exv10w35



 





EXHIBIT 10.35




LEASE




227 MONROE STREET, INC.,



a Delaware corporation,



Landlord




and




KR CALLAHAN & COMPANY, LLC,



an Illinois limited liability company,



Tenant




for




AT&T Corporate Center



227 West Monroe Street


Chicago, Illinois




May 8, 2006





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1

	 	BASIC LEASE PROVISIONS
	 	 	1	 
	ARTICLE 2

	 	PREMISES; TERM; RENT
	 	 	3	 
	ARTICLE 3

	 	USE AND OCCUPANCY
	 	 	4	 
	ARTICLE 4

	 	CONDITION OF THE PREMISES
	 	 	5	 
	ARTICLE 5

	 	ALTERATIONS	 	 	5	 
	ARTICLE 6

	 	REPAIRS
	 	 	7	 
	ARTICLE 7

	 	TAXES AND OPERATING EXPENSES
	 	 	8	 
	ARTICLE 8

	 	REQUIREMENTS OF LAW
	 	 	13	 
	ARTICLE 9

	 	SUBORDINATION
	 	 	14	 
	ARTICLE 10

	 	SERVICES
	 	 	16	 
	ARTICLE 11

	 	INSURANCE; PROPERTY LOSS OR DAMAGE
	 	 	19	 
	ARTICLE 12

	 	EMINENT DOMAIN
	 	 	23	 
	ARTICLE 13

	 	ASSIGNMENT AND SUBLETTING	 	 	24	 
	ARTICLE 14

	 	ACCESS TO PREMISES
	 	 	30	 
	ARTICLE 15

	 	DEFAULT
	 	 	31	 
	ARTICLE 16

	 	LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES
	 	 	35	 
	ARTICLE 17

	 	NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL
	 	 	36	 
	ARTICLE 18

	 	END OF TERM
	 	 	36	 
	ARTICLE 19

	 	QUIET ENJOYMENT
	 	 	37	 
	ARTICLE 20

	 	NO SURRENDER; NO WAIVER
	 	 	37	 
	ARTICLE 21

	 	WAIVER OF TRIAL BY JURY; COUNTERCLAIM
	 	 	37	 
	ARTICLE 22

	 	NOTICES
	 	 	38	 
	ARTICLE 23

	 	RULES AND REGULATIONS
	 	 	38	 
	ARTICLE 24

	 	BROKER
	 	 	38	 
	ARTICLE 25

	 	INDEMNITY
	 	 	39	 
	ARTICLE 26

	 	MISCELLANEOUS
	 	 	40	 
	ARTICLE 27

	 	LETTER OF CREDIT
	 	 	43	 
	ARTICLE 28

	 	RENEWAL OPTION
	 	 	47	 
	ARTICLE 29

	 	TENANT’S EARLY TERMINATION RIGHT
	 	 	48	 






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Schedule of Exhibits




	 	 	 
	Exhibit A

	 	Floor Plan
	 
	 	 
	Exhibit B

	 	Definitions
	 
	 	 
	Exhibit C

	 	Workletter
	 
	 	 
	Exhibit D

	 	Design Standards
	 
	 	 
	Exhibit E

	 	Cleaning Specifications
	 
	 	 
	Exhibit F

	 	Rules and Regulations
	 
	 	 
	Exhibit G

	 	Form of Letter of Credit
	 
	 	 
	Exhibit H

	 	Form of SNDA






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LEASE




     THIS LEASE is made as of the 8th day of May, 2006
(“Effective Date”), between 227 MONROE STREET, INC., a Delaware corporation
(“Landlord”), and KR CALLAHAN & COMPANY, LLC, an Illinois limited liability company
(“Tenant”).



     Landlord and Tenant hereby agree as follows:



ARTICLE 1




BASIC LEASE PROVISIONS




	 	 	 
	PREMISES
	 	A portion of the thirty-eighth
(38th)
floor of the Building known as Suite 3880, as more particularly shown on Exhibit A.
	 
	 	 
	BUILDING
	 	The   building,   fixtures,
equipment   and   other improvements   and appurtenances now located
or hereafter erected, located or placed upon the land known as
AT&T Corporate Center, 227 West Monroe Street, Chicago, Illinois.
	 
	 	 
	REAL PROPERTY
	 	The Building, together with the plot of land upon which it stands.
	 
	 	 
	COMPLEX
	 	Franklin Center, comprised of the
buildings known as the AT&T Corporate Center and the USG Building, as described in Exhibit B.
	 
	 	 
	DELIVERY DATE
	 	The date of execution and delivery
of this Lease by both Landlord and Tenant.
	 
	 	 
	COMMENCEMENT DATE
	 	The earlier of:   (i) the date on
which Tenant Substantially Completes the Initial Installations and (ii) August 1, 2006.
	 
	 	 
	EXPIRATION DATE
	 	The   last   day   of   the
120th
full   calendar month   following   the Commencement Date, or the
last day of any renewal or extended term, if the Term of this Lease is extended in accordance with any express provision hereof.
	 
	 	 
	TERM
	 	The period commencing on the
Commencement Date and ending on the Expiration Date.
	 
	 	 
	PERMITTED USES
	 	Executive and general offices.
	 
	 	 
	TENANT’S
PROPORTIONATE
SHARE
	 	0.2598%
	 
	 	 
	AGREED AREA OF BUILDING
	 	1,540,831 rentable square feet, as mutually agreed by Landlord and Tenant. The agreed area of
the Building and the agreed area of the Premises have both been
determined in accordance with the Standard Method for Measuring Floor
Area in Office Buildings, promulgated by BOMA, ANSI/BOMA Z65.1 1996.






 









 






	 	 	 
	AGREED AREA OF
	 	4,003 rentable square feet, as mutually agreed by Landlord and Tenant.
	PREMISES
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Annual Base	 	Monthly Base
	 	 	 	 	 	 	Lease Year	 	Net Rent	 	Rent	 	Rent
	FIXED RENT

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1	 	 	 	8/1/2006	 	 	$	25.44	 	 	$	101,836.32	 	 	$	8,486.36	 
	 
	 	 	2	 	 	 	8/1/2007	 	 	$	26.18	 	 	$	104,802.54	 	 	$	8,733.55	 
	 
	 	 	3	 	 	 	8/1/2008	 	 	$	26.94	 	 	$	107,855.53	 	 	$	8,987.96	 
	 
	 	 	4	 	 	 	8/1/2009	 	 	$	27.73	 	 	$	110,997.83	 	 	$	9,249.82	 
	 
	 	 	5	 	 	 	8/1/2010	 	 	$	28.54	 	 	$	114,232.07	 	 	$	9,519.34	 
	 
	 	 	6	 	 	 	8/1/2011	 	 	$	29.37	 	 	$	117,560.94	 	 	$	9,796.74	 
	 
	 	 	7	 	 	 	8/1/2012	 	 	$	30.22	 	 	$	120,987.22	 	 	$	10,082.27	 
	 
	 	 	8	 	 	 	8/1/2013	 	 	$	31.11	 	 	$	124,513.78	 	 	$	10,376.15	 
	 
	 	 	9	 	 	 	8/1/2014	 	 	$	32.01	 	 	$	128,143.56	 	 	$	10,678.63	 
	 
	 	 	10	 	 	 	8/1/2015	 	 	$	32.95	 	 	$	131,879.59	 	 	$	10,989.97	 






	 	 	 
	ADDITIONAL RENT
	 	All sums other than Fixed Rent
payable by Tenant to Landlord under this  Lease,   including
Tenant’s Tax  Payment, Tenant’s  Operating Payment, late
charges, overtime or excess service charges, damages, and interest
and other costs related to Tenant’s failure to perform any of
its obligations under this Lease.
	 
	 	 
	RENT
	 	Fixed Rent and Additional Rent, collectively.
	 
	 	 
	INTEREST RATE
	 	The lesser of (i) 4% per annum
above the then-current Base Rate, and (ii) the maximum rate permitted
by applicable Requirements.
	 
	 	 
	LETTER OF CREDIT
	 	$293,257.00, subject to reduction as set forth in Section 27.5.
	 
	 	 
	TENANT’S ADDRESS
FOR NOTICES
	 	Until Tenant commences business operations from the Premises:
	 
	 	 
	 
	 	KR Callahan & Company, LLC
	 
	 	43 Kennilworth Avenue
	 
	 	Kennilworth, IL 60043
	 
	 	Attn: Kevin Callahan
	 
	 	 
	 
	 	Thereafter:
	 
	 	 
	 
	 	KR Callahan & Company, LLC
	 
	 	227 West Monroe Street, Suite 3880
	 
	 	Chicago, Illinois 60661
	 
	 	Attn: Kevin Callahan
	 
	 	 
	 
	 	With a copy to:
	 
	 	 
	 
	 	McDermott Will & Emery LLP
	 
	 	227 West Monroe Street
	 
	 	Chicago, Illinois 60606
	 
	 	Attn: David De Yoe






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	LANDLORD’S ADDRESS
	 	227 Monroe Street, Inc.
	FOR NOTICES
	 	c/o Tishman Speyer Properties, L.P.
	 
	 	227 West Monroe Street
	 
	 	Office of the Building
	 
	 	Chicago, Illinois 60661
	 
	 	Attn: Property Manager
	 
	 	 
	 
	 	Copies to:
	 
	 	 
	 
	 	Tishman Speyer Properties, L.P.
	 
	 	45 Rockefeller Plaza
	 
	 	New York, New York 10111
	 
	 	Attn: Chief Legal Officer
	 
	 	 
	 
	 	and:
	 
	 	 
	 
	 	Tishman Speyer Properties, L.P.
	 
	 	45 Rockefeller Plaza
	 
	 	New York, New York 10111
	 
	 	Attn: Chief Financial Officer
	 
	 	 
	TENANT’S BROKER
	 	Bradford Allen Realty Services
	 
	 	 
	LANDLORD’S AGENT
	 	Tishman  Speyer Properties,  L.P.
or any other  person  or  entity designated at any time and from time
to time by Landlord as Landlord’s Agent.
	 
	 	 
	LANDLORD’S CONTRIBUTION
	 	$320,240.00






     All capitalized terms used in this Lease without definition are defined in Exhibit B.



ARTICLE 2




PREMISES; TERM; RENT




     Section 2.1 Lease of Premises. Subject to the terms of this Lease, Landlord leases
to Tenant and Tenant leases from Landlord the Premises for the Term. In addition,
Landlord grants to Tenant the right to use, on a non-exclusive basis and in common with
others, the Common Areas.



     Section 2.2 Commencement Date. Upon the Effective Date, the terms and provisions
hereof shall be fully binding on Landlord and Tenant prior to the occurrence of the
Commencement Date. The Term of this Lease shall commence on the Commencement Date. Unless
sooner terminated or extended as hereinafter provided, the Term shall end on the
Expiration Date. If Landlord does not tender possession of the Premises to Tenant on or
before the Delivery Date or any other particular date, for any reason whatsoever,
Landlord shall not be liable for any damage thereby, this Lease shall not be void or
voidable thereby, and the Term shall not commence until the Commencement Date.
Notwithstanding the foregoing, the Commencement Date shall be extended by one day for
each day delivery of the Premises is



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delayed
past the Delivery Date. In addition, if the Delivery Date does not occur on or before
November 1, 2006 then Tenant shall have the right to terminate this Lease effective upon
delivery or written notice thereof to Landlord on or before
December 1, 2006, provided
further, however, that Tenant shall not be entitled to so terminate this Lease if the
Delivery Date occurs subsequent to November 1, 2006 but prior to delivery of such notice by
Tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the
giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition
required by this Lease and available for Tenant’s occupancy. Except as otherwise provided herein,
no failure to tender possession of the Premises to Tenant on or before the Delivery Date shall
affect any other obligations of Tenant hereunder. There shall be no postponement of the
Commencement Date for any delay in the tender of possession to Tenant which results from any
Tenant Delay.




     Section 2.3 Payment of Rent.



          (a) Tenant shall pay to Landlord, without notice or demand, and without any set-off,
counterclaim, abatement or deduction whatsoever, except as may be expressly set forth in this
Lease, in lawful money of the United States by wire transfer of funds into any lockbox account or
accounts as designated by Landlord, (i) Fixed Rent in equal monthly installments, in advance, on
the first day of each month during the Term, commencing on the Commencement Date, and (ii)
Additional Rent, at the times and in the manner set forth in this Lease. Landlord shall provide
the information for such lockbox account(s) pursuant to instructions separate from this Lease.




          (b) Notwithstanding anything contained herein to the contrary, but provided no Event of
Default exists hereunder, Tenant’s obligations for Fixed Rent, Tenant’s Share of Operating
Expenses and Tenant’s Share of Taxes shall be abated for a period of ten (10) full calendar months
commencing on the Commencement Date (the “Free Rent Period”). In the event that an Event of
Default shall occur prior to or during the Free Rent Period, then any current abatement shall
immediately cease, any further abatement during the remainder of the Free Rent Period shall be
null and void and Tenant shall thereafter pay full Fixed Rent, Tenant’s Share of Operating
Expenses and Tenant’s Share of Taxes for the remainder of the Term. In the event the Lease
terminates or expires at any time prior to the expiration of the Free Rent Period, Tenant shall
have no claim to any payment of any unutilized abatement.




     Section 2.4 First Month’s Rent. Tenant shall pay one month’s Fixed Rent upon the execution of
this Lease (“Advance Rent”) which shall be credited towards the first month’s Fixed Rent payment.



ARTICLE 3




USE AND OCCUPANCY




     Tenant shall use and occupy the Premises for the Permitted Uses and for no other purpose.
Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in a
manner constituting a Prohibited Use. If Tenant uses the Premises for a purpose constituting a
Prohibited Use, violating any Requirement, or causing the Building or Complex to be in violation of
any Requirement, then Tenant shall promptly discontinue such use upon notice of such violation.
Tenant, at its expense, shall procure and at all times maintain and comply with the terms and
conditions of all licenses and permits required for the lawful conduct of the Permitted Uses in the
Premises.



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ARTICLE 4




CONDITION OF THE PREMISES




     Tenant has inspected the Premises and agrees (a) to accept possession of the Premises in
the condition existing on the Delivery Date “as is”, and (b) that except for Landlord’s
Contribution described in Exhibit C attached hereto, Landlord has no obligation to perform any
work, supply any materials, incur any expense or make any alterations or improvements to prepare
the Premises for Tenant’s occupancy. Any work to be performed by Tenant in connection with
Tenant’s initial occupancy of the Premises shall be hereinafter referred to as the “Initial
Installations”. Tenant’s occupancy of any part of the Premises shall be conclusive evidence, as
against Tenant, that Tenant has accepted possession of the Premises in its then current condition
and at the time such possession was taken, the Premises, the Building and Complex were in a good
and satisfactory condition as required by this Lease.



ARTICLE 5




ALTERATIONS




     Section 5.1 Tenant’s Alterations.



          (a) Tenant shall not make any alterations, additions or other physical changes in or about
the Premises (collectively, “Alterations”) without Landlord’s prior consent, which consent shall
not be unreasonably withheld if such Alterations (i) are non-structural and do not affect any
Building Systems, (ii) affect only the Premises and are not visible from outside of the Premises,
(iii) do not affect the certificate of occupancy issued for the Building, the Complex or the
Premises, and (iv) do not violate any Requirement. In addition,
Tenant shall have the right to
install, on notice to Landlord but without Landlord’s consent, a waterfall or fountain in the
reception area of the Premises which may be visible from the common corridors provided, however,
that Landlord’s reasonable prior approval will be required if such water feature will be
connected to a water supply. Notwithstanding the foregoing, Tenant shall have the right to make
decorative alterations, such as painting, wall coverings, and floor coverings (collectively,
“Decorative Alterations”) without first obtaining Landlord’s consent.




          (b) Plans and Specifications. Prior to making any Alterations, Tenant, at its expense, shall
(i) submit to Landlord for its approval, detailed plans and specifications (“Plans”) of each
proposed Alteration (other than Decorative Alterations), and with respect to any Alteration
affecting any Building System, evidence that the Alteration has been designed by, or reviewed and
approved by, Landlord’s designated engineer for the affected
Building System, (ii) obtain all
permits, approvals and certificates required by any Governmental
Authorities, (iii) furnish to
Landlord duplicate original policies or certificates of worker’s compensation (covering all
persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with
such Alteration), commercial general liability (including property damage coverage) and business
auto insurance and Builder’s Risk coverage (as described in Article 11) all in such form, with
such companies, for such periods and in such amounts as Landlord may reasonably require, naming
Landlord, Landlord’s Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish
to Landlord reasonably satisfactory evidence of Tenant’s ability to complete and to fully pay for
such Alterations (other than Decorative Alterations). Tenant shall give Landlord not less than 5
Business Days notice prior to performing any Decorative Alteration, which notice shall contain a
description of such Decorative Alteration.




5









 





          (c) Governmental Approvals. Tenant, at its expense, shall, as and when required,
promptly obtain certificates of partial and final approval of such Alterations required by any
Governmental Authority and shall furnish Landlord with copies thereof, together with
“as-built” Plans for such Alterations prepared on an AutoCAD Computer Assisted Drafting and
Design System (or such other system or medium as Landlord may accept), using naming conventions
issued by the American institute of Architects in June, 1990 (or such other naming conventions as
Landlord may accept) and magnetic computer media of such record drawings and specifications
translated in DFX format or another format acceptable to Landlord.




     Section 5.2
Manner and Quality of Alterations. All Alterations shall be performed (a) in a
good and workmanlike manner and free from defects, (b) substantially in accordance with the Plans,
and by contractors approved by Landlord, (c) in compliance with
all Requirements, the terms of this
Lease and all construction procedures and regulations then prescribed by Landlord, and (d) at
Tenant’s expense. All materials and equipment shall be of first quality and at least equal to the
applicable standards for the Building and Complex then established by Landlord, and no such
materials or equipment (other than Tenant’s Property) shall be subject to any lien or other
encumbrance. Upon completion of any Alterations hereunder, Tenant shall provide Landlord with
copies of all construction contracts, proof of payment for all labor and materials, and final
unconditional waivers of lien from all contractors, subcontractors, materialmen, suppliers and
others having lien rights with respect to such Alterations, in the form prescribed by Illinois
law.



     Section 5.3 Removal of Tenant’s Property. Tenant’s Properly shall remain the property of
Tenant and Tenant may remove the same at any time on or before the Expiration Date. On or prior to
the Expiration Date, Tenant shall, unless otherwise directed by Landlord, at Tenant’s expense,
remove any Specialty Alterations and close up any slab penetrations in the Premises. Tenant shall
repair and restore, in a good and workmanlike manner, any damage to the Premises, the Building or
Complex caused by Tenant’s removal of any Alterations or Tenant’s Property or by the closing of
any slab penetrations, and upon default thereof, Tenant shall reimburse Landlord for Landlord’s
cost of repairing and restoring such damage. Any Specialty Alterations or Tenant’s Property not so
removed shall be deemed abandoned and Landlord may retain or remove and dispose of same, and
repair and restore any damage caused thereby, at Tenant’s cost and without accountability to
Tenant. All other Alterations shall become Landlord’s property upon termination of this Lease.



     Section 5.4 Mechanic’s Liens. Tenant, at its expense, shall discharge any lien or charge
recorded or filed against the Real Property in connection with any work done or claimed to have
been done by or on behalf of, or materials furnished or claimed to have been furnished to, Tenant,
within 10 days after Tenant’s receipt of notice thereof by payment, filing the bond required by
law or otherwise in accordance with law.



     Section 5.5 Labor Relations. Tenant shall not employ, or permit the employment of, any
contractor, mechanic or laborer, or permit any materials to be delivered to or used in the Building
or Complex, if, in Landlord’s sole reasonable judgment, such employment, delivery or use will
interfere or cause any conflict with other contractors, mechanics or laborers engaged in the
construction, maintenance or operation of the Building or Complex by Landlord, Tenant or others. If
such interference or conflict occurs, upon Landlord’s request, Tenant shall cause all contractors,
mechanics or laborers causing such interference or conflict to leave the Building or Complex
immediately.



6









 





     Section 5.6 Tenant’s Costs. Tenant shall pay to Landlord, upon demand, all reasonable
out-of-pocket costs actually incurred by Landlord in connection with Tenant’s Alterations,
including costs incurred in connection with (a) Landlord’s review of the Alterations (including
review of requests for approval thereof) and (b) the provision of Building or Complex personnel
during the performance of any Alteration, to operate elevators or otherwise to facilitate Tenant’s
Alterations. In addition, Tenant shall pay to Landlord, upon demand, an administrative fee in an
amount equal to 5% of the total cost of any Alterations. At Landlord’s request, Tenant shall
deliver to Landlord reasonable supporting documentation evidencing the hard and soft costs
incurred by Tenant in designing and constructing any Alterations.



     Section 5.7 Tenant’s Equipment. Tenant shall provide notice to Landlord prior to moving any
heavy machinery, heavy equipment, freight, bulky matter or fixtures (collectively, “Equipment”)
into or out of the Building or Complex and shall pay to Landlord any costs actually incurred by
Landlord in connection therewith. If such Equipment requires special handling, Tenant agrees (a)
to employ only persons holding all necessary licenses to perform such work, (b) all work performed
in connection therewith shall comply with all applicable Requirements and (c) such work shall be
done only during hours reasonably designated by Landlord.



     Section 5.8 Legal Compliance. The approval of Plans, or consent by Landlord to the making of
any Alterations, does not constitute Landlord’s representation that such Plans or Alterations
comply with any Requirements. Landlord shall not be liable to Tenant or any other party in
connection with Landlord’s approval of any Plans, or Landlord’s consent to Tenant’s performing any
Alterations. If any Alterations made by or on behalf of Tenant require Landlord to make any
alterations or improvements to any part of the Building or Complex in order to comply with any
Requirements, Tenant shall pay all costs and expenses incurred by Landlord in connection with such
alterations or improvements.



     Section 5.9 Floor Load. Tenant shall not place a load upon any floor of the Premises that
exceeds 50 pounds per square foot “live load”. Landlord reserves the right to reasonably designate
the position of all Equipment which Tenant wishes to place within the Premises, and to place
limitations on the weight thereof.



ARTICLE 6




REPAIRS




     Section 6.1 Landlord’s Repair and Maintenance. Landlord shall operate, maintain and, except
as provided in Section 6.2 hereof, make all necessary repairs (both structural and nonstructural)
to (i) the Building Systems and (ii) the Common Areas, in conformance with standards applicable to
Comparable Buildings.



     Section 6.2 Tenant’s Repair and Maintenance. Tenant shall promptly, at its expense and in
compliance with Article 5 including, without limitation, the requirement that any repairs affecting
any Building System be reviewed and approved by Landlord’s designated engineer for the affected
Building System, make all nonstructural repairs to the Premises and the fixtures, equipment and
appurtenances therein (including all electrical, plumbing, heating, ventilation and air
conditioning, sprinklers and life safety systems in and serving the Premises from the point of
connection to the Building Systems) (collectively, “Tenant Fixtures”) as and when needed to
preserve the Premises in good working order and condition, except for reasonable wear and tear and
damage which is Landlord’s obligation to repair pursuant to the



7









 




express provisions of this Lease. All damage to the Building or Complex or to any portion
thereof, or to any Tenant Fixtures, requiring structural or nonstructural repair caused by or
resulting from any act, omission, neglect or improper conduct of a Tenant Party or the moving of
Tenant’s Property or Equipment into, within or out of the Premises by a Tenant Party, shall
be repaired at Tenant’s expense by (i) Tenant, if the required repairs are nonstructural in nature
and do not affect any Building System, or (ii) Landlord, if the required repairs are structural in
nature, involve replacement of exterior window glass or affect any Building System. All Tenant
repairs shall be of good quality utilizing new construction materials.




     Section 6.3 Reserved Rights. Landlord reserves the right to make all changes, alterations,
additions, improvements, repairs or replacements to the Building, Complex and Building Systems,
including changing the arrangement or location of entrances or passageways, doors and doorways,
corridors, elevators, stairs, toilets or other Common Areas (collectively, “Work of Improvement”),
as Landlord deems necessary or desirable, and to take all materials into the Premises required for
the performance of such Work of Improvement, provided that (a) the level of any Building or Complex
service shall not decrease in any material respect from the level required of Landlord in this
Lease as a result thereof (other than temporary changes in the level of such services during the
performance of any such Work of Improvement), (b) Tenant is not deprived of access to the Premises
and (c) Landlord gives Tenant not less than five (5) days notice prior to commencing any Work of
Improvement, except in the event of an emergency in which case no notice shall be required.
Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of
the Premises during the performance of such Work of Improvement. There shall be no Rent abatement or
allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant,
in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and no
liability on the part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord, Tenant or others performing, or failing to perform, any Work of Improvement.
Except in the event of an emergency (in which event the following provision shall not apply) if the
noise generated during the conduct of (i) any Work of Improvement performed by any Landlord Party
in the Building, or (ii) any work in Building premises immediately adjacent to or above or below
the Premises by any tenant or other occupant of the Building, is so disruptive that as a result
thereof, Tenant cannot, in the exercise of its reasonable business judgment, operate its business
and such noise continues for more than one (1) Business Day following written notice thereof from
Tenant to Landlord, then, as of the (2nd) Business Day, Rent and all other charges payable to
Landlord hereunder shall abate until such time as the noise has ceased, at which time Tenant shall
resume the payments required hereunder. Further, in the event that any Landlord Party enters into
the Premises under non-emergency situations in order to perform Work of Improvements and/or repairs
thereto or to any other portion of the Building and, as a result thereof, Tenant cannot, in the
exercise of its reasonable business judgment, operate its business therein, Rent payable to
Landlord hereunder shall abate in proportion to the degree of interference from the date of such
closure until such time as the condition giving rise to said closure has been corrected, at which
time Tenant shall resume the payments required hereunder.



