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EXHIBIT 10.59
STATE OF GEORGIA
COUNTY OF COBB
DEALERSHIP LEASE
LEASE made as of the 1st day of September, 1983, between MARSHALL M.
MANOR, an individual residing at 10837 Quail Covey Rd., Boynton Beach, Florida
33436 (herein called Landlord), and WADE FORD, INC., a Georgia corporation,
having an office and place of business at 3860 South Cobb Drive, Smyrna, Georgia
30080 (herein called Tenant):
WITNESSETH:
ARTICLE 1
Construction
1.01. All of the covenants of Tenant hereunder shall be deemed and
construed to be "Conditions" as well as "covenants" as though the words
specifically expressing or importing covenants and conditions were used in each
separate instance.
1.02. The headings of the Articles in this Lease are for convenience
only, and shall not be used to construe or interpret the scope or intent of this
Lease or in any way affect the same.
ARTICLE 2
Demised Premises - Basic Rent
2.01. For and in consideration or the payment of the Basic Rent, and
the Additional Rent as hereinafter provided and of the performance by Tenant of
the covenants and undertakings hereinafter set forth, Landlord hereby leases to
Tenant, and Tenant
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hereby hires from Landlord the following property (herein collectively called
the Demised Premises), for the Lease Term hereinafter provided:
(a) the land described in Exhibit 1 hereto (herein called the
Land); and
(b) the buildings, structures, improvements, fixtures,
equipment and other property now erected thereon or installed therein
and/or to be erected thereon or installed therein by Landlord after the
date hereof (herein collectively called the Improvements).
SUBJECT, HOWEVER, to zoning ordinances and regulations and covenants,
restrictions, easements, liens, charges, encumbrances, title conditions and
exceptions affecting the Demised Premises, or any part thereof, as of the date
hereof.
2.02. This Lease shall be for a term commencing as of October 1,
1983 and ending 25 years thereafter unless such term shall be sooner terminated
as hereinafter provided.
2.03. Tenant shall pay to Landlord a net monthly rental over and
above the other and additional payments to be made by Tenant as hereinafter
provided (such net monthly rental being herein called the Basic Rent) of $12,000
per month for the first 24 months of the term, of $14,000 per month for the
second 24 months of the term and shall be increased $1,000 per month for each
succeeding 24-month period thereafter.
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2.04. The Basic Rent shall be absolutely net to the Landlord (except
as hereinafter otherwise expressly stated), so that this Lease shall yield net
to Landlord such Basic Rent throughout the term of this Lease.
2.05. Basic Rent for the first month or partial month (calculated on
the basis of the actual number of days of such partial month) shall be paid to
Landlord prior to the commencement of the Lease Term, and thereafter, each
installment of Basic Rent shall be paid in advance on or before the first
business day of each and every calendar month during the Lease Term. The Basic
Rent and the Additional Rent shall be punctually paid to Landlord at 10837 Quail
Covey Rd., Boynton Beach, Florida 33436, or at such place or to such agent as
Landlord from time to time may designate by written notice to Tenant, all
without notice, demand, counterclaim, setoff, deduction or defense, and without
abatement, suspension, deferment, diminution or reduction for any reason
whatsoever, except as hereinafter otherwise provided.
2.06. Tenant covenants to pay, as additional rent, all other
amounts, liabilities and obligations which Tenant herein assumes or agrees to
pay (herein collectively called the Additional Rent), and, in the event of any
failure on the part of Tenant to pay any item of Additional Rent, Landlord shall
have all rights, powers and remedies provided for herein or by law in the case
of nonpayment of the Basic Rent.
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Landlord, at its sole discretion, may spread all or certain of the
items of the Additional Rent over periods of 12 calendar months each during the
Lease Term, and Landlord may collect the Additional Rent from Tenant, and Tenant
shall pay it, in regular monthly payments; but Landlord shall give Tenant a
statement of such collection, and disbursements therefrom, at least once each
such period, and shall, from time to time adjust such payments to match
disbursements.
