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09/17/2014 Assignment of Lease & SubleaseAMY NEAVILIN, CPA CLERK OF CIRCUR COURT & COMP'iROLLER Mom corm, FLORIDA DATE: October 03, 2014 TO: Peter Horton, Director of Airports ATTN. Judy Layne, Senior Coordinator Airport Grants and Finance FROM: Lindsey Ballard, D. C& At the September 17, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C6 Collateral Assignment of Lease by Marathon Aviation Associates, LLC, a Florida limited liability company, hereinafter ASSIGNOR and CENTENNIAL BANK, an Arkansas corporation, hereinafter ASSIGNEE. Enclosed is a duplicate original executed on behalf of Monroe County, for your handling. Should you have any questions, please feel free to contact me. cc: County Attorney Finance File,/ 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305- 295 -3130 Fax: 305 - 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax. 305 - 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146 COLLATERAL ASSIGNMENT OF LEASE AND SUBLEASE This Collateral Assignment of Lease and Sublease is hereby executed by MARATHON AVIATION ASSOCIATES, LLC, a Florida limited liability company, hereinafter ASSIGNOR and CENTENNIAL BANK, an Arkansas corporation, hereinafter ASSIGNEE. WHEREAS, pursuant to a Lease from Monroe County, Florida, ASSIGNOR is the Lessee of a portion of the Marathon Airport located in Marathon, Monroe County, Florida; and WHEREAS, the said Lease has been assumed and modified by various instruments since the original lease was issued on April 10, 1998; and WHEREAS, pursuant to a Lease and Sublease dated April 21, 2010, ASSIGNOR leased and subleased to Rich Aviation, Inc., a Florida corporation, a portion of the property consisting of approximately 11,800 square feet (i.e., a hangar on the property), said Lease and Sublease attached as Exhibit A hereto; and WHEREAS, as security for a loan being extended to ASSIGNOR by ASSIGNEE, this Collateral Assignment of Lease and Sublease is being executed and delivered. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, it is hereby covenanted and agreed: 1. The ASSIGNOR hereby assigns, transfers and sets over unto the ASSIGNEE, its successors and assigns, all interest of the ASSIGNOR under the Lease and Sublease of the Premises and under any renewal, extension or modification of the Lease; provided, however, that so long as the ASSIGNOR shall not be in default of any of its obligations to the ASSIGNEE under the Loan, the ASSIGNOR shall continue to enjoy all the rights and privileges of ASSIGNOR under the Lease and Sublease. 2. In the event of any default by the ASSIGNOR in the payment or performance of any of its obligations to the ASSIGNEE under the Loan, beyond the expiration of any applicable grace or cure period, and in addition to any other rights the ASSIGNEE may have at law or in equity, the ASSIGNEE shall have the immediate right to enter upon the Premises and take possession thereof. The ASSIGNEE shall further have the option, whether or not the ASSIGNEE has exercised its right to take possession of the Premises, to make this assignment absolute, and thereby to become ASSIGNOR under the Lease and Sublease. Upon the exercise by the ASSIGNEE of the option to make this assignment absolute, the ASSIGNEE may thereafter, at its option, sell, assign or otherwise dispose of the ASSIGNOR's interest under the Lease and Sublease, as collateral, in accordance with the provisions of Article 9 of the Florida Uniform Commercial Code (the " "Code "), and shall, with respect thereto, have all rights and remedies of a secured party under the Code. Upon the exercise of this option to make this assignment absolute, the ASSIGNOR shall have no further interest in or claim to possession of the Premises, and shall have no further interest in the Lease and Sublease. Neither the taking of possession of the Premises, nor the exercise of the option to make this assignment absolute shall relieve the ASSIGNOR of any of its obligations of performance or payment under the terms of the Lease and Sublease. 3. In addition to the foregoing, the ASSIGNEE may, whether or not it has exercised its right to take possession of the Premises, or its right to make this assignment absolute, in its sole and absolute discretion, and without notice to the ASSIGNOR, make payment of any defaulted obligation to the Lessor. Any amount so paid by the ASSIGNEE shall constitute a demand obligation from the ASSIGNOR to the ASSIGNEE. Nothing herein contained shall obligate the ASSIGNEE to make such payment, nor shall the making of one or more such payments constitute an agreement on the ASSIGNEE's part to take any further or similar action. 4. The ASSIGNOR agrees that it will not alter, assign or transfer any interest in or modify the Lease and Sublease or terminate the terms thereof or surrender its right of possession to the Premises without the prior written consent of the ASSIGNEE. The ASSIGNOR will fulfill or perform each and every condition and covenant of the Lease and Sublease by the ASSIGNOR to be fulfilled or performed, give prompt notice to the ASSIGNEE of any notice of default by the ASSIGNOR under the Lease and Sublease received by the ASSIGNOR, together with a complete copy of any such notice, and, at the sole cost and expense of the ASSIGNOR, cure such default as required by the Lease and Sublease. Any subsequent leases or agreements for use and occupancy of the Premises or any part thereof shall be and are hereby made subject to all the terms of this Collateral Assignment of Lease and Sublease and the ASSIGNOR shall notify ASSIGNEE of any such instruments and provide copies to the ASSIGNEE. 2 STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this day of August, 2014, by William G. Ehrhorn, Manager of Marathon Aviation Associates, LLC, a Florida limited liability company who is personally known to a or who has produced as iden i ication. NOTARY PUBLIC-STATE OF FLORIDA Notary Public, State of Florid " Thomas D. Wright j __ Co mmission # EE109052 ....$ Expires: JULY 06, 2015 BONDED THRU ATLANTIC BONDING CO., INC. _10 W& itn# 1 AA 4A I itness #2 U STATE OF FLORIDA COUNTY OF MONROE My commission expires: CENTENNIAL BANK, an Arkansas corporation By: Ail Ayt bail sy� 7- , 4 ✓, ✓ zr Aes - lce - , The foregoing instrument was acknowledged before me this —L day of August, 2014, by 4 e^^ , S 4 ' of CENTENNIAL BANK, an Arkansas corporation, is personally known to me or who has produced "/Q d .v.'„ie_ s u as identification. v NOTARY pUBLIC -STATE OF FLORIDA Thomas D . Wright Notary Public, State of Florida f4 1 j BON %Commission # EE109052 My commission expires: � $ Expires: JULY 06, 2015 NDKDED D THRU ATLANTIC BONDING CO., INC. 3 I • CONSENT OF LESSOR Monroe County, the lessor of the lease being assigned hereby consents to this Collateral Assignment of Lease and Sublease. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Y_ 1 M ' � i MONROE COUNTY ATTORNEY APPROVED AS TO FORM Pedro Mercado Assistant County Attorney This Document Prepared ,6y.' Thomas D. Wright, Esq. Law Offices of Thomas D. Wright, Chartered 9711 Overseas Highway Marathon, FL 33050 (305) 743 -8118 M AMY HEAVLIN, CLERK Deputy Clerk M ' � i MONROE COUNTY ATTORNEY APPROVED AS TO FORM Pedro Mercado Assistant County Attorney This Document Prepared ,6y.' Thomas D. Wright, Esq. Law Offices of Thomas D. Wright, Chartered 9711 Overseas Highway Marathon, FL 33050 (305) 743 -8118 M EXHIBIT "A" LEASE AND SUBLEASE This is a Lease and Sublease Agreement ( "Sublease ") dated as of April 21, 2010 between MARATHON AVIATION ASSOCIATES, LLC, a Florida limited liability company located at 8800 Overseas Highway, Marathon, FL 33050 ( "Landlord ") and RICH AVIATION, INC., a Florida corporation located at One Robert Rich Way, Buffalo, NY 14213 ( "Tenant"). The "Effective Date" shall mean the date that this Sublease is fully executed by Landlord and Tenant. In consideration of the rents to be paid hereunder, the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby covenant and agree as follows: I . Demise of Han dl rd Re resentations/Contin encies. A. Representations Landlord does hereby covenant, represent and warrant to Tenant as follows: (i) Grantair Service, Inc, a Florida corporation ( "Grantair") leases from Monroe County, a political subdivision of the State of Florida ( "Monroe County") in attached Exhibit A ("Property ") pursuant to a lease real property described Operator (FBO) Agreement effective April 10, agreement entitled Marathon Fixed Base amended by a Sixth Amendment dated September 8, 2005 (whicrescinded all pri as or amendments), a Seventh Amendment dated February 21, 2007, and an Eighth Amendment dated April 20, 2010(collectively "Underlying Lease "), (ii) Monroe County is the sole owner, in fee simple, of the Property, (iii) the Property is part of the Florida Keys Marathon Airport serving Monroe County ( "Airport'), (iv) pursuant to a Sublease dated April 15, 2010 (the "Underlying Sublease "), attached as Exhibit B hereto, Grantair (as `Sublandlord') has subleased to Landlord (as `Subtenant' thereunder) a portion of the Property consisting of an approximately 240' by 105' parcel of land, as said parcel is described on Annex 2 to said Underlying Sublease and depicted on Annex 3 thereto (the foregoing parcel being referred to herein as the "Hangar Property") and described in attached Exhibit A (second page) and depicted in attached Exhibit A l a, (v) as