SECOND AMENDMENT TO 800 TOWER DRIVE LEASE
SECOND AMENDMENT TO 000 XXXXX XXXXX LEASE
THIS SECOND AMENDMENT TO 000 XXXXX XXXXX LEASE, dated as of the 31st day of October, 2005 (“Second Amendment”) , is being entered into between 800 TOWER SPE LLC (hereinafter called “Landlord”) , a Delaware limited liability company, having an address at The Xxxx Management Company, L.L.C., Park Avenue at Xxxxxx County, 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxx, Xxx Xxxxxx 00000 and QUICKEN LOANS, INC., a Michigan corporation, having an address at 0000 Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Counsel and a Taxpayer Identification Number of 00-0000000 (hereinafter called “Tenant”).
WITNESSETH :
WHEREAS:
A. Landlord’s predecessor-in-interest, PW/MS OP SUB I, LLC, and Tenant heretofore entered into a certain lease dated July 6, 2004, as amended by a certain First Amendment To 000 Xxxxx Xxxxx Lease dated July “13, 2005 (said lease as the same was or may hereafter be amended is hereinafter called the “Lease”) with respect to Premises on the second (2nd), third (3rd) and fourth (4th) floors of the building known as and located at 000 Xxxxx Xxxxx, Xxxx, Xxxxxxxx, for a term ending on December 31, 2011 or on such earlier date upon which said term may expire or be terminated pursuant to any conditions of limitation or other provisions of the Lease or pursuant to law; and
B. The parties hereto desire to modify the Lease in certain respects.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto modify said Lease as follows:
1. DEFINITIONS. Except as otherwise provided in this Second Amendment, all defined terms contained in this Second Amendment shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.
2. BACKUP GENERATOR. As of the date hereof, the following Article 51 BACKUP GENERATOR shall be deemed added to and made a part of the Lease:
51. BACKUP GENERATOR
(a) Within sixty (60) days after Landlord accepts in writing at the Building delivery of both Backup Generators (hereinafter defined) from the supplier of the Backup Generators, Landlord, at Tenant’s sole cost and expense, shall install in the area shown on Schedule A attached hereto and made a part hereof two (2) 1500KW auto transfer diesel backup generators (“Backup Generators”) in accordance with plans attached to the Second Amendment as Schedule B and made a part thereof. Landlord will order the Backup Generators within five (5) days after Landlord receives from Tenant an amount equal to the deposit required by the supplier of the Backup Generators. Tenant shall give Landlord a check for that deposit payable to Landlord within five (5) days after Landlord’s demand therefor. Upon placement of the order, Landlord, at Tenant’s expense, shall commence pre- installation work (i.e. site preparation, wiring, etc.) so the installation is completed promptly after delivery of the Backup Generators to the Building. Landlord shall obtain, at Tenant’s sole cost and expense, all necessary governmental approvals and permits relating to the initial installation and initial operation of both Backup Generators. Tenant, at its expense, shall thereafter keep current said approvals and permits and give Landlord true and complete original counterparts of all updated permits and approvals relating to the installation and operation of the two (2) Backup Generators within thirty (30) days after Tenant receives any such updated permit or approval.
(b) Within thirty (30) days after Landlord’s demand, Tenant shall furnish Landlord with any information regarding either or both Backup Generators and/or its (their) installation that Landlord may request. Tenant agrees to promptly comply with and strictly abide by, at its sole expense, any rules and regulations that Landlord may reasonably promulgate in connection with the installation, operation, repair, maintenance, replacement, relocation, concealment and/or removal of either or both Backup Generators. Tenant agrees to perform all repairs, maintenance, replacements, relocations (only if required in writing by Landlord), concealment and the removal (only if required in writing by Landlord) of either or both Backup Generators pursuant to Landlord’s rules and regulations and in a manner
that is compatible with the appearance and character of the corporate center of which the Building forms a part. Tenant covenants that neither Backup Generator shall interfere with the rights, health or welfare of any person or tenant. Tenant agrees that Landlord may install and operate, and may permit the installation and operation by others of, additional generators anywhere in the Development so long as the installation and operation of such additional generators do not materially and adversely interfere with the operation of the Backup Generators. Landlord shall in no event be responsible if, for any reason whatsoever (except as a direct result of Landlord’s negligence), either or both of Tenant’s Backup Generators do not perform to the expectations of Tenant. Landlord may reduce, at its sole option, the seven (7) parking space ratio referenced in Sections l.(p) and 36. (b) of the Lease to reflect the number of parking spaces lost as a result of the placement of both Backup Generators.
