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EXHIBIT 10.5.3
STATE OF FLORIDA
COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY
THIS AGREEMENT, executed the 9th day of November, 1998, by and between
CONDOR PROPERTIES OF MIAMI, INC., hereinafter referred to as "Lessor", and
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation, hereinafter
referred to as "Lessee";
W I T N E S S E T H
WHEREAS, Lessor owns certain realty suitable for leasing;
WHEREAS, Lessee is desirous of leasing said realty to utilize in its
business of maintaining, overhauling, supplying and redistributing aircraft
landing gear and associated parts to commercial and cargo airlines;
NOW, THEREFORE, in consideration of and subject to the premises, the
mutual covenants herein contained, and each and every act performed hereunder
by all of the parties, such parties enter into the following Articles of
Agreement:
ARTICLE I
THE DEMISED PREMISES AND THE TERM
Section 1.01 - Demised Premises. Lessor hereby warrants that it is the
owner of that certain realty which Lessor lets and demises to Lessee, and the
Lessee leases from Lessor. Said real estate, located at 0000 XX 00 Xxxxxx,
Xxxxx, Xxxxxxx 00000, is more particularly described in Exhibit "A" annexed
hereto and is hereinafter designated and referred to as "Demised Premises".
Section 1.02 - Title. Lessor warrants that it has a merchantable fee
simple title in and to the Demised Premises free and clear of all liens,
easements, restrictions and encumbrances, rights of way of record and easements
of record now existing thereon for public utilities and highway use except
those which have been disclosed to the Lessee on Schedule 1.02 hereto.
Section 1.03 - Zoning and Other Restrictions. Lessor warrants that the
Demised Premises and all improvements thereon are currently being used in
compliance with existing zoning. Lessor further warrants that no other
restrictions exist that would inhibit Lessee's use of the Demised Premises.
Further Lessor warrants that no other party has any rights to the Demised
Premises, either for possession or acquisition thereof.
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Section 1.04 - Habendum and Term. Lessor hereby leases the Demised
Premises to Lessee to have and to hold the Demised Premises with the rights,
privileges, easements and appurtenances thereto attaching and belonging, to the
Lessee, its successors and assigns, with a quiet and undisturbed possession to
Lessee, for an initial term of ten (10) years from the date hereof ("Initial
Term"). This lease shall be automatically extended for two additional five (5)
year periods (the "Renewal Term") upon the same terms and conditions as apply
herein unless either party provides written notice of termination to the other
party at least ninety (90) days prior to termination.
Section 1.05 - Use. The Lessee covenants that its use of the Demised
Premises shall be limited to its overhauling, maintenance, supplying and
redistribution of aircraft landing gears and associated parts (or such other
aircraft uses as the parties agree) to commercial and cargo airlines business
and that it will not use the Demised Premises or any improvements thereon for
any illegal or unlawful purpose, and further covenants not to grant permission
for the use by any permitted subtenant or occupant for illegal or unlawful
purposes, and the Lessee covenants that it will immediately, upon the discovery
of any such illegal or unlawful use, exert its best efforts to compel the
discontinuance of such uses.
ARTICLE II
RENT
Section 2.01 - Rent. The Lessee shall pay the Lessor during the
Initial Term of this lease rent in the amount of Twenty-One Thousand Six
Hundred Fifty Dollars ($21,650.00) per month ($259,838.00 per year based on
$6.50 per foot), payable in advance on the first day of each month commencing
on the effective date of this Agreement. Rent shall increase at the rate of one
percent (1%) per year during the Initial Term and any Renewal Terms.
Section 2.02 - Rent Payment. The Lessee shall during the term hereby
granted, pay to the Lessor the rent herein reserved and all
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such other sums as may become payable on account of the Lessee's default in the
observance of any of the covenants herein contained on the Lessee's part to be
performed, at the time and in the manner limited and prescribed herein for the
payment thereof.
Section 2.03 - Late Payment. Any installment of rent accruing under
the provisions of this lease which is not paid when due shall, after ten (10)
days written notice, bear interest at the rate of ten percent (10%) per annum
from the date due until paid, plus an additional service fee of two percent
(2%) for each delinquent payment due.
