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Item C06
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date- C 9/17/2014 - Division, Count Administrator y Bulk Item, Yes Department- Aim its Staff Contact Person[Phone #- Peter I-Torton 809-5200 AGENDA ITEM WORDING: Approval of Collateral Assignment of Lease and Sublease by Marathon Aviation Associates, LLC, a Florida limited liability company, hereinafter ASSIGNOR and CENTENNIAL BANK, an Arkansas corporation, hereinafter ASSIGNEE. ITEM BACKGROUND: : Marathon Aviation Associates is constructing a new hangar. The construction is being financed by Centennial Bank. In order to obtain financing for the construction, Marathon Aviation Associates was required to pledge the leasehold for the O. This is standard procedure when a leasehold tenant finances capital improvements. The lease requires that Marathon Aviation Associates obtain County approval for the assignment. However, the collateral assignment will only become effective if Marathon Aviation Associates defaults or breaches its lease. PREVIOUS RELEVANT BOCC ACTION: NA CONTRACTIAGREEMENT CHANGES: NA STAFF RECOMMENDATION: Approval. TOTAL COST: NA INDIRECT COST: NA BUDGETED: Yes DIFFERENTIAL OF LOCAL PREFERENCE: NA COST TO COUNTY: None SOURCE OF FUNDS: NA COST TO AIRPORT: None COST TO PFC: None REVENUE PRODUCING: NA APPROVED BY: County Attorney*'-/-� i DOCUMENTATION: Included X AMOUNT PER YEAR: OM'B&rchasing Risk Management DISPOSITION: AGENDA ITEM # 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 ASSIGN R'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. . 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 me or who has produced as id—e-nTif-icNCi6n. NOTARY PUB'—'11 C-STAT E, OF FLO RID A Notary Public, State of Florida' Thomas D, Wright i ' My commission expires: Cumnusson # EE109052 E JULY06,2013 xpir BONDED ITHRU ATU-N-11C B NMNG O0JNQ CENTENNIAL BANK, an Arkansas corporation 4, By: Witn f it5ess #2 STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this day of August, 2014, by of CENTENNIAL BANK, an Arkansas corporation, is personally known to me or who has produced as identification. NOTARY PUBIW-11 C -STATE OF FLORIDA Thomas D, Wright Notary Public, State of Florida J�Aag.' :.:COjjjr,5SD, .9052 1: # RF 10 My commission expires: af TuLY 06,2015 BONDED THRu ATLAN7-C B ND-IDG OE1WQ 3 CONSENT OF LESSOR Monroe County, the lessor of the lease being assigned hereby consents to this Collateral Assignment of Lease and Sublease, ATTEST: AMY HEAPLIN, CLERIC BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor Sylvia Murphy MONROE COUNTY ATTORNEY APPROVED AS TO FORM Pedro Mercado Assistant County Attorney This Document Prepared By: Thomas D. Wright, Esq. Lair Offices of Thomas D. Wright, Chartered 711 Overseas Highway Marathon, FL 3050 (305) 74 -8118 W 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 seat at 8800 Overseas Highway, Marathon, I ad 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 covens t and fo orso 'in agree as 11 I Demise of Mqnrrqrlr anAi---j oresentations/ tes. A< RRPMHnta6mm- Landlord does hereby covenant, represent and warrant to Tenant as follows: (i) Grantair Service, Inc, a Florida corporation CIO an ') leases from Monroe County, a political subdivision of the State of Florida ("Monroe GO r rue in attached Exhibit A ("Property") pursuant to a lease agreement Unty") real Property described active April 10, 1998 between Monroe County and Grantair, as Operator (PRO) Agreement effentitled Marathon Fixed Base amended by a Sixth Amendment dated September 28, 2005 (which rescinded a prior amendments), a Seventh Amendment dated February 21, 2007, and an Eighth Amendment dated April 20, 201 0(collectively "Underlying Lease), 60 Monroe County is the sole oer, in fee wn simple, of the Property, Ofi) the Property is part of the Florida Keys Marathon Airport serving Monroe County C'Airport'% (iv) Pursuant to a Sublease dated April 15, 2010 (the "Underlying Sublease"), attached as Exhibit B hereto, Gromair (as 'Sublandlord') has subleased to Landlord (as 'Subtenant' thereunder) a portion of the Property consisting of an approximately 24' by 105' parcel of land, as said parcel is described on Annex 2 to said Underlying Sublease0and 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 Ala, W 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 ("Grassy Strip") are 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 Strips right, title and interest in and to the Hangar, (13) terminate the Hangar Construction and Operation Agreement dated May 29, 2005, as amended (the "Grassy Strip Agreernent"), including a termination of Grassy Strips 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 timefiame, unless there is a title or ownership issue with the H, W nce the angaro Closing has occurred, Landlord will control both the Hangar Property and the HangarHangar 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 bill 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-commencernent 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 to 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') a copy of which was provided to Tenant, (xv) the Hangar and/or Hangar Pro ity 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 in n the public records, (anti) of the Underlying Lease and Underlying Sublease shall be recorded i Closing, (xvi) memoranda 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 