Exhibit 10.7
WOODLANDS BUSINESS PARK
CHARLOTTE, NORTH CAROLINA
STANDARD INDUSTRIAL
LEASE AGREEMENT
By and Between
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
as Landlord and GENERAL PARCEL SERVICES, INC.
as Tenant
INDEX
Section Page
1. Demise of Premises 3
2. Condition of Premises 3
3. Term 3
4. Rent 3
5. Common Areas 5
6. Use of Premises 5
7. Rules and Regulations 5
8. Compliance with Laws 5
9. Hazardous Materials 5
10. Alterations 5
11. Maintenance and Repairs 6
12. Right of Entry 6
13. Utilities 6
14. Assignment and Subletting 6
15. Landlord's Lien 6
16. General Public Liability, Indemnification
and Insurance 6
17. Indemnification 7
18. Waiver of Subrogation 7
19. Damage or Destruction 7
20. Condemnation 8
21. Default and Remedies 8
22. Interest on Past Due Amounts 8
23. Security Deposit 8
24. Default by Landlord 9
25. Legal Proceedings 9
26. Notices 9
27. Quiet Possession 9
28. Subordination and Atonement 9
29. Estoppel Certificates 10
30. Landlord's Liability 10
31. Brokerage 10
32. Surrender of Premises 10
33. Holdover 10
34. Severability 10
35. Interpretation 10
36. Incorporation of Prior Agreements;
Modifications. 11
37. Waivers 11
38. No Recordation 11
39. Binding Effect, Choice of Law 11
40. Corporate Authority; Partnership Authority 11
41. Joint and Several Liability 11
42. Force Majeure 11
43. Execution of Lease 11
44. Covenants and Conditions 11
45. Submission of Lease 11
46. Additional Provisions 11
EXHIBITS AND ADDENDA
Exhibit A - Legal Description of Land for Building
Exhibit B - Drawing of Project Showing Location of Premises
Exhibit C - Rules and Regulations
Exhibit D - Form Estoppel Certificate
Exhibit E - Landlord's Work
Lease Guaranty
Rider
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into this 30 day of
July, 1996 by and between THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY, an Landlord lord") and GENERAL PARCEL SERVICES, INC.
a(n) Florida corporation ("Tenant").
1. Demise of Premises. Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord for the term, at the rent,
and upon all of the conditions contained herein certain premises
(the "Premises") located in Woodlands Business Park in
Charlotte, North Carolina (the "Project"), the land on which the
Building is constructed being described by metes and bounds in
Exhibit A. The Premises, containing approximately 50,000 square
feet, is known as Building # XL, (the Building") and has an
address 3700- A Woodpark Boulevard, charlotte, North Carolina
28206, and its location within the Project is as shown on the
drawing attached hereto as Exhibit B.
2. Condition of Premises. Tenant accepts the Premises in its "as
is" condition as of the execution of this Lease, subject to all
recorded matters, laws, ordinances, and governmental regulations
and orders. Tenant acknowledges that neither Landlord nor any
agent of Landlord has made any representation as to the
condition of the Premises or the suitability of the Premises for
Tenant's intended use.
3. Term.
A. Term. The term (the "Term") of this Lease shall be for a
period of five years commencing September 1, 1996 (the
"Commencement Date") and expiring August 31,2001 (the
"Expiration Date"), unless sooner terminated pursuant to any
provision hereof.
B. Delay in Occupancy. If for any reason Landlord cannot
deliver possession of the Premises to Tenant on the Commencement
Date, Landlord shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder, except that the Commencement
Date shall be delayed until possession of the Premises is
delivered to Tenant and the Term shall be extended for a period
equal to the delay in the delivery of the Premises, plus the
number of days necessary to end the term on the last day of a
month. If Landlord fails to deliver possession of the Premises
to Tenant within ninety (90) days of the Commencement Date
specified in Section 3.1 above, through no fault or delay on the
part of Tenant, Tenant may cancel this Lease by written notice
to Landlord within ten (10) days of the expiration of such
ninety (90) day period, in which event this Lease and the
obligations of the parties hereunder shall be terminated. If
Tenant fails to give such notice within such ten (10) day
period, Tenant's right to cancel this Lease shall expire and the
Term shall commence upon delivery of possession of the Premises
to Tenant. In the event of any delay hereunder Landlord and
Tenant shall execute and deliver an amendment hereto setting
forth the revised Commencement and Expiration Dates.
C. Early Occupancy. If Tenant occupies the Premises prior to
the Commencement Date. such occupancy shall be upon all of the
terms and conditions contained herein but shall not advance the
Expiration Date.
4. Rent.
A. Base Rent. Tenant shall pay to Landlord as base rent (the
"Base Rent") Seven Hundred Seventy Five Thousand Two Hundred and
No/100 Dollars (S775,200,00) for the term, payable as follows:
1. One Hundred Fifty Five Thousand Forty ($155,040.00) per
annum (Twelve Thousand Nine Hundred Twenty ($12,920.00) per
month) for the period from September 1, 1996 through
August 31, 2001;
B. Additional Rent. All charges due and payable by Tenant other
than Base Rent are herein called "Additional Rent." The term
"Rent" shall mean Base Rent and Additional Rent.
C. Time and Manner of Payment. Payments of Rent are to be made
to Landlord's authorized Agent, Childress Klein Properties,
2020-A Starita Road. Charlotte, North Carolina 28206, or as
Landlord shall hereafter designate, Rent shall be due and
payable upon in advance on the first (1st) day of each month.
without offset. deduction or demand. The burden of proof of
full payment shall be upon Tenant. Upon any termination of this
Lease not resulting from Tenant's default, and after Tenant has
vacated the Premises as required herein, an equitable adjustment
shall be made as to all payments made by or due from Tenant.
D. Late Charges. Tenant's failure to pay rent promptly may
cause Landlord to incur unanticipated costs. The amount of such
costs are difficult to ascertain, and therefore on any rent
payment not made within ten (10) days after it is due Tenant
shall pay Landlord a late charge equal to fifteen percent (15%)
of the overdue amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord
will incur by reason of such late payment.
