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EXHIBIT 10.7
LEASE
FOR
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SECTION 1
TERMS
1.1 Terms.
Reference in this Lease to any of the following terms shall be construed
to mean the following:
(a) LANDLORD GROVE LODGE No. 824 ANCIENT FREE AND ACCEPTED MASONS
(b) ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(c) TENANT MIDWEST BANK OF HINSDALE
(d) TENANT'S ADDRESS ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(e) PREMISES The premises and improvements on Lot 2, commonly
known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, together with fifteen (15) parking spaces to
be designated on Lot 3, all as shown on attached
Exhibit "A" made a part hereof.
(f) SCHEDULED TERM DATES April 1, 1996 to March 31, 2001.
(g) TERM Five (5) years. See Rider "A" for Renewal Options.
(h) MONTHLY BASE RENT $ 3,000.00 per month for the first lease year;
3,090.00 for the second lease year;
3,182.00 for the third lease year;
3,277.00 for the fourth lease year; and
3,375.00 for the fifth lease year.
(i) SHARE OF TAXES See Rider "A" attached hereto.
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(j) UTILITIES Tenant to pay all the utilities used by the premises.
(k) PERMITTED USE Drive-Up Bank Facility.
(l) BROKER ▇▇▇▇▇ & ▇▇▇▇▇▇.
(m) SECURITY DEPOSIT None.
(n) DATE OF LEASE March 20, 1996.
1.2 Exhibits.
There are attached hereto and incorporated as a part of this Lease:
EXHIBIT A - Depiction of the Premises.
EXHIBIT B - Landlord's Rules and Regulations.
1.2A Rider.
There is attached hereto and incorporated as of part of this Lease a
Rider designated as Rider "A".
SECTION 2
PREMISES
2.1 The Premises.
(a) Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises.
(b) The Premises exclude the other portions of real estate owned by the
Landlord and include easements serving exclusively, or in common, other parts
of the Premises, all as depicted on Exhibit "A".
(c) By taking possession of the Premises, Tenant accepts the Premises in
their then condition, which shall be the same condition as of the date of this
Lease.
(d) The parties hereto agree that this Lease is upon and subject to the
terms, covenants and conditions herein set forth and both parties covenant as a
material part of the consideration for this Lease to keep and perform each and
all of said terms, covenants and conditions by it to be kept and performed and
that this Lease is made upon the condition of such performance.
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2.2 Right to Use Easements.
Tenant shall have the right to use in common, subject to the Landlord's
reasonable rules and regulations, the following areas ("Easement Areas")
appurtenant to the Premises:
The easements highlighted on Exhibit "A" attached hereto and made a part
hereof.
2.3 Landlord's Reservations.
Landlord reserves the right from time to time, without unreasonable
interference with Tenant's use of the Premises, to:
(a) Install, use, maintain, repair, replace and relocate for service to
the Premises and Building, or any portion thereof, pipes, ducts, conduits,
wires and appurtenant fixtures, wherever located in the Premises or Building;
(b) Alter or relocate any easement, provided that substitutions are
substantially equivalent or better;
(c) Close temporarily any of the Easement Areas for maintenance and repair
purposes so long as reasonable access to the Premises remains available;
(d) Use the Easement Areas while engaged in maintaining or making
additional improvements, repairs or alterations to the Premises or any portion
thereof.
SECTION 3
TERM
3.1 Term.
(a) Tenant shall have and hold the Premises for the Term of this Lease
which shall be that period commencing that date on which Tenant commences
occupancy of the Premises for the Permitted Uses ("Commencement Date") and
ending on the expiration of such period (or, if such period would expire on a
day other than the last day of a calendar month, ending on the next succeeding
last day of a calendar month), unless the Term shall be sooner terminated as
hereinafter provided.
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SECTION 4
RENT
4.1 Monthly Fixed Rent Payments.
(a) Tenant shall pay, without notice or demand and without any deductions
or offsets, monthly in advance of the first (1st) day of each month for each
full calendar month of the Term, and the corresponding fraction of said amounts
for any fraction of a calendar month at the beginning or end of the Term,
except as provided in the Rider hereto.
(b) In addition to said Annual Fixed Rent, Tenant agrees to pay all
utilities serving the premises.
SECTION 5
SECURITY DEPOSIT
5.1 Security Deposit.
Tenant will be required to maintain a deposit at all times during the
term of this lease of -0- to secure Tenant's obligations under this lease.
SECTION 6
CONDITION OF PREMISES
6.1 Condition of the Premises.
The taking of possession of the Premises by Tenant shall conclusively
establish that the Premises and Improvements were at such time in satisfactory
condition.
SECTION 7
ALTERATIONS
7.1 Future Alterations and Additions.
(a) Tenant may, at any time and from time to time during the Term of this
Lease, at its sole cost and expense, make alterations, additions,
installations, substitutes, improvements and decorations (hereinafter
collectively called "changes") in and to the Premises, excluding structural
changes, on the following conditions, provided such changes will not result in
a violation of any and all applicable Codes:
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(i) No changes shall weaken or impair the structural strength or create
the potential for unusual expenses to be incurred upon the removal of
Tenant's Changes and the restoration of the Premises upon the termination
of this Lease.
(ii) The proper functioning of any of the mechanical, electrical,
sanitary and other service systems or installations ("Service
Facilities") shall not be adversely affected and there shall be no
construction which might interfere with Landlord's free access to the
Service Facilities or interfere with the moving of Landlord's equipment
to or from the enclosures containing the Service Facilities.
(iii) In performing the work involved in making such changes, Tenant
shall be bound by and observe all of the conditions and covenants
contained in this Section.
(iv) All work shall be done at such times and in such manner as Landlord
from time to time may reasonably designate.
(v) Tenant shall not be permitted to install and make part of the
Premises any materials, fixtures or articles which are subject to liens,
conditional sales, contracts or mortgages.
(b) Before proceeding with any change (exclusive of changes to items
constituting Tenant's personal property which will have no adverse effect on
the structural, electrical, plumbing or HVAC systems), Tenant shall submit to
Landlord plans and specifications for the work to be done, and shall obtain
Landlord's written approval which shall not be unreasonably withheld. Landlord
may at any time confer with professional consultants in connection with the
review of Tenant's plans and specifications and the preparation of such
drawings and may also submit to such consultant(s) any of the plans prepared by
Tenant. If Landlord or such consultant(s) shall disapprove of any of the
Tenant's plans, Landlord may withhold its approval and Tenant shall be advised
of the reasons for such disapproval.
