| Xxxxxx X. Jiramek
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| Xxxxxxxx Xxxxxx
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STATE
OF MARYLAND: County of: Xxxxxx: TO WHIT:
I
HEREBY CERTIFY that on this 25th day of May, 1999 before me, the subscriber, a Notary Public of the State of Maryland, personally appeared , and they acknowledged
the foregoing Guaranty of Lease to be their act and deed.
AS
WITNESS my hand and Notarial Seal.
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| /s/ Xxxxxx Xxxxx
Notary Public
My commission expires: 5-11-02
STANDARD INDUSTRIAL LEASE
INFORMATION SCHEDULE
This Information Schedule is a part of the lease between the parties named below. The information in this Schedule is further explained and detailed in the
rest of the Lease, most particularly in the referenced Lease Paragraphs.
INFORMATION
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| PARAGRAPH
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DATE OF LEASE:
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June 1, 1997
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#1
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PARTIES:
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LANDLORD: XXXXXXXX XXXXXX
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#1, #19
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TENANT: VIEW SYSTEMS, INC.
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#1, #19
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PREMISES:
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That portion of Broken Land Industrial Center, Exhibit A, leased by Tenant from Landlord and shown cross-hatched on Exhibit A, containing the agreed upon equivalent of 8,000 square feet, more or less, of rentable area. The premises are further
identified and known as 9693 Xxxxxx Xxxx, Suite N, O, P, and Q, Xxxxxxxx, XX 00000.
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LANDLORD'S WORK:
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(None.)
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OCCUPANCY:
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The "Date of Occupancy" shall be the date Tenant begins business in the Premises, but no later than June 1, 1999.
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#3.2
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TERM:
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The "Lease Term" begins on the Date of Occupancy and ends at midnight on the last day of the 36 full calendar month thereafter.
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RENTS:
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Fixed Minimum Rent: Eight thousand dollars ($8,000.00) commencing on the occupancy date. In the event the said rent commencement date occurs on a day other than the first day of a calendar month, Tenant shall pay to the Landlord on such day a
proportionate share of the fixed minimum rent for the balance of that month, computed on a per diem basis by dividing the monthly fixed minimum rent by thirty (30).
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The fixed minimum rent shall be increased at the Landlord's sole option to a level not to exceed $9,000.00 per month for the duration of the first option period of three years.
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The fixed minimum rent shall be increased at the Landlord's sole option to a level not to exceed $10,000.00 per month for the duration of the second option of three years.
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Tenant shall pay all Real Property Taxes during the original term of this Lease and during any option period as exercised by the Tenant.
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DEPOSIT:
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The initial deposit is $16,000.00, of which amount $8,000.00 shall constitute payment by Tenant of the fixed minimum rent due hereunder for the first full month of the term and the balance thereof in the amount of $8,000.00 shall be applied as
provided in Section 5.3.
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RENEWAL:
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| Two successive option periods of three years. Fixed Minimum Rent: During any renewal option Period shall be as shown under paragraph titled "RENTS"
above.
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#4.2
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PERMITTED USES:
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| Specific:Corporate offices,
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| General:Carrying out any related business activity permitted by Tenant's Corporate Charter
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STANDARD INDUSTRIAL LEASE
1. PARTIES. This lease is made as of the date shown in the Information Schedule, between the parties as provided in said
schedule.
2. PREMISES; PROPERTY.
2.1 PREMISES. In consideration of the agreements in this Lease and other consideration paid, Landlord leases to the
Tenant and the Tenant leases from Landlord:
(a)the
"Premises" described in the Information Schedule and shown on Exhibit "A". The Premises is located in the "Building" located in the Broken Land Business Center described in
Exhibit "A" and the Information Schedule.
(b)the
non exclusive right to use the parking and loading area, if any, described in the Information Schedule and as shown as the "Adjacent Site Improvements" on Exhibit "A".
(c)the
right to use together with Landlord and other tenants of the Industrial Park, the driveways, parking (to the extent not leased to other tenants for their non exclusive use), and
grounds.
The
"Premises" leased are the Building Space and Adjacent Site Improvements.