aft 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 attorm-nent 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, (mr) 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 H Tenant agrees to renovate and modify the Hangar, at Tenant's a cordance with (i) plans and specifications to be obtained by Ten approval of Landlord, which approval shall not be unreasonably Han 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 pe ur approvals as may be req is and ad by applicable Laws, and shall begin renovation and "i t modif Lion of the H g promp y Ica e an or tj 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 Agrecrucer, and (C) termination of the Memorandum of Occupancy, (ift Tenant shall have received written approval of the Plans from Landlord, (fil) 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), N Tenant shall from Landlord the executed Grantair Estoppel Certificate (as hereinafter defined), have andrece(vi)ived the InemOrandurn of the Underlying Sublease, shall be fully executed, Landlord Tenant in connection with Ten is applications for necessary its, such shall cooperate with including execution of forms and applications if necessary. as a building permit, C. Demise Of Promises- Access ° Landlord hereby leasesleas subleases the Hangar (and only the land directly upon which the Hangar i I of pedestri c, sanees and sub - accord to T nand , wian ance with the terms and Provisions hereof, together th the s right 0 ena t n vehicular access to the Hangar and the Akport,s terminal from Overseas Highway/U S i we Nw I and together with the right of aircraft access to the Airport d - Hgh y depots, driveways an the Airport's terminal, fuel , aprons, access roads, taxiways and runways (Collectively "Access Rights") regarding the same. Unde lyinr Sublease subject to any and all restrictions provided in the Underlying Lease and g D. Termination Ftiis of Related to Ha29air _Q0Ai_nM. Tenant shall provide Landlord with a complete set of the Plans fidlowing the Effective Date of this Sublease. ect to the proviso at the end of this Section I.D, Tenant may terminate this Subj Sublease on written notice to Landlord if (i) for any reason the Airport is not being operated for a period of three (3) months, (i) Underlying Lease and/or the Underlying Sublease expire or are terminatedi) ii Tenant shall n, (ot have received (a) Landlord's and Monroe County's Plans, (R) the necessary permits allowing renovation of the Hangar and (written ac) then approval of the e new certifi Occupancy evidencing completion of renovation and modification of the Hangar in -accorcate of dance with the terms hereof provided Tenant is in compliance with the terms of the Certificate of Occupancy'), (iv) the Con tingencie satisfied Plans CWew a have not been ad ad or waived by Tenant (in writing) or (v) Landlord breaches this Sublease; provided, however, a before terminating ying with reasonable al Setion LD, Tenant shall anwiwriif this this Sublease pursuant to subsections (ii) provide Ldlord th tten notice spec , (fit), (iv) provable r (v) of that arity tche 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 (90) day Pre- At r expiration of the ninety written notic terminate this Sublease on following prior has not accomplished the nation notice Hangar Closierstteri successfully completed the notice thereof to i'en t a once of Closing"), together with 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, (C) termination of the Memorandum of Occupancy, and Hy) the executed Underlying Sublease. Landlord shall use its best of to complete the Hangar Closing no later than the closing date set forth in the Hangar Contract, 2. j�enauCs:::Fiht to Withhold Rent Pa ants, In the event that Landlord has already - :: - : - : 1; purchased the Hangar, but Landlord has not provided all of the aforementioned items set forth in Section LE hereof, then Base Rent and all other sums due hereunder shall cease being payable watil such time as all the items are provided. 3. jerm. The to of this Sublease (the "Terni'D shall consist of, (a) a Pre -commencement riod ing on th (the "Pre -Commencement Period') commencing upon the Effactive Date, and expirpe e Commencement Date (or sooner, if this Sublease is earlier terminated in accordance with its tc:rrns); (b) an initial period (the "Initial Period') which shall commence on the Commencement [)are, and shall expire on April 9, 2028; and (a) such renewal periods as may be mutually agreed - upon in writing between Landlord and Tenant. The to "Commencement Date", as used shall mean the date when Landlord gives Tenant a valid Notice of Closing (as defined in herein., above), together with all documents required to be delivered together therewith, including the following: (A) a bill of sale or other reasonable documentation, evidencing Landlord's aequisition of title to 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 (which has been furnished to Tenant). Landlord 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, Trent. A° During the Initial Period, Tenant shall pay Landlord annual base rent in the amount of $144,000 ($12,000/month) ("Base Rent")Unless this Sublease is terminated in accordance with the provisions hereof, Base Rent shall increase each year by an amo t u to or the previous year. Tenant's obligation to pay Base Rent shall begin on 3�l® of the Base Rent f On eq of the firat day of