described in the Underlying Sublease, the Commencement Date thereof is the date of the Hangar Closing (as defined below), (vi) Landlord and Grassy Strip, LLC ("Grass Stri p parties to an Agreement dated April 21, 2010 (the "Hangar Contract" ), with respect to the existing aircraft hangar on the Hangar property containing approximately 11,800 square feet (the "Hangar"), (vii) at a closing to be held pursuant to the Hangar Contract (the "Hangar Closing"), Grassy Strip will (A) convey to Landlord all of Grassy Strip's right, title and interest in and to the Hangar, (B) terminate the Hangar Construction and Operation Strip Agreement dated May 29, 2005, as amended (the "Grassy p greement "), including a termination of Grassy S p's tri profit participation thereunder, and (C) terminate the related Memorandum of Occupancy and Use dated May 4, 2007 (the "Memorandum of Occupancy' %, viii Landlord anticipates that the Hangar Closing shall occur not later than forty five (45) days after the Effective Date hereof, (ix) the Hangar Contract will not be terminated or modified so as to extend the aforementioned closing timeframe, unless there is a title or ownership issue with the Hangar, (x) once the Hangar Closing has occurred, Landlord will control both the Hangar Property and the Hangar, (xi) Access Rights (as hereinafter defined) are and shall be available to Tenant throughout the Initial Tenn (as hereinafter defined), (xii) the Underlying Lease is now in full force and effect, has a term which expires April 9, 2028, and, other than has previously stated in (i) above, has not been modified or amended, and neither Monroe County nor Grantair is in default thereunder, (xiii) the Underlying Sublease is in full force and effect for a pre - commencement period of ninety (90) days, and upon completion of the Hangar Closing, shall automatically continue to be in full force and effect for an initial term which extends through the same date as the Underlying Lease (April 9, 2028), and the Underlying Sublease has not been modified or amended, and neither Grantair nor Landlord is in default thereunder, (xiv) a certificate of occupancy evidencing completion of construction of the Hangar was issued on April 20, 2009 ( "Existing CO's, a copy of which was provided to Tenant, (xv) the Hangar and/or Hangar Property is or shall be encumbered by a security agreement, note and/or an assignment of rents (any of the foregoing, a "Hangar Encumbrance ") to be given by Landlord to Grassy Strip at the Hangar Closing, (xvi) memoranda of the Underlying Lease and Underlying Sublease shall be recorded in the public records, (xvii) Landlord shall not take any action to terminate or to modify (or to cause to be terminated or modified) the Underlying Lease or the Underlying Sublease after the execution thereof, (xviii) there are no mortgages encumbering all or any portion of the fee, leasehold or subleasehold estates of the Hangar Property, but if there are or will be (or if Landlord grants any mortgage in connection with its acquisition of the Hangar) Landlord shall ensure that the holders of any such mortgages will consent to this Sublease, and will provide Tenant with a subordination, non- disturbance and attornment agreements ("Consent and SNDA'), in the form of Exhibit C attached hereto, (xix) the height of the Hangar, as renovated and modified pursuant hereto, shall not exceed the applicable regulations or requirements, including those of the Federal Aviation Administration, (xx) Tenant may have access to the Hangar upon the Effective Date hereof, and may begin the renovation of the Hangar as described below and (xxi) Tenant shall obtain Landlord and Monroe County's consent for the Plans (as hereinafter defined), which consent shall not be unreasonably withheld. B. Tenant to Renovate Hangar• Tenant's Contingencies Tenant agrees to renovate and modify the Hangar, at Tenant's sole and absolute expense, in accordance with (i) plans and specifications to be obtained by Tenant which are subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed so long as the plans and specifications are customary for an aircraft hangar, including the raising of the Hangar to accommodate Tenant's aircraft, consistent with Tenant's proposed use of the Hangar (collectively "Plans ") and (ii) all applicable laws, statutes, codes, ordinances, orders, rules and regulations concerning the modification of the Hangar (collectively "Laws "). Tenant shall apply for and obtain a building permit, and all other requisite permits and approvals as may be required by applicable Laws, and shall begin renovation and modification of the Hangar promptly following the Commencement Date (as hereinafter defined) and the satisfaction or waiver by Tenant of the Contingencies (as hereinafter defined). Completion, renovation and modification of the Hangar shall be evidenced by issuance of the New Certificate of Occupancy (as hereinafter defined). Tenant's obligations hereunder are contingent upon the satisfaction or waiver by Tenant in writing of the following contingencies (collectively "Contingencies "): (i) Tenant shall have received from Landlord written evidence of the successful completion of the Hangar Closing, including copies of the following executed documents: (A) a bill of sale or other reasonable documentation, evidencing Landlord's ownership of title to the Hangar and its acquisition of the Hangar from Grassy Strip, (B) termination of the Grassy Strip Agreement, and (C) termination of the Memorandum of Occupancy, (ii) Tenant shall have received written approval of the Plans from Landlord, (iii) Tenant shall have received the signed Consent and 2 SNDA from any mortgage holders (if any), (iv) Tenant shall have received from Landlord a copy of the Existing CO (Tenant acknowledges receipt of the same), (v) Tenant shall have from Landlord the executed Grantair Estoppel Certificate (as hereinafter defined), and rece the memorandum of the Underlying Sublease, shall be fully executed. Landlord shall cooperate with Tenant in connection with Tenant's applications for necessary permits, such as a building permit, including execution of forms and applications if necessary. C. Demise of Premises Access R, : hts. Landlord hereby leases, subleases the Hangar (and only the land directly upon which the Hangar is lo subleases and sub - accordance with the terms and provisions hereof cated) to Tenant in , together with the right of pedestrian and vehicular access to the Hangar and the Airport's terminal from Overseas Highway/LT.S. Highway No. I and together with the right of aircraft access to the Airport and the Airport's terminal, fuel depots, driveways, aprons, access roads, taxiways and runways (collectively "Access Rights") subject to any and all restrictions provided in the Underlying Lease and Underlying Sublease regarding the same. D. Termination Rights (Not Related to Hang c'1osin 1 Tenant shall provide Landlord with a complete set of the Plans following the Effective ____ e Date of this Sublease. Subject to the proviso at the end of this Section 1.13, Tenant may to notice to Landlord if W for any reason the Airport not heir rominate ort i this Sublease on written months, (ii) Underlying Lease and/or the Underlying Sublease expire ire o ar ea n ( 3) Tenant shall not have received (a) Landlord's and Monroe County's written ap mi tt ed f ( the ii Plans, (b) the necessary permits allowing renovation of the Hangar and (c) the new certificate of occupancy evidencing completion of renovation and modification of the Hangar in accordance with the terms hereof provided Tenant is in compliance with the t Certi erns of the plans ( "New ficate of Occupancy'), (iv) the Contingencies have not been satisfied or waived by Tenant (in writing) or (v) Landlord breaches this Sublease; provided, however, that before terminating this Sublease pursuant to subsections (ii), (iii), (iv) or (v) of this Section I D, Tenant shall provide Landlord with written notice specifying with reasonable clarity the basis for termination, and allowing Landlord 90 days from the date of such written notice within which to remedy or cure the deficiency which forms the basis upon which Tenant may terminate this Sublease, and if Landlord fails to cure such deficiency within such 90-day period, Tenant may terminate this Sublease on written notice to Landlord. E. Termination Rights ( Hangar Closingl At any time after expiration of the ninety (90) day Pre - Commencement Period, either Landlord or Tenant may terminate this Sublease on t accomplished the written notice to the other party (a "Termination Notice") if Landlord has no following prior to the date that the Termination No ti c ompleted the ce is given: W successfully c Hangar Closing, and (ii) given written notice thereof to Tenant (a "Notice of ullY with copies of the following executed documents: (A) a bill of sale or other e documentation, evidencing Landlord's ownership of title to the Hangar and its acquisition of the Hangar from Grassy Strip, (B) termination of the Grassy Strip Agreement, (C) termination of the Memorandum of Occupancy, and (D) the executed Underlying Sublease. Landlord shall use its best efforts to complete the Hangar Closing no later than the closing date set forth in the Hangar Contract. 