EXHIBIT 10.9
OFFICE LEASE--FORM A--(Revised 1976)
_____________________________________________________________________________
THIS INDENTURE, made October 6, 1997,
Witnesseth:
THE TAKIFF PROPERTIES GROUP LTD. #2 Xxxxxxx Xxxxxx, General
Partner, With Xxxxxxx & Sons Ltd. As Managing Agent
Lessor, hereby leases unto ALANORTH, L.L.C., Lessee
And the Lessee accepts the Premises, known as
000 Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Suite #407 (approximately
2,600 rentable square feet)
Chicago, Illinois, for the Term of Five (5) Years commencing JANUARY 1, 1998;
and ending DECEMBER 31, 2002 unless sooner terminated as provided herein, to be
occupied and used by the Lessee for General Offices
In consideration Thereof, the Parties Covenant and Agree:
1. Rent: Lessee shall pay to the Lessor, or to Xxxxxxx & Sons Ltd. In coin or
currency which, at the time or times of payment, is legal tender for public and
private debts in the United States of America, at 000 Xxxxxx Xxxxxxxxx, Xxxxx
#000, Xxxxxxxxxx, XX 00000 or as directed from time to time by the Lessor's
notice, the sum of Two Hundred Seven Thousand Fifty-Six and 52/100ths Dollars
($207,056.52)in installments as follows:
Commencing JANUARY 1, 1998 thru DECEMBER 31, 1998 - $3,250.00/MO
($39,000.00/Year) Commencing JANUARY 1, 1999 thru DECEMBER 31, 1999 -
$3,347.50/MO ($40,170.00/Year) Commencing JANUARY 1, 2000 thru DECEMBER 31, 2000
- $3,447.93/MO ($41,375.16/Year) Commencing JANUARY 1, 2001 thru DECEMBER 31,
2001 - $3,551.37/MO ($42,616.44/Year) Commencing JANUARY 1, 2002 thru DECEMBER
31, 2002 - $3,657.91/MO ($43,894.92/Year)
Payable one each in advance promptly on the first day of every calendar month of
the term and at the current rate for fractions of a month if the term shall be
terminated on any day other than the last day of any month. Unpaid rent shall
bear interest at 7% per annum from the date due until paid.
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2. Service: The Lessor shall provide: (a) Janitor Service in and about the
premises. Saturdays, Sundays and holidays be given, such janitor service shall
be subject to the Lessor's supervision but at the Lessee's sole responsibility.
The Lessee shall not provide any janitor service in the premises except through
a janitor contractor or employees who are, and shall continuously be, in each
and every instance satisfactory to the Lessor.
(b) Heat daily from 8 a.m. to 5 p.m. (Saturdays to 1 p.m.), Sundays and Holidays
excepted, whenever heat shall, in the Lessor's judgment, be required for the
comfortable occupation and use of the premises.
(c) Water from mains for drinking, lavatory and toilet purposes, drawn through
fixtures installed.
(d) Passenger Elevator Service in common with other tenants daily from 8 a.m. to
6 p.m. (Saturdays to 1 p.m.), Sundays and Holidays excepted. Elevator service at
other times shall be optional with the Lessor and, if provided, shall never be
deemed a continuing obligation of the Lessor. The Lessor may change manually
operated and controlled elevators to be operatorless, automatic elevators
operated and controlled by passengers without liability of the Lessor to the
Lessee and without impairing any obligation of the Lessee under this lease.
(e) Electricity if and so long as the Lessor shall generate or distribute
electric current for light and power in the Building. So long as the Lessor
provides electricity in the building, the Lessee shall obtain all current used
in the premises from the Lessor.
The Lessor does not warrant that any of the services above mentioned
will be free from interruptions caused by war, insurrection, civil commotion,
riots, acts of God or the enemy, governmental action, repairs, renewals,
improvements, alterations, strikes, lockouts, picketing, whether legal or
illegal, accidents, inability of the Lessor to obtain fuel or supplies or any
other cause or causes beyond the reasonable control of the Lessor. Any such
interruption of service shall never be deemed an eviction or disturbance of the
Lessee's use and possession of the premises or any part thereof, or render the
Lessor liable to the Lessee for damages, or relieve the Lessee from performance
of the Lessee's obligations under this lease.
3. Lessor's Title: The Lessor's title is and always shall be paramount to the
title of the Lessee, and nothing herein contained shall empower the Lessee to do
any act which can, shall or may encumber the title of the Lessor.
4. Certain Rights Reserved to the Lessor: The Lessor reserves
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the following rights: (a) to change the name or street address of the Building
notice or liability of the Lessor to the Lessee; (b) to install and maintain a
sign or signs on the exterior of the Building; (c) to have access for the Lessor
and the other tenants of the Building to any mail chutes located on the premises
according to the rules of the United States Post Office; (d) to designate all
sources furnishing sign painting and lettering, ice, drinking water, towels and
toilet supplies used on the premises; (e) during the last ninety days of the
term or any part thereof, if during or prior to that time the Lessee vacates the
premises, to decorate, remodel, repair, alter or otherwise prepare the premises
for reoccupancy; (f) to constantly have pass keys to the premises; (g) to grant
to anyone the exclusive right to conduct any particular business or undertaking
in the Building;(h) to exhibit the premises to others and to display "For Rent"
signs on the premises; (i) to take any and all measures, including inspections,
repairs, alterations, additions and improvements to the premises or the Building
or the Lessor's interests, or as may be necessary or desirable in the operation
of the Building.
The Lessor may enter upon the premises and may exercise any or all of
the foregoing rights hereby reserved without being deemed guilty of an eviction
or disturbance of the Lessee's use or possession and without being liable in any
manner to the Lessee.
5. Default Under Other Lease: If the term of any lease, other than this lease,
made by the Lessee for any premises in the Building shall be terminated or
terminable after the making of this lease because of any default by the Lessee
under such other lease, such fact shall empower the Lessor, at the Lessor's sole
option, to terminate this lease by notice to the Lessee.