3. POSSESSION; PERMITS.
3.1 POSSESSION. Tenant may cancel this lease if possession is not provided within ninety (90) days from the Lease
date. Tenant agrees not to seek damages if occupancy is delayed due to any of the events in Article 15 or any other cause beyond the reasonable control of the Landlord.
3.2 PERMITS. Upon execution of Lease by both parties, Tenant shall, at Tenant's own expense, promptly obtain from the
appropriate governmental authorities any and all permits, licenses and the like required to permit Tenant to begin business in the Leased premises for the purposes herein stated. The parties believe
and understand the Tenant's intended use(s) will qualify for all necessary permits, licenses, and the like. In the event such is not the case, Tenant shall have the option, upon prompt written notice
to Landlord, to cancel this Lease.
4. TERM.
4.1 COMMENCEMENT AND TERMINATION. The Lease Term is as provided in the Information Schedule. If the Tenant is on the
premises before the Date of Occupancy, the terms of the Lease (except rentals) will govern. This lease is not terminable by Tenant, except as expressly stated.
4.2 RENEWAL OPTIONS. Tenant will have the option of extending this lease for option periods, as provided in the
Information Schedule, each on the same terms and conditions, except that the fixed minimum rent during the renewal option terms shall be as detailed on the attached Information Schedule. If Tenant
exercises any option to renew this Lease, Tenant shall give notice to Landlord of its election to exercise each option at least 180 days before the end of the original term of the previous
option period. Tenant's right to exercise any option period is conditioned on Tenant's not being in default under this Lease at the time of each notice of intent to exercise the option and at the
beginning of each option term. A termination of the Lease prior to the stated expiration date will terminate any right of renewal.
5. RENTS, SECURITY DEPOSITS.
5.1 FIXED MINIMUM RENT. Tenant agrees to pay Landlord Fixed Minimum Rent (the Rent) for the Premises in the amounts
listed in the attached Information Schedule. The Rent will be paid in monthly
installments, in advance, without offset, deduction or prior demand, on the first day of each month of the original and any renewal Lease Term.
5.2 RENT OBLIGATIONS INDEPENDENT; ABATEMENT; PRORATION; WHERE PAYABLE; LATE CHARGES. The rent obligations are
independent of any other obligations of Tenant or Landlord and Tenant is not entitled to any abatement or reduction which would alter this agreement of the parties. Rent due for any period which is
less than one month will be prorated as shown in Information Schedule. Rent is payable to Landlord at the address at Paragraph 19 or to persons or at places the Landlord may state in writing. A
five percent (5%) handling fee is due on any rent not paid within fifteen (15) days of the due date, unless Landlord elects to pursue actions under Paragraph 13.
5.3 SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the
amount provided in the Information Schedule. Landlord may apply alll or part of the Security Deposit to any unpaid rent or other charges due from Tenant under the terms of this lease or to cure any
default of Tenant. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within ten (10) days after Landlord's written request.
Tenant's failure to comply with this provision shall be a material default. No interest is payable on the Security Deposit, Landlord is not required to keep the Security Deposit in a separate account
and no trust relationship is created as to the Security Deposit.
6. USE, COMPLIANCE WITH LAW, CONDITION OF PREMISES.
6.1 USE. Tenant covenants and agrees to use the Premises for no purpose other than those listed in the Information
Schedule.
6.2 COMPLIANCE WITH LAW. Tenant, at its expense, will comply promptly with all statutes, ordinances, rules and
regulations, orders and requirements (including the recommendations fo fire rating organizations, Tenant's and Landlord's underwriters and insurance companies), in effect during the Lease Term
regulating the use of the Premises by Tenant. Tenant will not carry on, nor permit any dangerous or offensive activity so as to create damage to the property, waste, a nuisance, or disturbance to
other tenants.
6.3 CONDITION OF PREMISES. Tenant accepts the Premises in the condition existing as of the date of this Lease, subject
only to satisfactory operation of the existing heating unit in the warehouse area of the Premises and the satisfactory operation of the heating and air conditioning unit in the office/ showroom area
of the Premises. Tenant may ask for inspection of the aforesaid units by a third party (satisfactory to both Tenant and Landlord) to establish condition. Any material defects, established by said
inspection, must be repaired prior to Tenant taking possession. Tenant will pay the first $100.00 of any charges incurred for such work, the Landlord will pay for the remaining charges, if any.