ARTICLE III
LESSEE'S COVENANTS
Section 3.01 - Taxes and Assessments. Lessee agrees to pay ten (10)
days before delinquent all taxes, general and special assessments and other
public charges levied upon or assessed against the Demised Premises which
become payable from and after the date this lease commences until expiration or
termination of this lease.
Section 3.02 - Receipts; Proration. Lessee shall exhibit to Lessor
from time to time official receipts evidencing payment of taxes as required in
Section 3.01 prior to the delinquent date. Any such taxes and other public
charges assessed against the Demised Premises for the tax year in which this
lease commences or terminates shall be equitably prorated between the parties
hereto if the commencement and the end of the term of this lease do not
coincide with the beginning or end of the tax year.
Section 3.03 - Installment Payment. Lessee shall have the right to
execute in the name of the Lessor and as its attorney in fact such agreement or
agreements or other instrument which may be required or permitted by law to
permit the payment of such taxes or assessments in installments, but Lessee
shall not be liable to pay any installments for taxes not due at the end of
this original or any renewed term after occupancy of the Lessee has closed.
Section 3.04 - Unpaid Taxes. If Lessee fails to pay any such taxes,
assessments or other public charges which it is obligated to pay as provided in
this Article, before the same become delinquent,
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then and in such event, Lessor may pay the same, together with any interest and
penalties thereon, and the amount so paid shall be deemed rent immediately due
and payable by Lessee to Lessor on demand, together with interest thereon at
the rate of ten percent (10%) per annum plus an additional service fee of two
percent (2%).
Section 3.05 - Contest of Taxes. Anything in this Article to the
contrary notwithstanding, Lessor agrees that Lessee shall have the right, at
Lessee's sole cost and expense, to contest the legality, validity, or the basis
of calculation, of any of the taxes, assessments or other public charges
provided to be paid by Lessee, but no such contest shall be carried on or
maintained by Lessee after such taxes, assessments or other public charges
become delinquent unless Lessee shall have duly paid the amount involved under
protest or shall procure and maintain a stay of all proceedings to enforce any
collection thereof and any forfeiture or sale of the Demised Premises, and
shall also provide for payment thereof together with all penalties, interest,
cost and expense by deposit of a sufficient sum of money or by a good and
sufficient undertaking as may be required by law to accomplish such stay.
Lessor agrees that it will, at the request of Lessee, execute or join in the
execution of any instrument or documents necessary in connection with any such
contest except bonds or undertakings. In the event any such contest is made by
Lessee, Lessee shall promptly, upon final determination thereof adversely to
Lessee, pay and discharge the amount involved, or affected by, any such
contest, together with any penalties, fines, interest, costs and expenses that
may have accrued thereon.
Section 3.06 - Maintenance and Repairs. As between the Lessor and the
Lessee, the Lessee shall pay or cause to be paid all non-structural repair and
maintenance costs and shall take good care of the Demised Premises and keep the
same and all parts thereof, together with any and all alterations, additions
and improvements therein or thereto, in good order and condition, except for
normal wear and tear, damage done by casualty not covered by the provisions of
the usual fire and extended coverage insurance, or acts of the Lessor.
The Lessor agrees to maintain the premises and structure in a good
state of repair during the term of this lease and, further, specifically agrees
that Lessor shall be responsible for: (1) major repairs to the utility systems
of the demised premises
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including, but not necessarily limited to, the following: heating and air
conditioning systems, sewer, water, electric, and plumbing; (2) all
non-structural and structural maintenance and repair to the roof, exterior
walls, and structural components; (3) replacement or modification of the
electrical system or plumbing system as necessary to bring the demised premises
into compliance with applicable building codes. In the event the Lessor fails
to make the repairs, replacements or modifications, or to perform the
maintenance described herein, the Lessee shall have the right to terminate this
lease upon thirty (30) days written notice sent by first class mail to the
Lessor.