6. Liability for Acts or Neglect: If any damage whether to the demised premises
or to the building, or any part thereof, or whether to the Lessor or to other
tenants in the building, results from any act or neglect of the Lessee, or of
the Lessee's agents or employees, the Lessor may, at the Lessor's option, repair
such damage and the Lessee shall, upon demand by the Lessor, reimburse the
Lessor forthwith for the total cost of such repairs. Neither the Lessor nor the
Lessee shall be liable for any damage caused by its act or neglect if the Lessor
or the Lessee or a tenant has recovered the full amount of the damages from
insurance. All property belonging to the Lessee or any occupant in the building
shall be at the risk of the Lessee and such other person only and the Lessor
shall not be liable for damage thereto or theft or misappropriation thereof.
7. Holding Over: If the Lessee retains possession of the premises or any part
thereof after the termination of the term by lapse of time or otherwise, the
Lessee shall pay the Lessor rent at
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double the rate of rental specified in Section 1 for the time the Lessee thus
remains in possession, and in addition thereto, shall pay the Lessor all damages
sustained by reason of the Lessee's retention of possession. If the Lessee
remains in possession of the premises, or any part thereof, after the
termination of the term by lapse of time or otherwise, such holding over shall,
at the election of the Lessor expressed in a written notice to the Lessee and
not otherwise constitute a renewal of this lease for one year. The provisions of
this Section do not waive the Lessor's rights or reentry or any other right
hereunder.
8. Assignment and Subletting.
[This Section Intentionally Crossed Out]
9. Condition of Premises: The Lessee's taking possession, shall be conclusive
evidence as against the Lessee that the premises were in good order and
satisfactory condition when the Lessee took possession. No promise of the Lessor
to alter, remodel or improve the premises or the Building and no representation
respecting the condition of the premises or the Building have been made by the
Lessor to the Lessee, unless the same in contained herein, or made a part
hereof. This lease does not grant any rights to light or air over property,
except over public streets kept open by public authority. At the termination of
this lease by lapse of time or otherwise, the Lessee shall return the premises
in as good condition as when the Lessee took possession, ordinary wear and loss
by fire excerpted, failing which the Lessor may restore the premises to such
condition and the Lessee shall pay the cost thereof. The Lessee may remove any
floor covering laid by the Lessee, provided (a) the Lessee also removes all
nails, tacks, paper, glue, bases and other vestiges of the floor covering, and
restores the floor surface to the condition existing before such floor covering
was laid, or (b) the Lessee pays to the Lessor, upon request, the cost of
restoring the floor surface to such condition. If the Lessee does not remove the
Lessee's floor coverings, from the premises prior to the end of the term, the
Lessee shall be conclusively presumed to have abandoned the same and title
thereto shall thereby pass to the Lessor without payment or credit by the Lessor
to the Lessee.
10. Alterations: The Lessee shall not make any alterations in or additions to
the premises without the Lessor's advance written consent in each and every
instance. The Lessor's decision to refuse such consent shall be conclusive. If
the Lessor consents to such alterations or additions before commencement of the
work or delivery of any materials onto the premises or into the Building, the
Lessee shall furnish the Lessor with plans and specifications, names and
addresses of contractors, copies of contracts, necessary permits and
indemnification in form and amount satisfactory to Lessor and waivers of lien
against any and all claims, costs,
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damages, liabilities and expenses which may arise in connection with the
alterations or additions. All additions and alterations shall be installed in a
good, workmanlike manner and only new, high-grade materials shall be used.
Whether the Lessee furnishes the Lessor the foregoing or not, the Lessee hereby
agrees to hold the Lessor harmless from any and all liabilities of every kind
and description which may arise out of or be connected in any way with said
alterations or additions. Before commencing any work in connection with
alterations or additions, the Lessee shall furnish the Lessor with certificates
of insurance from all contractors performing labor or furnishing materials
insuring the Lessor against any and all liabilities which may arise out of or be
connected in any way with said additions or alterations. The Lessee shall pay
the cost of all such alterations and additions and also the cost of decorating
the premises occasioned by such alterations and additions. Upon completing any
alterations or additions, the Lessee shall furnish the Lessor with contractors'
affidavits and full and final waivers of lien and receipted bills covering all
labor and materials expended and used. All alterations and additions shall
comply with all insurance requirements and with all ordinances and regulations
of any department or agency thereof and with the requirements of all statutes
and regulations of the State of Illinois or of any department or agency thereof.
The Lessee shall permit the Lessor to supervise construction operations in
connection with alterations or additions if the Lessor requests to do so. All
additions, hardware, non-trade fixtures and all improvements, temporary or
permanent, in or upon the premises, whether placed there by the Lessee or by the
Lessor, shall, unless the Lessor requests their removal, become the Lessor's
property and shall remain upon the premises at the termination of this lease by
lapse of time or otherwise without compensation or allowance or credit to the
Lessee. If, upon the Lessor's request, the Lessee does not remove said
additions, hardware, non-trade fixtures and improvements, the Lessor may remove
the same and the Lessee shall pay the cost of such removal to the Lessor upon
demand. The Lessee shall remove the Lessee's furniture, machinery, safe or
safes, trade fixtures and other items of personal property of every kind and
description from the premises prior to the end of the term, however ended. If
not so removed, the Lessor may request their removal, and if the Lessee does not
remove them, the Lessor may do so and the Lessee shall pay the cost of such
removal to the Lessor upon demand. If the Lessor does not request their removal,
all such items shall be conclusively presumed to have been conveyed by the
Lessee to the Lessor under this lease as a xxxx of sale without further payment
or credit by the Lessor to the Lessee.
11. Use of Premises: (a) The Lessee shall occupy and use the premises during the
term for the purpose above specified and none other. (b) The Lessee shall not
exhibit, sell or offer for sale on
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the premises or in the Building any article or thing except those articles and
things essentially connected with the stated use of the premises without the
advance written consent of the Lessor. (c) The Lessee will not make or permit to
be made any use of the premises which, directly or indirectly is forbidden by
public law, ordinance or governmental regulation or which may be dangerous to
life, limb or property, or which may invalidate or increase the premium cost of
any policy of insurance carried on the Building or covering its operations. (d)
The Lessee shall not display, inscribe, print, paint, maintain or affix on any
place in or about the Building any sign, notice, legend, direction, figure or
advertisement, except on the doors of the premises and on the Directory Boards,
and then only such name or names and matter, and in such color, size, style,
place and material, as shall first have been approved by the Lessor in writing.