7. MAINTENANCE, REPAIRS, AND ALTERATIONS.
7.1 TENANT'S OBLIGATIONS. During the Lease Term, Tenant shall maintain, replace and keep the Premises in good and clean
order, condition and repair including fixtures and equipment (including, but not limited to, all windows and doors and their fixtures, electrical system, plumbing, heating and cooling equipment and
interior partitions.) Tenant will maintain maintenance contract covering the air conditioning system. Tenant will maintain maintenance contract covering the air conditioning system.
Tenant waives the benefits of any statute which would give Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the premises in good
order, condition and repair. Tenant agrees only non-hazardous trash in suitable containers will be stored outside the Building Space.
7.2 LANDLORD'S OBLIGATIONS. Landlord will maintain the roof, the structural integrity of the exterior walls, structural
supports and foundations of the Building and the paved areas of the Borken Land Business Center unless covered by the provisions of Paragraph 9.3. Landlord will maintain the common areas of the
Park and the exterior surface of the Building's walls and any common use lighting as a Property Cost. Landlord may enter the premises on reasonable notice to carry out its obligations. Landlord is not
liable for any reasonable interruption of Tenant's use of the Premises.
It
is expressly agreed between the parties that the Landlord will not be liable to the Tenant for any damage or injury which may be sustained by the Tenant of those claiming through
Tenant as a result of leaks in the roof, foundation or outside walls. The Landlord will be liable to the Tenant only in the event of the Landlord's willful refusal to repair the roof, foundation and
outside walls or Landlord's gross negligence in making such repairs.
7.3 N/A
7.4 SURRENDER OF PREMISES. At the end of the term, or any other termination, Tenant will return the Premises in good,
clean condition and operating order, after completing all maintenance and replacement which is Tenant's responsibility. Damage by ordinary wear and tear is excepted to the extent that it is not part
of Tenant's obligation to maintain and replace. Also excepted is casualty from causes against which Landlord carries insurance. Extraordinary wear and tear due to Tenant's use of the Premises is the
responsibility of Tenant. Damage to the Premises caused by paragraph 7.5 9c) removals will be repaired by Tenant.
7.5 ALTERATIONS AND ADDITIONS.
(a)CONSENT. Except as noted, Tenant will not make any alterations or improvements to the Premises, or changes to the exterior of the
Premises, or the exterior of the Building without Landlord's prior written consent. Landlord may condition its consent with any of the following:
(i)Tenant's
agreement to remove any alterations or improvements upon termination, and to restore the premises to the prior condition.
(ii)A
lien and completion bond equal to one and one-half times the estimated cost of improvements.
(iii)Insurance
necessary to protect both parties while work is in progress.
Prior
to commencing any work, Tenant will give Landlord plans and specifications drawn by a licensed professional, certified as meeting legal and professional standards. Tenant will
complete all work in a workmanlike manner, and the work will be done so as to cause a minimum of interference at Broken Land Business Center.
It
is herewith noted that Landlord grants permission to Tenant to carry out the following alterations and/or additions (subject to the terms of this clause):
7.5 (b)
LIENS. Claims for labor or materials will be paid by Tenant when due or secured by bond.
At
least ten (10) days prior to beginning work on the premises notice will be sent to Landlord so that Landlord may post notices of non-responsibility.
7.6 (c)
SURRENDER OF REMOVAL OF ALTERATIONS. Unless removal is required by paragraph 7.5 (a), all alterations or
improvements will become the property of Landlord and will be surrendered with the Premises at the end of the Lease Term or other termination, without payment. Tenant's machinery and equipment, unless
it is fixed to the Premises so that it cannot be removed without material damage, remains the property of the Tenant and may be removed by Tenant subject to Paragraph 7.4.
8. INSURANCE.
8.1 LIABILITY INSURANCE. During the Lease Term, Tenant will maintain a policy of comprehensive general liability
insurance insuring Landlord and Tenant against liability arising out of the ownership, use, occupancy or maintenance of the Premises. The insurance will be for not less than $1,000,000.00 for bodily
injury or personal injury to or death of one persons in any one accident or occurrence and for not less than
$1,000,000.00 for bodily injury or personal injury to or death of more than one person in any one accident or occurrence. The insurance shall insure Landlord and Tenant against liability for property
damage of at least $100,000.00. The limits of the insurance will not limit the endorsements, if applicable, and will insure Tenant's performance fails to maintain the required insurance the Landlord
may, but does not have to, maintain the insurance at Tenant's expense. The policy shall expressly provide that it is not subject to invalidation of the Landlord's interest by reason of any act or
omission on the part of Tenant.
