HomeMy WebLinkAboutTITLEMAX OF GA
LEASE
BETWEEN
AUGUST A, GEORGIA
AND
DATED AS OF
TABLE OF CONTENTS
PAGE
1. LEASE OF PREMISES .................................... ........................ .......................................... 1
2. TERM AND USE ............................................................................................................... 1
3. RENT AND ACCEPTANCE OF DEMISED PREMISES. ............................................... 1
4. EXCLUSIVE USE COVENANT .......................................................................................2
5. DEMISED PREMISES REPAIRS AND MAINTENANCE. ............................................ 2
6. FIXTURES AND EQUIPMENT........................................................................................ 2
7. LANDLORD'S INSURANCE. ..........................................................................................3
8. TENANT'S INSURANCE................................................................................................. 3
9. IND EMNIFI CA TI ON......................................................................................................... 4
1 o. ENTRANCES..................................................................................................................... 4
11. UTILITIES ............................................................. .................. ........ ................................... 4
12. T AXES................................................................................................................................ 4
13. PERMITTED CONTESTS................................................................................................. 4
14. ASSIGNMENT AND SUBLETTING ............................................................................... 4
15. SIGNS................................................................................................................................. 4
16. CONDITION OF PREMISES: COMPLIANCE WITH LAWS. ....................................... 5
17 . SATELLITE COMMUNICATIONS SySTEM................................................................. 5
18. DAMAGE TO DEMISED PREMISES ..... .................. ....................................................... 5
19 . ALTERATIONS ............ .................... ........................ ......................................................... 5
20 . MECHANICS LIENS......................................................................................................... 5
21. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT................................ 5
22. COND EMNA TI ON............................................................................................................ 5
23. TENANT' S DEFAULT.... .......................... .......... .................................... .......................... 6
24. LANDLORD'S DEFAULT ................................................................................................ 6
25. MUTUAL WAIVER OF SUBROGATION RIGHTS ....................................................... 6
26. QUIET POSSESSION........................................................................................................ 7
27. RENT PAYMENT ................................... ................:... ....................................................... 7
28. TENANT'S BUSINESS OPERATION ............................................................................. 7
29. RIGHT OF FIRST REFUSAL............................................................................................ 7
30. SURRENDER OF DEMISED PREMISES........................................................................ 7
31. LANDLORD'S CONSENTS AND APPROVALS ........................................................... 7
32. ATTORNEYS' FEES ......................................................................................................... 8
33. RECORDING..................................................................................................................... 8
34. NO WAIVER..................... .................. ........................... .................................................... 8
38. ESTOPPEL CERTIFICATES ..... ........................... ............. .......... ..................................... 9
39. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT ............................. 9
40. TENANT PROPERTY....................................................................................................... 9
41. INVALIDITY OF CERTAIN PROVISIONS .................................................................. 10
42. FORCE MAJEURE .......................................................................................................... 10
43. GOVERNING LAW ......................................................................................................... 10
44. SUBMISSION TO VENUE AND JURISDICTION ........................................................ 10
45. CAPTIONS....................................................................................................................... 10
46. ENTIRE AGREEMENT..... .............................................................................................. 10
47. BINDING EFFECT .......................................................................................................... 10
48 . CONTINGENCIES........................................................................................................... 10
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Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
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LEASE
BETWEEN
AUGUSTA, GEORGIA
AND
DOCUMENTS INCORPORATED BY REFERENCE
EXHIBITS
Description of the Demised Premises
Landlord' s Work
Tenant's Standard Signs
Landlord Waiver and Consent
111
LEASE
THIS LEASE (this "Lease"), entered into as of the first day of January, 2006 (the
"Effective Date"), by and between Augusta, Georgia, a political subdivision of the State of
Georgia, as landlord ("Landlord"), and fE:itleN1ax+orG_eBrgi~ a Georgia corporation, as
tenant ("Tenant").
I. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby
takes from Landlord in consideration of the covenants and agreements in this Lease, the premises
(the "Demised Premises") located at ~~EL/~OearlsiflB]iagSl:a:2~~mf~u1ill~~ being more
particularly described on Exhibit "A" attached hereto and by this reference made a part. The
Demised Premises shall include that certain building (the "Building") and other improvements
shown on Exhibit "A".
2. TERM AND USE. The initial term of this Lease shall be for a period of One (1)
Months commencing on January 1, 2006 (the "Rent Commencement Date"), as such term is
defined below, (the "Initial Term") unless sooner terminated as provided or permitted herein.
Tenant shall have no right to extend the term of this Lease. (The Initial Term may also be
referred to as the "Term".) Tenant may use the Demised Premises as and for prre~pm
Ef~saCtmij services and for no other purpose (the "Permitted Uses"). Anything contained in the
Lease to the contrary notwithstanding, in the event any Laws (hereafter defined) prohibit or
materially adversely effect Tenant's ability to use and/or operate the Demised Premises for title
pawn and/or check cashing purposes, Tenant shall have the right to terminate this Lease upon
ninety (90) days prior written notice to Landlord.
3. RENT AND ACCEPTANCE OF DEMISED PREMISES.
A. The rental during the Term shall be as set out below. (For purposes ofthis
Lease, the term "Lease Year" shall mean each consecutive 12-month period commencing on the
Rent Commencement Date.)
PERIOD
I MONTHLY RENT I ANNUAL RENT I
1~'220ol!lJ.l
I Lease Year 1
I !I;~6ll1iQ.. OQ
Commencing on the Rent Commencement Date, Tenant shall pay its rent monthly
in advance on or before the first day of each month without offset or demand, except as
otherwise provided herein. All rent provided for in this Lease shall be pro rata for any partial
month at the beginning or end of the Initial Term or any Extension Term, as the case may be.
Tenant's pro rata rent obligation shall be in the ratio of the number of days in the partial month
for which Tenant has a rent obligation divided by the number of days in the month and
multiplied by the applicable monthly rent as set out above.
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B. Tenant accepts the premises in its "AS IS" condition. Landlord shall have
no obligation to perform any work on the premises prior to acceptance of the premises by
Tenant.
C. Tenant has accepted possession of the Demised Premises as of January 1,
2006 (the "Acceptance Date") and the execution of this lease shall serve as written notice
("Tenant Acceptance Notice"), from Tenant fixing the Acceptance Date as January 1,2006. The
rent provided in this Lease shall commence on the Acceptance Date, as established in the Tenant
Acceptance Notice (the "Rent Commencement Date").
D. Tenant shall deposit with Landlord upon execution of this Lease as
security deposit which shall be held by Landlord, without liability to Tenant for any interest
thereon, as security for the full and faithful performance by Tenant of each and every term,
covenant and condition of this Lease of Tenant. If any of the rents or other charges or sums
payable by Tenant to Landlord shall be overdue and unpaid or should Landlord make payments
on behalf of Tenant, or should Tenant fail to perform any of the terms of this Lease, then
Landlord may, at its option, appropriate and apply the security deposit, or so much thereof as
may be necessary to compensate Landlord toward the payment of the rents, charges or other
sums due from Tenant, or towards any loss, damage or expense sustained by Landlord resulting
from such default on the part of Tenant; and in such event Tenant shall upon demand restore the
security deposit to the original sum deposited. In the event Tenant performs its obligations under
this Lease, the security deposit shall be returned in full to Tenant within thirty (30) days after the
date of expiration or sooner termination of the term of this Lease and the surrender of the
Premises by Tenant in compliance with the provisions ofthis Lease.
4. EXCLUSIVE USE COVENANT. Deleted.
5. DEMISED PREMISES REPAIRS AND MAINTENANCE.
A. Landlord represents and warrants that during the Term, Landlord shall
maintain the roof of the Demised Premises in a weather-tight condition. All repairs, restorations,
or payments which are obligations of Landlord, shall be completed or made within a reasonable
time. Any repairs or other work done by Landlord shall be performed so as to cause the least
interference possible with Tenant's operation.