3 2. Tenant's Right to Withhold Rent Payments In the event that Landlord has already purchased the Hangar, but Landlord has not provided all Section of the aforementioned items set forth in LE hereof, then Base Rent and all other sums due hereunder shall cease being payable until such time as all the items are provided. 3. Term The term of this Sublease (the "Term's shall consist of. (a) a pre - commencement period (the "Pre- Commencement Period') commencing upon the Effective Date, and expiring on the Commencement Date (or sooner, if this Sublease is earlier terminated in accordance with its terms); (b) an initial period (the "Initial Period') which shall commence on the Commencement Date, and shall expire on April 9, 2028; and (c) such renewal periods as may be mutually agreed - upon in writing between Landlord and Tenant. The tern "Commencement Date ", as used herein, shall mean the date when Landlord gives Tenant a valid Notice of Cl above), together with all documents required to be delivered together therewith, e including the following: (A) a bill of sale or other reasonable documentation, evidencing Landlord's acquisition of title to the Hangar from Grassy Strip, (B) termination of the Agreement, (C) termination of the Memorandum of Occupancy, and he executed Underlying Sublease (which has been fiunished to Tenant). Landlord d�and Tenant shall confirm at the appropriate time when the Commencement Date has begun. Tenant shall have access to the Hangar prior to the Commencement Date in order to be able to prepare the Plans and begin renovation of the Hangar. 4. Rent A. During the Initial Period, Tenant shall pay Landlord annual base rent in the amount of $144,000 ($12,000lmonth) ("Base Rent"). Unless this Sublease is terminated in accordance with the provisions hereof, Base Rent shall increase each year by an amount equal to 3% of the Base Rent for the previous year. Tenant's obligation to pay Base Rent shall begin on the first day of the month next following the Commencement Date. B. Tenant shall pay Landlord annual Base Rent in equal monthly installments on the first day of each month during the Initial Period. In the event Landlord has not received the full• amount of any payment of Base Rent within five (5) days from the date that said payment is due, Tenant shall pay a late charge to Landlord in the amount equal to 10% of said payment. The late charge shall be due and payable immediately but shall be paid only once on each late payment. Until further written notice is received by Tenant, all payments (including Base Rent) shall be sent to Landlord at the address set forth in the heading of this Sublease. In the event Monroe County becomes the Tenant's Landlord, the following Base Rent shall apply if agreed upon by Tenant and Monroe County: Base Rent may be received after the first 12 months following Monroe County being Tenant's Landlord, and annually thereafter, in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI -U) for the most recent 12 months available. C. In addition to the annual Base Rent paid in equal monthly installments, Tenant shall pay Landlord the monthly pro -rata portion of the cost of the insurance required under 4 Section 13.A. of this Lease unless Tenant obtains and pays for such insurers. If Landlord must procure the insurance set forth in Section l3 Ahereof, then Tenant shall reimburse Landlord via monthly pro -rata insurance payments, which shall be remitted along with the monthly Base Rent payments, provided that Landlord furnishes Tenant with written evidence of the cost of such insurance. 5. Management Fee Tenant shall pay to Landlord a monthly management fee in the amount of $1,000.00, which fee will be adjusted at yearly intervals as of January 1�` of each year by a number equal to the annual increase in the United States Department of Labor Consumer Price Index for the geographical area nearest that of the Hangar. 6. Taxes Landlord shall pay when due all real property taxes and assessments (and payments in lieu thereof) relating to the Hangar Property. Landlord shall rom tl Tenant with copies of receipts for all such taxes and assessments (and payments in lieu thereof) paid by Landlord. Tenant shall pay any sales tax imposed on Base Rent or otherwise required under Florida law. 7. Use of Hangar Tenant may use and occupy the Han and o �' soIely for the purposes of storing, maintaining, repairing, cleaning luting aircraft, and all other uses ancillary and incidental , writing to permit otherwise. thereto, in accordance with Section 19 hereof , unless and until the parties mutually agree in 8. Utility Expenses Landlord shall install separate utility meters at the Hangar, and shall ensure that all utilities (including water, electricity, telephone, computer and cable) and trash removal are available at the Hangar. Tenant agrees to pay all utility charges applicable to the Hangar. 9. Underlying L ease. A. Landlord shall be liable to Tenant for actual out -of- pocket damages incurred by Tenant (i.e., excluding consequential damages) in the event that the Underlying Lease and/or the Underlying Sublease terminates or expires due to Landlord's gross negligence or intentional action. B. As a condition of Tenant's obligations hereunder, Landlord shall obtain from Grantair and shall furnish Tenant an estoppel certificate and agreement in the form attached hereto as Exhibit D ( "Grantair Estoppel Certificate'). C. Landlord shall obtain consents and non - disturbance agreements from the holders of any and all leasehold mortgages /deeds of trust encumbering any and all leasehold and subleasehotd interests in the Hangar and land upon which the Hangar is located, including the Consent and SNDA, in the form of Exhibit C attached hereto. D. All references herein to Monroe County shall be deemed to include all successors, assigns and grantees of Monroe County. U 10. Repairs and M a i n t enance . A. Tenant shall be responsible for all repairs and maintenance of the Hangar made after the renovation and modification by Tenant; provided, however, that to the extent Landlord receives any insurance proceeds (as loss payee on any of the property and/or casualty insurance policies obtained by Tenant in accordance with Section 13 below), then Ten repair and maintain the Hangar pursuant to this Section 10 shall be sub ant's obligation to ject to Landlord making all insurance proceeds available to Tenant. Tenant shall be responsible to repair (at Tenant's sole expense) any and all design, construction, renovation and/or modification defects res the Hangar, including pertaining to the renovation of the Hangar undertaken by Ten=4 but not limited to all structural components thereof such as the roof, walls, ceilings, floors, doors and foundation, as well as all mechanical systems such as the heating, ventilating, air conditioning, plumbing, electrical, drainage and security systems. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to faulty construction by the Tenant, this Section will survive the expiration of the term of this Sublease. In no event shall Monroe County be responsible for any costs of repair necessitated by Tenant's faulty construction. Tenant does hereby covenant to keep the Hangar in clean and sanitary condition during the Term, and will comply with all Laws and directions of proper public officers in connection with Tenant's business operations at the Hangar, and will yield up the Hangar at the end of the Term, in good condition, ordinary wear and tear and casualty damage excepted. B. Inspection and Maintenance of the Hangar. by Monroe County Monroe County and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the Hangar to perform essential , repair, relocation, or removal of existing underground and overhead wirespipesdrainsecables and conduits now located on or across the Hangar, and to construct, maintain, repair, relocate, and remove such facilities in the future as necessary to cant' out the Master plan of development of the Airport; provided, however, that said work shall in no event unduly interfere with the operations of Tenant and shall, provided further, that the entire cost of such work, including but not limited to the cost of rebuilding, removing, relocating, protection or otherwise modifying any fixed improvements at any time erected or installed in or upon the Hangar. by Tenant, Monroe County or third parties, as a result of the exercise by Monroe Co all damage to such unty of its rights hereunder, and fixed improvements causes thereby, shall be borne by Monroe County. 