8.2 a)
HAZARD INSURANCE ON BUILDING. During the Lease Term Landlord will maintain policies of insurance covering loss or
damage to the Building in the amount of the full replacement value, providing protection against all perils included within the classification of fire and extended coverage. Landlord may elect to
provide rent loss, vandalism, malicious mischief, sprinkler leakage, war, automobile, flood, air conditioner and all risk insurance. The insurance will provide for payment of loss to Landlord or to
the holder of a first mortgage or deed of trust on the property.
b) N/A
c) TENANT'S PERSONAL PROPERTY. Tenant assumes all risk of loss or damage to Tenant's Property. Tenant assumes the risk
that loss or damage to Tenant's Property, to the Premises or to the Property may result in loss of income, profits, or good will to the business or Tenant or other persons interested in Tenant's
Property. Tenant releases and holds Landlord harmless from liability for these losses or damage, except arising out of Landlord's gross negligence or willful misconduct.Tenant's Property includes all
goods, all fixtures, improvements and betterments placed in or about the Premises belonging to Tenant or any person
connected with, or claiming under or through loss or claims, including reasonable attorneys fees and cost in defending a claim, arising out of loss or damage to Tenant's Property belonging to others.
Landlord means Landlord, its employees and agents.
TENANT
SHALL PROVIDE INSURANCE THE EXTENT OF NOT LESS THAN NINETY PERCENT (90%) OF THE FAIR MARKET VALUE OF TENANT'S PROPERTY AS APPRAISED BY TENANT'S INSURER(S), WITH AN AGREED
AMOUNT ENDORSEMENT.
8.3 a)
TENANT'S INSURANCE POLICIES. Insurance carried by Tenant will be with companies licensed in the State in which
the Property is located. The Tenant will deliver to Landlord certified copies of the policies of insurance or certificates evidencing the existence and amounts of insurance. No policy shall be
cancelable or subject to reduction of coverage or other modification except after 30 days prior written notice to Landlord. Tenant shall, at least 30 days prior to the expiration of the
policies, furnish Landlord with renewals or "binders" for the policies, or Landlord may order the required insurance and charge the cost to Tenant pursuant to Paragraph 23.
b) INCREASED RISK. Tenant will not do anything or permit anything to be done by anyone under its
control to allow any hazardous condition to exist ("Increased Risk") which shall invalidate or cause the cancellation of the insurance policies carried by either Tenant or Landlord. If Tenant does or
permits any Increased Risk which causes an increase in the cost of Landlord's insurance policies, then Tenant shall reimburse Landlord pursuant to Paragraph 23 for additional premiums
attributable to any act. Omission or operation of Tenant causing the increase in the premiums, including, but not limited to, non-additional premiums will not excuse Tenant from
terminating or removing the Increased Risk unless Landlord agrees in writing. Absent agreement, Tenant shall promptly terminate or remove the Increased Risk.
8.4 WAIVER OF SUBROGATION ON PROPERTY POLICIES. Each party releases the other party from any and all liability or
responsibility (to the other party or anyone claiming through or under them by way of subrogation of otherwise) for loss or damage to property resulting from causes insured against, even if such
casualty has been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. This release shall be applicable and in force and effect only with respect to
loss or damage occurring during a time when the releasor's policies contain a clause or endorsement to the effect that any such release shall not adversely affect or impair the policies or prejudice
the right of the
releaser to recover under the policy in question. Each party agrees that is policies will include such a clause or endorsement so long as the other party pays the extra cost. Each party shall notify
the other party of any extra cost. The other party may then elect to have the clause or endorsement included by paying the cost. The release shall not limit the effectiveness of any indemnity,
assumption of risk or release of liability contained elsewhere in this Lease.