Section 3.07 - Alterations and Improvements. The Demised Premises may
not be altered or changed without the written consent of the Lessor and the
Lessee shall not attach anything whatsoever to the Demised Premises that might
damage the Demised Premises or that might be a permanent attachment to the
Demised Premises without the written consent of Lessor. The consent of Lessor
shall not be unreasonably withheld. The costs of any such alterations or
improvements approved by Lessor shall be borne by the Lessee and shall remain
upon and be surrendered with the Demised Premises; provided, however, that any
trade fixtures installed by Lessee may be removed by Lessee at the expiration
of the term of this Lease, or of any renewal, provided that the Lessee is not
in default under the terms hereof and provided further that any damage
occasioned by any such removal shall be paid by Lessee.
Section 3.08 - Fees and Commissions. Lessor and Lessee represent to
each other that neither party has engaged the services of a real estate broker
or agent in negotiating or consuming the closing of this Lease. Lessor and
Lessee agree to indemnify and hold each other free and harmless of any
obligation for real estate commissions, finder's fees and legal fees earned as
services performed in connection with this lease.
Section 3.09 - Indemnification of Lessor. Lessee covenants and agrees
that Lessor shall not be liable for any injuries or damages to persons,
entities, or property from any cause whatsoever by reason of the use,
occupation, control or enjoyment of the Demised Premises by Lessee, or any
person entering thereon for any reason or invited (other than Lessor or their
agents), suffered or permitted by Lessee to go or be thereon or holding under
Lessee at any time during the term of this lease, and Lessee will save and
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hold harmless Lessor from and against any and all liability, penalties,
damages, expenses and judgments whatsoever on account of such injuries or
damages. The injuries and damages referred to in this paragraph shall include,
without limiting the generality of the preceding provisions, to injuries,
damages and mechanic's liens arising directly or indirectly out of any
demolition, repairs, restoration, reconstruction, changes, alterations and
construction which Lessee may make or cause to be made upon the Demised
Premises or any part thereof. Lessee, at Lessee's expense, agrees to employ
legal counsel to defend any action for which any claim shall be made for
injuries or damages commenced against Lessor by reason of the foregoing.
Section 3.10 - Compliance with Laws. The Lessee covenants that it will
during the demised term properly observe and at its own expense promptly comply
with and execute all present and future laws, rules, regulations and notices of
every nature and kind whatsoever of any governmental agency or authority
concerning the Demised Premises. It is expressly understood that the Lessee
shall have thirty (30) days or such time as said authorities shall accord, or
that Lessee shall necessarily need, within which to comply with, contest, obey,
carry out, observe and/or perform any such law, rule, regulation or notice.
Section 3.11 - Utilities. Lessee shall either pay or cause to be paid
all charges for gas, electricity, water, sewer and other public utility
services supplied to the Demised Premises during the term of this lease.
Section 3.12 - Liability and Property Insurance. Lessor shall, during
the term of this lease, maintain adequate fire and casualty liability insurance
coverage on the Demised Premises in solvent, mutual or stock companies or
company, insuring both the Lessor and Lessee, in an amount and form reasonably
acceptable to the parties.
Lessee shall, during the demised term, maintain adequate personal
property insurance insuring all equipment, trade fixtures, fixtures, inventory
and other personal property located on the Demised Premises. Lessee shall
maintain throughout the term of this lease adequate general liability insurance
coverage on the Demised Premises in solvent, mutual or stock companies or
company, insuring both the Lessor and the Lessee, in an amount and form
reasonably acceptable to the parties.
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ARTICLE IV
LESSOR'S COVENANTS
Section 4.01 - Quiet Possession. The Lessor covenants that the Lessee,
upon payment of the rent above reserved, and upon the due performance of the
covenants and agreements herein contained, shall and may at all times during
the term hereby granted, peaceably and quietly have, hold and enjoy the Demised
Premises pursuant to the terms hereof.
