Exhibit 10.1


 


Lease


 


 


ONE
PARKWAY NORTH


 


 


* * * * * * * * * * * * * * * * * * * *


 


 


Between


 


 


UNITED STATIONERS SUPPLY CO.


 


(Tenant)


 


 


and


 


 


CARR
PARKWAY NORTH I, LLC


(Landlord)


 





















 


Table of Contents


 


	
  Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  LEASE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  RENT

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Types of Rent

  	
   

  
	
  (1)

  	
  Base Rent

  	
   

  
	
  (2)

  	
  Operating Cost Share Rent

  	
   

  
	
  (3)

  	
  Tax Share Rent

  	
   

  
	
  (4)

  	
  Additional Rent

  	
   

  
	
  (5)

  	
  Rent

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Payment of Operating Cost Share Rent and
  Tax Share Rent

  	
   

  
	
  (1)

  	
  Payment of Estimated Operating Cost Share
  Rent

  	
   

  
	
  (2)

  	
  Correction of Operating Cost Share Rent

  	
   

  
	
  (3)

  	
  Payment of Tax Share Rent

  	
   

  
	
  (4)

  	
  Limit on Operating Cost Share Rent and Tax
  Share Rent

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Definitions

  	
   

  
	
  (1)

  	
  Included Operating Costs

  	
   

  
	
  (2)

  	
  Excluded Operating Costs

  	
   

  
	
  (3)

  	
  Taxes

  	
   

  
	
  (4)

  	
  Lease Year

  	
   

  
	
  (5)

  	
  Fiscal Year

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Computation of Base Rent and Rent
  Adjustments

  	
   

  
	
  (1)

  	
  Prorations

  	
   

  
	
  (2)

  	
  Default Interest

  	
   

  
	
  (3)

  	
  Rent Adjustments

  	
   

  
	
  (4)

  	
  Books and Records

  	
   

  
	
  (5)

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  PREPARATION AND CONDITION OF PREMISES;
  POSSESSION AND SURRENDER OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Condition of Premises

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Tenant’s Possession

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Inspection Access

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Maintenance

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  PROJECT SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Heating and Air Conditioning

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Elevators

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Electricity

  	
   

  
							



 


i





















 


	
  D.

  	
  Telecommunications Services

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Water

  	
   

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Janitorial Service

  	
   

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Interruption of Services

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  ALTERATIONS AND REPAIRS

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Landlord’s Consent and Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Damage to Systems

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  No Liens

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Ownership of Improvements

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Removal at Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  USE OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  GOVERNMENTAL REQUIREMENTS AND BUILDING
  RULES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  WAIVER OF CLAIMS; INDEMNIFICATION;
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Waiver of Claims

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Tenant’s Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Insurance Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Landlord’s Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  FIRE AND OTHER CASUALTY

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Restoration

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  EMINENT DOMAIN

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  RIGHTS RESERVED TO LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Signs

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Window Treatments

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Keys

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Access

  	
   

  
					



 


ii





















 


	
  F.

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Heavy Articles

  	
   

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Show Premises

  	
   

  
	
   

  	
   

  	
   

  
	
  I.

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  J.

  	
  Use of Lockbox

  	
   

  
	
   

  	
   

  	
   

  
	
  K.

  	
  Repairs and Alterations

  	
   

  
	
   

  	
   

  	
   

  
	
  L.

  	
  Landlord’s Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  M.

  	
  Building Services

  	
   

  
	
   

  	
   

  	
   

  
	
  N.

  	
  Other Actions

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  TENANT’S DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Rent Default

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Other Performance Default

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Landlord’s Remedies

  	
   

  
	
  (1)

  	
  Termination of Lease or Possession

  	
   

  
	
  (2)

  	
  Lease Termination Damages

  	
   

  
	
  (3)

  	
  Possession Termination Damages

  	
   

  
	
  (4)

  	
  Landlord’s Remedies Cumulative

  	
   

  
	
  (5)

  	
  Mitigation of Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Tenant’s Remedies

  	
   

  
	
  (1)

  	
  Default by Landlord and Tenant’s Remedies

  	
   

  
	
  (2)

  	
  Offset Rights

  	
   

  
	
  (3)

  	
  Self-Help Rights

  	
   

  
	
  (4)

  	
  Mitigation of Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Waiver of Trial by Jury

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Litigation Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  SURRENDER

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  HOLDOVER

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  SUBORDINATION TO GROUND LEASES AND
  MORTGAGES

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Subordination

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Termination of
  Ground Lease or Foreclosure of Mortgage

  	
   

  
				



 


iii





















 


	
  C.

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Notice and Right to Cure

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  ASSIGNMENT AND SUBLEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  In General

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Landlord’s Consent

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Procedure

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Excess Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Recapture

  	
   

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Affiliate Transfers

  	
   

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Recognition of Subleases

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  CONVEYANCE BY LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  ESTOPPEL CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  INTENTIONALLY DELETED

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  FORCE MAJEURE

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  INTENTIONALLY DELETED

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  To Landlord

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  To Tenant

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  QUIET POSSESSION

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  REAL ESTATE BROKER

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Successors and Assigns

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Date Payments Are Due

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Meaning of “Landlord”, “Re-Entry, “including”
  and “Affiliate\

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Time of the Essence

  	
   

  
				



 


iv





















 


	
  E.

  	
  No Option

  	
   

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  I.

  	
  No Oral Modification

  	
   

  
	
   

  	
   

  	
   

  
	
  J.

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  K.

  	
  Captions

  	
   

  
	
   

  	
   

  	
   

  
	
  L.

  	
  Authority

  	
   

  
	
   

  	
   

  	
   

  
	
  M.

  	
  Landlord’s Enforcement of Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  N.

  	
  Entire Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  O.

  	
  Landlord’s Title

  	
   

  
	
   

  	
   

  	
   

  
	
  P.

  	
  Light and Air Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  Q.

  	
  Singular and Plural

  	
   

  
	
   

  	
   

  	
   

  
	
  R.

  	
  Recording by Tenant

  	
   

  
	
   

  	
   

  	
   

  
	
  S.

  	
  Exclusivity

  	
   

  
	
   

  	
   

  	
   

  
	
  T.

  	
  No Construction Against Drafting Party

  	
   

  
	
   

  	
   

  	
   

  
	
  U.

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  V.

  	
  Rent Not Based on Income

  	
   

  
	
   

  	
   

  	
   

  
	
  W.

  	
  Building Manager and Service Providers

  	
   

  
	
   

  	
   

  	
   

  
	
  X.

  	
  Late Charge and Interest on Late Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  Y.

  	
  Tenant’s Financial Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  Z.

  	
  OFAC and Anti-Money Laundering Compliance
  Certifications

  	
   

  
	
   

  	
   

  	
   

  
	
  AA.

  	
  Building Access

  	
   

  
	
   

  	
   

  	
   

  
	
  BB.

  	
  Fire Stairs Use

  	
   

  
	
   

  	
   

  
	
  27.

  	
  UNRELATED BUSINESS INCOME

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  HAZARDOUS SUBSTANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Tenant Compliance

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Landlord Compliance

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  EXCULPATION

  	
   

  
				



 


v





















 


	
  30.

  	
  OPTIONS TO EXTEND

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  RIGHT OF FIRST OFFER

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  EXPANSION OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  33.

  	
  CONTRACTION OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  OPTION TO PURCHASE PROJECT

  	
   

  
	
   

  	
   

  	
   

  
	
  35.

  	
  SIGNAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  PARKING

  	
   

  
	
   

  	
   

  	
   

  
	
  37.

  	
  STORAGE SPACE

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  ROOF RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  39.

  	
  BACK-UP GENERATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A - PLANS OF THE INITIAL
  PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A-1 - PLAN OF ADDITIONAL
  PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX B - RULES AND REGULATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX C - TENANT IMPROVEMENT
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX D - HVAC SPECIFICATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX E - JANITORIAL
  SPECIFICATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX F - LEASEHOLD TITLE
  INSURANCE POLICY

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX G - PRIOR TENANT RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX H - BUILDING CONSTRUCTION
  RULES

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX I - BASE BUILDING
  CONDITION

  	
   

  
				



 


vi





















 


LEASE


 


THIS LEASE (the “Lease”) is made as of June    ,
2005 between Carr Parkway North I, LLC, a Delaware limited liability company
(the “Landlord”) and the Tenant as
named in the Schedule below.  The
term “Project” means the building (the “Building”) known as “One Parkway North Center”
and the land (the “Land”) located at
One Parkway North Boulevard, Deerfield, Illinois.  “Premises”
means that part of the Project leased to Tenant described in the Schedule and
outlined on Appendix A.  “Office Park”
means the approximately 90 acre development commonly known as Parkway North
Center which currently includes, among other things, six major office buildings
and a hotel.


 


The following schedule (the
“Schedule”) is an integral part of this
Lease.  Terms defined in this Schedule shall
have the same meaning throughout the Lease.


 


SCHEDULE


 


1.               Tenant:                                   United
Stationers Supply Co., an Illinois corporation


 


2.               Premises:                     Portions
of the first (1st), second (2nd), third (3rd),
fourth (4th) and fifth (5th) floors as shown on Appendix
A attached hereto (“Premises”)


 


As more fully provided below, Landlord grants to
Tenant the nonexclusive right to use all common areas of the Project,
including, without limitation, the atrium and west lobby of the Building.  Tenant acknowledges, however, that the west
lobby of the Building is currently being utilized by the current tenants of the
Building as an entrance to the Building and as a means of ingress and egress to
and from the atrium area of the Building, and that Landlord retains the right
to permit, on a non-exclusive basis, other tenants of the Building and their
employees, guests and invitees to gain entrance to the Building through such
west lobby area at all times and to use such west lobby as a means of ingress
and egress to and from the atrium area of the Building.  Notwithstanding the foregoing, Landlord
acknowledges that the west lobby area will be the main reception area for
Tenant, and Landlord will use commercially reasonable efforts to encourage
tenants currently using the west lobby to use the south lobby of the Building
once such tenants are relocated. 
Landlord will promptly notify Tenant in writing if Landlord has
hereafter been able to obtain waivers from all currently existing tenants of
their right to use such west lobby as an entrance into the Building; upon
receipt of such notice, Landlord and Tenant shall thereafter enter into an
amendment to this Lease which adds such west lobby to the Premises demised
hereunder and provides Tenant with exclusive use and control thereof (unless
Landlord thereafter requires use of such west lobby as an entrance/exit to and
from the Building for the benefit of any tenants who may be leasing any portion
of the Contraction Space defined in Section 33 below, in which case
Landlord and Tenant shall enter into a further amendment to this Lease which
removes such west lobby from the Premises then demised hereunder).


 


1





















 


3.               Rentable Square Feet of
the Premises:       Approximately
203,562 rentable square feet


 


Landlord and Tenant acknowledge that
OWP&P has prior to the date of execution of this Lease confirmed the
measurement of all square footage calculations in connection with this
Lease.  The foregoing measurements, as
well as the measurement of the Building and any future measurement of the
Premises to be leased to Tenant, hereunder will conform to BOMA ANSI Z65.1-1996
standards.


 


4.               Tenant’s
Proportionate Share:  79.98% (based upon a total of 254,527
rentable square feet in the Building)


 


5.               Security Deposit:  N/A


 


6.               Tenant’s Real Estate
Broker for this Lease:  Staubach Midwest LLC


 


7.               Landlord’s Real
Estate Broker for this Lease:
Carr Real Estate Services, Inc.


 


8.               Tenant Improvements,
if any:  See the Tenant Improvement
Agreement attached hereto as Appendix C.


 


9.               Commencement
Date: 
November 1, 2005


 


10.         Termination
Date/Term:    October 31,
2016, subject to extension and early termination as hereinafter provided 


 


11.         Guarantor:    N/A


 


12.         Base Rent:


 


(Calculated on the basis of 75,000 rentable
square feet through June 30, 2006, and 203,562 rentable square feet
thereafter)


 


	
  Period

  	
   

  	
  Rate Per Sq. Ft.

  	
   

  	
  Annual Base Rent

  	
   

  	
  Monthly

  Installment

  	
   

  
	
  November 1,
  2005 - June 30, 2006

  	
   

  	
  $

  	
  12.60

  	
   

  	
  $

  	
  945,000.00

  	
   

  	
  $

  	
  78,750.00

  	
   

  
	
  July 1,
  2006 - October 31, 2006

  	
   

  	
  $

  	
  12.60

  	
   

  	
  $

  	
  2,564,881.20

  	
   

  	
  $

  	
  213,740.10

  	
   

  
	
  November 1,
  2006 - October 31, 2007

  	
   

  	
  $

  	
  13.00

  	
   

  	
  $

  	
  2,646,306.00

  	
   

  	
  $

  	
  220,525.50

  	
   

  
	
  November 1,
  2007 - October 31, 2008

  	
   

  	
  $

  	
  13.40

  	
   

  	
  $

  	
  2,727,730.80

  	
   

  	
  $

  	
  227,310.90

  	
   

  
	
  November 1,
  2008 - October 31, 2009

  	
   

  	
  $

  	
  13.80

  	
   

  	
  $

  	
  2,809,155.60

  	
   

  	
  $

  	
  234,096.30

  	
   

  
	
  November 1,
  2009 - October 31, 2010

  	
   

  	
  $

  	
  14.20

  	
   

  	
  $

  	
  2,890,580.40

  	
   

  	
  $

  	
  240,881.70

  	
   

  



 


2





















 


	
  Period

  	
   

  	
  Rate Per Sq. Ft.

  	
   

  	
  Annual Base Rent

  	
   

  	
  Monthly

  Installment

  	
   

  
	
  November 1,
  2010 - October 31, 2011

  	
   

  	
  $

  	
  14.60

  	
   

  	
  $

  	
  2,972,005.20

  	
   

  	
  $

  	
  247,667.10

  	
   

  
	
  November 1,
  2011 - October 31, 2012

  	
   

  	
  $

  	
  15.00

  	
   

  	
  $

  	
  3,053,430.00

  	
   

  	
  $

  	
  254,452.50

  	
   

  
	
  November 1,
  2012 - October 31, 2013

  	
   

  	
  $

  	
  15.40

  	
   

  	
  $

  	
  3,134,854.80

  	
   

  	
  $

  	
  261,237.90

  	
   

  
	
  November 1,
  2013 - October 31, 2014

  	
   

  	
  $

  	
  15.80

  	
   

  	
  $

  	
  3,216,279.60

  	
   

  	
  $

  	
  268,023.30

  	
   

  
	
  November 1,
  2014 - October 31, 2015

  	
   

  	
  $

  	
  16.20

  	
   

  	
  $

  	
  3,297,704.40

  	
   

  	
  $

  	
  274,808.70

  	
   

  
	
  November 1,
  2015 - October 31, 2016

  	
   

  	
  $

  	
  16.60

  	
   

  	
  $

  	
  3,379,129.20

  	
   

  	
  $

  	
  281,594.10

  	
   

  



 


Notwithstanding anything to the contrary
contained herein, and solely as a concession to enter into this Lease, Tenant’s
obligations for the payment of Base Rent (but not Operating Cost Share Rent,
Tax Share Rent or Additional Rent as provided in Section 3 below) with
respect to the Premises shall be abated in full for the period commencing on November 1,
2005 and ending on December 31, 2006 (the “Full Abatement”) and
shall be abated in part to the extent of $139,275.50 per month (the “Partial
Abatement”) for the period beginning January 1, 2007 and ending April 30,
2007 (the foregoing full and partial abatements of Base Rent are referred to
hereinafter as “Free Rent Period”). 



 


3





















 


1.                                      LEASE AGREEMENT.  


 


A.                                   Premises.  On the terms stated in this Lease, Landlord
leases the Premises to Tenant, and Tenant leases the Premises from Landlord,
for the Term beginning on the Commencement Date with respect to each respective
portion of the Premises and ending on the Termination Date unless extended or
sooner terminated pursuant to this Lease.


 


B.                                     Additional Premises.  Tenant shall have the right to elect, by
giving written notice to Landlord on or before August 1, 2005, to include
within the Premises certain additional space located on the first (1st) floor
of the Building consisting of approximately 8,589 rentable square feet and
identified on Appendix A-1 attached hereto (the “Additional Premises”) upon the same terms and conditions as
the remainder of the Premises initially demised hereby, including, without
limitation, Base Rent at the same rate per square foot as set forth in Item 12
of the Schedule, and with the Construction Allowance, Drawings Allowance and
Moving Allowance at the same per square foot amount as set forth in the Tenant
Improvement Agreement, and with the same Full Abatement (but not the Partial
Abatement) applicable thereto.  Without
limiting the generality of the effect of the foregoing, the rentable square
feet of the Premises and Tenant’s Proportionate Share shall be adjusted
accordingly.


 


C.                                     Common
Areas.  In addition, Landlord grants
to Tenant the non-exclusive right, in common with the other tenants of the
Building, to use (i) the public and common areas of the Building and any
other Building amenities or facilities which are generally available from time
to time for use by tenants of the Building, (ii) any entrances, stairs,
rights of pedestrian and vehicular ingress, egress and access with respect to
the Building and Land that are generally available to tenants of the Building,
elevators, driveways, fire corridors, public restrooms, loading docks and such
other facilities or areas as are designated from time to time for common or
public use and (iii) all other rights, appurtenances, privileges, licenses
or hereditaments now or hereafter belonging or appertaining to all or any part
of the Premises, the Land or the Building which are available from time to time
for common use.  Without limiting the
generality of the foregoing, Tenant shall have the non-exclusive right to use
any of the private roadways located from time to time in the Office Park.


 


2.                                      RENT.  


 


A.                                   Types of Rent.  Tenant shall pay the following Rent in the
form of a check to Landlord at the following address:


 


Carr Parkway North I, LLC


c/o PNC Bank


P.O. Box 644016


Pittsburgh, PA 15264-4016


 


or by wire transfer as follows:


 


PNC Bank


ABA Number 043000096


Account Number 1004339188


 


4





















 


or in such other
commercially reasonable manner as Landlord may notify Tenant:


 


(1)                                  Base Rent in
monthly installments in advance, on or before the first day of each month of
the Term, in the amount set forth on the Schedule.


 


(2)                                  Operating
Cost Share Rent in an amount equal to the Tenant’s Proportionate
Share of the Operating Costs for the applicable fiscal year of the Lease, paid
monthly in advance in an estimated amount. 
Definitions of Operating Costs and Tenant’s Proportionate Share, and the
method for billing and payment of Operating Cost Share Rent are set forth in
Sections 2B, 2C and 2D.


 


(3)                                  Tax Share Rent
in an amount equal to the Tenant’s Proportionate Share of the Taxes for the
applicable fiscal year of this Lease paid within thirty (30) days after receipt
of copies of the tax bill and invoice for Tenant’s Proportionate Share thereof
as hereinafter provided.  A definition of
Taxes and the method for billing and payment of Tax Share Rent are set forth in
Sections 2B, 2C and 2D.


 


(4)                                  Additional Rent
in the amount of all costs, expenses, liabilities, and amounts which Tenant is
required to pay under this Lease, excluding Base Rent, Operating Cost Share
Rent, and Tax Share Rent, but including any interest for late payment of any
item of Rent.


 


(5)                                  Rent as used in
this Lease means Base Rent, Operating Cost Share Rent, Tax Share Rent and
Additional Rent.  Tenant’s agreement to
pay Rent is an independent covenant, with no right of setoff, deduction or
counterclaim of any kind, except as expressly set forth elsewhere in this
Lease.


 


B.                                     Payment of Operating Cost Share Rent
and Tax Share Rent. 


 


(1)                                  Payment
of Estimated Operating Cost Share Rent.  Landlord shall reasonably estimate the
Operating Costs of the Project by April 1 of each fiscal year, or as soon
as reasonably possible thereafter, but in no event later than May 1 of
each fiscal year.  Landlord may revise
these estimates whenever it obtains more accurate information, but in no event
more than one (1) time during any calendar year.


 


Within thirty (30) days
after receiving the original or revised estimate from Landlord, Tenant shall
pay Landlord one-twelfth (1/12th) of Tenant’s Proportionate Share of this
estimate, multiplied by the number of months that have elapsed in the
applicable fiscal year to the date of such payment including the current month,
minus payments previously made by Tenant for the months elapsed.  On the first day of each month thereafter,
Tenant shall pay Landlord one-twelfth (1/12th) of Tenant’s Proportionate Share
of this estimate, until a new estimate becomes applicable.


 


(2)                                  Correction
of Operating Cost Share Rent. 
Landlord shall deliver to Tenant a report for the previous fiscal year
(the “Operating Cost Report”) by May 15
of each year, or as soon as reasonably possible thereafter, setting forth (a) the
actual Operating Costs incurred, (b) the amount of Operating Cost Share
Rent due from Tenant, and (c) the 


 


5





















 


amount of
Operating Cost Share Rent paid by Tenant. 
Within thirty (30) days after such delivery, Tenant shall pay to
Landlord the amount due minus the amount paid. 
If the amount paid exceeds the amount due, Landlord shall pay such
excess to Tenant simultaneously with the delivery of the Operating Cost Report.


 


(3)                                  Payment of
Tax Share Rent.  Throughout
the Term, Landlord shall forward copies of all bills for Taxes (as hereinafter
defined) to Tenant and Tenant shall pay Landlord Tenant’s Proportionate Share
of such bill within thirty (30) days after receipt of a copy of such bill from
Landlord, but in no event sooner than thirty (30) days prior to the date
payment of such bill is due and payable to the applicable taxing
authority.  To the extent any bill for
Taxes applies to a period falling within the Term hereof and also a period
either before or after the Term hereof, Tenant shall only be responsible for
the portion of the bill related to Taxes applicable to the Term hereof and,
accordingly, such bill shall be appropriately prorated between Landlord and
Tenant.  


 


(4)                                  Limit on Operating Cost Share Rent
and Tax Share Rent.  Landlord agrees
that the aggregate amount of the Operating Cost Share Rent and Tax Share Rent
for calendar years 2005 and 2006 shall not for such years exceed on a rentable
square foot (RSF) basis $8.00/RSF and $8.50/RSF, respectively, appropriately
pro rated to account for any partial calendar years, as applicable.