ARTICLE 7




TAXES AND OPERATING EXPENSES




     Section 7.1 Definitions. For the purposes of this Article 7, the following terms shall
have the meanings set forth below:



8









 





     (a) “Assessed Valuation” shall mean the amount for which the Real Property is assessed by the
County Assessor of Cook County, Illinois for the purpose of imposition of Taxes.



     (b) “Operating Expenses” shall mean the aggregate of all costs and expenses paid or incurred
by or on behalf of Landlord in connection with the ownership, operation, repair and maintenance of
the Real Property, including the rental value of Landlord’s Building office and capital
improvements only if such capital improvement either (i) is reasonably intended to result in a
reduction in Operating Expenses (as for example, a labor-saving improvement), provided the amount
included in Operating Expenses for any calendar year shall not exceed an amount equal to the
savings reasonably anticipated to result from the installation and operation of such improvement,
and/or (ii) is made during any calendar year in compliance with Requirements that were not in
effect on the Effective Date. Such capital improvements shall be amortized (with interest at the
Base Rate) on a straight-line basis over such period as Landlord shall reasonably determine, and
the amount included in Operating Expenses for any calendar year shall be equal to the annual
amortized amount. Operating Expenses shall not include any Excluded Expenses. If during the Term,
Landlord shall not furnish any particular item(s) of work or service (which would otherwise
constitute an Operating Expense) to any accruable portions of the Building for any reason, then,
for purposes of computing Operating Expenses for such period, the amount included in Operating
Expenses for such period shall be increased by an amount equal to the costs and expenses that
would have been reasonably incurred by Landlord during such period if Landlord had furnished such
item(s) of work or service to such portion of the Building. In determining the amount of Operating
Expenses for any calendar year, if less than 100% of the Building rentable area is occupied by
tenants at any time during any calendar year, Operating Expenses shall be determined for such
calendar year to be an amount equal to the like expenses which would normally be expected to be
incurred had such occupancy been 100% throughout such calendar year.



     (c) “Taxes” shall mean (i) all real estate taxes, assessments, sewer and water rents, rates
and charges and other governmental levies, impositions or charges, whether general, special,
ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all
or any part of the Real Property, and (ii) all expenses (including reasonable attorneys’ fees and
disbursements and experts’ and other witnesses’ fees) incurred in contesting any of the foregoing
or the Assessed Valuation of the Real Property. Taxes shall not include (x) interest or penalties
incurred by Landlord as a result of Landlord’s late payment of Taxes, or (y) franchise, transfer,
gift, inheritance, estate or net income taxes imposed upon Landlord. Whether or not Landlord elects
to pay any assessment in annual installments, (i) all such assessment shall be deemed to have been
so divided and to be payable in the maximum number of installments permitted by law, and (ii) there
shall be deemed included in Taxes for each calendar year of the Term the installments of such
assessment becoming payable during each such calendar year, together with interest payable during
such calendar year on such installments and on all installments thereafter becoming due as provided
by law, all as if such assessment had been so divided. If at any time the methods of taxation
prevailing on the Effective Date shall be altered so that in lieu of or as an addition to the whole
or any part of Taxes, there shall be assessed, levied or imposed (1) a tax, assessment, levy,
imposition or charge based on the income or rents received from the Real Property whether or not
wholly or partially as a capital levy or otherwise, (2) a tax, assessment, levy, imposition or
charge measured by or based in whole or in part upon all or any part of the Real Property and
imposed upon Landlord, (3) a license fee measured by the rents, or (4) any other tax, assessment,
levy, imposition, charge or license fee however described or imposed, including business



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improvement district impositions, then all such taxes, assessments, levies, impositions, charges
or license fees or the part thereof so measured or based shall be deemed to be Taxes.




     Section 7.2 Tenant’s Tax Payment.



          (a) Tenant shall pay to Landlord Tenant’s Proportionate Share of Taxes (“Tenant’s Tax
Payment”). For each calendar year (or portion thereof) during the Term, Landlord shall furnish to
Tenant a statement setting forth Landlord’s reasonable estimate of Tenant’s Tax Payment for such
calendar year (the “Tax Estimate”). Tenant shall pay to Landlord on the 1st day of each month
during the Term an amount equal to 1/12 of the Tax Estimate for such calendar year. If Landlord
furnishes a Tax Estimate for a calendar year subsequent to the commencement thereof, then (i)
until the 1st day of the month following the month in which the Tax Estimate is
furnished to Tenant, Tenant shall pay to Landlord on the 1st day of each month an
amount equal to the monthly sum payable by Tenant to Landlord under this Section 7.2 during the
last month of the preceding calendar year, (ii) promptly after the Tax Estimate is furnished to
Tenant or together therewith, Landlord shall give notice to Tenant stating whether the
installments of Tenant’s Tax Estimate previously made for such calendar year were greater or less
than the installments of Tenant’s Tax Estimate to be made for such calendar year in accordance
with the Tax Estimate, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof
within 30 days after demand there for, or (y) if there shall have been an overpayment, Landlord
shall credit the amount thereof against subsequent payments of Rent due hereunder, and (iii) on
the 1st day of the month following the month in which the Tax Estimate is furnished to
Tenant, and on the 1st day of each month thereafter throughout the remainder of such
calendar year, Tenant shall pay to Landlord an amount equal to 1/12
of the Tax Estimate. Landlord
shall have the right, upon not less than 30 days prior written notice to Tenant, to reasonably
adjust the Tax Estimate from time to time during any calendar year.




          (b) As soon as reasonably practicable after Landlord has determined the Taxes for a calendar
year, Landlord shall furnish to Tenant a statement showing: (i) the amount of actual Taxes for
such calendar year, (ii) the actual amount of Tenant’s Tax Payment for such calendar year, and
(iii) the sums paid by Tenant under Section 7.2(a). If the Statement shall show that the sums paid
by Tenant under Section 7.2(a) exceeded the actual amount of Tenant’s Tax Payment for such
calendar year, Landlord shall credit the amount of such excess against subsequent payments of Rent
due hereunder (or, if a sufficient amount of Rent to absorb the refund is not payable hereunder,
Landlord shall pay the refund to Tenant in cash). If the statement shall show that the sums so
paid by Tenant were less than Tenant’s Tax Payment for such calendar year, Tenant shall pay the
amount of such deficiency within 30 days after delivery of the Statement to Tenant.




          (c) Only Landlord may institute proceedings to reduce the Assessed Valuation of the Real
Property and the filings of any such proceeding by Tenant without Landlord’s consent shall
constitute an Event of Default. If Landlord receives a refund of Taxes for any calendar year during
the Term, Landlord shall credit against subsequent payments of Rent due hereunder (or, if a
sufficient amount of Rent to absorb the refund is not payable hereunder, Landlord shall pay the
refund to Tenant in cash) an amount equal to Tenant’s Proportionate Share of the refund, net of any
expenses incurred by Landlord in achieving such refund, which amount shall not exceed Tenant’s Tax
Payment paid for such calendar year. Landlord shall not be obligated to file any application or
institute any proceeding seeking a reduction in Taxes or the Assessed Valuation. The benefit of any
exemption or abatement relating to all or any part of the Real Property shall accrue solely to the
benefit of Landlord and Taxes shall be computed without taking into account any such exemption or
abatement.





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          (d) Tenant shall be responsible for any applicable occupancy or rent tax now in effect or
hereafter enacted and, if such tax is payable by Landlord, Tenant shall promptly pay
such amounts to Landlord, upon Landlord’s demand.




          (e) Tenant shall be obligated to make Tenant’s Tax Payment regardless of whether Tenant
may be exempt from the payment of any Taxes as the result of any reduction, abatement or exemption
from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic
or other tax-exempt status.




Section 7.3 Tenant’s Operating Payment.




          (a) Tenant shall pay to Landlord Tenant’s Proportionate Share of Operating Expenses
(“Tenant’s Operating Payment”). For each calendar year (or portion thereof) during the Term,
Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable estimate of
Tenant’s Operating Payment for such calendar year (the “Expense Estimate”). Tenant shall pay to
Landlord on the 1st day of each month during the Term an amount equal to 1/12 of the
Expense Estimate for such calendar year. If Landlord furnishes an Expense Estimate for a calendar
year subsequent to the commencement thereof, then (i) until the 1st day of the month
following the month in which the Expense Estimate is furnished to Tenant, Tenant shall pay to
Landlord on the 1st day of each month an amount equal to the monthly sum payable by
Tenant to Landlord under this Section 7.3 during the last month of the preceding calendar year,
(ii) promptly after the Expense Estimate is furnished to Tenant or together therewith, Landlord
shall give notice to Tenant stating whether the installments of Tenant’s Operating Payment
previously made for such calendar year were greater or less than the installments of Tenant’s
Operating Payment to be made for such calendar year in accordance with the Expense Estimate, and
(x) if there shall be a deficiency, Tenant shall pay the amount thereof within 30 days after
demand therefor, or (y) if there shall have been an overpayment, Landlord shall credit the amount
thereof against subsequent payments of Rent due hereunder, and (iii) on the 1st day of
the month following the month in which the Expense Estimate is furnished to Tenant, and on the
1st day of each month thereafter throughout the remainder of such calendar year, Tenant
shall pay to Landlord an amount equal to 1/12 of the Expense Estimate. Landlord shall have the
right, upon not less than 30 days prior written notice to Tenant, to reasonably adjust the Expense
Estimate from time to time during any calendar year.




          (b)
As soon as reasonably practicable following the end of each
calendar year, Landlord shall
furnish to Tenant a statement for such calendar year showing: (i) the amount of Operating Expenses
for such calendar year, (ii) the actual amount of Tenant’s Operating Payment for such calendar
year, and (iii) the same paid by Tenant under Section 7.3(a). If the statement shows that the sums
paid by Tenant under Section 7.3(a) exceeded the actual amount of Tenant’s Operating Payment for
such calendar year, Landlord shall credit the amount of such excess against subsequent payments of
Rent due hereunder (or, if a sufficient amount of Rent to absorb the refund is not payable
hereunder, Landlord shall pay the refund to Tenant in cash). If the statement shows that the sums
so paid by Tenant were less than Tenant’s Operating Payment for such calendar year, Tenant shall
pay the amount of such deficiency within 30 days after delivery of the statement to Tenant.




     Section 7.4 Non-Waiver; Disputes.



          (a) Landlord’s failure to render any statement on a timely basis with respect to any calendar
year shall not prejudice Landlord’s right to thereafter render a statement with




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respect to such calendar year or any subsequent calendar year, nor shall the rendering of a
statement prejudice Landlord’s right to thereafter render a corrected statement for that calendar
year.




          (b) Each statement sent to Tenant shall be conclusively binding upon Tenant unless Tenant (i)
pays to Landlord when due the amount set forth in such statement, without prejudice to Tenant’s
right to dispute such statement, and (ii) within 90 days after such statement is sent, sends a
notice to Landlord objecting to such statement and specifying the reasons therefor. Tenant agrees
that Tenant will not employ, in connection with any dispute under this Lease, any person or entity
who is to be compensated, in whole or in part, on a contingency fee basis. If the parties are
unable to resolve any dispute as to the correctness of such statement within 30 days following
such notice of objection, either party may refer the issues raised to one of the nationally
recognized public accounting firms selected by Landlord (but not employed by Landlord) and
reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding
upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and
deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to
Landlord, whereby such parties agree not to disclose to any third party any of the information
obtained in connection with such review. Tenant shall pay the fees and expenses relating to such
procedure, unless such accountants determine that Landlord overstated Operating Expenses by more
than 5% for such calendar year, in which case Landlord shall pay such fees and expenses. Except as
provided in this Section 7.4, Tenant shall have no right whatsoever to dispute, by judicial
proceeding or otherwise, the accuracy of any statement.




     Section 7.5 Proration. If the Commencement Date is not January 1, Tenant’s Tax Payment and
Tenant’s Operating Payment for the calendar year in which the Commencement Date occurs shall be
apportioned on the basis of the number of days in the year from the Commencement Date to the
following December 31. If the Expiration Date occurs on a date other than December 31st, Tenant’s Tax Payment and Tenant’s Operating Payment for the calendar year in
which such Expiration Date occurs shall be apportioned on the basis of the number of days in the
period from January 1st to the Expiration Date. Upon the expiration or earlier
termination of this Lease, any Additional Rent under this Article 7 shall be adjusted or paid
within 30 days after submission of the statement for the last calendar year of the Term. Landlord
shall have the right, from time to time, to equitably allocate some or all of the Taxes and/or
Operating Expenses for the Real Property among different portions or occupants of the Real
Property (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include,
but shall not be limited to, the office space tenants of the Real Property and the retail space
tenants of the Real Property. The Taxes and/or Operating Expenses allocable to each such Cost
Pool shall be allocated to such Cost Pool and charged to the tenants within such Cost Pool in an
equitable manner.



     Section 7.6 No Reduction in Rent. In no event shall any decrease in Operating Expenses or
Taxes result in a reduction in the Fixed Rent payable hereunder.



     Section 7.7 Allocation Within the Complex. Landlord shall separately determine Taxes and
Expenses for the Real Property and the adjoining property within the Complex. If any Taxes or
Expenses are imposed or incurred with respect to both the Real Property and such adjoining
property (including the cost of a shared management office), Landlord shall allocate the same in
accordance with sound accounting and management practices and any instruments or agreements
pertaining to the sharing or allocation of the same.



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ARTICLE 8




REQUIREMENTS OF LAW




     Section 8.1 Compliance with Requirements.



          (a) Tenant’s Compliance. Tenant, at its expense, shall comply with all Requirements
applicable to the Premises and/or Tenant’s use or occupancy thereof; provided, however, that
Tenant shall not be obligated to comply with any Requirements requiring any structural alterations
to the Building or Complex unless the application of such Requirements arises from (i) the
specific manner and/or nature of Tenant’s use or occupancy of the Premises, as distinct from
general office use, (ii) Alterations made by Tenant, or (iii) a breach by Tenant of any provisions
of this Lease. Any repairs or alterations required for compliance with applicable Requirements
shall be made at Tenant’s expense (1) by Tenant in compliance with Article 5 if such repairs or
alterations are nonstructural and do not affect any Building System, and to the extent such
repairs or alterations do not affect areas outside the Premises, or (2) by Landlord if such
repairs or alterations are structural or affect any Building System, or to the extent such repairs
or alterations affect areas outside the Premises. If Tenant obtains knowledge of any failure to
comply with any Requirements applicable to the Premises, Tenant shall give Landlord prompt notice
thereof.




          (b) Hazardous Materials. Tenant shall not cause or permit (i) any Hazardous Materials to be
brought into the Building or Complex, (ii) the storage or use of Hazardous Materials in or about
the Building, Complex or Premises (subject to the second sentence of this Section 8.1(b)), or
(iii) the escape, disposal or release of any Hazardous Materials within or in the vicinity of the
Building or Complex. Nothing herein shall be deemed to prevent Tenant’s use of any Hazardous
Materials customarily used in the ordinary course of office work, provided such use is in
accordance with all Requirements. Tenant shall be responsible, at its expense, for all matters
directly or indirectly based on, or arising or resulting from the presence of Hazardous Materials
in the Building or Complex which is caused or permitted by a Tenant Party. Tenant shall provide to
Landlord copies of all communications received by Tenant with respect to any Requirements relating
to Hazardous Materials, and/or any claims made in connection therewith. Landlord or its agents may
perform environmental inspections of the Premises at any time.




          (c) Landlord’s
Compliance. Landlord shall comply with (or cause to be complied with) all
Requirements applicable to the Building or Complex which are not the obligation of Tenant, to the
extent that non-compliance would materially impair Tenant’s use and occupancy of the Premises for
the Permitted Uses. Landlord represents to Tenant that Landlord has not received any written
notice with respect to (i) the existence of any Hazardous Materials in the Premises in violation
of any Requirements or (ii) the Premises’ failure to comply, in any material respect, with any
Requirements. Notwithstanding the foregoing, in the event of a breach of the foregoing
representation by Landlord, Tenant’s sole remedy shall be to require Landlord to remedy the cause
of such breach.




          (d) Landlord’s Insurance. Tenant shall not cause or permit any action or condition that would
(i) invalidate or conflict with Landlord’s insurance policies, (ii) violate applicable rules,
regulations and guidelines of the Fire Department, Fire Insurance Rating Organization or any other
authority having jurisdiction over the Building or Complex, (iii) cause an increase in the premiums
of insurance for the Building or Complex over that payable with respect to Comparable Buildings, or
(iv) result in Landlord’s insurance companies’ refusing to




13









 




insure the Building, Complex or any property therein in amounts and against risks as reasonably
determined by Landlord. If insurance premiums increase as a result of Tenant’s failure to
comply with the provisions of this Section 8.1, Tenant shall promptly cure such failure and
shall reimburse Landlord for the increased insurance premiums paid by Landlord as a result of
such failure by Tenant.




     Section 8.2 Fire and Life Safety. As of the date of this Lease, the sprinkler, fire-alarm and
life-safety system in the Premises are in compliance with all Requirements. As of the date of this
Lease, it shall be the Tenant’s responsibility, at Tenant’s sole cost, to comply with all
Requirements and the other obligations set forth in this Section 8.2. Tenant shall maintain in
good order and repair the sprinkler, fire-alarm and life-safety system in the Premises in
accordance with this Lease including, without limitation, the provisions of Section 6.2 respecting
any repairs affecting any Building System, the Rules and Regulations and all Requirements. If the
Fire Insurance Rating Organization or any Governmental Authority or any of Landlord’s insurers
requires or recommends any modifications and/or alterations be made or any additional equipment be
supplied in connection with the sprinkler system or fire alarm and life-safety system serving the
Building or Complex by reason of Tenant’s business, any Alterations performed by Tenant or the
location of the partitions, Tenant’s Property, or other contents
of the Premises, Landlord (to the
extent outside of the Premises) or Tenant (to the extent within the Premises) shall make such
modifications and/or Alterations, and supply such additional equipment, in either case at Tenant’s
expense.



ARTICLE 9




SUBORDINATION




Section 9.1 Subordination and Attornment.




          (a) Provided that the Mortgagee or Lessor under any Mortgages or Superior Leases enters into
a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit H
attached hereto and made a part hereof, this Lease shall be subject and subordinate to all
Mortgages and Superior Leases and, at the request of such Mortgagee or Lessor, Tenant shall attorn
to any Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale.




          (b) If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of
Landlord under this Lease, whether through possession or foreclosure action or the delivery of a
new lease or deed, then at the request of the successor landlord and upon such successor landlord’s
written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this
Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as
Landlord under this Lease. The provisions of this Section 9.1 are self-operative and require no
further instruments to give effect hereto; provided, however, that Tenant shall promptly execute
and deliver any instrument that such successor landlord may reasonably request (i) evidencing such
attornment, and (ii) setting forth the terms and conditions of Tenant’s tenancy. Upon such
attornment this Lease shall continue in full force and effect as a direct lease between such
successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this
Lease except that such successor landlord shall not be




               (i) liable for any act or omission of Landlord (except to the extent such act or omission
continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant
gives notice of such act or omission);



14









 





               (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have
against Landlord;



               (iii) bound by any prepayment of more than one month’s Rent to any prior landlord;



               (iv) bound by any obligation to make any payment to Tenant which was required to be made
prior to the time such successor landlord succeeded to Landlord’s interest;



               (v) bound by any obligation to perform any work or to make improvements to the Premises
except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y)
repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation
pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably
be made from the net proceeds of any insurance or condemnation awards, respectively, actually made
available to such successor landlord;



               (vi) bound by any modification, amendment or renewal of this Lease made without the consent
of such successor landlord or any previous Lessor or Mortgagee under the Superior Lease or
Mortgage in effect at the time of such modification, amendment or renewal;



               (vii) liable for the repayment of any security deposit or surrender of any letter of credit,
unless and until such security deposit actually is paid or such letter of credit is actually
delivered to such successor landlord; or



               (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment
allowance or similar obligation.



          (c) Tenant shall from time to time within 20 days of request from Landlord execute and
deliver any documents or instruments that may be reasonably required by any Mortgagee or Lessor to
confirm any subordination.




     Section 9.2 Mortgage or Superior Lease Defaults. Any Mortgagee may elect that this Lease
shall have priority over the Mortgage and, upon notification to Tenant by such Mortgagee, this
Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease.



     Section 9.3 Tenant’s Termination Right. As long as any Superior Lease or Mortgage exists,
Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until
(a) Tenant shall have given notice of such act or omission to all Lessors and/or Mortgagees, and
(b) a reasonable period of time (but not longer than any applicable period for cure provided to
Landlord hereunder plus sixty (60) days) shall have elapsed following the giving of notice of such
default and the expiration of any applicable notice or grace periods (unless such act or omission
is not capable of being remedied within a reasonable period of time), during which period such
Lessors and/or Mortgagees shall have the right, but not the obligation, to remedy such act or
omission and thereafter diligently proceed to so remedy such act or omission. If any Lessor or
Mortgagee elects to remedy such act or omission of Landlord, Tenant shall not seek to terminate
this Lease so long as such Lessor or Mortgagee is proceeding with reasonable diligence to affect
such remedy.



15









 





     Section 9.4 Provisions. The provisions of this Article 9 shall (a) inure to the benefit of
Landlord, any future owner of the Building, Complex or the Real Property, Lessor or
Mortgagee and any sublessor thereof and (b) apply notwithstanding that, as a matter of law,
this Lease may terminate upon the termination of any such Superior Lease or Mortgage;



     Section 9.5 Future Condominium Declaration. This Lease and Tenant’s rights hereunder are and
will be subject and subordinate to any condominium declaration, by-laws and other instruments
(collectively, the “Declaration”) which may be recorded regardless of the reason therefor, in
order to subject the Building or Complex to a condominium form of ownership pursuant to the
Illinois Condominium Property Act or any successor Requirement, provided that the Declaration does
not by its terms increase the Rent, change Tenant’s non-Rent obligations or adversely affect
Tenant’s rights under this Lease. At Landlord’s request, and subject to the foregoing proviso,
Tenant will execute and deliver to Landlord an amendment of this Lease confirming such
subordination and modifying this Lease to conform to such condominium regime.



ARTICLE 10




SERVICES




     Section 10.1 Electricity. Landlord shall not furnish electricity, but shall permit Tenant to
make direct arrangements to obtain electricity from Commonwealth Edison Company or another utility
approved by Landlord, and shall permit Landlord’s electric cables, circuits, riser lines, feeders
and related Building Systems to be used for such purpose, but only to the extent that: (i) all
such Building Systems are suitable, and the safe and lawful capacity thereof is not exceeded, (ii)
sufficient capacity remains at all times for other existing and future tenants, as determined in
Landlord’s discretion, and (iii) Tenant uses only normal quantities and types of office equipment
and lighting in the Premises typical of average office use. Tenant
shall make all arrangements for
metering and direct payment for such electricity with such utility. Tenant shall pay for all
electricity consumed in the Premises when due (including electricity during janitorial or other
service, during any alterations or repairs, and for any special HVAC and lighting equipment
serving the Premises). Landlord shall exclude such electricity costs from Expenses (except
Landlord may elect from time to time to include electricity for separately metered building
standard overhead lights in Expenses, in lieu of requiring payment by Tenant hereunder). Tenant’s
connections, and installation of new cables, circuits, feeders, meters or other equipment, shall
be at Tenant’s sole cost, and shall be subject to Landlord’s prior written approval and the other
provisions of Article 5 respecting Alterations, and the Rules and Regulations respecting access to
the utility closets.



     Section 10.2 Excess Electricity. Tenant shall at all times comply with the rules and
regulations of the utility company supplying electricity to the Building or Complex. Tenant shall
not use any electrical equipment, which, in Landlord’s reasonable judgment, would exceed the
capacity of the electrical equipment serving the Premises. If Landlord determines that Tenant’s
electrical requirements necessitate installation of any additional risers, feeders or other
electrical distribution equipment (collectively, “Electrical Equipment”), or if Tenant provides
Landlord with evidence reasonably satisfactory to Landlord of Tenant’s need for excess electricity
and requests that additional Electrical Equipment be installed, Landlord shall, at Tenant’s
expense, install such additional Electrical Equipment, provided that Landlord, in its sole
judgment, determines that (a) such installation is practicable and necessary, (b) such additional
Electrical Equipment is permissible under applicable Requirements, and (c) the installation of such
Electrical Equipment will not cause permanent damage to the Building, Complex or the




16









 







Premises, cause or create a hazardous condition, entail excessive or unreasonable alterations,
interfere with or limit electrical usage by other tenants or occupants of the Building or
Complex, or exceed the limits of the switchgear or other facilities serving the Building or
Complex, or require power in excess of that available from the utility company serving the
Building or Complex.




     Section 10.3 Elevators. Landlord shall provide passenger elevator service to the Premises 24
hours per day, 7 days per week; provided, however. Landlord may limit passenger elevator service
during times other than Ordinary Business Hours. Landlord shall provide at least one freight
elevator serving the Premises, available upon Tenant’s prior request, on a nonexclusive “first
come, first serve” basis with other Building or Complex tenants, on all Business Days from 7:00
a.m. to 3:30 p.m., which hours of operation are subject to change.



