**EXHIBIT 10.6****LEASE**     **THIS LEASE**(“Lease”) is entered into as of the 11th day of September, 2003, by and between**PANATTONI DEVELOPMENT COMPANY, LLC,**a California limited liability company, whose address is 10255W. Higgins, Suite 110, Rosemont, Illinois 60018 (together with its successors and assigns,“Landlord”) and **COLEMAN CABLE, INC.,**a Delaware corporation, whose address is 1586 Lakeside Drive,Waukegan, Illinois 60085, and will be as of the Commencement Date, the Premises (as hereinafterdefined) (together with its permitted successors and assigns, “Tenant”).     **1. ****AGREEMENT TO LEASE****.**Landlord hereby leases to Tenant, and Tenant hereby acceptsand leases from Landlord, that building (the “Premises” or the “Building”) to be constructed on thereal estate legally described on Exhibit A attached hereto and made a part hereof (the“Land”), which Building is located at the corner of Lakeside and Shields Drive, Waukegan, Illinois60085, and which shall contain approximately Thirty Thousand One Hundred Seventy Five (30,175)rentable square feet, the plan for which is attached hereto as Exhibit B and made a parthereof (the Land, the Premises and other improvements now or hereafter contained on the Land arecollectively referenced to herein as the “Property”) for the Term (as defined below). Not lessthan sixty (60) days prior to the Commencement Date (as hereinafter defined), Landlord shall submitin writing to Tenant the exact number of rentable square feet contained in the Building measured inaccordance with the BOMA 1996 standards and otherwise consistent with usual and customary practicein Lake County, Illinois. Such calculations shall be subject to verification by Tenant and/orTenant’s architect. Such exact determination shall be used, notwithstanding anything to thecontrary contained in this Lease or in any Exhibit attached hereto to the contrary, in calculatingBase Rent, Tenant Improvement Allowance as more specifically enumerated in the Work Letter (ashereinafter defined) and the Purchase Price set forth in Section 28.2 hereof. Accordingly,any such calculations of Base Rent, Tenant Improvement Allowance as more specifically enumerated inthe Work Letter (as hereinafter defined), and the Purchase Price, including, but not limited to,the amounts enumerated in Exhibit D attached hereto, shall be recomputed by Landlord andTenant in accordance with such exact calculations. In the event Landlord and Tenant cannot agreeon the exact rentable square footage of the Premises, then Landlord and Tenant (or their respectiverepresentatives or architects) shall select a mutually agreeable independent architect to make adetermination as to such exact calculations in accordance with the terms of this Lease, and suchdetermination shall be final and binding on both Landlord and Tenant. Notwithstanding anythinghereinabove contained to the contrary, the Premises shall be deemed for all purposes hereof to beThirty Thousand One Hundred Seventy Five (30,175) rentable square feet unless it is ultimatelydetermined in accordance with the provisions hereof that the Premises contain 29,875 rentablesquare feet or less or, conversely, 30,475 rentable square feet or more, in which event the actualnumber of rentable square feet as so determined shall be utilized.     **2. ****THE TERM****.**As used herein, the “Term” shall mean the period of time commencing onthe Commencement Date and ending one hundred twenty (120) calendar months after the CommencementDate, provided that if the Commencement Date is not the first (1st) day of a calendar month, theTerm shall end one hundred twenty (120) calendar months after the last day of the calendar month inwhich the Commencement Date occurs, unless extended or sooner
 

 
terminated as provided herein, subject to the agreements herein contained. As used herein,the “Commencement Date” shall mean the Substantial Completion Date as defined in Section6.1 of the Work Letter attached hereto as Exhibit C and made a part hereof (the “WorkLetter”). In connection herewith the Commencement Date shall occur no later than June 1, 2004 (the“Target Date”) except that the Target Date shall be extended on a day for day basis upon timelynotice to Tenant to the extent such extension is attributable to a Force Majeure Delay (not toexceed ninety (90) days) or Tenant Delay as defined in Section 6.2 of the Work Letter. Notless than sixty five (65) days prior to the Target Date, Landlord shall deliver written notice toTenant whether the Building will be Substantially Complete by the Target Date. If Landlord is notthereafter able to achieve the Substantial Completion Date of the Building as defined inSection 6.1 of the Work Letter by July 1, 2004 then Landlord shall deliver, not less thansixty five (65) days prior to July 1, 2004, written notice to Tenant of such fact. If Landlordshall fail to timely deliver such notices to Tenant as set forth above, Landlord shall beresponsible for Tenant’s increased base rent for Tenant’s holding over under Tenant’s lease for thepremises located at 1586 S. Lakeside Drive, Waukegan, Illinois 60085. In accordance with theprovisions contained in the Work Letter and this Lease, and with specific reference to theimmediately foregoing sentence, notwithstanding anything herein contained to the contrary, if theCommencement Date does not occur by September 1, 2004, (the “Outside Date”), except that theOutside Date shall be extended on a day for day basis upon timely notice to Tenant to the extentsuch extension is attributable to a Tenant Delay as defined in Section 6.2 of the WorkLetter. Tenant shall have the right to terminate this Lease upon written notice to Landlord andthis Lease shall thereupon be null and void and neither party shall have any further rights orobligations under this Lease. If Landlord delivers the notices as set forth above informing Tenantthat the Building will be Substantially Completed by either the Target Date or July 1, 2004 and theBuilding is not Substantially Completed by such dates, but instead the Building is SubstantiallyCompleted on a date other than the first (1st) day of June, July, or August then theparties agree that the Commencement Date shall occur on the seventh (7) business day after suchdate.     **3. ****RENT****.**Tenant shall pay Rent to Landlord at the office of Landlord or to such otherperson or at such other place as Landlord may designate, without offsets or deductions of any kindwhatsoever, subject, however, to the otherwise applicable provisions hereof at the times and in themanner hereinafter set forth. As used herein “Rent” shall mean Base Rent (as defined below),Additional Rent (as defined below) and all other amounts to be paid by Tenant to Landlord underthis Lease or the Work Letter, subject however, to the otherwise applicable provisions hereof.     **4. ****BASE RENT****.**Subject to the otherwise applicable provisions contained in the lastsentence of Section 16.2 hereof, Base Rent shall begin to accrue and be payable on the date(the “Rent Commencement Date”) which is six (6) months following the Commencement Date and on thefirst day of each calendar month thereafter during the Term. The period of time between theCommencement Date and the Rent Commencement Date is referred to herein as the “Free Rent Period”.Tenant shall pay Base Rent in the respective amounts set forth on Exhibit D attached heretoand made a part hereof. The Base Rent payable for each Lease Year (as defined below) shall be paidin twelve (12) equal monthly installments, in advance, not later than the first (1st) day of eachmonth, provided, however, that no payments shall accrue or be payable during the Free Rent Period.If the Rent Commencement Date is other than the first (1st) day of a calendar month, then theinstallment of Base Rent for such initial calendar month shall be
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prorated on a per diem basis for such fractional period and shall be paid on the RentCommencement Date. As used herein, “Lease Year” shall mean each consecutive twelve (12) monthperiod beginning with the Commencement Date, except that if the Commencement Date is other than thefirst (1st) day of a calendar month, then the first (1st) Lease Year shall be the period from theCommencement Date through the date twelve (12) months after the last day of the calendar month inwhich the Commencement Date occurs, and each subsequent Lease Year shall be the period of twelve(12) months following the last day of the prior Lease Year.     **5. ****ADDITIONAL RENT****.**In addition to paying the Base Rent specified in Section 4hereof, Tenant shall pay as “Additional Rent” for the portion of the Term following the FreeRent Period the amounts determined as set forth below in this Section 5, provided, however,that Tenant shall at all times after the Commencement Date be directly responsible for the cost ofelectricity and natural gas service to the Premises as well as all telephone services required byTenant.     **5.1****Definitions****.**As used in this Lease, the following terms shall have the followingmeanings:     (a) “Calendar Year” shall mean the twelve (12) month period January through December ofany year (or portion thereof) falling within the Term.     (b) “Taxes” shall mean all real estate taxes and assessments and similar governmentalcharges, special or otherwise, direct or indirect, ordinary or extraordinary (including,without limitation, those levied or assessed by special taxing districts now or hereaftercreated) levied or assessed upon or with respect to the Property and any additions theretoor substitution therefor. “Taxes” shall also include all reasonable fees and costs incurredby Landlord in connection with reducing or limiting the increase in any Taxes, but only tothe extent any reduction or limitation is obtained. “Taxes” shall not include inheritance,income, transfer or franchise taxes paid by Landlord. In determining the amount of Taxesfor any Calendar Year, the amount of special assessments to be included shall be limited tothe amount of the installment (plus any interest payable thereon) of such special assessmentwhich would have been required to have been paid during such year if Landlord had elected tohave such special assessment paid over the maximum period of time permitted by law. Exceptas provided in the immediately preceding sentence, all references to Taxes for a particularCalendar Year shall be deemed to refer to Taxes levied, assessed or otherwise imposed forsuch year without regard to when such Taxes are payable.     (c) “Operating Expenses” shall mean for any Calendar Year those costs or expensesreasonably incurred by or on behalf of Landlord, without duplication, for owning, managing,operating, maintaining and repairing the Property except for structural components of theBuilding, including, without limitation, the roof, roof membrane, roof covering (includinginterior ceiling if damaged by leaking attributable to any of the Structural Components),load-bearing walls and floor slabs and masonry walls and foundations (collectively, the“Structural Components”) and the HVAC Systems (as hereinafter defined) for which Landlordshall be solely responsible (and any costs therefor shall not be deemed to be OperatingExpenses, except usual and customary
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periodic inspections and routine maintenance to the roof, roof membrane and roofcovering and HVAC Systems shall be deemed Operating Expenses), including, withoutlimitation: dues and other amounts payable to the Amhurst Lake Business Park Association;the cost of fire monitoring, security and security device systems for the Building, if any;snow and ice and trash removal; cleaning, sweeping, planting and landscaping, includingreplacements thereto; the cost of ordinary maintenance and repairs: (i) sewer, water,mechanical, electrical, sprinkler and other utility systems and equipment, (ii) heating,ventilating and air conditioning systems and equipment, parking lots, driveways andsidewalks on the Land, and exterior lighting systems and equipment, exclusively servicingthe Building; utilities, fuel and water if not separately metered; exterior window cleaning;insurance carried by Landlord pursuant to Section 18 hereof unless otherwise statedin Section 18.1 hereof and applicable to the Property and not carried by Tenant;deductibles paid by Landlord under the insurance policies described above, provided saiddeductibles are commercially reasonable for properties similarly situated; exteriorpainting; management fees (not to exceed 3.5% of the Rent attributable to the Property;supplies; the reasonably proportionate cost of wages, salaries and benefits of all personsemployed by Landlord at the level of property manager and below engaged in the operation,management, maintenance and repair of the Property; non-extraordinary legal and accountingexpenses; and any other expense or charge which would be considered as an expense of owning,managing, operating, maintaining or repairing the Property. Notwithstanding anything hereinto the contrary, Operating Expenses shall not include: costs or other items included withinthe meaning of the term “Taxes”; costs of tenant alterations to tenant space; attorneys’fees incurred in connection with: (A) the formation and continued existence of Landlord, (B)any loans to Landlord relating to the Property, and (C) tenant leases, including, withoutlimitation, negotiations with prospective tenants or enforcement actions against any tenant,and any other extraordinary attorneys fees not incurred in the ordinary course; marketingcosts; the cost of capital expenditures, i.e., expenditures which in accordance withgenerally accepted accounting principles are not fully chargeable as a current expense inthe year the expenditure is incurred (“Capital Expenditures”) except for the cost ofresurfacing the parking areas, driveways and sidewalks on the Property but not more thanonce every six (6) years; and except as provided below; depreciation or amortization chargesattributable to Capital Expenditures; interest and principal payments on mortgages; realestate brokerage and leasing commissions; and any other expenditures for which Landlord hasbeen reimbursed other than hereunder. Notwithstanding the foregoing, the cost of anyCapital Expenditures to the Property made after the date of this Lease which are intended toreduce Operating Expenses or which are required under any laws, statutes, codes, ordinances,or governmental rules, regulations or requirements, or judicial or administrative rules,orders or decrees (collectively, “Laws”) which were not applicable to the Property at thetime it was constructed, amortized in accordance with generally accepted accountingprinciples, together with interest on the unamortized cost of any such improvements (at theprevailing construction loan rate available to Landlord on the date the cost of suchimprovements was incurred) shall be included in Operating Expenses. The cost of any CapitalExpenditures made in connection with resurfacing the parking areas, driveways and sidewalkson the Property shall also be similarly amortized
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over the useful life thereof, with interest, as provided in the immediately precedingsentence, and included in Operating Expenses.     **5.2****Tax Amount****.**Tenant shall pay to Landlord as Rent, in addition to the Base Rentand the Operating Expense Amount (as defined below), the Taxes (the “Tax Amount”). Tenant shallpay to Landlord the Tax Amount with respect to each Calendar Year in monthly installments, at thesame time and place as Base Rent is to be paid, in an amount estimated from time to time byLandlord by a written notice to Tenant (the “Estimated Tax Payments”). Landlord shall deliver toTenant as soon as practical after the close of each Calendar Year (including the Calendar Year inwhich this Lease terminates) a statement showing the amount of the Taxes for such Calendar Year.Tenant hereby acknowledges that Landlord will not be able to deliver such statement until Landlordreceives the real estate tax bills for each Calendar Year, which bills arc currently received six(6) to nine (9) months after the end of each Calendar Year. If the Estimated Tax Payments paid byTenant during any Calendar Year are less than the Tax Amount for such Calendar Year, Tenant shallpay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt ofsuch statement. If the Estimated Tax Payments paid by Tenant during any Calendar Year exceed theTax Amount due from Tenant for such Calendar Year, such excess shall be credited against paymentsnext due hereunder. If no such payments are next due, such excess shall be refunded by Landlord.     (a) Tenant may contest any Taxes in respect of the Property and attempt to obtain areduction in the assessed valuation of the Property or otherwise for the purpose of reducingthe same, however, Tenant agrees that Landlord shall have the right to join in suchproceeding with Tenant. Landlord shall cooperate with Tenant and execute any document whichmay be reasonably necessary and proper for any proceeding in connection with the reductionof Taxes. If a tax reduction is obtained, there shall be a reduction in the Tax Amount duefor the respective Calendar Year and any excess payments by Tenant in respect of the TaxAmount, to the extent of Tenant’s proportionate share of such refund, shall be refunded byLandlord, without interest, to Tenant as the refunds to which Landlord is entitled from ataxing authority with respect to such Calendar Year have been received by Landlord.Expenses incurred by Tenant shall be deducted from any tax reduction obtained.     (b) Tenant shall not be liable for increases in Taxes attributable to additionalimprovements to the Property that are constructed in a Calendar Year included within theTerm unless the additional improvements are reasonably approved, in advance, by Tenant,unless such improvements are required by law or governmental authority.     (c) The monthly impounds required hereunder for Taxes paid by Tenant shall only be usedby Landlord to pay Taxes accruing commencing with the Rent Commencement Date. Landlordshall not be required to deposit the monthly impounds for Taxes paid by Tenant in asegregated account but Landlord shall provide Tenant as of the end of each Calendar Yearwith a yearly accounting showing the beginning and ending balance of the aggregate impoundspaid by Tenant and the Taxes paid therefrom for the Property paid by Landlord.
