1
EXHIBIT 10.6
0000 XXXXX XXXXX XXXXXX BUILDING
LEASE
SUCCESS NATIONAL BANK,
A National Banking Association
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
2
0000 XXXXX XXXXX XXXXXX BUILDING LEASE SCHEDULE
-----------------------------------------------
WATER TOWER REALTY MANAGEMENT CO., LTD. ("Landlord") and the Tenant
named below, in accordance with the following terms and conditions, the
payment and performance of which are guaranteed by the Guarantor(s), if any,
named below:
A. THE BUILDING: 0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
B. PLACE OF PAYMENT OF RENT: Water Tower Realty Management
Company
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
C. TENANT AND CURRENT ADDRESS: Success National Bank, a National
Banking Association
c/o Success National Bank at
Lincolnshire
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
D. GUARANTOR(S) AND ADDRESS: N/A
E. PREMISES: Certain space on the First (1st) Floor (as
set forth in the Floor Plan attached as
Exhibit A).
F. DATE OF LEASE EXECUTION: Xxxxx 00, 0000
X. LEASE YEAR: Twelve (12) consecutive month period
commencing on the Commencement
Date and each anniversary thereof. The
first or last Lease Year may contain more
or less than twelve (12) months as set
forth under Base Rent Schedule.
H. COMMENCEMENT DATE: April 26, 1993
I. COMMENCEMENT DATE OF
BASE RENT: Commencement Date.
J. TERMINATION DATE: Expiration of ten (10) years after the
Commencement Date.
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0000 XXXXX XXXXX XXXXXX BUILDING LEASE SCHEDULE ____ Continued
--------------------------------------------------------------
J-1. OWNER: Amalgamated Trust and Savings Bank,
as Trustee under Trust Agreement dated
August 1, 1968 and known as Trust
No. 2078
K. RENTABLE AREA OF THE
PREMISES: Approximately 1,967 square feet.
L. TENANT'S PROPORTIONATE SHARE: Three and 03/100 Per Cent (3.03%)
premised on Premises of 1,967 square
feet.
M. SECURITY DEPOSIT: N/A
N. BASE YEAR: 1993
O. LANDLORD: Water Tower Realty Management
Company, as Agent for the Beneficiary of
Amalgamated Trust and Savings Bank,
as Trustee under Trust Agreement dated
August 1, 1968 and known as Trust
No. 2078
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
P. PERMITTED USE: Branch Bank Facility
Q. LEASING BROKER: None
R. WORK LETTER: See Rider B attached hereto.
S. RENTABLE AREA OF THE BUILDING: Approximately ________ square feet.
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0000 XXXXX XXXXX XXXXXX BUILDING LEASE SCHEDULE ______ Continued
----------------------------------------------------------------
T. BASE RENT:
Lease Years 1-2: Fifty-One Thousand One Hundred Forty-
One and 96/100 Dollars ($51,141.96)
per year.
Twenty-Six and 00/100 Dollars ($26.00)
per rentable square foot.
Four Thousand Two Hundred Sixty-One
and 83/100 Dollars ($4,261.83) per
month.
Lease Years 3-10: Same as for Lease Years 1-2, but
increased by the CPI for each year, as
set forth in Section 1.
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The foregoing Schedule is an integral part of this Lease and is hereinafter
referred to as the "Lease Schedule" and the terms set forth above whenever
used in this Lease, shall have the same meanings as set forth in the Lease.
LANDLORD:
WATER TOWER REALTY MANAGEMENT
COMPANY
BY: /s/ ???????????/////
-----------------------------------------
Its:
-----------------------------------------
(Title)
TENANT:
SUCCESS NATIONAL BANK, A National
Banking Association
BY: /s/ ???????????
-----------------------------------------
Its: President
-----------------------------------------
(Title)
ATTEST:
BY:
-----------------------------------------
Its:
-----------------------------------------
(Title)
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TABLE OF CONTENTS
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Page
----
1. Rent................................................................ 1
2. Additional Rent..................................................... 2
A. Definitions...................................................... 2
(i) "Calendar Year"............................................. 3
(ii) "Taxes"..................................................... 3
B. Expense Adjustment............................................... 3
3. Service............................................................. 4
A. Reserved......................................................... 4
B. Mechanical Equipment............................................. 5
C. Water............................................................ 5
D. Electricity...................................................... 5
4. Landlord's Title.................................................... 6
5. Certain Rights Reserved to Landlord................................. 6
6. Default Under Other Lease........................................... 6
7. Waiver of Claims.................................................... 7
8. Holding Over........................................................ 7
9. Assignment and Subletting........................................... 8
10. Condition of Premises............................................... 8
11. Alterations......................................................... 9
12. Use of Premises..................................................... 10
13. Repairs............................................................. 13
14. Untenantability..................................................... 15
15. Eminent Domain...................................................... 15
16. Landlord's Remedies................................................. 16
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TABLE OF CONTENTS -- CONTINUED
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PAGE
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17. Insurance.......................................................... 19
18. Subordination of Lease............................................. 21
19. Sale of Premises by Landlord....................................... 21
20. Estoppel Certificate............................................... 21
21. Notices............................................................ 21
22. Miscellaneous...................................................... 22
23. Reserved........................................................... 23
24. Brokers............................................................ 23
25. Reserved........................................................... 24
26. Reserved........................................................... 24
27. Reserved........................................................... 24
28. Reserved........................................................... 24
29. Continuous Operation............................................... 24
30. Parking............................................................ 24
Rider A--Rules and Regulations..................................... A-1
to
A-3
Rider B--Option.................................................... B-1
Rider C--Cancellation Option....................................... C-1
Exhibit A--Floor Plan..............................................
Exhibit B--Tenant's Financial Statement............................
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0000 XXXXX XXXXX XXXXXX BUILDING
--------------------------------
BANK LEASE
This Agreement to Lease (the "Leased") is made and entered into as of
this ____ day of____, 1993, by and between Landlord, Tenant and Guarantor(s)
(if any) set forth in the Lease Schedule on the terms set forth below whereby
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises for the term beginning on the Commencement Date and ending on the
Termination Date, as set forth on the Lease Schedule (the "Term" or "Lease
Term"), unless sooner terminated as provided herein, to be used for the
Permitted Use set forth in the Lease Schedule and none other. The Lease
Schedule attached hereto is hereby incorporated herein by reference (and
hereinbefore and hereinafter referred to as "Lease Schedule") and the terms set
forth in the Lease Schedule, whenever used in this Lease, shall have the same
meanings as set forth in the Lease Schedule.
1. Rent. Tenant shall pay to Landlord at the Place of Payment of Rent
or at such other place as Landlord or the Agent for Owner may designate,
the Base Rent as shown on the Lease Schedule in equal monthly
installments, each without any set-off or deduction whatsoever, in advance
on the first day of each and every calendar month during the Term and at
the then current rate for the month immediately prior or subsequent, as
the case may be) for fractions of a month if the Term shall commence on
any day other than the first day of any month or be terminated on any day
other than the last day of any month; provided however, Tenant shall pay
the first full monthly installment of Base Rent at the time of execution
of this Lease, which shall be prorated from the Commencement Date to the
last day of the month in which the Commencement Date occurs. Unpaid Rent
not paid within ten (10) days after the due date shall bear interest at
the lesser of (i) the then current prime rate of interest plus two per
cent (2%) per annum established by The First National Bank of Chicago, or
its successor, or (ii) the maximum rate permitted by law, from the date
due until paid. Base Rent for each Lease Year subsequent to the second
(2nd) Lease Year, payable monthly in advance, shall be determined as
follows: On the first day of each Lease Year, commencing with the third
(3rd) Lease Year, each installment of Monthly Base Rent for such Lease
Year shall be increased by an amount equal to the product of the Monthly
Base Rent then in effect for the prior Lease Year multiplied by the
percentage increase by which the CPI on the first day of each such Lease
Year exceeds the CPI for the first day of the immediately preceding Lease
Year.
This Lease and the obligations of the parties hereunder are subject to
the condition that the Tenant close the purchase of the assets of Belmont
National
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Bank located at the Premises, and if same does not occur by April 26, 1993,
this Lease shall be deemed terminated without liability on either party.
