DEED OF LEASE

EXHIBIT 10.11

 

DEED OF LEASE

 

THIS DEED OF LEASE is made this May 8, 2003, by and between HAYNES CHIPPENHAM PLAZA, L.L.C., a Virginia limited liability company, party of the first part (hereinafter referred to as “Landlord”); and COLONIAL DOWNS, L.P. , a Virginia limited partnership, party of the second, part (hereinafter referred to as “Tenant”).

 

WITNESSETH :

 

WHEREAS, Landlord is the owner of certain real property, lying and being in the City of Richmond, Virginia, and known as 6550 Hull Street Road, Richmond, Virginia , containing approximately 11,457 square feet (the “Premises”), more particularly described on a plat, a copy of which is attached hereto and marked “ Exhibit A ,” together with the right to use the driveways, parking areas, sidewalks and other common areas of the Shopping Center (as defined herein) as provided herein (the “Common Areas”) located in Haynes Plaza more particularly shown on “ Exhibit A ” (the “Shopping Center”); and

 

WHEREAS, Landlord wishes to lease the Premises with all improvements thereon to Tenant, and Tenant wishes to lease the Premises with all improvements thereon from Landlord; and

 

NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00), in hand paid by Tenant to Landlord, and other good and valuable considerations, the receipt and sufficiency whereof are hereby acknowledged by each of the parties hereto, Landlord hereby grants to Tenant a lease for the Premises from Landlord, subject to the following terms and conditions:

 

ARTICLE 1

Lease Period

 

1.1 Initial Term . The initial term of this Lease shall commence on the earlier to occur of (i) the date Tenant opens for business at the Premises or (ii) April 1, 2004, provided the conditions set forth in Article 21 hereof are satisfied or waived (such date being referred to as the “Commencement Date”), and shall continue for a period of five (5) years thereafter (such period being referred to as the “Initial Term”).

 

1.2 Renewal Term . Tenant shall have the right, six (6) months’ prior written notice to Landlord given prior to the Initial Term and any subsequent term, as applicable, to extend the term of this Lease for up to four (4) additional terms of five (5) years each upon a rent as set forth in paragraph 2.1 herein.

ARTICLE 2

Payment of Rental and Deposit

 

2.1 Amount .

 

(a) The Tenant shall pay to Landlord annual rental, which shall be paid in equal monthly installments, in advance, the first installment being payable upon the execution of this Lease by the parties hereto and similar installments being due and payable on the first (1st) day of each and every calendar month. Annual rental is as follows:

 

 

(b) If any payment is not paid when due under this Lease and is delinquent for more than fifteen (15) days, the Tenant agrees to pay a late charge of five cents ($.05) for each dollar for each and every monthly installment that becomes overdue. Such charge is acknowledged and agreed, by Landlord and Tenant, to be a charge other than interest and to be fully earned and non-refundable when due.

 

(c) In the event that Tenant fails to timely pay any installment of annual rental or any other amount due Landlord, after the expiration of all cure periods, such unpaid installment or amount shall bear interest at the Prime Rate of Bank of America, from time to time, plus three percent (3%) until paid. In the event that Tenant fails to pay any other items required to be paid by Tenant hereunder,

 

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then and in that event Landlord may, but shall not be obligated to, pay the same and add the amount paid, together with interest at the Prime Rate of Bank of America, from time to time, plus three percent (3%) until paid, to the amount of the next annual installment of rent to be paid by the Tenant hereunder; and if Landlord pays any other amount to correct a default by Tenant (including reasonable costs, expenses, and attorney’s fees in connection therewith), or Tenant pays any amount to correct a default by Landlord, such nondefaulting party may, but shall not be obligated to, add or deduct, as the case may be, the amount paid, together with interest at the above rate, to the amount of the next installment of rent to be paid by Tenant hereunder. Any amount so added shall be deemed to be rent.

 

2.2 Place of Payments . All rent payable by Tenant to Landlord under this Lease shall be paid to Landlord at the address provided in paragraph 5.1 herein, or at such other address as shall be designated by notice given, as provided in this Lease.

