**Exhibit 10.15**

 

REAL PROPERTY LEASE

between

 

LEE JOINT VENTURE,

a joint venture composed ofRobert B. Lee, Ronald E. Lee

and Terry N. Lee

Lessor

and

COUNTRY COACH, INC.,

an Oregon corporation Tenant

 

REAL PROPERTY LEASE

 

PARTIES: LEE JOINT VENTURE,. a joint venture of Robert B. Lee, RonaldE. Lee and Terry N. Lee (Lessor)

 

COUNTRY COACH, INC., an Oregon corporation (Tenant)

 

AGREEMENTS

 

1.  PREMISES. Lessor hereby leases to Tenant propertydescribed on Exhibit A attached hereto improvements thereon (Leased Premises).

 

2.  TERM. This lease shall run for a period offive (5) years commencing on November 1, 1995, and terminating at 12midnight on October 31, 2000. In addition, Tenant shall have the option torenew the term for two (2) additional successive periods of five (5) yearseach as hereinafter provided.

 

3.  RENT. Tenant shall pay as monthly rentEighty-four Thousand Three Hundred Sixty Dollars $84,360, in advance on thefirst day of each calendar month during the term of this lease. The rent shallbe paid to Lessor at the address hereinafter provided for giving notice toLessor, or at such other place or to such other person as Lessor may designatein writing. Rent for the last partial calendar month of this lease, if any,shall be prorated.

 

The monthlyrent shall be adjusted annually on the first day of November of each yearbeginning with November 1, 1996, to reflect changes in the cost of living.The adjustment shall be made by multiplying the rent in effect immediatelypreceding the adjustment by a fraction wherein the Index at the adjustment dateis the numerator and the Index one (1) year prior thereto is thedenominator. “Index” as used herein is defined as the United States Departmentof Labor Consumer Price Index for Urban Wage Earners and Clerical Workers,Portland, Oregon - Washington, All Items (1982-84 = 100).

 

If the Indexinformation is not available at the date of any adjustment to be madehereunder, the adjustment shall be made as soon as such information isavailable, retroactive to the effective date, and any adjustment in the rentshall be paid by Tenant to Lessor forthwith upon the furnishing of suchinformation from Lessor to Tenant. In the event the Index becomes unavailablefor any reason, the adjustment provided herein shall be based upon the mostcomparable index then available from the United States Department of Labor.

 

Notwithstandingany other provision contained herein, in no event shall the monthly rent bereduced below the amount of Eighty-four Thousand Three Hundred Sixty Dollars($84,360).

 

All taxes,insurance costs, utility charges, and any other amounts that Tenant is requiredby this lease to pay or reimburse to Lessor or third parties shall beadditional rent.

 

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4.  PURPOSE. Tenant may use and occupy theLeased-Premises for any lawful purpose.

 

5.  LIMITATIONSON USE.  Tenant shall not cause or permitany Hazardous Substance to be spilled, leaked, disposed of, or otherwisereleased on or under the Leased Premises. Tenant may use or otherwise handle onthe Leased Premises only those Hazardous Substances typically used or sold inthe prudent and safe operation of Tenant’s business. Tenant may store suchHazardous Substances on the Premises only in quantities necessary to satisfyTenant’s reasonably anticipated needs. Tenant shall comply with allEnvironmental Laws and exercise the highest degree of care in the use,handling, and storage of Hazardous Substances and shall take all practicablemeasures to minimize the quantity and toxicity of Hazardous Substances used,handled, or stored on the Leased Premises. Upon the expiration or terminationof this lease, Tenant shall remove all Hazardous Substances from the LeasedPremises. The term Environmental Law shall mean any federal, state, or localstatute, regulation, or ordinance or any judicial or other governmental orderpertaining to the protection of health, safety, or the environment. The termHazardous Substance shall mean any hazardous, toxic, infectious, or radioactivesubstance, waste, or material as defined or listed by an Environmental Law andshall include, without limitation, petroleum oil and its fractions.

 

6.  COMPLIANCEWITH LAW.  Tenant, at Tenant’s expense,shall promptly observe and comply with all present and future laws, orders,regulations, rules, ordinances and requirements of federal, state, county andcity governments with respect to the use, care and control of the LeasedPremises, including, but not limited to, the obligation to make any physicalmodifications to the Leased Premises necessary to comply with such applicablelaw.