the month next following the Commencement Date. ey id only once on each late payment, Until finther written notice is received y 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, d ually ereafter, in accordance with the percentage change in the Consumer Price Inde an ann th (CPI-U) for the most recent 12 months available, a for all urban consumers C. In addition to the annual Base Rent paid in aquaI monthly I tallments, Tern t -rate Portion of the cost Of the insurance required under shall pay Landlord the monthly pro -rate asan IN Section 13.A. Of this Lease unless Tenant obtains and pays for such insurance directly with the insurers. If Landlord must procure the insurance set forth in Section 13 A hereof, en Ten t ahall reimburse Landlord via monthly pro-rato insurance pay So - . r then an ments, 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. M404mm—entFee. Tenant shall Pay to Landlord a monthly management fee in the amount of $ 1,000.00, which fee i-vill be adjusted at yearly intervals as oft uary II 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 newest that of the Hangar, 6. lage% Landlord shall pay when due all real property taxes and assassin n ( d payments in lieu thereof) relating to the Hangar Property, Land ord a e Is an or all such taxes and assessments (and payments in lieu thereof) Tenant with copies Of receipts f I hall promptly provide paid by Landlord. Tenant shall pay any sales tax imposed on Base Rent or otherwise required under Florida law. 7. Use of HanZar — _. Tenant may use and occupy the Hangar solely for the purposes of storing, maintaining, repairing, cleaning and operating aircraft, and all other uses ancillary and incidental thereto, in accordance with Section 19 hereof, unless and until the parties mutually agree in writing to permit otherwise. S. MWIXE�tr gea- Landlord shaff install separate utility meters at the Hangar, and shall ensure that all utilities (including water, else city, telephone, computer d b a) d h removal are available at the Hangar rd an so I an tras Hangar. . Tenant agrees to pay all utility charges applicable to the 9. llnn�&I e B. A. Landlord shall be liable to Tenant for actual out-of-pocket age incurred by consequential d ages) in the event that e Underlying L e and/or the Tenant (i.e., excluding r darn s Underlying Sublease terminates or expires the eas h action, xpires due to Landlord's gross negligence or intentional B. As a condition of Tenant's obligations hereunder, Landlord shall obtain from Grentair and shall furnish Tenant an estoppel certificate and agreement in the form attached hereto as Exhibit D Mrantair Estoppel Certificatel�. C. Landlord shall obtain consents and non -disturbance agreements from the holders Of anY and all leasehold MOTtgages/deeds of trust encumbering any and all leavehold and subleasefuld 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. A° Tenant shall be responsible for all repairs and maintenance of the Hangar made aller 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 repair and maintain the Hangar pursuant to this Section 1 13 below), then Tenant's obligation to alI insurance proceeds available to Tenant. 0 shall be subject to Landlord making Tenant shall be responsible to repair (at Tenant's sole expense) any and all design, construction, renovation and/or modification defects respecting the Frangar, including pertaining to the renovation of the Hangar undertaken by Tenant, but filhited to all structural Components thereof such as the roof, walls, ceilings, floors, doors not and foundation, as well as all mechanical plumbing, electrical, drainage and secsystems such as the heating, ventilating, air condition, urity systems. conditioning, ar—tion, litigation, proceedings, costs or expenses relate Insofar as the claims, actions, causes to faulty cons tru ti n the an of Secdon will survive the expiration of the term of this Sublease. In no eventc 0 by a T ant, this a suit Monroe County be responsible for any costs of repair necessitated by Tenant, f shall he"ChY covenant to keep the Hangar in clean and sanitary Y construction. Tenant does condition during the wi comply with all Laws and directions of proper public officers in connectionTermwith, led nant'sll 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 or b I Monrooyeese and its authorized a Co Monroe County representatives shall] contractors, subcontractors and other repair, relocation, or re ter upan the Hangar to Perform essential maintenance, and conduits now located el and Overhead wires, Pipes, drains, cables anar d remove such facilities in the and to construct, maintain, repair, relocate, as necessary to carry the an of the Airport; provided, however, that said work shall in not eventMaster unduPlof ly interdevelopmentfere with the operations of Tenant and shall, provided forther, 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 County of its all damage to rights hereunder, and such fixed improvements causes thereby, shall be home by Monroe County. 