11 • Alterations by Tenant Landlord agrees that Tenant may make, at its own expense, any minor nonstructural alterations, repairs, replacements or additions to the Hangar, provided: A. Any such alterations, repairs, replacements or additions shall not lessen the value of the Hangar; and, B. Tenant shall perform such alterations, repairs, replacements or additions, in accordance with all Laws and orders of all public or quasi- public authorities having jurisdiction thereof and in accordance with the rules and regulations of the local board of Fire Insurance Underwriters; and, 0 C. The Hangar shall at all times be kept free and clear of all mechanic's, rnaterialmen's, labor or other liens or claims of liens, and if any lien shall be filed against the Hangar, then the Tenant shall cause the same to be discharged; and D. At all reasonable times during the progress of such construction work Landlord, or persons authorized by Landlord, shall have the right to go upon the Hangar for the purpose of inspecting any construction work then in progress. Tenant covenants and agrees with Landlord that Tenant shall not make any material additions or alterations or structural changes in or about the Hangar, without first submitting plans and specifications thereof to Landlord, and obtaining the written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Upon obtaining such written approval, Tenant may make such additions or alterations at Tenant's sole cost and expense and subject to the obligations of sub- paragraphs (A) -(D) above, inclusive, and providing that such additions or alterations do not damage the Hangar or endanger its support or stability. Such additions, alterations or improvements ( except trade fixtures) put in at the expense of Tenant, as aforesaid, shall be and become a part of the Hangar at the termination of this Sublease, and therefore the property of Landlord. Tenant shall have the right to remove Tenant's trade fixtures provided the walls, floors and ceilings are restored to a condition similar to the condition existing on the Commencement Date. 12. Signs. Awnings and Canopies Tenant shall not place or maintain any sign, awning or canopy in, upon or outside the Hangar without first obtaining Landlord's written consent in each instance, which consent shall not unreasonably be withheld, conditioned or delayed and, if required under the Underlying Lease, the consent of Monroe County. Tenant shall maintain any such signs or other installation, as may be approved, in good condition and repair. 13. Insurance A. At all times during the Term, Tenant shall maintain at Tenant's sole cost and expense, the following types of insurance: (i) Fire and extended coverage multi-peril insurance in an amount equal to 100% of the full replacement cost of the Hangar and all furniture, fixtures and equipment located on the Hangar. Any policy providing such coverage shall contain the so- called special coverage all risk endorsement and the full replacement cost endorsement. (ii) Flood insurance, wind insurance and hurricane insurance in the maximum coverage available. (iii) Plate glass insurance on the Hangar in an amount sufficient to cover the value of the plate glass which is located on the Hangar. (iv) Builders risk insurance, for any improvements and/or construction undertaken by Tenant or its contractors. B. At all times during the Term, Tenant shall maintain at Tenant's sole cost and expense liability insurance for claims for personal injury or property damage under a policy of 7 general public liability insurance with limits of at least One Million and No /100 Dollars ($1,000,000.00) in respect to bodily injury and Five Hundred Thousand and No /100 Dollars ($500,000.00) for property damage. Coverage shall include as a minimum; Premises Op Products and Completed Operations, Blanket Contractual Liability, Personal Injury Liability d, Expanded Definition of Property Damage. C. At all times during the Term, Tenant shall maintain at Tenant's sole cost and expense Airport and Hangarkeepers legal liability insurance with limits of at least One Million and No /100 Dollars ($1,000,000.00). Policies for such insurance shall be in a form and with an insurer reasonably acceptable to Landlord and Tenant, and shall require at least fifteen (15) days written notice of termination or material alteration. If requested by either party, the other party shall from time to time promptly deliver certified copies or other evidence of such polices, and satisfactory evidence that all premiums hereon have been paid and the policies are in full force and effect. Landlord, Grantair, and Monroe County Board of County Commissioners shall be named as additional insureds (as their interests may appear) on all liability insurance policies required by this Section 13, and as loss payees (as their interests may appear) on all property or casualty policies. D. Prior to the commencement of the Initial Period and/or before renovation and modification of the Hangar has been completed by Landlord, Landlord shall maintain at its sole expense general Iiability. Landlord shall furnish copies of such policies, or certificates thereof, to Tenant. 14. Taking and Damages/Casualty A. In the event that a part of the Hangar is taken by reason of the exercise of the right of eminent domain by any public or quasi- public authority, or be conveyed in settlement of threatened eminent domain proceedings (both of which are referred to as a "Taking "), there shall be an equitable abatement of Base Rent and all other sums due hereunder. Such equitable abatement shall result in the decrease of Base Rent and other sums payable by the percentage decrease in the square footage of the Hangar resulting from the Taking. If the Taking involves the entire Hangar, or such a substantial and material portion of the Hangar as will reasonably preclude Tenant from operating Tenant's business at the Hangar, then this Sublease shall automatically terminate as of the date the condemning authority acquires possession of the Hangar. Tenant may terminate this Sublease if any Taking materially affects Tenant's parking or its Access Rights, unless Landlord provides uninterrupted alternate parking and Access Rights reasonably acceptable to Tenant. Landlord reserves unto itself all rights to damages accruing on account of any Taking of any part of the Hangar, or by reason of any act of any public or quasi - public authority for which damages are payable; provided, however, that Tenant may recover from the condemning authority moving expenses, business damages, loss of trade fixtures and the value of the unexpired Term (excluding any renewal periods which have not yet begun). B. If approximately fifty percent (50 %) or less of the Hangar is damaged or destroyed by fire, wind, flood or other cause, then Landlord shall with all due diligence repair and restore the Hangar. Until the repairs and restoration are complete, Base Rent and all other sums due hereunder shall abate in proportion to the portion of the Hangar that remains usable by 8 Tenant for its intended purposes (if there is total or substantial destruction of the Hangar, Base Rent and all other sums due hereunder shall totally abate). Notwithstanding the foregoing, if e th Hangar is totally, substantially or more than 50% destroyed, then either Tenant or Landlord may elect to totally rebuild the Hangar or either party may terminate this Sublease provided said terminating party gives the other party thirty (30) days written notice of such termination; provided, however, that if Tenant elects to rebuild the Hangar, this Sublease shall remain in effect, and all property and casualty insurance proceeds shall be made available to Tenant. In the event Landlord rebuilds the Hangar under this Section 14.B., then provided Landlord has not made any progress or a good faith effort to repair the damage, Tenant may also terminate this Sublease if Landlord does not complete restoration within nine (9) months following the date that the damage occurred to the Hangar. If Tenant terminates this Sublease, the insurance proceeds may be used by Landlord to rebuild the Hangar or to pay off Landlord's mortgage or Landlord's obligations to Grantair or Monroe County under the Underlying Lease or Underlying Sublease (as applicable). If the damage occurs during the last two (2) years of the Initial Period, Tenant may terminate this Lease on written notice to Landlord. 15. Default /Remedies A. The following events shall be deemed to be events of default by Tenant under this Sublease: (1) if Tenant shall fail to pay any installment of Base Rent within five (5) days following the due date therefor (provided, however, that Landlord agrees to give Tenant written notice of default with respect to the first [ 1 s `] default in any consecutive twelve [ 12] month period, and Tenant shall not be in default if Tenant pays the installment within five (5) days of Tenant's receipt of Landlord's written notice; no notice shall be required for any subsequent default within said twelve [12] month period); (2) if Tenant shall fail to pay any other sum other than Base Rent within five (5) days following receipt by Tenant of written notice that any such payment is past due; (3) if Tenant shall fail to comply within a reasonable time (but not longer than thirty (30) days from receiving written notice from Landlord) of such failure with any other term, provision, condition or covenant of this Sublease; provided, however, that Tenant shall not be in default if the cure cannot be completed within thirty (30) days so long as Tenant commences the cure within such 30 -day period and thereafter diligently completes the cure; (4) if Tenant shall desert, abandon or vacate the Hangar for a consecutive period of sixty (60) days; (5) if any petition shall be filed by or against Tenant under any section or chapter of the present or any future Federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof (and if against Tenant such petition is not discharged in sixty (60) days), or Tenant shall be adjudged bankrupt or insolvent in proceedings file under any section or chapter of the present or any future Federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof, (6) if Tenant shall become insolvent or make a transfer in fraud of creditors; (7) if Tenant shall make an assignment for the benefit of creditors; or (8) if a receiver or trustee shall be appointed for Tenant or any of the assets of Tenant. B. Upon occurrence of