 

7.  REPRESENTATIONS. Tenant acknowledges that this lease isaccepted and executed on the basis of Tenant’s own examination and personalknowledge of the value and condition of the Leased Premises; that norepresentation as to the value, condition or repair of the Leased Premises hasbeen made by Lessor or any agent of Lessor; and that Tenant agrees to take theLeased Premises in the condition the Leased Premises are in at the time of theexecution of this lease.

 

8.  ASSIGNMENTAND SUBLEASE.  The interest of Tenantunder this lease may not be assigned, wholly or partially, or encumbered, normay all or any portion of the Leased Premises be sublet, without the priorwritten consent of Lessor. The parties acknowledge that Lessor has asignificant interest in the person or persons occupying the Leased Premises andthat the granting or withholding of consent by Lessor to assignment orsubleasing shall be solely within the Lessor’s discretion. No assignment orsublease, or consent thereto by Lessor, shall relieve Tenant, wholly orpartially, from the obligations of Tenant to Lessor under this lease. Provided,that Lessor hereby consents to assignment of the lease to an entity which is thesurviving corporation in a merger with Tenant or which purchases all orsubstantially all of Tenant’s assets so long as such entity assumes this leaseand so long as Tenant, to the extent Tenant survives, remains liable on thelease. This consent does not consent to any other assignment or sublease bysuch entity.

 

9.  UTILITIES. Lessor shall furnish no utilities orservices, and Tenant shall arrange for, and pay for, all utilities and servicesused by Tenant upon the Leased Premises during the term of this lease,including, without limitation, gas, electricity, water, sewage service,telephone service and trash removal.

 

10.  ALTERATIONSAND IMPROVEMENTS.  Tenant shall have theright to modify the improvements upon the Leased Premises, and to construct additionalimprovements

 

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upon the Leased Premises upon the condition that such alterations andadditions do not decrease the fair market value of the Leased Premises. Uponthe termination of this lease, all trade fixtures installed by Tenant prior toor during the term of this lease may be removed by Tenant upon the conditionthat Tenant repair, at Tenant’s expense, any damage to the Leased Premisesresulting from such removal. Renewal of this lease or the extension of its termin any manner shall not affect the right of Tenant to remove trade fixtures andimprovements as provided herein.

 

11.  REPAIRSAND MAINTENANCE.  Tenant shall, at Tenant’sexpense, maintain the Leased Premises in good order and condition during theterm of this lease. Tenant shall repair and replace elements of the LeasedPremises in the same manner as a reasonably prudent owner, and repairs andreplacements shall be made without regard to the expiration of this lease.

 

12.  RETURNOF PREMISES.  Upon the expiration of thislease, or its termination for any cause, Tenant will return the Leased Premisesin the order and condition required under the provisions of the precedingparagraph of this lease, relating to repairs and maintenance, except for damageresulting from fire, acts of God or other casualty not caused by the negligenceor fault of Tenant.

 

13.  ACCESS BY LESSOR.  Lessor, or Lessor’s representatives andagents, shall have free access to the Leased Premises at reasonable times forthe purpose of examining or exhibiting the same or to make any repairs oralterations on the Leased Premises which the Lessor deems convenient for themaintenance or preservation thereof; provided that this paragraph shall not bedeemed a modification of the repair and maintenance responsibilities providedfor in this lease.

 

14.  LIENSAND ENCUMBRANCES.  Tenant shall keep theLeased Premises free and clear of any and all liens or encumbrances imposed orthreatened to be imposed on the Leased Premises by reason of any contract, actor omission by Tenant; provided that this paragraph shall not be construed torestrict the right of Tenant to grant security interests in its fixtures,inventory or other personal property located upon the Leased Premises.

 

15.  INJURYTO PROPERTY OR PERSON.  Tenant is to beresponsible for the condition of the Leased Premises during the term of thislease and any damage or injury to property or person resulting from thecondition of the Leased Premises, or the activities of Tenant and Tenant’sagents and employees thereon or any independent contractor hired by Tenant orany subtenants of Tenant or person upon the Leased Premises with the express orimplied consent of Tenant. Tenant shall indemnify and save Lessor harmless fromany loss, damage, claim or demand arising out of such condition or activities.Tenant shall obtain and maintain in full force and effect liability insurancein amounts as reasonably specified by Lessor from time to time, indemnifyingTenant from any liability, claim or demand arising out of such condition oractivities, and naming Lessor as an additional insured. Such insurance shall bewritten by an insurance company authorized to transact business within thestate of Oregon, and shall provide that such insurance may not be canceled orterminated in any manner without not less than ten (10) days’ writtennotice to Lessor. A copy of such insurance policy or a certificate evidencingsuch insurance coverage shall be furnished to Lessor upon written request to Tenant.

