EXHIBIT 10.2
------------
THE PRIVATE BANK AND TRUST COMPANY
LEASE OF PREMISES AT
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
TABLE OF CONTENTS
-----------------
PARAGRAPH PAGE NO.
--------- --------
Schedule.............................................................. 1
1. Lease of Premises................................................ 3
2. Term............................................................. 3
3. Base Rent........................................................ 3
4. Additional Charges............................................... 3
5. Use of Leased Premises........................................... 7
6. Condition of Leased Premises..................................... 7
7. Services......................................................... 7
8. Repairs.......................................................... 9
9. Alterations...................................................... 9
10. Covenant Against Liens........................................... 10
11. Insurance........................................................ 11
12. Fire or Casualty................................................. 12
13. Waiver of Claims - Indemnification............................... 13
14. Nonwaiver........................................................ 14
15. Condemnation..................................................... 14
16. Assignment and Subletting........................................ 14
17. Surrender of Possession.......................................... 17
i
18. Holding over....................................................... 17
19. Estoppel Certificate/Environmental Disclosures..................... 17
20. Mortgage or Ground Lease by Landlord............................... 18
21. Certain Rights Reserved by Landlord................................ 20
22. Intentionally Deleted.............................................. 21
23. Landlord's Remedies................................................ 21
24. Covenant of Quiet Enjoyment........................................ 24
25. Intentionally Deleted.............................................. 25
26. Other Agreements of Tenant......................................... 25
27. Real Estate Broker................................................. 25
28. Miscellaneous...................................................... 25
29. Notices............................................................ 28
30. Limitation on Landlord's Liability................................. 29
31. Renewal Option..................................................... 29
32. Right of First Offer............................................... 30
33. Zoning............................................................. 31
EXHIBITS
Exhibit A Legal Description of the Land
Exhibit B Outline of the Leased Premises
Exhibit C Tenant Improvement Work Letter
Exhibit D Janitorial Services
Exhibit E Tenant Occupancy Timetable
Exhibit F Exclusive Parking
Exhibit G Commencement Date Agreement
Exhibit H Tenant's Current Business
ii
LEASE
-----
THIS LEASE is made this ____ day of October, 1996 between COLUMBIA LISLE
LIMITED PARTNERSHIP, an Illinois limited partnership, hereinafter referred to as
"LANDLORD", and THE PRIVATE BANK AND TRUST COMPANY, an Illinois banking
association, hereinafter referred to as "TENANT". The term "BUILDING" as used
herein refers to the building located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇. The land on which the Building is located (a legal description of
which is attached as Exhibit A) is hereinafter referred to as the "LAND". The
Building and the Land are hereinafter collectively called the "PROPERTY." The
following Schedule is an integral part of this Lease.
SCHEDULE
--------
1. Description of Leased Premises: A portion of the Building, consisting
of approximately 4,200 rentable square feet, more or less.
2. Tenant's Type of Business: Financial services.
3. Base Rent:
ANNUAL BASE RENT
PER TOTAL MONTHLY
R.S.F. ANNUAL RENT INSTALLMENT
------ ----------- -----------
$23.00 $96,600.00 $8,050.00
4. Term: Five (5) years, commencing December 15, 1996 (hereinafter
referred to as the "COMMENCEMENT DATE") and ending December 14, 2001 unless
otherwise terminated or extended as provided in this Lease (hereinafter referred
to as the "TERMINATION DATE"); provided, however, that if the Commencement Date
is other than the first day of a month, then the Termination Date shall be the
five (5) year anniversary of the last day of the month in which the Commencement
Date occurs, unless otherwise terminated or extended as provided in this Lease.
5. Tenant's Share: 26.6% (the ratio of the number of square feet of net
rentable area in the Leased Premises, to the number of square feet of net
rentable area in the Building).
6. Broker: CB Commercial (▇▇▇▇ ▇▇▇▇▇▇).
7. Addresses for Notices:
If to Landlord: Columbia Lisle Limited Partnership
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with copy to: ▇▇▇▇▇ ▇▇▇▇, Esq.
Rash & Associates, P.C.
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Tenant: The Private Bank and Trust Company
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
with copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Ltd.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
8. Managing Agent: InSite Real Estate Development, L.L.C.
This Lease is subject to the terms and conditions of all Exhibits attached
hereto, which Exhibits are hereby made a part of this Lease.
LANDLORD: TENANT:
-------- ------
COLUMBIA LISLE LIMITED PARTNERSHIP, THE PRIVATE BANK AND TRUST COMPANY,
an Illinois limited partnership an Illinois banking association
By: Columbia Holdings, Ltd., an
Illinois corporation, its general By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
partner --------------------------------
Its: Managing Director
------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇ Rash
-------------------------------
By: ▇▇▇▇▇ ▇▇▇▇ Rash, Vice President
2
TERMS AND CONDITIONS
--------------------
1. LEASE OF PREMISES.
-----------------
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,
the premises (hereinafter referred to as the "LEASED PREMISES") described in the
Schedule to this Lease (hereinafter referred to as the "SCHEDULE") and shown on
the Outline of the Leased Premises attached as Exhibit B, subject to the
covenants, terms, provisions and conditions of this Lease, together with the
exclusive right to use those parking spaces indicated on the attached Exhibit F,
and together with the non-exclusive right to use, in common with others, all
parking spaces, drive aisles, entryways and other parking improvements within
the Property which are not designated for the exclusive use of Landlord or
others.
2. TERM.
----
The term of this Lease (hereinafter referred to as the "TERM") shall be as
set forth in the Schedule.
3. BASE RENT.
---------
All payments due under this Lease from Tenant shall be made to Landlord at
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or to such other persons or at such
other place as Landlord may from time to time designate in writing, in coin,
currency or check which, at the time of payment, is legal tender for private or
public debts in the United States of America. Tenant agrees to pay the
applicable annual Base Rent set forth in the Schedule, payable in equal monthly
installments in the applicable amounts set forth in the Schedule, in advance, on
or before the first day of each and every month during the Term, without demand
or billing and without any set-off or deduction whatsoever. If either the Term
or the obligation to pay Base Rent commences other than on the first day of a
month or ends other than on the last day of a month, the Base Rent for such
month shall be prorated on a per diem basis.
4. ADDITIONAL CHARGES.
------------------
In addition to paying the Base Rent specified in Paragraph 3 hereof, Tenant
shall pay as "ADDITIONAL CHARGES" the amounts determined pursuant to Paragraphs
B and C of this Paragraph 4. Additional Charges shall be payable in the same
manner, time and place as Base Rent and without demand or billing and without
any set-off or deduction whatsoever, except as expressly provided for in this
Paragraph 4. Without limitation on other obligations of Tenant which shall
survive the expiration of the Term, the obligations of Tenant to pay the
Additional Charges provided for in this Paragraph 4 shall survive the expiration
of the Term.
A. DEFINITIONS. As used in this Paragraph 4, the following terms
-----------
shall have the following meanings:
3
(i) "LEASE YEAR" shall mean each calendar year in which any
part of the Term falls, including the calendar years in which the
Commencement Date and Termination Date occur.
(ii) "BASE YEAR" shall mean 1997.
(iii) "OPERATING EXPENSES" shall mean all expenses, costs and
disbursements of every kind and nature (determined for each calendar year
on an accrual basis) paid or incurred by Landlord in connection with the
ownership, management, operation, repair and replacement of the Property,
except the following:
(a) Taxes (as such term is hereinafter defined);
(b) Costs of initial improvements to, or Alterations
(as such term is hereinafter defined) of, any tenant's premises;
(c) Principal or interest payments on loans secured by
mortgages or trust deeds on the Property, if any;
(d) Costs of capital improvements (other than repairs
and replacements of parts of the Building or personal property used in
connection with the Building), except that Operating Expenses shall
include (i) the cost during the Term, as reasonably amortized by
Landlord with interest on the unamortized amount at the Interest Rate,
of any capital improvement which is intended to reduce any component
cost included within Operating Expenses and (ii) the cost of any
capital improvements which are intended to keep the Property in
compliance with all governmental rules and regulations applicable from
time to time thereto, which are enacted after the Effective Date or
which are imposed because of the specific use to which Tenant puts the
Leased Premises;
(e) Depreciation or amortization of any improvements,
except as specifically set forth in this Lease;
(f) Costs of repairs, alterations or replacements
caused by casualty losses to the extent customarily insured against by
owners of office buildings of similar size, age and construction in
the Oak Brook, Illinois area;
(g) Costs of repairs, alterations or replacements
caused by the exercise of the rights of eminent domain to the extent
Landlord receives net condemnation proceeds therefor;
(h) Costs and expenses incurred in connection with
leasing space in the Building, such as legal fees for the preparation
of leases, tenant allowances, space planner fees, real estate brokers'
leasing commissions and advertising and
4
promotional expenses, expenses of any leasing office incurred with
regard to leasing the Building, or portions thereof;
(i) Court costs and legal fees incurred with regard to
enforcing the obligations of tenants under other leases; or,
(j) Management fees.
(iv) "TAXES" shall mean (a) real estate taxes and assessments,
both general and special, assessed or imposed with respect to the Land or
the Building, (b) ad valorem taxes assessed or imposed upon personal
property owned by Landlord or Managing Agent and used in the operation of
the Land or the Building, (c) taxes based upon leases or the receipt of
rent which either supplement, are in addition to or are in lieu of any item
described in (a) or (b) above, and (d) fees and expenses incurred by
Landlord to obtain a reduction of or a limit on the increase in any of the
items (a) through (c) above, regardless of whether or not any such
reduction or limitation is obtained; provided, however, that except as
provided above, Taxes shall not include penalties or late fees, any
inheritance, estate, succession, transfer, gift, franchise, general net
income or capital stock tax imposed upon Landlord. In determining the
amount of Taxes for any year, the amount of special assessments to be
included shall be limited to the amount of the installment (plus any
interest payable thereon) of such special assessment required to be paid
during such year had Landlord elected to have such special assessment paid
over the maximum period of time permitted by law. Except as provided in the
preceding sentence, all references to Taxes "for" a particular year shall
be deemed to refer to Taxes levied or assessed with respect to such year
without regard to when such Taxes are paid or payable. The amount of any
refund of Taxes received by Landlord shall be credited against Taxes for
the year in which such refund is received but only to the extent such
refund relates to Taxes levied or assessed for a year within the Term.
(v) "TENANT'S SHARE" shall mean the percentage set forth in
the Schedule as Tenant's Share; provided, however, if less than one hundred
percent (100%) of the Building's rentable area shall have been occupied by
tenants at any time during any Lease Year, then at Landlord's election
Operating Expenses for such Lease Year shall be the amount which Landlord
in good faith determines is the amount Operating Expenses would have been
for such Lease Year had occupancy been one hundred percent (100%)
throughout such Lease Year.
B. EXPENSE ADJUSTMENT. During each Lease Year commencing with the
------------------
Lease Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter
referred to as the "EXPENSE ADJUSTMENT AMOUNT") equal to Tenant's Share of the
excess of Operating Expenses for each such Lease Year over Operating Expenses
for the Base Year; except that Tenant shall be required to pay only a pro rata
amount of the Expense Adjustment Amount for the Lease Year in which the last
days of the Term occur, pro rated on a per them basis. The Expense Adjustment
Amount with respect to each Lease Year shall be paid in monthly installments in
advance on the first day of each and every calendar month during such Lease
Year, commencing on the January 1, 1998, in an amount estimated from time to
time by Landlord and communicated by written notice to
5
Tenant. Landlord shall cause to be kept books and records showing Operating
Expenses in accordance with an appropriate system of accounts and accounting
practices consistently maintained. As soon as practicable following the end of
the Base Year, Landlord will deliver to Tenant a statement showing Operating
Expenses for the Base Year. As soon as practicable following the close of the
1998 and each subsequent Lease Year, Landlord shall deliver to Tenant a
statement setting forth (a) the actual Expense Adjustment Amount for such Lease
Year; (b) the total of the estimated monthly installments of the Expense
Adjustment Amount paid to Landlord for such Lease Year; (c) the actual Expense
Adjustment Amount for the Base Year; and (d) the amount of any excess or
deficiency with respect to such Lease Year, Tenant shall pay any deficiency to
Landlord as shown by such statement within thirty (30) days after receipt of
such statement. If the total of the estimated monthly installments paid by
Tenant during any Lease Year exceeds the actual Expense Adjustment Amount due
from Tenant for such Lease Year, at Landlord's option such excess shall be
either credited against payments next due hereunder or refunded by Landlord,
provided Tenant is not then in default hereunder.