(c) Once Tenant has paid Landlord in full for all amounts due Landlord under Section 51. (a) hereof, then, the Backup Generators shall constitute trade fixtures and shall fall within the purview of Paragraph 8. (d) (iii) of the Lease. Tenant shall, by no later than thirty (30) days after the expiration or earlier termination of the Lease and at Tenant’s expense, remove both of the Backup Generators and restore any damage or injury caused by the removal of said Backup Generators. Failure to strictly comply with the immediately preceding sentence by Tenant shall constitute a holding over of the Premises by Tenant until such time as both of the Backup Generators are removed and any damage or injury caused by such removal is restored. Tenant, at its expense, shall exercise best efforts to complete its removal and restoration work sooner than the date falling thirty (30) days after the expiration or earlier termination of the Lease. If Tenant fails to strictly comply with the second (2nd) sentence of this Section 51.(c), then, Landlord, at its sole option, may, at Tenant’s expense, (1) remove either or both of the Backup Generators, (2) keep either or both Backup Generators without compensation to Tenant, (3) discard either or both of the Backup Generators at Tenant’s sole risk and with Tenant assuming all liability and/or (4) restore any damage or injury that either or both of said Backup Generators or the removal thereof may have caused. Tenant hereby releases Landlord from, and, upon Landlord’s demand, shall defend, indemnify and hold Landlord harmless against any liabilities and expenses that may arise with regard to either or both of said Backup Generators, except for such liabilities and expenses that arise as a direct result of Landlord’s negligence. Furthermore, in connection with both Backup Generators, Tenant shall procure and maintain general liability and property damage insurance in compliance with each of the requirements set forth in Sections 20. (a)-(b) of the Lease. All references in this Article 51 to “Backup Generator” shall include all wiring,
cabling, fuse boxes, transformers and other ancillary and related equipment connecting the Backup Generator to the Premises. Any cost or expense owed by Tenant to Landlord under this Article 51 shall constitute additional rent under the Lease and shall be due from Tenant to Landlord within thirty (30) days after Tenant receives written demand therefor.
3. NO BROKER. Tenant covenants, represents and warrants that Tenant has had no dealing or communications with any broker or agent in connection with the consummation of this Second Amendment and Tenant covenants and agrees to pay, defend, hold harmless and indemnify Landlord and its directors, officers, partners and their affiliates and/or subsidiaries from and against any and all costs, expenses, including attorney’s fees (prior to settlement, at trial or on appeal), court costs and disbursements or liability for any commission or other compensation claimed by any broker or agent with respect to this Second Amendment.
4. LEASE RATIFICATION. Except as modified by this Second Amendment and the instruments referenced in WHEREAS clause A. hereof, the Lease, and all covenants, agreements, terms and conditions thereof, shall remain in full force and effect and is hereby in all respects ratified and confirmed.
5. AUTHORITY. Landlord and Tenant represent that the undersigned representatives of Landlord and Tenant respectively have been duly authorized on behalf of their respective parties to enter into this Second Amendment in accordance with the terms, covenants and conditions set forth herein, and upon either party’s request, the other party shall deliver evidence, in form and substance reasonably satisfactory to the requesting party, to the foregoing effect.
6. NO ORAL CHANGES. This Second Amendment may not be changed orally, but only by a writing signed by both Landlord and Tenant.
7. NON-BINDING DRAFT, The mailing or delivery of this document or any draft of this document by Landlord or its agent to Tenant, its agent or attorney shall not be deemed an offer by the Landlord on the terms set forth in this document or draft, and this document or draft may be withdrawn or modified by Landlord or its agent at any time and for any reason. The purpose of this section is to place Tenant on notice that this document or draft shall not be effective, nor shall Tenant have any rights with respect hereto, unless and until Landlord shall execute and accept this document. No representations or promises shall be binding on the parties hereto except those representations and promises contained in a fully executed copy of this document or in some future writing signed by Landlord and Tenant.
8. NOTICES. On and after the date hereof, all notices to Landlord from Tenant shall be invalid (at Landlord’s option) unless, and shall be valid (at Landlord’s option) only if, in writing, sent postage prepaid via certified mail, return receipt requested and addressed to Landlord as follows:
800 TOWER SPE LLC
x/x Xxx Xxxx Xxxxxxxxxx Xxxxxxx, X.X.X.
Xxxx Xxxxxx xx Xxxxxx Xxxxxx
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxx, Esq.
Counsel
9. USA PATRIOT ACT. Tenant represents, warrants and covenants that neither Tenant nor any of its partners, officers, directors, members or shareholders (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001)(“Order”) and all applicable provisions of Title III of
the USA PATRIOT ACT (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list or qualification of “Designated Nationals” as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC {including, without limitation, the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraqi Sanctions Act, Publ.L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-201, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the “Orders”); (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.).
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the day and the year first above written.
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Signed and delivered |
LANDLORD: | |||||
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WITNESSED BY: |
800 TOWER SPE LLC | |||||
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By: |
/s/ Xxxx Xxxxxxx XXXX |
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By: |
/s/ Xxxx Xxxxxx | ||
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Xxxx Xxxxxxx Xxxx, Esq |
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Xxxx Xxxxxx | ||
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Vice President | ||
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WITNESSED BY: |
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AGENT FOR LANDLORD: | ||||
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THE XXXX MANAGEMENT COMPANY, | ||||
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L.L.C. | ||||
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By: |
/s/ Xxxx Xxxxxxx XXXX |
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By: |
/s/ Xxxx Xxxxxx | ||
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Xxxx Xxxxxxx Xxxx, Esq. |
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Xxxx Xxxxxx | ||
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Vice President | ||
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WITNESSED BY: |
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TENANT: | ||||
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QUICKEN LOANS, INC. | |||
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By: |
/s/ Xxxxxx Xxxxxx, Esq. |
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxx Xxxxxx, Esq. |
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Name: |
Xxxxxxx Xxxxxxx |
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Its: |
Corporate Counsel |
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Its: |
Chief Executive Officer |
SCHEDULE B
PLANS