E. Proportionate Share. Tenant's "Proportionate Share" as used
in this Lease shall be obtained by multiplying the expense in
question by a fraction, the numerator of which shall be the
square footage area of the Premises and the denominator of which
shall be the square footage area of the Building. If a
particular expense is incurred or charged to more than one
building in the Project rather than solely to the Building,
then, for the purposes of calculating Tenant's Proportionate
Share with respect the Building, such multi-building expense
shall be allocated to Building by multiplying the expense in
question by a fraction, the numerator of which shall be the
square footage of the Building and the denominator of which
shall be the square footage area of the buildings for which the
expense was incurred or otherwise allocated to, with the
resulting number being used to calculate Tenant's Proportionate
Share as to the Premises.
F. Real Property Taxes. Tenant shall pay monthly one-twelfth
(1/12) of its Proportionate Share of annual Real Property Taxes
in excess of $0.00 per square foot any calendar year, with the
monthly Proportionate Share payments being paid in such amount
as Landlord may reasonably estimate. If Tenant has overpaid or
underpaid the actual amount due, the excess shall be credited
against or added to Tenant's next payment due. A tax bill
submitted by Landlord to Tenant shall be conclusive evidence of
the amount of Real Property Taxes, as well as the items taxed.
"Real Property Taxes" shall mean: 1. any fee, license fee,
license tax, business license fee, commercial rental tax, levy,
charge, assessment, government charge or tax imposed by any
taxing authority against the Building or land upon which the
Building is located; 2. any tax on the Landlord's right to
receive, or the receipt of, rent or income from the Building or
against Landlord's business of leasing the Building; 3. any tax,
or charge, or assessment, or any assessment for repayment of
bonds for fire protection, streets, sidewalks, road maintenance,
refuse or other services provided to the Building by any
governmental agency; 4. any charge or fee replacing any tax
previously included within the definition of real property tax;
and 5. any costs incurred by Landlord in contesting such Real
Property Taxes. whether successful of not. Real Property Taxes
does not, however, include Landlord's federal or state income,
franchise, inheritance or estate taxes. Tenant shall pay when
due all taxes charged against trade fixtures, furnishings,
equipment or any other personal property belonging to Tenant.
G. Insurance. Landlord shall maintain such insurance on the
Building as Landlord reasonably deems appropriate. Tenant shall
pay monthly one-twelfth (1/12th) of its Proportionate Share of
all premiums paid for such insurance in excess of $0.00 per
square foot for any calendar year, with the monthly
Proportionate Share payments being paid in such amount as
Landlord may reasonably estimate. If the amount paid by Tenant
toward insurance premiums exceeds or is less than the actual
amount due, the excess shall be credited against or the amount
underpaid shall be added to Tenant's next succeeding payment due
under this Section. Insurance invoices submitted by Landlord to
Tenant shall be conclusive evidence of the amount of the
premiums as well as the items insured.
H. Common Expenses. Tenant shall pay monthly one-twelfth
(1/12th) of its Proportionate Share of Common Expenses (as
hereinafter defined) for any calendar year in such amount as
Landlord may reasonably estimate. After each calendar year,
Landlord shall deliver to Tenant a statement setting forth, in
reasonable detail, the actual Common Expenses paid or incurred
by Landlord during the preceding calendar year and Tenant's
Proportionate Share thereof. If the amount paid by Tenant for
Common Expenses exceeds or is less than Tenant's Proportionate
Share as shown by the statement, the excess shall be credited
against or the amount underpaid shall be added to Tenant's next
payment due under this Section- In this Lease, "Common Expenses"
shall mean all costs incurred by Landlord in repairing,
maintaining and operating the Building and the Common Areas
(other than (i) expenses recoverable under Sections 4.6 or 4.7
above and (ii) expenses incurred by Landlord in satisfying its
obligations under Section 11.1 below). Common Expenses shall
include, but are not limited to, the following: gardening and
landscaping; electrical, gas, water and sewer service and
maintenance, repair and replacement of the facilities providing
the same, to the extent not separately metered to tenants of the
Building; maintenance, repair and replacement of signs; premiums
for liability, property damage, fire and other types of casualty
insurance on the Common Areas and worker's compensation
insurance; charges and assessments by the owners' association,
if any Project; real property taxes with assessments levied on
or attributable to the Common Areas and all improvements
thereon; all personal property taxes and assessments levied on
or attributable to the Common Areas and all improvements
thereon; all personal property taxes levied on or attributable
to personal property used in connection with the Common Areas,
the Building or the Project; straight-line depreciation on
personal property owned by Landlord and consumed or used in the
operation or maintenance of the Common Areas; rental or lease
payments paid by Landlord for rented or leased personal property
used in the operation or maintenance of the Common Areas or the
Building; fees for required licenses and permits; repairing,
replacing, resurfacing, repaving, maintaining, painting,
lighting, cleaning, refuse removal, security and similar items;
reserves for roof replacement and exterior painting and other
appropriate reserves; and a reasonable management fee.
5. Common Areas.
A. Common Areas. In this Lease, "Common Areas" shall mean all
areas within the Project which are available for the common use
of tenants of the Project and which are not part of the Premises
or the premises of other tenants. Landlord may from time to
time change the size, location, nature and use of any of the
Common Areas. Tenant acknowledges that such activities may
result in occasional inconvenience and such activities and
changes shall be expressly permitted if they do not materially
affect Tenant's use of the Property.
B. Use of Common Areas. Tenant shall have the nonexclusive
right (in common with all others to whom Landlord has granted or
may grant such rights) to use the Common Areas for the purposes
intended, subject to such reasonable rules and regulations as
Landlord may establish from time to time. Tenant shall abide by
such rules and regulations and shall use its best effort to
cause others who use the Common Areas with Tenant's expressed or
implied permission to abide by Landlord's rules and regulations.
Tenant shall not, at any time, interfere with the rights of
Landlord, other tenants, or any other person entitled to use the
Common Areas.
C. Vehicle Parking. Tenant shall be entitled to use the vehicle
parking spaces in the Project allocated to Tenant without paying
any additional rent. Tenant's parking, other than for the
loading dock(s) adjacent to the Premises, shall not be reserved
and shall be limited to vehicles no larger than standard size
automobiles or pickup utility vehicles. Tenant shall not cause
large trucks or other large vehicles to be parked in any area
within the Project or on the adjacent public streets except for
the loading dock(s) adjacent to the Premises. Temporary parking
of large delivery vehicles in the Project may be permitted by
the rules and regulations established by Landlord. Vehicles
shall be parked only in striped parking spaces and not in
driveways, loading areas or other locations not specifically
designated for parking.