8.5 INDEMNITY. Tenant shall indemnify and hold harmless Landlord, its agents and employees, from and against any and all
claims arising from: (a) Tenant's use of the premises, (b) the conduct of Tenant's business or anything else done or permitted by Tenant to be done in or about the Premises or elsewhere
in the Industrial Park, (c) any breach or default in the performance of the Tenant, or Tenant's agents, contractors or employees. Tenant shall defend Landlord against all costs, attorney's fees
claims, action or proceeding. In case any action or proceeding is brought against Landlord by reason of a claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel
satisfactory to Landlord. Tenant assumes all risk of damage to property or injury to persons, in or about the Premises arising from any cause and Tenant waives all such claims against Landlord, except
claims due to Landlord's gross negligence or willful misconduct.
The
liability of Tenant to indemnify Landlord, its agents and employees, shall not extend to any matter against which Landlord shall be effectively protected by insurance, provided
that if any liability shall exceed the amount of effective and collectable insurance, the liability of Tenant shall apply to the
excess. Whether the insurance is "effective" depends in part, but not by way of limitation, on the absence of any defense to coverage made by the insurer.
9. CASUALTY DAMAGE.
9.1 DAMAGE TO BUILDING SPACE. Tenant will give immediate notice to Landlord of fire or other casualty damage to the
Premises. Landlord will repair the Building Space, unless it decides to terminate under Paragraph 9.2. Tenant will be obligated to pay prorate fixed and additional rent on the portion of the
Building Space it can occupy.
9.2 OPTIONS TO TERMINATE.
a)BUILDING SPACE DAMAGE. If the Building is substantially destroyed or the damage requires more than 180 days from the date of
the damage to repair, either Landlord or Tenant from the date of the damage to repair, either Landlord or Tenant has the option to terminate this Lease by giving written notice within 30 days
after the date of the damage (except Tenant shall not have such option if less than twenty percent (20%) of the Building Space is damaged, in which case the provisions of 9.2(c) shall apply). This
Lease shall terminate either 30 days after receipt of the notice or the date Tenant vacates the Premises, whichever is sooner.
b)DAMAGE TO OTHER PORTIONS OF BUILDING. If damage to other portions of the Building is sufficient to require more than 180 days
from the date of the damage to repair, the Landlord has the sole option to terminate this Lease by following procedures in 9.2(a).
c)REPAIRS REQUIRIING LESS THAN 180 DAYS TO REPAIR. If the estimated repair time is less than 180 days and Landlord diligently
pursues repair, Tenant may not terminate if repair time runs over 180 days due to causes beyond Landlord's control.
d)DAMAGE DURING LAST SIX MONTHS OF TERM. If casualty damage occurs to the Premises or to the Building during the last six
(6) months of the Lease Term, Landlord may terminate this Lease. If Tenant has an unexpired option to extend, the option to extend or renew must be exercised within twenty (20) days of
the casualty. If the option is exercised, Landlord may not cancel unless there is substantial damage. If the option is not exercised, the option is terminated and Landlord can terminate the Lease.
9.3 NEGLIGENCE OF TENANT—UNINSURED LOSS. An "Insured Loss" is damage caused by an event which is either
required to be or which has been elected by Landlord to be covered by insurance described in Paragraph 8.2(a). If casualty damage occurs which is not an Insured Loss and which is due to a
negligent or willful act of Tenant, Tenant will repair the damage at its expense and will remain liable for the full rent during repair. Termination under Paragraph 9.2 will not be available to
Tenant.
9.4 TENTANT'S CLAIMS. No compensation or claims or diminution of rent will be allowed, or paid by Landlord, by reason of
inconvenience, annoyance, or injury to business, arising from the necessity or repairing any other portion of the Building, however the necessity may occur
10. REAL PROPERTY TAXES.
10.1 PAYMENT OF TAXES. Tenant shall pay all Real Property Taxes during the original term of this Lease and during any
option period as exercised by the Tenant.
10.2 DEFINITION OF "REAL PROPERTY TAX." The term "Real Property Tax" includes any form of assessment, license fee, levy,
penalty or tax (other than inheritance or estate taxes), imposed by an authority with direct or indirect power to tax any legal or equitable interest of Landlord in the real property of which the
Premises are a part, but shall not include any rent tax payable by Tenant under Paragraph 5, nor any corporate franchise or income taxes.