 

16.  DEFAULT BY TENANT.  In the event Tenant shall fail to pay anypayment coming due hereunder from Tenant to Lessor within ten (10) daysfrom the due date thereof, or in the event Tenant shall violate or fail toperform any other covenant, condition or provision of this lease within fifteen(l5) days after written notice thereof is given to Tenant by Lessor, Lessorshall be entitled to

 

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the following remedies:

 

a.  Withoutterminating this lease, Lessor shall be entitled to recover from Tenant anyamounts due hereunder, or any damages arising out of the violation or failureof Tenant to perform any covenant, condition or provision of this lease.

 

b.  Lessormay elect to terminate this lease and any and all interest and claim of Tenantby virtue of such lease, whether such interest or claim is existing orprospective, and to terminate all interest of Tenant in the Leased Premises.Such termination shall, at the election of Lessor, also terminate any subleaseby Tenant, whether or not Lessor has theretofore consented to such sublease.

 

c.  Lessor may elect to relet the Leased Premisesas an agent for Tenant.

 

The foregoing remedies shall be in additionto, and shall not exclude, any other remedy available to Lessor at law or inequity. The ten (10) day grace period for the payment of amounts comingdue hereunder is in recognition of the ten (10) day grace period for thepayment of rent provided by the statutes of the state of Oregon; and shall notbe construed as an addition to, or an extension of, such grace period providedby statute. All remedies, to the extent they are not inconsistent with eachother, shall be deemed cumulative. The election by Lessor of one remedy shallnot prevent the subsequent election by Lessor of an inconsistent remedy unlessTenant has substantially changed Tenant’s position in reliance upon such priorelection by Lessor.

 

In the event this lease is terminated, allobligations and indebtedness of Tenant to Lessor arising out of this leaseprior to the date of such termination shall survive such termination.

 

Upon such termination, or upon the electionby Lessor to relet the Leased Premises, Lessor may reenter the Leased Premisesand take possession thereof and remove any persons and property by legal actionor by self-help with the use of reasonable force and without liability fordamages, and Tenant shall indemnify and hold Lessor harmless from any claim ordemand arising out of such reentry and removal of persons or property.

 

In the event Lessor reenters the LeasedPremises upon termination, or for the purpose of reletting, Lessor may reletall or some portion of the Leased Premises, alone or in conjunction with otherproperties, for a term longer or shorter than the term of this lease, upon anyreasonable terms and conditions, including the granting of a period ofrent-free occupancy or other rental concession, and Lessor may, but shall notbe required to, relet the Leased Premises for any use or purpose other thanspecified in this lease, and Lessor shall not be required to relet to anytenant which Lessor may reasonably consider objectionable.

 

In the event of termination by Lessor, Lessorshall be entitled to recover immediately as damages the total of the followingamounts:

 

a.  Anyamount by which Tenant’s total obligations under lease exceed the reasonablerental value of the Leased Premises as at the date of default, for theremaining term of this lease.

 

b.  Thereasonable costs of reentry and reletting, including, but not

 

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limited to, any expense of cleaning,repairing, altering, remodeling, refurbishing, removing Tenant’s property, orany other expense incurred in recovering possession of the Leased Premises orreletting the Leased Premises, including, but not limited to, attorney’s fees,court costs, broker’s commissions and advertising expense.

 

c.  Theloss of rent accruing until the date when a new tenant has been, or with theexercise of reasonable diligence could have been, obtained.

 

In the event Lessor relets the premises asagent for Tenant, Lessor shall be entitled to recover immediately as damagesthe total of the following amounts:

 

a.  Anamount equal to the total rental coming due for the term of this lease, computedbased upon the periodic rent provided for herein and without discount orreduction for the purpose of adjusting such payment to present value ofanticipated future payments, less any payments theretofore applied against suchtotal rental.

 

b.  Thereasonable costs of reentry and reletting, including, but not limited to, anyexpense of cleaning, repairing, altering, remodeling, refurbishing, removingTenant’s property, or any other expense incurred in recovering possession ofthe Leased Premises or reletting the Leased Premises, including, but notlimited to, attorney’s fees, court costs, broker’s commissions and advertisingexpense.