2.07. Upon expiration of the Lease Term, Tenant shall remove its
goods and effects and peacefully yield up the Demised Premises to Landlord in
the condition required by Article 9 hereof.
ARTICLE 3
Taxes
3.01. For the purposes of this Article 3:
(a) "Applicable Taxes" shall mean only those ad valorem real estate
taxes assessed and levied against the Demised Premises;
(b) "Lease Term" shall include the initial term of this Lease and all
extensions thereof unless this Lease be terminated or canceled earlier (other
than pursuant to Article 6 hereof) as provided in this Lease in which case the
"Lease Term" shall include only the abbreviated period;
(c) "Applicable Taxes" are for and pertain to the calendar year in
which occurs the tax status day (sometimes referred to as
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the "tax day", "assessment day", "date of finality", etc.) used in the
determination of said taxes.
3.02. Landlord shall remit to the collecting authority Applicable
Taxes becoming due and payable during the Lease Term. Applicable Taxes remitted
by Landlord but properly the expense of Tenant, as set forth herein, shall be
reimbursed to Landlord by Tenant within ten days of receipt of Landlord's
written request accompanied by supporting documents.
3.03. Tenant shall bear the expense of Applicable Taxes for full
calendar years within the Lease Term and, additionally, the expense thereof for
the calendar years in which the Lease Term begins or terminates in the
proportion that the number of days the Lease Term exists within each of such
years bears to the total numbers of days in such year.
3.04. Special assessments which become due in full, or in
installments, during the Lease Term shall be remitted by Landlord. Tenant shall
bear as Additional Rent the expense of full assessments, or installments, which
fall due during the Lease Term. For purposes of this Section 3.04, payment in
installments over the longest possible term will be deemed to have been elected
in any instance where a determinable option so to pay existed, or may exist,
notwithstanding that an assessment may have been, or may hereafter be, paid in
full, and Tenant shall bear the expense of only such installments as would have
become due, payable, and
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delinquent during the Lease Term had the installment option been elected.
3.05. Landlord agrees to cooperate with Tenant and at Tenant's
expense in all reasonable ways requested by Tenant to minimize taxes and special
assessments to be borne by Tenant.
3.06. Personal property taxes on property located upon the Demised
Premises and used therewith shall be borne and remitted by Tenant, who also
shall file any and all Personal Property Tax returns that may be required in
relation thereto.
ARTICLE 4
Tenant's Right to Terminate
4.01. If any law, ordinance, ruling, order or regulation now exists
or is hereafter enacted prohibiting or, in Landlord's reasonable opinion,
substantially impairing the use of the Demised Premises for an automobile sales
and service establishment, then Tenant, at its option, may terminate this Lease,
and all of its liability hereunder shall cease from and after the later of the
date of termination or the date when such law, ordinance, ruling, or regulation,
or prohibition becomes effective, and any advance rental shall be apportioned
and refunded to Tenant provided such law, ordinance, ruling or regulation, or
prohibition is not enacted as a result of any act by Tenant.
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ARTICLE 5
Insurance
5.01. Tenant shall maintain general or public liability insurance
against claims for bodily injury or death and property damage occurring on, in
or about the Demised Premises and the streets and alleys adjoining the Demised
Premises, affording protection with respect to bodily injury or death of at
least $200,000 for any one person and at least $500,000 for any one accident and
protection with respect to property damage of at least $100,000 Such amounts
shall be increased from time to time if, and as reasonably requested by,
Landlord to the extent necessary in Landlord's reasonable opinion to adequately
protect Landlord. All such insurance shall be effected at Tenant's expense under
valid and enforceable policies issued by insurers of recognized responsibility
which are qualified to do business in the state where the Demised Premises are
located, are well rated by national rating organizations and are acceptable to
Landlord. Such policies shall insure Landlord and Tenant, as their respective
interests may appear. Each such policy or a certificate therefor shall, to the
extent obtainable, contain an agreement by the insurer that such policies shall
not be canceled without at least ten days' prior written notice to Landlord.