 

2.3 Determination of Premises Area . For purposes of determining rent and Tenant’s pro-rata share of CAM and Taxes, the gross leasable area of the Premises shall be computed by measuring from the center line of interior walls to the outside of exterior walls and shall exclude elevator shafts, stairwells, ductwork, and mezzanines, and any mechanical rooms or closets or equipment areas not exclusively serving the Premises. If Tenant elects to use the “Satellite Dish Area” described herein, or the rooftop area as provided herein, such areas shall also expressly be excluded from gross leasable area.

 

ARTICLE 3

Title

 

3.1 Ownership . Landlord warrants and represents that Landlord is the sole owner of fee simple title to the Premises and that no other person, partnership, corporation, or other entity has the right to lease (as defined herein) or possess the Premises. Landlord also represents to Tenant that title to the Premises is free of all liens, leases, and encumbrances and is insurable by a title policy issued by a reputable title insurance company at its standard rates, subject only to current City Taxes, not yet due and payable, and general utility and drainage easements, which do not adversely affect the use of the Premises.

 

ARTICLE 4 – Intentionally Deleted.

 

ARTICLE 5

Notices

 

5.1 Addresses . All notices, demands, and delivery of surveys and any and all other communications that may be or are required to be given to or made by

 

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either party to the other in connection with this agreement shall be in writing and shall be deemed to have been properly given if sent by overnight courier or by United States registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses:

 

If to Landlord :

 

Haynes Furniture Company, Inc.,

a Virginia corporation

ATTN: Senior Vice President

5324 Virginia Beach Boulevard

Virginia Beach, Virginia 23462

 

With a copy to :

 

H. David Embree, Esquire

Hofheimer Nusbaum, P.C.

1700 Dominion Tower

Norfolk, Virginia 23510

 

If to Tenant :

 

Colonial Downs, L.P.

10515 Colonial Downs Parkway

New Kent, VA 23124

ATTN: Ian M. Stewart

 

With a copy to :

 

James L. Weinberg, Esquire

Hirschler Fleischer

701 East Byrd Street (23219)

P.O. Box 500

Richmond, VA 23218-0500

 

or at such other address as Landlord or Tenant may have designated from time to time by written notice to the other party hereto. The date of service of such notices shall be the date such notices are mailed by the addressor.

 

ARTICLE 6

Demised Premises

 

6.1 Premises . The Landlord does hereby demise and lease unto Tenant, and Tenant does hereby take and lease from Landlord, the Premises, being all that

 

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certain parcel of land, with the improvements thereon and appurtenances thereunto belonging, lying and being in the City of Richmond, Virginia, and being more particularly described on “ Exhibit A ” attached hereto, for the term, upon the rentals, and conditions hereinafter set forth.

 

ARTICLE 7

Possession

 

7.1 Possession . Exclusive possession of the Premises shall be given to Tenant as of the date on which the conditions precedent set forth in Article 21 below are either satisfied or waived, as evidenced by written notice to Landlord. Tenant shall have the right of entry from and after execution of this Lease at all reasonable times to inspect, survey, measure and evaluate the Premises.

 

ARTICLE 8

Parking and Common Areas; Signage

 

8.1 Access/Parking . Tenant shall have the non-exclusive use, in common with others, of the parking areas, entrances, drive aisles, roadways, means of ingress and egress, service areas and other common areas of the Shopping Center, subject to Landlord’s adoption of reasonable uniformly applied and enforced rules and regulations provided that Landlord reserves the right to designate a portion of the parking spaces immediately adjacent to Harbor Freight Tools in the area shown on Exhibit A-1 as “Harbor Freight Exclusive Parking” for exclusive use by Harbor Freight customers. Landlord hereby agrees that Tenant shall also have exclusive use of those ten (10) parking spaces located adjacent to the Premises designated on Exhibit A-1 hereto as “Tenant’s Exclusive Parking”. Tenant shall have the right to erect signs on Tenant’s Exclusive Parking spaces identifying such parking as “Exclusive Parking for Colonial Downs – Violators will be Towed at Owner’s Expense”, or similar language. Landlord shall have no liability to Tenant in the event other tenants or occupants park in such spaces and shall not be obligated to police parking usage provided, however, Landlord agrees to validate in writing that Tenant has been granted such rights, hereby authorizes Tenant to tow vehicles which may park in such spaces and shall support Tenant’s rights to take such action in any dispute, controversy, proceeding, litigation or otherwise to the fullest extent possible including sending supporting notices and letters. Landlord further warrants that it shall provide and maintain at all times not less than seven hundred twenty-five (725) parking spaces in the Shopping Center for use by Tenant.