 


C.                                     Definitions. 


 


(1)                                  Included
Operating Costs.  “Operating Costs” means any commercially
reasonable expenses, costs and disbursements of any kind other than Taxes, paid
or incurred by Landlord in connection with the management, maintenance,
operation, insurance, repair and other related activities in connection with
any part of the Project and of the personal property, fixtures, machinery,
equipment, systems and apparatus used in connection therewith, including the
cost of providing those services required to be furnished by Landlord under
this Lease.  Operating Costs shall also
include the costs of any capital improvements as determined in accordance with
generally accepted accounting principles, which reduce Operating Costs, and
those made to keep the Project in compliance with new governmental requirements
first applicable to the Project after the Commencement Date (collectively, “Included
Capital Items”); provided, that the costs of any Included Capital Item
shall be amortized by Landlord in accordance with generally acceptable accounting
principles over the estimated useful life of such item and such amortized costs
are only included in Operating Costs for that portion of the useful life of the
Included Capital Item which falls within the Term.


 


If the Project is not
fully occupied during any portion of any fiscal year, Landlord may adjust (an “Equitable Adjustment”) Operating Costs which
vary with occupancy levels in the Building to equal what would have been
incurred by Landlord had the Project been fully occupied.  This Equitable Adjustment shall apply only to
Operating Costs which are variable and therefore increase as occupancy of the
Project increases.  Landlord may
incorporate the Equitable Adjustment in its estimates of Operating Costs.  The foregoing Equitable Adjustment is
intended to permit Landlord to fully recover Operating Costs actually incurred
by Landlord and is not intended to, and shall not be 


 


6





















 


deemed or
construed to, permit Landlord to collect more than 100% of all Operating Costs
incurred by Landlord or otherwise result in a profit to Landlord.  For purposes of determining the Equitable
Adjustment, “fully occupied” shall mean 95% or more of the rentable square
footage of the Building is leased.


 


If Landlord does not
furnish any particular service whose cost would have constituted an Operating
Cost to a tenant other than Tenant who has undertaken to perform such service
itself, Operating Costs which vary with occupancy levels shall be increased by
the amount which Landlord would have incurred if it had furnished the service
to such tenant.


 


(2)                                  Excluded
Operating Costs.  Operating
Costs shall not include:


 


(a)                                  costs
of alterations of tenant premises;


 


(b)                                 costs
of capital improvements other than Included Capital Items;


 


(c)                                  interest
and principal payments on mortgages or any other debt costs, or rental payments
on any ground lease of the Project;


 


(d)                                 real
estate brokers’ leasing commissions;


 


(e)                                  legal
fees, space planner fees and advertising expenses incurred with regard to
leasing the Building or portions thereof;


 


(f)                                    any
cost or expenditure for which Landlord is reimbursed or entitled to be
reimbursed, by insurance proceeds, warranties 
or otherwise, except by Operating Cost Share Rent;


 


(g)                                 the
cost of any service furnished to any tenant of the Project which Landlord does
not make available to Tenant;


 


(h)                                 depreciation
and other “non-cash expense items or amortization (except on any Included
Capital Items);


 


(i)                                     franchise
or income taxes imposed upon Landlord;


 


(j)                                     costs
of correcting defects in construction of the Building (as opposed to the cost
of normal repair, maintenance and replacement);


 


(k)                                  legal
and auditing fees which are for the benefit of Landlord such as collecting
delinquent rents, preparing tax returns and other financial statements, and
audits other than those incurred in connection with the preparation of reports
required pursuant to Section 2B above;


 


(l)                                     the
wages of any employee above the level of building or property or general
manager or otherwise for services not related directly to the management,
maintenance, operation and repair of the Building; 


 


7





















 


(m)                               fines,
penalties and interest;


 


(n)                                 promotional
and advertising expenses;


 


(o)                                 overhead
and profit paid to subsidiaries or affiliates of Landlord for services on or to
the Building to the extent that such costs exceed costs that would have been
paid for such services in the absence of such relationship;


 


(p)                                 property
management fees payable to a property manager, to the extent that such fees are
in excess of the then market rate for such fees for other first-class
owner-operated office properties in the north suburban submarket of
metropolitan Chicago;


 


(q)                                 salaries
and fringe benefits of employees above the grade of general manager;


 


(r)                                    any
personal taxes of Landlord for equipment or items not used directly in the
operation or maintenance of the Office Park;


 


(s)                                  any
cost or expense incurred in connection with the installation, operation or maintenance
of conference rooms, athletic facilities, broadcast facilities or other
specialty facilities in the Office Park;


 


(t)                                    any
expense for which Landlord has otherwise been reimbursed or is entitled to
reimbursement;


 


(u)                                 “tenant
allowances”, “tenant concessions”, work letters, and other costs or expenses
(including permit, license and inspection fees) incurred in completing,
fixturing, furnishing, renovating or otherwise improving, decorating or
redecorating space for tenants or other occupants of the Building, or vacant,
leasable space in the Building, including space planning/interior design fees
for same;


 


(v)                                 costs
or expenses (including fines, penalties and legal fees) incurred due to the
violation by Landlord, its employees, agents and/or contractors, any tenant
(other than Tenant) or other occupant of the Project, of any terms and
conditions  of this Lease or of the
leases of other tenants in the Building, and/or of any valid, applicable laws,
rules, regulations and codes of any federal, state, county, municipal or other
governmental authority having jurisdiction over the Project that would not have
been incurred but for such violation by Landlord, its employees, agents, and/or
contractors or other tenant or occupant, it being intended that each party
shall be responsible for the costs resulting from its own violation of such
leases and laws, rules, regulations and codes as such shall pertain to the
Project;


 


(w)                               costs
resulting from the willful misconduct of Landlord, its employees, agents and/or
contractors;


 


8





















 


(x)            costs
related to reporting, documenting, cleanup, remediation, or response of any
kind in connection with the use, transportation, storage, generation or release
by any person other than Tenant, its agents, employees and invitees, of any
Hazardous Substances;


 


(y)                                 costs
of Landlord’s general overhead and general administrative expenses (individual,
partnership or corporate, as the case may be);


 


(z)                                   compensation
paid to clerks, attendants or other persons in commercial concessions (such as
a snack bar, restaurant or newsstand), if any, operated by Landlord or any
subsidiary or affiliate of Landlord;


 


(aa)                            rentals
and other related expenses, if any, incurred in leasing air conditioning systems,
elevators or other equipment ordinarily considered to be of a capital nature;


 


(bb)                          costs or
expenses for sculpture, paintings or other works of art, including costs
incurred with respect to the purchase, ownership, leasing, showing, promotion,
repair and/or maintenance of such items;


 


(cc)                            contributions
to operating expense reserves;


 


(dd)                          contributions
to charitable and political organizations;


 


(ee)                            costs
incurred in removing the property of former tenants and/or other occupants of
the Building;


 


(ff)                                costs
or fees relating to the insuring or defense of Landlord’s title to or interest
in the Building and/or the Land, or any part thereof;


 


(gg)                          any bad
debt loss, rent loss, or any reserves for bad debt or rent loss; 


 


(hh)                          costs
incurred in replacing (but not the costs of normal repair and maintenance to)
any structural components of the Building, such as the roof, or Building
central systems and equipment such as chillers and condensers; 


 


(ii)                                  costs
incurred in refurbishing (but not the costs of normal repair and maintenance
to) the lobby areas or other common areas of the Building; and


 


(jj)                                  any
item of cost or expense which this Lease provides shall be borne or paid by
Landlord at its sole cost and expense; 


 


(3)                                  Taxes.  “Taxes”
means any and all taxes, assessments and charges of any kind, general or
special, ordinary or extraordinary, levied against the Project, which Landlord
shall pay or become obligated to pay in connection with the ownership of the
Project or of the personal property, fixtures, machinery, equipment, systems
and 


 


9





















 


apparatus used in
connection therewith.  Taxes shall
include real estate taxes, personal property taxes, sewer rents, water rents,
special or general assessments, transit taxes, ad valorem taxes and any tax
specifically levied on the rents payable under this Lease (the “Rent Tax”).  Taxes shall also include all commercially
reasonable fees and other costs and expenses paid by Landlord in seeking in
good faith a refund or reduction of any Taxes, whether or not Landlord is
ultimately successful.


 


For any year, the amount
to be included in Taxes (a) from taxes or assessments payable in
installments, shall be the amount of the installments (with any interest)
assessed for each Lease Year or portion thereof, without regard to when such
installments are actually paid (it being acknowledged that real property taxes
in Lake County, Illinois are payable one (1) year in arrears), and (b) from
all other Taxes, shall be the amount due and payable in such year as shown by
the tax bills payable in such year (regardless whether such Taxes were levied
and assessed for a prior year).  Any
refund or other adjustment to any Taxes by the taxing authority shall be
applied on an accrual basis.


 


Taxes shall not include
any net income, capital, stock, succession, transfer, franchise, gift, estate
or inheritance tax, except to the extent that such tax shall be imposed in lieu
of any portion of Taxes.  Taxes shall
also not include any fines, penalties or interest resulting from Landlord’s
failure to timely pay Taxes to the appropriate authority.  If Landlord receives a refund of Taxes
(either during or after the Term) which relates to a period within the Term,
Landlord shall pay to Tenant the portion of such refund which Tenant paid as
Tenant’s Tax Share.  Landlord’s agreement
to refund any such sums shall survive the termination of this Lease.  So long as Tenant pays in a timely manner Tax
Share Rent pursuant to this Lease, Landlord agrees to pay all Taxes before
delinquency.


 


Landlord shall use
commercially reasonable efforts to timely contest Taxes, if in the judgment of
Landlord’s tax consultant a reasonable basis exists for such contest.


 


(4)                                  Lease Year.  “Lease Year”
means each consecutive twelve-month period beginning with the Commencement
Date, and each subsequent Lease Year shall be the twelve months following the
prior Lease Year.


 


(5)                                  Fiscal Year.  “Fiscal Year”
means the calendar year, except that the first fiscal year and the last fiscal
year of the Term may be a partial calendar year.


 


D.                                    Computation
of Base Rent and Rent Adjustments. 


 


(1)                                  Prorations.                                      If
this Lease begins on a day other than the first day of a month, the Base Rent,
Operating Cost Share Rent and Tax Share Rent shall be prorated for such partial
month based on the actual number of days in such month.  If this Lease begins on a day other than the
first day, or ends on a day other than the last day, of the fiscal year,
Operating Cost Share Rent and Tax Share Rent shall be prorated for the
applicable fiscal year.


 


(2)                                  Default
Interest.  Any sum due from
Tenant to Landlord not paid within ten (10) days after notice of
delinquency shall bear interest from the date due until the 


 


10





















 


date paid at the
annual rate of four (4) percentage points above the rate then most
recently announced by Bank One or its successor as its corporate base lending
rate, from time to time in effect at its office in Chicago, Illinois, but not
higher than the maximum rate permitted by law (the “Default Rate”).


 


(3)                                  Rent
Adjustments.  The square
footage of the Premises and the Building set forth in the Schedule are
conclusively deemed to be the actual square footage thereof, without regard to
any subsequent remeasurement of the Premises or the Building.  If any Operating Cost paid in one fiscal year
relates to more than one fiscal year, Landlord may proportionately allocate
such Operating Cost among the related fiscal years.


 


(4)                                  Books and
Records.  Landlord shall maintain
books and records reflecting the Operating Costs and Taxes in accordance with
sound accounting and management practices. 
Tenant and its certified public accountant shall have the right to
inspect Landlord’s records at Landlord’s office upon at least seventy-two (72)
hours’ prior notice during normal business hours during the nine (9) month
period following the respective delivery of the Operating Cost Report or the
Tax Report.  


 


Such
books and records shall be made available to Tenant for inspection at the
Building.  The results of any such
inspection shall be kept strictly confidential by Tenant and its agents, and
Tenant and its certified public accountant must agree, in their contract for
such services, to such confidentiality restrictions and shall specifically
agree that the results shall not be made available to any other tenant of the
Building. If any examination discloses errors or omissions for any fiscal year
resulting in an overstatement of Operating Cost Rent, Tenant may examine Landlord’s
books and records relating to such identified errors or omissions for the
preceding four (4) fiscal years with respect to which Tenant paid
Operating Cost Rent.  Subject to the
provisions of the preceding sentence, if Tenant fails to take written exception
to an item of Operating Costs on or before December 31st of the
calendar year in which the Operating Cost Report was delivered to Tenant (so
long as such report was delivered to Tenant on or before May 15th
of such year), or within nine (9) months following the furnishing to
Tenant of the Operating Cost Report in which such item appeared (if such report
was delivered to Tenant after May 15th of such year), Tenant shall be
deemed to have accepted such Operating Cost Report.  If Tenant takes such written exception to an
item of Operating Costs and such exception is not resolved by Landlord and
Tenant within thirty (30) days after Tenant’s notice taking exception, either
Landlord or Tenant may, within the thirty (30) day period following the
expiration of such initial thirty (30) day period, submit the dispute to an
independent certified public accounting firm selected by Landlord and
Tenant.  If Landlord and Tenant are
unable to agree on an independent certified public accounting firm, Tenant may
select one of the five (5) largest United States national certified public
accounting firms.  The selected
accounting firm shall prepare a certificate as to whether the exception is
proper and the amount owed by or to Tenant, which determination shall be final
and conclusive.  Landlord shall refund to
Tenant any amount overpaid by Tenant upon completion of such
certification.  If it is determined that
Landlord’s original determination of Tenant’s Operating Cost Share Rent for any
fiscal year exceeded the amount which Tenant was obligated to pay by 4% or
more, Landlord shall reimburse Tenant for the costs of Tenant’s accountant or
other reviewing entity and of such 


 


11





















 


certification.  Landlord shall maintain Landlord’s books and
records relating to Operating Costs for any fiscal year for at least five (5) years
after the end of such fiscal year.


 


(5)                                  Miscellaneous.   If this Lease is terminated for any reason
prior to the annual determination of Operating Cost Share Rent or Tax Share
Rent, either party shall pay the full amount due to the other within thirty
(30) days after Landlord’s notice to Tenant of the amount when it is
determined.  Landlord may commingle any
payments made with respect to Operating Cost Share Rent or Tax Share Rent,
without payment of interest.


 


3.                                      PREPARATION AND CONDITION OF PREMISES;
POSSESSION AND SURRENDER OF PREMISES.  


 


A.                                   Condition of
Premises. Except to the extent of the Tenant Improvements item on
the Schedule and except for any representations expressly set forth
herein, Landlord is leasing the Premises to Tenant “as is”, without any
obligation to alter, remodel, improve, repair or decorate any part of the
Premises.


 


B.                                     Tenant’s
Possession. Landlord agrees to deliver possession of all portions of
the Premises to Tenant on October 1, 2005 (the “Possession Date”)
(and Tenant shall have no obligation to accept possession prior to the
Possession Date), subject to the provisions of Paragraph 1(a) on Appendix
C attached hereto and subject further to Landlord’s right to promptly complete
therein any uncompleted portions of Landlord’s Work as set forth in Appendix C
attached hereto and made a part hereof. 
Notwithstanding anything contained herein to the contrary, if Landlord
fails to deliver possession of all of the Premises to Tenant on the Possession
Date, subject to the provisions of Paragraph 1(a) on Appendix C attached
hereto, then in addition to the Free Rent Period, Tenant shall be entitled to
one day of Base Rent abatement with respect to any portion of the Premises of
which Tenant did not receive possession by October 1, 2005 for each day of
delay in such delivery of possession (provided, however, that if possession of
any such portion of a floor is required in order for Tenant in the ordinary
course of construction to complete its improvement work on the balance of such
floor, then such abatement in that instance shall apply to the entire
floor).  Tenant’s taking possession of
any portion of the Premises shall be conclusive evidence that the Premises was
in good order, repair and condition, subject to completion of Landlord’s Work,
including punchlist items, and latent defects. 
If Tenant takes possession of any part of the Premises prior to the
Commencement Date, all terms of this Lease shall apply to such pre-Term
possession, except that Tenant shall not be obligated to pay any Rent with
respect thereto prior to the Commencement Date.


 


C.                                     Inspection
Access.  Prior to the
Possession Date, upon written request to Landlord, Landlord shall permit Tenant
and Tenant’s architect, engineers, contractors and other design and
construction professionals to enter the Premises for the purposes of inspecting
same and taking measurements to facilitate preparation of plans and
specifications and bids.


 


D.                                    Maintenance.  Throughout the Term, Tenant shall maintain
the Premises (and all signage described in Section 34 below) in their
condition as of each respective Commencement Date, loss or damage caused by the
elements, ordinary wear, and fire and other casualty and permitted alterations
excepted, and at the termination of this Lease, or Tenant’s right to 


 


12





















 


possession,
Tenant shall return the Premises to Landlord in broom-clean condition.  Tenant further agrees that in the event
Landlord is hereafter able to provide Tenant with exclusive use and control of
the west lobby area of the Building pursuant to Item 2 of the Schedule, Tenant
shall from and after the date (and during the period in which) Tenant is entitled
to exclusive use of such lobby maintain such west lobby portion of the Premises
in a first-class, neat and attractive condition at all times during the Term of
this Lease.  To the extent Tenant fails
to perform any such maintenance and repair obligations within ten (10) days
after prior written notice from Landlord, Landlord may, but need not, restore
the Premises to such condition and Tenant shall pay the cost thereof.  Landlord agrees to operate, repair and
maintain the common areas of the Building in a manner comparable to other Class A
office buildings in the Lake County, Illinois area through the Term of this
Lease.


 


4.                                      PROJECT SERVICES.  Landlord shall furnish
services as follows:


 


A.                                   Heating
and Air Conditioning.   During
the normal business hours of 8:00 a.m. to 6:00 p.m., Monday through
Friday, and 8:00 a.m. to 1:00 p.m. on Saturday, holidays excepted
(i.e. New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, and Christmas Day).  Landlord shall
furnish heating and air conditioning satisfying the criteria attached hereto as
Appendix D, except to the extent Tenant installs equipment or designs or
installs any improvements in a manner which materially adversely affects the
temperature maintained by the air conditioning system.  If Tenant installs such equipment which
materially adversely affects the temperature, and does not cure such material
adverse affect promptly after written notice from Landlord, Landlord may
install supplementary air conditioning units in the Premises, and Tenant shall
pay to Landlord upon demand as Additional Rent the reasonable cost of
installation, operation and maintenance thereof.


 


Landlord shall furnish
heating and air conditioning after business hours if Tenant provides Landlord
reasonable prior notice, and pays Landlord all then current charges for such
additional heating or air conditioning. 
Landlord and Tenant acknowledge that the current hourly rate for
after-hours HVAC service is $50.00 per hour per floor (and Landlord agrees that
for the first forty (40) hours in the aggregate per month of such after-hours
HVAC service, such hourly rate shall not exceed $150.00 per hour for the entire
Premises) (such rates being subject to reasonable increases from time to time
to reflect increases in the costs to Landlord of providing such after-hours
HVAC service).


 


B.                                     Elevators.  Landlord shall provide passenger elevator
service during normal business hours to Tenant in common with Landlord and all
other tenants.  Landlord shall provide
limited passenger service at other times, except in case of an emergency.


 


C.                                     Electricity.  All electricity used in the Premises shall be
supplied by the electricity company through a separate meter and shall be paid
for by Tenant.  Tenant shall not install
or operate in the Premises any electrically operated equipment or other
machinery (other than business machines and equipment normally employed for
general office use) including, without limitation, a corporate headquarters)
without obtaining the prior written consent of Landlord which consent shall not
be unreasonably withheld, 


 


13





















 


construed or
delayed.  Landlord represents to Tenant
that the Building electrical systems are capable of supplying 5.3 watts per
useable square foot of the Premises.


 


D.                                    Telecommunications Services.  
Tenant shall arrange directly with one or more companies selected by
Tenant for telephone and other telecommunications services.  Tenant shall be responsible for paying for such
services.  Landlord shall permit and
cooperate with providers desiring to supply such services to the Premises.  Subject to prior approval by Landlord of all
planned connections and installations (which approval will not be unreasonably
withheld, conditioned or delayed) Landlord shall permit Tenant to connect to
and maintain connections to telephone cables or other telecommunications
facilities in the Building without additional cost or charge to Tenant.  Without limiting the generality of the effect
of the foregoing, subject to Landlord’s reasonable approval, Tenant and its
telephone and other telecommunications providers may install conduit and
cabling in and through the Project to provide such services to Tenant.  For security purposes, Landlord shall
restrict access to telephone and telecommunications closets within the
Premises, and to any enclosed portions used by Tenant of telephone and
telecommunications closets on multi-tenant floors of the Building which Tenant
may share with other tenants, so that no other tenant shall have access to such
closets or enclosed portions without representatives of Landlord (if Landlord
so requires) and Tenant (if Tenant so requires) present.


 


E.                                      Water.  Landlord shall furnish hot and cold tap water
for drinking and toilet purposes.  Tenant
shall pay Landlord for water furnished for any other purpose at Tenant’s
request as Additional Rent at rates fixed by Landlord.  Tenant shall not waste water.


 


F.                                      Janitorial
Service.  Landlord shall
furnish janitorial service in the Premises pursuant to the janitorial
specifications set forth on Appendix E attached hereto and made a part hereof.