(e) The Lessee shall not advertise the business, profession or activities of the
Lessee conducted in the Building in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities, and shall
not use the name of the Building for any purpose other than that of business
address of the Lessee, and shall never use any picture or likeness of the
Building in any circulars, notices, advertisements, or correspondence without
the Lessor's express consent in writing. (f) The Lessee shall not obstruct, or
use for storage, or for any purpose other than ingress and egress, the
sidewalks, entrances, passages, courts, corridors, vestibules, halls, elevators
and stairways of the Building. (g) No bicycle or other vehicle and no dog or
other animal or bird shall be brought or permitted to be in the Building or any
part thereof. (h) The Lessee shall not make or permit any noise or odor that is
objectionable to other occupants of the Building to emanate from the premises,
and shall not create or maintain a nuisance thereon, and shall not disturb,
solicit or canvass any occupant of the Building, and shall not do any act
tending to injure the reputation of the Building. (i) The Lessee shall not place
or permit to be placed any article of any kind on the window ledges or on the
exterior walls, and shall not throw or permit to be thrown or dropped any
article from any window of the Building. (k) The Lessee shall not undertake to
regulate any thermostat, and shall not waste water by tying, wedging or
otherwise fastening open any faucet. (l) No additional locks or similar devices
shall be attached to any door or window. No keys for any door other than those
provided by the Lessor shall be made. If more than two keys for one lock are
desired by the Lessee, the Lessor may provide the same upon payment by the
Lessee. Upon termination of this lease or of the Lessee's possession the Lessee
shall surrender all keys of the premises and shall make known to the Lessor the
explanation of all combination locks on safes, cabinets and vaults. (m) The
Lessee shall be responsible for the locking of doors and the closing of transoms
and windows in and to the premises. (n) If the
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Lessee desires telegraphic, telephone burglar alarm or signal service, the
Lessor will, upon request, direct where and how connections and all wiring for
such service shall be introduced and run. Without such directions, no boring,
cutting or installation of wires or cables is permitted. (o) If the Lessee
desires and the Lessor permits blinds, shades, awnings, or other form of inside
or outside window covering, or window ventilators or similar devices, they shall
be furnished, installed and maintained at the expense of the Lessee and must be
of such shape, color, material and make as approved by the Lessor. (p) All
persons entering or leaving the Building between the hours of 6 p.m. and 8 a.m.,
Monday through Friday, or at any time on Saturdays, Sundays or holidays, may be
required to identify themselves to a watchman by registration or otherwise and
to establish their rights to enter or leave the Building. The Lessor may exclude
or expel any peddler, solicitor or beggar at any time. (q) The Lessee shall not
overload any floor. The Lessor may direct the routing and location of safes and
other heavy articles. Safes, furniture and all large articles shall be brought
through the Building and into the premises at such times and in such manner as
the Lessor shall direct and at the Lessee's sole risk and responsibility. (r)
Unless the Lessor gives advance written consent in each and every instance, the
Lessee shall not install or operate any steam or internal combustion engine,
boiler, machinery, refrigerating or heating device or air-conditioning apparatus
in or about the premises, or carry on any mechanical business therein, or use
the premises for housing accommodations or lodging or sleeping purposes, or do
any cooking therein, or use any illumination other than electric light, or use
or permit to be brought into the Building any inflammable oils or fluids such as
gasoline, kerosene, naphtha and benzine, or any explosives or other articles
deemed extra hazardous to life, limb or property. (s) The Lessee shall not place
or allow anything to be against or near the glass of partitions or doors of the
premises which may diminish the light in, or be unsightly from, halls or
corridors. (t) The Lessee shall not install in the premises any equipment which
uses a substantial amount of electricity without the advance written consent of
the Lessor. The Lessee shall ascertain from the Lessor the maximum amount of
electrical current which can safely be used in the demised premises, taking into
account the capacity of the electric wiring in the Building and the premises and
the needs of other tenants in the Building and shall not use more than such safe
capacity. The Lessor's consent to the installation of electric equipment shall
not relieve the Lessee from the obligation not to use more electricity that such
safe capacity. (u) The Lessee shall not lay linoleum or other similar floor
covering so that such floor covering shall come in direct contact with the floor
of the premises, and if linoleum or other similar floor covering is used, an
interliner of builder's deadening felt shall first be affixed to the floor by
paste or other material soluble in water. The use of cement or other
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similar material is prohibited. (v) In addition to all other liabilities for
breach of any covenant of this Section 11, the Lessee shall pay to the Lessor
all damages caused by such breach and shall also pay to the Lessor an amount
equal to any increase in insurance premium or premiums caused by such breach.
The violation of any covenant of this Section 11 may be restrained by
injunction.
12. Repairs
[This Section Intentionally Crossed Out.]
13. Untenantability: If the premises or the Building are made untenantable by
fire or other casualty the Lessor may elect (a) to terminate this lease as of
the date of the fire or casualty by notice to the Lessee within thirty days
after that date, or (b) to repair, restore or rehabilitate the Building or the
premises at the Lessor's expense within one hundred twenty days after the Lessor
is enabled to take possession of the injured premises and undertake
reconstruction or repairs, in which latter event the lease shall not terminate
but rent shall be abated on a per diem basis while the premises are
untenantable. If the Lessor elects so to repair, restore or rehabilitate the
Building or the premises and does not substantially complete the work within the
one hundred twenty day period, either party can terminate this lease as of the
date of the fire or casualty by notice to the other party not later than one
hundred thirty days after the Lessor is enabled to take possession of the
injured premises and undertake reconstruction or repairs. In the event of
termination of the lease pursuant to this Section 13, rent shall be appropriated
on a per diem basis and be paid to the date of the fire or casualty.
