after receiving
written notice from Lessor and the terms and conditions under which the first
right of refusal shall be sold.
17
EXHIBIT E - INTENTIONALLY OMITTED
EXHIBIT F - SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT
EXHIBIT G - LESSEE'S CERTIFICATE
EXHIBIT H - ASSIGNMENT OF LEASE AND RENTS
The following Exhibit F, G and H are not to be executed at the same time the
Lease is executed: however, it is understood and agreed by Lessee and Lessor
that the attached Exhibit F, G and H may be required to be executed by Lessee
and Lessor at some time during the lease term and that the attached forms
shall be executed in the same style and substance as is attached to the fully
executed lease agreement, without any further modification after the lease is
fully executed.
18
EXHIBIT F
Prepared by:
-----------------------
-----------------------
-----------------------
Recording Requested by
and When Recorded Mail to:
-----------------------
-----------------------
-----------------------
-----------------------
Attn:
-----------------
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the ____ day of __________, 19__,
by and between ____________________________________________ (hereinafter
called "Lender"), __________________, with its principle office at
_____________________ (hereinafter called "Lessor") and ____________________,
having its principal office at __________________________ (hereinafter called
"Lessee"):
WITNESSETH:
WHEREAS, Lessee has heretofore under date of ________________, by written
lease (hereinafter called the "Lease") leased from Lessor all or part of
certain real estate and improvements thereon located in the City of
_________________, more particularly described in Exhibit A attached hereto
and hereby made a part hereof (the "Demised Premises"); and
WHEREAS, Lessor contemporaneously herewith is encumbering the Demised
Premises as security for a loan from Lender to Lessor in the form of a
________________ (hereinafter called the "Mortgage"); and
WHEREAS, Lessee, Lessor and Lender have agreed to the following as respects
their mutual rights and obligations pursuant to the Lease and the Mortgage;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt whereof is hereby acknowledged, the parties hereto do hereby covenant
and agree as follows:
(1) Lessee's interest in the lease and all rights of Lessee thereunder shall
be and hereby declared subject and subordinate to the Mortgage upon the
Demised Premises. The term "Mortgage" as used herein shall also include any
amendment, supplement, modification, renewal or replacement thereof.
(2) In the event of any foreclosure of the Mortgage or conveyance in lieu of
foreclosure, and provided that the Lease, immediately prior to such
foreclosure of the Mortgage or conveyance in lieu of foreclosure, shall have
been in full force and effect and Lessee shall not then be in default
thereunder beyond any grace period therein provided for curing the same then
in any of such events. Lessee shall not be made a party in any action or
proceeding to remove or evict Lessee or to disturb its possession, nor shall
the leasehold estate of Lessee created by the Lease be affected in any way,
and the Lease be affected in any way, and the lease shall continue in full
force and effect as a direct lease between Lessee and Lender.
(3) After the receipt by lessee of notice from Lender of any foreclosure of
the Mortgage or any conveyance of the Demised Premises in lieu of
foreclosure. Lessee will thereafter attorn to and recognize Lender as its
substitute Lessor, and having thus attorned, lessee's possession shall not
thereafter be distributed providing, and as long as, it shall continue to pay
annual rental under to Lease and otherwise observes or performs the
covenants, terms, and conditions of the Lease to be observed and performed by
Lessee thereunder. Any such attornment and recognition of a substitute Lessor
shall be upon all of the terms, covenants, conditions and agreements as are
then set forth in the Lease except as otherwise stated herein.
(4) Lessee shall not prepay any of the rents or income from the Demised
Premises for more than one month except with the written consent of Lender.
(5) In no event shall Lender be liable for any prior act or omission of the
Lessor, nor shall Lender be subject to any offsets or deficiencies which
Lessee may be entitled to assert against the Lessor as a result of any act or
omissions of Lessor occurring prior to lender's obtaining possession of the
Demised Premises.
(6) No conveyance by Lessor of its interest in the Demised Premises shall
insofar as Lender, its successors and assigns are concerned, cause the fee
simple ownership of the Demised premises and the Lessee's leasehold estate
created by the Lease to merge, but said state shall remain separate and
distinct notwithstanding the union of such estates in Lender. Lessee or any
third party by reason of purchase or otherwise.
(7) Lender has received an assignment of the Lease and the Lease may not be
amended or altered and Lessee may not be released therefrom or from any of
its obligations except with the written consent of Lender.
19
(8) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, including without
limitation, any purchaser at any foreclosure sale.
IN WITNESS WHEREOF, this agreement has been fully executed under seal on the
day and year first above written.