     Section 10.4 Heating. Ventilation and Air Conditioning. Landlord shall furnish to the
Premises heating, ventilation and air-conditioning (“HVAC”) in accordance with the Design
Standards set forth in Exhibit D during Ordinary Business Hours. Landlord shall have access to all
air-cooling, fan, ventilating and machine rooms and electrical closets and all other mechanical
installations of Landlord (collectively, “Mechanical Installations”), and Tenant shall not
construct partitions or other obstructions which may interfere with Landlord’s access thereto or
the moving of Landlord’s equipment to and from the Mechanical Installations. No Tenant Party shall
at any time enter the Mechanical Installations or tamper with, adjust, or otherwise affect such
Mechanical Installations. Landlord shall not be responsible if the HVAC System fails to provide
cooled or heated air, as the case may be, to the Premises in accordance with the Design Standards
by reason of (i) any equipment installed by, for or on behalf of Tenant, which has an electrical
load in excess of the average electrical load and human occupancy factors for the HVAC System as
designed, or (ii) any rearrangement of partitioning or other Alterations made or performed by, for
or on behalf of Tenant. Tenant shall install, if missing, blinds or shades on all windows, which
blinds and shades shall be subject to Landlord’s reasonable approval, and shall keep operable
windows in the Premises closed, and lower the blinds when necessary because of the sun’s position,
whenever the HVAC System is in operation or as and when required by any Requirement. Tenant shall
cooperate with Landlord and shall abide by the rules and regulations which Landlord may reasonably
prescribe for the proper functioning and protection of the HVAC System.



     Section 10.5 Overtime Freight Elevators and HVAC. The Fixed Rent does not include any charge
to Tenant for the furnishing of any freight elevator service or HVAC to the Premises during any
periods other than as set forth in Section 10.3 and Section 10.4 (“Overtime Periods”). If Tenant
desires any such services during Overtime Periods, Tenant shall deliver notice to the Building or
Complex office requesting such services at least 24 hours prior to the time Tenant requests such
services to be provided; provided, however, that Landlord shall use reasonable efforts to arrange
such service on such shorter notice as Tenant shall provide. If Landlord furnishes freight
elevator or HVAC service during Overtime Periods, Tenant shall pay to Landlord the cost thereof at
the established rates from time to time for such services in the Building or Complex, plus a fee
equal to fifteen percent (15%) of such established rates, along with Landlord’s reasonable
out-of-pocket costs for architects, engineers, consultants and other parties relating to such
extra utilities or services, plus a fee equal to fifteen percent (15%) of such out-of-pocket
costs.



     Section 10.6 Cleaning. Landlord shall cause the Premises (excluding any portions thereof used
for the storage, preparation, service or consumption of food or beverages, as an exhibition area or
classroom, for storage, as a shipping room, mail room or similar purposes, for




17









 







private bathrooms, showers or exercise facilities, as a trading floor, or primarily for operation
of computer, data processing, reproduction, duplicating or similar equipment) to be cleaned,
substantially in accordance with the standards set forth in Exhibit E. Any areas of the
Premises which Landlord is not required to clean hereunder or which require additional
cleaning shall be cleaned, at Tenant’s expense, by Landlord’s cleaning contractor, at rates which
shall be competitive with rates of other cleaning contractors providing comparable services to
Comparable Buildings. Landlord’s cleaning contractor and its employees shall have access to the
Premises at all times except between 8;00 a.m. and 5:30 p.m. on weekdays which are not Observed
Holidays.




     Section 10.7 Water. Landlord shall provide water in the core lavatories on each floor of the
Building. If Tenant requires water for any additional purposes, Tenant’ shall pay for the cost of
bringing water to the Premises and Landlord may install a meter to measure the water. Tenant shall
pay the cost of such installation, and for all maintenance, repairs and replacements thereto, and
for the reasonable charges of Landlord for the water consumed.



     Section 10.8 Refuse Removal. Landlord shall provide refuse removal services at the Building
for ordinary office refuse and rubbish. Tenant shall pay to Landlord, Landlord’s reasonable charge
for such removal to the extent that the refuse generated by Tenant exceeds the refuse customarily
generated by general office tenants. Tenant shall not dispose of any refuse in the Common Areas,
and if Tenant does so, Tenant shall be liable for Landlord’s reasonable charge for such removal.



     Section 10.9 Directory. The lobby shall contain a directory wherein the Building’s tenants
shall be listed. Tenant shall be entitled to a proportionate share of such listings, based on the
rentable square footage of the Premises.



     Section 10.10 Telecommunications. If Tenant requests that Landlord grant access to the
Building or Complex to a telecommunications service provider designated by Tenant for purposes of
providing telecommunications services to Tenant, Landlord shall use its good faith efforts to
respond to such request within 7 days. Tenant acknowledges that nothing set forth in this Section
10.10 shall impose any affirmative obligation on Landlord to grant such request and that Landlord,
in Its sole discretion, shall have the right to determine which telecommunications service
providers shall have access to Building or Complex facilities.



     Section 10.11 Service interruptions. Landlord reserves the right to suspend any service when
necessary, by reason of Unavoidable Delays, accidents or emergencies, or for any Work of
Improvement which, in Landlord’s reasonable judgment, is necessary or appropriate, until such
Unavoidable Delay, accident or emergency shall cease or such Work of Improvement is completed and,
except as expressly provided in Section 6.3 above, or in this Section 10.11, Landlord shall not be
liable for any interruption, curtailment or failure to supply services. Landlord shall use
reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises as a
result of any such interruption, curtailment or failure of or defect in such service, or change in
the supply, character and/or quantity of, electrical service, and to restore any such services,
remedy such situation and minimize any interference with Tenant’s business. The exercise of any
such right or the occurrence of any such failure by Landlord shall not constitute an actual or
constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or
diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or
interruption of Tenant’s business, or otherwise. Except as otherwise expressly provided herein,
Landlord shall not be liable in any way to Tenant for any



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failure, defect or interruption of, or change in the supply, character and/or quantity of,
electric service furnished to the Premises for any reason except if attributable to the gross
negligence or willful misconduct of Landlord or any of the Landlord Parties. If any service
or utility to the Premises should become unavailable (i) due to the negligence or willful
misconduct of Landlord or any of the Landlord Parties for a period in excess of twenty-four (24)
consecutive hours or (ii) for any other reason for a period in excess of six (6) consecutive
Business Days, and Tenant, in its reasonable business judgment, elects to close the Premises as a
result thereof, all Rent and other charges shall abate from the commencement of said
unavailability of such service or utility until such time as said service or utility is restored
to the Premises and Tenant is reasonably able to operate its business within the Premises.




     Section 10.12 Additional Services. Any service requested of Landlord by Tenant (a) not
specifically required to be provided by Landlord as set forth in this Lease or (b) beyond the
regular scope or hours of such service required to be provided by Landlord as set forth in this
Lease shall be provided by Landlord at the established rates from time to time for such services
in the Building or Complex, plus a fee equal to fifteen percent (15%) of such established rates,
along with Landlord’s out-of-pocket costs for architects, engineers, consultants and other parties
relating to such extra services, plus a fee equal to fifteen percent (15%) of such out-of-pocket
costs.



ARTICLE 11




INSURANCE; PROPERTY LOSS OR DAMAGE




Section 11.1 Tenant’s Insurance.




          (a) Tenant, at its expense, shall obtain and keep in full force and effect during the
Term:




               (i) a policy of commercial general liability insurance on an occurrence basis against claims
for personal injury, bodily injury, death and/or property damage occurring in or about the
Building, under which Tenant is named as the insured and Landlord, Landlord’s Agent and any Lessors
and any Mortgagees whose names have been furnished to Tenant are named as additional insureds (the
“Insured Parties”). Such insurance shall provide primary coverage without contribution from any
other insurance carried by or for the benefit of the Insured Parties, and Tenant shall obtain
blanket broad-form contractual liability coverage to insure its indemnity obligations set forth in
Article 25. The minimum limits of liability applying exclusively to the Premises shall be a
combined single limit with respect to each occurrence in an amount of not less than $3,000,000;
provided, however, that Landlord shall retain the right to require Tenant to increase such coverage
from time to time to that amount of insurance which in Landlord’s reasonable judgment is then being
customarily required by landlords for similar office space in Comparable Buildings. The
self insured retention for such policy shall not exceed $10,000. Tenant may satisfy the limits of
liability required herein with a combination of umbrella and/or excess policies of insurance,
provided that such policies comply with all of the provisions hereof (including, without
limitation, with respect to scope of coverage and naming of the Insured Parties);



               (ii) insurance against loss or damage by fire, and such other risks and hazards as are
insurable under then available standard forms of “Special Form Causes of Loss” or “All Risk”
property insurance policies, insuring Tenant’s Property and all Alterations and improvements to the
Premises (including the Initial Installations) to the extent such Alterations



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and improvements exceed the cost of the improvements typically performed in connection with the
initial occupancy of tenants in the Building (“Building Standard Installations”), for the full
insurable value thereof or replacement cost thereof, having a deductible amount, if any, not in
excess of $25,000;




               (iii) during the performance of any Alteration, until completion thereof, Builder’s Risk
insurance on an “all risk” basis and on a completed value form including a Permission to Complete
and Occupy endorsement, for full replacement value covering the interest of Landlord and Tenant
(and their respective contractors and subcontractors) in all work incorporated in the Building and
all materials and equipment in or about the Premises;



               (iv) Workers’ Compensation Insurance, as required by law;



               (v) Business Interruption Insurance covering a minimum of one year of anticipated gross
income;



               (vi) if the Building, Complex or Real Property includes a parking garage or surface parking
lot that is utilized by Tenant, Commercial Automobile Liability Insurance for any owned, non-owned
or hired vehicles with a combined single limit with respect to each occurrence in an amount of not
less than $1,000,000; and



               (vii) such other insurance in such amounts as the insured Parties may reasonably require from
time to time.



          (b) All insurance required to be carried by Tenant (i) shall contain a provision that (x) no
act or omission of Tenant shall affect or limit the obligation of the insurance company to pay the
amount of any loss sustained, and (y) shall be noncancellable
and/or no material change in
coverage shall be made thereto unless the Insured Parties receive 30 days’ prior notice of the
same, by certified mail, return receipt requested, and (ii) shall be effected under valid and
enforceable policies issued by reputable insurers admitted to do business in the State of Illinois
and rated in Best’s Insurance Guide, or any successor thereto as having a “Best’s Rating” of “A-”
or better and a “Financial Size Category” of at least “X” or better, or, if such ratings are not
then in effect, the equivalent thereof or such other financial rating as Landlord may at any time
consider appropriate.




          (c) On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate
policies of insurance, including evidence of waivers of subrogation required to be carried pursuant
to this Article 11 and that the Insured Parties are named as additional insured’s (the “Policies”),
Evidence of each renewal or replacement of the Policies shall be delivered by Tenant to Landlord at
least 10 days prior to the expiration of the Policies. In lieu of the Policies, Tenant may deliver
to Landlord a certification from Tenant’s insurance company, on the form currently designated
“Accord 27” (Evidence of Property Insurance) and “Accord 25-S” (Certificate of Liability
Insurance), or the equivalent, provided that attached thereto is an endorsement to Tenant’s
commercial general liability policy naming the Insured Parties as additional insured’s, which
endorsement is at least as broad as ISO policy form “CG 20 11 Additional Insured - Managers or
Lessors of Premises” (pre-1999 edition) and which endorsement expressly provides coverage for the
negligence of the additional insured’s, which certification shall be binding on Tenant’s insurance
company, and which shall expressly provide that such certification (i) conveys to the Insured
Parties all the rights and privileges afforded under the Policies as primary insurance, and (ii)
contains an unconditional obligation of the insurance company to advise all Insured Parties in
writing by certified mail, return receipt requested, at




20









 




least 30 days in advance of any termination or change to the Policies that would affect the
interest of any of the Insured Parties.




     Section 11.2 Waiver of Subrogation. Landlord and Tenant shall each procure an appropriate
clause in or endorsement to any property insurance covering the Real Property and personal
property, fixtures and equipment located therein, wherein the insurer waives subrogation or
consents to a waiver of right of recovery, and Landlord and Tenant agree not to make any claim
against, or seek to recover from, the other for any loss or damage to its property or the property
of others resulting from fire or other hazards. Tenant acknowledges that Landlord shall not carry
insurance on, and shall not be responsible for, (i) damage to any Above Building Standard
Installations, (ii) Tenant’s Property, and (iii) any loss suffered by Tenant due to interruption of
Tenant’s business.



     Section 11.3 Restoration.



          (a)
If the Premises are damaged by fire or other casualty, or if the Building is damaged such
that Tenant is deprived of reasonable access to the Premises, the damage shall be repaired by
Landlord, to substantially the condition of the Premises prior to the damage, subject to the
provisions of any Mortgage or Superior Lease, but Landlord shall have no obligation to repair or
restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Alterations or
improvements to the Premises to the extent such Alterations or improvements exceed Building
Standard installations (“Above Building Standard Installations”). So long as Tenant is not in
default beyond applicable grace or notice provisions in the payment or performance of its
obligations under this Section 11.3, and provided Tenant timely delivers to Landlord either
Tenant’s Restoration Payment (as hereinafter defined) or the Restoration Security (as hereinafter
defined) or Tenant expressly waives any obligation of Landlord to repair or restore any of
Tenant’s Above Building Standard Installations, then until the restoration of the Premises is
Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed
Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced in the proportion by
which the area of the part of the Premises which is not usable (or accessible ) and is not used by
Tenant bears to the total area of the Premises.




          (b) As a condition precedent to Landlord’s obligation to repair or restore any Above Building
Standard Installations, Tenant shall (i) pay to Landlord upon demand a sum (“Tenant’s Restoration
Payment”) equal to the amount, if any, by which (A) the cost, as estimated by a reputable
independent contractor designated by Landlord, of repairing and restoring all Alterations and
Initial Installations in the Premises to their condition prior to the damage, exceeds (B) the cost
of restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord
security (the “Restoration Security”) in form and amount reasonably acceptable to Landlord to
secure Tenant’s obligation to pay all costs in excess of restoring the Premises with Building
Standard Installations. If Tenant shall fail to deliver to Landlord either (1) Tenant’s Restoration
Payment or the Restoration Security, as applicable, or (2) a waiver by Tenant, in form satisfactory
to Landlord, of all of Landlord’s obligations to repair or restore any of the Above Building
Standard Installations, in either case within 30 days after Landlord’s demand therefor, Landlord
shall have no obligation to restore any Above Building Standard Installations and Tenant’s
abatement of Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall cease when the
restoration of the Premises (other than any Above Building Standard Installations) is Substantially
Complete.




     Section 11.4 Landlord’s Termination Right. Notwithstanding anything to the contrary contained
in Section 11.3, (a) if the Premises are totally damaged or are rendered wholly



21









 




untenantable, (b) if the Building shall be so damaged that, in Landlord’s reasonable opinion,
substantial alteration, demolition, or reconstruction of the Building shall be required (whether
or not the Premises are so damaged or rendered untenantable), (c) if any Mortgagee shall
require that the insurance proceeds or any portion thereof be used to retire the Mortgage
debt or any Lessor shall terminate the Superior Lease, as the case may be, or (d) if the damage is
not fully covered, except for deductible amounts, by Landlord’s insurance policies, then in any of
such events, Landlord may, not later than 60 days following the date of the damage, terminate this
Lease by notice to Tenant. If this Lease is so terminated, (a) the Term shall expire upon the 30th
day after such notice is given, (b) Tenant shall vacate the Premises and surrender the same to
Landlord, (c) Tenant’s liability for Rent shall cease as of the date of the damage, and (d) any
prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant.




     Section 11.5 Tenant’s Termination Right. If the Premises are damaged or if the Building shall
be so damaged that Tenant is deprived of reasonable access to the Premises, and if Landlord does
not elect to terminate the Lease pursuant to Section 11.4, Landlord shall, within 60 days
following the date of the damage, cause a contractor or architect selected by Landlord to give
notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect
estimates the restoration of the Premises (excluding any Above Building Standard Installations)
shall be Substantially Completed. If (i) such date, as set forth in the Restoration Notice, is
more than 12 months from the date of such damage, then Tenant shall have the right to terminate
this Lease by giving notice to Landlord not later than 30 days following delivery of the
Restoration Notice to Tenant or (ii) Landlord fails to Substantially Complete the repair or
restoration of the Premises within 120% of the number of days set forth in the Restoration Notice,
then Tenant, upon not less than 30 days’ prior written notice, may elect to terminate this Lease
(either such notice in (i) or (ii) a “Termination Notice”). If Tenant delivers a Termination
Notice, this Lease shall be deemed to have terminated as of the date of the giving of the
Termination Notice, in the manner set forth in the second sentence of Section 11.4; provided,
however, than in the case of a Termination Notice delivered pursuant to clause (ii) above, such
Termination Notice shall be null and void if Landlord Substantially Completes such repair or
restoration within such 30-day period.



     Section 11.6 Final 18 Months. Notwithstanding anything to the contrary in this Article 11, if
any damage during the final 18 months of the Term renders the Premises wholly untenantable, either
Landlord or Tenant may terminate this Lease by notice to the other party within 30 days after the
occurrence of such damage and this Lease shall expire on the 30th day after the date of such
notice. For purposes of this Section 11.6, the Premises shall be deemed wholly untenantable if
Tenant shall be precluded from using more than 50% of the Premises for the conduct of its business
and Tenant’s inability to so use the Premises is reasonably expected to continue for more than 90
days.



     Section 11.7 Landlord’s Liability. Any Building or Complex employee to whom any property shall
be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect
to such property and neither Landlord nor its agents shall be liable for any damage to such
property, or for the loss of or damage to any property of Tenant by theft or otherwise. None of the
Insured Parties shall be liable for any injury or damage to persons or property or interruption of
Tenant’s business resulting from fire or other casualty, any damage caused by other tenants or
persons in the Building or Complex, or by construction of any private, public or quasi-public work,
or any latent defect in the Premises, in the Building or Complex (except that Landlord shall be
required to repair the same to the extent provided in Article 6). No penalty shall accrue for
delays which may arise by reason of adjustment of



22









 




casually insurance on the part of Landlord or Tenant, or for any Unavoidable Delays arising from
any repair or restoration of any portion of the Building or Complex, provided that Landlord
shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the
Premises during the performance of any such repair or restoration.




     Section 11.8 Landlord’s Insurance. Landlord shall maintain the following insurance
(“Landlord’s Insurance”), the premiums of which will be included in Operating Expenses: (1)
Commercial General Liability Insurance applicable to the Real Property, Building and Common Areas
providing, on an occurrence basis, a minimum combined single limit of
at least $5,000,000.00; (2)
all Risk Property insurance on the Building at replacement cost value with a deductible not to
exceed $100,000.00; (3) Worker’s Compensation insurance as required by the State of Illinois and
in amounts as may be required by applicable statute; and (4) Employer’s Liability Coverage of at
least $1,000,000.00 per occurrence.



ARTICLE 12




EMINENT DOMAIN




     Section 12.1 Taking.



          (a) Total Taking. If all or substantially all of the Real Property, the Building or the
Premises shall be acquired or condemned for any public or quasi-public purpose (a “Taking”), this
Lease shall terminate and the Term shall end as of the date of the vesting of title and Rent shall
be prorated and adjusted as of such date.




          (b) Partial Taking. Upon a Taking of only a part of the Real Property, the Building or the
Premises then, except as hereinafter provided in this Article 12, this Lease shall continue in
full force and effect, provided that from and after the date of the vesting of title, Fixed Rent
and Tenant’s Proportionate Share shall be modified to reflect the reduction of the Premises and/or
the Building as a result of such Taking.




          (c) Landlord’s Termination Right. Whether or not the Premises are affected, Landlord may, by
notice to Tenant, within 60 days following the date upon which Landlord receives notice of the
Taking of all or a portion of the Real Property, the Building or the Premises, terminate this
Lease. Landlord agrees that it will not discriminate against Tenant vis a vis other tenants in
the Building with similar premises in electing to terminate this Lease.




          (d) Tenant’s Termination Right. If the part of the Real Property so Taken contains more than
20% of the total area of the Premises occupied by Tenant immediately prior to such Taking, or if,
by reason of such Taking, Tenant no longer has reasonable means of access to the Premises or the
remaining portion of the Premises is no longer reasonably suitable for the conduct of Tenant’s
business therein, Tenant may terminate this Lease by notice to Landlord given within 60 days
following the date upon which Tenant is given notice of such Taking. If Tenant so notifies
Landlord, this Lease shall end and expire upon the 30th day following the giving of such notice. If
a part of the Premises shall be so Taken and this Lease is not terminated in accordance with this
Section 12.1 Landlord, without being required to spend more than it collects as an award, shall,
subject to the provisions of any Mortgage or Superior Lease, restore that part of the Premises not
so Taken to a self-contained rental unit substantially equivalent (with respect to character,
quality, appearance and services) to that which existed immediately prior to such Taking, excluding
Tenant’s Property and any Above Building Standard Installations.




23









 






          (e) Apportionment of Rent. Upon any termination of this Lease pursuant to the provisions of
this Article 12, Rent shall be apportioned as of, and shall be paid or refunded up to and
including, the date of such termination.




     Section 12.2 Awards. Upon any Taking, Landlord shall receive the entire award for any
such Taking, and Tenant shall have no claim against Landlord or the condemning authority for the
value of any unexpired portion of the Term or Tenant’s Alterations; and Tenant hereby assigns to
Landlord all of its right in and to such award. Nothing contained in this Article 12 shall be
deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then
value of any Tenant’s Property or Above Building Standard Installations included in such Taking
and for any moving expenses, provided any such award is in addition to, and does not result in a
reduction of, the award made to Landlord.



     Section 12.3 Temporary Taking. If all or any part of the Premises is Taken temporarily during
the Term for any public or quasi-public use or purpose, Tenant shall give prompt notice to
Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay
all Rent payable by Tenant without reduction or abatement and to perform all of its other
obligations under this Lease, except to the extent prevented from doing so by the condemning
authority, and Tenant shall be entitled to receive any award or payment from the condemning
authority for such use, which shall be received, held and applied by Tenant as a trust fund for
payment of the Rent falling due.



ARTICLE 13




ASSIGNMENT AND SUBLETTING




     Section 13.1 Consent Requirements.



          (a) No Transfers. Except as expressly set forth herein, Tenant shall not assign, mortgage,
pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and
shall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by
others (whether for desk space, mailing privileges or otherwise), without Landlord’s prior consent
in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in
contravention of the provisions of this Article 13 shall be void and shall constitute an Event of
Default.




          (b) Collection of Rent. If, without Landlord’s consent, this Lease is assigned, or any part
of the Premises is sublet or occupied by anyone other than Tenant or this Lease is encumbered (by
operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or
occupant, and apply the net amount collected to the Rent herein reserved. No such collection shall
be deemed a waiver of the provisions of this Article 13, an acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the performance of Tenant’s covenants
hereunder, and in all cases Tenant shall remain fully liable for its obligations under this Lease.




          (c) Further Assignment/Subletting. Landlord’s consent to any assignment or subletting shall
not relieve Tenant from the obligation to obtain Landlord’s consent to any further assignment or
subletting. In no event shall any permitted subtenant assign or encumber its sublease or further
sublet any portion of its sublet space, or otherwise suffer or permit any portion of the sublet
space to be used or occupied by others without Landlord’s prior consent, which consent shall not be
unreasonably withheld or delayed.




24









 





     Section 13.2 Tenant’s Notice. If Tenant desires to assign this Lease or sublet all or any
portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give
notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment
of this Lease, the date Tenant desires the assignment to be effective, and (b) with respect
to a sublet of all or a part of the Premises, a description of the portion of the Premises to be
sublet, the commencement date of such sublease and the rent per rentable square foot Tenant will
ask for such portion of the Premises (“Tenant’s Asking Rate”). Such notice shall be deemed an
irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate
this Lease with respect to such space as Tenant proposes to sublease (the “Partial Space”), upon
the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an
assignment of this Lease or a subletting of 50% or more of the rentable square footage of the
Premises, to terminate this Lease with respect to the entire Premises. Such option may be
exercised by notice from Landlord to Tenant within 30 days after delivery of Tenant’s notice. If
Landlord exercises its option to terminate this Lease with respect to all or a portion of the
Premises, (a) this Lease shall end and expire with respect to all or a portion of the Premises, as
the case may be, on the date that such assignment or sublease was to commence, provided that such
date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees
to such earlier date, (b) Rent shall be apportioned, paid or refunded as of such date, (c) Tenant,
upon Landlord’s request, shall enter into an amendment of this Lease ratifying and confirming such
total or partial termination, and setting forth any appropriate modifications to the terms and
provisions hereof, and (d) Landlord shall be free to lease the Premises (or any part thereof) to
Tenant’s prospective assignee or subtenant or to any other party. Tenant shall pay all costs to
make the Partial Space a self-contained rental unit and to install any required Building
corridors.



     Section 13.3 Intentionally Omitted.



     Section 13.4 Conditions to Assignment/Subletting.



