EXHIBIT 10.10
LEASE
THIS LEASE made as of the 17th day of November, 2000 by and between BROOKLYN
HEIGHTS BUSINESS PARK LIMITED, an Ohio limited liability company, having a
principal office c/o Chelm Properties, 00000 Xxxxxx Xxxx, Xxxxx, Xxxx 00000
(the "Landlord") and ASSET ACCEPTANCE CORP, a Michigan corporation, having a
principal office at 0000 Xxxxxx Xx., Xxxxxx, XX 00000 (the "Tenant").
WITNESSETH:
ARTICLE I
PREMISES
1.1 Premises. Landlord, in consideration of the rents to be paid and
the covenants and agreements to be performed and observed by Tenant, does hereby
lease unto Tenant, and Tenant does hereby lease and take from Landlord, a
portion of the building (the "Building") located at 000 Xxxxxxxxx Xxxxx in the
City of Brooklyn Heights, County of Cuyahoga, and State of Ohio, located on the
real property (the "Land") more particularly described in Exhibit "A" attached
hereto and made a part hereof. The Land and the Building are hereinafter
sometimes jointly referred to as the "Property". The portion of the Building
being leased by Tenant hereunder contains approximately 11,525 square feet of
gross floor area (the "Premises"), as more particularly depicted on the site
plan attached hereto as Exhibit "B" and made a part hereof.
1.2 Common Areas. Tenant, its employees, customers, licensees and
invitees, shall have a non-exclusive license and right to use, in common with
Landlord and all tenants of the Building and their respective employees,
customers, licensees and invitees, all parking areas, access roads, truck ways,
driveways, loading docks and areas, sidewalks, ramps, landscaped areas,
hallways, stairways and other areas, facilities and improvements which may be
provided by Landlord for the general use in common of tenants of the Building
and their employees, customers, licensees and invitees (collectively, the
"Common Areas").
ARTICLE II
TERM
2.1 Term. The term of this Lease shall be for a period of five (5)
years, commencing on the Commencement Date (as hereinafter defined) and ending
on the last day of the fifth (5th) Lease Year (as hereinafter defined)
thereafter.
2.2 Commencement Date. The "Commencement Date" of this Lease shall be
the earlier of (i) the Date of Delivery of Possession (as hereinafter defined)
or (ii) Tenant's opening for business in the Premises. Notwithstanding the
foregoing, in any case, the Commencement Date shall not occur prior to February
1, 2001.
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2.3 Date of Delivery of Possession. The "Date of Delivery of
Possession" shall be the day after Landlord's Work (as hereinafter defined) is
completed to the extent reasonably required for the installation by Tenant of
Tenant's fixtures, furnishings and equipment. Landlord shall give Tenant written
notice of the Date of Delivery of Possession. Notwithstanding anything contained
in this Lease to the contrary, all obligations of Tenant under this Lease shall
commence upon the Date of Delivery of Possession, except for Tenant's
obligations to pay Fixed Rent and Operating Expenses, which shall commence on
the Commencement Date. Notwithstanding the foregoing, Tenant, provided that they
are not open for business and do not interfere with Landlord's ability to
complete Landlord's Work, shall have the right to occupy the Premises two weeks
prior to the Commencement Date for the purposes of inspection and equipment
installation. Upon such occupancy, all terms and conditions of the Lease (other
than Base Rent and Additional Rent during the two week period) shall be in full
force and effect.
2.4 Lease Year. The first "Lease Year" shall be a period of twelve (12)
calendar months from the Commencement Date, except that if the Commencement Date
shall be other than the first day of a calendar month, the first Lease Year
shall include the period from the Commencement Date to the end of the calendar
month in which the Commencement Date occurs (the "First Partial Month") plus the
following twelve (12) calendar months. Each Lease Year after the first Lease
Year shall be a successive period of twelve (12) consecutive calendar months.
ARTICLE III
RENT
3.1 Fixed Rent. Tenant agrees to pay to Landlord, without demand,
notice or set-off, as a fixed rent (the "Fixed Rent"):
3.1.1 the sum One Hundred Thirty Eight Thousand Three Hundred and
00/100 dollars ($138,300.00) per Lease Year, payable in fixed equal monthly
installments of Eleven Thousand Five Hundred Twenty Five and 00/100 ($11,525.00)
on the first day of each and every calendar month during the first Lease Year;
provided, however, that if the first Lease Year includes a First Partial Month,
then Tenant shall in addition pay a prorated monthly installment of Fixed Rent
for such First Partial Month together with the first regular monthly installment
on the Commencement Date;
3.1.2 the sum of One Hundred Forty One Thousand One Hundred Eighty One
and 20/100 ($141,181.20) per Lease Year, payable in fixed equal monthly
installments of Eleven Thousand Seven Hundred Sixty Five and 10/100 Dollars
($11,765.10) on the first day of each and every calendar month during the second
Lease Year; and
3.1.3 the sum of One Hundred Forty Four Thousand Sixty Two and 40/100
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Dollars ($144,062.40) per Lease Year, payable in fixed monthly installments of
Twelve Thousand Five and 20/100 Dollars ($12,005.20) on the first day of each
and every calendar month during the third Lease Year; and
3.1.4 the sum of One Hundred Forty Six Thousand Nine Hundred Forty
Three and 72/100 Dollars ($146,943.72) per Lease Year, payable in fixed equal
monthly installments of Twelve Thousand Two Hundred Forty Five and 31/100
Dollars ($12,245.31) on the first day of each and every calendar month during
the fourth Lease Year; and
3.1.5 the sum of One Hundred Forty Nine Thousand Eight Hundred Twenty
Five and 04/100 Dollars ($149,825.04 per Lease Year, payable in fixed monthly
installments of Twelve Thousand Four Hundred Eighty Five and 42/100 Dollars
($12,485.42) on the first day of each and every calendar month during the fifth
Lease Year.
3.2 Security Deposit. Tenant agrees to deposit, concurrently upon
execution of this Lease by Tenant, the sum of Twelve Thousand Two Hundred Forty
Five and 31/100 Dollars ($12,245.31), which entire sum Tenant agrees shall be
applied to any damages incurred by Landlord for any breach of any of the
conditions or covenants of this Lease. Tenant further agrees that no portion of
the sum deposited by virtue of this Section shall be used for rent. Tenant also
agrees that there shall be deducted from any returnable portion of the aforesaid
deposit reasonable attorney fees and expenses incurred by Landlord in the
enforcement of any provision of this Lease. Tenant shall be entitled to a refund
of the aforesaid deposit from Landlord without interest after vacation of the
Premises at the expiration of this Lease or any renewal thereof, provided that
all of the terms of this Lease have been complied with, less any deductions
authorized herein and without any prejudice to any future claims of Landlord for
actual damages and/or rent in excess of said sum.
3.3 Additional Charges- Tenant's Proportionate Share. During the term
of this Lease, Tenant shall pay, as additional rent, Tenant's Proportionate
Share (as hereinafter defined) of all (i) Taxes (as defined in Section 4.2
hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof). Landlord
shall estimate the Taxes and Common Area Charges for the next succeeding lease
year, and Tenant shall pay to Landlord, together with the Base Rent, a sum equal
to one-twelfth (1/12) of the estimated annual Taxes and Common Area Charges at
the time each installment of Base Rent is due. At the end of each lease year (or
calendar year at the option of Landlord), Landlord shall adjust the estimated
Taxes and Common Area Charges to reflect actual costs. At the time of such
adjustment, Landlord shall provide Tenant with a written statement, which
enumerates in reasonable detail the basis for the computation of Taxes and
Common Area Charges for the period in question. If such statement reflects
additional sums due and owing to Landlord, Tenant shall pay the same in full
within ten (10) days of receipt of such statement or with the next installment
of rent due, whichever is later. If such statement reflects an overpayment by
Tenant, said overpayment may be used to reduce the next month's payment of Taxes
and Common Area Charges. "Tenant's Proportionate Share" shall mean the total
amount of Taxes and/or Operating
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Expenses, as the case may be, multiplied by a fraction, the numerator of which
shall be the gross leasable area of the Premises and the denominator of which
shall be the gross leasable area of the Building. Tenant's initial Proportionate
Share shall be Thirty Seven and 85/100 percent (37.85 %).
3.3.1 Right To Audit. Tenant shall have the right, exercised within one
hundred eighty (180) days after Tenant's receipt of the written statement set
forth above, to conduct an audit or inspection of Landlord's books with respect
to Taxes and Operating Expenses. If Tenant does not cause inspection or audit of
Landlord's records to be made within such one hundred and eighty (180) day
period, then Tenant shall have no further right to audit or question the
correctness or accuracy of Taxes and Operating Expenses for the year covered by
such written statement. If Tenant's inspection or audit of Landlord's records
reveals an overpayment of Taxes and/or Operating Expenses by Tenant, then
provided Landlord does not dispute the results of such inspection or audit,
Landlord shall promptly credit such overpayment to Tenant's next monthly
payments of Taxes and/or Operating Expenses. Should Landlord dispute the results
of Tenant's inspection or audit, and it is found that additional amounts are
owed by Tenant, then payment in full shall be due from Tenant within thirty (30)
days of such finding.