D. Common Area Maintenance. Landlord shall maintain the Common
Areas in good order, condition and repair. Landlord's cost of
such maintenance, repair and replacement shall be included as a
Common Expense which is subject to proportionate reimbursement
as provided in Section 4.9 above.
6. Use of Premises. Tenant shall use and occupy the Premises
throughout the full Term for the purpose of General office,
receiving, storing, shipping and selling (other than retail)
products, materials and merchandise made and/or distributed by
Tenant only, and for no other use or purpose.
7. Rules and Regulations. Tenant shall faithfully observe and
comply with the rules and regulations attached to this Lease as
Exhibit C, as well as all modifications thereof and additions
thereto as are from time to time promulgated by Landlord (the
"Rules and Regulations").
8. Compliance with Laws. Tenant covenants and agrees that it
will observe and comply with all laws, orders, rules and
regulations of any governmental authority relating to Tenant's
use and occupancy of the Premises, and will not permit the
Premises to be used for illegal purposes nor permit any nuisance
to be created or maintained thereon.
9. Hazardous Materials. Tenant shall not store, use, generate,
maintain or remove asbestos, PCB transformers, other toxic,
hazardous or contaminated substances and underground storage
tanks (collectively, "Hazardous Materials") in, on, about or
from the Premises without the prior written consent of Landlord.
In any event, during the term of this Lease, Tenant shall
comply with all statutes, ordinances, rules, orders, regulations
and requirements of the Federal, State, County and City
Governments and all departments thereof having jurisdiction over
the Premises which are applicable to the presence, storage, use,
generation, maintenance and removal of Hazardous Materials in,
on or about the Premises.
10. Alterations. Tenant shall make no alterations, additions,
replacements or improvements to the Premises without the express
written consent of Landlord. Landlord may require Tenant to
provide demolition and/or lien and completion bonds in form and
amount satisfactory to Landlord. Tenant shall promptly remove
any alterations, additions, or improvements constructed in
violation of this Section upon Landlord's written request. All
alterations, additions, and improvements will be accomplished in
a good and workmanlike manner, in conformity with all applicable
laws and regulations, by a contractor approved by Landlord.
Tenant agrees that should it make any alterations, additions,
replacements or improvements to the Premises, it will not be
acting as agent or servant of in making any alterations and
shall pay when due all claims for labor and material furnished
to the Premises. Tenant shall give Landlord at least ten (10)
days' prior written notice of the commencement of any work on
the Premises. Landlord may elect to record and post notices of
non-responsibility on the Premises,
11. Maintenance and Repairs.
A. Landlord's Obligations. Except for any repairs occasioned by
the act or omission of Tenant, Tenant's agents, employees,
contractors, licensees or invitees, which repairs shall be the
responsibility of Tenant, Landlord shall maintain in good repair
the roof, foundations and structural walls of the Premises, not
including doors and windows. Landlord shall not be obligated to
make any repairs until notified in writing by Tenant, and
Landlord shall then have a reasonable period of time to make
such repairs. Landlord shall not be liable for any damage or
loss occasioned by Landlord's failure to repair the Premises
unless it shall have failed to make such repair within a
reasonable time following written notice from Tenant of the need
for such repair.
B. Tenant's Obligations. Tenant shall at its own expense keep
and maintain in good order, condition and repair the entire
Premises, other than those portions for which Landlord shall be
responsible as set out above, including, without limitation,
interior walls, floors, ceiling, heating and air conditioning,
electrical, and plumbing. Tenant shall maintain a preventive
maintenance contract providing for the regular inspection and
maintenance of the heating and air conditioning system by a
licensed heating and air conditioning contractor. Maintenance
and repairs of all improvements made by Tenant shall be the sole
responsibility of Tenant. Tenant shall keep the Premises and
adjacent grounds, including loading docks and parking lots,
alongside of and in the vicinity of same in a good, clean, and
sanitary condition and appearance.
If Tenant fails to maintain and repair the Premises, Landlord
may, on ten (1O) days' prior notice (except that no notice shall
be required in case of emergency) enter the Premises and perform
such repair and maintenance on behalf of Tenant. In such case,
Tenant shall reimburse Landlord for all costs so incurred
immediately upon demand.
12. Right of Entry. Landlord, and its agents or other
representatives, shall have the right to enter into and upon the
Premises or any part thereof at all reasonable times for the
purpose of examining the same, making repairs or alterations, or
showing the Premises to prospective purchasers of the Building.
Tenant agrees at any time within six (6) calendar months before
the expiration of this Lease to allow Landlord to enter upon the
Premises and to affix upon any suitable part thereof notice for
reletting same, and that Tenant will not remove same and will
permit all persons authorized by Landlord to view said Premises
at reasonable times.
13. Utilities. All heat, electric current, gas, garbage, or
special fees, metering charges, sprinkler fees or bonds, or
utility charges of any nature used on the Premises shall be paid
for by Tenant. Landlord shall not be liable to Tenant for
interruption in or curtailment of any utility service, nor shall
any such interruption or curtailment constitute a constructive
eviction or grounds for rental abatement in whole or in part
14. Assignment and Subletting. No portion of the Premises or of
tenant's interest in this Lease may be acquired by any other
person or entity, whether by assignment, mortgage, sublease,
transfer, operation of law, or act of Tenant or any change in
controlling interest of Tenant, without Landlord's prior written
consent. Any attempted transfer without consent shall be void
and shall constitute a breach of this Lease. No transfer
permitted hereunder shall release Tenant or change Tenant's
primary liability to pay the Rent. Landlord's acceptance of
rent from any other person is not a waiver of any provision of
this Lease. Consent to one transfer is not a consent to any
subsequent transfer. If Tenant's transferee defaults under this
Lease, Landlord may proceed directly against Tenant without
pursuing remedies against the transferee.