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     **5.3****Operating Expense Amount****.**Tenant shall pay to Landlord as Rent, in addition tothe Base Rent and the Tax Amount, an amount (the “Operating Expense Amount”) equal to the OperatingExpenses. Tenant shall pay to Landlord the Operating Expense Amount with respect to each CalendarYear in monthly installments, at the same time and place as Base Rent is to be paid, in an amountreasonably estimated from time to time by Landlord by a written notice to Tenant (the “EstimatedOperating Expense Payments”). Landlord shall deliver to Tenant as soon as practical after theclose of each Calendar Year (including the Calendar Year in which this Lease terminates) astatement showing the amount of the Operating Expenses for such Calendar Year and the OperatingExpense Amount. If the Estimated Operating Expense Payments paid by Tenant during any CalendarYear are less than the Operating Expense Amount for such Calendar Year, Tenant shall pay anydeficiency to Landlord as shown by such statement within thirty (30) days after receipt of suchstatement. If the Estimated Operating Expense Payments paid by Tenant during any Calendar Yearexceed the Operating Expense Amount due from Tenant for such Calendar Year, such excess shall becredited against payments next due hereunder. If no such payments are next due, such excess shallbe refunded by Landlord. Landlord’s failure to deliver an annual statement of the OperatingExpenses for any Calendar Year shall not constitute a waiver or release of, or relieve Tenant from,its obligations under this Subsection.     **5.4****Tenant’s Audit Right****.**During the 270-day period immediately following Landlord’sdelivery of any annual statement relating to Operating Expenses, Tenant shall have the right toinspect Landlord’s accounting records relating thereto (as applicable to the statement delivered)at Landlord’s or its agent’s office, upon reasonable prior notice. Unless Tenant shall takewritten exception to any item in any such statement within said 270-day period, such statementshall be considered as final and accepted by Tenant. Any payment due to Landlord or credit orpayment due to “Tenant as shown on any such statement shall be paid or applied in the manner andwithin the time periods described in Section 5.3 above, whether or not written exception istaken thereto, provided that such payment or application shall be without prejudice to any suchwritten exception. If Tenant makes such timely written exception, a certification as to the properamount of the Operating Expense Amount shall be made by an independent accountant reasonablyacceptable to both parties, which shall be final and conclusive. Tenant shall pay the accountant’sfees in connection with such audit and certification unless it is determined that Landlord’soriginal determination of the Operating Expense Amount was overstated by more than four percent(4%), in which case, Landlord shall pay such accountant’s fees.     **5.5****Survival****.**Without limiting any other obligations of Tenant which shall survivethe expiration of the Term or a termination of Tenant’s right of possession, the obligations ofTenant to pay the Additional Rent provided for in this Section 5 shall survive theexpiration of the Term or a termination of Tenant’s right of possession.     **6. ****SERVICES****.**As long as Tenant is not in default under this Lease, after expirationof any applicable grace or cure period, if any, Landlord shall furnish the following services, andthe cost thereof shall be deemed Operating Expenses:     (a) Repairs and maintenance (and if necessary, replacements) of heating,ventilating and air conditioning systems (the “HVAC Systems”) providing service to the 
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Premises. Notwithstanding anything contained herein to the contrary, if anyrepairs, maintenance or replacements are necessitated by the negligent act or omission ofTenant, its agents, servants or employees, then the cost thereof shall be billed directly toTenant, and Tenant shall pay Landlord therefor within fifteen (15) days after receiving suchbill. Such HVAC Systems shall at all times be operable by Tenant.     (b) Domestic water and refuse disposal service. In the event that Tenant usesor requires a materially greater amount of water or refuse disposal service than the usualand ordinary office use of either of such services, then Landlord may bill Tenant for theadditional cost of such increased use and Tenant shall pay Landlord therefor within thirty(30) days after receiving such bill.     (c) Exterior window washing of all windows in the Premises, weather permitting, atintervals to be reasonably determined by Landlord, but not less than three (3) times withina Calendar Year.     Landlord shall arrange with the public utility companies providing the Building withelectricity and natural gas service and telephone, for the supply of such services to the Premises.Tenant shall pay the public utility companies and/or municipality directly for any servicesprovided to the Premises. Tenant shall bear the cost of maintaining light fixtures and replacingbulbs, tubes, and ballasts in the Premises. Tenant shall be responsible, at Tenant’s cost, forextending and distributing Tenant’s telephone lines throughout the Building.     Landlord shall not be obligated to provide any services other than those expressly set forthabove in this Section. Landlord does not warrant that any of the services mentioned above will befree from interruptions caused by repairs, improvements or alterations of equipment, or by war,insurrection, civil commotion, acts of God or governmental action, strikes, lockouts, picketing,whether legal or illegal, accidents, inability of Landlord to obtain fuel or supplies, or any othercause or causes beyond Landlord’s reasonable control. Any interruption of service attributable toa cause beyond Landlord’s reasonable control shall not be deemed an eviction (actual orconstructive) or a disturbance of Tenant’s use and possession of the Premises or any part thereof,and shall not render Landlord liable to Tenant for damages or relieve Tenant from performance ofTenant’s obligations under this Lease. Tenant shall have the right of access to the Premisestwenty four (24) hours per day, seven (7) days per week during the Term of this Lease.     **7. ****SECURITY DEPOSIT****. INTENTIONALLY DELETED**     **8. ****USE****.**Tenant shall use and occupy the Premises for general office purposes and forno other purpose, unless otherwise expressly consented to in writing by Landlord, which consentshall not be unreasonably withheld, conditioned or delayed. Tenant shall not use or occupy thePremises, or permit the Premises to be used or occupied contrary to or in violation of any Laws orany covenant, condition or restriction of record, or in any manner which would: (i) causestructural injury to the Building; (ii) invalidate any insurance policy affecting the Building;(iii) increase the amount of premiums for any insurance policy affecting the Building; (iv) affectany certificate of occupancy affecting the Building; (v) be dangerous to persons or property; or(vi) create a nuisance, or disturb any other occupant of the Building;
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     **9. ****CONDITION OF PREMISES****.**Subject to the completion of any items set forth on thepunch list to be prepared under Section 4 of the Work Letter, Landlord represents andwarrants to Tenant to the best of its actual knowledge, that the Premises will be in good, cleanand sanitary order and good repair and in first class condition and at the Commencement Date willbe free from defects in materials and workmanship other than latent defects in the TenantImprovements or the Building of which Landlord is notified within one (1) year after theCommencement Date. If within one (1) year after the Commencement Date, Landlord receives writtennotice of any latent defects in the Tenant Improvements or the Building, Landlord shall, as soon asis commercially reasonable, at its sole cost and expense, correct any such latent defectsidentified in such written notice. No promise of Landlord to alter, remodel or improve theBuilding and no representation respecting the condition of the Building has been made by Landlordto Tenant other than as may be contained herein or in the Work Letter.     **10. ****EARLY POSSESSION****.**If Tenant takes possession of all or any part of the Premisesprior to the Commencement Date, all of the covenants and conditions of this Lease shall be bindingupon the parties hereto the same as if the Commencement Date had been fixed as of the date whenTenant took such possession, and Tenant shall pay to Landlord as Rent for the period prior to theCommencement Date, a proportionate amount of the Rent as set forth in this Lease based upon theportion of the Premises of which Tenant has taken possession.     **11. ****ASSIGNMENT AND SUBLETTING****.**     **11.1****Prohibitions****.