By:
--------------------------------------
By:
--------------------------------------
, Lessor
------------------------------
By:
--------------------------------------
By:
--------------------------------------
, Lessee
------------------------------
By:
--------------------------------------
By:
--------------------------------------
20
EXHIBIT G
LESSEE'S CERTIFICATE
--------------------
The undersigned, ___________________________, is the tenant or lessee (the
"Lessee") under a lease (the "Lease) dated _______________________________,
between the Lessee and _______________________as landlord or lessor (the
"Lessor") of certain real property in the County of _________________________,
State of _______________________, as described in attached Exhibit A (the
"Property"). With the understanding that_________________________ will reply
upon the representations made herein in making a loan to Lessor (the "Loan")
and accepting an assignment of Lessor's interest in the Lease substantially
in the form attached as Exhibit H (the "Assignment of Lease"). Lessee hereby
represents and certifies as follows:
1. The Lease is in full force and effect and has not been modified,
supplement, canceled or amended in any respect.
2. Lessee has accepted the premises and taken possession thereof without any
existing condition or qualification and both the Lessor and the Lessee have
completed and complied with all required conditions precedent to such
acceptance and possession. Lessee has taken possession of the Property
without reservation and is not in default nor claims any default under the
Lease and Lessee has no claim, defenses or rights of offset against an rents
payable thereunder.
3. The term of the Lease commenced on or before _____________________, and
continues through at least ____________________, (the "Initial Term") and on
or before the first said date the lessee became obligated to pay rent during
the Initial Term in monthly installments each in an amount not less than
$______________ which rent obligation is continuing and is not past due or
delinquent in any respect. Due to annual escalation in the monthly rental
obligation, the current rent due as of the date hereof is $___________. No
installment of rent has been or will be prepaid more than one (1) month in
advance.
4. So long as the Loan is outstanding, Lessee will provide _______________,
will all information, including but not limited to evidence of payment of
taxes and insurance (if Lessee is obligated for such payments under the
Lease) as the Lessor may be entitled under the Lease, and Lessee will give
____________________same notice, including without limitation notices of
default and thereafter the same right to cure any defaults or take action as
the Lessor may be entitled under the Lease, without the obligation to cure
such defaults or take such action, and such time in addition to that which
Lessor may be entitled under the Lease, without the obligation to cure such
defaults or take such action, and such time in addition to that which Lessor
is entitled as may be reasonably necessary to cure such defaults to take such
action, provided __________________________ has indicated its intention to
cure or take action and purses the same with diligence.
5. Lessee ratifies and acknowledge the Assignment of Lease and Lessor's
assignment of the Lease and the rents to be paid thereunder to
_____________________________, and so long as the Loan is outstanding. Lessee
will not agree to any modification, amendment or supplement of the Lease or
any of its provisions without the prior written consent of __________________.
6. So long as the Loan is outstanding, ___________________________ or its
designee may enter upon the Property at all reasonable times to visit or
inspect the Property.
7. ______________________ and Lessor have represented to Lessee, and the
Lessee therefore acknowledges, that pursuant to the Assignment of Lease.
____________________________ is presently entitled to collect and receive all
rents to be paid under the Lease directly from Lessee. Based upon such
representations, Lessee agrees to pay all rents and installments of rent as
they become due directly to _________________________________ in the manner
and at such address as ___________________________ may hereafter direct by
written notice to Lessee. Until such notice is given by _____________________
Lessee. Lessee shall pay all rent and installments of rent to Lessor in
accordance with the provisions of the Lease.
8. All information, notices or requests provided for or permitted to be given
or made pursuant to this certificate shall be deemed to be an adequate and
sufficient notice if given in writing and service is made by registered or
certified mail or overnight air courier, or by facsimile communication,
addressed to the addresses set forth below, or to such other addresses as may
from time to time be specified in writing by Lessee or ______________________
to the other.
Attention:
--------------------------------
Loan No.:
--------------------------------
If to Lessee:
-------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
All requests or notices shall be effective upon being deposited in the United
States Mail, however the time period in which any response to any notice or
request must be made shall commence from the date of receipt or notice by the
addressee.
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9. If Lessee is a corporation or partnership, Lessee will preserve and keep
in force and effect its corporate or partnership existence and all licenses
or permits necessary to the proper conduct of its business during the
Initial Term of the Lease.
10. This certificate and the representation made herein shall be governed by
the laws of the state where the Property is situated and are binding upon
and insure to the benefit _________________________ and Lessee and their
respective successor and assigns and to no other persons or entities, and
the representations made herein shall survive the closing of the Loan and the
delivery of this certificate.
IN WITNESS WHEREOF, this certificate has been duly executed and delivered by
the authorized officers of the undersigned as of ____________________, 19____.
By: __________________________________
By: __________________________________
Date: _________________, 19 ___.
The undersigned acting as guarantor(s), of that certain lease dated
___________________, by and between _____________________ as Lessor, and
___________________, as Lessee, hereby state that their Guaranty of Lease
dated ___________________, remains in full force and effect.
__________________________________
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