C. TAX ADJUSTMENT. During each Lease Year commencing with the Lease
--------------
Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter
referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the
excess of Taxes for each such Lease Year over the amount of Taxes for the Base
Year; except that Tenant shall be required to pay only a pro rata amount of the
Tax Adjustment Amount for the Lease Year in which the last days of the Term
occur, pro rated on a per diem basis. The Tax Adjustment Amount with respect to
each Lease Year shall be paid in monthly installments in advance on the first
day of each and every calendar month during such Lease Year, commencing January
1, 1998, in an amount estimated from time to time by Landlord and communicated
by written notice to Tenant. As soon as practicable following the close of the
1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall
deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount
for such Lease Year; (b) the total of the estimated monthly installments of the
Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) the amount
of any excess or deficiency with respect to such Lease Year. Tenant shall pay
any deficiency to Landlord as shown by such statement within thirty (30) days
after receipt of such statement. If the total of the estimated monthly
installments paid by Tenant during any Lease Year exceeds the actual Tax
Adjustment Amount due from Tenant for such Lease Year, at Landlord's option such
excess shall be either credited against payments next due hereunder or refunded
by Landlord, provided Tenant is not then in default hereunder.
▇. ▇▇▇▇▇ IN COMPUTING ADDITIONAL CHARGES. Delay in computing any
-------------------------------------
item of Additional Charges shall neither be deemed a default by Landlord or a
waiver of the right to collect the item of Additional Charges in question.
Notwithstanding anything seemingly to the contrary in this Lease, Tenant shall
make monthly payments on account of each item of Additional Charges, the amount
of which is to be estimated by Landlord, based on Landlord's most recent
estimate thereof until Landlord notifies Tenant of a revision to such Estimate.
E. REVIEW OF BOOKS AND RECORDS. Tenant shall have the right, during
---------------------------
Landlord's normal business hours, within ninety (90) days following the
furnishing by Landlord of such statement and upon reasonable prior notice to
Landlord, to inspect Landlord's books and records showing Operating Expenses;
provided, however, that the foregoing shall not relieve Tenant
6
of paying any deficiency shown by Landlord's statement within thirty (30) days
after receipt of such statement. Unless Tenant shall, by notice to Landlord
writing such ninety (90) day period, take exception to any item in such
statement, the statement shall be conclusively binding and shall not be
contestable by Tenant.
5. USE OF LEASED PREMISES.
----------------------
Tenant shall use and occupy the Leased Premises as an office for the type
of business set forth in the Schedule and for no other purpose, without the
prior written consent of Landlord, not unreasonably withheld.
6. CONDITION OF LEASED PREMISES.
----------------------------
Landlord represents and warrants that the HVAC and mechanical components of
the Building are in good working order. Except as herein provided, the Leased
Premises is on an "as-is" basis, and no promise of Landlord to alter, remodel or
improve the Leased Premises or the Property and no representation by Landlord or
its agents respecting the condition of the Leased Premises or the Property have
been made to Tenant or relied upon by Tenant other than as may be contained in
the Tenant Improvement Work Letter attached to this Lease.
7. SERVICES.
--------
A. LIST OF SERVICES. Landlord shall provide the following services:
----------------
1. Heating and air conditioning to the extent necessary for
normal comfort in the Leased Premises, from Monday through Friday, during
the period from 8:00 a.m. to 6:00 p.m. and on Saturday during the period
from 8:00 a.m. to 1:00 p.m. Upon Tenant's request, Landlord shall make
heating and air conditioning available to Tenant at all other times. Tenant
will pay for all heating and air conditioning requested and furnished prior
to or following such hours at Landlord's actual cost incurred in providing
such extra service.
2. Water from the regular Building outlets for drinking,
lavatory and toilet purposes.
3. Janitorial services as specified in Exhibit C attached
hereto and identified as "JANITORIAL SERVICES". Tenant may, by written
notice to Landlord, elect to perform some or all of the janitorial
services, and in such case, the cost thereof shall be deducted from
Tenant's Additional Charges.
4. Electricity for lighting, convenience outlets and other
incidental uses.
5. Regular mowing of grass, trimming, weed removal, and general
landscape maintenance as reasonably necessary; and,
7
6. Removal of snow and ice from the driveways and sidewalks.
B. INTERRUPTION OF SERVICES. Tenant agrees that Landlord shall not
------------------------
be liable in damages, by abatement of Base Rent or otherwise, for failure to
furnish or delay in furnishing any service or for any diminution in the quality
or quantity thereof, when such failure or delay or diminution is occasioned, in
whole or in part, by governmental rule, regulation or guideline (whether or not
having the force of law), repairs, renewals, or improvements, by any strike,
lockout or other labor trouble, by inability to secure electricity, gas, water
or other fuel at the Building after reasonable effort so to do, by any accident
or casualty whatsoever, by act or default of Tenant or other parties, or by any
other cause beyond Landlord's reasonable control; and such failures or delays or
diminution shall never be deemed to constitute an eviction or disturbance of
Tenant's use and possession of the Leased Premises or relieve Tenant from paying
Base Rent or performing any of its obligations under this Lease except that if
the Leased Premises are rendered untenantable, inaccessible or impossible to
occupy, due to interruption of such services from a cause within Landlord's
control, for in excess of five (5) consecutive business days, thereafter Base
Rent and Additional Charges shall ▇▇▇▇▇ for the portion of the Leased Premises
effected thereby for the period of such untenantability, inaccessibility or
impossibility of occupancy. Landlord agrees to use reasonable efforts to cause
the restoration of services in the event of any failure, delay or diminution
described in this paragraph.
C. CHARGES FOR SERVICES. Landlord shall have no obligation to
--------------------
furnish services to Tenant other than those specified in Paragraph 7(A) above.
Should Landlord provide additional services to Tenant, Tenant shall pay
separately for such additional services (including, but not limited to, heating
and air conditioning provided during hours other than those set forth in
Paragraph 7(A)), at Landlord's actual cost. Charges for any service for which
Tenant is required to pay shall be due and payable within thirty (30) days after
they are billed. If Tenant fails to make payment for any such services,
Landlord, in addition to all other rights and remedies available to Landlord
under this Lease or at law or in equity, may, with notice to Tenant, discontinue
any or all of such services and such discontinuance shall not be deemed to
constitute an eviction or disturbance of Tenant's use and possession of the
Leased Premises or relieve Tenant from paying Base Rent or performing any of its
other obligations under this Lease.
D. ENERGY CONSERVATION. Notwithstanding anything to the contrary in
-------------------
this Paragraph 7 or elsewhere in this Lease, Landlord shall have the right to
institute such policies, programs and measures as may be necessary or desirable,
in Landlord's discretion, for the conservation and preservation of energy or
energy related services, or as may be required to comply with any applicable
codes, rules and regulations, whether mandatory or voluntary.
8. REPAIRS.
-------
Tenant shall, at Tenant's own expense, keep the Leased Premises in good
order, repair and condition at all times during the Term, and Tenant shall
promptly and adequately repair all damage to the Leased Premises and replace or
repair all damaged or broken fixtures and appurtenances under the supervision
and subject to the approval of Landlord within any reasonable period of time
specified by Landlord. In addition, Tenant shall, at Tenant's expense, make all
repairs, installations
8
and additions to the Leased Premises as may be required by any law, ordinance,
regulation or ruling of any governmental authority having jurisdiction over the
Leased Premises, which is enacted after the Commencement Date or is specific to
the use to which Tenant puts the Leased Premises. If Tenant does not do so,
Landlord may, but need not, make any repairs, replacements, installations, and
additions which Tenant is obligated to make and Tenant shall pay Landlord the
cost thereof, forthwith upon being billed for same. Landlord may also make
repairs, installations and additions to or in the Leased Premises as Landlord
shall desire or deem necessary, or as Landlord may be required to do by
governmental authority or court order or decree. No such entry or repairs by
Landlord shall be deemed or construed to be a disturbance of Tenant's quiet or
peaceable possession of the Leased Premises or of any rights of Tenant under
this Lease. Landlord may, but shall not be required to, enter the Leased
Premises at all reasonable times to make such repairs, installations,
alterations, improvements and additions to the Leased Premises or to the
Building or to any equipment located in the Building as Landlord shall desire or
deem necessary.
9. ALTERATIONS.
-----------
A. Tenant shall not make any alterations, improvements or additions
to the Leased Premises (collectively "ALTERATIONS") which may affect the
structure of the Building or the Building's heating, ventilation, air
conditioning, mechanical, electrical, plumbing or life safety systems (the
"BUILDING SYSTEMS"). Any other Alterations shall be subject to the prior
written consent of Landlord. The term "Alterations" does not include those
improvements described in the Tenant Improvement Work Letter attached to this
Lease as Exhibit C, which improvements are governed by the terms of Exhibit C.
B. If Landlord consents (which consent shall not be unreasonably
withheld or delayed) to any Alterations, it may impose such conditions with
respect thereto as Landlord deems appropriate, including, without limitation,
requiring Tenant to furnish Landlord with (i) insurance against liabilities
which may arise out of the Alterations and (ii) copies of plans and
specifications and all permits necessary for the Alterations. Any Alterations
shall be done at Tenant's expense by employees of or contractors hired by
Landlord, except to the extent Landlord gives its prior written consent to
Tenant's hiring its own contractors. In all events, Tenant shall use Landlord's
contractors for Alterations to and Alterations affecting any Building Systems.
Tenant shall promptly pay to Landlord or Tenant's contractors, as the case may
be, when due, the cost of all such Alterations. Upon completion of the
Alterations, Tenant shall deliver to Landlord, if payment is made by Tenant
directly to contractors, evidence of payment, all contractors' and
subcontractors' affidavits, full and final waivers of all liens for labor,
services or materials and such other supplemental documentation as Landlord may
reasonably require, all in form and substance satisfactory to Landlord. Tenant
shall defend and hold Landlord and the Property harmless from, and shall pay,
all liabilities, claims, judgments, costs, damages, liens and expenses related
to the Alterations. All repairs and Alterations done by Tenant or its
contractors pursuant to Paragraphs 8 or 9 shall be done in a first-class
workmanlike manner using only good grades of materials and shall comply with all
insurance requirements and all applicable laws, ordinances, rules, regulations
and orders of all courts and other tribunals, governmental and quasi-
governmental departments and agencies.
9
C. All Alterations and any other improvements to the Leased
Premises, pursuant to Exhibit C or otherwise, whether temporary or permanent in
character, made or paid for by Landlord or Tenant, shall without compensation to
Tenant become Landlord's property at the termination of this Lease by lapse of
time or otherwise and shall, unless Landlord requests their removal (in which
case Tenant shall remove the same in the same manner and time as is provided in
Paragraph 17 with respect to Tenant's property) be relinquished to Landlord in
good condition, order and repair, ordinary wear and tear excepted. At such time
as Tenant requests Landlord's consent to make Alterations to the Leased
Premises, Tenant may also request Landlord's consent to leave such Alterations
at the termination of this Lease, by lapse of time or otherwise. Landlord's
consent or refusal to consent shall be given at the same time as (but shall be
an independent determination from) Landlord's consent to the making of such
Alterations. Such Alterations to which Landlord has given its consent to leave
pursuant to this Paragraph 9.B, and which are in good working order and
condition at the end of the Lease (hereinafter called "APPROVED ALTERATIONS")
may be left by the Tenant at the termination of this Lease. Landlord may also
grant, at the time Tenant requests consent to make Alterations, the right to
remove such Alterations to the Leased Premises which were paid for by Tenant if
(i) such removal in Landlord's reasonable judgment shall not damage the Leased
Premises or the Building; (ii) Tenant shall pay the cost of any damage caused in
the removal; and (iii) Tenant indemnifies and holds Landlord harmless from and
against any loss, cost or damage arising from the removal.
10. COVENANT AGAINST LIENS.
----------------------
Tenant has no authority or power to cause or permit any lien or
encumbrance of any kind whatsoever, whether created by act of Tenant, operation
of law or otherwise, to attach to or be placed upon Landlord's title or interest
in the Land, Building or Leased Premises, and any and all liens and encumbrances
created by Tenant shall attach to Tenant's interest only. Tenant covenants and
agrees not to suffer or permit any lien of mechanics or materialmen or others to
be placed against the Land, Building or the Leased Premises or Tenant's interest
in the Leased Premises, with respect to work or services performed or claimed to
have been performed for or materials furnished or claimed to have been furnished
to Tenant or the Leased Premises, and, in case of any such lien attaching or
claim thereof being asserted, Tenant covenants and agrees no later than ten (10)
days from the filing thereof or such claim being asserted (i) to cause it to be
released and removed of record or (ii) to provide Landlord with endorsements
(satisfactory to Landlord and Landlord's mortgagee) to Landlord and Landlord's
mortgagee's title insurance policies insuring against the existence of or
attempted enforcement of such lien or (iii) to provide Landlord with a bond from
a company satisfactory to Landlord and in form, substance and amount
satisfactory to Landlord, insuring against loss arising from the existence or
attempted enforcement of such lien. In the event that such lien is not released,
removed, insured or bonded over within said ten (10) day period Landlord, at its
sole option, may take all action necessary to release and remove such lien
(without any duty to investigate the validity thereof) and Tenant shall promptly
upon notice, either before or after such release and removal, pay or reimburse
Landlord for all sums, costs and expenses (including reasonable attorneys' fees)
incurred by Landlord in connection with such lien, together with interest
thereon at the Interest Rate.
