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Exhibit 10.14
OFFICE LEASE
Between
▇▇▇▇▇▇▇-▇▇▇▇▇, L.L.C.
as Landlord
And
HANOVER CAPITAL PARTNERS LTD.
as Tenant
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LEASE INDEX
1. BASIC LEASE PROVISIONS........................................... 1
2. DEMISE AND TERM.................................................. 2
3. RENT............................................................. 2
4. USE.............................................................. 5
5. CONDITION OF PREMISES............................................ 5
6. BUILDING SERVICES................................................ 5
7. RULES AND REGULATIONS............................................ 7
8. CERTAIN RIGHTS RESERVED TO LANDLORD.............................. 7
9. MAINTENANCE AND REPAIRS.......................................... 7
10. ALTERATIONS...................................................... 8
11. INSURANCE........................................................ 9
12. WAIVER AND INDEMNITY............................................. 9
13. FIRE AND CASUALTY................................................ 10
14. CONDEMNATION..................................................... 11
15. ASSIGNMENT AND SUBLETTING........................................ 11
16. SURRENDER........................................................ 12
17. DEFAULTS AND REMEDIES............................................ 13
18. HOLDING OVER..................................................... 14
19. SECURITY DEPOSIT................................................. 14
20. SUBSTITUTION OF OTHER PREMISES................................... 15
21. DEMOLITION OR RENOVATION......................................... 15
22. ESTOPPEL CERTIFICATES............................................ 15
23. SUBORDINATION.................................................... 16
24. QUIET ENJOYMENT.................................................. 16
25. BROKER........................................................... 16
26. NOTICES.......................................................... 17
27. MISCELLANEOUS.................................................... 17
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OFFICE LEASE
THIS LEASE (this "Lease") is made as of this ______ day of January, 1999 between
▇▇▇▇▇▇▇-▇▇▇▇▇, L.L.C., an Illinois limited liability company ("Landlord") having
an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
HANOVER CAPITAL PARTNERS LTD., a New York corporation ("Tenant"), for space in
the building known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (such
building, together with the land upon which it is situated, being herein
referred to as the "Building"). The following Basic Lease Provisions (the "Lease
Provisions") set forth certain basic terms of this Lease:
1. BASIC LEASE PROVISIONS.
1.1 SUITE NUMBER: 1338, as shown on EXHIBIT A attached hereto.
1.2 RENTABLE SQUARE FEET: 1,151
1.3 BASE RENT:
PERIOD RENT PER RENTABLE ANNUAL RENT MONTHLY RENT
SQUARE FOOT
2/1/1999 to 1/31/2000 $19.00 $21,869.00 $1,822.42
2/1/2000 to 1/31/2001 19.50 22,444.50 1,870.38
2/1/2001 to 1/31/2002 20.00 23,020.00 1,918.33
2/1/2002 to 1/31/2003 20.50 23,595.50 1,966.29
2/1/2003 to 1/31/2004 21.00 24,171.00 2,014.25
1.4 TENANT'S PROPORTIONATE SHARE OF OPERATING EXPENSES & TAXES: 0.14538%
1.5 BASE EXPENSES OR BASE EXPENSE YEAR: 1999
1.6 BASE TAXES OR BASE TAX YEAR: 1999
1.7 SECURITY DEPOSIT: $3,644.83
1.8 BROKER FOR LANDLORD: Prime Group Realty Services, Inc.
BROKER FOR TENANT: MAP Real Estate
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1.9 TERM OF LEASE: 5 Years
1.10 COMMENCEMENT DATE: February 1, 1999
1.11 NOTICES TO LANDLORD: ▇▇▇▇▇▇▇-▇▇▇▇▇, L.L.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Manager
NOTICES TO TENANT: Hanover Capital Partners Ltd.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: In-House Counsel
With a copy to: Hanover Capital Partners Ltd.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Managing Director
1.1 GUARANTOR: None
1.2 OTHER: None
2. DEMISE AND TERM. Landlord leases to Tenant and Tenant leases from Landlord
the premises (the "Premises") described in Section 1.1 of the Lease Provisions
and shown on the plan attached hereto as Exhibit "A", subject to the covenants
and conditions set forth in this Lease, for a term (the "Term") described in
Section 1.9 of the Lease Provisions commencing on the date (the "Commencement
Date") described in Section 1.10 of the Lease Provisions and expiring on the
date (the "Expiration Date") as determined by adding the Term to the
Commencement Date, unless terminated earlier as otherwise provided in this
Lease. Within five (5) business days after its receipt of Landlord's request
(the "Date Confirmation Letter"), Tenant shall confirm in writing to Landlord
the actual Commencement Date and the Expiration Date by its execution and return
of the Date Confirmation Letter.
3. RENT.
3.1 DEFINITIONS. For purposes of this Lease, the following terms shall have
the following meanings:
3.1.1 "BASE EXPENSES" or "BASE EXPENSE YEAR" shall mean the amount or the
year set forth in Section 1.5 of the Lease Provisions.
3.1.2 "BASE TAXES" or "BASE TAX YEAR" shall mean the amount or the year set
forth in Section 1.6 of the Lease Provisions.
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3.1.3 "EXPENSES" shall mean all expenses, costs and disbursements (other
than Taxes) paid or incurred by Landlord in connection with the ownership,
management, maintenance, operation, replacement and repair of the Building.
If the cost incurred in making an improvement or replacing any equipment is
not fully deductible as an expense in the year incurred in accordance with
generally accepted accounting principles, the cost shall be amortized over
the useful life of the improvement or equipment, as reasonably determined
by Landlord. Expenses shall not include: (a) costs of tenant alterations;
(b) interest and principal payments on mortgages; (c) advertising expenses
and leasing commissions; (d) any cost or expenditure for which Landlord is
reimbursed, whether by insurance proceeds or otherwise, except through
Expense Escalation (as hereinafter defined); and (e) legal expenses of
negotiating leases or pursuing collections. Expenses shall be determined on
a cash or accrual basis, as Landlord may elect. If less than 95% of the
rentable square feet in the Building is rented or occupied at any time
during any calendar year, operating expenses for such calendar year shall
be an amount equal to the Expenses which would normally be expected to be
incurred had 95% of the Building's rentable square feet been occupied and
had Landlord been supplying services to 95% of the Building's rentable
square feet throughout such calendar year.
3.1.4 "RENT" shall mean Base Rent, Rent Escalation, Expense Escalation, Tax
Escalation (as such terms are hereinafter defined) and any other sums or
charges due by Tenant hereunder.
3.1.5 "TAXES" shall mean all taxes, assessments and fees levied upon the
Building, the property of Landlord located therein or the rents collected
therefrom, by any governmental entity based upon the ownership, leasing,
renting or operation of the Building, including, without limitation, all
costs and expenses of protesting any such items. Taxes shall not include
any net income, capital stock, succession, transfer, franchise, gift,
estate or inheritance taxes; provided, however, if at any time during the
Term, a tax or excise on income is levied or assessed by any governmental
entity, in lieu of or as a substitute for, in whole or in part, real estate
taxes or other ad valorem taxes, such tax shall constitute and be included
in Taxes. For the purposes of determining Taxes for any given year, the
amount to be included for such year (a) from special assessments payable in
installments shall be the amount of the installments (and any interest) due
and payable during such year, or, at Landlord's option, special assessments
levied, assessed or otherwise imposed for such year without regard to when
such special assessments are payable, and (b) from all other Taxes shall be
the amount due and payable in such year, or at Landlord's option, Taxes
levied, assessed or otherwise imposed for such year without regard to when
such Taxes are payable.