14. Eminent Domain: If the Building, or any portion thereof which includes a
substantial part of the premises or which prevents the operation of the
building, shall be taken or condemned by any competent authority for any public
use or purpose, the term of this lease shall end upon, and not before, the date
when the possession of the part so taken shall be required for such use or
purpose, and without apportionment of the condemnation award. The Lessee shall
have not right to share in such award. Current Rent shall be apportioned as of
the date of such termination. If any condemnation proceeding shall be instituted
in which it is sought to take or damage any part of the Building, or the land
under it, or if the grade of any street or alley adjacent to the Building is
changed by any competent authority and such change of grade makes it necessary
or desirable to remodel the Building to conform to the changed grade, the Lessor
shall have the right to cancel this lease upon not less than ninety days' notice
prior to the date of cancellation designated in the notice. No money or other
consideration shall be payable by the Lessor to the Lessee for the right of
cancellation, and the Lessee shall have no right to share in the condemnation
award or in any judgment for damages caused by
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the change of grade.
15. Lessor's Remedies: All rights and remedies of the Lessor herein enumerated
shall be cumulated, and none shall exclude any other right or remedy allowed by
law.
(a) If any voluntary or involuntary petition or similar pleading under
any section or sections of any bankruptcy act shall be filed by or against the
Lessee, or any voluntary or involuntary proceeding in any court or tribunal
shall be instituted to declare the Lessee insolvent or unable to pay the
Lessee's debts, and in the case of an involuntary petition or proceeding, the
petition or proceeding is not dismissed within thirty days from the date it is
filed the Lessor may elect, but is not required, and with or without notice of
such election, and with or without entry or other action by the Lessor, to
forthwith terminate this lease, and, notwithstanding any other provision of this
lease, the Lessor shall forthwith upon such termination be entitled to recover
damages in an amount equal to the then present value of the rent specified in
Section 1 of this lease for the residue of the stated term hereof, less the fair
rental value of the premises for the residue of the stated term.
(b) If the Lessee defaults in the payment of rent, and the Lessee does
not cure the default within five days after demand for payment of such rent, or
if the Lessee defaults in the prompt and full performance of any other
provisions of this lease, and the Lessee does not cure the default within twenty
days (forthwith if the default involves a hazardous condition) after written
demand by the Lessor that the default be cured unless the default involves a
hazardous condition, which shall be cured forthwith upon the Lessor's demand, or
if the leasehold interest of the Lessee be levied upon under execution or be
attached by process of law, or the Lessee makes an assignment for the benefit of
creditors, or if a receiver be appointed for any property of the Lessee, or if
the Lessee abandons the premises, then and in any such event the Lessor may, if
the Lessor so elects but not otherwise, and with or without notice of such
election and with or without any demand whatsoever either forthwith terminate
this lease and the Lessee's right to possession of the premises or, without
terminating this lease forthwith terminate the Lessee's right to possession of
the premises.
(c) Upon any termination of this lease whether by lapse of time or
otherwise or upon any termination of the Lessee's right to possession without
termination of the _____, the Lessee shall surrender _______immediately and
deliver possession thereof to the Lessor, and hereby grants to the Lessor full
and free license to enter into and upon the premises in such event with or
without process of law and to repossess the Lessor of the premises as of
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the Lessor's former estate and to expel or remove the Lessee and any others who
may be occupying or within the premises and to remove any and all property
therefrom, using such force as may be necessary, without being deemed in any
manner guilty of trespass, eviction or forcible entry or detainer and without
relinquishing the Lessor's rights to rent or any other right given to the Lessor
hereunder or by operation of law.
(d) If the Lessee abandons the premises or otherwise entitles the
Lessor so to elect, and the Lessor elects to terminate the Lessee's right to
possession only, without terminating the lease, the Lessor may, at the Lessor's
option enter into the premises, remove the Lessee's signs and other evidences of
tenancy, and take and hold possession thereof as in Paragraph (c) of this
Section 15 provided, without such entry and possession terminating the lease or
releasing the Lessee, in whole or in part, from the Lessee's obligation to pay
the rent hereunder for the full term, and in any such case the Lessee, shall pay
forthwith to the Lessor, if the Lessor so elects, a sum equal to the entire
amount of the rent specified in Section 1 of this lease for the residue of the
stated term plus any other sums then due hereunder. Upon and after entry into
possession without termination of the lease, the Lessor may, but need not, relet
the premises or any part thereof for the account of the Lessee to any person,
firm or corporation other than the Lessee for such rent, for such time and upon
such terms as the Lessor in the Lessor's sole discretion shall determine, and
the Lessor shall not be required to accept any tenant offered by the Lessee or
to observe any instructions given by the Lessee about such reletting. In any
such case, the Lessor may make repairs, alterations and additions in or to the
premises, and redecorate the same to the extent deemed by the Lessor necessary
or desirable, and the Lessee shall, upon demand, pay the cost thereof, together
with the Lessor's expenses of the reletting. If the consideration collected by
the Lessor upon any such reletting for the Lessee's account is not sufficient to
pay monthly the full amount of the rent reserved in this lease, together with
the costs of repairs, alterations, additions, redecorating and the Lessor's
expenses, the Lessee shall pay to the Lessor the amount of each monthly
deficiency upon demand; and if the consideration is collected from any such
reletting is more than sufficient to pay the full amount of the rent reserved
herein, together with the costs and expenses of the Lessor, the Lessor, at the
end of the stated term of the lease, shall account for the surplus to the
Lessee.
(e) [Deliberately Struck Out]
(f) Any and all property which may be removed from the premises by the
Lessor pursuant to the authority of the lease or of law, to which the Lessee is
or may be entitled, may be handled, removed or stored by the Lessor at the risk,
cost and expense of
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the Lessee, and the Lessor shall in no event be responsible for the value,
preservation or safekeeping thereof. The Lessee shall pay to the Lessor, upon
demand, any and all expenses incurred in such removal and all storage charges
against such property of the Lessee not retaken from storage by the Lessee
within thirty days after the end of the term, however terminated, shall be
conclusively presumed to have been conveyed by the Lessee to the Lessor under
this lease as a xxxx of sale without further payment or credit by the Lessor to
the Lessee.