3.4 Net Lease. This Lease shall be deemed and construed to be a "Net
Lease", and Tenant shall pay to Landlord, absolutely net throughout the term of
this Lease, the Fixed Rent, and other payments hereunder, free of any charges,
assessments, impositions or deductions of any kind and without abatement,
deduction or set-off, and under no circumstances or conditions, whether now
existing or hereafter arising, or whether beyond the present contemplation of
the parties, shall Landlord be expected or required to make any payment of any
kind whatsoever or be under any other obligation or liability hereunder except
as herein otherwise expressly set forth.
3.4.1 Maximum Increase In Operating Expenses. Notwithstanding anything
in this Lease to the contrary, Tenant will be responsible for Tenant's
proportionate Share of real estate taxes, including the reasonable costs and
expenses of contesting the validity or amount of real estate taxes, service
payments in lieu of real estate taxes, assessments, insurance premiums,
utilities and management or administrative fees applicable to such expenses
("Uncontrollable Expenses"), without regard to the level of increase in any or
all of the above in any year or other period of time. Tenant's obligation to pay
all other Building Operating Expenses which are not Uncontrollable Expenses
(herein "Controllable Expenses") shall be limited to an eight percent (8%) per
annum increase over the amount of the Controllable Expenses for the immediately
preceding calendar year, beginning with the actual Controllable Expenses for the
year ending December 31, 2001.
3.5 Place of Payment. All payments of Fixed Rent, and other payments
required to be made to Landlord, shall be in lawful money of the United States
of America and shall be paid
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to Landlord at its principal place of business stated on Page 1 of this Lease,
or to such other person and/or at such other place as Landlord may designate
from time to time in writing to Tenant.
3.6 Obligation to Pay Rent Absolute. Subject to the provisions
contained in Articles XIII and XIV, no happening, event, occurrence or situation
during the term of this Lease, whether foreseen or unforeseen, and however
extraordinary, shall permit Tenant to quit or surrender the Premises or this
Lease or shall relieve Tenant from its liability to pay the full Fixed Rent and
other charges under this Lease, or shall relieve Tenant from any of its other
obligations under this Lease, and Tenant waives any rights now or hereafter
conferred upon it by statute, proclamation, decree or order, or otherwise, to
quit or surrender the Premises or this Lease, or any part thereof, or to any
abatement, diminution, reduction or suspension of rent on account of any such
event, happening, occurrence or situation.
3.7 Late Payment. If Tenant shall fail to pay any Fixed Rent or other
charges due under this Lease within five (5) business days after the same are
due, all delinquent sums shall bear interest from the original due date therefor
(without regard to any grace or cure period) at an annual rate of interest (the
"Default Rate") equal to the greater of (a) the "prime rate" in effect on the
date such amounts become due, as publicly announced in the "Money Rates" section
of the Wall Street Journal, or (b) eighteen percent (18%) per annum, from the
first (1st) day due until paid; provided, however, if the Wall Street Journal
ceases to be published, or ceases publishing the "prime rate" in such section or
a comparable section, or if the "prime rate" is no longer customarily used as an
interest rate index, then Landlord shall select a reasonably comparable index
for determining the interest rate payable as permitted above. In no event shall
Tenant be obligated to pay interest beyond the maximum rate permitted by law.
Any additional Fixed Rent determined to be due as aforestated shall be payable
with the next monthly installment of Fixed Rent. Any payment by Tenant or
acceptance by Landlord of a check for a lesser amount than shall be due from
Tenant to Landlord shall be treated as a payment on account. The acceptance by
Landlord of a check for a lesser amount with an endorsement or statement
thereon, or upon any letter accompanying such check, that such lesser amount is
payment-in-full shall be given no effect, and Landlord may accept such check
without prejudice to any other rights or remedies which Landlord may have
against Tenant.
3.8 Option To Renew. Provided that (i) there has not been an event of
Default beyond any applicable cure periods at any time during the Lease Term,
(ii) the creditworthiness of Tenant is materially the same as or better than on
the commencement Date, and (iii) Tenant named herein remains in possession of
and has been continuously operating in substantially the entire Leased Premises
throughout the Lease Term, Tenant shall have the option to extend the Lease Term
for two (2) five (5) year terms (each an "Extension Term"). Each Extension Term
shall be upon the same terms and conditions contained in the Lease except the
Minimum Annual Rent for such Extension Term shall be conditions contained in the
Lease except the Minimum Annual Rent for such Extension Term shall be adjusted
as set forth herein ("Rent Adjustment"). Tenant shall exercise such
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option by delivering to Landlord, no later than one hundred eighty (180) days
prior to the expiration of the then current term thereof, written notice of
Tenant's desire to extend the term of the Lease. Unless Landlord otherwise
agrees in writing, Tenant's failure to timely exercise such option shall waive
it. Landlord shall notify Tenant of the amount of the rent adjustment no later
than six (6) month's prior to the expiration of the then current Lease Term.
Within ten (10) days thereafter, Tenant shall inform Landlord of its intention
to so extend the Lease Term at the quoted rent adjustment. If Tenant properly
exercises its option to extend, Landlord and Tenant shall execute an amendment
to the Lease (or, at Landlord's option, a new lease on the form then in use for
the Building) reflecting the terms and conditions of the Extension Term.
3.8.1 Market Rent Adjustment. The Minimum Annual Rent for each
Extension Term shall be an amount equal to the Minimum Annual Rent then being
quoted by Landlord to prospective new tenants of the Building for space of
comparable size and quality and with similar or equivalent improvements as are
found in the building, and if none, then in similar buildings in the vicinity
provided, however, that in no event shall the Minimum Annual rent during the
Extension Term be less than the highest Minimum Annual Rent payable during the
Lease Term. The Minimum Monthly Rent shall be an amount equal to one-twelfth
(1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at
the same time and in the same manner as provided in the Lease.
3.9 Right of First Offer. Provided that (i) there has not been an event
of Default beyond any applicable cure periods at any time during the Lease Term,
(ii) the creditworthiness of Tenant is materially the same as or better than on
the Commencement Date, and (iii) Tenant named herein remains in possession of
and has been continuously operating in substantially the entire Leased Premises
throughout the Lease Term, and subject to any rights of other tenants to the
First Offer Space, as defined below, Tenant shall have a Right of First Offer
(the "First Offer") to lease additional space in the Building (the "First Offer
Space"). Landlord shall notify Tenant in writing ("Landlord's Notice") that a
request has been received from a perspective tenant to commence space planning
for the available contiguous space located within the Building containing
approximately 10,000 rentable square feet of space, as more particularly
depicted on Exhibit "A" (the "First Offer Space") before entering into a lease
with a third party for such First Offer Space. Tenant shall have five (5)
business days from its receipt of Landlord's Notice to deliver to Landlord a
written acceptance agreeing to lease the First Offer Space on the terms and
conditions contained in Landlord's Notice. In the event Tenant fails to notify
Landlord of its acceptance within said five (5) day period, such failure shall
be conclusively deemed a waiver of Tenant's Right of First Offer and a rejection
of the First Offer Space, whereupon Tenant shall have no further rights with
respect to the First Offer Space and Landlord shall be free to lease the First
Offer Space to a third party. In the event Tenant accepts the First Offer Space
on the terms and conditions specified in the Landlord's Notice, the term for the
First Offer Space shall be coterminous with the term for the original Leased
Premises; provided, however, that the minimum term for the First Offer Space
shall be thirty-six (36) months and the Term for the
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original Leased Premises shall be extended, to be coterminous with the term for
the First Offer Space. The Minimum Annual Rent for the First Offer Space shall
be equal to the rate which is then being quoted by Landlord to prospective new
tenants for the First Offer Space, provided, however, that in no event shall
Tenant's Minimum Annual Rent per square foot for the First Offer Space be less
than the highest Minimum Annual Rent per square foot payable during the original
Lease Term for the original Leased Premises.
The Minimum Annual Rent for the original Leased Premises during any
such extended term shall be an amount equal to the Minimum Annual Rent then
being quoted by Landlord to prospective new tenants of the Building for space of
comparable size and quality and with similar or equivalent improvements as are
found in the Building, and if none, then in similar buildings in the vicinity,
provided, however, that in no event shall the Minimum Annual Rent during such
extended term be less than the highest Minimum Annual Rent payable during the
Lease Term for the original Leased Premises.
ARTICLE IV
TAXES
4.1 Personal Property Taxes. Tenant shall be liable for and shall pay
all taxes levied against personal property and trade fixtures placed by Tenant
in and upon the Premises.
4.2 Real Estate Taxes.
4.2.1 Tenant shall pay, as additional rent, Tenant's Proportionate
Share of all Taxes levied or assessed against the Property during the term
hereof. Tenant shall pay all of Tenant's Proportionate Share of such Taxes to
Landlord as provided in Section 3.3 hereof.
4.2.2 For purposes of this Lease, the term "Taxes" shall include (i)
all real estate taxes, general or special assessments, water and sewer rents and
other governmental impositions imposed upon or against the Property, of every
kind and nature whatsoever, extraordinary as well as ordinary, foreseen and
unforeseen, and each and every installment thereof, which shall or may during
the term of this Lease be levied, assessed or imposed upon or against the
Property; (ii) any tax and/or assessment of any kind or nature upon or measured
by or with respect to the rentals payable by Tenant hereunder, either by way of
substitution for or in addition to all or any part of the real estate taxes and
assessments levied or assessed against the Property; and (iii) any costs,
expenses and attorneys' fees incurred by Landlord in connection with the
negotiation of a reduction in the assessed value of the Land and/or Building or
any protest or contest of the Taxes described in clauses (i) or (ii) above.