"Consumer Price Index" ("CPI") means the Consumer's Price Index for all
Urban Consumers National Average for all items and commodity groups
(1982-84 = 100). In the event the indices shall be converted to a
different standard reference base or otherwise revised, the determination
of the Rent adjustment (as hereinafter defined) shall be made by using the
adjustment ((as hereinafter defined) shall be made by using the conversion
factor, formula or table for converting the indices as may be published by
the Bureau of Labor Statistics or, if said Bureau shall not publish same,
the determination shall be made by using the conversion factor, formula,
or table published by any other governmental agency, or if no such
conversion factor, formula or table is so published, then a comparable
conversion factor, formula or table published by a major bank, other
financial institution, university or recognized financial publication
selected by Landlord. If the CPI becomes unavailable to the public because
publication is discontinued, or otherwise, Landlord shall substitute
therefor, a comparable index based upon changes in the cost of living or
purchasing power of the consumer dollar published by any other
governmental agency or, if no such index is available, then a comparable
index published by a major bank, other financial institution, university
or recognized financial publication.
2. Additional Rent. In addition to paying the Base Rent specified in
Section 1 hereof, subsequent to the fourth (4th) Lease Year, Tenant shall
pay as additional rent (the "Additional Rent") the amount determined under
this Section 2. The Base Rent and the Additional Rent are sometimes
herein collectively referred to as the "Rent". All amounts due under this
section as Additional Rent shall be payable for the same periods and in
the same manner, time and place as the Base Rent, however, without any
abatement or deferral as may be provided for Base Rent. Without limitation
on other obligations of Tenant which shall survive the expiration of the
Term, the obligations of Tenant to pay the Additional Rent provided for in
this Section 2 shall survive the expiration of the Term. For any partial
Calendar Year (hereinafter defined), Tenant shall be obligated to pay only
a pro rata share of the Additional Rent, based on the number of days of
the Term falling within such Calendar Year. Tenant's covenant and
obligation to pay Rent shall be independent of any covenant or obligation
of Landlord, except to the extent specifically set forth in this Lease.
A. Definitions. In addition to the terms defined in the Lease
Schedule and elsewhere in this Lease, the following terms shall have
the meanings ascribed to them:
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(i) "Calendar Year" shall mean each calendar year (i.e., January 1
through December 31) in which any part of the Term falls, through and
including the year in which the Term expires;
(ii) "Taxes" means all state and local governmental real estate
taxes, assessments, fees and charges (including, without limitation,
special assessments for public improvements) of any kind or nature,
whether general, special, ordinary or extraordinary, which Landlord
or its agents or beneficiaries shall pay or become obligated to pay
because of or in connection with the ownership of the Building (which
term shall include the parcel or parcels of land used in connection
with the Building). The amount of real estate taxes included in Taxes
for any Calendar Year shall be the amount indicated by the tax bills
due or payable for that Calendar Year. There shall be deducted from
Taxes as determined for any Calendar Year, the net amount of any
refund of taxes received by Landlord during such Calendar Year. There
shall be included in Taxes for any Calendar Year the amount of all
fees, costs and expenses (including, without limitation, attorneys'
fees) paid by Landlord or its beneficiaries in seeking or obtaining
any refund or reduction of Taxes but in no event shall such fees
exceed the reduction obtained. If a special assessment payable in
installments is levied against the Building, or any part thereof,
Taxes for any Calendar Year shall include only the installments of
such assessment, and any interest (excluding interest charges for
late payment), payable in such Calendar Year. Taxes shall not include
any federal or state franchise, capital stock, inheritance, income or
estate taxes, except that if a change occurs in the method of
taxation resulting in the substitution or addition of any such taxes,
assessments, fees or other charges for any Taxes or increases in
Taxes, as hereinabove defined, such substituted or additional taxes,
assessments, fees or other charges shall be included in Taxes,
including, without limitation, any commercial lease tax or tax,
assessment, fee or charge imposed upon Landlord or the Agent of Owner
measured in whole or in part upon the rents or other income of the
Building or with respect to the use of sewers, water or other
utilities serving the Building or with respect to any business
conducted on the Building.
B. Expense Adiustment. Tenant shall pay, as Additional Rent, to Landlord
on the first day of each and every calendar month during each Lease Year
subsequent to the fourth (4th) Lease Year, an amount equal to one-twelfth
(1/12th) of the Tenant's Proportionate Share of the amount by which Taxes
for such Calendar Year exceed the amount of Taxes for the Base Year;
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provided however, if the Lease Year does not commence on
January 1st, Additional Rent for the first and last Lease Years
shall be prorated.
For purposes of calculating such Additional Rent for any
Calendar Year, Landlord may make reasonable estimates or projections
premised on the most recently ascertainable xxxx (collectively, the
"Projections") of Taxes for such Calendar Year. Not more than thirty
(30) days after the beginning of each Calendar Year, Landlord shall
deliver to Tenant a written statement (the "Projection Statement")
(a) setting forth the Projections of Taxes for that Calendar Year,
and (b) setting forth the Additional Rent payable in such Calendar
Year based on the Projections; provided however, that the failure by
Landlord to provide a Projection Statement shall not relieve Tenant
from its obligation to continue to pay Base Rent or Additional Rent
at the rate then in effect under this Lease, and if and when Tenant
receives a Projection Statement from Landlord, Tenant shall pay the
full amount of any increases in Additional Rent reflected thereby,
effective retroactively to the beginning of the Calendar Year and pay
the Additional Rent required by the Projection Statement beginning on
the first day of the following calendar month.
As soon as practicable after each Calendar Year, Landlord shall
notify Tenant, in writing, of the actual amount of Taxes for such
Calendar Year (the "Adjustment Statement"). If such actual amounts
exceed the Projections for such Calendar Year, then Tenant shall,
within thirty (30) days after the date of the Adjustment Statement,
pay to Landlord an amount equal to the difference between the amount
of the Additional Rent based on the Projection Statement and the
amount of the Additional Rent based on the Adjustment Statement. The
obligation to make such payment shall survive the expiration or
earlier termination of the Term. If the amount paid by Tenant
pursuant to the Projection Statement during such Calendar Year
exceeds the amount thereon payable for such year based upon actual
Taxes for such Calendar Year, then Landlord shall credit such excess
to Additional Rent payable after the date of Landlord's notice until
such excess has been exhausted, or if this Lease shall expire prior
to full application of such excess, Landlord shall pay to Tenant the
balance thereof not theretofore applied against Rent. No interest or
penalties shall accrue on any amounts which Landlord is obligated to
credit or pay to Tenant by reason of this subparagraph.
3. Service. Landlord shall provide:
A. Mechanical Equipment. Mechanical Equipment to the Premises
necessary to supply heated and cooled air to the Premises. The cost
of operating and maintaining the system for providing cooled and
heated air, and
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distributing same within the Premises, shall be paid by and be the
responsibility of Tenant. Said payment shall be made directly to the
utility company supplying said service if the metering and system so
provides, otherwise said payment shall be made to Landlord at the cost
thereof to Landlord within ten (10) days after receipt of Landlord's
invoices therefor. Tenant may at its own cost and expense, enter into a
regularly scheduled preventive maintenance/service contract with a
maintenance contractor for servicing all heating and air conditioning
systems and equipment serving the Premises. If Tenant fails to cause same
to be kept in good condition and repair, Tenant shall permit entry by
Landlord, its agents or employees, into the Premises to make such repairs,
alterations, replacements or improvements to said systems, which in the
judgment of Landlord are desirable, or necessary by reason of accident or
emergency, until said repairs, alterations, replacements or improvements
shall have been completed and all sums so expended by Landlord shall be
deemed to be Additional Rent hereunder and payable to landlord upon
demand.
B. Water. Hot and cold water to the Premises connected to the source
of supply. The cost of maintaining and operating the system and
distributing same within the Premises shall be the responsibility of
Landlord. The utility cost therefor shall be Landlord's liability.
C. Electricity. Electric wiring system to the Premises connected with
the source of alternating current. The cost of maintaining the system and
the cost of distributing same within the Premises shall be the
responsibility of the Tenant. Tenant shall pay for all electrical current
consumed on, or in connection with the use, operation and maintenance of,
the Premises. Landlord, or Tenant may install a separate meter for the
Premises. The utility cost shall be paid by Tenant directly to the utility
company supplying said service if the metering and system so provides,
otherwise said payment shall be made to Landlord at the cost thereof to
Landlord within ten (10) days after receipt of Landlord's invoices
therefor.
Interruptions of any service referred to in Section 3 above, in whole
or in part, caused by acts of God or an enemy, strikes, lockouts, labor
controversies, insurrections, picketing (whether legal or illegal),
laws, orders or regulations of any federal, state, county or municipal
authorities, accidents or casualties whatsoever, inability of Landlord
to obtain electricity, fuel, water or supplies, or by the act or
default of Tenant or any person other than Landlord, or by any other
cause or causes beyond the reasonable control of Landlord, shall not be
deemed an eviction or disturbance of Tenant's use and possession of the
Premises or any part thereof, or render Landlord liable for damages by
abatement of rent or otherwise or relieve Tenant from the payment and
performance of Tenant's obligations under this Lease.