(g) The Lessee shall pay upon demand all the Lessor's costs, charges
and expenses, including the fees of counsel, agents and others retained by the
Lessor, incurred in enforcing the Lessee's obligations hereunder or incurred by
the Lessor in any litigation, negotiation or transaction in which the Lessee
causes the Lessor, without the Lessor's fault, to become involved or concerned.
16. Subordination of Lease: The rights of the Lessee under this lease shall be
and are subject and subordinate at all times to the lien of any mortgage or
mortgages now or hereafter in force against the Building or the underlying
leasehold estate, if any, and to all advances made or hereafter to be made upon
the security thereof, and the Lessee shall execute such further instruments
subordinating this lease to the lien or liens of any such mortgage or mortgages
as shall be requested by the Lessor.
17. Notices: In every instance where it shall be necessary or desirable for the
Lessor to serve any notice or demand upon the Lessee, it shall be sufficient (a)
to deliver or cause to be delivered to the Lessee a written or printed copy
thereof, or (b) to send a written or printed copy thereof by United States
certified or registered mail, postage prepaid, addressed to the Lessee at the
demised premises, in which event the notice or demand shall be deemed to have
been served at the time the copy is posted, or (c) to leave a written or printed
copy thereof with some person above the age of ten years in possession of the
demised premises or to affix the same upon any door leading into the demised
premises, in which event the notice or demand shall be deemed to have been
served at the time the copy is so left or affixed. All notices or demands shall
be signed by or on behalf of the Lessor.
18. Miscellaneous: (a) No receipt of money by the Lessor from the Lessee after
the termination of this lease or after the service of any notice or after the
commencement of any suit, or after final judgment for possession of the premises
shall renew, reinstate, continue or extend the term of this lease or affect any
such notice, demand or suit.
(b) No waiver of any default of the Lessee hereunder shall be implied
from any omission by the Lessor to take any action on
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account of such default if such default persists or be repeated, and no express
waiver shall affect any default other than the default specified in the express
waiver and that only for the time and to the extent therein stated. The
invalidity or unenforceability of any provision hereof shall not affect or
impair any other provision.
(c) In the absence of fraud, no person, firm or corporation, or the
heirs, legal representatives, successors and assigns, respectively, thereof,
executing this lease as agent, trustee or in any other representative capacity
shall ever be deemed or held individually liable hereunder for any reason or
cause whatsoever.
(d) The words "Lessor" and "Lessee" wherever used in this lease shall
be construed to mean Lessors or Lessees in all cases where there is more than
one lessor or lessee, and the necessary grammatical changes required to make the
provisions hereof apply either to corporations or individuals, men or women,
shall in all cases be assumed as though in each case fully expressed.
(e) Provisions inserted herein or affixed hereto shall not be valid
unless appearing in the duplicate original hereof held by the Lessor. In event
of variation or discrepancy, the Lessor's duplicate shall control.
(f) Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of the Lessor and the Lessee and their
respective heirs, legal representatives and successors, and assigns in the event
this lease has been assigned with the express, written consent of the Lessor.
(g) Submission of this instrument for examination does not constitute a
reservation of or option for the premises. The instrument becomes effective as a
lease upon execution and delivery by both Lessor and Lessee.
(h) The heading of sections are for convenience only and do not limit
or construe the contents of the sections.
(i) All amounts (other than the Rent) owed by the Lessee to the Lessor
hereunder shall be paid within ten days from the date the Lessor renders
statements of account therefor and shall bear interest at the rate of 7% per
annum thereafter until paid.
(j) Provisions typed on the back of this lease and signed by the Lessor
and the Lessee and all riders attached to this lease and signed by the Lessor
and the Lessee are hereby made a part of this lease as though inserted at length
in this lease.
(k) If the Lessee shall occupy the premises prior to the
ALANORTH, L.L.C. OFFICE LEASE 1
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beginning of the term of this lease with the Lessor's consent, all the
provisions of this lease shall be in full force and effect as soon as the Lessee
occupies the premises. Rent for any period prior to the beginning of the term of
this lease shall be fixed by agreement between the Lessor and Lessee.
ALANORTH, L.L.C. OFFICE LEASE 1
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ASSIGNMENT
For value received, the undersigned Lessee hereby assigns all the Lessee's
right, title and interest in and to the within lease from and a
________________________unto___________________________________ the premises to
be use and occupied for _______________________________ and for no other purpose
agreed this assignment shall not release or relieve the undersigned, as Original
Lessee, from any liability under the covenants of the ___ provisions of
paragraph (e) of Section 15 of this lease.
LESSEE:________________________
________________________
Dated__________________, 19___
================================================================================
ACCEPTANCE OF ASSIGNMENT
In consideration of the above assignment and the written consent of the Lessor
thereto, the undersigned Assignee (binding also the__ representatives and
successors), hereby assumes the obligations of said lease imposed on the Lessee
and promises to make all payments ___ perform all conditions and covenants of
the lease by the Lessee to be kept and performed commencing ____________________
adopting for the undersigned the provisions of paragraph (e) of Section 15 of
the lease as though here restated.
LESSEE:________________________
________________________
Dated__________________, 19___
Lessor: THE TAKIFF PROPERTIES GROUP
------------------------------------
#2, Xxxxxxx Xxxxxx, General Partner
With Xxxxxxx & Sons Ltd. As Managing Agent
Lessee: ALANORTH, L.L.C.
------------------------------------
--------------------------------------------
ALANORTH, L.L.C. OFFICE LEASE 1
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Premises: 000 Xxxxxx Xxxx. Xxx. #000
Xxxxxxxxxx, XX 00000
Term: Five (5) years
From: JANUARY 1,
To: DECEMBER 31, 2002
Rent: 1/1/98 - 12/3/198 - $3250.00/mo
1/1/99 - 12/31/99 - $3347.50/mo
1/1/00 - 12/31/00 - $3447.93/mo
1/1/01 - 12/31/01 - $3551.37/mo
1/1/02 - 12/31/02 - $3657.91/mo
CONSENT TO ASSIGNMENT
Lessor hereby consents to the above Assignment upon the express condition that
Original Lessee shall remain liable for the prompt pay ___ the keeping and
performance of all conditions and covenants of the lease by the Lessee to be
kept and performed. The Lessor does ___ any further Assignment or to any
subletting of the premises.