 


If, in Tenant’s reasonable
opinion, the janitorial and cleaning service in the Building or the Premises is
not satisfactory, Tenant shall have the right, after notice to Landlord and the
expiration of a thirty (30) day cure period, to request that Landlord interview
and retain a different janitorial contractor. 
Such replacement janitorial contractor shall be subject to the prior written
approval of Tenant, which approval shall not be unreasonably withheld,
conditioned or delayed, and shall be effective upon termination of any
then-existing janitorial services contract in accordance with the rights
permitted thereunder.  In the alternative,
Tenant may elect to provide janitorial and cleaning service to the Premises
through a direct contract with a janitorial services firm of Tenant’s
selection.  In the event Tenant elects to
instead furnish its own janitorial service for its Premises, it shall deliver
written notice of such election to Landlord not less than 90 days prior to the
proposed date on which Tenant desires to substitute its own janitorial
service.  Tenant’s right to substitute
its own janitorial service shall be subject to the following conditions: (i) on
the date that Tenant delivers its notice to Landlord, and at all times during
the period in which Tenant furnishes its own janitorial service, Tenant leases
and is paying Rent on at least 100,000 rentable square feet of space in the
Building; (ii) on the date that Tenant delivers its notice to Landlord,
and on the date Tenant actually 


 


14





















 


commences to furnish its own janitorial
service, Tenant is not in default under the Lease beyond any applicable notice
and cure periods; (iii) Tenant at all times causes the janitorial service
to be performed by a contractor reasonably acceptable to Landlord and in a
manner consistent with comparable office buildings in the vicinity of the
Building as reasonably determined by Landlord and consistent with the terms of
this Lease; (iv) any party furnishing such service on behalf of Tenant
shall maintain all insurance and bonding requirements reasonably required by
Landlord and shall work in harmony with all other contractors providing
services from time to time to the Building; (v) Tenant shall indemnify,
defend and hold harmless Landlord and its officers, directors, employees and
agents against any claim by for injury to any person or damage to or loss of
any property arising from the Tenant’s furnishing of janitorial services, and (vi) any
substitution of janitorial service in the Premises by Tenant shall commence
only upon the date Landlord is able to terminate Landlord’s contract for such
services in the Premises, and Landlord shall not be obligated to terminate any
such contract prior to such date.  


 


G.                                     Interruption
of Services.  If any of the
Building equipment or machinery ceases to function properly for any cause
Landlord shall use reasonable diligence to repair the same promptly.  Landlord’s inability to furnish, to any
extent, the Project services set forth in this Section 4, or any cessation
thereof resulting from any causes shall not render Landlord liable for damages
to either person or property or for interruption or loss to Tenant’s business,
nor be construed as an eviction of Tenant, nor work an abatement of any portion
of Rent, nor relieve Tenant from fulfillment of any covenant or agreement
hereof.  However, in the event that an
interruption of the Project services set forth in this Section 4 causes
the Premises to be untenantable for a period of five (5) consecutive
business days or more, Rent shall thereafter be abated proportionately.


 


5.                                      ALTERATIONS AND REPAIRS.  


 


A.                                   Landlord’s Consent and
Conditions.  


 


Tenant shall not make any
improvements or alterations to the Premises (the “Work”)
without in each instance submitting plans and specifications for the Work to
Landlord and obtaining Landlord’s prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed.  Landlord will be deemed to be acting
reasonably in withholding its consent for any Work which (a) materially,
adversely impacts the base structural components or systems of the Building, (b) impacts
any other tenant’s premises other than in an immaterial manner, or (c) affects
any portion of the west lobby of the Building.


 


Notwithstanding
the foregoing, Tenant may perform alterations to the Premises without Landlord’s
prior written consent (but after not less than five (5) business days’
prior written notice to Landlord) provided such alterations do not (i) materially,
adversely affect the mechanical, electrical, HVAC, life safety, or other
Building operating systems, (ii) materially, adversely affect the
structural components of the Building, (iii) adversely impact any other
tenant’s premises, (iv) affect any portion of the west lobby of the
Building, or (v)  involve the installation or disturbance of any
Hazardous Substance.


 


15





















 


Tenant shall reimburse
Landlord for actual out-of-pocket costs incurred for review of the plans and
all other items submitted by Tenant. 
Tenant shall pay for the cost of all Work.  All Work shall become the property of
Landlord upon its installation, except for Tenant’s trade fixtures and its
personal property and for items which Landlord requires Tenant to remove at
Tenant’s cost at the termination of the Lease pursuant to Section 5E.


 


The following
requirements shall apply to all Work:


 


(1)                                  Prior
to commencement, Tenant shall furnish to Landlord required building permits, if
any, and certificates of insurance reasonably satisfactory to Landlord
evidencing coverage similar to that described in Section VI of Appendix C
attached hereto.


 


(2)                                  Tenant
shall perform all Work so as to maintain peace and harmony among other
contractors serving the Office Park and shall avoid interference with other
work to be performed or services to be rendered in the Office Park.


 


(3)                                  The
Work shall be performed in a good and workmanlike manner, meeting the standard
for construction and quality of materials in the Building, and shall comply
with all insurance requirements and all applicable governmental laws,
ordinances and regulations (“Governmental
Requirements”).


 


(4)                                  Tenant
shall perform all Work so as to minimize disruption to other tenants, and
Tenant shall comply with all reasonable requests of Landlord in response to
complaints from other tenants.


 


(5)                                  Tenant
shall perform all Work in compliance with Landlord’s “Policies, Rules and
Procedures for Construction Projects” attached hereto as Appendix H, as amended
from time to time.


 


(6)                                  Tenant
shall permit Landlord to supervise all Work, and in all instances Tenant shall
reimburse Landlord for all actual out-of-pocket costs incurred by Landlord in
providing such supervision.  Tenant
further agrees that if Tenant employs Landlord or its employees or Landlord’s
contractors to perform any portion of such work, Tenant shall pay to Landlord a
further coordination fee as then agreed upon by Landlord and Tenant.


 


(7)                                  Upon
completion, Tenant shall furnish Landlord with contractor’s affidavits and full
and final statutory waivers of liens, as-built plans and specifications, and
receipted bills covering all labor and materials


 


B.                                     Damage to Systems.
If any part of the mechanical, electrical or other Building systems in the
Premises shall be damaged, Tenant shall promptly notify Landlord after Tenant
becomes aware of such damage, and Landlord shall repair such damage.  Landlord shall also make any repairs or
alterations which are necessary for the safety or protection of the Project, or
which Landlord is required to make by any court or pursuant to any Governmental
Requirement.  Tenant shall at its expense
make all other non-structural repairs necessary (including without 


 


16





















 


limitation
maintenance and repairs of all of Tenant’s signs pursuant to Section 34
below) to keep the Premises in good order, condition and repair.  


 


C.                                     No Liens.  Tenant has no authority to cause or permit
any lien or encumbrance of any kind to affect Landlord’s interest in the
Project; any such lien or encumbrance shall attach to Tenant’s interest
only.  If any mechanic’s lien shall be
filed or claim of lien made for work or materials furnished to Tenant, then
Tenant shall at its expense within thirty (30) days thereafter either discharge
or contest the lien or claim.  If Tenant
contests the lien or claim, then Tenant shall (i) within such thirty (30)
day period, provide Landlord adequate security for the lien or claim, (ii) contest
the lien or claim in good faith by appropriate proceedings that operate to stay
its enforcement, and (iii) pay promptly any final adverse judgment entered
in any such proceeding.  If Tenant does
not comply with these requirements, Landlord may discharge the lien or claim,
and the amount paid, as well as attorney’s fees and other expenses incurred by
Landlord, shall become Additional Rent payable by Tenant on demand.


 


D.                                    Ownership
of Improvements.  All Work as
defined in this Section 5, hardware, equipment, machinery and all other
improvements and all fixtures (except trade fixtures and other personal
property of Tenant, including, without limitation, Tenant’s furniture systems
and movable partitions) constructed in the Premises by either Landlord or
Tenant, (i) shall be and become Landlord’s property upon installation
without compensation to Tenant, unless Landlord consents otherwise in writing,
and (ii) shall at Landlord’s option either (a) be surrendered to
Landlord with the Premises at the termination of the Lease or of Tenant’s right
to possession, or (b) be removed in accordance with Subsection 5E
below (unless Landlord at the time it gives its consent to the performance of
such construction relating to such Work or relating to Tenant’s Work provided
for in the Workletter expressly waives in writing the right to require such
removal).   In no event, however, shall
Landlord require Tenant to remove Tenant’s Work or any Work which is standard
and customary for general office premises, including, without limitation,
standard telecommunications cabling and conduit (except that Landlord
specifically reserves the right to require Tenant to remove any internal
staircases or any other improvements that are not standard and customary for
general office purposes).


 


E.                                      Removal at
Termination.  Upon the
termination of this Lease or Tenant’s right of possession Tenant shall remove
from the Project its trade fixtures, furniture, moveable equipment and other
personal property, any improvements which Landlord elects shall be removed by
Tenant pursuant to Section 5D, and any improvements to any portion of the
Project other than the Premises.  Tenant
shall repair all damage caused by the installation or removal of any of the
foregoing items.  If Tenant does not
timely remove such property, and does not cure such failure to remove within
thirty (30) days after written notice from Landlord, then Tenant shall be
conclusively presumed to have, at Landlord’s election (i) conveyed such
property to Landlord without compensation or (ii) abandoned such property,
and Landlord may dispose of or store any part thereof in any manner at Tenant’s
sole cost, without waiving Landlord’s right to claim from Tenant all expenses
arising out of Tenant’s failure to remove the property, and without liability
to Tenant or any other person.  Landlord
shall have no duty to be a bailee of any such personal property.


 


6.                                      USE OF PREMISES.   Tenant shall use the Premises only
for general office purposes, and ancillary uses related thereto.  Tenant shall not allow any inflammable or 


 


17





















 


explosive
liquids or materials to be kept on the Premises, but the foregoing, however,
shall not be deemed or construed to prohibit Tenant from utilizing liquids and
materials typically used in general offices. 
Tenant shall not permit any nuisance or waste upon the Premises.  


 


Landlord represents and warrants to Tenant that as of the Commencement
Date, the Property shall be in substantial compliance with all requirements of
the Americans with Disabilities Act and all regulations and guidelines
promulgated thereunder, as the same may be amended and supplemented from time
to time (collectively the “ADA”). 
Thereafter the Landlord shall be responsible for compliance with the ADA
with respect to all common areas of the Building and base Building systems and
structures.  Tenant shall be responsible
for insuring that all tenant improvements constructed by Tenant comply with the
requirements of the ADA, but Landlord shall be responsible for ADA compliance
with respect to all Landlord base Building work so long as not triggered by
Tenant’s improvement work.


 


7.                                      GOVERNMENTAL REQUIREMENTS AND BUILDING
RULES.  Tenant shall
comply with all Governmental Requirements applying to its use of the
Premises.  Tenant shall also comply with
all reasonable rules established for the Project from time to time by
Landlord.  The present rules and
regulations are contained in Appendix B. 
Failure by another tenant to comply with the rules or failure by
Landlord to enforce them shall not relieve Tenant of its obligation to comply
with the rules or make Landlord responsible to Tenant in any way.  Landlord shall use reasonable efforts to
apply the rules and regulations uniformly with respect to Tenant and
tenants in the Building under leases containing rules and regulations
similar to this Lease.  In the event of
any conflict between the terms and conditions of this Lease and any such rules and
regulations, the terms and conditions of this Lease shall control.  In the event of alterations and repairs
performed by Tenant, Tenant shall comply with the provisions of Section 5
of this Lease.


 


8.                                      WAIVER OF CLAIMS; INDEMNIFICATION;
INSURANCE.  


 


A.                                   Waiver of Claims.  To the extent permitted by law, Tenant waives
any claims it may have against Landlord or its officers, directors, employees
or agents for business interruption or damage to property sustained by Tenant
as the result of any act or omission of Landlord.


 


To the extent permitted
by law, Landlord waives any claims it may have against Tenant or its officers,
directors, employees or agents for loss of rents (other than Rent) or damage to
property sustained by Landlord as the result of any act or omission of Tenant.


 


B.                                     Indemnification.  To the extent permitted by law, but except to
the extent otherwise explicitly waived under this Lease, Tenant shall
indemnify, defend and hold harmless Landlord and its officers, directors,
employees and agents against any claim by any third party for injury to any
person or damage to or loss of any property occurring in the Office Park and
arising from any act or omission or negligence of Tenant or any of Tenant’s
employees or agents.  Tenant’s
obligations under this section shall survive the termination of this
Lease.


 


To the extent
permitted by law, but except to the extent otherwise explicitly waived under
the Lease, Landlord shall indemnify, defend and hold harmless Tenant and its
officers, directors,


 


18





















 


employees and agents against any claim by any third
party for injury to any person or damage to or loss of any property occurring
on the Office Park and arising from any act or omission or negligence of
Landlord or any of Landlord’s employees or agents.  Landlord’s obligations under this section shall
survive the termination of this Lease.


 


C.                                     Tenant’s
Insurance.  Tenant shall
maintain insurance as follows, with such other terms, coverages and insurers,
as Landlord shall reasonably require from time to time:


 


(1)                                  Commercial
General Liability Insurance, with (a) Contractual Liability including the
indemnification provisions contained in this Lease, (b) a severability of
interest endorsement, (c) limits of not less than One Million Dollars
($1,000,000) combined single limit per occurrence and not less than Two Million
Dollars ($2,000,000) in the aggregate for bodily injury, sickness or death, and
property damage, and umbrella coverage of not less than Six Million Dollars
($6,000,000).


 


(2)                                  Property
Insurance against “All Risks” of physical loss covering the replacement cost of
all tenant improvements and buildout (but not any of Tenant’s Work installed by
Tenant pursuant to the Tenant Improvement Agreement), fixtures and personal property.  Tenant waives all rights of subrogation, and
Tenant’s property insurance shall include a waiver of subrogation in favor of
Landlord.


 


(3)                                  Workers’
compensation or similar insurance in form and amounts required by law, and
Employer’s Liability with not less than the following limits:


 


	
  Each Accident

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Disease—Policy
  Limit

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Disease—Each
  Employee

  	
   

  	
  $

  	
  500,000

  	
   

  



 


Tenant’s insurance shall
be primary and not contributory to that carried by Landlord, its agents, or
mortgagee.  Landlord, and if any,
Landlord’s building manager or agent and ground lessor shall be named as
additional insureds as respects to insurance required of the Tenant in Section 8C(1).  The company or companies writing any
insurance which Tenant is required to maintain under this Lease, as well as the
form of such insurance, shall at all times be subject to Landlord’s approval,
and any such company shall be licensed to do business in the state in which the
Building is located.  Such insurance
companies shall have a A.M. Best rating of A VI or better.


 


Tenant shall cause any
contractor of Tenant performing work on the Premises to maintain insurance as
follows, with such other terms, coverages and insurers, as Landlord shall
reasonably require from time to time:


 


(1)                                  Commercial
General Liability Insurance, including contractor’s liability coverage,
contractual liability coverage, completed operations coverage, broad form
property damage endorsement, and contractor’s protective liability coverage, to
afford protection with limits, for each occurrence, of not less than One
Million Dollars ($1,000,000) with respect to personal injury, death or property
damage.


 


19





















 


(2)                                  Workers’
compensation or similar insurance in form and amounts required by law, and
Employer’s Liability with not less than the following limits:


 


	
  Each Accident

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Disease—Policy
  Limit

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Disease—Each
  Employee

  	
   

  	
  $

  	
  500,000

  	
   

  



 


Tenant’s contractor’s
insurance shall be primary and not contributory to that carried by Tenant,
Landlord, their agents or mortgagees. 
Tenant and Landlord, and if any, Landlord’s building manager or agent,
mortgagee or ground lessor shall be named as additional insured on Tenant’s
contractor’s insurance policies.


 


D.                                    Insurance
Certificates.  Tenant shall
deliver to Landlord certificates evidencing all required insurance no later
than five (5) days prior to the Commencement Date and each renewal
date.  Each certificate will provide for
thirty (30) days prior written notice of cancellation to Landlord and Tenant.


 


E.                                      Landlord’s
Insurance.  Landlord shall
maintain “All-Risk” property insurance at replacement cost, including loss of
rents, on the Building, and Commercial General Liability insurance policies
covering the common areas of the Building and covering Tenant’s Work installed
by Tenant pursuant to the Tenant Improvement Agreement, each with such terms,
coverages and conditions as are normally carried by reasonably prudent owners
of properties similar to the Project and in any event with limits of not less
than One Million Dollars ($1,000,000.00) combined single limit per occurrence
and not less than Two Million Dollars ($2,000,000.00) in the aggregate for
bodily injury, sickness or death and property damage, and umbrella coverage of
not less than Six Million Dollars ($6,000,000.00).  With respect to property insurance, Landlord
and Tenant mutually waive all rights of subrogation, and the respective “All-Risk”
coverage property insurance policies carried by Landlord and Tenant shall
contain enforceable waiver of subrogation endorsements.


 


9.                                      FIRE AND OTHER CASUALTY.  


 


A.                                   Termination.  If a fire or other casualty causes
substantial damage to the Building or the Premises, Landlord shall engage a
registered architect to certify within one (1) month of the casualty to
both Landlord and Tenant the amount of time needed to restore the Building and
the Premises to tenantability, using standard working methods.  If the time needed exceeds two hundred
seventy (270) days from the date of the casualty, or two (2) months
therefrom if the restoration would begin during the last twelve (12) months of
the Lease, then in the case of the Premises (or in the case of the damage to
and restoration of other portions of the Building which will materially
adversely affect a material portion of the Premises), either Landlord or Tenant
may terminate this Lease, and in the case of the Building, Landlord may
terminate this Lease, by notice to the other party within thirty (30) days
after the notifying party’s receipt of the architect’s certificate.  The termination shall be effective as of the
date of the casualty.


 


20





















 


B.                                     Restoration.  If a casualty causes damage to the Building
or the Premises but this Lease is not terminated for any reason, Landlord shall
obtain the applicable insurance proceeds and diligently restore the Building
and the Premises (including without limitation Tenant’s Work installed by
Tenant pursuant to the Tenant Improvement Agreement) subject to current
Governmental Requirements.  Tenant shall
be responsible for restoring and replacing all damaged personal property and
furniture of Tenant, and Landlord shall have no responsibility for such repairs
or restoration.  Rent shall be abated on
a per diem basis during the restoration for any portion of the Premises which
is untenantable.  In the event Landlord
does not complete such restoration within the time period estimated by the
registered architect, subject to delays beyond the reasonable control of
Landlord, Tenant shall have the right, by written notice given to Landlord
prior to completion of such restoration, to terminate this Lease.


 


10.                               EMINENT DOMAIN.   If a part of the Project is taken by eminent
domain or deed in lieu thereof which is so substantial that the Premises cannot
reasonably be used by Tenant for the operation of its business, then either
party may terminate this Lease effective as of the date of the taking.  Rent shall abate from the date of the taking
in proportion to any part of the Premises that are unusable as a result of such
taking.  In the event this Lease is not
terminated as provided in this Section 10, Landlord shall use the entire
award received by Landlord to restore the Premises and Project to the extent
possible to the condition that they were in prior to such taking.  The entire award for a taking of any kind
shall be paid to Landlord, and Tenant shall have no right to share in the
award.  Notwithstanding the foregoing,
Tenant shall have the right to receive from or pursue against the condemning
authority an award for Tenant’s moving and relocation expenses and for business
interruption and shall have the right to receive from or pursue against the
condemning authority compensation or an award with respect to the loss of
Tenant’s leasehold improvements installed by or on behalf of Tenant and paid
for by Tenant without reimbursement by Landlord.  All obligations accrued to the date of the
taking shall be performed by the party liable to perform said obligations, as
set forth herein.


 


11.                               RIGHTS RESERVED TO LANDLORD.   Landlord may exercise at any time any of the
following rights respecting the operation of the Project without liability to
the Tenant of any kind:


 


A.                                   Name.   To change the name or street address of the
Building.  Landlord shall give Tenant no
less than sixty (60) days’ notice of any such change and shall reimburse Tenant
for all reasonable costs and expenses incurred by Tenant as a result of and
directly related to such change, in replacing obsolete business cards,
stationery and marketing materials.  


 


B.                                     Signs.  Subject to the provisions of Section 34
below, to install and maintain any signs on the exterior and in the interior of
the Project other than in the Premises, and to approve at its reasonable
discretion, prior to installation, any of Tenant’s signs in the Premises
visible from the common areas or the exterior of the Building.


 


C.                                     Window
Treatments.  To approve, in
its sole but reasonable discretion, prior to installation, any shades, blinds,
ventilators or window treatments of any kind, that may be visible from the
exterior of the Building.


 


21





















 


D.                                    Keys.  To retain and use at any time passkeys to
enter the Premises or any door within the Premises.  Tenant shall not alter or add any lock or
bolt.  Tenant may, however, designate
certain secured areas of the Premises which may be separately locked or
otherwise secured to which Landlord shall not receive a duplicate key and shall
have access only in the event of an emergency and at all other times only upon
prior notice to Tenant from Landlord and in the company of an employee of
Tenant (and Tenant hereby waives, to the extent permitted by applicable law,
any and all claims for damages against Landlord, its agents and employees
arising out of Landlord’s entry into such secure area or areas, whether
forcibly or peacefully, during any such emergency).


 


E.                                      Access.  Upon reasonable prior notice to Tenant and
using commercially reasonable efforts to minimize interference with the conduct
of Tenant’s business, to have access to inspect the Premises, and to perform
its obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.


 


F.                                      [Intentionally
Deleted]  


 


G.                                     Heavy Articles.  To approve the weight, size, placement and
time and manner of movement within the Building of any safe, central filing
system or other heavy article of Tenant’s property.  Tenant shall move its property entirely at
its own risk.


 


H.                                    Show Premises.
 To show the Premises to prospective
purchasers, tenants, brokers, lenders, investors, rating agencies or others at
any reasonable time, provided that Landlord gives prior notice to Tenant and
does not materially interfere with Tenant’s use of the Premises and Landlord
may only show the Premises to prospective tenants and brokers during the last
twelve (12) months of the Term hereof..


 


I.                                         [Intentionally Deleted]  


 


J.                                        Use of Lockbox.  To designate a lockbox collection agent for
collections of amounts due Landlord.  In
that case, the date of payment of Rent or other sums shall be the date of the
agent’s receipt of such payment or the date of actual collection if payment is
made in the form of a negotiable instrument thereafter dishonored upon
presentment.  However, Landlord may
reject any payment for all purposes as of the date of receipt or actual
collection by mailing to Tenant within 21 days after such receipt or
collection a check equal to the amount sent by Tenant.


 


K.                                    Repairs
and Alterations.  To make repairs
or alterations to the Project and in doing so transport any required material
through the Premises, to close entrances, doors, corridors, elevators and other
facilities in the Project, to open any ceiling in the Premises, or to
temporarily suspend services or use of common areas in the Building.  Landlord may perform any such repairs or
alterations during ordinary business hours, except that Tenant may require any
Work in the Premises to be done after business hours.  Landlord may do or permit any work on any
nearby building, land, street, alley or way. 
In all cases, Landlord shall provide prior notice to Tenant and shall
use commercially reasonable efforts to minimize interference with the conduct
of Tenant’s business.