Originals of such policies shall be delivered by Tenant to Landlord promptly
after delivery of this Lease, and thereafter at least 15 days before the
expiration dates of each expiring policy.
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5.02. From time to time during the term hereof, upon presentation of
bills by Landlord, Tenant shall pay to Landlord the cost as determined by
Landlord of fire and extended coverage insurance upon the Demised Premises.
Landlord shall have the right to determine the amount of such insurance.
5.03. Tenant shall obtain and carry, at its expense, workmen's
compensation insurance, when such insurance is required by applicable law or
regulation.
5.04. Landlord hereby waives all claims against Tenant for loss or
damage to the Improvements caused by fire or perils insured against by
Landlord's standard fire and extended coverage insurance policy. Tenant hereby
waives all claims against Landlord for loss or damage to its property on the
Demised Premises caused by fire or perils usually insured against by a standard
fire and extended coverage insurance policy.
ARTICLE 6
Remedies in Case of Default
6.01. If during the term of this Lease Tenant shall:
(a) fail to pay any installment of the Basic Rent or any
Additional Rent as and when the same becomes due and payable, and such
default shall continue for a period of ten days; or
(b) default in the performance of or compliance with Article 7
hereof; or
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(c) default in its performance of or compliance with any of
the other agreements, terms or conditions of this Lease, and such
default shall continue for a period of 20 days after notice by Landlord
to Tenant; or
(d) file a voluntary petition in bankruptcy or be adjudicated
a bankrupt or insolvent, or file any petition or answer seeking any
reorganization, composition, readjustment or similar release under any
present or any future bankruptcy or other applicable law, or seek or
consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of Tenant or of all or any substantial part of the Demised
Premises; or
(e) fail, for a period of 30 days after the filing of an
involuntary petition in bankruptcy against Tenant or the commencement
of any proceeding against Tenant seeking any reorganization,
composition, readjustment or similar relief under any law, to have such
petition or proceeding dismissed.
6.02. Upon any such termination, Tenant shall quit and peacefully
surrender its interest in the Demised Premises to Landlord, and Landlord upon
and at any time after such termination may, without further notice, re-enter and
repossess the
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Demised Premises as against Tenant, either by force, summary proceedings or
otherwise, without being liable to any prosecution therefor.
6.03. At any time or from time to time after such termination of
this Lease, Landlord may relet the Demised Premises or any part thereof in the
name of Landlord or otherwise for such term or terms and on such conditions as
Landlord in its discretion may determine and may collect and receive the rents
therefor. Landlord shall in no way be responsible or liable for any failure to
relet the Demised Premises or any part thereof or for any failure to collect any
rent upon any such releting.
6.04. No such termination of this Lease shall relieve Tenant of its
liability and obligations under this Lease, and such liability and obligations
shall survive any such termination. In the event of any such termination,
whether or not the Demised Premises or any part thereof shall have been relet,
Tenant shall pay the Basic Rent and all Additional Rent required to be paid
under this Lease by Tenant, up to the time of such termination, and thereafter
Tenant, until the end of the period which would have been the expiration of the
term of this Lease in the absence of such termination, shall pay as agreed and
liquidated damages for its default (a) the Basic Rent and Additional Rent which
would be payable by Tenant under this Lease if this Lease were still in effect,
less (b) the net proceeds of any reletting effected pursuant to Article 6.03,
after deducting all Landlord's
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expenses in connection with such reletting. Tenant shall pay such liquidated
damages on the days on which rent would have been payable under this Lease if it
were still in effect, and Landlord shall be entitled to recover from Tenant each
payment with respect to liquidated damages as the same shall arise.