3.1.6 "TENANT'S PROPORTIONATE SHARE" shall mean the percentage set forth in
Section 1.4 of the Lease Provisions.
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3.2 COMPONENTS OF RENT. Tenant agrees to pay the following amounts to
Landlord at the office of the Building or at such other place as Landlord
designates:
3.2.1 Base rent ("Base Rent") to be paid in monthly installments in the
amounts as set forth in Section 1.3 of the Lease Provisions, in advance, on
or before the first day of each month of the Term, except that Tenant shall
pay the first month's Base Rent plus any partial month rent (if any) upon
execution of this Lease.
3.2.2 Tax Escalation and Expense Escalation ("Tax Escalation and Expense
Escalation") in an amount equal to Tenant's Proportionate Share of (a) the
increase in expenses for any calendar year over the Base Expenses and (b)
the increase in Taxes for any calendar year over the Base Taxes. (If
Sections 1.5 and 1.6 of the Lease Provisions set forth a Base Expense Year
and a Base Tax Year rather than Base Expenses and Base Taxes, the Base
Expenses and the Base Taxes shall equal the amount of Expenses and Taxes,
respectively, for the Base Expense Year and the Base Tax Year.) Prior to
each calendar year, Landlord shall estimate the amount of the Tax
Escalation and Expense Escalation due for such year, and Tenant shall pay
Landlord one-twelfth of such estimate on the first day of each month during
such year. Such estimate may be revised by Landlord whenever it obtains
information relevant to making such estimate more accurate. At the end of
each calendar year, Landlord shall deliver to Tenant a report setting forth
the actual Expenses and Taxes for such calendar year and a statement of the
amount of the Tax Escalation and Expense Escalation that Tenant has paid
and is payable for such year. Within thirty (30) days after receipt of such
report, Tenant shall pay to Landlord the amount of the Tax Escalation and
Expense Escalation due for such calendar year minus any payments of the Tax
Escalation and Expense Escalation made by Tenant for such year. If Tenant's
estimated payments of the Tax Escalation and Expense Escalation exceed the
amount due Landlord for such calendar year, Landlord shall apply such
excess as a credit against Tenant's other obligations under this Lease or
promptly refund such excess to Tenant if the Term has already expired,
provided Tenant is not then in default hereunder, in either case without
interest to Tenant.
3.3 PAYMENT OF RENT. The following provisions shall govern the payment of
Rent.
3.3.1 All Rent shall be paid to Landlord without offset or deduction, and
the covenant to pay Rent shall be independent of every other covenant in
this Lease. Payment shall be delivered to the Landlord at the address set
forth above or at such other address as Landlord may designate from time to
time.
3.3.2 Any sum due from Tenant to Landlord which is not paid when due shall
bear interest from the date due until the date paid at the annual rate of
fifteen percent (15%) per annum, but in no event higher than the maximum
rate permitted by law (the "Default Rate"); and, in addition, Tenant shall
pay Landlord
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a late charge for any Rent payment which is paid more than five (5) days
after its due date equal to five percent (5%) of such payment.
3.3.3 In the event of the termination of this Lease prior to the
determination of any Tax Escalation and Expense Escalation, Landlord's
obligation to refund any such sums (provided Tenant is not in default
hereunder) and Tenant's agreement to pay any such sums shall survive the
termination of this Lease.
3.3.4 No adjustment to the Rent by virtue of the operation of the rent
adjustment provisions in this Lease shall result in the payment by Tenant
in any year of less than the Base Rent shown on the Lease Provisions.
3.3.5 Each amount owed to Landlord under this Lease for which the date of
payment is not expressly fixed shall be due on the same date as the Rent
listed on the statement showing such amount is due.
3.3.6 If Landlord fails to give Tenant an estimate of Tax Escalation and
Expense Escalation prior to the beginning of any calendar year, Tenant
shall continue to pay Tax Escalation and Expense Escalation at the rate for
the previous calendar year until Landlord delivers such estimate.
4. USE. Tenant shall occupy and use the Premises only for general office
purposes and for no other purposes. Tenant shall comply with all federal, state
and municipal laws, ordinances and regulations and all covenants, conditions and
restrictions of record applicable to Tenant's use or occupancy of the Premises.
Without limiting the foregoing, Tenant shall not cause, nor permit, any
hazardous or toxic substances, medical waste or drugs to be brought upon,
produced, stored, used, discharged or disposed of in, on or about the Premises
without the prior written consent of Landlord (which Landlord may withhold in
its sole discretion) and then only in compliance with all applicable
environmental laws.
5. CONDITION OF PREMISES. Tenant's taking possession of the Premises shall be
conclusive evidence that the Premises were in good order and satisfactory
condition when Tenant took possession. No agreement of Landlord to alter,
remodel, decorate, clean or improve the Premises or the Building (or to provide
Tenant with any credit or allowance for the same), and no representation
regarding the condition of the Premises or the Building, have been made by or on
behalf of Landlord or relied upon by Tenant; provided, however, that, prior to
the Commencement Date, Landlord shall paint the Premises throughout using
building standard grade materials with one (1) color as reasonably selected by
Tenant.
6. BUILDING SERVICES.
6.1 BASIC SERVICES. Landlord shall furnish the following services: (i)
heating and air conditioning to provide a temperature condition required, in
Landlord's judgment, for comfortable occupancy of the Premises under normal
business operations, daily from 8:00 A.M. to 6:00 P.M. and Saturdays from 8:00
A.M. to 1:00
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P.M., the remainder of weekends and holidays excepted; (ii) water for drinking,
and, subject to Landlord's approval, cold water at Tenant's expense for any
private restrooms and office kitchen requested by Tenant; (iii) men's and
women's restrooms at locations designated by Landlord and in common with other
tenants of the Building; (iv) daily janitor service in the Premises and common
areas of the Building, weekends and holidays excepted, including periodic
outside window washing of the perimeter windows in the Premises; and (v)
passenger elevator service in common with Landlord and other tenants of the
Building, 24 hours a day, 7 days a week; and freight elevator service daily,
weekends and holidays excepted, upon request of Tenant and subject to scheduling
and charges by Landlord.
6.2 ELECTRICITY. Electricity shall be distributed to the Premises either by
the electric utility company serving the Building or, at Landlord's option, by
Landlord; and Landlord shall permit Landlord's wire and conduits, to the extent
available, suitable and safely capable, to be used for such distribution. If and
so long as Landlord is distributing electricity to the Premises, Tenant shall
obtain all of its electricity from Landlord and shall pay all of Landlord's
charges, which charges shall be based, at Landlord's option, either on meter
readings or on a survey of Tenant's electrical usage made by Landlord or on
Tenant's pro rata share of all space, including the Premises, which is commonly
metered with the Premises. If the electric utility company is distributing
electricity to the Premises, Tenant at its cost shall make all necessary
arrangements with the electric utility company for metering and paying for
electric current furnished to the Premises. All electricity used during the
performance of janitor service, or the making of any alterations or repairs in
the Premises, or the operation of any special air conditioning or other systems
serving the Premises, shall be paid for by Tenant.