(c) All changes and the performance thereof shall at all times comply with
(i) all laws, rules, orders, ordinances, directions, regulations and
requirements of all governmental authorities, agencies, offices, departments,
bureaus and boards having jurisdiction thereof, (ii) all rules, orders,
directions, regulations and requirements of the applicable fire rating bureau,
or any similar insurance body or bodies, and (iii) all rules and regulations of
Landlord, and Tenant shall cause changes to be performed in compliance
therewith and in good and first class workmanlike manner. The changes shall be
performed in such manner as not to interfere with the occupancy of any other
tenant of the Landlord nor delay, or impose any additional expense upon
Landlord in the maintenance or operation of the Premises, and shall be
performed by contractors or mechanics approved by Landlord and submitted to
Tenant pursuant to this Section, who shall coordinate their work in cooperation
with any other work being performed by the Landlord. Throughout the performance
of such changes, Tenant, at its expense, shall carry, or cause to be carried,
workmen's compensation insurance in statutory limits, and general liability
insurance for any occurrence in or about the Premises, of which Landlord and
its managing agent shall be named as parties insured, in such limits as
Landlord may reasonably prescribe, with insurers
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reasonably satisfactory to Landlord. Tenant shall furnish Landlord with
reasonably satisfactory evidence that such insurance is in effect at or
before the commencement of change and, on request at reasonable intervals
thereafter during the continuance of changes.
(d) Tenant further covenants and agrees that any mechanic's lien filed
against the Premises for work claimed to have been done for, or materials
claimed to have been furnished to Tenant, will be discharged by Tenant, by bond
or otherwise, within ten (10) days after the filing thereof, at the cost and
expense of Tenant. If Tenant fails to so discharge any lien, Landlord shall
have the right, but not the obligation, to discharge such lien at Tenant's
expense which shall be paid as Additional Rent. All alterations, decorations,
additions or improvements upon the Premises, made by either party, including
(without limiting the generality of the foregoing) all wallcovering, built-in
cabinet work, paneling and the like, shall become the property of Landlord, and
shall remain upon and be surrendered with the Premises, as a part thereof, at
the end of the Term hereof.
(e) All articles of personal property and all business and trade fixtures,
machinery and equipment, furniture and movable partitions owned by Tenant or
installed by Tenant at its expense in the Premises shall be and remain the
property of Tenant and may be removed by Tenant at any time during the Term
provided Tenant is not in default hereunder. If Tenant shall fail to remove
all of its effects from said Premises upon termination of this Lease for any
cause whatsoever, Landlord may, at its option, remove the same in any manner
that Landlord shall choose, and dispose of or store said effects without
liability to Tenant for any loss thereof, and Tenant agrees to pay Landlord
upon demand any and all expenses incurred in such disposal or removal,
including court costs and reasonable actual attorneys' fees and disposal and
storage fees for such effects for any length of time that the same shall be in
Landlord's possession, or Landlord may, at its option, without notice, sell or
dispose of said effects, or any of the same at private sale and without legal
process, for such price, if any, as Landlord may obtain and apply the proceeds
of such sale to any amounts due under this Lease from Tenant to Landlord and
upon the expenses incident to the removal, disposal or sale of said effects.
(f) Landlord reserves the right at any time and from time to time without
the same constituting an actual or constructive eviction and without incurring
any liability to Tenant therefor or otherwise affecting Tenant's obligations
under this Lease, to make such changes, alterations, additions, improvements,
repairs or replacements in or to the Lot or the Improvements (including the
Premises if required so to do by any law or regulation) as Landlord may deem
necessary or desirable. Nothing contained in this Section shall be deemed to
relieve Tenant of any duty, obligation or liability of Tenant with respect to
making any repair, replacement or improvement or complying with any law, order
or requirement of any government or other authority.
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SECTION 8
REPAIRS
8.1 Repairs.
(a) By entry hereunder, Tenant accepts the Premises as being in good
order, condition and repair. Tenant shall, when and if needed or whenever
reasonably requested by Landlord to do so, maintain and make repairs to the
Premises and every part thereof, to keep, maintain and preserve the Premises in
first class condition, excepting ordinary wear and tear. Tenant shall upon the
expiration or sooner termination of the Term hereof surrender the Premises to
Landlord in the same condition received, ordinary wear and tear excepted.
Landlord shall have no obligation to alter, remodel, improve, repair, decorate
or paint the Premises or any part thereof and the parties hereto affirm that
Landlord has made no representations to Tenant respecting the condition of the
Premises except as specifically herein set forth.
(b) Anything contained in the Subsection above to the contrary
notwithstanding, Landlord shall repair and maintain the structural portions of
the Building, including the roof, exterior walls, foundation, exterior light
bulbs and globes, exterior landscaping and heating, ventilating,
air-conditioning systems installed or furnished by Landlord, unless such
maintenance and repairs are caused in part or in whole by the act, neglect,
fault of or the omission of any duty by Tenant, its agents, servants, employees
or invitees, in which case Tenant shall pay to Landlord, as additional rent,
the reasonable cost of such maintenance and repairs. Tenant shall maintain and
repair at its sole cost and expense, all Premises facilities, installed by
Tenant or on behalf of Tenant or existing in the Premises at the time of the
delivery of possession of the Premises to Tenant by Landlord. The provisions
of the preceding sentence of this Subsection shall not apply to the HVAC
systems provided by Landlord to Tenant, which maintenance and repair shall be
the responsibility of the Landlord.
SECTION 9
TAXES ON TENANT'S PROPERTY
9.1 Taxes on Tenant's Property.
Tenant shall be liable for and shall pay at least ten (10) days before
delinquency, any taxes levied against any personal property or trade fixtures
placed by Tenant in or about the Premises.
