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HomeMy WebLinkAboutSWA000079_Executed Lease_20201223LFAS1; AGRL-IEN4F;N"( BETWEEN 914 PROPERTIES. LLC AS LANDLORD AND UNITED RENTALS REALTY, LLC, AS TENANT A Portion of 914 Webb Road Salisbury, North Carolina 29146 LEASE I'Iti.� Jc.r.;c, cl,ttrd as ()I 4-1z7tch .3. 20201th; "Lease"). is 1.3y :trld hct'.ti-een 91.1 Pix�l'f:12"171;ti LLC, a `t{;rtlti rolilm lintiwd liahilitti Compait�•. 11"Wia� an .adJr��s ctii' I I h tt i� . Ituad. S 'lisl�ury, ilJorlii C'artilina 2,11 14 (-Landlord-), and itV'ITrD RF.NTAI,,S RFA` LTY, LI.C. a D-,kju•arc limited liAility cainpan), havinl-v an address at 100 HrA Statnfifl-d 1'111M Suite 700, Stamford. Ct�rnrcCficut ()6902 ("Tenant"). `f1::RMS For good and valuable consideration received by each party from the other, the parties covenant and agree as fb11011vs: 1. PREMISES (a) l.anci ord's Autltority. Landlord as the owner of the Premises (as herein defined) hereby leases to Tenant that certain land nICULIring approximately 5.3 acres (tile "Land"), together with P building thereon measuring approximately 8,000 square feet, and all other buildings, improvements, facilities and fixtures and equipment located thereon (collectively, the i°Building") and any easements, rinitti of access and other property rights (collectively, the" 1asements") necessary t❑ allow Tenant unobstructed use and occupancy of the foregoing (the Land, the Building and the Easemeltts are collectively referred to at this Lease its the "'Premises' The Premises are commonly known as a portion of 914 Webb Road, Salisbury, North Carolina. aka a portion of tax parcel identification number 09017, and arc more particularly depicted on E i it A attached hereto. The parties explicitly acknowledge and agree that the Premises is subject to that certain Agreement far• Temporary Easement or Might of Way dated June 23, 20 J 4, by and between L. William Troxter, Jr. and. wife, Paula S. Troxler, as Mors, and Stephen A Snipes and wife, Meda W. Snipes, as grantees (the "Easement"), and Landlord stall receive and be entitled to all pa�rmertts received front such agreement. Landlord agrees that it shtrll nttt increase the use of flit �serttcitt by the existing Grantee or future Gtlantees without consent from Tenant, (b) Lease of_ _Premises, Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord. Tile Premises are leased to Tenant together with all singular appurtenances, rights and privileges in or otherwise pertaining thereto. Tenant shall have access to the Premises 24 hours per day, seven (7) days per heel; and 52 weeks per year without the requirement of providing prior notice to Landlord or its agents, (c)hdfle Tenants, Landlord and Tenant acknowledge that a portion of the Premises are currently occupied by two certain third party tenants who have verbal agreements with Landlord (collectively, the "Cx Tenants"). Landlord shall causeist�ng the Existing Tenants to vacate the Premises on or befot�e the Commencement Date. If Landlord fails to deliver the Prernisea by said date, the notwithstanding anything to the contrary in the Lease, Tenant shalt receive a rent abatement equal to one day of Base Rent for each day after the Commencement ©ate that Landlord causes the Existing Tenants to vacate. Tenant will have the right to terntinate the lease should Existing Tenants not vacate the Premises on or before May 31, 2020, Upon termination, this Lease shall be null and void and of no Curther forge or etTect, and Landlord shall promptly return any monies pair! by Tenant to Landlord. raj ;niura Ici:�. W I hr tern, of t its l.r.ur (thc "Initi:l1 IcruJ" , Jail con mctkC on Vlacull ), '_t}'U I111c "COminencement Date"). On Ilse Con ►rnencemert Dane. I_atidlo.,-d Shall doliverposs:ssion ol'the PrcttIi,es to "I'c nn:it vacant and broom clean, and subject to Section, QC) above, fret of all tenants, occupants or third parties with claims thereto. 00 The Initial Term of this Lease shall be sixty (60) months, commencing on the Commencetnew Date and ending at 11:59 p.m. February 29, 2025. As used herein, the term "Lease Year" shall mean every period of 12 consecutive months during the "I'erni of this Lease, commencing on the Commencement Date_ Hereinafter. "Teem" shall tnean the Initial Term and any extension thereof. (h) Early Access, Notwithstanding anything to the contrary in this Lase. effective as execution of this Lease, Tenant shall have the right to access the Premises to install fixturm IT/date wiring and any Tenant improvements (as hereinafter defined). Said early access shall be free of Rent (as hereinafter defined). (c) Extension Terms. Tenant shall have the option to renew its lease for Wo (2) additional periods of five (5) years each (each, an "Extension Term"). Tenant shall provide Landlord with written notice of its desire to exercise each Extension Term at any time daring the Term but at least one hundred eighty (190) days prior to the expiration of the then -current Term. Each Extension Term shall be upon all of the terms and cond{tions of this Lease except that monthly Base Rent for each Extension Teen (if exercised) shall be as set forth in Section 3td) of this Lease. 3. RENT (a) Base Rent_ Commencing on the Commencement Date, and continuing through the Initial Tenn, Tenant shall pay to Landlord monthly rent (`Base Rent") as follows: !Period Monthiv Rase Rent 03/0i 2020 - 0551 /2020: 06/01 /2020 - 02/28/2021 03/0112021 - 02/29/2022 03/01/2Q22 - 02/29/2023 03/01 /2023 - 02/29/2024 03101 x2024 - OW9/2025 Base Rent shall be without demand and without setoff or deductions of any kind except as Itereinatter specified, in equal monthly installments, in advance, on the first day of each calendar• month of the Lease Term, at Landlord's office first noted above, or at such other place as Landlord may designate by notice given in accordance with this Lease. 1b) r1dd:i mal Rcia Hasa Rent .Shall he iu ;IddiUt-1t1 .o .1II Titter .)a) iliclif, to he 111adr In I cr :ni lwi cUndci (":%ddiuon,1I IZcut" t. (:xccpl �s rthcn+'Ise prop idcd herein, Adt itiunal Rcm. if' any. shall be paid within .eta days Mier ?llhn'ission o f an invoice ;or saiie. together tvlt:l &tll)Oi11�1a�, itUCUI)1CntatioiI tl'eretbr, cxccpt as hezeinaltet spc6ficA. Rase Rail: nd Additional Rent shall he herein co!Jec_ively called °•Rent". Rent for partial months at the beginrlin_ and end of the Tcrnn shall be apportioned hosed on the number of days in such ptrlial months. CO Late RenL Base Rent payments are due on the first day of the month and shall be considered late if received after the seventh (7i1') day of the month. In the event that Tenant fails to make any Base Rent payment on or before the seventh (71h) day of the month. Tetiant shall pay a late charge in the amount of tivt: perezttt ONO of the Base Rent due. (d) Extension Term Rent. If any Ceteltsion Tenn is exercised in accordance with Section 21ct above. Base Rent per month payable from Tenant to Landlord shall be as follows: Extension Term Aeriod Period l 02101/2025 - 01/31/2030 2 02/01 /2031 - 01 /31 /2435 (e) Payment Address for Rent All payments due and owing by Tenant under this Lease shall be sent to Landlord at the following address, or to such other address as is specified by Landlord in writing: 914 Properties, LLC 118 Rebel Road, Salisbury, North Carolina 28144. Tenant shall pay to Landlord from the Commencement Date through the end of the Term, without notice or demand, in lawful money of the United Statxs of America by cheek or, if requested by Landlord, by electronic funds transfer ("EVr"); myidcd, hDiveyer Tenant shall not be required to pay Additional Rent by EFT and instead shall only pay Base Rent by EFT; and provided, further, that Tenant shall not be required to pay Landlord by EFT unless the EFT form attached hereto as Exhibit B lias been fully completed and returned to Tenant at least 60 days prior to the date the monthly installment of Base Rent to be paid by EFT is due and owing. Moreover, Tenant's obligation to pay Rent shall be deferred until such time as Tenant has received a completed and signed Form W-9 in the form attached hereto as Exhibit C (or such other fonn as may be required by the MS in lieu thereof). 