**Subject to the provisions contained in Section 11.5hereof, Tenant shall not, without the prior written consent of Landlord: (a) assign this Lease orany possessory interest hereunder other than to an Affiliate (as defined below); (b) permit anyassignment of Tenant’s interest herein by operation of law or otherwise; (c) sublet the Premises orany part thereof other than to an Affiliate; or (d) permit the use of the Premises by any partiesother than Tenant, its agents and employees. Any assignment to an Affiliate or Landlord’s consentto any assignment, subletting or transfer, or Landlord’s election to accept any assignee, sublesseeor transferee as Tenant hereunder, shall not release the original Tenant from any covenant orobligation under this Lease. Landlord’s consent to any assignment or subletting shall notconstitute a waiver of Landlord’s right to consent to any future assignment or subletting. Forpurposes of this Lease, an “Affiliate” shall mean any person or entity controlling, controlled byor under common control with Tenant. For purposes hereof, “control” shall mean the ownership ofnot less than fifty-one percent (51%) of the economic ownership interests in an entity, along withthe power to control the management and policy-making decisions of such entity. In the case of anyassignment permitted hereunder (whether to an Affiliate or otherwise), the assignee shall assume inwriting and agree to keep and perform all of the terms of this Lease on the part of Tenant to bekept and performed, and prior to the effective date of any such assignment, Landlord shall receivea fully-executed original of such assignment and assumption agreement, in form and substancereasonably acceptable to Landlord.     **11.2****Notice to Landlord****.**Tenant shall give Landlord written notice of any proposedsublease or assignment at least thirty (30) (ten (10) business days if to an Affiliate) days priorto the effective date of such proposed sublease or assignment. Such notice shall contain the nameof the proposed sublessee or assignee, a copy of the proposed sublease or assignment document, adescription of the intended use of the Premises by the proposed sublessee or assignee, and such
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other information as Landlord may reasonably request to evaluate the character, reputation andcredit worthiness of the proposed assignee or sublessee.     **11.3****Receipts****.**Without limitation of any other provision hereof, should Tenant assignthis Lease or sublet the Property to an Affiliate or to a person or entity otherwise requiring theconsent of Landlord, Tenant shall have the right to one hundred percent (100%) of the receiptsderived by Tenant from time to time attributable to the assignment or sublease.     **11.4****Transfer of Ownership Interests in Tenant****.**If Tenant is a partnership or acorporation whose partnership interests or stock are not publicly traded, any event or transactionor series of events or transactions resulting in a transfer of control of Tenant shall be deemed tobe a voluntary assignment of this Lease by Tenant and shall be subject to the provisions of thisSection 11 provided, however, that the transfer of ownership interests among the currentowners of Tenant shall be excluded herefrom, provided, further, however, that the commercial creditof Tenant as reasonably determined by Landlord in accordance with its practices then utilized fortenants similarly situated is not materially and adversely impacted. For purposes of thisSection 11.4 the term “control” means the ownership of not less than fifty-one percent(51.0%) of the economic interests in an entity, along with the power to control the management andpolicy-making decisions of such entity. Prior to the transfer of ownership interests in Tenantwhich results in the transfer of control by Tenant, Tenant shall provide Landlord ten (10) businessdays prior written notice of all proposed transfers and Landlord’s consent to such transfer whererequired shall not be unreasonably withheld, conditioned or delayed, provided, however, if Landlordfails to respond to any request by Tenant for Landlord’s consent within five (5) days of Tenantfurnishing the information required by Section 11.2 hereof to Landlord, the consent ofLandlord shall be presumed to be given.     **11.5****Consent****.**Consent by Landlord to the assignment, subletting or use of thePremises by any party other than Tenant which is required pursuant to the provisions contained inSection 11.1 hereof shall not be unreasonably withheld, conditioned or delayed, provided,however, if Landlord fails to respond to any request by Tenant for Landlord’s consent within ten(10) business days of Tenant furnishing the information required by Section 11.2 hereof toLandlord, the consent of Landlord shall be presumed to be given. Landlord’s review and consentwhen required shall be premised upon, among other things, the assignee’s or subtenant’s (a)intended use of the Premises, (b) financial condition and projections, (c) its reputation in itsindustry, and (d) its business experience.     **11.6****Landlord’s Costs****.**Tenant shall pay to Landlord as Additional Rent hereunder allreasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) paid orincurred by Landlord in connection with any proposed assignment or subletting hereunder, regardlessof whether Landlord withholds or grants its consent to such assignment or subletting.     **11.7****Tenant Financing****.**Tenant shall have the absolute right from time to time duringthe Term and without Landlord’s consent, written or otherwise, to grant a mortgage or othersecurity interest in Tenant’s interest in this Lease in connection with any financing required byit in the operation of its business. In the event Tenant grants a security in Tenant’s interest inthis Lease, Tenant shall provide Landlord with written notice thereof. Landlord agrees to executesuch confirmation certificates and other documents as Tenant’s lenders may reasonably request
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in connection with any such financing. In no event shall Tenant’s hypothecation of itsinterest in this Lease serve as to cancel this Lease or Tenant’s obligations under this Lease. Anyand all of Tenant’s lenders shall be subject to the terms and conditions of this Lease. Tenant’slenders shall be subject to any and all prior, current and future rights, obligations, duties anddefaults of Tenant under this Lease upon any foreclosure of the mortgage, deed in lieu offoreclosure or other security interest in Tenant’s interest in this Lease.     **12. ****REPAIRS AND ALTERATIONS****.**     **12.1****Tenant’s Repair Obligations****.**Tenant will, at its own expense, keep the Premisesin good condition and repair during the Term, and Tenant shall promptly and adequately repair alldamage to the Premises and replace or repair all damaged or broken glass, fixtures, equipment,improvements and appurtenances, within any reasonable period of time specified by Landlord;provided, however, that Tenant shall not be obligated to repair or replace the StructuralComponents or the HVAC Systems servicing the Premises; such items being the sole responsibility ofLandlord. If Tenant does not fulfill its obligations under this Section 12.1, Landlordmay, but need not, make such repairs and replacements, and Tenant shall pay Landlord the costthereof, plus an additional eight percent (8%) to cover Landlord’s overhead and related expenses,forthwith upon being billed for same. Landlord may enter the Premises at all reasonable times tomake such repairs and replacements and any other repairs, alterations, improvements and additionsto the Premises or to the Building or to any equipment located in the Building. Notwithstandinganything contained herein to the contrary, if any damage to the Premises or the Property or to anyequipment thereon or appurtenance thereto results from any act, omission or neglect of Tenant or ofTenant’s contractors, agents or employees, Landlord may, at Landlord’s option, repair such damageand Tenant shall, upon demand by Landlord, reimburse Landlord forthwith for the total cost of suchrepairs, plus an additional eight percent (8%) to cover Landlord’s overhead and related expenses.     **12.2****Prohibition on Alterations****.**Tenant shall not, without the prior written consentof Landlord, make any alterations, improvements or additions (collectively, “Alterations”) to thePremises, which: (i) affects Structural Components of the Building; (ii) affects any HVAC Systems,utility or mechanical systems or equipment in the Building; (iii) is visible from outside of thePremises; (iv) costs more than $20,000.00 to complete (including all labor and material costs); or(iv) requires a building permit to perform. Except as provided in the immediately precedingsentence, Tenant may perform Alterations without Landlord’s consent. Landlord shall notunreasonably withhold, condition or delay its consent to any Alterations when otherwise requiredhereunder. Landlord’s consent to any Alterations when otherwise required hereunder (including,without limitation, Landlord’s approval of Tenant’s plans, specifications or working drawingstherefor), shall impose no responsibility or liability on Landlord with respect to thecompleteness, or design sufficiency thereof or the compliance thereof with all applicable Laws.     **12.3****Performance of Alterations****.**The work necessary to make any Alterations requiringLandlord’s consent pursuant to the provisions contained in Section 12.2 hereof (“MajorAlterations”) shall be performed by employees or contractors of Landlord, or, with Landlord’s priorwritten consent, by contractors employed by Tenant and reasonably approved by Landlord. If MajorAlterations, are with Landlord consent performed by Tenant’s employees or contractors Tenant shalldeliver to Landlord, for its review and approval prior to commencing any such