4.2.3 Provided Landlord does not elect to do so, Tenant may, after
written notice to Landlord, contest the validity or amount of any Taxes by
appropriate legal proceedings; provided, however, that (i) Tenant shall pay
Tenant's Proportionate Share of such Taxes when due unless such legal
proceedings shall operate to suspend the collection of Taxes; (ii) Tenant shall
provide such security as Landlord may reasonably request; (iii) Tenant shall pay
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all interest, penalties and expenses in connection therewith; (iv) there shall
be no risk that any portion of the Property shall be subject to forfeiture or
foreclosure as a result thereof; (v) Tenant shall not be in default under any of
the terms or provisions of this Lease during the pendency of such contest; and
(vi) Landlord does not object to Tenant doing so within ten (10) days following
receipt of Tenant's notice of its intention to contest Taxes. Landlord agrees
that it will not object unless Landlord, in its reasonable discretion,
determines that such contest may reasonably result in an increase in Taxes.
ARTICLE V
CONDITION OF PREMISES
5.1 Plans and Specifications. Within thirty (30) days following the
mutual execution of this Lease, Landlord shall prepare and submit to Tenant for
Tenant's approval, which approval shall not be unreasonably withheld,
conditioned or delayed, detailed plans and specifications ("Plans and
Specifications") for the construction of Landlord's Work within the Premises.
Within ten (10) days following Tenant's receipt of the Plans and Specifications,
Tenant shall notify Landlord in writing whether it approves or disapproves of
the Plans and Specifications. In the event Tenant fails to respond to Landlord's
request for approval within the said ten (10) days after receipt thereof,
Tenant's approval of such plans will be deemed to have been given. At such time
as Landlord's Plans and Specifications are approved, they shall be deemed to be
a part of this Lease. Landlord's review and approval of the Plans and
Specifications shall not be deemed to constitute a warranty, representation or
agreement by Landlord that the Plans and Specifications are adequate, suitable,
fit for the purposes intended, free from defect in design or in compliance with
Legal Requirements.
5.2 Landlord's Work. Following completion and approval of the Plans and
Specifications, Landlord shall perform the work described in Exhibit "C-1"
("Landlord's Work") substantially in accordance with the Plans and
Specifications, subject to Unavoidable Delays (as hereinafter defined).
5.3 Change Orders. If Tenant requests any change(s) to Plans and
Specifications, that would result in an increase/decrease in the cost of
constructing Landlord's Work, Landlord shall deliver written notice to Tenant of
such increased/decreased cost resulting from such change. Within twenty-four
(24) hours after receipt of such written notice, Tenant shall deliver written
notice to Landlord of Tenant's approval or disapproval of such
increased/decreased costs. If Landlord does not receive such written notice,
such increased/decreased cost shall be deemed to be approved. If Landlord
receives Tenant's written notice of disapproval, Landlord shall not be required
to make such change. Tenant shall pay Landlord one half (1/2) the cost of all
changes requested by Tenant within five (5) days after such changes are approved
(or deemed approved) by Tenant, and the balance to be paid in full upon
completion of the Premises by Landlord.
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ARTICLE VI
REPAIRS AND MAINTENANCE
6.1 Landlord's Repairs and Maintenance. Subject to Tenant's obligation
to reimburse Landlord for Tenant's Proportionate Share of Operating Expenses as
provided in Section 6.5 hereof, Landlord shall keep the foundation, outer walls,
roof and structural portions of the Building in good repair (except that
Landlord shall not be obligated to make any repairs to the same which are
occasioned by the act or omission of Tenant, its agents, employees, invitees or
licensees) and shall operate, manage and maintain all Common Areas within the
Property. The manner in which such areas and facilities shall be maintained and
the expenditures therefor shall be in a manner similar to other office/warehouse
properties in the immediate geographic area. Landlord shall have no other
obligation to maintain or repair the Premises or any portion thereof, or to
furnish any services or facilities, or to make any alterations or improvements
in the Premises.
6.2 Tenant's Repairs and Maintenance. At the sole cost and expense of
Tenant and throughout the term of this Lease, Tenant shall keep and maintain the
Premises in good order, condition, replacement and repair, in a clean, sanitary
and safe condition in accordance with all Legal Requirements in which the
Property is located, and in accordance with all directions, rules and
regulations of the health officer, fire marshal, building inspector or other
proper officers of the governmental agencies having jurisdiction over the
Premises, and shall make all repairs and replacements not required to be made by
Landlord pursuant to Section 6.1 above. All items that Tenant shall replace
during the term of this Lease shall be new and of equal or better quality, type
and style than the item being replaced. Tenant shall keep in full force and
effect a contract with a reputable heating contractor for not less than the
quarterly inspection, maintenance, filter replacement, and repair of the
heating, ventilating, and air conditioning systems servicing the Premises.
Tenant shall furnish a copy of said contract to Landlord and make available
inspection reports and maintenance records upon reasonable notice from Landlord.
Tenant shall not permit any waste, damage or injury to the Premises, and Tenant
shall indemnify and hold Landlord harmless from and against any and all claims
or demands arising out of the failure of Tenant to maintain, repair, replace,
operate and manage the Premises as required herein. Tenant shall further keep
the Premises clean, attractive and free of rubbish, rubble, debris, insects,
rodents and other pests. Tenant shall not do, order or cause any work to be done
or installations to be made in, on or to the roof of the Premises without first
obtaining Landlord's prior written consent, which consent shall not be
unreasonably withheld.
6.3 Tenant's Alterations. Tenant shall not make any structural or
exterior alterations, additions, improvements or changes to the Premises or any
portion thereof without Landlord's prior written consent, which consent shall
not be unreasonably withheld. Except as provided in Article XI, upon the
installation of any such alterations, additions, improvements and changes to the
Premises, such items shall become the property of Landlord, and upon the
expiration of this Lease, such items shall remain with the Premises, unless
Landlord requests their removal, in which event Tenant, at its sole expense,
shall
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remove such items. Tenant shall repair all damage caused by any such removal.
All such alterations, additions, improvements and changes shall be done in
accordance with all applicable laws, rules, regulations and orders, including
applicable building codes. Tenant will indemnify and hold Landlord harmless from
and against all claims by reason of such alterations, additions, improvements or
changes, which may be made by Tenant on the Premises, and Tenant shall promptly
repair any damage to the Premises caused by any such alterations, additions,
improvements or changes.
6.4 Mechanics Liens. Tenant shall not suffer any mechanics' lien to be
filed against any portion of the Property by reason of work, labor, services or
materials performed or furnished to Tenant in connection with Tenant's Work or
any alterations, additions, or improvements to the Premises by Tenant hereunder.
If any such mechanics' lien shall at any time be filed against the Property,
Tenant shall have the right to contest any and all such liens; provided,
however, that Tenant shall cause the same to be discharged of record by payment,
bond, order of a court of competent jurisdiction or otherwise within thirty (30)
days written notice by Landlord. If Tenant shall fail to cause such lien to be
discharged within such thirty (30) day period, then, in addition to any other
right or remedy, Landlord may, but shall not be obligated to, discharge the same
by paying the amount claimed to be due or by bonding or other proceeding deemed
appropriate by Landlord, and the amount so paid by Landlord and/or all
reasonable costs and expenses, including reasonable attorneys' fees, incurred by
Landlord in procuring the discharge of such lien, together with interest thereon
at the Default Rate from the date paid until repaid by Tenant to Landlord, shall
be deemed to be additional rent for the Premises and shall be due and payable by
Tenant to Landlord on the first day of the next following month.
6.5 Operating Expenses. Throughout the term of this Lease, Tenant shall
pay to Landlord, as additional rent, Tenant's Proportionate Share of all
Operating Expenses incurred by Landlord in the operation of the Property. Tenant
shall pay Tenant's Proportionate Share of such Operating Expenses as provided in
Section 3.3 hereof. Operating Expenses shall include, but not be limited to:
costs of management (not to exceed 5%); cleaning; trash removal; lighting; costs
of repairing, maintaining and replacing all Common Area improvements; repair and
maintenance of the Building and all related improvements on the Property,
including, without limitation, , gutters, down spouts, snow removal, parking lot
striping, painting, landscaping; providing security; providing public liability,
property damage, fire and extended coverage and such other insurance as Landlord
deems appropriate on the Building and Property; total compensation and benefits
(including premiums for Workers' Compensation and other insurance) paid to or on
behalf of employees; personal property taxes; supplies; fire protection and fire
hydrant charges; water and sewer charges; utility charges; licenses and permit
fees; reasonable depreciation of equipment used in operating and maintaining the
Property and rent paid for leasing such equipment; and reasonable reserves for
any or all of the foregoing. Any capital improvement costs included in Operating
Expenses which Landlord is required to amortize pursuant to the Internal Revenue
Service Code shall be amortized over the useful life of such item and Tenant
shall
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pay Tenant's Proportionate Share of the amortized cost charged during the term
of this Lease. Operating Expenses shall not include debt service, Building
depreciation, leasing commissions paid by Landlord or the cost of creating new
space for new tenants within the Property; or repairs or replacements to the
extent proceeds of insurance or condemnation awards are available therefor.