4. TAXES AND ASSESSMENTS (a) Payment of Taxes by Tenant. Landlord shall pay all real estate taxes, transaction, privilege excise of. sales taxes, special improvement and other assessments (ordinary and extraordinary), and all other taxes, duties, ftrges, fees and payments imposed by any governmental or public authority which shall be imposed, assessed or levied upon, or arising in connection with the ownership, use, occupancy or possession of the Premises or any part thereof during the Term (all of which are here -in called '"Taxes"}. The term Taxes shall not include any municipal. state or federal taxes based on net income or any estate, inheritance or transfer taxes or any franchise taxes assessed against or imposed upon Landlord, except to the extent substituted for the then real estate taxes. Applicable tax identification number(s) are as follows; 409017. Tenant. within 30 days after receipt li-om La_idlo:-d of an uritlitral car duplical, ,xOpy Ol'thw atpproprNapL: tax bill, in>>aice krr ounce i�rs alI}lit f3l�lcl. Ei iti �r copy uf* I.landtOrd'; eane. l a) check. uvi,lcncin" haynu nt. rrtiaclit��l Hier cttr. Shull r-einiburse Landlord, as Addicional Rew, for Tenant's Sharr: (as defined herein) (rl I'axc.s. l'h; all vailarem ta: bill f):tax year3U1{) �%,us $7,801 h-, (the -201i)'I ax hill-), Tenant's S:Iare cf'l'_txe' shaII l-,c ten arnourit equal 111 O,tenty live (25"%) of (he 2019 Tax Bill I)Ius I W`Iu of ant increases in real es,.ate raxcs as5ocWtoci with the entire l,arc;el for parcel 40917 above the amount of the: 2019 Tax Dill. faxes for €hc tax, year in %vhieh tht� Term shall cominence of e\pirc shull be apportione:cl according to the number of days during which each Marty shall he in possession during stscli tees` Year. Anything in this Lease to the contrary notwithislanding. Tenant will not be obligated to pay any increase in'faxes caused by a change in olvner ship of the Premises after the date of this lease. During, the Term of the Lease, provided the nature of the Premises shall not be altered in any way, Landlord may, but shall not be required to, subdivide the Premises from the remainder of parcel 40917 in which case Tenant shall be solely responsible for all real property tares associated with the Premises, as subdivided. and Landtord shall be solely responsible for the remainder of parcel 40917. which portion shall be less the Premises. (b) Tax Protest. Tenant may contest any Taxes by appropriate proceedings conducted at Tenant's expense in Tenant's nartre or, if required by lave, in Landlord's name. Landlord shall cooperate with Tenant and execute arty documents or pleadings reasonably required for such purpose, but Landlord shall not be obligated to incur any expense or liability in connection with such contest. Tenant may defer payment of the contested Taxes pending the outcome of such contest, if such deferment does not subject Landlord`s interest in the Pvemiscs to forfeiture. Tenant shall deposit with Landlord, if Landlord so requests, an tttnount of money at least equal to the payment so deferred plus estimated penalties and interest, Upon notice to Tenant, Landlord may pay such contested Taxes from such deposit if necessary to protect Landlord's interest in the Premises from immediate sale or loss. When all contested Taxes have been paid or canceled, all moneys so deposited to secure the same and not applied to the payment thereof shall be repaid to Tenant without interest. In lien of any such deposit, at its election Tenant may furnish a bond in a farm, in an amount, and with a surety reasonably satisfactory to Landlord. All refunds of Taxes shall be the property of Tenant to the extent they are refunds of or on account of payments made by Tenant. 5, SERVICES AND UTILITIES Tenant shall make arrangements for delivery to the Premises of any gas, electrical power, water, sewer, telephone and other utility services and any cleatting and trash removal and maintenance services as Tenant deems necessary or desirable for its operations during the Term (collectively, "Services"). Tenant shall promptly pay all charges for Services contracted by Tenant to be delivered to or used upon the Premises during the Term and shall be responsible for providing such security deposits, bonds or assurances as may be necessary to procure such services. Landlord and Tenant shall each reasonably assist the other in transition of payments for, and control of, services and utilities at the commencement and termination of this Lease, Tenant acknowledges and agrees that the Premises is not connected to, and at this time cannot be connected to, and public water or sewer and further acl,7iowledges that Landlord shall have no responsibility to bring public water and/or sewer to the Premises. 6. MAINTENANCE AND REPAIR (a) Present Condition. Prior to the: Commencement bate. Tenant shalt prepare, at its sole Brost and expense; a property condition report, which shall also include any Americans With Disability Act deficiencies of the Premises (laroa•ided that uny such dcl-ici.ncies slMll -101 IW incluilcrl il'strcl=. Je['cttn ics Nvtaulcl by t'.�itaedJjed by (hu, Tenant Itnprovk•m!:ni.'), Which hrzrpertV cantlitirm report .hall be attached hercto as Eyhib:I D. kandlord represrnts. v;arr.artl, and twovcraanU, chat as ot'the Conimencenm nl Dal--, (i) I-Wildinc S-stellis (as hereiaaficr (f..liraed) will he iri 600cl naccllanic•al and t pL mjting cr�nditi�ut. larajti'i�lecl h���vever th.a Lancllctrd ;half not he required to repair, upgrade, ar rzplacc an; insufficiencies -Oh regard to the HVAC ducting or Lirtlutiv in the office area of'the Premises :and (ii) the roof will be in watertight condition. The mratitnuna amount Landlord oaay L-N MLluired to spend pursuant to the warranties and represuntatiotts ill tltie preceding sentence an(L•'or relating to any Americans With Disabilities Act deficiencies is Ten Thousand and Noi i 00 Dollars ($10,000.00), if any Ruch recommended repair or replacement shall exceed such amount Landlord may give Tenant notice that Landlord elects not to pay such amount and. within three (3) days of Tenant's receipt of such notice, Tenant may elect to terminate this Lease, in which case all obligations hereunder shall cease and be of no further effect. Furthermore, Landlord shall. provide a one (1) year warranty on all existing building systems and will be responsible for any repairs and/or replacement during this one year period, provided that Landlord is not responsible for upgrades, repairs or replacements to the Building Systems as a result ofTenant's Intended Use (as defined herein) orwhich are necessitated by the negligence, willful act or breach of Lease by Tenant or its representatives. (b) Tenant's Obli titans. Tenant at its expense shall take goad care of the Premises, the Building Systems (as hereillaffier defined) therein, the landscaping, the surface paakinglyard/driveway area, all drainage, and any obligation not explicitly required of Landlord pursuant to subsection (c). and shall keep the sarrae in the same order and condition as on the Commencement Date of the Lease, except for ordinary wear, tear and datuage by fire or other casualty, As used herein, "Building Systems" shall mean, to the extent they exist, all appliances, the mechanical, gas, utility, electrical, sanitary, HVAC, plumbing, septic, well, sprinkler, tabling and wiring, telecommunication, emergency generation, life --safety and other.service systems of the Building. (c) Landlord's Ufafig dons. Notwithstanding anything to the contrary in jRWS9dQL&j above. Landlord shall be responsible for (i) necessary repairs and replacement of'the Structural Parts (as hereafter defined) of the Building, except if $acne shall be ,necessitated by the negUgence, willful act or breach of Lease by Tenant or its representatives; (ii) any necessary repair or replacement of the [wilding Systems during the first Lease Year, and (M) any repairs or replacements resulting from the negligence, willful actor breach of Lease by Landlord or any of Landlord's representatives. Tenant shall promptly give notice to Landlord of the necessity for any repair or replacement ror which Landlord is responsible hereunder. Landlord shall also he responsible for any maintenance and repair of the basement as described in Section 1(a) of this Lease, provided that such responsibility shall be limited to re -supplying gravel an the portion of the Easement used by the grantee of the Easement and spreading such gravel in an even manner. As used herein, "Structural Ptirts" shall inean the roof, the roof membrane roof covering (including interior ceiling if" damaged by leakage), exterior walls (except for windows and/or any plate glass), load bearing walls and floor slabs and masonry walls, structural support beams, and the foundation of tine Building. (d) Standard of Repahs. The necessity for and adequacy of repairs to the Premises antler this Article shall be measured by the standard which is appropriate for buildings, parking areas and properties of similar construction and class, `401x, ithstanding aijvtljitng tO the contrary herei.t. I.r.ridl0rd orTenant may make ewer4cacy r%;pairs liyr ulticlr thccrthcr party is respoii,ible I,,ivuii icr withow "MUOO titti ether hart.: prinr notice. ImIt such Party making the eirrcrt;t;ncy repairs shall provide novice to the �}they as soar as liraUicahEe tfrereafier. l�"I enxtru 11"-1kea emergency repairs. it shall. if practicable, nMiN Landlord prior to making any such repairs and Landlord shall he obligated to reimhuise Tcrr�rnt within 60 days of written demand for the Bost of Stich emergency repairs. if Landlord makes emergency repairs, Tenant shall be obligated to reimburse Landlord within 60 days ofwritten demand tot. the cost of such emergency repairs. Any repairs or r4lacenlents that Landlord is required to make shall be made within a reasonable period of time aver receiving; notice or having actual knowledge of the need for such repair or replacement, When making repairs. Landlord shall take all necessary actions to protect Tenant's property and personnel from loss. damage and injury and to avoid disrupting Tenant's use nod occupancy of the Premises. 