6.3 TELEPHONES. Tenant shall arrange for telephone service directly with
one or more of the public telephone companies servicing the Building and shall
be solely responsible for paying for such telephone service. If Landlord
acquires ownership of the telephone cables in the Building at any time, Landlord
shall permit Tenant to connect to such cables on such terms and conditions as
Landlord may prescribe. In no event does Landlord make any representation or
warranty with respect to telephone service in the Building, and Landlord shall
have no liability with respect thereto.
6.4 ADDITIONAL SERVICES. Landlord shall not be obligated to furnish any
services other than those stated above. If Landlord elects to furnish services
requested by Tenant in addition to those stated above (including services at
times other than those stated above), Tenant shall pay Landlord's then
prevailing charges for such services. If Tenant shall fail to make any such
payment, then without notice to Tenant and in addition to all other remedies
available to Landlord, Landlord may discontinue any additional services. No
discontinuance of any such service shall result in any liability of Landlord to
Tenant or be considered as an eviction or a disturbance of Tenant's use of the
Premises. In addition, if Tenant's concentration of personnel or equipment
adversely affects the temperature or humidity in the Premises or the Building,
Landlord may install supplementary air conditioning units in the Premises, and
Tenant shall pay for the cost of installation and maintenance thereof.
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6.5 FAILURE OR DELAY IN FURNISHING SERVICES. Tenant agrees that Landlord
shall not be liable for damages for failure or delay in furnishing any service
stated above if such failure or delay is caused, in whole or in part, by any one
or more of the events stated in Section 27.8, nor shall any such failure or
delay be considered to be an eviction or disturbance of Tenant's use of the
Premises, or relieve Tenant from its obligation to pay any Rent when due, or
from any other obligations of Tenant under this Lease.
7. RULES AND REGULATIONS. Tenant shall observe and comply, and shall cause its
subtenants, assignees, invitees, employees, contractors and agents to observe
and comply, with the rules and regulations listed on Exhibit "B" attached hereto
and with such reasonable modifications and additions thereto as Landlord may
make from time to time. Landlord shall not be liable for failure of any person
to obey such rules and regulations. Landlord shall not be obligated to enforce
such rules and regulations against any person, and the failure of Landlord to
enforce any such rules and regulations shall not constitute a waiver thereof or
relieve Tenant from compliance therewith.
8. CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights,
each of which Landlord may exercise without notice to Tenant and without
liability to Tenant, 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
Premises and shall not give rise to any claim for set-off or abatement of rent
or any other claim: (a) to change the name or street address of the Building or
the suite number of the Premises; (b) to install and maintain any and all signs
on the exterior or interior of the Building; (c) to make repairs, decorations,
alterations, additions, or improvements, whether structural or otherwise, in and
about the Building, and for such purposes to enter upon the Premises,
temporarily close doors, corridors and other areas in the Building and interrupt
or temporarily suspend services or use of common areas, and Tenant agrees to pay
Landlord for overtime and similar expenses incurred if such work is done other
than during ordinary business hours at Tenant's request; (d) to retain at all
times, and to use in appropriate instances, keys to all doors within and into
the Premises; (e) to grant to any person or to reserve unto itself the exclusive
right to conduct any business or render any service in the Building; (f) to show
or inspect the Premises at reasonable times and, if vacated or abandoned, to
prepare the Premises for reoccupancy; (g) to install, use and maintain in and
through the Premises, pipes, conduits, wires and ducts serving the Building,
provided that such installation, use and maintenance does not unreasonably
interfere with Tenant's use of the Premises; and (h) to take any other action
which Landlord deems reasonable in connection with the operation, maintenance or
preservation of the Building.
9. MAINTENANCE AND REPAIRS. Tenant, at its expense, shall maintain and keep the
Premises in good order and repair at all times during the Term. In addition,
Tenant shall reimburse Landlord for the cost of any repairs to the Building
necessitated by the acts or omissions of Tenant, its subtenants, assignees,
invitees, employees, contractors and agents, to the extent Landlord is not
reimbursed for such costs under its insurance policies. Subject to the preceding
sentence, Landlord shall perform any
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maintenance or make any repairs to the Building as Landlord shall desire or deem
necessary for the safety, operation or preservation of the Building, or as
Landlord may be required or requested to do by any governmental authority or by
the order or decree of any court or by any other proper authority.
10. ALTERATIONS.
10.1 LIMITATIONS. Tenant shall not make any replacement, alteration,
improvement or addition to or removal from the Premises (collectively an
"Alteration") without the prior written consent of Landlord. In the event Tenant
proposes to make any Alteration, Tenant shall, prior to commencing such
Alteration, submit to Landlord for prior written approval: (i) detailed plans
and specifications; (ii) sworn statements, including the names, addresses and
copies of contracts for all contractors; (iii) all necessary permits evidencing
compliance with all applicable governmental rules, regulations and requirements;
(iv) certificates of insurance in form and amounts required by Landlord, naming
Landlord and any other parties designated by Landlord as additional insureds;
and (v) all other documents and information as Landlord may reasonably request
in connection with such Alteration. Tenant agrees to pay Landlord's standard
charges for review of all such items and supervision of the Alteration. Neither
approval of the plans and specifications nor supervision of the Alteration by
Landlord shall constitute a representation or warranty by Landlord as to the
accuracy, adequacy, sufficiency or propriety of such plans and specifications or
the quality of workmanship or the compliance of such Alteration with applicable
law. Tenant shall pay the entire cost of the Alteration and, if requested by
Landlord, shall deposit with Landlord prior to the commencement of the
Alteration, security for the payment and completion of the Alteration in form
and amount required by Landlord. Each Alteration shall be performed in a good
and workmanlike manner, in accordance with the plans and specifications approved
by Landlord, and shall meet or exceed the standards for construction and quality
of materials established by Landlord for the Building. In addition, each
Alteration shall be performed in compliance with all applicable governmental and
insurance company laws, regulations and requirements. Each Alteration shall be
performed by union contractors if required by Landlord and in harmony with
Landlord's employees, contractors and other tenants. Each Alteration made by
Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture,
equipment and trade fixtures) shall become Landlord's property and shall remain
upon the Premises at the expiration or termination of this Lease without
compensation to Tenant; provided, however, that Landlord shall have the right to
require Tenant to remove such Alteration at Tenant's sole cost and expense in
accordance with the provisions of Section 16.
10.2 LIEN WAIVERS. Upon completion of any Alteration, Tenant promptly shall
furnish Landlord with sworn owner's and contractors statements and full and
final waivers of lien covering all labor and materials included in such
Alteration. Tenant shall not permit any mechanic's lien to be filed against the
Building, or any part thereof or any interest therein, arising out of any
Alteration performed, or alleged to have been performed, by, on behalf of, or at
the direction of Tenant. If any such lien is filed, Tenant, within ten (10) days
thereafter, shall have such lien released of record or deliver to Landlord a
bond in form, amount, and issued by a surety satisfactory to
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Landlord, indemnifying Landlord against all costs and liabilities resulting from
such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails
to have such lien so released or to deliver such bond to Landlord, Landlord,
without investigating the validity of such lien, may pay or discharge the same;
and Tenant shall reimburse Landlord upon demand for the amount so paid by
Landlord, including Landlord's expenses and attorneys' fees.