 

8.2 Signs . Tenant is hereby granted an exclusive easement to either (i) erect a pole sign of at least forty (40) feet in height along the west end of the Shopping Center so that it is visible from Chippenham Parkway in a location to be determined as provided herein or (ii) erect a sign on the roof of the existing Haynes Furniture Store, in either case, subject to approval by governmental authorities

 

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having jurisdiction over such sign. Tenant will be permitted only to erect one of the two signs described above. Tenant may also, at its election, erect two (2) exterior signs on the front and rear walls of the Premises. If Tenant erects a sign on the roof pursuant to these provisions, Tenant will repair any and all damage to the roof resulting from the posting of such sign. The design and location of the signs shall be subject to Landlord’s approval, not to be withheld, delayed or conditioned unreasonably. Landlord shall have ten (10) days to approve any submission of signage from Tenant. If not disapproved with reasons for disapproval stated by written notice to Tenant within such ten (10) day period, such submission shall be deemed approved. Tenant shall bear all costs in erecting such signs and shall be responsible for obtaining all governmental approvals requested therefore. Landlord agrees to join in and timely support all applications for permits, licenses and approvals necessary to erect and assemble such signs. Landlord shall also permit Tenant to place its sign panel on one of the currently vacant sign panels on the existing pylon for the Shopping Center as shown on Exhibit B . All signs shall be available to Tenant throughout the term of this Lease and any renewal.

 

8.3 Communications Installations . Tenant shall also have the exclusive right to use, throughout the term of this Lease and any renewal, at no additional expense, an area in the Shopping Center, in a location reasonably acceptable to Landlord and Tenant (the “Satellite Dish Area”) for installation, maintenance, operation, repair and replacement of satellite and other telecommunications equipment, provided all necessary governmental approvals are obtained by Tenant at Tenant’s expense. Tenant shall pay to Landlord any increased real estate taxes solely resulting from Tenant’s installations in the Satellite Dish Area, on demand after Landlord receives any bills which include such additional taxes. Landlord and Tenant shall work in good faith to agree on a mutually acceptable location for the Satellite Dish Area during the ninety (90) day period following execution hereof.

 

ARTICLE 9

Hazardous Materials

 

9.1 Environmental Requirements . Neither Landlord nor Tenant shall allow, permit or cause: (i) the generation, accumulation, storage, release or threat of release of hazardous substances, pollutants, hazardous waste or toxic materials as those terms are used in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 9601 et seq ., as amended, Toxic Substances Control Act of 1976, Resource Conservation and Recovery Act of 1976 or in any other federal, state or local law (and all regulations promulgated under any of the same) as such laws are amended from time to time (collectively, “Hazardous Substances”), on the Premises, including, but not limited to, polychlorinated biphenyls (PCBs) and asbestos, but not including hazardous substances which are used or disposed of by Tenant in its usual operations provided same are used, stored, handled and disposed of in compliance with all applicable

 

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laws and regulations, (ii) the spilling or leaking of petroleum products on or from the Premises (other than immaterial quantities in connection with the operation of motor vehicles); (iii) the draining, filling or modification of wetlands (as defined in federal, state or local law, regulation or ordinance) on the property on which the Premises is located; (iv) the disposal of any hazardous substances, hazardous waste or toxic materials, or (v) any other environmental condition with regard to the Premises which could result in liability for an owner or operator of the Premises.

 

9.2 Indemnification . Landlord shall, at all times, indemnify, defend and hold harmless Tenant against and from any and all claims, liens, suits, actions, debts, damages, costs, losses, liabilities, obligations, judgments, and expenses (including, without limitation, court costs and attorneys’ fees), of any nature whatsoever, arising from any prior use or operation of the Premises or Shopping Center and arising from or relating to Landlord’s acts which result in (i) non-compliance with any Federal, state or local environmental statutes including, without limitation, RCRA and CERCLA, as amended, or (ii) the release or discharge or disposal of any Hazardous Substance affecting the Premises or surrounding areas. The term Hazardous Substances shall include building materials and building components including, without limitation, asbestos contained in or comprising building materials or building components.