7. USE; COMPLIANCE WITH LAWS (a) Permitted Uses. Tenant may use and occupy the Premises for safes, rentals, storage (including indoor and outdoor storage). warehousing, maintenance, and repair of construction, pump, power, household, roadway and other machinery, tools and equipment, rental of portablee sanitation devices and the sale of contractor supplies mid merchandise of all kinds and for offices and other related uses in connection with Tenant's equipment rental business only (collectively the "intended Use"). (b) Comotiance.with Laws. Landlord represents and warrants Landlord has not received notice of (i) any violations (collectively, "Violations", and individually, a "Violation") of any applicable local, state or federal law, municipal ordinances or regulations, orders, rules or requirements of any federal, state or municipal department or agency having jurisdiction over or affecting the Premises, or the construction, management, o%vnership, maintenance, operation, use, improvernCaL acquisition or sale thereof, including;, without limitation, building, health and environmental laws, regulations and ordinances, and equal access opportunity laws, regulations and ordinance4 (collectively, "Legal Requirements") whether or notoftisially noted or issued; or (ii) any condition relating to the Premises which would constitute a Violation. (c) Oblieations of Tenant. 'tenant, at its cost and expense, shall promptly comply with the following, as same may be amended or superseded from tirne to time: (i) every statute, lativ (including the Americans with Disabilities Act and Environmental Laws), ordinance, code, regulation, order, permit; approval, license, judgment, restriction or rule ofany Governmental Authority or any other public or quasi -public lardy, agency, court, department, bureau, or authority having jurisdiction over the Premises (collectively. the "Legal Requirements"), beq=ing; applicable to the Premises after the Commencement date and which shall be applicable to the particular use of the Premises by Tenant (as opposed to the ordinary use thereof by any tenant); and (ii) every applicable regulation or order of any Hoard of Fire Underwriters. Fire Insurance hating Organization, or other body having similar functions, or of any liability or fire insurance company insuring the Premises or arty part thereof (collectively, `°insurance Requirements"). becoming applicable to the Premises after the Commencement mate. (d) fLmIc ord'y llhli,�aiion�,. Landlord, at r=,s cast ant evens,-, S'nall hrorrptly Comply with all I.Lv al RCquircntcnt:.N Fund lnsur.an e a,11,1ic:thl-, to the T1r"CrriSeS. exe,pr t.+r Which k Tennant'-, otili,m6oir undc;r sub/ , coon (C) al,uve. 8, ALTERATIONS-, TI_-NANT IMP RCJVF-.Mf---, TfS (a) Alterations. Tenant may snake structural alterations, improvements and additions (collectively. "Alterations") to the Premises with Landlord's prior written consent or approval, which consent or approval shall not be unreasonably withheld, conditioned or delayed. All Alterations made by Tenant shall be made at Tenant's sole cost and expense (except when the funding of such Alterations is negotiated vvith Landlord), including all costs and expenses incurred in obtaining any required governmental consents, permits or approvals. Tenant may perform all Alterations with contractors and subcontractors of Tenant's own choosing, provided however that any contractor or subcontractor engaged by Tenant sltal I be licensed and bonded in reasonable amounts. Landlord/ wilt cooperate with Tenant's efforts to obtain any governmental permits or approvals or consents required therefor. Landlord shall not be entitled to impose upon Tenant any charges or fees of any bind in connection with any Alterations. Anything, in this Section to the contrary notwithstanding. Tenant may, without obtaining Landlord's prior consent or approval, make non-structural alterations, improvements and additions that (a) do not materially affect the $uiiding Systems or die Buildings structure or exterior; (b) do not change the exterior appearance in any way-, and (c) cost less than $25.000 for any one given project. Tenant shall have no obligation to remove any of the Alterations at the expiration or sooner termination of the Lease; pMyiLded, however, Tenant, at its option, may remove any such Alterations at its cost and expense and shall repair any damage caused by such removal. (b) Tenant imnrov_ements. Anything in this Lease to the contrary notwithstanding, Tenant shall have the right, but not the obligation, without Landlord's consent, to make some or all of those alterations and improvements to the Premises more particularly described on Exhibit F (collectively, "Tenant improvements"), Provided that tenant does not materially alter the character of the Tenant Ilrmprovunents, Tenant may alter the Tenant Improvements as is necessary or desirable to Tenant in connection with Tenant's business operations. Notwithstanding the first two sentences of this Section $(b), Tenant is required/ to expend a minimum of $1,000,000 on Tenant improvements, such amount shall be calculated at reasonable and customary expenses for such improvements. Other than the Fuel Island, which Teiiant is required to and shall remove prior to the expiration or sooner termination of the Lease (removal of the l" tICI Island shall include removal of any tanks, pumps, and equipment, tine concrete pact and any structural supports relating thereto, the bollards, properly disabling any electrical relating thereto, and returning the land on which the Fuel island was built similar to the remaining parking facility), Tenant shall have no obligation to remove any of the Tenant Improvements at the expiration or sooner termination of the Lease, r vi no ve: r Tenant, at its option, may remove such Tenant improvements at its cost and expense and shall repair any damage caused by such removal. In addition to the Tenant improvements, Tenant shall have the right to locatc and utilize an office trailer at the Premises during the Term. Tenant shall comply with Section 1 z(a) with regard to all Alterations and/or improvements. Any and all Alterations or Tenant improvements shall become the property of Landlord upon the termination of this Lease (except for personal property, trade fixtures, and Furniture owned by Tenant). Notwithstanding anything to the contrary in this Lease, Tenant shall not install, use, or store any underground storage tanks or fuet cells other than as approved as a Tenant improvement. fa,)[Ill'I�tl_.iUl- (ey) 4iUna V . Tenant. upnn Landlord's r"son',JAC Ul..)proval. at it.5 Q%pQ1lsc: and subjrct to its obtninini,, any required governmental permits and approvals may place, mainmin, repair find replace signa�;e (including the: installation of bill1wards) oil the Premises, which may include ary� such trade nhme(s) or corporate affiliations as Tenant chooses. Landlord shall cooperate with Tenant's efforts to obtsin any p.rmit, approval or consent necessary or desirable in connection with the installation of any. sign. With regard to any installation of billboards. Tenant may only use such billboards for the advertising of its ativn brand and/or services and shall not allow any other party to advertise on such billboard(s), (b) Rooftop EnuipAn ent. Tenant shall have the exclusive right to install one satellite dish, antennae or other similar transmitting andior receiving devices and related equipment on the roof of the Premises, for the exclusive use ofTenant, its affiliates and any subtenants of Tenant, provided that Tenant complies with all applicable legal requirements relating thereto. All expenses incurred in connection with such installations shall be Tenant's sole responsibility, and, at Landlord's request at least 90 days prior to the termination of this Lease, or at Tenant's option, Tenant shall remove such equipment prior to the Lease termination and shall repair all damage caused by such removal. 10. TENANT'S PROPERTY For purposes of this Lease, the term "Tenant's Property" shall mesh all office furniture and equipment, movable partitions, communications equipment, inventory, Lifts, cranes, fide fixtures, fuel and oil tanks and other articles of movable personal property owned or leased by Tenant and located in the Premises. All Tenant's Property shall be and remain the property of Tenant throughout the Term of this Lease and may be removed by Tenant at any time during the Term, Prior to the expiration of this ,Lease or within 34 days after the termination hereof, Tenant shall remove all Tenant's Property from the Premises without leaving, any noticeable damage to the Premises, If Tenant leaves noticeable datuage as a result of Tenant's removal of Tenant's Property, Landlord shall dive Tenant 15 days written notice to remove or repair such damage. after which time, Landlord may repair such damage and Tenant shall reimburse Landlord far all costs and expenses reasonably incurred by Landlord in repairing such damage, LANDLORD'S PROTECTIVE COVENANT (a) touring the Term, neither Landlord nor any Person (as hereinafter defined) directly associated with Landlord shall, without Tenant's prior written consent, directly or indirectly engage in, or acquire any financial or beneficial interest in, grant a tease to any entity or person to operate an Equipment Rental Business (as hereinafter defined) anywhere within 10 miles of the Premises, or sell the Premise, to any entity or person to operate an Equipment Rental Business therefrom, (b) In the event Landlord or any Person (as hereinafter defined) directly associated with Landlord breaches this covenant during the Term, 'Tenant shall, at its option, have the right to either (i) terminate this Lease, without charge, by providi fig Landlord at least 90 days' prior writwo notice; or (ii) to abate Dent from the date Tenant first notifies Landlord of Landlord's breach ofthis covenant through the date such breach has been cured to Tenant's reasonable satisfaction. If Tenant exercises its termination right in accordance with this subsection, this I ease and the Term shall come to an end on the date specified by Tenant in Tenant's notice with the same force and effect as if the Term were, by the terms hereof, fixed W expire on Stiehl dat.. OACI it rcctioslcd by citlwr party, .he p;WLies shall crater iwo a �kn t elation ttlttl I�lc:t5, a�:reeltre it in a forme retascsn.i1Ml <teGt ptalrlw to bath parties confirming Ilrc cncl o`the l erlll. (C) AN resec ill tills S xtion, Lhc to -Ill "L:quipnll'nt Itent.11 tiusilte4s" slrall rne.a;i ❑ b;tsinca�s which di:rivus alone than 1 111r„ ill' its rev nu-.