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SECTION 10
DELAY IN SERVICE AND REPAIR
10.1 Interruptions and Delays in Service and Repairs.
(a) Landlord shall not be liable to Tenant for any compensation or
reduction of rent by reason of inconvenience or annoyance or for loss of or
interference with business arising from the Landlord or its agents entering the
Premises for any of the purposes authorized in this Lease, or for repairing the
Premises or any portion of the Building however the necessity may occur. In
case Landlord is prevented or delayed from making any repairs, alterations or
improvements, or furnishing any services or performing any other covenant or
duty to be performed on Landlord's part, by reason of any cause reasonably
beyond Landlord's control, Landlord shall not be liable to Tenant therefor, nor
shall Tenant be entitled to any abatement or reduction of rent by reason
thereof, nor shall the same give rise to a claim in Tenant's favor that such
failure constitutes actual or constructive, total or partial, eviction from the
Premises unless such delay shall last fourteen (14) business days or more.
(b) Landlord reserves the right to stop any service or utility system,
when necessary by reason of accident or emergency, or until necessary repairs
have been completed; provided, however, that in each instance of stoppage
Landlord shall exercise reasonable diligence to eliminate the cause thereof.
Except in case of emergency repairs Landlord will give Tenant reasonable
advance notice of any contemplated stoppage and will use reasonable efforts to
avoid unnecessary inconvenience to Tenant by reason thereof.
SECTION 11
LANDLORD'S COVENANTS
Landlord covenants during the Term:
11.1 Services Furnished by Landlord.
To not interrupt the existing utilities serving the premises. In the
event that Landlord is prevented or delayed from providing any utility service,
Landlord shall not be liable to Tenant therefore, nor except as expressly
otherwise provided hereafter shall Tenant be entitled to any abatement or
reduction of rent by reason thereof, nor shall the same give rise to a claim in
Tenant's favor that such failure constitutes actual or constructive, total or
partial, eviction from the Premises, unless such delay lasts fourteen (14)
business days or more.
11.2 Roof, Exterior Wall, Floor Slab, and Easement Area Repairs.
Except as otherwise provided hereafter, to make such repairs to the roof,
exterior walls, floor slabs, and easement areas as may be necessary to keep
them in serviceable condition.
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11.3 Obligation to Insure.
Landlord covenants and agrees that throughout the Term it will insure the
Premises (excluding any property with respect to which Tenant is obligated to
insure pursuant to the provisions of this Lease) against damage by fire and
extended coverage perils and public liability insurance in such reasonable
amounts with such reasonable deductibles as would be carried by a prudent owner
of a similar building in the geographic area in which the Building is situated.
Notwithstanding any contribution by Tenant to the cost of insurance premiums,
with respect to the Premises or any alterations of the Premises as provided
herein, Tenant acknowledges that it has no right to receive any proceeds from
any such insurance policies carried by Landlord, although Landlord shall use
such proceeds in the repair and reconstruction of the Premises and the
Improvements unless the provisions of this Lease shall apply. Landlord will
not carry insurance of any kind on Tenant's furniture or furnishings, or on any
fixtures, equipment, improvements or appurtenances of Tenant under this Lease,
and Landlord shall not be obligated to repair any damage thereto or replace the
same. Tenant shall reimburse Landlord for the cost of insurance as additional
rent hereunder, payable within ten (10) business days of Landlord presenting a
copy of a paid receipt for said insurance.
SECTION 12
TENANT'S COVENANTS
Tenant covenants during the Term and such further time as Tenant occupies
any part of the Premises:
12.1 Payments.
To pay when due, without deductions or offsets, all base Rent, all
additional Rent as provided herein and all charges for utility services
rendered to the Premises.
12.2 Repair and Surrender.
Except as provided otherwise in this Lease, to keep the Premises in good
order, repair and condition, reasonable wear and tear only excepted, and all
glass in windows (except glass in exterior walls of the Building unless the
damage thereto is attributable to Tenant's negligence or misuse) and doors of
the Premises whole and in good condition with glass of the same quality as that
injured or broken, damage by fire only excepted, and at the expiration or
termination of the Term peaceably to yield up the Premises and all alterations
and additions thereto in good order, repair and condition, reasonable wear and
tear excepted, first removing all goods and effects of Tenant and, to the
extent specified by Landlord by notice to Tenant given at least sixty (60) days
before such expiration or termination, all alterations and additions made by
Tenant and all partitions, and repairing any damage caused by such removal and
restoring the Premises and leaving them clean and neat.
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12.3 Use.
To use and occupy continuously the Premises for the Permitted Use and
purposes incident thereto and not to use or permit the Premises to be used for
any other purpose without the prior written consent of Landlord. Tenant shall
not use or occupy the Premises in violation of any recorded covenants,
conditions and restrictions affecting the Lot or of any law or of the
Certificate of Occupancy issued for the Building of which the Premises is a
part, and shall, upon five (5) days written notice from Landlord, discontinue
any use of the Premises which is declared by any governmental authority having
jurisdiction to be a violation of any recorded covenants, conditions and
restrictions affecting the Lot or of any law or of said Certificate of
Occupancy. Tenant shall comply with any directive of any governmental
authority having jurisdiction which shall, by reason of the nature of Tenant's
use or occupancy of the Premises, impose any duty upon Tenant or Landlord with
respect to the Premises or with respect to the use or occupation thereof.
Tenant shall upon demand immediately reimburse Landlord as additional rent for
any costs incurred by Landlord as a result of Tenant's failure to comply with
the provisions of this Section. Tenant shall not do or permit to be done
anything in or about the Premises which will in any way obstruct or interfere
with the rights of other tenants or occupants of the Landlord or injure or
annoy them, or use or allow to be used the Premises for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises. Tenant shall not commit or suffer to
be committed any waste in or upon the Premises and shall keep the Premises in
first class repair and appearance.
12.4 Obstructions and Items Visible from Exterior.
Not to obstruct in any manner any portion of the Premises or any portion
thereof or of the Lots used by Tenant in common with others; not without prior
written consent of Landlord to permit the painting or placing of any signs,
curtains, blinds, shades, awnings, aerials or flagpoles, or the like, visible
from the Premises. Provided however, that Tenant may install signs as
permitted by Code on the existing pylons, all at Tenant's expense.
12.5 Safety Appliances.
To keep the Premises equipped with all safety appliances required by law
or ordinance or any other regulation of any public authority because of any use
made by Tenant other than normal office use, and to procure all licenses and
permits so required because of such use and, if requested by Landlord, to do
any work so required because of such use, it being understood that the
foregoing provisions shall not be construed to broaden in any way Tenant's
Permitted Uses.