ARTICLE VII
COMPLIANCE WITH LAWS
Tenant shall comply with and execute at its own expense during the term
of this Lease, all present and future laws, acts, rules, requirements, orders,
directions, ordinances and/or regulations, ordinary or extraordinary, foreseen
or unforeseen, concerning the Premises or any part thereof, or the use thereof,
or Landlord, Tenant or subtenants thereof, of any federal, state, municipal or
other public department, bureau, office or authority or of the National Board of
Fire Underwriters, any local Board of Fire Underwriters, or other body having
similar functions (collectively, "Legal Requirements"), or of any liability,
fire or other insurance company having policies outstanding with respect to the
Premises, and shall protect, hold harmless and indemnify Landlord from and
against all fines, penalties or claims for damages of every kind and nature
arising out of any failure to comply with any such laws, acts, rules,
requirements, orders, directions, ordinances and/or regulations.
ARTICLE VIII
UTILITIES
Tenant shall pay all charges for water, gas, heat, electricity, sewer
and any other utility used upon or furnished to the Premises. Tenant shall keep
the Premises sufficiently heated to avoid the freezing or bursting of all pipes
therein. The obligation of Tenant to pay for such utilities shall commence as of
the earlier of the Commencement Date or the date Tenant occupies the Premises.
Landlord shall not be liable in damages or otherwise, should the furnishing of
such services by it to the Premises be interrupted by fire, accident, riot,
strike, act of God or the making of necessary repairs or improvements or other
causes.
ARTICLE IX
USE
9.1 Use of Premises. Tenant shall use and occupy the Premises for
purposes of general offices and for no other purposes.
9.2 Tenant's Covenants. In addition to the other covenants of Tenant
contained in this Lease, Tenant covenants and agrees as follows:
(a) Tenant shall procure any and all licenses and permits
required for Tenant's
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use of the Premises, and upon the expiration or termination of
this Lease, Tenant shall remove its goods and effects and
those of all persons claiming under it and shall yield up the
same peaceably to Landlord in good order, repair and condition
in all respects, except for reasonable wear and tear;
(b) Tenant shall permit Landlord and its agents on reasonable
notice and at reasonable times to examine the Premises and to
show the Premises to prospective purchasers, mortgagees and/or
tenants;
(c) Tenant shall use and occupy the Premises in a careful,
safe and proper manner and shall keep the Premises in a clean,
safe and healthy condition in accordance with all Legal
Requirements, and Tenant shall not permit the Premises to be
used for any unlawful purpose, commit any waste thereof or
commit any nuisance.
ARTICLE X
ASSIGNMENT AND SUBLETTING
10.1 Assignment and Subletting. Tenant shall not assign, transfer,
mortgage, or encumber this Lease in whole or in part, nor sublet all or any part
of the Premises, nor suffer or permit the occupation of all or any part thereof
by any other party, without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. Any assignment, transfer, sale or other
transfer, whether by operation of law or otherwise, voluntary or involuntary, of
a controlling interest in Tenant shall be deemed to be an assignment of this
Lease within the meaning of this Section 10.1. The consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for such
consent to any subsequent assignment or subletting.
10.2 Default by Tenant After Sublease. If the Premises or any part
thereof be subleased or occupied by any person other than Tenant, then, in the
event of Tenant's default, Landlord may, and is hereby empowered at any time
from and after the date Landlord shall be entitled to terminate the Lease,
re-enter the Premises or dispossess Tenant under the provisions of Article XV
below, to collect rent from such tenants, subtenants and occupants so long as
such default or any other default shall continue, and to apply the same to the
curing of any default hereunder in any order of priority Landlord may elect, and
any unexpended balance shall be applied by Landlord against any rental
obligations subsequently becoming due.
10.3 Assignee Becomes Liable. Each and every assignee, whether as
assignee or as successor-in-interest of any assignee of Tenant, including any
purchaser of this Lease under a foreclosure of any mortgage, shall immediately
be, become and remain liable for the payment of the Fixed Rent and other charges
payable under this Lease, and for the due performance of
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every obligation on Tenant's part to be performed through the term of this
Lease, and each and every provision of this Lease applicable to Tenant shall
also apply to and bind every such assignee and purchaser with the same force and
effect as though such assignee or purchaser were the Tenant named in this Lease.
No transfer to such assignee or to such purchaser shall be binding upon Landlord
unless such assignee or purchaser shall deliver to Landlord a recordable
instrument which contains a covenant of assumption by said assignee or purchaser
to such effect, but the failure or refusal of such assignee or purchaser to
deliver such instrument shall not release or discharge such assignee or
purchaser from its obligations and liability as above set forth.
10.4 Tenant To Remain Liable. If at any time during the term of this
Lease Tenant sublets all or any part of the Premises or assigns its interest in
this Lease as provided herein, Tenant shall nevertheless remain fully liable
under all the terms and conditions of this Lease.
ARTICLE XI
FIXTURES
Except as provided in Section 6.3 hereof, all equipment and all other
trade and light fixtures installed by or at the expense of Tenant (other than
any fixtures originally installed by Landlord in connection with the original
construction of the Building), in or on the Building shall remain the property
of Tenant and Tenant may, but shall not be obligated to, remove the same or any
part thereof prior to the end of the term hereof, and provided that Tenant, at
its sole cost and expense, shall make any repairs occasioned by such removal.
Any equipment and all other trade and light fixtures not removed by Tenant prior
to the expiration of the term may, at Landlord's option, be deemed abandoned and
become the property of Landlord.
ARTICLE XII
INSURANCE
12.1 Indemnity,: Waiver.
12.1.1 Unless due to gross negligence of Landlord, Tenant shall
indemnify and hold harmless Landlord from and against any and all fines, suits,
proceedings, claims, demands and actions of any kind or nature of anyone
whomsoever, including, without limitation, any accident, injury or damage to any
person or property, arising out of, occasioned by or in any way connected with
the occupation or use of the Premises, the breach, violation or nonperformance
of any covenant or condition hereof to be performed on the part of Tenant or the
failure of Tenant to perform any covenant or obligation under any sublease.
12.1.2 Landlord shall not be responsible or liable for any damage or
injury to any property, fixtures, merchandise or decorations or to any person or
persons at any time on the
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Premises from steam, gas, electricity or from water, rain or snow, whether the
same may leak into, issue or flow from any part of the Building on the Premises
or from pipes or plumbing of the same, or from any other place or quarter; nor
shall Landlord be in any way responsible or liable in case of any accident or
injury including death to any of Tenant's servants, employees, agents, or to any
person or persons in or about the Premises; and Tenant agrees that it will not
hold Landlord in any way responsible or liable therefor and will further
indemnify and hold Landlord harmless from and against any and all claims,
liability, penalties, damages, expenses (including reasonable attorneys' fees)
and judgments arising from injury to persons or property of any nature and also
for any matter or thing growing out of the occupation of the Premises.
12.2 Tenant's Insurance. During the term of this Lease:
12.2.1 Tenant shall maintain comprehensive public liability insurance,
including insurance against the assumed or contractual liability of Tenant
hereunder, to afford protection to the limit for each occurrence of not less
than Two Million Dollars ($2,000,000.00) combined single limit for bodily injury
or death and Five Hundred Thousand Dollars ($500,000.00) for damage to Property.
12.2.2 Tenant shall maintain insurance against fire and such other
risks as are, from time to time, included in standard "all risk" extended
coverage endorsements, including Tenant's trade fixtures and other improvements,
stock in trade, furniture, furnishings, special equipment, floor and wall
coverings and all other items of personal property of Tenant located on or
within the Premises (collectively, "Tenant's Personal Property"). Such insurance
shall be in an amount equal to not less than one hundred percent (100%) of the
full replacement cost thereof, without depreciation, and shall include a
so-called "agreed amount" endorsement.
12.2.3 Tenant shall also maintain such other insurance as Landlord (or
Landlord's mortgagee) may reasonably require from time to time in connection
with Tenant's use and occupancy of the Premises. Such additional insurance shall
be carried in such amounts and with such insurance companies as may be
reasonably acceptable to Landlord (and Landlord's mortgagee).
12.2.4 The policies carried by Tenant hereunder shall name Landlord
(and Landlord's mortgagee) as an additional insured, and such policies shall
provide that no cancellation, reduction or other material changes therein shall
be effective until at least thirty (30) days after mailing of written notice
thereof to Landlord (and Landlord's mortgagee). Each such policy, or a
certificate thereof, shall be deposited with Landlord by Tenant not later than
the Commencement Date, and prior to the expiration or termination of any such
policies.
12.3 Waiver of Subrogation. Each insurance policy carried by Landlord
or Tenant and insuring all or any part of the Property or Tenant's Personal
Property shall be written in a
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manner to provide that the insurance company waives all right of recovery by way
of subrogation against Landlord or Tenant, as the case may be, including any
claim for negligence, in connection with any loss or damage to the Property,
Tenant's Personal Property or businesses, caused by any of the perils covered by
fire and extended coverage insurance carried or required to be carried
hereunder, or for which either party may be reimbursed as a result of insurance
coverage affecting any loss suffered by it; provided, however, that the
foregoing waivers shall apply only to the extent of recovery made by the parties
hereto under any policy of insurance now or hereafter issued. So long as the
policy or policies involved can be written and maintained in effect, neither
Landlord nor Tenant shall be liable to the other for any such loss or damage. In
the event of inability on the part of either party to obtain such insurance in
the policy or policies with the carrier with whom such insurance is then
carried, or such carriers require payment of additional premium for such
provision, the party so affected shall give the other party written notice of
such inability or the increase in premium, as the case may be. The party to whom
such notice is given shall have fifteen (15) days from receipt thereof within
which: (i) in the case of such inability on the part of the other carrier, to
procure from the aforesaid party's insurance carrier in writing, at no increase
in premium over that paid theretofore by the party so affected, such waiver of
subrogation; (ii) in the case of increased premium, to pay the party so affected
the amount of such increase; (iii) to waive, in writing, within the time limits
set forth herein, such requirement to obtain the aforesaid waiver of
subrogation. Should the party to whom such notice is given fail to comply as
aforesaid within said fifteen (15) day period, each and every provision in this
paragraph in favor of such defaulting party shall be canceled and of no further
force and effect.
