Exhibit 10.1
EIGHTH AMENDMENT TO LEASE
FOR
CORPORATE 500 CENTRE
This Eighth Amendment to Lease (the "Agreement") is made
and entered as of the 9th day of April, 1999 by and between
CORNERSTONE DEERFIELD, LLC, a Delaware limited liability
company ("Landlord") and MMI COMPANIES, INC., a Delaware
corporation ("Tenant").
Recitals
A. American National Bank and Trust Company of
Chicago, not individually, but solely as Trustee under a
certain Trust Agreement dated the 30th day of July, 1985
("Original Landlord") and Tenant entered into a Lease dated
the 7th day of December, 1990 (the "Original Lease"). The
Original Lease has been amended by:
(1) a First Amendment to Lease dated August, 1992;
(2) a Second Amendment to Lease dated October, 1994;
(3) a Third Amendment to Lease dated January 1996;
(4) a Fourth Amendment to Lease dated June, 1996;
(5) a Fifth Amendment to Lease dated July, 1996;
(6) a Sixth Amendment to Lease dated March, 1997 (the
"Sixth Amendment"); and,
(7) a Seventh Amendment to Lease dated as of June 12,
1997.
The Original Lease, as so amended by the First through
the Seventh Amendments is herein referred to as the "Lease".
In accordance with the provisions of the Lease, Tenant leases
from Landlord 135,590 rentable square feet (the "Premises")
on the First, Third, Fourth, Fifth and Sixth floors of the
office building located at 000 Xxxx Xxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx (the "Building") in the Corporate 500 Complex
consisting of four (4) office buildings (the "Complex") owned
by Landlord. Capitalized terms not otherwise defined in this
Agreement shall have the meaning given them in the Lease.
B. Landlord has acquired the Building from Original
Landlord and is successor-in-interest to Original Landlord.
C. The Term of the Lease is scheduled to end on June
30, 2006 (the "Termination Date").
D. Landlord and Tenant desire to amend the Lease to
(i) extend the Term of the Lease, (ii) change the Base Rent
payable by Tenant under the Lease, (iii) delete some of the
existing provisions contained in the Lease, (iv) add new
provisions to the Lease, and (v) make certain other changes,
all as hereinafter contained in this Agreement.
NOW THEREFORE, in consideration of the mutual promises
contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. EXTENSION OF TERM. The Term of the Lease for the entire
Premises is hereby extended to end December 31, 2009 (as so
extended, the "Termination Date").
2. REVISED BASE RENT. The amount of the Base Rent payable
by Tenant as shown on Exhibit A-1 of the Sixth Amendment
amended and is replaced with the amount of Base Rent shown on
Exhibit A-1 attached hereto and made a part of the Lease,
effective (being called either the "Rent Effective Date" or
the "RED") as of (a) April 1, 1999, if this Agreement is
signed by Tenant without change and returned to Landlord on
or before April 9, 1999, or (b) the date Tenant signs and
returns this Agreement to Landlord without change, if this
Agreement is not returned to Landlord signed by Tenant
without change by April 9, 1999.
3. CONDITION OF PREMISES AND CONSTRUCTION IN PREMISES. On
the date of this Agreement Tenant shall take the Premises in
their existing "AS IS" condition. Tenant shall have the
right to make alterations in the Premises in accordance with
the provisions of Section 9 C of the Original Lease at
Tenant's sole cost and expense.
4. PARKING. In accordance with the provisions of Tenant
leases forty (40) parking spaces in the subterranean garage
in the Building. As of the date of this Agreement the fair
market rental payable by Tenant for such parking spaces is
$40.00 per parking space, which parking rental of $40.00 per
parking space shall remain in effect through the Termination
Date.
5. DELETION OF CERTAIN SECTIONS CONTAINED IN ORIGINAL
LEASE. Effective as of the date of this Agreement the
following Sections are hereby deleted from the Original
Lease:
a.) Section 28. RIGHT TO EXTEND TERM,
b.) Section 29. EXPANSION SPACE, and
c.) Section 30. CANCELLATION OPTION.
6. RIGHT OF FIRST OFFER. The following right of first
offer is added as a new Section 37 in the Lease effective as
of the date of this Agreement:
"37. RIGHT OF FIRST OFFER.