          (a) If Landlord does not exercise either of Landlord’s options provided under Sections 13.2
and 13.3, and provided that no Event of Default then exists, Landlord’s consent to the proposed
assignment or subletting shall not be unreasonably withheld or delayed. Such consent shall be
granted or denied within 15 Business Days after delivery to Landlord of (i) a true and complete
statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”),
the nature of its business and its proposed use of the Premises, (ii) current financial
information with respect to the Transferee, including its most recent financial statements,
(iii) all of the terms of the proposed Transfer and the consideration therefor, together with a
copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer,
including all existing operative documents to be executed to evidence such Transfer or the
agreements incidental or related to such Transfer, and (iv) any other information Landlord may
reasonably request. The factors Landlord may consider in determining whether to grant or withhold
consent shall include, but not be limited to, the following:




               (i) the Transferee is engaged in a business or activity, and the Premises will be used in a
manner, which (1) is in keeping with the then standards of the Building and Complex, (2) is for the
Permitted Uses, and (3) does not violate any restrictions set forth in this Lease, any Mortgage or
Superior Lease or any negative covenant as to use of the Premises other than for the Permitted Use
required by any other lease in the Building or Complex;



25









 





               (ii) the Transferee is reputable with sufficient financial means to perform all of its
obligations under this Lease or the sublease, as the case may be;



               (iii) the Transferee is not then an occupant of the Building or Complex;



               (iv) the Transferee is not a person or entity (or affiliate of a person or entity) with whom
Landlord is then or has been within the prior 3 months negotiating a letter of intent in connection
with the rental of comparable space in the Building or Complex;



               (v) whether the granting of such consent shall result in there being more than 2 subtenants
in each floor of the Premises;



               (vi) the proposed Transfer is either a sublease or a non-collateral complete assignment;



               (vii) the proposed Transfer would not cause Landlord to be in violation of any Requirements
or any other lease, Mortgage, Superior Lease or agreement to which Landlord is a party and would
not give a tenant of the Real Property a right to cancel its lease; and



               (viii) the Transferee shall not be either a governmental agency or an instrumentality
thereof, nor shall the Transferee be entitled, directly or indirectly, to diplomatic or sovereign
immunity, regardless of whether the Transferee agrees to waive such diplomatic or sovereign
immunity, and shall be subject to the service of process in, and the jurisdiction of the courts
of, the County of Cook and State of Illinois.



          The parties hereby agree, without limitation as to other reasonable grounds for withholding
consent, that it shall be reasonable under this Lease and under applicable law for Landlord to
withhold consent to any proposed Transfer based upon failure of any of the foregoing criteria.




          (b) With respect to each and every subletting and/or assignment approved by Landlord under
the provisions of this Lease:




               (i) the form of the proposed assignment or sublease shall be reasonably satisfactory to
Landlord;



               (ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;



               (iii) no Transferee shall take possession of any part of the Premises until an executed
counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord
as provided in Section 13.4(a);



               (iv) if an Event of Default occurs prior to the effective date of such assignment or
subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed
revoked without further notice to Tenant, and if such assignment or subletting would have been
permitted without Landlord’s consent pursuant to Section 13.8, such permission shall be void and
without force and effect, and in either such case, any such assignment or subletting shall
constitute a further Event of Default hereunder; and



26









 





               (v) Tenant shall, upon demand, reimburse Landlord for all reasonable out-of-pocket expenses
incurred by Landlord in connection with such assignment or sublease, including any
investigations as to the acceptability of the Transferee and all legal costs reasonably
incurred in connection with the granting of any requested consent; and



               (vi) each sublease shall be subject and subordinate to this Lease and to the matters to which
this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have
agreed that upon the occurrence and during the continuation of an Event of Default hereunder,
Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment
of, all right, title and interest of Tenant as sublandlord under such sublease, together with all
modifications, extensions and renewals thereof then in effect and such Transferee shall, at
Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such
sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such
sublease or which theretofore accrued to such Transferee against Tenant, (C) bound by any previous
modification of such sublease not consented to by Landlord or by any prepayment of more than one
month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent
Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to
the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated
to make any payment to or on behalf of such Transferee, or to perform any work in the sublet space
or the Building, or in any way to prepare the subleased space for occupancy, beyond Landlord’s
obligations under this Lease. The provisions of this Section 13.4{b)(v) shall be self-operative,
and no further instrument shall be required to give effect to this provision, provided that the
Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request
to evidence and confirm such subordination and attornment



     Section 13.5 Binding on Tenant; Indemnification of Landlord. Notwithstanding any assignment
or subletting or any acceptance of rent by Landlord from any Transferee, Tenant and any guarantor
shall remain fully liable for the payment of all Rent due and for the performance of all the
covenants, terms and conditions contained in this Lease on Tenant’s part to be observed and
performed, and any default under any term, covenant or condition of this Lease by any Transferee
or anyone claiming under or through any Transferee shall be deemed to be a default under this
Lease by Tenant. Tenant shall indemnify, defend, protect and hold harmless Landlord from and
against any and all Losses resulting from any claims that may be made against Landlord by the
Transferee or anyone claiming under or through any Transferee or by any brokers or other persons
or entities claiming a commission or similar compensation in connection with the proposed
assignment or sublease, irrespective of whether Landlord shall give or decline to give its consent
to any proposed assignment or sublease, or if Landlord shall exercise any of its options under
this Article 13.



     Section 13.6 Tenant’s Failure to Complete. If Landlord consents to a proposed assignment or
sublease and Tenant fails to execute and deliver to Landlord such assignment or sublease within 90
days after the giving of such consent, or the amount of space subject to any such sublease varies
by more than 10% from that specified in the notice given by Tenant to Landlord pursuant to Section
13.2, or the net effective rent payable under such sublease is less than 95% of Tenant’s Asking
Rate, or if there are any changes in the terms and conditions of the proposed assignment or
sublease such that Landlord would initially have been entitled to refuse its consent to such
Transfer under this Article 13, then Tenant shall again comply with all of the provisions and
conditions of Sections 13.2 and 13.4 before assigning this Lease or subletting all or part of the
Premises.



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     Section 13.7 Profits. If Tenant enters into any assignment or sublease permitted
hereunder or consented to by Landlord, Tenant shall, within 60 days of Landlord’s consent to
such assignment or sublease (or if such assignment or sublease is permitted hereunder without
Landlord’s prior consent, within 60 days of the effective date of such assignment or
sublease), deliver to Landlord a list of Tenant’s reasonable third-party brokerage fees, legal
fees and architectural fees paid or to be paid in connection with such transaction and, in the
case of any sublease, any actual costs incurred by Tenant in separately demising the sublet space
(collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be
transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line
basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of
such Transaction Costs promptly after the same are paid. In consideration of such assignment or
subletting, Tenant shall pay to Landlord:




          (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums
and other consideration paid to Tenant by the Transferee for or by reason of such assignment
(including key money, bonus money and any sums paid for services rendered by Tenant to the
Transferee in excess of fair market value for such services and sums paid for the sale or rental
of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined
by Landlord) after first deducting the Transaction Costs; or




          (b) In the case of a sublease, 50% of any consideration payable under the sublease to Tenant
by the Transferee which exceeds on a per square foot basis the Fixed Rent, Tenant’s Tax Payment
and Tenant’s Operating Payment accruing during the term of the sublease in respect of the sublet
space (together with any sums paid for services rendered by Tenant to the Transferee in excess of
fair market value for such services and sums paid for the sale or rental of Tenant’s Property,
less the then fair market or rental value thereof, as reasonably determined by Landlord) after
first deducting the monthly amortized amount of Transaction Costs. The sums payable under this
clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.




     The amount payable under this Section 13.7 with respect to any particular Transfer is
sometimes referred to herein as the “Transfer Premium.” Landlord or its authorized representatives
shall have the right at all reasonable times to audit the books, records and papers of Tenant
relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium
respecting any Transfer shall be found understated, such event shall, at Landlord’s option, be
deemed to be an Event of Default (as such term is defined in Section 15.1 below) and Tenant shall,
within thirty (30) days after demand, pay the deficiency, and if understated by more than two
percent (2%), Tenant shall pay Landlord’s costs of such audit.



     Section 13.8 Transfers.




          (a) Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers),
directly or indirectly, by operation of law or otherwise, of a majority of the stock or other
beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant
(collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease;
provided, however, that the provisions of this Article 13 shall not apply to the transfer of
Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally
recognized stock exchange. For purposes of this Article the term “transfers” shall be deemed to
include (x) the issuance of new Ownership Interests which results in a majority of the Ownership
Interests in Tenant being held by a person or entity which does not hold a majority of the
Ownership interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or





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pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (z) except as
provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or
more transactions or the merger, consolidation or conversion of Tenant into or with another
business entity. The provisions of Section 13.1 shall not apply to transactions with a
business entity into or with which Tenant is merged, consolidated or converted or to which all or
substantially all of Tenant’s assets are transferred so long as (i) such transfer was made for a
legitimate independent business purpose and not for the purpose of transferring this Lease, (ii)
the successor to Tenant has a tangible net worth computed in accordance with generally accepted
accounting principles consistently applied (and excluding goodwill, organization costs and other
intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at
least equal to the net worth of Tenant (1) immediately prior to such merger, consolidation,
conversion or transfer, or (2) on the Effective Date, whichever is greater, (iii) proof
satisfactory to Landlord of such net worth is delivered to Landlord at least 10 days prior to the
effective date of any such transaction, (iv) any such transfer shall be subject and subordinate to
all of the terms and provisions of this Lease, and the transferee shall assume, in a written
document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the
effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and
any guarantor shall remain fully liable for all obligations to be performed by Tenant under this
Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at
the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity
which controls, is controlled by, or is under common control with the original Tenant (a “Related
Entity”) to sublet all or part of the Premises or assume this Lease for any Permitted Uses,
provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a
business which is in keeping with the standards for the Building and for so long as such entity
remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any
right or interest in this Lease nor shall such sublease or any assignment relieve, release, impair
or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be
deemed to mean ownership of not less than 50% of all of the Ownership Interests of such
corporation or other business entity. Notwithstanding the foregoing, Tenant shall have no right to
assign this Lease or sublease all or any portion of the Premises without Landlord’s consent
pursuant to this Section 13.8 if Tenant is not the initial Tenant herein named or a person or
entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord, or if
an Event of Default by Tenant exists under this Lease.




          (b) Applicability. The limitations set forth in this Section 13.8 shall apply to
Transferee(s) and guarantor(s) of this Lease, if any, and any transfer by any such entity in
violation of this Section 13.8 shall be a transfer in violation of Section 13.1.




          (c) Modifications, Takeover Agreements. Any modification, amendment or extension of a
sublease and/or any other agreement by which a landlord of a building other than the Building or
its affiliate agrees to assume the obligations of Tenant under this Lease shall be deemed a
sublease for the purposes of Section 13.1 hereof.




     Section 13.9 Assumption of Obligations. No assignment or transfer shall be effective unless
and until the Transferee executes, acknowledges and delivers to Landlord an agreement in form and
substance reasonably satisfactory to Landlord whereby the Transferee (a) assumes Tenant’s
obligations under this Lease and (b) agrees that, notwithstanding such assignment or transfer, the
provisions of Section 13.1 hereof shall be binding upon it in respect of all future assignments and
transfers.



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     Section 13.10 Tenant’s Liability. The joint and several liability of Tenant and any
successors-in-interest of Tenant and the due performance of Tenant’s obligations under this
Lease shall not be discharged, released or impaired by any agreement or stipulation made by
Landlord, or any grantee or assignee of Landlord, extending the time, or modifying any of the
terms and provisions of this Lease, or by any waiver or failure of Landlord, or any grantee or
assignee of Landlord, to enforce any of the terms and provisions of this Lease.



     Section 13.11 Listings in Building Directory. The listing of any name other than that of
Tenant on the doors of the Premises, the Building directory or elsewhere shall not vest any right
or interest in this Lease or in the Premises, nor be deemed to constitute Landlord’s consent to
any assignment or transfer of this Lease or to any sublease of the Premises or to the use or
occupancy thereof by others. Any such listing shall constitute a privilege revocable in Landlord’s
reasonable discretion by notice to Tenant.



     Section 13.12 Lease Disaffirmance or Rejection. If at any time after an assignment by Tenant
named herein, this Lease is not affirmed or is rejected in any bankruptcy proceeding or any
similar proceeding, or upon a termination of this Lease due to any such proceeding, Tenant named
herein, upon request of Landlord given after such disaffirmance, rejection or termination (and
actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of
termination other than by act of Landlord), shall (a) pay to Landlord all Rent and other charges
due and owing by the assignee to Landlord under this Lease to and including the date of such
disaffirmance, rejection or termination, and (b) as “tenant,” enter into a new lease of the
Premises with Landlord for a term commencing on the effective date of such disaffirmance,
rejection or termination and ending on the Expiration Date, at the same Rent and upon the then
executory terms, covenants and conditions contained in this Lease, except that (i) the rights of
Tenant named herein under the new lease shall be subject to the possessory rights of the assignee
under this Lease and the possessory rights of any persons or entities claiming through or under
such assignee or by virtue of any statute or of any order of any court, (ii) such new lease shall
require all defaults existing under this Lease to be cured by Tenant named herein with due
diligence, and (iii) such new lease shall require Tenant named herein to pay all Rent which, had
this Lease not been so disaffirmed, rejected or terminated, would have become due under the
provisions of this Lease after the date of such disaffirmance, rejection or termination with
respect to any period prior thereto. If Tenant named herein defaults in its obligations to enter
into such new lease for a period of 10 days after Landlord’s request, then, in addition to all
other rights and remedies by reason of default, either at law or in equity, Landlord shall have
the same rights and remedies against Tenant named herein as if it had entered into such new lease
and such new lease had thereafter been terminated as of the commencement date thereof by reason of
Tenant’s default thereunder.



ARTICLE 14




ACCESS TO PREMISES




     Section 14.1 Landlord’s Access.



          (a) Landlord, Landlord’s agents and utility service providers servicing the Building or
Complex, upon reasonable prior notice to Tenant, may erect, use and maintain concealed ducts, pipes
and conduits in and through the Premises provided such use does not cause the usable area of the
Premises to be reduced beyond a de minimis amount or materially detracts from the appearance of the
Premises. Landlord shall reasonably coordinate such work with Tenant so as to minimize its
interference with Tenant’s use of the Premises. Landlord shall




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promptly repair any damage to the Premises caused by any work performed pursuant to this Article
14.




          (b) Landlord, any Lessor or Mortgagee and any other party designated by Landlord and their
respective agents shall have the right to enter the Premises at all reasonable times, upon
reasonable notice (which notice may be oral) except in the case of emergency (in which event no
notice shall be required), to examine the Premises, to show the Premises to prospective
purchasers, Mortgagees, Lessors or tenants during the last six (6) months of the Term and their
respective agents and representatives or others and to perform Work of Improvement to the
Premises, the Building or Complex.




          All parts (except surfaces facing the interior of the Premises) of all walls, windows and
doors bounding the Premises, all balconies, terraces and roofs adjacent to the Premises, all space
in or adjacent to the Premises used for shafts, stacks, stairways, mail chutes, conduits and other
mechanical facilities, Building System, Building or Complex facilities and Common Areas are not
part of the Premises, and Landlord shall have the use thereof and access thereto through the
Premises for the purposes of Building and Complex operations, maintenance, alterations and
repairs.




     Section 14.2 Building Name. Landlord has the right at any time to change the name, number or
designation by which the Building or Complex is commonly known.



     Section 14.3 Substitution of Other Premises. Landlord shall have the right to move Tenant to
other space in the Building or Complex substantially comparable to the Premises (which space shall
be on the 30th floor or higher and located on the north side of the Building), and all
terms hereof shall apply to the new space with equal force. In such event, Landlord (w) shall give
Tenant prior notice, (x) shall provide Tenant, at Landlord’s expense, with tenant improvements
substantially comparable to those in the Premises, (y) shall, at Landlord’s expense, move Tenant’s
effects to the new space at such time and in such manner as to inconvenience Tenant as little as
reasonably practicable (which, at Tenant’s sole election, may include moving on a weekend), and
(z) shall reimburse Tenant for Tenant’s reasonable out-of-pocket expenses incurred in connection
with such relocation. In connection with such relocation of the Premises, the parties shall
execute an amendment to this Lease stating the relocation of the Premises. Tenant shall vacate and
surrender the Premises on the relocation date in the condition required by Section 18.1 below, and
any failure to do so shall be subject to Section 18.2.



     Section 14.4 Light and Air. If at any time any windows of the Premises are temporarily
darkened or covered over by reason of any Work of Improvement, any of such windows are permanently
darkened or covered over due to any Requirement or there is otherwise a diminution of light, air
or view by another structure which may hereafter be erected (whether or not by Landlord), Landlord
shall not be liable for any damages and Tenant shall not be entitled to any compensation or
abatement of any Rent, nor shall the same release Tenant from its obligations hereunder or
constitute an actual or constructive eviction.



ARTICLE 15




DEFAULT




     Section 15.1 Tenant’s Defaults. Each of the following events shall be an “Event of Default”
hereunder:



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          (a) Tenant fails to pay when due any installment of Rent and such default shall continue for
five (5) days after notice of such default is given to Tenant (which notice may be in the
form of an Illinois Statutory 5-day notice utilized in forcible entry and detainer
proceedings), except that if Landlord shall have given two such notices of default in the
payment of any Rent in any 12-month period, Tenant shall not be entitled to any further notice of
its delinquency in the payment of any Rent or an extended period in which to make payment until
such time as 12 consecutive months shall have elapsed without Tenant having failed to make any
such payment when due, and the occurrence of any default in the payment of any Rent within such
12-month period after the giving of 2 such notices shall constitute an Event of Default; or




          (b) Tenant fails to observe or perform any other term, covenant or condition of this Lease
and such failure continues for more than 30 days (10 days with respect to a default under Article
3, Article 9 or Section 26.10) after notice by Landlord to Tenant of such default, or if such
default (other than a default under Article 3, Article 9 or Section 26.10) is of a nature that it
cannot be completely remedied within 30 days, failure by Tenant to commence to remedy such failure
within said 30 days, and thereafter diligently prosecute to completion all steps necessary to
remedy such default, provided in all events the same is completed within 90 days; or




          (c) if Landlord applies or retains any part of the security held by it hereunder, and Tenant
fails to deposit with Landlord the amount so applied or retained by Landlord, or if Landlord draws
on any Letter of Credit (as hereinafter defined), in part or in whole, and Tenant fails to provide
Landlord with a replacement Letter of Credit, within 5 days after notice by Landlord to Tenant
stating the amount applied, retained or drawn, as applicable; or




          (d) Tenant files a voluntary petition in bankruptcy or insolvency, or is adjudicated a
bankrupt or insolvent, or files any petition or answer seeking any reorganization, liquidation,
dissolution or similar relief under any present or future federal bankruptcy act or any other
present or future applicable federal, state or other statute law, or makes an assignment for the
benefit of creditors or seeks or consents to or acquiesces in the appointment of any trustee,
receiver, liquidator or other similar official for Tenant or for all or any part of Tenant’s
property; or




          (e) A court of competent jurisdiction shall enter an order, judgment or decree adjudicating
Tenant bankrupt, or appointing a trustee, receiver or liquidator of Tenant, or of the whole or any
substantial part of its property, without the consent of Tenant, or approving a petition filed
against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the
United States, as now in effect or hereafter amended, or any state thereof, and such order,
judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of
entry thereof.




     Upon the occurrence of any one or more of such Events of Default, Landlord may, at its sole
option, give to Tenant notice of cancellation of this Lease (or of Tenant’s possession of the
Premises), in which event this Lease and the Term (or Tenant’s possession of the Premises) shall
terminate (whether or not the Term shall have commenced) with the same force and effect as if the
date set forth in the notice was the Expiration Date stated herein; and Tenant shall then quit and
surrender the Premises to Landlord, but Tenant shall remain liable for damages as provided in this
Article 15. Any notice of cancellation of the Term (or Tenant’s possession of the Premises) may be
given simultaneously with any notice of default given to Tenant.



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     Section 15.2 Landlord’s Remedies.



          (a) Possession/Relating. If this Lease and the Term, or Tenant’s right to
possession of the Premises, terminates as provided in Section 15.1:




               (i) Surrender of Possession. Tenant shall quit and surrender the Premises to Landlord, and
Landlord and its agents may immediately, or at any time after such termination, re-enter the
Premises or any part thereof, without notice, either by summary proceedings, or by any other
applicable action or proceeding, or by force (to the extent permitted by law) or otherwise in
accordance with applicable legal proceedings (without being liable to indictment, prosecution or
damages there for), and may repossess the Premises and dispossess Tenant and any other persons
from the Premises and remove any and all of their property and effects from the Premises.



               (ii) Landlord’s Relating. Landlord, at Landlord’s option, may relet all or any part of the
Premises from time to time, either in the name of Landlord or otherwise, to such tenant or
tenants, for any term ending before, on or after the Expiration Date, at such rental and upon such
other conditions (which may include concessions and free rent periods) as Landlord, in its sole
discretion, may determine. Landlord shall have no obligation to accept any tenant offered by
Tenant and shall not be liable for failure to relet or, in the event of any such relating, for
failure to collect any rent due upon any such relating; and no such failure shall relieve Tenant
of, or otherwise affect, any liability under this Lease. However, to the extent required by law,
Landlord shall use reasonable efforts to mitigate its damages but shall not be required to divert
prospective tenants from any other portions of the Building or Complex. Landlord, at Landlord’s
option, may make such alterations, decorations and other physical changes in and to the Premises
as Landlord, in its sole discretion, considers advisable or necessary in connection with such
relating or proposed relating, without relieving Tenant of any liability under this Lease or
otherwise affecting any such liability.



          (b) Tenant’s Waiver. Tenant, on its own behalf and on behalf of all persons claiming through
or under Tenant, including all creditors, hereby waives all rights which Tenant and all such
persons might otherwise have under any Requirement (i) to the service of any notice of intention
to re-enter or to institute legal proceedings, (ii) to redeem, or to re-enter or repossess the
Premises, or (iii) to restore the operation of this Lease, after (A) Tenant shall have been
dispossessed by judgment or by warrant of any court or judge, (B) any re-entry by Landlord, or (C)
any expiration or early termination of the term of this Lease, whether such dispossess, re-entry,
expiration or termination shall be by operation of law or pursuant to the provisions of this
Lease. The words “re-enter,” “re-entry” and “re-entered” as used in this Lease shall not be deemed
to be restricted to their technical legal meanings.




          (c) Tenant’s Breach. Upon the breach or threatened breach by Tenant, or any persons claiming
through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the
right to enjoin such breach and to invoke any other remedy allowed by law or in equity as if
re-entry, summary proceedings and other special remedies were not provided in this Lease for such
breach. The rights to invoke the remedies set forth above are cumulative and shall not preclude
Landlord from invoking any other remedy allowed at law or in equity.




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     Section 15.3 Landlord’s Damages.



     (a) Amount of Damages. If this Lease and the Term, or Tenant’s right to possession of the
Premises, terminates as provided in Section 15.1, then:



               (i) Tenant shall pay to Landlord all items of Rent payable under this Lease by Tenant to
Landlord prior to the date of termination;



               (ii) Landlord may retain all monies, if any, paid by Tenant to Landlord, whether as prepaid
Rent, a security deposit or otherwise, which monies, to the extent not otherwise applied to
amounts due and owing to Landlord, shall be credited by Landlord against any damages payable by
Tenant to Landlord;



               (iii) Tenant shall pay to Landlord, in monthly installments, on the days specified in this
Lease for payment of installments of Fixed Rent, any Deficiency; it being understood that Landlord
shall be entitled to recover the Deficiency from Tenant each month as the same shall arise, and no
suit to collect the amount of the Deficiency for any month, shall prejudice Landlord’s right to
collect the Deficiency for any subsequent month by a similar proceeding; and



               (iv) whether or not Landlord shall have collected any monthly Deficiency, Tenant shall pay to
Landlord, on demand, in lieu of any further Deficiency and as liquidated and agreed final damages,
a sum equal to the amount by which the Rent for the period which otherwise would have constituted
the unexpired portion of the Term (assuming the Additional Rent during such period to be the same
as was payable for the year immediately preceding such termination or re-entry, increased in each
succeeding year by 4% (on a compounded basis)) exceeds the then fair and reasonable rental value
of the Premises, for the same period (with both amounts being discounted to present value at a
rate of interest equal to 2% below the then Base Rate) less the aggregate amount of Deficiencies
theretofore collected by Landlord pursuant to the provisions of Section 15.3(a)(iii) for the same
period. If, before presentation of proof of such liquidated damages to any court, commission or
tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period
which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the
amount of rent reserved upon such reletting shall be deemed prima facie, to be the fair and
reasonable rental value for the part or the whole of the Premises so relet during the term of the
reletting.



          (b) Reletting. If the Premises, or any part thereof, shall be relet together with other space
in the Building, the rents collected or reserved under any such reletting and the expenses of any
such reletting shall be equitably apportioned for the purposes of this Section 15.3. Tenant shall
not be entitled to any rents collected or payable under any reletting, whether or not such rents
exceeds the Fixed Rent reserved in this Lease. Nothing contained in Article 15 shall be deemed to
limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be
obtained as damages by any Requirement, or of any sums or damages to which Landlord may be
entitled in addition to the damages set forth in this Section 15.3.




     Section 15.4 Interest. If any payment of Rent is not paid within 5 Business Days of when due,
interest shall accrue on such payment, from the date such payment became due until paid at the
interest Rate. Tenant acknowledges that late payment by Tenant of Rent will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation, processing



34









 




and accounting charges, and late charges that may be imposed on Landlord by the terms of any note
secured by a Mortgage covering the Premises. Therefore, in addition to interest,, if any amount is
not paid when due, a late charge equal to 5% of such amount shall be assessed; provided, however,
that on 2 occasions during any calendar year of the Term, Landlord shall give Tenant notice of
such late payment and Tenant shall have a period of 5 days thereafter in which to make such
payment before any late charge is assessed. Such interest and late charges are separate and
cumulative and are in addition to and shall not diminish or represent a substitute for any of
Landlord’s rights or remedies under any other provision of this Lease.




     Section 15.5 Other Rights of Landlord. If Tenant fails to pay any Additional Rent when due,
Landlord, in addition to any other right or remedy, shall have the same rights and remedies as in
the case of a default by Tenant in the payment of Fixed Rent. If Tenant is in arrears in the
payment of Rent, Tenant waives Tenant’s right, if any, to designate the items against which any
payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to
any items Landlord sees fit, regardless of any request by Tenant. Landlord reserves the right,
without lability to Tenant and without constituting any claim of constructive eviction, to suspend
furnishing or rendering to Tenant any property, material, labor, utility or other service,
whenever Landlord is obligated to furnish or render the same at the expense of Tenant, in the
event that (but only for so long as) Tenant is in arrears in paying Landlord for such items for
more than 5 days after notice from Landlord to Tenant demanding the payment of such arrears.