B. Tenant assumes liability for all other repairs to the demised premises
(including all paved areas), including damage to plate glass windows and doors except when
caused by latent defects, or Landlord, its agents, employees, or contractors. Tenant shall
maintain the interior of the Demised Premises during the Term of this Lease. Tenant shall
perform at its cost and expense, cleaning, snow removal, and mowing on the exterior of the
Demised Premises in a commercially reasonable manner. Landlord has the right, but not
responsibility, to enter the Demised Premises periodically, at any reasonable time during
Tenant's normal business hours, and upon reasonable advance notice to Tenant, to inspect the
condition of the Demised Premises.
6. FIXTURES AND EQUIPMENT. Tenant accepts the heating, lighting,
plumbing, and air conditioning equipment in the Building in its "as is" condition and Tenant
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shall be responsible for the entire cost of maintenance, all repairs and replacement of such
fixtures and equipment. Tenant, with the prior written consent of Landlord, shall have the right
to install trade fixture and trade equipment and to remove any trade fixture or item of trade
equipment installed by it in the Demised Premises. At the termination ofthe lease, Tenant shall,
at Landlord's request, removal all trade fixtures and return the premises in the same condition as
at the beginning of the lease, normal wear and tear excepted.
7. LANDLORD'S INSURANCE.
A. Tenant agrees to carry and maintain, at its sole cost and expense (subject
to subsection C below), commercial general liability insurance, including contractual liability,
personal and bodily injury, and property damage insurance, on the Demised Premises, with a
combined single limit in an amount sufficient to protect Landlord and Tenant, but in no event
will such insurance be in an amount less than a combined single limit of $2,000,000 per
occurrence and an aggregate limit of $5,000,000. Tenant shall provide Landlord with a
certificate of insurance evidencing such coverage prior to the Rent Commencement Date and as a
condition of Tenant's right to possess the premises. Such insurance shall contain a clause stating
that there shall be no reduction, cancellation, or non-renewal of coverage without giving
Landlord thirty (30) days prior written notice. Such insurance shall also be endorsed to provide
that the insurance shall be primary to and not contributory to any similar insurance carried by
Tenant, and shall contain a severability of interest clause. All Landlord insurers shall have an
A.M. Best rating of at least A- VIII.
B. Tenant shall also provide, at its sole cost and expense (subject to
subsection C below), property insurance insuring the Building and other improvements to the
Demised Premises for perils covered by the causes of loss - special form addition, flood,
earthquake and boiler and machinery (if applicable). Such insurance shall replacement cost basis
with an agreed value equal to the full insurable replacement value. All such policies shall name
Landlord and Tenant as additional insureds and loss payees, as their interests may appear.
Tenant shall provide Landlord with a certificate of insurance evidencing such to the Rent
Commencement Date and as a condition precedent to Tenant's obligation to payments.
C. Should Landlord elect to obtain the insurance coverages described in
subsection A and B above, Tenant agrees to reimburse Landlord the premiums it actually pays
for the insurance described in subsection A and B above within thirty (30) days after written
request therefore, accompanied by proof of payment in full thereof, has been delivered to Tenant.
Anything contained in this Lease to the contrary notwithstanding, Tenant shall have the right, but
not the obligation, at any time during the Term to procure in its own name and at its sole cost and
expense the insurance described in subsections A and B above. In such event, Landlord shall be
named as an additional insureds/loss payees, as their interests shall appear. Tenant shall provide
Landlord with a certificate of insurance evidencing such coverage and such insurance shall
contain a clause stating that there shall be no reduction, cancellation, or non-renewal of coverage
without giving Landlord thirty (30) days prior written notice.
8. TENANT'S INSURANCE. Tenant, at Tenant's sole cost and expense, may, but
shall not be obligated to, carry insurance insuring its trade fixtures, equipment, inventory and
such other items as Tenant, from time to time, deems necessary or appropriate.
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9. INDEMNIFICATION.