15. Landlord's Lein. To secure the payment Of Tenant and the
performance of Tenant's other obligations hereunder, Tenant
hereby grants Landlord a first priority security interest
(pursuant to the Uniform Commercial Code of North Carolina) in
all the inventory, furniture, fixtures, equipment and other
personal property of Tenant in or about the Premises or that may
be placed therein during the Term. No fixtures or personal
property of Tenant shall be removed from the Premises after the
occurrence of a default under this Lease, unless Landlord gives
its specific prior written consent. Tenant appoints Landlord
its attorney-in-fact to execute any financing statements and
other instruments necessary to perfect the security interest
granted herein and to carry out the terms of this paragraph.
Upon the occurrence of an event of default by Tenant under this
Lease, Landlord shall have the option, in addition to any other
remedies provided herein or by law, to enter upon the Premises
with or without the permission of Tenant and take possession of
any and all personal property of Tenant situated on the Premises
without liability for trespass or conversion and to enforce the
security interest hereby granted in any manner provided by law
or equity.
16. General Public Liability, Indemnification and Insurance.
(A). Except to the extent Tenant is released from liability in
paragraph 16(C), Tenant shall be responsible for, shall
insure against, and shall indemnify Landlord, its employees and
agents and hold them harmless from any and all liability for any
loss, damage or injury to person or property occurring in, on or
about the Premises and Tenant hereby releases Landlord, its
employees and agents from any and all liability for the same.
Tenant's obligation to indemnify Landlord, its employees and
agents hereunder shall include the duty to pay all costs of
defense against any claims asserted by reason of such loss,
damage or injury, including any judgments, settlements, costs,
fees and expenses, and attorneys' fees, incurred in connection
therewith.
(B). Tenant shall at all times during the term of this Lease
carry, at its own expense, one or more policies of general
public liability and property damage insurance, issued by one or
more insurance companies acceptable to Landlord, with a minimum
combined single limit for bodily injury of $1,000,000 per
occurrence and an annual aggregate limit (solely applicable to
the Premises) of $2,000,000, and insuring against any and all
liability for which Tenant is responsible hereunder. Such
insurance policy or policies shall name Landlord as an
additional insured. Tenant shall furnish Landlord with
certificates evidencing such insurance which certificate shall
state that the insurer will endeavor to provide ten (10) days
prior written notice of policy cancellation to Landlord. Should
Tenant fail to carry such insurance and to furnish Landlord with
certificates of insurance after a request to do so, Landlord
shall have the right to obtain such insurance and collect the
cost thereof from Tenant as additional rent.
(C). Landlord shall be responsible for, shall have the
obligation to insure against, and shall indemnify Tenant and
hold it harmless from, any and all liability for any loss,
damage or injury to person or property occurring in, on or about
the common areas and facilities of the Building and the walks,
driveways, parking lot and landscaped areas adjacent the
Building Landlord will supply certificates of insurance
evidencing such insurance at Tenant's written request.
17. Indemnification. Tenant shall indemnify Landlord against
and hold Landlord harmless from any and all costs, claims or
liability 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; (c) any
breach or default in the performance of Tenant's obligations
under this Lease, (d) any misrepresentation or breach of
warranty by Tenant under this Lease; or (e) other acts or
emissions of Tenant, its agents, employees, visitors, and
business invitees. Tenant shall defend Landlord against any
such costs, claims or liabilities at Tenant's expense with
counsel reasonably acceptable to Landlord or, at Landlord's
election, Tenant shall reimburse Landlord for any legal fees or
costs incurred by Landlord in connection with any such claim.
As a material part of the consideration to Landlord, Tenant
hereby assumes all risk of damage to property or injury to
persons in or about the Premises arising from any cause, and
Tenant hereby waives all claims in respect thereof against
Landlord, except for any claim arising out of Landlord's gross
negligence or willful misconduct.
18. Waiver of Subrogation. Landlord and Tenant agree, provided
that such agreement does not invalidate or prejudice any policy
of insurance, that, in the event the Premises or the fixtures,
leasehold improvements, furniture, equipments, or merchandise
therein, are damaged or destroyed by fire or other casualty
which is covered by insurance of either the Landlord or the
Tenant the rights of either party, if any, against the other, or
against the employees, agents, or licensees of any party with
respect to such damage or destruction and with respect to any
loss resulting therefrom, including the interruption of the
business of any party, are hereby waived to the extent of the
coverage of said insurance Landlord and Tenant agree further
that all policies of fire, extended coverage, business
interruption, all risk or other insurance covering the Premises,
or the contents, fixtures, equipment and improvements thereon,
shall, if obtainable, contain a clause or endorsement providing
in substance that the insurance shall not be prejudiced by
virtue of this waiver. Any additional premiums on account
thereof shall be paid by the party benefited.
19. Damage or Destruction.
A). Partial Damage to Premises. Tenant shall notify Landlord in
writing immediately upon the occurrence of any damage to the Premises.
If the damage can be completely repaired within ninety (90) days from
the date of such damage and the cost of such repairs do not exceed fifty
percent of the value of the Premises, Landlord shall repair the
damage as soon as reasonably possible. Otherwise, Landlord may
elect either to (a) repair the damage as soon as reasonably
possible, or (b) terminate this Lease as of the date the damage
occurred. Landlord shall notify Tenant within thirty (30) days
after receipt of notice of the occurrence of the damage, whether
Landlord elects to repair the damage or terminate the lease. If
the damage to the Premises occurs during the last six (6) months
after the Lease terminates, and if such damage or destruction is
not the result of the act or omission of Tenant, Landlord or
Tenant may elect to terminate this Lease.
B. Total or Substantial Destruction. If the Premises is totally
or substantially destroyed by any cause whatsoever, or if the
Premises is in a building which is substantially destroyed (even
though the Premises is not totally or substantially destroyed),
this lease shall terminate as of the date the destruction
occurred. However, if the Premises can be rebuilt within one
(1) year after the date of destruction, Landlord may elect to
rebuild the Premises at Landlord's own expense, in which case,
this Lease shall remain in full force and effect- Landlord shall
notify Tenant of such election within thirty (30) days after the
occurrence of total or substantial destruction.
C. Temporary Reduction of Rent. If the Premises is totally or
substantially destroyed, or if the Premises is damaged through
no fault of Tenant's, and the Premises is repaired pursuant to
the provisions of this Article, rent payable during the period
of such damage, repair and/or restoration shall be reduced
according to the degree, if any, to which Tenant's use of the
Premises is impaired. Tenant shall not be entitled to any other
compensation, reduction, or reimbursement from Landlord as a
result of any damage, destruction, repair, or restoration of or
to the Premises.