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, accordance with all Laws and orders of all public oreplacements or additions, in . r quasi -public authorities having jurisdiction thereof and in accordance with the rules and regulations of the local board of Fire Insurance Underwriters; and, 10 C. The Hangar shall at all times be kept free and clear of all inechanies, Materialmen's, labor or other liens or claims of liens, and if any lien shall be filed against the Ranger, then the Tenant shall cause the same to be discharged; and DAt 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 orstructural 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-parugraphe (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. S canopyilace gar maintain any sign, awning or instance, shout first obtailord's written consent in each required conditioned or delayed and, if such si . Tenant shall maintain any approved, in goad condition and repair, 13. imurance, A. At all times during the Tenn, 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 bill 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. Div) Builders risk insurance, for any improvements and/or construction undertaken by Tenant or its contractors. nsurance for claims for personal injury or property damage under a policy of expense liability i n B. At all times during the Tenn, Tenant shall maintain at Tenant's sole cost a d 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 Ne/100 Dollars ($500,000.00) for property damagc° Coverage shall include as a minimum: Premises Operations, Products and Completed Operations, Blanket Con Liability teal Liability, Personal Injury d Expanded Definition of Property Damage, trac an C. At all times during the Tenn, Tenant shall maintain at Ten is cost d expense Airport and Hangarkeepere legal liability Insurance with limits of at leas sale an and No/100 Dollars ($1,000,0thiRifl. t Inc Million Policies for such insurance shall be in a form and with an insurer reasonably acceptable to Landlord and Tenam, 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 benamed 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 expense general liability. Landlord shall famish Copies of such policies, or certificates thereof, c, modification of the Hangar has been completed by Landlord, Landlord shall maintain at its sole to Tenant, ecif, 14. 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 resuft in the decrease of Base Rent d others payable by a rcentage outage of the Hangar resulting from the Taking. If the Taking involves decrease in the square f an the Be 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 to 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 (509/6) 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 Teat for its intended purposes (if there is total or substantial destruction of the Hangar, Base Rent and all others due hereunder shall totally abate), Notwithstanding the foregoing, if the 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 writte notice of such to inattion; provided, however, that if Tenant elects to rebuild the Hangar, n an this Sublease shall remain in eflact, 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 inode 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. 2efault /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 [V] 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 others 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 town, 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 der any section or chapter of the present or any future Federal Bankruptcy Code or on 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 fiflure Federal Bankruptcy Code or under any similar law or statute of the United States or any to 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 Is 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 f Ten t ford therefor, and Landlord may refer without being liable to prosecution or any claim f c 0 an 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 de cieny thaay arise y r of such reletting; provided, however, that Landlord shall in If in e Hangar in order to mitigate damages, ake acgoodt fidth effort bto refer ason the (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 shall not apply if Tenant is delayed in making payment by virtue of a Force Ma to collect all unpaid Rent by distress or other procedure, except that this remedy of acceleration Majeure" involves delays caused by acts of God (such i an jeure. A "Force as floods and hun a as), 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 others from any third party applicable to the Initial Period and/or the Hangar (or an y 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° enter the Hangar without being liable to me Div) Landlord may perform Tenant's obligations under this Sublease, and y prosecution or any Of in for damages crefor in order to accomplish this Purpose, Tenant agrees to reimburse Land ai th lard immediately upon demand for any reasonable expenses which Landlord may incur thus effecting compliance with this Sublease on behalf of Tenant, and Tenant fiamer 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). 16a Accord and Satisfaction' No payment by Tenant or receipt by Landlord of a lesser amot tthe Lasedent stipulated shall be deemed to be other than on account of the ---ien unhan earBest 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 prejudice to Landlord's rights to recover the balance may accept such check or payment without pre a of such Base Rent or pursue any other remedy in this Sublease provided. am 1'7' Landlord covenants that so long as Tenant Pays the Base Rent and any other sums due under this Sublease, and performs its s agreement , hereunder, Tenant shall have the fight to quietly enjoy and use the Hangar for the Term, subject to the provisions hereof. IS- H91—di-89 _Gver. Any holding over after the expiration of the Te -at-will at 150% of the Base Rent herein specified (prorated on a daily basis) and shall a tenancy 17111 shall be construed to be 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. R Tenant will comply with reasonable rules and regulations established by Landlord regarding the Parking Of Tenant and it employees. 