A. Subject to Section 25 of this Lease, Tenant shall defend, indemnify and
save harmless Landlord and its board members, officers, employees and agents from all claims,
costs, damages, judgments, expenses, fines, liabilities and losses (including reasonable attorneys'
fees, paralegal fees, expert witness fees, consultant fees, and other costs of defense) arising from
or as a result of (i) any accident, injury, including death, loss or damage of any kind whatsoever
caused to any person or to the property of any person as shall occur on the Demised Premises
during the Term caused by negligence or misconduct of Tenant, its agents, employees or
contractors, or (ii) Tenant's failure to perform its obligations under this Lease. The obligations
of this Section 9A shall survive expiration or earlier termination of this Lease.
10. ENTRANCES. Tenant shall have nonexclusive use and access to all entrances,
passageways, and delivery lanes to the Demised Premises and easements adjacent thereto.
Landlord shall not permit or allow any changes to easements, the entrances, passageways, curb
cuts and delivery lanes on or benefiting the Demised Premises without the prior written consent
of Tenant.
11. UTILITIES. Tenant shall have the right to select its utility service providers, and
shall pay for all utilities used by it in the Demised Premises during the Term of this Lease.
12. TAXES. Tenant shall reimburse Landlord for the real property taxes (the
"Taxes"), if any, assessed against the Demised Premises during the Term on an annual basis.
Landlord agrees to pay all Taxes levied against the Demised Premises before the same become
delinquent and to take advantage of any and all available discounts, abatement, or credits for
early payment of same. Tenant shall not be obligated to pay any portion of any penalty or
interest for delinquent payment by Landlord of such taxes nor any portion of any tax, penalty, or
interest attributable to Landlord's failure to take advantage of any and all available discounts,
abatement, or credits for early payment. Tenant's liability for Taxes for a partial Lease Year
shall be apportioned on a per diem basis for such partial Lease Year. Tenant agrees to reimburse
Landlord for such Taxes within thirty (30) days after a written request for reimbursement,
accompanied by proof of payment in full of such ad valorem taxes, has been delivered to Tenant
by Landlord. Tenant shall be responsible for any taxes assessed against its personal property and
trade fixtures.
13. PERMITTED CONTESTS. Deleted.
14. ASSIGNMENT AND SUBLETTING. Tenant may sublet or assign the
Demised Premises only with the prior written consent of Landlord. Following any subletting or
assignment the Tenant shall not be relieved from any of the terms and conditions of this Lease,
and shall remain primarily liable. After such subletting or assignment, the word Tenant as used
herein shall mean any such subtenant or assignee.
15. SIGNS. By executing this Lease, Landlord hereby approves Tenant's existing
signage. Tenant shall have the right, during the Term, with the prior written consent of
Landlord, to install such other signs, in a size and location to be determined by Tenant, so long
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as such additional signs are in accordance with applicable law. Tenant shall be responsible to
obtain, at solely its cost and expense, any permit required for the installation of Tenant's signs.
16. CONDITION OF PREMISES: COMPLIANCE WITH LAWS.
Tenant shall comply in all material respects with all Laws, as such term is defined below,
related to Tenant's particular use or repair of the Demised. The term "Laws" shall mean all laws,
statutes, governmental ordinances, rules and regulations and orders with respect to the use and
occupancy of the Demised Premises of any municipal, county, state, federal, or other
government agency or authority have jurisdiction over the parties to this Lease or the Demised
Premises, or both, in effect either at the Effective Date of this Lease or any time during the Term.
17. SATELLITE COMMUNICATIONS SYSTEM. Landlord agrees that during
the term of this Lease, Tenant shall have the right to maintain on the Demised Premises any
satellite communications antenna and related equipment (the "Equipment") which was installed
and existing as of the Rent Commencement Date.
18. DAMAGE TO DEMISED PREMISES. If all or any portion of the Demised
Premises shall be condemned by lawful authority as unsafe or unfit for use, or if they become
partially or wholly destroyed or damaged by fire or other casualty such as to render them
untenantable, Tenant shall promptly notify Landlord and the lease shall terminate as of such date.