12.6 Assignment; Sublease.
(a) Not to assign, mortgage, pledge or otherwise transfer this Lease or to
make any sublease, or to permit occupancy of the Premises or any part thereof
by anyone other than Tenant except with the prior written consent of Landlord,
which consent shall not be unreasonably
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withheld. In connection with any request by Tenant for such consent to
assignment or subletting, Tenant shall submit to Landlord in writing (i) the
name of the proposed assignee or subtenant, (ii) such information as to its
financial responsibility and standing as Landlord may reasonably require, and
(iii) all of the terms and provisions upon which the proposed assignment or
subletting is to be made.
(b) As additional rent, Tenant shall reimburse Landlord promptly for
reasonable legal and other expenses incurred by Landlord in connection with any
request by Tenant for consent to assignment or subletting.
12.7 Indemnity and Insurance.
(a) To defend with counsel first approved by Landlord, save harmless, and
indemnify Landlord from any liability for injury, loss, accident or damage to
any person or property, and from any claims, actions, proceedings and expenses
and costs in connection therewith (including without limitation reasonable
actual counsel fees), (i) arising from the omission, fault, willful act,
negligence or other misconduct of Tenant, or (ii) resulting from the failure of
Tenant to perform and discharge its covenants and obligations under this Lease.
(b) To obtain, at Tenant's sole cost and expense, during the entire Term,
keep the following insurance:
(i) Property insurance including fire, extended coverage, vandalism,
malicious mischief and all risks coverage upon property of every
description and kind owned by Tenant and located on the Premises or for
which Tenant is legally liable or installed by or on behalf of Tenant
including, without limitation, furniture, fittings, installations,
including Tenant's fixtures and any other personal property, in such
reasonable amounts and with such reasonable deductibles as would be
carried by a prudent owner thereof.
(ii) A policy of Comprehensive Liability Insurance coverage to include
personal injury, bodily injury, broad form property damage,
premises/operations, owner's protective coverage, blanket contractual
liability, products and completed operations liability in limits not less
than One Million and No/100 Dollars ($1,000,000.00) inclusive. Such
policy shall name Landlord and its mortgagees, if any, as additional
insureds.
(iii) Any other form or forms of insurance as Landlord or the mortgagees
or ground lessor of Landlord may reasonably require from time to time in
form, in amounts and for insurance risks against which a prudent tenant
would protect itself.
(c) All policies shall be taken out with insurers reasonably acceptable to
Landlord and in form satisfactory from time to time to Landlord. Tenant agrees
that certificates of insurance in a form and substance satisfactory to Landlord
and the mortgagees and ground lessor of the Landlord or, if required by
Landlord or the mortgagees or ground lessor of the Landlord, certified copies
of each such insurance policy, shall be delivered to Landlord as soon as
practicable after
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the placing of the required insurance, but in no event later than thirty (30)
days after Tenant takes possession of all or any part of the Premises.
(d) In the event of damage or destruction of the Premises entitling
Landlord to terminate this Lease and if Landlord terminates this Lease, to
immediately pay to Landlord all of Tenant's insurance proceeds relating to the
current improvements and alterations (but not as to Tenant's trade fixtures,
equipment, furniture or other personal property of Tenant) in the Premises. If
the termination of the Lease, at Landlord's election, is due to damage to the
easement areas, and if the Premises have not been damaged, Tenant will deliver
to Landlord, in accordance with the provisions of this Lease, the Premises,
Improvements, and alterations.
(e) Not to keep or use in or upon the Premises any article which may be
prohibited by any insurance policy in force from time to time covering the
Building and Premises Improvements.
(f) If any insurance policy carried by Landlord with respect to the
Building shall be cancelled or cancellation shall be threatened or the coverage
thereunder reduced or threatened to be reduced, in any way by reason of the use
or occupation of the Leased Premises or any part thereof by Tenant or by any
assignee or subtenant of Tenant or by anyone permitted by Tenant to be upon the
Premises and, if Tenant fails to remedy the condition giving rise to
cancellation, threatened cancellation or reduction of coverage within
forty-eight (48) hours after notice thereof, such failure shall be deemed a
default under this Lease, and Landlord, without limitation of the other
remedies available to Landlord, enter upon the Premises and attempt to remedy
such condition in which event Tenant shall pay immediately to Landlord the
costs associated with such termination or entry and attempt to remedy as
additional rent. Landlord shall not be liable for any damage or injury caused
to any property of Tenant or of others located in the Premises as a result of
such an entry. Notwithstanding the foregoing provisions of this Subsection, if
Tenant fails to remedy as aforesaid, Tenant shall be in default of its
obligations hereunder and Landlord shall have no obligation to attempt to
remedy such default.
12.8 Personal Property at Tenant's Risk.
That all of the furnishings, fixtures, equipment, effects and property of
every kind, nature and description of Tenant and all persons claiming by,
through or under Tenant which, during the continuance of this Lease or any
occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on
the Premises or elsewhere on the Lots, shall be at the sole risk and hazard of
Tenant, and if the whole or any part thereof shall be destroyed or damaged by
fire, water or otherwise, or by theft or from any other cause, no part of said
loss or damage is to be charged to or be borne by Landlord, except that
Landlord shall in no event be indemnified or held harmless or exonerated from
any liability to Tenant or to any person, for any injury, loss, damage or
liability to the extent such indemnity, hold harmless or exoneration is
prohibited by law.
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12.9 Right of Entry.
To permit Landlord and its agents to examine the Premises at reasonable
times and, if Landlord shall so elect, to make any repairs or replacements
Landlord may deem necessary; to remove, at Tenant's expense, any alterations,
additions, signs, curtains, blinds, shades, awnings, aerials, flagpoles, or the
like not consented to by Landlord in writing; and to show the Premises to
prospective Tenants during the six (6) months preceding expiration of the Term
and to prospective purchasers and mortgagees at all reasonable times.
12.10 Floor Load and Prevention of Vibration and Noise.
Not to place an excessive or unsafe load upon the Premises; Landlord
reserves the right to prescribe the weight and position of all safes, files and
heavy equipment which Tenant desires to place in the Premises so as properly to
distribute the weight thereof. Tenant's business machines and mechanical
equipment which cause vibration or noise that may be transmitted to any other
adjacent real estate owned by Landlord shall be so installed, maintained and
used by Tenant at Tenant's expense as to eliminate such vibration or noise.