19. herein One termin ainsof as li pro the all La are appeal any governmental ordersgar by Ten or orders% shall,prior to contesting the sarne, 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. A. Compliance, In connection with Tenant's use of the Hangar, Tenant shl comply with the Minimum Standards for Commercial Aeronautical Activities by Fixed Basale Operators and Other Aeronautical Service Providers at Monroe Can ty Airport ordinances of the county, including n and all any reasonable rules and regulations with respect to use of Airport property, as the same may be amended ftom, time to time (which rules, regulations and amendments are famished to Tenant), all additional laws,statme , ordi federal, state and county governments, and any and all plans and programs developed rules of the f s notices, regulations and 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, regulations and permits and FAA Airport Improvement Program Grant Comp i or state , and county environmental, hazardous waste and materials and natural reso ces laws, a ts° federal government, Upon a formal written declaration by the contractual commitments to the f federal aviation law and This Sublease is subordinate to the County's obligations under f I once requirem. n Federal Aviation Administration ("FAR) that a to or provision of this Sublease is inconsistent with federal aviation law or a contractual commitment to the FAA, the impermissible to 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. N 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 mrs' claim, assessment, or civil office of the federal, state, or c action' which may be Presented or initiated by any agency or many 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, the Hangar. -Hazardous Matedup, shall r rise on or under radioactive material, lead Paint, asbestos or n without limitatkul, any flaniniable, explosive or asbestos containing material, urea, formaldehyde, Polychlorinated biphenyl, fungal microorganism or component thereof ( c u g, Wi out limitation, Stardrybotrys in I din th chartucurn Aspergillus/Pennicilium, Trichoderma, Fusarim, Cylindrocarpon, Acremornum, TrichotheciumMyrotheidurn or Altemaria, and/or any unicotoxins prow , ced by fungal microorganisms) capable of causing Pulmonary, respiratory, neurological or other illnesses after exposure, petroleum or petroleum product or constituent, mothane, hazardous material, hazardous waste or any other hazardous or toxic substance or related material, as defined in the Comprehensive Environment Response, Conspensatio Liability Act of 1980, as amended (42 US. v al n, and C, §§9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Appendix H1801, at seq.), the Resource Conservation and Recovery Act, as amended, (42 U.&C. §§9601, at, seq.), the Toxic Substances and regulations regulating the environment. other I I I Control Act, as amended (15 U�&C� §§2601, et. seq.), or any 0 er federal, state or oca aws 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. Landlord shall be responsible for any investigation, response, renrediation and/or clean-up of H dons on and/or under, and/or envirournen azar Material tal contamination of, the Hangar not cad/or used by Tenant an that already existed prior to the date that Tenant occupies the Hangar, C. Tenant shall defend, indemnify and hold harridess Landlord from cany and all losses, Wms, orders, demands, causes of action, damages, proceedings, judgments, suits, liabilities, fines, penalties, costs and expenses (including, without limitation, consultant fees, court costs and reasonable legal fees) arising out of any Hazardous Material in the Hangar that w as brought upon the Hangar by Tenant (or its agents, employees or contractors), This indemnification obligation shall not apply to d) the condition of the Hangar as existed prior to Tenant's occupancy of the Hangar or di) the release of coniany Hazardous Material on, or the tamnation 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 linsitation, 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 Hangar (and/or the land OR which the Hangar is built) by Landlord (or it agents, employees or contractors) or any third party other than s and/or (b) Hazardous Material Tenant (or Tenant,s agents, employees or contractors, that Tenant occupies the Hanga that was already present on or under the Hangar prior to the date r, 22, E. Tenant shall not construct or install any underground or above -ground fuel tanks, BAta-SISSI—H—A—A-9—ar. Tenant agrees that Landlord may at any reasonable time or times during the business hours of Tenant after first Providing Tenant with reasonable notice, enter Van the Hangar for the Purpose of inspecting the same, or to make necessary repairs where Landlord is obligated to make such repairs or where obligated to make. Tenant further agrees to Tenant is delinquent in making repairs it is reasonable times after first providing allow Landlord to enter upon the Hangar at all Tenant with