19. ALTERATIONS. Tenant agrees not to make any structural alterations or
additions to the Demised Premises without first obtaining the Landlord's written consent, which
consent shall not be unreasonably withheld. Tenant may however, make non-structural
alterations to the Demised Premises, which shall include the right to install Tenant's shelving
and displays. At the termination of the lease, Tenant shall, at Landlord's request, return the
premises in the same condition as at the beginning of the lease, normal wear and tear excepted.
20. MECHANICS LIENS. Tenant shall not allow, and Landlord shall not be
responsible for, any mechanics liens filed against the Demised Premises arising from work
performed, or materials supplied to the Demised Premises by Tenant or Tenant's agents,
employees, contractors, subcontractors or materialmen.
21. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT. Tenant
has inspected and determined that the Building and all other improvements to the Demised
Premises conform to the applicable provisions of the Americans with Disabilities Act of 1990
("ADA") (Pub. L 101-36), and the ADA Accessibility Guidelines for Buildings and facilities as
issued and amended by the u.s. Architectural and Transportation Barriers Compliance Board (56
F.R. 35455 et. seq.). The cost of any changes to the demised premises required by the ADA,
now or in the future, shall be paid by Tenant.
22. CONDEMNATION. In the event the Demised Premises are taken in
Condemnation Proceedings, Tenant may cancel the Lease without further liability to Landlord.
In the event any part of the Demised Premises, including all or part of rights-of-way adjoining
the Demised Premises, or approaches to the Demised Premises, are taken in Condemnation
Proceedings so that in the reasonable business judgment of Tenant the Demised Premises
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remaining would be unsatisfactory for Tenant's business operation, Tenant may cancel this.
Lease or, at its option, retain that portion ofthe Demised Premises not taken. In the event Tenant
retains the Demised Premises, Landlord will promptly and with due diligence restore the
remaining premises to proper tenantable condition. Until the Demised Premises are restored to
proper tenantable condition rent shall abate. Thereafter, rent shall be reduced in proportion to
the amount of land and building area lost, or, if Tenant shall elect, in proportion to the effect of
the loss of such area on Tenant's business. In the event that the laws governing the
Condemnation Proceedings provide separate compensationlbenefits for lessees, Tenant shall be
entitled to such compensation and/or benefits provided that it does not diminish any award or
right to which Landlord is entitled. For purposes of this Lease, the term "Condemnation
Proceedings" shall mean a governmental taking of all or any part of the Demised Premises, and
shall include conveyances and grants made in anticipation of or in lieu of Condemnation
Proceedings.
23. TENANT'S DEFAULT. If Tenant defaults in the performance of any obligation
under this Lease, Landlord shall give notice to Tenant specifying the nature ofthe default.
A. If Tenant does not, within thirty (30) days after receipt of the notice, cure
the default, or, if the default is of a nature that it cannot reasonably be cured within a period of
thirty (30) days, and Tenant does not commence the cure within the thirty (30) day period and
proceed thereafter with reasonable diligence and in good faith to cure the default, then after the
expiration ofthe thirty (30) day period Landlord shall have the right to pursue its legal remedies.
B. If Tenant does not, within fifteen (15) days after receipt of the notice, cure
a default in the payment of rent or other charges properly due to Landlord, then after the
expiration of the fifteen (15) day period Landlord shall give a second notice to Tenant, and if
Tenant does not, within five (5) days after receipt of the second notice, cure the default, then
after the expiration of the second five (5) day period Landlord shall have the right to pursue its
legal remedies.
24. LANDLORD'S DEFAULT. If Landlord shall be in default hereunder, Tenant,
after thirty (30) days notice that Tenant intends to cure the default (or without notice if in
Tenant's reasonable judgment an emergency shall exist), Tenant shall have the right, but not the
obligation, to cure the default, and Landlord shall pay to Tenant upon demand the cost thereof
within ten (10) days. If Landlord does not make such payments to Tenant within ten (10) days,
Tenant may offset the amount due from Landlord against any payments for rent or other
payments due Landlord, if any, and pursue its legal remedies. Except when in Tenant's
reasonable judgment an emergency shall exist, Tenant shall not commence to cure any default of
a nature that could not reasonably be cured within a period of thirty (30) days, provided Landlord
shall have commenced to cure the default within the cure period and so long as Landlord
proceeds with reasonable diligence and in good faith to cure the default.
