OFFICE LEASE
PREMISES:
000 XXXXX XXXXXX BUILDING
000 XXXXX XXXXXX
XXXXXXXX, XXXXXXXX 00000
LANDLORD
MORTGAGE ONE CORPORATION
TENANT
ION LASER TECHNOLOGY, INC.
SUITE 507
LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into as of this 23/rd/ day of June,
1998, by and between Mortgage One Corporation, (hereinafter called the
"Landlord") and Ion Laser Technology, Inc. (hereinafter called the "Tenant").
W I T N E S S E T H:
That in consideration of the rents, covenants and conditions herein set
forth, Landlord and Tenant do hereby covenant, promise and agree as follows:
1.1 BASIC LEASE PROVISIONS.
LANDLORD: Mortgage One Corporation
ADDRESS OF LANDLORD: Mortgage One Corporation
C/O JCF Real Estate, Inc.
00 X. XxXxxxx Xxxxxx -- Xxxxx Xx. 0000
Xxxxxxx, XX 00000
TENANT: Ion Laser Technology, Inc.
ADDRESS OF TENANT:
TENANT'S TRADE NAME: Brite Smile
LEASE PREMISES: 000 Xxxxx Xxxxxx, Xxxxxxxx, XX, Suite No. 507
APPROXIMATE RENTABLE AREA
OF LEASE PREMISES: 2,654 square feet
TENANT'S PROPORTIONATE SHARE: 3.27%
EXPENSE BASE STOP: Those expenses paid or incurred during the
calendar year 1998 as defined in Section 3.2(a)(1)
hereof.
TAXES BASE STOP: Those taxes paid during the calendar year 1998 as
defined in Section 3.2(a)(6) hereof.
LEASE TERM: Sixty-Two (62) Months
COMMENCEMENT DATE: August 1, 1998
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EXPIRATION DATE: September 30, 2003
BASE RENT (Subject to the provisions of rent adjustment in Section 3.2 of this
Lease):
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PERIOD PSF MONTHLY ANNUAL
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08/01/98-09/30/98 $ 0.00 $ 0.00 $ 0.00
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10/01/98-09/30/99 $17.50 $3,870.42 $ 46,445.00
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10/01/99-09/30/00 $18.00 $3,981.00 $ 47,772.00
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10/01/00-09/30/01 $18.50 $4,091.58 $ 49,099.00
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10/01/01-09/30/02 $19.00 $4,202.17 $ 50,426.00
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10/01/02-09/30/03 $19.50 $4,312.75 $ 51,753.00
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TOTAL BASE RENT: $245,495.00
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PERMITTED USES: The Leased Premises shall be used solely to
conduct general office business, light electronic
assembly and research and development.
SECURITY DEPOSIT: $11,611.26
RENEWAL OPTION: Provided Tenant is not in default under this
Lease, Tenant shall have the option to renew this
Lease for an additional three (3) year term at the
then market rate.
TERMINATION OPTION: Provided Tenant is not in default under this
Lease, Tenant is hereby granted an option to
terminate the Lease at the end of the third year
of the Lease Term; provided, however, that Tenant
shall have given Landlord written notice of its
intent to exercise the option at least 120 days
prior to the expiration of the third year of the
Lease Term accompanied with a termination fee
equal to the unamortized portion of the
improvement
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and lease commission costs amortized at nine
percent (9%).
LANDLORD IMPROVEMENTS: Landlord, at Landlord's expense, shall buildout
the Leased Premises pursuant to an agreed upon
space plan prepared by PAL dated June 10, 1998
(with the exception of the plumbing and laminate
cabinets).
1.2 Significance of a Basic Lease Provisions. Each reference in this
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Lease to any of the Basic Lease Provisions contained in Section 1.1 of this
Lease shall be deemed and construed to incorporate all of the terms provided
under each such Basic Lease Provision.
1.3 Enumeration of Exhibits. The exhibits listed in this Section and
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attached to this Lease are incorporated in this Lease by this reference and are
to be construed as part of this Lease.
Exhibit A. Legal Description
Exhibit B. Landlord's Work.
2.1 Demise and Recording. In consideration of the obligation of Tenant to
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pay rent as herein provided, and in consideration of the other terms,
provisions, and covenants hereof, Landlord hereby demises and leases to Tenant,
and Tenant hereby accepts and leases from Landlord, the Leased Premises which
are located in the building commonly known as 000 Xxxxx Xxxxxx Building (the
"Building", situated on the real property described in Exhibit A attached hereto
(the "Property"). The Leases Premises shall be used for the purposes enumerated
in Section 1.1 hereof, and no others. Tenant agrees not to record this Lease;
however, Tenant agrees to execute, acknowledge and deliver at any time after the
date of this Lease, at the request of Landlord, a "short form lease" suitable
for recording, setting forth those items, except rental, contained herein.
Landlord shall have the right, at its sole option, to record said short form
lease at any time during the Lease Term, or any extensions or renewals thereof.
TO HAVE AND TO HOLD the same for the Lease Term beginning on the
Commencement Date and ending on the Expiration Date unless terminated or
extended pursuant to any provision hereof. Tenant acknowledges that the only
representations as to the repair of the Leased Premises, or promises to alter,
remodel or improve the Lease Premises by Landlord are those which are expressly
set forth in this Lease.
2.2 Commencement of the Terms. The Term of this Lease shall begin upon
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the Commencement Date as defined in Section 1.1 of this Lease.
2.3 Alterations. Landlord agrees to perform at Landlord's cost and
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expense those improvements described as Landlord's Work on Exhibit B attached
hereto as and by this reference made a part hereof. All alterations, additions,
improvements and partitions erected by Tenant shall be and remain the property
of Tenant during the term of this Lease and Tenant shall, unless Landlord
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otherwise elects as hereinafter provided, remove all alterations, additions,
improvements and partitions erected by tenant and restore the Leased Premises to
its original condition by the date of termination of this Lease or upon an
earlier date on which Tenant shall have vacated the Leased Premises; provided,
however, that, if at such time Landlord so elects, in Landlord's sole
discretion, such alterations, additions, improvements and partitions shall
become the property of Landlord as of the date of termination of this Lease or
upon an earlier date on which Tenant shall have vacated the Leased Premises and
title shall pass to Landlord under this Lease as by a xxxx of sale. All such
alterations, removals and restoration shall be accomplished in a good and
workmanlike manner by contractors approved in writing by Landlord so as not to
damage the primary structure or structural qualities of the Building. Tenant
shall, prior to any construction, provide such assurances to Landlord, including
but not limited to, waivers of lien, surety company performance bonds, letters
of credit and personal guaranties of individuals of substance, as Landlord, in
its sole discretion, shall require to assure payment of the costs thereof and to
protect Landlord against any loss from, or encumbrance of, the Leased Premises
by any mechanics', laborers', materialmen's or other liens.
2.4 Delivery of Possession. If the Landlord shall be unable to give
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possession of the Leases Premises on the Commencement Date by reason of any of
the following: (i) the Landlord has not completed its preparation of the Leases
Premises, (ii) the Landlord is unable to give possession of the Leased Premises
by reason of the holding over or retention of possession of any tenant, tenants
or occupants, or (iii) for any other reason, Landlord shall not be subject to
any liability for failure to give possession, although Tenant shall have the
right to terminate this lease if the Leased Premises are not Substantially
Completed (as hereinafter defined), for any reason other than delays caused by
Tenant, by the ninetieth (90/th/) day after the Commencement Date. Under such
circumstances the rent reserved and covenanted to be paid herein shall not
commence until the Leased Premises are available for occupancy, and no such
failure to give possession on the Commencement Date shall affect the validity of
this Lease or the obligations of the Tenant hereunder. In the event that the
Commencement Date is delayed pursuant to this Subsection 2.4, the expiration
Date shall be deemed automatically adjusted so as to cause the Lease Term to
remain the same. As used in this Lease, the term "Substantial Completion" shall
mean the date on which the earlier of the following three events shall occur:
(i) the Tenant occupies the Leased Premises or a portion thereof; (ii) the date
on which the Landlord or its agent sufficiently complete the Landlord's Work to
enable the Tenant to use the Leased Premises for the purposes intended; or (iii)
the date on which the Landlord or Landlord's Agents sufficiently complete the
Landlord's Work to enable the Tenant's contractors, if any, to begin or complete
any additional work or a portion thereof not to be performed by the Landlord or
its agents.
2.5 Acceptance. The taking of possession by Tenant shall be deemed
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conclusively to establish that the Building, other improvements, and the Leased
Premises are in good and satisfactory condition as of the date on which
possession is so taken. Upon the Commencement Date Tenant shall, if requested
by Landlord, execute and deliver to Landlord a letter of acceptance of delivery
of the Leased Premises, such letter to be on Landlord's standard from therefor.
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3. Rent. The term "Rent" for the Leased Premises shall include all of
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the following items:
3.1 Base Rent. Tenant agrees to pay the Base Rent as described in Section
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1.1 of this Lease to Landlord for the Leased Premises in lawful money of the
United States for the entire Term hereof monthly in advance. The first monthly
payment shall be made upon execution hereof. Thereafter, one such monthly
installment shall be due and payable without demand on or before the first day
of each calendar month succeeding the Commencement Date; provided, however, that
the monthly payment of Base Rent for any fractional calendar month at the
Commencement or end of this Lease Term (or Renewal Term, if any) shall be
prorated.