11. INSURANCE. Tenant, at its expense, shall maintain at all times during the
Term the following insurance policies: (a) fire insurance, including extended
coverage, vandalism, malicious mischief and water damage coverage and demolition
and debris removal, insuring the full replacement cost of all improvements,
alterations or additions to the Premises made at Tenant's expense, and all other
property owned or used by Tenant and located in the Premises; (b) commercial
general liability insurance, contractual liability insurance and property damage
insurance with respect to the Building and the Premises, with limits to be set
by Landlord from time to time but in any event not less than $2,000,000 combined
single limit for personal injury, sickness or death or for damage to or
destruction of property for any one occurrence; and (c) insurance against such
other risks and in such other amounts as Landlord may from time to time require.
The form of all such policies and deductibles thereunder shall be subject to
Landlord's prior approval. All such policies shall be issued by insurers
acceptable to Landlord and licensed to do business in the State of Illinois and
shall contain a waiver of any rights of subrogation thereunder. In addition, the
policies shall name Landlord and any other parties designated by Landlord as
additional insureds, shall require at least thirty (30) days' prior written
notice to Landlord of termination or modification and shall be primary and not
contributory. Tenant, at least ten (10) days prior to the Commencement Date, and
within ten (10) days prior to the expiration of each such policy, shall deliver
to Landlord certificates evidencing the foregoing insurance or renewal thereof,
as the case may be.
12. WAIVER AND INDEMNITY.
12.1 WAIVER. Tenant releases Landlord, its property manager and their
respective agents and employees from, and waives all claims for, damage or
injury to person or property and loss of business sustained by Tenant and
resulting from the Building or the Premises or any part thereof or any equipment
therein becoming in disrepair, or resulting from any accident in or about the
Building. This paragraph shall apply particularly, but not exclusively, to
flooding, damage caused by Building equipment and apparatus, water, snow, frost,
steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise
or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler
devices. Without limiting the generality of the foregoing, Tenant waives all
claims and rights of recovery against Landlord, its property manager and their
respective agents and employees for any loss or damage to any property of
Tenant, which loss or damage is insured against, or required to be insured
against, by Tenant pursuant to Section 11 above, whether or not such loss or
damage is due to the fault or negligence of Landlord, its property manager or
their respective agents or employees, and regardless of the amount of insurance
proceeds collected or collectible under any insurance policies in effect.
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12.2 INDEMNITY. Tenant agrees to indemnify, defend and hold harmless
Landlord, its property manager and their respective agents and employees, from
and against any and all claims, demands, actions, liabilities, damages, costs
and expenses (including attorneys' fees and expenses), for injuries to any
persons and damage to or theft or misappropriation or loss of property occurring
in or about the Building and arising from the use and occupancy of the Premises
or from any activity, work, or thing done, permitted or suffered by Tenant in or
about the Premises (including, without limitation, any alteration by Tenant) or
from any breach or default on the part of Tenant in the performance of any
covenant or agreement on the part of Tenant to be performed under this Lease or
due to any other act or omission of Tenant, its subtenants, assignees, invitees,
employees, contractors and agents. Without limiting the foregoing, Tenant shall
indemnify, defend and hold Landlord harmless from any claims, liabilities,
damages, costs and expenses (including attorney's fees and expenses) arising out
of the use or storage of hazardous or toxic materials in the Building by Tenant,
its subtenants, assignees, invitees, employees, contractors and agents. If any
such proceeding is filed against Landlord or any such indemnified party, Tenant
agrees to defend Landlord or such party in such proceeding at Tenant's sole cost
by legal counsel reasonably satisfactory to Landlord, if requested by Landlord.
13. FIRE AND CASUALTY. If all or a substantial part of the Premises or the
Building is rendered untenantable by reason of fire or other casualty, Landlord
may, at its option, either restore the Premises and the Building, or terminate
this Lease effective as of the date of such fire or other casualty. Landlord
agrees to give Tenant written notice within ninety (90) days after the
occurrence of any such fire or other casualty designating whether Landlord
elects to so restore or terminate this Lease. If Landlord elects to terminate
this Lease, Rent shall be paid through and apportioned as of the date of such
fire or other casualty. If Landlord elects to restore, Landlord's obligation to
restore the Premises shall be limited to restoring those improvements in the
Premises existing as of the date of such fire or other casualty which were made
at Landlord's expense and shall exclude any furniture, equipment, fixtures,
additions, alterations or improvements in or to the Premises which were made at
Tenant's expense. If Landlord elects to restore, Rent shall ▇▇▇▇▇ for that part
of the Premises which is untenantable on a per diem basis from the date of such
fire or other casualty until Landlord has substantially completed its repair and
restoration work, provided that Tenant does not occupy such part of the Premises
during said period.
Notwithstanding the foregoing, there shall be no abatement of Rent or Tax
Escalation or Expense Escalation by reason of any portion of the Building being
unusable or inaccessible for a period equal to five (5) consecutive business
days or less. If the cause of the damage or destruction is an earthquake or a
flood, Tenant shall be entitled to an abatement of rent only when and if
Landlord receives reimbursement for such rent from insurance proceeds, if any.
If such damage or destruction occurs as a result of the negligence or the
intentional acts of Tenant or Tenant's employees, agents, contractors or
invitees, and the proceeds of insurance which are actually received by Landlord
are not sufficient to pay for the repair of all of the damage, Tenant
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shall pay to Landlord upon demand, the difference between the cost of repairing
the damage and the insurance proceeds received by Landlord.
14. CONDEMNATION. If the Premises or the Building is rendered untenantable by
reason of a condemnation (or by a deed given in lieu thereof), then either party
may terminate this Lease by giving written notice of termination to the other
party within thirty (30) days after such condemnation, in which event this Lease
shall terminate effective as of the date of such condemnation. If this Lease so
terminates, Rent shall be paid through and apportioned as of the date of such
condemnation. If such condemnation does not render the Premises or the Building
untenantable, this Lease shall continue in effect and Landlord shall promptly
restore the portion not condemned to the extent reasonably possible to the
condition existing prior to the condemnation. In such event, however, Landlord
shall not be required to expend an amount in excess of the proceeds received by
Landlord from the condemning authority. Landlord reserves all rights to
compensation for any condemnation. Tenant hereby assigns to Landlord any right
Tenant may have to such compensation, and Tenant shall make no claim against
Landlord or the condemning authority for compensation for termination of
Tenant's leasehold interest under this Lease or interference with Tenant's
business.
15. ASSIGNMENT AND SUBLETTING.
15.1 LANDLORD'S CONSENT. Tenant shall not, without the prior written
consent of Landlord: (i) assign, convey, pledge, mortgage or otherwise transfer
this Lease or any interest hereunder, or sublease the Premises, or any part
thereof, whether voluntarily or by operation of law; or (ii) permit the use of
the Premises by any person other than Tenant and its employees. Any such
transfer, sublease or use described in the preceding sentence (a "Transfer")
occurring without the prior written consent of Landlord shall be void and of no
effect. Landlord's consent to any Transfer shall not constitute a waiver of
Landlord's right to withhold its consent to any future Transfer. Landlord's
consent to any Transfer or acceptance of rent from any party other than Tenant
shall not release Tenant from any covenant or obligation under this Lease.