Tenant shall be responsible for the cost of all structural engineering required
to determine structural load and all acoustical engineering required to address
any noise or vibration caused by Tenant.
12.11 Personal Property Taxes.
To pay promptly when due all taxes which may be imposed upon personal
property in the Premises.
12.12 Payment of Expenses.
As Additional Rent, to pay all actual reasonable attorneys' fees and
reasonable costs and other fees incurred by Landlord in connection with the
enforcement by Landlord of any obligations of Tenant under this Lease.
12.13 Rules and Regulations.
To comply with all of Landlord's reasonable rules and regulations now or
hereafter made by Landlord for the care and use of the Building and Parking Lot
and their facilities and approaches.
12.14 Environmental Compliance.
Not cause any hazardous wastes, toxic substances or related materials
(collectively "Hazardous Materials") to be used, generated, stored or disposed
of on, under or about, or transported to or form, the Property (collectively
"Hazardous Materials Activities") without first receiving Landlord's written
consent, which may be withheld for any reason whatsoever and which may be
revoked at any time, and then only in compliance (which shall be at Tenant's
sole
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cost and expense) with all applicable Laws, Rules and Regulations and using all
necessary and appropriate precautions. Landlord shall not be liable to Tenant
for any Hazardous Materials Activities by Tenant, Tenant's employees, agents,
contractors, licenses or invitees. Tenant shall indemnify, defend with counsel
acceptable to Landlord and hold Landlord harmless from any against any claims,
damages, costs and liabilities arising out of Tenant's Hazardous Materials
Activities on, under or about the Property. Landlord shall not be liable to
Tenant regardless of whether or not Landlord has approved Tenant's Hazardous
Materials Activities. For the purposes of this Section, Hazardous Materials
shall include but not be limited to substances defined as "hazardous
substances" or "toxic substances" in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time; and those
substances defined as "hazardous wastes" in the laws of the State of Illinois
and in the regulations adopted and publications promulgated pursuant to said
laws.
SECTION 13
CASUALTY AND TAKING
13.1 Termination or Restoration.
In case during the Term all or any substantial part of the Premises, which
shall be deemed to mean twenty-five percent (25%) or more of the Premises
and/or the Lots, are damaged materially by fire or other casualty or by action
of public or other authority in consequence thereof, this Lease shall terminate
at Landlord's election, which may be made notwithstanding that Landlord's
entire interest may have been divested, by notice given to Tenant within ninety
(90) days after the election to terminate arises specifying the effective date
of termination. The effective date of termination specified by Landlord shall
not be less than sixty (60) nor more than ninety (90) days after the date of
notice of such termination.
Unless terminated pursuant to the foregoing provisions, this Lease shall
remain in full force and effect following any such damage or taking, subject,
however, to the following provisions. If in any such case the Premises are
rendered unfit for use and occupation and this Lease is not terminated,
Landlord shall use due diligence (following the expiration of the period in
which Landlord may terminate this Lease pursuant to the foregoing provisions of
this Section) to put the Premises (excluding any items installed or paid for by
Tenant which Tenant may be required to remove pursuant to this Lease), into
proper condition for use and occupancy and a just proportion of the Annual
Fixed Rent and Additional Rent shall be abated from the date of such casualty
until the Premises or such remainder shall have been put in such condition by
Landlord.
13.2 Eminent Domain.
In case the whole of the Premises, or such part thereof as shall
substantially interfere with Tenant's use and occupancy thereof, shall be taken
for any public or quasi-public purpose by any lawful power or authority by
exercise of the right of appropriation, condemnation or eminent
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domain, or sold to prevent such taking, either party shall have the right to
terminate this Lease effective as of the date possession is required to be
surrendered to said authority. Proportionate allowance shall be made to Tenant
for the rent corresponding to the time during which, and to the part of the
Premises of which, Tenant shall be so deprived on account of such taking and
restoration. Nothing contained in this Section shall be deemed to give Landlord
any interest in any award made to Tenant for the taking of Tenant's Leasehold
interest, personal property and fixtures.
13.3 Temporary Taking.
In the event of taking of the Premises or any part thereof for temporary
use, (i) this Lease shall be and remain unaffected thereby and rent shall not
▇▇▇▇▇, and (ii) Tenant shall be entitled to receive for itself such portion or
portions of any award made for such use with respect to the period of the
taking which is within the Term, provided that if such taking shall remain in
force at the expiration or earlier termination of this Lease, Tenant shall then
pay to Landlord a sum equal to the reasonable cost of performing Tenant's
obligations under this Lease with respect to surrender of the Premises and upon
such payment shall be excused from such obligations.
SECTION 14
DEFAULT
14.1 Events of Default.
(a) The occurrence of any one or more of the following events shall
constitute a default hereunder by Tenant:
(i) he failure by Tenant to make any payment of rent or additional
rent or any other payment required hereunder, as and when due, where
such failure shall continue for a period of five (5) days after
written notice thereof from Landlord to Tenant.
(ii) The vacation or abandonment of the Premises by Tenant.
(iii) The failure by Tenant to observe or perform any of the express
or implied covenants or provisions of this Lease to be observed or
performed by Tenant, other than as specified in clauses (i) and (ii)
above, where such failure shall continue for a period of more than
thirty (30) days after written notice thereof from Landlord to Tenant;
provided, however, that if the nature of Tenant's default is such that
more than thirty (30) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant shall commence
such cure within said thirty (30) day period and thereafter diligently
prosecute such cure to completion, which completion shall occur not
later than ninety (90) days from the date of such notice from
Landlord.
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(iv) The failure by Tenant or any guarantor of any of Tenant's
obligations under this Lease to pay its debts as they become due,
or Tenant or any such guarantor becoming insolvent, filing or having
filed against it a petition under any chapter of the United States
Bankruptcy Code, (or any similar petition under any insolvency law of
any jurisdiction), proposing any dissolution, liquidation,
composition, financial reorganization or recapitalization with
creditors, making an assignment or trust mortgage for the benefit of
creditors, or if a receiver, trustee, custodian or similar agent is
appointed or takes possession with respect to any property or business
of Tenant or such guarantor.