3.2 Rent Adjustments. In addition to Base Rent, Tenant shall make
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payments in accordance with the provisions of this Section 3.2
(a) Definitions.
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(1) "Expenses" means and includes those expenses paid or incurred by
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Landlord for maintaining, operating and repairing the Building, the cost of
electricity for Common Areas used in the operation of the Building, steam,
water, fuel, heating, lighting, air-conditioning, window cleaning,
janitorial service, insurance, including but not limited to, fire, extended
coverage, liability, workmen's compensation, elevator, or any other
insurance carried in good faith by Landlord and applicable to the Building,
painting, uniforms, customary management fees, supplies, sundries, sales or
use taxes on supplies or services, costs of wages and salaries of all
persons engaged in the operation, maintenance and repair of the Building,
and so-called fringe benefits, including social security taxes,
unemployment insurance taxes, cost for providing coverage for disability
benefits, costs of any pensions, hospitalization welfare or retirement
plans, or any other similar of like expenses incurred under the provisions
of any collective bargaining agreement, or any other cost or expense which
Landlord pays or incurs to provide benefits for employees so engaged in the
operation, maintenance and repair of the Building, the charges of any
independent contractor who, under contract with Landlord or its
representatives, does any of the work of operating, maintaining or
repairing of the Building, legal and accounting expenses, including, but
not limited to, such expenses as relate in seeking or obtaining reductions
in and refunds of Taxes (as hereinafter defined), amortizable expenses, as
hereinafter described, or any other expense or charge, whether or not
hereinbefore mentioned, considered as an expense of owning (except for
ownership interest expenses for servicing mortgage indebtedness),
maintaining, operating, or repairing the Building. If any item of Expense,
though paid in one year, relates to more than on calendar year, at the
option of Lessor, such Expense shall be proportionately allocated among
such related calendar years. Amortizable Expenses shall include but not
limited to: (i) any item of operating expenses or group of similar items
in excess of $10,000.00 which Landlord, in Landlord's sole discretion,
determines to be distorting the amount of normal operating expenses in any
calendar year; (ii) the cost of capital improvements or depreciable
equipment which reduces some of the operating expenses or are required by
law or applicable government regulation; or (iii) the unamortized portions
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of such expenses, plus interest on any unamortized amount thereof at the
rate of ten percent (10%) per annum, may be amortized by Landlord over a
period of not less than five (5) years or more than (10) years. Expenses
shall not include depreciation, the cost of altering or finishing other
tenant space, rent under any ground lease and brokerage and leasing
commissions.
(2) "Rent Adjustment" means any amount owed by Tenant resulting from
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increases in expenses and/or Taxes. The Rent Adjustment shall be paid in
addition to Base Rent and, notwithstanding anything herein to the contrary,
shall be determined on a calendar year basis as opposed to a Lease Year.
(3) "Rentable Area of the Building" is 81,044 square feet.
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(4) "Rentable Area of the Entire Leases Premises" is defined in
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Section 1.1 of the Lease. The parties acknowledge and agree that the
Rentable Area of the Entire Leased Premises is computed by multiplying the
usable square footage of the Leased Premises by a faction of 1.15.
(5) "Rent Adjustment Deposit" shall be equal to the Rent Adjustments
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reasonably estimated by Landlord with respect to any calendar year (or any
portion of a calendar year) included in the term of this Lease, divided by
the number of months in said calendar year within the term hereof. The
Rent Adjustment Deposit shall be subject to change in accordance with
provisions of Section 3.2(e).
(6) "Taxes" means real estate taxes, assessments, sewer rents, rates
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and charges, transit taxes, taxes based upon the receipt of rent, and any
other federal, state or local government charges, general, special,
ordinary or extraordinary (but not including income of franchise taxes or
any other taxes imposed upon or measured by Landlord's income or profits,
unless the same shall be imposed in lieu of real estate taxes), which may
now or hereafter be levied or assessed against the Building or the real
estate underlying the Building excepting therefrom any interest and/or
penalties payable on any of the above amounts due as a result of late
payments. In case of special taxes or assessments which may be payable in
installments, only the amount of each installment paid during a calendar
year shall be included in Taxes for that year. Taxes shall also include
any personal property taxes (attributable to the year in which paid)
imposed upon the furniture, fixtures, machinery, equipment, apparatus,
systems and appurtenances used in connection with the Building for the
operation thereof. The amount of Taxes attributable to any calendar year
of the term of this Lease shall be the amount of Taxes payable in such
year, notwithstanding that in each case the assessments for such Taxes may
have been made for a different year or different years than the year in
which payable.
(7) "Tenant's Proportionate Share" is defined in Section 1.1 of the
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Lease and means the proportion the Rentable Area of the Leased Premises
bears to the Rentable Area of the Building.
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(b) If the amount of Expenses attributable to any calendar year during the
term hereof is greater than the Expense Base Stop defined in Section 1.1 of the
Lease, then Tenant shall pay Landlord as a Rent Adjustment for such calendar
year, Tenant's Proportionate Share of such excess.
(c) If the amount of Taxes attributable to any calendar year during the
term hereof is greater than the Expense Base Stop defined in Section 1.1 of the
Lease, then Tenant shall pay Landlord as a Rent Adjustment for such calendar
year, Tenant's Proportionate Share of such excess.
(d) Tenant shall pay Landlord the Rent Adjustment Deposit in the same
manner as Base Rent, in advance on the first day of each month during the term
hereof, provided however, the first monthly payment shall be made upon execution
hereof.
(e) As soon as reasonably feasible after the expiration of each calendar
year during the term hereof, Landlord will furnish Tenant a statement (the
"Statement") showing the following: (1) Expenses and Taxes for said calendar
year; (2) The amount of Rent Adjustment due Landlord for said calendar year ,
less credits for Rent Adjustment Deposits paid and attributable to said calendar
year, if any; and (3) The Rent Adjustment Deposit due in the current calendar
year, and the amount or revised amount due for the months prior to the rendition
of the Statement or any Revised Statement as hereinafter defined. Any amount
due Landlord as shown on any such Statement shall be paid by Tenant within
thirty (30) days after it is furnished to Tenant. Any over-payment by Tenant
shall be credited towards the monthly Rent Adjustment Deposits next coming due.
If any increase in Expenses occurs at any time after the preparation of any
Statement which increase results in a projected increase of five (5%) percent or
more in Expenses, the Statement may be revised by Landlord and the Rent
Adjustment Deposits for the remainder of the then current calendar year shall be
revised by entering such increases in expenses into the annualized projection
used in the Statement and recalculating the Rent Adjustment Deposits to provide
for the full payment of the new projected estimate of calendar year Expenses in
the months remaining in said calendar year after the issuance of such a revised
statement (the "Revised Statement"). If a Revised Statement is issued, the
monthly amount due Landlord for the months prior to the rendition of the next
Statement in the succeeding calendar year shall be equal to one-twelfth (1/12th)
the amount of the recalculated annualized projection.
(f) If the Commencement Date is on any day other than the first day of
January, or if the termination date is on any day other than the last day of
December, any Rent Adjustment Deposit payment due Landlord shall be prorated,
and Tenant shall pay such amount within thirty (30) days after being billed.
This covenant shall survive the termination of this Lease.
3.3 Electric Service. To the extent Tenant is not billed directly by a
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public utility, Tenant shall pay Landlord in advance monthly, upon demand, as
additional rent, Landlord's monthly estimate of all electricity used by Tenant
in the Leased Premises for lighting, convenience outlets, and other direct uses.
Any difference between the Landlord's estimate and the Tenant's actual use as
subsequently determined by Landlord shall either be billed or credited to
Tenant's subsequent rent
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bills as the case may require. Tenant's actual use shall be based upon Tenant's
pro-rata share of the total electrical charges of the Building, however,
Landlord may, in its sole discretion, adjust said amount based upon any
extraordinary use of electrical power by Tenant, including, without limitation,
extended hours of operation as compared to other tenants of the Building and the
operation of equipment requiring large amounts of electricity. Tenant shall
furnish, at its own expense, all electric light bulbs, tubes and ballasts during
the Lease Term, provided, however, that Landlord agrees that all lighting
fixtures, light bulbs, tubes and ballasts provided by Landlord shall be in
working condition at the commencement of the Lease Term. Tenant will not without
the written consent of Landlord use any apparatus or device, including but not
limited to any computers and other high technology equipment in the Leased
Premises, which will in any way increase its usage beyond the amount of
electricity which Landlord determines to be reasonable for use of the Leased
Premises for the permitted uses described herein, nor connect with electric
current (except through existing electrical outlets in the Leased Premises).
Tenant shall not use or require electric current in excess of that which is
reasonably obtainable from existing electric outlets and normal for use of the
Leased Premises as determined by the Landlord for the permitted uses described
herein, unless Tenant shall first have procured the consent of Landlord and
Tenant shall have paid all costs of installation of all facilities necessary to
furnishing such excess capacity and for such increased electricity usage.
Interruptions of any service provided by Landlord and Tenant shall have paid all
costs of installation of all facilities necessary to furnishing such excess
capacity and for such increased electricity usage. Interruptions of any service
provided by Landlord resulting in whole or in part from any cause of causes
beyond the reasonable control of Landlord shall not be deemed an eviction or
disturbance of Tenant's use and possession of the Leased Premises or any part
thereof, or render Landlord liable for damages by abatement of rent or otherwise
or relieve Tenant from performance of Tenant's obligations under this Lease.