 

All payments received by Lessor fromreletting shall be applied upon indebtedness and damages owing to Lessor fromTenant, if any, and the balance shall be remitted to Tenant.

 

17.  DESTRUCTION OF PREMISES.  If the Leased premises are damaged by act ofGod, by fire or other casualty, to the extent of fifty percent (50%) or less ofthe replacement cost thereof prior to such casualty (partial damage), and suchpartial damage can be repaired at a cost which does not exceed the collectibleproceeds of insurance covering such loss, Lessor shall repair such damage. Ifthe Leased Premises are damaged by act of God, by fire or other casualty to theextent of fifty percent (50%) or less of the replacement cost thereof prior tosuch casualty (partial damage), and the cost of repair of the partial damageexceeds the collectible proceeds of insurance covering such loss, the Lessor shallnotify Tenant of the amount of such excess cost and Tenant shall have ten (10) daysfrom the date of such notice within which to notify Lessor of the election ofTenant to pay such excess cost.

 

If Tenant elects to pay such excess cost,Lessor shall repair such damage, and Tenant shall pay to Lessor in advance, theamount of such excess cost. If Tenant does not elect to pay such excess cost,and Lessor considers it impractical or inadvisable to repair the partialdamage, Lessor shall give Tenant written notice of such decision within ten (10) daysafter receipt by Lessor of notice from Tenant of Tenant’s election not to paysuch excess cost, and this lease shall terminate as of the date of suchcasualty. Lessor shall have the alternative to repair such damage, at theexpense of Lessor, and in such event this lease shall continue in full forceand effect.

 

If the Leased Premises are damaged ordestroyed by act of God, by fire or other casualty to the extent of more thanfifty percent (50%) of the replacement cost thereof prior to such casualty, andLessor considers it impractical or inadvisable to repair or reconstruct, Lessorshall give Tenant written notice of such decision and this lease shallterminate as of the date of such damage or destruction. Lessor shall have aperiod of thirty (30) days following the damage

 

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or destruction within which to decide whether repairs or reconstructionshall be made. If Lessor elects to repair or reconstruct, this lease shallcontinue in full force and effect.

 

Any repairs to be made under the provisionsof this paragraph shall be commenced without undue delay and shall bediligently prosecuted to completion. In no event shall Tenant be entitled toany reduction of rent from the date of such damage or destruction until therepair or reconstruction is completed.

 

Trade fixtures of Tenant and leaseholdimprovements made by Tenant shall not be considered in determining thepercentage of damages under this paragraph. Nothing contained herein shall beconstrued as a limitation upon the right of Tenant to insure such tradefixtures or leasehold improvements for the benefit of Tenant.

 

18.  CONDEMNATION.  If the Leased Premises, in whole or in part,are taken or condemned for public use (an agreed sale to a public orquasi-public corporation or utility after threat of condemnation constitutes ataking for public use), all compensation awarded upon such condemnation ortaking shall be paid directly to Lessor, and Tenant hereby irrevocably assignsand transfers to Lessor all of Tenant’s rights and claims to compensation ordamages, including severance damages, to which Tenant might become entitledduring the term hereof by reason of such taking. Upon any such taking bycondemnation, the title to the property so taken shall vest in the condemnor,free and clear of this lease, subject to Lessor’s right to compensation in thestead of Tenant and as owner, and, except for said rights to compensation, thislease shall terminate as to the property so taken, and the rental shall beproportionately reduced for the remainder of the term. If there is a partialtaking of the Leased Premises and the remaining portion of the Leased Premisesafter such taking is not reasonably sufficient for Tenant’s use, Tenant shallhave the right to terminate this lease as of the date of such condemnation ortaking by giving written notice thereof to Lessor within thirty (30) days afterthe date of such condemnation or taking. This paragraph shall not be deemed a waiveror modification of any right which Tenant shall have to recover directly fromsuch condemnor any claim for business interruption or moving or relocationexpense.