Landlord may require as a condition to its consent to any assignment of this
Lease that the assignee execute an instrument in which such assignee assumes the
obligations of Tenant hereunder. For the purposes of this paragraph, the
transfer (whether direct or indirect) of all or a majority of the capital stock
in a corporate Tenant (other than the shares of the capital stock of a corporate
Tenant whose stock is publicly traded) or the merger, consolidation or
reorganization of such Tenant and the transfer of all or any general partnership
interest in any partnership Tenant shall be considered a Transfer.
Notwithstanding anything contained in Paragraph 15 of this Lease to the
contrary, provided that Tenant remains liable under the Lease, Tenant shall have
the right to assign the Premises without the consent of Landlord to Hanover
Capital Mortgage Corp., Hanover Capital Mortgage Holdings, or Hanover Capital
Securities (collectively, "Hanover Entity") as a result of a merger or
consolidation between Tenant and any such Hanover Entity. In such event, Tenant
shall notify Landlord of such transfer fifteen (15) days prior to the date
thereof.
15.2 STANDARDS FOR CONSENT. If Tenant desires the consent of Landlord to a
Transfer, Tenant shall submit to Landlord, at least sixty (60) days prior to the
proposed
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effective date of the Transfer, a written notice which includes such information
as Landlord may require about the proposed Transfer and the transferee. If
Landlord does not terminate this Lease, in whole or in part, pursuant to Section
15.3, Landlord shall not unreasonably withhold its consent to any assignment or
sublease. Landlord shall not be deemed to have unreasonably withheld its consent
if, in the judgment of Landlord: (i) the transferee is of a character or engaged
in a business which is not in keeping with the standards or criteria used by
Landlord in leasing the Building; (ii) the financial condition of the transferee
is such that it may not be able to perform, or may be less able than Tenant to
perform, its obligations in connection with this Lease; (iii) the purpose for
which the transferee intends to use the Premises or portion thereof is in
violation of the terms of this Lease or the lease of any other tenant in the
Building; (iv) the transferee is a governmental entity or is an existing tenant
of the Building; or (v) any other basis which Landlord reasonably deems
appropriate. If Landlord wrongfully withholds its consent to any Transfer,
Tenant's sole and exclusive remedy therefor, shall be to seek specific
performance of Landlord's obligation to consent to such Transfer.
15.3 RECAPTURE. Landlord shall have the right to terminate this Lease as to
that portion of the Premises which is the subject of a Transfer or proposed
Transfer. Landlord may exercise such right to terminate by giving notice to
Tenant at any time within thirty (30) days after the date on which Tenant has
furnished (or failed to furnish) to Landlord all of the items required under
Section 15.2. If Landlord exercises such right to terminate, Landlord shall be
entitled to recover possession of, and Tenant shall surrender such portion of,
the Premises (with appropriate demising partitions erected at the expense of
Tenant) on the later of (i) the effective date of the proposed Transfer, or (ii)
sixty (60) days after the date of Landlord's notice of termination. In the event
Landlord exercises such right to terminate, Landlord shall have the right to
enter into a lease with the proposed transferee without incurring any liability
to Tenant on account thereof. If Landlord consents to any Transfer, Tenant shall
pay to Landlord all rent and other consideration received by Tenant in excess of
the Rent paid by Tenant hereunder for the portion of the Premises so
transferred. Such rent shall be paid as and when received by Tenant. In
addition, Tenant shall pay to Landlord any attorney's fees and expenses incurred
by Landlord in connection with any proposed Transfer, whether or not Landlord
consents to such Transfer.
16. SURRENDER. Upon termination of the Term or Tenant's right to possession of
the Premises, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and damage by fire or other casualty excepted. If
Landlord requires Tenant to remove any Alterations pursuant to Section 10.1,
then such removal shall be done in a good and workmanlike manner; and upon such
removal Tenant shall restore the Premises to its condition prior to the
installation of such Alterations. If Tenant does not remove such Alterations
after request to do so by Landlord, Landlord may remove the same and restore the
Premises; and Tenant shall pay to Landlord upon demand the cost of such removal
and restoration. Tenant shall also remove its furniture, equipment, trade
fixtures and all other items of personal property from the Premises prior to the
termination of the Term or Tenant's right to possession of the Premises. If
Tenant does not remove such items, Tenant shall be conclusively presumed to have
conveyed the
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same to Landlord without further payment or credit by Landlord to Tenant; or at
Landlord's sole option such items shall be deemed abandoned, in which event
Landlord may cause such items to be removed and disposed of at Tenant's expense,
without notice to Tenant and without obligation to compensate Tenant.
17. DEFAULTS AND REMEDIES.
17.1 DEFAULT. The occurrence of any of the following shall constitute a
default ("Default") by Tenant under this Lease: (i) Tenant fails to pay any Rent
when due and such failure is not cured within five (5) days after notice from
Landlord, (ii) Tenant fails to perform any other provision of this Lease and
such failure is not cured within thirty (30) days after notice from Landlord (or
immediately if the failure involves a hazardous condition), (iii) Tenant's
leasehold interest is levied upon or attached under process of law, (iv) Tenant
abandons or vacates the Premises, (v) any voluntary or involuntary proceedings
are filed by or against Tenant or any guarantor of this Lease under any
bankruptcy, insolvency or similar laws and, in the case of any involuntary
proceedings, are not dismissed within thirty (30) days after filing, or (vi)
Tenant or any guarantors of this Lease die or dissolve.
17.2 RIGHT OF RE-ENTRY. Upon the occurrence of a Default, Landlord may
elect to terminate this Lease, or, without terminating this Lease, terminate
Tenant's right to possession of the Premises. Upon any such termination, Tenant
shall immediately surrender and vacate the Premises and deliver possession
thereof to Landlord. Tenant grants to Landlord the right to enter and repossess
the Premises and to expel Tenant and any others who may be occupying the
Premises and to remove any and all property therefrom, without being deemed in
any manner guilty of trespass and without relinquishing Landlord's rights to
Rent or any other right given to Landlord hereunder or by operation of law.
17.3 RELETTING. If Landlord terminates Tenant's right to possession of the
Premises without terminating this Lease, Landlord may relet the Premises or any
part thereof. In such case, Landlord shall use reasonable efforts to relet the
Premises on such terms as Landlord shall reasonably deem appropriate; provided,
however, Landlord may first lease Landlord's other available space and shall not
be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. Tenant shall reimburse
Landlord for the costs and expenses of reletting the Premises including, but not
limited to, all brokerage, advertising, legal, alteration and other fees and
expenses incurred to secure a new tenant for the Premises. In addition, if the
consideration collected by Landlord upon any such reletting, after payment of
the expenses of reletting the Premises which have not been reimbursed by Tenant,
is insufficient to pay monthly the full amount of the Rent, Tenant shall pay to
Landlord the amount of each monthly deficiency as it becomes due. If such
consideration is greater than the amount necessary to pay the full amount of the
Rent, the full amount of such excess shall be retained by Landlord and in no
event shall any portion thereof be payable to Tenant.