ARTICLE V
ENVIRONMENTAL COMPLIANCE
Section 5.01 - Definitions "Toxic or Hazardous Substances" shall be
interpreted broadly to include, but not be limited to, any material or
substance that is defined or classified under federal, state or local laws as:
(a) a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9601(14),
Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. ss.1321, as
now or hereafter amended; (b) a "hazardous waste" pursuant to Section 1004 or
Section 3001 of the Resource Conservation and Recovery Act, 42 U.S.C. ss.6903,
42 U.S.C. ss.6921, as now or hereafter amended; (c) a toxic pollutant under
Section 307(1)(a) of the Federal Water Pollution Control Act, 33 U.S.C.
ss.1317(1)(a); (d) a "hazardous air pollutant" under Section 112 of the Clean
Air Act, 42 U.S.C. ss.7412, as now or hereafter amended; (e) a "hazardous
material" under the Hazardous Material Transportation Act, 49 U.S.C.
ss.1802(2), as now or hereafter amended; (f) toxic or hazardous pursuant to
regulations promulgated now or hereafter under the aforementioned laws; or (g)
presenting a risk to human health or the environment under other applicable
federal, state or local laws, ordinances, or regulations, as now or as may be
passed or promulgated in the future. "Toxic or Hazardous Substances" shall also
mean any substance that after release into the environment upon exposure,
ingestion, inhalation or assimilation, either directly from the environment or
indirectly by ingestion through food chains, will or may reasonably be
anticipated to cause death, disease, behavior
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abnormalities, cancer or genetic abnormalities. "Toxic or Hazardous Substance"
specifically includes, but not limited to, asbestos, polychorinated biphenyls
(PCBs), petroleum and petroleum based derivatives and urea formaldehyde.
Section 5.02 - Representations and Warranties Lessor represents and
warrants to Lessee that (i) to the best knowledge of Lessor, any handling,
transportation, storage, treatment or use of Toxic or Hazardous Substances that
has occurred on the Demised Premises to date has been in compliance with all
applicable federal, state, and local laws, regulations and ordinances, and (ii)
to the best knowledge of Lessor, no leak, spill, release, discharge, emission
or disposal of Toxic or Hazardous Substances has occurred on the Demised
Premises to date and the soil, groundwater, and soil vapor on or under the
Demised Premises is free of Toxic or Hazardous Substances as of the date the
term of this Lease commences. Lessor shall be responsible for any required
cleanup or liability brought about by actions or inactions of any parties prior
to Lessee's possession of the Demised Premises. A Limited Phase II
Environmental Assessment was conducted on the Demised Premises June 17, 1998.
Lessor has provided Lessee with the Limited Phase II Environmental Assessment
Report dated June 17, 1998. Lessor had any and all recommended cleanups
recommended by the Limited Phase II Environmental Assessment Report performed
prior to Lessee's possession of the Demised Premises.
Section 5.03 - Indemnities
(a) Lessor's Indemnity. Lessor agrees to indemnify, defend (with
counsel satisfactory to Lessee) and hold Lessee and its officers, employees,
contractors, and agents harmless from any claims, judgments, damages,
penalties, fines, expenses, liabilities or losses arising during or after the
lease term out of or in any way relating to a breach of the environmental
warranties made by Lessor above or to the presence, release or disposal of
Toxic or Hazardous Substances on or from the Demised Premises except where such
presence, release or disposal results from any act or omission of Lessee during
its occupancy of the Demised Premises. Such indemnity shall include, without
limitation, costs incurred in connection with:
(i) the presence or suspected presence of Toxic or Hazardous
Substances in the soil, groundwater or soil vapor on or under the
Demised Premises before Lessee occupies the Demised Premises or the
Lease Term commences;
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(ii) the presence or suspected presence of Toxic or Hazardous
Substances on or under the Demised Premises as a result of any
discharge, dumping, spilling (accidental or otherwise) onto the
Demised Premises during Lessee's occupancy of the Demised Premises or
after the lease term commences by Lessor.
The indemnification provided by this section shall also specifically
cover, without limitation, costs incurred in connection with any investigation
of site conditions or any cleanup, remedial removal or restoration work
required in either event by any federal, state or local governmental agency or
political subdivision or by court order because of the presence or suspected
presence of Toxic or Hazardous Substances in the soil, groundwater, or soil
vapor on or under the Demised Premises, for which Lessor is responsible as
provided above. Such costs may include , but not be limited to, response costs
incurred as a result of the order of a court or governmental agency and related
attorneys fees, consultants fees, and expert fees.
The foregoing environmental indemnity shall survive the expiration or
earlier termination of this Lease and/or any transfer of all or any portion of
the Demised Premises, or of any interest in this Lease.