20. Condemnation. If all or any portion of the Premises is
taken through eminent domain or sold under threat of such taking
(all of which are called "Condemnation"), this Lease shall
terminate as to the part taken or sold on the date the
condemning authority takes title or possession, whichever occurs
first. Any Condemnation award or payment shall be distributed
in the following order: (a) first, to any ground lessor,
mortgagee or beneficiary under a deed of trust encumbering the
Premises for the amount of its interest in the Premises, (b)
second, to Tenant, only the amount of any award specifically
designated for loss of or damage to Tenant's trade fixtures or
removable personal property; and (c) third, to Landlord the
remainder of such award. whether as compensation for reduction
in the value of the leasehold, the taking of the fee, or
otherwise.
21. Default and Remedies.
A. Defaults. Tenant shall be in material default under this
Lease:
If Tenant abandons or vacates the Premises;
If Tenant fails to pay rent or any other charge as and when due,
If Tenant fails to perform any of Tenant's other obligations
under this Lease for a period of thirty (30) days after written
notice from Landlord; provided that if more than thirty (30)
days are required to complete such performance, Tenant shall not
be in default if Tenant commences such performance within the
thirty (30) day period and thereafter diligently pursues its
completion.
If Tenant makes a general assignment or general arrangement for
the benefit of creditors; if a petition for adjudication of
bankruptcy or for reorganization or rearrangement is filed by or
against Tenant and is not dismissed within thirty (30) days; if
a trustee or receiver is appointed to take possession of
substantially all of Tenant's assets located at the Premises or
of Tenant's interest in this Lease and possession is not
restored to Tenant within thirty (30) days; or if substantially
all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease is subjected to attachment, execution or
other judicial seizure which is not discharged within thirty
(30) days.
B. Remedies. On the occurrence of any default by Tenant,
Landlord may, at any time thereafter. with or without notice or
demand and without limiting Landlord in the exercise of any
right or remedy which Landlord may have:
1. Terminate Tenant's right to Possession of the Premises, in
which case Tenant shall immediately surrender possession of the
Premises to Landlord. In such event, Landlord shall be entitled
to recover from Tenant all damages incurred by Landlord by
reason of Tenant's default, including (a) the worth at the time
of the court award of the unpaid Base Rent, Additional Rent and
other charges which had been earned at the time of the
termination; (b) the worth at the time of the court award of the
amount by which the unpaid Base Rent, Additional Rent and other
charges which would have been earned after termination until the
time of the award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; (c) the worth
at the time of the court award of the amount by which the unpaid
Base Rent, Additional Rent and other charges which would have
been paid for the balance of the term after the time of award
exceeds the amount of such rental loss that Tenant proves could
have been reasonably avoided; and (d) such other amounts as are
necessary to compensate Landlord for the detriment caused by
Tenant's failure to perform its obligations under the Lease,
including, but not limited to, the cost of recovering possession
of the Premises, expenses of relenting, including necessary
renovation or alteration of the Premises, Landlord's reasonable
attorneys' fees incurred in connection therewith, and any real
estate commission paid or payable. As used above, the "worth at
the time of the court award" is computed by allowing interest on
unpaid amounts at the rate of twelve (12%) per annum, or such
lesser amount as may then be the maximum lawful rate;
2. Maintain Tenant's right to possession, in which case this
Lease shall continue in effect whether or not Tenant shall have
abandoned the Premises. In such event, Landlord shall be
entitled to enforce all of Landlord's rights and remedies tinder
this Lease, including the right to recover the rent as it
becomes due hereunder;
3. Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the state in
which the Premises is located. Landlord's exercise of any right
or remedy shall not prevent it from exercising any other right
or remedy.
22. Interest on Past Due Amounts. Any amount owed by Tenant to
Landlord which is not paid when due shall bear interest at the
rate of fifteen percent (15%) per annum from the due date of
such amount, in addition to any late charges due under this
Lease. If the interest rate specified in this Lease is higher
than the rate permitted by law, the interest rate is hereby
decreased to the maximum legal interest rate permitted by law.
23. Security Deposit. Upon the execution of this Lease, Tenant
shall deposit with Landlord a cash Security Deposit
in the amount of Twelve Nine Hundred Twenty and No/100 Dollars
($12920.00). Landlord may apply all or part of the Security
Deposit to any unpaid rent or other charges due from Tenant or
to cure any other defaults 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. No interest shall be paid on the Security
Deposit. Landlord shall not be required to keep the Security
Deposit separate from its other accounts and no trust
relationship is created with respect to the Security Deposit.
24. Default by Landlord. Tenant shall give written notice of
any failure by Landlord to perform any of its obligations under
this Lease to Landlord. Landlord shall not be in default under
this Lease unless Landlord fails to cure such non-performance
within thirty (30) days after receipt of Tenant's notice.
However, if such non-performance reasonably requires more than
thirty (30) days to cure, Landlord shall not be in default if
such cure is commenced within such thirty (30) day period and
thereafter diligently pursued to completion.
25. Legal Proceedings. Should this Lease or the parties'
obligations hereunder be the subject of litigation between
Landlord and Tenant, it is expressly agreed that the prevailing
party will have its reasonable legal fees, costs and expenses
reimbursed by the other party.
26. Notices. All notices required or permitted under this Lease
shall be in writing and shall be personally delivered or sent by
certified or registered mail, return receipt requested, or sent
by Federal Express or other recognized delivery service.
Notices shall be effective upon delivery or attempted delivery
in accordance with this Section. Notices to Landlord and Tenant
shall be addressed as follows:
TENANT: To the Premises or to
General Parcel Services- Inc.
8923 Western Way
Jacksonville. Florida 32256
Attention: E. Hoke Smith, Jr.
LANDLORD:
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
c/o Childress Klein Properties
One First Union Center, Suite 2800
Charlotte, North Carolina 28202-6021
Attention: Industrial Division
with a copy to:
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
c/o Lincoln Investment Management, Inc.
200 East Berry Street, P.O. Box 7818
Fort Wayne, Indiana 46801
Attention: Asset Manager--industrial Properties
Either party may change its notice address upon written notice
to the other party.