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17.4 TERMINATION OF LEASE. If Landlord terminates this Lease, Landlord may
recover from Tenant and Tenant shall pay to Landlord, on demand, as and for
liquidated and final damages, an accelerated lump sum amount equal to the amount
by which Landlord's estimate of the aggregate amount of Rent owing from the date
of such termination through the Expiration Date plus Landlord's estimate of the
aggregate expenses of reletting the Premises, exceeds Landlord's estimate of the
fair rental value of the Premises for the same period (after deducting from such
fair rental value the time needed to relet the Premises and the amount of
concessions which would normally be given to a new tenant), both discounted to
present value at the rate of five percent (5%) per annum.
17.5 OTHER. Landlord may but shall not be obligated to perform any
obligation of Tenant under this Lease; and, if Landlord so elects, all costs and
expenses paid by Landlord in performing such obligation, together with interest
at the Default Rate, shall be reimbursed to Landlord by Tenant on demand. Any
and all remedies set forth in this Lease: (i) shall be in addition to any and
all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future.
17.6 BANKRUPTCY. If Tenant becomes bankrupt, the bankruptcy trustee shall
not have the right to assume or assign this Lease unless the trustee complies
with all requirements of the United States Bankruptcy Code; and Landlord
expressly reserves all of its rights, claims, and remedies thereunder.
18. HOLDING OVER. If Tenant retains possession of the Premises after the
expiration or termination of the Term or Tenant's right to possession of the
Premises, Tenant shall pay Rent during such holding over at double the rate in
effect immediately preceding such holding over computed on a monthly basis for
each month or partial month that Tenant remains in possession. Tenant shall also
pay, indemnify and defend Landlord from and against all claims and damages
(including attorneys' fees and expenses), consequential as well as direct,
sustained by reason of Tenant's holding over. In addition, at any time while
Tenant remains in possession, Landlord may elect instead, by written notice to
Tenant and not otherwise, to have such retention of possession constitute a
renewal of this Lease for one year for the fair market rental value of the
Premises as reasonably determined by Landlord but in no event less than the Rent
payable immediately prior to such holding over. The provisions of this Section
do not waive Landlord's right of re-entry or right to regain possession by
actions at law or in equity or any other rights hereunder, and any receipt of
payment by Landlord shall not be deemed a consent by Landlord to Tenant's
remaining in possession or be construed as creating or renewing any lease or
right of tenancy between Landlord and Tenant.
19. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with
Landlord, as security for the performance of Tenant's obligations under this
Lease, the security deposit set forth in Section 1.7 of the Lease Provisions
(the "Security Deposit").
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Upon the occurrence of a Default, Landlord may use all or any part of the
Security Deposit for the payment of any Rent or for the payment of any amount
which Landlord may pay or become obligated to pay by reason of such Default, or
to compensate Landlord for any loss or damage which Landlord may suffer by
reason of such Default. If any portion of the Security Deposit is used, Tenant,
within five (5) days after written demand therefor shall deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to its original
amount. Landlord shall not be required to keep the Security Deposit separate
from its general funds, and Tenant shall not be entitled to interest on the
Security Deposit. In no event shall the Security Deposit be considered an
advanced payment of Rent, and in no event shall Tenant be entitled to use the
Security Deposit for the payment of Rent. If no Default by Tenant exists
hereunder, the Security Deposit or any balance thereof shall be returned to
Tenant within thirty (30) days after the expiration of the Term and vacation of
the Premises by Tenant. Landlord shall have the right to transfer the Security
Deposit to any purchaser of the Building. Upon such transfer, Tenant shall look
solely to such purchaser for return of the Security Deposit; and Landlord shall
be relieved of any liability with respect to the Security Deposit.
20. SUBSTITUTION OF OTHER PREMISES. Landlord shall have the right at any time to
move Tenant to any other leasable space in the Building provided that said space
shall be approximately the same size as the Premises and that Landlord shall pay
the cost of moving Tenant's furniture and equipment to the new space. The new
space shall include tenant improvements that are substantially equivalent to the
tenant improvements contained in the Premises, and the cost of any required
tenant improvements shall be paid by Landlord. If Landlord elects to relocate
Tenant, Landlord shall give Tenant written notice of its election. Landlord
shall deliver substitute space to Tenant not more than one hundred eighty (180)
days after Tenant approves plans for the construction of required tenant
improvements, if any, at the new space. Tenant shall not unreasonably withhold
or delay its approval of any plans for the construction of tenant improvements.
Landlord shall give Tenant thirty (30) days advance notice of the estimated
move-in date. After Tenant moves into the new space, this Lease shall remain in
full force and effect and be deemed applicable to such new space, except as to
Base Rent, Tenant's Share of Tax Escalation and Operating Expense Escalation,
all of which shall be adjusted based on the relationship between the number of
rentable square feet in the original Premises and the number of rentable square
feet in the substituted space. Upon Tenant's relocation, Landlord and Tenant
shall amend this Lease to provide for the relocation of the Premises.
21. DEMOLITION OR RENOVATION. Landlord shall have the right to terminate this
Lease without compensation to Tenant upon ninety (90) days prior notice to
Tenant if Landlord intends to renovate or demolish the Building or a substantial
part thereof.
22. ESTOPPEL CERTIFICATES. Tenant agrees that, from time to time upon written
request by Landlord, Tenant shall execute and deliver to Landlord a written
certificate certifying: (i) that this Lease is unmodified and in full force and
effect (or if there have been modifications, a description of such modifications
and that this Lease as modified is in full force and effect); (ii) the dates to
which Rent has been paid; (iii) that Tenant is
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in possession of the Premises, if that is the case; (iv) that Landlord is not in
default under this Lease, or, if Tenant believes Landlord is in default, the
nature thereof in detail; (v) that Tenant has no off-sets or defenses to the
performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses, a full and complete explanation thereof); and (vi)
such additional matters as may be requested by Landlord, it being agreed that
such certificate may be relied upon by any prospective purchaser, mortgagee or
other person having or acquiring an interest in the Building. If Tenant fails to
execute and deliver any such certificate within ten (10) days after request,
Tenant shall be deemed to have irrevocably appointed Landlord as Tenant's
attorney-in-fact to execute and deliver such certificate in Tenant's name.
23. SUBORDINATION. This Lease is and shall be expressly subject and subordinate
at all times to (a) any present or future ground, underlying or operating lease
of the Building, and all amendments, renewals and modifications to any such
lease, and (b) the lien of any present or future mortgage or deed of trust
encumbering fee title to the Building and/or the leasehold estate under any such
lease. If any such mortgage or deed of trust be foreclosed, or if any such lease
be terminated, upon request of the mortgagee, beneficiary or lessor, as the case
may be, Tenant will attorn to the purchaser at the foreclosure sale or to the
lessor under such lease, as the case may be. The foregoing provisions are
declared to be self-operative and no further instruments shall be required to
effect such subordination and/or attornment; provided, however, that Tenant
agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at
foreclosure, as the case may be, to execute such subordination and/or attornment
instruments as may be required by such person to confirm such subordination
and/or attornment on the form customarily used by such party. Notwithstanding
the foregoing to the contrary, any such mortgagee, beneficiary or lessor may
elect to give the rights and interests of Tenant under this Lease (excluding
rights in and to insurance proceeds and condemnation awards) priority over the
lien of its mortgage or deed of trust or the estate of its lease, as the case
may be. In the event of such election and upon the mortgagee, beneficiary or
lessor notifying Tenant of such election, the rights and interests of Tenant
shall be deemed superior to and to have priority over the lien of said mortgage
or deed of trust or the estate of such lease, as the case may be, whether this
Lease is dated prior to or subsequent to the date of such mortgage, deed of
trust or lease. In such event, Tenant shall execute and deliver whatever
instruments may be required by such mortgagee, beneficiary or lessor to confirm
such superiority on the form customarily used by such party. If Tenant fails to
execute any instrument required to be executed by Tenant under this Section 23
within ten (10) days after request, Tenant irrevocably appoints Landlord as its
attorney-in-fact, in Tenant's name, to execute such instrument.
24. QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully and
quietly have and enjoy the Premises for the Term, free from interference by
Landlord, subject, however, to the provisions of this Lease. The loss or
reduction of Tenant's light, air or view will not be deemed a disturbance of
Tenant's occupancy of the Premises nor will it affect Tenant's obligations under
this Lease or create any liability of Landlord to Tenant.
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25. BROKER. Tenant represents to Landlord that Tenant has dealt only with the
broker(s), if any, set forth in Section 1.8 of the Lease Provisions (the
"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 herewith. Tenant agrees to indemnify, defend and hold Landlord, its
property manager and their respective employees harmless from and against all
claims, demands, actions, liabilities, damages, costs and expenses (including,
attorneys' fees and expenses) arising from either (i) a claim for a fee or
commission made by any broker, other than the Broker, claiming to have acted by
or on behalf of Tenant in connection with this Lease, or (ii) a claim of, or
right to, lien under the Statutes of Illinois relating to real estate broker
liens with respect to any such broker retained by, or claiming to have been
retained by, Tenant. Landlord agrees to pay the Broker a commission in
accordance with a separate agreement between Landlord and a Broker if, and only
if, a written agreement with that Broker has been signed by Landlord.
26. NOTICES. All notices and demands to be given by one party to the other party
under this Lease shall be given in writing, mailed or delivered to Landlord or
Tenant, as the case may be, at the address set forth above or at such other
address as either party may hereafter designate. Notices shall be delivered by
hand or by United States certified or registered mail, postage prepaid, return
receipt requested, or by a nationally recognized overnight air courier service.
Notices shall be considered to have been given upon the earlier to occur of
actual receipt (or refusal of receipt) or two (2) business days after posting in
the United States mail.
27. MISCELLANEOUS.
27.1 SUCCESSORS AND ASSIGNS. Subject to Section 15, each provision of this
Lease shall extend to, bind and inure to the benefit of Landlord and Tenant and
their respective legal representatives, successors and assigns; and all
references herein to Landlord and Tenant shall be deemed to include all such
parties.
27.2 ENTIRE AGREEMENT. This Lease, and the riders and exhibits, if any,
attached hereto which are hereby made a part of this Lease, represent the
complete agreement between Landlord and Tenant, superseding any letters of
intent and other prior writings and conversations between them or their agents,
and Landlord has made no representations or warranties except as expressly set
forth in this Lease. No modification or amendment of or waiver under this Lease
shall be binding upon Landlord or Tenant unless in writing signed by Landlord
and Tenant. The invalidity or unenforceability of any provision of this Lease
shall not affect or impair any other provisions.
27.3 TIME OF ESSENCE. Time is of the essence of this Lease and each and all
of its provisions.
27.4 EXECUTION AND DELIVERY. Submission of this instrument for examination
or signature by Tenant does not constitute a reservation of space or an option
for lease, and it is not effective until execution and delivery by both Landlord
and Tenant.
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Execution and delivery of this Lease by Tenant to Landlord shall constitute an
irrevocable offer by Tenant to lease the Premises on the terms and conditions
set forth herein, which offer may not be revoked for fifteen (15) days after
such delivery. This Lease may be executed and delivered in counterparts, each of
which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.
27.5 GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the internal laws of the State of Illinois, without regard to
its conflicts of laws principles.
27.6 ATTORNEYS' FEES. Tenant shall pay to Landlord all costs and expenses,
including attorneys fees and expenses, incurred by Landlord in enforcing this
Lease or incurred by Landlord as a result of any litigation to which Landlord
becomes a party as a result of this Lease.
27.7 DELAY IN POSSESSION. In no event shall Landlord be liable to Tenant if
Landlord is unable to deliver possession of the Premises to Tenant on the
Commencement Date for causes outside Landlord's reasonable control. If Landlord
is unable to deliver possession of the Premises to Tenant by the Commencement
Date, the Commencement Date shall be deferred until Landlord can deliver
possession to Tenant, and the Expiration Date shall be deferred for an equal
number of days.
27.8 FORCE MAJEURE. Landlord shall not be in default hereunder and Tenant
shall not be excused from performing any of its obligations hereunder if
Landlord is prevented from performing any of its obligations hereunder due to
any accident, breakage, strike, shortage of materials, acts of God or other
causes beyond Landlord's reasonable control.
27.9 INTERPRETATION. The headings and titles in this Lease are for
convenience only and shall have no effect upon the construction or
interpretation of this Lease. As used in this Lease the words tenant and
landlord include the plural as well as the singular. Words used in the neuter
gender include the masculine and feminine gender. This Lease shall not be
construed more strictly against one party than the other merely by virtue of the
fact that it was prepared by counsel for one of the parties, it being
acknowledged and agreed that both parties have had meaningful opportunities to
review, comment upon and negotiate each and every provision hereof.
27.10 NO WAIVER. No receipt of money by Landlord from Tenant after
termination of this Lease or after the service of any notice or after the
commencing of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the Term or affect any such notice or
suit. No waiver of any default of Tenant shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and then only for the time and to the
extent therein stated.
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27.11 NO RECORDING. Tenant shall not record this Lease or a memorandum of
this Lease in any official records.
27.12 LIMITATION OF LIABILITY. Any liability of Landlord under this Lease
shall be limited solely to its interest in the Building, and in no event shall
any personal liability be asserted against Landlord in connection with this
Lease nor shall any recourse be had to any other property or assets of Landlord.
27.13 AUTHORITY. If Tenant is a corporation, trust, or general or limited
partnership, Tenant, and each individual executing this Lease on behalf of such
entity represents and warrants that such individual is duly authorized to
execute and deliver this Lease on behalf of said entity, that said entity is
duly authorized to enter into this Lease, and that this Lease is enforceable
against said entity in accordance with its terms. If Tenant is a corporation,
trust or partnership, Tenant shall deliver to Landlord upon demand evidence of
such authority satisfactory to Landlord.
27.14 CONFLICT. Except as otherwise provided herein to the contrary, any
conflict between the printed provisions, exhibits, addenda or riders of this
Lease and the typewritten or handwritten provisions, if any, shall be controlled
by the typewritten or handwritten provisions.
27.15 MULTIPLE PARTIES. If more than one person or entity is named as
Tenant herein, the obligations of Tenant shall be the joint and several
responsibility of all persons or entities named herein as Tenant. Service of a
notice in accordance with Section 26 on one Tenant shall be deemed service of
notice on all Tenants.
27.16 RELATIONSHIP OF PARTIES. 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.
27.17 RIGHT TO LEASE. Landlord reserves the absolute right to effect such
other tenancies in the Building as Landlord in its sole discretion shall
determine, and Tenant is not relying on any representation that any specific
tenant or number of tenants will occupy the Building.