LESSOR:______________________
_____________________________
Dated__________________, 19___
================================================================================
GUARANTY
[Blank line/space indicates illegible text]In consideration of the making of the
above lease by the Lessor with the Lessee at the request of the undersigned and
in reliance on this ____ signed hereby guarantees the payment of the Rent to be
paid by the Lessee and the performance by the Lessee of all the terms,
conditions, ___ agreements of the lease, and the undersigned promises to pay all
the Lessor's expenses, including reasonable attorney's fees, incurred by ___ all
obligations of the Lessee under the lease or incurred by the Lessor in enforcing
this guaranty. The Lessor's consent to any assign__ and successive assignments
by the Lessee and Lessee's assigns, of this lease, made either with or without
notice to the undersigned, or a ___ use of the demised premises, or Lessor's
forbearance, delays, extensions of time or any other reason whether similar to
or differen___ shall in no wise or manner release the undersigned from liability
as guarantor.
WITNESS the hand and seal of the undersigned at the date of the above lease.
ALANORTH, L.L.C. OFFICE LEASE 1
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R I D E R
In the event there is an inconsistency or contradiction between the provisions
of this Rider and the printed portion of this lease, the provisions of this
Rider shall prevail.
Lessor, at Lessor's cost and expense, shall keep the heating, air conditioning,
electrical, plumbing and other work systems in the Building in good order,
condition and repair and shall keep the public and other portions of the
Building necessary to the enjoyment and use of the demised premises by Lessee in
good order, condition and repair. At any reasonable time or times the Lessor,
either voluntarily or pursuant to government requirements may at Lessor's own
expense make repairs, alterations or improvements in or to the Building or any
part thereof, including the demised premises, and during such work operations,
Lessor may, if reasonably appropriate, close entrances, doors, corridors or
other facilities all without any liability to Lessee by reason of interference,
inconvenience or annoyance. To the full extent permitted by law, Lessee hereby
waives and releases all claims against Lessor, its employees and agents for any
expense, injury, loss or damage to persons or property sustained in or to any
part of the Building or the demised premises or upon any adjacent or nearby
building, land, street or alley, except due to negligence of Lessor, its
employees and agents.
Lessee shall at its own expense, keep the demised premises in good order,
condition and repair, subject however to the provisions of Section 13, and shall
promptly and adequately repair all damage to the demised premises and the
Building caused by Lessee or its employees and invitees, including replacing or
repairing all damaged or broken glass, fixtures and appurtenances under the
supervision and with the approval of Lessor and within any reasonable period of
time specified by Lessor, and if Lessee does not do so, Lessor may, but not need
make such repairs and replacements and Lessee shall pay Lessor the cost thereof.
Lessee shall install and use at all times, floor pads or protective mats under
all movable chairs and Lessee shall be responsible for damage to carpeting in
the demised premises caused directly or indirectly by Lessee's failure to
install such floor pads or protective mats.
Lessor, at Lessor's cost and expense, shall furnish Lessee with Levolor blinds
in the demised premises. If Lessee desires to hang drapes over blinds, all
drapes must be lined with a white fabric and be approved by Lessor.
Lessor, at Lessor's cost and expense, shall furnish to Lessee air
conditioning daily from 8:00 a.m. to 6:00 p.m. Monday thru Friday,
and 8:00 a.m. to 1:00 p.m. on Saturdays (Sundays and Holidays
ALANORTH, L.L.C. OFFICE LEASE 1
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excepted) wherever air conditioning shall be required for the comfortable
occupancy and use of the demised premises.
Included in the Janitor Service referred to in the printed portion of this
lease, Lessor at Lessor's cost and expense, shall furnish to Lessee nightly
cleaning service in accordance with cleaning service schedule (Saturdays,
Sundays and Holidays excepted).
Lessor agrees that Lessee shall have the right to sublease or assign the demised
premises to a reputable tenant, subject to approval by Lessor. Such approval
shall not be unreasonable withheld. Lessee agrees to furnish Lessor with a copy
of said sublease at the time of Lessee's request for approval. Subleasing of
demised premises shall not release Lessee from the obligations of this lease and
Lessee shall remain fully liable for the payment of rent and additional rent due
and to become due hereunder and for the performance of all the covenants,
conditions, agreements and terms contained in this lease on the part of Lessee
to be performed.
All rent must be fully paid, at least fourteen days prior to Lessee's moving out
of the demised premises.
Whenever consent, approval or permission of Lessor may be required under the
provisions of this lease, such consent, approval or permission shall not be
unreasonably withheld or delayed.
Lessor warrants that Lessor has full right and lawful authority to lease to
Lessee the demised premises and hereby consents and agrees to defend the
leasehold right and the title created in Lessee by this lease and this
undisturbed quiet and peaceful possession of the demised premises by Lessee.
Lessee acknowledges and agrees that during such time as Aetna Life Insurance
Company may be Lessor's mortgage lender, Lessee may not terminate this Lease on
account of Lessor's default unless Lessee has sent a copy of its of notice of
default of Aetna Life Insurance Company, Xxx Xxxxx Xxxxxx Xxxxx, X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000, by certified or registered mail, postage prepaid,
and offered Aetna sixty (60) days within which to cure such default; whereupon
Lessee shall not have the right so to terminate this Lease if Aetna obligates
itself so to cure such default by written notice to Lessee given within fifteen
(15) days of Lessee's written notice to Aetna and so cures such default within
said sixty (60) days period.