3.4 Miscellaneous Charges. Tenant shall also pay to Landlord as
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additional rent hereunder all other sums payable to Landlord pursuant to any
other provision of this Lease.
4. Security Deposit. In addition Tenant agrees to deposit, as a Security
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Deposit, with Landlord on the date hereof the sum defined in Section 1.1, which
sum shall be held by Landlord, as security for the full, timely and faithful
performance of Tenant's covenants and obligations under this Lease, it being
expressly understood and agreed that such deposit is not an advance rental
deposit or a measure of Landlord's damages in case of Tenant's default. Unless
specifically required by law, no interest shall be paid on the Security Deposit.
Upon the occurrence of any default by Tenant, Landlord may, from time to time,
without prejudice to any other remedy provided herein or provided by law, use
such fund to the extent necessary to make good any arrears of rent or other
payment due Landlord hereunder, and any other damage, injury, expense or
liability caused by any event of Tenant's default; and Tenant shall pay to
Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. Although the Security Deposit shall be the
property of Landlord, any remaining balance of such deposit shall be returned by
Landlord to Tenant at such time after termination of this Lease when Landlord
shall have determined that Tenant's obligations under this Lease have been
fulfilled. If the Building is conveyed by Landlord, said deposit may, subject
to the other terms and conditions contained in this Lease, be turned over
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to Landlord's grantee, and in such event, Landlord shall be released from any
and all liability to Tenant with respect to said deposit and its application or
return. In the event that the Security Deposit is defined in Section 1.1 as a
specified number of months, then the initial Security Deposit shall be equal to
the product of the number of months specified in Section 1.1 multiplied by the
sum of the monthly Base Rent and the monthly Rent Adjustment Deposits.
Thereafter, Tenant shall maintain the Security Deposit at an amount at all times
equal to the product of the number of the months specified for the Security
Deposit in Section 1.1 multiplied by the sum of the monthly Base Rent and the
Rent Adjustment Deposits. Upon request from time to time, Tenant will
immediately deposit additional sums, if any, required to maintain the Security
Deposit at such amount based on Landlord's estimate of the Rent payable during
the twelve months following any such request.
5. Building Services. Landlord agrees to furnish Tenant, at Landlord's
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expense, while occupying the Leased Premises: (a) janitor and maintenance
service on a daily basis, excluding weekends and Holidays (as hereinafter
defined); (b) passenger elevator service in common with other tenants daily and
freight elevator service in common with other tenants upon request; (c) water,
at those points of supply provided for general use of tenants; and (d) heated or
cooled air in season at such times as Landlord normally furnishes these services
to all tenants of the Building, and at such temperatures and in such amounts as
are in accordance with any applicable statutes, rules or regulations such
service on Sunday and Holidays to be provided by Landlord at Landlord's sole
option, and upon prior written request from Tenant (Landlord hereby reserves the
right to charge Tenant for any such Sunday or Holiday service used by Tenant on
a prorated basis with those other tenants, if any, using the service during said
time periods). Holidays shall mean and include only the following days: New
Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. At night, the building shall be locked and access shall be the same
as now exists in the Building. If heat or air conditioning is furnished at the
request of the Tenant in hours other than normal working hours (Monday through
Friday from 8:00 A.M. to 8:00 P.M. and 8:00 A.M. to 4:00 P.M. on Saturday).
Tenant will pay Landlord charges to supply such services at Landlord's costs;
but neither failure to any extent to furnish, nor any stoppage or interruption
of, these defined services, resulting from any cause beyond Landlord's control,
shall render Landlord liable in any respect for damages to any person, property,
or business, nor be construed as an eviction of Tenant or work an abatement of
rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof.
Tenant shall pay Landlord Tenant's Proportionate Share of the costs of such
services, or if ascertainable, the costs of Tenant's actual use of such
services, in monthly installments fixed by Landlord in addition to the Expenses
described in Section 3.2 of this Lease. Should any equipment or machinery
furnished by Landlord cease to function properly, Landlord shall use reasonable
and diligent efforts to repair the same promptly. Whenever heat generating
machines or equipment are used by Tenant in the Leased Premises which affect the
temperature otherwise maintained by the air conditioning equipment, Landlord
reserves the right to install air conditioning units in the Leased Premises (or
for the use of the Leased Premises), and the expense of such purchase,
installation, maintenance, and repair shall be paid by Tenant upon demand as
additional rent or in the alternative, Tenant shall continue to occupy the
Leased Premises without further responsibility of Landlord for additional air
conditioning. Tenant acknowledges that Landlord does not provide 24-hour
security services in the Building, and hereby waives, on behalf of itself, its
officers, shareholders, partners,
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employees, agents and invitees, any and all claims of any nature or kind against
Landlord due to the fact that Landlord does not provide 24-hour security
services in the Building.
6. USE OF PREMISES
6.1 Manner of Use. Tenant will not occupy or use, nor permit any portion
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of Leased Premises to be occupied or used, for any business or purpose other
than that described in Section 1.1 or any other use or purpose which is unlawful
in part or in whole or deemed to be so in any manner, or which increases the
hazard of fire, nor permit anything to be done which will render void or in any
way increase the rate of fire insurance on the Building or its contents, and
Tenant shall immediately case and desist from such use, paying all costs and
expenses resulting therefrom.
6.2 Compliance with Laws. Tenant shall at its own cost and expense
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promptly obtain any and all licenses and permits necessary for any permitted
use. Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the permitted use and occupancy of the Leased Premises, and shall
promptly comply with all governmental orders and directors for the correction,
prevention and abatement of any violations or nuisances in or upon, or connected
with, the Leased Premises, all at Tenant's sole expense. If, as a result of any
change in the governmental laws, ordinances, and regulations, the Leased
Premises must be altered to lawfully accommodate Tenant's use and occupancy,
such alterations shall be made only with the consent of Landlord and in
compliance with the terms of this Lease, but the entire cost shall be borne by
Tenant, provided, that, the necessity of Landlord's consent shall in no way
create any liability against Landlord for failure of Tenant to comply with such
laws, ordinances and regulations.
6.3 Repairs. Tenant will maintain the Leased Premises (including all
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fixtures installed by Tenant and plate glass) is in good repair, reasonable wear
and tear excepted, and in a clean and healthful condition, and comply with all
laws, ordinances, orders, rules, and regulations (state, federal, municipal, and
other agencies or bodies having jurisdiction thereof) with reference to
condition, or occupancy of the Leased Premises. Any repairs or replacements
shall be made in compliance with the terms of this Lease and with materials and
workmanship of the same character, kind and quality as the original. Tenant
will not, without the prior written consent of Landlord, paint, install lighting
or decorations, or install any signs, window or door lettering or advertising,
media of any type on or about the Leased Premises.
6.4 Conduct of Business. Tenant will conduct its business and control its
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agents, employees and invitees in such a manner as not to create any nuisance,
nor interfere with, annoy, or disturb other tenants or Landlord in the
management of the Building, and shall strictly observe any rules Landlord shall
have prescribed.
6.5 Damage by Tenant. Tenant shall pay upon demand ad additional rent the
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full cost of repairing any damage to the Leased Premises, Building or related
facilities resulting from and/or caused in whole or in part by the negligence or
misconduct of Tenant, its gents, servants, employees,
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patrons, customers, or any other person entering upon the Property as a result
of Tenant's business activities or resulting from Tenant's default hereunder.
6.6 Condition Upon Termination. At termination of this Lease, upon its
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expiration or otherwise, Tenant shall deliver up the Leased Premises with all
improvements located thereon (except as herein provided) in good repair and
condition, reasonable wear and tear excepted, broom clean and free of all
debris.
7. Inspections. Landlord shall have the right to enter the Leased
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Premises at any time, for the following purposes: (i) to ascertain the
condition of the Leased Premises; (ii) to determine whether Tenant is diligently
fulfilling Tenants' responsibilities under this Lease; (iii) to clean and to
make such repairs as may be required or permitted to be made by Landlord under
the terms of this Lease; (iv) to do any other act or thing which Landlord deems
reasonable to preserve the Leased Premises and the Building; or (v) to show the
Leased Premises to prospective purchasers or Mortgagees of the Leased Premises,
Building or Property. During the six (6) months prior to the end of the term
hereof and at any time Tenant is in default hereunder, Landlord shall have the
right to enter the Leased premises at any time for the purpose of showing the
premises. Tenant shall give written notice to Landlord at least thirty (30)
days prior to vacating and shall arrange to meet with Landlord for a joint
inspection of the Leased Premises. In the event of Tenant's failure to give
such notice or arrange such joint inspection, any list of needed restoration or
repairs prepared by Landlord as a result of Landlord's inspection at or after
Tenant's vacating the Leased Premises shall be conclusively deemed correct for
purposes of determining Tenant's responsibility for repairs and restoration.