SECTION 15
REMEDIES
15.1 Remedies.
(a) In the event of any such default by Tenant, whether or not the Term
shall have begun, in addition to any other remedies available to Landlord at
law or in equity, Landlord shall have the immediate option, or the option at
any time while such default exists, and with demand, to terminate this Lease
and Tenant's right to possession of the Premises. Upon termination of this
Lease, whether by lapse of time or otherwise, Tenant shall surrender possession
and vacate the Premises immediately, and deliver possession thereof to the
Landlord. Tenant hereby grants to Landlord full and free license to enter into
and upon the Premises in such event, and to repossess Landlord of the Premises
as of Landlord's former estate and to expel or remove Tenant and any others who
may be occupying or within the Premises and to remove any and all property
therefrom, without relinquishing the Landlord's rights to rent or any other
right given to Landlord hereunder or by operation of law.
(b) In the event that this Lease is terminated under any of the provisions
contained in this Section or shall be otherwise terminated for breach of any
obligation of Tenant, Tenant covenants to pay immediately upon demand by
Landlord, as compensation, the excess of the total rent reserved for the
remainder of the Term over the rental value of the Premises for said remainder
of the Term, provided, however, that Landlord shall mitigate its damages by
making good faith and diligent efforts to relet the Premises or any part
thereof for the account of Tenant to any person, firm or corporation for such
rent, for such time and upon such terms as Landlord in Landlord's reasonable
discretion shall determine, Landlord shall not be required to accept any tenant
offered by Tenant or to observe any instruction given by Tenant about such
reletting. In any such case, Landlord may make repairs, alterations and
additions in or to the Premises and redecorate the same to the extent deemed by
Landlord necessary or desirable. If the consideration collected by Landlord
upon any reletting of the Premises for Tenant's account is not sufficient to
pay monthly the full amount of the Annual Fixed Rent and Additional Rent
reserved in this Lease, together with the costs of repairs, alterations,
additions, redecorating and Landlord's other costs and expenses of regaining
possession and reletting the Premises, Tenant shall pay to Landlord the amount
of each monthly deficiency upon demand.
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(c) All rights, options and remedies of Landlord contained in this Lease
shall be construed and held to be cumulative, and no one of them shall be
exclusive of the other, and Landlord shall have the right to pursue any one or
all of such remedies or any other remedy or relief which may be provided by
law, whether or not stated in this Lease. No waiver of any default of Tenant
hereunder shall be implied from any acceptance by Landlord of any rent or other
payments due hereunder or 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 defaults other than as specified in said waiver. The
consent or approval of Landlord to or of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent or approval to or of any subsequent similar acts by Tenant.
(d) In lieu of any other damages or indemnity and in lieu of full recovery
by Landlord of all sums payable under all the foregoing provisions of this
Section, Landlord may by written notice to Tenant, at any time after this Lease
is terminated under any of the provisions in this Lease or is otherwise
terminated for breach of any obligation of Tenant and before such full
recovery, elect to recover, and Tenant shall thereupon pay, as liquidated
damages, an amount equal to the aggregate of the Annual Fixed Rent and
Additional Rent accrued in the three (3) months ended next prior to such
termination plus the amount of Annual Fixed Rent and Additional Rent of any
kind accrued and unpaid at the time of termination and less the amount of any
recovery by Landlord under the foregoing provisions of this Section up to the
time of payment of such liquidated damages.
(e) Nothing contained in this Lease shall limit or prejudice the right of
Landlord to prove and obtain in proceedings for bankruptcy or insolvency by
reason of the termination of this Lease, an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount
be greater, equal to, or less than the amount of the loss or damages referred
to above.
SECTION 16
MISCELLANEOUS
16.1 Headings, Recordation, Notices, and Bind and Inure.
(a) The titles of the Sections are for convenience only and are not to be
considered in construing this Lease.
(b) Tenant agrees not to record this Lease.
(c) Whenever any notice, approval, consent, request or election is given
or made pursuant to this Lease it shall be in writing. Communications and
payments shall be addressed if to Landlord at Landlord's Original Address or at
such other address as may have been specified by prior notice to Tenant, and if
to Tenant, at Tenant's Original Address and, upon Tenant's
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taking occupancy of the Premises, at the address of the Premises, or at such
other place as may have been specified by prior notice to Landlord. Any
communication so addressed shall be deemed duly given when mailed by registered
or certified mail, return receipt requested. If Landlord by notice to Tenant
at any time designates some other person to receive payments or notices, all
payments or notices thereafter by Tenant shall be paid or given to the person
designated until notice to the contrary is received by Tenant from Landlord.
(d) The obligations of this Lease shall run with the land, and this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that only the original Landlord named
herein shall be liable for obligations accruing before the beginning of the
Term, and thereafter the original Landlord named herein and each successive
owner of the Premises shall be liable only for obligations accruing during the
period of their respective ownership.
16.2 Landlord's Failure to Enforce.
The failure of Landlord to seek redress for violation of, or to insist
upon strict performance of any covenant or condition of this Lease, or with
respect to such failure of Landlord to enforce any of the Rules and
Regulations, whether heretofore or hereafter adopted by Landlord, shall not be
deemed a waiver of such violation nor prevent a subsequent act which would have
originally constituted a violation from having all the force and effect of any
original violation, nor shall the failure of Landlord to enforce any of said
Rules and Regulations against any other tenant of the Building be deemed a
waiver of any such Rule or Regulation. The receipt by Landlord of Annual Fixed
Rent or Additional Rent with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. No provision of this Lease
shall be deemed to have been waived by Landlord, or by Tenant, unless such
waiver be in writing signed by the party to be charged. No consent or waiver,
express or implied, by Landlord or Tenant, to or of any breach of any agreement
or duty shall be construed as a waiver or consent to or of any other breach of
the same or any other agreement or duty.
16.3 Acceptance of Partial Payments of Rent.
No acceptance by Landlord of a lesser sum than the Annual Fixed Rent and
Additional Rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such
installment or pursue any other remedy in this Lease provided.