6.05. At any time after a termination of this Lease pursuant to
Article 6.01 hereof, whether or not Landlord shall have collected any liquidated
damages pursuant to Article 6.04 hereof, Landlord shall be entitled to recover
from Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated
and agreed final damages for Tenant's default (herein called "Final Damages")
and in lieu of all liquidated damages pursuant to Article 6.04 hereof beyond the
date of such demand, an amount equal to the excess, if any, of (x) the Basic
Rent and Additional Rent which would be payable under this Lease from (i) the
date to which Tenant shall have satisfied in full its obligations under this
Article 6.05 to pay liquidated damages pursuant to Article 6.04 hereof to (ii)
the date on which the then unexpired term of this Lease would end if the same
remained in effect, over (y) the then fair net rental value (net after all
Additional Rent) of the Demised Premises for the same period, both discounted to
present worth at the rate of 4% per annum, compounded annually. If however, any
statute or rule of law governing a proceeding in which such liquidated Final
Damages are to be proved or determined shall validly limit the amount thereof to
an amount less
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than the above agreed upon amount, Landlord shall be entitled to prove as and
for liquidated Final Damages for Tenant's default the maximum amount allowable
under such statute or rule of law.
6.06. In the event of any expiration of the term of this Lease,
Tenant, so far as permitted by law, hereby expressly waives and will waive the
service of any notice of intention to re-enter provided for in any statute, or
of the institution of legal proceedings to that end, and also waives and will
waive any and all right of redemption or re-entry or repossession or to restore
the operation of this Lease in case Tenant shall be dispossessed by a judgment
or by warrant of any court or judge or in case of re-entry or repossession by
Landlord or in case of any expiration of the term of this Lease. Tenant also, as
far as permitted by law, waives and will waive any and all right to a trial by
jury in the event that, upon any expiration of the term of this Lease, summary
proceedings shall be instituted by Landlord, and the benefits of any and all
laws now or hereafter in force exempting property from liability for rent or for
debt. The terms "enter", "re-enter", "entry" or "re-entry", as used in this
Lease, are not restricted to their technical legal meaning.
6.07. Each right, power and remedy of Landlord provided for in this
Lease shall be cumulative and concurrent and shall be in addition to every other
right, power or remedy provided for in this Lease or now or hereafter existing
at law or in equity or by statute or otherwise, and the exercise or beginning of
the
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exercise by Landlord of any one or more of the rights, powers or remedies
provided for in this Lease or now or hereafter existing at law or in equity or
by statute or otherwise shall not preclude the simultaneous or later exercise by
Landlord of any or all other rights, powers or remedies provided for in this
Lease or now or hereafter existing at law or in equity or by statute or
otherwise. In the event of any breach or threatened breach by Tenant of any of
the provisions of this Lease, Landlord shall be entitled to restrain by
injunction such breach or threatened breach or to a decree compelling
performance of such provisions.
ARTICLE 7
Discharge of Liens
7.01. In the event that the Demised Premises or any part thereof or
Tenant's leasehold interest therein shall, at any time during the term of this
Lease, become subject to any vendor's, mechanic's, laborer's, materialman's or
other lien, encumbrance or charge based upon the furnishing of materials or
labor to or for the benefit of Tenant, Tenant shall cause the same, at its sole
cost and expense to be satisfied or discharged within 30 days after notice
thereof.
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ARTICLE 8
Indemnification of Landlord
8.01. Tenant will indemnify and save harmless Landlord from and
against any and all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses, including reasonable attorneys' fees, which may be imposed
upon or incurred by or assessed against Landlord by reason of any of the
following occurring during the term of this Lease:
(a) any work or thing done by Tenant or any agent, contractor,
employee, licensee or invitee of Tenant in, on or about the Demised
Premises or any part thereof;
(b) any use, nonuse, possession, occupation, condition,
operation, maintenance or management of the Demised Premises or any
part thereof or any street, alley, sidewalk, curb passageway or space
adjacent thereto;
(c) any negligence of Tenant or any agent, contractor,
employee, licensee or invitee of Tenant;
(d) any accident, injury or damage to any person or property
occurring in, on or about the Demised Premises or any part thereof or
any street, alley, sidewalk, curb, passageway or space adjacent
thereto; and
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(e) any failure on the part of Tenant to perform or comply
with any of the agreements, terms or conditions contained in this Lease
on its part to be performed or complied with.