25. MUTUAL WAIVER OF SUBROGATION RIGHTS. Landlord and Tenant
and all parties claiming under them mutually waive, release and discharge each other from all
rights of recovery, causes of action, claims and liabilities arising from or caused by any cause,
casualty or hazard covered or required hereunder to be covered in whole or in part by insurance
on the Demised Premises or in connection with property on or activities conducted on the
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Demised Premises, and waive any right of subrogation which might otherwise exist in or accrue
to any person on account thereof. The foregoing waiver shall apply regardless of the cause or
origin of the claim, including but not limited to, the negligence of a party or that party's agents,
officers, employees or contractors. Each party to the extent possible shall obtain, for each policy
of insurance, provisions permitting waiver of any claim against the other party for loss or
damage within the scope of the insurance and each party to the extent permitted, for itself and its
insurer, waives all such insured claims against the other party.
26. OUIET POSSESSION. Landlord covenants that it will put Tenant into complete
and exclusive possession of the Demised Premises, and that if Tenant shall pay the rental and
perform all the covenants and provisions of this Lease to be performed by Tenant, the Tenant
shall, during the Term, freely, peaceably and quietly occupy and enjoy the full possession of the
Demised Premises, and the tenements and appurtenances thereto belonging, and the rights and
privileges granted without hindrance.
27. RENT PAYMENT. Tenant shall make rent checks payable to Augusta Fire
Department and mail them to the following address:
Attention: Chief Mike Rogers
Augusta Fire Department
925 Laney Walker Blvd
Augusta, Georgia 30901
28. TENANT'S BUSINESS OPERATION. Landlord and Tenant agree that
nothing in this Lease shall be construed to imply that Tenant is required to conduct its business
in any particular manner or for any specified number of hours per day or week, or to limit the
number of hours per day or week that Tenant may operate in the Demised Premises, or as
creating an implied or expressed obligation upon Tenant to continuously occupy or operate a
business in the Demised Premises.
29. RIGHT OF FIRST REFUSAL. Deleted.
30. SURRENDER OF DEMISED PREMISES. Upon the expiration of this Lease
and all renewal shall peaceably surrender the Demised Premises to Landlord in the same
condition in which they were received from Landlord at the commencement of this Lease,
except: (i) as altered as permitted or required by this Lease; (ii) for repairs, replacements and
maintenance required to be performed by Landlord; (iii) for items covered by Landlord's
insurance; and (iv) except for ordinary wear and tear. This Section 30 shall not apply to
cancellation or termination of this Lease pursuant to Section 18, DAMAGE TO DEMISED
PREMISES, or pursuant to Section 22, CONDEMNATION, pursuant to which Tenant shall have
no obligation or liability to Landlord. Tenant shall remove its properly from the Premises within
a reasonable time after the Lease expiration (not to exceed thirty (30) days), without additional
rent obligation.
31. LANDLORD'S CONSENTS AND APPROVALS. Whenever it is stated in this
Lease that Landlord's consent or approval is required, Landlord agrees that such consent or
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approval will not be unreasonably withheld or delayed. If, in any instance, Landlord refuses to
grant its consent or approval, Landlord agrees to simultaneously give Tenant written notice of
_ the reason(s) for such refusal. If Landlord's consent or approval is not given or refused within
~en (10) days after Tenant's written request therefore, such consent or approval shall be deemed
automatically granted.
32. ATTORNEYS' FEES. If either party commences an action against the other
party arising out of or in connection with this Lease, the prevailing party shall be entitled to have
and recover from the losing party reasonable attorneys' fees and costs of suit, including, but not
limited to, fees and costs of appeal.