 


22





















 


L.                                      Landlord’s
Agents.  If Tenant is in
default under this Lease, possession of Tenant’s funds or negotiation of Tenant’s
negotiable instrument by any of Landlord’s agents shall not waive any breach by
Tenant or any remedies of Landlord under this Lease.


 


M.                                 Building
Services.  To install, use and
maintain through the Premises, pipes, conduits, wires and ducts serving the
Building, provided that such installation, use and maintenance does not
unreasonably interfere with Tenant’s use of the Premises and, without limiting
the generality of the foregoing, all of the foregoing shall be installed behind
or above finished surfaces and shall not reduce the usable area of the
Premises.


 


N.                                    Other Actions.  To take any other action which Landlord deems
reasonable in connection with the operation, maintenance or preservation of the
Building, provided, however, that in all cases other than in an emergency
Landlord shall provide notice to Tenant prior to any entry into the Premises
and shall use its commercially reasonable efforts to minimize interference with
the conduct of Tenant’s business.


 


12.                               TENANT’S DEFAULT.   Any
of the following shall constitute a default by Tenant:


 


A.                                   Rent Default.  Tenant fails to pay any Rent when due and
such failure continues for ten (10) days after receipt of written notice
of such failure from Landlord; or 


 


B.                                     Other
Performance Default.  Tenant
fails to perform any other obligation to Landlord under this Lease, and this
failure continues for thirty (30) days after written notice from Landlord,
except that if Tenant begins to cure its failure within the thirty (30) day
period but cannot reasonably complete its cure within such period, then, so
long as Tenant continues to diligently attempt to cure its failure, the thirty
(30) day period shall be extended for an additional reasonable period to enable
Tenant to complete the cure.


 


13.                               REMEDIES.  


 


A.            Landlord’s Remedies.


 


(1)           Termination
of Lease or Possession.  If
Tenant defaults and does not timely cure any such default within the cure
periods provided above, Landlord may elect by notice to Tenant either to
terminate this Lease or to terminate Tenant’s possession of the Premises
without terminating this Lease.  In
either case, Tenant shall immediately vacate the Premises and deliver
possession to Landlord, and Landlord may repossess the Premises and may, at
Tenant’s sole cost, remove any of Tenant’s signs and any of its other property,
all with due process of law, without relinquishing its right to receive Rent or
any other right against Tenant.


 


(2)                                  Lease
Termination Damages.  If
Landlord terminates the Lease as provided above, Tenant shall pay to Landlord
all Rent due on or before the date of termination, plus Landlord’s reasonable
estimate of the aggregate Rent that would have been payable from the date of
termination through the Termination Date, reduced by the rental value of the
Premises calculated as of the date of termination for the same period, 


 


23





















 


taking into account
anticipated vacancy prior to reletting, reletting expenses and market
concessions, both discounted to present value at the rate of five percent (5%)
per annum.


 


(3)                                  Possession
Termination Damages.  If
Landlord terminates Tenant’s right to possession without terminating the Lease
and Landlord takes possession of the Premises itself, Landlord may relet any
part of the Premises for such Rent, for such time, and upon such terms as
Landlord in its sole discretion shall determine, without any obligation to do so
prior to renting other vacant areas in the Building.  Any proceeds from reletting the Premises
shall first be applied to the expenses of reletting, including redecoration,
repair, alteration, advertising, brokerage, legal, and other reasonably
necessary expenses.  If the reletting
proceeds after payment of expenses are insufficient to pay the full amount of
Rent under this Lease, Tenant shall pay such deficiency to Landlord monthly
upon demand as it becomes due.  Any
excess proceeds shall be retained by Landlord.


 


(4)                                  Landlord’s
Remedies Cumulative.  All of
Landlord’s remedies under this Lease shall be in addition to all other remedies
Landlord may have at law or in equity. 
Waiver by Landlord of any breach of any obligation by Tenant shall be
effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation.  Landlord’s acceptance of payment by Tenant
shall not constitute a waiver of any breach by Tenant, and if the acceptance
occurs after Landlord’s notice to Tenant, or termination of the Lease or of
Tenant’s right to possession, the acceptance shall not affect such notice or
termination.  Acceptance of payment by
Landlord after commencement of a legal proceeding or final judgment shall not
affect such proceeding or judgment. 
Landlord may advance such monies and take such other actions for Tenant’s
account as reasonably may be required to cure or mitigate any default by
Tenant.  Tenant shall immediately
reimburse Landlord for any such advance, and such sums shall bear interest at
the default interest rate until paid.


 


(5)                                  Mitigation of Damages.  In all events, Landlord shall use reasonable
efforts to mitigate its damages.


 


B.            Tenant’s Remedies.


 


(1)           Default
by Landlord and Tenant’s Remedies.   Landlord shall be deemed in default hereunder
if Landlord fails to perform any of its obligations under this Lease and such
failure continues for thirty (30) days after written notice from Tenant, except
that if Landlord begins to cure its failure within such thirty (30) day period
but cannot reasonably complete its cure within such period, then so long as
Landlord continues to diligently attempt to cure its failure, the thirty (30)
day period shall be extended for an additional reasonable period of time to
enable Landlord to complete the cure.


 


(2)                                  Offset Rights.   Landlord and Tenant agree that
in the event that Landlord fails to pay any amount required to be paid by
Landlord to Tenant pursuant to this Lease and owing as part of (i) the
Tenant Improvement Agreement, or (ii) pursuant to a final non-appealable
judgment rendered by a court of competent jurisdiction against Landlord in an
action by Tenant relating to Landlord’s breach of an obligation provided for
under 


 


24





















 


this Lease, within
five (5) Business Days after the date the same is due and payable
hereunder, then Tenant shall have the right to give Landlord a second written
notice (an “Offset Exercise Notice”) requesting payment of such costs, which
notice shall state in BOLD PRINT
that “LANDLORD’S FAILURE TO PAY THE FULL
AMOUNT REQUESTED IN THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS AFTER
LANDLORD’S RECEIPT HEREOF SHALL GIVE TENANT THE RIGHT TO OFFSET SUCH UNPAID
AMOUNT AGAINST THE PAYMENT OF RENT DUE AND OWING UNDER THE LEASE.”  If, notwithstanding such further Offset
Exercise Notice,  Landlord continues to
fail to fully pay such sums within five (5) Business Days after such
Offset Exercise Notice is provided to Landlord, then any such unpaid amounts
may be offset by Tenant against the next installment of Rent and other amounts
then due Landlord hereunder (in order of payment) until all such unpaid amounts
and interest thereon have been either fully offset or paid by Landlord in full.


 


(3)                                  Self-Help
Rights.   In the event that Landlord fails to perform
any repairs to the Building’s electrical or communications or HVAC systems or
other essential Building systems or services to the extent that such systems or
services are the obligation of Landlord under this Lease, including elevator
systems and the roof of the Building, and the failure to perform such repairs
will materially affect Tenant’s ability to conduct business in the Premises,
and such failure continues for more than ten (10) Business Days (one (1) Business
Day in the event of any imminent threat to persons or material damage to
property) after written notice thereof from Tenant to Landlord, Tenant shall
deliver a further written notice (“Tenant’s Self-Help Notice”) to Landlord
stating in BOLD PRINT the
consequences of Landlord’s failure to commence to effect such repairs within
five (5) Business Days (immediately in the event of imminent threat to
persons or material damage to property) after receipt by Landlord of such
further notice.  If within five (5) Business
Days (or immediately, if applicable) after receipt of Tenant’s Self-Help Notice
Landlord does not commence to effect such repairs,  Tenant shall have the right (but not the
obligation) to perform the maintenance or repairs so required of Landlord
hereunder, at Landlord’s sole cost and expense, in which event Landlord shall
reimburse Tenant for any costs and expenses actually paid, sustained or
incurred by Tenant in connection therewith within twenty (20) days after Tenant’s
written request therefor (which request shall be accompanied by reasonable
evidence of the amount of any such costs); provided, however, that in no event
shall Tenant have the right to exercise the foregoing self-help right in
connection with any such failure of Landlord to perform any such maintenance
and/or repairs to the extent that Landlord is diligently and continuously
pursuing and using all commercially reasonable efforts to cure any such
failure.  Tenant’s Self-Help Notice shall
identify with specificity the nature of the repairs to be undertaken by Tenant
and the contractor to be engaged by Tenant to make such repairs.  Any such contractor shall be obligated to
follow all Building rules and regulations, and shall have in place
insurance coverage similar to that described in Section VI of Appendix C
attached hereto.


 


(4)           Mitigation of Damages. 
In all events, Tenant shall use reasonable efforts to
mitigate its damages.


 


25





















 


C.                                     WAIVER OF TRIAL BY JURY.  EACH PARTY WAIVES TRIAL BY JURY IN THE EVENT
OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS
LEASE.  EACH PARTY SHALL BRING ANY ACTION
AGAINST THE OTHER IN CONNECTION WITH THIS LEASE IN A FEDERAL OR STATE COURT
LOCATED IN ILLINOIS, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES
ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF
IMPROPER VENUE OR INCONVENIENT FORUM.


 


D.                                    Litigation
Costs.  In the event of any
action, suit or proceeding brought by Landlord or Tenant to enforce any of the
other’s covenants and agreements in this Lease, the prevailing party shall be
entitled to recover from the non-prevailing party any costs, expenses and
reasonable attorneys’ fees incurred in connection with such action, suit or
proceeding.


 


14.                               SURRENDER.  Upon termination of this Lease or Tenant’s
right to possession, Tenant shall return the Premises to Landlord in good order
and condition, ordinary wear and casualty damage excepted.  If Landlord requires Tenant to remove any
alterations in accordance with the terms of this Lease, then Tenant shall
remove the alterations in a good and workmanlike manner and restore the
Premises to its condition prior to their installation.


 


15.                               HOLDOVER.  Tenant shall have no right to holdover
possession of the Premises after expiration or termination of this Lease
without Landlord’s prior written consent, which Landlord may withhold in its
sole and absolute discretion.  If Tenant
retains possession of any part of the Premises after the Term, Tenant shall
become a month-to-month tenant for the entire floor on which such part of the
Premises so occupied by Tenant is located upon all of the terms of this Lease
as might be applicable to such month-to-month tenancy, except that Tenant shall
pay all of Base Rent, Operating Cost Share Rent and Tax Share Rent at 150% for
the first thirty (30) days of any such holdover, and 200% thereafter of the
rate in effect immediately prior to such holdover, computed on a monthly basis
for each full or partial month Tenant remains in possession.  Tenant shall also pay Landlord all of
Landlord’s direct damages resulting from Tenant’s holdover; provided however
that if Landlord at any time notifies Tenant that Landlord has entered into or
is about to enter into a lease or a letter of intent for a lease with another
tenant requiring the use of the Premises on a date specified by Landlord and
occurring after the Expiration Date of this Lease, Tenant shall be liable for
all damages, excluding special or consequential, but specifically and expressly
including damages for loss of all rent under such other lease (subject to
Landlord’s obligation to mitigate such damages), sustained by Landlord if
Tenant fails to surrender the Premises to Landlord on or before thirty (30)
days following the later of the Expiration Date of this Lease or the date of
delivery of such notice from Landlord to Tenant.  No acceptance of Rent or other payments by
Landlord under these holdover provisions shall operate as a waiver of Landlord’s
right to regain possession or any other of Landlord’s remedies.  


 


16.                               SUBORDINATION TO GROUND LEASES AND
MORTGAGES.  


 


A.                                   Subordination.  Landlord represents to Tenant that there is
no mortgage or ground lease affecting the Project as of the date of execution
of this Lease.  This Lease shall be
subordinate to any future ground lease or mortgage respecting the Project, and
any amendments 


 


26





















 


to
such ground lease or mortgage, at the election of the ground lessor or
mortgagee as the case may be, effected by notice to Tenant in the manner
provided in this Lease; provided, however, that notwithstanding such
subordination, so long as Tenant is not in default hereunder beyond any applicable
notice and cure period, Tenant’s quiet enjoyment of the Premises and other
rights pursuant to the terms and conditions of this Lease shall not be
disturbed by the holder of any such superior instrument.  The subordination shall be effective upon such
notice, but at the request of Landlord or ground lessor or mortgagee, Tenant
shall within thirty (30) days of the request, execute and deliver to the
requesting party any reasonable documents provided to evidence the
subordination; provided, however, that any such documentation shall include a
non-disturbance agreement in favor of Tenant in form and substance reasonably
satisfactory to Tenant.  Any mortgagee
has the right, at its option, to subordinate its mortgage to the terms of this
Lease, without notice to, nor the consent of, Tenant.


 


B.                                     Termination
of Ground Lease or Foreclosure of Mortgage.   If any ground lease is terminated or
mortgage foreclosed or deed in lieu of foreclosure given and the ground lessor,
mortgagee, or purchaser at a foreclosure sale shall thereby become the owner of
the Project, Tenant shall attorn to such ground lessor or mortgagee or
purchaser, such ground lessor or mortgagee or purchaser shall recognize Tenant’s
rights under this Lease, and this Lease shall continue in effect as a direct
lease between Tenant and such ground lessor, mortgagee or purchaser.  The ground lessor or mortgagee or purchaser
shall be liable as Landlord only during the time such ground lessor or
mortgagee or purchaser is the owner of the Project.  At the request of Landlord, ground lessor or
mortgagee, Tenant shall execute and deliver within twenty (20) days of the
request any document furnished by the requesting party to evidence Tenant’s
agreement to attorn, provided that any such document recognizes Tenant’s rights
hereunder.


 


C.                                     Intentionally Deleted.  


 


D.                                    Notice and
Right to Cure.  Tenant agrees
to send by registered or certified mail to any ground lessor or mortgagee
identified in any notice from Landlord to Tenant a copy of any notice of
default sent by Tenant to Landlord.  Such
ground lessor or mortgagee shall have the concurrent right provided to Landlord
in Section 13(B) above to cure any such default.


 


E.                                      Definitions.  As used in this Section 16, “mortgage”
shall include “deed of trust” and/or “trust deed” and “mortgagee” shall include
“beneficiary” and/or “trustee”, “mortgagee” shall include the mortgagee of any
ground lessee, and “ground lessor”, “mortgagee”, and “purchaser at a
foreclosure sale” shall include, in each case, all of its successors and
assigns, however remote.


 


17.                               ASSIGNMENT AND SUBLEASE.  


 


A.                                   In General.   Tenant shall not, without the prior consent
of Landlord in each case, (i) make or allow any assignment or transfer, by
operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant
or allow any lien or encumbrance, by operation of law or otherwise, upon any
part of Tenant’s interest in this Lease, (iii) sublet any part of the
Premises, or (iv) permit anyone other than Tenant and its employees to
occupy any part of the Premises.  Tenant
shall remain primarily liable for all of its obligations under this Lease,
notwithstanding any assignment or transfer. 
No consent granted by Landlord shall be deemed to be a consent to 


 


27





















 


any
subsequent assignment or transfer, lien or encumbrance, sublease or
occupancy.  Tenant shall pay all of
Landlord’s reasonable attorneys’ fees and other actual expenses incurred in
connection with any consent requested by Tenant or in reviewing any proposed
assignment or subletting.  Any assignment
or transfer, grant of lien or encumbrance, or sublease or occupancy, other than
to an Affiliate, without Landlord’s prior written consent shall be void.  If Tenant shall assign or sublet twenty-five
percent (25%) or more of the Premises to any party other than an Affiliate as
defined in Section 17.G. below, any right of first offer under Section 31
below shall be extinguished thereby and will not be transferred to the
subtenant, such right being personal to the Tenant named herein and its
Affiliates.


 


Notwithstanding the foregoing, Tenant may sublease up to 25% of the
Premises in the aggregate without the requirement of Landlord’s consent.  Tenant shall, nonetheless, notify Landlord of
any such subleasing, and provide Landlord with a copy of such fully-executed
sublease.  


 


B.                                     Landlord’s
Consent.   Landlord will not
unreasonably withhold, condition or delay its consent to any proposed
assignment or subletting.  It shall be
reasonable for Landlord to withhold its consent to any assignment or sublease
if (i) Tenant is in default under this Lease beyond any applicable notice
and cure period, (ii) the proposed assignee or sublessee is a tenant in a
building owned by Landlord or any affiliated party in the Office Park or
subtenant of such a tenant or a party that Landlord has identified as a
prospective tenant in a building owned by Landlord or any affiliated party in
the Office Park in any proposal given to such party or Request for Proposal
received from such party within the prior six month period, (iii) the
financial responsibility, nature of business, and character of the proposed
assignee or subtenant (if Landlord provides a recognition of such subtenant
pursuant to Section 17.H. below) are not all reasonably satisfactory to
Landlord, or (iv) the proposed assignee or subtenant is a government
entity.  The foregoing shall not exclude
any other reasonable basis for Landlord to withhold its consent.


 


C.                                     Procedure.   Tenant shall notify Landlord of any proposed
assignment or sublease at least twenty (20) days prior to its proposed
effective date.  The notice shall include
the name and address of the proposed assignee or subtenant and a copy of the
proposed assignment or sublease, which shall include, in the case of an
assignment, an assumption of all of Tenant’s obligations under this Lease and,
in the case of a sublease, an agreement to comply with all of Tenant’s
obligations under this Lease as it applies to the subleased premises, shall be
delivered to Landlord concurrently with such notice.  Landlord shall respond to a request for
consent within ten (10) business days after receipt of such request.  If Landlord fails to respond within such ten (10) business
day period Tenant shall then deliver a second written notice to Landlord, which
notice shall state in BOLD PRINT
that “FAILURE TO DELIVER YOUR NOTICE OF
APPROVAL OR DISAPPROVAL OF THE PROPOSED SUBLETTING OR ASSIGNMENT DOCUMENTS
HEREIN WITHIN TWO (2) DAYS AFTER YOUR RECEIPT HEREOF SHALL BE DEEMED CONCLUSIVE
EVIDENCE OF CERTAIN MATTERS MORE FULLY DESCRIBED IN SECTION 17 OF THE
LEASE.”  Failure to deliver
such statement within such additional two (2) day period shall then be
conclusive evidence against Landlord that Landlord has approved such subletting
or assignment.


 


D.                                    [Intentionally Deleted]  


 


28





















 


E.                                      Excess Payments.  If Tenant shall assign this Lease or sublet
any part of the Premises for consideration in excess of the pro-rata portion of
Rent applicable to the space subject to the assignment or sublet, then Tenant
shall pay to Landlord as Additional Rent 50% of any such excess within thirty
(30) days after receipt after first deducting the reasonable costs and expenses
incurred by Tenant in connection with the assignment or sublease, including
reasonable marketing expenses, tenant improvement costs, legal fees and brokers’
commissions. 


 


F.                                      Recapture. 
If the area to be subject to such sublease or assignment together with
all other areas previously under sublease or assignment exceeds in the
aggregate more than 25% of the Premises then demised hereby, Landlord may, by
giving written notice to Tenant within ten (10) business days after
receipt of Tenant’s notice of assignment or subletting, notify Tenant of
Landlord’s election to terminate this Lease with respect to the space described
in Tenant’s notice, as of the effective date of the proposed assignment or
sublease and all obligations under this Lease as to such space shall expire
except as to any obligations that expressly survive any termination of this
Lease.  Notwithstanding the foregoing,
Tenant shall have and hereby reserves the right to rescind its notice of
assignment or subletting within ten (10) days after receipt by Tenant of
Landlord’s recapture notice if Landlord has in fact delivered such recapture
notice to Tenant, in which event Landlord shall have no right to recapture such
space and Tenant shall have no right to proceed with such assignment or
subletting.


 


G.                                     Affiliate
Transfers.  Notwithstanding anything
in this Section 17 to the contrary, Tenant may assign this Lease or sublet
all or any portion of the Premises without the prior written consent of
Landlord to Tenant’s Affiliate (as hereinafter defined) provided that:  (a) Tenant is not at such time, and such
Affiliate on the effective date of such assignment or sublease will not be, in
default beyond any applicable notice and cure period hereunder; (b) such
Affiliate shall execute an instrument in writing assuming by assignment the terms
of this Lease or acknowledging that such sublease is subject and subordinate to
all of the terms and conditions of this Lease, and Tenant shall deliver the
same to Landlord promptly after the effective date of such assignment of
sublease; and (c) Tenant shall remain primarily liable under all of the
terms and conditions of this Lease.  As
used in this Section 12, the term “Affiliate” shall mean any
parent, subsidiary, affiliate or successor organization of or to Tenant.


 


H.                                    Recognition of Subleases.  If requested by Tenant in connection with any
sublease of all or at least a full floor area of the Premises, subject to
approval by Landlord of the financial condition of the subtenant under such
sublease, Landlord shall provide a non-disturbance agreement in which Landlord
shall agree that if this Lease or Tenant’s right to possession of the Premises
terminates before the expiration of the sublease on account of a default by
Tenant, such subtenant may remain in occupancy of the Premises, or the portion
thereof subject to such subtenant’s sublease (as the case may be), for the
balance of the term of such sublease and any extensions or renewals thereof
upon and subject to the following terms and conditions:  (i) the rent payable for such occupancy
shall be the greater of the rent payable under such sublease or the rent, on a
per square foot basis, which would have been payable under this Lease had this
Lease or Tenant’s right to possession of the Premises not been terminated, (ii) the
term of such occupancy shall not extend beyond the Term of this Lease and any
extension periods, (iii) such subtenant attorns to Landlord upon the
termination of this Lease or of Tenant’s right to possession, (iv) such
subtenant is not in default under such sublease beyond any applicable notice
and cure periods, (v) there shall be no setoff or deferral of rent or
other sums on the basis 


 


29





















 


of any
default by Tenant in its obligations to such subtenant occurring prior to such
termination, and Landlord shall not be subject to any obligation or liability
by reason of any act or omission of Tenant, (vi) such subtenant shall be
responsible for the costs of any demising walls or multi-floor corridor
improvements required on account of such sublease becoming a direct lease; and (vii)  such
occupancy shall otherwise be upon the terms and conditions of this Lease.