In the event that any action or proceeding shall be brought against Landlord by
reason of any claim covered by this Article, Tenant, upon written notice from
Landlord, will at Tenant's sole cost and expense resist or defend the same. To
the extent of the proceeds received by Landlord under any insurance furnished or
supplied to Landlord by Tenant, Tenant's obligation to indemnify and save
harmless Landlord against the hazard which is the subject of such insurance
shall be deemed pro tanto to be satisfied.
8.02. Tenant is fully familiar with the physical condition of the
Demised Premises. Landlord has made no representations of whatever nature in
connection with the condition of the Demised Premises, and Landlord shall not be
liable for any latent or patent defect therein.
8.03. Tenant covenants and agrees to pay, and to indemnify the
Landlord against, all legal costs and charges, including counsel fees, lawfully
and reasonably incurred in obtaining possession of the Demised Premises after
default by Tenant or after Tenant's default in surrendering possession upon the
expiration or earlier termination of the term of this Lease or enforcing any
covenant or agreement of Tenant herein contained.
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ARTICLE 9
Repairs
9.01. Tenant shall maintain and keep the Demised Premises in
first-class order and repair and make all such repairs and replacements as may
be necessary in order to maintain the Improvements in a condition suitable for
the operation and conduct of Tenant's business therein, but excluding from
Tenant's obligations such repairs and replacements made necessary by damages
caused by fire and the perils covered by the usual policy of extended coverage
insurance in effect in the area where the Demised Premises are located.
Notwithstanding anything to the contrary contained herein, such obligation of
Tenant shall include, without limitation, such current repairs, maintenance and
replacements as are required to keep the Demised Premises in first-class order
and repair, including, without limitation, the following: sidewalks and
blacktopping, heating and air conditioning systems and equipment, lighting and
electrical systems and equipment, water, power, and plumbing systems and
equipment, roofs, walls, floors, ceilings, and windows, and also shall include,
without limitation, periodic painting and general refurbishing so as to maintain
the Demised Premises at all times in an attractive, clean and pleasing
appearance. Tenant shall assign to Landlord all contractors' guarantees received
by Tenant in connection with repairing the Demised Premises.
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9.02. If the Demised Premises shall be damaged by fire, explosion,
perils insured against by Landlord's standard fire and extended coverage
insurance policy, casualty, or other cause or happening or if any lawful
authority shall order demolition or removal of any structure covered by this
Lease, so as-to render them, in Landlord's reasonable discretion, substantially
unfit in their entirety for Tenant's proposed use, then this Lease, at
Landlord's option, shall terminate and Tenant's obligation to pay rent shall
cease, and any unearned rent paid in advance shall be refunded to Tenant.
If the Demised Premises shall be partially destroyed by fire,
explosion, or perils insured against by Landlord's standard fire and extended
coverage insurance policy, or if Landlord shall not have exercised the above
option to terminate, then the Demised Premises shall be restored by Landlord and
a just proportion of the basic rent specified shall abate until they shall have
been restored and put in proper condition for Tenant's use and occupancy.
9.03. Tenant at its sole cost and expense shall comply with all
laws, rules and regulations of any applicable governmental authority as related
to Tenant's use and occupancy of the Demised Premises, or any part thereof and
all orders, rules and regulations of the cognizant board of Fire Underwriters or
any other body hereafter exercising similar functions, as related to Tenant's
use and occupancy of the Demised Premises, or any part thereof.
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Tenant shall likewise observe and comply with the requirements of all policy of
public liability, fire and other insurance at any time in force with respect to
the Demised Premises.
9.04. If a defect in workmanship or materials is discovered by
Tenant which is covered by a contractor's warranty or guaranty received by
Landlord and Landlord refuses to enforce such warranty or guaranty after written
demand made by Tenant, then Landlord agrees, upon written demand by Tenant, to
assign to Tenant all its right to enforce such warranty or guaranty to the
extent only that the same relates to the defect in question.