8. ASSIGNMENT AND SUBLETTING
8.1 Restrictions. Tenant shall not have the right to assign or pledge
------------
this Lease or to sublet the whole or any part of the Leased Premises, whether
voluntarily or by operation of law, or permit the use or occupancy of the Leased
Premises by anyone other than Tenant, without the prior written consent of
Landlord, which consent shall be in Landlord's sole discretion, and such
restrictions shall be binding upon any assignee or subtenant to which Landlord
has consented. In the event Tenant desires to sublet the Leased premises, or
any portion thereof, or assign this Lease, Tenant shall give written notice
thereof to Landlord at least ninety (90) days prior to the proposed commencement
date of such subletting or assignment, which notice shall set forth the name of
the proposed subtenant or assignee, the relevant terms of any sublease and
copies of financial reports and other relevant financial information of the
proposed subtenant or assignee. Landlord shall notify Tenant in writing of its
decision to approve or disapprove of the proposed subletting or assignment or to
exercise its option to recapture the Leased Premises (as provided in Paragraph
8.2 below) within thirty (30) days after Landlord's actual receipt of Tenant's
written notice. Notwithstanding any assignment or subletting to which consent
is given, Tenant shall at all times remain directly, primarily and fully
responsible and liable from the payment of the rent herein specified and for
compliance with all of its other obligations under the terms, provisions and
covenants of this Lease. Any approved sublease shall be expressly assigned
subject to the terms and conditions of this Lease,
11
and Tenant shall pay landlord on the first day of each month during the term of
the sublease, one hundred percent (100%) of the excess of all rent and other
consideration due from the subtenant for such month over that portion of the
Base Rent, Rent Adjustment Deposits and Rent Adjustment due under this Lease for
said month which is allocable to the space sublet. Upon the occurrence of an
Event of default (as hereinafter defined), if the Leased Premises or any part
thereof are then assigned or sublet, Landlord, in addition to any other remedies
herein provided or provided by law, may, at its option, collect directly from
such assignee or subtenant all such rents due and becoming due to Tenant under
such assignment or sublease and apply such rent against any sums due to Landlord
from Tenant hereunder, and no such collection shall be construed to constitute a
novation or release of Tenant from the further performance of Tenant's
obligations hereunder. No assignment, pledge, or subletting shall become
effective until said assignee, pledgee, or subtenant has agreed in writing, on a
form prescribed by Landlord, to be bound by this Lease just as if said assignee,
pledgee, or subtenant were the original tenant.
Notwithstanding anything to the contrary in this Section 8, if Tenant is a
closely-held corporation nd if during the Term of this Lease, the ownership of
shares of stock which constitute control of Tenant changes by reason of sale,
gift or death, Tenant shall notify Landlord of such change within five (5) days
thereof, and Landlord, at its option, may at any time thereafter terminate this
Lease by giving Tenant written notice of said termination at least sixty (60)
days prior to the date of termination stated in the notice. The term "control"
as used herein means the power to directly or indirectly direct or cause the
direction of the management or policies of the Tenant. A change or series of
changes in ownership of stock which would result in direct or indirect change in
ownership by the stockholders or an affiliated group of stockholders of less
than fifty percent (50%) of the outstanding voting stock shall not be considered
a change in control.
8.2 Recapture. In addition to, but not in limitation of, Landlord's right
---------
to approve of any subtenant or assignee, Landlord shall have the option, in its
sole discretion, in the event of any proposed subletting or assignment, to
terminate this Lease, or in the case of a proposed subletting of less than the
entire Leased Premises, to recapture the whole or the portion of the Leased
Premises to be sublet as of the date the subletting or assignment is to be
effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice thereof within thirty (30) days following Landlord's receipt of
Tenant's written notice as the effective date of the sublease or assignment as
if that date had been originally fixed in this Lease for the expiration of the
term hereof. If Landlord recaptures under this paragraph only a portion of the
Leased Premises, the rent during the unexpired term shall xxxxx proportionately
based on the rent contained in this Lease as of the date immediately prior to
such recapture multiplied by a fraction, the numerator of which is the rentable
area recaptured and the denominator of which is the total rentable area of the
Leased Premises immediately prior to such recapture. Tenant shall, at Tenant's
own cost and expense, discharge in full any outstanding commission obligation on
the part of Landlord with respect to this Lease, and any commission which may be
due and owing as a result of any proposed assignment or subletting, whether or
not the Leased Premises are recaptured pursuant hereto and rented by Landlord to
the proposed tenant or any other tenant.
12
9. FIRE AND CASUALTY DAMAGE.
9.1 Termination. If the Building, improvements, or Leased Premises are
-----------
rendered partially or wholly untenantable by fire or other casualty, and if such
damage cannot, in Landlords reasonable estimation, be materially repaired within
ninety (90) days of such damage, then Landlord may, at its sole option,
terminate this Lease as of the date of such fire or casualty. Landlord shall
exercise its option provided herein by written notice to Tenant within sixty
(60) days of such fire or other casualty. For purposes hereof, the Building,
improvements of Leased Premises shall be deemed "materially repaired" if they
are in such condition as would not prevent or materially interfere with Tenant's
use of the Leased Premises for the purpose for which it was being used before
such casualty.
9.2 Restoration. If this Lease is not terminated pursuant to Paragraph
-----------
9.1, then Landlord shall proceed with all due diligence to repair and restore
the Building, improvements or Leased Premises, as the case may be (except that
Landlord may elect not to rebuild if such damage occurs during the last year of
the Term exclusive of any option which is unexercised at the date of such
damage).
9.3 Effect of Termination. If this Lease shall be terminated pursuant to
---------------------
this Section 9, the term of this Lease shall end on the date of such damage as
if that date had been originally fixed in this Lease for the expiration of the
Term hereof. If this Lease shall not be terminated by Landlord pursuant to this
Section 9 and if the Leased Premises are untenantable in whole or in part
following such damage, the Rent payable during the period in which the Premises
are untenantable shall be abated in the proportion that the untenantable area of
the Leased Premises bears to the total area of the Leased Premises, for the
period from the date of such damage or destruction to (i) the date the damage or
destruction shall be materially repaired, or (ii) if the Building, but not the
Leased Premises, is so damaged or destroyed, the date on which the Leased
Premises shall be made tenantable; provided, however, should Tenant reoccupy a
portion of the Leased Premises during the period the restoration work is taking
place and prior to the date that the Leased Premises are substantially repaired
or restored, the Rent allocable to such reoccupied portion, based upon (A) the
proportion which the area of the reoccupied portion of the Premises bears to (B)
the total area of the Premises, shall be payable by Tenant from and after the
date of such occupancy. In the event that Landlord should fail to complete such
repairs and material restoration within one hundred fifty (150) days after the
date of such damage, Tenant may at its option and as its sole remedy terminate
this Lease by delivering written notice to Landlord, whereupon the Lease shall
end on the date of such notice as if the date of such notice were the date
originally fixed in this Lease for the expiration of the Term hereof, provided,
however, that if construction is delayed because of changes, deletions, or
additions in construction requested by tenant, strikes, lockouts, casualties,
acts of God, war, material or labor shortages, governmental regulation or
control or other causes beyond the reasonable control of Landlord, the period
for restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed.
13
In no event shall Landlord be required to rebuild, repair or replace any
port of the partitions, fixtures, additions and other improvements which may
have been placed in or about the Leased Premises by Tenant. Any insurance which
may be carried by Landlord or Tenant against loss or damage to the Building or
Leased Premises shall be for the sole benefit of the party carrying such
insurance and under its sole control.
9.4 Insurance Proceeds. Notwithstanding anything herein to the contrary,
------------------
in the event the holder of any indebtedness secured by a mortgage or deed of
trust covering the Leased Premises, Building or Property requires that any
insurance proceeds be applied to such indebtedness, then Landlord shall have the
right to terminate this Lease by delivering written notice of termination to
Tenant within fifteen (15) days after such requirement is made by any such
holder, whereupon the Lease shall end on the date of such damage as if the date
of such damage were the date originally fixed in this Lease for the expiration
of the term hereof.
9.5 Waiver of Subrogation. Each of Landlord and Tenant hereby releases
---------------------
the other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property caused by fire or any other perils insured in policies of
insurance covering such property, even if such loss or damage shall have been
caused by the fault or negligence of the other party, or anyone for whom such
party shall be responsible, including any other tenants or occupants of the
remainder of the Building in which the Leased Premises are located, provided,
however, that this release shall be lawful at that time and in any event only
with respect to loss or damage occurring during such times as the releasor's
policies shall contain a clause or endorsement to the effect that any such
release shall not adversely affect or impair said policies or prejudice the
right of the releasor to recover thereunder and then only to the extent of the
insurance proceeds payable under such policies. Each of Landlord and Tenant
agrees that it will request its insurance carriers to include in its policies
such a clause or endorsement. If extra cost shall be charged therefor, each
party shall advise the other thereof and of the amount of the extra cost, and
the other party, at its election, may pay the same, but shall not be obligated
to do so. If such other party fails to pay such extra cost, the release
provisions of this Paragraph shall be inoperative against such other party to
the extent necessary to avoid invalidation of such releasor's insurance.
9.6 Tenant' Property. In the event of any damage or destruction to the
----------------
Building or the Leased Premises by an peril covered by the provision of this
Section 9, Tenant shall, upon notice from Landlord, forthwith remove, at its
sole cost and expense, such portion or all of the property belonging to Tenant
or his licenses from such portion or all of the Building or the Leased Premises
as Landlord shall request and Tenant hereby indemnifies and holds Landlord
harmless from any loss, liability, costs and expenses, including attorney's
fees, arising out of any claim of damage or injury as a result of any alleged
failure to properly secure the Leased Premises prior to such removal and/or such
removal.