reasonable notice, for the putpose Of installing orservicing electrical wiring, telephone cables, water and sewer lines, or other similar transmission lines, 23. assi ent d This Sublease shall bind and shall inure to the benefit of the parties successors and assigns, and shall bind all gr tees assignee an as and s grantee eta of any Portion of the Hangar, Any Purchaser and/or not assi the H gar'9hall acquire same subject to this Sublease, Tenant me or sublet the Hangar anya to part y Landlord's prior written consent, or thereof, without which consent shall not unreasonably be withhel provided said assignment does not violate any applicable Monroe Cod, on the Underlying Lease > The written consent by Land] ID ly rule's d, conditioned or delayed or regulations or ord constitute a waiver of the necessity fear any assignment Or r such consent to sublease shall not roasnmsuas Receipt by Landlord of Base Rent hereunder f m any subsemen rig ent or blee.q Party than Tenant shall not deemed to be consent to any such assignment or a ublaenayse or relieve other Tbeenant of its obligation to pay Base Rent or other charges under this Sublease. Tenant May assign this Sul r subtat the Hangar or any part thereof, to any paren� subsidiary or aftfifine of TO u lease, a s I consent provided that Tenant will nant without Landlord's still remain liable for all lights and obligations under this Sublease irrespective of any such assignment or sublet> Landlord's consent shall not be required in connection with any assignment related to a sale or transfer of Tenant's assets or stock, 24. Performance Landlord of Te is Cbli aiioIn the event Landlord shall pay or be compelled to pay a sum of money, or to do any act which requires the paof any moneyby reason of the failure of Tenant to Perform one or more of the covenantsyherein enin contained to, be kept and performed by Tenant, then in such event, the sum ors s so paid by Landlord, together with all interest, expense or obligations incurred by Landlord, shall be considered as additional rent and shall be added to the Base Rent becoming due and shall be collectible in the same manner and with the same remedies as if they had been rents originally reserved. 25. Indemnification. A. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, liabilities, damages and expenses (including reasonably attorneys, fees) respecting Personal injury and/or property damage arising from the use or occupancy of the 13 Elangar by Tenant, and any Other parties at ally time utilizing the Hangar through Tenant, other than those claims related to or arising out of Landlocips acts, omissions, willful miscondUCL 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 outracturs') gross negligence arid/or willful misconduct and (ii) any breach of any my terials representation, warranty or cOvenant of Landlord set forth herein that cannot be cured Landlord within sirry (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. N2tices. All notices, requests, demands, and Other communications pertaindag to this Sublease shall be in writing and " be deemed duly given and effective (a) on they when sent by facsimile transmission (Provided that the sender thereof has confirmation of receipt by the intended recipient), (b) on the day when delivered personally (w ch shall include delivery by Federal Express or other nationally recognized, reputable hi 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 David S, Band, Esq. One South School Avenue, Suite 500 Sarasota, FL 34237 William E. Grieshober, jr,, Esq, Rich Products Corporation 1150 Niagara Street Buffalo, NY 14213 E 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 d ms anconditions hereof, such decision shall not be deemed a waiver of the rights or remediesterthat 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. 2& Entir;:; This Sublease, and any exhibits annexed hereto, contains the entire agreement between Landlord and Tenant, and any agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandomnent of this Sublease, in whole or in p is in art, unless such agreement 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 circurnstances, 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 29e 9ova MiUg!&MISena is 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. 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, M%3KLALL, 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 may connected orith this Sublease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Hangar, and/or claim of injury or damage. 31 L29ALEWBIM. 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. E 31 Relationship Nothing herein contained shall be deemed or construed as creating the relationship of principal and agent or of partnership or joint venture between Rent nor any other provision contained as Landlord and Tenant; it being understood and agreed that neither the method of computing B a herein nor any cts of I l bdeemed to create any relationship between the parties otherathan that ofdandlord and Tenaant. e 34. Coun—ter na—rts. This Sublease may be signed in counterparts, and by to i a or a- assintile and/or e-mail counterparts shall be deemed originals for all signatures, which originals, d as mil mail purposes, and which together shall be deemed one agreement, 35. Miscellaneous- C !rLc---I-I--n---u-s,--C-aRti-gns, The masculine, feminine or neuter gender, wherever used herein, shall be deemed to include the masculine, feminine and neuter whenever and wherever applicable hereirL Whenever the singular is used it shall be deemed to include the plural whenever and wherever applicable herein. Captions d headings in a Subic a are for me or Emit the scope of any provision set forth herein. convenience, They do not dell an in thi as 3& hie-m-grandurn 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. 