27. Quiet Possession. Upon paying the Rent and observing and
performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant
shall have quiet possession of the Premises for the entire Term,
subject to all of the provisions of this Lease.
28. Subordination and Attornment.
(A). Subordination. Landlord shall have the right to
subordinate this Lease to any ground lease, deed of trust or
mortgage encumbering the Premises, any advances made on the
security thereof and any renewals, modifications,
consolidations, replacements or extensions thereof, whenever
made or recorded. However, Tenant's right to quite possession
of the Premises during the Term shall not be disturbed if Tenant
pays the rent and performs all of Tenant's obligations under
this Lease and is not otherwise in default. If any ground
lessor, beneficiary or mortgagee elects to have this Lease prior
to the lien of its ground lease, deed of trust or mortgage and
gives written notice thereof to Tenant, this Lease shall be
deemed prior to such ground lease, deed of trust or mortgage
whether this Lease is dated prior or subsequent to the date of
said ground lease, deed of trust or mortgage or date of
recording thereof.
B. Attornment. If Landlord's interest in the Premises is
acquired by any ground lessor, beneficiary under a deed of
trust, mortgagee, or purchaser at a foreclosure sale, Tenant
shall attorn to the transferee of or successor to Landlord's
interest in the Premises and recognize such transferee or
successor as Landlord under this Lease. Tenant waives the
protection of any statute or rule of law which gives or purports
to give Tenant any right to terminate this Lease or surrender
possession of the Premises upon the transfer of Landlord's
interest.
C. Signing of Documents. Tenant shall sign and deliver any
instrument or documents necessary or appropriate to evidence any
such attornment or subordination or agreement to do so. Such
subordination and attornment documents may contain such
provisions as are customarily required by any ground lessor,
beneficiary under a deed of trust or mortgagee. If Tenant fails
to do so within ten (10) days after written request. Tenant
hereby makes, constitutes and irrevocably appoints Landlord, or
any transferee or successor of Landlord, the attomey-in-fact of
Tenant to execute and deliver any such ins instrument or
document.
D. Mortgagee Protection. Tenant agrees to give any mortgagees
and/or trust deed holders, by registered mail, a copy of any
notice of default served upon Landlord, provided that prior to
such notice Tenant has been notified, in writing (by way of
Notice of Assignment of Rents and Leases, or otherwise). of the
address of such mortgagees and/or trust deed holders. Tenant
further agrees that if Landlord shall have failed to cure such
default within the terms provided for in this Lease, then the
mortgagees and/or trust deed holders shall have an additional
thirty (30) days within which to cure such default or, if such
default cannot be cured within that time, then such additional
time as may be necessary, if within such thirty (30) days any
mortgagee and/or trust deed holder has commenced and is
diligently pursuing the remedies necessary to cure such default
(including, but not limited to, commencement of foreclosure
proceedings, if necessary to effect such cure), in which event
this Lease shall not be terminated while such remedies are being
so diligently pursued.
29. Estoppel Certificates. Upon Landlord's written request,
Tenant shall execute. acknowledge and deliver to Landlord a
written statement in substantially the form attached hereto as
Exhibit D. Tenant shall deliver such statement to Landlord
within ten (10) days after Landlord's request. Any such
statement by Tenant may be given by Landlord to any prospective
purchaser or encumbrancer of the Premises. Landlord, such
purchaser or encumbrancer may rely conclusively upon such
statement as true and correct.
30. Landlord's Liabilities. The obligations of the Landlord
under this Lease do not constitute personal obligations of
Landlord or the individual partners, joint ventures, directors,
officers. shareholders or beneficial owners of the Landlord, and
Tenant shall look solely to the Building and to no other assets
of the Landlord for satisfaction of any liability in respect to
this Lease. Tenant will not seek recourse against Landlord or
such individuals or entities or such other assets for such
satisfaction. As used in this Lease, the term "Landlord" means
only the current owner or owners of the fee title to the
Premises or the leasehold estate under a ground lease of the
Premises at the time in question. Any Landlord who transfers
its title or interest is relieved of all liability with respect
to the obligations of Landlord under this Lease to be performed
on or after the date of transfer. However, each Landlord shall
deliver to its transferee, by actual transfer or appropriate
credits, all funds previously paid by Tenant if such funds have
not yet been applied under the terms of this Lease.
31. Brokerage. This Lease has been negotiated through the
agency (ies) of Tribek Properties, who represents General Parcel
Services, Inc. and Childress Klein Properties, who represents
Landlord, and Tenant warrants and represents to Landlord that no
other broker was involved with the leasing of the Premises or
the negotiation of this Lease or is entitled to any commission
in connection herewith. Tenant agrees to indemnify and hold
Landlord harmless against any other claims (including court
costs and attorneys fees) for commissions by any other broker.
32. Surrender of Premises. Upon termination of the Lease, by
expiration of term, or otherwise, Tenant shall redeliver to
Landlord the Premises broom clean and in good order and
condition, ordinary wear and tear excepted. In addition,
Landlord may require Tenant to remove any alterations, additions
or improvements (whether or not made with Landlord's consent)
prior to the termination of the Lease and to restore the
Premises to its prior condition, all at Tenant's expense. All
alterations, additions and improvements which Landlord has not
required Tenant to remove and which Tenant has not removed shall
become Landlord's property and shall be surrendered to Landlord
upon the termination of the Lease. Tenant shall remain liable
for holdover rent until the Premises shall be returned in such
order to Landlord.
33. Holdover. Tenant shall vacate the Premises upon the
expiration or earlier termination of this Lease. Tenant shall
reimburse Landlord for and indemnify Landlord against all
damages incurred by Landlord from any delay by Tenant in
vacating the Premises. If Tenant does not vacate the Premises
upon the expiration or earlier termination of the Lease and
Landlord thereafter accepts rent from Tenant, Tenant's occupancy
of the Premises shall be a "month-to-month" tenancy, subject to
all of the terms of this Lease applicable to a month-to-month
tenancy, except that the Base Rent for such tenancy shall be two
hundred percent (200%) of the Base Rent in effect at the
expiration of the Lease.
34. Severability. A determination by a court of competent
jurisdiction that any provision of this Lease or any pan thereof
is illegal or unenforceable shall not cancel or invalidate the
remainder of such provision or this Lease, which shall remain in
full force and effect.