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The parties hereto agree that compliance with any mandatory energy
conservation measures or requirements instituted by any appropriate
governmental authority having jurisdiction over the Premises shall not be
considered a violation of any terms of this Lease and shall not entitle
Tenant or Landlord to terminate this Lease or to an abatement of rent
hereunder.
Landlord shall in no event be obligated to furnish any services or
utilities, other than those specified above in this Section 3. If Landlord
elects to furnish services or utilities requested by Tenant in addition to
those specified above, Tenant shall pay to Landlord Landlord's then
prevailing rates for such services and utilities within ten (10) days
after receipt of Landlord's invoices therefor. If Tenant shall fail to
make any such payment, Landlord may, after notice to Tenant, as otherwise
provided herein, and in addition to Landlord's other remedies under this
Lease, discontinue any or all of the additional services. No
discontinuance of any additional service furnished pursuant to this
Section 3 shall result in any liability of Landlord to Tenant, or be
deemed to be a constructive eviction or a disturbance of Tenant's use of
the Premises or relieve Tenant from the payment and performance of
Tenant's obligations under the Lease.
4. Landlord's Title. Landlord's title is and always shall be
paramount to the title of Tenant, and nothing herein contained shall
empower Tenant to do any act which can, shall or may encumber the title of
Landlord.
5. Certain Rights Reserved to Landlord. Landlord reserves the following
rights: (a) to change the name or street address of the Building without
notice or liability of Landlord to Tenant; (b) to install and maintain a
sign or signs on the exterior of the Building; (e) during the last ninety
(90) days of the Term or any part thereof, if during or prior to that time
Tenant vacates the Premises, to decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy; (d) to constantly have
pass keys to the Premises; (e) to grant to anyone the exclusive right to
conduct any particular business or undertaking in the Building, provided
same shall not preclude the Permitted Use, and provided same shall not
include a banking facility competing with Tenant's business on the
Premises; (f) to take any and all measures, including inspections,
repairs, alterations, additions and improvements to the Building, or
inspections and repairs to the Premises, as may be necessary for the
safety, protection or preservation of the Premises or the Building or
Landlord's interests, or as may be necessary in the operation of the
Building; provided however, Landlord shall use its reasonable best efforts
not to interfere with the operation of Tenant's business on the Premises
or compete with Tenant's business thereon.
6. Default Under Other Lease. If the term of any lease, other than
this Lease, made by Tenant for any premises in the Building shall be
terminated or terminable after the making of this Lease because of any
default by Tenant under such other
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lease, then Landlord shall have the option to declare Tenant in default
under this Lease and Landlord shall be entitled to exercise all its rights
as otherwise provided in this Lease upon Tenant's default.
7. Waiver of Claims. To the extent permitted by Law, each party ("Obligee")
releases the other party ("Obligor"), and their agents and employees from
and waives all claims for damage to person or property sustained by
Obligee or any occupant of the Building or Premises or by any other
person, resulting from the Building or Premises or any part of either or
any equipment or appurtenance becoming out of repair, or resulting from
any accident in or about the Building or resulting directly or indirectly
from any act or neglect of any tenant or occupant of the Building or of
any other person. This Section 7 shall apply especially, but not
exclusively, to the flooding of basements or other sub-surface areas, and
to damage caused by refrigerators, sprinkling devices, air conditioning
apparatus, water, snow, frost, steam, excessive heat or cold, falling
plaster, broken glass, sewage, gas, odors or noise, or the bursting or
leaking of pipes or plumbing fixtures, and shall apply equally whether any
such damage results from the act or neglect of other tenants, occupants or
servants in the Building or of any person, and whether such damage be
caused or result from any thing or circumstance above mentioned or
referred to or any other thing or circumstance whether of a like nature or
of a wholly different nature. If any such damage whether to the Premises
or to the Building or any part thereof, personal property located in the
Premises or the Building, or whether to Obligee or to other tenants in the
Building, results from any gross act or willful misconduct of Obligor,
Obligee may, at Obligee's option and after not less than thirty (30) days
notice to Obligor and Obligor not having repaired said damage within such
thirty (30) day period or such extended time as may be reasonably
necessary, provided repairs are commenced within the thirty (30) day
period and are diligently and continuously pursued), repair such damage
and Obligor shall, upon demand by Obligee, reimburse Obligee forthwith for
the total cost of such repairs. Obligor shall not be liable for any
damages caused by its act or negligence if Obligee or a tenant has
recovered the full amount of the damages from insurance and the insurance
company has waived in writing its right of subrogation against Obligor.
All property belonging to Tenant or any occupant of the Premises that is
in the Building or the Premises shall be there at the risk of Tenant or
such other person only, and Landlord shall not be liable for damage
thereto or theft or misappropriation thereof.
8. Holding Over. Subject to the regulations of the Office of the Comptroller
of Currency and the Federal Deposit Insurance Corporation, if Tenant
retains possession of the Premises or any part thereof after the
termination of the Term by lapse of time or otherwise, Tenant shall pay
Landlord rent at double the Rent (including Additional Rent) due for the
month immediately prior thereto as specified in Sections 1 and 2 for the
months (or any part of a month in which
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event Rent for the entire month shall be paid) Tenant thus remains in
possession, and in addition thereto, shall pay Landlord all damages
sustained by reason of Tenant's retention of possession. If Tenant remains
in possession of the Premises, or any part thereof, after the termination
of the Term by lapse of time or otherwise, such holding over shall, at the
election of Landlord expressed in a written notice to Tenant and not
otherwise constitute (a) renewal of this Lease for one (1) year; or (b) a
month-to-month tenancy; or (c) a tenancy at Landlord's will; or (d) a
trespass upon Landlord's property, all at the Rent stated hereinabove. If
no such notice is given, said tenancy shall be deemed a tenancy at
Landlord's will. The provisions of this section do not waive Landlord's
rights of reentry or any other right hereunder.
9. Assignment and Subletting. Unless Tenant shall have first procured
Landlord's written consent, which consent shall not be unreasonably
withheld, Tenant shall not (a) assign or convey this Lease or any interest
under it; (b) allow any transfer hereof or any lien upon Tenant's interest
by operation of law; (c) sublet the Premises or any part thereof; or (d)
permit the use or occupancy of the Premises or any part thereof by anyone
other than Tenant. The consent by Landlord to any transfer, assignment or
subletting shall not constitute a waiver of the necessity of Landlord's
consent to any subsequent attempted transfer, assignment or subletting.
Tenant shall pay Landlord's reasonable costs and expenses, including
reasonable attorneys' fees, incurred in connection with the processing of
any request for Landlord's consent to an assignment or subletting. If
Tenant is a partnership, a withdrawal or change, whether voluntary,
involuntary or by operation of law, of partners owning a controlling
interest in Tenant shall be deemed a voluntary assignment of this Lease
and subject to the provisions of this paragraph. If Tenant is a
corporation, any dissolution, merger, consolidation or other
reorganization of Tenant, or the sale or transfer of or issuance of stock
constituting a controlling interest of the capital stock of Tenant shall
be deemed a voluntary assignment of this Lease and subject to the
provisions of this paragraph. However, the preceding sentence shall not
apply to corporations, the stock of which is traded through a national or
regional exchange or over-the-counter.
10. Condition of Premises. No promise of Landlord to alter, remodel or improve
the Premises or the Building and no representation respecting the
condition of the Premises or the Building have been made by Landlord to
Tenant, unless the same is contained herein, or made a part hereof. This
Lease does not grant any rights to light or air over property, except over
public streets kept open by public authority; provided however, Tenant
shall have the right to place and maintain signs in the windows of the
Premises. At the termination of this Lease by lapse of time or otherwise,
Tenant shall return the Premises in as good condition as when Tenant took
possession, ordinary wear and loss by fire excepted, failing which
Landlord may restore the Premises to such condition and Tenant shall pay
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the cost thereof. Tenant may remove any floor covering laid by Tenant,
provided (a) Tenant also removes all nails, tacks, paper, glue, bases and
other vestiges of the floor covering, and restores the floor surface to
the condition existing before such floor covering was laid, or (b) Tenant
pays to Landlord, upon request, the cost of restoring the floor surface to
such condition. If Tenant does not remove Tenant's floor coverings or any
other fixtures, property or leasehold improvements from the Premises prior
to the termination of the Term or Tenant's right to possession, Tenant
shall be conclusively presumed to have abandoned the same and title
thereto shall thereby and thereupon pass to Landlord without payment or
credit by Landlord to Tenant.