(b) Lessee's Indemnity Lessee agrees to indemnify, defend (with
counsel satisfactory to Lessor) and hold Lessor and its officers, employees,
contractors, and agents harmless from any claims, judgments, damages,
penalties, fines, expenses, liabilities or losses arising during or after the
lease term out of or in any way relating to the presence, release or disposal
of Toxic or Hazardous Substances on or from the Demised Premises where such
presence, release or disposal results from any act or omission of Lessee during
its occupancy of the Demised Premises. Such indemnity shall, without
limitation, include costs incurred in connection with:
(i) the presence or suspected presence of Toxic or Hazardous
Substances in the soil, groundwater or soil vapor on or under the
Demised Premises resulting from any act or omission of Lessee;
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(ii) the presence or suspected presence of Toxic or Hazardous
Substances on or under the Demised Premises as a result of any
discharge, dumping, spilling (accidental or otherwise) onto the
Demised Premises by Lessee during Lessee's occupance of the Demised
Premises or after the lease term commences.
The indemnification provided by this section shall also specifically
cover, without limitation, costs incurred in connection with any investigation
of site conditions or any cleanup, remedial removal or restoration work
required in either event by any federal, state or local governmental agency or
political subdivision or by court order because of the presence or suspected
presence of Toxic or Hazardous Substances in the soil, groundwater, or soil
vapor on or under the Demised Premises, for which Lessee is responsible as
provided above. Such costs may include, but not be limited to, response costs
incurred as a result of the order of a court or governmental agency and related
attorneys fees, consultants fees, and expert fees.
The foregoing environmental indemnity shall survive the expiration or
earlier termination of this lease and/or any transfer of all or any portion of
the Demised Premises, or of any interest in this lease.
ARTICLE VI
EMINENT DOMAIN
Section 6.01 - Eminent Domain. If more than twenty-five percent (25%)
of the land area of the Demised Premises is taken under the power of eminent
domain (including any conveyance made in lieu thereof), and such taking shall
make the operation of Lessee's business on the Demised Premises impractical,
then Lessee shall have the right to terminate this lease by giving Lessor
written notice of such termination within thirty (30) days after such taking or
condemnation. If Lessee does not so elect to terminate this lease, the rental
to be paid by Lessee hereunder shall be
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equitably reduced in proportion to Lessee's loss of the use of the Demised
Premises. Any award or awards payable on account of any taking or condemnation
of all or part of the Demised Premises shall be payable to Lessor.
ARTICLE VII
DEFAULT
Section 7.01 - Termination of Lease. Upon occurrence of any default,
Lessor may, at its option, in addition to any other remedy or right given
hereunder or by law,
(a) terminate and cancel this lease at any time after the expiration
of thirty (30) days from the giving of notice of default to the party
in default, but only if the party in default has not remedied such
default within the said thirty (30) days or if the party in default
has not commenced such act or acts as shall be necessary to remedy the
default and shall complete such act or acts promptly; or
(b) terminate this lease for the nonpayment of rent at any time after
the expiration of ten (10) days following written notice to Lessee of
nonpayment of such rent (provided each default has not been cured);
and
(c) any termination of this lease under sub-paragraphs (a) and (b) of
this Section 7.01 shall not prejudice Lessor's right to prosecute any
other remedy which it may have for a breach of this lease or default
hereunder.
Section 7.02 - Event of Default Defined. Each of the following shall
be deemed an event of default:
(a) Default in the payment of rent or other payments hereunder where
such default has not been cured within 10 days of written notice of
such default;
(b) If Lessee shall default in the performance or observance of any
other covenant or condition of this lease by the Lessee to be
performed or observed and such default has not been cured within 30
days written notice of such default;
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(c) The filing or execution or occurrence of
(1) A petition in bankruptcy by or against the Lessee which
remains undischarged for 60 days after filing;
(2) A petition or answer against Lessee seeking a reorganization,
arrangement, composition, readjustment, liquidation, dissolution
or other relief of the same or different kind under any provision
of the Bankruptcy Act;
(3) Adjudication of Lessee as a bankrupt or insolvent or
insolvency in the bankruptcy or equity sense;
(4) An assignment by Lessee for the benefit of creditors, whether
by trust mortgage or otherwise;
(5) A petition or other proceeding by or against the Lessee for,
or the appointment of, a trustee, receiver, guardian, conservator
or liquidator of Lessee with respect to all or substantially all
of its property;
(6) A petition or other proceeding by or against the Lessee for
its dissolution or liquidation, or the taking of possession of
the property of the Lessee by any governmental authority in
connection with dissolution or liquidation; or
(7) The taking by any person of the leasehold created hereby or
part thereof upon execution, attachment or other process of law
or equity (except pursuant to a valid assignment or sublease
pursuant to Article VIII).