ARTICLE 16




LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES




     If Tenant defaults in the performance of its obligations under this Lease, Landlord, without
waiving such default, may perform such obligations at Tenant’s expense; (a) immediately, and
without notice, in the case of emergency or if the default (i) materially interferes with the use
by any other tenant of the Building or Complex, (ii) materially interferes with the efficient
operation of the Building or Complex, (iii) results in a violation of any Requirement, or (iv)
results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in
any other case if such default continues after 10 days from the date Landlord gives notice of
Landlord’s intention to perform the defaulted obligation. All costs and expenses incurred by
Landlord in connection with any such performance by it and all costs and expenses, including
reasonable counsel fees and disbursements, incurred by Landlord in any action or proceeding
(including any unlawful detainer proceeding) brought by Landlord to enforce any obligation of
Tenant under this Lease and/or right of Landlord in or to the Premises or as a result of any
default by Tenant under this Lease, together with an amount equal to fifteen percent (15%) thereof
for Landlord’s overhead, shall be paid by Tenant to Landlord on demand, with interest thereon at
the Interest Rate from the date incurred by Landlord, Except as expressly provided to the contrary
in this Lease, all costs and expenses which, pursuant to this Lease are incurred by Landlord and
payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for
any property, material, labor, utility or other services which, pursuant to this Lease,
attributable directly to Tenant’s use and occupancy of the Premises or presence at the Building or
Complex, or at the request and for the account of Tenant, are provided, furnished or rendered by
Landlord, shall become due and payable by Tenant to Landlord within 10 Business Days after receipt
of Landlord’s invoice for such amount.



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ARTICLE 17




NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL




     Section 17.1 No Representations. Except as expressly set forth herein, Landlord and
Landlord’s agents have made no warranties, representations, statements or promises with respect to
the Building, the Complex, the Real Property or the Premises and no rights, easements or licenses
are acquired by Tenant by Implication or otherwise. Tenant is entering into this Lease after full
investigation and is not relying upon any statement or representation made by Landlord not
embodied in this Lease.



     Section 17.2 No Money Damages. Wherever in this Lease Landlord’s consent or approval is
required, if Landlord refuses to grant such consent or approval, whether or not Landlord expressly
agreed that such consent or approval would not be unreasonably withheld, Tenant shall not make or
exercise, and Tenant hereby waives, any claim for money damages (including any claim by way of
set-off, counterclaim or defense) and/or any right to terminate this Lease based upon Tenant’s
claim or assertion that Landlord unreasonably withheld or delayed its consent or approval. Tenant’s
sole remedy shall be an action or proceeding to enforce such provision, by specific performance,
injunction or declaratory judgment. In no event shall Landlord be liable for, and Tenant, on
behalf of itself and all other Tenant Parties, hereby waives any claim for, any indirect,
consequential or punitive damages, including loss of profits or business opportunity, arising
under or in connection with this Lease.



     Section 17.3 Reasonable Efforts. For purposes of this Lease, “reasonable efforts” by Landlord
shall not include an obligation to employ contractors or labor at overtime or other premium pay
rates or to incur any other overtime costs or additional expenses whatsoever.



ARTICLE 18




END OF TERM




     Section 18.1 Expiration. Upon the expiration or other termination of this Lease, Tenant shall
quit and surrender the Premises to Landlord vacant, broom clean and in good order and condition,
ordinary wear and tear and damage for which Tenant is not responsible under the terms of this
Lease excepted, and Tenant shall remove all of Tenant’s Property and Specialty Alterations.



     Section 18.2 Holdover Rent. Landlord and Tenant recognize that Landlord’s damages resulting
from Tenant’s failure to timely surrender possession of the Premises may be substantial, may exceed
the amount of the Rent payable hereunder, and will be impossible to accurately measure.
Accordingly, if possession of the Premises is not surrendered to Landlord on the Expiration Date or
sooner termination of this Lease, Tenant shall be deemed to hold the Premises as a tenant at
sufferance, subject to all the terms, covenants and conditions of this Lease except that, in
addition to any other rights or remedies Landlord may have hereunder or at law, Tenant shall (a)
pay to Landlord for each month (or any portion thereof) during which Tenant holds over in the
Premises after the Expiration Date or sooner termination of this Lease, a sum equal to (i) with
respect to the first 2 calendar months of such holdover, one and one half times the Real payable
under this Lease for the last full calendar month of the Term, and (ii) with respect to any period
after the initial 2 calendar months of holdover, two times the Rent payable under this Lease for
the last full calendar month of the Term, (b) be liable to Landlord for (1) any payment or rent
concession which Landlord may be required to make to any tenant



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obtained by Landlord for all or any part of the Premises (a “New Tenant”) in order to induce such
New Tenant not to terminate its lease by reason of the holding-over by Tenant, and (2) the
loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of
the holding-over by Tenant, and (c) indemnify Landlord against all claims for damages by any
New Tenant. No holding-over by Tenant, nor the payment to Landlord of the amounts specified above,
shall operate to extend the Term hereof. Nothing herein contained shall be deemed to permit Tenant
to retain possession of the Premises after the Expiration Date or sooner termination of this
Lease, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner
termination of this Lease shall be deemed to be other than on account of the amount to be paid by
Tenant in accordance with the provisions of this Section 18.2.




ARTICLE 19




QUIET ENJOYMENT




     Provided this Lease is in full force and effect and no Event of Default then exists, Tenant
may peaceably and quietly enjoy the Premises without hindrance by Landlord or any person lawfully
claiming through or under Landlord or claiming a right superior to Landlord’s, subject to the
terms and conditions of this Lease and to all Superior Leases and Mortgages.



ARTICLE 20




NO SURRENDER; NO WAIVER




     Section 20.1 No Surrender or Release. No act or thing done by Landlord or Landlord’s agents
or employees during the Term shall be deemed an acceptance of a surrender of the Premises, and no
provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver is in
writing and is signed by Landlord.



     Section 20.2 No Waiver. The failure of either party to seek redress for violation of, or to
insist upon the strict performance of, any covenant or condition of this Lease, or any of the
Rules and Regulations, shall not be construed as a waiver or relinquishment for the future
performance of such obligations of this Lease or the Rules and Regulations, or of the right to
exercise such election but the same shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission. The receipt by Landlord of any Rent payable
pursuant to this Lease or any other sums with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of
a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than a payment
on account of the earliest stipulated Rent, or as Landlord may elect to apply such payment, nor
shall any endorsement or statement on any check or any letter accompanying any check or payment as
Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy
provided in this Lease.



ARTICLE 21




WAIVER OF TRIAL BY JURY; COUNTERCLAIM




     Section 21.1 Jury Trial Waiver. LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER




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PARTY AGAINST THE OTHER ON ANY MATTERS IN ANY WAY ARISING OUT OF OR CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR THE ENFORCEMENT
OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE.




     Section 21.2 Waiver of Counterclaim. If Landlord commences any summary proceeding against
Tenant, Tenant will not interpose any counterclaim of any nature or description in any such
proceeding and will not seek to consolidate such proceeding with any other action which may have
been or will be brought in any other court by Tenant.



ARTICLE 22




NOTICES




     Except as otherwise expressly provided in this Lease, all consents, notices, demands,
requests, approvals or other communications given under this Lease shall be in writing and shall
be deemed sufficiently given or rendered if delivered by hand (provided a signed receipt is
obtained) or if sent by registered or certified mail (return receipt requested) or by a nationally
recognized overnight delivery service making receipted deliveries, addressed to Landlord and
Tenant as set forth in Article 1, and to any Mortgagee or Lessor who shall require copies of
notices and whose address is provided to Tenant, or to such other address(es) as Landlord, Tenant
or any Mortgagee or Lessor may designate as its new address(es) for such purpose by notice given
to the other in accordance with the provisions of this Article 22. Any such approval, consent,
notice, demand, request or other communication shall be deemed to have been given on the date of
receipted delivery, refusal to accept delivery or when delivery is first attempted but cannot be
made due to a change of address for which no notice is given or 3 Business Days after it shall
have been mailed as provided in this Article 22, whichever is earlier.



ARTICLE 23




RULES AND REGULATIONS




     All Tenant Parties shall observe and comply with the Rules and Regulations, as supplemented or
amended from time to time. Landlord reserves the right, from time to time, to adopt additional
reasonable Rules and Regulations and to reasonably amend the Rules and Regulations then in effect.
Nothing contained in this Lease shall impose upon Landlord any obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease against any other Building or
Complex tenant, and Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its employees, agents, visitors or licensees. Landlord agrees not to enforce the Rules and
Regulations more stringently against Tenant than against other tenants of the Building or Complex
in general. To the extent Tenant is permitted access to the adjoining property in the Complex, the
Rules and Regulations shall apply thereto.



ARTICLE 24




BROKER




     Landlord has retained Landlord’s Agent as leasing agent in connection with this Lease and
Landlord will be solely responsible for any fee that may be payable to Landlord’s Agent. Landlord
agrees to pay a commission to Tenant’s Broker pursuant to a separate agreement. Each of Landlord
and Tenant represents and warrants to the other that neither it nor its agents




38









 







have dealt with any broker in connection with this Lease other than Landlord’s Agent and Tenant’s
Broker. Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party
harmless from and against any and all Losses which the indemnified party may incur by reason
of any claim of or liability to any broker, finder or like agent (other than Landlord’s Agent and
Tenant’s Broker) arising out of any dealings claimed to have occurred between the indemnifying
party and the claimant in connection with this Lease, and/or the above representation being false.




ARTICLE 25




INDEMNITY




     Section 25.1 Tenant’s Indemnity. Tenant shall not do or permit to be done any act or thing
upon the Premises, the Building or Complex which may subject Landlord to any liability or
responsibility for injury, damages to persons or property or to any liability by reason of any
violation of any Requirement, and shall exercise such control over the Premises as to fully
protect Landlord against any such liability. Except to the extent of any such injury or damage
resulting from the negligence or willful misconduct of Landlord or Landlord’s agents or employees,
Tenant shall indemnify, defend, protect and hold harmless each of the Indemnitees from and against
any and all Losses, resulting from any claims (i) against the Indemnitees arising from any act,
omission or negligence of all Tenant Parties, (ii) against the Indemnitees arising from any
accident, injury or damage to any person or to the property of any person and occurring in or
about the Premises, and (iii) against the Indemnitees resulting from any breach, violation or
nonperformance of any covenant, condition or agreement of this Lease on the part of Tenant to be
fulfilled, kept, observed or performed.



     Section 25.2 Landlord’s Indemnity. Landlord shall indemnify, defend, protect and hold
harmless Tenant and the Tenant Parties from and against all Losses incurred by Tenant arising from
any accident, injury or damage to any person or the property of any person in or about the Common
Areas (specifically excluding the Premises) to the extent attributable to the negligence or
willful misconduct of Landlord or its employees or agents or resulting from any breach, violation
or non-performance of any covenant, condition or agreement of this Lease on the part of Landlord
to be fulfilled, kept, observed or performed.



     Section 25.3 Defense and Settlement. If any claim, action or proceeding is made or brought
against any Indemnitee, then upon demand by an Indemnitee, Tenant, at its sole cost and expense,
shall resist or defend such claim, action or proceeding In the Indemnitee’s name (if necessary), by
attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld (attorneys
for Tenant’s insurer shall be deemed approved for purposes of this Section 25.3). Notwithstanding
the foregoing, an Indemnitee may retain its own attorneys to participate or assist in defending any
claim, action or proceeding involving potential liability in excess of the amount available under
Tenant’s liability insurance carried under Section 11.1 for such claim and Tenant shall pay the
reasonable fees and disbursements of such attorneys. If Tenant fails to diligently defend or If
there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel
at Tenant’s reasonable expense. Notwithstanding anything herein contained to the contrary, Tenant
may direct the Indemnitee to settle any claim, suit or other proceeding provided that (a) such
settlement shall involve no obligation on the part of the Indemnitee other than the payment of
money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by
Tenant at the time such settlement is reached, (c) such settlement shall not require the Indemnitee
to admit any liability, and (d) the




39









 







Indemnitee shall have received an unconditional release from the other parties to such claim, suit
or other proceeding.




     Section 25.4 Defense and Settlement. If any claim, action or proceeding is made or brought
against Tenant or the Tenant Parties (a “Tenant Indemnitee”), then upon demand by such Tenant
indemnitee, Landlord, at its sole cost and expense, shall resist or defend such claim, action or
proceeding in the Tenant indemnitee’s name (if necessary), by attorneys approved by the Tenant
indemnitee, which approval shall not be unreasonably withheld (attorneys for Landlord’s insurer
shall be deemed approved for purposes of this Section 25.3). Notwithstanding the foregoing, a
Tenant Indemnitee may retain its own attorneys to participate or assist in defending any claim,
action or proceeding involving potential liability in excess of the amount available under
Landlord’s liability insurance carried under Section 11.1 for such claim and Landlord shall pay
the reasonable fees and disbursements of such attorneys. If Landlord fails to diligently defend or
if there is a legal conflict or other conflict of interest, then Tenant may retain separate
counsel at Landlord’s reasonable expense. Notwithstanding anything herein contained to the
contrary, Landlord may direct the Tenant Indemnitee to settle any claim, suit or other proceeding
provided that (a) such settlement shall involve no obligation on the part of the Tenant Indemnitee
other than the payment of money, (b) any payments to be made pursuant to such settlement shall be
paid In full exclusively by Landlord at the time such settlement is reached, (c) such settlement
shall not require the Tenant Indemnitee to admit any liability, and (d) the Tenant Indemnitee
shall have received an unconditional release from the other parties to such claim, suit or other
proceeding.



ARTICLE 26




MISCELLANEOUS




     Section 26.1 Delivery. This Lease shall not be binding upon Landlord or Tenant unless and
until Landlord shall have executed and delivered a fully executed copy of this Lease to Tenant.



     Section 26.2 Transfer of Real Property. Landlord’s obligations under this Lease shall not be
binding upon the Landlord named herein after the sale, conveyance, assignment or transfer
(collectively, a “Landlord Transfer”) by such Landlord (or upon any subsequent landlord after the
Landlord Transfer by such subsequent landlord) of its interest in the Building, Complex or the Real
Property, as the case may be, and in the event of any such Landlord Transfer, Landlord (and any
such subsequent Landlord) shall be entirely freed and relieved of all covenants and obligations of
Landlord hereunder arising from and after the date of the Landlord Transfer, and the transferee of
Landlord’s interest (or that of such subsequent Landlord) in the Building, Complex or the Real
Property, as the case may be, shall be deemed to have assumed all obligations under this Lease
arising from and after the date of the Landlord Transfer.



     Section 26.3 Limitation on Liability. The liability of Landlord for Landlord’s obligations
under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not
look to any other properly or assets of Landlord or the property or assets of any direct or
indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of
Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s obligations under
this Lease or to satisfy a judgment for Landlord’s failure to perform such



40









 




obligations; and none of the Parties shall be personally liable for the performance of Landlord’s
obligations under this Lease.




     Section 26.4 Rent. All amounts payable by Tenant to or on behalf of Landlord under this Lease,
whether or not expressly denominated Fixed Rent, Tenant’s Tax Payment, Tenant’s Operating Payment,
Additional Rent or Rent, shall constitute rent for the purposes of Section 502(b)(6) of the United
States Bankruptcy Code.



     Section 26.5 Entire Document. This Lease (including any Schedules and Exhibits referred to
herein and all supplementary agreements provided for herein) contains the entire agreement between
the parties and all prior negotiations and agreements are merged into this Lease. All of the
Schedules and Exhibits attached hereto are incorporated in and made a part of this Lease, provided
that in the event of any Inconsistency between the terms and provisions of this Lease and the
terms and provisions of the Schedules and Exhibits hereto, the terms and provisions of this Lease
shall control.



     Section 26.6 Governing Law. This Lease shall be governed in all respects by the laws of the
State of Illinois.



     Section 26.7 Unenforceability. If any provision of this Lease, or its application to any
person or entity or circumstance, shall ever be held to be invalid or unenforceable, then in each
such event the remainder of this Lease or the application of such provision to any other person or
entity or any other circumstance (other than those as to which it shall be invalid or
unenforceable) shall not be thereby affected, and each provision hereof shall remain valid and
enforceable to the fullest extent permitted by law.



     Section 26.8 Lease Disputes.



          (a) Tenant agrees that all disputes arising, directly or indirectly, out of or relating to
this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the
state courts of the State of Illinois or the United States District Court for the Northern
District of Illinois and for that purpose hereby expressly and irrevocably submits itself to the
jurisdiction of such courts. Tenant agrees that so far as is permitted under applicable law, this
consent to personal jurisdiction shall be self-operative and no further instrument or action,
other than service of process in one of the manners specified in this Lease, or as otherwise
permitted by law, shall be necessary in order to confer jurisdiction upon it in any such court.




          (b) To the extent that Tenant has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its
property, Tenant irrevocably waives such immunity in respect of its obligations under this Lease.




     Section 26.9 Landlord’s Agent. Unless Landlord delivers notice to Tenant to the contrary,
Landlord’s Agent is authorized to act as Landlord’s agent in connection with the performance of
this Lease, and Tenant shall be entitled to rely upon correspondence received from Landlord’s
Agent. Tenant acknowledges that Landlord’s Agent is acting solely as agent for Landlord in
connection with the foregoing; and neither Landlord’s Agent nor any of its direct or indirect
partners, members, managers, officers, shareholders, directors, employees, principals, agents or
representatives shall have any liability to Tenant in connection with the performance




41









 







of this Lease, and Tenant waives any and all claims against any and all of such parties arising
out of, or in any way connected with, this Lease, the Building, the Complex or the Real Property.




     Section 26.10 Estoppel. Within 20 days following request from Landlord, any Mortgagee or any
Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form
reasonably satisfactory to Landlord, (a) stating the Commencement Date and the Expiration Date,
and that this Lease is then in full force and effect and has not been
modified (or if modified,
setting forth all modifications), (b) setting forth the date to which the Fixed Rent and any
Additional Rent have been paid, together with the amount of monthly Fixed Rent and Additional Rent
then payable, (c) stating whether or not, to the best of Tenant’s knowledge, Landlord is in
default under this Lease, and, if Landlord is in default, setting forth the specific nature of all
such defaults, (d) stating the amount of the Letter of Credit, if any, under this Lease, (e)
stating whether there are any subleases or assignments affecting the Premises, (f) stating the
address of Tenant to which all notices and communications under the Lease shall be sent, and (g)
responding to any other factual matters reasonably requested by Landlord, such Mortgagee or such
Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 26,10 may be
relied upon by any purchaser or owner of the Real Property, the Building, the Complex, or all or
any portion of Landlord’s interest in the Real Property, the Building, the Complex, or any
Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof.



     Section 26.11 Certain Interpretational Rules. For purposes of this Lease, whenever the words
“include”, “includes”, or “including” are used, they shall be deemed to be followed by the words
“without limitation” and, whenever the circumstances or the context requires, the singular shall
be construed as the plural, the masculine shall be construed as the feminine and/or the neuter and
vice versa. This Lease shall be Interpreted and enforced without the aid of any canon, custom or
rule of law requiring or suggesting construction against the party drafting or causing the
drafting of the provision in question. The captions in this Lease are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope of this Lease or
the intent of any provision hereof.



     Section 26.12 Parties Bound. The terms, covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of Landlord and Tenant and, except as otherwise
provided in this Lease, to their respective legal representatives, successors, and assigns.



     Section 26.13 No Recordation of Lease. This Lease shall not be recorded by either Landlord or
Tenant.



     Section 26.14 Counterparts. This Lease may be executed in 2 or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute but
one instrument.



     Section 26.15 Survival. All obligations and liabilities of Landlord or Tenant to the other
which accrued before the expiration or other termination of this Lease, and all such obligations
and liabilities which by their nature or under the circumstances can only be, or by the provisions
of this Lease may be, performed after such expiration or other termination, shall survive the
expiration or other termination of this Lease. Without limiting the generality of the foregoing,
the rights and obligations of the parties with respect to any indemnity under this Lease, and with
respect to any Rent and any other amounts payable under this Lease, shall survive the expiration
or other termination of this Lease.



42









 





     Section 26.16 Inability to Perform. Landlord and Tenant shall use reasonable efforts to
promptly notify each other of any Unavoidable Delay which prevents such party from fulfilling any
of its obligations under this Lease. Notwithstanding the foregoing, in no event shall an
Unavoidable Delay affect, impair or excuse Tenant’s obligation to (i) timely pay all Rent, (ii) to
timely deliver notice of exercise of its renewal right, or (iii) to maintain all insurance required
to be maintained by Tenant under this Lease.



     Section 26.17 Financial Statements. Tenant shall from time to time, within ten (10) Business
Days after request by Landlord in connection with a sale or refinancing of the Building, deliver
to Landlord financial statements (including balance sheets and income/expense statements) for
Tenant’s then most recent full and partial fiscal years immediately preceding such request,
certified by an independent certified public accountant or Tenant’s chief financial officer and in
form reasonably satisfactory to Landlord.



     Section 26.18 Tax Status of Beneficial Owner. Tenant recognizes and acknowledges that
Landlord and/or certain beneficial owners of Landlord may from time to time qualify as real estate
investment trusts pursuant to Sections 856 et seq. of the Internal Revenue Code of 1986 as amended
(the “Code”) and that avoiding (a) the loss of such status, (b) the receipt of any income derived
under any provision of this Lease that does not constitute “rents from real property” in the case
of real estate investment trusts), and (c) the imposition of income, penalty or similar taxes
(each an “Adverse Event”) is of material concern to Landlord and such beneficial owners. In the
event that this Lease or any document contemplated hereby could, in the opinion of counsel to
Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with Landlord in
negotiating an amendment or modification thereof and shall at the request of Landlord execute and
deliver such documents reasonably required to effect such amendment or modification. Any amendment
or modification pursuant to this Section 26.18 shall be structured so that the net economic
results to Landlord and Tenant shall be identical to those set forth in this Lease without regard
to such amendment or modification. Without limiting any of Landlord’s other rights under this
Section 26.18, Landlord may waive the receipt of any amount payable to Landlord hereunder and such
waiver shall constitute an amendment or modification of this Lease with respect to such payment.
Tenant expressly covenants and agrees not to enter into any sublease or assignment which provides
for rental or other payment for such use, occupancy, or utilization based in whole or in part on
the net income or profits derived by any person from the property leased, used, occupied, or
utilized (other than an amount based on a fixed percentage or percentages of receipts or sales),
and that any such purported sublease or assignment shall be absolutely void and ineffective as a
conveyance of any right or interest in the possession, use, occupancy, or utilization of any part
of the Premises.



ARTICLE 27




LETTER OF CREDIT




     Section 27.1 Form of Letter of Credit; Letter of Credit Amount. Concurrently with Tenant’s
execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful
performance by Tenant of all of its obligations under this Lease and for all losses and damages
Landlord may suffer as a result of any breach or default by Tenant under this Lease, an irrevocable
and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form
attached hereto as Exhibit G and containing the terms required herein, payable in the City of
Chicago, Illinois, running in favor of Landlord and issued by a solvent, nationally recognized bank
with a long term rating of BBB or higher, under the supervision of the Office of Banks and Real
Estate of the State of Illinois, or a national banking association, in the amount



43









 




of Two Hundred Ninety Three Thousand Two Hundred Fifty Seven and 00/100 Dollars ($293,257.00) (the
“Letter of Credit Amount”). The Letter of Credit shall (i) be “callable” at sight,
irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or
extension, for the period from the Commencement Date and continuing until the date (the “LC
Expiration Date”) that is one hundred twenty (120) days after the expiration of the Term (as the
same may be extended), and Tenant shall deliver a new Letter of Credit or certificate of renewal
or extension to Landlord at least ninety (90) days prior to the expiration of the Letter of Credit
then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully
assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple
presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for
Documentary Credits (1993 Revision) International Chamber of Commerce Publication #500. If Tenant
exercises its option to extend the Term pursuant to Article 28 of this Lease then, not later than
ninety (90) days prior to the commencement of the Renewal Term, Tenant shall deliver to Landlord a
new Letter of Credit or certificate of renewal or extension evidencing the LC Expiration Date as
one hundred twenty (120) days after the expiration of the Renewal Term. The form and terms of the
Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord, in
Landlord’s reasonable discretion. Landlord, or its then managing agent, shall have the right to
draw down an amount up to the face amount of the Letter of Credit if any of the following shall
have occurred or be applicable: (1) such amount is due to Landlord under the terms and conditions
of this Lease, or (2) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any
state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been
filed against Tenant under the Bankruptcy Code, or (4) the Bank has notified Landlord that the
Letter of Credit will not be renewed or extended through the LC Expiration Date. The Letter of
Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw
upon the Letter of Credit.




     Section 27.2 Transfer of Letter of Credit by Landlord. The Letter of Credit shall also
provide that Landlord, its successors and assigns, may, at any time and without notice to Tenant
and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any
portion of its interest in and to the Letter of Credit to another party, person or entity,
regardless of whether or not such transfer is separate from or as a part of the assignment by
Landlord of its rights and interests in and to this Lease, In the event of a transfer of
Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in
part, to the transferee and thereupon Landlord shall, without any further agreement between the
parties, be released by Tenant from all liability therefor, and it is agreed that the provisions
hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of
Credit to a new landlord. In connection with any such transfer of the Letter of Credit by
Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such
applications, documents and instruments as may be necessary to effectuate such transfer, and
Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection
therewith.