ARTICLE XIII
DAMAGE AND DESTRUCTION
13.1 Repair After Casualty.
13.1.1 If the Premises shall be destroyed or so injured by any cause as
to be unfit, in whole or in part, for occupancy and such destruction or injury
could reasonably be repaired within six (6) months from the date of such damage
or destruction, then Tenant shall not be entitled to surrender possession of the
Premises nor shall Tenant's liability to pay rent under this Lease cease without
the mutual consent of the parties hereto. In the event of any such destruction
or injury, Landlord shall repair the same with all reasonable speed and shall
complete such repairs within six (6) months from the date of such damage or
destruction.
13.1.2 If such destruction or injury cannot reasonably be repaired
within six (6) months from the date of such damage or destruction, Landlord
shall notify Tenant within sixty (60) days after the happening of such
destruction or injury whether or not Landlord will repair or rebuild. If
Landlord elects not to repair or rebuild, this Lease shall be terminated. If
Landlord shall elect to repair or rebuild, Landlord shall specify the time
within which such repairs or reconstruction will be completed, and Tenant shall
have the option, exercisable
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within thirty (30) days after the receipt of such notice, to elect either to
terminate this Lease and any further liability hereunder or to extend the term
of the Lease by a period of time equivalent to the time from the happening of
such destruction or injury until the Premises are restored to their former
condition. In the event Tenant elects to extend the term of the Lease, Landlord
shall restore the Premises to their former condition within the time specified
in such notice.
13.1.3 In the event that Tenant is deprived of the use of the entire
Premises as a result of destruction or injury and this Lease is not terminated,
then the term of this Lease shall be deemed suspended during the time that
Tenant is actually deprived of the use of the Premises (the "Suspension
Period"), and the term of this Lease shall be extended by a number of days equal
to the Suspension Period. In such event, the parties shall enter into an
appropriate amendment to this Lease setting forth the new date that this Lease
will terminate by effluxion.
13.2 Damage at End of Term. If the Premises and/or the Building are
destroyed or damaged during the last two (2) years of the Term of this Lease to
the extent of fifty percent (50%) or more of the then value of the Premises
and/or the Building, then Landlord shall have the right to cancel and terminate
this Lease as of the date of such damage or destruction by giving notice thereof
within thirty (30) days after the date of said damage or destruction.
ARTICLE XIV
CONDEMNATION
14.1 Total Taking. If the whole of the Premises shall be taken under
power of eminent domain by any public or private authority, or conveyed by
Landlord to said authority in lieu of such taking, then this Lease shall
terminate as of the date of such taking.
14.2 Partial Taking. Landlord may, at its election, terminate this
Lease upon the occurrence of any condemnation, or conveyance in lieu of
condemnation, which affects twenty-five percent (25%) or more of the floor area
of the Premises and/or fifty percent (50%) or more of the floor area of the
Building. Upon the occurrence of such event, Landlord shall give Tenant notice
of such election within thirty (30) days after receipt of notice of such pending
condemnation. If Landlord fails to give Tenant such written notice within such
thirty (30) day period, Landlord shall be conclusively deemed to have elected
not to terminate this Lease. Notwithstanding any termination of this Lease
hereunder, Tenant, at its election, may continue to occupy the Premises, subject
to the terms and provisions of this Lease, for the period between the date of
such taking and the date when possession of the Premises shall be taken by the
appropriate authority.
14.3 Restoration. If, upon any condemnation of the Premises and/or the
Building this Lease is not terminated as set forth in this Article XIV, Landlord
shall restore the Premises to
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an architectural unit as nearly like its condition prior to such taking as shall
be practicable, and if during and/or after such restoration, Tenant is deprived
of the use of all or any part of the Premises, Fixed Rent shall be abated in
accordance with the time during which and the extent to which Tenant is deprived
of the use of the Premises.
14.4 Cancellation. Notwithstanding anything to the contrary contained
in this Article XIV, Landlord may cancel this Lease with no further liability to
Tenant in the event that following a taking by condemnation or a right of
eminent domain, Landlord's mortgagee elects to require Landlord to make advance
payments for redemption of the mortgage on the Premises.
14.5 The Award. All compensation awarded for any taking, whether for
the whole or a portion of the Premises, shall be the sole property of Landlord
whether such compensation shall be awarded for diminution in the value of, or
loss of, the leasehold or for diminution in the value of, or loss of the fee, or
otherwise, and Tenant hereby assigns to Landlord all of Tenant's right and title
to and interest in any and all such compensation; provided, however, Tenant
shall have the right to pursue a separate claim in connection with any such
condemnation in order to recover any loss of trade fixtures and/or moving
expenses, provided that any such claim does not reduce any award payable to
Landlord.
ARTICLE XV
EVENTS OF DEFAULT
15.1 Events of Default: Remedies. If Tenant shall at any time be in
default in the payment of rental or any other charges hereunder or in the
performance of any of the covenants of this Lease, and Tenant shall fail to
remedy such default within (a) five (5) business days after such payment is due
with respect to any monetary default, or (b) within fifteen (15) business days
after receipt of written notice thereof if such default is non-monetary (but
Tenant shall not be deemed in default if such default cannot be cured in fifteen
(15) business days and Tenant commences to remedy such default within said
fifteen (15) business day period and proceeds therewith with due diligence until
completion); or if Tenant shall have defaulted in any of its obligations
hereunder twice within any twelve (12) month period; or if Tenant shall be
adjudged a bankrupt or shall make an assignment for the benefit of creditors, or
if a receiver of any property of Tenant in or upon the Premises be appointed in
any action, suit or proceeding by or against Tenant and not removed within sixty
(60) days after appointment; or if the interest of Tenant in the Premises shall
be sold under execution or other legal process, or if the Premises are sublet or
this Lease is assigned without Landlord's consent, or if Tenant shall commit
waste, Landlord may, in addition to all other legal and equitable remedies,
terminate this Lease, or without terminating this Lease, re-enter the Premises
by summary proceedings, proceedings in forcible entry and detainer, eviction, or
otherwise, and may dispossess Tenant.
15.2 Landlord's Right to Re-let. If Tenant is in default as provided
above and
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abandons the Premises and/or if Landlord elects to terminate Tenant's right to
possession only without terminating this Lease as above provided, Landlord may
remove from the Premises any and all property found therein and such
repossession shall not release Tenant from Tenant's obligation to pay the rental
herein. After any such repossession by Landlord without termination of the
Lease, Landlord may re-let the Premises or any part thereof to any person, firm
or corporation and for such time and upon such terms as Landlord in Landlord's
sole discretion may determine. Landlord may make repairs, alterations and
additions in and to the Premises and redecorate the same to the extent deemed by
Landlord necessary or desirable and Tenant, upon demand in writing, shall pay
the reasonable cost thereof together with Landlord's expenses of re-letting,
including any commissions and attorneys' fees relative thereto. If the rents
collected by Landlord upon any such re-letting are not sufficient to pay monthly
the full amount of the monthly rent and other charges reserved herein, together
with the reasonable costs of such repairs, alterations, additions, redecorating,
and expenses, Tenant shall pay to Landlord the amount of each monthly deficiency
upon demand in writing.
15.3 Damages. Tenant agrees to be liable for and to pay to Landlord (i)
all rent and other charges and sums due under this Lease at the time of
termination of this Lease or upon the termination of Tenant's right of
possession, as the case may be, and (ii) damages equal to the amount of the rent
and all other charges and sums due under this Lease for the entire term, which
damages shall be payable at such time as this Lease or Tenant's right to
possession is terminated. Such liability shall survive the termination of this
Lease, the re-entry into the Premises by Landlord, and the commencement of the
action to secure possession of the Premises. All amounts not paid to Landlord
when due shall bear interest at the Default Rate.
15.4 Landlord's Right to Remove Chattels. Any and all property which
may be removed from the Premises by Landlord in accordance with the terms of
this Lease may be handled, removed, stored or otherwise disposed of by Landlord
at the risk and expense of Tenant, and Landlord in no event shall be responsible
for the preservation or safekeeping thereof. Tenant shall pay to Landlord upon
demand in writing, any and all reasonable expenses incurred in connection with
such removal and all storage charges against such property so long as the same
shall be in Landlord's possession or under Landlord's control. If any property
shall remain in the Premises or in the possession of Landlord and shall not be
retaken by Tenant within a period of ten (10) days from and after the time when
the Premises are either abandoned by Tenant or repossessed by Landlord under the
terms of this Lease, said property shall conclusively be deemed to have been
forever abandoned by Tenant.