33. RECORDING. In the event either party desires to record the existence of this
Lease, the parties agree to execute a Memorandum of Lease setting forth the term, number of
renewal option periods and length, Tenant's right of first refusal, if any, the exclusive use
covenant in favor of Tenant, the description of the Demised Premises, and any other terms and
conditions of the Lease the parties wish to make of public record.
34. NO WAIVER. The failure of the Landlord or Tenant to insist upon the strict
performance of this Lease, or the failure of Landlord or Tenant to exercise any right, option or
remedy contained in this Lease shall not be construed as a waiver for the future of any such
provision, right, option, or remedy, or as a waiver of any subsequent breach. No provision of
this Lease shall be deemed to have been waived unless such waiver shall be in writing signed by
the party to be charged.
35. TRUE LEASE. This Lease is intended as, and shall constitute, an agreement of
lease, and nothing herein shall be construed as conveying to the Tenant any right, title or interest
in or to the Demised Premises nor to any remainder or reversionary estates in the Demised
Premises held by any person, except, in each instance, as a Tenant. Under no circumstances
shall this Lease be regarded as an assignment of all of Landlord's interests in.and to the Demised
Premises. Instead Landlord and Tenant shall have the relationship between them of Landlord
and Tenant, pursuant to the provisions of this Lease.
36. HOLD OVER. Any holding over by Tenant beyond the original term of this
Lease or any renewal period thereof shall be on the same terms and conditions as contained
herein, and shall be a periodic tenancy terminable by either party upon thirty (30) days prior
written notice to the other party.
37. NOTICES. All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing personally, by certified mail, by a nationally
recognized overnight carrier with signed proof of delivery, or via facsimile with proof of
transmission to:
To Landlord at:
Augusta, Georgia
Attn: Chief Mike Rogers
925 Laney Walker Blvd
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Augusta, Georgia 30901
With Copy to:
Administrator
Room 801
530 Greene Street
Augusta, Georgia 30901
To Tenant at:
TitleMax
24 Drayton Street, Suite 610
Savannah, GA 31401
912-525-2679 (fax)
Attn: Leasing Manager
or such other place or places as either of them may designate in writing to the other from time to
time in accordance with the provisions of this Section 37. Date of service of a notice served by
mail shall be the date on which such notice is received by the addressee. Date of service by any
other method shall be the date of receipt.
38. ESTOPPEL CERTIFICATES. Upon the reasonable request of either party,
Landlord and Tenant agree to execute and deliver to the other within ten (10) business days after
receipt of the request, a written instrument, (a) certifying that this Lease has not been modified
and is in full force and effect or, if there has been a modification of this Lease, that this Lease is
in full force and effect as modified, stating such modifications; (b) stating that the fixed monthly
rent has not been paid more than thirty (30) days in advance, or if so, the date to which it has
been paid; (c) stating whether or not, to the knowledge of the party executing the instrument, the
other party hereto is in default and, if the party is in default, stating the nature of the default; and
(d) stating the date of this Lease.
39. SUBORDINATION. NON-DISTURBANCE AND ATTORNMENT. Tenant
agrees that this Lease shall, at Landlord's request, be subject and subordinate to any first
mortgage or deed of trust hereafter placed upon the Demised Premises upon the condition that
the mortgagee or holder of a deed of trust enter into a Subordination, Non-Disturbance and
Attornment Agreement in a form mutually acceptable to Landlord, Tenant and the mortgagee or
holder.
40. TENANT PROPERTY. All Tenant's personal property, furniture, furnishings,
signs, equipment, machinery, trade fixtures and trade uses located at the Demised Premises shall
remain the property of Tenant and may be removed from the Demised Premises at any time.
Landlord shall have no lien or other interest whatsoever in any such items and within ten (10)
days following Tenant's request, Landlord shall execute documents in reasonable form to
evidence Landlord's waive of any right, title, lien, or interest in or to same.