Section 7.03 - Repossession. Upon termination of this lease as
hereinabove provided, or pursuant to statute, or by summary proceedings or
otherwise, the Lessor may enter forthwith without further demand or notice upon
any part of the Demised Premises, if it has not theretofore done so, and resume
possession either by summary proceedings, or by action at law or in equity or
by entry or otherwise as the Lessor may determine, and shall not be liable in
trespass or for any damages to Lessee or any other person. In no event shall
such re-entry or resumption of possession or reletting as hereafter provided be
deemed to be an acceptance or surrender of this lease or a waiver of the rights
or remedies of Lessor hereunder.
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Section 7.04 - Reletting. Upon termination of this lease in any manner
above provided, the Lessor shall use reasonable efforts to relet the Demised
Premises.
Section 7.05 - Lessor's Right to Cure Default of Lessee. If Lessee
shall be in default in any of the terms or provisions of this lease, other than
the payment of rental, Lessor may, after thirty (30) days written notice to
Lessee, immediately or at any time thereafter, without being required to give
notice, perform the same for the account of Lessee and at the cost and expense
of Lessee, and Lessee shall pay to Lessor on demand any amount properly paid by
Lessor including reasonable attorney fees for such purpose, with interest
thereon at the rate of ten percent (10%) per annum plus an additional service
fee of two percent (2%) from the date of payment thereof by Lessor.
Section 7.06 - Non-Exclusive Effect. The default provisions in this
Article VII shall not operate to exclude, override or limit any other right or
remedy provided in this lease, but shall be read in conjunction with the other
provisions hereof as supplementary thereto, and any election by the party for
whose benefit a particular provision operates, as communicated in any notice to
the other party, shall be conclusive as to the provision under which the former
is proceeding. Unless otherwise specified in such notice, however, any such
election shall not act as a waiver of the right to proceed under any other
provision at any other time with respect to the same or any other breach,
default, omission or failure of performance which may be the subject of the
election.
ARTICLE VIII
ASSIGNMENT, SUBLETTING, ATTORNMENT
Section 8.01 - Assignment. This lease may be assigned only with the
written consent of the Lessor which will not be unreasonably withheld.
Section 8.02 - Subletting. Lessee shall not sublet the Demised
Premises or any part thereof without the express written consent of the Lessor
which will not be unreasonably withheld.
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Section 8.03 - Assignment by Lessor. Lessor may, from time to time,
without further consent of Lessee, assign Lessor's interest in this lease,
either in whole or in part, to any bank, insurance company, or other
established lending institution, but only subject to the rights of Lessee under
this lease and only while the Lessee is not in default.
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ARTICLE IX
TRANSFER OF LESSOR'S INTEREST
Section 9.01 - Transfer of Lessor's Interest. In the event of the
sale, assignment or transfer by Lessor of its interest in the Demised Premises
or in this lease (other than a collateral assignment to secure a debt of
Lessor) to a successor in interest who expressly assumes the obligations of
Lessor hereunder, Lessor shall thereupon be released or discharged from all of
its covenants and obligations hereunder, except such obligations as shall have
accrued prior to any such sale, assignment or transfer; and Lessee agrees to
look solely to such successor in interest of Lessor for performance of such
obligations. Lessor's assignment of the lease or of any or all of its rights
herein shall in no manner affect Lessee's obligations hereunder. Lessee shall
thereafter attorn and look to such assignee, as Lessor, provided Lessee has
first received written notice of such assignment of Lessor's interest.