any event of default, Landlord shall have the option to do any one or more of the following: W Terminate this Sublease, in which event Tenant shall immediately surrender the Hangar to Landlord, but if Tenant shall fail so to do, Landlord may enter upon and W take possession of the Hangar and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefor. (ii) Enter upon and take possession of the Hangar as the agent of Tenant without being liable to prosecution or any claim for damages therefor, and Landlord may relet the Hangar as the agent of Tenant and receive the rent thereof, in which event Tenant shall pay to Landlord on demand the reasonable cost of renovating, repairing and altering the Hangar for use by a new tenant as an aircraft hangar, and recover any deficiency that may arise by reason of such reletting; provided, however, that Landlord shall make a good faith effort to relet the Hangar in order to mitigate damages. (iii) Landlord may declare all of the rent due hereunder for the duration of the Term immediately due and payable. Upon such declaration, Landlord shall be entitled to proceed to collect all unpaid Rent by distress or other procedure, except that this remedy of acceleration shall not apply if Tenant is delayed in making payment by virtue of a Force Majeure. A "Force Majeure" involves delays caused by acts of God (such as floods and hurricanes), fire or other casualty, strikes, labor disputes, riots, terrorism or government action. Notwithstanding the foregoing, in the event that Landlord receives any rent, additional rent or other sums from any third party applicable to the Initial Period and/or the Hangar (or any portion thereof), Landlord may promptly credit all such rent, additional rent and other sums to the accelerated Base Rent paid by Tenant, and Landlord shall make immediate payment to Tenant on account thereof. This obligation of Landlord shall survive the expiration and/or termination of this Sublease. (iv) Landlord may perform Tenant's obligations under this Sublease, and may enter the Hangar without being liable to prosecution or any claim for damages therefor in order to accomplish this purpose. Tenant agrees to reimburse Landlord immediately upon demand for any reasonable expenses which Landlord may incur thus effecting compliance with this Sublease on behalf of Tenant, and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law. C. In the event of a default hereunder by Landlord, Landlord shall be liable to Tenant for all actual out of pocket damages incurred by Tenant (excluding consequential damages). 16. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Base Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Base Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's rights to recover the balance of such Base Rent or pursue any other remedy in this Sublease provided. 10 17. Quiet En'ovment Landlord covenants that so long as Tenant pays the Base Rent and any other sums due under this Sublease, and performs its agreements hereunder, Tenant shall have the right to quietly enjoy and use the Hangar for the Term, subject to the provisions hereof. IS. Holdi Xg Over Any holding over after the expiration of the Term shall be construed to be a tenancy -at -will at 150% of the Base Rent herein specified (prorated on a daily basis) and shall otherwise be on the terms herein specified so far as applicable. Acceptance of any Base Rent after a holdover begins shall not be deemed to renew this Sublease nor shall this provision be deemed a waiver of Landlord's right to terminate Tenant's tenancy or to pursue other remedied for Tenant's failure to vacate. 19. Parking A. Tenant shall have the right to use the parking areas on the Hangar property. B. Tenant will comply with reasonable rules and regulations established by Landlord regarding the parking of Tenant and it employees. 19. Tenant to Observe Laws Rules and Re ulations. With the exception of any provisions herein to the contrary, Tenant agrees, insofar as applicable to Tenant's responsibility during the term of this Sublease, to promptly observe, comply with and execute at its own cost and expense all Laws relating to the use of the Hangar by Tenant. Tenant, however, may contest, review or Weal any governmental orders and directions provided Tenant shall, prior to contesting the same, notify Landlord in writing of its intention to do so, and provided that all such proceedings shall be promptly commenced by Tenant and diligently prosecuted by Tenant at its expense to a speedy and final conclusion. 20. Other Rules and Reeulations A. Compliance. In connection with Tenant's use of the Hangar, Tenant shall comply with the Minimum Standards for Commercial Aeronautical Activities by Fixed Base Operators and Other Aeronautical Service Providers at Monroe County Airport and all ordinances of the County, including any reasonable rules and regulations with respect to use of Airport property, as the same may be amended from time to time (which rules, regulations and amendments are furnished to Tenant), all additional laws, statutes, ordinances, regulations and rules of the federal, state and county governments, and any and all plans and programs developed in compliance therewith, which may be applicable to its operations, including specifically, without limiting the generality thereof, federal air and safety laws and regulations and federal, state , and county environmental, hazardous waste and materials and natural resources laws, regulations and permits and FAA Airport Improvement Program Grant Compliance requirements. This Sublease is subordinate to the County's obligations under federal aviation law and contractual commitments to the federal government. Upon a formal written declaration by the Federal Aviation Administration ("FAA') that a term or provision of this Sublease is inconsistent with federal aviation law or a contractual commitment to the FAA, the impermissible term shall be severed, without affecting the remainder of this Sublease. The parties may agree to amend this Sublease as provided herein as necessary to comply with the FAA's formal written declaration. I B. Violations. Tenant agrees to pay on behalf of Monroe County any penalty, assessment, or fine, issued against Monroe County, or to defend in the name of Monroe County MY claim, assessment, or civil office of the action, which may be presented or initiated by any agency or federal, state, or county governments, based in whole or substantial part upon a claim or allegation that Tenant, its agents, employees or invitees have violated any law, ordinance, regulation, rule or directives described in Section 20.A. above respecting Tenant's use of the Hangar. 21. Environmental. A. Neither Landlord nor Tenant shall release any Hazardous Material in, on or under the Hangar. "Hazardous Material" shall mean without limitation, any flammable, explosive or radioactive material, lead paint, asbestos or asbestos containing material, urea formaldehyde, polychlorinated biphenyl, fungal microorganism or component thereof (including, with limitation, Stachybotrys chartarum Aspergillus/Pennicilium, Trichoderma, Fusarim, Cylindrocarpon, Acremonium, Trichothecium, Myrothecium or Alternaria, and/or any micotoxins produced by fungal microorganisms) capable of causing lmo neurological or other illnesses after exposure, g P �', respiratory , xpo ,petroleum or petroleum product or constituent, methane, hazardous material, hazardous waste or any other hazardous pr r toxic substance or O r related material, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § §9601, et s Transportation Act, as amended (49 U.S.C. q �• ), the Hazardous Materials ppendix § §1801, et seq.), the Resource Conservation and Recovery Act, as amended, (42 U.S.C. § §9601, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. § §2601, et. seq.), or any other federal, state or local laws and regulations regulating the environment. B. Tenant shall not be liable or responsible for any environmental contamination of the Hangar not caused by Tenant; nor shall Tenant be liable or responsible for the condition of the Hangar as exists prior to the date that Tenant occupies the Hangar. Ldlord s l b hal responsible for any investigation, response, remediation and/or clean -up of Hazardous an Ma e on and/or under, and/or environmental contamination of terial , the Hangar not caused by Tenant and/or that already existed prior to the date that Tenant occupies the Hangar. C. Tenant shall defend, indemnify and hold harmless Landlord from any and all claims, orders, demands, causes of action, damages, proceedings, ud losses, fines, penalties, costs and expenses (including, without limitatio consultant�fees il court costs and reasonable legal fees) arising out of any Hazardous Material in the Hangar that was brought upon the Hangar by Tenant (or its agents, employees or contractors). This indemnification obligation shall not apply to (i) the condition of the Hangar as existed prior to Tenant's occupancy of the Hangar or (ii) the release of any Hazardous Material on, or the contamination of all or any part of the Hangar not caused by Tenant (or its agents, employees, contractors, customers or in the course of business of Tenant). D. Landlord shall defend, indemnify and hold harmless Tenant from any and all claims, orders, demands, causes of action, damages, proceedings, judgments, suits, liabilities, losses, fines, penalties, costs