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41. INVALIDITY OF CERTAIN PROVISIONS. If any provisions of this Lease
shall be invalid or unenforceable, the remainder of the provisions of this Lease shall not be
affected and every other provision of this Lease shall be enforceable to the fullest extent
permitted by law.
42. FORCE MAJEURE. If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by: (a) any
strike, lockout, or labor dispute not caused by the negligence non-performing party or breach of a
labor contract by the non-performing party; (b) the inability to obtain labor or materials not
resulting in any way from the negligence or any act or omission of the non-performing party; (c)
and Act of God; (d) governmental restrictions; regulations or controls not existing as of the date
of this Lease; (e), enemy or hostile governmental action; (f) civil commotion, insurrection,
sabotage, fire or other casualty not resulting from the non-performing party's negligence or other
actions; or, (g) any other condition beyond the reasonable control of the responsible party, then
the time to perform the obligation or satisfy the condition shall be extended for a period of time
equal in length to the length of the event.
43. GOVERNING LAW. This Lease shall be construed in accordance with the laws
of the State of Georgia, without giving regard to its conflict of laws.
44. SUBMISSION TO VENUE AND JURISDICTION. Any legal action or
proceeding with respect to this Lease shall be brought in the Superior Court of Richmond
County, Georgia. By execution and delivery each party hereto accepts for itself and in respect of
its property, generally and the jurisdiction of the above-reference courts.
45. CAPTIONS. All captions and headings are for convenience of reference only
and in no way shall be used to construe or modify the provisions set forth in this Lease.
46. ENTIRE AGREEMENT. This instrument its attachments, any duly executed
amendments, the documents incorporated into the Lease by reference, and any written
agreements which are duly executed pursuant to the terms and provisions of this Lease, if any,
contain the entire agreement between the parties and there are no covenants, express or implied
except as contained herein. No statement, promise or inducement made by either party or agent
of either party that is not contained in this written agreement shall be valid or binding. No
waiver of any condition or covenant of this Lease by either party shall be deemed to imply or
constitute a further waiver of the same or any other condition or covenant of the Lease.
47. BINDING EFFECT. This Lease, as of the Effective Date, shall bind and inure
to the benefit of the parties hereto, their heirs, successors, executors, administrators, and assigns.
A. CONTINGENCIES. Deleted.
IN WITNESS WHEREOF, the parties have executed this Lease In multiple
counterparts, each of original document, as of the day and year first above written.
LANDLORD:
AT:293768vl
10
Exhibit "D"
LANDLORD WAIVER AND CONSENT )
("Landlord"), is the Landlord under a lease
agreement (the "Lease") with ("TitleMax"). TitleMax is the "lessee" with
respect to the premises in the building located at 3117 Deans Bridge Road, Augusta, GA.
CAPITALSOURCE FINANCE LLC ("Lender"), as Agent, has agreed to make a loan to
TitleMax and its related companies. As part of the loan requirements, TitleMax must get Landlord's
agreement to certain terms.
The obligations of TitleMax to Lender under its fmancing arrangement are secured by a
security interest in and lien on all property of TitleMax and its related companies, including all personal
property located at the Premises (the "Collateral").
At the request of Title Max, Landlord agrees as follows:
1. Landlord agrees the lien or claim of Lender on the Collateral will have priority
over any lien or claim that Landlord may have on the same Collateral.
2. Landlord will not prevent Lender from enforcing its rights against the Collateral.
3. Lender may repossess the Collateral and remove it from the Premises (free of any lien of
Landlord), following notice to Landlord, provided Lender does not damage the Premises, or repairs any
damage it causes.
4. Lender may, ifTitleMax defaults to Lender, occupy the Premises for up to 60 days while
it liquidates its Collateral, provided Lender pays Landlord the same rent TitleMax was paying under the
Lease, pro rated on a daily basis.
5. Ifnecessary, Landlord will provide Lender access to the Premises promptly upon the
request of Lender.
Lender will not be liable to Landlord for amounts unpaid by TitleMax, but only for the
amounts Lender agrees to pay under this Agreement.
AGREED this5- day Of~ 2006.
LANDLORD:
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