 

Tenant shall indemnify, defend and hold Landlord harmless against and from any and all claims, liens, suits, actions, debts, damages, costs, liabilities, obligations, judgments and expenses (including without limitation, court costs and attorneys fees) arising (i) from or out of Tenant’s non-compliance with any applicable Federal, state, or local environmental statutes, or (ii) from or out of the release or discharge or disposal by Tenant of any such Hazardous Substances on or in the Premises or surrounding area.

 

ARTICLE 10

Taxes, Assessments, and Commissions

 

10.1 Payment of Additional Rent . Subject to the limits in paragraph 10.5 below, Tenant shall pay its actual Prorata Share of Taxes (as defined herein) (see paragraph 10.2) and its share of CAM costs (see paragraph 10.3) to Landlord for periods after the Commencement Date. Tenant shall pay its share of Taxes within thirty (30) days after Tenant receives a copy of the paid Tax bill. Tenant shall pay its share of CAM costs on the first day of each month, commencing on the Rent Commencement Date and continuing on a monthly basis throughout the Lease Term. Tenant’s monthly payments shall be equal to one-twelfth (1/12) of Tenant’s actual CAM cost payment for the previous year, but for the period from the Commencement Date until the end of the first full calendar year after that date Tenant shall make estimated monthly payments in an amount reasonably determined by Landlord prior to the Commencement Date. Within 120 days after

 

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the expiration of each calendar year, Landlord shall furnish to Tenant Landlord’s annual statement of expenses, itemized by category (“Landlord’s Reconciliation”) and such other documentation as Tenant reasonably requests. Tenant shall pay to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s Reconciliation any outstanding deficiency for the foregoing calendar year. If Landlord’s Reconciliation reflects an overpayment by Tenant for the calendar year, Tenant shall be given a credit against CAM costs for the ensuing calendar year (or in the last year of the Lease Term, Tenant shall be given a cash refund of overpayment within thirty (30) days after the date of receipt of Landlord’s Reconciliation). Tenant’s “Prorata Share” for purposes of computing CAM costs and Taxes hereunder shall be the gross leasable area of the Premises (determined pursuant to paragraph 2.3 above) (excluding mezzanines) divided by the gross leasable area of all buildings (including the Building) in the Shopping Center (excluding mezzanines), and adjusted when necessary to reflect new leasable area (but shall not be increased if buildings in the Shopping Center are removed by casualty, condemnation, or otherwise). However, any increase in Tenant’s CAM costs and Taxes payment shall be limited as provided in paragraph 10.5 herein. CAM costs and Taxes shall be prorated for partial years. Landlord waives Taxes and CAM costs that are not billed within 24 months from the date due. The provisions of this Lease shall not be deemed to require Tenant to pay, by whatever name called, municipal, state, county, or federal income or receipts or excess profits Taxes assessed against Landlord, or municipal, county, state, or federal capital levy, estate, succession, inheritance, gift, or transfer Taxes of Landlord, or corporation franchise Taxes imposed upon any corporate owner of the fee of the Premises, or any tax, whatever form it takes, in lieu of any such Taxes.

 

10.2 Taxes . “Taxes” means all real estate Taxes and other levies and assessments against the Shopping Center (unless the Building is separately assessed), except (a) Taxes on undeveloped land in the Center; (b) Taxes on land in any out parcel area; (c) Taxes levied by special taxing districts; and (d) income, excess profit, estate, franchise, development, transfer, recordation and similar Taxes. Landlord shall send Tenant a copy of assessment notices at least 15 days before the appeal deadline. If Tenant requests that Landlord appeal a Taxes assessment, including any assessment on Tenant’s satellite dish installation, and if Landlord declines to appeal, Tenant may appeal that assessment at no cost to Landlord, but Landlord shall cooperate, and Tenant may deduct its appeal expenses from any Taxes refund obtained as a result of the appeal. Neither party may compromise an appeal without the other’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. ú

 

10.3 CAM . “CAM costs” means Landlord’s direct, out-of-pocket costs, charges, and expenses reasonably paid to “Third Parties” (i.e., parties that are neither Landlord nor affiliates of Landlord) or otherwise incurred as obligations to Third Parties by Landlord (without markups) in connection with cleaning,

 