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Major Alterations, copies of all contracts and subcontracts related to such Major Alterations,and plans, working drawings and specifications necessary to perform such work. Major Alterationsshall be performed subject to any conditions reasonable under the circumstances as Landlord mayimpose, including, without limitation, furnishing Landlord with security for the payment of allcosts to be incurred in connection with such Alterations and insurance against liabilities whichmay arise therefrom, as reasonably determined by Landlord. All Alterations performed by Tenant orits contractors shall be done in a workmanlike manner using only good grades of materials and shallcomply with all insurance requirements and all Laws. Tenant shall permit Landlord to review andinspect all Alterations during construction. Tenant shall promptly pay to Tenant’s contractors,when due, the cost of all work and of all decorating required in connection with any Alterations,and all supervising fees, and upon completion of the Alterations, Tenant shall deliver to Landlordevidence of payment and full and final waivers of all liens for labor, services or materials.Except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shallindemnify, defend and hold Landlord and its partners and their respective officers, shareholders,directors, partners, agents and employees (collectively, the “Landlord Parties”) harmless from allclaims, causes of action, liabilities, losses, costs, damages, liens and expenses related to anyAlterations performed by Tenant’s employees or contractors. Tenant shall pay to Landlord allreasonable costs and expenses incurred by Landlord for Landlord’s review and approval of any MajorAlterations performed by Tenant’s employees or contractors in accordance with this Section12.3.     **12.4****Emergency Repairs to Structural Components****.**In the event any defect in ordisrepair of the Structural Components or HVAC Systems causes imminent danger to the business,employees or invitees of Tenant or subject the Tenant Improvements or other Tenant property toimminent harm, and provided that Landlord does not correct such deficiencies or cause such repairsafter reasonable attempts to notify Landlord or Landlord’s property manager thereof (if theemergency allows time for such notice) in a manner consistent with limiting such exposure toTenant, then, in such event, Tenant may correct the defects in or make the repairs to theStructural Components or HVAC Systems and Landlord shall pay Tenant the cost thereof within fifteen(15) days after receiving the invoice therefor.     **13. ****CERTAIN RIGHTS RESERVED BY LANDLORD****.**Landlord shall have the following rights,exercisable without notice (except as expressly provided below in this Section) and withoutliability to Tenant for damage or injury to property, person or business, and without effecting aneviction, construction or actual, or disturbance of Tenant’s use or possession of the Premises orgiving rise to any claim for set-off or abatement of Rent:     (a) To change the street address of the Building; provided, however, that if the streetaddress of the Building is changed and such change is not required by a governmental body orauthority (including, without limitation, the City of Waukegan or the United States PostalService), Landlord shall reimburse Tenant for all reasonable, out-of-pocket expensesincurred by Tenant in changing Tenant’s stationary and marketing materials and providingproper notification thereof in the ordinary course, to the extent reasonably required as aresult of such address change;     (b) To reasonably approve, prior to installation, window shades, blinds, drapes,awnings, window ventilators and other similar equipment and lighting which are
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visible from the exterior of the Premises as being compatible with those used bybuildings similarly situated;     (c) To show the Premises to prospective tenants at reasonable hours during the lastnine (9) months of the Term (but not after a Renewal Option is exercised for a Renewal Term)and, if vacated during such year, to prepare the Premises for re-occupancy, and to show thePremises to prospective purchasers and lenders of the Building at reasonable hours uponreasonable prior verbal notice at any time during the Term;     (d) To retain at all times, and to use in appropriate emergency instances, keys to alldoors within and into the Premises. No locks shall be changed without the prior writtenconsent of Landlord;     (e) To decorate or to make repairs, alterations, additions or improvements, whetherstructural or otherwise, in and about the Property or the Building, or any part of anythereof, and for such purposes to enter upon the Premises upon reasonable prior verbalnotice (except in an emergency, in which case no notice shall be necessary), and, during thecontinuance of any such work, to temporarily close roads, drives, doors, entryways, publicspace and corridors in the Property or the Building, and to interrupt or suspend temporarilyBuilding services and facilities, all without abatement of Rent or affecting any of Tenant’sobligations hereunder, so long as the Premises are reasonably accessible and such suspensionor interruption or the length thereof does not materially affect the conduct of Tenant’sbusiness. If the Premises or any material portion thereof is not reasonably accessible orsuch work materially affects Tenant’s business as a result of Landlord’s exercise of itsrights under this subsection, and the length of such suspension or interruption is of atemporary nature for a reasonable period of time under the circumstances, as Tenant’s soleand exclusive remedy on account thereof, Rent shall abate on a per diem basis for each daythe Premises, or such material portion thereof, is not reasonably accessible or Tenant’sbusiness is materially affected; provided, however, that if only a material portion of thePremises is not reasonably accessible, the per diem abatement of Rent shall be equitablydetermined, which in most cases would be in an amount bearing the same ratio to the totalamount of per diem Rent as the inaccessible portion of the Premises bears to the entirePremises;     (f) To have and retain a paramount title to the Premises free and clear of any act ofTenant purporting to burden or encumber it;     (g) To prohibit the placing of vending or dispensing machines of any kind in or aboutthe Premises, except for vending or dispensing machines for the sole use of Tenant, itsemployees and invitees.     **14. ****COVENANT AGAINST LIENS****.**Tenant covenants and agrees not to suffer or permit anylien of mechanics or materialmen to be placed against the Property, the Building or the Premises,and in the case of any such lien attaching, to pay off and remove or bond over any such lien toLandlord’s satisfaction within fifteen (15) days after receiving notice thereof. If any such lienattaches, and Tenant fails to remove or bond over such lien within said fifteen (15) day
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period, Landlord may, but shall not be obligated to, pay the amount necessary to remove suchlien without being responsible for making an investigation as to the validity or accuracy thereof,and the amount so paid, together with all costs and expenses (including, without limitation,reasonable attorneys’ fees) incurred by Landlord in connection therewith, shall be deemedAdditional Rent hereunder, payable within fifteen (15) days after notification thereof to Tenant.Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever,whether created by act of Tenant, operation of law or otherwise, to attach to or be placed uponLandlord’s title or interest in the Property, the Building or the Premises, and any and all liensand encumbrances created by Tenant shall attach to Tenant’s interest only.     **15. ****WAIVERS AND INDEMNITIES****.**     **15.1****Tenant’s Waiver****.**Except to the extent caused by Landlord’s or Landlord’sParties’ negligence or willful misconduct or its failure to comply with its obligations hereunder,Tenant waives all claims it may have against the Landlord or Landlord Parties for any damage eitherto person or property or loss of business due to the Property, the Premises or any part of anythereof or any appurtenances thereto or improvements thereon not being in good condition orbecoming out of repair, or due to the happening of any accident in or about the Property or thePremises or due to any act or neglect of Tenant, its officers, directors, employees, agents orinvitees. This provision shall apply particularly (but not exclusively) to damage caused by water,snow, frost, steam, sewage, gas, faucets and plumbing fixtures. Landlord further agrees that allTenants’ property upon the Premises or the Property shall be there at the risk of Tenant only andthat Landlord shall not be liable for any damage thereto or theft thereof, unless such loss wascaused by Landlord’s or Landlord’s Parties’ negligence or willful misconduct or by the failure ofthe Landlord to fulfill its obligations hereunder.     **15.2****Tenant’s Indemnification****.**Subject to Section 18.1 hereof, Tenant herebyagrees to indemnify, defend and hold harmless the Landlord Parties from and against any claims orliability for damage to person or property (or for loss or misappropriation of property) occurringin or on the Property or the Premises, arising from any breach or default on the part of Tenantunder this Lease, or from any negligent act or omission of Tenant or any employee, agent, servant,invitee or contractor of Tenant, or from Tenant’s operations or activities on or use of theProperty or the Premises, and from any cost relating thereto (including, without limitation,reasonable attorneys’ fees).     **15.3****Landlord’s Waiver****.**Except to the extent caused by the negligence or willfulmisconduct of Tenant or its agents, contractors or employees, or a breach or default by Tenant ofits obligations hereunder, Landlord waives all claims it may have against Tenant for any damageeither to person or property or loss of business due to the Property, the Premises or any partthereof or any appurtenance thereto or improvements thereon not being in good condition or becomingout of repair, or due to the happening of any accident in or about the Property or the Premises.     **15.4****Landlord’s Indemnification****.**Subject to Section 18.1 hereof, Landlordhereby agrees to indemnify, defend and hold harmless Tenant, its shareholders, officers, directors,employees and agents from and against any claims or liability brought against or imposed uponTenant for damage to person or property (or for loss or misappropriation of property) occurring
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in or on the Property or the Premises, arising from any breach or default on the part ofLandlord under this Lease, or from any negligent act or omission of Landlord or any employee,agent, servant, or contractor of Landlord, and from any cost relating thereto (including, withoutlimitation, reasonable attorneys’ fees).     **15.5****No Implicit Waivers****.**No waiver of any condition expressed in this Lease shall beimplied by any neglect of Landlord to enforce any remedy on account of the violation of suchcondition if such violation be continued or repeated subsequently, and no express waiver shallaffect any condition other than the one specified in such waiver and that one only for the time andin the manner specifically stated. Absent a written agreement to the contrary, no receipt ofmoneys by Landlord from Tenant after the termination in any way of the Term or of Tenant’s right ofpossession hereunder or after the giving of any notice shall reinstate, continue or extend the Termor affect any notice given to Tenant prior to the receipt of such moneys, it being agreed thatafter the service of notice of the commencement of a suit or after final judgment for possession ofthe Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall notwaive or affect said notice, suit or judgment absent a written agreement to the contrary.     **16. ****DEFAULTS AND LANDLORD’S REMEDIES****.**     **16.1****Defaults****.**It shall be a default under this Lease if: (i) Tenant fails to pay,when due, Rent or any installment thereof or any other sum required to be paid by Tenant under thisLease, and such failure continues for more than ten (10) days; (ii) Tenant fails to observe orperform any of the other covenants, conditions or obligations which Tenant is required to observeor perform under this Lease, and such failure continues for more than thirty (30) days after noticethereof to Tenant (unless such failure shall give rise to a hazardous condition requiring animmediate cure, in which case, no notice is necessary and no cure period shall be allowed);provided, however, that Landlord shall not be entitled to exercise its remedies on account of anydefault described in this clause (ii) if (a) such default cannot reasonably be cured within thirty(30) days, (b) Tenant commences to cure such default within said thirty (30) day period andthereafter diligently and continuously proceeds with such cure, and (c) Tenant cures such defaultwithin a reasonable period of time not to exceed seventy-five (75) days after Landlord’s notice ofsuch default; (iii) the interest of Tenant in this Lease is levied on under execution or otherlegal process; (iv) an Event of Bankruptcy (as defined below) occurs; or (v) Tenant dissolves orceases to exist. For purposes of this Lease, “Events of Bankruptcy” means the occurrence of anyone or more of the following events or circumstances:     (a) If Tenant shall file in any court a petition in bankruptcy or insolvency or forreorganization within the meaning of the Federal Bankruptcy Code, or for arrangement withinthe meaning of such Code (or for reorganization or arrangement under any future bankruptcyor reform act for the same or similar relief), or for the appointment of a receiver ortrustee of all or a portion of the property of Tenant, or     (b) If an involuntary petition shall be filed against Tenant, and such petition shallnot be vacated or withdrawn within sixty (60) days after the date of filing thereof, or     (c) If Tenant shall make an assignment for the benefit of creditors, or
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     (d) If Tenant shall be adjudicated a bankrupt or shall admit in writing an inability topay its debts as they become due, or     (e) If a receiver shall be appointed for the property of Tenant by order of court ofcompetent jurisdiction (except where such receiver shall be appointed in an involuntaryproceeding and be withdrawn within sixty (60) days from the date of his appointment).     **16.2****Landlord’s Remedies****.**Upon a default under this Lease, Landlord at its optionmay, without notice or demand of any kind to Tenant, exercise any one or more of the followingdescribed remedies in addition to all other rights and remedies provided at law or in equity:     (a) Landlord may terminate this Lease and the Term created hereby, in which eventLandlord may forthwith repossess the Premises by operation of law and be entitled to recoverforthwith as damages a sum of money equal to all Rent accrued and unpaid for the period upto and including the date of termination, plus as final and liquidated damages (and not as apenalty) Landlord’s reasonable estimate of the present value of (i) the amount of Rent thatwould be payable from the date of such termination through the balance of the scheduledTerm, less (ii) the fair rental value of the Premises for said period (taking intoconsideration the time to relet the Premises, and taking into consideration and reducingsaid fair rental value by, the reasonable cost of reletting and retrofitting the Premises),plus any other sum of money and damages owed by Tenant to Landlord, but reduced by anyamounts to be refunded by Landlord to Tenant under Sections 5.2 or 5.3hereof.     (b) Landlord may terminate Tenant’s right of possession and may repossess the Premisesby forcible entry or detainer suit, and without terminating this Lease, in which eventLandlord shall use its best efforts to relet the Premises, for such rent and upon such termsas shall be commercially reasonable under the circumstances. For the purpose of suchreletting, Landlord is authorized to decorate and make any reasonable repairs, changes,alterations or additions in or to the Premises that may be necessary or appropriate, andTenant shall, upon written demand, pay the cost thereof. If Landlord shall fail to reletthe Premises, or if the Premises are relet and a sufficient sum shall not be realized fromsuch reletting to pay all of the costs and expenses: (i) of such decoration, repairs,changes, alterations and additions, (ii) of such reletting (including, without limitation,all reasonable brokerage, advertising, and legal expenses), and (iii) the collection of theRent accruing therefrom, and to satisfy the Rent provided for in this Lease, then Tenantshall pay to Landlord as damages a sum equal to the amount of the Rent reserved in thisLease for such period or periods, or, if the Premises have been relet, Tenant shall satisfyand pay any such deficiency upon demand therefor from time to time as the same shallotherwise become due hereunder. Tenant agrees that Landlord may file suit to recover anysums failing due under the terms of this subsection (b) from time to time and that no suitor recovery of any portion due Landlord hereunder shall be any defense to any subsequentaction brought for any amount not theretofore reduced to judgment in favor of Landlord. Tothe extent required by law, Landlord agrees to mitigate its damages.