- lJor that 10caLion from Ow sales and rentals of con�,IrllcLioll. 1-.urnll. powe~. household and tether nlachitter, lonis and equipment: and "Person" shall natian all_. individurtl, partnersli:p, limited liability conIpmly, tl list. corporation, lime or other person or entity. 12. T.i[:NS ANT) MORTGAGFS (a) Lim. Neither Landlord nor Tenant shall permit to be created nor to remain undischarged any lien. encumbrance or charge arising out of any work claim of any contractor, mechanic or laborer or material supplied by a rnaterialman to Landlord or Tenant which might be, or become, a lien or encumbrance or charge upon the Pretniscs. if arty lied or notice o r lien on account of an alleged debt of Landlord or Tenant or any notice of contract by a party engaged by Landlord or Tenant or Landlord's or Tenant's contractor to work in the Premises shall be filed against the Premises, the responsible pally shall, within 30 days after notice of the filing thereof, Cause the salve to be discharged of record by payment, deposit or bond. Landlord hereby waives any contractual, statutory or other Landlord's lien on Tenant's trade equipment and inventor} but Landlord does not waive such lien for Tenant's furniture, Fixtures, supplies, and Tenants Property (excluding Tenant's trade equipment and inventory). (b) Non -Disturbance, Tenant agrees upon request of Landlord to subordinate Ellis Lease and Tenant's rights hereunder to the lien of any mortgage, deed of trust or Other voluntary hypothecation arising out of any security instrument duly executed by Landlord charged against the Land, Building and Premises, or any portion or portions thereof, and Tenant shall execute at any time and from tone -to -time such documents as may be reasonably required to eifectuatc such subordination; D"wide however, that Tenant shall not be required to effectuate any such subordination or other document hypothecating any interest in the Land, Building or Premises unless the mortgagee or beneficiary named in such mortgage or deed or trust shall first enter into a customary and reasonable subordination. non -disturbance and attornment agreement (a `{Non - Disturbance Agreement") which bolt -Disturbance Agreement shall include at least all of the following: so long as Tenant shall not be in default i n payment of Rent or any other provision of this Lease after receipt of Nwitten notice and expiration of the applicable cure period. (i) Tenant shall not be joined as a defendant in any proceeding which may be instituted to foreclose or enforce the mortgage; (H) Tenant's possession and use of the Premises in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination of this Lease to, or auy modification of or default, under the mortgage; and (iii) the inorEaugee or betleficiary (as applicable) will subordinate and subject its respective rights, if any, to any portion of the insurance proceeds otherwise payable to Landlord when and to the extent necessary for Landlord to comply with its obligations of repair and restoration hereunder. If there is or will be, as of the Commencement Date of this Lease, any lease, mortgage or deed of trust in effect with respect to the Land, Building, or Premises, or any portion or portions thereof, which would thereby be superior to this Lease. Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant, within 30 days after the date of this Lease. a customary and reasonable Non -Disturbance Agreement duly executed on behalf of each such lessor, mortgagcc and beneficiary which shall include prodsions (i) through (iii) set forth above. Tenant shall have no obligation to amend any term or provision of this lease in connection with the lion -Disturbance Agreement. i ?. INSUR sNC L I'll roug]aout :he T(;r111, Tenant, call kcvp the buildiiio� and mrro%cincnts includctl ill thr Nenaise insured for the "full replacement value" thereof a-ain,t 10$$ or dattlagc by perils cUstt�t�3a1'II}' €nC.InCJLtt under stntidard "all-risl." pulicieti, naming Landlord as lass payee. Tenant shall end01LV0l- to cause each such ;icilicy of ii1suranee to contain language whereby the sane will not be canceled without at least 30 days prior written notice to Landlord. On the: Cornmencemem Date, and thereafter upon written request From the. Landlord, Tenant shall deliver to Landlord certificates of insurance, showing that the insurance required to be maintained pursuant to the foregoing provisions of this Section is in forge and will not be modified or canceled without 30 days prior written notice being furnished to Landlord. Thereafter, not less than 30 days prior to the "piration or termination of each such policy. Tenant shall furnish to Landlord certificates showing renewal of. or substitution for, policies which expire or are terminated, (b) Tenant's Liability lnsttrance. Throughout the Term, Tenant shall maintain commercial general liability insurance, incitiding a contractual liability endorsement, and personal injury liability coverage in respect of the Premises and the conduct oroperation of business therein, with Landlord as an additional insured. with limits of not less than $2,000,000.00 combined single limit for bodily injury and property damage liability in any one occurrence. Tenant shall endeavor to cause each such policy of insurance to contain language whereby the sane will not be canceled without at least 30 days prior written notice to Landlord, On the Commencement bate, and thereafter upon written request from the Landlord, Tenant shall deliver to Landlord certificates of insurance, showing, that the insurance required to be maintained pursuant to the foregoing provisions of this Section is in force and will not be modified or canceled without 30 days prior written notice being funlished to Landlord. Thereafter, not less than 30 days prior to the expiration or termination of each such policy. Tenant shall furnish to Landlord certificates showing renewal of, or substitution for, policies which expire or ate terminated. Anything in this Lease to the contrary notwithstanding,, Tenant shall not be obligated to reimburse Landlord for the cost of any insurance procured by or on behalf of Landlord. All insurance policies required to be maintained by Tenant under this Lease shall be primary and shall be issued by Insurance companies licensed to do business in the State of North Carolina with a policyholder rating of at least "Class A (e) Waiver of$u_bMation. A party shall have no claim against the other or the employees, officers, directors, managers, agents, shareholders, partners or other owners of the other for any loss, damage or injury Which is covered by insurance carried by such party and for which recovery from such insurer is made, notwithstanding the negligence of either party in causing the loss. The foregoing waiver and release shall not apply, however, to any, damage caused by intentionally wrongful actions or omissions. Each party represents that its current insurance policies allow such waiver. Neither Landlord nor Tenant shall obtain or accept any insurance policy which would be invalidated by or which would conflict with this paragraph. 14. INDEMNIFICATION (a) Indetanification by Tenant. Except as may otherwise be provided in this Lease. Tenant shall indemnify and hold harmless Landlord and Landlord's employees, officer's, directors. managers, agents, shareholders, partners or other s+t:n:i (Collcutiv ly, .