 

19.  PROPERTYDAMAGE INSURANCE.  Tenant shall obtainand maintain in force, at Tenant’s expense, a policy or policies of fireinsurance with extended coverage in an amount not less than the full insurablevalue of the Leased Premises at any time, and with an endorsement providingcoverage for loss of rent as a result of damage to or destruction of the LeasedPremises. Such policies shall name Lessor as the insured thereunder and shallname such additional loss payees as Lessor may from time to time designate.Such policies shall include replacement value provisions, and Tenant shallcomply with all of the provisions of such policies relating to replacementvalue including the furnishing of an appraisal to establish that the amount ofsuch coverage is not less than the minimum percentage required in order tomaintain replacement value provisions in force. Such insurance shall be writtenby an insurance company authorized to transact business in the state of Oregonand shall provide that such insurance may not be canceled or terminated in anymanner without not less than ten (10) days’ written notice to Lessor andadditional loss payees named on such policy. Certificates of insurance, orother satisfactory evidence of such insurance, shall be furnished by Tenant toLessor, upon written request.

 

20.  TAXESAND ASSESSMENTS.  Tenant shall pay allreal property taxes upon the Leased Premises and all personal property taxesupon property of Tenant located upon the Leased Premises, promptly as the samebecome due. Real property taxes for the last partial fiscal year of this leaseshall be prorated between Lessor and Tenant as at the commencement date andtermination date of this

 

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lease. Tenant shall pay all assessments hereafter levied against theLeased Premises, or a portion thereof, during the term of this lease, includingassessments coming due to any special purpose governmental district; providedthat Tenant shall have the right to bancroft any such assessments forimprovements and, in the event such assessments are bancrofted, Tenant shall beresponsible for payment only of the payments coming due during the term of thislease. In modification of this provision, in the event Tenant requests orinitiates any such improvement, in any manner now or hereafter provided by law,Tenant shall have the right to bancroft any assessment for such improvementonly if Tenant has obtained the written consent of Lessor to such improvement;provided that such consent shall not be unreasonably withheld.

 

If a new charge or fee relating to theownership or use of the Leased Premises or the receipt of rental therefrom orin lieu of property taxes is assessed or imposed, then, to the extent permittedby law, Tenant shall pay such charge or fee. Tenant, however, shall have noobligation to pay any income, profits, or franchise tax levied on the netincome derived by Lessor from this lease.

 

21.  OPTION TO RENEW.  If Tenant is not in default at the time of thegiving of notice of the exercise of the option to renew, and at thecommencement date of the renewed term, Tenant shall have two (2) optionsto renew the Lease, each for an additional period of five (5) years, bygiving written notice thereof to Lessor not less than ninety (90) days prior tothe expiration date of the initial term of the Lease or the current renewalterm of the Lease, whichever is applicable. Each renewed term shall be upon theidentical terms and conditions contained in the Lease for the initial term,including annual adjustments to rent based upon the CPI as set forth herein.

 

22.  FIRSTRIGHT OF REFUSAL.  If, during the term ofthis lease or any renewal term, Lessor is prepared to accept a bona fide offerfrom any party to purchase the Leased Premises, Lessor shall give writtennotice to Tenant of the terms of such purchase offer and Tenant shall have aperiod of seven (7) days from the date of receipt of such notice withinwhich to elect to purchase on the identical terms and conditions of such offer,by giving written notice of such election to Lessor. If Tenant fails to givesuch timely written notice of election to purchase, Lessor shall have a periodof ninety (90) days from the date of the expiration of the period for giving ofnotice by Tenant to transfer the premises upon terms not more favorable to thepurchaser than contained in such notice.

 

23.  MORTGAGEPRIORITY.  This lease is and shall beprior to any mortgage or deed of trust (“Encumbrance”) recorded after the dateof this lease affecting the Leased Premises. However, if any lender holdingsuch an Encumbrance requires that this lease be subordinate to the Encumbrance,then Tenant agrees that the lease shall be subordinate to the Encumbrance ifthe holder thereof agrees in writing with Tenant that as long as Tenantperforms Tenant’s obligations under this lease no foreclosure, deed given in lieuof foreclosure, or sale pursuant to the terms of the Encumbrance, or othersteps or procedures taken under the Encumbrance shall affect Tenant’s rightsunder this lease. If the foregoing condition is met, Tenant shall execute thewritten agreement and any other documents required by the holder of theEncumbrance to accomplish the purposes of this paragraph. If the LeasedPremises are sold as a result of foreclosure of any Encumbrance thereon, orotherwise transferred by Lessor or any successor, Tenant shall attorn to thepurchaser or transferee.