(a) Provided that (a) MMI Companies, Inc. has not assigned
this Lease (it being intended that all rights pursuant to
this Section 37 are and shall be personal to the original
Tenant under this Lease and shall not be transferable or
exercisable for the benefit of any Transferee), (b) MMI
Companies, Inc. at any single time has subleased no more than
25,000 rentable square feet in the Premises, and (c) Tenant
is not in default under the Lease at the time of the exercise
of any such right or at any time thereafter until delivery of
possession of the space to Tenant, subject to any and all
rights granted by Landlord prior to the date hereof with
respect to such space (including renewal and extension rights
and rights of first offer, first negotiation, first refusal
or other expansion rights), and subject to Landlord's right
to extend or renew any then existing lease of the space or
otherwise to lease the space to any tenant, subtenant or
other occupant of the space, then at any time up to, but not
beyond, September 30, 2009, Tenant shall have a continuous
right of first offer to lease the following space in the
respective buildings: Any space as it becomes available in
the two (2) buildings (together, the "Buildings") located at
(x) 000 Xxxx Xxxx Xxxx, Xxxxxxxxx, XX, and (y) 000 Xxxx Xxxx
Xxxx, Xxxxxxxxx, XX.
(b) Such right of first offer (i) may only be
exercised with respect to space which becomes vacant
during the Term following expiration or other
termination of the previous lease, and (ii) may only
be exercised with respect to all of the space being
offered by Landlord (each such space, as it becomes
available pursuant to the provisions of this Section
37, being called the "Right of First Offer Space").
If Tenant has not exercised the right of first offer
for any specific Right of First Offer Space by
September 30, 2009, then the right of first offer
contained in this Section 37 shall expire September
30, 2009 for all remaining space in the Buildings.
If any space qualifying for such right of first offer
becomes available, Landlord shall offer to lease such
Right of First Offer Space to Tenant at the Base Rent
contained in subsection (c) of this Section 37.
Tenant shall take the Right of First Offer Space in
it's then existing "AS IS" condition without any work
to be done by Landlord; and Landlord shall not be
obligated to contribute any money towards Tenant
making alterations in the Right of First Offer Space.
The Term of the Right of First Offer Space shall
expire at the Termination Date, subject to extension
as part of the Premises pursuant to the provisions
contained in Section 39 of the Lease (as amended
herein). Tenant shall have ten (10) Business Days
following receipt of Landlord's offer with respect to
any such specific Right of First Offer Space within
which to notify Landlord in writing of its intention
to lease such specific Right of First Offer Space,
and such notice, if given by Tenant, shall constitute
an acceptance of Landlord's terms for the lease of
such Right of First Offer Space. If Tenant exercises
such right of first offer, the Right of First Offer
Space to be leased by Tenant shall be leased on the
same terms and conditions as are contained in the
Lease except for the economic and other terms
contained in subsection (c) of this Section 37, and
the parties shall execute an amendment to the Lease
to include such Right of First Offer Space in the
Premises and otherwise to provide for the leasing of
such Right of First Offer Space on such terms. If
Tenant fails so to exercise Tenant's right of first
offer within such ten (10) Business Day period,
Landlord may thereafter lease such Right of First
Offer Space to other prospective tenants.
(c) Base Rent for Right of First Offer Space:
(i) Base Rent Payable for any Space on
which the Right of First Offer is Exercised
prior to April 1, 2004:
If, with respect to any specific Right of
First Offer Space, Tenant exercises the
right of first offer prior to April 1,
2004, then the Base Rent payable by Tenant
for such specific Right of First Offer
Space shall be determined by multiplying
the rentable area in such Right of First
Offer Space times the monthly rent per
square foot, as such rent from time to time
changes, as Tenant is paying under the
Lease, as amended herein.
(ii) Base Rent Payable for any Space on
which the Right of First Offer is Exercised
on or after April 1, 2004:
If, with respect to any specific Right of
First Offer Space, Tenant exercises the
right of first offer on or after April 1,
2004, then Landlord shall not be obligated
to contribute funds toward the cost of any
remodeling, renovation, alteration or
improvement work in the Premises the Base
Rent payable by Tenant for such specific
Right of First Offer Space shall be the
then Fair Market Base Rental (as defined
below) for the Right of First Offer Space
for the space and term involved, which
shall be determined as set forth below.