16.4 Cumulative Remedies.
The specific remedies to which Landlord may resort under the provisions of
this Lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which it may be lawfully entitled in case of
any breach or threatened breach by Tenant of any
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provisions of this Lease. In addition to other remedies provided in this
Lease, Landlord shall be entitled to the restraint by injunction of the
violation or attempted or threatened violation of any of the covenants,
conditions or provisions of this Lease or to a decree compelling specific
performance of any such covenants, conditions or provisions.
16.5 Partial Invalidity.
If any provision of this Lease, or the application thereof to any person
or circumstances, shall to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable shall
not be affected thereby, and each provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.
16.6 Self-Help.
If Tenant shall at any time default in the performance of any obligation
under this Lease, Landlord shall have the right, but shall not be obligated, to
enter upon the Premises and to perform such obligation notwithstanding the fact
that no specific provision for such substituted performance by Landlord is made
in this Lease with respect to such default. In performing such obligation,
Landlord may make any payment of money or perform any other act. All sums so
paid by Landlord (together with interest at the rate of one and one-half
(1-1/2) percentage points over the then prevailing prime rate ("Prime Rate") as
set by the LaSalle Bank of Lisle) and all necessary incidental costs and
expenses in connection with the performance of any such act by Landlord, shall
be deemed to be additional rent under this Lease and shall be payable to
Landlord immediately on demand. Landlord may exercise the foregoing rights
without waiving any other of its rights or releasing Tenant from any of its
obligations under this Lease.
16.7 Tenant's Estoppel Certificate.
(a) Tenant agrees from time to time, upon not less than ten (10) days
prior written request by Landlord, to execute, acknowledge and deliver to
Landlord a statement, in a form satisfactory to Landlord and the mortgagees
and/or ground lessor of Landlord, and providing the statement is truthful,
certifying that this Lease is unmodified and in full force and effect and that
Tenant has no defenses, offsets or counterclaims against its obligations to pay
the Annual Fixed Rent and Additional Rent and to perform its other covenants
under this Lease and that there are no uncured defaults of Landlord or Tenant
under this Lease (or, if there have been any modifications that the same is in
full force and effect as modified and stating the modifications and, if there
are any defenses, offsets, counterclaims, or defaults, setting them forth in
reasonable detail), and the dates to which the Annual Fixed Rent, Additional
Rent and other charges have been paid. Any such statement delivered pursuant
to this Section may be relied upon by a prospective purchaser, mortgagee or
ground lessor of the Premises or any prospective assignee of any mortgagee of
the Premises.
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(b) Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance, and (iii) that not more than one
(1) month's rent has been paid in advance. Tenant's failure to deliver said
statement to Landlord within ten (10) days of receipt shall constitute a
default under this Lease, and Landlord may, at Landlord's option, terminate the
Lease, provided written notice of such termination is received by Tenant prior
to Landlord's receipt of said statement.
16.8 Waiver of Subrogation.
Any insurance carried by either party with respect to the Premises or
property therein or occurrences thereon shall include a clause or endorsement
denying to the insurer rights of subrogation against the other party to the
extent rights have been waived by the insured prior to occurrence of injury or
loss. Each party, notwithstanding any provisions of this Lease to the
contrary, hereby waives any rights of recovery against the other for injury or
loss due to hazards covered by such insurance to the extent of the
indemnification received thereunder.
16.9 All Agreements Contained.
This Lease contains all of the agreements of the parties with respect to
the subject matter thereof and supersedes all prior dealings between them with
respect to such subject matter.
16.10 Brokerage.
The Landlord agrees to pay the Broker's commission of Three Thousand and
no/100 ($3,000.00) to ▇▇▇▇▇ & Warner.
16.11 Applicable Law.
This Lease, and the rights and obligations of the parties hereto, shall
be construed and enforced in accordance with the laws of the State of Illinois.
16.12 Waiver of Jury Trial.
Landlord and Tenant hereby waive trial by jury in any action, proceeding
or counterclaim brought by either of the parties hereto against the other, on
or in respect to any matter whatsoever arising out of or in any way connected
with this Lease, the relationship of Landlord and Tenant hereunder, Tenant's
use or occupancy of the Premises, and/or claim of injury or damages.
16.13 Holdover.
Should Tenant hold over in occupancy of the Premises after the expiration
of the Term of this Lease, Tenant shall become a tenant at sufferance only, at
a rental rate equal to three hundred percent (300%) of the Annual Fixed Rent
rate in effect at the end of the Term, otherwise
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subject to all the terms, covenants and conditions herein specified, so far as
applicable, and shall be liable for all damages sustained by Landlord on
account of such holding over. The provisions of this Section shall not operate
as a waiver of any right of reentry provided in this Lease; and acceptance by
Landlord of rent after expiration of the Term or earlier termination of this
Lease shall not constitute consent to a holdover hereunder or result in a
renewal. If Tenant fails to surrender the Premises upon the expiration of the
Term or earlier termination despite demand by Landlord to do so, Tenant shall
indemnify and hold Landlord harmless from all loss or liability, including
without limitation, any claim made by any succeeding tenant founded on or
resulting from such failure to surrender.
16.14 Damage to Tenant's Property.
Notwithstanding any provisions hereof to the contrary, Landlord or its
agents shall not be liable for any damage to property entrusted to employees in
the Premises, nor for loss of or damage to any property by theft or otherwise,
nor for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water or rain which may
leak from any part of the Premises or from the pipes, appliances or plumbing
works therein or from the roof, street or subsurface or from any other place or
resulting from dampness or any other patent or latent cause whatsoever.
Landlord or its agents shall not be liable for interference with the light or
other incorporeal hereditaments. Tenant shall give prompt notice to Landlord
in the case of fire or accidents in the Premises or of defects therein or in
the fixtures or equipment located therein. Nothing contained herein shall
relieve Landlord of its liability for gross negligence.
16.15 Surrender of Premises.
The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Landlord, operate as an assignment to it of any or all subleases or
subtenancies. Upon the expiration or termination of this Lease, Tenant shall
peaceably surrender the Premises and all alterations and additions thereto
broom-clean, in good order, repair and condition, reasonable wear and tear only
excepted.