10
11. INSURANCE.
---------
A. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waive any
---------------------
and every claim for recovery from the other of any and all loss or damage to the
Land or the Building or Leased Premises or to the contents thereof, whether such
loss or damage is due to the negligence of Landlord or Tenant or its respective
agent or employees, to the extent that the amount of such loss or damage is
recovered under its policies of insurance; provided, however, that the foregoing
waiver shall not be operative in any case where the effect thereof is to
invalidate any insurance coverage of the waiving party or increase the cost of
such insurance coverage; provided further, however, that Landlord and Tenant
each agree to give written notice of the terms of this mutual waiver to each
insurance company which has issued, or in the future may issue, policies of
physical damage to it, and to have said insurance policies properly endorsed, if
necessary, to prevent the invalidation of said insurance coverage by reason of
said waiver.
B. TENANT'S INSURANCE. Tenant shall purchase and maintain insurance
------------------
during the entire Term for the benefit of Tenant and Landlord, its beneficiaries
and managing agent (as their interests may appear) with terms, coverages and in
companies satisfactory to Landlord, and with such increases in limits as
Landlord may from time to time request. Tenant shall initially maintain the
following coverages in the following amounts:
(i) Comprehensive General Liability Insurance covering claims
of bodily injury, personal injury and property damage arising out of
Tenant's operations, assumed liabilities or use of the Leased Premises, for
limits of liability not less than $3,000,000 combined single limit for
bodily injury liability, personal injury liability, and property damage
liability.
(ii) Physical Damage Insurance covering all office equipment,
merchandise and all other items of Tenant's property in the Leased
Premises. Such insurance shall be written on "all risks" of physical loss
or damage basis, for the full replacement cost value of the covered items
and in amounts that meet any coinsurance clauses of the policies of
insurance.
Tenant shall, prior to the commencement of the Term, furnish to Landlord
certificates evidencing the coverages required by this Paragraph, which
certificates shall state that such insurance coverage may not be changed or
canceled without at least thirty (30) days prior written notice to Landlord and
shall name as additional insureds (i) Landlord and partners in Landlord, (ii)
the owner or owners of the Land and Building, if such are other than Landlord
and Tenant is given notice of such fact, (iii) the beneficiary or beneficiaries
of Landlord, if Landlord is a land trust, (iv) Managing Agent, (v) the holder of
each mortgage encumbering the Property of which Landlord shall have notified
Tenant, and (vi) such other persons as Landlord may from time to time designate.
C. LANDLORD'S INSURANCE. Landlord shall, during the entire term,
--------------------
keep in effect liability insurance in amounts carried by prudent owners first
class office buildings in Oak Brook, Illinois, "all risks" physical damage
insurance for the full replacement cost of the Building.
11
Upon request, Landlord shall furnish Tenant with certificate evidencing the
coverage required by this paragraph.
D. AVOID ACTION INCREASING RATES. Tenant shall comply with all
-----------------------------
applicable laws and ordinances, all orders and decrees of court, all
requirements of other governmental authorities, and requirements and
recommendations of insurance rating agencies with respect to the Leased
Premises, and shall not, directly or indirectly, make any use of the Leased
Premises which may thereby be prohibited or be dangerous to person or property,
which may jeopardize any insurance coverage, increase the cost of insurance or
require additional insurance coverage. If Tenant fails to comply with the
provisions of this subparagraph D, Landlord, in addition to any other rights or
remedies available to Landlord, shall have the option to terminate this Lease
and may require Tenant to make immediate payment of any increase in Landlord's
insurance costs.
12. FIRE OR CASUALTY.
----------------
A. Paragraph 8 hereof notwithstanding, if the Leased Premises or the
Building (including machinery or equipment used in its operation) shall be
damaged by fire or other casualty and if such damage does not, in the judgment
of Landlord, render all or a substantial portion of the Leased Premises
untenantable, then Landlord shall, subject to the limitations set forth below,
repair or restore such damage with reasonable promptness, subject to reasonable
delays for insurance adjustments and delays caused by matters beyond Landlord's
reasonable control not to exceed 180 days. If any such damage renders all or a
substantial portion of the Leased Premises or Building untenantable, Landlord
shall have the right to terminate this Lease as of the date of such damage (with
appropriate prorations of Base Rent and Additional Charges being made for
Tenant's possession after the date of such damage of any tenantable portions of
the Leased Premises) upon giving written notice to Tenant at any time within
ninety (90) days after the date of such damage. Landlord shall have no liability
to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of
any delays in completion of repairs and restoration as long as the Leased
Premises are restored within 180 days of the fire or other casualty. However,
Base Rent and Additional Charges shall ▇▇▇▇▇ as to those portions of the Leased
Premises as are, from time to time, untenantable, as a result of such damage
until Landlord shall have completed the repairs and restorations required of
Landlord hereunder.
B. Landlord's duty to repair the Leased Premises is limited to
repairing the Leased Premises to the condition that they were provided by
Landlord at the beginning of the Term pursuant to the Tenant Improvement Work
Letter attached hereto as Exhibit C, reasonable wear and tear excepted. Tenant
shall repair all Alterations at the sole cost and expense of Tenant. If Tenant
desires any repairs or restoration in excess of those specified above, and if
Landlord consents thereto, such repair or restoration shall be done at Tenant's
sole cost and expense in accordance with the provisions of Paragraph 8 hereof.
Tenant acknowledges that Landlord shall be entitled to the full proceeds of any
insurance coverage for damage to those items or decorations provided by Landlord
either directly or through an allowance to Tenant, which Landlord is obligated
to repair. In the event the Leased Premises are not repaired or reconstructed,
all proceeds of insurance shall be payable to Landlord.
12
13. WAIVER OF CLAIMS - INDEMNIFICATION.
----------------------------------
Landlord and the partners in Landlord, and their respective officers,
agents, servants and employees shall not be liable for any damage either to
person or property or for damage resulting from the loss of use of property
sustained by Tenant or by other persons due to the Land or the Building or any
part thereof or any appurtenances thereto becoming out of repair, or due to the
happening of any accident or event in or about the Land or the Building,
including the Leased Premises, or due to any act or neglect of any tenant or
occupant of the Land or the Building or of any other person. This provision
shall apply particularly, but not exclusively, to damage caused by gas,
electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by
the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and
windows, or by noise, smoke or odors, and shall apply without distinction as to
the person whose act or neglect was responsible for the damage and whether the
damage was due to any of the causes specifically enumerated above or to some
other cause of an entirely different kind. Tenant further agrees that all
personal property upon Property shall be at the risk of Tenant only, and that
Landlord shall not be liable for any loss or damage thereto or theft thereof.
Without limitation of any other provisions thereof, Tenant agrees to defend,
protect, indemnify and save harmless Landlord from and against all liability to
third parties (including but not limited to the officers, agents, contractors,
and business associates of Tenant) arising out of Tenant's use and occupancy of
the Leased Premises or acts or omissions of Tenant (whether or not such acts or
omissions constitute a violation of applicable law or of this Lease) and its
servants, agents, employees, contractors, suppliers workers and invitees.
Notwithstanding anything herein to the contrary, Landlord agrees to hold
harmless and indemnify Tenant, its employees, agents and invitees from and
against all liability for injuries to persons or damage to property arising from
occurrences in or about the premises or building caused in whole or in part by
the act, omission, or negligence of Landlord, its agents, employees or invitees.
14. NONWAIVER.
---------
No waiver of any provision of this Lease shall be implied by any failure of
Landlord to enforce any remedy on account of the violation of such provision,
even if such violation be continued or repeated subsequently, and no express
waiver shall affect any provision other than the one specified in such waiver
and that one only for the time and in the manner specifically stated. No receipt
of monies by Landlord from Tenant after the termination of this Lease shall in
any way alter the length of the Term or of Tenant's right of possession
hereunder or after the giving of any notice shall reinstate, continue or extend
the Term hereof or create a new tenancy or affect any notice given Tenant prior
to the receipt of such monies, it being agreed that after the service of notice
or the commencement of a suit for possession of the Leased Premises or after
final judgment for possession of the Leased Premises Landlord may receive and
collect any Base Rent due, and the payment of said Base Rent shall not waive,
affect or nullify said notice, suit or judgment. Acceptance by Landlord of less
than the entire amount then due and owing by Tenant shall not constitute a
waiver by Landlord of its rights to further collection.
13
15. CONDEMNATION.
------------
If the Land or the Building or any portion thereof shall be taken or
condemned or purchased under the threat of condemnation by any competent
authority for any public or quasi-public use or purpose, or if the configuration
of any street, alley, bridge or other improvement or structure adjacent to the
Building is changed by any competent authority, Landlord shall have the option,
exercisable at its sole discretion, to cancel this Lease upon the earlier of 90
days after notice or the date upon which the condemning authority shall take
possession of the part so taken, condemned or purchased. No money or other
consideration shall be payable by Landlord to Tenant for the right of
cancellation and, whether or not Landlord exercises such cancellation right,
Tenant shall have no right to share in the condemnation award or in any judgment
for damages caused by such taking or change in configuration, it being agreed by
Tenant that each such award is the sole property of Landlord and that Tenant has
no interest therein. Base Rent and Additional Charges shall be prorated as of
the date of such cancellation or termination. Nothing herein shall prohibit
Tenant from making a separate claim against the condemning authority for loss or
damage to Tenant's furniture, equipment and other personal property as well as
any moving or relocation expenses, provided such claim does not reduce the
amount of Landlord's claim hereunder.
16. ASSIGNMENT AND SUBLETTING.
-------------------------
A. Tenant shall not, without the prior written consent of Landlord,
(i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit
or suffer to exist any assignment of this Lease, or any lien upon Tenant's
interest, voluntarily or by operation of law; (iii) sublet the Leased Premises
or any part thereof; or (iv) permit the use of the Leased Premises by any
parties other than Tenant and its employees. Any such action on the part of
Tenant shall be void and of no effect. Landlord's consent to any assignment,
subletting or transfer or Landlord's election to accept any assignee, subtenant
or transferee as the tenant hereunder and to collect rent from such assignee,
subtenant or transferee shall not release Tenant or any subsequent tenant from
primary liability to perform each covenant or obligation to be performed by
Tenant under this Lease. Landlord's consent to any assignment, subletting or
transfer shall not constitute a waiver of Landlord's right to withhold its
consent to any future assignment, subletting, or transfer. Tenant shall furnish
to Landlord, simultaneously with Tenant's request for consent to assign or
sublet, the following: (1) a true and correct copy of the proposed sublease or
assignment, signed by Tenant and the by the assignee, sublessee or transferee,
(2) description of the portion of the Leased Premises to be occupied, including
the number of square feet of net rentable area within that portion, (3) nature
of the proposed assignee, sublessee or transferee's business, and (4) current
credit reports and financial statements of the proposed assignee, sublessee or
transferee.
Notwithstanding the foregoing, Landlord agrees not to unreasonably withhold
or delay its consent to an assignment of the Lease or a sublet of the Leased
Premises. Tenant agrees that even though in any of the following circumstances
(i) through (ix) the potential assignee, sublessee or transferee may have a good
credit rating, Landlord's failure to consent shall be deemed reasonable if, in
Landlord's reasonable opinion, among other things: (i) Tenant is in default
under this lease; (ii) the proposed sublease or assignment would result in the
violation of any applicable law, ordinance or governmental regulation; (iii) the
nature of the business of an assignee, sublessee or
14
transferee (a) is inconsistent with provisions of any other tenant leases
hereafter entered into by Landlord prohibiting Landlord from leasing space in
the Building for certain uses, (b) may have a material adverse impact upon the
first-class, high-grade manner, in which the Building is operated or with the
high reputation of the building or (c) is inconsistent with the provisions of
Paragraph 5 above; (iv) the character of the assignee, sublessee or transferee
may have a material adverse impact upon the first-class, high reputation of the
Building; (v) the sublessee, assignee or transferee is not sufficiently
financially responsible to perform its obligations under the proposed sublease
or assignment; (vi) the assignee, sublessee or transferee is: (a) a governmental
entity; (b) a high traffic tenant; or (c) intends to use the Leased Premises for
a doctor's office or other medical facility; (vii) Tenant has failed to furnish
Landlord (a) concurrently with Tenants request to Landlord for Landlord's
approval, with each of those items (1) through (4) specified in Paragraph 16.A
above, and (b) with such further information regarding the proposed sublessee,
assignee as Landlord may require, within a reasonable time of Landlord's
request; or (viii) Tenant has failed to furnish Landlord, no later than thirty
(30) days prior to the commencement date of the sublease or assignment a true
and correct copy of the sublease or assignment (which shall be in a form
reasonably satisfactory to Landlord), executed by Tenant and the sublessee,
assignee or transferee.