10.3 N/A
10.4 PERSONAL PROPERTY TAXES. Tenant will pay, before delinquency, all taxes assessed against trade fixture,
furnishings, equipment and all other personal property of Tenant. Tenant will cause these items to be assessed and billed separately from the real property of Landlord.
11. UTILITIES. Tenant will pay directly to the appropriate supplier, the cost of all water, gas, heat, light, power,
telephone, refuse disposal and other utilities and services supplied to the Premises, and any taxes on those bills. Landlord shall, specifically, be responsible for payment for the
pro-rate share of water and sewer service supplied to the premises.
12. ASSIGNMENT AND SUBLETTING.
12.1 LANDLORD'S CONSENT REQUIRED. Tenant will not voluntarily or by operation of law assign, transfer, mortgage, sublet
or otherwise transfer of encumber all or any part of Tenant's interest in this Lease or in the Premises, without Landlord's prior written consent which consent may be withheld by Landlord for any
reason. Any attempt assignment, transfer, mortgage, encumbrance or subletting without consent shall be void as against Landlord, and shall constitute a breach of the Lease.
12.2 NO RELEASE OF TENANT. Regardless of Landlord's consent, no subletting or assignment will alter the primary
liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant. Acceptance of rent from any other person will not be deemed a waiver by Landlord of any provision of
this Lease. Consent to one assignment or subletting will not be deemed consent to any subsequent assignment or subletting.
12.3 PARTICIPATION BY LANDLORD. In the event of any assignment or sublease involving rent in excess of the Fixed Minimum
Rent or Additional Rent required under this Lease (Excess Rent), Landlord shall participate in the Excess Rent. Tenant shall promptly forward to Landlord fifty percent (50%) of all such Excess Rent
collected from the assignee or subtenant and shall supply Landlord with true xxxxx as executed of all assignments and subleases.
12.4 PROCESSING FEES. If Landlord consents to a sublease or assignment, Tenant will pay a processing fee not to exceed
$350.00
13. DEFAULTS; REMEDIES.
13.1 EVENTS OF DEFAULT. It is a default under this Lease if any of the following "Events or Default" happens:
a)if
any Fixed Monthly Rent is not paid when due and default continues for a period of 5 days; or
b)if
any additional rent is not paid when due, and default continues for a period of 10 days; or
c)if
Tenant defaults under any of the terms of this Lease other than those in 13.1(a) and (b), and default continues for 30 days after written notice (except if default cannot
be completely cured within 30 days, it will not be an Event of Default if Tenant starts to cure within the 30 day period, and in a good faith proceeds to remedy the default; or
d)if
Tenant or any person who has guaranteed performance, files a voluntary petition in bankruptcy or is adjudicated a bankruptcy or insolvent, or files a petition or answer seeking
relief under any federal, state or other statute or regulation, or seeks or consents to or acquiesces in the appointment of a trustee, receiver or liquidator or Tenant or guarantor, or of all or any
substantial part of Tenant's properties or of the Premises or any or all rents, earnings, or income or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its
debts generally as they become due; or
e)if
a petition is filed against Tenant, or any person who has guaranteed performance, seeking relief under any federal, state or other statute or regulation, which remains
undismissed or unstayed for an aggregate of 60 days (whether or not consecutive), or if a trustee, receiver or liquidator of Tenant or guarantor, or of all or any substantial part of its
properties or of the Premises or any or all rents, or income is appointed without the consent or acquiescence of Tenant, or guarantor, and the appointment remains unvacated or unstayed for an
aggregate of 60 days (whether or not consecutive).
13.2 NOTICE; TERMINATION.
Landlord
at any time after the happening of an Event of Default may declare an Event of Default by written notice to Tenant specifying the Event(s) of Default. In the same or a later
written notice Landlord may elect that his Lease terminate at 5:00 p.m. on the date listed by Landlord. The date will be at least 5 days after the giving of the termination notice
(including the termination date). On the date in the notice, subject to Paragraph 13.4, the Lease and all interests demised will terminate and all rights of the Tenant shall cease. The
termination will not take place if before the stated date and time:
(i)Tenant
has paid all arrears of fixed minimum rent and additional rent and all other amounts payable Tenant, (together with interest pursuant to Paragraph 24.10) and as
additional rent all expenses (including, without limitation, attorney's fees and expenses) incurred by Landlord due to any default by Tenant, (the "Arrearages"), and
(ii)All
other defaults have been cured to the satisfaction of Landlord.