Real Estate Taxes. Lessee agrees to pay, in addition to the monthly rent
provided herein, additional rent to be made with respect to each calendar year
of the term or portion thereof, if the Ownership Taxes for any year of the term
(including the year I
ALANORTH, L.L.C. OFFICE LEASE 1
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which this lease terminates) reflects a tax in excess of the tax per square foot
of building area as same may be determined based upon the 1996* Tax Xxxx; then
such excess of the tax per square foot so determined shall be paid by Lessee for
the number of square feet of area leased hereunder. Lessor shall deliver to
Lessee a statement containing the necessary information with respect to
Ownership Taxes and Lessee's share thereof, if any shall be due, shall be paid
by Lessee within fifteen (15) days thereafter. The additional taxes for any
fractional year shall be computed on the basis of the most recent ascertainable
tax xxxx paid on or before the termination date of this lease. "Ownership Taxes"
are defined as the general real estate taxes levied or assessed against the land
of the Site and the Building in which the leased premises are located, if any,
levied or assessed against said property limited, however, to the installment
which applies to the calendar year in which paid. There shall be included in
Real Estate Taxes the amount of fees, costs, and expenses including reasonable
attorney fees paid or incurred by Lessor in seeking or obtaining a refund or
reduction in such taxes. The ratio for such adjustment shall be 2600/48,400
square feet. *To be paid in 1997.
Electric Charges. Lessee agrees to pay in addition to the monthly rent provided
herein, additional rent to be made with respect to the electrical charges for
any calendar year of the term or portion thereof. If the electric xxxx for any
one year of the term (including the year in which this lease terminates)
reflects an increase, then Lessee is obligated to pay their proportionate share
of the increase over the base year. Said base year shall be the 1997 total
electric xxxx. Said electrical charges, exclusive of the restaurant, shall be
calculated under the following ratio - 2600 /36,000 square feet.
On or about March 1, 1998 and on or about March 1, of each year thereafter,
Lessor shall furnish to Lessee copies of invoices of electrical charges paid by
the Building for the previous calendar year together with a statement for any
additional rent due pursuant to this paragraph, which additional rent shall be
due and payable within ten (10) days after receipt of such statement.
As security for the faithful performance of the terms and obligations of this
lease, Lessee has deposited with the Lessor the sum of Three Thousand Two
Hundred Fifty ($3,250.00) and no/100ths-- -- DOLLARS. At no time shall said
security deposit be considered as payment of advance rental. Provided that the
Lessee is not in default in the payment of the rent or any other terms of this
lease, Lessor shall return said security deposit to the Lessee within a
reasonable period of time after the expiration of the term hereof. However,
should Lessee default in the terms hereof, the said security deposit shall
thereupon without further notice to Lessee become the sole and exclusive
property of the Lessor and in
ALANORTH, L.L.C. OFFICE LEASE 1
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the event said security deposit shall be insufficient to cover the damages
sustained by the Lessor, Lessor shall have the right to proceed against the
Lessee for the recovery of the balance of the damages due it and shall be
entitled to take any further action against the Lessee by virtue of any existing
statute or in any other manner. In the event the premises are sold or
transferred prior to the expiration of this lease, Lessee agrees that the
aforesaid security deposit may be transferred to the purchaser of said premises
or the grantee thereof and that Lessee shall look to said purchaser or grantee
for the return of said security deposit. All rents, excess taxes, and electrical
charges due and owing under said lease must be paid in full before said security
deposit is returned.
Hazardous Waste. The term "Hazardous Substances", as used in this lease shall
mean pollutants, contaminants, toxic or hazardous wastes, or any other
substances, the use and/or the removal of which is required or the use of which
is restricted, prohibited or penalized by any "Environmental Law", which term
shall mean any federal, state or local law, ordinance or other statute of a
governmental or quasi-governmental authority relating to pollution or protection
of the environment. Tenant hereby agrees that (A) no activity will be conducted
on the premises that will produce any Hazardous Substance, except for such
activities that are part of the ordinary course of Lessee's business activities
(the "Permitted Activities") provided said Permitted Activities are conducted in
accordance with all Environmental Laws and have been approved in advance in
writing by Lessor; Lessee shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (B) the premises will not be used in any manner for the
storage of any Hazardous Substances except for the temporary storage of such
materials that are used in the ordinary course of Lessee's business (the
"Permitted Materials") provided such Materials are property stored in a manner
and location meeting all Environmental Laws and approved in advance in writing
by Lessor; Lessee shall be responsible for obtaining any required permits and
paying any fees and providing any testing required by any governmental agency;
(C) no portion of the premises will be used as a landfill or a dump; (D) Lessee
will not install any underground tanks of any type; (E) Lessee will not allow
any surface or subsurface conditions to exit or come into existence that
constitute, or with the passage of time may constitute a public or private
nuisance; (F) Lessee will not permit any Hazardous Substances to be brought into
the premises, except for the Permitted materials described above, and if so
brought or found located thereon, the same shall be immediately removed, with
proper disposal, and all required cleanup procedures shall be diligently
undertaken pursuant to all Environmental Laws. Lessor or Lessor's representative
shall have the right but not the obligation to enter the premises for the
purpose of inspecting the
ALANORTH, L.L.C. OFFICE LEASE 1
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storage, use and disposal Permitted Materials to ensure compliance with all
Environmental Laws. Should it be determined, in Lessor's sole opinion, that said
Permitted Materials are being improperly stored, used, or disposed of, then
Lessee shall immediately take such correction action as required by Lessor.
Should Lessee fail to take such corrective action within 24 hours, Lessor shall
have the right to perform such work and Lessee shall promptly reimburse Lessor
for any and all costs associated with said work. If at any time during or after
the term of the lease, the premises are found to be so contaminated or subject
to said conditions, Lessee shall diligently institute proper and thorough
cleanup procedures at Lessee's sole cost and Lessee agrees to indemnify and hold
Lessor harmless from all claims, demands, actions, liabilities, costs, expenses,
damages, and obligations of any nature arising from or as a result of the use of
the premises by Lessee. The foregoing indemnification and the responsibility of
Lessee shall survive the termination or expiration of this Lease.