(1) "Fair Market Base Rental"
shall mean the "fair market" Base Rent at
the time or times in question for the
applicable space, based on the prevailing
rentals then being charged to tenants in
the Buildings and tenants in other office
buildings in the Complex for leases with
terms equal to the term for the Right of
First Offer Space, taking into account the
creditworthiness and financial strength of
the tenant, the financial guaranties
provided by the tenant (if any), the value
of market concessions (including the value
of construction, renovation, moving and
other allowances or rent credits), the
desirability, location in the building,
size and quality of the space, tenant
finish allowance and/or tenant
improvements, included services, operating
expenses and tax and expense stops or other
escalation clauses, and brokerage
commissions, for the space in the Buildings
for which Fair Market Base Rental is being
determined and for comparable space in the
Complex which are being used for
comparison. Fair Market Base Rental shall
also reflect the then prevailing rental
structure for leases being used for
comparison, so that if, for example, at the
time Fair Market Base Rental is being
determined the prevailing rental structure
for comparable space and for comparable
lease terms includes periodic rental
adjustments or escalations, Fair Market
Base Rental shall reflect such rental
structure.
(2) Landlord and Tenant shall
endeavor to agree upon the Fair Market Base
Rental. If they are unable to so agree
within ten (10) days after receipt by
Landlord of Tenant's notice of exercise of
the right of first offer, Landlord and
Tenant shall mutually select a licensed
real estate broker who is active in the
leasing of office space in the general
vicinity of the Buildings. Landlord shall
submit Landlord's determination of Fair
Market Base Rental and Tenant shall submit
Tenant's determination of Fair Market Base
Rental to such broker, at such time or
times and in such manner as Landlord and
Tenant shall agree (or as directed by the
broker if Landlord and Tenant do not
promptly agree). The broker shall select
either Landlord's or Tenant's determination
as the Fair Market Base Rental, and such
determination shall be binding on Landlord
and Tenant. If Tenant's determination is
selected as the Fair Market Base Rental,
then Landlord shall bear all of the
broker's cost and fees. If Landlord's
determination is selected as the Fair
Market Base Rental, then Tenant shall bear
all of the broker's cost and fees.
(3) If the Fair Market Base Rental for any Right of First
Offer Space has not been determined at such time as Tenant
is obligated to pay Base Rent for such Right of First Offer
Space, then pending any such determination Tenant shall pay
the same Base Rent per square foot in the Right of First
Offer Space as Tenant is then paying for the existing
Premises; provided, that upon the determination of the
applicable Fair Market Base Rental, any shortage of Base
Rent paid, together with interest at the rate specified
in the Lease, shall be paid to Landlord by Tenant.
(d) If Tenant does not lease the specific Right
of First Offer Space from Landlord when the specific
Right of First Offer Space is first offered to Tenant
by Landlord, then Landlord shall be free to lease
such Right of First Offer Space to other parties, and
Tenant's right of first offer for such specific Right
of First Offer Space shall be reinstated pursuant to
the provisions of this Section 37 only after such
specific Right of First Offer Space becomes available
following Landlord's leasing of such Right of First
Offer Space to a third party. After Landlord has
leased such specific Right of First Offer Space to a
third party Tenant shall have no further right to
lease such specific Right of First Offer Space until
such specific Right of First Offer Space becomes
available pursuant to the provisions of this Section
37."
6. EXPANSION OPTION. The following expansion option is
added as a new Section 38 in the Lease effective as of the
date of this Agreement:
"38. EXPANSION OPTION.
(a) Provided that (a) MMI Companies, Inc. has
not assigned this Lease (it being intended that all
rights pursuant to this Section 38 are and shall be
personal to the original Tenant under this Lease and
shall not be transferable or exercisable for the
benefit of any Transferee), (b) MMI Companies, Inc.
at any single time has subleased no more than 25,000
rentable square feet in the Premises, and (c) Tenant
is not in default under this Lease on the date of
exercise or at any time thereafter until the
commencement of the Term with respect to the
Expansion Space, Tenant shall have the following
option ("Expansion Option") to lease the entire space
currently leased by Deluxe Video (formerly known as
Rank Video & Retail Services, Inc.) containing 30,598
rentable square feet ("Expansion Space") on the
second floor of the Building, by giving Tenant's
Expansion Notice (as hereinafter defined) exercising
such Expansion Option pursuant to the provisions of
subsection (c) of this Section 38.