     Section 27.3 Maintenance of Letter of Credit by Tenant. If, as a result of any drawing by
Landlord on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter
of Credit Amount, Tenant shall, within five (5) Business Days thereafter, provide Landlord with
additional letter(s) of credit in an amount equal to the deficiency, and any such additional
letter(s) of credit shall comply with all of the provisions of this Article 27, and if Tenant fails
to comply with the foregoing, notwithstanding anything to the contrary contained in Section 15.1 of
this Lease, the same shall constitute an Event of Default by Tenant. Tenant further covenants and
warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that
neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. Without




44









 







limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC
Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in
effect and delivered to Landlord, as applicable, not later than ninety (90) days prior to the
expiration of the Letter of Credit), which shall be irrevocable and automatically renewable
as above provided through the LC Expiration Date upon the same terms as the expiring Letter of
Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if
the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in
the amount and in accordance with the terms set forth in this Article 27, Landlord shall have the
right to present the Letter of Credit to the Bank in accordance with the terms of this Article 27,
and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by
Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that
Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any
breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of
Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant
within thirty (30) days after the LC Expiration Date the amount of any proceeds of the Letter of
Credit received by Landlord and not applied against any Rent payable by Tenant under this Lease
that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or
reasonably estimated by Landlord that it will suffer) as a result of any breach or default by
Tenant under this Lease; provided, however, that if prior to the LC Expiration Date a voluntary
petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s
creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in
the amount of the unused Letter of Credit proceeds until either all preference issues relating to
payments under this Lease have been resolved in such bankruptcy or reorganization case or such
bankruptcy or reorganization case has been dismissed.




     Section 27.4 Landlord’s Right to Draw Upon Letter of Credit. Tenant hereby acknowledges and
agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord
to draw upon the Letter of Credit upon the occurrence of any breach or default on the part of
Tenant under this Lease. If an Event of Default shall occur, Landlord may, but without obligation
to do so, and without notice to Tenant, draw upon the Letter of Credit, in part or in whole, to
cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any
kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from
Tenant’s breach or default. The use, application or retention of the Letter of Credit, or any
portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy
provided by this Lease or by any applicable law, it being intended that Landlord shall not first be
required to proceed against the Letter of Credit, and shall not operate as a limitation on any
recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way
with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a
“draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists
between Tenant and Landlord as to Landlord’s right to draw upon the Letter of Credit. No condition
or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the
issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely
manner. Tenant agrees and acknowledges that (a) the Letter of Credit constitutes a separate and
independent contract between Landlord and the Bank, (b) Tenant is not a third party beneficiary of
such contract, (c) Tenant has no property interest whatsoever in the Letter of Credit or the
proceeds thereof, and (d) in the event Tenant becomes a debtor under any chapter of the Bankruptcy
Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict
or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by
application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise.



45









 





Section 27.5 Potential Reduction of Letter of Credit.




          (a) Definitions. For purposes of this Section 27.5, the following terms shall
have the meanings set forth below:




               (i) “Reduction Date” means August 1, 2007 and each August 1st thereafter
during the Term, including but not after August 1, 2015.



               (ii) “Reduced Amount” means an amount equal to the amount shown on the chart below for
such Reduction Date:



	 	 	 	 	 
	Reduction Date	 	Reduced Amount	 
	August 1, 2007
	 	$	234,606.00	 
	August 1, 2008
	 	$	187,685.00	 
	August 1, 2009
	 	$	150,148.00	 
	August 1, 2010
	 	$	120,118.00	 
	August 1, 2011
	 	$	96,095.00	 
	August 1, 2012
	 	$	76,876.00	 
	August 1, 2013
	 	$	61,501.00	 
	August 1, 2014
	 	$	49,200.00	 
	August 1, 2015
	 	$	39,360.00	 






          (b) Reduction Procedure.




               (i) Following each Reduction Date, and provided that (A) no Event of Default or default that,
with the giving of notice and/or the passage of time, shall constitute an Event of Default, then
exists and (B) no Event of Default described in Section 15.1(a) hereof has occurred on two or more
occasions during the portion of the Term preceding such Reduction Date, Tenant shall be entitled
to reduce the Letter of Credit to the Reduced Amount corresponding to such Reduction Date.



               (ii) Promptly following any such Reduction Date, Tenant may provide written notice to Landlord
of any such permitted reduction in the amount of the Letter of Credit, which notice shall
additionally certify that Tenant is in compliance with all requirements of this Article 27, and
from and after Landlord’s receipt of such notice and confirmation of Tenant’s compliance with such
requirements, Tenant shall be authorized to deliver a substitute or amended Letter of Credit to
Landlord satisfying the requirements set forth in Section 27.1 above and in the Reduced Amount as
set forth in this Section, and Landlord shall exchange the prior Letter of Credit for the
substitute Letter of Credit in cooperation with the Issuing Bank.



               (iii) Notwithstanding anything to the contrary herein, if the Letter of Credit is reduced
pursuant to this Section to $39,360.00, Tenant shall not be entitled to any further reduction of
the Letter of Credit for the remainder of the Term of this Lease, including any renewal or
extension thereof.




46









 








ARTICLE 28




RENEWAL OPTION




     Section 28.1 Renewal Option. Tenant shall have the right to renew the Term for all of the
Premises for one (1) renewal term of five (5) years (the “Renewal Term”) which shall commence on
the day following the expiration of the initial Term and end on the fifth (5th)
anniversary of the Expiration Date, unless such Renewal Term shall sooner terminate pursuant
to any of the terms of this Lease or otherwise. The Renewal Term shall commence only if (a) Tenant
shall have notified Landlord in writing of Tenant’s exercise of such renewal right not more than
fifteen (15) months nor less than twelve (12) months prior to the Expiration Date, (b) at the time
of the exercise of such right and immediately prior to the Expiration Date, no Event of Default
shall have occurred and be continuing hereunder, (c) the Tenant named herein (i.e., KR Callahan &
Company, LLC) shall not have assigned the Lease and shall be in occupancy of one hundred percent
(100%) of the rentable area of the Premises at the time such notice is given, and (d) there shall
not have occurred any material adverse change in the financial condition of Tenant from the
condition described in the financial statements submitted by Tenant to Landlord in connection with
this Lease, Time is of the essence with respect to the giving of the notice of Tenant’s exercise
of the renewal option. The Renewal Term shall be upon all of the agreements, terms, covenants and
conditions hereof binding upon Tenant, except that the Fixed Rent shall be determined as provided
in Section 28.2 and Tenant shall have no further right to renew the Term following the expiration
of the Renewal Term. Upon the commencement of the Renewal Term, (A) the Renewal Term shall be
added to and become part of the Term (but shall not be considered part of the initial Term), (B)
any reference to “this Lease,” to the “Term,” and “term of this Lease” or any similar expression
shall be deemed to include such Renewal Term, and (C) the expiration of such Renewal Term shall
become the Expiration Date.



     Section 28.2 Renewal Term Rent. If the Term shall be renewed as provided in this Article 28,
the annual Fixed Rent payable during the Renewal Term shall be equal to ninety-five percent (95%)
of the Fair Market Value, as hereinafter defined. As used herein, the term “Fair Market Value”
shall mean the fair market annual Fixed Rent of the Premises as of the commencement date of the
Renewal Term (the “Calculation Date”), for a term equal to the Renewal Term, based on comparable
space in the Building, or on comparable space in first-class office buildings of comparable age and
quality in the West Loop downtown area of Chicago, Illinois, including all of Landlord’s services
provided for in this Lease, and with the Premises considered as vacant, and in “as is” condition
existing as of the Calculation Date. The calculation of Fair Market Value shall also be adjusted to
take into account any Landlord Concessions (as defined below), if any. Within thirty (30) days
following Landlord’s receipt of Tenant’s notice in which Tenant exercises Tenant’s renewal option,
Landlord shall advise Tenant in writing (the “Rent Notice”) of (x) Landlord’s determination of Fair
Market Value, and (y) any concessions, allowances or other benefits Landlord is willing to offer
Tenant for the Renewal Term (the “Landlord Concessions”). If Tenant shall disagree with Landlord’s
determination of Fair Market Value, Tenant shall have the right to rescind its earlier exercise of
its renewal right by notifying Landlord in writing within thirty (30) days of Tenant’s receipt of
Landlord’s Rent Notice, whereupon the Term of the Lease shall end on the Expiration Date. If Tenant
shall fail to timely exercise such rescission right, the Term of this Lease shall be extended for
the Renewal Term upon the terms and conditions set forth in the Rent Notice.



     Section 28.3 Agreement of Terms. Landlord and Tenant, at either party’s request, shall
promptly execute and exchange an appropriate agreement evidencing the extension of the




47









 







Term for the Renewal Term and the terms of such Renewal Term in a form reasonably satisfactory to
both parties, but no such agreement shall be necessary in order to make the provisions hereof
effective.




ARTICLE 29




TENANT’S EARLY TERMINATION RIGHT



Provided that no Event of Default shall have occurred under this Lease and be continuing hereunder
at either the time of exercise or as of the Early Termination Date, Tenant shall have a one (1)
time option, exercisable if at all, by irrevocable notice to Landlord delivered no later than the
last day of the seventy-second (72nd) month of the initial Term to terminate this Lease effective
as of the last day of the eighty-fourth (84th) month of the initial Lease Term (the
“Early Termination Date”). If Tenant elects to so terminate this Lease, Tenant shall pay to
Landlord a termination fee in the amount of $270,928.55 (the “Termination Fee”) simultaneously with
Tenant’s delivery of the notice of termination. If Tenant fails to timely deliver to Landlord its
notice of termination or timely make its payment of the Termination Fee, the Tenant’s rights
pursuant to this Article 29 shall lapse and be of no further force or effect.




[Signature Page Follows]




48









 





     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	227 MONROE STREET, INC.,	 	 	 	KR CALLAHAN & COMPANY, LLC,	 	 
	a Delaware corporation	 	 	 	an Illinois limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David Augarten
 

David Augarten
	 	 	 	By:
	 	/s/ Kevin R. Callahan
 

	 	 
	Its:

	 	Vice President
 

	 	 	 	Its:
	 	Senior Partner
 

	 	 






49









 





EXHIBIT A




Floor Plan



The floor plan which follows is intended solely to identify the general location of the
Premises, and should not be used for any other purpose. All areas, dimensions and locations are
approximate, and any physical conditions indicated may not exist as shown.




A-1









 





EXHIBIT B




Definitions




     Base Rate: The annual rate of interest publicly announced from time to time by Citibank,
N.A., or its successor, in New York, New York as its “base rate” (or such other term as may be
used by Citibank, N.A., from time to time, for the rate presently referred to as its “base rate”).



     Building Systems: The mechanical, electrical, plumbing, sanitary, sprinkler, heating,
ventilation and air conditioning, security, life-safety, elevator and other service systems or
facilities of the Building up to the point of connection of localized distribution to the Premises
(excluding, however, supplemental HVAC systems of tenants, sprinklers and the horizontal
distribution systems within and servicing the Premises and by which mechanical, electrical,
plumbing, sanitary, heating, ventilating and air conditioning, security, life-safety and other
service systems are distributed from the base Building risers, feeders, panelboards, etc. for
provision of such services to the Premises).



     Business
Days: All days, excluding Saturdays, Sundays and Observed Holidays.



     Code: The Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder, as amended.



     Common Areas: The lobby, plaza and sidewalk areas, and other similar areas of general access
on or in the Real Property or Complex and the areas on individual multi-tenant floors in the
Building devoted to corridors, elevator lobbies, restrooms, and other similar facilities serving
the Premises.



     Comparable Buildings: First-class office buildings of comparable age and quality in Chicago,
Illinois.



     Complex: The Real Property and the adjoining property, which together are known as Franklin
Center and are comprised of the AT&T Corporate Center and the USG Building, located at,
respectively, 227 West Monroe Street and 222 West Adams Street, Chicago, Illinois.



     Deficiency: The difference between (a) the Fixed Rent and Additional Rent for the period which
otherwise would have constituted the unexpired portion of the Term (assuming the Additional Rent
for each year thereof to be the same as was payable for the year immediately preceding such
termination or re-entry), and (b) the net amount, if any, of rents collected under any reletting
effected pursuant to the provisions of the Lease for any part of such period (after first deducting
from such rents all expenses incurred by Landlord in connection with the termination of this Lease,
Landlord’s re-entry upon the Premises and such reletting, including repossession costs, brokerage
commissions, attorneys’ fees and disbursements, and alteration costs).



     Excluded Expenses: (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c)
mortgage amortization and interest; (d) leasing commissions; (e) the cost of tenant installations
and decorations incurred in connection with preparing space for any Building tenant, including workletters and concessions; (f) fixed rent under Superior Leases, if any; (g) management fees to the
extent in excess of the greater of (A) 3.5% of the gross rentals and other revenues collected for
the Real Property (plus reimbursable expenses payable in



B-1









 




connection with property management services), and (B) fees charged by Landlord or related
entities for the management by any of them of other first class properties in the area of the
Building; (h) wages, salaries and benefits paid to any persons above the grade of property
manager or chief engineer; (i) legal and accounting fees relating to (A) disputes with
tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers,
prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property
or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (j) costs of
services provided to other tenants of the Building on a “rent-inclusion” basis which are not
provided to Tenant on such basis; (k) costs that are reimbursed out of insurance, warranty or
condemnation proceeds, or which are reimbursed by Tenant or other tenants other than pursuant to
an expense escalation clause; (l) costs in the nature of penalties or fines; (m) allowances,
concessions or other costs and expenses of improving or decorating any demised or demisable space
in the Building; (n) advertising and promotional expenses in connection with leasing of the
Building; (o) the costs of installing, operating and maintaining a specialty improvement,
including a conference center, a cafeteria, lodging or private dining facility, or an athletic,
luncheon or recreational club unless Tenant is permitted to make use of such facility without
additional cost (other than payments for key deposits, use of towels, or other incidental items)
or on a subsidized basis consistent with other users; (p) any costs or expenses (including fines,
interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating
Expenses or Taxes; (q) costs incurred in connection with the removal, encapsulation or other
treatment of asbestos or any other Hazardous Materials (classified as such on the Effective Date)
existing in the Premises in violation of applicable Requirements as of the date hereof; (r) the
cost of capital improvements other than those expressly included in Operating Expenses pursuant to
Section 7.1; (s) costs of any leasing office located at the Building; (t) costs due to violation
by Landlord or its agent of the terms and conditions of any lease or of any law, statute,
ordinance or of any insurance rating bureau or other quasi-public authority, or of any debt
agreement or ground lease; (u) any cost paid to any person or entity related to Landlord which is
in excess of the amount which would be paid absent such relationships; and (v) expenses incurred
by Landlord in connection with the transfer or disposition of the Land or Building or Landlord’s
interest therein.




     Governmental Authority: The United States of America, the City of Chicago, County of Cook, or
State of Illinois, or any political subdivision, agency, department, commission, board, bureau or
instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction
over the Real Property.



     Hazardous Materials: Any substances, materials or wastes currently or in the future deemed or
defined in any Requirement as “hazardous substances,” “toxic substances,” “contaminants,”
“pollutants” or words of similar import.



     HVAC System: The Building System designed to provide heating, ventilation and air
conditioning.



     Indemnitees: Landlord, Landlord’s Agent, each Mortgagee and Lessor, and each of their
respective direct and indirect partners, officers, shareholders, directors, members, managers,
trustees, beneficiaries, employees, principals, contractors, servants, agents, and representatives.



     Lessor: A lessor under a Superior Lease.



B-2









 





     Losses: Any and all losses, liabilities, damages, claims, judgments, fines, suits, demands,
costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and
disbursements) incurred in connection with any claim, proceeding or judgment and the defense
thereof, and including all costs of repairing any damage to the Premises or the or the
appurtenances of any of the foregoing to which a particular indemnity and hold harmless agreement
applies.



     Mortgage(s): Any mortgage, trust indenture or other financing document which may now or
hereafter affect the Premises, the Real Property, the Building or any Superior Lease and the
leasehold interest created thereby, and all renewals, extensions, supplements, amendments,
modifications, consolidations and replacements thereof or thereto, substitutions therefor, and
advances made thereunder.



     Mortgagee(s): Any mortgagee, trustee or other holder of a Mortgage.



     Observed Holidays: New Years Day, Martin Luther King Day, Presidents Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day, plus days observed by the State
of Illinois, the City of Chicago and/or the labor unions servicing the Building as holidays.



     Ordinary Business Hours: 8:00 a.m. to 6:00 p.m. on Business Days.



     Prohibited Use: Any use or occupancy of the Premises that in Landlord’s reasonable judgment
would: (a) cause damage to the Building or Complex or any equipment, facilities or other systems
therein; (b) impair the appearance of the Building or Complex; (c) interfere with the efficient
and economical maintenance, operation and repair of the Premises, the Building, the Complex, or
the equipment, facilities or systems thereof; (d) adversely affect any service provided to, and/or
the use and occupancy by, any Building or Complex tenant or occupants;
(e) violate the certificate of occupancy issued for the Premises, the Building or Complex; (f) materially and adversely affect the first-class image of the Building or Complex; or (g) result
in protests or civil disorder or commotions at, or other disruptions of the normal business
activities in, the Building or Complex. Prohibited Use also includes the use of any part of the
Premises for: (i) a restaurant or bar; (ii) the preparation, consumption, storage, manufacture or
sale of food or beverages (except in connection with vending machines (provided that each machine,
where necessary, shall have a waterproof pan thereunder and be connected to a drain) and/or warming
kitchens installed for the use of Tenant’s employees only), liquor, tobacco or drugs; (iii) the
business of photocopying, multilith or offset printing (except photocopying in connection with
Tenant’s own business); (iv) a school or classroom; (v) lodging or sleeping; (vi) the operation of
retail facilities (meaning a business whose primary patronage arises from the generalized
solicitation of the general public to visit Tenant’s offices in person without a prior appointment)
of a savings and loan association or retail facilities of any financial, lending, securities
brokerage or investment activity; (vii) a payroll office; (viii) a barber, beauty or manicure shop;
(ix) an employment agency or similar enterprise; (x) offices of any Governmental Authority, any
foreign government, the United Nations, or any agency or department of the foregoing; (xi) the
manufacture, retail sale, storage of merchandise or auction of merchandise, goods or property of
any kind to the general public which could reasonably be expected to create a volume of pedestrian
traffic substantially in excess of that normally encountered in the Premises; (xii) the rendering
of medical, dental or other therapeutic or diagnostic services; or (xiii) any illegal purposes or
any activity constituting a nuisance.



B-3









 





     Requirements:
All present and future laws, rules, orders, ordinances, regulations, statutes,
requirements, codes and executive orders, extraordinary and ordinary of (i) all Governmental
Authorities, including, without limitation, (A) the Americans With Disabilities Act, 42
U.S.C. §12.101 (et seq.), and any law of like import, and all rules, regulations and government
orders with respect thereto, and (B) any of the foregoing relating to Hazardous Materials,
environmental matters, public health and safety matters and landmarks protection, (ii) any
applicable fire rating bureau or other body exercising similar functions, affecting the Real
Property or the maintenance, use or occupation thereof, or any street, avenue or sidewalk
comprising a part of or in front thereof or any vault in or under the same, (iii) all requirements
of all insurance bodies affecting the Premises, (iv) utility service providers, and (v) Mortgagees
or Lessors. “Requirements” shall also include the terms and conditions of any certificate of
occupancy issued for the Premises, the Building or Complex, and any other covenants, conditions or
restrictions affecting the Building, the Complex and/or the Real Property from time to time.



     Rules and Regulations: The rules and regulations annexed to and made a part of this Lease as
Exhibit F, as they may be modified from time to time by Landlord.



     Specialty Alterations: Alterations which are not standard office installations such as
kitchens, executive bathrooms, raised computer floors, computer room installations, supplemental
HVAC equipment, safe deposit boxes, vaults, libraries or file rooms requiring reinforcement of
floors, internal staircases, slab penetrations, conveyors, dumbwaiters, and other Alterations of a
similar character. All Specialty Alterations are Above-Building Standard Installations.



     Substantial Completion: As to any construction performed by any party in the Premises,
“Substantial Completion” or “Substantially Completed” means that such work has been completed, as
reasonably determined by Landlord’s architect, in accordance with (a) the provisions of this Lease
applicable thereto, (b) the plans and specifications for such work, and (c) all applicable
Requirements, except for minor details of construction, decoration and mechanical adjustments, if
any, the noncompletion of which does not materially interfere with Tenant’s use of the Premises or
which in accordance with good construction practices should be completed after the completion of
other work in the Premises, Building or Complex.



     Superior Lease(s): Any ground or underlying lease of the Real Property or any part thereof
heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments,
modifications, consolidations, and replacements thereof.



     Tenant Delay: Any delays that occur as a result in one or more of the following: (i) Tenant’s
request for changes to the Initial Installations, or otherwise, whether or not approved by
Landlord, (ii) Tenant’s failure to approve estimates of costs or furnish an amount equal to
Landlord’s estimate of costs within the time required under this Lease (which shall give Landlord
the absolute right to postpone or suspend any work required of Landlord until such amount is
furnished to Landlord, without limiting Landlord’s other remedies), (iii) any upgrades, special
work or other Above Building Standard Installations, or items not customarily provided by Landlord
to office tenants, to the extent that the same involve longer lead times, installation times,
delays or difficulties in obtaining building permits, requirements for any governmental approval,
permit or action beyond the issuance of normal building permits, or other delays not typically
encountered in connection with Landlord’s standard office improvements, (iv)the performance by
Tenant or Tenant’s contractors, agents or employees of any work at or about



B-4









 




the Premises or Property, or (v) any act or omission of Tenant or Tenant’s contractors, agents or
employees, or any breach by Tenant of any provisions contained in this Lease.




     Tenant Party: Tenant and any subtenants or occupants of the Premises and their respective
agents, contractors, subcontractors, employees, invitees or licensees.



     Tenant’s Property: Tenant’s movable fixtures and movable partitions, telephone and other
equipment, computer systems, telecommunications, data and other cabling, trade fixtures,
furniture, furnishings, and other items of personal property which are removable without material
damage to the Building or Complex.



     Unavoidable Delays: The inability of any party to this Lease to fulfill or delay in fulfilling
any of its obligations under this Lease expressly or impliedly to be performed by such party or
such party’s inability to make or delay in making any repairs, additions, alterations, improvements
or decorations or inability to supply or delay in supplying any equipment or fixtures, if such
party’s inability or delay is due to or arises by reason of strikes, labor troubles or by accident,
or by any cause whatsoever beyond such party’s reasonable control, including governmental
preemption in connection with a national emergency, Requirements or shortages, or unavailability of
labor, fuel, steam, water, electricity or materials, or delays caused by the other party or other
tenants, mechanical breakdown, acts of God, enemy action, civil commotion, fire or other casualty.




B-5









 








EXHIBIT C




WORKLETTER




     1. Proposed and Final Plans.



          (a) On or before May 23, 2006, Tenant shall cause to be prepared and delivered to Landlord, for
Landlord’s approval, the following proposed drawings (“Proposed Plans”) for all improvements
Tenant desires to complete or have completed in the Premises (the “Initial Installations”):




               (i) Architectural drawings (consisting of demolition plans, floor construction plan, ceiling
lighting and layout, power, and telephone plan).



               (ii) Mechanical drawings (consisting of HVAC, sprinkler, electrical, telephone, and
plumbing). Mechanical drawings shall include a tabulation of connected electrical load and an
analysis of anticipated electrical demand load.



               (iii) Finish schedule (consisting of wall finishes and floor finishes and miscellaneous
details).



          (b) All architectural drawings shall be prepared at Tenant’s sole expense by a licensed
architect employed by Tenant and approved by Landlord. Tenant shall deliver three sets of
reproducible architectural drawings to Landlord. All mechanical drawings shall be prepared at
Tenant’s sole expense by a licensed engineer designated by Landlord, whom Tenant shall employ.
Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in
reviewing the Proposed Plans. Notwithstanding the foregoing, the “Space Plans” prepared by Gensler
Architects shall be paid for by Landlord and shall not be included in the costs paid for or
credited against the Landlord’s Contribution.




          (c) Within 10 days after Landlord’s receipt of the architectural drawings, Landlord shall
approve or disapprove such drawings, and if disapproved, Landlord shall advise Tenant of any
changes or additional information required to obtain Landlord’s approval.




          (d) Within 10 days after receipt of mechanical drawings, Landlord shall approve or disapprove
such drawings, and if disapproved, Landlord shall advise Tenant of any changes required to obtain
Landlord’s approval.




          (e) If Landlord disapproves of, or requests additional information regarding the Proposed
Plans, Tenant shall, within 10 days thereafter, revise the Proposed Plans disapproved by Landlord
and resubmit such plans to Landlord or otherwise provide such additional information to Landlord.
Landlord shall, within 10 days after receipt of Tenant’s revised plans, approve or disapprove such
drawings, and if disapproved, Landlord shall advise Tenant of any additional changes which may be
required to obtain Landlord’s approval, If Landlord disapproves the revised plans specifying the
reason therefor, or requests further additional information, Tenant shall, within 10 days of
receipt of Landlord’s required changes, revise such plans and resubmit them to Landlord or deliver
to Landlord such further information as Landlord has requested. Landlord shall, again within 10
days after receipt of Tenant’s revised plans, approve or disapprove such drawings, and if
disapproved, Landlord shall advise Tenant of further changes, if any, required for Landlord’s
approval. This process shall continue




C-1









 




until Landlord has approved Tenant’s revised Proposed Plans. “Final Plans” shall mean the Proposed
Plans, as revised, which have been approved by Landlord and Tenant in writing. Landlord
agrees not to withhold or delay its approval unreasonably so long as such Initial
Installations (i) are non-structural and do not affect any Building Systems, (ii) affect only
the Premises and are not visible from outside of the Premises, (iii) do not affect the certificate
of occupancy issued for the Building, the Complex or the Premises, (iv) do not violate any
Requirement, and (v) utilize Building Standard Installations (as hereafter defined) or better
quality materials and finishes.