Tenant shall comply with all laws, statutes, ordinances, rules,
regulations and orders of any federal, state, municipality or agency
thereof having jurisdiction over and relating to the use, condition and
occupancy of the Premises, including but not limited to the Americans With
Disabilities Act.
11. Alterations. Tenant shall not make any alterations in, or additions to,
the Premises without Landlord's advance written consent, which consent
shall not be unreasonably withheld, in each and every instance. If
Landlord consents to such alterations or additions, before commencement of
the work or delivery of any materials onto the Premises or into the
Building, Tenant shall furnish Landlord with plans and specifications,
names and addresses of contractors, copies of contracts, necessary permits
and indemnification in form and amount satisfactory to Landlord and
waivers of lien against any and all claims, costs, damages, liabilities
and expenses which may arise in connection with the alterations or
additions. All additions and alterations shall be installed in a good,
workmanlike manner and only new, high-grade materials shall be used.
Whether Tenant furnishes Landlord the foregoing or not, Tenant hereby
agrees to defend and hold Landlord harmless from any and all liabilities
of every kind and description which may arise out of or be connected in
any way with said alterations or additions. Before commencing any work in
connection with alteration or additions, Tenant shall furnish Landlord
with certificates of insurance from all contractors performing labor or
furnishing materials, insuring Landlord against any and all liabilities
which may arise out of or be connected in any way with said additions or
alterations. Tenant shall pay the cost of all such alterations and
additions and also the cost of decorating the Premises occasioned by such
alterations and additions. Upon completing any alterations or additions,
Tenant shall furnish Landlord with contractors' affidavits and full and
final waivers of lien and receipted bills covering all labor and materials
expended and used. All alterations and additions shall comply with all
insurance requirements and with all ordinances and regulations of the City
of Chicago or any department or agency thereof and with the requirements
of all statutes and regulations of the State of Illinois and the United
States or of any department or agency thereof. Tenant shall permit
Landlord to supervise construction operations in connection with
alterations or additions if
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17
Landlord requests to do so. All additions, hardware, non-trade fixtures
and all improvements, temporary or permanent, in or upon the Premises,
whether placed there by Tenant or by Landlord, shall, unless Landlord
requests their removal, become Landlord's property and shall remain upon
the Premises at the termination of this Lease by lapse of time or
otherwise without compensation or allowance or credit to Tenant. If upon
Landlord's request, Tenant does not remove said additions, hardware,
non-trade fixtures and improvements, Landlord may remove the same and
Tenant shall pay the cost of such removal to Landlord upon demand. Tenant
shall remove Tenant's furniture, machinery, safe or safes, trade fixtures
and other items of personal property of every kind and description from
the Premises prior to the end of the Term, or its right to possession,
however, ended. If not so removed, Landlord may request their removal, and
if Tenant does not remove them, Landlord may do so and Tenant shall pay
the cost of such removal to Landlord upon demand. If Landlord does not
request their removal, all such items shall be conclusively presumed to
have been thereupon conveyed by Tenant to Landlord under this Lease as a
xxxx of sale without further payment or credit by Landlord to Tenant.
12. Use of Premises.
A. Tenant may use the Premises only for the operation of a branch
bank facility and the uses incident thereto which, for purposes of
this Lease, shall mean a facility used primarily for the provision of
banking and related financial services.
B. Tenant shall be responsible for maintaining scavenger service for
prompt removal of refuse and waste from the Premises. All refuse and
waste shall be stored in plastic garbage bags in the Premises until
being removed by the scavenger, but shall not be stored over-night,
or shall be placed in containers maintained by Tenant as designated
by the Landlord. Notwithstanding the foregoing, Tenant may use the
scavenger bins provided for the Building by Landlord.
C. Tenant shall be responsible for providing regular exterminating of
insects and rodents in the Premises, which exterminating shall be
subject to Landlord's satisfaction and approval and which shall cause
the Premises to remain free from insect and rodent infestation.
D. Reserved
E. Tenant shall occupy and use the Premises during the term for the
Permitted Use above specified and for no other purposes.
F. Reserved.
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G. Tenant will not make or permit to be made any use of the Premises
which, directly or indirectly, is forbidden by public law, ordinance
or governmental regulation or which may be dangerous to life, limb or
property.
H. Tenant shall not display, inscribe, print, paint, maintain or affix
on any place in or about the Building exclusive of the Premises any
sign, notice, legend, direction, figure or advertisement, except as
designated by Landlord and then only such name or names and matter,
and in such color, size, style, place and material, as shall first
have been approved by Landlord in writing, which approval shall not
unreasonably be withheld.
I. Tenant shall not advertise the business, profession or activities of
Tenant conducted in the Building in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized
association or organization pertaining to such business, profession
or activities, and shall not use the name of the Building for any
purposes other than that of the business address of Tenant, and shall
never use any picture or likeness of the Building in any circulars,
notices, advertisements or correspondence without Landlord's
expressed consent in writing.
J. Tenant shall not obstruct, or use for storage, or any purpose other
than ingress and egress, the sidewalks, elevators, passages, courts,
corridors, vestibules, halls, elevators and stairways of the
Building.
K. No bicycle or other vehicle and no dog or other animal or bird shall
be brought or permitted to be in the Building or any part thereof.
L. Tenant shall not make or permit any noise or odor that is
objectionable to other occupants of the Building to emanate from the
Premises, and shall not create or maintain a nuisance therein, and
shall not disturb, solicit or canvass any occupant of the Building,
and shall not do any act tending to injure the reputation of the
Building.
M. Tenant shall not install any piano, phonograph, or musical
instrument, or radio or television set in the Building, or any
antennae, aerial wires or other equipment inside or outside the
Building, without, in each and every instance, prior approval, in
writing by Landlord. The use thereof shall be subject to control by
Landlord to the end that others shall not be disturbed or annoyed.
N. Tenant shall not place or permit to be placed any article of any kind
on the window ledges or on the exterior walls, and shall not throw or
permit to be thrown or dropped any article from any window of the
Building.
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O. Upon termination of this Lease or of Tenant's possession, Tenant
shall surrender all keys of the premises and shall make known to
landlord the explanation of all combination locks on safes, cabinets
and vaults.
P. Tenant shall be responsible for the locking of doors and the closing
of transoms and windows in and to the Premises.
Q. If Tenant desires telegraphic, telephonic, burglar alarm or signal
service, Landlord will, upon request, direct where and how
connections and all wiring for such services shall be introduced and
run. Without such directions, no boring, cutting or installation of
wires or cables is permitted. Landlord's approval hereof will not be
unreasonably withheld or delayed
R. If Tenant desires, and if Landlord permits, blinds, shades, awnings,
or other form of inside or outside window covering, or window
ventilators or similar devices, shall be furnished, installed and
maintained at the expense of Tenant and must be of such shape, color,
material and make as approved by Landlord.
S. Tenant shall not overload any floor.
T. Unless Landlord gives advance written consent in each and every
instance, Tenant shall not install or operate any steam or internal
combustion engine, boiler, machinery, refrigerating or heating device
or air conditioning apparatus in or about the Premises, or carry on
any mechanical business therein, or use the Premises for housing
accommodations or lodging or sleeping purposes, or use any
illumination other than electric light, or use or permit to be
brought into the Building any inflammable oils or fluids such as
gasoline, kerosene, naphtha and benzine, or any explosives or other
articles deemed extra hazardous to life, limb or property, or sell or
distribute any alcoholic beverages unless insurance coverage
reasonably acceptable, in form and substance, to Landlord is
obtained.
U. Tenant shall not place or allow anything to be against or near the
glass or partitions or doors of the Premises which may diminish the
light in, or be unsightly from, halls or corridors.
V. Tenant shall not install in the Premises any equipment which uses a
substantial amount of electricity without the advance written consent
of Landlord. Tenant shall ascertain from Landlord the maximum amount
of electrical current which can safely be used in the Premises,
taking into account the capacity of the electric wiring in the
Building and the Premises and the needs of other tenants in the
Building and shall not use more than such safe capacity. Landlord's
consent to the installation of electric
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equipment shall not relieve Tenant from the obligation not to use
more electricity than such safe capacity.
W. In addition to all other liabilities for breach of any covenant of
this Section 12, Tenant shall pay to Landlord all damages directly
caused by such breach and shall also pay to Landlord an amount equal
to any increase in insurance premium or premiums caused by such
breach. The violation of any covenant of this Section 12, in addition
to any other remedies available to Landlord for default of a covenant
of this Lease, may be restrained by injunction.