B. In addition to withholding its consent as set forth above,
Landlord shall have the right to terminate this Lease as to that portion of the
Leased Premises which Tenant seeks to sublet or as to which Tenant seeks to
assign its rights under this Lease, whether by Tenant requesting Landlord's
consent thereto or otherwise. Landlord may exercise such right to terminate by
giving written notice to Tenant at any time prior to Landlord's written consent
to such assignment or sublease. In the event that Landlord exercises such right
to terminate, Landlord shall be entitled to recover possession of, and Tenant
shall surrender, such portion of the Leased Premises on the later of (i) the
proposed date for possession by such assignee or subtenant, or (ii) ninety (90)
days after the date of Landlord's notice of termination to Tenant. In the event
Landlord terminates this Lease as to a part of the Leased Premises only, then
Tenant's Base Rent and Tenant's Share shall be equitably reduced on a per square
foot basis and Tenant shall (x) upon demand by Landlord pay to Landlord the
reasonable cost to physically divide and separate the parts of the Leased
Premises, including cost of demising walls, separate entryways, and separation
of all Building systems serving the Leased Premises, (y) upon demand pay to
Landlord a percentage of the amount payable under clause (x) above to reimburse
Landlord for all overhead, general conditions, fees and other costs and expenses
arising from Landlord's involvement in such work, and (z) execute and deliver to
Landlord such amendments to this Lease as Landlord may reasonably require to
(aa) evidence the partial termination of this Lease, and (bb) adjust Base Rent
and other sums payable for the remainder of the Leased Premises.
C. In the event that Landlord consents to any assignment or sublease
of any portion of the Leased Premises, as a condition of Landlord's consent,
Tenant shall pay to Landlord fifty percent (50%) of all receipts derived by
Tenant from such assignment or sublease. For purposes of this Paragraph 16.C,
"RECEIPTS" shall mean the excess of all amounts received or to be received by
Tenant from any assignee or sublessee of Tenant over the Base Rent and
Additional Charges payable to Landlord hereunder for the applicable periods
after deduction for marketing expense and cost of subtenant improvements, all
computed on a per rentable square foot basis and based upon generally accepted
accounting principles consistently applied. Tenant shall furnish
15
Landlord with a sworn statement, certified by an independent certified public
accountant, setting forth in detail the computation of receipts, and Landlord,
or its representatives, shall have access to the books, records and papers of
Tenant in relation thereto, and the right to make copies thereof. Any monies or
other consideration in excess of the Base Rent due from Tenant hereunder
realized by or, for the benefit of Tenant by reason of such assignment or
sublease shall be deemed an item of such receipts. If a part of the
consideration for such assignment shall be payable other than in cash, the
payment to Landlord shall be payable in accordance with the foregoing cash and
the cash equivalent of all non-cash considerations in such form as is
satisfactory to Landlord. Tenant's receipts shall be paid to Landlord promptly
upon Tenant's receipt from time to time of periodic payments from such assignee
or subtenant or at such other time as Tenant shall realize receipts from such
assignment or sublease. Tenant agrees that all advertising by Tenant or on
Tenant's behalf with respect to the assignment of this lease or subletting of
any part of the Leased Premises must be approved in writing by Landlord prior to
publication.
D. Tenant shall pay to Landlord upon demand by Landlord,
notwithstanding that Landlord may have withheld its consent to any transfer
contemplated by this Paragraph 16, an amount sufficient to reimburse Landlord
for all costs and expenses incurred by it, including but not limited to
reasonable attorney's fees, in determining whether to grant or withhold any
consent contemplated by this Paragraph or otherwise in connection with any
assignment, subletting or other transfer of Tenant's interest in this Lease, or
any attempt to do any of the foregoing.
E. Landlord's consent shall not be withheld in the case of an
assignment or subletting to an entity controlling, controlled by, or under the
common control of the Tenant.
17. SURRENDER OF POSSESSION.
-----------------------
Upon the expiration of the Term or upon the termination of Tenant's right
of possession, whether by lapse of time or at the option of Landlord as herein
provided, Tenant shall forthwith surrender the Leased Premises to Landlord in
good order, repair and condition, ordinary wear excepted. Prior to the
expiration or termination of the Term or of Tenant's right of possession of the
Leased Premises, Tenant shall remove its office furniture, trade fixtures,
office equipment, telephone and computer systems (and all wiring related
thereto) and all other items of Tenant's property (including, without
limitation, any Alterations made or installed after the Commencement Date other
than the Approved Alterations) from the Leased Premises and shall surrender the
Leased Premises to Landlord in broom-clean condition. Extraordinary
improvements include, but shall not be limited to, raised floors or safes.
Tenant shall pay to Landlord upon demand the cost of repairing any damage to the
Leased Premises and to the Building caused by any such removal. If Tenant shall
fail or refuse to remove any such property from the Leased Premises, Tenant
shall be conclusively presumed to have abandoned the same, and title thereto
shall thereupon pass to Landlord without any cost to Landlord, whether by set-
off, credit, allowance or otherwise, and Landlord may at its option accept the
title to such property or at Tenant's expense may (i) remove the same or any
part in any manner that Landlord shall choose, repairing any damage to the
Leased Premises caused by such removal, and (ii) store, destroy or otherwise
dispose of the same without incurring liability to Tenant or any other person.
In the event Landlord incurs any storage or other costs by reason of
16
Tenant's failure to remove any property which Tenant is obligated to remove
under this Section, Tenant upon demand shall pay to Landlord the amount of costs
so incurred.
18. HOLDING OVER.
------------
In addition to performing all of Tenant's other obligations set forth in
this Lease, Tenant shall pay to Landlord an amount equal to one hundred fifty
percent (150%) of the monthly installment of Base Rent and one hundred fifty
percent (150%) of the monthly installment of Additional Charges payable by
Tenant during the last month of the Term on the first day of each month or
portion thereof for which Tenant shall retain possession of the Leased Premises
or any part thereof after the expiration or termination of the Term or of
Tenant's right of possession, whether by lapse of time or otherwise, and also
shall pay all costs incurred and damages sustained by Landlord, whether direct
or consequential, on account of such holding over. The provisions of this
Paragraph 18 shall not be deemed to limit or constitute a waiver of any other
rights or remedies of Landlord provided herein or at law.
19. ESTOPPEL CERTIFICATE/ENVIRONMENTAL DISCLOSURES.
----------------------------------------------
Tenant agrees that from time to time upon not less than ten (10) business
days prior request of Landlord, Tenant or Tenant's duly authorized
representative having knowledge of the facts, will execute and deliver to
Landlord an Estoppel certificate:
A. (i) certifying that this Lease is unmodified and in full force
and effect or, if there have been modifications, an itemized description of such
modifications and that the Lease as modified is in full force and effect; (ii)
the dates to which Base Rent, Additional Charges and other charges have been
paid; (iii) that Landlord is not in default under any provision of this Lease,
or, if in default, the nature thereof in detail; and (iv) such further matters
regarding this Lease as Landlord may request; and
B. providing Landlord with all relevant information regarding
Tenant's operations in the Leased Premises (including, without limitation,
whether or not such operations involve the generation, transportation, storage,
treatment or disposal of waste, hazardous waste, hazardous substances or
petroleum) (collectively, the "ENVIRONMENTAL DISCLOSURES") and otherwise fully
cooperate with Landlord in the event that Landlord is or may be required to
prepare an Environmental Disclosure Document pursuant to the provisions of the
Illinois Responsible Property Transfer Act of 1988 or any other governmental
rules or regulations issued pursuant thereto or in connection therewith. All
Environmental Disclosures shall be provided by Tenant in form and substance
reasonably satisfactory to Landlord and shall be accompanied by Tenant's written
certification that such information is true and correct to the best of Tenant's
knowledge and belief.
Tenant acknowledges and agrees that it is intended that any such statements
and certificates may be relied upon by any mortgagees or prospective mortgagees
of the Land or Building, or any prospective or subsequent purchaser or
transferee of all or a part of Landlord's interest in the Land or the Building
or this Lease or any prospective transferee of all or any part of the interests
in Landlord or in any partner in Landlord. Tenant's failure to execute and
deliver any statement or
17
certificate contemplated by this Paragraph 19 within ten (10) business days
after request by Landlord shall be a default under this Lease.
20. MORTGAGE OR GROUND LEASE BY LANDLORD.
------------------------------------
A. Landlord has previously and may hereafter encumber the Land and
the Building and any portion thereof, or any interest therein with mortgages,
may sell and lease back the Land, or any part of the Land, and may encumber the
leasehold estate under such a sale and leaseback arrangement with one or more
mortgages. (Any such mortgage is herein called a "MORTGAGE" and the holder of
any such mortgage is herein called a "MORTGAGEE". Any such lease of the land is
herein called a "GROUND LEASE" and the lessor under any such lease is herein
called a "GROUND LESSOR"). This Lease and the rights of Tenant hereunder shall
be and are hereby expressly made subject to and subordinate at all times to each
Mortgage and to any Ground Lease (it being agreed by Tenant that in the case of
a Ground Lease Tenant's right to possession shall be as a subtenant) now or
hereafter existing, and to all amendments, modifications, renewals, extensions,
consolidations and replacements of each of the foregoing, and to all advances
made or hereafter to be made upon the security thereof. The subordination
expressed in the preceding sentence shall be automatic and shall require no
further action by Landlord or Tenant for its effectiveness. However, Tenant
agrees to execute and deliver to Landlord such further instruments consenting to
or confirming the subordination of this Lease to any Mortgage referred to and to
any Ground Lease and containing such other provisions which may be requested in
writing by Landlord within 10 days after Tenant's receipt of such written
request. As a condition to Tenant's obligations under this Lease, Landlord
shall, within thirty (30) days after execution of this Lease, cause all existing
mortgagees and ground and underlying lessors to execute and deliver to Tenant an
agreement, in commercially reasonable form, specifying that so long as Tenant is
not in default under this Lease, the rights of Tenant to the possession and
enjoyment of the Leased Premises will not be disturbed in the event of a
foreclosure or other proceedings under the mortgage or ground lease.
B. If any Mortgage is foreclosed, or Landlord's interest under this
Lease is conveyed or transferred in lieu of foreclosure, or if any Ground Lease
is terminated:
(i) No person or entity which as the result of any of the
foregoing has succeeded to the interest of Landlord in this Lease (any such
person or entity being hereafter called a "SUCCESSOR") shall be liable for
any default by Landlord or any other matter which occurred prior to the
date such Successor succeeded to Landlord's interest in this Lease nor
shall such Successor be bound by or subject to any offsets or defenses
which Tenant may have against Landlord or any other predecessor in interest
to such Successor;
(ii) Upon request of any Successor, Tenant will attorn, as Tenant
under this Lease subject to the provisions of this subparagraph 20.B. and
subparagraph 20.D. below, to such Successor and will execute and deliver
such instruments as may be necessary or appropriate to evidence such
attornment within 10 days after receipt of a written request to do so; and
18
(iii) No Successor shall be bound to recognize any prepayment by
more than 30 days of Base Rent or Additional Charges.
C. Notwithstanding anything to the contrary contained herein, any
Mortgagee or Ground Lessor may subordinate, in whole or in part, its Mortgage or
Ground Lease (as the case may be) to this Lease by sending Tenant notice in
writing subordinating such Mortgage or Ground Lease to this Lease, and Tenant
agrees to execute and deliver to such Mortgagee or Ground Lessor such further
instruments consenting to or confirming the subordination of such Mortgage or
Ground Lease to this Lease and containing such other provisions which may be
requested in writing by such Mortgagee or Ground Lessor within 10 days after
notice to Tenant of such request; provided that such Mortgagee or Ground Lessor
agrees that in the event of a foreclosure of the mortgage or termination of the
Ground Lease, Tenant may remain in possession pursuant to this Lease so long as
Tenant continues to perform its obligations hereunder.
D. Whether or not any Mortgage is foreclosed or any Ground Lease is
terminated, or any Successor succeeds to any interest of Landlord under this
Lease, no Mortgagee or Ground Lessor or Successor shall have any liability to
Tenant for any security deposit paid to Landlord by Tenant hereunder, unless
such security deposit has actually been received by such Mortgagee or Ground
Lessor or Successor.