 


18.                               CONVEYANCE BY LANDLORD.  If Landlord shall at any time transfer its
interest in the Project or this Lease, Landlord shall be released of any
obligations occurring after such transfer, except the obligation to return to
Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord’s successors for performance of such obligations.  This Lease shall not be affected by any such
transfer.


 


19.                               ESTOPPEL CERTIFICATE.  Each party shall, within fifteen (15) days of
receiving a request from the other party, execute, acknowledge in recordable
form, and deliver to the other party or its designee a certificate stating,
subject to a specific statement of any applicable exceptions, that the Lease as
amended to date is in full force and effect, that the Tenant is paying Rent and
other charges on a current basis, and that to the best of the knowledge of the
certifying party, the other party has committed no uncured defaults and has no
offsets or claims.  The certifying party
may also be required to state the date of commencement of payment of Rent, the
Commencement Date, the Termination Date, the Base Rent, the current Operating
Cost Share Rent and Tax Share Rent estimates, the status of any improvements
required to be completed by Landlord, the amount of any security deposit, and
such other matters as may be reasonably requested.    If the requested certificate is not
delivered to the requesting party with fifteen (15) days as provided above, the
requesting party may then deliver a second written notice requesting delivery
of the required certificate, which notice shall state in BOLD PRINT that “FAILURE TO DELIVER THE REQUESTED CERTIFICATE WITHIN FIVE (5) DAYS
AFTER YOUR RECEIPT HEREOF SHALL BE DEEMED CONCLUSIVE EVIDENCE OF CERTAIN
MATTERS MORE FULLY DESCRIBED IN SECTION 19 OF THE LEASE.”  Failure to deliver such statement within such
additional five (5) day period shall then be conclusive evidence against
the non-certifying party that this Lease, with any amendments identified by the
requesting party, is in full force and effect, that there are no uncured
defaults by the requesting party, that not more than one month’s Rent has been
paid in advance, that the non-certifying party has not paid any security
deposit, and that the non-certifying party has no claims or offsets against the
requesting party.


 


20.                               [Intentionally Deleted]  


 


21.                               FORCE MAJEURE.  Neither
Landlord nor Tenant shall be in default under this Lease to the extent
Landlord or Tenant, as the case may be, is unable to perform any of its
obligations on account of any strike or labor problem, energy shortage,
governmental pre-emption or prescription, national emergency, or any other
cause of any kind beyond the reasonable control of Landlord or Tenant, as the
case may be (“Force Majeure”).


 


22.                               [Intentionally
Deleted]  


 


23.                               NOTICES.  All notices,
consents, approvals and similar communications to be given by one party to the
other under this Lease, shall be given in writing, mailed or personally
delivered as follows:


 


30





















 


A.                                   Landlord.  To Landlord as follows:


 


CarrAmerica Realty Corporation


Parkway North Center


Three Parkway North


Deerfield, IL 60015


Attn:    Gerald J. O’Malley


 


with a copy to each of:


 


CarrAmerica Realty Corporation


1850 K Street, N.W.


Suite 500


Washington, D.C. 20006


Attn:     Lease Administration


 


and:


 


CarrAmerica Realty Corporation


1850 K Street, N.W.


Suite 500


Washington, D.C. 20006


Attn:     General Counsel


 


and:


 


Quarles & Brady LLP


500 West Madison Street, Suite 3700


Chicago, IL 60661


Attn:     Peter A. Sarasek, Esq.


 


or to such other person
at such other address as Landlord may designate by notice to Tenant.


 


B.                                     Tenant.  To Tenant as follows:


 


	
  Prior to the Commencement Date:

  	
   

  	
  United Stationers Supply Co.

  2200 East Golf Road

  Des Plaines, Illinois 60016

  Attn: General Counsel

  
	
   

  	
   

  	
   

  
	
  After the Commencement Date:

  	
   

  	
  United Stationers Supply Co.

  One Parkway North Boulevard

  Deerfield, Illinois 60015

  Attn: General Counsel

  



 


or to such other person
at such other address as Tenant may designate by notice to Landlord.


 


31





















 


Mailed notices shall be
sent by United States certified or registered mail, or by a reputable national
overnight courier service, postage prepaid. 
Mailed notices shall be deemed to have been given on the date of actual
delivery in the case of registered or certified mail, and on the first business
day following timely deposit with an overnight courier.


 


24.                               QUIET POSSESSION.  So long as Tenant shall perform all of its
obligations under this Lease, Tenant shall enjoy peaceful and quiet possession
of the Premises against any party claiming by, through or under Landlord.


 


25.                               REAL ESTATE BROKER.  Tenant represents to Landlord that Tenant has
not dealt with any real estate broker with respect to this Lease except for any
broker(s) listed in the Schedule, and no other broker is in any way entitled to
any broker’s fee or other payment in connection with this Lease.  Tenant shall indemnify and defend Landlord
against any claims by any other broker or third party claiming through Tenant
for any payment of any kind in connection with this Lease.  Landlord represents to Tenant that Landlord
has not dealt with any real estate broker with respect to this Lease except for
any broker(s) listed in the Schedule, and no other broker is in any way
entitled to a broker’s fee or other payment in connection with this Lease.  Landlord shall be responsible for paying any
commission due such brokers listed on the Schedule in accordance with
separate agreements and shall indemnify and defend Tenant against any claim by
any other broker or third party claiming through Landlord for any payment of
any kind in connection with this Lease.


 


26.                               MISCELLANEOUS.  


 


A.                                   Successors
and Assigns.  Subject to the
limits on Tenant’s assignment contained in Section 17, the provisions of
this Lease shall be binding upon and inure to the benefit of all successors and
assigns of Landlord and Tenant.


 


B.                                     Date Payments
Are Due.  Except for payments
to be made by Tenant under this Lease which are due upon demand or are due in
advance (such as Base Rent), Tenant shall pay to Landlord any amount for which
Landlord renders a statement of account within ten days of Tenant’s receipt of
Landlord’s statement.


 


C.                                     Meaning of “Landlord”,
“Re-Entry, “including” and “Affiliate”.  The term “Landlord” means only the owner of
the Project and the lessor’s interest in this Lease from time to time.  The words “re-entry” and “re-enter” are not
restricted to their technical legal meaning. 
The words “including” and similar words shall mean “without limitation.”  The word “Affiliate” shall mean a person or
entity controlling, controlled by or under common control with the applicable
entity.  “Control” shall mean the power
directly or indirectly, by contract or otherwise, to direct the management and
policies of the applicable entity.


 


D.                                    Time of the
Essence.  Time is of the
essence of each provision of this Lease.


 


E.                                      No Option.  This document shall not be effective for any
purpose until it has been executed and delivered by both parties; execution and
delivery by one party shall not create any option or other right in the other
party.


 


32





















 


F.                                      Severability.  The unenforceability of any provision of this
Lease shall not affect any other provision.


 


G.                                     Governing Law.  This Lease shall be governed in all respects
by the laws of the State of Illinois, without regard to the principles of
conflicts of laws.


 


H.                                    [Intentionally Deleted]  


 


I.                                         No Oral
Modification.  No modification
of this Lease shall be effective unless it is a written modification signed by
both parties.


 


J.                                        [Intentionally Deleted]  


 


K.                                    Captions. 
The captions used in this Lease shall have no effect on the construction
of this Lease.


 


L.                                      Authority. 
Landlord and Tenant each represents to the other that it has full power
and authority to execute and perform this Lease.


 


M.                                 Landlord’s
Enforcement of Remedies. 
Landlord may enforce any of its remedies under this Lease either in its
own name or through an agent.


 


N.                                    Entire
Agreement.  This Lease,
together with all Appendices, constitutes the entire agreement between the
parties.  No representations or
agreements of any kind have been made by either party which are not contained
in this Lease.


 


O.                                    Landlord’s Title.  Landlord’s title shall always be paramount to
the interest of the Tenant, and nothing in this Lease shall empower Tenant to
do anything which might in any way impair Landlord’s title.


 


P.                                      Light and Air
Rights.  Landlord does not
grant in this Lease any rights to light and air in connection with
Project.  Subject to the terms and
conditions of this Lease, Landlord reserves to itself, the Land, the Building
below the improved floor of each floor of the Premises, the Building above the
ceiling of each floor of the Premises, the exterior of the Premises and the
areas on the same floor outside the Premises, along with the areas within the
Premises required for the installation and repair of utility lines and other
items required to serve other tenants of the Building.


 


Q.                                    Singular and
Plural.  Wherever appropriate
in this Lease, a singular term shall be construed to mean the plural where
necessary, and a plural term the singular. 
For example, if at any time two parties shall constitute Landlord or
Tenant, then the relevant term shall refer to both parties together.


 


R.                                     Recording by
Tenant.   Tenant shall be
permitted to record in the public records of Lake County, Illinois a memorandum
of this Lease, the form of which has been approved by Landlord (such approval
not to be unreasonably withheld).  Upon
such recording, Landlord agrees at Landlord’s sole cost and expense to cause to
be issued to Tenant a leasehold title insurance policy reasonably satisfactory
to Tenant pursuant to the title commitment issued by 


 


33





















 


Chicago
Title Insurance Company and attached hereto as Appendix F.  Upon termination of this Lease by lapse of
time or otherwise, Tenant agrees to execute for recording in Lake County,
Illinois any document as may be reasonably required by the title company in
order to evidence the termination of this Lease.


 


S.                                      Exclusivity.  Landlord does not grant to Tenant in this
Lease any exclusive right except the right to occupy its Premises and otherwise
as provided in this Lease.


 


T.                                     No
Construction Against Drafting Party. 
The rule of construction that ambiguities are resolved against the
drafting party shall not apply to this Lease.


 


U.                                    Survival.  All obligations of Landlord and Tenant under
this Lease shall survive the termination of this Lease.


 


V.                                     Rent Not
Based on Income.  No rent or
other payment in respect of the Premises shall be based in any way upon net
income or profits from the Premises. 
Tenant may not enter into or permit any sublease or license or other
agreement in connection with the Premises which provides for a rental or other
payment based on net income or profit.


 


W.                                Building
Manager and Service Providers. 
Landlord may perform any of its obligations under this Lease through its
employees or third parties hired by Landlord.


 


X.                                    Late
Charge and Interest on Late Payments.  Without limiting the provisions of Section 12A,
if Tenant fails to pay any installment of Rent or other charge to be paid by
Tenant pursuant to this Lease within five (5) business days after the same
becomes due and payable, then Tenant shall pay a late charge equal to five
percent (5%) of the amount of such payment, provided, however, such late charge
shall not be applied until the Rent is delinquent under this Lease more than
once in any Lease Year.  In addition,
interest shall be paid by Tenant to Landlord on any late payments of Rent in
accordance with the terms of Section 2D(2), provided, however, such
default interest shall not be applied until the Rent is delinquent under this
Lease more than once in any Lease Year. 
Such late charge and interest shall constitute Additional Rent due and
payable by Tenant to Landlord upon the date of payment of the delinquent
payment referenced above.


 


Y.                                     Tenant’s
Financial Statements.  Unless
Tenant is at the time a publicly-traded company or a subsidiary of a
publicly-traded company whose financial reports are on file with the SEC and
available to the general public, upon request from Landlord Tenant shall
provide Landlord with current audited annual and quarterly financial statements
(income and balance sheet).


 


Z.                                     OFAC and Anti-Money Laundering Compliance
Certifications.  Tenant hereby represents,
certifies and warrants to Landlord as follows: (i) Tenant is not named by,
and is not acting, directly or indirectly, for or on behalf of any person,
group, entity or nation named by, any Executive Order, including without
limitation Executive Order 13224, or the United States Treasury Department as a
terrorist, “Specially Designated National and Blocked Person,” or other banned
or blocked person, entity, nation or transaction pursuant to any law, order, rule or
regulation that is enacted, enforced or administered by the Office of Foreign
Assets Control (“OFAC”); (ii) Tenant is not engaged in this
transaction, directly or indirectly, for or on behalf 


 


34





















 


of, or
instigating or facilitating this transaction, directly or indirectly on behalf
of, any such person, group, entity or nation; and (iii) none of the
proceeds used to pay Rent have been or will be derived from a “specified
unlawful activity” as defined in, and Tenant is not otherwise in violation of,
the Money Laundering Control Act of 1986, as amended, or any other applicable
laws regarding money laundering activities. 
Furthermore, Tenant agrees to immediately notify Landlord if Tenant was,
is, or in the future becomes a “senior foreign political figure,” or an
immediate family member or close associate of a “senior foreign political
figure,” within the meaning of Section 312 of the USA PATRIOT Act of
2001.  Notwithstanding anything in this
Lease to the contrary, Tenant acknowledges and agrees that this Lease is a
continuing transaction and that the foregoing representations, certifications
and warranties are ongoing and shall be and remain true and in full force and
effect on the date hereof and throughout the Term of the Lease (and any
extension thereof) and that any breach thereof shall be a default under the
Lease (not subject to any notice or cure period) giving rise to Landlord’s
remedies, including but not limited to forcible eviction, and Tenant hereby
agrees to defend, indemnify and hold harmless Landlord from and against any and
all claims, damages, losses, risks, liabilities, fines, penalties, forfeitures
and expenses (including without limitation costs and attorneys’ fees) arising
from or related to any breach of the foregoing representations, certification
and warranties.


 


AA.                         Building Access.  Tenant, subject to the other terms and
conditions hereof (and subject to any emergency or fire or casualty or other
situation beyond the reasonable control of Landlord), shall have access to the
Building, the Premises, the passenger elevators of the Building, the parking
facilities in and about the Building and any areas designated by Landlord as
common areas from time to time twenty-four (24) hours per day, seven days per
week, 365 days per year.


 


BB.                             Fire Stairs Use.  Tenant shall have the right, at no cost to
Tenant, to use the Building’s firestairs for access between floors of the
Premises.  Tenant may install a keycard
or other security system to control access to its floors and may cosmetically
upgrade the firestairs and stairwells between the floors of the Premises with
drywall, additional/upgraded lighting, fire resistant carpeting, etc., subject
to the consent of Landlord and the local municipality.


 


27.                               UNRELATED BUSINESS INCOME.  If Landlord is advised by its counsel at any
time that any part of the payments by Tenant to Landlord under this Lease may
be characterized as unrelated business income under the United States Internal
Revenue Code and its regulations, then Tenant shall enter into any amendment
proposed by Landlord to avoid such income, so long as the amendment does not
require Tenant to make more payments or accept fewer services from Landlord,
than this Lease provides.


 


28.                               HAZARDOUS SUBSTANCES.  


 


A.                                   Tenant Compliance.  Tenant shall not cause any Hazardous
Substances to be brought upon, produced, stored, used, discharged or disposed
of in or near the Office Park unless Landlord has consented to such storage or
use in its sole discretion. 
Notwithstanding the foregoing, Tenant’s use and storage of products
which are normally used in general office operations but contain de minimis
amounts of Hazardous Substances shall not violate the prohibition in the
preceding sentence if, and only if, (i) Tenant’s use, storage, and
ultimate disposal of said products is at all times in compliance with
applicable law; and (ii) said products 


 


35





















 


are
acquired, stored and used in their original, prepackaged containers.  In addition, Landlord acknowledges that
Tenant intends on installing and maintaining a back-up battery system in the
Premises (subject to reasonable approval by Landlord of the plans and
specifications therefor).  “Hazardous Substances” include those hazardous
substances described in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901
et seq., any other applicable federal, state or local law, and the regulations
adopted under these laws.


 


B.                                     Landlord Compliance.  Landlord represents to Tenant that to the
best knowledge of Landlord there are no Hazardous Substances,
asbestos-containing materials, PCB transformers or other toxic, hazardous or
contaminated substances or underground storage tanks at, in, on or under the
Project, except for such materials as are ordinarily used by owners in the
operation of commercial office buildings and in quantities permitted by all
applicable laws.  Landlord shall not
cause or permit the escape, disposal or release of any Hazardous Substances
from the Project.  Landlord shall not
allow the storage or use of Hazardous Substances at the Project, nor allow to
be brought into the Project any such Hazardous Substances.  Notwithstanding the foregoing, normal
quantities of Hazardous Substances or customarily used in the conduct of
managing and operating a commercial office building (e.g., cleaning supplies),
or the construction or maintenance of leasehold improvements or the Building,
may be handled by Landlord in compliance with applicable laws and in a manner
that does not result in injury or health risks to persons.  Hazardous Substances shall be handled by
Landlord at the Project at all times in compliance with the manufacturer’s
instructions therefor and all applicable laws. 
Landlord further agrees that, to the extent required by applicable law,
or to the extent such removal is typically performed in comparable office buildings
in the suburban Lake County, Illinois area, Landlord shall, at its sole cost
and expense, promptly remove or remediate, or cause to be removed or
remediated, any Hazardous Substances on the Project (except for Hazardous
Substances brought thereon by Tenant, and except to the extent permitted in
this Section 28) promptly after discovery thereof.


 


29.                               EXCULPATION.  Landlord shall have no personal liability
under this Lease; its liability shall be limited to its interest in the Project
, and the rents and proceeds thereof, and shall not extend to any other
property or assets of Landlord.  In no
event shall any officer, director, employee, agent, shareholder, partner,
member or beneficiary of Landlord be personally liable for any of Landlord’s
obligations hereunder.


 


30.                               OPTIONS TO EXTEND


 


A.                                   The Term of this
Lease with respect to all of the Premises may be extended, at the option of
Tenant, for three (3) periods of five (5) years each, such periods
being herein sometimes referred to as, respectively, the “First Extended
Term”, the “Second Extended Term” and the “Third Extended Term”,
as follows:


 


(1)                                  Each
such option to extend shall be exercised by Tenant by giving binding written
notice to Landlord on or before but not later than October 31, 2015 with respect
to the First Extended Term, October 31, 2020 with respect to the Second
Extended Term, and October 31, 2025 with respect to the Third Extended
Term.


 


36





















 


(2)                                  The
First Extended Term shall be on the same terms, covenants and conditions of
this Lease, excluding the provisions of Section 33 hereof, and except for
the payment of rent during the First Extended Term.  The Second Extended Term shall be on the same
terms, covenants and conditions of this Lease, excluding the provisions of Section 33
hereof, and except for the payment of rent during the Second Extended
Term.  The Third Extended Term shall be
on the same terms, covenants and conditions of this Lease, excluding the
provisions of Section 33 hereof, and except for the payment of rent during
the Third Extended Term.  The Tenant
shall not be permitted to extend this Lease beyond the Third Extended
Term.  Any termination of this Lease
during the original Term of this Lease, the First Extended Term, the Second
Extended Term or the Third Extended Term shall terminate all rights hereunder. 


 


(3)                                  The
Base Rent during the First Extended Term, the Second Extended Term and the
Third Extended Term shall be at the Prevailing Market Rental Rate (as
hereinafter defined).  For purposes of
this Lease, “Prevailing Market Rental Rate” shall mean the then
prevailing per rentable square foot market rental rate per annum for Base Rent
for the Premises based on comparable space and size in other comparable class “A”
buildings located in the Lake County, Illinois, area as well as other
comparable class “A” buildings located in northern Cook County, Illinois
(taking into consideration the market differential between Lake County and Cook
County in real estate taxes) for equally creditworthy tenants for a comparable
term commencing on or about the first day of the respective Extended Term,
taking into account in all instances the strength of the location and amenities
and value of signage in all such comparable properties, and further taking into
consideration all market concessions and inducements including rent abatements
and tenant improvement allowances, if any, and whether such leases are on a “net”
or “gross” basis.  Upon written request
of Tenant, Landlord shall advise Tenant one (1) month prior to the date by
which Tenant must exercise each option granted hereby, of the Prevailing Market
Rental Rate at which Landlord is
prepared to offer the Premises to Tenant for each such Extended Term.  In addition to the Base Rent above provided,
Tenant shall and hereby agrees to continue to pay to Landlord Operating Cost
Share Rent, Tax Share Rent, and Additional Rent in accordance with the
provisions of Section 3 of this Lease.


 


If Tenant
disagrees with Landlord’s determination of the Prevailing Market Rental Rate
and if the parties cannot agree on the Prevailing Market Rental Rate within
thirty (30) days after the date of receipt by Tenant of Landlord’s Prevailing
Market Rental Rate notice, Tenant shall elect, by written notice given to
Landlord within five (5) days after expiration of said thirty (30) day
period, to (i) accept Landlord’s determination of the Prevailing Market
Rental Rate, (ii) arbitrate the determination of the Prevailing Market
Rental Rate as hereinafter provided or (iii) withdraw its notice to extend
(or expand, in the case of an arbitration pursuant to Section 31 or Section 32
below).  If Tenant fails to make its
election within such five (5) day period, Tenant shall be deemed to have
elected to arbitrate the Prevailing Market Rental Rate as hereinafter provided,
provided that the outcome of any such arbitration proceeding shall not affect
or give either party any ability to negate or render void the continuing
validity and enforceability of Tenant’s election to extend the Term of the
Lease (or to expand the Premises, as the case may be).  If Tenant elects to arbitrate, or has been
deemed to have elected to arbitrate, the determination of 


 


37





















 


the Prevailing Market Rental Rate, Landlord
and Tenant will each select an arbitrator who shall be disinterested and shall
be a person that has been actively engaged in the development or leasing of
first-class office buildings in Lake County, Illinois, area for a period of not
less than ten (10) years immediately preceding his or her appointment with
experience in negotiating leases or renewals for tenants of a size of at least
100,000 rentable square feet.  Landlord
and Tenant shall each simultaneously submit to the arbitrators a determination
of the proposed Prevailing Market Rental Rate. 
The arbitrators shall be directed as promptly as possible to select from
the two determinations submitted by Landlord and Tenant the one that is closer
to the Prevailing Market Rental Rate as determined by the arbitrators, and such
selection shall thereafter be deemed the Prevailing Market Rental Rate for the
applicable extension term (or for the applicable term with respect to any ROFO
Space or Expansion Space, as the case may be, as provided in Section 31
and Section 32 below).  If the two
arbitrators so appointed fail to agree as to which of the determinations
submitted by Landlord and Tenant is closest to the actual Prevailing Market
Rental Rate, the two arbitrators shall appoint a third arbitrator, using the
criteria described above, to decide upon which of the two determinations
submitted is closest to the actual Prevailing Market Rental Rate.  In the event the two arbitrators are not able
to so agree upon a third arbitrator, the third arbitrator shall be appointed by
the American Arbitration Association, using the criteria described above.  The cost of the foregoing arbitration process
shall be shared equally by the parties hereto and, in addition, each party
shall bear its own costs and expenses, including attorney’s fees in connection
with such arbitration.  