(b) The Expansion Option is subordinate and is
subject to the Right of First Offer contained in
Section 37 of the Lease, as amended herein. If prior
to July 1, 2004 Landlord offers the Expansion Space
to Tenant pursuant to the provisions of Section 37,
and Tenant elects to not lease the Expansion Space
under the Right of First Offer, then there shall be
no effect on the Expansion Option contained in this
Section 38. If on or after July 1, 2004 Landlord
offers the Expansion Space to Tenant pursuant to the
provisions of Section 37, and Tenant refuses to
lease the Expansion Space pursuant to the provisions
of the Right of First Offer, then the Expansion
Option shall become void. If Tenant leases the
Expansion Space pursuant to the Right of First Offer
(whether before or after July 1, 2004), then Tenant's
leasing of the Expansion Space pursuant to the Right
of First Offer shall supercede the provisions of this
Expansion Option, in which event the Expansion Option
shall become void.
(c) Tenant shall exercise the Expansion Option,
if at all, by giving Landlord written notice
("Tenant's Expansion Option Notice") exercising the
Expansion Option at least eighteen (18) months, but
more than twenty-four (24) months, prior to July 1,
2006.
(d) If Tenant effectively exercises the Expansion Option,
then Landlord agrees to deliver the Expansion Space to Tenant
between July 1, 2006 and September 30, 2006, inclusive; and
Landlord agrees to use commercially reasonable efforts to
deliver to Tenant possession of the Expansion Space on July
1, 2006 or promptly thereafter.
(e) The exercise by Tenant of the Expansion
Option shall be irrevocable and shall be for the
entire Expansion Space. If Tenant exercises the
Expansion Option, then effective on the Expansion
Space Commencement Date (as hereinafter defined), the
entire Expansion Space shall be deemed to be leased
under the terms and conditions of the Lease and shall
constitute a portion of the Premises for all purposes
of the Lease. No further instrument shall be
required to make such lease of the Expansion Space
effective; provided that Landlord and Tenant shall,
if requested by either party, execute and acknowledge
an instrument confirming the lease of such Expansion
Space. The Expansion Option shall terminate if not
exercised precisely in the manner provided herein,
and if Tenant fails to exercise the Expansion Option,
then the Expansion Option shall automatically
terminate.
(f) The lease of any Expansion Space shall be
on all the terms and conditions set forth in the
Lease and all Exhibits thereto, except that:
(i) The entire Expansion Space shall be
delivered to Tenant in an "as is" condition;
(ii) Landlord shall provide Tenant an
allowance ("Expansion Allowance") for construction of
alterations in the Expansion Space pursuant to the
provisions of Section 9 C of the Original Lease. The
Expansion Allowance shall be equal to allowances
being then paid to tenants in the Building and
tenants in other office buildings in the Complex, for
leases with terms equal to the term under the
Expansion Option, taking into account the
creditworthiness and financial strength of the
tenant, the financial guaranties provided by the
tenant (if any), the size and quality of the space,
the quality of the tenant improvements, for the space
in the Building for which the Expansion Allowance is
being determined and for comparable space in the
Complex which are being used for comparison.
(iii) The term of the Lease with
respect to any Expansion Space shall commence
("Expansion Space Commencement Date") upon delivery
of the Expansion Space to Tenant and shall expire on
the Expiration Date for the original Premises;
provided, however, that if Tenant is granted any
option to extend the term of the Lease with respect
to the original Premises, such option(s) shall also
apply to any Expansion Space leased by Tenant at the
commencement of the Extension Period, and the options
to extend may only be exercised with respect to the
entire Premises, including the Expansion Space; and
(iv) The Base Rent for the Expansion Space
shall commence on the Expansion Space Commencement
Date and shall be the then Fair Market Base Rental
(as defined below) for the Expansion Space, which
shall be determined as set forth below.
(v) "Fair Market Base Rental" shall mean
the "fair market" Base Rent at the time or times in
question for the Expansion Space, based on the
prevailing rentals then being charged to tenants in
the Building and tenants in other office buildings in
the Complex for leases with terms equal to the term
for the Expansion Space, with a construction
allowance equal to the Expansion Allowance, taking
into account the creditworthiness and financial
strength of the tenant, the financial guaranties
provided by the tenant (if any), the value of market
concessions (including the value of construction,
renovation, moving and other allowances or rent
credits), the desirability, location in the building,
size and quality of the space, tenant finish
allowance and/or
escalation clauses, and brokerage commissions, for
the space in the Building for which Fair Market Base
Rental is being determined and for comparable space
in the buildings in the Complex which are being used
for comparison. Fair Market Base Rental shall also
reflect the then prevailing rental structure for
leases being used for comparison, so that if, for
example, at the time Fair Market Base Rental is being
determined the prevailing rental structure for
comparable space and for comparable lease terms
includes periodic rental adjustments or escalations,
Fair Market Base Rental shall reflect such rental
structure.