E. Should any prospective Mortgagee or Ground Lessor require a
modification or modifications of this Lease, which modification or modifications
will not cause an increased cost or expense to Tenant or in any other way
materially and adversely change the rights and obligations of Tenant hereunder,
then and in such event, Tenant agrees that this Lease may be so modified and
agrees to execute whatever documents are required therefor and deliver the same
to Landlord within 10 days following the request therefor. Should any
prospective Mortgagee or Ground Lessor require execution of a short form of
lease for recording (containing, among other customary provisions, the names of
the parties, a description of the Leased Premises and the term of this Lease),
Tenant agrees to execute such short form of Lease and deliver the same to
Landlord within 10 days following the request therefor.
F. If Tenant fails within 10 days after written demand therefor to
execute and deliver any instruments as may be necessary or proper to effectuate
any of the covenants of Tenant set forth above in this Paragraph and in
Paragraph 19 above captioned "ESTOPPEL CERTIFICATES", Tenant hereby makes,
constitutes and irrevocably appoints Landlord or, if Landlord ever is a land
trust, any of the beneficiaries of Landlord as Tenant's attorney in fact (such
power of attorney being coupled with an interest) to execute and deliver any
such instruments for and in the name of Tenant.
G. Tenant agrees that the provisions of this paragraph shall remain
in full force and effect, notwithstanding that any Mortgagee or Ground Lessor
may directly or indirectly own or have an interest in Landlord, or in the Land
or the Building in addition to its interest as Mortgagee or Ground Lessor.
H. Provided that Landlord shall have provided Tenant with the name
and proper mailing address of and Mortgagee or Ground Lessor (which Landlord may
change from time to
19
time), Tenant agrees that in the event of any act or omission by Landlord
hereunder which could give Tenant the right to terminate this Lease or to claim
a partial or total eviction, Tenant shall not exercise any such right until it
has notified in writing the Mortgagee or Ground Lessor and such party shall have
failed to commence the curing of such act or omission within thirty (30) days
after such notice and to diligently pursue the cure thereof until completed.
21. CERTAIN RIGHTS RESERVED BY LANDLORD.
-----------------------------------
Landlord shall have the following rights, each of which Landlord may
exercise without notice to Tenant and without liability to Tenant for damage or
injury to property, person or business on account of the exercise thereof, and
the exercise of any such rights shall not be deemed to constitute an eviction or
disturbance of Tenant's use or possession of the Leased Premises nor shall such
exercise give rise to any claim for set-off or abatement of rent or any other
claim:
A. Except as expressly provided in this Lease, to install, affix and
maintain any and all signs on the exterior and on the interior of the Building
and elsewhere on the Property, except as provided in 26B hereof.
B. To decorate and also to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the Property, or any
part thereof and for such purposes to enter upon the Leased Premises, and during
the continuance of any of said work, to temporarily close doors, entryways and
corridors in the Building and to interrupt or temporarily suspend services or
use of facilities, all without affecting any of Tenant's obligations hereunder,
so long as the Leased Premises are reasonably accessible and usable.
C. To furnish door keys or other entry devices for the entry door(s)
in the Leased Premises at the commencement of the Term and to retain at all
times, and to use in appropriate instances, keys to all doors within and into
the Leased Premises.
D. To approve the weight, size and location of safes, vaults,
computers, word processing equipment and other heavy equipment and articles in
and about the Leased Premises and the Building so as not to exceed the legal
live load per square foot designated by the structural engineers for the
Building, and to require all such items and furniture and similar items to be
moved into or out of the Building and Leased Premises only at such times and in
such manner as Landlord shall direct in writing.
E. To show the Leased Premises to prospective tenants at reasonable
times and, if vacated or abandoned, to show the Leased Premises at any time and
to prepare the Leased Premises for reoccupancy.
F. To erect, use and maintain pipes, ducts, wiring and conduits, and
appurtenances thereto, in and through the Leased Premises at reasonable
locations.
G. To enter the Leased Premises at any reasonable time to inspect
the Leased Premises.
20
22. INTENTIONALLY DELETED.
---------------------
23. LANDLORD'S REMEDIES.
-------------------
A. If (i) Tenant defaults in the payment of Base Rent, Additional
Charges, or any installment of the foregoing, or in the payment of any other sum
required to be paid by Tenant either under this Lease, or under the terms of any
other agreement between Landlord and Tenant (the foregoing defaults being
collectively called "PAYMENT DEFAULTS"), and such Payment Default is not cured
within five (5) days following written notice that such payment is due, (ii)
Tenant defaults in the observance or performance of any of the other covenants
or conditions in this Lease which Tenant is required to observe and perform and
such default is not cured within thirty (30) days after written notice to
Tenant; provided, however, if the default by its nature cannot be cured within
thirty (30) days, but Tenant has commenced to cure within the thirty (30) day
period, and diligently pursues the cure, Tenant shall have up to ninety (90)
days to complete the cure, (or if such default involves a hazardous condition
and is not cured by Tenant immediately upon written notice to Tenant), or (iii)
the interest of Tenant in this Lease shall be levied on under execution or other
legal process, or (iv) Tenant becomes the subject of commencement of an
involuntary case under the federal bankruptcy law as now or hereafter
constituted, or there is filed a petition against Tenant seeking reorganization,
arrangement, adjustment or composition of or in respect of Tenant under the
federal bankruptcy law as now or hereafter constituted, or under any other
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or seeking the appointment of a receiver, liquidator or assignee,
custodian, trustee, sequestrator (or similar official) of Tenant or any
substantial part of its property, or seeking the winding-up or liquidation of
its affairs and such involuntary case or petition is not dismissed within 60
days after the filing thereof, or (v) Tenant commences a voluntary case or
institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to
the institution of bankruptcy or insolvency proceedings against it, under the
Federal bankruptcy laws as now or hereafter constituted, or any other applicable
Federal or state bankruptcy or insolvency or other similar law, or consents to
the appointment of or taking possession by a receiver or liquidator or assignee,
trustee, custodian, sequestrator (or other similar official) of Tenant or of any
substantial part of its property, or makes any assignment for the benefit of
creditors or admits in writing its inability to pay its debts generally as they
become due, or (vi) Tenant, its stockholders or Board of Directors or any
committee thereof takes any action contemplating, in preparation for or in
furtherance of any of the occurrences, steps or proceedings in items (iv) or (v)
above, or (vii) any representation or warranty made by Tenant is not accurate
and correct, then Landlord may treat the occurrence of any one or more of the
foregoing events as a breach of this Lease, and any other lease in the Building
to which Tenant is a party and thereupon at its option may, with or without
notice or demand of any kind to Tenant or any other person, have any one or more
of the following described remedies in addition to all other rights and remedies
provided at law or in equity or elsewhere herein:
(a) Landlord may terminate this Lease by giving to Tenant
written notice of Landlord's election to do so, in which event the
Term and all right, title and interest of Tenant hereunder shall end
on the date stated in such notice;
21
(b) Landlord may terminate the right of Tenant to possession
of the Leased Premises without terminating this Lease, by giving
written notice to Tenant that Tenant's right of possession shall end
on the date stated in such notice, whereupon the right of Tenant to
possession of the Leased Premises or any part thereof shall cease on
the date stated in such notice; and
(c) Landlord may enforce the provisions of this Lease and
may enforce and protect the rights of Landlord hereunder by a suit or
suits in equity or at law for the specific performance of any covenant
or agreement contained herein, and for the enforcement of any other
appropriate legal or equitable remedy, including without limitation
(aa) injunctive relief, (bb) recovery of all moneys due or to become
due from Tenant under any of the provisions of this Lease, and (cc)
any other damages incurred by Landlord by reason of Tenant's default
under this Lease.
B. If Landlord exercises any of the remedies provided for in
subparagraphs (a) or (b) above, Tenant shall surrender possession of and vacate
the Leased Premises and immediately deliver possession thereof to Landlord, and
Landlord may re-enter and take complete and peaceful possession of the Leased
Premises.
C. If Landlord terminates the right of Tenant to possession of the
Leased Premises without terminating this Lease, such termination of possession
shall not release Tenant, in whole or in part, from Tenant's obligation to pay
the Base Rent hereunder for the full Term, and the present value of the
aggregate amount of the Base Rent and Additional Charges (at the then current
rates therefor) for the period from the date stated in the notice terminating
possession to the Termination Date (such present value to be computed on the
basis of a per annum discount rate equal to 7%) shall, at the option of
Landlord, be immediately due and payable by Tenant to Landlord, together with
any other moneys due hereunder, and Landlord shall have the right to immediate
recovery of all such amounts. In the alternative, Landlord shall have the right
from time to time, to recover from Tenant, and Tenant shall remain liable for,
all Base Rent and Additional Charges not theretofore accelerated and paid
pursuant to the foregoing sentence and any other sums thereafter accruing as
they become due under this Lease during the period from the date of such notice
of termination of possession to the Termination Date. In any such case,
Landlord may (but shall be under no obligation to, except as may be required by
law) relet the Leased Premises or any part thereof for the account of Tenant for
such rent, for such time (which may be for a term extending beyond the Term of
this Lease) and upon such terms as Landlord in Landlord's sole discretion shall
determine, and Landlord shall not be required to accept any tenant offered by
Tenant or to observe any instructions given by Tenant relative to such
reletting. Also, in any such case, Landlord may change the locks or other entry
devices of the Leased Premises and make repairs, alterations and additions in or
to the Leased Premises and redecorate the same to the extent deemed by Landlord
necessary or desirable, and Tenant shall upon written demand pay the cost
thereof together with Landlord's expenses of reletting, including, without
limitation, brokerage commissions payable to Landlord or Landlord's Agent or to
others. Landlord may collect the rents from any such reletting and apply the
same first to the payment of the expenses of re-entry, redecoration, repair and
alterations and the expenses of reletting and second to the payment of Base Rent
and Additional Charges payable by Tenant hereunder, and any excess or residue
shall operate only as an offsetting
22
credit against the amount of Base Rent and Additional Charges due and owing or
paid as a result of acceleration or as the same thereafter becomes due and
payable hereunder, but the use of such offsetting credit to reduce the amount of
Base Rent and Additional Charges due Landlord, if any, shall not be deemed to
give Tenant any right, title or interest in or to such excess or residue and any
such excess or residue shall belong to Landlord solely; and in no event shall
Tenant be entitled to a credit on its indebtedness to Landlord in excess of
either the aggregate sum (including Base Rent and Additional Charges) due and
owing or paid as a result of acceleration or which would have been paid by
Tenant for the period for which the credit to Tenant is being determined, had no
default occurred, as applicable. No such re-entry, repossession, repairs,
alterations, additions or reletting shall be construed as an eviction or ouster
of Tenant or as an election on Landlord's part to terminate this Lease, unless a
written notice of such intention is given to Tenant, nor shall the foregoing
operate to release Tenant in whole or in part from any of Tenant's obligations
hereunder, and Landlord may, at any time and from time to time, ▇▇▇ and recover
judgment for any deficiencies from time to time remaining after the application
from time to time of the proceeds of any such reletting.
D. In the event of the termination of this Lease by Landlord as
provided for by subparagraph (A) above, Landlord shall be entitled to recover
from Tenant all damages and other sums which Landlord is entitled to recover
under any provision of this Lease or at law or equity, including, but not
limited to, all the fixed dollar amounts of Base Rent and Additional Charges
accrued and unpaid for the period up to and including such termination date, as
well as all other additional sums payable by Tenant, or for which Tenant is
liable or in respect of which Tenant has agreed to indemnify Landlord under any
of the provisions of this Lease, which may be then owing and unpaid, and all
costs and expenses, including without limitation court costs and reasonable
attorney's fees incurred by Landlord in the enforcement of its rights and
remedies hereunder and, in addition, any damages provable by Landlord as a
matter of law including, without limitation, an amount equal to the excess of
the Base Rent provided to be paid for the remainder of the Term over the fair
market rental value of the Leased Premises (determined at the date of
termination of this Lease) after deduction of all anticipated expenses of
reletting. In the alternative, Landlord shall have the right, from time to
time, to recover from Tenant, and Tenant shall remain liable for, all Base Rent,
Additional Charges and other amounts due and owing under this Lease not
theretofore accelerated and paid pursuant to the provisions of this Lease plus
(x) damages equal to all other sums which would have accrued under the Lease
after the date of termination had it not been terminated, such damages to be due
and payable as such sums would have become due, less (y) such amounts as
----
Landlord may receive from reletting after first paying all costs of such
reletting, including, without limitation, brokerage commissions and the costs of
repairs, alterations, additions and redecorations, and the expenses of re-entry,
and the net amounts of rent collected remaining after such expenses shall
operate only as an off-setting credit against the amount due hereunder with any
excess or residue belonging to Landlord solely. Should the fair market rental
value of the Leased Premises after deduction of all anticipated expenses of
reletting exceed the Base Rent provided to be paid by Tenant for the remainder
of the Term, Landlord shall not be obligated to pay to Tenant any part of such
excess or to credit any part of such excess against any other sums or damages
for which Tenant may be liable to Landlord.