•I..rndlord's Representatives") froa-n -Ind ag,t.nst ;Iffy �rnca -.if] third -party clairns, arising fiqnn to in Cc+nratction wills: (i) thr conduct or nianal-101Aent Of the 111-rmlise, orw ally 1111, ss thurcon, or arty condition crca€cci in or about the Premiscs dill- rrg; the Ttxm of this LCir;C, urrlcs4 %:rt.!rrtcd in v.holc or in p,irt by the irrtelllJWl,ti r7r redde<s acts of Landlord or any iaerSan ar entry M11111,A the iir lance of [.;rndljrtl: I any net, antiission or rweligcncc o,* Tenant or any of its subtenanL. or licensees or i(s or their employees, oaf tcers, directors, managers, agents. shareholders, partners or o(he;r owners, im,itees or clan€ractor:s (collectively, "Tenant's Representatives"). and (iii) any accidenr or iniury or damage whatsoever, not caused by Landlord or Landlord's Representatives occurring in, at or upon the Premises. Tenant sha11 have the right to assume the defense of any such third -party clautt with counsel chosen by Tenant or by Tenant's insurance company. Tenant shall not be responsible for the fees of any separate counsel employed by Landlord. Landlord hereby waives any claim for consequential damages, to the extent permitted by iawv, and claims covered by Landlord's insurance. (b) Indemnification bs, Landlord. Except as may otheiivise be provided in this Lease, Landlord shall indemnify and hold harmless Tenant and Tenant's Representatives from and agains€ any and all third -party claims arising from or in connection Willi: (i) any default by Landlord or Landlord's Representatives in the observance or - performance of any of the terns, covenants or conditions of this Lease on Landlord's part to be observed or performed; (ii) any intentional or reckless acts or omissions of Landlord or Landlord's Representatives in or about the Premises either priorto, during, or afterthe expiration of the Term, including any intentional or reckless acts or omissions in the making or performing of any improvements; and (iii) any accident or injury or damage whatsoever, caused by the intentional or reckless acts of Landlord or any person or entity acting at the instance of the Landlord occurring in, at or upon the Premises, lfany action or proceeding shall be brought against Tenant or Tenant's Representatives based upon any such claim, Landlord, upon notice from Tenant, shall cause such action or proceeding to be defended at Landlord's expense: by counsel reasonably satisfactory to Tenant, without any disclaimer of liability by Landlord in connection with such action or proceeding. Tenant hereby waives any claim for consequential damages, to the extent permitted by law, and claims covered by Tenant's insurance. (c) Conditions to Indemnification. The. indcmnifhcations provided for above shall be subject to the following conditions; (i) the indemnified party shall give the indemnifying party prompt written notice of any claim subject to indemnification of which the indemnified party has or obtains knowledge, (ii) the indemnifying ptarty's obligation to indemnify shall exclude any 'injury, loss or damage proximat-ely caused by the negligent or willful acts or omissions of tlae indemnified party. or its agents. contractors, and employees, (iii) the indemnified party shall reasonably cooperate with the indemnifying parry in in of any claim subject to the indemnifying patty's indemnification (but such cooperation shall be without expense to the indemnified party); (iv) the indemnifying party may defend with counsel of its choice, subject to the indemnified patty's reasonable approval; and (v) the indemnified party shall not settle any claim subject to indemnification without the indemnifying patty's prior written consent, which consent shall not be unreasonably withheld. 15. FLIGHT OF FIRST REFUSAL (a) Right Of First Refusal. Should Landlord during, the Term enter into an agreement to sell the Premises. or any portion thereof (the '$ales Agreeincnt"), Landlord shall provide to Tenant a written notice of intent to sell (the -Notice—) % ith o cop} of €hu Sales Aorcenicnt ihu'inti thlf l?critX l cunlrrrr+icing t•.ith l..tuldlot'tf> etritt4n 110tice to Teltam through thy: date that i.5 tiltccn t I ii derv= stile `Option Period"), Tcnavt shall 11alve 111c slay eWrcise an uptiotl to acquire the I'rcnliR,s, or the portion therk:of Slrlljict to the 4alc, �igr:cincnt_ can the same terms and coilditinit . other than a; to file idenIlLy of ['chum, as are set Conti in the Saics .: gi-eenlcnt, including but not limited to tilt purchase price'aec tiorth in the Sale., Agreement. If, du~intg tht. Opticm i'eriod. Tenant does no[ give tandlord %Vritti n notice of '7- nant's intention to exercise Such option. then subject tv and as provj&d b;• the &iles Agreement Landlord mtly sell the Premises or portion ther; of covered by the Sales Agreement: by lie later than the date that is ninety (90) days after life c4culoted closing date in the Sales Agreement. Landlord may alter the purchme price of the Sales Agreement by no store than ten percent (1 tl°la) without starting, anew Option Period for Tenant. It' Landlord does not timely so sell the Premises, Landlord shall again comply with the terms of this ,article as if no Notice had ever been given. If Tenant titnely notifies Landlord of its intent to exercise such option as strictly required pursuant to this section, then Landlord and Tenant, within ten (10) days of Landlord's reoeipt of such notice, cater into a Sales Agreement with the exact same terms as those noticed to Tenant except for Tenant shall be listed as the purchaser, and Landlord shall sell to Tenant and Tenant shall purchase from Landlord pursuant to the ,Sales Agreement, the Premises or Bunion thereof subject to the Sales Agreement. (b) Lien Pavout. If Tenant exercises purchase rights under this Article and the Premises are burdened by ally lien which is created after the Commencement Date ofthis Lease, Tenant may, if Tenant elects to do so. either discharge such lien or assume the indebtedness secured by such lien and reduce the amount due to Landlord by the amount of such indebtedness paid. or assumed. provided that, if Tenant assumes any such obligation, Tenant will obtain a release of Landlord. 16. ENVIRONMENTAL MATTERS (a) As of the Cominet3cernent Date. Landlord (i) has not caused and has no knowledge of any release, threatened release, deposit. storage (whether by above ground storage tanks, underground storage tanks or otherwise), disposal, burial, discharge, spillage, uncontrolled loss, seepage, or filtration of Hazardous Substances (as defined below) at, upon, under or within the Premises; (ii) represents and warrants that any handling, transporation. storage, treatment or usage of Hazardous Substances that has occurred on the Premises priortc the Commencement Date has been in compliance with all Environmental Laws (as hereinafter defined); and (iii) the soil, soil vapor on or under the Premises are or will be free of toxic or Hazardous Substances as of the date hereof (b) Landlord shall indemnify, defend and (told harmless 'Tenant and Tenant's lndernnitees, and any assignees, subtenants or successors to Tenants interest in the Premises, their directors, officers, employees. and agents, from and against any and all losses, claims, suits, damages (including consequential damages), judgments, penalties, and liability (including, without limitation, all out-of-pocket litigation costs and reasonable attorneys' fees) directly or indirectly arising out of the presence, use, generation, storage, release. threatened release or disposal of Hazardous Materials on, in, under, to or from the Premises before the Comment7ernent Date. Without limiting the generality of the foregoing, this indemnification shall also specifically coverall costs and expenses incurred in connection with toxic or Hazardous Substances present or suspected to be present in the soil, ground -water or soil vapor on or tinder the Premises before the date hereof Tenant may. at its discretion and cost. have performed an environmental survey to determine if the Premises are in compliance with ali applicable Environmental Latins. Landlords indemniticatioa obligation hereinabove set forth shall survive the expiration or earlier termination of this Lease. {el Tcrinnt shall inrierimily. dsf4nd rind hokI h lrmless I.ar�dlorrl and L,111(ilc)i'ii's 111iir111nitc0 and assignee; or succcsson5 to Landlord's imerest iir rlic d1Cir directors, ni'lieers. ciiiplitycc4 , and af1e11ts frOrn and ayaiirst .inv wid tell losses, claims. suits, clailia4ges corisequ.nti,il (la-,iti,e0, juil�,:nlcius. penalties aril liahilii tiiielurling. :��ithout liwitalion, all i�ut-itf-Poel.tt IitieEitic7n cos;s~anil reasonable ationlevs' fees} clircell}' or indirectly arising irut of tllc prescrce, use, -ener-ttion, storage. rcicase or threatened release or eispwal oflltixardous Mderials on, in, under or front the Premises curing the Perm o, this. 1_edsc; provii 4d that landlord shall have the; burilcn of proving that any such [oss, claini, suit, damage. judgment. penalty, or liability arose on account of liazardous Substances introduced daring the Term of this Lease, As used in this Lease, the term "Landlord's Indernnitees" shrill in:an Landlord's `mptoyces, of1xers. directors, managers. agents, shareholders, partners or other owners, and "Tenant's Indemnitees" shall mean Tenant's employees, officers. directors, managers, agents, shareholders, partners or other owners. Tenant's indemnification obligations hereunder shall include~, but not be limited to, any claim or obligation from Tenant's installation:, use, operation, storage, or removal of the fuel Island as a Tenant Improvement and, with respect to such Fuel Island, Tenant shall be required, in addition to Tenant's obligation to remove such File] island as dcserilsed in Section 8(b), to within fifteen (15) days of the expiration of the Term Dr earlier termination, provide Landlord an environmental t-eport from a licensed and/or certified environmental consultant showing that Tenant's installation, use, storage, and removal were drone in compliance with all then existing Environmental Laves, Tenant's indemnification obligation hereinabove set forth shal I survive for six (6) months following the expiration or earlier termination of this Lease, provided however such survival period relates to Landlord's notification of Tenant of a claim of indemnification and not to the period for which an ultimate decision is reaclied relating thereto, (d) For the purpose of this Article, Hazardous Materials shall include but not be limited to substances defined as '`hazardous substances.,, `hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. 