ARTICLE 10
Authorized Use
10.01. Tenant shall use and occupy the Demised Premises for the
purposes only of maintaining an automobile dealership, and related purposes.
ARTICLE 11
Assignment of Lease
11.01. Tenant shall not assign this Lease, or any part thereof, or
sublet all or any part of the Demised Premises without the written consent of
Landlord, and such consent given in any one instance shall not apply to further
subleases or assignments.
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ARTICLE 12
Notices
12.01. All notices, demands, consents and requests required or
permitted to be given or made under this Lease shall be in writing and shall be
deemed to have been properly given if sent by certified or registered mail,
postage prepaid, addressed to Landlord or Tenant, as the case may be, as
follows:
To the Landlord:
Mr. Marshall M. Manor
10837 Quail Covey Rd.
Boynton Beach, Florida 33436
To the Tenant:
Wade Ford, Inc.
3860 South Cobb Drive
Smyrna, Georgia 30080
Either party may change its address by giving notice to the other in
the manner aforesaid.
ARTICLE 13
Changes
13.01. Tenant shall make no changes, additions to, or alterations of
any nature whatsoever in the Demised Premises, or any part thereof, without
Landlord's prior written consent as stated in a notice from Landlord given in
the manner set forth in Article 12, and shall not demolish or destroy the whole
or any part of the Demised Premises.
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13.02. Tenant may, at Tenant's expense, install trade fixtures and
equipment in or upon the Demised Premises provided:
(a) Tenant shall have assumed any and/or all liabilities or
obligations in any way growing out of or connected with such
installations;
(b) such installations, in Landlord's sole discretion, shall
not interfere with construction of the Improvements;
(c) Tenant shall have, prior to such installation, furnished
Landlord with a written schedule of all such trade fixtures and
equipment, and shall have secured written consent for such
installations from Landlord as stated in a notice from Landlord given
in the manner set forth in Article 12;
(d) Landlord shall be authorized to enter the Demised Premises
at any time during business hours to inspect and inventory such trade
fixtures and equipment.
13.03. Tenant may, at any time during the term of this Lease, and
upon the termination of this Lease shall, at Landlord's request, remove all such
trade fixtures and equipment, provided that:
(a) such removal shall be done in a good, careful and
workmanlike manner and in compliance with all applicable laws,
ordinances or regulations
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and any damage to the Demised Premises resulting from such removal
shall be repaired by Tenant at Tenant's sole cost and expense; and
(b) any and all such trade fixtures and equipment not removed
by Tenant prior to the expiration of the term of this Lease shall, at
the election of Landlord, be deemed abandoned by Tenant and all
Tenant's right, title and interest in and to such fixtures and
equipment shall be deemed assigned to Landlord.
ARTICLE 14
Right of Entry
14.01. Landlord, and persons designated by Landlord, during the term
of this Lease, at reasonable times and during usual business hours, may enter
the Demised Premises to view them, and show them for purposes of rental or sale.
14.02. Landlord also shall have the right at all reasonable times
during the term of this Lease to enter the Demised Premises to make inspection,
and to make such repairs and alterations as Tenant is not obliged to make under
this Lease or which Landlord may be required or find desirable to make by reason
of any laws, rules, orders, and regulations of a governmental authority or board
of Fire Underwriters, or by reason of any insurance requirement or by reason of
Landlord performing an obligation of Tenant
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under this Lease which Tenant shall have failed to observe or perform. All
payments made by Landlord and all costs and expenses incurred by Landlord in
connection with performing an obligation of Tenant under this Lease, together
with interest at the rate of the higher of twelve percent per annum or the then
prevailing prime commercial rate announced by the First National Bank of
Atlanta, from the respective dates of the making of such payments or the
incurring of such costs and expenses, shall constitute Additional Rent and shall
be payable to Landlord by Tenant within ten days after demand.