23
E. In the event that Tenant shall file for protection under the
Bankruptcy Code now or hereafter in effect, or a trustee in bankruptcy shall be
appointed for Tenant, Landlord and Tenant agree, to the extent permitted by law,
to request that the debtor-in-possession or trustee-in-bankruptcy, if one shall
have been appointed, either assume or reject this Lease within 60 days after
such appointment.
24. COVENANT OF QUIET ENJOYMENT.
---------------------------
Landlord covenants that Tenant, on paying the Base Rent, charges for
services and other payments herein reserved and on keeping, observing and
performing all the other terms, covenants, conditions, provisions and agreements
herein contained on the part of Tenant to be kept, observed and performed, all
of which obligations of Tenant are independent of Landlord's obligations
hereunder, shall, during the Term, peaceably and quietly have, hold and enjoy
the Leased Premises subject to the terms, covenants, conditions, provisions and
agreements hereof free from hindrance by Landlord or any person claiming by,
through or under Landlord.
25. INTENTIONALLY DELETED.
---------------------
26. OTHER AGREEMENTS OF TENANT.
--------------------------
A. Upon request of Landlord from time to time, Tenant agrees to
furnish Landlord with copies of current financial statements of Tenant,
certified by Tenant's accountant and an authorized representative of Tenant.
B. Tenant shall furnish locks and keys to premises and make same
available to Landlord for access to premises as provided herein.
Notwithstanding the provisions for Landlord's access to the Leased Premises,
Tenant relieves and releases Landlord of all responsibility arising out of
theft, robbery, pilferage and personal assault. Upon the expiration of the term
or Tenants right to possession, Tenant shall return all keys to Landlord and
shall disclose to Landlord the combination of any safes, cabinets or vaults left
in the Leased Premises.
27. REAL ESTATE BROKER.
------------------
Tenant represents that Tenant has dealt with (and only with) the broker
named in the Schedule as broker in connection with this Lease, and that insofar
as Tenant knows, no other broker negotiated this Lease or is entitled to any
commission in connection therewith. Tenant agrees to indemnify, defend and hold
Landlord and its partners, employees, agents, and officers harmless from and
against all claims made by any broker or finder other than the broker named in
the Schedule for a commission or fee in connection with this Lease, provided
that Landlord has not in fact retained such broker or finder.
24
28. MISCELLANEOUS.
-------------
A. RIGHTS CUMULATIVE. All rights and remedies of Landlord under
-----------------
this Lease shall be cumulative and none shall exclude any other rights and
remedies allowed by law.
B. LATE PAYMENTS.
-------------
(i) All payments becoming due under this Lease and remaining
unpaid within five (5) days of when due shall bear interest from the due
date until paid at a rate per annum (the "INTEREST RATE") equal to the
prime rate of interest, announced from time to time by The First National
Bank of Chicago or any successor, plus four percent (4%), such rate to
change when and as such prime rate changes (but in no event at a rate which
is more than the highest rate which is at the time lawful in the State of
Illinois).
(ii) Tenant recognizes that late payment of Base Rent or any
other sum due hereunder will result in administrative expenses to Landlord,
the extent of which additional expenses are extremely difficult and
economically impractical to ascertain. Tenant therefore agrees that when
Base Rent or any other sum is due and payable from Tenant to Landlord
pursuant to the terms of this Lease, and such amount remains unpaid 5 days
after such amount is due, the amount of such unpaid Base Rent or other sum
shall be increased by a late charge to be paid to Landlord by Tenant equal
to the greater of (a) $100.00 or (b) 5% of the unpaid Base Rent or other
sum.
The provisions of this Paragraph shall in no way relieve Tenant of the
obligation to pay Base Rent or other payments on or before the date on which
they are due, nor shall the collection by Landlord of any amount under either
subparagraph hereof impair (a) the ability of Landlord to collect the amount
charged under the other subparagraph hereof or (b) Landlord's Remedies set forth
in Paragraph 23 of this Lease.
C. TERMS. The necessary grammatical changes required to make the
-----
provisions hereof apply either to corporations or partnerships or individuals,
men or women, and singular or plural, as the case may require, shall in all
cases be assumed as though in each case fully expressed.
D. BINDING EFFECT. Each of the provisions of this Lease shall
--------------
extend to and shall, as the case may require, bind or inure to the benefit not
only of Landlord and of Tenant, but also of their respective successors and
assigns, provided this clause shall not permit any assignment by Tenant contrary
to the provisions of this Lease.
E. LEASE CONTAINS ALL TERMS. All of the obligations of Landlord are
------------------------
contained herein and in the Schedule attached hereto and the Exhibits attached
hereto, and no modification, waiver or amendment of this Lease or of any of its
conditions or provisions shall be binding upon Landlord unless in writing signed
by Landlord or by a duly authorized agent of Landlord empowered by a written
authority signed by Landlord. In executing and delivering this Lease, Tenant
has not relied on any representation (including, but not limited to, any
representation whatsoever as to the amount of any item comprising Additional
Charges or the amount of the
25
Additional Charges in the aggregate or that Landlord is furnishing the same
services to other tenants, at all, on the same level or on the same basis),
warranty or any statement of Landlord which is not set forth herein, in the Work
Letter or in one or more of the Exhibits attached hereto.
F. DELIVERY FOR EXAMINATION. Submission of the Lease for
------------------------
examination shall not bind Landlord in any manner, and no Lease or obligations
of Landlord shall arise until this instrument is signed by both Landlord and
Tenant and delivery is made to each.
G. NO AIR RIGHTS. No rights to any view or to light or air over any
-------------
property, whether belonging to Landlord or any other person, are granted to
Tenant by this Lease.
H. RECORDING. Landlord and Tenant agree to execute and record a
---------
Memorandum of this Lease.
I. CAPTIONS. The captions of paragraphs and subparagraphs are for
--------
convenience only and shall not be deemed to limit, construe, affect or alter the
meaning of such paragraphs or subparagraphs.
J. ONLY LANDLORD/TENANT RELATIONSHIP. Nothing contained in this
---------------------------------
Lease shall be deemed or construed by the parties hereto or by any third party
to create the relationship of principal and agent, partnership, joint venturer
or any association between Landlord and Tenant, it being expressly understood
and agreed that neither the method of computation of Base Rent nor any act of
the parties hereto shall be deemed to create any relationship between Landlord
and Tenant other than the relationship of landlord and tenant.
K. APPLICATION OF PAYMENTS. Landlord shall have the right to apply
-----------------------
payments received from Tenant pursuant to this Lease (regardless of Tenant's
designation of such payments) to satisfy any obligations of Tenant hereunder, in
such order and amounts as Landlord in its sole discretion may elect.
L. GOVERNING LAW. Interpretation of this Lease shall be governed by
-------------
the internal laws of the State of Illinois.
M. PARTIAL INVALIDITY. If any term, provision or condition
------------------
contained in this Lease shall, to any extent, be invalid or unenforceable, the
remainder of this Lease (or the application of such term, provision or condition
to persons or circumstances other than those in respect of which it is invalid
or unenforceable) shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the
fullest extent permitted by law; provided, however, that if any provision of
this Lease relating to payment of Base Rent or Additional Charges is invalid or
unenforceable, Landlord shall have the right to terminate this Lease.
N. INTEREST. If, from any circumstances whatsoever, fulfillment of
--------
any provision hereof at the time performance of such provision shall be due,
shall involve exceeding the highest lawful rate of interest permissible under
applicable law, then the obligation to be fulfilled
26
shall be reduced to the highest lawful rate of interest permissible under the
applicable laws; and, if for any reason whatsoever, Landlord shall ever receive
as interest an amount which would be deemed unlawful under such applicable law,
at Landlord's option such excess shall be either credited against payments next
due hereunder or refunded by Landlord, provided Tenant is not then in default
hereunder.
O. AUTHORIZED SIGNATORY. If Tenant is a corporation or partnership,
--------------------
each signatory of Tenant personally represents and warrants that he is a duly
authorized signatory for and on behalf of the Tenant, and agrees that if the
representation and warranty contained in this paragraph is false, each signatory
shall be personally liable under this Lease.
P. FINANCIAL INFORMATION. Tenant represents and warrants that all
---------------------
financial information heretofore and hereafter delivered to Landlord is true and
correct and that no material misstatements or omissions exist therein.
Q. COUNTERPARTS. This Lease may be executed in counterparts and
------------
each copy of this Lease to which is attached counterpart signature pages
containing the signatures of each of the parties hereto shall be deemed for all
purposes to be an executed original of this Lease.
R. SECURITY SYSTEM. Notwithstanding anything in this Lease to the
---------------
contrary, Tenant shall have the right, at its sole expense, to design, install
and maintain a security system within the Leased Premises.
S. PARKING. Landlord agrees to designate six (6) parking spaces for
-------
the exclusive use of Tenant, its employees and invitees. Except for spaces
designated by Landlord for the exclusive use of Landlord or others, as shown on
the attached Exhibit F, all other parking spaces within the Property shall be
available to Tenant on a non-exclusive, first come, first served basis.
T. EXTERIOR SIGNAGE. Tenant may, at its sole expense, design,
----------------
install and maintain exterior illuminated building signage, subject to
Landlord's review and approval of the design of the signage. The location of
such signage shall be in the northeast corner of the facade facing Route 83. No
other building signage shall be placed on the facade of the Building facing
Route 83.
U. PREVAILING PARTY. In the event that either party defaults in the
----------------
performance of its obligations hereunder (defaulting party), the defaulting
party shall be liable for all costs and expenses, including reasonable attorneys
fees, incurred or paid by the other party in enforcing the terms of this Lease.
V. LANDSCAPING. Landlord agrees during the term of this Lease to
-----------
prune and maintain the existing landscaping facing Route 83 so as to increase
the building's visibility thereto, and except for an initial pruning to be
completed by Landlord prior to the Commencement Date, the cost of which shall be
included in computing Operating Expenses.
27
29. NOTICES.
-------
All notices to be given under this Lease shall be in writing and delivered
personally or deposited in the United States mail, certified or registered mail
with return receipt requested, postage prepaid, addressed as set forth in the
Schedule or to such other person or such other address designated by notice sent
by the party hereto who wished to receive notice.
All notices shall be deemed effectively given
(i) when delivered, if delivered personally;
(ii) three days after such notice has been deposited in the
United States mail, if mailed certified or registered mail, return receipt
requested; and
(iii) when received by the party for which notice is intended,
if given in any other manner.
30. LIMITATION ON LANDLORD'S LIABILITY.
----------------------------------
It is expressly understood and agreed by Tenant that none of Landlord's
covenants, undertakings or agreements are made or intended as personal
covenants, undertakings or agreements by Landlord or the partners in Landlord,
and any liability of Landlord or the partners in Landlord for damages or breach
or nonperformance by Landlord or otherwise arising under or in connection with
this Lease or the relationship of Landlord and Tenant hereunder, shall be
collectible only out of Landlord's interest in the Property (or if Landlord is
the beneficiary of a land trust, Landlord's right, title and interest in such
land trust), in each case as the same may then be encumbered, and no personal
liability is assumed by, nor at any time may be asserted against, Landlord or
the partners in Landlord or any of its or their officers, agents, employees,
legal representatives, successors or assigns, all such liability, if any, being
expressly waived and released by Tenant. Tenant further expressly understands
and agrees that Landlord's agent executes this Lease, not in its own right but
solely as Landlord's agent and that nothing in this Lease shall be construed as
creating any liability whatsoever against such Landlord's agent, its
shareholders, directors, officers or employees and in particular, without
limiting the generality of the foregoing, there shall be no liability to pay any
indebtedness or sum accruing hereunder, or to perform any covenant or agreement
whether express or implied herein contained, it being agreed that Landlord shall
have sole responsibility therefor.
31. RENEWAL OPTION.
--------------
A. Provided that no default is existing under this Lease at the time
the Renewal Option (as hereinafter defined) is exercised, or at the commencement
of the Renewal Period (as hereinafter defined), and subject to the right of
Tenant to nullify the exercise of the Renewal Option as hereinafter provided,
Tenant shall have the right (the "RENEWAL OPTION") to extend the Term for one
(1) five year period (the "RENEWAL PERIOD") commencing on the expiration of the
Term.
28
B. Tenant's right to exercise the Renewal Option shall be
conditioned upon Landlord's receipt, concurrently with Tenant's exercise of the
Renewal Option, of current financial statements of Tenant, certified by an
authorized representative of Tenant.