          (f) All Proposed Plans and Final Plans shall comply with all applicable Requirements. Neither
review nor approval by Landlord of the Proposed Plans and resulting Final Plans shall constitute a
representation or warranty by Landlord that such plans either (i) are complete or suitable for
their intended purpose, or (ii) comply with applicable Requirements, it being expressly agreed by
Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or to any other
person or entity for such completeness, suitability or compliance. Tenant shall not make any
changes in the Final Plans without Landlord’s prior approval, which shall not be unreasonably
withheld or delayed; provided that Landlord may, in the exercise of its sole and absolute
discretion, disapprove any proposed changes adversely affecting the Building’s or Complex’s
structure, Building Systems (including intrabuilding network telephone cable), equipment or the
appearance or value of the Building or Complex.




     2. Performance of the Initial installations.



          (a) Filing of Final Plans, Permits. Tenant, at its sole cost and expense, shall file the
Final Plans with the Governmental Authorities having jurisdiction over the Initial Installations.
Tenant shall furnish Landlord with copies of all documents submitted to all such Governmental
Authorities and with the authorizations to commence work and the permits for the Initial
Installations issued by such Governmental Authorities. Tenant shall not commence the Initial
installations until the required governmental authorizations for such work are obtained and
delivered to Landlord.




          (b) Landlord Approval of Contractors. No later than 5 days following Landlord’s approval of
the Final Plans, Tenant shall enter into a contract for construction of the Initial Installations
with either Leopardo Construction or Belcaster Commercial Contractors, LLC (the “General
Contractor”). Tenant’s construction contract with the General Contractor shall be subject to
Landlord’s prior approval, which approval shall not be unreasonably withheld. The General
Contractor shall be responsible for all required construction, management and supervision. Tenant
shall cause the Initial Installations to be performed in an expeditious manner and shall be
substantially completed by the Commencement Date or as soon thereafter as reasonably practical. In
addition, Tenant shall only utilize for purposes of mechanical, electrical, structural, sprinkler,
and fire and life safety those contractors as specifically designated by Landlord (collectively,
the “Essential Subs”), which list of Essential Subs shall include 3 names each for those Essential
Subs engaged in mechanical, electrical or structural contracting and 1 Essential Sub for fire alarm
and life safety. Tenant shall submit to Landlord not less than 10 days prior to commencement of
construction the following information and items:




               (i) The names and addresses of the other subcontractors, and subsubcontractors (collectively,
together with the General Contractor and Essential Subs, the “Tenant’s Contractors”) Tenant intends
to employ in the construction of the Initial Installations. Landlord shall have the right to
approve or disapprove Tenant’s Contractors, and Tenant shall



C-2









 




employ, as Tenant’s Contractors, only those persons or entities approved by Landlord. All
contractors and subcontractors engaged by or on behalf of Tenant for the Premises shall be
licensed contractors, possessing good labor relations, capable of performing quality
workmanship and working in harmony with Landlord’s contractors and subcontractors and with
other contractors and subcontractors on the job site. All work shall be coordinated with any
general construction work in the Building and /or Complex.




               (ii) The scheduled commencement date of construction, the estimated date of completion of
construction work, fixturing work, and date of occupancy of the Premises by Tenant.



               (iii) Itemized statement of estimated construction cost, including permits and fees,
architectural, engineering, and contracting fees.



               (iv) Certified copies of insurance policies or certificates of insurance as hereinafter
described. Tenant shall not permit Tenant’s Contractors to commence work until the required
insurance has been obtained and certified copies of policies or certificates have been delivered
to Landlord.



          (c) Access to Premises. Tenant, its employees, designers, contractors and workmen shall have
access to the Premises prior to the Commencement Date to construct the Initial Installations,
provided that Tenant and its employees, agents, contractors, and suppliers only access the
Premises via the Building freight elevator, work in harmony and do not interfere with the
performance of other work in the Building or Complex by Landlord, Landlord’s contractors, other
tenants or occupants of the Building or Complex (whether or not the terms of their respective
leases have commenced) or their contractors. If at any time such entry shall cause, or in
Landlord’s reasonable judgment threaten to cause, such disharmony or interference, Landlord may
terminate such permission upon 24 hours’ notice to Tenant, and thereupon, Tenant or its employees,
agents, contractors, and suppliers causing such disharmony or interference shall immediately
withdraw from the Premises, the Building and the Complex until Landlord determines such
disturbance no longer exists.




          (d) Landlord’s Right to Perform. Landlord shall have the right, but not the obligation, to
perform, on behalf of and for the account of Tenant, subject to reimbursement by Tenant, any of
the Initial Installations which (i) Landlord reasonably deems necessary to be done on an emergency
basis, (ii) pertains to structural components or the general Building systems, or (iii) pertains
to the erection of temporary safety barricades or signs during construction.




          (e) Warranties. On completion of the Initial Installations, Tenant shall provide Landlord
with copies of all warranties of at least one year duration on all the Initial Installations. At
Landlord’s request, Tenant shall enforce, at Tenant’s expense, all guarantees and warranties made
and/or furnished to Tenant with respect to the Initial Installations.




          (f) Protection of Building and Complex. All work performed by Tenant shall be performed with a
minimum of interference with other tenants and occupants of the Building and Complex and shall
conform to the Rules and Regulations and those rules and regulations governing construction in the
Building and Complex as Landlord or Landlord’s Agent may Impose. Tenant will take all reasonable
and customary precautionary steps to protect its facilities and the facilities of others affected
by the Initial Installations and to properly police same and Landlord shall have no responsibility
for any loss by theft or otherwise. Construction




C-3









 




equipment and materials are to be located in confined areas and delivery and loading of equipment
and materials shall be done at such reasonable locations and at such time as Landlord shall
direct so as not to burden the operation of the Building or Complex. Landlord shall advise
Tenant in advance of any special delivery and loading dock requirements. Tenant shall at all times
keep the Premises and adjacent areas free from accumulations of waste materials or rubbish caused
by its suppliers, contractors or workmen. Landlord may require daily clean-up if required for fire
prevention and life safety reasons or applicable laws and reserves the right to do clean-up at the
expense of Tenant if Tenant fails to comply with Landlord’s cleanup requirements. At the
completion of the Initial Installations, Tenant’s Contractors shall forthwith remove all rubbish
and all tools, equipment and surplus materials from and about the Premises, Building and Complex.
Any damage caused by Tenant’s Contractors to any portion of the Building, the Complex or to any
property of Landlord or other tenants shall be repaired forthwith after written notice from
Landlord to its condition prior to such damage by Tenant at Tenant’s expense.




          (g) Compliance by all Tenant Contractors. Tenant shall impose and enforce all terms hereof on
Tenant’s Contractors and its designers, architects and engineers. Landlord shall have the right to
order Tenant or any of Tenant’s Contractors, designers, architects or engineers who willfully
violate the provisions of this Workletter to cease work and remove himself or itself and his or
its equipment and employees from the Building and Complex.




          (h) Accidents, Notice to Landlord. Tenant’s Contractors shall assume responsibility for the
prevention of accidents to its agents and employees and shall take all reasonable safety
precautions with respect to the work to be performed and shall comply with all reasonable safety
measures initiated by the Landlord and with all applicable Requirements for the safety of persons
or property. Tenant shall advise the Tenant’s Contractors to report to Landlord any injury to any
of its agents or employees and shall furnish Landlord a copy of the accident report filed with its
insurance carrier within 3 days of its occurrence.




          (i) Required Insurance. Tenant shall cause Tenant’s Contractors to secure, pay for, and
maintain during the performance of the construction of the Initial Installations, insurance in the
following minimum coverages and limits of liability:




               (i) Workmen’s Compensation and Employer’s Liability Insurance as required by Requirements.



               (ii) Commercial General Liability Insurance (including Owner’s and Contractors’ Protective
Liability) in an amount not less than $2,000,000 per occurrence, whether involving bodily injury
liability (or death resulting therefrom) or property damage liability or a combination thereof
with a minimum aggregate limit of $2,000,000, and with umbrella coverage with limits not less than
$10,000,000. Such insurance shall provide for explosion and collapse, completed operations coverage
with a two-year extension after completion of the work, and broad form blanket contractual
liability coverage and shall insure Tenant’s Contractors against any and all claims for bodily
injury, including death resulting therefrom and damage to the property of others and arising from
its operations under the contracts whether such operations are performed by Tenant’s Contractors,
or by anyone directly or indirectly employed by any of them.



               (iii) Business Automobile Liability Insurance, including the ownership, maintenance, and
operation of any automotive equipment, owned, hired, or non-owned in an amount not less than
$500,000 for each person in one accident, and $1,000,000 for injuries



C-4









 




sustained by two or more persons in any one accident and property damage liability in an amount
not less than $1,000,000 for each accident. Such insurance shall insure Tenant’s contractors
against any and all claims for bodily injury, including death resulting there from, and
damage to the property of others arising from its operations under the contracts, whether
such operations are performed by Tenant’s Contractors, or by anyone directly or indirectly
employed by any of them.




               (iv) “All-risk” builder’s risk insurance upon the entire initial installations to the full
insurance value thereof. Such insurance shall include the interest of Landlord and Tenant (and
their respective contractors and subcontractors of any tier to the extent of any insurable
interest therein) in the Initial installations and shall insure against the perils of fire and
extended coverage and shall include “all-risk” builder’s risk insurance for physical loss or
damage including, without duplication of coverage, theft, vandalism, and malicious mischief. If
portions of the Initial Installations are stored off the site of the Building or in transit to
such site are not covered under such “all-risk” builder’s risk insurance, then Tenant shall effect
and maintain similar property insurance on such portions of the Initial Installations.” Any loss
insured under such “all-risk” builder’s risk insurance is to be adjusted with Landlord and Tenant
and made payable to Landlord as trustee for the insureds, as their interest may appear, subject to
the agreement reached by such parties in interest, or in the absence of any such agreement, then
in accordance with a final, nonappealable order of a court of competent jurisdiction. If after
such loss no other special agreement is made, the decision to replace or not replace any such
damaged the initial Installations shall be made in accordance with the terms and provisions of the
Lease including, this Work letter. The waiver of subrogation provisions contained in the Lease
shall apply to the “all-risk” builder’s risk insurance policy to be obtained by Tenant pursuant to
this paragraph (iv).


All policies (except the Workmen’s Compensation policy) shall be endorsed to include as additional
named insureds Landlord and its officers, employees, and agents, Landlord’s contractors,
Landlord’s architect, Tishman Speyer Properties, L.P., any Mortgagees and Superior Lessors and such
additional persons as Landlord may designate. Such endorsements shall also provide that all
additional insured parties shall be given 30 days’ prior written notice of any reduction,
cancellation, or nonrenewal of coverage by certified mail, return receipt requested (except that
10 days’ notice shall be sufficient in the case of cancellation for nonpayment of premium) and
shall provide that the insurance coverage afforded to the additional insured parties thereunder
shall be primary to any insurance carried independently by such additional insured parties. At
Tenant’s request, Landlord shall furnish a list of names and addresses of parties to be named as
additional insureds. The insurance policies required hereunder shall be considered as the primary
insurance and shall not call into contribution any insurance then maintained by Landlord.
Additionally, where applicable, such policy shall contain a cross liability and severability of
interest clause.



To the fullest extent permitted by law, Tenant (and Tenant’s Contractors) shall indemnify and hold
harmless the Indemnitees from and against all Losses necessitated by activities of the indemnifying
party’s contractors, bodily Injury to persons or damage to property of the Indemnitees arising out
of or resulting from the performance of work by the indemnifying party or its contractors. The
foregoing indemnity shall be in addition to the insurance requirements set forth above and shall
not be in discharge or substitution of the same, and shall not be limited in any way by any
limitations on the amount or type of damages, compensation or benefits payable by or for Tenant’s
Contractors under Workers’ or Workmen’s Compensation Acts, Disability Benefit Acts or other
Employee Benefit Acts.




C-5









 





          (j) Quality of Work. The Initial Installations shall be constructed in a first-class
workmanlike manner using only good grades of material and in compliance with the Final Plans,
all insurance requirements, applicable laws and ordinances and rules and regulations of
governmental departments or agencies and the rules and regulations adopted by Landlord for
the Building and the Complex. The quality of the Initial Installations shall be equal to or of
greater quality than the Building Standard Installations; provided that Landlord shall have the
right to require that Tenant not deviate from certain of the Building Standard Installations. If
Tenant requests that it not be required to install a Building Standard Installations suspended
ceiling in all or any portion of the Premises, and in lieu thereof employ an “open” ceiling,
Landlord reserves the right to require that Tenant install a Building Standard Installations
ceiling upon the expiration or earlier termination of the Term.




          (k) “As-Built” Plans. Upon completion of the Initial Installations, Tenant shall furnish
Landlord with “as built” plans and air balance reports for the Premises, final waivers of lien for
the Initial Installations, a detailed breakdown of the costs of the Initial Installations (which
may be in the form of an owner’s affidavit) and evidence of payment reasonably satisfactory to
Landlord, and an occupancy permit for the Premises. The “as-built” plans shall be prepared on an
AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord
may accept), using naming conventions issued by the American Institute of Architects in June, 1990
(or such other naming conventions as Landlord may accept) and magnetic computer media of such
record drawings and specifications translated In DFX format or another format acceptable to
Landlord.




          (l) Mechanics’ Liens. Tenant shall not permit any of the Tenant’s Contractors to place any
lien upon the Building or Complex, and if any such lien is placed upon the Building or Complex,
Tenant shall within 10 days of notice thereof, cause such lien to be discharged of record, by
bonding or otherwise. If Tenant shall fail to cause any such lien to be discharged, Landlord shall
have the right to have such lien discharged and Landlord’s expense in so doing, including bond
premiums, reasonable legal fees and filing fees, shall be immediately due and payable by Tenant.




     3. Payment of Costs of the Initial Installations.



          (a) Subject to Landlord’s Contribution as provided in Paragraph 3(b) below, the Initial
Installations shall be installed by Tenant at Tenant’s sole cost and expense. The cost of the
Initial Installations shall include, and Tenant agrees to pay Landlord for, the following costs
(“Landlord’s Costs”); (i) the cost of all work performed by Landlord on behalf of Tenant and for
all materials and labor furnished on Tenant’s behalf, and (ii) the cost of any services provided
to Tenant or Tenant’s Contractors including but not limited to the cost for rubbish removal,
hoisting, and utilities to the extent not included in general conditions charges by the general
contractor. Landlord may render bills to Tenant monthly for Landlord’s Costs (provided that the
supervision fee shall be billed based on the cost of the Initial Installations performed during
the period in question). All bills shall be due and payable no later than the 15th day
after delivery of such bills to Tenant.




          (b) Landlord shall pay to Tenant an amount not to exceed Landlord’s Contribution toward the
cost of the Initial Installations, provided as of the date on which Landlord is required to make
payment thereof, (i) the Lease is in full force and effect, and (ii) no Event of Default then
exists. Tenant shall pay all costs of the Initial Installations in excess of Landlord’s
Contribution. Landlord’s Contribution shall be payable solely on account of labor directly related
to the Initial Installations and materials delivered to the Premises in connection with the Initial




C-6









 




Installations, except that Tenant may apply up to 20% of Landlord’s Contribution to pay “soft
costs”, consisting of architectural, consulting, engineering and legal fees, and furniture and
equipment (exclusive of computer equipment) acquired for use in the Premises, incurred in
connection with the Initial Installations, as well as moving expenses in connection with
Tenant’s relocation to the Premises. Upon the completion of the Initial Installations and
satisfaction of the conditions set forth below, and provided further that there has not then
occurred an Event of Default under the Lease, Tenant may apply a portion (not to exceed an
aggregate of $120,090.00) of any remaining balance of Landlord’s
Contribution to the installment(s) of Rent next coming due under the Lease; provided further, however, that as of the date which is
24 months following the Commencement Date any amount of Landlord’s Contribution which has not been
so applied shall be retained by Landlord. Except as otherwise expressly set forth herein. Tenant
shall not be entitled to receive any portion of Landlord’s Contribution not actually expended by
Tenant in the performance of the Initial Installations in accordance with this Workletter.




          (c) Landlord shall make progress payments to Tenant on a monthly basis, for the work performed
during the previous month, less a retainage of 10% of each progress payment (“Retainage”). Each of
Landlord’s progress payments shall be limited to that fraction of the total amount of such payment,
the numerator of which is the amount of Landlord’s Contribution, and the denominator of which is
the total contract price (or, if there is no specified or fixed contract price for the Initial
Installations, then Landlord’s reasonable estimate thereof) for the performance of all of the
Initial Installations shown on all plans and specifications approved by Landlord. Provided that
Tenant delivers requisitions to Landlord on or prior to the 10th day of any month, such
progress payments shall be made within 30 days next following the delivery to Landlord of
requisitions therefor, signed by the chief financial officer of Tenant, which requisitions shall
set forth the names of each contractor and subcontractor to whom payment is due, and the amount
thereof, and shall be accompanied by (i) with the exception of the first requisition, copies of
conditional waivers and releases of lien upon progress payment in the form prescribed in the
Requirements from all contractors, subcontractors, and material suppliers covering all work and
materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a
written certification from Tenant’s architect that the work for which the requisition is being made
has been completed substantially in accordance with the Final Plans and (iii) such other documents
and information as Landlord may reasonably request, including in connection with title drawdowns
and endorsements. Any requisition made following the 10th day of any month shall be paid
no later than the last day of the month following the month in which such requisitions are made.
Landlord shall disburse the Retainage upon submission by Tenant to Landlord of Tenant’s requisition
therefor accompanied by all documentation required under this Section 3(c), together with (A)
proof of the satisfactory completion of all required inspections and issuance of any required
approvals, permits and sign-offs for the Initial Installations by Governmental Authorities having
jurisdiction thereover, (B) final “as-built” plans and specifications for the Initial
Installations as required pursuant to Section 2(k) and (C) issuance of final, unconditional lien
waivers and releases in the form prescribed by the Requirements by all contractors, subcontractors
and material suppliers covering all of the Initial Installations. Notwithstanding anything to the
contrary set forth in this Section 3(c), if Tenant does not pay any contractor or supplier as
required by this provision, Landlord shall have the right, but not the obligation, to promptly pay
to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be
deemed Additional Rent and shall be paid by Tenant within 10 days after Landlord delivers to Tenant
an invoice therefor.




          (d) If Tenant elects to perform the Initial Installations in two or more stages, then the
amount of Landlord’s Contribution to be made available to Tenant in connection with




C-7









 




each such stage (and subject to the limitations as set forth in Section 3(b), shall be in an
amount equal to the product of (i) Landlord’s Contribution, and (ii) a fraction, the numerator of
which is the rentable square footage of the portion of the Premises Tenant elects to so improve
during such stage of construction and the denominator of which is the rentable square footage of
the entire Premises.




     4. Miscellaneous.



          (a) All defined terms as used herein shall have the meanings ascribed to them in the Lease.




          (b) Tenant agrees that, in connection with the Initial Installations and its use of the
Premises prior to the commencement of the Term of the Lease, Tenant shall have those duties and
obligations with respect thereto that it has pursuant to the Lease during the Term, except the
obligation for payment of rent, and further agrees that Landlord shall not be liable in any way
for injury, loss, or damage which may occur to any of the Initial Installations or installations
made in the Premises, or to any personal property placed therein, the same being at Tenant’s sole
risk.




          (c) Except as expressly set forth herein, Landlord has no other agreement with Tenant and
Landlord has no other obligation to do any other work or pay any amounts with respect to the
Premises. Any other work in the Premises which may be permitted by Landlord pursuant to the terms
and conditions of the Lease shall be done at Tenant’s sole cost and expense and in accordance with
the terms and conditions of the Lease.




          (d) This Workletter shall not be deemed applicable to any additional space added to the
original Premises at any time or from time to time, whether by any options under the Lease or
otherwise, or to any portion of the original Premises or any additions thereto in the event of a
renewal or extension of the initial term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement thereto.




          (e) The failure by Tenant to pay any monies due Landlord pursuant to this Workletter within
the time period herein stated shall be deemed an Event of Default under the terms of the Lease for
which Landlord shall be entitled to exercise all remedies available to Landlord for nonpayment of
Rent. All late payments shall bear interest pursuant to Section 15.4 of the Lease.




C-8









 





EXHIBIT D




Design Standards




AT&T Corporate Center




          (a) HVAC. The Building HVAC System serving the Premises is designed to maintain
average temperatures within the Premises during Ordinary Business Hours of (i) not less than 70°
F. during the heating season when the outdoor temperature is
-10° F. and (ii) not more than 77° F.
and 50% humidity +/- 5% during the cooling season, when the outdoor temperature is 95o
F. dry bulb and 75° F. wet bulb, with, in the case of clauses (i) and (ii), a population load per
floor of not more than one person per 100 square feet of useable area, other than in dining and
other special use areas per floor for all purposes, and shades fully drawn and closed, including
lighting and power, and to provide at least .2 CFM of outside ventilation per square foot of
rentable area. Use of the Premises, or any part thereof, in a manner exceeding the foregoing
design conditions or rearrangement of partitioning after the initial preparation of the Premises
which interferes with normal operation of the air-conditioning service in the Premises may require
changes in the air-conditioning system serving the Premises at Tenant’s expense.




          (b) Electrical. The Building Electrical system serving the Premises is designed to
provide:




               (i) 2.0 watts per usable square foot of voltage (120/208 volt) connected power for lighting,
and



               (ii) 5.0 watts (3rd thru 28th floors) or 3.0 watts (29th
thru 60th floors) per usable square foot of voltage (120/208 volt) connected power for
convenience receptacles.



D-1









 





EXHIBIT E




Cleaning Specifications




GENERAL CLEANING



 NIGHTLY




General Offices:





	 	1.	 	All hard surfaced flooring to be swept using approved dustdown preparation.
	 
	 	2.	 	Carpet sweep all carpets, moving only light furniture (desks, file cabinets, etc. not
to be moved).
	 
	 	3.	 	Hand dust and wipe clean all furniture, fixtures and window sills.
	 
	 	4.	 	Empty all waste receptacles and remove wastepaper.
	 
	 	5.	 	Wash clean all Building water fountains and coolers.
	 
	 	6.	 	Sweep all private stairways.





     Lavatories:




	 	1.	 	Sweep and wash all floors, using proper disinfectants.
	 
	 	2.	 	Wash and polish all mirrors, shelves, bright work and enameled surfaces.
	 
	 	3.	 	Wash and disinfect all basins, bowls and urinals.
	 
	 	4.	 	Wash all toilet seats.
	 
	 	5.	 	Hand dust and clean all partitions, tile walls, dispensers and receptacles in lavatories and restrooms.
	 
	 	6.	 	Empty paper receptacles, fill receptacles from tenant supply and remove wastepaper.
	 
	 	7.	 	Fill toilet tissue holders from tenant supply.
	 
	 	8.	 	Empty and clean sanitary disposal receptacles.





WEEKLY





	 	1.	 	Vacuum all carpeting and rugs.
	 
	 	2.	 	Dust all door louvers and other ventilating louvers within a person’s normal reach.
	 
	 	3.	 	Wipe clean all brass and other bright work.





E-1









 





NOT MORE THAN 3 TIMES PER YEAR




     High dust premises complete including the following:




	 	1.	 	Dust all pictures, frames, charts, graphs and similar wall hangings not reached
in nightly cleaning.
	 
	 	2.	 	Dust all vertical surfaces, such as walls, partitions, doors, door frames and
other surfaces not reached in nightly cleaning.
	 
	 	3.	 	Dust all Venetian blinds.
	 
	 	4.	 	Wash all windows.





E-2









 





EXHIBIT F




Rules and Regulations




     (1) Access to Real Property. On Saturdays, Sundays and Holidays, and on other days
between the hours of 7:00 P.M. and 8:00 A.M. the following day, or such other hours as Landlord
shall determine from time to time, access to and within the Real Property and/or to the
passageways, lobbies, entrances, exits, loading areas, corridors, elevators or stairways and other
areas in the Real Property may be restricted and access gained by use of a key to the outside
doors of the Real Property, or pursuant to such security procedures Landlord may from time to time
impose. Landlord shall in all cases retain the right to control and prevent access to such areas
by any Person (as defined below) engaged in activities which are illegal or violate these Rules
and Regulations, or whose presence in the judgment of Landlord shall be prejudicial to the safety,
character, reputation and interests of the Real Property and its tenants (and Landlord shall have
no liability in damages for such actions taken in good faith). No Tenant and no employee or invitee of Tenant shall enter areas reserved for the exclusive use of Landlord, its employees or
invitees or other Persons. Tenant shall keep doors to corridors and lobbies closed except when
persons are entering or leaving. As used in these Rules and Regulations, the term “Person” shall
mean any individual, trust, partnership, limited liability company, joint venture, association,
corporation and any other entity.



     (2) 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 or inside
of the Real Property, or on any part of the inside of the Premises which can be seen from the
outside of the Premises without the prior consent of Landlord, and then only such name or names or
matter and in such color, size, style, character and material, and with professional designers,
fabricators and installers as may be first approved or designated by Landlord in writing, Landlord
shall prescribe the suite number and identification sign for the Premises (which shall be prepared
and installed by Landlord at Tenant’s expense). Landlord reserves the right to remove at Tenant’s
expense all matter not so installed or approved without notice to Tenant.