ARTICLE 15
Condemnation
15.01. If all or a part of the Demised Premises shall be taken by
condemnation, or if Landlord conveys all or a part of the Demised Premises to a
governmental or other body which has the power of condemnation and which has
threatened to exercise such power with respect to all or such part of the
Demised Premises conveyed, and the remaining part of the Demised Premises, in
the opinion of Landlord, shall be insufficient for the uses specified in Article
10.01 hereof, this Lease shall terminate as of the date of the vesting of title
in the condemning authority, or, at Landlord's option, as of the date that
possession shall be taken. Tenant shall not have the right to claim or receive
any damages or to share in any award for the value of this leasehold or
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otherwise, except only for damage or loss suffered by Tenant in connection with
Tenant's trade fixtures and equipment. Basic and Additional Rent shall be
apportioned and the unearned portion thereof shall be refunded to Tenant upon
such termination. If this Lease does not terminate as a result of condemnation,
this Lease shall continue with respect to the untaken part of the Demised
Premises and a just proportion of the Basic Rent shall abate.
ARTICLE 16
Lease Subject to Mortgages
16.01. This Lease is and shall be at all times subject and
subordinate in lien to the lien of any deed to secure debt, mortgage or
mortgages now existing or which Landlord or any subsequent owner of the Demised
Premises shall make covering the Demised Premises and to any and all advances
made or to be made thereunder and to the interest thereon. Tenant shall execute,
acknowledge and deliver upon request all documents demanded by Landlord,
purchaser from Landlord, or any mortgagee, to subordinate this Lease to any deed
to secure debt or mortgage.
16.02. Landlord may at any time during the Lease Term enter into
utility easement agreements affecting portions of the Demised Premises provided
that such easement agreements do not interfere substantially with Tenant's use
of the Demised Premises as an automobile sales and service establishment.
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ARTICLE 17
Waivers and Changes
17.01. No failure by Landlord or Tenant to insist upon the strict
performance of any covenant, agreement, term or condition of this Lease or to
exercise any right, power or remedy consequent upon a breach thereof, and no
acceptance of full or partial rent by Landlord during the continuance of any
such breach by Tenant, shall constitute a waiver or any such breach or of such
covenant, agreement, term or condition. No waiver of any breach shall affect or
alter this Lease, but each and every covenant, agreement, term and condition of
this Lease shall continue in full force and effect with respect to any other
then existing or subsequent breach thereof.
17.02. Neither this Lease nor any provision hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver or
termination is sought; provided, however, no such instrument shall be deemed
binding on Landlord unless signed by the Secretary or an Assistant Secretary of
Landlord or by any other person to whom authority to execute any such instrument
shall be delegated by such Secretary or Assistant Secretary in writing.
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ARTICLE 18
Utilities
18.01. Tenant shall pay or cause to be paid all charges incurred by
Tenant for gas, electricity, light, heat and power and for telephone, protective
and other communication services and for all other public or private utility
services which shall be used, rendered or supplied upon, to or in connection
with the Demised Premises or any part thereof at any time during the term of
this Lease.
ARTICLE 19
Severability
19.01. If any provision of this Lease is illegal or unenforceable,
the remainder of the Lease shall not be affected thereby.
ARTICLE 20
Rights of Successors and Assigns
20.01. Except as otherwise provided in Article 11.01, the terms and
conditions of this Lease shall inure to the benefit of land be binding upon the
parties and their respective heirs, representatives, successors or assigns.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and caused their seals to be affixed as of the day and year first above written.
WITNESSES: WADE FORD, INC. Lessee
/s/ Howard E. Turner By: /s/ J. C. Arnold, Jr.
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/s/ Lois M. Mauk Attest:
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Notary Public
Notary Public, Georgia State at Large
My Commission Expires April 28, 1997
/s/ K.L. Lesta
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Secretary
[SEAL]
WITNESSES: MARSHALL M. MANOR, Lessor
/s/ Howard E. Turner By: /s/ Marshall M. Manor
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/s/ Lois M. Mauk
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Notary Public
Notary Public, Georgia State at Large
My Commission Expires April 28, 1997
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