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If Tenant shall be in material default in any of its obligations hereunder at any time daring theTerm of the Lease, but not including any Renewal Term, then the Rent otherwise accruing during theFree Rent Period shall immediately become due and payable.     **17. ****SURRENDER OF POSSESSION****.**     **17.1****Condition of Premises****.**At the termination of this Lease by lapse of time orotherwise, or upon termination of Tenant’s right of possession without terminating this Lease,Tenant shall surrender possession of the Premises to Landlord and deliver all keys to the Premisesto Landlord, and shall return the Premises and all equipment and fixtures of Landlord to Landlordin as good condition as when Tenant originally took possession, ordinary wear, loss or damage byfire or other casualty not the fault of Tenant or insured casualty and damage resulting from theact of Landlord or any other of its employees and agents or other tenants of the Property excepted,failing which Landlord may restore the Premises and such equipment and fixtures to such conditionand Tenant shall pay the reasonable cost thereof to Landlord on demand. All Alterations, whethertemporary or permanent in character, made by Landlord or Tenant in or upon the Premises shallbecome Landlord’s property, and unless Landlord requests their removal, shall remain upon thePremises at the termination of this Lease by lapse of time or otherwise or upon a termination ofTenant’s right of possession, without compensation to Tenant, excepting, however, Tenant’s movableoffice furniture, trade fixtures, office equipment and special lighting fixtures, provided thatthey may be removed without permanent structural damage to the Building. If Tenant does not removesuch property upon the expiration or earlier termination of this Lease, or upon the termination ofTenant’s right of possession, at Landlord’s election Tenant shall be conclusively presumed to haveforever abandoned such property, and without accepting title thereto, Landlord may, at Tenant’sexpense, remove, store, destroy, discard or otherwise dispose of all or any part thereof withoutincurring liability to Tenant or to any other person, and Tenant shall pay Landlord upon demand theexpenses incurred in taking such actions. Tenant’s obligations under this Section 17.1shall survive the expiration or earlier termination of the Term or a termination of Tenant’s rightof possession.     **17.2****Holding Over****.**If Tenant retains possession of the Premises or any part thereofafter the termination of this Lease, whether by lapse of time or otherwise, or after a terminationof Tenant’s right of possession, then Landlord may, at Landlord’s sole election at any time afterthe termination of this Lease or Tenant’s right of possession, serve written notice on Tenant thatsuch holding over constitutes either: (i) the creation of a month-to-month tenancy upon each of theterms herein provided as may be applicable to such month-to-month tenancy, except that Tenant shallpay to Landlord Base Rent for each month or portion thereof in the amount set forth below, plus allAdditional Rent coming due during such period, or (ii) the creation of a tenancy at sufferance uponeach of the terms herein provided as may be applicable to such tenancy at sufferance, except thatTenant shall pay to Landlord a per diem rent equal to the per diem Base Rent set forth below, plusthe per diem amount of all Additional Rent. If no written notice is served by Landlord, then atenancy at sufferance with Rent as stated in (ii) above shall have been created. The provisions ofthis Section shall not operate as a waiver by Landlord of any right of re-entry herein provided.In addition to and not in limitation of all other remedies set forth in this Section, Tenant shallbe liable for all damages (consequential as well as direct) sustained by Landlord on account ofTenant’s holding over. Base Rent payable during any holding over shall be as follows:
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     (i) during the first sixty (60) days following the termination of this Lease or thetermination of Tenant’s right of possession, one hundred fifty percent (150%) of the BaseRent for the calendar month immediately preceding the termination date of this Lease or thetermination of Tenant’s right of possession; and     (ii) from and after the sixty-first (61st) day following the termination of this Leaseor the termination of Tenant’s right of possession, two hundred percent (200%) of the BaseRent for the calendar month immediately preceding the termination date of this Lease or thetermination of Tenant’s right of possession.     **18. ****INSURANCE****.**     **18.1****Liability Insurance****.**During the Lease Term, Tenant shall maintain a policy ofcommercial general liability insurance (sometimes known as broad form comprehensive generalliability insurance) insuring Tenant against liability for bodily injury, property damage(including loss of use of property) and personal injury arising out of the operation, use oroccupancy of the Property. Tenant shall name Landlord as an additional insured under such policy.The initial amount of such insurance shall be ONE MILLION DOLLARS ($1,000,000.00) per occurrence /THREE MILLION DOLLARS ($3,000,000.00) aggregate and shall be subject to periodic increases basedupon inflation, increased liability awards, recommendation of Landlord’s professional insuranceadvisers and other relevant factors provided that such increases are commercially reasonable andare approved by Tenant, which approval shall not be unreasonably withheld or delayed. Theliability insurance obtained by Tenant under this Section 18.1 shall (i) be primary andnon-contributing and (ii) contain cross-liability endorsements. The amount and coverage of suchinsurance shall not limit Tenant’s liability nor relieve Tenant of any other obligations under thisLease. Landlord may also obtain comprehensive public liability insurance in an amount and withcoverage determined by Landlord insuring Landlord against liability arising out of ownership,operation, use or occupancy of the Property. The policy obtained by Landlord shall not becontributory and shall not provide primary insurance.     **18.2****“All Risks” Insurance****.**During the Term, Tenant shall maintain a policy ofinsurance against “all risks” of physical loss for the full insurable replacement value of theinitial build-out of the Premises (including without limitation, the Tenant Improvements (asdefined in the Work Letter), and all Alterations, and of all furniture, trade fixtures, equipment,merchandise and all other items of Tenant’s property on the Premises.     **18.3****Worker’s Compensation Insurance****.**During the Term, Tenant shall maintain a policyof Worker’s Compensation Insurance in amounts required by the State of Illinois, includingVoluntary Compensation, Broad Form All States Endorsement.     **18.4****Automobile Liability Insurance****.**During the Term, Tenant shall maintain a policyof Automobile Liability Insurance with limits for bodily injury or personal injury to or death ofany person, or more than one (1) person, or for damage to property in an amount of not less than$1,000,000 combined single limit, including Employer’s Owned, Non-Owned and Hired Car coverage.