and expenses (including, without limitation, consultant fees, court costs and reasonable legal fees) arising out of (a) Hazardous Material on, in or under the Hangar 12 (and/or the land on which the Hangar is built) that is or was brought upon, in or under the Hang (and/or the land on which the Hangar is built) by Landlord (or its agents, employees or contractors) or any third party other than Tenant (or Tenant's agents, employees or contr and/or (b) Hazardous Material that was already present on or under the Hangar prior to the date that Tenant occupies the Hangar, E. Tenant shall not construct or install any underground or above - ground f uel tanks, tanks, try upon Hangar Tenant agrees that Landlord may at n reaso during the business hours of Tenant, after first providing Tenant with re ason able notice, enter specting the same, upon the Hangar for the purpose of i ne, or to make necess Landlord is obligated to make such repairs or where Tenant is delinquent in making rep repairs is obligated to make. Tenant further agrees to allow Landlord to enter upon the Hangar at all reasonable times after first providing Tenant with reasonable notice, for the purpose of installing or servicing electrical wiring, telephone cables, water transmission lines. and sewer lines, or other similar 23. Assignment and Subletting This Sublease shall bind and shall inure to the benefit of the parties hereto and their respective successors and assigns, assignees of Landlord and purchasers of n and shall bind all grantees and grantee of all or any part of the Hangar shall acquire lo same su subject to this Sublease. d/or not assign this Sublease, or sublet the Hangar or n Tenant may written consent, which consent shall not unreasonably be withheld ,vcnditioLneeddlorddelar�Y ed provided said assignment does not violate any applicable Monroe Coun the Underlying Lease . The written consent by Landlord to assignm ty rules or regulations or or such consent to subsequent assig r sublease shall not Receipt by Landlord of Base Rent hereunder from an y an nt g ena h constitute a waiver of the necessity fsublease. deemed to be consent to any such assig Y pa o r r other than Tit shall not be elieve Ten o f i pay Base Rent or other charges under this Sublease. Tenant may assign this Su is obligation to the Hangar or any part thereoi; to any parent, subsidiary sublet consent provided that Tenant will still remain liable for affiliate and obligations un ord Sublease irrespective of any such assignment or sublet. Landlord's co nsent shall not be required in connection with any assignment related to a sale or transfer of Tenant's assets or stock. compel 24. Performance b Landlord of Tenant's Obli ations. In the event Landlord shall pay or be led to pay a sum of money, or to do any act which requires the payment of any money, by reason of the failure of Tenant to perform one or more of the covenants herein contained to be kept and performed by Tenant, then in such event, the sum or sums so paid by Landlord, together with all interest, expense or obligations incurred b rent and shall be added to the Base Rent becoming due and shall be collectible in the i ame s manner and with the same remedies as if they had been rents originally reserved, same 25. Indemnification. A. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, liabilities, damages and expenses (in respecting personal injury and/or property damage arisingfrom the u e orr o cupnc s of the Y 13 Flanges' by Tenant, and any other parties at any time utilizing the Hangar through Tenant, other than those claims related to or arising out of Landlord's willful misconduct. acts, omissions, gross negligence or B. Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all claims, liabilities, damages and expenses (including reasonably attorneys' fees) relating to (i) Landlord's (and Landlord's agents', employees' and contractors' and/or willful misconduct and (ii) any breach of any material representation, gross anty or covenant of Landlord set forth herein that cannot be cured by Landlord within sixty (60) days of Landlord receiving notice of such breach from Tenant, including Landlord's representation and warranty that Landlord is the current lessee under the Underlying Lease. This subsection shall not apply to Monroe County in the event the Landlord defaults and Monroe County becomes the Landlord under this Sublease. 26. 1Votices All notices, requests, demands, and Other communications pertaining to this Sublease shall be in writing and shall be deemed duly sent by facsimile transmission (provided that the sender thereof has confirmation of r t the intended recipient), (b) on the day when delivered p Y by Federal Express or other nationally personallY (which shall include delivery Y reo gnized, reputable overnight courier service that issues a receipt or other confirmation of delivery) and/or (c) three (3) days after any such notice was given by certified U.S. mail, return receipt requested, postage prepaid, addressed as follows: If to Landlord: Bill Ehrhom Marathon Aviation Associates, LLC 8800 Overseas Highway Marathon, FL 33050 With a copy to: David S. Band, Esq. One South School Avenue, Suite 500 Sarasota, FL 34237 If to Tenant: William E. Grieshober, jr., Esq. Rich Products Corporation 1150 Niagara Street Buffalo, NY 14213 14 With a copy to: John A. Pappano, Esq. Phillips Lytle LLP 3400 HSBC Center Buffalo, NY 14203 party. Effective notices hereunder may be given by either party's counsel on behalf of such 27. Waiver In the event Landlord does not insist on a strict performance of any of the terms and conditions hereof, such decision shall not be deemed a waiver of the rights or remedies that Landlord shall have to insist upon strict performance of any such terms or conditions in the future or any other conditions and terms of this Sublease. 28. Entire Agreement• Severability This Sublease, and any exhibits annexed hereto, contains the entire agreement between Landlord and Tenant, and any agreement hereafte r m ade between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Sublease, in whole or in part, unless such agreement is in writing and signed by both Landlord and Tenant. If any term or provision of this Sublease or the application thereof to any present or future circumstances, to any extent, be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Sublease shall be in full force and effect, and only the provision found to be unenforceable shall be stricken from the terms hereof. 29. Governi a LLaw• Venue This Sublease shall be governed by the internal laws of the State of Florida, without regard to the principles of conflicts of laws, with venue in Monroe County. 30. Invalidity of Any Provisions If any term, covenant, condition or provision of this Sublease shall be held to any extent to be invalid or unenforceable under applicable law, the remaining terms, covenants, conditions and provisions of this Sublease shall not be affected thereby and shall remain in full force and effect. 31. Waiver of Jury Trial Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other or any matters whatsoever arising out of or in any way connected with this Sublease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Hangar, and/or claim of injury or damage. 32. Legal Expenses Should either party employ an attorney or attorneys to interpret or enforce any of the provisions hereof, or to protect its interest in any matter involving, arising out of, or otherwise relating to this Sublease, or to recover damages for the breach of this Sublease, the party prevailing shall be entitle to recover from the other party all reasonable fees, costs, charges and expenses, including but not limited to, attorney and legal assistant fees, expended or incurred in connection therewith from the initial request for redress through trial, appeal and collection. 15 3 3. Relationship of the Parties Nothing herein contained shall be deemed or construed as creating the relationship of principal and agent or of partnership or joint venture between Landlord and Tenant; it being understood and agreed that neither the method of computing. Base Rent nor any other provision contained herein nor any acts of Landlord and Tenant shall be deemed to create any relationship between the parties other than that of Landlord and Tenant. 34. Counterparts This Sublease may be signed in counterparts, and by facsimile or e-mail signatures, which originals, facsimile and/or e-mail counterparts shall be deemed originals for all Purposes, and which together shall be deemed one agreement. 35. Miscellaneous, Captions The masculine, feminine or neuter gender, wherever used herein, shall be deemed to include the masculine, feminine and neuter whenever and wherever applicable herein. Whenever the singular is used it shall be deemed to include the plural whenever and wherever applicable herein. Captions and headings in this Sublease are for convenience. They do not define or limit the scope of any provision set forth herein. 36. Memorandum of Sublease Upon execution of this Sublease, Landlord and Tenant shall execute a memorandum of sublease in the form attached hereto as Exhibit E ( "Memorandum"). Landlord or Tenant shall record the Memorandum in the Public Records of Monroe County. If not already recorded, memoranda of the Underlying Lease and Underlying Sublease shall also be recorded in the Public Records of Monroe County. All recording fees and taxes required to be paid in connection with this Section 36 shall be paid by Landlord. 