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maintaining, repairing and insuring the Common Areas in accordance with Landlord’s obligations hereunder (including a third party management fee not to exceed 5% of those costs if outside management is employed), the premium for the casualty and liability insurance required under paragraph 15.1, and utilities such as water and sanitary sewer on master meters which serve multiple Tenants in the Shopping Center and parking lot lighting. However, “CAM costs” do not include: (1) the cost of any capital expenditures, provided that such capital expenditure costs shall be depreciated on a straight-line basis according to generally accepted accounting principles over their useful life for federal income tax purposes with only the annual straight-line depreciation attributable to the given lease year being included in CAM costs for such lease year, so long as such capital item reduces or eliminates a CAM cost that otherwise would have been payable by Tenant (but for this provision); (2) the cost of repairing or replacing any portion of the Common Area, the original construction of which was defective or where the repair or replacement is necessitated by Landlord’s negligent acts or omissions, or default of Landlord’s obligations under this Lease; (3) the cost of repairs that are covered by guaranties and/or warranties, or that are reimbursed, in whole or in part, by insurance, other tenants, or otherwise by third parties; (4) any Taxes or assessments levied against any portion of the Common Area (including without limitation any interest and penalties on such Taxes); (5) costs (other than reasonable grass cutting costs) to maintain unimproved land; (6) interest, late charges and/or penalties imposed on any CAM costs; (7) business license fees; (8) the cost of investigating, monitoring or remedying any environmental condition; (9) the cost of any improvements, repairs and maintenance (a) caused by or resulting from the negligence or acts or omissions of Landlord or (b) required in order to permit the occupation of space in the Center by other tenants, their respective agents, contractors, employees, and/or invitees (including without limitation any painting, redecorating or other work performed by Landlord for any tenant or prospective tenant); (10) the cost of any repairs, improvements, electricity, special cleaning or overtime services provided solely for the benefit of any other tenant or leasable area in the Center; (11) the cost of compliance with applicable legal requirements which are applicable to initial construction of the Improvements, supervision, profit, and/or general overhead, other than a possible 5 % administrative fee as set forth in this paragraph; (12) depreciation other than as set forth above with respect to capital expenditures; (13) interest on and amortization of debt; (14) repairs or other work (including rebuilding) occasioned by fire, windstorm or other casualty, whether or not insured, or repairs required by a condemnation; (15) rent payable under any lease to which this Lease is subject such as a ground or underlying lease; (16) costs incurred as a result of any violation by Landlord of such underlying or ground lease or any mortgage; (17) costs incurred as a result of enforcing leases against other tenants in the Center or in defense of Landlord’s title (including, without limitation, legal fees); or (18) salaries, wages, benefits or Taxes of employees, managing agents’ fees or leasing agents’ commissions. On 20 days’ notice to Landlord, Tenant may inspect or audit the CAM

 

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records at Landlord’s headquarters, not more often than annually. Tenant shall conduct any audit with a C.P.A. or accountant paid by Tenant, using generally accepted auditing standards, and not unreasonably interfering with Landlord’s business. Landlord shall promptly pay any overcharge of CAM costs due, and if the overcharge exceeds 5% of CAM costs due, Landlord also shall pay the audit cost.

 

10.4 Tenant’s Right to Contest . Intentionally deleted.

 

10.5 Annual Cap . Payments due from Tenant under paragraphs 10.1 and 10.2 above shall be subject, however, to an annual cap on increases. In no event shall Tenant’s combined payments under paragraphs 10.1 and 10.2 in the first year exceed One Dollar ($1.00) per square foot leased. Such amounts shall not increase in any subsequent year by an amount in excess of (i) the aggregate percentage change in the CPI Price Index over the 12 month period immediately preceding the first day of the 2 ^nd and each succeeding lease year, as applicable, multiplied by (ii) Tenant’s actual Prorata Share of CAM costs and Taxes for the immediately preceding lease year (as limited by this paragraph 10.5).

 

“CPI Price Index” means the Consumer Price Index, U.S. City Average, All Urban Consumers, All Items (1982-1984=100) published by the Bureau of Labor Statistics of the United States Department of Labor or, if the Bureau of Labor Statistics discontinues such publication, then any other corresponding standard cost of living index then prepared and published by the U.S. Government, such determination shall be made effective as of the first day of 2 ^nd and each subsequent lease year (each, an “Adjustment Date”). The aggregate percentage change in the CPI Price Index for such period shall be a fraction, the numerator of which is the CPI Price Index in effect on the Adjustment Date and the denominator of which is the Price Index in effect as of the first day of the immediately preceding lease year.