(vi) Landlord and Tenant shall endeavor to
agree upon the Fair Market Base Rental. If they are
unable to so agree within thirty (30) days after
receipt by Landlord of Tenant's notice of exercise of
the Extension Option, Landlord and Tenant shall
mutually select a licensed real estate broker who is
active in the leasing of office space in the general
vicinity of the Property. Landlord shall submit
Landlord's determination of Fair Market Base Rental
and Tenant shall submit Tenant's determination of
Fair Market Base Rental to such broker, at such time
or times and in such manner as Landlord and Tenant
shall agree (or as directed by the broker if Landlord
and Tenant do not promptly agree). The broker shall
select either Landlord's or Tenant's determination as
the Fair Market Base Rental, and such determination
shall be binding on Landlord and Tenant. If Tenant's
determination is selected as the Fair Market Base
Rental, then Landlord shall bear all of the broker's
cost and fees. If Landlord's determination is
selected as the Fair Market Base Rental, then Tenant
shall bear all of the broker's cost and fees.
6. EXTENSION OPTIONS. The following extension option is
added as a new Section 39 in the Lease effective as of the
date of this Agreement:
"39. EXTENSION OPTION.
Provided that (a) MMI Companies, Inc. has not
assigned this Lease (it being intended that all
rights pursuant to this Section 39 are and shall be
personal to the original Tenant under this Lease and
shall not be transferable or exercisable for the
benefit of any Transferee), (b) MMI Companies, Inc.
at any single time has subleased no more than 25,000
rentable square feet in the Premises, and (c) Tenant
is not in default under this Lease at the time of
exercise or at any time thereafter until the
beginning of any such extension of the Term, Tenant
shall have the option (the "Extension Option") to
extend the Term for two (2) additional consecutive
periods of five (5) years (each an "Extension
Period"), by giving written notice to Landlord of the
exercise of any such Extension Option at least twelve
(12) months, but not more than fifteen (15) months,
prior to the expiration of the initial Term or the
prior Extension Period, as the case may be. The
exercise of any Extension Option by Tenant shall be
irrevocable and shall cover the entire Premises
leased by Tenant pursuant to this Lease. Upon such
exercise, the term of the Lease shall automatically
be extended for the applicable Extension Period
without the execution of any further instrument by
the parties; provided that Landlord and Tenant shall,
if requested by either party, execute and acknowledge
an instrument confirming the exercise of the
Extension Option. Any Extension Option shall
terminate if not exercised precisely in the manner
provided herein. Any extension of the Term shall be
upon all the terms and conditions set forth in this
Lease and all Exhibits thereto, except that:
(i) Tenant shall have no further option to extend the
Term of the Lease, other than as specifically set
forth herein; (ii) Landlord shall not be obligated to
contribute funds toward the cost of any remodeling,
renovation, alteration or improvement work in the
Premises; and (iii) Base Rent for any such Extension
Period shall be ninety-five percent (95%) of the then
Fair Market Base Rental (as defined below) for the
Premises for the space and term involved, which shall
be determined as set forth below.
(a) "Fair Market Base Rental" shall mean the
"fair market" Base Rent at the time or times in
question for the applicable space, based on the
prevailing rentals then being charged to tenants in
the Building and tenants in other office buildings in
the Complex for leases with terms equal to the
Extension Period, taking into account the
creditworthiness and financial strength of the
tenant, the financial guaranties provided by the
tenant (if any), the value of market concessions
(including the value of construction, renovation,
moving and other allowances or rent credits), the
desirability, location in the building, size and
quality of the space, tenant finish allowance and/or
tenant improvements, included services, operating
expenses and tax and expense stops or other
escalation clauses, and brokerage commissions, for
the space in the Building for which Fair Market Base
Rental is being determined and for comparable space
in the buildings in the Complex which are being used
for comparison. Fair Market Base Rental shall also
reflect the then prevailing rental structure for
leases being used for comparison, so that if, for
example, at the time Fair Market Base Rental is being
determined the prevailing rental structure for
comparable space and for comparable lease terms
includes periodic rental adjustments or escalations,
Fair Market Base Rental shall reflect such rental
structure.