35. Interpretation. The captions of the Sections of this Lease
are to assist the parties in reading this Lease and are not a
part of the terms or provisions of this Lease. Whenever required
by the contest of this Lease, the singular shall include the
plural and the plural shall include the singular. The
masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or
omissions of Tenant, the term "Tenant" shall include Tenant's
agents, employees, contractors, invitees, successors or others
using the Premises with Tenant's expressed or implied permission.
36. Incorporation of Prior Agreements, Modifications. This
Lease is the on only agreement between the parties pertaining to
the lease of the Premises and no other agreements are effective.
All amendments to this Lease shall be in writing and signed by
all parties. Any other attempted amendment shall be void.
37. Waivers. All waivers must be in writing and signed by the
waiving party. Landlord's failure to enforce any provision of
this Lease or its acceptance of rent shall not be a waiver and
shall not prevent Landlord from enforcing that provision or any
other provision of this Lease in the future. No statement on a
payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or
without notice to Tenant, negotiate such check without being
bound to the conditions of such statement.
38. No Recordation. Tenant shall not record this Lease without
prior written consent from Landlord. However, either Landlord
or Tenant may require that a "Short Form" memorandum of this
Lease executed by both parties be recorded.
39. Binding Effect, Choice of Law. This Lease shall be binding
upon any party who legally acquires any rights or interest in
this Lease from Tenant. However, Landlord shall have no
obligation to Tenant's successor unless the rights or interests
of Tenants successor are acquired in accordance with the ten-ns
of this Lease. The laws of the State of North Carolina shall
govern the validity, performance and enforcement of this Lease.
40. Corporate Authority, Partnership Authority. If Tenant is a
corporation. each person signing this Lease on behalf of Tenant
represents and warrants that he has full authority to do so and
that this Lease binds the corporation. If Tenant is a
partnership, each person signing this Lease for Tenant
represents and warrants that he is a general partner of the
partnership, that he has full authority to sign for the
partnership and that this Lease binds the partnership and all
general partners of the partnership. The withdrawal of a General
Partner from the Partnership shall not relieve the General
Partner from liability under this Lease and all general partners
added to the Partnership shall be fully liable for the
Partnership's obligations hereunder. Tenant shall give written
notice to Landlord of any general partner's withdrawal or
addition.
41. Joint and Several Liability. All parties signing this Lease
as Tenant shall be jointly and severally liable for all
obligations of Tenant.
42. Force Majeure. If Landlord cannot perform any of its
obligations due to events beyond Landlord's control, the time
provided for performing such obligations shall be extended by a
period of time equal to the duration of such events. Events
beyond Landlord's control include, but are not limited to, acts
of God, war, civil commotion, labor disputes, strikes, fire,
flood or other casualty, shortages of labor or material,
government regulation or restriction and weather conditions.
43. Execution of Lease. This Lease may be executed in
counterparts, and, when all counterpart documents are executed,
the counterparts shall constitute a single binding instrument.
44. Covenants and Conditions. Tenant's performance of each of
Tenant's obligations under this Lease is a condition as well as
a covenant. Tenant's right to continue in possession of the
Premises is conditioned upon such performance. Time is of the
essence in the performance of all covenants and conditions.
45. Submission of Lease. The submission of this Lease to Tenant
for examination does not constitute an offer to lease or a
reservation of space. No agreement between Landlord and Tenant
relating to the leasing of the Premises shall become effective
or binding until executed by both parties and received by Tenant.
46. Additional Provisions.
IN WITNESS WHEREOF, the parties have hereunder executed the
lease the day and year above written.
LANDLORD:
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: Lincoln Investment Management, Inc.
Attorney-in-Fact
By: (Signed)
Joseph T. Putaseri
Vice President and Director
of Real Estate Management
Date: July 30, 1996
TENANT:
GENERAL PARCEL SERVICES, INC.
By: (Signed)
Name: E. Hoke Smith, Jr.
Its: President
Date: June 19, 1996
INSERT EXHIBIT "A"
To Be Supplied
EXHIBIT C
Rules and Regulations
1. No sign, placard, picture, advertisement, name, or notice
shall be installed or displayed on any part of the outside or
inside of the Building without the prior written consent of
Landlord. Landlord shall have the right to remove, at Tenant's
expense and without notice. any sign installed or displayed in
violation of this rule. No awning shall be permitted on any
part of the Premises.
2. Tenant shall not obstruct any sidewalks. entrances, or
driveways of the Building. No Tenant and no employee or invitee
of any Tenant shall go upon the roof of the Building except to
service any air conditioner or beating unit.
3. Landlord shall furnish Tenant, free of charge, with one key
to the Premises. Tenant shall be responsible for rekeying the
Premises upon occupancy and maintaining control over the keys.
Upon the termination of its tenancy, Tenant shall deliver to
Landlord the keys of all doors.
4. If Tenant requires telegraphic, telephonic, burglar alarm, or
similar services, it shall first obtain and comply with
Landlord's instructions in their installation.
5. Tenant shall not use or permit to be used in the Premises any
foul or noxious gas or substance, or permit or allow the
Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by
reason of noise, odors, or vibrations, nor shall Tenant bring
into or keep in or about the Premises any birds or animals.
6. The toilet rooms, toilets, urinals, wash bowls, and other
apparatus shall not be used for any purpose of other than that
for which they were constructed, and no foreign substance of any
kind whatsoever shall be thrown therein. The expenses of any
breakage, stoppage, or damage resulting from the violation of
this rule shall be home by the Tenant who, or whose employees or
invitees, shall have caused same.
7. Tenant shall not install any radio or television antenna,
loudspeaker, or other device on the roof or exterior walls of
the Building. Tenant shall not interfere with radio or
television broadcasting or reception from or in the Building or
elsewhere.
8. Tenant shall place garbage dumpsters in a location
satisfactory to Landlord. Tenant shall store all of its trash
and garbage within such dumpsters. Tenant shall not place in
any dumpster any material which cannot be disposed of in the
ordinary and customary manner of trash and garbage disposal.
9. Tenant shall not store, fabricate, maintain, or otherwise use
the parking areas or driveway except as specifically provided
herein.