C. The Renewal Option shall be exercised, if at all, by written
notice to Landlord given not earlier than eighteen (18) months nor later than
twelve (12) months prior to the expiration of the Term. In the event Tenant
fails strictly to comply with the procedure for exercise of the Renewal Option,
Tenant shall have no further right to extend the Term.
D. Landlord's and Tenant's rights and obligations for the Renewal
Period shall be upon the same terms and conditions as are contained in this
Lease, except as hereinafter provided:
(i) The annual Base Rent (described below) during the Renewal
Period shall be at the rate per annum per square foot of rentable area in
the Leased Premises, equal to the Market Rental Rate (as hereinafter
defined) per annum, but in no event shall the Base Rent for any year in the
applicable Renewal Period be less than the Base Rent in effect for the last
year of the Term. The Market Rental Rate shall be the rate for the leasing
of comparable space in the Oak Brook area for a term equal to the Renewal
Period and commencing at approximately the commencement date of the Renewal
Period taking into account rent abatement, tenant construction allowance,
and other concessions given to other tenants of similar space for similar
lease terms.
(ii) At any time in the period during which the Tenant may
exercise the Renewal Option, the Tenant may request Landlord's good faith
determination of the Base Rent for the Renewal Period. Landlord shall
provide Tenant with such determination within thirty (30) days after such
request. The Landlord's good faith determination of the Base Rent for the
Renewal Period shall be binding upon Tenant and Landlord in the event that
Tenant thereafter exercises the Renewal Option as herein provided.
(iii) Landlord shall have no obligation to make improvements,
decorations, repairs, alterations, or additions to the Leased Premises as a
condition to Tenant's obligation to pay Base Rent or Additional Charges for
the Renewal Period.
E. Except as specified herein, Tenant shall have no further right to
extend the Term.
F. Notwithstanding anything herein to the contrary, in the event of
any assignment, sublet or transfer by Tenant of this Lease or any interest under
it, or in the event Tenant vacates the Leased Premises, Tenant shall have no
rights under this Paragraph 31.
32. RIGHT OF FIRST OFFER.
--------------------
A. Provided that no default exists under this Lease, Tenant shall
have the right (the "RIGHT OF FIRST OFFER") during the Term to acquire the
Property from Landlord, upon the terms and conditions set forth in this
Paragraph 32.
29
B. Prior to Landlord's listing the Property for sale or offering the
Property to any other party (other than an affiliate of Landlord), Landlord
shall give Tenant notice of the availability of the Property. Tenant. In the
event that Tenant desires to exercise the Right of First Offer, Tenant shall
give written notice to Landlord no later than five (5) days after receipt of
Landlord's notice. If Tenant does not so notify Landlord, in writing of its
election with respect to the Right of First Offer by said date, Tenant shall
conclusively be deemed to have elected not to exercise the Right of First Offer.
In the event that Tenant timely exercises the Right of First Offer, then
commencing upon the date of Tenant's exercise notice, the parties shall
negotiate, in good faith, to reach mutually acceptable terms for the sale by
Landlord and acquisition by Tenant of the Property, and to execute a contract
evidencing those terms.
C. If the parties are unable to reach agreement and enter into a
contract within thirty (30) days, then Tenant's rights with respect to the Right
of First Offer shall be terminated, and Landlord may list or offer the Property
for sale to others.
D. Notwithstanding anything herein to the contrary, in the event of
any assignment, sublet or transfer by Tenant of this Lease, or if Tenant has
vacated the Leased Premises, Tenant shall have no rights under this Paragraph
32.
33. ZONING.
------
A. The parties acknowledge that the current zoning classification of
the Property is B-1, which does not expressly permit operation of a bank. The
City of Oak Brook has issued a building permit for Tenant's use of the Leased
Premises as set forth in Tenant's letter to Landlord, dated August 26, 1996,
Tenant's letter to ▇▇▇▇▇▇ ▇▇▇▇, Director of Code Enforcement, Village of Oak
Brook, dated September 19, 1996 and Landlord's letter to ▇▇▇▇ ▇▇▇▇▇▇, Building
Inspector, Village of Oak Brook dated August 28, 1996, which letters are
attached as Exhibit H ("TENANT'S CURRENT BUSINESS").
B. If at any time during the Term, the City of Oak Brook or other
municipality determines that Tenant may not lawfully conduct its business on the
Property, due to the zoning classification of the Property, and provided that
Tenant has not materially altered its operations to be different from Tenant's
Current Business, then:
(i) the parties agree to work together, in good faith, to cause
the Property to be rezoned to B-2 or any other classification which does
expressly permit operation of Tenant's Current Business;
(ii) if Landlord is unable to obtain the rezoning within one
hundred twenty (120) days following the date of notification of the non-
conforming use, then either party may, in its sole discretion, at any time
within thirty (30) days following the end of the one hundred twenty (120)
day period, terminate this Lease, effective immediately, by giving written
notice to the other party;
30
(iii) upon such termination, Landlord shall pay to Tenant an
amount equal to the unamortized value of the Work (as defined in the Tenant
Improvement Work Letter attached as Exhibit C), amortized over the initial
Term of the Lease, and all rights and obligations of both parties shall
cease, as of the date of such termination, as if such Term had naturally
expired;
(iv) notwithstanding anything in this Lease to the contrary,
Base Rent and Additional Charges shall ▇▇▇▇▇ during such time and to such
extent as Tenant is unable to use the Leased Premises for Tenant's Current
Business; and,
(v) Landlord's obligations hereunder shall not in any way be
limited by the provisions of Paragraph 30 of this Lease.
END OF TERMS AND CONDITIONS
31
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
-----------------------------
Lot 1 in Town and Country Resubdivision, being a Resubdivision of ▇▇▇ ▇ ▇▇▇ ▇ ▇▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇ Development Company's Elmhurst Countryside Unit Number Three,
being a Subdivision in the South East 1/4 of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third Principal Meridian, according to the Plat of Said
Resubdivision recorded September 8, 1988 as Document R88-101855, in DuPage
County, Illinois.
EXHIBIT B
OUTLINE OF THE LEASED PREMISES
------------------------------
EXHIBIT C
TENANT IMPROVEMENT WORK LETTER
------------------------------
1. DEFINITIONS. Terms which are defined in the Lease shall have the same
-----------
meanings when used in the Work Letter. In addition, the following terms shall
have the following meanings:
"ARCHITECTURAL CONSTRUCTION DOCUMENTS" means the final plans and
specifications to complete the Work in the Leased Premises, including but not
limited to details of the following: partitions, doors, electrical and telephone
outlets, ceiling, lighting, millwork, finishes and carpeting.
"CONSTRUCTION DOCUMENTS" means the final plans and specifications for all
the work to be performed to complete the Leased Premises, including but not
limited to Architectural Construction Documents, Structural Plans and Systems
Plans.
"DAY" or "DAYS" means Monday through Friday except for state or federal
government holidays.
"EXTRA WORK" means all work pursuant to this Work Letter which results from
a change by Tenant in the Construction Documents.
"REVISED PLANS" means all plans and specifications necessary or desirable
to construct and complete any item of Extra Work.
"STRUCTURAL PLANS" means the final plans and specifications for all work to
be performed in the Leased Premises which affect floor load, floor penetrations
and similar structural matters.
"SYSTEM PLANS" means the final plans and specifications for all work to be
performed to complete the mechanical, electrical, life safety and plumbing
systems in the Leased Premises, including but not limited to sprinklers,
heating, ventilating, air conditioning, electrical and plumbing.
"TENANT'S ARCHITECT" means the architect licensed by the State of Illinois
retained by Tenant and approved by Landlord, to prepare the Architectural
Construction Documents.
"TENANT'S ENGINEER" means the engineer retained by Tenant and designated by
Landlord to prepare the System Plans.
"TENANT'S STRUCTURAL ENGINEER" means the engineer retained by Tenant and
designated by Landlord to prepare, review and approve the Structural Plans.
"WORK" means the improvements to the Leased Premises described in the
Construction Documents.
2. PLANS AND SPECIFICATIONS. (i) Tenant has retained Tenant's Architect,
------------------------
Tenant's Engineer and Tenant's Structural Engineer to prepare the Architectural
Construction Documents, Systems Plans and Structural Plans, respectively, all at
Tenant's sole cost and expense. All Construction Documents are subject to the
review and approval of Landlord, in its reasonable discretion.
(ii) Tenant shall deliver three (3) complete copies of the
Construction Documents to Landlord. Landlord shall have ten (10) business days
from its receipt of the Construction Documents, in which to review and approve
or disapprove the Construction Documents, and in the event of disapproval
Landlord shall specify the reasons for such disapproval. Tenant may cause the
Construction Documents to be modified and resubmitted to Landlord for Landlord's
further review and approval, and Landlord shall have five (5) business days from
its receipt of the revised Construction Documents in which to review and approve
or disapprove same.
(iii) Upon Landlord's request, Tenant shall, at Tenant's expense,
cause Tenant's Architct to deliver a set of "as-built" Construction Documents to
Landlord within sixty (60) days after the Commencement Date of the Lease. The
"AS-BUILT" Construction Documents shall consist of reproducible copies of the
final Construction Documents marked to accurately show all changes from the
Construction Documents made in the actual construction of the Leased Premises.
3. BIDDING; PERMITS. Upon Landlord's approval of the Construction
----------------
Documents, Tenant shall solicit bids for completion of the Work to one or more
general contractors, including Landlord's designated general contractor, on a
guaranteed cost basis. Tenant may select any of the bidders to perform the
Work, provided, however, that Landlord shall have the right to disapprove any
bidder if Landlord has reasonable grounds to believe that such contractor is
disreputable or may be unable to complete the Work in a good and workmanlike
manner in accordance with the Construction Documents. Notwithstanding the
foregoing, if Tenant selects a general contractor other than Landlord's
designated general contractor, Landlord's designated general contractor shall
have the right to match the bid of the general contractor selected by Tenant,
and to perform the Work.
Concurrently with Landlord's approval of the Construction Documents,
Landlord shall thereafter make application to the appropriate regulatory
authorities for the required permits and approvals. Any delay in receiving
permits or approvals shall not be considered a Landlord Delay. Any delay in
receiving permits or approvals resulting from the condition of the Construction
Documents shall be considered a Tenant Delay.
If Landlord's general contractor is selected to complete the Work, Landlord
agrees to finish and construct in the Leased Premises the Work, in accordance
with the Construction Documents. Upon substantial completion of the Work,
Landlord and Tenant shall inspect the Leased Premises and prepare a Punch List
of any defects or uncompleted items necessary to be corrected. The Leased
Premises shall not be deemed incomplete or not ready for occupancy if only
insubstantial details of construction, decoration or mechanical adjustments
remain to be done. Issuance of the certificate of occupancy shall be final and
conclusive as to whether the Leased Premises are completed and ready for
occupancy.
4. COMMENCEMENT DATE AGREEMENT. Prior to Tenant taking occupancy of the
---------------------------
Leased Premises, Tenant must execute the Commencement Date Agreement in the form
attached hereto as Exhibit G.
5. EXTRA WORK.
----------
A. In the event Tenant desires to make revisions to the Work, Tenant
must request the revisions in writing. All revisions require the prior approval
of Landlord. Tenant shall cause to be prepared and delivered to Landlord, for
Landlord's review and approval, Revised Plans for the Extra Work. After
reviewing the Revised Plans, Landlord shall notify Tenant of Landlord's approval
or disapproval thereof, and in the event of disapproval Landlord shall specify
the reasons for such disapproval. Tenant may cause the Revised Plans to be
modified and resubmitted to Landlord for Landlord's further review and approval
within seven (7) days after Landlord notifies Tenant of its disapproval. In the
event Tenant does not submit modified plans within such seven (7) day period,
Tenant shall conclusively be deemed to have withdrawn its request for the Extra
Work.
B. If Landlord notifies Tenant that it approves the Revised Plans
for the Extra Work (or that it approves the modified Revised Plans, as the case
may be), and if Landlord's general contractor is performing the Work, then
concurrently with such approval Landlord shall deliver to Tenant (i) an estimate
of the cost to perform the Extra Work, and, (ii) a statement setting forth
whether in Landlord's judgment, the performance of the Extra Work will cause a
Tenant Delay (as hereinafter defined), and Landlord's estimate of the length of
the Tenant Delay (the items in subparagraphs (i) and (ii) are together referred
to as "LANDLORD'S EXTRA WORK SUBMISSIONS." Tenant shall have three (3) days to
give Landlord written notice of acceptance or rejection of Landlord's Extra Work
Submissions. If Tenant or Tenant's Architect gives notice of Tenant's approval,
such notice shall be accompanied by an Extra Work deposit equal to 50% of the
amount estimated by Landlord to perform the Extra Work ("EXTRA WORK DEPOSIT").