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     **18.5****Property and Rental Income Insurance****.**During the Term, Landlord shall maintainpolicies of insurance covering loss of or damage to the property in the full amount of itsreplacement value. Such policy shall contain an inflation Guard Endorsement and shall provideprotection against all perils included within the classification of fire, extended coverage,vandalism, malicious mischief, special extended perils (all risk), sprinkler leakage, boilercoverage and any other perils which Landlord deems reasonably necessary. Landlord shall have theright to obtain flood and earthquake insurance if required by any lender holding a securityinterest in the Property. Landlord shall not obtain insurance for Tenant’s fixtures or equipmentor building improvements installed by Tenant on the Property. During the Lease Term, Landlordshall also maintain a rental income insurance policy, with loss payable to Landlord, in an amountequal to one (1) year’s Base Rent, plus estimated real property taxes and insurance premiums.Tenant shall be liable for the payment of any deductible amount under Landlord’s or Tenant’sinsurance policies maintained pursuant to this Section 18 in amounts commerciallyreasonable for similarly situated properties. Tenant shall not do or permit anything to be donewhich invalidates any such insurance policies.     **18.6****Payment of Premiums****.**Tenant shall pay all premiums for the insurance policiesdescribed in Sections 18.1-18.5, inclusive, except Landlord shall pay all premiums fornon-primary comprehensive public liability insurance which Landlord elects to obtain as provided inSection 18.1. If insurance policies maintained by Landlord cover improvements on realproperty other than the Property, Landlord shall deliver to Tenant a statement of the premiumapplicable to the Property showing in reasonable detail how Tenant’s share of the premium wascomputed. If the Lease Term expires before the expiration of an insurance policy maintained byLandlord, Tenant shall be liable for Tenant’s prorated share of the insurance premiums. Before theCommencement Date, Tenant shall deliver to Landlord a copy of any policy of insurance which Tenantis required to maintain under this Section 18. At least thirty (30) days prior to theexpiration of any such policy, Tenant shall deliver to Landlord a renewal of such policy as analternative to providing a policy of insurance. Tenant shall have the right to provide Landlord acertificate of insurance, executed by an authorized officer of the insurance company, showing thatthe insurance which Tenant is required to maintain under this Section 18 is in full forceand effect and containing such other information which Landlord reasonably requires.     **18.7****General Insurance Provisions****.**     (i) Any insurance which Tenant is required to maintain under this Lease shall include(to the extent reasonably obtainable) a provision which requires the insurance carrier togive Landlord not less than thirty (30) days written notice prior to any cancellation ormodification of such coverage.     (ii) If Tenant fails to deliver a policy, certificate or renewal to Landlord requiredunder this Lease within the prescribed time period or if any such policy is canceled ormodified during the Lease Term without Landlord’s consent, Landlord may obtain suchinsurance, in which case Tenant shall reimburse Landlord for the cost of such insurancewithin fifteen (15) days after receipt of a reasonably documented statement that indicatesthe cost of such insurance.
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     (iii) Tenant shall maintain all insurance required under this Lease with companiesholding a “General Policy Rating” of A-12 or better, as set forth in the most current issueof “Best Key Rating Guide”. Landlord and Tenant acknowledge the insurance markets arerapidly changing and that insurance in the form and amounts described in this Section18 may not be available in the future. Tenant acknowledges that the insurance describedin this Section 18 is for the primary benefit of Landlord. If at any time duringthe Lease Term, Tenant is unable to maintain the insurance required under the Lease, Tenantshall nevertheless maintain insurance coverage which is customary and commerciallyreasonable in the insurance industry for Tenant’s type of business, as that coverage maychange from time to time. Landlord makes no representation as to the adequacy of suchinsurance to protect Landlord’s or Tenant’s interests. Therefore, Tenant shall obtain anysuch additional property or liability insurance which Tenant deems necessary to protectLandlord and Tenant.     (iv) Unless prohibited under any applicable insurance policies maintained, Landlord andTenant each hereby waive any and all rights of recovery against the other, or against theofficers, employees, agents or representatives of the other, and hereby release the otherfrom any and all liability for loss of or damage to its property or the property of othersunder its control, if such loss or damage is covered by any Insurance policy in force(whether or not described in this Lease), or required to be maintained by the terms of thisLease (whether or not in force), at the time of such loss or damage. Upon obtaining therequired policies of insurance, Landlord and Tenant shall give notice to the insurancecarriers of this mutual waiver of subrogation.     **19. ****FIRE OR CASUALTY****.**If the Premises is hereafter damaged, destroyed or renderedpartially untenable for its accustomed use, by fire or other casualty insured or which should havebeen insured under the coverage Landlord is obligated to carry pursuant to Article 18 ofthis Lease, then Landlord shall commence repair or replacement of the Premises soon as reasonablypracticable thereafter, but in any event within ninety (90) days after such casualty and, as soonas reasonably practicable after commencement of such repair, in any event within two hundred forty(240) days after commencement of such repair or replacement, restore the Premises to substantiallythe same condition in which the Premises was immediately prior to the occurrence of the casualty,exclusive of Tenant’s Alterations, furniture, fixtures and equipment, except as otherwise providedin this Article. From the date of such casualty until the Property is so repaired and restored,Rent and all other charges and items payable hereunder shall equitably abate based upon theinterference with Tenant’s business operations at the Property so long as damage is not caused bythe gross negligence or willful misconduct of Tenant, its agents, employees, officers, licensees orinvitees. Notwithstanding the foregoing, if fifty percent (50%) or more of the Premises (basedupon the cost to replace the Premises so damaged or destroyed as compared with the market value ofthe Premises immediately prior to such fire or other casualty, as shown by a certificate ofLandlord’s architect), is destroyed or rendered untenable by fire or other casualty during the lastLease Year of the Term or the last Lease Year of any Extension Term of this Lease, then, providedthat Tenant has not during such Lease Year exercised the option to extend the Term for an ExtensionTerm, Landlord or Tenant shall have the right to terminate this Lease effective as of the date ofthe casualty, by giving written notice of termination to the other within thirty (30) days of suchcasualty. If said notice of termination is given within this thirty (30) day period this Leaseshall terminate and Rent and all other charges
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shall abate as aforesaid from the date of such casualty, and Landlord shall promptly repay toTenant any Rent paid in advance which has not been earned as of the date of such casualty. If saidnotice is not given Landlord shall repair and replace the Property in the manner of aforesaid.Notwithstanding anything hereinabove contained to the contrary, the obligation to repair andrestore only applies to the Building and improvements made pursuant to the Tenant ImprovementAllowance, as referenced in the Work Letter, and shall not cover Tenant’s property.     **20. ****CONDEMNATION****.**If the whole or any part of the Building or any a portion of theparking area on the Land which would render the remaining parking area insufficient to comply withapplicable zoning shall be taken or condemned by any competent authority for any public use orpurpose the Term, at the option of either Landlord or Tenant by notice to the other within sixty(60) days of being notified of such condemnation, shall end upon the date when the possession ofthe part so taken shall be required for such use or purpose, and current Rent shall be apportionedas of the date of such termination. Tenant shall have no right to any apportionment of or share inany condemnation award or judgment for damages made for the taking of any part of the Premises orthe Property, but may seek its own award for loss of or damage to Tenant’s business or its propertyresulting from such taking or for relocation expenses. If both Landlord and Tenant elect not toterminate this Lease, Tenant shall remain in that portion of the Premises or Building which shallnot have been appropriated or taken, and Landlord agrees, at Landlord’s cost and expense, to, assoon as reasonably possible, restore the remaining portion of the Premises or Building to acomplete unit of like-quality and character as existed prior to such appropriation or taking, and,thereafter, all Rent and payment obligations of Tenant shall be adjusted on an equitable basis,taking into account the relative value of the portion taken and the portion remaining. Forpurposes hereof; a voluntary sale or conveyance in lieu of condemnation, but under threat ofcondemnation, shall be covered hereby.     **21. ****NOTICES****.**All notices to be given by one party to the other under this Lease shallbe in writing (except as expressly provided herein to the contrary), sent by overnight courier fornext business day delivery, hand delivered, or sent by confirmed facsimile transmission as follows:     (a) To Landlord: Panattoni Development Company, LLC    10255 W. Higgins, Suite 110    Rosemont, Illinois 60018    Attention: Michael Murphy    Fax: (847) 294-9610       with a copy to: Panattoni Law Finn    8413 Jackson Road, Suite C    Sacramento, California 93826    Attention: Joseph M. Bray    Fax: (916) 381-1109or to such other person or at such other address or to such other facsimiletelephone number designated by notice sent to Tenant.
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     (b) To Tenant: Coleman Cable, Inc.