37. Survival The indemnification obligations set forth herein, and Landlord's representations and warranties shall survive the expiration or earlier termination of this Sublease, for a period of nine (9) months. 38. FAA Required Clauses A. Tenant for itself and its successors in interest and assigns, and ree that i no a p f the consideration hereof, does hereby covenant a8 () person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Hangar, (ii) that in the construction of any improvements on, over or under the Hangar and the furnishing or services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination (iii) that Tenant shall use the Hangar in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Landlord and Monroe County shall have the right to terminate this Sublease and to re -enter the Hangar as if this Sublease had never been made or issued. This provision shall not be effective until the procedures of Title 49, Code of Federal Regulation, Part 21 are followed and cometed including exercise or expiration of appeal rights. pl 16 B. It shall be a condition of this Sublease that Monroe County reserves for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the Hangar, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the Airport. C. Tenant expressly agrees for itself, its successors and a ss i gns , of structures, objects of natural growth and other obstructions on the Hangar to such height m as t to comply with Federal Aviation Regulations, Part 77. Tenant expressly agrees for itself, its successors and assigns, to prevent any use of the Hangar which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an Airport hazard. D. This Sublease and all provisions hereof are subject to any ordinances, rules or regulation which have been, or may hereafter be adopted by, Monroe County pertaining to the Airport. 17 IN WITNESS WHEREOF, Landlord and and year first above written. Tenant have signed this Sublease as of the day "LANDLORD" MARATHON AVIATION ASSOCIATES, LLC By: Ls c Name: : \ o� wt �� Title: ate "TENANT" RICH AVIATION, INC. By. N Q/ Date Titl . V SAgi Doc #01-229951g.26 18 EXHIBIT A (First Pale) LEt.`& OESC WqM (LEASE AREA). Jet Port Center. A portion of land located at Marathon Airport, and being a part of. Section i, To South. Range 32 �1. K Voco descr#md as follows: ^tY• Florida and beirig , more par tkut r ship NI:Mp at o N.O.S. Itori:ontol control State Plane Coordinates ore N 142029.09 and 838 6pei 9 the and wh C ose F for 20.09 /eat to the Point of Beginning (N 142009.67 (1963/90): S 14'49'3 slang the edge of on asphalt surface for 704.93 feet ( Ns14228848. E 6nee N 87 t '(5 thence S 22'55'52' Et 238.58 feet to o chain link (once (N 142061.75. E 713.33 J. L S 87'08'42" W and along the 1014 chain rink fence of a asphalt surface for 704.44 feet 38808.21 6381 59.14 ): thence N 23'02'48" W and along an edge 1788, 1 . feet to the Point of Beginning. Containing 1 Square Foot or 3.87 Acres, more or loss. for 240.74 C c R t ! the be Is bm tschn(avf atondards opted by Florida elute Se on 472.0 on there o on F H. II.DEBRANO (is of Land SurMor No. 2749 Pro lea of Engineer No. 36810 State of FbrNo .7KU OC cornp L�a p, p n IoB 1,pa� 8 10 1w0 of L drjs (clef $ 2crf g O the rnint"n R Amerkon Land Title Ass%doftonapand that 7--8. dess shown hereon. I N NOT VALIO UNLESS EMBOSSW VAT" RAtSEO SEAL do SIGNATURE NAT7etCh C Sheet 2 0: Mn Airport, Marathon. Florida W accomp any Legal Description D"n "• 98- 43� -01 FREDER'CK H, HWEBRANOT seae: 1's-200' Ref, nood poi— �. 04ONM PLV#gR SURVEYOR t —r 0"n. : r.H. Oola: 1�28�98 Hood tone: rood Chv. 3130 Nonhsd. Orwe IICNSrOrM MD /0N I'JOr11Cn• SWA4 for I /C /SL ta�y;r heut.ep Key prd, rL 33Ce0 ro.. OW-) t�s• -O•r3r l• f EXHIBIT A (Second Page) W 2 � 1 IN 121 MM , ~ A ~ Area of rea property as desWbed in 6d�ib� and abut V ft west M* of the coma* leased dlmenslor�s of 240. 105' gybed herdn by Ww"Ioe. Thb 240' x 105' real ftlblt Ala is attached aW site of a County app"Md �d 11,i�0 Y tee f or the mporat+e hangar, almraft Usdowns, and awatlon acu t only. square toot s a �` �� �� _•-.: t _ �� f Z. - -� � ter. � :Nt - IW EXHIBIT B SUBLEASE AGREEMENT (this "Sublease ") by and between GRANTAIR SERVICE, INC., a Florida corporation (" Sublandlord"), and MARATHON AVIATION ASSOCIATES, LLC, a Florida limited liability company ("Subtenanel. The "Effective Date" of this Sublease shall be the date when this Sublease is executed by the last party hereto. RECITALS: A. Monroe County, Florida, a political subdivision of the State of Florida ("Monroe County') is the fee simple owner of that certain parcel of real property described in Annex 1 attached hereto (the "Overall Property"). B. Pursuant to a lease agreement entitled Marathon Fixed Base Operator (FBO) Agreement dated effective April 10, 1998, as amended by a Sixth Amendment dated September 28, 2005 (which rescinded all prior amendments), and by a Seventh Amendment dated February 21, 2007 (collectively, the "Prime Lease'), Monroe County leased the Overall Property to Sublandlord. C. A portion of the Overall Property consists of an approximately 240 by 105 foot parcel of land, as said parcel is described on Annex 2 hereto and depicted on Annex 3 hereto (the foregoing parcel, together with all improvements thercon and all easements, appurtenances, rights and privileges appertaining thereto, the "Premises" and/or the "Hangar Property"). D. Subhodlord desires to sublease the Premises to Subtenant, and Subtenant desires to sublease the Premises from Sublandlord pursuant to the provisions of this Sublease. NOW, T11 EFORE, in consideration of the foregoing recitals, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. LEASE OF PREMISES. Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Premises. 2. SUBLEASE TERM AND COMMENCEMENT DATE. (a) ,Tenn The initial term of this Sublease (the "Initial Terra') shall commence on the Commencement Date (as defined below), and shall terminate on Aprll 9, 2028 (the "Termination Date', unless otherwise extended by the mutual agreement of Sublandlord and Subtenant upon the expiration of the Initial Terra. This Sublease is subject to all of the terms and conditions of the Prime Lease, a copy of which Subtenant acknowledges having received (b) Commencement Date The term "Commencement Date" shall mean the date of the Hangar Closing (as defined below), so long as a Notice of Closing (as defined below) is given to Sublandlord on or before expiration of the Pre- Commencement Period (as defined below). The parties acknowledge that Subtenant either has already entered into, or is in active negotiations to enter into, an agreement (the "Hangar Contract") with Grassy Strip, LLC ("Grassy Strip"). At a closing to take place pursuant to the Hangar Contract (the "Hangar Closing "), Grassy Strip will (1) convey to Subtenant all of Grassy Strip's right, title and interest in and to the aircraft hangar constructed by Grassy Strip on the Premises (the "Hangar"), (ii) terminate the Construction and Operation Agreement (the "Hangar Operation Agreement') between Grassy Strip and Sublandlord (Grantair), and (iii) teaninate the Memorandum of Ocatpancy and Use, which was executed pcnauant to the Hangar Operation Agreement. Upon completion of the Hangar Closing, Subtenant shall send written notice to Sublandlord that the Hangar Closing Is completed (a "Notice of Closing'). The Notice of Closing may be given at any time daring the period beginning on the Effective Date and expiring on the date which is ninety (90) days after the Effective Date ( the "Pre- Commencement Period"). If no Notice of Closing is given on or before expiration of the Pre- Commencement Period, then this Sublease shall automatically expire, without any action by any party hereto, upon expiration of said Pro- Commencement Period If a Notice of Closing is timely given, then the Initial Term shall begin as of the date of the Hangar Closing (which shall be the Commencement Date). 3. RENT. The annual base rent for the Premises shall be an amount equal to the annual rent payable by Sublandlord to Monroe County for the Premises under the terns of the Prime. Lease (the `Base Rent'), together with any sales tax imposed by the State of Florida. In addition, Subtenant agrees to pay to Sublandlord any and ail amounts or charges other than Base Rent (e.g., fuel flowage fees, property taxes if applicable, etc.) for which Sublandlord is obligated to make payments to Monroe County with respect to the Premises under the terms of the Prime Lease (collectively, "Additional Rent'), together with any sales tau imposed by the State of Florida. If and to the extent that Subtenant is late in making any payments of Base Rent or Additional Rent to Sublandlord hexeundet, then Subtenant shall be liable for paying late fees and other charges to Sublandlord, in such amounts as am the same as any late fees or other charges which Sublandlord is liable to Monroe County under the terms of the Prime Lease. 