Casualty Insurance. Tenant agrees at all times during the term hereof at its
expense to keep its merchandise, fixtures, equipment, leasehold improvements and
other property situated within the Premises insured against fire, with extended
coverage to the extent of at least 80% of the replacement value thereof. Tenant
further agrees that, at all times, when a "boiler" as that term is defined for
the purposes of boiler insurance, is located on premises insurance with policy
limits of not less than $100,000 insuring both Landlord and tenant against loss
or liability caused by the operation or malfunction of such boiler shall be
required. Such insurance shall be carried with companies satisfactory to
Landlord, and shall be in form satisfactory to Landlord. Tenant shall obtain a
written obligation of each insurance company to notify Landlord at lease 30 days
prior to modification, change, or cancellation of such insurance. Such policies
or duly executed certificates of insurance shall be delivered to Landlord prior
to the commencement of Tenant's occupancy hereunder and renewals thereof as
required shall be delivered to Landlord at least 3 days prior to the expiration
of the respective policy terms.
The proceeds to Tenant of such insurance shall not be used, except with the
consent of Landlord, for any purpose other than the repair or replacement of
merchandise, fixtures, equipment, leasehold improvements and other property
situated within the Premises.
Liability Insurance. Tenant agrees to carry during the term hereof public
liability insurance in respect of the Premises written by a company satisfactory
to Landlord providing comprehensive general liability (including bodily injury
and property damage coverage) with a broad form coverage endorsement and a
combined single limit of at least $1 million. Such insurance shall name
Landlord, its agents, beneficiaries, and employees as additional insured parties
ALANORTH, L.L.C. OFFICE LEASE 1
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and shall provide that Landlord shall be given a minimum of 30 days notice by
the insurance company prior to cancellation, termination or change of such
insurance. Tenant shall provide Landlord with copies of the policies or
certificates evidencing that such insurance is in full force and effect and
stating the terms thereof.
Indemnity. Tenant shall indemnify, defend and hold harmless Landlord, its agents
and employees,(except for Landlord's gross negligence or willful misconduct),
from and against all claims, liabilities, losses, damages and expenses,
including attorneys fees and court costs, for injury to or death of any person
or loss of or damage to property in or upon the Premises and including the
person and property of Tenant, if caused or contributed to by Tenant, its
employees, agents, invitees, licensees or others, it being understood and agreed
that all property kept, stored, or maintained in or upon the Premises, shall be
at risk of Tenant. Landlord shall indemnify hold harmless and defend Tenant
(except for Tenant's gross negligence or willful misconduct) against all claims,
losses or liabilities for injury or death to any person or for damage to or loss
of use of any property arising out of any occurrence in, on or about the
Building or land (other than the Premises) if caused by Landlord or Landlord's
agents, (other tenants or their invitees or agents shall not be considered
Landlord's agents). Such indemnification shall include and apply to attorney's
fees, investigation costs, and other costs actually incurred by the Tenant. Such
indemnification shall include and apply to attorney's fees, investigation costs,
and other costs actually incurred by Landlord.
Substitution. Landlord reserves the right, upon thirty (30) days written notice
to Tenant, to substitute other premises within the building for the premises
described above. The substituted premises shall contain at least the same square
footage as the leased premises, shall contain comparable Tenant improvements,
and the rental shall be at the then current rate for such space, but in no way
to exceed the rental specified herein. Landlord shall pay all reasonable moving
expenses of Tenant inciden__ to such substitution of premises.
From and after a default in the payment of rent or other money due Lessor under
this Lease, at the option of Lessor, Lessee shall thereafter pay all sums due
Lessor by cashier's or certified check.
1.Lessor, at Lessor's cost and expense shall demolish six perimeter offices and
one coat closet per Exhibit "A" at a cost of
______________.
2.Lessor, at Lessor's cost and expense, shall patch, paint and recarpet using
building standard paint and carpet.
ALANORTH, L.L.C. OFFICE LEASE 1
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3.Lessee shall have the right to terminate this lease at the end of the third
(3rd) year with six (6) months written notice and a check paying Landlord's
unamortized remodeling cost amortized on a straight line basis.
4.Lessor shall provide Lessee with Landlord's remodeling costs within 30 days of
the commencement of the term.
0.Xx the event that Landlord/Lessor must enter the Premises for any reason,
Landlord/Lessor must provide Lessee reasonable notice prior to entry.
THIS RIDER IS ATTACHED TO AND MADE PART OF A CERTAIN OFFICE LEASE dated October
6, 1997 by and between THE TAKIFF PROPERTIES GROUP LTD. #2 Xxxxxxx Xxxxxx,
General Partner, with Xxxxxxx & Sons Ltd. As Managing Agent as Lessor and ALARON
TRADING CORP. as Lessee for the office space commonly known as 000 XXXXXX
XXXXXXXXX, XXXXX #000, XXXXXXXXXX, XXXXXXXX 00000, for a term commencing
December 1, 1997 and ending November 30, 2002.
LESSOR: LESSEE:
THE TAKIFF PROPERTIES GROUP LTD. ALANORTH, L.L.C
#2, Xxxxxxx Xxxxxx, General
Partner, with Xxxxxxx & Sons Ltd.
as Managing Agent
BY:____________________________ BY:__________________________
Its Duly Authorized Agent
* Landlord shall indemnify, hold harmless and defend Tenant (except for
Tenant's gross negligence or willful misconduct) against all claims, losses
or liabilities, for injury or death to any person or for damage to or loss
of use of any property arising out of any occurrence in, on or about the
Building or land (other than the Premises) if caused by Landlord or
Landlord's agents, (other tenants or their invitees or agents shall not be
considered Landlord's agents). Such indemnification shall include and apply
to attorney's fees, investigation costs, and other costs actually incurred
by the Tenant.
ALANORTH, L.L.C. OFFICE LEASE 1
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THIS PAGE FOR BUILDING PLAN
000 Xxxxxx Xxxx., Xxxxxxxxxx, XX
Suite 407
2,600 sq. ft. Rentable
$15.00 sq. ft./$3,250.00 mo
XXXXXXX & SONS REALTORS 498-6000
Xxxx Xxxxx
Sales Manager
43.333 Xxxxxx Xxxxxxxxx - Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000 (000) 000-0000
Northbrook Fax
ALANORTH, L.L.C. OFFICE LEASE 1
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