15.5 Condition of Premises. If this Lease be terminated for any reason
whatsoever of if Landlord should re-enter the Premises as a result of any breach
of Tenant hereunder without terminating the Lease, Tenant covenants, any other
covenant herein to the contrary notwithstanding (except where this Lease is
terminated following eminent domain proceedings), that (a) the Premises shall
then be in the condition required by all applicable provisions of this Lease,
ordinary wear and tear excepted, and (b) Tenant shall perform any
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covenant contained in this Lease for the making of any repair, improvement,
alteration or betterment to the Premises or for restoring or rebuilding any part
thereof. For the breach of either of the foregoing obligations Landlord shall be
entitled to recover and Tenant shall pay forthwith, without notice or other
action by Landlord, the then cost of performing such obligation(s), together
with interest at the Default Rate.
15.6 Landlord's Non-waiver. No failure by Landlord to insist upon the
strict performance of any agreement, term, covenant or condition hereof or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such agreement, term, covenant, or
condition. No agreement, term, covenant, or condition hereof to be performed or
complied with by Tenant, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by Landlord. No waiver of any
breach shall affect or alter this Lease, but each and every agreement, term,
covenant and condition hereof shall continue in full force and effect with
respect to any other then existing or subsequent breach thereof. No surrender of
the Premises shall be effected by Landlord's acceptance of rent, or by
Landlord's acceptance of the keys of the Premises, or by any other means
whatsoever, unless the same is evidenced by Landlord's written agreement to
accept surrender of the Premises; and if Landlord does accept surrender of the
Premises, Tenant's obligations to pay rents and to perform the duties and
provisions of this Lease required of Tenant hereunder shall not be released or
terminated but shall continue for the remainder of the term of this Lease.
15.7 Remedies Cumulative. Each right and remedy provided for in this
Lease shall be cumulative and shall be in addition to every other right or
remedy provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise
by Landlord of any one or more of the rights or remedies provided for in this
Lease or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by Landlord of
any or all other rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise. In the event
of a default by Tenant of any of the terms, provisions, covenants, conditions,
rules and regulations of this Lease, Landlord shall have the right to injunction
and the right to invoke any remedy permitted to Landlord in law or in equity.
15.8 Waiver of Right to Redeem Premises. Tenant, for Tenant and on
behalf of any and all persons claiming through or under Tenant, including
creditors of all kinds, does hereby waive and surrender all right and privilege
which they or any of them might have under or by reason of any present or future
law, to redeem the Premises or to have a continuance of this Lease for the term
hereby demised after being dispossessed or ejected therefrom by process of law
or under the terms of this Lease or after the termination of this Lease as
herein provided.
15.9 Waiver of Jury Trial. The parties hereto shall, and they hereby
do, waive trial by
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jury in any action, proceeding, or counterclaim brought by either of the parties
hereto against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises, and/or any claim of injury or damage arising out
of the Premises.
ARTICLE XVI
LANDLORD'S RIGHTS
16.1 Landlord's Right to Perform. If Tenant shall default in the
performance or observance of any agreement or condition in this Lease contained
on its part to be performed or observed and shall not cure such default within
any applicable cure period set forth herein, Landlord may, at its option,
without waiving any claim for damages for breach of agreement, at any time
thereafter cure such default for the account of Tenant, and any amount paid or
any contractual liability incurred by Landlord in so doing shall be deemed paid
or incurred for the account of Tenant and Tenant agrees to immediately reimburse
Landlord therefor and save Landlord harmless therefrom; provided that Landlord
may cure any such default as aforesaid prior to the expiration of said waiting
period, without notice to Tenant, if any emergency situation exists, or after
notice to Tenant, if the curing of such default prior to the expiration of said
waiting period if reasonably necessary to protect the Premises or Landlord's
interest therein, or to prevent injury or damage to persons or property. If
Tenant fails to reimburse Landlord upon demand for any amount paid for the
account of Tenant hereunder, said amount (and all accrued interest thereon)
shall be added to and become due as a part of the next payment of rent due
hereunder, together with interest thereon at the Default Rate.
16.2 Remedies Cumulative. Landlord may restrain any breach or
threatened breach of any covenant, agreement, term, provision or condition
herein contained, but the mention herein of any particular remedy shall not
preclude Landlord from any other remedy it might have, either in law or in
equity. The failure of Landlord to insist upon the strict performance of any one
of the covenants, agreements, terms, provisions or conditions of this Lease or
to exercise any right, remedy or election herein contained or permitted by law
shall not constitute or be construed as a waiver or relinquishment for the
future of such covenant, agreement, term, provision, condition, right, remedy or
election, but the same shall continue and remain in full force and effect. Any
right or remedy that Landlord may have at law, in equity or otherwise upon
breach of any covenant, agreement, term, provision or condition in this Lease
contained upon the part of Tenant to be performed, shall be distinct, separate
and cumulative rights or remedies, and no one of them, whether exercised by
Landlord or not, shall be deemed to be in exclusion of any other.
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ARTICLE XVII
SUBORDINATION
17.1 Waiver of Priority.
(a) Landlord reserves the right to demand from Tenant and Tenant agrees
to execute and deliver to Landlord a written subordination and waiver of
priority of Tenant's lien arising by virtue of the within leasehold estate,
thereby subordinating Tenant's lien in favor of any mortgage loan, mortgage
lien, or any refinancing or replacing of a mortgage loan that may become
necessary or desirable to Landlord from time to time. Upon demand by Landlord
for same, Tenant shall execute at any and all times such instruments as may be
requested by any such lending institution or prospective mortgagee in order to
effectuate such waiver of priority and subordination of Tenant's lien. In the
event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust, Tenant shall
attorn to the purchaser in any such foreclosure or sale and recognize such
purchaser as landlord under this Lease.
(b) It is a condition, however, to the subordination provision herein
provided that Landlord shall, upon written request by Tenant, use reasonable
efforts to procure from such lending institution or prospective mortgagee an
agreement in writing providing in substance that so long as Tenant shall
faithfully discharge its obligations under the Term of this Lease,
Tenant's rights hereunder shall not be adversely affected nor its tenancy
disturbed as the result of any default under such mortgage.
17.2 Approval. Notwithstanding anything contained herein to the
contrary, the within Lease is conditioned upon approval by Landlord's
construction lender. In the event Landlord is unable to obtain either of such
approvals, Landlord shall notify Tenant of the basis for such disapproval(s) and
Tenant shall have thirty (30) days in which to agree to any changes requested by
such lenders in order to make the within Lease acceptable to them, other than
changes to the economic terms or Term of this Lease. In the event Tenant fails
to agree to any such changes, Landlord may terminate this Lease at any time
following thirty (30) days after Landlord shall have given Tenant notice of any
requested changes and Tenant has failed to agree to such requested changes
within said thirty (30) day period. In such event, both parties shall be
released of any further liability under this Lease.
17.3 Landlord's Default. Tenant agrees to deliver to any of Landlord's
mortgagees and to the holder of any trust deed concerning the Premises, a copy
of any notice of default served upon Landlord, provided that prior thereto
Tenant has been notified, in writing, (by way of Notice of Assignment of Rents
and Leases, or otherwise) of the address of such mortgagees and/or trust deed
holders. Anything contained herein to the contrary notwithstanding, Tenant
agrees that if Landlord shall fail to cure the default recited in such Notice of
Default within the time provided for herein, then such mortgagees and/or trust
deed holders shall have an additional thirty (30) days within which to cure such
default, provided, however, that if such default cannot be cured within said
thirty (30) days, then such mortgagees and/or trust deed holders shall have such
additional time as may be necessary to cure such default, if within said thirty
(30) days, such mortgagee and/or trust deed holder
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have commenced and are diligently pursuing the cure of such default, (including
but not limited to commencement of foreclosure proceedings, if necessary to
effect such cure). This Lease shall not be terminated by Tenant while such
remedies and cures are being so pursued.
ARTICLE XVIII
SIGNS
Tenant shall not erect or install any ground, building, or roof signs
except as permitted by Landlord. All signs installed by Tenant shall comply with
all requirements of appropriate governmental authority, and all necessary
permits or licenses shall be obtained by Tenant. Tenant shall maintain all signs
in good condition and repair at all times, and shall save Landlord harmless from
injury to person or property, arising from the erection, installation, and
maintenance of said signs. Upon vacating the Premises, Tenant shall remove all
signs and repair all damage caused by such removal.
ARTICLE XIX
ENVIRONMENTAL
19.1 Investigation. Tenant acknowledges that Landlord has granted to
Tenant the right, prior to the execution of this Lease, to conduct such other
environmental investigations, tests and studies as Tenant may select, it being
agreed and understood that Tenant accepts the environmental conditions of the
Premises as is with all faults.
19.2 Tenant's Indemnification. Tenant will indemnify and hold Landlord
harmless from and against any and all loss, cost, damage, liability and expense
(including reasonable attorneys' fees) of whatever kind and nature resulting
from any accident, occurrence or condition caused by the release by Tenant, its
agents, employees, contractors, assignees, sub-lessees, licensees or invitees of
any hazardous or toxic substance or waste in, on, under, about or affecting the
Premises, the Building or the Land which results in any injury or death to any
person or damage to any property or which requires the removal or treatment of
such hazardous or toxic substance or waste or other remedial action or fine
under the terms of any properly constituted law, regulation, rule or directive
of any federal, state or local governmental authority.
19.3 Landlord's Indemnification. Landlord will indemnify and hold
Tenant harmless from and against any and all loss, cost, damage, liability and
expense (including reasonable attorneys' fees) of whatever kind and nature
resulting from any accident, occurrence or condition caused by the release by
Landlord, its agents, employees, contractors and assignees of any hazardous or
toxic substance or waste in, on, under, about or affecting the Premises,
Building or Land which results in any injury or death to any person or damage to
any property or which requires the removal or treatment of such hazardous or
toxic substance or waste or other remedial action or fine under the terms of any
properly constituted law, regulation, rule or directive of any federal, state or
local governmental authority.