ARTICLE X
SUPPLEMENTARY AGREEMENT
Section 10.01 - Agreement as to Modification. Lessee agrees at any
time and from time to time upon not less than ten (10) days prior written
request by Lessor, to execute, acknowledge and deliver to Lessor, and Lessor
agrees at any time and from time to time, upon not less than ten (10) days
prior written request by Lessee, to execute, acknowledge and deliver to Lessee
a statement in writing certifying that this lease is unmodified and in full
force and effect (or if there have been mutually agreed upon modifications that
the same is in full force and effect, as modified, and stating the
modifications), and the dates to which the fixed rent and other charges have
been paid in advance, if any, and whether or not there is any existing default,
other than on any existing mortgage, by Lessee with respect to any sums of
money required to be paid by Lessee under the terms of this lease, or notice of
default served by Lessor, it being intended that any such statement delivered
pursuant to this paragraph may be relied upon by any prospective purchaser of
the fee or leasehold estate or by any prospective or existing mortgagee or
assignee of any mortgage upon the leasehold estate, or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
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Lessor shall allege non-performance by Lessee, the nature and extent of such
non-performance shall, insofar as actually known by Lessor, be summarized
therein. In the event that either party shall fail to execute, acknowledge and
deliver to the other each statement prior to the expiration of said ten (10)
day period, it shall be conclusively presumed a certification that this lease
is unmodified and in full force and effect, that all rental has been paid to
date and that there is no existing default.
Section 10.02 - Acknowledgment of Rent. The Lessor within ten (10)
days, upon request of the Lessee or any holder of a mortgage on the fee or
leasehold interest herein demised, will furnish a written statement duly
acknowledging the amount of rent and additional rent due, if any.
Section 10.03 - Easements. Lessor covenants and agrees that it will
execute any and all instruments that may be required of the Lessor in
connection with the granting of easements for installation of water, gas,
steam, electricity, telephone, sewage and storm drainage of the various utility
companies affecting any street, opened or proposed, on any part of the Demised
Premises.
Section 10.04 - Notice of Default. Wherever in this lease the Lessor
is given the right to pay any sum of money or perform any act which, by the
terms of this lease, are to be performed by the Lessee, Lessor agrees that it
will not so pay or perform until it has given Lessee thirty (30) days written
notice of its intent so to do and the Lessee at the expiration of such thirty
(30) day period has not made such payment or commenced and is diligently
prosecuting such performance; provided, however, that such period shall not
exceed any other period of notification specifically set forth herein relating
to specific acts of the parties hereto, it being specifically understood that
this thirty (30) day period notice shall not control or override the other
notice requirements specifically set forth in the lease agreement.
ARTICLE XI
NOTICES
Any and all notices by the Lessor to the Lessee, or by the Lessee to
the Lessor, shall be in writing and by registered or certified mail addressed
to the respective addresses below stated:
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To the Lessor by Communication addressed to:
Condor Properties of Miami, Inc.
Attn: Xxx Xxxxxx
0000 XX 00 Xxxxxx
Xxxxx, Xxxxxxx 00000
With a Copy to:
Xxxxxxxxxxx X. Xxxxx
Xxxxx, Xxxxxxx & Xxxxx, P.A.
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, XX 00000
To the Lessee by Communication addressed to:
American Aircarriers Support, Incorporated
Attn: Xxxx X. Xxxxx
P. O. Xxx 0000
Xxxxxxxxx, XX 00000
With a Copy to:
Xxxxx X. Xxxx
Xxxx, Layton, Kersh, Solomon,
Sigmon, Xxxx & Xxxxx, P.A.
Xxxx Xxxxxx Xxx 0000
Xxxxxxxx, XX 00000-0000
Rent shall be payable by check sent by ordinary mail to the Lessor at the above
address for notices.
ARTICLE XII
VALIDITY OF PROVISIONS
If any clause or provision herein contained shall be adjudged invalid,
the same shall not affect the validity of any other clause
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or provision of this lease or constitute any cause of action in favor of either
party as against the other, unless the same shall prevent the operation upon
the Demised Premises of the use now contemplated by the parties.
The Lessor and the Lessee hereto agree to execute and deliver upon
notice as set forth elsewhere in this lease, any and all instruments in writing
necessary to carry out any terms, conditions, covenants or assurances in this
lease.