(b) Landlord and Tenant shall endeavor to agree
upon the Fair Market Base Rental. If they are unable
to so agree within thirty (30) days after receipt by
Landlord of Tenant's notice of exercise of the
Extension Option, Landlord and Tenant shall mutually
select a licensed real estate broker who is active in
the leasing of office space in the general vicinity
of the Property. Landlord shall submit Landlord's
determination of Fair Market Base Rental and Tenant
shall submit Tenant's determination of Fair Market
Base Rental to such broker, at such time or times and
in such manner as Landlord and Tenant shall agree (or
as directed by the broker if Landlord and Tenant do
not promptly agree). The broker shall select either
Landlord's or Tenant's determination as the Fair
Market Base Rental, and such determination shall be
binding on Landlord and Tenant. If Tenant's
determination is selected as the Fair Market Base
Rental, then Landlord shall bear all of the broker's
cost and fees. If Landlord's determination is
selected as the Fair Market Base Rental, then Tenant
shall bear all of the broker's cost and fees.
(c) In the event the Fair Market Base Rental
for any Extension Period has not been determined at
such time as Tenant is obligated to pay Base Rent for
such Extension Period, Tenant shall pay as Base Rent
pending such determination, the Base Rent in effect
for such space immediately prior to the Extension
Period; provided, that upon the determination of the
applicable Fair Market Base Rental, any shortage of
Base Rent paid, together with interest at the rate
specified in the Lease, shall be paid to Landlord by
Tenant.
(d) The term of this Lease, whether consisting
of the Initial Term alone or the Initial Term as
extended by any Extension Period (if any Extension
Option is exercised), is referred to in this Lease as
the "Term.""
7. LANDLORD'S LIABILITY. Effective as of the date of this
Agreement Sections 35 (including all references thereto in
the amendments to the Original Lease) and 36 of the Original
Lease are deleted in their entirety, and the following new
Section 35 is added to the Lease:
"35. LANDLORD'S LIABILITY. The term "Landlord," as
used in this Lease, shall mean only the owner or
owners of the Building at the time in question. In
the event of any conveyance of title to the Building,
then from and after the date of such conveyance, the
transferor Landlord shall be relieved of all
liability with respect to Landlord's obligations to
be performed under this
Lease after the date of such conveyance.
Notwithstanding any other term or provision of this
Lease, the liability of Landlord for its obligations
under this Lease is limited solely to Landlord's
interest in the Building as the same may from time to
time be encumbered, and no personal liability shall
at any time be asserted or enforceable against any
other assets of Landlord or against Landlord's
partners or members or its or their respective
partners, shareholders, members, directors, officers
or managers on account of any of Landlord's
obligations or actions under this Lease."
8. BROKER. Landlord shall pay the fee or commission of the
broker, CB Xxxxxxx Xxxxx (the "Broker") in accordance with
Landlord's separate written agreement with the Broker, if
any. Tenant warrants and represents to Landlord that in the
negotiating or making of this Agreement neither Tenant nor
anyone acting on Tenant's behalf has dealt with any broker or
finder who might be entitled to a fee or commission for this
Agreement other than the Broker. Tenant shall indemnify and
hold Landlord harmless from any claim or claims, including
costs, expenses and attorney's fees incurred by Landlord
asserted by any other broker or finder for a fee or
commission based upon any dealings with or statements made by
Tenant or Tenant's Representatives.
9. RATIFICATION OF LEASE. The Lease, as modified by this
Agreement, remains in full force and effect, and Landlord and
Tenant ratify the same. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective
successors and assigns.
If Tenant is a corporation or a partnership, each of the
persons executing this Agreement on behalf of Tenant warrants
and represents that Tenant is a duly authorized and existing
entity that Tenant has full right and authority to enter into
this Agreement and that the persons signing on behalf of
Tenant are authorized to do so and have the power to bind
Tenant to this Agreement. Tenant shall provide Landlord,
upon request, with evidence reasonably satisfactory to
Landlord confirming the foregoing representations.
Except as herein amended, the Lease remains unchanged
and is in full force and effect in accordance with the terms
and provisions contained therein.
This Eighth Amendment is hereby executed and delivered
in multiple counterparts, each of which shall have the force
and effect of an original.
LANDLORD:
CORNERSTONE DEERFIELD LLC,
a Delaware limited liability company
By: CORNERSTONE PROPERTIES LIMITED PARTNERSHIP,
its sole member
By: CORNERSTONE
PROPERTIES, INC.,
its general partner
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Manager
TENANT:
MMI COMPANIES, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and Chief Financial
Officer