 


31.                               RIGHT OF FIRST OFFER.   Subject and
subordinate to any rights heretofore granted or afforded by Landlord to any
other tenants in the Building (which Landlord represents and warrants are set
forth in Appendix G attached hereto), in the event any space in the Building
(the “ROFO Space”) becomes available for leasing by third parties,
Tenant shall have and is hereby granted the right to add the ROFO Space to the
Premises demised hereunder at the then Prevailing Market Rental Rate for the
balance of the then-remaining Term of this Lease.  Landlord agrees that, subject to the renewal
rights of Friedman Corporation set forth on Appendix G, such ROFO Space will
include without limitation a portion of the fourth (4th) floor (south)
comprising approximately 17,000 rentable square feet heretofore leased to
Friedman Corporation.  Landlord shall
notify (the “Offer Notice”) Tenant in writing of the availability of the
ROFO Space, Landlord’s determination of the Prevailing Market Rental Rate, and
the other terms upon which Landlord is prepared to offer the ROFO Space to a
third party in good faith.  Tenant shall
have twenty (20) calendar days from receipt of such notice from Landlord within
which to notify Landlord in writing (“Tenant’s ROFO Acceptance Notice”) of
Tenant’s binding acceptance of such offer to add the ROFO Space to the Premises
on the terms and conditions set forth in Landlord’s notice to Tenant (provided
that Tenant shall have the right to arbitrate the determination of the
Prevailing Market Rental Rate pursuant to the same procedures as set forth in Section 30.B(iii) above
if Tenant so notifies Landlord in Tenant’s ROFO Acceptance Notice).  In the event Tenant does not so notify Landlord
in writing of its acceptance of such offer within such twenty calendar day
period (subject to any later arbitration of Prevailing Market Rent if Tenant
elects such arbitration in Tenant’s ROFO Acceptance Notice) or thereafter
promptly enter into a lease amendment which adds the ROFO Space to the
Premises, Landlord may thereafter lease such space to any other third party and
Tenant shall have no further right or interest in the 


 


38





















 


ROFO Space during the term of such third party lease (as such term may
be extended, whether by option to extend or otherwise); except, however, that
if Landlord, within ninety (90) days after the date of the Offer Notice, does
not enter into a lease of such portion of the ROFO Space, then Tenant’s rights
under this Section to lease such portion of the ROFO Space shall not
terminate but shall continue in full force and effect.  Notwithstanding the foregoing, Landlord shall
not enter into a lease of any such portion of the ROFO Space without again
giving the notice referred to above if the net present value as of the proposed
commencement date of such lease expressed as a single dollar figure, discounted
using a rate of ten percent (10%) per annum, of all rent of whatever nature or
however denominated for the term of such lease, less the net present value of
any rent concessions, construction allowances, tenant improvement work and
other relevant economic concessions, discounted at the same rate, is less than
ninety-two percent (92%) of the comparable amount determined by using the
economic terms set forth in the Offer Notice (as adjusted on a proportional
basis to reflect any differences in the size or space or length of the
term).  Tenant agrees to accept the ROFO
Space so offered to Tenant in an “as is” condition as existing on the date such
space is to be added to the Premises, subject to any allowance that may be
included in the rent to be paid by Tenant for such space.


 


It shall be conditions of Tenant’s right to
exercise an option to add the ROFO Space under this Section 31 that (i) there
remains as of the effective date of such option at least five (5) years on
the Term of this Lease, exclusive of any renewal options (unless such renewal
option or options have theretofore been exercised) and (ii) Tenant is not
in default beyond any applicable notice and cure period under any of the terms,
covenants or conditions of this Lease at the time Tenant notifies Landlord of
the exercise of such option to add the ROFO Space to the Premises or upon the
effective date of such option.  The
foregoing right of first offer is personal to United Stationers Supply Co. and
any Affiliate (as defined in Section 17.G. above) and may not be exercised
by or for the benefit of any other party.


 


Landlord agrees that in connection with any
future leasing of any space in the Building not theretofore leased by Tenant,
including, without limitation, all space now being leased by Landlord and those
of the tenants being relocated by Landlord, Landlord shall limit the term of
all such future leases in the Building to no more than five (5) years (or,
if any such term is longer than five (5) years, such lease shall provide
Landlord with an option to terminate such lease on the last day of the sixtieth
(60th) full calendar month of the term of such lease), unless Tenant has, in
response to the specific inquiry of Landlord with respect to a then pending
lease transaction, otherwise agreed in writing to a longer term for such
lease.  Landlord agrees that the
foregoing ROFO option set forth in this Section 31 shall be available to
Tenant with respect to the space covered by any such future lease effective on
the last day of the initial term of any such lease, and any extension options
set forth in such future leases shall be subject and subordinate to Tenant’s
ROFO option as provided in this Section 31.  Landlord further agrees that the foregoing
ROFO option set forth in this Section 31 shall be available to Tenant with
respect to the space covered by any future lease containing such termination
option in favor of Landlord as of the effective termination date of any such
termination option retained by Landlord in any such lease.


 


32.                               EXPANSION OPTION.    In addition to the foregoing ROFO
option set forth in Section 31 above, Tenant shall have the right at any
time during the Term of this Lease to notify Landlord in writing of Tenant’s
desire for additional space up to 50,000 rentable square feet in the 


 


39





















 


aggregate in size, and upon receipt of Tenant’s written notice from
time to time (“Tenant’s Notice”), Landlord agrees to use its best
efforts to identify and cause to be made available to Tenant any space in the
Building or in the buildings located at Four Parkway North or Nine Parkway
North or Ten Parkway North in the Office Park, so long as Landlord is at such
time an owner or a partner, member or other participant in the joint venture
owning any such other building.  Any such
space (“Expansion Space”) made available by Landlord to Tenant in response to
Tenant’s Notice shall be at the Prevailing Market Rental Rate as defined in Section
30 above, and is subject to arbitration as set forth herein if Landlord is then
the sole owner or controlling partner or member of such owner (otherwise such
rent will be as negotiated between Tenant and the owner of such other building
in the Office Park) and Tenant’s expansion option is subject to the rights of
all then existing leases in any such building at the time of delivery of Tenant’s
Notice.


 


It shall be conditions of Tenant’s right to
exercise the foregoing expansion option that (i) there remains as of the
effective date of such option at least five (5) years on the Term of this
Lease, exclusive of any renewal options (unless such renewal option or options
have theretofore been exercised) and (ii) Tenant is not in default beyond
any applicable notice and cure period under any of the terms, covenants or
conditions of this Lease at the time Tenant notifies Landlord of the exercise
of such option to add the such expansion space to the Premises or upon the
effective date of such option.  The
foregoing right of first offer is personal to United Stationers Supply Co. and
any Affiliate (as defined in Section 17.G. above) and may not be exercised
by or for the benefit of any other party. 
No later than thirty (30) days after Landlord has identified the
location and terms for the leasing of such additional space, Tenant shall
execute such lease documents as are reasonably required in order to reflect the
leasing of such space by Tenant.


 


33.                               CONTRACTION OPTION.  


 


A.                                   Tenant shall have
the option (the “Contraction Option”) to reduce the size of the Premises
demised under Lease by an amount not to exceed 30,000 rentable square feet in
the aggregate (the “Contraction Space”), effective on October 31,
2012 (the “Contraction Date”), which Contraction Option shall be
exercised by Tenant as follows:


 


(1)                                  Tenant shall give Landlord binding written
notice (the “Contraction Notice”) of Tenant’s election to exercise the
Contraction Option no later than nine (9) months prior to the effective
Contraction Date.  The Contraction Notice
shall specify the total rentable square feet and the approximate location of
that portion of the Premises that will be reduced from the Premises (“Contraction
Premises”) on such date (the final area of such reduction shall be mutually
agreed upon by Landlord and Tenant, and such reduction shall in all events
leave the Contraction Space marketable in Landlord’s reasonable discretion).


 


(2)                                  Tenant
shall pay to Landlord a contraction fee (the “Contraction Fee”) in the
amount of (i) the unamortized portion of the rent abatement, allowances,
all leasing commissions and all legal fees paid by Landlord with respect to the
Contraction Space in connection with entering into this Lease (all of which
costs shall be amortized at a rate of eight percent (8%) per annum), plus (ii) three
(3) months’ of Rent (including Base Rent, Operating Cost Share Rent, Tax
Share Rent, and Additional Rent) with respect to the Contraction Space at the
then-prevailing amount of such Rent payable hereunder on such Contraction Date.


 


40





















 


(3)                                  The
Contraction Fee shall be due and payable one hundred twenty (120) days prior to
the Contraction Date as selected by Tenant, or at the option of Tenant, 25%
concurrently with Tenant’s Contraction Notice and 75% no later than thirty (30)
days prior to the Contraction Date.


 


B.                                     The proposed size,
location and configuration of the Contraction Space shall be determined by
Tenant, but the location and configuration shall be subject to approval by
Landlord, not to be unreasonably withheld, conditioned or delayed.  In the event Tenant timely and properly
exercises the Contraction Option, the Term with respect to the Contraction
Space shall terminate effective as of the Contraction Date, Rent attributable
to the Contraction Space shall cease to accrue as of the Contraction Date and
Tenant’s Proportionate Share shall be reduced accordingly.  Rent for the Contraction Space shall be paid
through and apportioned as of the Contraction Date, and neither Landlord nor
Tenant shall have any rights, estates, liabilities or obligations first
accruing under this Lease after the Contraction Date with respect to the
Contraction Space, except such rights and liabilities which, by the terms of
this Lease, are obligations which survive the expiration of the Lease, and
Tenant shall pay to Landlord, upon demand, any and all reasonable costs and
expenses incurred by Landlord in connection with separating and demising the
Contraction Space from the balance of the Premises, including without
limitation any demising walls, common corridor and other costs attributable to
the floor on which such contraction occurs and incurred as a result of such
contraction.


 


C.                                     Any termination of this Lease or of Tenant’s
right of possession hereunder shall terminate all of Tenant’s rights under this
Section 33.  Tenant’s exercise of
its Contraction Option is further subject to the condition that Tenant is not
in default beyond any applicable notice and cure period under any of the terms,
covenants or conditions of this Lease at the time of the Contraction Notice or
upon the Contraction Date.  Tenant shall
deliver the Contraction Space to Landlord on or before the Contraction Date in
accordance with the terms and conditions of this Lease, the same as if the
Contraction Date were the original Termination Date hereof.  The Contraction Option is personal to United
Stationers Supply Co. and any Affiliate (as defined in Section 17.G.
above) and may not be exercised by or for the benefit of any other party.


 


34.                               OPTION TO PURCHASE PROJECT.  In the event Landlord offers the Project
for sale on a stand-alone basis, separately from other buildings in the Office
Park or other buildings in Landlord’s portfolio of properties (and not as part
of a package with any other building owned by Landlord and not pursuant to a
transfer in connection with a merger of Landlord with another entity), to a
party other than the Parkway North joint venture partner of Landlord or of
another Landlord affiliate owning another property in the Office Park, and
provided that Tenant leases and occupies at least 150,000 rentable square feet
of space at such time, Tenant shall have a right of first offer to purchase the
Project before Landlord offers the Project for sale to other third
parties.  Landlord shall give to Tenant
written notice of the terms of such offer (“Landlord’s Notice”).  Tenant shall have a period of thirty (30) days
from the date of receipt of Landlord’s Notice to execute and deliver to
Landlord an offer to purchase the Project in commercially reasonable form
satisfactory to Landlord and Tenant at the price and including the other terms
and conditions set forth in Landlord’s Notice. 
If Tenant fails, refuses or is otherwise unable to deliver to Landlord
such executed offer to purchase within such thirty (30) day period, Landlord
shall thereafter have the right to sell the Project to any other third party
and Tenant 


 


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shall have no
further rights under this Section 33; except, however, that if Landlord,
within one hundred eighty (180) days after the date of Landlord’s Notice, does
not sell the Project at a purchase price not less than 92% of the purchase
price set forth in Landlord’s Notice, then Tenant’s rights under this Section to
purchase the Project shall not terminate but shall continue in full force and
effect.  The foregoing option is personal
to United Stationers Supply Co. and any Affiliate (as defined in Section 17.G.
above) and may not be exercised by or for the benefit of any other party.


 


35.                               SIGNAGE.  During
the Term of this Lease, so long as Tenant continues to lease and occupy at
least 150,000 rentable square feet of space in the Building, Tenant at its sole
cost and expense shall have the right to place and maintain (a) exclusive
Building mounted signage consisting of a size not exceeding that permitted by
applicable Laws identifying Tenant at the upper floor level on the east and
west exterior walls of the Building, (b) existing (currently “Carr-America”) monument signage
east of the Building and at two (2) locations at the west entrance to the
Building consisting of a size not exceeding that permitted by applicable Laws,
and (c) first floor entrance lobby signage in the main west lobby of the
Building (Landlord agrees that any monument sign located at the south entrance
to the Building shall be a multi-tenant sign listing only other tenants in the
Building, and that there will be no other monument signs at either the westerly
or northerly exterior entrance to the Building).  The location, size, color, design and
illumination of all such signage shall be subject to the prior written approval
of Landlord, which approval shall be exercised in Landlord’s reasonable
discretion.  All such signage shall
comply with all applicable Laws now or hereafter in effect (including, without
limitation, all zoning and building codes of the Village of Deerfield, Illinois).  Landlord’s approval of the signage shall not
impose upon Landlord or its agents or representatives any obligation with
respect to the design of the signage or with respect to the compliance of the
signage with applicable Laws, it being expressly understood that the obligation
with respect to the design of the signage and its compliance with applicable
Laws, is solely that of Tenant.  Tenant
shall pay all costs of installing, maintaining, illuminating, insuring and
removing such signage, and shall pay all costs of repairing any damage to the
Building caused by Tenant’s installation, maintenance, replacement, use or
removal of the signage.  All rights
granted to Tenant under this Section 35 are personal to United Stationers
Supply Co. and any Affiliate (as defined in Section 17.G. above) and may
not be assigned, conveyed or otherwise transferred to any other party.  Landlord shall cooperate with Tenant in
obtaining any necessary approvals of Village of Deerfield officials for all
such signage, provided that Landlord shall not be required to incur (and Tenant
shall be obligated to reimburse Landlord for) any third-party costs in
connection with the Village approval process. 
Upon the expiration or earlier termination of this Lease or Tenant’s
right to maintain such signage, Tenant shall promptly upon Landlord’s written
request remove all such signage and fully repair and restore the space where
such signage was located to the same or better condition that existed prior to
Tenant’s installation of such signage, ordinary wear and tear and damage from
fire or other casualty not the fault of Tenant excepted.  If Tenant does not so remove such signage or
repair and restore the space where such signage was located within thirty (30)
days following Landlord’s written request, Tenant hereby authorizes Landlord to
so remove and dispose of such signage, and to make any and all repairs and
restoration necessitated by such removal, and Tenant shall pay Landlord’s
charges for doing so within ten (10) days following Landlord’s invoice
therefor.  Tenant shall also have the
right to list itself and its subsidiaries and its key officers in the Building
directory located in the westerly lobby of the Building.


 


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36.                               PARKING.  
During the Term of this Lease (including any Extended Term),
Landlord shall provide Tenant with one (1) reserved parking space in the
underground garage in the Building per 7,000 rentable square feet of area
contained in the Premises (such ratio is subject to adjustment in the event
Tenant converts any existing parking spaces to storage spaces pursuant to Section 37
below) at an initial cost as of November 1, 2005 of $90.00 per month per
stall (which rate is subject to an annual 3% increase thereafter during the
Term of this Lease), provided however that so long as Tenant is not in default
hereunder (after expiration of all applicable notice and cure periods) Landlord
shall make fifteen (15) of such parking spaces available to Tenant with no
charge during the period ending October 31, 2010; if Tenant does not elect
by July 1, 2006 to use all such spaces, such spaces shall thereafter be
subject to availability from time to time. 
In addition, Landlord shall provide, at no charge to Tenant, twelve (12)
designated reserved visitor parking spaces proximate to the western entrance of
the Building as mutually agreed upon by Landlord and Tenant, which reserved
visitor parking spaces shall be provided on an exclusive basis for the use in
common by guests, visitors and invitees of Tenant and other tenants and
occupants of the Building.  If because of
any construction, remodeling or repairs to the parking garage, any damage
thereto or destruction thereof by casualty, or any other cause beyond Landlord’s
reasonable control, Landlord is temporarily unable to provide any or all of the
parking spaces to Tenant at any time, such fact shall not constitute a default
by Landlord under this Lease or permit Tenant to terminate this Lease, either
in whole or in part, or reduce in any way Tenant’s obligation to pay Rent under
this Lease; however, Tenant shall not be obligated to pay for the spaces during
such period of unavailability.  Landlord
further agrees that Tenant shall have the right to request that Landlord
construct additional surface parking serving the Building (so long as Tenant at
the time of such request has a net worth substantially comparable to that of
Tenant as of the date of this Lease), and the commercially reasonable costs
incurred by Landlord based on competitive bidding in providing such additional
parking shall be amortized at a rate of three (3) percentage points above
the rate then most recently announced by Bank One or its successor as its
corporate base lending rate, from time to time in effect at its office in Chicago,
Illinois over the then remaining Term of this Lease (or, at Tenant’s election
and without regard to whether or not Tenant satisfies the foregoing net worth
requirement, shall be reimbursed by Tenant at the time such costs are incurred
by Landlord). Notwithstanding the foregoing, if at the time of Tenant’s request
for construction of such additional parking spaces the aggregate number of
parking spaces used by other tenants (not including Tenant or any subtenants of
Tenant) of the Building exceeds the total number of parking spaces available
for use by other tenants of the Building at a ratio of four parking spaces for
each 1,000 rentable square feet of space leased or available for lease to such
tenants (not including Tenant or any subtenants of Tenant) (such excess is
hereinafter referred to as “Excess Parking Spaces”), Landlord agrees that it
shall be responsible for the costs of construction of a portion of the
additional parking spaces requested by Tenant to be constructed equal in number
to the Excess Parking Spaces. All rights granted to Tenant under this Section are
strictly personal to United Stationers Supply Co. and any Affiliate (as defined
in Section 17.G. above) and may not be assigned, conveyed or otherwise
transferred to any other party, except pursuant to a transfer approved by
Landlord.


 


37.                               STORAGE SPACE.  Landlord shall, commencing on March 1,
2006, and continuing for the balance of the Term, make available for Tenant’s
use and for lease by Tenant up to approximately 3,000 rentable square feet of
storage space (“Storage Space”) at 


 


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the lower level of the Building as determined by Landlord and approved
by Tenant.  Tenant shall have the right,
upon at least thirty (30) days advance notice to Landlord delivered to Landlord
no later than November 1, 2005 (“Tenant’s Storage Space Election Notice”),  and thereafter subject to availability, to
lease such storage space (or any portion thereof).  Such storage space shall be in one contiguous
block (if available, or otherwise configured in a manner reasonably acceptable
to Tenant), secure (i.e., having a lockable entrance), sprinkled and lighted in
accordance with all Laws and located in a portion of the lower level of the
Building designated by Landlord with reasonable access to and from the Building
freight elevators and loading docks. 
Tenant acknowledges that any such space shall be created in the parking
garage of the Building, and Tenant agrees that it shall be responsible for
payment of all costs incurred by Landlord in creating such storage space.  Tenant shall use such storage space for
purposes of storing files, records, furniture, equipment, supplies, attic stock
and materials of the type customarily used by office building tenants, and for
no other purposes.  Tenant shall pay Rent
for such storage space at the gross rental rate (i.e., there shall be no
Operating Cost Share Rent or Tax Share Rent separately payable for any such
storage space) of $12.00 per square foot of rentable area thereof if leased
during the first Lease Year of the Term, subject to $0.40 per rentable square
foot annual increases during the Term. 
Tenant’s use of such storage space shall be subject to such reasonable rules and
regulations as Landlord from time to time may promulgate on a
non-discriminatory basis.  


 


38.                               ROOF RIGHTS.  Tenant shall have the right, at no additional
rent payable by Tenant, to install (and thereafter to operate, use, maintain
and repair) one satellite dish or antenna (“Rooftop Equipment”) on the
roof of the Building, as well as use riser space through the Building for
purposes of enabling Tenant to connect any such Rooftop Equipment to the
Premises; provided, however, (i) Tenant must obtain all necessary permits
and approvals from governmental and private authorities, (ii) the Rooftop
Equipment may not, in Landlord’s reasonable discretion, adversely affect the
aesthetics or architectural harmony of the Project, (iii) the Rooftop
Equipment may not impair the structural integrity of the roof of the Building, (iv) Tenant shall comply with all of the
provisions of Section 5 above in connection with the installation of the
Rooftop Equipment, (v) any installation which requires the
penetration of the roof over the Premises, or any roof repairs or additional
maintenance costs necessitated by Tenant’s installation of the Rooftop
Equipment, must be performed by a contractor approved by Landlord, at Tenant’s
sole cost and expense (any use by Tenant of any Rooftop Equipment will not
cause any interference with the ability of any prior user of equipment on the
roof of the Building to operate its equipment), and (vi) Tenant’s
installation or use of the Rooftop Equipment shall not adversely affect any
provisions of Landlord’s roof warranty. 
Tenant acknowledges that Landlord may use or grant similar rights to
other tenants of the Building, if any, or third parties; provided that any such
use shall not unreasonably interfere with Tenant’s rights granted in this Section 38.  Tenant agrees that access to the roof shall
be controlled by Landlord, and Tenant shall coordinate any activity on the roof
of the Building with prior written notice to and the involvement of Building
personnel. 