4. USE. Subtenant shall be permitted to use the Premises for any and all uses that are permitted to be made of the Premises under the terms of the Prime Lease, and subject to any limitations thereon as set forth in said Prime Lease (including any exhibits thereto and/or any laws, rules, regulations and/or ordinances to which the Premises are subject). S. ADDITIONAL OBLIGATIONS. Subtenant hereby undertakes to assume any and all other obligations, in favor of Sublandlord, for which Sublandlord has an obligation in favor of Monroe County (with respect to the Premises) under the tams of the Prime Lease. Without limiting the generality of the foregoing, Subtenant hereby undertakes: (a) to keep the Premises in good order and condition, to the same extent that Sublandlord has obligated itself to Monroe County under the terms of the Prime Lease; (b) to comply with all governmental laws, rules, regulations, ordinances, decrees, etc., to the same extent that Sublandlord has obligated itself to Monroe County under the terms of the Prime Lease; (c) to secure and maintain any and all insurance policies with respect to the Premises, to the same extent that Sublandlord has 2 4 . agreed to secure and maintain the some under the terms of the Prime Lease (including the provision of any and all endorsements in favor of Monroe County and Sublandlord), and to comply with all orders, rules and regulations of the Board of Underwriters and of any insurance companies insuring the Premises; (d) to pay all taxes and assessments, including any sales or use taxes, imposed or levied by any governmental agency with respect to Subtenant's operations, to the same extent that Sublandlord has obligated itself to Monroe County under the terms of the Prime Lease, and (e) to comply with any and all limitations, conditions or restrictions as Sublandlord may be subject to Monroe County under the terms of the Prime Lease. 6. ASSIGNMENTISUBLETI7NG. Provided Subtenant is not in default of this Sublease, Subtenant shall be permitted to assign this Sublease, or sublet all or any part of the Premises, upon obtaining the prior written consent of Sublandlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding any assignment or sublease, Subtenant shall remain fully primarily liable hereunder and shall not be released from any obligations or performing any of the terms of this Sublease. Sublandlord hereby preapproves of Subtenant entering into a Sublease with Rich Aviation, Inc., substantially upon the terms and conditions set forth in the draft Subic= Agreement attached as Annex 4 hereto. 7. LIABU ITY/INDEMNIFICATION A. Subtenant shall indemnify Sublandlord and hold it harmless from suits, actions, damages, Iiability and expenses in connection with loss of life, bodily or personal injury or property damages arising from or out of the use or occupancy of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Subtenant, its agents, contractors, employers, servants, invitees, licensees or concessionaires, including the sidewalks, the parking facilities, and facilities within any buildings located thereon, except in the can of negligence on the part of Sublandlord or their respective employees, servants and agents; B. Subtenant shall store its property in and shall occupy the Premises at its own risk and releases Sublandlord, to full extent permitted by law, from all claims of every kind, resulting in loss of life, personal or bodily injury or property damage; and C. Sublandlord shall not be responsible or liable at any time or any loss or damage to Subtenant's equipment, fixtures, and other personal property of Subtenant or to Subtenant's business. 8. DEFAULT AND REMEDIES. A. Events of Default. Tie following events shall be deemed to be events of default by Subtenant under this Sublease: (i) Subtenant shall fail to pay any Base Rent, Additional Ran or other sums payable by Subtenant hereunder as and when such rents or other sums become due and payable; (ii) Subtenant shall fail to comply with any other obligation of Subtenant hereunder, which failure shall have the effect of causing Sublandlord to be in default to Monroe County under the terms of the Prime Lease; or (iii) any other circumstance shall occur 3 I x with respect to Subtenant (e.g., if a receiver or trustee shall be appointed in any bankruptcy proceeding) which shall have the effect of causing Sublandlord to be in default to Monroe County under the terms of the Prime Lease.. B. R alncW es At any time after the occurrence of an Event of Default, Sublandlord shall have the right to exercise any and all remedies against Subtenant (including termination) which Monroe County may exercise against Sublandlord for the same Event of Default, and subject to any notice requirements set forth in the Prime Lease (i.e., if and to the extent that Monroe County shall have the obligation to notify Sublandlord of any Event of Default under the terns of the Prime Lease, then Sublandlord shall Qewise have the same obligation to notify Subtenant of such Event of Default under the terms of this Sublease). 9. SUBORDINATION. This Sublease and the Subtenant's interest hereunder shall be subject and subordinate to any mortgage, leasehold mortgage, deed of trust, or any method of financing or refinancing now or hereafter placed against the Overall Property and/or the Premises and/or any and all of the buildings now or hereafter built, and to all renewals, modifications, replacements, consolidations and extensions thereof. 10. ATTORNMENT. Subtenant shall in the event of the sale or assignment of Sublandlord's interest in the Premises, or in the event of an y proceedirgps brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Sublandlord covering the Premises, attorn to the purchasers or foreclosing mortgagee and recognized such purchaser or foreclosing mortgagee as Sublandlord under this Sublease. i 1. NO WAIVER Failure of Sublandlord or Subtenant to insist upon the strict performance of any provision of this Sublease or to exercise any option or any rules and regulations herein contained shall not be construed as a waiver for the future of any such provision, rule or option. The receipt by Sublandlord of rent with knowledge of the breach of any provision of this Sublease shall not be deemed a waiver of such breach. No provision of this Sublease shall be deemed to have been waived unless such waiver is in writing signed by the party seeking to enforce such provision. 12. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided, all provisions herein shall be binding upon and shall inure to the benefit of the parties, their legal representative, successors and assigns. 13. ENTIRE AGREEMENT, ETC. This Sublease and the Exhibits, Annexes, Riders and/or Addenda, if any attached, set forth the entire agreement between the parties. Any prior conversations or writing are merged herein and extinguished. 14. GOVERNING LAW, VENUE. This agreement shall be governed in all respect by the laws of the State of Florida, and the parties agree that the appropriate venue for any lawsuit involving issues arising from this agreement shall be Monroe County, Florida. a x 15. WAIVER OF JURY TRIAL. SUBLANDLORD AND SUBTENANT HEREBY WAIVE, TO THE EXTENT NOT PROHIBITED BY LAW, THE RIGHT TO A JURY TRIAL IN ANY ACTION, SUMMARY PROCEEDING, OR LEGAL PROCEEDING BETWEEN OR AMONG THE PARTIES OR THEIR SUCCESSORS ARISING OUT OF THIS SUBLEASE, SUBTENANT'S RIGHT OF OCCUPANCY OF THE PREMISES, OR SUBTENANT'S RIGHT TO OCCUPY THE PREMISES. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this day and year first above written. W' ewes: p�a—bb - Print Name: i •j -ro GRANTAIR SERVICE, INC., it Florida corporation William O. Ehrhorn, President Ic : April 15, 2010 Print Name: Sabtenant �CJ�1�d Print Name : U v c. ea. A I O-J dd tip, P ' t Name. d 'g MARATHON AVIATION ASSOCIATES, LLC, a Flo . a limited liability company By: William O. Ehrtgny Manager Dated: Apr111,f, 2010 L. qO ANNE I. (Overall Property) t.EC/4f_. OESORIPMR (LEASE AREA). Jet Port Center. A portion of land located at Marathon Atfport. and being 6 port of Section 1. Township Be South. Range 32 East, 'Key Yoeo, Monroe County. Florida and bairtq more porticularly described as Mawr. East,; Kay of a N.O.S. Horizontal control monument stomyed WHO 1989, and whose Florid, State Plana Coordinates are N 142029.09 and E 830059.76 (1983/90); thence S 14'49'33" E for 20.09 feet to the Point of Beginning ( •N 142009.67. E 638064,90 ); thence N 67'19'19" E along the ed ?e of an asphalt surface for 704.93 feet ( N 142281.46, E 838719,33 r thence S 22'35 52' E for 238.58 feet to a chain fink fence ( N 142061.75, E 838808.28); thanes S 67'08'42' W and along the said chain link fence for 704.44 feet ( N 141788.14. E 638139.14 ) thence N 23 0248' W • and along an edge of a asphalt surface for 240.74 feet to the Point of Beginning. C60ainin9 188,872.27 Square Feet or 3.87 Acres. more or less. Area of real property as described in Exhibit ALA, having the dimensions of 24Q x 105' . and abutting die west'side Of the current leased ate. Exhibit Ala is attached and site o In corporated herein by reference. This 240' x 105' real Property may be � for the approved newly constructed 11,800 (approximately) square foot corporate hangar, aircraft tiedowns, and aviation activity only, 6 ANNEX 2 (The Premisew Iangar Property) (Legal Description) Area of real property as described In Exhibit A1A, having the dimensions of 240 x 105' and abutting the west'side of ttte current leased area. Exhibit Ala Is attached and Incorporated herein by reference. This 240' x 105' real property may be used for the site of a County approved newly constnxted 11,800 (approximately) square foot corporate hangar, aircraft tiedowns, and aviation activity only. F 7 - 00 I f 0 r :< T � s ►..- Co M. 0 (The Premise lfius! ar Property} (survoyAkpiction)