10. Liability. Landlord shall not be liable for and Tenant will indemnify
---------
and hold Landlord harmless from and against any and all loss, liability, costs
and expenses, including
14
attorney's fees, arising out of any claim of injury or damage on or about the
Leased Premises and/or Property caused by the negligence or misconduct or breach
of this Lease by Tenant, its employees, subtenants, invitees or by any other
person entering the Leased Premises or the Building or Property under express or
implied invitation of Tenant or arising out of Tenant's use of the Leased
Premises. Landlord shall not be liable to Tenant or Tenant's agents, employees,
invitees or any person entering upon the Property in whole or in part because of
Tenant's use of the Leased premises for any damage to persons or property due to
condition, design, or defect in the Building or its mechanical systems which may
exist or occur, and Tenant assumes all risks of damage to such persons or
property. Landlord shall not be liable or responsible for any loss or damage to
any property or person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, requisition or order
of governmental body or authority, or other matter beyond control of Landlord,
or for any injury or damage or inconvenience, which may arise through repair or
alteration of any part of the Building, or failure to make repairs, or from any
cause whatever except Landlord's willful acts or gross negligence. Tenant shall
procure and maintain throughout the term of this Lease a policy of insurance, in
form and substance satisfactory to Landlord, at a policy of insurance, in form
and substance satisfactory to Landlord, at Tenant's sole cost and expense,
naming Landlord as an additional named insured and insuring against all loss,
damage, claims, demands or actions arising out of or in connection with: (i) the
Leased Premises and the leasehold improvements, trade fixtures, merchandise, if
any, and other personal property located thereon; (ii) the condition of the
Leased Premises, and the leasehold improvements, trade fixtures, merchandise and
other personal property located thereon; (iii) the risk of damage to plate
glass, if any; (iv) all boilers, air conditioning equipment and other pressure
vessels and systems, whether fired or unfired, located in the Leased Premises,
if any; and if said objects and the damage that may be caused by them or result
from them are not covered by extended coverage insurance, then such boiler
insurance shall be in an amount not less than One Million Dollars ($1,000,000);
(v) Tenant's operations in and maintenance and use of the Leased Premises; and
(vi) Tenant's liability assumed under this Lease, the limits of such policy to
be in the amount of not less than $5,000,000 per occurrence in respect of injury
to persons (including death) and in the amount of not less than $1,000,000 per
occurrence in respect of property damage or destruction, including loss of use
thereof. Such policy shall be procured by Tenant from responsible insurance
companies satisfactory to Landlord. A certified copy of such policy, together
with receipt evidencing payment of the premium, shall be delivered to Landlord
prior to the Commencement Date of this Lease. Not less than thirty (30) days
prior to the expiration date of such policy, a certified copy of a renewal
thereof (bearing notations evidencing the payment of the renewal premium) shall
be delivered to Landlord. Such policy shall further provide that not less than
thirty (30) days prior to the expiration date of such policy, a certified copy
of a renewal thereof (bearing notations evidencing the payment of the renewal
premium) shall be delivered to Landlord. Such policy shall further provide that
not less than thirty (30) days written notice shall be given to Landlord before
such policy may be canceled or changed to reduce the insurance coverage provided
thereby and shall name Landlord's mortgagee, if any, as an additional named
insured.
11. CONDEMNATION.
15
11.1 Taking of the Whole. If any substantial part of the Building,
-------------------
improvements, or Leased Premises should be taken for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, and the taking would prevent or
materially interfere with the use of the Building or Leased Premises for the
purpose of which they are then being used, this Lease shall automatically
terminate effective when the physical taking shall occur in the same manner as
if the date of such taking were originally fixed in this Lease for the
expiration of the Term hereof.
11.2 Partial Taking. If part of the Building, improvements, or Leased
--------------
Premises shall be taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof, this Lease shall not terminate and the Rent
payable hereunder shall not be reduced. Landlord shall undertake to restore the
Building, improvements and Leased Premises to a condition suitable for Tenant's
use, as near to the condition thereof immediately prior to such taking as is
reasonably feasible under all circumstances.
11.3 Condemnation Awards. In the event of any such taking or private
-------------------
purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive
and retain such separate awards and/or portion of lump sum awards as may be
allocated to their respective interests in any condemnation proceedings;
provided that Tenant shall not be entitled to receive any award for Tenant's
loss of its leasehold interest, the right to such award being hereby assigned by
Tenant to Landlord.
12. Holding Over. Tenant will, at the termination of this Lease by lapse
------------
of time otherwise, yield up immediate possession to Landlord. If Tenant retains
possession of the Leased Premises or any part thereof after such termination,
then Landlord may, at its option, serve written notice upon Tenant that such
holding over constitutes any on of (i) renewal of this Lease for one year, and
from year to year thereafter, or (ii) creation of a month to month tenancy, upon
the terms and conditions set forth in this Lease, or (iii) creation of a tenancy
at sufferance, in any case upon the terms and conditions set forth in this
Lease; provided, however that the monthly rental (or daily rental under (iii))
shall, in addition to all other sums which are to be paid by Tenant hereunder,
whether or not as additional rent, be equal to double the Rent (including all
additional rent) being paid monthly to Landlord under this Lease immediately
prior to such termination (prorated in the case of (iii) on the basis of a 360
day year for each day Tenant remains in possession. If no such notice is
served, then a tenancy at sufferance shall be deemed to be created at the rent
in the preceding sentence. Tenant shall also pay to Landlord all damages
sustained by Landlord resulting from retention of possession by Tenant,
including the loss of any proposed subsequent tenant for any portion of the
Leased Premises. The provisions of this Section 12 shall not constitute a
waiver by Landlord of any right of re-entry as herein set forth; nor shall
receipt of any rent or any other act in apparent affirmance of the tenancy
operate as a waiver of the right to terminate this Lease for a breach of any of
the terms, covenants, or obligations herein on Tenant's part to be performed.
13. Quiet Enjoyment. So long as Tenant shall not be in default under this
----------------
Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the Leased
Premises subject to the terms of this Lease.
16
14. Events of Default. The following events shall be deemed to be "Events
------------------
of Default" by Tenant under this Lease:
(a) Tenant shall fail to pay when or before due any sum of money becoming
due to be paid to Landlord hereunder, whether such sum be any installment of the
Rent herein reserved, any other amount treated as Additional Rent hereunder, or
any other payment or reimbursement to Landlord required herein, whether or not
treated as additional rent hereunder, and such failure shall continue for period
of five (5) days from the date such payment was due; or
(b) Tenant shall fail to comply with any other term, provision or covenant
of this Lease other than; (i) by failing to pay when or before due any sum of
money becoming due to be paid to Landlord hereunder or (ii) those provided in
Section 8.1, and shall not cure such failure within twenty (20) days (or
forthwith, if the default involves a hazardous condition) after written notice
thereof to Tenant; or
(c) Tenant shall fail to observe or perform an of the restrictions or
covenants set forth in Section 8.1; or
(d) Tenant shall abandon or vacate any substantial portion of the Leased
Premises;
(e) Tenant shall fail to immediately vacate the Leased Premises upon
termination of this Lease, by lapse of time or otherwise, or upon termination of
Tenant's right to possession only; or
(f) The leasehold interest of Tenant shall be levied upon under execution
or be attached by process of law or Tenant shall fail to contest diligently the
validity of any lien or claimed lien and give sufficient security to Landlord to
insure payment thereof or shall fail to satisfy any judgment rendered thereon
and have the same released, and such default shall continue for ten (10) days
after written notice thereof to Tenant; or
(g) Tenant or any principal, shareholder, general partner or officer of
Tenant shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to
take advantage of any insolvency statute, make an assignment for the benefit of
creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any substantial part of
its property, or file a petition or answer seeking reorganization or arrangement
under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable law or statute of the United States or any state thereof, or
(h) A court of competent jurisdiction shall enter an order, judgment or
decree adjudicating Tenant a bankrupt, or appointing a receiver of Tenant, or of
the whole or any substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking reorganization or
arrangement of Tenant under the bankruptcy laws of the United States, as
17
now in effect or hereafter amended, or any state thereof, and such order,
judgment or decree shall not be vacated or set aside or stayed within thirty
(30) days from the date of entry thereof.