22
19.4 Survival. This Article XIX shall survive the termination of this
Lease, by efflux or otherwise.
ARTICLE XX
AUTHORITY
20.1 Landlord's Authority. As a material inducement for Tenant to enter
into this Lease, Landlord hereby warrants and represents that Landlord is duly
organized and validly existing and in good standing as a corporation under the
laws of the State of Ohio; that Landlord has full power, authority and legal
right to enter into this Lease and to consummate the transactions contemplated
hereby; and that the parties signing this Lease on behalf of Landlord have full
power and authority to bind Landlord.
20.2 Tenant's Authority. As a material inducement for Landlord to enter
into this Lease, Tenant hereby warrants and represents that Tenant is duly
organized and validly existing and in good standing as a corporation under the
laws of the State of Michigan; that Tenant is fully qualified to do business in
the State of Ohio; that Tenant has full power, authority and legal right to
enter into this Lease and to consummate the transactions contemplated hereby;
and that the parties signing this Lease on behalf of Tenant have full power and
authority to bind Tenant.
ARTICLE XXI
MISCELLANEOUS
21.1 Holding Over. In the event that Tenant or anyone claiming under
Tenant shall continue occupancy of the Premises after the expiration of the
original term of this Lease without any agreement in writing between Landlord
and Tenant with respect thereto, such occupancy shall not be deemed to extend or
renew the term of this Lease, but such occupancy shall continue as a tenancy
from month to month upon the covenants, provisions and conditions herein
contained and at one hundred fifty percent (150%) of the Fixed Rental in effect
upon the expiration of the term, prorated and payable for the period of such
occupancy, and Landlord shall have the right to terminate such tenancy upon five
(5) days written notice to Tenant.
21.2 Waivers. Failure of Landlord to complain of any act or omission on
the part of Tenant, no matter how long the same may continue, shall not be
deemed to be a waiver by Landlord of any of its rights hereunder. No waiver by
Landlord at any time, express or implied, of any breach of any provision of this
Lease shall be deemed a waiver of a breach of any other provision of this Lease
or a consent to any subsequent breach of the same or any other provision. If any
action by Tenant shall require the consent or approval of Landlord, Landlord's
consent to or approval of such action on any one occasion shall not be deemed a
consent to or approval of said action on any subsequent occasion or a consent to
or approval
23
of any other action on the same or any subsequent occasion.
21.3 Notices. All notices and other communications authorized or
required hereunder shall be in writing and shall be given by mailing the same by
certified mail or registered mail, return receipt requested, postage prepaid,
and any such notice or other communication shall be deemed to have been given
when received by the party to whom such notice or other communication shall be
addressed, or on the date noted that the addressee has refused delivery or on
the date that the notice is returned to sender due to the inability of the
postal authorities to deliver. Notices shall be mailed to the address
hereinabove set forth or such other address as either party may hereafter
designate by notice to the other.
21.4 Attorneys' Fees. If either party hereto be made or becomes a party
to any litigation commenced by or against the other party involving the
enforcement of any of the rights and remedies of such party, or arising on
account of the default of the other party in the performance of such party's
obligations hereunder, then the prevailing party in any such litigation, or the
party becoming involved in such litigation because of a claim against such other
party, as the case may be, shall receive from the other party all costs and
reasonable attorneys' fees incurred by such party in such litigation.
21.5 Force Majeure. In the event that Landlord or Tenant shall be
delayed or hindered in or prevented from the performance of any act (other than
Tenant's obligation to make payments of Fixed Rent and other charges required
hereunder), by reason of strikes, lockouts, unavailability of materials, failure
of power, restrictive governmental laws or regulations, riots, insurrections,
the act, failure to act, or default of the other party, war or other reason
beyond its control, then performance of such act shall be excused for the period
of the delay and the period of the performance of such act shall be extended for
a period equivalent to the period of such delay. Notwithstanding the foregoing,
lack of funds shall not be deemed to be a cause beyond control of either party.
21.6 Estoppel Certificates. At any time and from time to time upon
Landlord's written request, Tenant will execute, acknowledge and deliver to
Landlord a certificate certifying that:
(a) The Lease is in full force and effect;
(b) The Lease has not been modified or amended in any respect
or, if modified, submitting copies of such modifications or
amendments;
(c) There are no defaults thereunder (or if there are
defaults) specifying the nature of such defaults); and
(d) Any other matter which Landlord may reasonably request
with respect to
24
this Lease.
Upon any failure of Tenant to execute and deliver such estoppel
certificates within ten (10) days after receipt of Landlord's written notice
thereof, Landlord shall have the same remedies as set forth in Section 17.1
above.
21.7 Invalidity of Particular Provision. If any term or provision of
this Lease or the application hereto to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
21.8 Captions and Definitions. The captions of the Sections of this
Lease are for convenience only and are not a part of this Lease and do not in
any way limit or amplify the terms and provisions of this Lease. The word
"Landlord" and the pronouns referring thereto, shall mean, where the context so
admits or requires, the persons, firm or corporation named herein as landlord or
the mortgagee in possession for the time being of the Premises. Any pronoun
shall be read in the singular or plural number and in such gender as the context
may require. Except as in this Lease otherwise provided, the terms and
provisions of this Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
21.9 Entire Agreement. This instrument contains the entire and only
agreement between the parties, and no oral statement or representations or prior
written matter not contained in this instrument shall have any force and effect.
This Lease shall not be modified in any way except by a writing executed by both
parties.
21.10 No Partnership. Landlord is not and shall not become by this
Lease or by any rights granted or reserved herein a partner or joint venturer of
or with Tenant in the conduct of Tenant's business or otherwise.
21.11 Liability of Landlord.
(a) If Landlord should sell or otherwise transfer Landlord's interest
in the Premises, Tenant agrees that Landlord shall thereafter have no liability
to Tenant under this Lease or any modification or amendment thereof or
extensions or renewals thereof, except for such liabilities which might have
accrued prior to the date of such sale or transfer of Landlord's interest.
Landlord shall be liable under this Lease only while owner of the Premises.
(b) Notwithstanding anything herein contained to the contrary, if
Landlord shall at any time be in default of its obligations hereunder, Tenant
shall not exercise any of its remedies for such default unless Tenant shall have
given Landlord written notice thereof (but
25
Landlord shall not be deemed in default if such default cannot reasonably be
cured in thirty [30] days and Landlord commences to remedy such default within
said thirty [30] day period and proceeds therewith with due diligence until
completion); provided, however, if Landlord's default has created an emergency
situation requiring immediate corrective action to protect property or persons
from damage or injury, Tenant shall be permitted to take reasonable corrective
action at Landlord's expense prior to such notice provided Tenant has used its
best efforts to give Landlord verbal notice and Landlord has not promptly
responded.
(c) If Landlord shall fail to perform any covenant, term or condition
of this Lease upon Landlord's part to be performed or if Landlord shall be
liable to Tenant in any way arising out of this Lease, or pursuant to statute,
law, ordinance or regulation, or under the common law, and, as a consequence, if
Tenant shall recover a money judgment against Landlord, such judgment shall be
satisfied only out of the proceeds received at a judicial sale upon execution
and levy against the right, title and interest of Landlord in the Premises. If
Landlord is an individual, a trustee of a trust or a partnership, Landlord's
obligations hereunder shall not be binding upon, nor shall there be any personal
liability by, Landlord individually, the trustees of said trust, the
beneficiaries of said trust, the partnership, or the partners of the
partnership.
21.12 Memorandum of Lease. This Lease shall not be recorded; however,
Landlord and Tenant shall, upon the request of either, execute and deliver a
Memorandum of Lease setting forth such information as may be necessary to
constitute a "short form lease", which Tenant shall, at its sole expense, cause
to be recorded in the County Recorder's Office having jurisdiction over the
Premises within thirty (30) days after the execution of said Memorandum of
Lease.
21.13 Brokers. Landlord and Tenant represent and warrant that they have
not dealt with any real estate broker in connection with this Lease other than
Xxxxxxx Xxxx of Xxxx X. Xxxx and Associates and Xxxxxxxxx Xxxxxx of Signature
Associates-Oncor International who will share evenly in the commission, which
shall be paid by Landlord. Except as aforesaid, Landlord and Tenant agree to
indemnify and hold each other harmless from all liabilities arising from any
claim resulting from their having dealt with any broker in connection with this
Lease.
22. Parking. Tenant shall have non-exclusive right along with other
tenants at the building to utilize the existing 160 parking spaces. In the event
Tenant requires additional parking spaces, and subject to a mutually executed
agreement, Landlord, at Tenant's request will add 30 new spaces, the rent for
which will be paid by Tenant at a monthly rate to be determined based on the
value of the land and the cost to install said parking spaces and improvements.
26
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written by their respective officers thereunto duly
authorized.
LANDLORD:
00
XXXXXXXX XXXXXXX XXXXXXXX
XXXX LIMITED
Signed in the presence of:
an Ohio limited liability company
_________________________________ By: _____________________________
_________________________________ Its: _____________________________
TENANT:
ASSET ACCEPTANCE CORP
Signed in the presence of:
a(n) _____________________________
__________________________________ By: ______________________________
__________________________________ Its: _____________________________
28
STATE OF OHIO )
) SS.