 


39.                               BACK-UP GENERATOR.   So long as Tenant
complies at all times with the requirements relating to Alteration Work set
forth in Article 5 above and pays to Landlord on account thereof any
increases in the cost of insurance maintained by Landlord for the Building,
Landlord hereby grants to Tenant an easement over such portions of the Project
and Building as are reasonably necessary for Tenant at its sole cost and
expense (i) to install, remove, repair, operate, secure, service, test and
maintain a supplemental generator of a size specified by Tenant and reasonably
approved by Landlord and reasonably capable of satisfying Tenant’s electrical 


 


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requirements at a location in the Building as specified by Landlord
(the “Generator Space”) and (ii) to run conduits, wires and other
like items with an opening not exceeding 36 square inches to and from such
generator.  Tenant shall have the right
to use, operate, maintain, remove, repair, secure and test such generator at
mutually agreed upon times, and at intervals determined by Tenant in its reasonable
discretion (subject to the terms of this Lease).  Tenant acknowledges that Tenant shall be
solely responsible for the use, operation and maintenance and securing of such
generator, and that Landlord shall have absolutely no liability in connection
therewith.   The foregoing rights shall
expire on the expiration or earlier termination of this Lease or Tenant’s right
to possession hereunder.


 


 [SIGNATURE PAGE TO FOLLOW]


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Lease.


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARR PARKWAY
  NORTH I, LLC, a Delaware

  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CarrAmerica
  Realty Operating Partnership,

  L.P., a Delaware limited partnership, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  CarrAmerica Realty
  Corporation, a

  Maryland corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Print Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNITED
  STATIONERS SUPPLY CO., an Illinois

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Print Title:

  	
   

  	
   

  
												



 


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APPENDIX A


 


PLANS OF INITIAL PREMISES


 





 


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APPENDIX A-1


 


PLAN OF ADDITIONAL
PREMISES


 


(pursuant to Section I.B. of the Lease)


 


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APPENDIX B


 


RULES AND REGULATIONS


 


1.                                       Tenant
shall not place anything, or allow anything to be placed near the glass of any
window, door, partition or wall which may, in Landlord’s reasonable judgment,
appear unsightly from outside of the Premises.


 


2.                                       The
Project directory in the west lobby of the Building shall be available to
Tenant solely to display individual and department names and their location in
the Project, which display shall be as reasonably directed by Landlord.


 


3.                                       The
sidewalks, halls, passages, exits, entrances, elevators and stairways shall not
be obstructed by Tenant or used by Tenant for any purposes other than for
ingress to and egress from the Premises. 
Tenant shall lend its full cooperation to keep such areas free from all
obstruction and in a clean and sightly condition and shall move all supplies,
furniture and equipment as soon as received directly to the Premises and move
all such items and waste being taken from the Premises (other than waste
customarily removed by employees of the Building) directly to the shipping
platform at or about the time arranged for removal therefrom.  The halls, passages, exits, entrances,
elevators, stairways, balconies and roof are not for the use of the general
public and Landlord shall, in all cases, retain the right to control and
prevent access thereto by all persons whose presence in the judgment of
Landlord, reasonably exercised, shall be prejudicial to the safety, character,
reputation and interests of the Project. 
Neither Tenant nor any employee or invitee of Tenant shall go upon the
roof of the Project.


 


4.                                       The
toilet rooms, urinals, wash bowls and other apparatuses shall not be used for
any purposes other than that for which they were constructed, and no foreign
substance of any kind whatsoever shall be thrown therein, and to the extent
caused by Tenant or its employees or invitees, the expense of any breakage,
stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.


 


5.                                       Tenant
shall not cause any unnecessary janitorial labor or services by reason of
Tenant’s carelessness or indifference in the preservation of good order and
cleanliness.


 


6.                                       Tenant
shall not install or operate any refrigerating, heating or air conditioning
apparatus, or carry on any mechanical business without the prior written
consent of Landlord; use the Premises for housing, lodging or sleeping
purposes; or permit preparation of food in the Premises (warming of coffee and
individual meals with employees and guests excepted).  Tenant shall not occupy or use the Premises
or permit the Premises to be occupied or used for any purpose, act or thing
which is in violation of any Governmental Requirement or which may be dangerous
to persons or property.


 


7.                                       Tenant
shall not bring upon, use or keep in the Premises or the Project any kerosene,
gasoline or inflammable or combustible fluid or material, or any other articles
deemed hazardous to persons or property, or use any method of heating or air
conditioning other than that supplied by Landlord.


 


1





















 


8.                                       Landlord
shall have sole power to direct electricians as to where and how telephone and
other wires are to be introduced.  No
boring or cutting for wires is to be allowed without the consent of Landlord.,
not to be unreasonably withheld, conditioned or delayed.


 


9.                                       No
additional locks shall be placed upon any doors, windows or transoms in or to
the Premises.  Tenant shall not change
existing locks or the mechanism thereof. 
Upon termination of the lease, Tenant shall deliver to Landlord all keys
and passes for offices, rooms, parking lot and toilet rooms which shall have
been furnished Tenant.


 


10.                                 Tenant
shall not install linoleum, tile, carpet or other floor covering so that the
same shall be affixed to the floor of the Premises in any manner except as
reasonably approved by Landlord.


 


11.                                 No
furniture, packages, supplies, equipment or merchandise will be received in the
Project or carried up or down in the freight elevator, except between such
hours and in such freight elevator as shall be reasonably designated by
Landlord.  Tenant shall not take or
permit to be taken in or out of other entrances of the Building, or take or
permit on other elevators, any item normally taken in or out through the
trucking concourse or service doors or in or on freight elevators.


 


12.                                 Tenant
shall cause all doors to the Premises to be closed and securely locked at the
end of the day.


 


13.                                 Without
the prior written consent of Landlord, not to be unreasonably withheld,
conditioned or delayed, Tenant shall not use the name of the Project or any
picture of the Project in connection with, or in promoting or advertising the
business of, Tenant, except Tenant may use the address of the Project as the
address of its business.


 


14.                                 Tenant
shall cooperate fully with Landlord to assure the effective operation of the
Premises’ or the Project’s heating and air conditioning, and shall refrain from
attempting to adjust any controls, other than room thermostats installed for
Tenant’s use.  Tenant shall keep corridor
doors closed.


 


15.                                 Tenant
assumes full responsibility for protecting the Premises from theft, robbery and
pilferage, which may arise from a cause other than Landlord’s negligence, which
includes keeping doors locked and other means of entry to the Premises closed
and secured.


 


16.                                 Peddlers,
solicitors and beggars shall be reported to the office of the Project or as
Landlord otherwise requests.


 


17.                                 Tenant
shall not advertise the business, profession or activities of Tenant conducted
in the Project in any manner which violates the letter or spirit of any code of
ethics adopted by any recognized association or organization pertaining to such
business, profession or activities.


 


18.                                 No
bicycle or other vehicle and no animals or pets shall be allowed in the
Premises, halls, freight docks, or any other parts of the Building except that
blind persons may be 


 


2





















 


accompanied
by “seeing eye” dogs.  Tenant shall not
make or permit any noise, vibration or odor to emanate from the Premises, or do
anything therein creating a nuisance.


 


19.                                 Tenant
acknowledges that Building security problems may occur which may require the
employment of extreme security measures in the day-to-day operation of the
Project.


 


Accordingly:


 


(a)                                  Landlord
may, at any time, or from time to time, or for regularly scheduled time
periods, as deemed advisable by Landlord and/or its agents, in their sole
discretion, require that persons entering or leaving the Project or the
Property identify themselves to watchmen or other employees designated by
Landlord, by registration, identification or otherwise.


 


(b)                                 Tenant
agrees that it and its employees will cooperate fully with Project employees in
the implementation of any and all security procedures.


 


(c)                                  Such
security measures shall be the sole responsibility of Landlord, and Tenant
shall have no liability for any action taken by Landlord in connection
therewith, it being understood that Landlord is not required to provide any
security procedures and shall have no liability for such security procedures or
the lack thereof.


 


20.                                 Tenant
shall not do or permit the manufacture, sale, purchase, use or gift of any
fermented, intoxicating or alcoholic beverages without obtaining written
consent of Landlord.


 


21.                                 Tenant
shall not disturb the quiet enjoyment of any other tenant.


 


22.                                 Tenant
shall not provide any janitorial services or cleaning by third parties without
Landlord’s written consent and then only subject to supervision of Landlord and
at Tenant’s sole responsibility and by janitor or cleaning contractor or
employees at all times reasonably satisfactory to Landlord.


 


23.                                 Landlord
may retain a pass key to the Premises and be allowed admittance thereto at all
times to enable its representatives to examine the Premises from time to time
and to exhibit the same and Landlord may place and keep on the windows and
doors of the Premises at any time signs advertising the Premises for Rent.


 


24.                                 No
equipment, mechanical ventilators, awnings, special shades or other forms of
window covering shall be permitted either inside or outside the windows of the
Premises without the prior written consent of Landlord, and then only at the
expense and risk of Tenant, and they shall be of such shape, color, material,
quality, design and make as may be approved by Landlord.


 


25.                                 Tenant
shall not during the term of this Lease canvas or solicit other tenants of the
Building for any purpose.


 


26.                                 Tenant
shall promptly remove all rubbish and waste from the Premises.


 


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27.                                 Tenant
shall not exhibit, sell or offer for sale, Rent or exchange in the Premises or
at the Project any article, thing or service, except those ordinarily embraced
within the use of the Premises specified in Section 6 of this Lease,
without the prior written consent of Landlord.


 


28.                                 Tenant
shall not overload any floors in the Premises or any public corridors or
elevators in the Building.


 


29.                                 Tenant
shall not deface any part of the Premises or the Building, outside or inside.


 


30.                                 Tenant
and its employees shall cooperate in all fire drills conducted by Landlord in
the Building.


 


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APPENDIX C


 


TENANT IMPROVEMENT
AGREEMENT


 


This Appendix is a “Tenant Improvement
Agreement” to the foregoing document captioned Lease (referred to herein
for convenience as the “Lease”) between CARR PARKWAY NORTH I, LLC, LLC,
a Delaware limited liability company (“Landlord”), and UNITED STATIONERS
SUPPLY CO., an Illinois corporation (“Tenant”) relating to portions of
the first (1st), second (2nd), third (3rd),
fourth (4th) and fifth (5th) floors (referred to herein
for convenience as the “Premises”) in the building known as One Parkway
North Center located at One Parkway North Boulevard, Deerfield, Illinois (the “Building”).


 


I.                                         Landlord’s Work and Tenant’s Work.   


 


a.                                       Landlord’s
Work.


 


Landlord shall at its sole cost and expense
prior to October 1, 2005 demolish the ceiling grid, lighting and remaining
walls (if any) located throughout the Premises, and otherwise satisfy the Base
Building Conditions set forth in Appendix J, except for any such work in the
spaces currently occupied as of the date of the Lease by Right Management
Consultants, Inc. and Garcel, Inc. (Landlord agrees to perform such
work in the latter two spaces promptly after Landlord has relocated both such
tenants to the southerly portion of the Building or to another location outside
of the Building in the Office Park and in any event, subject to any delays
caused by Tenant, on or before one hundred twenty (120) days following
execution of this Lease by Landlord and Tenant. 



 


b.                                      Tenant’s Work.  Tenant desires to perform certain
improvements to the Premises (the “Tenant’s Work,” as further described
below).  Such Tenant’s Work shall be
planned and performed strictly in accordance with the provisions of this
Appendix C and applicable provisions of the Lease. Tenant shall take all
commercially reasonable actions necessary to cause Tenant’s Planners (as
hereinafter defined), to prepare the Approved Plans (as hereinafter defined),
and to cause Tenant’s Contractors, to obtain permits or other approvals,
diligently prosecute Tenant’s Work to completion, and obtain any inspections
and occupancy certificates for Tenant’s occupancy of the Premises.  Any delays in the foregoing shall not serve
to abate or extend the time for the commencement of Rent under the Lease.  Tenant shall notify Landlord upon completion
of Tenant’s Work (and record any notice of completion contemplated by Law).


 


II.                                     Planning.  The term “Plans” herein shall refer to
the “Space Plan” and “Construction Drawings” collectively (as
such terms are further defined in Section IX below).  The term “Approved Plans” shall refer
to the Plans as approved by Landlord in writing in accordance with this
Section.  


 


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Landlord shall deliver to Tenant, at no cost
to Tenant, copies of all existing architectural and mechanical drawings in
Landlord’s possession of the Premises and the Building.


 


a.                                       Tenant’s
Space Planner and Architect.  Tenant
shall engage, at Tenant’s sole cost, an interior office space planner (“Space
Planner”), and a licensed architect (“Architect,” who may be the
same as the Space Planner), each subject to Landlord’s approval, which approval
shall not be unreasonably withheld, conditioned or delayed.  Landlord hereby approves OWP&P as the
Space Planner and OWP&P as the Architect.   
The term “Tenant’s Planners” herein shall refer collectively or
individually, as the context requires, to the Space Planner or Architect, as
appropriate, engaged by Tenant, and approved or designated by Landlord in
writing in accordance with this Appendix C. 
Tenant has sole responsibility to provide all information concerning its
space requirements to Tenant’s Planners, to cause Tenant’s Planners to prepare
the Plans, and to obtain Landlord’s final approval thereof (including all
revisions). Tenant and Tenant’s Planners may review such existing drawings as
Landlord may provide relating to the Premises or Building, but shall not rely
thereon (and shall perform independent verifications of all field conditions,
dimensions and other such matters), and Landlord shall have no liability for
any errors, omissions or other deficiencies therein.  Landlord shall, nonetheless, cooperate in
good faith with Tenant’s Planners, including timely providing information
regarding the Building and its systems to Tenant’s Planners, so as to
facilitate preparation of the Space Plan and Construction Drawings.


 


b.                                      Space Plan.


 


i.                                          Tenant shall
promptly hereafter cause the Space Planner to initially consult with Landlord
to determine the location of all demising walls, and to thereafter submit three
(3) sets of a “Space Plan” (as defined in Section VIII below) to
Landlord for approval.


 


ii.                                       Landlord shall,
within ten (10) Business Days after receipt thereof, either approve such
Space Plan, or disapprove such Space Plan advising Tenant of the reasons for
such disapproval (which reasons shall be specified on the Space Plan).  In the event Landlord disapproves such Space
Plan, Tenant shall modify such Space Plan, taking into account the reasons
given by Landlord for such disapproval, and shall submit three (3) sets of
the revised Space Plan to Landlord within ten (10) Business Days after
receipt of Landlord’s initial disapproval. 
Failure by Landlord to approve or disapprove the Space Plan within the
time limits prescribed herein shall constitute an approval by Landlord.  Landlord shall not unreasonably withhold or
condition its approval.


 


iii.                                    The parties shall
continue such process in the same time frames and in the same manner until
Landlord grants approval.


 


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c.                                       Construction
Drawings.


 


i.                                          No later than
sixty (60) Business Days after receipt of Landlord’s approval of the Space
Plan, Tenant shall cause the Architect to submit to Landlord for approval three
(3) sets of mylar sepia “Construction Drawings” (as defined in Section VIII),
except that Tenant shall cause Environmental Systems Design, Inc. (“ESD”)
(the “Engineer”) to submit to Landlord three sets of that portion of the
Construction Drawings containing the mechanical/electrical/plumbing plans with
respect to Tenant’s Work (Tenant acknowledges that Landlord will engage McGuire
Engineering to review such mechanical/electrical/plumbing plans and Tenant
agrees to promptly reimburse Landlord for all actual costs incurred by Landlord
in connection therewith, provided that Landlord agrees to insure that all costs
charged by McGuire Engineering will be commercially competitive).


 


ii.                                       Landlord shall,
within ten (10) Business Days after receipt thereof, either approve the
Construction Drawings or disapprove the same advising Tenant of the reasons for
disapproval (which reasons shall be specified in writing).  If Landlord disapproves of the Construction
Drawings, Tenant shall modify and submit three (3) sets of revised mylar
sepia Construction Drawings taking into account the reasons given by Landlord
for disapproval, within ten (10) Business Days after receipt of Landlord’s
initial disapproval.  Failure by Landlord
to approve or disapprove the Construction Drawings within the time limits
prescribed herein shall constitute an approval by Landlord.  Landlord shall not unreasonably withhold or
condition its approval.


 


iii.                                    The parties shall
continue such process in the same time frames and in the same manner until
Landlord grants approval.


 


d.                                      Landlord’s
Approval.  Landlord
shall not disapprove of any Space Plans or Construction Drawings submitted
hereunder, if they provide for a customary office layout, with finishes and
materials generally conforming to building standard finishes and materials
currently being used by Landlord at the Building, are compatible with the
Building’s shell and core construction, and if no material and adverse
modifications will be required for the Building electrical, heating, air-conditioning,
ventilation, plumbing, fire protection, life safety, or other systems or
equipment, and will not require any material and adverse structural
modifications to the Building, whether required by heavy loads or otherwise,
and will not create any dangerous conditions, violate any codes or other
governmental requirements, interfere with any other occupant’s use of its
premises, or increase the cost of operating the Building (unless Tenant agrees
to pay the cost of the increase). 
Construction Drawings approved by Landlord in writing (including approved
revisions) are referred to herein as the “Approved Plans.”  The signature of an authorized officer or
employee shall be deemed presumptive evidence of the approval indicated by such
signature.


 


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e.                                       Governmental
Approval of Plans; Building Permits.  Tenant shall cause Tenant’s Contractors (as
defined in Section III.a) to apply for any building permits, inspections
and occupancy certificates required for or in connection with Tenant’s
Work.  If the Plans must be revised in
order to obtain such building permits, Tenant shall promptly notify Landlord,
promptly arrange for the Plans to be revised to satisfy the building permit
requirements, and shall submit the revised Plans to Landlord for approval as a
Change Order under Section II.f. 
Landlord shall have no obligation to apply for any zoning, parking or
sign code amendments, approvals, permits or variances, or any other
governmental approval, permit or action (and Tenant shall pay all third party
costs incurred by Landlord in connection with any such approval process);
provided, however, Landlord shall cooperate with Tenant in such process.  If any such other matters are required,
Tenant shall promptly seek to satisfy such requirements (if Landlord first approves
in writing, which approval shall not be unreasonably withheld, conditioned or
delayed), or shall revise the Plans to eliminate such requirements and submit
such revised Plans to Landlord for approval in the manner described above.  Delays in Substantially Completing Tenant’s
Work by the Commencement Date as a result of requirements for building permits
or other governmental approvals, permits or actions shall not affect such
Commencement Date and commencement of Rent.


 


f.                                         Changes
After Plans Are Approved.  If Tenant shall desire, or any
governmental body shall require, any changes, alterations, or additions to the
Approved Plans, Tenant shall submit a detailed written request or revised Plans
(the “Change Order”) to Landlord for approval. If reasonable and
practicable and generally consistent with the Plans theretofore approved,
Landlord shall not unreasonably withhold, condition or delay approval, and in
any event Landlord shall not withhold approval to any changes to the Approved
Plan required by any governmental body. 
The provisions of Section IIb shall govern and control such
approval.  All costs in connection
therewith, including, without limitation, construction costs, permit fees, and
any additional plans, drawings and engineering reports or other studies or
tests, or revisions of such existing items, shall be included in the Cost of
Tenant’s Work under Section IV.  No
delays resulting from any Change Orders or requests therefor shall delay any
Commencement Date or commencement of Rent. 
Landlord shall cooperate fully with Tenant, Tenant’s Architect and
construction consultants in providing any information deemed necessary by
Tenant for the planning, pricing and completion of Tenant’s Work.  Tenant shall pay Landlord all out-of-pocket
costs and expenses incurred by Landlord in connection with Landlord’s review or
approval of the Plans, but Tenant shall not be required to pay to Landlord any
fee for any supervision, review or coordination with respect to Tenant’s Work.


 


III.                                 Contractors,
Bids and Contracts.  


 


a.                                       Contractors.  Tenant shall engage to perform Tenant’s Work,
contractors, subcontractors and suppliers (“Tenant’s Contractors”) which
are licensed, bonded, reputable and qualified parties capable of performing
quality workmanship who have good labor relations and will be able to work in
harmony with each other and Landlord and other occupants of the Building 


 


4





















 


so as to ensure proper maintenance of good labor relationships, and in
compliance with all applicable labor agreements existing between trade unions
and the relevant chapter of the Association of General Contractors of
America.  Tenant shall engage contractors
and subcontractors only with Landlord’s prior written approval, which approval
shall not be unreasonably withheld, conditioned or delayed.  Such approval shall be granted, granted
subject to specified conditions, or denied within five (5) Business Days
after Landlord receives from Tenant a written request for such approval,
containing a reasonable description of the proposed party’s background,
finances, references, qualifications, and other such information as Landlord
may reasonably request.  Tenant further
agrees that it shall engage the locksmith company currently serving the Building
in connection with the installation of all locks serving the Premises, provided
such services are at competitive rates.


 


b.                                      Contracts and
Guaranties.  Landlord and Tenant
acknowledge and agree that, commencing on the day following completion by Landlord
of Landlord’s Work therein, Tenant shall have the right to use and occupy the
Premises (and other areas which Tenant has the right to use hereunder) for
purposes of planning and performing Tenant’s Work, notwithstanding the fact
that the Commencement Date with respect thereto has not yet occurred.  Any such use and occupancy of any portion of
the Premises by Tenant (and/or any access or entry to any portion of the
Premises by Tenant) prior to the Commencement Date shall be subject to each and
all of the terms and provisions of the Lease, except that Tenant shall have no
obligation to pay any Rent or other amounts with respect to any such use or
occupancy prior to the Commencement Date. 