X. Tenant shall be liable and responsible for installing and maintaining
any and all telephone and computer lines in the building serving the
premises. Tenant shall be liable for and hereby agrees to indemnify
and hold Landlord harmless from any liability or damage to any other
telephone or computer lines or Building systems damaged or interfered
with as a result of Tenant's installation or maintenance of its
telephone or computer lines.
13. Repairs. Subject to the provisions of Section 11, Tenant shall, at its
sole cost and expense, make all needed maintenance, repairs to the
Premises in a prompt, good and workmanlike manner, including but not
limited to (i) the heating, ventilating, and air conditioning systems
serving the Premises (unless Landlord, in its reasonable discretion, has
notified Tenant of Landlord's desire to maintain, repair and replace such
systems, in which case the cost and expense of such services shall be
payable by Tenant to Landlord upon demand); (ii) the exterior and interior
portion of all doors, windows, window frames, plate glass, door closures
and other hardware, door frames and store fronts; (iii) all plumbing and
sewage facilities within or serving the Premises, up to the connection to
the main water or sewer line; (iv) all fixtures and equipment within or
serving the Premises; (v) all electrical and gas systems within the
Premises up to the connection with the main service; (vi) all sprinkler
and central station reporting systems within the Premises; (vii) all
interior walls, floors, ceilings and coverings thereof; (viii) any of
Tenant's improvements; (ix) all repairs, replacements or alterations
required by any governmental authority; (x) interior plastering, painting
and water-proofing; (xi) wall and ceiling treatment; (xii) replacement of
broken glass and plate glass; and (xiii) all necessary repairs and
replacements of Tenant's trade fixtures required for the proper conduct
and operation of Tenant's business. If Tenant shall fail to make any
maintenance, repairs or replacements in and to the Premises as required in
this Lease, Landlord shall have the right, but not the obligation, to
enter the Premises and to make the same for and on behalf of Tenant, and
all sums so expended by Landlord shall be deemed to be additional rent
hereunder and payable to Landlord upon demand.
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Landlord shall not be liable to Tenant for any interruption of Tenant's
business or inconvenience caused Tenant or Tenant's assigns, sublessees,
customers, invitees, employees, licensees or concessionaires in the
premises on account of Landlord's performance of any repair, maintenance
or replacement in the Premises, any other work therein or in the Building
pursuant to Landlord's rights or obligations under this Lease so long as
such work is being conducted by Landlord in accordance with the terms of
this Lease and without gross negligence or gross disregard for Tenant's
business operations. There shall be no abatement of Rent and no liability
of Landlord by reason of any injury to or interference with Tenant's
business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or in or
to fixtures, appurtenances and equipment therein.
This Lease does not grant any rights to light or air over property, except
over public streets kept open by public authority and signage maintained
by Tenant on the exterior of the Building, which signage shall be subject
to and maintained by Tenant in accordance with all governmental codes and
regulations. At the termination of this Lease by lapse of time or
otherwise, Tenant shall return the Premises and all fixtures and equipment
therein in as good condition as when Tenant took possession, ordinary wear
excepted, failing which Landlord may restore the Premises to such
condition and Tenant shall pay the cost thereof. Any and all fixtures and
leasehold improvements installed in the Premises by or on behalf of Tenant
and all personal property, fixtures and leasehold improvements owned by
Tenant shall be removed from the Premises upon the termination of the Term
or Tenant's right to possession.
Landlord shall keep the foundation and the structural soundness of the
exterior walls and roof of the Premises in good repair except that
Landlord shall not be required to make any repairs occasioned by the act
or neglect of Tenant, its assignees, sublessees, servants, agents,
employees, invitees, licensees, customers or concessionaires, or any
damage caused by or as a result of Tenant's occupancy of the Premises, or
any damage caused by break-in, burglary, or other similar acts in or to
the Premises. In the event that maintenance, repairs or replacements to
any part of the Building (including exterior walls and roof of Building)
are necessitated in whole or in part by the act, neglect, fault or
omission of any duty by Tenant, its agents, servants, employees, invitees,
concessionaires or customers, and such maintenance, repair or replacements
are not reimbursed by insurance, Tenant shall pay to Landlord the cost of
such maintenance, repairs and replacements. If the Premises should become
in need of repairs required to be made by Landlord hereunder, Tenant shall
give immediate written notice thereof to Landlord.
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14. Untenantability. Tenant shall give prompt notice to Landlord in case of
any fire or other damage to the premises. If (a) the premises shall be
damaged to the extent of thirty per cent (30%) or more of the cost of
replacement thereof during the last two (2) years of the Term or (b) the
Building shall be damaged to the extent of fifty per cent (50%) or more of
the cost of replacement thereof whether or not the Premises shall be
damaged, then in either of such events, Landlord shall have the right and
option to cancel this Lease by written notice within ninety (90) days
after the date of such occurrence, and thereupon this Lease shall cease
and terminate with the same force and effect as though such date were the
date fixed for the expiration of the Term. In such case, Tenant shall
vacate and surrender the Premises to Landlord. Tenant's liability for the
Rents and other charges reserved hereunder, excluding indemnity
obligations of Tenant, shall cease as of the date of such damage or
destruction and landlord shall make an equitable refund of any Rents or
other charges paid by Tenant in advance and not earned or accrued.
Landlord shall not be liable to repair and replace leasehold improvements
unless same are covered pursuant to this Lease, by insurance and then only
to the extent of the insurance proceeds received by Landlord therefor.
Unless this Lease is terminated by Landlord as aforesaid, this Lease shall
remain in full force and effect and the parties waive the provisions of
any law to the contrary, and Landlord and Tenant agree that the Premises
shall be repaired and restored with due diligence to substantially the
condition thereof immediately prior to such damage or destruction. In no
event shall Landlord be required to replace or restore additions,
improvements or alterations to the Premises made by or at the expense of
Tenant (including construction work in excess of the established standards
for the Building) unless Landlord shall have received the proceeds of the
insurance policies mentioned under Section 17(B)(i), and in such event,
Landlord's obligation shall be limited to the amount of such proceeds
actually received by Landlord. Landlord shall have no obligation to
replace or restore office furniture or equipment, trade fixtures,
merchandise, samples, supplies or any other items of Tenant's property in
the Premises or the Building. If by reason of such fire or other casualty
the Premises are rendered wholly untenantable, the Rent shall be abated,
or if only partially damaged, the Rent shall be abated proportionately as
to that portion of the Premises rendered untenantable; in either event,
until thirty (30) days after notice by Landlord to Tenant that the
Premises have been substantially repaired and restored or until Tenant's
operations are substantially restored in the entire Premises, whichever
shall occur sooner.
15. Eminent Domain. If the Building, or any portion thereof which includes a
substantial part of the Premises, or which prevents the operation of the
Building, shall be taken or condemned by any competent authority for any
public use or purpose or sold in lieu thereof, the Term of this Lease
shall end upon, and not before, the date when the possession of the part
so taken shall be required for such use or purpose, and without
apportionment of the condemnation award.
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Current Rent shall be apportioned as of the date of such termination. If
any condemnation proceeding shall be instituted in which it is sought to
take or damage any part of the building, or the land under it or used in
its operation, or if the grade of any street or alley adjacent to the
Building is changed by any competent authority and such change of grade
makes it necessary or desirable to remodel the Building to conform to the
changed grade, Landlord shall have the right to cancel this Lease upon not
less than ninety (90) days notice prior to the date of cancellation
designated in the notice. No money or other consideration shall be payable
by Landlord to Tenant for the right of cancellation. Nothing contained in
this Section 15 shall be deemed to preclude Tenant's right to pursue any
claim it may have against the condemning authority for damages or an award
in the amount of relocation or other expenses or any other right afforded
Tenant by the condemning authority.
16. Landlord's Remedies. All rights and remedies of Landlord herein enumerated
shall be cumulative, shall be subject to the regulations of the Office of
the Comptroller of Currency and the Federal Deposit Insurance Corporation,
and none shall exclude any other right or remedy allowed by law.