42 U.S.C. Section 9601, et, sect., the Hazardous Materials Transportation }act, 49 U.S.C. Section 1801 et seq.. the: Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq.; the common law; and any and all state, local or federal laws, rules. regulations and orders pertaining to environmental, public health or ►welfare matters, as the saute~ may be amended or supplemented from time to time (collectively. tite ' FnFironmental Laws"). Any terms mentioned in this Lease which rtre defined in any applicable Environmental Laws shall have the meanings ascribed to such terms in such laces, provided, however, that if any such laws are amended so as to broaden any terns defined therein, such broader meaning shall apply subsequent to the effective date of such amendment. 17. DAMAGE AND DESTRUCTION If the Premises or any part thereof shall be damaged by fire or other casualty, 'Tenant shall give prompt 'written notice thereof to Landlord. In the event (i) the Building shall be so damaged that substantial alteration or substantial reconstruction of the Building shall be required (whether or not the Premises shall have been damaged by such casualty), (ii) there is any material uninsured loss to the Building, or (iii) the cost of the restoration worst required under this Lease exceeds the insurance proceeds actually received by Landlord as a result of the casualty. Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such casualty, If, by reason of such oasualty, the Premises are rendered untenantable in sonic material portion, and the amount of time required to repair the damage is reasonably determined by Landlord to be in excess of one hundred fitly (150) days from the elate upon which Landlord is required to determine whether to terminate this Lease, then Tenant shall have the right to terminate this Lease by giving Landlord ,written notice of termination within thirty (30) days after the date Landlord delivers Tenant notice that the amount of time required to repair the damage has been deterinined by Landlord to be in excess of one hundred fifty (150) days. If Landlord (or Tenant, if applicable) does not thus elect to terminate this Lease, Landlord shall commence and proceed ��irl: rettti��rrtthl�� dill ertcc ter reyitzr� the ltttildiltg 10 substantia%- the same Condition as csistVd N'ditr; f ,andlc�rcl tst'i�itltrll} cl li�:rrcd the i'rcntisw� tl1 I irlirltl. When rc3tflie doll worl:, 'I'ertantt shall restore Tenant's furniture ar,d equilxlrrCnr. LMIL110i'd shztll not he liable flor on,. incolivcnienc:e or a:1110yallcc In Teriant or injury its the hu.iinc5r ofTCnari, resul6110 in auy way from such daim<6c car thu reptrir thereof, CNUI t that. sulaicet to the Provisions orthe tit-kl sc.ntenc`, Rcnt shall abate tt;r all or that pait ol'the Premises which is unlenantable on a per diem and proportionaw dren basis fro n dltc date or the fire or other casualty until the dale which is fifteen (1a) tiaty;'; f0llmvin6; the Fiat,; upnn which Landlord has substantially completed its required repair and restoration work in the Premises (ant[ obtained a temporary Certificate of occupancy foe the saute to the extent not impeded by unperformed work by "Tenant), provided Rent shall resume if Tenant sooner occupies the unlenantable portion or the Premises. In the event Landlord chooses to terminate the Lease pursuant to this Swiolt 17, Tenant, within thirty (30) days aver receipt of Landlord's tennination notice may elect to reinstate the Lease and to cause the Premises to be restored at Tenant`s cost and expense, in which case all available insurance proceeds shall be delivered to Tenant for use in restoring the Premises. If the Premises or any other portion ofthe Building is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, or employees, the rent hereunder sllalt not be diminished during the repair of such damage (except to the extent Landlord is entitled to, and in fact does, recover such lost rent pursuant to tiny rent loss insurance coverage that may be maintained by Landlord from time to time), and Tenant shall be liable to Landlord for the oast of the repair and restoration of the Building caused thereby (except to the extent Landlord is entitled to, and in fact does, recover such cost and expense pursuant to any insurance coverage that may be maintained by Landlord from time to time, including any insurance coverage that Landlord is required to maintain during, the Tenn of this Lease). t 8. COIF Di:iv KATION (a) Notice. Landlord and Tenant shall each notify the other if it becomes aware that there will or might uccur a taking, of tiny portion ofthe Premises by condemnation proceedings or by exercise of any right of emirent domain ( each. a "Tacking"). (b) Termination of Lease., In the event cif the Taking of the entire Premises, this Lease shall terminate as of the date of such Taking. If there occurs a Taking of (i) a portion of the Premises such that the remainder of the Preinises shall not, in Tenant's reasonable opinion, be adequate and suitable for the conduct of Tenant's business as conducted prior to such Taping, or (it) more than fifteen (15%) percent of the parking area of the Premises, then Tenant may, at its option, terminate this Lease by notice to L.andlorci. (c) Continuation of Lease. If there is a Taking of a portion of the Premises and this ],case is not terminated pursuant to subsection 18(b't hereof, then this Lease shall remain in full force and effect, except that appropriate adjustments shall be made to. and in respect of, the Premises and Rent, and Landlord shall proceed with due diligence to perform any work necessary to restore the remaining portions of the Premises to the Condition that they here in immediately prior to the Taking., or as near thereto its possible, (ce) CO MIt M11IttiUil Award. A -iv iward ar conipcnsation arkiiig exit ot'silch tEtl ilt�, s tall hclung .o aild be paid tl7 Laiidlord tNe�epi wish rc,"prct to ar.; Ne[),ItLite Mva:-u nlaide 10'Iona nt I4)r il,, Ic.,.srhnld iml;rov; IllelII,, !1Aattres. lilts of Ut16will. reksca(ioll and other C:xp, nscs JAH-SU4111 to % separ�ite irdepundent action talon by I errant a:uiinst the condunining authority. 19. DEFAULT (a) Tenant Default. z. The following events shall be deemed to be :vents of default by Tenant under Ehis Lease. (i) Tenant fails to pay any installment of Base Rental or Additional Vent within fifteen (15) days of when due; (ii) Tenant fails to comply with any provision of Ehis Lease, all of which terms, provisions and covenants shall be deemed material and such Failure continues for more than thirty (30) days after Tenant is given written notice of such failure; (40 the leasehold hereunder demised is taken on execution or oilier process of law in any action apinst Tenant; fly) Tenant becomes insolvent or unable to pay its debts as they become duce. or Tenant notifies Landlord that it anticipates either condition; (v) Tenant takes any action to or notifies Landlord that Tenant intends to file a petition under any section or chapter of the United Mates Bankruptcy Code, as amended from tii7te to time, or under any similar law or statute of the United States or any Mate thereof; or a petition shall be filed against Tenant under eny such statute or Tenant or any creditor of Tenant's notifies Landlord that it knows such a petition will be fled or Tenant notifies Landlord that it expects such a petition to be fled;,or (viI) a receiver or trustee is appointed for Tenants leasehold interest in the Premises or for all or a sutbstantial part of the assets of Tenant. Provided, however, and notwithstanding the foregoing provisions in this .Section, Tenant shall not be entitled to any notice and cure period in connection with Tenant's obligation to vacate the Premises at the end of the Lease Term. (b) Landlord's Rei]]gdies. Upon the occurrence of an Event of Default, Landlord may: (i) end this Lease: after giving Tenant at least 30 days' written notice Of its intention to do so and in accordance with any legal requirements governing such termination, and Tenant shall then surrender the Premises to Landlord; or (ii) Landlord may enter and take possession of the Premises, in accordance -with any legal requirements governing such repossession, and remove Tenant, with or without leaving terminated the Lease. Landlord's exercise of any of its remedies or its itceipt of Tenant°s keys shall not be considered an acceptance or surrender of tlee Premises by Tenant. A surrender must be agreed to in writing and signed by both parties. (c) Landlord's Damages. If Landlord terminates this Lease or terminates Tenant's right to possess the Premises because of an Event of Default, Landlord may hold Tenant liable for, but subject to the terms of this subsection: (i) Base Rent arid Additional Rent and any other indebtedness that otherwise would have been payable by Tenant to Landlord prior to tite expiration of -the Tenn., less any amount that Landlord receives from reletting the Premises after all of Landlord's cost and expenses incurred in such relening have been subtracted; (ii) any reasonable amounts Landlord incurs in reletting the Premises during the remainder of the Term: and (iii) other nec.:essary and reasonable exWnses incurred by Landlord in enforcing its remedies. Landlord, whether before or after reentry, may accelerate the dannages described in the previous sentence to be due and payable in full as of the event or events of default and recoverable as damages in the present value lump sum, Tt!wv1(hall pay any st:clr stud, c€ue'Nithin 30 daysofrec-Qivin.r 1aIIdI rd's prnpel`iuul correct HIvoIcc lie" i11C rl IIOL1111S. td l I...arrllc�r�i's :jclault. Landlord shall lie deetnrd in r rtault of this Lease (a "Landlord default") if Landlord ►ails u1 po,furm any Term. covenant or cond.tion of Landlord under this Lease and fails to cure such default within a period of '30 days after notice irorn Tenant specifying such default. Notwithstanding the foregoing, ifsuch failure cannot with due diligence be remedied by Landlord within a period of 30 days. and if Landlord commences to remedy such failure within such 30-day period and thereafter diligently prosecutes such rer7nedy with reasonable diligence, the period of time for remedy of such failure shall be extended for an additional 30 days. Nothing in this Section shall limit Tenant's rights of abatement or self-help expressly set forth herein, provided however that 'Tenant shall only be able to avail itself of abatement or self-help if Tenant provides Landlord thirty (30) days' notice of Landlord's default with an assertion that Tenant will use self-help or abatement if not remedied by Landlord and, within thirty (30) days of Tenant's notification of Landlord, Landlord does not abject to Tenant's claim of Landlord's default. Subject to the previous sentence, in the event of Landlord Default, Tenant may cure saute and deduct the cost from the Rent, or avail itself of any other remedy available under this Leam at law or in equity. 