27.18 SECURITY INTEREST. In consideration of the covenants and agreements
contained herein, and as a material consideration to Landlord for entering into
this Lease, Tenant hereby unconditionally grants to Landlord a continuing
security interest in and to all personal property of Tenant located in, or left
at, the Building and the security deposit and any advance rent payment or other
deposit, now in or hereafter delivered to or coming into the possession, custody
or control of Landlord, by or for the account of Tenant, together with any
increase in profits or proceeds from such property. The security interest
granted to Landlord hereunder secures payment and performance of all obligations
of Tenant under this Lease now or hereafter arising or existing, whether direct
or indirect, absolute or contingent, or due or to become due. In the event of a
default under this Lease which is not cured within the applicable grace period,
if
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any, Landlord is and shall be entitled to all the rights, powers and remedies
granted a secured party under the Illinois Uniform Commercial Code and otherwise
available at law or in equity, including, but not limited to, the right to
retain as damages the personal property, security deposit and other funds held
by landlord, without additional notice or demand regarding this security
interest. Tenant agrees that it will execute such other documents or instruments
as may be reasonably necessary to carry out and effectuate the purpose and terms
of this Section or as otherwise reasonably requested by Landlord, including
without limitation, execution of a UCC-1 financing statement. Tenant's failure
to execute such documents within ten (10) days after request shall constitute a
default under this Lease and Landlord shall have the right to execute such
documents and instruments as Tenant's attorney in-fact.
27.19 WAIVER OF TRIAL BY JURY. In any proceeding to enforce the terms of
this Lease or obtain any remedy provided for herein or otherwise permitted by
law in connection with the subject matter hereof, Landlord and Tenant waive
trial by jury to the fullest extent permitted by law.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.
TENANT: LANDLORD:
HANOVER CAPITAL PARTNERS LTD. ▇▇▇▇▇▇▇-▇▇▇▇▇, L.L.C.
By: By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name:
Title: Managing Director Title:
By:
Name:
Title:
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EXHIBIT "A"
FLOOR PLANS
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EXHIBIT "B"
RULES AND REGULATIONS
1. Tenant shall not make any room-to-room canvass to solicit business from other
tenants in the Building and shall not exhibit, sell or offer to sell, use, rent
or exchange any item or services in or from the Premises unless ordinarily
included within Tenant's use of the Premises as specified in the Lease.
2. Tenant shall not make any use of the Premises which may be dangerous to
person or property or which shall increase the cost of insurance or require
additional insurance coverage.
3. Tenant shall not paint, display, inscribe or affix any sign, picture,
advertisement, notice, lettering or direction or install any lights on any part
of the outside or inside of the Building, other than the Premises, and then not
on any part of the inside of the Premises which can be seen from outside the
Premises, except as approved by Landlord in writing.
4. Tenant shall not use the name of the Building in advertising or other
publicity, except as the address of its business, and shall not use pictures of
the Building in advertising or publicity.
5. Tenant shall not obstruct or place objects on or in sidewalks, entrances,
passages, courts, corridors, vestibules, halls, elevators and stairways in and
about the Building. Tenant shall not place objects against glass partitions or
doors or windows or adjacent to any open common space which would be unsightly
from the Building corridors or from the exterior of the Building.
6. Bicycles shall not be permitted in the Building other than in locations
designated by Landlord.
7. Tenant shall not allow any animals, other than seeing-eye dogs, in the
Premises or the Building.
8. Tenant shall not disturb other tenants or make excessive noises, cause
disturbances, create excessive vibrations, odors or noxious fumes or use or
operate any electrical or electronic devices or other devices that emit
excessive sound waves or are dangerous to other tenants of the Building or that
would interfere with the operation of any device or equipment or radio or
television broadcasting or reception from or within the Building or elsewhere,
and shall not place or install any projections, antennae, aerials or similar
devices outside of the Building or the Premises.
9. Tenant shall not waste electricity or water and shall cooperate fully with
Landlord to assure the most effective operation of the Building's heating and
air conditioning, and shall refrain from attempting to adjust any controls
except for the thermostats within the Premises. Tenant shall keep all doors to
the Premises closed.
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10. Unless Tenant installs new doors to the Premises, Landlord shall furnish two
(2) sets of keys for all doors to the Premises at the commencement of the Term.
Tenant shall furnish Landlord with duplicate keys for any new or additional
locks on doors installed by Tenant. When the Lease is terminated, Tenant shall
deliver all keys to Landlord and will provide to Landlord the means of opening
any safes, cabinets or vaults left in the Premises.
11. Except as otherwise provided in the Lease, Tenant shall not install any
signal, communication, alarm or other utility or service system or equipment
without the prior written consent of Landlord.
12. Tenant shall not use any draperies or other window coverings instead of or
in addition to the Building standard window coverings designated and approved by
Landlord for exclusive use throughout the Building.
13. Landlord may require that all persons who enter or leave the Building
identify themselves to watchmen, by registration or otherwise. Landlord,
however, shall have no responsibility or liability for any theft, robbery or
other crime in the Building. Tenant shall assume full responsibility for
protecting the Premises, including keeping all doors to the Premises locked
after the close of business.
14. Tenant shall not overload floors; and Tenant shall obtain Landlord's prior
written approval as to size, maximum weight, routing and location of business
machines, safes, and heavy objects. Tenant shall not install or operate
machinery or any mechanical devices of a nature not directly related to Tenant's
ordinary use of the Premises.
15. In no event shall Tenant bring into the Building inflammables such as
gasoline, kerosene, naphtha and benzene, or explosives or firearms or any other
articles of an intrinsically dangerous nature.
16. Furniture, equipment and other large articles may be brought into the
Building only at the time and in the manner designated by Landlord. Tenant shall
furnish Landlord with a list of furniture, equipment and other large articles
which are to be removed from the Building, and Landlord may require permits
before allowing anything to be moved in or out of the Building. Movements of
Tenant's property into or out of the Building and within the Building are
entirely at the risk and responsibility of Tenant.
17. No person or contractor, unless approved in advance by Landlord, shall be
employed to do janitorial work, interior window washing, cleaning, decorating or
similar services in the Premises.
18.Tenant shall not use the Premises for lodging, cooking (except for microwave
reheating and coffee makers) or manufacturing or selling any alcoholic beverages
or for any illegal purposes.
19. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.
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20. Tenant shall cooperate and participate in all reasonable security programs
affecting the Building.
21. Tenant shall not loiter, eat, drink, sit or lie in the lobby or other public
areas in the Building. Tenant shall not go onto the roof of the Building or any
other non-public areas of the Building (except the Premises), and Landlord
reserves all rights to control the public and non-public areas of the Building.
In no event shall Tenant have access to any electrical, telephone, plumbing or
other mechanical closets without Landlord's prior written consent.
22. Tenant shall not use the freight or passenger elevators, loading docks or
receiving areas of the Building except in accordance with regulations for their
use established by Landlord.
23. Tenant shall not dispose of any foreign substances in the toilets, urinals,
sinks or other washroom facilities, nor shall Tenant permit such items to be
used other than for their intended purposes; and Tenant shall be liable for all
damage as a result of a violation of this rule.
24. In no event shall Tenant allow its employees to use the public areas of the
Building as smoking areas.
25. Tenant will install building-standard signage at the entry door. Landlord
must give final approval.
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