16.16 Late Payment.
All covenants and agreements to be performed by Tenant under any
provisions of this Lease shall be performed by Tenant, at Tenant's sole cost
and expense. Tenant acknowledges that the late payment by Tenant to Landlord
of any sums due under this Lease will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of such cost being extremely
difficult and impractical to fix. Such costs include, without limitation,
reasonable processing and accounting charges, and late charges that may be
imposed on Landlord by the terms of the encumbrance and note secured by an
encumbrance covering the Premises or the Building of which the Premises are a
part. Therefore, if any monthly installment of the Annual Fixed Rent is not
received by Landlord by the date when due, or if Tenant fails to pay any other
sum of money due hereunder and such failure continues for ten (10) days after
notice thereof by
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Landlord, Tenant shall pay to Landlord, as additional rent, the sum of five
percent (5%) of the overdue amount as a late charge. Such amount if not
received within said ten (10) days shall also bear interest, as additional
rent, at the Prime Rate as established by the LaSalle Bank of Lisle plus one
and one-half percent (1-1/2%) calculated from the date either the monthly
installment of Annual Fixed Rent is due, or of receipt of said notice (if for a
sum of money other than Annual Fixed Rent), until the date of payment to
Landlord. Landlord's acceptance of any late charge or interest shall not
constitute a waiver of Tenant's default with respect to the overdue amount or
prevent Landlord from exercising any of the other rights and remedies available
to Landlord under this Lease or any law now or hereafter in effect. Further,
in the event such late charge is imposed by Landlord for any two (2) months
during the Term hereof for whatever reason, Landlord shall have the option to
require that, beginning with the first payment of rent due following the
imposition of the second late charge, rent shall no longer be paid in monthly
installments one month in advance but shall be payable three (3) months in
advance on the first (1st) day of each calendar month.
16.17 Time.
Time is of the essence with respect to the performance of every
provision of this Lease in which time or performance is a factor.
16.18 Limitation On Liability.
The obligations of Landlord and Tenant under this Lease do not constitute
personal obligations of the individual partners, directors, officers or
shareholders of Landlord and Tenant, and the parties shall not seek recourse
against the individual partners, directors, officers or shareholders of
Landlord or Tenant or any of their personal assets for satisfaction of any
liability in respect to this Lease.
16.19 Corporation as Signatory.
If either party executes this Lease as a corporation, then that party and
the persons executing this Lease on behalf of that party represent and warrant
that the individuals executing this Lease on the Corporation's behalf are duly
authorized to execute and deliver this Lease on its behalf in accordance with a
duly adopted resolution of the board of directors of the Corporation, and in
accordance with the By-Laws of the Corporation and that this Lease is binding
upon the Corporation in accordance with its terms.
16.20 Riders and Exhibits.
Riders, exhibits, plans and plats, if any, affixed to this Lease are a
part hereof.
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SECTION 17
RIGHTS OF PARTIES HOLDING PRIOR INTERESTS
17.1 Lease Subordinate.
(a) Without the necessity of any additional document being executed by
Tenant for the purpose of effecting a subordination, and at the election of
Landlord or any first mortgagee with a lien on the Premises or any ground
lessor with respect to the Building (any reference in this Lease to a mortgage
shall include a ground lease, and any reference to a mortgagee shall include a
ground lessor), this Lease shall be subject and subordinate at all times to (i)
all ground leases or underlying leases which may now exist or hereafter be
executed affecting the Building or the land upon which the Building is
situated, or both, and (ii) the lien of any first mortgage or first deed of
trust which may now exist or hereafter be executed in any amount for which the
Premises, land, ground leases or underlying leases, or Landlord's interest or
estate in any of said items is specified as security. Notwithstanding the
foregoing, Landlord shall have the right to subordinate or cause to be
subordinated any such ground leases or underlying leases or any such liens to
this Lease.
(b) In the event that any ground lease or underlying lease terminates for
any reasons or any first mortgage or first deed of trust is foreclosed or a
conveyance in lieu of foreclosure with respect to any such mortgage or deed of
trust is made for any reason, Tenant shall, notwithstanding any subordination,
attorn to and become the Tenant of the successor in interest to Landlord.
(c) Tenant shall not subordinate this Lease to any junior mortgage or deed
of trust without the prior written consent of first mortgagee or beneficiary
under the first deed of trust.
(d) Tenant covenants and agrees to reasonably execute and deliver, upon
demand by Landlord and in the form requested by Landlord, any additional
documents evidencing the priority or subordination of this Lease with respect
to any such ground leases or underlying leases or the lien or any such first
mortgage or first deed of trust. Should Tenant fail to sign and return any
such documents within ten (10) business days of receipt, Tenant shall be in
default, and Landlord may at Landlord's option, terminate this Lease provided
written notice of such termination is received by Tenant prior to Landlord's
receipt of such documents.
17.2 Rights of Holder of Mortgage to Notice of Defaults by Landlord.
No act or failure to act on the part of Landlord which would entitle
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination of such obligations or a termination of this Lease unless (i)
Tenant shall have first given written notice of Landlord's act or failure to
act to the mortgagees of record, if any, specifying the act or failure to act
on the part of Landlord which could or would give basis to Tenant's rights; and
(ii) such mortgagees after receipt of such notice,
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have failed or refused to correct or cure the condition complained of within a
reasonable time thereafter; but nothing contained in this Section shall be
deemed to impose any obligation on any such mortgagees to correct or cure any
condition. "Reasonable time" as used above means and includes a reasonable
time to obtain possession of the mortgaged premises if the mortgagees elect to
do so and a reasonable time to correct or cure the condition if such condition
is determined to exist. Landlord will from time to time notify Tenant of the
names and addresses of such mortgagees.
17.3 Modification for Lender.
If, in connection with obtaining construction, interim or permanent
financing or refinancing for the Building, the lender shall request reasonable
modifications in this Lease as a condition to such financing or refinancing,
Tenant shall not unreasonably withhold, delay or defer its consent thereto,
provided that such modifications do not increase the obligations of Tenant
hereunder or materially adversely affect the leasehold interest created hereby
or Tenant's rights hereunder.
EXECUTED as a sealed instrument in one or more counterparts on the day and
year first above written.
GROVE LODGE No. 824 ANCIENT FREE MIDWEST BANK OF HINSDALE
AND ACCEPTED MASONS
BY: /s/ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- ---------------------------------
Worshipful Master (Title) President
ATTEST: /s/ ATTEST: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- -----------------------------
Secretary Secretary
"LANDLORD" "TENANT"
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