 

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24.  ESTOPPELCERTIFICATE.  Tenant shall, at any timeand from time to time, upon not less than ten (10) days’ prior writtennotice from Lessor, execute, acknowledge, and deliver to Lessor a statement inwriting certifying that this lease is unmodified and in full force and effect(or if there have been modifications, that this lease is in full force andeffect as modified and stating the modifications), stating the dates to whichthe rent and other charges hereunder have been paid by Tenant, stating whetheror not Lessor is in default in the performance of any covenant, agreement orcondition contained in this lease and, if so, specifying each default, and statingthe address to which notices to Tenant shall be sent.

 

25.  OPTION TO PURCHASE.  Effective as of the end of the initial term ofthe Lease or as of the end of any renewal term if that renewal option wasexercised, Tenant shall have the option to elect to purchase the Leasedpremises for its then “current fair market value” (as defined herein), to bepaid in full in cash upon the closing of such sale. Any indebtedness due toLessor from Tenant under the terms of this lease shall be paid in full at thetime of the closing of this sale.

 

This option shall be exercised by Tenantgiving written notice to Lessor at least ninety (90) days prior to the end ofthe initial term of the Lease or any renewal term, and the sale shall be closedupon such expiration of the initial term or renewal term. Upon closing, Lessorshall execute and deliver a statutory warranty deed to Tenant conveying theLeased Premises free and clear of all liens and encumbrances except easements,conditions and restrictions of record, real property taxes and assessments, anylien or encumbrance created by or through Tenant, the interest of Tenant underthis lease, and any other interest not materially affecting Tenant’s use of thepremises. Rental coming due hereunder shall be prorated as at the date ofclosing. Upon closing, Lessor shall furnish to Tenant, at Lessor’s expense, anowner’s title insurance policy in the full amount of the purchase price namingTenant as vestee and insured free and clear of all exceptions except standardprinted exceptions and exceptions which are authorized to be contained in thestatutory warranty deed from Lessor to Tenant. Closing shall occur at CascadeTitle Co. and title insurance shall be issued by Cascade Title Co. If suchcompany is unable to close or issue insurance for any reason, closing shalloccur or title insurance shall be issued at such other duly authorized LaneCounty title company as is selected by Lessor. All costs of closing shall beallocated between the buyer and seller as is then customary in Lane County,Oregon.

 

“Current fair market value” shall bedetermined by agreement of Lessor and Tenant. If Lessor and Tenant are unableto agree upon current fair market value within thirty (30) days after the dateTenant exercises the option to purchase, then current fair market value shallbe determined by a mutually agreeable appraiser or, if the parties are unableto agree upon an appraiser, then by having the parties each designate an MAlappraiser and the two appraisers agree on a third MAl appraiser, with thedetermination to be made by third appraiser, which determination shall bebinding and conclusive upon Lessor and Tenant, absent gross error or bad faith.If Lessor and Tenant are unable to agree upon an appraiser, or if the two MAlappraisers designated by them are unable to agree upon a third MAl appraiser,then the third MAl appraiser shall be appointed by the Circuit Court of theState of Oregon upon application of either Lessor or Tenant. In all cases thecost of the appraiser, and the cost of having the appraiser appointed by thecourt should that be necessary, shall be borne equally by Lessor and Tenant. “Currentfair market value” shall be determined as of the date of the appraisal. Theclosing date shall be extended as needed as needed for any delay occasioned bythe appraisal process.

 

26.  COUNSEL.  The parties acknowledge that this lease hasbeen drafted by the law office of Hershner, Hunter, Moulton, Andrews &Neill; that such law

 

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office’ represents Tenant in connection with the drafting of thislease; that such law office does not represent Lessor in connection with thedrafting of this lease; that Ronald E. Lee is represented by Doyle, Gartland,Nelson & McCleery in connection with this lease, and Robert E. Lee andTerry N. Lee are represented by Arnold Gallagher Saydack Percell &Roberts in connection with this lease; and all parties hereby consent toHershner, Hunter, Moulton, Andrews & Neill drafting this lease andrepresenting Tenant in connection therewith.

 

27.  CONDITIONS. In the event Tenant makes an assignmentfor the benefit of Tenant’s creditors of all or any portion of the assets ofTenant; or in the event Tenant proposes or consents to a composition withunsecured creditors of Tenant; or in the event any interest of Tenant hereunderis levied upon by legal process for the enforcement of any debt of Tenant,individually or jointly; or in the event Tenant becomes insolvent; Lessor shallhave the right to terminate this lease by giving written notice of terminationto Tenant. Specifically, the time periods for curing defaults provided in theparagraph of this lease relating to default by Tenant shall not be applicableto the provisions of this paragraph. If Tenant is a partnership consisting ofone or more individuals or business entities, the right of Lessor to terminatethis lease upon occurrence of the events specified in this paragraph shallapply to each individual or business entity.