A. If a petition in a bankruptcy or insolvency, or for the
reorganization, or for the appointment of a receiver or trustee of
all or a portion of the property of Tenant or any Guarantor shall be
filed against Tenant or any Guarantor in any court, pursuant to any
statute, either of the United States or of any State, and if, within
thirty (30) days thereafter, Tenant or any Guarantor fails to secure
a discharge thereof, or if Tenant or any Guarantor shall voluntarily
file any such petition or make an assignment for the benefit of
creditors or petition for or enter into an arrangement, or if this
Lease is taken under writ of execution (herein called "Act of
Bankruptcy"), then Tenant shall be deemed in breach and default of
this Lease and Landlord, in its discretion and at its election, may,
to the extent permitted by law, elect to cancel and terminate this
Lease. Upon the cancellation and termination of this Lease pursuant
to the provisions of this Subsection 16(A), Landlord, in addition to
all the remedies provided by law, shall be entitled to the remedies
provided in this Section 16. If this Lease is assumed or assigned by
a trustee pursuant to the provisions of the Bankruptcy Reform Act of
1978 ("Bankruptcy Act") (11 U.S.C. Section 101 et. seq.), then the
trustee shall cure any default under this Lease and shall provide
such adequate assurances of future performance of this Lease as are
required by the Bankruptcy Act (including, but not limited to, the
requirements of Section 365(b)(1)). If the trustee does not cure such
defaults and provide such adequate assurances under the Bankruptcy
Act, then this Lease shall be deemed rejected and Landlord shall have
the right to immediate possession of the Premises and shall be
entitled to all
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remedies provided by the Bankruptcy Act for damages for breach and/or
termination of this Lease.
B. If (1) Tenant defaults in the payment of Rent as the same shall
become due and such default is not cured within ten (10) days after
written notice from Landlord; (2) the leasehold interest of Tenant be
levied upon under execution or be attached by law; (3) Tenant or any
Guarantor suffers or commits an Act of Bankruptcy; (4) a receiver be
appointed for any property of Tenant; (5) Tenant abandons the
Premises; or (6) Tenant defaults in the prompt and full performance
of any other provision of this Lease, and Tenant does not cure the
default under this sub-section (6) within ten (10) days (forthwith if
the default involves a hazardous condition) after written demand by
Landlord that the default be cured (unless the default involves a
hazardous condition, which shall be cured forthwith upon Landlord's
demand); then and in any such event, Landlord may, if Landlord so
elects but not otherwise, and with or without notice of such election
and with or without any demand whatsoever, forthwith terminate this
Lease or Tenant's right to possession of the Premises. Upon any such
termination of this Lease, and as determined by Landlord, Landlord
shall immediately be entitled to recover damages in an amount equal
to the then present value of the Rent specified in Sections 1 and 2
of this Lease for the residue of the stated term hereof.
C. 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 Premises immediately, and deliver possession thereof
to Landlord. Tenant hereby grants to Landlord full and free license
to enter into and upon the Premises in the event of such termination,
with or without process of law, and to take possession of the
Premises. Landlord may expel or remove Tenant and any others who may
be occupying the Premises. Landlord may remove any and all property
from the Premises, using such force as may be necessary, without
being deemed in any manner guilty of trespass, eviction or forcible
entry or detainer. The exercise by Landlord of any of the remedies
reserved under this Section 16(C) shall not constitute a waiver or
election by Landlord with respect to Landlord's rights to Rent or any
other right given to Landlord elsewhere in this Lease or by operation
of law.
D. If Tenant abandons the Premises or otherwise entitles Landlord so to
elect, and Landlord elects to terminate Tenant's right to possession
only, without terminating the Lease, Landlord may, at Landlord's
option, enter into the Premises, remove Tenant's signs or other
evidence of tenancy, and take and hold possession thereof as in
Paragraph (C) of this Section 16, provided, without such entry and
possession terminating the Lease or
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releasing Tenant, in whole or in part, from Tenant's obligation to
pay the Rent hereunder for the full Term, and in any case Tenant
shall pay forthwith to Landlord, if Landlord so elects, a sum equal
to the entire amount of the Rent specified in Sections 1 and 2 of
this Lease for the residue of the stated Term plus any other sums
then due hereunder. Upon and after entry into possession without
termination of the Lease, Landlord may, but need not, relet the
Premises or any part thereof for the account of Tenant to any person,
firm or corporation other than Tenant for such rent, for such time
and upon such terms as Landlord, in Landlord's sole discretion, shall
determine, and Landlord shall not be required to accept any tenant
offered by Tenant or to observe any instructions given by Tenant
about such reletting. In any case, Landlord may make repairs,
alterations and additions in or to the Premises, and redecorate the
same to the extent deemed by Landlord necessary or desirable, and
Tenant shall, upon demand, pay the cost thereof (to the extent
necessary to return the Premises to the condition as existed on the
Commencement Date, ordinary wear and tear excepted), together with
Landlord's expenses of the reletting, including but not limited to
leasing commissions. If the consideration collected by Landlord upon
any such reletting for Tenant's account is not sufficient pay monthly
the full amount of the Rent reserved in this Lease, together with the
costs of repairs, alterations, additions, redecorating and Landlord's
expenses, Tenant shall pay to Landlord the amount of each monthly
deficiency upon demand; and if the consideration so collected from
any such reletting is more than sufficient to pay the full amount of
the Rent reserved herein, together with the costs and expenses of
Landlord, Landlord, at the end of the stated Term of the Lease, shall
account for the surplus to Tenant.
E. Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law, to which
Tenant is or may be entitled, may be handled, removed or stored by
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 removed
from the Premises, not otherwise transferred to Landlord hereunder,
or retaken from storage by Tenant within thirty (30) days after the
end of the Term, however, terminated, shall be presumed to have been
conveyed by Tenant to Landlord under this Lease as a xxxx of sale
without further payment or credit by Landlord to Tenant.
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F. Tenant shall pay upon demand all Landlord's reasonable costs, charges
and expenses, including the fees of counsel, agents and others
retained by Landlord, incurred in enforcing Tenant's obligations
hereunder or incurred by Landlord in any litigation, negotiation or
transaction in which Tenant causes Landlord, without Landlord's
fault, to become involved or concerned.
17. Insurance.
A. Landlord and Tenant hereby waive any rights each may have against the
other on account of any loss or damage occasioned by Landlord or
Tenant, as the case may be, their respective property, the Premises,
or its contents or to other portions of the Building, arising from
any risk to be covered by fire and extended coverage insurance
policies required hereunder. The parties each, on behalf of their
respective insurance companies insuring the property of either
Landlord or Tenant against such loss, and to the extent same is
permitted pursuant to said policies, waive any right of subrogation
that such companies may have against Landlord or Tenant, as the case
may be. Landlord and Tenant covenant with each other that, to the
extent such insurance endorsement is reasonably available, they will
each obtain for the benefit of the other a waiver of any right of
subrogation from their respective insurance companies.
B. Tenant further covenants and agrees that from and after the date of
delivery of the Premises from Landlord to Tenant, Tenant will carry
and maintain, at its sole cost and expense, the following types of
insurance, in the amounts specified and in the form hereinafter
provided for:
(i) Insurance covering all additions, improvements and alterations
to the Premises made for, by or at the expense of the Tenant
and all office furniture and equipment, trade fixtures,
merchandise and other items of Tenant's property or any other
property in the Premises and leasehold improvements, against
all loss or damage by fire and such other hazards as may be
insured by the form of extended coverage in effect
(specifically including, but not limited to, water damage,
vandalism and malicious mischief in an amount equal to 100% of
the full replacement value of such property.
(ii) Comprehensive public liability insurance (and dram shop
insurance in the event alcoholic beverages are sold on the
Premises) against claims for bodily injury, death and property
damage occurring in or about the Premises (or the Building in
the event of injury or damage to person or property in the
Building for the benefit of or on account of the Tenant), to
afford protection to the limits of not less than
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$2,000,000.00 with respect to bodily injury or death to any
number of persons from any one accident or occurrence, and not
less than $1,000,000.00 for property damage; provided however,
Landlord may require Tenant to obtain increases on aforesaid
limits of liability if Landlord determines such increases are
necessary and provided same are commercially reasonable.
(iii) Extended coverage insurance insuring plate glass.
All such insurance shall be effected under valid and enforceable
policies issued by insurers of recognized responsibility which are
licensed to do business in the State of Illinois and shall name as
additional insured Landlord and its beneficiaries and agents as their
interests may appear. Tenant shall, prior to the commencement of the
Term of this Lease, furnish to Landlord certificates evidencing such
coverage, and showing the interests of Landlord, owner of the
Building and Landlord's mortgagee, if any, which certificates shall
state that such insurance may not be changed or cancelled without
thirty (30) days prior written notice to Tenant and Landlord (and, if
required, Landlord's mortgagee) and thereafter certificates of
renewal shall be delivered to Landlord not less than thirty (30) days
prior to the expiration of the original policies or the preceding
renewals.