20. QUIET ENJOYMENT,. SURRTfiiDER; HOLDOVER (a) Quiet En'ovmen . Upon Tenant paying the Rent and observing and perforniing all the tends, covenants and conditions on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy tiie Premises hereby demised, free from any interference, molestation or acts of Landlord or anyone claiming by, through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease. (b) Surriende. At the end of the Term or upon termination of this Lease. whichever first occurs, Tenant shall quit and surrender possession of the Promises and Landlord's furniture to Landlord broom clean, in tite same order, condition and repair as on the Commencement Date, exmpt for ordinary wear, tear for an equipment rental business and damage by fire or other casualty, and except for obligations of Landlord, together with all improvements and Alterations which have been made upon the Premises (excluding Tenant's Property). Notwithstanding anything to the contrary herein, Tenant shall not be required to remove any telephone, electronic, data, computer Or similar cabling or wiring installed in the Premises by or on behalf of Tenant, Ifrequested by Tenant, Landlord shall deliver a release agreement in a form reasonably acceptable to both parties. (c) Holoyei, If Tenant remains in possession of the Premises after the end of the Term, then Tenant shall be deemed to tie a tenant from month to month only, under all of the same terms and conditions of this Lease then in effect, except as to the duration of the Term and the Base Rent, which shall be one hundred fifty percent (ISO%) of Base Rent payable during the final month of the Term until such time as Tenant vacates the Premises (the "Holdover Rent"). Additional Rent shall be payable during any holdover. No holding over by Tenant after the expiration of"the lease Term shall be construed to extend the Lease Term. If Tenant holds over after having received notice from Landlord of Landlord's termination of this Lease, such holdover shall thereafter be deemed a default by Tenant and Landlord may avail itself of all eviction rq:mcdie—.WId:imp digger r4[IIC&v al 1,-I%1,11. in ct]ui.y P1-0 idcclblare [IIu pI-[ies agr�,e tha'. 1_tII]dIof(I ITI"n" rttiuver, ,rs liquidated thlrnagcs rcftuing lo'Itntult's holdin�a cwcr ;)ill%- (such liquidawd damn--,e allIOU11t clue not Iclat-- to an., oTlter hrc<rch ol'this L.a;c even if in cotliunction with f:llunl's holdov(,r) the dally p-orated t'.�Itrt of Ile IIvId(n-,-r Rcn-,, it l.c",L4 agreed 0tTtull;1;l the pirtie.� that: ii) it would he .mpract.cal and cxtrYnielt' difficult tu- fix [lie icauil dolr7ge Landlord tx,=ilI suff'c:r in the CVent of Yemen:'s holdover Wit�uiut Landlord's consent; and (ii) the Holdover Rent due during; any holdover period r4l)resents a fair and reasonable estimate of" the detriment that Landlord �slll aullcr by reason of Tenant's holdover without consent. Alt other obligations of this Lewe shall apply during Tenant's holdover period and if Tenant breaches and/or defaults with regard to any other duty hereunder the liquidated damage provision of this Section 24(c) shall not limit Landlord's recovery against Tenant for such additional breach and/or default. (d) Tenant's Conduct of Business. Nothing in this Lease shall be +construed as an obligation for Tenant to open or operate its business in the Premises. Tenant shall have the right to remove Tenant's Property and cease operations in the Premises at any time and at TenanC's sale discretion and provided Tenant continues to pay the Rent due and owing under this Lease and to perform, its maintenance and repair obligations such removal and cease of operations shall not constitute a default by Tenant under this lease, 21. ASSIGNMENT AND SUBLETTING Except as sec forth herein, Tenant shall not assign this Lease or sublet the Premises without the Landlord's prior written consent, which consent, however, shall not be unreasonably withheld nor delayed. Notwithstanding the foregoing, Tenant inay enter into an assignment or sublease without obtaining Landlord's consent with any entity with which it is affiliated (i.e., an entity which it controls, is controlled by or with which it is under common control) orlo Tenant's successor. A merger or consolidation to which Tenant or any successor to Tenant is parry shall not constitute an assignment requiring consent of Landlord. 22. ACCESS Landlord or Landlord's agents shall have the right to enter the Premises at all times for any of the purposes specified in this Lease and to: (i) examine the Premises or for the purpose of performing any obligation of Landlord or exercising any right or remedy reserved to Landlord in this Lease; (ii) exhibit the N-emises to a prospective purchaser, mortgagee or ground lessor of the building, and during the last three (3) months of the Term to exhibit the Premises to prospective tenants, (iii) make such repairs, alterations, improvements or additions or to perform such maintenance, including the maintenance of all base building systems, as Landlord may deem necessary or desirable; and (iv) take all materials into and upon the Premises that inay be required in Connection with any such repairs, alterations, improvements, additions or maintenance. Notwithstanding the foregoing, except in emergencies hereunder all entries by Landlord under this Section shall be (x) at reasonable times and after at least 24 hours' prior veal or %Mitten notice to Tenant, (y) conducted so as not to unduly interfere with Tenant's use and occupancy of the Premises and (z) subject to Tenant's reasonable security and confidentiality requirements from time to time (including the accompaniment of a Tenant representative if'necessary in Tenant's sole discretion), 23. BROKBRAGE Each of Landlord and Tenant represents and warrants that it has dealt with no real estate broker in connection with the Premises other than Fischer & Company, on behalf of the Tenant, and South Central Properties. LLC, on behalf of the Landlord (the "Broker"), and that no other broker is entitled to any commission on account of the Lease. In the event Tenant enters into this Lease with Landlord, then l.attr.lurd shall b..tiolely responsimc forI�.iy�iFr� a ccAnni_asituL Lei the Brokcr in necordauce «-ith the termF of a scpar.tc agretimcnt. Each party ;hall iiideniui{} dic other <md ]told it harmless from any and Lill in ciLutiti mgwMcLiA ae erescutaLi7us l?�,y r',�vh the ind--m.titor, including czrurt eOsts and attoi Ile s' cte s. 24. LF.ASF STATUS AND NOTIC I-, (a) Tenant Estoppel. Within 30 days after receipt ot'notice from Landlord, T: leant will execute and deliver to Landlord, an instrument prepared by Landlord stating, if the same be true, that this Lease is a true and exact copy of the lease between the parties hereto; there are no amendments hereof (or stating what amendments there may lie); the saute is then in full force and effect; to the best of Tenant's knowledge, there are then no otTsets, defenses or counterclaims with respect to the payment of rent reserved hereunder or in the performance of the other terms, covenants and conditions hereof o t the part of Landlord or Tenant to be performed; that as of such date no default has been declared hereunder by either party hereto and that Tenant at the time has no knowledge of any facts or circtttnstances which it might reasonably believe would give rise to a default by either party. (b) Landlord Estoppel Within 30 days after receipt of notice from Tenant. L,andlard will execute and deliver to Tenant, an instrument prepared by Tenant stating, if the same be true, that this Lease is a true and exact copy of the lease between the parties hereto; there are no amendments hereof (or stating what amendments there may be); the same is then in full force and effect; that as of such date no default has been declared hereunder by either party hereto anti that Landlord at the time has no knowledge of any facts or circumstances which it might reasonably believe would give rise to a default by either patty; and such other information as tray reasonably be requested by Tenant