     (3) Window and Door Treatments. 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 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. Blinds, shades, awnings or other forms
of inside or outside window ventilators or similar devices, shall not be placed in or about the
outside windows or doors in the Premises except to the extent, if any, that the design, character,
shape, color, material and make thereof is first approved or designated by the Landlord. Tenant
shall not install or remove any solar tint film from the windows.



     (4) Walls and Floors. Tenant shall use carpet protectors for all desk chairs. Tenant shall not
install linoleum, tile, carpet, wall-paper or other floor or wall covering which is tacked, glued
or otherwise affixed to prevent easy removal. Tenant shall not mark, drive nails, screw or drill
into, any walls, partitions, woodwork or plaster, or in any other way deface the Premises or any
part thereof.



     (5) Lighting and General Appearance of Premises. Landlord reserves the right to designate
and/or approve in writing all internal lighting that may be visible from the public, common or
exterior areas. The design, arrangement, style, color, character, quality and general appearance of
the portion of the Premises visible from public, common and exterior areas, and contents of such
portion of the Premises, including furniture, fixtures, signs, art work, wall



F-1









 




coverings, carpet and decorations, and all changes, additions and replacements thereto shall at
all times have a neat, professional, attractive, first class office appearance.




     (6) Property Tradename, Likeness, Trademarks and “AT&T.” Tenant shall not in any manner use
the name of the Real Property or Complex for any purpose, or use any tradenames or trademarks used
by Landlord, any other tenant, or its affiliates, or the letters “AT&T,” or any picture or
likeness of the Real Property, in any letterheads, envelopes, circulars, notices, advertisements,
containers, wrapping or other material.



     (7) Deliveries and Removals. Furniture, freight and other large or heavy articles, and all
other deliveries may be brought into the Real Property only at times and in the manner designated
by Landlord, and always at the Tenant’s sole responsibility and risk. Landlord may inspect items
brought into the Real Property or Premises with respect to weight or dangerous nature or
compliance with this Lease or Laws. Landlord may (but shall have no obligation to) require that
all furniture, equipment, cartons and other articles removed from the Premises or the Real
Property be listed and a removal permit therefor first be obtained from Landlord. Tenant shall
not take or permit to be taken in or out of other entrances or elevators of the Real Property, any
item normally taken, or which Landlord otherwise reasonably requires to be taken, in or out
through service doors or on freight elevators. Landlord may impose reasonable charges and
requirements for the use of freight elevators and loading areas, and reserves the right to alter
schedules without notice. Any hand-carts used at the Real Property shall have rubber wheels and
sideguards, and no other material handling equipment may be brought upon the Real Property without
Landlord’s prior written approval.



     (8) Outside Vendors. Tenant shall not obtain for use upon the Premises ice, drinking water,
vending machine, towel, janitor and other services, except from Persons designated or approved by
Landlord. Any Person engaged by Tenant to provide any other services shall be subject to
scheduling and direction by the manager or security personnel of the Real Property. Vendors must
use freight elevators and service entrances.



     (9) Overloading Floors; Vaults. Tenant shall not overload any floor or part thereof in the
Premises, or Real Property, including any public corridors or elevators therein bringing in or
removing any large or heavy articles, and Landlord may prohibit, or direct and control the
location and size of, safes and all other heavy articles and require at Tenant’s expense
supplementary supports of such material and dimensions as Landlord may deem necessary to properly
distribute the weight.



     (10) Locks and Keys. Tenant shall use such standard key system designated by Landlord on all
keyed doors to and within the Premises, excluding any permitted vaults or safes (but Landlord’s
designation shall not be deemed a representation of adequacy to prevent unlawful entry or criminal
acts, and Tenant shall maintain such additional insurance as Tenant deems advisable for such
events). Tenant shall not attach or permit to be attached additional locks or similar devices to
any door or window, change existing locks or the mechanism thereof, or make or permit to be made
any keys for any door other than those provided by Landlord. If more than two keys for one lock are
desired, Landlord will provide them upon payment of Landlord’s charges. In the event of loss of any
keys furnished by Landlord, Tenant shall pay Landlord’s reasonable charges there for. The term
“key” shall include mechanical, electronic or other keys, cards and passes.



     (11) Utility Closets and Connections. Landlord reserves the right to control access to and use
of, and monitor and supervise any work in or affecting, the “wire” or telephone,



F-2









 




electrical, plumbing or other utility closets (or Landlord may engage or designate an independent
contractor to provide such services). Tenant shall obtain Landlord’s prior written consent for any
such access, use and work in each instance, and shall comply with such requirements as Landlord
may impose, and the other provisions of Article 10 respecting electric installations and
connections and telephone lines and connections, and Article 5 respecting Alterations in general.
Tenant shall have no right to use any broom closets, storage closets, janitorial closets, or other
such closets, rooms and areas whatsoever.




     (12) Plumbing Equipment. The toilet rooms, urinals, wash bowls, drains, sewers and other
plumbing fixtures, equipment and lines shall not be misused or used for any purpose other than
that for which they were constructed and no foreign substance of any kind whatsoever shall be
thrown therein.



     (13) Trash. All garbage, refuse, trash and other waste shall be kept in the kind of
container, placed in the areas, and prepared for collection in the manner and at the times and
places specified by Landlord, subject to Section 8.1(b) respecting Hazardous Materials. Landlord
reserves the right to require that Tenant participate in any recycling program designated by
Landlord.



     (14) Alcohol, Drugs, Food and Smoking. Landlord reserves the right to exclude or expel from
the Real Property 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 these
Rules and Regulations. Tenant shall not at any time manufacture, sell, use or give away, any
spirituous, fermented, intoxicating or alcoholic liquors on the Premises, nor permit any of the
same to occur. Tenant shall not at any time cook, sell, purchase or give away, food in any form by
or to any of Tenant’s agents or employees or any other parties on the Premises, nor permit any of
the same to occur (other than in microwave ovens and coffee makers properly maintained in good and
safe working order and repair in lunch rooms or kitchens for employees as may be permitted or
installed by Landlord, which does not violate any Requirements or bother or annoy any other
tenant). Tenant and its employees shall not smoke tobacco on any part of the Real Property
(including exterior areas) except those areas, if any, that are designated or approved as smoking
areas by Landlord.



     (15) Use of Common Areas; No Soliciting. Tenant shall not use the common areas, including
areas adjacent to the Premises, for any purpose other than ingress and egress, and any such use
thereof shall be subject to the other provisions of this Lease, including these Rules and
Regulations. Without limiting the generality of the foregoing, Tenant shall not allow anything to
remain in any passageway, sidewalk, court, corridor, stairway, entrance, exit, elevator, parking
or shipping area, or other area outside the Premises. Tenant shall not use the common areas to
canvass, solicit business or information from, or distribute any article or material to, other
tenants or invitees of the Real Property. Tenant shall not make any room-to-room canvass to
solicit business or information or to distribute any article or material to or from other tenants
of the Real Property and shall not exhibit, sell or offer to sell, use, rent or exchange any
products or services in or from the Premise unless ordinarily embraced within the Tenant’s use of
the Premises expressly permitted in the Lease.



     (16) Energy and Utility Conservation. Tenant shall not waste electricity, water, heat or air
conditioning or other utilities or services, and agrees to cooperate fully with Landlord to assure
the most effective and energy efficient operation of the Real Property and shall not allow the
adjustment (except by Landlord’s authorized Real Property personnel) of any controls. Tenant shall
not obstruct, alter or impair the efficient operation of the Building Systems, and shall not



F-3









 




place any item so as to interfere with air flow. Tenant shall keep corridor doors closed and shall
not open any windows, except that if the air circulation shall not be in operation, windows which
are openable may be opened with Landlord’s consent. If reasonably requested by Landlord (and as a
condition to claiming any deficiency in the air-conditioning or ventilation services provided by
Landlord), Tenant shall close any blinds or drapes in the Premises to prevent or minimize direct
sunlight.




     (17) Unattended 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 lights and water
faucets in the Premises (except heat to the extent necessary to prevent the freezing or bursting
of pipes).



     (18) Going-Out-Of-Business Sales and Auctions. Tenant shall not use, or permit any other
party to use, the Premises for any distress, fire, bankruptcy, close-out, “lost our lease” or
going-out-of-business sale or auction. Tenant shall not display any signs advertising the
foregoing anywhere in or about the Premises. This prohibition shall also apply to Tenant’s
creditors.



     (19) Labor
Harmony. Tenant shall not use (and upon notice from Landlord shall cease using)
contractors, services, workmen, labor, materials or equipment, or labor and employment practices
that, in Landlord’s good faith judgment, may cause strikes, picketing or boycotts or disturb labor
harmony with the workforce or trades engaged in performing other work, labor or services in or
about the Real Property.



     (20) Prohibited Activities. Tenant shall not: (i) use strobe or flashing lights in or on the
Premises, (ii) install or operate any internal combustion engine, boiler, machinery, refrigerating,
heating or air conditioning equipment in or about the Premises, (iii) use the Premises for housing,
lodging or sleeping purposes or for the washing of clothes, (iv) place any radio or television
antennae other than inside of the Premises, (v) operate or permit to be operated any musical or
sound producing instrument or device which may be heard outside the Premises, (vi) use any source
of power other than electricity, (vii) operate any electrical or other device from which may
emanate electrical, electromagnetic, energy, microwave, radiation or other waves or fields which
may interfere with or impair radio, television, microwave, or other broadcasting or reception from
or in the Real Property or elsewhere or impair or interfere with computers, faxes or
telecommunication lines or equipment at the Real Property or elsewhere, or create a health hazard,
(viii) bring or permit any bicycle or other vehicle, or dog (except in the company of a blind
person or except where specifically permitted) or other animal or bird in the Real Property, (ix)
make or permit objectionable noise, vibration, or odor to emanate from the Premises, (x) do
anything in or about the Premises or Real Property that is illegal, immoral, obscene, pornographic,
or anything that may in Landlord’s good faith opinion create or maintain a nuisance, cause physical
damage to the Premises or Real Property, interfere with the normal operation of the Systems and
Equipment, impair the appearance, character or reputation of the Premises or Real Property, create
waste to the Premises or Real Property, cause demonstrations, protests, loltering, bomb threats or
other events that may require evacuation of the Building, (xi) advertise or engage in any
activities which violate the spirit or letter of any code of ethics or licensing requirements of
any professional or business organization, (xii) throw or permit to be thrown or dropped any
article from any window or other opening in the Real Property, (xiii) use the Premises for any
purpose, or permit upon the Premises or Real Property anything, that may be dangerous to persons or
property (including firearms or other weapons (whether or not licensed or used by security guards)
or any explosive or combustible articles or materials), (xiv) place vending or game machines in the
Premises, except vending machines for employees, (xv) adversely affect



F-4









 




the indoor air quality of the Premises or Real Property, or (xvi) do or permit anything to be done
upon the Premises or Real Property in any way tending to disturb, bother, annoy or interfere with
Landlord or any other tenant at the Real Property or the tenants of neighboring property, or
otherwise disrupt orderly and quiet use and occupancy of the Real Property.




     (21) Parking. The following Rules and Regulations shall apply in the below-grade Real
Property garage:



     (i) Parking shall be available in areas designated by Landlord from time to time, and for
such daily or monthly charges as Landlord may establish from time to time. Parking for Tenant and
its employees and visitors shall be on a “first come, first served,” unassigned basis, in common
with Landlord and other tenants at the Real Property, and their employees and visitors, and other
Persons to whom Landlord shall grant the right or who shall otherwise have the right to use the
same. Landlord reserves the right to: (x) adopt additional requirements or procedures pertaining
to parking, including a valet system, (y) assign specific spaces, and reserve spaces for small and
other size cars, disabled persons, and other tenants, customers of tenants or other parties/and
(z) restrict or prohibit full size vans and other large vehicles.



     (ii) Monthly fees shall be paid in advance prior to the first of each month. Failure to do so
will automatically cancel parking privileges. No deductions from the monthly rate will be made for
days on which the garage is not used by Tenant or its designees. In case of any violation of these
Rules and Regulations, Landlord may also refuse to permit the violator to park, and may remove the
vehicle owned or driven by the violator from the Real Property without liability whatsoever, at
such violator’s risk and expense. Landlord reserves the right to close all or a portion of the
parking areas or facilities in order to make repairs or perform maintenance services, or any other
reason beyond Landlord’s reasonable control. In the event access is denied for any reason, any
monthly parking charges shall be abated to the extent access is denied, as Tenant’s sole recourse.



     (iii) Hours shall be reasonably established by Landlord or its parking operator from time to
time; cars must be parked entirely within the stall lines, and only small or other qualifying cars
may be parked in areas reserved for such cars; all directional signs, arrows and speed limits must
be observed; spaces reserved for disabled persons must be used only by vehicles properly
designated; washing, waxing, cleaning or servicing of any vehicle is prohibited; parking is
prohibited in areas: (a) not striped or designated for parking, (b) aisles, (c) where “no parking”
signs are posted, (d) on ramps, and (e) loading areas and other specially designated areas.
Delivery trucks and vehicles shall use only those areas designated therefor.



     (iv) Parking stickers, key cards or any other devices or forms of identification or entry
shall remain the property of Landlord. Such devices must be displayed as requested and may not be
mutilated in any manner. The serial number of the parking identification device may not be
obliterated. Devices are not transferable and any device in the possession of an unauthorized
holder will be void. Loss or theft of parking identification, key cards or other such devices must
be reported to Landlord or any garage manager immediately. Any parking devices reported lost or
stolen which are found on any unauthorized car will be confiscated and the illegal holder will be
subject to prosecution. Lost or stolen devices found by Tenant or its employees must be reported
to Landlord or the office of the garage immediately.



     (22) Responsibility for Compliance. Tenant shall be responsible for ensuring compliance with
these Rules and Regulations and Regulations, as they may be amended, by Tenant’s employees and as
applicable, by Tenant’s agents, invitees, contractors, subcontractors,



F-5









 




and suppliers. Tenant shall cooperate with any reasonable program or requests by Landlord to
monitor and enforce the Rules and Regulations, including providing vehicle numbers and taking
appropriate action against such of the foregoing parties who violate these provisions.





F-6










 





EXHIBIT G




Form of Letter of Credit




	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

Contact Phones:                                   
	 	 






IRREVOCABLE LETTER OF CREDIT




	 	 	 
	                                        , 20___

	 	Our irrevocable standby Letter of Credit:
	 

	 	No.                                                                          
  
	Beneficiary:
	 	 
	 

	 	Applicant:
	227 Monroe Street, Inc.
	 	 
	                                                                      
          

	 	                                                                  
         
	                                                                      
          

	 	                                                                       
    
	Attention:                                                             

	 	                                                                        
    
	 

	 	Attention:                                                             
	 
	 	 
	 

	 	Amount: Exactly USD $                                      
	 

	 	(                                                                 Dollars)
	 
	 	 
	 

	 	Final Date of Expiration:
	 

	 	                    [INSERT DATE WHICH IS ONE
	 

	 	HUNDRED TWENTY (120) DAYS AFTER
	 

	 	LEASE EXPIRATION DATE]






     We (the “Bank”) hereby issue our irrevocable standby Letter of Credit No.                     
in Beneficiary’s favor for the account of the above-referenced Applicant, in the aggregate amount
of exactly USD $                     .



     This Letter of Credit is available with us at our above office by presentation of your draft
drawn on us at sight bearing the clause: “Drawn under                      [INSERT NAME OF BANK] Letter
of Credit No.                     ” and accompanied by the original of this Letter of
Credit. Such sight draft may be signed by Beneficiary or Beneficiary’s managing agent.



     Special conditions:



     Partial draws, as well as multiple presentations and drawings, under this Letter of Credit
are permitted. Notwithstanding anything to the contrary contained herein, this Letter of Credit
shall expire permanently without renewal on                     [INSERT DATE WHICH IS ONE
HUNDRED TWENTY (120) DAYS AFTER LEASE EXPIRATION DATE].



     This Letter of Credit shall be automatically extended for an additional period of one (1)
year, without amendment, from the present or each future expiration date but in any event not
beyond                     [INSERT DATE WHICH IS ONE HUNDRED TWENTY (120) DAYS
AFTER LEASE EXPIRATION DATE] which shall be the final expiration date of this Letter of



G-1









 




Credit, unless, at least sixty (60) days prior to the then current expiration date, we notify you
by registered mail/overnight courier service at the above address that this Letter of Credit will
not be extended beyond the current expiration date.




     We hereby agree with you that all drafts drawn under and in compliance with the terms of this
Letter of Credit will be duly honored upon presentation to us on or before the expiration date of
this Letter of Credit, regardless of whether Applicant disputes such presentation.



     This Letter of Credit is transferable one or more times and any such transfer shall be
effected by us, provided that you deliver to us your written request for transfer in form and
substance reasonably satisfactory to us. Beneficiary may, at any time and without notice to
Applicant and without first obtaining Applicant’s consent thereto, transfer all or any portion of
Beneficiary’s interest in and to the Letter of Credit to another party, person or entity,
regardless of whether or not such transfer is separate from or as a part of the assignment by
Beneficiary of Beneficiary’s rights and interests in and to that certain lease agreement dated                     , by
and between                     , as landlord, and                     , as tenant, for premises located
at                     ,                     ,                     . The original of this Letter of
Credit together with any amendments thereto must accompany any such transfer request.



     Except so far as otherwise expressly stated, this documentary credit is subject to Uniform
Customs and Practice for Documentary Credits, 1993 Revision, International Chamber Of Commerce
Publication No. 500.



	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized signature
	 	 





Please direct any correspondence including drawing or inquiry quoting our reference number to the
above referenced address.




G-2









 





EXHIBIT H




Form of SNDA



 




(the “Lender”)




- and -




(Tenant)



 




SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT



 




	 	 	 	 	 
	 

	 	Dated:                                         , 200_
	 	 
	 
	 	 	 	 
	 

	 	Location:	 	 
	 
	 	 	 	 
	 

	 	County:	 	 






UPON

RECORDATION RETURN TO:




	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 







 









 








SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT



THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) made as of
the ___ day of                     , 200___ by and between
                                                                           
                                         (the “Lender”), and
                                                            , an                     , having  an address  at                                         ,                     ,
                     (“Tenant”).




RECITALS




          A. Tenant is the tenant under a certain lease (the “Lease”) dated
                                        , with                                         
                    , a
                                                             (“Landlord”) or its predecessor in interest, of
premises described in the Lease (the “Premises”) located in a certain office building known as
                                         located in the
County of                                   
      , State of                                          and more particularly described in Exhibit A attached hereto
and made a part hereof (such office building, including the Premises, is hereinafter referred to as
the “Property”).




          B. Landlord represents to Tenant that Landlord has executed a deed of trust in favor of
Lender pursuant to which Landlord encumbered Landlord’s interest in the Property to secure, among
other things, a loan made by Lender (or its predecessor in interest) to Landlord on terms more
particularly set for in that certain Loan Agreement between Lender (or its predecessor in
interest) and Landlord. The Deed of Trust and the Loan Agreement, along with other pertinent loan
documents are hereinafter collectively referred to as the “Security Documents”.




AGREEMENT




          For mutual consideration, including the mutual covenants and agreements set forth below, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:




          1. Tenant agrees that the Lease is and shall be subject and subordinate to the Security
Documents and to all present or future advances under the obligations secured thereby and all
renewals, amendments, modifications, consolidations, replacements and extensions of the secured
obligations and the Security Documents, to the full extent of all amounts secured by the Security
Documents from time to time. Said subordination is to have the same force and effect as if the
Security Documents and such renewals, modifications, consolidations, replacements and extensions
thereof had been executed, acknowledged, delivered and recorded prior to the Lease, any amendments
or modifications thereof and any notice thereof.




 









 





          2. Lender agrees that, if the Lender exercises any of its rights under the Security
Documents, including an entry by Lender pursuant to the Mortgage or a foreclosure of the Mortgage,
Lender shall not disturb Tenant’s right of quiet possession of the Premises under the terms of the
Lease so long as Tenant is not in default beyond any applicable grace period of any term, covenant
or condition of the Lease.




          3. Tenant agrees that, in the event of a foreclosure of the Mortgage by Lender or the
acceptance of a deed in lieu of foreclosure by Lender or any other succession of Lender to fee
ownership, Tenant will attorn to and recognize Lender as its landlord under the Lease for the
remainder of the term of the Lease (including all extension periods which have been or are
hereafter exercised) upon the same terms and conditions as are set forth in the Lease, and Tenant
hereby agrees to pay and perform all of the obligations of Tenant pursuant to the Lease.




          4. Tenant agrees that, in the event Lender succeeds to the interest of Landlord under the
Lease, Lender shall not be:




          (a) liable for any act or omission of any prior Landlord (including, without limitation, the
then defaulting Landlord), or




          (b) subject to any defense or offsets which Tenant may have against any prior Landlord
(including, without limitation, the then defaulting Landlord), or




          (c) bound by any payment of rent or additional rent which Tenant might have paid for more
than one month in advance of the due date under the Lease to any prior Landlord (including,
without limitation, the then defaulting Landlord), or




          (d) bound by any obligation to make any payment to Tenant which was required to be made prior
to the time Lender succeeded to any prior Landlord’s interest, or




          (e) accountable for any monies deposited with any prior Landlord (including security
deposits), except to the extent such monies are actually received by Lender, or




          (f) bound by any surrender, termination, amendment or modification of the Lease made without
the consent of Lender or a predecessor of Lender.




          5. Tenant agrees that, notwithstanding any provision hereof to the contrary, the terms of the
Mortgage shall continue to govern with respect to the disposition of any insurance proceeds or
eminent domain awards, and any obligations of Landlord to restore the real estate of which the
Premises are a part shall, insofar as they apply to Lender, be limited to insurance proceeds or
eminent domain awards received by Lender after the deduction of all costs and expenses incurred in
obtaining such proceeds or awards.




          6. Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under
the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to
Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy
of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any
Landlord default under the Lease, or to cause any default of Landlord




-2-









 




under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional
period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such
default in addition to the period given to Landlord for remedying, or causing to be remedied, any
such default. Tenant shall accept performance by Lender of any term, covenant, condition or
agreement to be performed by Landlord under the Lease with the same force and effect as though
performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist
as long as Lender, in good faith, shall have commenced to cure such default within the above
referenced time period and shall be prosecuting the same to completion with reasonable diligence,
subject to force majeure. In the event of the termination of the Lease by reason of any default
thereunder by Landlord, upon Lender’s written request, given within thirty (30) days after any
such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute
and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of
the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall
have the right, without Tenant’s consent, to foreclose the Mortgage or to accept a deed in lieu of
foreclosure of the Mortgage or to exercise any other remedies under the Security Documents.




          7. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in
connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is
to be assigned to Lender solely as security for the purposes specified in said assignments, and
Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or
renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection
of rents thereunder, unless Lender shall specifically undertake such liability in writing or
unless Lender or its designee or nominee becomes, and then only with respect to periods in which
Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon
receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will
thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease.




          8. The Lease shall not be assigned by Tenant, modified, amended or terminated (except a
termination that is permitted in the Lease without Landlord’s consent) without Lender’s prior
written consent in each instance.




          9. Any notice, election, communication, request or other document or demand required or
permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to
occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return
receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified
or registered mail, return receipt requested, or if sent via a recognized commercial courier
service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the
following addresses:




               If to Tenant:



-3-









 





               If to Lender:



	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






          10. The term “Lender” as used herein includes any successor or assign of the named Lender
herein, including without limitation, any co-lender at the time of making the Loan, any purchaser
at a foreclosure sale and any transferee pursuant to a deed in lieu of foreclosure, and their
successors and assigns, and the terms “Tenant” and “Landlord” as used herein include any successor
and assign of the named Tenant and Landlord herein, respectively; provided, however, that such
reference to Tenant’s or Landlord’s successors and assigns shall not be construed as Lender’s
consent to any assignment or other transfer by Tenant or Landlord.




          11. If any provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, such provision shall be deemed modified to the extent necessary to be
enforceable, or if such modification is not practicable, such provision shall be deemed deleted
from this Agreement, and the other provisions of this Agreement shall remain in full force and
effect, and shall be liberally construed in favor of Lender.




          12. Neither this Agreement nor any of the terms hereof may be terminated, amended,
supplemented, waived or modified orally, but only by an instrument in writing executed by the
party against which enforcement of the termination, amendment, supplement, waiver or modification
is sought.




          This Agreement shall be construed in accordance with the laws of the state of in which the
Property is located.




          The person executing this Agreement on behalf of Tenant is authorized by Tenant to do so and
execution hereof is the binding act of Tenant enforceable against Tenant.




-4-









 





          Witness the execution hereof [under seal] as of the date first above written.




	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





          The undersigned Landlord hereby consents to the foregoing Agreement and confirms the
facts stated in the foregoing Agreement.




	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





[ADD APPROPRIATE ACKNOWLEDGMENT]




STATE OF                                                             )

                                                                                )SS.

COUNTY OF                                                          )




          On                          , 200___, personally appeared the above named
                                             , a                      of
                                            , and acknowledged the foregoing to be the free act and
deed of said association, before me.




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 
	 

	 	My commission expires:____________	 	 






                                        , ss.




          On                     , 200___, personally appeared the above named
                    , the                     , of                      and
acknowledged the foregoing to be the free act and deed of said                     ,
before me.




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 
	 

	 	My commission expires:____________	 	 






                                        , ss.




          On                     , 200___, personally appeared the above named
                    , the                     , of
                     and acknowledged the foregoing to be the free act and
deed of said                     , before me.




	 	 	 	 	 
	 

	 	 

Notary Public
	 	 
	 

	 	My commission expires:____________