15. Remedies. Upon the occurrence of any of such Events of Default
---------
described in Section 14 hereof or elsewhere in this Lease, Landlord shall have
the option to pursue any one or more of the following remedies without any
notice or demand whatsoever:
(a) Landlord may, at its election, terminate this Lease or terminate
Tenant's right to possession only, without terminating the Lease;
(b) Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Leased Premises immediately, and deliver possession thereof to Landlord, and
Tenant hereby grants to Landlord full and free license to enter into and upon
the Leased Premises in such event with or without process of law and to
repossess Landlord of the Leased Premises as of Landlord's former estate and to
expel or remove Tenant property therefrom, without being deemed in any manner
guilty of trespass, eviction or forcible entry or detainer, and without
incurring any liability for any damage resulting therefrom, Tenant hereby
waiving any right to claim damage for such reentry and expulsion, and without
relinquishing Landlord's right to rent or any other right given to Landlord
hereunder or by operation of law;
(c) Upon any termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover as damages, all unpaid and
delinquent Rent, and other sums due and payable by Tenant on the date of
termination, plus the sum of (i) an amount equal to the then present value of
the Rent and other sums provided herein to be paid by Tenant for the residue of
the state Term hereof, less any sums received by Landlord upon reletting of the
Leased Premises (taking into account the time and expense necessary to obtain a
replacement tenant or tenants, including expenses hereinafter described in
subparagraph (d) relating to recovery of the Leased Premises, preparation for
reletting and for reletting itself), and (ii) the cost of performing any other
covenants which would have otherwise been performed Tenant;
(d) (i) Upon any termination of Tenant's right to possession only
without termination of the Lease, Landlord may, at Landlord's option,
enter into the Leased Premises, remove Tenant's signs and other
evidences of tenancy, and take and hold possession thereof as provided
in subparagraph (b) above, without such entry and possession terminate
the lease or releasing Tenant, in whole or in part, from any
obligation, including Tenant's obligation to pay the Rent, hereunder
for the full Term. In any case Tenant shall pay forthwith to Landlord,
if Landlord so elects, a sum equal to the entire amount of the Rent,
hereunder for the residue of the stated Term hereof plus any other sums
provided herein to be paid by Tenant for the remainder of the Lease
Term, less any sums received by Landlord upon reletting of the Leased
Premises (taking into account the time and expense necessary to obtain
a replacement tenant or tenants, including expenses described in this
Subparagraph (d)).
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(ii) Landlord may, and shall use reasonable efforts to relet the
Leased Premises or any part thereof for such rent and upon such terms
as Landlord in its sole discretion shall determine (including the right
to relet the Leased Premises for a greater or lesser term than that
remaining under this Lease, the right to relet the Leased Premises as a
part of a larger area, and the right to change the character or use
made of the Leased Premises)f and Land shall not be required to observe
any instructions given by Tenant about such reletting. In any such
case, Landlord may make repairs, alterations and additions in or to the
Leased Premises, and redecorate the same to the extent Landlord deems
desirable, and Tenant shall, upon demand, pay the cost thereof,
together with Landlord's expenses of reletting including, without
limitation, any broker's commission incurred by Landlord. If the
consideration collected by Landlord upon any such reletting plus any
sums previously collected form Tenant are not sufficient to pay the
full amount of all Rent and other sums reserved in this Lease for the
remaining Term hereof, together with the costs of repairs, alterations,
additions, redecorating and Landlord's expenses of reletting and the
collection of the rent accruing therefrom (including attorney's fees
and broker's commission), Tenant shall pay to Landlord the amount of
such deficiency upon demand and Tenant agrees that Landlord may file
suit to recover any sums falling due under this section from time to
time and nothing contained in this Lease shall be deemed to require
Landlord to postpone suit to the date when the Term would have expired,
nor limit or preclude recovery by Landlord of any sums or damage to
which, in addition to the damages particularly provided in this
Paragraph 15. Landlord may lawfully be entitled by reason of any
default hereunder on the part of the Tenant;
(e) Landlord may, at Landlord's option, enter into and upon the Leased
Premises, with or without process of law, if Landlord determines in its sole
discretion that Tenant is not acting within a commercially reasonable time to
maintain, repair or replace anything for which Tenant is responsible hereunder
and correct the same, without being deemed in any manner guilty of trespass,
eviction or forcible entry and detainer and without incurring any liability for
any damage resulting therefrom and Tenant agrees to reimburse Landlord, on
demand, as additional rent, for any expenses which Landlord may incur in so
attempting to effect Tenant's compliance with Tenant's obligations under this
Lease;
(f) Any and all property which may be removed from the Leased Premises by
Landlord pursuant to the authority of the Lease or of law, to which Tenant is or
may be entitled, may be handled, removed and stored, as the case may be, by or
at the direction of Landlord at the risk, cost and expense of Tenant, and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in 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. Any such property of Tenant not retaken by Tenant from storage within
thirty (30) days after removal from the Lease Premises shall, at Landlord's
option, conclusively be presumed to have conveyed by Tenant to Landlord under
this Lease as by a xxxx of sale without further payment or credit by Landlord to
Tenant.
19
In the event Tenant fails to pay any installment of Rent or other sums
hereunder as and when such installment or other charge is due, Tenant shall pay
to Landlord on demand a late charge in an amount equal to five (5%) of such
installment or other charge overdue in any month and five percent (5%) each
month thereafter until paid in full to help defray the additional cost to
Landlord for processing such late payments, and such late charge shall be
additional rent hereunder and the failure to pay such late charge within ten
(10) days after demand therefor shall be an additional event of default
hereunder. The provisions for such late charge shall be in addition to all of
Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law (all
such remedies being cumulative), nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any rent due to Landlord hereunder or of
any damages accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants herein contained. No act or thing done by Landlord or
its agents during the Term hereby granted shall be deemed a termination of this
Lease or an acceptance of the surrender of the Leased Premises, and no agreement
to terminate this Lease or accept a surrender of said premises shall be valid
unless in writing signed by Landlord. No waiver by Landlord of any violation or
breach of any of the terms, provisions and covenants herein contained shall be
deemed or construed to constitute a waiver of any other violation or breach of
any of the terms, provisions and covenants herein contained. Landlord's
acceptance of the payment of rental or other payments hereunder after the
occurrence of an event of default shall not be construed as a waiver of such
default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord
to enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of such default or of
Landlord's right to enforce any such remedies with respect to such default or
any subsequent default. Tenant shall pay all of Landlord's costs, charges and
expenses, including court costs and attorneys' fees, incurred in enforcing
Tenant's obligations under this Lease or incurred by Landlord in any litigation,
negotiation or transactions in which Tenant causes the Landlord, without
Landlord's fault, to become involved or concerned. As used herein attorneys'
fees shall be and mean the normal hourly rate charged by the attorney's (and
their staff) selected by Landlord multiplied by the actual number of hours spent
by such attorneys on such matters.
Without limited the foregoing, Tenant hereby: (i) appoints and designates
JCF Real Estate, Inc., 0000 Xxxx Xxxx Xxxx Xxxxxx, Xxxxx Xx. 000, Xxxxxxx,
Xxxxxxxx 00000, or any party Landlord may from time to time hereinafter
designate, by notice to Tenant, as Tenant's true and lawful agent for service or
process only, and agrees that such service of process upon such party shall
constitute personal service of such process upon Tenant (provided, however,
Landlord does not hereby waive the right to serve Tenant with Process by and
other lawful means); and (ii) to the extent that it may lawfully be waived,
expressly waives the service of any notice under any existing or future law of
the State of Illinois applicable to Landlords and Tenants.
20
16. Landlord's Lien. In addition to any statutory lien for rent in
----------------
Landlord's favor, Landlord shall have and Tenant hereby grants to landlord a
continuing security interest for all rentals and other sums of money becoming
due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
furniture, inventory, accounts, contract rights, chattel paper and other
personal property of Tenant situated on the Leased Premises, and such property
shall not be removed therefrom without the consent of Landlord until all
arrearages in rent as well as any and all other sums of money then due to
Landlord hereunder shall first have been paid and discharged. In the event of a
default under this Lease, Landlord shall have, in addition to any other remedies
provided herein or by law, all rights and remedies under the Uniform Commercial
Code, including without limitation the right to sell the property described in
this Paragraph 16 at public or private sale upon five (5) days' notice to
Tenant. Tenant hereby agrees to execute such financing statements and other
instruments necessary to desirable in Landlord's discretion to perfect the
security interest hereby created. Any statutory lien for rent is not hereby
waived, the express contractual lien herein granted being in addition and
supplementary thereto.
17. SUBORDINATION, NOTICE TO SUPERIOR LESSORS AND MORTGAGEES.
17.1 Subordination of Lease. This Lease, and all right of Tenant hereunder
-----------------------
are and shall be subject and subordinate to all ground leases of the Building
now or hereafter existing and to all mortgages, or trust deeds in the nature of
a mortgage, both referred to hereafter as mortgages, which may now or hereafter
affect or encumber the Building and/or any of such lease (whether or not such
mortgages shall also cover other lands and/or building and/or leases). This
subordination shall likewise apply to each and every advance made or hereafter
to be made under such mortgages, and to spreaders and consolidations of such
mortgages. This Paragraph 17.1 shall be self-operative and no further
instrument of subordination shall be required. However, in confirmation of such
subordination, Tenant shall promptly execute, acknowledge and deliver any
instrument that Landlord, the lessor under any such ground lease or the holder
of any such mortgage (or their respective successors-in-interest) may reasonably
request to evidence such subordination. If Tenant fails to execute, acknowledge
or deliver any such instrument within ten (10) days after request therefor,
Tenant hereby irrevocably constitutes and appoints landlord as Tenant's
attorney-in-fact, which appointment is agreed to be coupled with an interest, to
execute and deliver such instruments for and on behalf of Tenant. Any lease to
which this Lease is subject and subordinate is hereinafter referred to as a
"Superior Lease" and the lessor of a Superior Lease is hereinafter referred to
as "Superior Lessor" and the lessee as a "Superior Lessee"; and any mortgage to
which this Lease is subject and subordinate is hereinafter referred to as a
"Superior Mortgage" and the holder of a Superior Mortgage is hereinafter
referred to as a "Superior Mortgagee".