or a party with whom Tenant may be dealing. (c) Notim. Any notice, demand, consent. apptvval, direction, agreement or tether communication required or permitted hereunder or under any other documents in connection herewith shall be in writing and shall be directed to the addresses set forth below or to such changed address as a party hereto shall designate to the other parties hereto from time to time in writing. Notices shall be 0) personally delivered (including delivery by UPS or other comparable nation-wide overnight courier service) to the offices set forth above, in which case they shall be deemed delivered on the date of delivery (or first business day thereafter if delivered other than on a business day or after 5:00 p.m. New York City time to said ekes); (11) sent by certified mail, return receipt requested, in which case they shall be deemed delivered on the: date shown on the receipt, unless delivery is refused or delayed by the addressee in which event they shall be deemed delivered on the date of deposit in the U.S, Mail; or (iii) sent by means of facsimile transmittal machine, with a confimiation Copy sent via overnight mail, in which case they shall be deemed delivered at the time' and on the date of receipt of the facsimile transmission.. TENANT: United Rentals Realty, LLC 100 First Stamford Place, Suite 700 Stamford, Connecticut 06902 Attn: Legal Department (Pleat Estate) Telephone: (203) 622-3131 Facsimile: (203)622-4325 And to: Fischer & Company Oallevia North 1'rrwt�r II 1 1727 Neel KI..Md, Suite 900 1)s1Ills, 1 oxas 7',_')4 ) Attn: Lease r dministraLor- 1;R1 Te lcphonr : (972) 98€t-71 (atl Fucsimile: (972) 980-711€1 E-mail: j[i[Lca�S.rtcirnirt ii liseherruntr�inw.c.cant LANDLORD: 914 Properties. LLC 118 Rebel Road Salisburv. North Carolina 28144 Attn: William Troxler Telephone: 704-433-1192 25. INTENTIONALLY OMITTED 26. INABILITY TO PERFORM AND WAIVERS (a) Unavoidable Delays. Except as otherwise specified herein, this Lease and the obligations of a party to perform all ofthe terms, covenants and conditions on its part to be performed shall in no way be affected, impaired or excused because the other party, due to Unavroidab[e Delay, is (i) unable to fulfill any of its obligations under this. Lease, or (ii) unable to supply or delayed in supplying any service expressly or impliedly to be supplied, or (iii) unable to make or delayed in making any repairs, replacements, additions, alterations or decorations, or (iv) unable to supply or delayed in supplying any equipment or fixtures. in no event, however. shall Tenant be excused from paying Rent or Landlord be excused from making any required payment because of Unavoidable Delay, "Unavoidable Delays" shall mean any and all delays beyond a party`s reasonable control, including without limitation, delays caused by the other party, governmental restrictions, governmental regulations and controls, orderofcivil, militate or naval authority, governmental preemption, strikes, labor disputes, lock -puts, acts of Clod, fire, earthquake, floods, explosions, extreme weather conditions. enemy actions, and civil commotion, riot or insurrection, (b) Trial _byJurv. To the extent permitted by applicable law, Landlord and "tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any mattur arising out of or in any may connected with this Lease, the relationship of Landlord and Tenant, or Tenant's use or occupancy of the Premises, any claim or injury or damage, ar any emergency or other statutory remedy with respect thereto, (c) Waivers. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the agreements, terms, covenants, conditions or obligations of this Lease, or to exercise any right, remedy or election herein contained, shall not be construed as a waiver or relinquishment of the future of the performance of such one or more obligations of taus Lease or of the right to exercise such election, Fill ll'e :lire ;llidl collifl ac; il7l(1 rC ivitl itt full I-Orcl: .ind etlect �%ith res)cct tO any sub,cclnrnt breach, :let of. Un".Ititila?1l, ''Vhetl[c r cd :i similar nati.ire Ur 0th:l'tVr5C. (J) �L1rJvai. 111E PIXI is ows of this ,Article shall surV°ive the Qxpiration or Sooner tcnuimition ot'this Lease, 27. MISCELLANEOUS (a) Governing Lava. This Lease shall be governed by and construed in accordance with the laws of the Swe in which the Premises are located. (b) Consents and Approvals. If pursuant to any provision of this Lease, the consent or approval o feither party is required to be obtained by the other parry. then. unless otherwise provided herein, the party whose consent or approval is required shall not unreasonably withhold, condition or delay such consent or approval. (c) Rights and Retnedi. All rights and remedies of either party expressly set forth herein are intended to be cumulative and not in limitation of any other right or remedy set forth herein or otherwise available to such party at law or in equity, Notwithstanding the foregoing, in no event shall either party be liable to the other for consequential or punitive damages, except as otherwise provided in this Lease. (d) No Waiver. The failure of Landlord to seek redress for a breach of, or to insist upon the strict performance of any covenant or condition of this Lease, shall not prevent a subsequent act which would have originally constituted a breach from having; all the force and effect of an original breach. The receipt by Landlord of Rcnt with knowledge of the breach of any covenant of.this Lease by Tenant shall not be deemed a ivaiver of such breach and no provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing and signed by Landlord. (e) Successors pnd Assigns. Each and all of the terms and agreements herein contained shall be binding upon and inuro to the benefit of the parties hereto, and their heirs, legal representatives, successors and assigns. Any stile or transfer of the Premises by Landlord during the Term of this Lease shall be made by an instrument that expressly refers to this Lease as a burden upOn the Premises, by way of example an assignment and assumption agreement and Tenant shall have no obligation to pay Rent to such successor or assign until suoh tune as Tenant has received a completed and executed Form W-9 in the form attached hereto as E, l'bit B (or such other forth as may be required by the IRS in lieu thereof). (0 Entire Agreement Modifications. This Lease contains the entire agreement between the parties concerning the matters set forth herein and may not be modified orally or in any manner other than by an agreement in writing signed by all the 1-arties hereto In their ItiIIC'l:ttiill itl[C.%nst. Nol,t itl,standinr the fortyouin`-,, I ',oiaw I., rellledios hcrc[Irldur ':IKIII hO c11lrIL110 VO Xld 11,7t : C[usiV I;. (g) Joint alit SeVC'1.211 Ohli<Lajiutrs. If La:idllord includes more than one l3elsO11 or entity. Elie obligations shall be joint and several of all such persons arnd etnCtics• (h) IndependgirtCo enants• lFany term or provision of this Lease or any application thereof shall be invalid or unenlori=ble, the remainder of this Lease and any other- application ofsucb tern, shall not be affected thereby. 0) Notice of Lease. This Lease shall not be tiled on the public record by either Landlord o-Tenlat,t. Either Marto' may, however, request that a memorandum of this Tease be filed in a form substantially in the form attached heivto as x ihit F. Landlord and Tenant shall execute and deliver a memorandum of this Lease in proper form for recording within ten (I 0) business days following the request therefor and the delivery by the requesting party of a draft memorandum of lease. The requesting party shall pay all costs of filing. 0) Counterparts. This Lease may be executed in any number of counterparts, each of which upon execution and delivery shall be considered an original (or all purposes; providedhoweverall such counterparts shall, together, upon execution and delivery, constitute one and the same instrument. (k) Ambteuiti . Any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not apply to the interpretation of this Lease or any amendments or exhibits hereto. (1) Auth Each of Landlord and Tenant represents and warrants to the other that the individual executing this Lease on such party's behalf is authorized to do so. (in) Attornevs' Fccs. fn the event of any controversy arising under or relating to the interpretation or implementation of this Lease or am;, breach thereof, the prevailing party shall be entitled to payment for art reasonable costs and attorneys' fees (both trial and appellate) incurred ill connection therewith. (n) Non -Binding, Qntil Fully Fj.gcuted. The submission of this document for examination, negotiation and signature does not constitute an Offer to lease or a reservation of, or an option for. the Premises. 'Ibis document shall not be binding or in effect until at least one counterpart hereof has been duly executed by landlord and 'Tenant and delivered to Landlord and Tenant. [SIGNATURES APPEAk ON NEXT PAGEI IN NVU NEsSS WHEREOF. ihti lz,trtrt , hff"'U) IIA-1-t ciulle e`CCWCJ 1kis I.ua,.,: as oftfi clay wid ,car first above tiNrittan_ LANDLORD: 914 PROPERTILS, LLC, 3Name: v ina limit *d liability company Lloyd W, Trner, Jr. . 'fitie: Manager TEL NAN : UNITED RENTALS REALTY, LLC, a Delawhiliabiticv company RV: .07 Name Irene Moshouris Title: Vice President and treasurer FXI 11BIT A DcsUipuloll of [,ease Pnmnizes shad;.,d ii: vellow 409030