 

28.  WAIVEROF SUBROGATION RIGHTS.  Each of theparties hereto hereby releases the other, and the agents, employees andsuccessors of such other party, from all claims, demands and liabilitiesarising from unintentional acts or omissions of the other party which result inloss for which the party sustaining such loss is indemnified under a policy orpolicies of insurance.

 

29.  HOLDINGOVER.  In the event Tenant shall holdover after the expiration of the term of this lease, or an extended term, suchholding over shall be deemed to create a tenancy at will which may beterminated at any time by Lessor or Tenant. Rent during such holdover periodshall be ten percent (10%) per month more than the rent due prior to suchtermination, payable as provided in this lease.

 

30.  PRIORLEASE.  The parties agree that certainLease between the parties dated April 30, 1993, is hereby terminatedeffective as of October 31, 1995, except for any rights or obligationswhich accrued on or prior to October 31, 1995.

 

31.  NOTICES. Any notices required or permitted to begiven under the term of this lease, or by law, shall be in writing and may begiven by personal delivery or certified mail, directed to the parties at thefollowing addresses, or such other address as any party may designate inwriting prior to the time of the giving of such notice, or in any other mannerauthorized by law:

 
|   | LESSOR:                    |
|--------|----------------------------|
|   | P.O. Box 400          |
|   | Junction City Oregon 97448 |
|   |                       |
|   | Ronald E. Lee              |
|   | 94862 Link Ridge Drive     |
|   | Junction City Oregon 97448 |
|   |                       |
|   | TENANT:                    |
|   | P.O. Box 400          |
|   | Junction City Oregon 97448 |

 

Any noticegiven shall be effective when actually received, or if given by certified mail,then forty-eight (48) hours after the deposit

 

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of such notice in the United States mail withpostage prepaid.

 

32.  BINDINGEFFECT.  All of the covenants,agreements, conditions and terms contained in this lease shall be binding uponapply and inure to the benefit of the successors and assigns of the respectiveparties hereto, and all said covenants sha11 be construed as covenants runningwith the land. However, nothing in this paragraph shall be construed asmodifying in any way any restrictions on assignment and sublease provided inthis lease.

 

33.  WAIVER. No waiver of any right arising out of abreach of any covenant, term or condition of this lease shall be a waiver ofany right arising out of any other or subsequent breach of the same or anyother covenant, term or condition or a waiver of the covenant, term orcondition itself.

 

34.  INTEGRATION. This lease constitutes a final and complete statement of the agreementbetween the parties, and fully supersedes all prior agreements or negotiations,written or oral.

 

35.  LEGALPROCEEDINGS.  In the event any legalproceeding is commenced for the purpose of interpreting or enforcing anyprovision of this lease, the prevailing party in such proceeding shall beentitled to recover a reasonable attorney’s fee in such proceeding, or anyappeal thereof, in addition to the costs and disbursements allowed by law.

 

36.  LESSORNOT LIABLE TO TENANT FOR DAMAGES.  Lessorshall not be liable for any damages caused, or alleged to be caused by failureto keep the Leased Premises in repair, nor for any damage caused or alleged tobe caused by or from any leaking, bursting, or failure of any pipe or otherfacility, water, ice, or snow, nor for any damages arising from acts or neglectof co-tenants or other occupants of the Leased Premises or of any owners oroccupants of adjacent or contiguous property.

 

Dated this 12th day of October 1995

 
|   | By:                 | /s/ Robert B. Lee      |   |
|--------|---------------------|------------------------|--------|
|   |                | Robert B. Lee          |   |
|   |                |                   |   |
|   | By:                 | /s/ Ronald E. Lee      |   |
|   |                | Ronald E. Lee          |   |
|   |                |                   |   |
|   | By:                 | /s/ Terry N. Lee       |   |
|   |                | Terry N. Lee           |   |
|   |                |                   |   |
|   | COUNTRY COACH, INC. |                   |
|   |                |                   |   |
|   | By:                 | /s/ Jack Courtermanche |   |
|   |                | Jack Courtermanche     |   |
|        |                     |                        |        |  |  |

 

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