13.3 REPOSSESSION, RE-LETTING. After notice of an Event of Default, whether before or after a termination as
provided in Xxxxxxxxx 00.0, Xxxxxxxx, without further notice and with no proceedings, ejectment or otherwise, and may remove Tenant and all repossession, Landlord may (but is under no
obligation to) re-let the Premises, any part thereof, or the Premises with additional premises, on account of Tenant (until Landlord makes demand for final damages), in Tenant's or
Landlord's name, without notice to Tenant, for a term (which may be more or less than the period which would have been the balance of the term of this Lease) and on conditions (including concession,
periods of rent free use, or
alterations) and for purposes which Landlord determines, and Landlord may receive the rents. Landlord is not liable for failure to collect any rent due upon any such re-letting.
13.4 SURVIVAL OF TENANT'S OBLIGATIONS; DAMAGES. No provisions in Paragraphs 13.1, 13.2 and 13.3 will relieve Tenant of
its liability and obligations under this Lease, all of which will survive. Landlord will not be deemed to accept a surrender of Tenant's lease or otherwise discharge Tenant because Landlord takes or
accepts possession of the Premises or exercises control over them as provided. Acceptance of surrender and discharge may be done only by an instrument executed on behalf of Landlord by its duly
authorized officer or employee.
In
the event of termination or repossession following an Event of Default, Tenant will pay to Landlord the Arrearages up to the earlier of the date of termination or repossession.
Furhter Tenant, until the end of what would have been the term of this Lease in the absence of termination and whether or not the Premises or any part have been re-let, is liable to
landlord for, and will pay to Landlord, as liquidated and agreed "Current Damages" for Tenant's default:
a)the
Fixed Minimum Rent and all additional rent and other charges payable by Tenant or which would be payable if this Lease had not terminated, plus all Landlord's expenses in
connection with any reletting, including, without limitation, repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration costs, and expenses of
preparation for such reletting, LESS
b)the
net proceeds, if any, of any re-letting on account of Tenant pursuant to Paragraph 13.3. If the Premises have been relet with additional premises, the net
proceeds, if any, of reletting shall be prorated.
Tenant
shall pay Current Damages to Landlord monthly on the days on which the Fixed Minimum Rent would have been payable if the Lease were not terminated, and Landlord is entitled to
recover from Tenant each month.
After
termination under Paragraph 13.2, whether or not Landlord has collected Current Damages, Tenant will pay to Landlord, on demand, as liquidated and agreed "Final Damages"
for Tenant default and in lieu of all Current Damages beyond the date of demand, an amount equal to the excess, if any, of
x)the
present case value on the date of demand of the fixed Minimum Rent and additional rent and other charges which would have been payable (net of any sales taxes or customary
leasing commissions) from the date of demand for what would have been the unexpired term of this Lease if it had not been terminated, LESS
y)the
present cash value of the fair rental value (net of any sales taxes or customary leasing commissions) of the Premises for the same period, PLUS
z)the
Arrearages to the earlier of the date of termination or repossession and Current Damages up to the date of demand which remain unpaid.
If
any statute or rule of law governing a proceeding in which Final Damages are to be proved validly limits the amount less than that provided for, Landlord is entitled to the maximum
amount allowable under the statute or rule of law. The discount rate of interest shall be as provided in Paragraph 24.10.
14. CONDEMNATION.
14.1 PERMANENT CONDEMNATION. If the Premises or any portion are taken under the power of the eminent domain, or sold
under the threat of the exercise of the power (both called "Condemnation"), this lease will terminate as to the part taken as of the first date of the condemning authority takes either title or
possession. If the portion of the Premises taken is more than twenty-five percent (25%) or makes the balance unfit for Tenant's use, Tenant has the option to terminate this Lease as of the
date the condemning authority takes possession. The option will be exercised in writing as follows:
i)within
thirty (30) days after Landlord has given Tenant written notice of the taking; or
ii) | | |