 

ARTICLE 11

Construction of Improvements; Use of Premises

 

11.1 Landlord’s Improvements . Landlord shall cause the Common Areas and Shopping Center to meet all requirements of the Americans with Disabilities Act related to access. Landlord shall also cause all utilities, other than water and sanitary sewer, to be separated from other tenant utility lines, stubbed into the Building and separately metered. Tenant acknowledges that since water cannot be subjected to separate metering, neither can sanitary sewer service. Landlord has installed a full interior sprinkler system to the Premises and shall bear any costs necessary to make such existing sprinkler system compliant with all applicable laws. Tenant shall have the right to modify the existing interior sprinkler systems and related equipment in accordance with Tenant’s final approved plans and specifications for the Premises at Tenant’s expense. Tenant, at Tenant’s sole expense, shall also be responsible for any other work, alterations or improvements

 

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necessary for Tenant to obtain a valid certificate of occupancy for the Premises. However, if repairs, alterations or improvements to the structural components of the Premises, systems or Shopping Center are required by applicable law in order for the Premises to meet current code requirements for general retail use and such repairs, alterations, or improvements are not due solely to the specific nature of Tenant’s improvements, Landlord shall perform the same at its expense. The foregoing work shall be fully completed by Landlord, at no cost to Tenant, prior to the Commencement Date. In addition, Landlord shall provide Tenant with a work allowance of $55,000.00 for use by Tenant in performing its HVAC work and plumbing/fixturing work in bathrooms. The allowance shall be paid to Tenant within ten (10) days following Tenant’s installation of the HVAC system and completion of bathroom improvement work. If the allowance is not paid within thirty (30) days following completion of the foregoing work, Tenant shall be entitled to offset such unpaid amounts against rent due hereunder.

 

If Tenant objects to any allocated assessment of water and sewer usage under Article 10, Tenant shall be entitled to install separate meters for the Premises and shall thereafter not be billed by Landlord for master water or sewer costs.

 

11.2 Tenant’s Improvements . Tenant shall renovate the Building pursuant to Plans and Specifications which are approved by Landlord. As part of Tenants work, Tenant shall install an HVAC system with at least thirty (30) tons of capacity and which shall, in Tenant’s sole opinion, be adequate to service Tenant’s use of the Premises. Tenant shall have the further right, at any time after the date hereof, to make interior alterations and improvements to the Premises as Tenant shall deem necessary or desirable, provided that said construction shall be of first class quality. All improvements made by the Tenant shall become the property of the Landlord at the expiration of this Lease. If any alterations or improvements involve exterior or structural changes, Tenant shall obtain Landlord’s written approval prior to Tenant undertaking such work, such approval not to be unreasonably withheld or delayed.

 

11.3 Indemnity by Tenant . Tenant covenants and agrees promptly to pay all sums legally due and payable by Tenant on account of any labor performed or materials supplied for which Tenant is responsible for the payment of and for which any lien is or can legally be asserted against the Building, including the improvements thereon (or Tenant’s leasehold interest hereunder) and that Tenant will save Landlord harmless from and against all such asserted claims or liens, including the cost of removing same. Tenant agrees that any lien for services, labor, or materials provided can only be placed on the Tenant’s leasehold interest in the improvements placed upon the Building, but not the land or existing improvements.

 

11.4 Compliance with Laws . Tenant agrees that all construction, alteration and improvements by Tenant shall comply with all applicable and lawful statutes, rules, orders, ordinances, requirements, and regulations of the City of Richmond,

 

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Virginia, the Federal Government, and any other governmental authority having jurisdiction over the Building. Tenant may, if in good faith and on reasonable grounds, dispute the validity of any charge, complaint, or action taken pursuant to or under color of any statute, rule, order, ordinance, requirement, or regulation, defend against the same, and in good faith diligently conduct any necessary proceedings to prevent and avoid any adverse consequence of the same. Tenant agrees that any such contest shall be prosecuted to a final conclusion as speedily as possible, and that it will hold Landlord harmless with respect to any actions taken by any lawful governmental authority with respect thereto.

 

11.5. Use . Tenant shall have the right, during the term hereof, to occupy a