17.2 Notice in the Event of Default. If any act or omission of Landlord
-------------------------------
would give Tenant the right, immediately or after the lapse of a period of time,
to cancel or terminate this Lease or to claim a partial or total eviction,
Tenant shall not exercise such right (a) until it has given by registered or
certified mail written notice of such act or omission to Landlord and each
Superior Mortgagee and Superior Lessor and Superior Lessee whose name and
address shall previously have been furnished to Tenant, and (b) until a thirty
(30) day period for remedying (or if the act or
21
omission cannot, by its nature, be cured within thirty (30) days - commencing
with diligence and good faith, to remedy) such act or omission shall have
elapsed following the giving of such notice.
17.3 Successor Landlord. If any Superior Lessor, Superior Lessee or
--------------------
Superior Mortgagee shall succeed to the rights of Landlord hereunder, whether
through possession or foreclosure action or delivery of a new lease or deed, or
otherwise, then at the request of such party (hereinafter referred to as
"Successor Landlord"), Tenant shall attorn to and recognize each Successor
Landlord as Tenant's landlord under this Lease and shall promptly execute and
deliver any instrument such Successor Landlord may reasonably request to further
evidence such attornment.
18. Landlord's Liability. In no event shall Landlord's liability for any
---------------------
breach of this Lease exceed the amount of rental then remaining unpaid for the
then current term (exclusive of any renewal periods which have not then actually
commenced). This provision is not intended to be a measure or agreed amount of
Landlord's liability with respect to any particular breach, and shall not be
utilized by any court or otherwise for the purpose of determining any liability
of Landlord hereunder, except only as a maximum amount not be exceeded in any
event.
19. Mechanic's and Other Liens. Tenant shall have no authority, express
---------------------------
or implied, to create or place any lien or encumbrance of any kind or nature
whatsoever upon, or in any manner to bind, the interest of Landlord in the
Leased Premises or to charge the rentals payable hereunder for any claim in
favor of any person dealing with Tenant, including those who may furnish
materials or perform labor for any construction or repairs, and each such claim
shall affect and each such lien shall attach to, if at all, only the leasehold
interest granted to Tenant by this Lease. Tenant covenants and agrees that it
will pay or cause to be paid all sums legally due and payable by it on account
of any labor performed on the Leased Premises on which any lien is or can be
validly and legally asserted against its leasehold interest in the Leased
Premises, the Property or the improvements thereon and that it will and does
hereby save and hold Landlord harmless from any and all loss, liability, cost or
expense based on or arising out of asserted claims or liens against the
leasehold estate or against the right, title and interest of the Landlord in the
Leased Premises, the Property or the Building under the terms of this Lease.
Tenant will not permit any mechanic's lien or liens or any other liens which may
be imposed by law affecting Landlord's or its mortgagees' interest in the Leased
Premises, the Property or the Building to be placed upon the Leased Premises,
the Property or the Building arising out of any acting or claimed action by
Tenant, and in case of the filing of any such lien, Tenant will promptly pay
same. If any such lien shall remain in force and effect for twenty (20) days
after written notice thereof from Landlord to Tenant, Landlord shall have the
right and privilege of paying and discharging the same or any portion thereof
without inquiry as to the validity thereof, and any amounts so paid, including
attorneys fees, court costs and other expenses and interest, shall be so much
additional rent hereunder due from Tenant to Landlord and shall be paid to
Landlord immediately on rendition of xxxx therefor. Notwithstanding the
foregoing, Tenant shall have the right to contest any such lien in good faith
and with all due diligence so long as any such contest, or action taken in
connection therewith, protects the interest of Landlord and Landlord's
mortgagee(s) in the Leased Premises, the Property and the improvements thereon,
and Landlord and any such mortgagee(s) are, by the expiration of said twenty
(20) day period, furnished such
22
protection, and indemnification against any loss, liability, cost or expense
related to any such lien and the contest thereof as are satisfactory to Landlord
and any such mortgagee(s).
20. Notices. Each provision of this Lease or any of any applicable
--------
governmental laws, ordinance, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
shall be deemed to be complied with when and if the following steps are taken:
(a) All rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to the Landlord's agent as described in Section 1.1
of this Lease or such other entity at such other address as Landlord may specify
from time to time by written notice delivered in accordance herewith.
(b) Any notice or other document required or permitted to be delivered
hereunder shall be deemed to be delivered when personally delivered to, whether
actually received or not, when deposited in the continental United States Mail,
postage prepaid, certified or registered mail, addressed to the parties hereto
at the respective addresses set out in Section 1.1 or at such other address as
they have theretofore specified by written notice delivered in accordance
herewith. All parties included within the terms "Landlord" and "Tenant",
respectively, shall be bound by notices given in accordance with the provisions
of this paragraph to the same effect as if each had received such notice.
21. Miscellaneous.
--------------
21.1 Gender and Number. Words of any gender used in this Lease shall be
------------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.
21.2 Binding Effect. The terms provisions and covenants and conditions
---------------
contained in this Lease shall apply to, inure to the benefit of, and be binding
upon, the parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns, except as otherwise herein expressly provided.
Landlord shall have the right to assign any of its rights and obligations under
this Lease and Landlord's grantee or Landlord's successor shall upon assignment,
become Landlord hereunder, thereby freeing and relieving the grantor or assignor
of all covenants and obligations of Landlord hereunder. Tenant agrees to
furnish promptly upon demand, a corporate resolution, proof of due authorization
by partners, or other documentation which Landlord may request evidencing the
due authorization of Tenant to enter into this Lease. Nothing herein contained
shall give any other tenant in the Building of which the Leased Premises are a
part any enforceable right either against Landlord or Tenant as a result of the
covenants and obligations of either party set forth herein.
21.3 Captions. The captions inserted in this Lease are for convenience
---------
only and in no way define, limit or otherwise describe the scope or intent of
this Lease, or any provisions hereof.
23
21.4 Estoppel Letter. Tenant shall at any time and from time to time
----------------
within ten (10) days after written request from Landlord execute and deliver to
the Landlord any prospective landlord or mortgagee or prospective purchaser of
the Building a sworn and acknowledged estoppel certificate, in form reasonably
satisfactory to Landlord and/or Landlord's mortgagee or prospective mortgagee
certifying and stating as follows: (i) this Lease has not been modified or
amended (or if modified or amended, setting forth such modifications or
amendments); (ii) this Lease as so modified or amended is in full force and
effect (or if not in full force and effect, the reasons therefore);(iii) the
Tenant has no offsets or defenses to its performance of the terms and provisions
of this Lease, including the payment of Rent (or if there are any such defenses
or offsets, specifying the same); (iv) the amount of Base Rent, Rent Adjustment
Deposits and other charges under this Lease; (v) Tenant is in possession of the
Leased Premises, if such be the case; (vi) if an assignment of rents or leases
has been served upon Tenant by a mortgagee or prospective mortgagee, Tenant has
received such assignment and agrees to bound by the provisions thereof; and
(vii) any other accurate statements reasonably required by Landlord or its
mortgagee or prospective mortgagee. It is intended that any such statement
delivered pursuant to this subsection may be relied upon by any prospective
purchaser or mortgagee and their respective successors and assigns and Tenant
shall be liable for all loss, cost or expense resulting from the failure of any
sale or funding of any loan caused by any misstatement contained in such
estoppel certificate. Tenant hereby irrevocably appoints Landlord or if
Landlord is a trust, Landlord's beneficiary, as attorney-in-fact for the Tenant
with full power and authority to execute and deliver in the name of Tenant such
estoppel certificate if Tenant fails to deliver the same within such ten (10)
day period and such certificate as signed by Landlord or Landlord's beneficiary,
as the case may be, shall be fully binding on Tenant, if Tenant fails to deliver
a contrary certificate within five (5) days after receipt by Tenant of a copy of
the certificate executed by Landlord or Landlord's beneficiary, as the case may
be, on behalf of Tenant. In addition to any other remedy Landlord may have
hereunder, Landlord may, as its option; if Tenant does not deliver to Landlord
an estoppel certificate as set forth above within fifteen (15) days after Tenant
is request so to do, cancel this Lease effective the last day of the then
current month, without incurring any liability on account thereof, and the Term
hereby granted is expressly limited accordingly.
21.5 Entire Agreement. All of the contemporaneous and prior agreements of
-----------------
Landlord and Tenant with respect to the Leased Premises, the Building and the
Property are contained in this Lease; and no modifications, waiver or amendment
of this Lease or of any of its conditions or provisions shall be binding upon
Landlord unless in writing signed by Landlord.
21.6 Post Term Obligations. All obligations of Tenant hereunder not fully
----------------------
performed as of the expiration or earlier termination of the Term of this Lease
shall survive the expiration or earlier termination of the Term hereof,
including without limitation, all payment obligations with respect to taxes,
insurance, and all obligations concerning the condition of the Premises. Upon
the expiration or earlier termination of the Term hereof, Tenant shall pay to
Landlord the amount, as estimated by Landlord, necessary: (i) to repair and
restore the Lease Premises as provided herein; and (ii) to discharge Tenant's
obligation for unpaid Real Estate Taxes, insurance, electricity, or other
amounts due Landlord. All such amounts shall be used and held by Landlord for
payment of such
24
obligations of Tenant, with Tenant being liable for any additional costs upon
demand by Landlord, or with any excess to be returned to Tenant after all such
obligations have been determined and satisfied. Any security deposit held by
Landlord may, at Landlord's option, be credited against the amount payable by
Tenant under this Section 21.6.