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named Brooklyn Heights Business Park Limited, an Ohio limited
liability company, by _______________________, its member, who acknowledged that
he did sign the foregoing instrument and that the same is the free act and deed
of said limited liability company and his free act and deed personally and as
such member.
IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of
_________________, 2000.
_________________________
NOTARY PUBLIC
CORPORATE ACKNOWLEDGEMENT
STATE OF ______________)
) SS.
COUNTY OF ____________ )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Asset Acceptance Corp, a(n) ________ corporation, by___________________
who acknowledged that [he/she] did sign the foregoing instrument and that the
same is the free act and deed of said ____________ and [his/her] free act and
deed personally and as such.
IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of
_________________, 2000.
____________________________
NOTARY PUBLIC
EXHIBIT "A"
(page 1 of 2)
LEGAL DESCRIPTION
Situated in the Village of Brooklyn Heights, County of Cuyahoga and State of
Ohio and known as being part of Original Xxxxxxxxxxxx Xxxxxxxx Xxx Xx. 0, Xxxxx
Xx. 0, and Lots Nos.10 & 11, Tract No.2 and more fully described as follows:
Beginning at a point at the intersection of the centerline of Lancaster Drive
(80 feet wide) with the centerline of West Resource Drive (60'feet wide);
Thence North 85 degrees 23' 30" West along the centerline of West Resource
Drive, as aforesaid, 109.20 feet to a point and P.C. of a curve;
Thence by the arc of a curve bearing to the right and along the centerline of
West Resource Drive, as aforesaid:
Radius 300.00 feet, Delta = 28 degrees 00' 00" Arc = 146.61 feet, Chord 145.15
feet and Chord Bearing North 71 degrees 23' 10" West to a point and P.T. of said
curve;
Thence North 57 degrees 23' 30" West along the centerline of West Resource
Drive, as aforesaid 244.60 feet to a point and P.C. of a curve;
Thence by the arc of a curve bearing to the left and along the centerline of
West Resource Drive, as aforesaid:
Radius = 230.00 feet, Delta = 43 degrees 00' 00", Arc = 172.61 feet, Chord =
168.59 feet and Chord Bearing North 78 degrees 53' 30" West to a point of
compound curvature;
Thence by the arc of a curve bearing to the left and along the centerline of
West Resource Drive, as aforesaid:
Radius = 300.00 feet, Delta = 39 degrees 30' 00", Arc = 206.82 feet, Chord =
202.75 feet and Chord Bearing South 59 degrees 51' 30" West to a point and P.T.
of said curve;
Thence South 40 degrees 06' 30" West along the centerline of West Resource
Drive, as aforesaid, 170.16 feet to a point;
Thence South 49 degrees 53' 30" East 30.00 feet to a point on the Southeasterly
line of West Resource Drive, as aforesaid and principal place of beginning;
Thence South 40 degrees 06' 30" West 123.23 feet to a point on the Northerly
line of a parcel of land conveyed to Xxxxxx Foundation Health Plan of Ohio by
deed recorded in Volume 91-8501, Page 3 of Cuyahoga County Deed Records;
Thence North 68 degrees 55' 00" West along the Northerly line of said parcel
conveyed to Xxxxxx Foundation Health Plan of Ohio 25.00 feet to a point at the
Northwesterly corner thereof;
Thence South 51 degrees 05' 00" West along the Westerly line of said parcel
conveyed to Xxxxxx Foundation Health Plan of Ohio 294.75 feet to a point on the
Northerly limited access line of Interstate 480;
EXHIBIT "A"
(page 2 of 2)
Thence North 55 degrees 24' 37" West along the Northerly limited access line of
Interstate 480 a distance of 433.65 feet to a point;
Thence North 54 degrees 06' 29" West along the Northerly limited access line of
Interstate 480 a distance of 61.81 feet to a point on the Northerly line of
Original Xxx Xx.00, Xxxxx Xx.0 in Independence Township;
Thence North 88 degrees 25' 05" East, along said Northerly line of said Original
Lot No. 11, 173.12 feet to a point;
Thence North 8 degrees 34' 20" East 178.98 feet to a point;
Thence South 78 degrees 42' 40" East 146.36 feet to a point in the centerline of
vacated Marango Drive, as shown in the Vacation Plat recorded in Volume 243,
Page 42 of Cuyahoga County map Records;
Thence South 37 degrees 36" 18" West 7.31 feet to a point;
Thence South 60 degrees 16' 16" East 310.57 feet to a point;
Thence North 68 degrees 11' 48" East 31.03 feet to a point on Southwesterly line
of West Resource Drive cul-de-sac;
Thence by the arc of a curve bearing to the left and around the West Resource
Drive cul-de-sac; Radius = 60.00, Delta = 118 degrees 25' 18',1 Arc = 124.01
feet, Chord = 103.09 feet and Chord Bearing South = 0 degrees 40' 48" East to a
point and the principal place of beginning and containing 3.4684 acres of land,
be the same more or less, but subject to all legal highways.
22275L
June 10, 1998
EXHIBIT "B"
(Site Plan to be attached)
EXHIBIT "C-1"
IMPROVEMENTS BY LANDLORD
Landlord shall provide allowance of $276,600.00 for construction of
offices. Any additional build-out cost above the allowance shall be paid by the
Tenant. After final completion of build-out, any unused portion of the allowance
will be credited toward rent.
FIRST AMENDMENT TO LEASE
AGREEMENT, made this________ day of __________, 2001, by and between
BROOKLYN HEIGHTS BUSINESS PARK LIMITED, an Ohio limited liability company,
("Landlord") and ASSET ACCEPTANCE CORP., a Michigan corporation, ("Tenant").
W I T N E S S E T H:
WHEREAS, by Lease dated November 17, 2000, Landlord leased to Tenant
certain space contained in the building located at 000 Xxxxxxxxx Xxxxx in the
City of Brooklyn Heights, County of Cuyahoga and State of Ohio (the "Leased
Premises").
WHEREAS, Landlord and Tenant have agreed to expand the Tenant's
Premises and extend the term of the Lease as hereinafter provided;
NOW THEREFORE, the parties hereby mutually covenant and agree as
follows:
1. Upon substantial completion of Tenant Improvements,
approximately 11,115 square feet will be added to the Premises and made a part
thereof.
2. The term of the Lease shall be extended so that the
expiration date shall be five years after the first day of the month following
substantial completion of Tenant Improvements, provided, however, that the new
term shall commence no later than October 1, 2001.
1
3. Commencing on the earlier of (i) the first day of the month
following substantial completion of Tenant Improvements or, (ii) October 1,
2001, the rent for the entire renewal term shall be based on the following
schedule:
Square Feet From To Rent Per Month
----------- ---- -- --------------
11,525 4/1/01 8/31/01 $ 11,525.00
22,640 10/1/01 3/31/02 23,740.00
" 4/1/02 9/30/02 23,980.00
" 10/1/02 3/31/03 24,211.66
" 4/1/03 9/30/03 24.451.76
" 10/1/03 3/31/04 24,683.33
" 4/1/04 9/30/04 24,923.44
" 10/1/04 3/31/05 25,155.00
" 4/1/05 9/30/05 25,395.11
" 10/1/05 9/30/06 $ 25,626.67
The above rent schedule includes $1,100.00 per month as rent
for approximately 42 additional parking spaces to be constructed per Section 22
of the original Lease. Each installment of rent is to be paid in advance on the
first day of each and every calendar month during the term of this Lease,
without setoff or deduction, at Landlord's office or such other place as
Landlord may designate.
4. Landlord will make Tenant Improvements to the additional
11,115 square feet based on the terms contained in Article V of the original
Lease and based on substantially the same level and quality of finish-out as
Tenant's current Leased Premises. Landlord and Tenant shall work together to
develop a mutually acceptable floor plan, which shall be attached hereto as
Exhibit "C-1".
5. On the Commencement Date of the new term, Tenant's
proportionate share of Operating Expenses and Taxes shall increase from 37.85%
to 74.36%.
2
6. Except as herein otherwise provided, in all other respects,
the terms and conditions contained in Lease dated November 17, 2000, shall
remain in full force and effect during the term of this Lease extension.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the _______ day of _________________, 2001 as to Tenant and the ________________
day of ____________, 2001 as to Landlord.
Signed in the Presence of: LANDLORD: BROOKLYN HEIGHTS BUSINESS
PARK LIMITED
______________________________ ____________________________________
______________________________
TENANT: ASSET ACCEPTANCE CORP.
______________________________ _____________________________________
______________________________
3
STATE OF OHIO )
) SS.
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared the above named Brooklyn Heights Business Park Limited, an Ohio limited
liability company by_________________, its member, who acknowledged that he did
sign the foregoing instrument and that the same is the free act and deed of said
limited liability company and his free act and deed personally and as such
member.
IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of
_________________, 2001.
_________________________
NOTARY PUBLIC
CORPORATE ACKNOWLEDGEMENT
STATE OF _____________)
) SS.
COUNTY OF ____________)
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Asset Acceptance Corp., a Michigan corporation, by____________________
who acknowledged that [he/she] did sign the foregoing instrument and that the
same is the free act and deed of said corporation and [his/her] free act and
deed personally and as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand, this _____ day of
_________________, 2001.
____________________________
NOTARY PUBLIC
4
EXHIBIT "C-1"
TENANT IMPROVEMENTS
(TO BE ATTACHED)
5