In the event Tenant or Tenant's Architect either (x) rejects Landlord's Extra
Work Submissions, (y) fails to give notice within the three (3) day period, or
(z) accepts Landlord's Extra Work Submissions but fails to pay the Extra Work
Deposit, then Tenant shall conclusively be deemed to have withdrawn the request
for Extra Work.
C. Notwithstanding subparagraphs A and B above, Tenant may within
the three (3) day period after receipt of Landlord's Extra Work Submissions,
give notice to Landlord that Tenant elects to cause the Revised Plans to be
modified to reduce the cost of the Extra Work, or reduce the Tenant Delay
resulting from performance of the Extra Work. In such event Tenant shall cause
modifications to be made to the Revised Plans and thereafter shall submit the
modified Revised Plans to Landlord for approval. In the event Tenant or
Tenant's Architect gives Landlord notice of its election to modify the Revised
Plans, the period commencing three (3) days after receipt of Landlord's Extra
Work Submissions and ending on the date the Landlord receives Tenant's or
Tenant's Architect notice of acceptance of the modified Landlord's Extra Work
Submissions (or the date Tenant withdraws, or is deemed to have withdrawn the
request for Extra Work, in accordance with subparagraph A and B above) shall be
a period of Tenant Delay.
6. CONSTRUCTION COSTS. Landlord agrees to pay ("LANDLORD'S
------------------
CONTRIBUTION"): (a) the entire cost to design and construct an additional fire
door for the Leased Premises; and (b) an amount, not to exceed $10,000.00,
towards exterior improvements at Tenant's primary entrance to the Leased
Premises. Tenant agrees to pay ("TENANT'S CONTRIBUTION") all costs of the Work
in excess of Landlord's Contribution. Payments of Tenant's Contribution shall
be made within ten (10) days after Tenant's receipt of periodic draw requests.
7. TENANT DELAY. In the event the Leased Premises shall not be completed
------------
and ready for occupancy on the Commencement Date, this Lease shall nevertheless
continue in full force and effect, but Base Rent and Additional Charges shall
▇▇▇▇▇ until the Leased Premises are ready for occupancy, and Landlord shall have
no other liability whatsoever on account thereof; provided, however, there shall
be no abatement of Base Rent and Additional Charges if the Leased Premises are
not ready for occupancy because of Tenant Delays.
The number of days of delay arising, directly or indirectly out of or on
account of any of the following events shall constitute the number of days of
"TENANT DELAYS" under the Lease and if the Leased Premises are not ready for
occupancy on account thereof, neither Base Rent nor Additional Charges shall
▇▇▇▇▇ for such number of days:
(a) Tenant's failure to deliver the Construction Documents on or
before the date set forth in the Tenant Occupancy Timetable;
(b) Any delay resulting from Tenants revision of the Construction
Documents;
(c) Any delay resulting from Tenant request that Extra Work be
performed;
(d) Any delay resulting from the performance of any work by Tenant or
any person, firm, or corporation employed by Tenant;
(e) Any delay resulting from failure to obtain or complete the
installation of telephone or other equipment, fixtures, furniture, finishes or
materials selected by Tenant;
(f) Any other default or delay by Tenant or its agents hereunder or
under the Lease.
8. OCCUPANCY PRIOR TO COMMENCEMENT DATE. Landlord shall permit Tenant,
------------------------------------
and Tenant's agents and contractors who have been approved by Landlord, to enter
the Leased Premises prior to the Commencement Date, in order that Tenant may do
such work as may be required by Tenant to make the Leased Premises ready for
Tenant's use and occupancy, provided that Tenant shall fully perform and comply
with each of the following covenants, conditions and requirements:
(i) If Landlord permits such entry prior to the Commencement Date,
then such permission is conditioned upon Tenant and Tenant's agents,
contractors, workmen, mechanics, suppliers and invitees, working in harmony and
not interfering with Landlord and Landlord's agents,
contractors, suppliers, workmen, and mechanics in the Leased Premises; and if at
any time such entry shall in the judgment of Landlord cause or threaten to cause
disharmony or interference, Landlord shall have the right to withdraw such
permission upon twenty-four (24) hours written notice;
(ii) Tenant agrees that any such entry into the Leased Premises shall
be deemed to be under all of the terms, covenants, conditions, and provisions of
the Lease except as to the covenant to pay Base Rent and Additional Charges, and
further agrees that in connection therewith Landlord shall not be liable in any
way for any injury, loss, or damage which may occur to any of Tenant's work and
installations made in said Leased Premises or to property placed therein prior
to the Commencement Date and thereafter, the same being at Tenant's sole risk.
In addition, Tenant shall require all entities performing work on behalf of
Tenant to provide protection for existing improvements to an extent that is
satisfactory to Landlord and shall allow Landlord access to the Leased Premises,
for inspection purposes, at all times during the period when Tenant is
undertaking construction activities thereon. In the event any entity performing
work on behalf of Tenant causes any damage to the property of Landlord or
others, Tenant shall cause such damage to be repaired at Tenant's expense and if
Tenant fails to cause such damage to be repaired promptly upon Landlord's demand
therefor, Landlord may in addition to any other rights or remedies available to
Landlord under this Lease or at law or equity cause such damage to be repaired,
in which event Tenant shall promptly upon Landlord's demand pay to Landlord the
cost of such repairs;
(iii) All contractors and subcontractors shall use only those service
corridors, entrances and elevators designated by Landlord for ingress and egress
of personnel and the delivery, and removal of equipment and material through or
across any common areas shall only be permitted with the written approval of
Landlord and during hours determined by Landlord. Landlord shall have the right
to order Tenant or any contractor or subcontractor who violates the above
requirements to cease work, vacate the building and to remove its equipment, and
its employees from the Building;
(iv) Tenant agrees that all services and work performed on the Leased
Premises by, on behalf of, or for the account of Tenant, including installation
of telephones, materials and personal property delivered to the Leased Premises
shall be done in a first-class ▇▇▇▇▇▇▇-like manner using only good grades of
material;
(v) Tenant agrees to protect, indemnify, defend and hold Landlord
and its agents, partners, and employees harmless from and against any and all
losses, damages, liabilities, claims, liens, costs, and expenses, including
reasonable attorney's fees of whatever nature including those to the person and
property of Tenant, its employees, agents, invitees, licensees and others
arising out of or in connection with the activities of Tenant, Tenant's
Architect or Tenant's contractors in or about the Leased Premises or the
Building, and the cost of any repairs to the Leased Premises or the Building
necessitated by activities of Tenant, Tenant's Architect or Tenant's
contractors;
(vi) In the event any of the Work must be performed after normal
working hours (including Tenant's move into the Leased Premises which must be
done on a weekend or after 5:00 p.m. Monday through Friday) Landlord shall
require that a Building engineer be present and
Tenant shall reimburse Landlord for the Building engineer's salary and benefits
at the rates currently paid by Landlord; and
(vii) Tenant shall secure, pay for, and maintain during the
continuance of its work within the Leased Premises, insurance, which shall be
endorsed in all policies to include Landlord and its contractor and their
respective employees and agents as additional insured parties, and which shall
provide sixty (60) days prior written notice of any alteration or termination of
coverage, in such amounts and insuring such risks as Landlord may require.
Tenant shall not permit Tenant's contractors to commence any work until all
required insurance has been obtained by Tenant and certificates evidencing such
coverage have been delivered to Landlord.
9. TERMINATION DATE. Under no circumstances shall the occurrence of any
----------------
of the events described in paragraphs 7 or 8 above be deemed to accelerate or
defer the Termination Date.
10. LEASE. This Tenant Construction Work Letter is expressly made a part
-----
of the Lease and is subject to each and every term and condition thereof,
including without limitation, the limitations of liability set forth in
paragraph 30 thereof.
11. MONETARY DEFAULT. The failure by Tenant to pay any monies due
----------------
Landlord pursuant to this Work Letter within the time period herein stated shall
be a default under the terms of the Lease for which Landlord shall be entitled
to exercise all remedies to Landlord for non-payment of Base Rent. All late
payments shall bear interest pursuant to the Lease.
12. ORIGINAL LEASED PREMISES. This Work Letter shall not apply to any
------------------------
additional space added to the original Leased Premises at anytime or from time
to time, whether by any options under the Lease or otherwise, or to any portion
of the original Leased Premises or any additions thereto in the event of a
renewal or extension of the initial term of the Lease, whether by options under
the Lease or otherwise, unless expressly so provided in the Lease or any
amendment or supplement thereto.
13. LANDLORD'S APPROVAL. Landlord's approval of Space Plans or
-------------------
Construction Drawings shall not imply that the items approved are in compliance
with applicable laws, ordinances or codes, and Landlord shall have no liability
to Tenant or any other party by reason of the existence and exercise of such
approval rights.
EXHIBIT D
JANITORIAL SERVICES
-------------------
I. Office
A. Daily (Monday through Friday)
1. Vacuum all rugs and carpeted areas
2. Damp mop all stone, ceramic tile and terrazzo areas
3. Sweep all other uncarpeted areas
4. Dust all top surfaces
5. Clean all water fountains and water coolers
6. Empty and clean all waste receptacles
B. Periodic
1. Remove fingermarks from all surfaces near light switches, door
jambs, etc. - weekly
2. Sweep floors in private and public stairwells weekly
3. Dust all vertical surfaces - monthly
4. Dust exterior lighting fixtures - quarterly
5. Clean all interior window metal surfaces of perimeter walls -
quarterly
6. Wash telephones - monthly
7. Clean and buff all resilient flooring as required
II. Lavatories
A. Daily (Monday through Friday)
1. Wash all floors
2. Wash and polish all mirrors and bright work
3. Wash and disinfect all toilet seats, basins, bowls and urinals
4. Refill towel dispensers, soap dispensers, tissue holders, material
furnished by Landlord
5. Empty paper tower receptacles
B. Periodic
1. Clean and wash all partitions - weekly
2. Clean and wash all tile walls - monthly
3. High dusting including lights and grills - monthly
4. Machine scrub all floors at least monthly
III. Windows: Wash all windows, interior and exterior, a minimum number of
three (3) times per year.
Tenants may request additional services other than those described above, at
Tenant's expense.
EXHIBIT E
TENANT OCCUPANCY TIMETABLE
--------------------------
TENANT: THE PRIVATE BANK AND TRUST COMPANY
PROJECT: ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
DATE: OCTOBER 2, 1996
CRITICAL PATH EVENTS RESPONSIBILITY TIME REQUIRED DATE SCHEDULED ACTUAL DATE
-------------------- --------------- ------------- --------------- ------------
. Tenant delivers all Construction Tenant n/a 10/4/96 ____________
Documents to Landlord
. Landlord approves Construction Landlord 10 business days 10/14/96 ____________
Documents
. Landlord obtains building permit Landlord n/a 10/15/96 ____________
. Guaranteed cost delivered to Tenant Landlord 10 days after Landlord 10/14/96 ____________
approval
. Substantial completion of the Work Landlord 8 weeks after permit 12/15/96 ____________
. Inspection of Lease Premises; Landlord/Tenant n/a 12/15/96 ____________
execution of Commencement Date
Agreement and punch list
. Occupancy of Leased Premises Tenant n/a 12/15/96 ____________
EXHIBIT F
EXCLUSIVE PARKING
-----------------
EXHIBIT G
COMMENCEMENT DATE AGREEMENT
---------------------------
DATE: ________________________________________
LANDLORD: COLUMBIA LISLE LIMITED PARTNERSHIP
TENANT: THE PRIVATE BANK AND TRUST COMPANY
BUILDING: ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
RE: LEASE DATED OCTOBER ___, 1996 (THE "LEASE")
1. Tenant agrees that the Work in the Leased Premises has been
substantially completed in accordance with the requirements of the Lease. The
date of "Substantial Completion" as defined in the Lease, is _______________,
19___, except the "punch list items" which are listed on Schedule 1 attached
hereto.
2. Landlord and Tenant agree that _____ days of Tenant Delay (as defined
in Paragraph 7 of the Tenant Improvement Work Letter) have occurred.
3. We hereby confirm that the Commencement Date, as defined in the Lease,
is _______________, 19___.
4. We hereby confirm that the Termination Date, as set forth in the
Lease, is _______________, 19___.
5. Terms which are defined in the Lease shall have the same meanings when
used in this Agreement.
LANDLORD: TENANT:
--------- -------
COLUMBIA LISLE LIMITED PARTNERSHIP, THE PRIVATE BANK AND TRUST COMPANY,
an Illinois limited partnership an Illinois banking association
By: Columbia Holdings, Ltd., an By: _____________________________
Illinois corporation, its general
partner
Its: _____________________________
By: __________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
EXHIBIT H
TENANT'S CURRENT BUSINESS
-------------------------