5—Moi—val. 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. EAAigqmkqd claum A. Tenant for itself and its successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that (i) 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 in the use of the Hangar, (ii) that in the construction of any improvements on, over or under the Hangar and the famishing 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 ant of Tr f the Depart sportation- Effectuation of Title VI Of the Civil Rights Act of 0 in 1964, and as said Regulatan ions 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 completed including exercise or expiration of appeal rights, om IN WITNESS WHEREOF, Landlord and Tenant have signed this Sublease as of the day and year first above written. "LANDLORD" MARATHON AVIATION ASSOCIATES, LLC By: 2g, 4 Name: 2 f—ateg/ Title: lammum RICH AVIATTON, INC. By� N Date av 1p Titl V J? on EXHIBIT A (First page) � LECAL DESCRIPTION (LEASE AREA); Fsci Jot Part Center A portion Of land located at Moram" AINIOut, and being a part Of Section 1rew South, Range 32 EMM. Key Voca. Monroe County, d0sedbod at follow,,. Florida and being more porkin fof COMWNCNO at a N.O.S. Morizon"M central Monument stamped MTHC N is fast to the POOR Of Beginning. and along an edge a( a asphalt surface for 240,i4 Containing 16BA72-27 Square Feet or 3,87 Acres, more or less. I BOBBY CERYFY that the Attached So 11 true and ccnvct to the best at. RUCIff'00% there 72. and the American Land rare Association, and that being A store �O e7t.-I d..", "Onal Engineer no. 36810 49 of Finds. NOT VAUD UNLESS EMBOSSED WITH RAISED EM Monroe cc ty 8, SGNAIVRE y\ 2#f3TT A(Second Page) z © ■ ! 2 P, 2 EKHZW%Aw Area of rmeal p and...... . E*bIt ,av, <»w.. a,� « wzx� . ... : ..�:.,.�... R I ii i :'C t� �7 ' ' .. R? �� � xr r+ -� r n ! ei r"'y'� ,r" �p �' .�I � �.` }�7 � ��`�''' 4 �t �r 3 ¢-frry i� � 'a '� `£1 � ®. �-�"��t�'=:v7 :...,�,-...,_k, ,� "�...�..�! . k rf�I f -ti ) � � r i t r$ ? r P a� 1 � i � �y �' f $v ,) _ i �t �-..,'�..."'� r _ fS7.fs'..'lY�^„ ; �i -F i'r 3 � t_ � 5 ...t `fir r.;. Vti „ y -�. ,_M E �i .�I. � }�i � r i 4 �� 'YG� � 1 r .. S SUBLEASE AGREEMENT (this "Sublease") by and between GRANTAIR SERVICE, INC., a Florida corporation ("Sublandlord!), and MARATHON AVIATION ASSOCIATES, LLC, a Florida limited liability company CSubtenanfl. The "Effective Date" of this Sublease shall be the date when this Sublease is executed by the last party hereto, A. Monroe County, Florida, a political subdivision of the State of Florida CMonrce County') Is the fee simple owner of that certain parcel of real property described in Annex I attached hereto (the "Overall Property"). & Pursuant to a Is= agreement entitled Marathon Fixed Base Operator (PBO) 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 Febmary 21, 2007 (wifiectively, the "Prime Lease"), Monroe County leased the Overall property to Sublandlord. G. A portion of the Overall Property consists of an approximately 240 by I OS foot parcel of land, as add parent is described on Annex 2 hereto and depicted on Amex 3 hereto (the foregoing parcel, together with all improvements themon and all casernents, apprattsamces, righti and privileges appertaining thereto, the "Pramisex" and/or the "Hangar Property"). D. Sublandlord desires to sublease the Premises to Suldonant, and Suldecaut desires to sublease the Premises from Sublanallord pursuant to the provisions of this Subleus% NOW, THEREFORE, in consideration of the foregoing ratings, and for good and valuable consideration, the receipt end suffixiency of which is hereby acknowledged, the parties hereby agree as follows: I. LEASE OF PREMISES. Sublandiord hereby subleases to Subtenard, and Subtermot hereby subleases from Sublandlard, the Premises. 1 SUBLEASE TERM AND COMMENCEMZNT DATE, (a) —THMn. The initial team of this Sublease (the "Initial Term") shelf commence on the Commencement Date (as defined below), and shelf terminate on April 9, 2028 (the "Terraination Dato"), unless otherwise extended by the mutual agreement of Sublarallmd and Subtenant upon the expiration of the Initial Term. This Sublease is subject to a of the terms and conditions of the Prime Laws, a copy of which Suldesant acknowledges having rcesived, (M QoSggS_n_cement, Rate, The to "Commencement Date" shall mean the date of the Hangar Closing (as defined below), so long as a Notice of Closing (as defined below) is IM III WWI -1- c t L.M.