10. Cars must be parked entirely within the stall lines painted
on the ground. The speed limit shall be five (5) miles per
hour. Parking is prohibited: (a) in areas not striped for
parking, (b) in aisles, (c) where "no parking" signs are posted,
(d) on ramps, (e) in cross hatched areas, and (f) in such other
areas as may be designed by Landlord as reserved for the
exclusive use of others. Washing, waxing, cleaning, or
servicing of any vehicle by anyone is prohibited.
11. Landlord may waive any one or more of these Rules and
Regulations for the benefit of Tenant or any other tenant, but
no such waiver by Landlord shall be construed as a waiver of
such Rules and Regulations in favor of Tenant or any other
tenant, nor prevent Landlord from thereafter enforcing any such
Rule and Regulations against any or all of the tenants of the
Building.
12. These Rules and Regulations are in addition to, and shall
not be construed to in any way modify or amend, in whole or in
part, the terms, covenants, agreements, and conditions of any
lease of premises in the Project.
13. Landlord reserves the right to make such other and
reasonable Rules and Regulations as, in its judgment, may from
time-to-time be needed for safety and security, for care and
cleanliness of the Buildings, and for the preservation of good
order therein. Tenant agrees to abide by all such Rules and
Regulations hereinabove stated and any additional rules and
regulations which are adopted.
14. Tenant shall be responsible for the observance of all the
foregoing rules by Tenant's employees, agents, clients,
customers, invitees, and guests.
EXHIBIT D
Form Estoppel Certificate
ESTOPPEL CERTIFICATE
To:
Re: Lease Agreement with The Lincoln National Life
Insurance Company for premises located in Woodlands Business
Park in Charlotte, North Carolina
Gentlemen:
The undersigned, ,as Tenant ("Tenant") under that
certain Lease Agreement with The Lincoln National Life Insurance
Company as Landlord ("Landlord"), dated ,
(the "Lease"), hereby ratifies the Lease and states, represents,
warrants, and certifies as follows:
Tenant entered into occupancy of those premises in <project
name> (the "Project") containing approximately square feet,
known as Building , Space , as more particularly identified
in the Lease (the "Premises"), on ,19 , and is in full
and complete possession of the Premises.
All improvements, alterations or additions to the Premises to be
made by Landlord, if any, have been completed to the
satisfaction of Tenant. All contributions to be made by
Landlord for improvements to the Premises, if any, have been
paid in full to Tenant.
The term of the Lease commenced on , 19 , and expires on
, 19 .
The Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way
by Tenant (except by agreement(s) dated , 19 ), and the
Lease and such agreements, if any, represent the entire
agreement between the parties with respect to the Premises,
Except as set forth in the Lease Tenant has no right or option
to (i) extend the term of the Lease, (ii) lease
additional space in the Project, or (iii) purchase the Project
or any part thereof (except for base Rent in the amount of $
per year is currently due and payable under the Lease.
Tenant has paid a security deposit under the Lease to Landlord
in the amount of $ .
Base Rent for , 19 , has been paid.
No rent under the Lease has been paid more than thirty (30) days
in advance.
To Tenant's knowledge there is no existing default on the part
of either Landlord or Tenant in any of the terms or conditions
of the Lease, and no event has occurred which, with the passage
of time or delivery of notice, or both, would constitute such a
default.
To Tenant's knowledge all conditions and obligations under the
Lease to be performed by Landlord have been performed and on
this date Tenant has no existing defenses, counter-claims or
offsets against the enforcement of the Lease by Landlord.
There are no actions, whether voluntary or, to its knowledge,
otherwise, pending against Tenant (or any guarantor of Tenant's
obligations pursuant to the Lease) under the bankruptcy or
insolvency laws of the United States or any state thereof.
Tenant has not caused contamination of the Premises by hazardous
materials or toxic substances in violation of Environmental Laws
and Tenant does not use, nor has Tenant disposed of any such
materials or substances in violation of Environmental Laws.
Tenant hereby acknowledges and agrees that this certificate may
be relied upon by Landlord and any purchaser, mortgagee or
beneficiary under a deed of trust, and their respective
successors and assigns.
Very Truly Yours,
By:
Title:
EXHIBIT E
Work Letter
Landlord is providing the space "as is".
CORPORATE GUARANTY OF LEASE
The undersigned, in consideration of the leasing of the premises
described in the attached Lease to the Tenant therein mentioned,
does hereby absolutely, unconditionally and irrevocably
guarantee to Landlord the full and complete performance of all
of Tenant's covenants and obligations under such Lease and the
full payment by Tenant of all rentals, additional rentals and
other charges and amounts required to be paid thereunder.
The undersigned does hereby waive all requirements of notice of
the acceptance of this Guarantee and all requirements of notice
of breach or non-performance by Tenant. The undersigned further
waives any demand by Landlord and/or prior action by Landlord of
any nature whatsoever against Tenant. The undersigned's
obligations hereunder shall remain fully binding although
Landlord may have waived one or more defaults by Tenant.
extended the time of performance by Tenant, modified or amended
the Lease, released. returned or misapplied other collateral
given later as additional security (including other guarantees)
and released Tenant from the performance of its obligations
under such Lease.
This Guarantee shall be binding upon the undersigned and its
respective successor, successors in interest, representatives
and assigns and shall continue in effect subsequent to any
assignment of the Lease by Tenant or by operation of law.
IN WITNESS THEREOF, the undersigned has set its hand and seat
this 19th day of June, 1996.
GENERAL PARCEL SERVICE, INC.
a Florida Corporation
By: (Signed)
Its: President
RIDER
Rider to this lease, Dated as of this 30th day of July , 19 ,
is made by and between The Lincoln National Life Insurance
Company (herein called "Landlord") and General Parcel Services,
Inc. (hereinafter called "Tenant").
RENT ABATEMENT
Provided Tenant faithfully performs all terms and conditions of
this Lease during the term hereof, Tenant's obligation to pay
base rent under this Lease shall be abated from July 1, 1996
through August 31, 1996 of the Lease term.
If Tenant at any time breaches any term or covenant required to
be performed by Tenant under this Lease, Landlord may, in
addition to all other rights or remedies it may have, rescind
the abatement and receive all the base rent which Landlord would
have otherwise received from Tenant had there been no period of
abatement rent provided for hereunder as a result of any default
by Tenant shall not be deemed to be a waiver of Landlord's right
to so rescind on any subsequent default by Tenant.