C. To the extent not expressly prohibited by law, Tenant agrees to
indemnify, save, protect and hold forever harmless Landlord, its
agents and employees (collectively "Landlord's indemnitees") from and
against all losses, damages, costs, claims and liabilities, including
without limitation, court costs and attorneys' fees and expenses,
which Landlord's indemnitees, or any of them, may suffer, incur or
sustain or for which Landlord's indemnitees, or any of them, may
become liable or obligated by reason of, resulting from, or in
connection with: (1) any injury to or death of persons and damage to
or theft, misappropriation or loss of property occurring in or about
the Premises arising from Tenant's use and occupancy of the Premises
or the conduct of its business; (2) any activity, work or thing done,
permitted or suffered by Tenant in or about the Premises, including
all liabilities of every kind and description which may arise out of
or in connection with the Work; and (3) any breach or default on the
part of Tenant in the payment or performance of any covenant,
agreement or obligation on the part of Tenant to be paid or performed
pursuant to the terms of this Lease or any other act or omission of
Tenant, its agents or employees. In case of any action or proceeding
brought against Landlord's indemnitees, or any of them, by reason of
any such claims, Tenant covenants to defend such action or proceeding
by counsel reasonably satisfactory to Landlord.
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18. Subordination of Lease. The rights of Tenant under this Lease shall be
and are subject and subordinate at all times to the lien of any mortgage,
mortgages, ground or underlying lease, trust deed or trust deeds, now or
hereafter in force against the Building or the underlying leasehold
estate, if any, and to all advances made or hereafter to be made upon the
security thereof, and Tenant shall execute such further instruments
subordinating this Lease to the lien or liens of any such mortgage,
mortgages, ground or underlying lease, trust deed or trust deeds, as
shall be required by Landlord; provided however, such lender shall agree
not to disturb Tenant's rights pursuant to this Lease provided Tenant is
not in default under the terms of this Lease.
19. Sale of Premises by Landlord. Any sale or exchange by Landlord of its
interest in the Premises shall be subject to this Lease and the rights and
obligations of Tenant hereunder; and Tenant shall attorn to Landlord's
grantee or transferee. Upon any such sale or exchange and the assignment
by Landlord of this Lease, Landlord shall be and is hereby entirely freed
and relieved of all liability under any and all of its covenants and
obligations contained in or derived from this Lease arising out of any
act, occurrence or omission relating to the Premises or this Lease
occurring after the consummation of such sale or exchange and assignment.
20. Estoppel Certificate. In the event of sale, refinance or upon reasonable
request of Landlord's lender, Tenant shall from time to time, upon not
less than ten (10) days prior written request by Landlord, deliver to
Landlord a statement in writing certifying (to the extent applicable):
A. That this Lease is unmodified and in full force and effect or, if
there have been modifications, that the Lease as modified is in full
force and effect;
B. The dates to which Rent and other charges have been paid; and
C. That Landlord is not in default under any provision of this Lease or,
if in default, a detailed description thereof.
If Tenant shall fail to execute and deliver such statement within said
ten (10) days, then Tenant hereby authorizes Landlord, as its agent and
attorney-in-fact, to execute such statement on Tenant's behalf.
21. Notices. In every instance where it shall be necessary or desirable for
Landlord to serve any notice or demand upon Tenant, it shall be sufficient
(a) to deliver or cause to be delivered to Tenant a written copy thereof,
in which event same shall be deemed to have been served when received by
Tenant or an agent or employee thereof, or (b) to send a written copy
thereof by United States certified or registered mail, postage prepaid,
addressed to Tenant at the Premises, in
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which event, notice or demand shall be deemed to have been served two (2)
business days after the date the copy is posted. All notices or demands
shall be signed by or on behalf of Landlord. Any notice or demand from
Tenant to Landlord shall be in writing and deemed served when received by
Landlord or the Agent for Owner at the Office of the Building or two (2)
business days after mailing if mailed by United States certified or
registered mail, postage prepaid, addressed to Landlord at the Office of
the Building, or at such other or additional addresses as Landlord shall
specify by notice to Tenant.
22. Miscellaneous.
A. No receipt of money by Landlord from Tenant after the termination of
this Lease or after the service of any notice or after the
commencement of any suit, or after final judgment for possession of
the Premises shall renew, reinstate, continue or extend the Term of
this Lease or affect any such notice demand or suit.
B. No waiver of any default of Tenant hereunder shall be implied from
any omission by Landlord to take any action on account of such
default if such default persists or be repeated, and no express
waiver shall affect any default other than the default specified in
the express waiver and that only for the time and to the extent
therein stated. The invalidity or unenforceability of any provision
hereof shall not affect or impair any other provision.
C. The words "Landlord" and "Tenant", wherever used in this Lease, shall
be construed to mean "Landlords" or "Tenants" in all cases where
there is more than one lessor or lessee, and the necessary
grammatical changes required to make the provisions hereof apply
either to corporation or individuals, men or women, shall in all
cases be assumed as though in each case fully expressed.
D. Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of Landlord and Tenant and
their respective heirs, legal representatives and successors, and
assigns in the event this Lease has been assigned with the consent of
Landlord as herein provided.
E. The headings of sections are for convenience only and do not limit or
construe the contents of the sections.
F. Submission of this instrument for examination does not constitute a
reservation of or option for the Premises. The instrument becomes
effective as a lease upon execution and delivery by both Landlord and
Tenant.
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G. All amounts (other than Base Rent and Additional Rent) owed by the
Tenant to Landlord hereunder shall be paid within ten (10) days from
the date Landlord renders a statement of account therefor and shall
bear interest at the rate of the lesser of (i) the then current prime
rate of interest established by The First National Bank of Chicago,
or its successor, or (ii) the maximum rate permitted by law
thereafter until paid.
H. Provisions typed on the face of this Lease and signed by Landlord and
Tenant, and all Riders attached to this Lease and signed by Landlord
and Tenant, are hereby made a part of this Lease as though inserted
at length in this Lease.
I. If Tenant shall occupy the Premises prior to the beginning of the
stated Term of this Lease with Landlord's consent, all the provisions
of this Lease shall be in full force and effect as soon as Tenant
occupies the Premises and Rent for any such period prior to the
beginning of the stated Term of this Lease shall be paid by Tenant on
the basis of the pro rated portion of the Rent set forth in Sections
1 and 2. In the event Landlord is unable to deliver possession of the
Premises on the Commencement Date by reason of the holding over or
retention of possession by any tenant or occupant, this Lease shall
nevertheless continue in full force and effect, but Rent shall xxxxx
until the Landlord is able to deliver possession, and Landlord shall
have no other liability whatsoever on account hereof.
J. This Lease is the entire understanding of the parties and the terms
and provisions of this Lease shall only be modified or amended in
writing.
K. If this Lease is executed by more than one individual, corporation,
partnership, association or other entity as Tenant, the obligations
of each of said parties shall be joint and several.
23.
Reserved
24. Brokers. Tenant represents and warrants to Landlord that neither Tenant
nor its officers or agents nor anyone acting on Tenant's behalf has dealt
with any real estate brokers to whom any commissions due shall be paid by
Landlord. Tenant agrees to indemnify, defend and hold harmless Landlord
(which, for the purposes of this Section 24, shall be deemed to include
Water Tower Realty Management Company, its agents and employees) and the
owner of the Building from the claim or claims of a broker or brokers
claiming to have interested Tenant in the
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Building or the Premises or claiming to have caused Tenant to enter into
this Lease.
25.
Reserved
26.
Reserved
27.
Reserved
28.
Reserved
29. Continuous Operation. Tenant acknowledges that the continuous operation
of the business at the Premises is a material element of the consideration
to be derived by Landlord. Accordingly, Tenant shall, during the entire
Term, continuously use the Leased Premises for the purpose stated in this
Lease, carrying on therein Tenant's business undertaking diligently,
assiduously and energetically. Tenant shall keep the Premises open and
available for business activity therein during all usual days and hours
for such business in the Chicago metropolitan area. Tenant will conduct
its business and control its 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 Premises, and
shall strictly observe any rules Landlord shall prescribe.