ARTICLE XIII
BINDING ON HEIRS
It is further covenanted and agreed, by and between the Lessor and the
Lessee, that all the covenants, agreements, provisions, conditions and
undertakings in this lease contained shall extend to and be binding upon the
heirs, executors, successors, and permitted assigns of the respective Lessor
and Lessee hereto, and the same as if they were in every case named and
expressed, and shall be construed as covenants running with the land; and that
wherever in this lease reference is made to either the Lessor or the Lessee
hereto, it shall be held to include and apply to (wherever and whenever
applicable) also the heirs, executors, successor, personal or legal
representatives, and permitted assigns of each Lessor or Lessee, and same as if
in each and every case so expressed.
ARTICLE XIV
HOLDING OVER
If Lessee shall hold over after the expiration of the term of this
lease, or any extension thereof, such tenancy shall be from month to month only
and upon all the terms, covenants and conditions hereof.
ARTICLE XV
EXTENSION OF TIME
It is covenanted and agreed by and between the Lessor and the Lessee
that the time or times herein specified within which the Lessee or Lessor is
required to perform any act or to do anything
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in order to comply with the terms and provisions of this lease except for the
obligation to pay rent or other sums coming due, shall be, and they are each
hereby, extended to the extent that the Lessee or Lessor is actually and in
good faith delayed or hindered by strikes, lockouts, force majeure, the
elements, or other causes or conditions beyond Lessee's or Lessor's control.
ARTICLE XVI
SURRENDER OF PREMISES
The Lessee shall surrender and deliver up the Demised Premises, in as
good condition as when received, reasonable and ordinary wear and tear
excepted.
ARTICLE XVII
INSPECTION AND ACCESS TO DEMISED PREMISES
The Lessor shall have access to the Demised Premises at reasonable
hours for inspection. Lessor's inspection shall be on a reasonable interval and
upon reasonable notice to the Lessee. Lessor shall have access to the Demised
Premises so that Lessor may enter other parts of the building (i.e. Section B
and Section C). Since the driveway is a common driveway used by all tenants of
the building, Lessee shall not do anything whatsoever to prevent other tenants
access to the driveway.
ARTICLE XVIII
ATTORNEYS' FEES
In the event it is necessary for either Lessor or Lessee to commence
legal action against the other on account of a default or violation of any of
the terms or conditions of this lease, by the other, the party prevailing in
such action shall be entitled to recover, in addition to any other relief
granted, attorneys' fees in an amount which the Court may determine to be
reasonable.
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ARTICLE XIX
CONSTRUCTION AND INTERPRETATION
The titles, headings or catch lines preceding the Articles of this
lease agreement are for the purpose of easy reference and shall not be
considered a part of this agreement. Further, this lease agreement is made and
executed in the State of Florida and shall be construed, interpreted, and
enforced pursuant to the laws of the State of Florida.
ARTICLE XX
SHORT FORM LEASE
Lessor or Lessee shall have the right to require of the other party
that a short form lease be executed at the time of the execution of this lease
instrument, or thereafter upon request at Lessee's sole expense said short form
lease to be for recording purposes only.
ARTICLE XXI
WAIVER
No waiver of a breach of any of the agreements or provisions contained
in this lease shall be construed to be a waiver of any subsequent breach of the
same or of any other provisions in the lease.
ARTICLE XXII
REQUEST TO SIGN LANDLORD WAIVER
Lessor agrees to any reasonable request to execute a landlord waiver
in favor of any lending institution of Lessee.
ARTICLE XXIII
COMPLETE AGREEMENT
This instrument contains the complete agreement of the parties
regarding the terms and conditions of the lease of the Demised Premises and
there are no oral or written conditions, terms, understanding of other
agreements pertaining thereto which have not been incorporated herein.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.
LESSOR:
ATTEST: CONDOR PROPERTIES OF MIAMI, INC.
/s/ Xxxxxx Xxxxxxxxx By /s/ Xxx Xxxxxx
---------------------------- ---------------------------------
[SEAL]
LESSEE:
ATTEST: AMERICAN AIRCARRIERS SUPPORT,
INCORPORATED
/s/ Xxxxx X. Xxxx By /s/ Xxxx X. Xxxxx
---------------------------- ---------------------------------
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