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Title: |
Lease Agreement |
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Date: |
2008 |
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Preview shows 26KB of 142KB total |
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Price: |
$50 |
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ID: |
#3290271 |
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LEASE AGREEMENT
BETWEEN
DEVELOPMENT AUTHORITY OF FULTON COUNTY
AND
ADESA ATLANTA, LLC
DATED AS OF DECEMBER 1, 2002
The interest of Development Authority of Fulton County (the ?Issuer?) in this Lease Agreement has been assigned to SunTrust Bank, as trustee (the ?Trustee?) under the Trust Indenture dated as of December 1, 2002, between the Issuer and the Trustee as security for the payment of the principal of, premium, if any, and interest on those certain Taxable Economic Development Revenue Bonds, (ADESA Atlanta, LLC Project) Series 2002, and any Additional Bonds issued under the Indenture.
This Instrument was prepared by:
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
| Section 1.1 | Definitions | 1 | ||
| Section 1.2 | Certain Rules of Interpretation | 6 |
ARTICLE II
REPRESENTATIONS
| Section 2.1 | Representations by the Issuer | 7 | ||
| Section 2.2 | Representations by the Lessee | 7 |
ARTICLE III
DEMISING CLAUSES
AND WARRANTY OF TITLE
| Section 3.1 | Demise of the Project | 8 | ||
| Section 3.2 | Warranty of Title | 8 | ||
| Section 3.3 | Quiet Enjoyment | 8 |
ARTICLE IV
COMMENCEMENT AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS; ADDITIONAL BONDS
| Section 4.1 | Agreement to Construct and Equip the Project; Appointment of Lessee and Construction Agent | 8 | ||
| Section 4.2 | Agreement to Issue the Bonds; Application of Bond Proceeds; Additional Bonds | 10 | ||
| Section 4.3 | Disbursements from the Construction Fund | 11 | ||
| Section 4.4 | Obligation of the Parties to Cooperate in Furnishing Documents to Trustee | 11 | ||
| Section 4.5 | Establishment of Completion Date and Date of Beneficial Occupancy | 11 | ||
| Section 4.6 | Lessee Required to Pay Construction and Equipment Costs in Event Construction Fund Insufficient | 12 | ||
| Section 4.7 | Issuer to Pursue Remedies Against Contractors and Subcontractors and Their Sureties | 12 | ||
| Section 4.8 | Investment of Construction Fund and Bond Fund Moneys Permitted | 13 |
i
ARTICLE V
EFFECTIVE DATE OF THIS LEASE;
DURATION OF LEASE TERM; RENTAL PROVISIONS
| Section 5.1 | Effective Date of This Lease, Duration of Lease Term | 13 | ||
| Section 5.2 | Delivery and Acceptance of Possession | 13 | ||
| Section 5.3 | Rents and Other Amounts Payable | 13 | ||
| Section 5.4 | Place of Payments | 14 | ||
| Section 5.5 | Obligations of Lessee Hereunder Unconditional | 15 |
ARTICLE VI
MAINTENANCE, MODIFICATIONS,
TAXES AND INSURANCE
| Section 6.1 | Maintenance and Modifications of Project by Lessee | 15 | ||
| Section 6.2 | Removal of Equipment | 16 | ||
| Section 6.3 | Taxes, Other Governmental Charges and Utility Charges | 17 | ||
| Section 6.4 | Insurance and Indemnity | 18 | ||
| Section 6.5 | Advances by Issuer or Trustee | 19 |
ARTICLE VII
DAMAGE DESTRUCTION AND CONDEMNATION
| Section 7.1 | Damage and Destruction | 19 | ||
| Section 7.2 | Condemnation | 19 | ||
| Section 7.3 | Condemnation of Excluded Property | 20 |
ARTICLE VIII
SPECIAL COVENANTS
| Section 8.1 | No Warranty of Design, Condition or Suitability by the Issuer | 20 | ||
| Section 8.2 | Inspection of the Project | 21 | ||
| Section 8.3 | Lessee to Maintain its Existence; Conditions Under Which Exceptions Permitted | 21 | ||
| Section 8.4 | Qualification in Georgia | 21 | ||
| Section 8.5 | Granting of Easements and Leasehold Mortgages | 21 | ||
| Section 8.6 | Waiver of Landlord?s Lien | 25 | ||
| Section 8.7 | Granting of Mortgages by Issuer | 25 | ||
| Section 8.8 | Estoppel Certificates | 26 | ||
| Section 8.9 | Authorized Issuer Representative | 26 | ||
| Section 8.10 | Authorized Lessee Representative | 26 |
ii
ARTICLE IX
ASSIGNMENT, SUBLEASING, PLEDGING
AND SELLING; REDEMPTION;
RENT PREPAYMENT AND ABATEMENT
| Section 9.1 | Assignment and Subleasing | 26 | ||
| Section 9.2 | Assignment and Pledge of Revenues by Issuer | 27 | ||
| Section 9.3 | Restrictions on Sale of Project by Issuer | 27 | ||
| Section 9.4 | Redemption of Bonds | 27 | ||
| Section 9.5 | Prepayment of Rents | 27 | ||
| Section 9.6 | Presentment of Bonds for Cancellation | 28 | ||
| Section 9.7 | Lessee Entitled to Certain Rent Abatements if Bonds Paid Prior to Maturity | 28 | ||
| Section 9.8 | Reference to Bonds Ineffective After Bonds Paid |
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