30. Parking. Landlord agrees to use its reasonable efforts to provide Tenant
with eight (8) parking spaces in the lot located behind the Building for
customer or employee use during normal business hours. Said parking
spaces, if available, shall be provided on a monthly basis, at a cost to
Tenant of Ninety-Five and 00/100 Dollars ($95.00) per space per month,
which sum shall be deemed Additional Rent due and payable at the same time
as Monthly Base Rent. In addition, each of the parking spaces, if
available, shall be marked in such a fashion, acceptable to Landlord, to
indicate that they are for the sole use of Tenant, its employees and/or
its customers. Any such markings or signage, and any wiring required
therefor, shall be provided and maintained at the sole cost
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32
and expense of Tenant and shall, in all events, be subject to the prior
approval of Landlord and shall not in any manner interfere with the
ingress and egress to and from the parking lot.
LANDLORD: TENANT:
WATER TOWER REALTY SUCCESS NATIONAL BANK, A
MANAGEMENT COMPANY National Banking Association
BY: /s/______________________ BY: /s/_______________________
Its:_________________________ Its: President
(Title) (Title)
ATTEST:
BY:
___________________________
Its:
___________________________
(Title)
This Lease consists of the Lease Schedule, Pages 1 through 25 hereof,
Riders A and B, and Exhibits A and B.
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33
RIDER A
RULES AND REGULATIONS
1. PROTECTING PREMISES.
Before leaving the Premises unattended, Tenant shall close and securely
lock all doors or other means of entry to the Premises and shut off all
utilities in the Premises. Any damage resulting from the neglect of this
rule shall be paid by Tenant.
2. LARGE ARTICLES.
All damage done to the Building by moving or maintaining furniture,
freight or articles shall be repaired at the expense of Tenant.
3. SIGNS.
Tenant shall not paint, display, inscribe, maintain or affix any sign,
placard, picture, advertisement, name, notice, lettering or direction on
any part of the outside of the Premises, other than the signs described in
the Lease without the prior written consent of Landlord, and then only
such name or names or matter and in such color, size, style, character and
material as may be first approved by Landlord in writing, such approval
not to be unreasonably withheld. Landlord acknowledges that Tenant is
purchasing the existing Belmont National Bank sign on the exterior of the
Premises, waives any interest it may have therein and consents to Tenant's
use thereof, provided Tenant maintains and uses same in accordance with
all governmental regulations.
4. ADVERTISlNG
Tenant shall not in any manner use the name of the Building for any
purpose other than that of the business address of Tenant, or use any
picture or likeness of the Building in any letterheads, envelopes,
circulars, notices, advertisements, containers, wrapping material or other
fashion without Landlord's express consent in writing. Tenant shall not
advertise the business, profession or activities of Tenant in any manner
that violates the letter or spirit of any code of ethics adopted by any
recognized association or organization pertaining to such business,
profession or activities.
5. DEFACING PREMISES AND OVERLOADING.
Tenant shall not place anything or allow anything to be placed in the
Premises near the glass of any door, partition, wall or window which may
be unsightly from
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34
outside the Premises, and Tenant shall not place or permit to be placed
any article of any kind on any window ledge or on the exterior walls.
Window coverings shall not be placed in or about the outside windows in
the Premises except to the extent, if any, that the character, shape,
color, material and make thereof is approved by Landlord, and Tenant shall
not do any painting or decorating in the Premises or make, paint, cut, or
drill into, drive nails, screws or other fasteners into or in any way
deface any part of the premises or the building without the written
consent of Landlord.
6. COMMUNICATION, ALARM OR UTILITY CONNECTIONS.
If Tenant desires signal, communication, alarm or other utility or similar
service connections installed or changed, Tenant shall not install or
change the same without the approval of Landlord, and then only under
direction of Landlord and at Tenant's expense. Tenant shall not install in
the Premises any equipment which requires a substantial amount of
electrical current without the written consent of Landlord, and Tenant
shall ascertain from Landlord the maximum amount of load or demand for or
use of electrical current which can safely be permitted in the Premises,
taking into account the capacity of the electric wiring in the Building
and the Premises and the needs of other tenants of the Building and shall
not in any event connect a greater load than such safe capacity.
7. TOILET ROOMS.
The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be
thrown therein and the expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by the Tenant
who, or whose employees or invitees, shall have caused it.
8. INTOXICATION.
Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord is intoxicated or under the
influence of liquor or drugs or who shall in any manner do any act in
violation of any of the rules and regulations of the Building.
9. VENDING MACHINES.
No vending machines of any description shall be installed, maintained or
operated in the Premises without the prior written consent of Landlord,
not to be unreasonably withheld.
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35
10. NUISANCES AND CERTAIN OTHER PROHIBITED USES.
Tenant shall not (i) install or operate any internal combustion engine,
boiler or machinery in or about the Premises, (ii) carry on any mechanical
business in or about the Premises without the written permission of
Landlord, (iii) exhibit, sell or offer for sale, use, rent or exchange in
the Premises or the Building any article, thing or service except those
ordinarily embraced within the Permitted Use of the Premises specified in
Section 12, or use the Premises for housing, lodging or sleeping purposes,
(iv) Reserved, (v) place any radio or television antennae on the roof or
in any part of the inside or outside of the Building other than the inside
of the Premises; (vi) operate or permit to be operated any musical or
sound-producing instrument or device inside or outside the Premises which
may be heard outside the Premises, (vii) use any illumination or power for
the operation of any equipment or device other than electricity, (viii)
operate any electrical device from which may emanate electrical waves
which may interfere with or impair radio or television broadcasting or
reception from or in the Building or elsewhere, (ix) make or permit any
objectionable noise or odor to emanate from the Premises, (x) disturb,
solicit or canvass any occupant of the Building, (xi) do any act tending
to injure the reputation of the Building, or (xii) throw or permit to be
thrown or dropped any article from any window or other opening in the
Building.
11. WALL COVERINGS.
Any wallpaper or vinyl fabric materials which Tenant may install on
painted walls shall be applied with a strippable adhesive. The use of
nonstrippable adhesives will cause damage to the walls when materials are
removed, and repairs made necessary thereby shall be made by Landlord at
Tenant's expense.
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36
RIDER B
-------
OPTION
------
Tenant shall have the option to renew this Lease for two (2) terms of five
(5) years each (the "Renewal Term" individually or "Renewal Terms"
collectively), the term of the first of which shall commence on the tenth
(10th) anniversary of the Commencement Date and terminate five (5) years
Thereafter. There shall be no further options to renew. Such option shall be
exercisable by Tenant, if at all, by written notice of Tenant's desire to
exercise such option given to Landlord not less than nine (9) months prior to
the expiration of the initial Term of this Lease for the first Renewal Term or
the expiration of the prior Renewal Term for the subsequent Renewal Terms. The
Renewal Terms shall be on the same terms, covenants and conditions as contained
in this Lease; provided however, the Base Rent for the first Lease Year of the
respective Renewal Terms shall be the greater of the Base Rent for the
immediately preceding Lease Year or the "Market Rate" at the commencement of
the respective Renewal Terms and shall, in any event, continue to be escalated
by increases in the CPI as provided in Section 1 of the Lease as if the Terms
were continuous. Market Rate is defined as those terms and that rate (including
escalation factors for subsequent years during the Renewal Term) then being
charged for similar space, under similar circumstances, in comparable buildings
in the geographical area in which the Building is situated. Said rate shall be
reasonably determined and established by the Landlord and disclosed to Tenant
within thirty (30) days after the delivery of Tenant's notice of exercise of
the Option. In the event Tenant disagrees with such determination, the Market
Rate dispute shall be submitted to binding arbitration in Chicago, Illinois
pursuant to the rules of the American Arbitration Association and until such
time, the rate for Base Rent shall be equal to the Base Rent for the Lease Year
immediately preceding the first month of the applicable Renewal Term, with the
Tenant being required to cure any deficiency therein if the Market Rate is
greater than such Base Rent. Notwithstanding anything to the contrary contained
herein, it shall be a condition precedent to Tenant's option right hereunder,
that at the time of exercising same and at the commencement of each of the
Renewal Terms, this Lease be in full force and effect and there be no existing
and unremedied default on the part of the Tenant to be performed under any of
the terms, covenants or conditions of the Lease as to which Landlord shall have
served notice upon Tenant. Any cancellation or termination of this Lease or
Tenant's right to possession of the Premises shall terminate the option
hereunder. Tenant's option to renew, as set forth above, shall be conditioned
upon Tenant having made due and timely exercise of same option.
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37
RIDER C
-------
OPTION
------
CANCELLATION OPTION
-------------------
Tenant may cancel the Lease effective as of the end of the fifth (5th)
Lease Year during the Term, upon not less than six (6) months prior written
notice to Landlord; provided however, the right of Landlord to recover any
monetary obligations thereunder shall not be extinguished by the termination of
said Lease. Failure to timely deliver said notice shall void Tenant's
cancellation right hereunder granted.
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