21.7 Severability. If any clause, phrase, provisions or portion of this
------------
Lease or the application thereof to any person or circumstance shall be invalid
or unenforceable under applicable law, such event shall not affect, impair or
render invalid or unenforceable the remainder of this Lease nor any other
clause, phrase, provision or portion hereof, to other persons or circumstances.
21.8 Not and Offer. Submission of this Lease shall not be deemed to be a
-------------
reservation of the Leased Premises. Landlord shall not be bound hereby until
its delivery to Tenant of an executed copy hereof signed by Landlord, already
having been signed by Tenant, and until such delivery Landlord reserves the
right to exhibit and lease the Leased Premises to other prospective tenants.
Notwithstanding anything contained herein to the contrary, Landlord may withhold
delivery of possession of the Leased Premises from Tenant until such time as
Tenant has paid to Landlord the Security Deposit required by Section 4 hereof,
the first month's rent as set forth in Section 3.1 hereof, and any other sums
owed pursuant to the terms hereof that are due upon the Commencement Date.
21.9 Force Majeure. Whenever a period of time is herein prescribed for
-------------
action to be taken by Landlord, the Landlord shall not be liable or responsible
for, and there shall be excluded from the computation of any such period of
time, any delays due to causes of any kind whatsoever which are beyond the
control of Landlord.
21.10 Proportionate Share. "Tenant's Proportionate Share" as used in this
-------------------
Lease and as agreed to in Section 1.1 of this Lease is equivalent to a fraction,
the numerator of which is the gross rentable area of the Leased Premises and the
denominator of which is the gross rentable are contained in the Building, in
each case as reasonably determined by Landlord.
21.11 Obligation Joint. If there be more than one Tenant, the obligations
----------------
hereunder imposed upon Tenant shall be joint and several. Any indemnification
of, insurance of, or option granted to Landlord shall also include or be
exercisable by Landlord's trustee, beneficiary, agents and employees, as the
case may be.
21.12 Brokers. Tenant covenants, warrants and represents that only
-------
Scribcor Real Estate Services, a duly licensed real estate broker in the State
of Illinois represented Tenant in the negotiation of this Lease ("Tenant's
Broker"). Landlord covenants, warrants and represents that only JCF Real Estate,
Inc., a duly licensed real estate broker in the State of Illinois, represented
Landlord in the negotiation of this Lease ("Landlord's Broker"). Pursuant to a
separate agreement with JCF Real Estate, Inc. Landlord agrees to pay the
brokerage commissions to be charged by Tenant's Broker and Landlord's Broker.
Further, neither Landlord nor Tenant have had any conversations or negotiations
with any broker except Landlord's Broker and Tenant's Broker concerning the
leasing of the Premises. Both parties hereby indemnify the other against and
from any claims for any
25
brokerage commissions (except those payable by Landlord to Landlord's Broker and
Tenant's Broker) and all costs, expenses and liabilities in connection
therewith, including, without limitation, reasonable attorneys' fees and
expenses, for any breach of the foregoing.
21.13 Tenant's Warranty. Tenant warrants and represents to and covenants
-----------------
with Landlord that: (i) all financial statements and information relating to
Tenant which have been or may hereafter be delivered by Tenant to Landlord are
true and correct and have been prepared in accordance with generally accepted
accounting principles consistently employed, and Tenant will give prompt notice
of any material adverse change in the financial condition of Tenant since the
submission of any such financial information to Landlord or of the occurrence of
any event of default under this Lease; (ii) that Tenant is authorized and if
required, duly licensed to conduct the business and activities that it proposes
to conduct in the Leased Premises; (iii) Tenant has no knowledge of any actions
or proceeding which are pending or threatened against Tenant which might result
in any material adverse change in Tenants financial condition or which might in
any way materially affect any of the assets of Tenant' (iv) Tenant has duly
filed all federal, state and other governmental tax returns which it is required
by law to file, and that all taxes and other sums which may be due to the United
States, any state or other governmental authority have been fully paid and that
Tenant now has and shall at all time hereafter maintain reserves adequate in
amount to fully pay all such tax liabilities which may thereafter accrue during
the succeeding 12 month period; and (v) Tenant is now and shall be at times
hereafter able to pay its debts as they mature.
21.14 Relocation of Tenant. Landlord shall have the right upon 90 days'
--------------------
prior written notice, to relocate Tenant to another location in the Building In
the event of such a relocation, the cost of relocating Tenant and the cost of
altering the new space to make it comparable to the Leased Premises shall be
borne by Landlord. Landlord's right to relocate Tenant shall be subject to the
condition that the new premises designated by Landlord shall be substantially as
desirable as the Leased Premises with respect to layout and location in the
Building and shall not be smaller in area than the Leased Premises. If Landlord
shall exercise its right hereunder, the substituted space shall thereafter be
deemed for the purposes of this Lease as the Leased premises. In the event that
Tenant desires to be relocated to a larger space, all Base Rent, Rent Adjustment
Deposits and other charges under this Lease shall be increased proportionately
to the increase in the size of the Leased Premises.
21.15 Controlling Attachments. Clauses, plats and riders, if any, signed
-----------------------
by Landlord and Tenant and endorsed on or affixed to this Lease are part hereof
and in the event of variation or discrepancy the duplicate original hereof,
including such clauses, plats and riders, if any, held by Landlord shall
control.
21.16 Termination Right. The Landlord shall have the right to terminate
-----------------
this Lease on the thirtieth day of April in any year if the Landlord proposes or
is required, for any reason, to materially remodel, remove or demolish the
Building or any substantial portion of it. Such termination shall become
effective and conclusive by notice of the Landlord to the Tenant not less than
ninety (90) days prior to the thirtieth (30/th/) day of April fixed in the
notice. No money or other consideration shall be payable by the Landlord to the
Tenant for this right and the right hereby reserved to the
26
Landlord shall inure to all purchasers, assignees, lessees, transferee and
groundlessees, as the case may be and is in addition to all other rights of the
Landlord.
22. Certain Rights Reserved to the Landlord. The Landlord reserves and
---------------------------------------
may exercise the following rights without affecting Tenant's obligations
hereunder:
(a) to change the name or street address of the Building;
(b) to install and maintain a sign or signs on the exterior of the
Building;
(c) to have access for the Landlord and the other tenants of the Building
to any mail chutes located on the Lease Premises according to the rules of the
United States Post Office;
(d) to designate all sources furnishing sign painting and lettering,
within reason;
(e) to retain at all times pass keys to the Leased Premises;
(f) to grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building except for the business conducted by
Tenant.
23. Parking. Landlord has advised Tenant that a limited number of
-------
parking spaces are available near the Building. Landlord agrees that, throughout
the Lease Term, Landlord shall provide Tenant with the use of three (3) parking
space. Tenant understands and agrees that Landlord shall not be obligated to
assign a particular designated parking space to Tenant; rather, Tenant shall
simply be entitled to use three (3) of the parking spaces available near the
Building. Landlord may, at its sole option and discretion, assign designated
parking spaces to Tenant. Landlord shall not charge Tenant for the use of the
three (3) parking spaces. If, at any time during the term of this Lease (a)
additional parking spaces become available, Landlord shall use its reasonable
efforts to notify Tenant of that fact and allow Tenant the opportunity to Lease
such spaces at the rental rate that Landlord is charged, from time to time, for
such spaces; and (b) Tenant desires additional parking spaces, Tenant shall
advise Landlord and Landlord shall reasonable attempt to provide Tenant with
such spaces, subject to availability and at the rental rate that Landlord is
charged, from time to time, for such spaces.
24. Exculpatory Provisions. It is expressly understood and agreed by and
----------------------
between the parties hereto, anything herein to the contrary notwithstanding,
that each and all of the representations, warranties, covenants, undertakings
and agreements of Landlord are nevertheless each and every one of them made and
intended, not as personal representations, warranties, covenants, undertakings
and agreements by Landlord or for the purpose of with the intention of binding
Landlord personally, but are made and intended for the purpose only of
subjecting Landlord's interest in said Building, the land on which it is
situated and the Leased Premises to the terms of this Lease and for no other
purposes whatsoever, and in case of default hereunder by Landlord, the Tenant
shall look solely to the interest of Landlord in said Building and said land.
27
IN WITNESS WHEREOF, the parties have caused this Lease to be executed
as of the date first above written.
LANDLORD:
MORTGAGE ONE CORPORATION
BY:______________________________
Its______________________________
TENANT:
ION LASER TECHNOLOGY, INC.
BY: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Its President
ATTEST:
BY________________________________
Its_______________________________
28
EXHIBIT A
Lots 4 and 5 in Xxxxxxxxxx'x Subdivision of Block 64 in Evanston of the East
1/2 of the South West 1/4 of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00, Xxxx of
the Third Principal Meridian, and all right, title and interest in and to that
Party Wall on the West line of the property in question arising by virtue of the
Party Wall Agreement dated February 12, 1891 and recorded February 17, 1891, as
Document No. 1420530 or as otherwise provided by law, all in Xxxx County,
Illinois.
29