-ONAMMOMMO I 6. ASSIts NMENr/SUBLETTING. Provided Subtenant is not in default of ft Sublease, Sulactuart " be permitted to assign this Sublease, or sublet all or any part of the Promises, upon obtaining the prior written consent of Sublandlord, which consent such not be unreamnably withheld or delayed. Notwithstraefing any assignment or sublease, Sub shall .remain fully Primarily liable berminder and shall not be released Semi any obligations or performing any of the to of this Sublease. Sublasellord hereby preaffemves of Sentiment entering into a Sublease with Rich Aviation, Inc., substantially upon the terms and conditions sot forth in the draft Sublease Agreement attached as Annex 4 hereto, 7. LIABILITY11NDEFINIPICATIcal . HIM & Subtacant shall store its property in and shall occupy the Promises at its own risk and releases Sublandlord, to M extent permitted by law, from all claims of every kind, resulting in loss of life, personal or bodily injury or property damage, a -ad C. Sublandlord shall not be responsible or liable at any time or any loss or damage to Subtesent's equiparent, fixtures, and other personal property of Suburnant or to Rutwaztmt's business. S. DEFAULT AND REMEDIES. A, --Yen A_of DEfEd. The following events shall be deemed to be events of default by Fairmount under this Sublease: (i) Subtenam shall fail to pay any Base Rent, Additional Rent or other sums payable by Subtenant hereunder as and when such is or other sums become due and payable; (it) Subtenant shall fall to ply with any other obligation of Subtanars, hereunder, which failure shall have the effect of causing Sublandlord to be in default to Monroe County under the to of the Prime Lease, or fih) any other circumstance shall occur 11 with respect to Subtanant (e.g., if a receiver or trustee shall be appointed in any bankruptcy proceeding) which shall have the street of causing Sat lord to be in default to Monroe County under the terms of the Prime Lone.. B. JgqggSjM At any time after the occurrence of an Event of Default, Sublandlord shall have the right to exercise any and all remedies against Subtenent (including tormination) which Monroe County may exercise against Sublandlord for the same Event of Deficult, 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 terms of the Prime Lem, then Sublandlord shall likewise have the same obligation to notify Subtesuent of such Event of Default under the tam of this Sublease). 9. SUBORDINATION. This Sublense and the Su is interest hereunder shall be subject and subordinate to any mortgage, household mortgage, deed of husk or any method of financing or refinancing now or hereafter placed against the Overall Property and/or the Promises and/or any and all of the buildings now or hemoftr bulk, and to all renewals, modifications, replacements, consolidations and extensions thereof 10° ATTORNMENT. Subsonant sholl in the event of the mile or sesignumat of Sublandlord's interest In the Prensixes, or In the event of an Y proceedings brought for the foreclosure of, or in the event of exercise of the power of safe under any mortgage made by Sublandlord covering the Premises, artain to the purchasers or foreclosing mortgagee and recognized such purchaser or foreclosing mortgagee as Sublandlord under this Subleac 11. 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 sixth not be construed as a waiver for the firtum of any such provision, rule or option, The receipt by Sublandlord of tam 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 bedeemed to have been waived unless such waiver is in writing signed by the party socking to enforce such provision. IZ SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided, all provisions herein shall be binding upon and shall in to the benefit of Six 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 pardes, 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, 15. WAIVER OF JURY TRIAL. S IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this day and year rust above written. V Ewa -W"" it A "-- �mgv& 129 1-1000WRIVATANIM.-Y MIT ) ���gwb' Jt NlameAjg�� GRANTAIR SERVICE, INC., a Florida corporation BY: I AAA&& h �'.1 Villiam, 0. EhrhoM Pmsldco�t� J)u1ed:Aprfl-LT,20l0 MARATHON AVIATION ASSOCIATES, UC, a Flo J'a limited liability company By: William 0. Emirate, Manager Dated. April _6,2010 LEVAL DES CRIP 71ON (LEASE AR ,)at Port Canter. A parties of land located at Marathon Airport, and being 4 part as Section 1, Township on South. Franea, 32 East, 'Key open, Monroe Courflo, Flarldo and being more particularly described at follows, COMMENCINO at a N.O.S. Horizontal central Monument stanoled MTOC 19fe. and Whose Theiva State Platte Cocralrates are N 142029.09 and E 0311032.75 (19a3aded1 thence S 14'49"33* E for 20.09 fact to the Point Of beginning C N 142009-67, C 1535064.90 C thence C 67'ig'lg- E along the wdy6 of an asphalt surface for 704.93 feet ( R 142291.40, r 638715.33 J. thence S 22'3532' E for 238.56 (Got to a chain fink Lane* 142081-75, E 638828), thence S GTOB'42' At and along the aaM chain link (once for 704.44 feet ( N 141718-14, E 636159,14 C thence N 23*02'46' e and stand an edge of 4 OsPhOlt ounces for 240,74 feet to the Point of Beginning. Containing 168,872.27 Serum rest or 3.87 Areas, more or loan. Area Of real property as described In exhibit AlAw having the dimensions of 24 105,. BaSedareaExAla attaand and abutting the prest'side of the current IS . hibit Is ched inc ore herein by reflare This 2401 x 105'real property, in be used for the by site of a County approved newly constructed 11,800 (approximately) square toot corporate hangar, aircraft beaderns, and aviation activity only. (The PrearisetyFlargar Property) (Legal Description) Area of real Property as described in Exhibit r �. 5'•r 7!i .,.,,R c,._S_ ' .�rr■j,F.'c =T � ' �L ji•�I i'F �J IiyF _ 77 t , l !} � I1� f .I f r F .1 - 1' -! } r fir• ;I 1., �7 < F; i+f} ��t IF. rY. i+ 5 - it F , - - .: it - �f:• }.+a - _ �:Y4i:„ - I'.���!. s'1. - -