 


During the planning and performance of Tenant’s
Work by Tenant and its Contractors, Tenant and Landlord shall coordinate and
cooperate with each other in order to allow Landlord to promptly and diligently
complete Landlord’s Work, and Landlord shall take reasonable efforts which are
necessary in order to complete Landlord’s Work without causing delay in or
additional expenses to be incurred by Tenant in the performance of Tenant’s
Work.  Landlord shall provide all
services described in the Lease (including Section 4 thereof), subject to
all applicable Building Rules, necessary for the planning and performance of
Tenant’s Work, including:  


 


(i)                                     Electrical power
sufficient for the performance of Tenant’s Work;


 


(ii)                                  Tempered HVAC service
sufficient for comfortable performance of Tenant’s Work;


 


(iii)                               Freight and passenger elevator
service to and from the Premises and the other portions of the Building which
Tenant has the right to use and occupy under the Lease;


 


(iv)                              Use of all the loading
docks of the Building;


 


(v)                                 Water service to the
Premises sufficient to perform Tenant’s Work; and


 


5





















 


(vi)                              Life safety and emergency
services as provided in the Lease.


 


All of the foregoing services shall be provided by Landlord to Tenant
at no cost to Tenant.


 


IV.                                Cost
of Tenant’s Work and Allowance.  


 


a.                                       Cost of
Tenant’s Work.   Except for the
Allowance (as hereinafter defined) to be provided by Landlord hereunder, Tenant
shall pay all costs (the “Costs of Tenant’s Work”) associated with
Tenant’s Work whatsoever, including without limitation, all costs for or
related to: (1) the so-called “hard costs” of Tenant’s Work, including,
without limitation, costs of labor, hardware, equipment and materials,
contractors’ charges for overhead and fees, and so-called “general conditions”
(including rubbish removal, utilities, freight elevators, hoisting, field
supervision, building permits, occupancy certificates, inspection fees, utility
connections, bonds, insurance, sales taxes, telephone and computer equipment,
cabling and installation and the like), (2) the so-called “soft costs”
including, without limitation, consulting, project management consulting,
architectural and engineering fees, Plans and all revisions thereto, and
engineering or consultants reports, or other studies, reports or tests, air
balancing or related work in connection therewith and moving costs, and (3) furniture,
fixtures and equipment (“FF&E”). 
“Tenant’s Work” herein means: (i) the improvements and items
of work shown on the final Approved Plans (including changes thereto), and (ii) other
than Landlord’s Work, any preparation or other work required in connection
therewith, including without limitation, structural or mechanical work,
additional HVAC equipment or sprinkler heads, or modifications to any building
mechanical, electrical, plumbing or other systems and equipment or relocation
of any existing sprinkler heads, either within or outside the Premises required
as a result of the layout, design, or construction of Tenant’s Work or in order
to extend any mechanical distribution, fire protection or other systems from
existing points of distribution or connection, or in order to obtain building
permits for the work to be performed within the Premises.


 


b.                                      Allowances.  Landlord shall provide a construction
allowance (“Construction Allowance”) of $35.00 per square foot of
rentable area of the Premises towards the Cost of Tenant’s Work.  In addition to the Construction Allowance to
be used for the purposes described above, Landlord has heretofore provided an
architectural allowance (“Drawings Allowance”) of $0.10 per square foot
of rentable area of the Premises towards the costs of the Space Plans and
Construction Drawings up to a maximum of $19,000.00, and Landlord will provide
an additional allowance (the “Moving Allowance”) of $1.00 per square
foot of rentable area of the Premises to reimburse Tenant for expenses incurred
by Tenant and directly related to Tenant’s initial move into the Premises The
Construction Allowance, the Drawings Allowance, and the Moving Allowance
constitute the total allowance (“Allowance”).  The Allowance shall not be used for any other
purpose, such as, but not limited to, furniture, trade fixtures, or personal
property, except as expressly set forth above. 



 


6





















 


c.                                       Additional
Tenant Improvement Advance.  In
connection with the costs incurred by Tenant for Tenant’s Work to be performed
pursuant to this Tenant Improvement Agreement, Landlord hereby further agrees
to advance to Tenant upon request of Tenant to Landlord no later than July 1,
2006 an additional allowance of $10.00 per square foot of rentable area of the
Premises (the “Additional Tenant Improvement Advance”), subject to the
following:


 


(i)                                           Tenant
shall repay to Landlord the Additional Tenant Improvement Advance in full in
one hundred twenty-four (124) equal monthly installments commencing on July 1,
2006.


 


(ii)                                        The
Additional Tenant Improvement Advance shall bear interest at the rate of eight
percent (8%) per annum, and such interest shall be payable by Tenant to
Landlord together with the payments required in the preceding subparagraph (i).


 


Landlord and Tenant agree that, upon
determination of the actual amount of the Additional Tenant Improvement
Advance, Landlord and Tenant shall execute and deliver a written confirmation
of such amount and the monthly installments thereof.  Tenant shall have the right at any time
during the Term to prepay the Additional Tenant Improvement Advance in whole.  Upon Landlord’s receipt of such payment,
Tenant’s obligation to pay the Additional Tenant Improvement Advance shall be
satisfied.


 


d.                                      Tenant’s
Costs.  Any portion of the Costs of
Tenant’s Work exceeding the Allowance and the Additional Tenant Improvement
Advance is referred to herein as “Tenant’s Costs.”  Tenant shall pay all of Tenant’s Costs
promptly after Landlord has advanced to or on behalf of Tenant all of the
Allowance and the Additional Tenant Improvement Advance.  Tenant’s obligations under the Lease to keep
the Premises and Building free of liens shall apply to any liens arising from
any failure to pay Tenant’s Costs hereunder.


 


e.                                       Funding and
Disbursement.  The General Contractor
under the Construction Contract shall be required to provide to Landlord and
Tenant, no more frequently than once per calendar month with an invoice
prepared by the General Contractor on an AIA payment request form [G702] (“Invoice”)
setting forth the Cost of Tenant’s Work payable since the last such Invoice,
which Invoice shall be accompanied by (a) copies of all invoices from contractor
and subcontractors setting forth all amounts comprising the Cost of Tenant’s
Work for which payment is being requested in the Invoice, (b) receipts
from such contractor and subcontractors acknowledging payment of the Cost of
Tenant’s Work set forth in prior Invoices, and (c) original lien releases
and waivers, in both Landlord’s and Tenant’s favor, from the General Contractor
and all subcontractor’s and materialmen (such releases and waivers shall be
conditional with respect to the Cost of Tenant’s Work set forth in the Invoice
which they are accompanying and unconditional with respect to the Cost of
Tenant’s Work set forth on prior Invoices and subcontractor waivers may be
delivered thirty (30) days in arrears). 
Landlord shall pay the requested Cost of Tenant’s Work to the General
Contractor, within thirty (30) days after receipt of the Invoice.  To the extent 


 


7





















 


Landlord has fully paid to or on behalf of Tenant the Allowance and any
Additional Tenant Improvement Advance, Tenant shall promptly pay to Landlord
(or, at Tenant’s election, directly to the General Contractor) the funds
required to pay such monthly payment request, in order that Landlord may
thereafter pay to the General Contractor the amounts set forth in such payment
request.  Landlord shall pay Tenant the
Allowance and the Additional Tenant Improvement Advance within thirty (30) days
of Tenant’s written request.  


 


V.                                    Performance
of Tenant’s Work.


 


a.                                       Conditions to
Performing Work.  Before commencement
of Tenant’s Work, Tenant shall:


 


i.                                          Obtain
Landlord’s written approval of Tenant’s Planners and the Plans, as described in
Section II.


 


ii.                                       Obtain, provide
copies and post all necessary governmental approvals and permits as described
in Section II.e.


 


iii.                                    Obtain Landlord’s
written approval of Tenant’s Contractors as described in Section III.


 


iv.                                   Provide evidence of
insurance to Landlord as described in Section VI.


 


b.                                      Compliance and
Standards.  Tenant
shall cause Tenant’s Work to comply in all respects with the following: (a) the
Approved Plans, (b) the Project Code of the City and State in which the
Building is located and Laws, as each may apply according to the rulings of the
controlling public official, agent or other such person, (c) applicable
standards of the National Board of Fire Underwriters (or successor
organization) and National Electrical Code, (d) applicable manufacturer’s
specifications, and (e) any work rules and regulations as Landlord or
its agent may have adopted for the Building attached to this Lease as Appendix
I; provided such rules and regulations are reasonable and applied
uniformly to all tenants, and the Rules attached as Appendix B to this
Lease.  Tenant shall use only new, first-class
materials in Tenant’s Work, except where explicitly shown in the Approved
Plans. Tenant’s Work shall be performed in a thoroughly safe, first-class and
workmanlike manner, and shall be in good and usable condition at the date of
completion.  


 


c.                                       Labor
Harmony.  Tenant shall conduct its
labor relations and relations with employees so as to avoid strikes, picketing,
and boycotts of, on or about the Premises or Building.  If any employees strike, or if picket lines
or boycotts or other visible activities reasonably objectionable to Landlord
are established, conducted or carried out against Tenant, its employees,
agents, contractors, subcontractors or suppliers, in or about the Premises or
Building, Tenant shall immediately notify Landlord, and after consultation with
Landlord and upon Landlord’s request,


 


8





















 


immediately close the Premises and remove or cause to be removed all
such employees, agents, contractors, subcontractors, and suppliers until such
dispute has been settled.  


 


d.                                      Building
Operations, Dirt, Debris and Noise. 
Tenant and Tenant’s Contractors shall make all reasonable efforts and
take all steps reasonably appropriate to assure that all construction
activities do not interfere with the operation of the Building or with other
occupants of the Building. Tenant’s Work shall be coordinated under Landlord’s
direction with the work being done or to be performed, and other activities,
for or by other occupants in the Building so that Tenant’s Work will not
interfere with or delay the completion of any other construction work or other
activity in the Building.   Construction
equipment and materials are to be kept within the Premises, and delivery and
loading of equipment and materials shall be done at such locations and at such
time as Landlord shall reasonably direct so as not to burden the construction
or operation of the Building. Tenant’s Contractors shall comply with any work rules for
the Building as specified in Section Vb and Landlord’s reasonable
requirements respecting the hours of availability of elevators and manner of
handling materials, equipment and debris. 
Any demolition must be performed by Tenant before 6:00 a.m., after
6:00 p.m. or on weekends. 
Construction outside of such hours which creates excessive noise or offensive
odors may be rescheduled by Landlord at Landlord’s reasonable discretion.  Tenant’s Work and all cleaning in the
Premises must be controlled to prevent dirt, dust or other matter from
infiltrating into adjacent occupant, common or mechanical areas.  Tenant and Tenant’s Contractors shall take all
precautionary steps to minimize dust, dirt, odors, noise and construction
traffic, and to protect their facilities and the facilities of others affected
by Tenant’s Work and to properly police the same.  


 


e.                                       Removal of
Debris.  The contractors and
subcontractors shall be required to remove from the Premises and dispose of, at
least once a week and more frequently as Landlord may reasonably direct, all
debris and rubbish caused by or resulting from Tenant’s Work and shall not
place debris in the Building’s waste containers.  Upon completion of Tenant’s Work, Tenant’s
Contractors shall remove all surplus materials, debris and rubbish of whatever
kind remaining within the Building which has been brought in or created by the
Contractors in the performance of Tenant’s Work.  If any Contractor shall neglect, refuse or
fail to remove any such debris, rubbish, surplus material or temporary
structures within 48 hours after notice to Tenant from Landlord with respect
thereto, Landlord may cause the same to be removed by contract or otherwise as
Landlord may determine expedient, and charge the cost thereof to Tenant as
Additional Rent under the Lease.


 


f.                                         Support
Services.  Tenant prior to the
commencement of Tenant’s Work shall apply for all utility meters and utility
accounts for all utilities as required under the Lease and shall be responsible
for the cost of all such utilities. 
Tenant shall pay Landlord’s actual cost for all support services or work
provided by Landlord’s contractors at Tenant’s request or at Landlord’s
discretion resulting from a default by Tenant hereunder.  


 


9





















 


g.                                      Landlord
Rights.  Tenant shall permit access
to the Premises, and inspection of Tenant’s Work, by Landlord and Landlord’s
architects, engineers, contractors and other representatives, at all times
during the period in which Tenant’s Work is being planned, constructed and
installed and following completion of Tenant’s Work.  Landlord shall have the right, but not the
obligation, to (i) require Tenant or any of Tenant’s Contractors who
violate the requirements imposed on Tenant or Tenant’s Contractors in
performing Tenant’s Work to cease Tenant’s Work until the violation is stopped
and (ii) upon written notice to Tenant and expiration of a ten (10) day
cure period to perform, on behalf of and for the account of Tenant, subject to
reimbursement by Tenant for Landlord’s actual costs, any work required to cure
or complete any of Tenant’s Work which has violated this Appendix.  No such action by Landlord shall delay the
respective Commencement Date or the obligation to pay Rent or any other
obligations therein set forth.


 


h.                                      General
Requirements.  Tenant shall use
reasonable efforts to impose on and enforce all applicable terms of this
Appendix against Tenant’s Planners and Tenant’s Contractors.  Tenant shall provide Landlord with “as built”
drawings no later than thirty (30) days after completion of Tenant’s Work.


 


VI.                                Insurance.  In addition to any insurance which may be
required under the Lease, Tenant shall secure, pay for and maintain or cause
Tenant’s Contractors to secure, pay for and maintain during the continuance of
construction and fixturing work within the Building or Premises, insurance in the
following minimum coverages and the following minimum limits of liability:


 


a.                                       Worker’s
compensation and employer’s liability insurance with limits of not less than
$500,000.00, or such higher amounts as may be required from time to time by any
employee benefit acts or other statutes applicable where the work is to be
performed, and, in any event sufficient to protect Tenant’s Contractors from
liability under the aforementioned acts.


 


b.                                      Commercial
General Liability Insurance (including Contractors’ Protective Liability) in an
amount not less than $1,000,000.00 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 $2,000,000.00, and
with umbrella coverage with limits not less than $6,000,000.00.  Such insurance shall contain an endorsement
covering Tenant’s and Tenant’s Contractors’ indemnity obligations under the
contracts and the Lease.  Such insurance
shall provide for explosion and collapse, completed operations coverage 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.


 


10





















 


c.                                       Comprehensive
Automobile Liability Insurance, including the ownership, maintenance and
operation of any automotive equipment, owned, hired, or non-owned in an amount
not less than $500,000.00 for each person in one accident, and $1,000,000.00
for injuries sustained by two or more persons in any one accident and property
damage liability in an amount not less than $1,000,000.00 for each
accident.  Such insurance shall insure
Tenant’s Contractors against any and all claims for bodily injury, including
death resulting therefrom, 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.


 


d.                                      Special Form Builder’s
Risk and Casualty Liability insurance upon the entire Work to the full
replacement value thereof.  If portions
of Tenant’s Work stored off the site of the Building or in transit to said site
are not covered under said Builder’s Risk insurance, then Tenant shall effect
and maintain similar property insurance on such portions of Tenant’s Work.  


 


e.                                       All policies
(except the worker’s compensation policy) shall be endorsed to include as
additional insured parties, Landlord, the property management company for the
Building, the parties listed on, or required by, the Lease, and such additional
persons as Landlord may reasonably designate. 
The waiver of subrogation provisions contained in the Lease shall apply
to all property insurance policies (except the workmen’s compensation policy) to
be obtained by Tenant pursuant to this paragraph.  The insurance policy endorsements shall also
provide that all additional insured parties shall be given thirty (30) days’
prior written notice of any reduction, cancellation or non-renewal of coverage
(except that ten (10) days’ notice shall be sufficient in the case of
cancellation for non-payment 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 said additional insured parties.  Certificates for all such insurance shall be
delivered to Landlord before the construction is commenced or contractor’s
equipment is moved onto the Building.  In
the event that during the course of the Tenant’s Work any damage shall occur to
the construction and improvements being made by Tenant, then Tenant shall
repair the same at Tenant’s cost, unless such is caused by Landlord’s or its
agents’ contractors’ or employees’ negligence or willful misconduct.


 


VII.                            HVAC
Balancing.  Notwithstanding anything
contained herein to the contrary, in connection with or following Tenant’s
Work, Landlord may cause a contractor to perform air balancing tests on the
Premises and adjust the HVAC system as a result thereof. Landlord shall not be
responsible for any disturbance or deficiency created in the air conditioning
or other mechanical, electrical or structural facilities within the Building or
Premises as a result of Tenant’s Work. 
If such disturbances or deficiencies result, and Landlord does not elect
to correct the same for Tenant, Tenant shall correct the same and restore the
services to Landlord’s reasonable satisfaction, within a reasonable time.  The costs of such HVAC tests and work may be
charged against the Allowance, and if the Allowance shall be insufficient,
Tenant shall pay Landlord for such costs as additional Rent within five (5) days
after billed.


 


11





















 


VIII.                        Certain
Definitions.


 


a.                                       Space Plan.  “Space Plan” herein means a floor
plan, drawn to scale, showing (i) demising walls, interior walls and other
partitions, including type of wall or partition and height, (ii) doors and
other openings in such walls or partitions, including type of door and
hardware, (iii) any floor or ceiling openings, and any variations to
building standard floor or ceiling heights, (iv) electrical outlets, and
any restrooms, kitchens, computer rooms, file cabinets, file rooms and other
special purpose rooms, and any sinks or other plumbing facilities, or other
special electrical, HVAC, plumbing or other facilities or equipment, including
all special loading, (v) communications system, including location and
dimensions of equipment rooms, and telephone and computer outlet locations, (vi) special
cabinet work or other millwork items, (vii) any space planning
considerations under the Disabilities Acts, (viii) finish selections (i.e.
color selection of painted areas, and selection of floor and any special wall
coverings from Landlord’s available building standard selections (which
selections Tenant may defer and include with the Construction Drawings), and (ix) any
other details or features reasonably requested by Architect, Engineer or
Landlord in order for the Space Plan to serve as a basis for preparing the
Construction Drawings.


 


b.                                      Construction
Drawings.  “Construction Drawings”
herein means fully dimensioned architectural construction drawings and
specifications, and any required engineering drawings (including mechanical,
electrical, plumbing, structural, air-conditioning, ventilation and heating),
and shall include any applicable items described above for the Space Plan, and
to the extent applicable: (i) electrical outlet locations, circuits and
anticipated usage therefor, (ii) reflected ceiling plan, including
lighting, switching, and any special ceiling specifications, (iii) duct
locations for heating, ventilating and air-conditioning equipment, (iv) details
of all millwork, (v) dimensions of all equipment and cabinets to be built
in, (vi) furniture plan showing details of space occupancy, (vii) keying
schedule, (viii) lighting arrangement, (ix) location of print
machines, equipment in lunch rooms, concentrated file and library loadings and
any other equipment or systems (with brand names wherever possible) which
require special consideration relative to air-conditioning, ventilation,
electrical, plumbing, structural, fire protection, life-fire-safety system, or
mechanical systems, (x) special heating, ventilating and air conditioning equipment
and requirements, (xi) weight and location of heavy equipment, and anticipated
loads for special usage rooms, (xii) demolition plan, (xiii) partition
construction plan, (xiv) all requirements under the Disabilities Acts and other
Governmental Requirements, and (xv) final finish selections, and any other
details or features reasonably requested by Architect, Engineer or Landlord in
order for the Construction Drawings to serve as a basis for contracting Tenant’s
Work.


 


IX.                                Miscellaneous.


 


a.                                       Application.  This Appendix shall not apply to any
additional space added to the Premises at any time (except the space to be
added pursuant to Section 1.B. of the Lease), whether by any options or
rights under the Lease or otherwise, or to any portion of the Premises in the
event of a renewal or extension of the Term of the Lease, whether by any
options or rights under the


 


12





















 


Lease or otherwise, unless expressly so provided in the Lease or any
amendment or supplement thereto.


 


b.                                      Lease
Provisions and Modification.  This
Appendix is intended to supplement and be subject to the provisions of the
Lease, including, without limitation, those provisions requiring that any
modification or amendment be in writing and signed by authorized
representatives of both parties.


 


c.                                       Limitation of
Landlord’s Liability.  The parties
acknowledge that neither Landlord nor its managing agent is an architect or
engineer, and that Tenant’s Work will be designed and performed by independent
architects, engineers and contractors. 
Landlord and its managing agent shall have no responsibility for
construction means, methods or techniques or safety precautions in connection
with Tenant’s Work, and do not guarantee that the Plans or Work will be free
from errors, omissions or defects, and shall have no liability therefor.  Landlord’s approval of Tenant’s Plans and
contracts, and Landlord’s designations, lists, recommendations or approvals
concerning Tenant’s Planners and Contractors shall not be deemed a warranty as
to the quality or adequacy thereof or of the Plans or Tenant’s Work, or the
design thereof, or of its compliance with laws, codes and other legal
requirements.


 


d.                                      No Third-Party
Beneficiaries.  The Lease and this
Appendix are not intended to create any third-party beneficiaries.  Without limiting the generality of the
foregoing, no Tenant Contractors or Tenant Planners shall have any legal or
beneficial interest in the Allowance.


 


e.                                       Terms.  Terms used in this Appendix C shall have the
meanings assigned to them in the Lease. 
The terms of this Appendix C are subject to the terms of the Lease.


 


13





















 


APPENDIX D


 


HVAC SPECIFICATIONS


 


Heating,
Ventilation and Air Conditioning


 


(a)          The heating, ventilation
and air conditioning system for the Building originates with two (2) 450
ton York centrifugal chillers.  One two (2) cell,
950 ton Baltimore Air Coil cooling tower is located on grade south east of the
building with mature landscape screening. 



 


(b)         Office space is served by
15 (3 per floor) constant volume air handling units, with capacities ranging
from 16,500 CFM to 22,000 CFM.  Interior
HVAC zones are supplied by either VAV or VAV fan power boxes, with re-heat
coils.  Perimeter HVAC is supplied by fan
power boxes with Reheat coils.  Floor 1
includes baseboard heat. The Atrium is served by two (2) separate 25,000
CFM supply fans with re-heat coils.


 


(c)          The heating and cooling
system of the Building will meet the following criteria:


 


The heating and air conditioning system shall
be capable of maintaining, during the cooling season, inside space conditions
of 75 degrees F (+2 degrees) dry bulb when outside conditions are 94 degrees F
dry bulb and 75 degrees F (mean coincident wet bulb) and during the heating
season, maintain not less than 72 degrees F (-2 degrees) with outdoor
temperatures ranging down to -10 degrees F. 



 





















 


APPENDIX E


 


JANITORIAL SPECIFICATIONS


 


Landlord shall furnish janitorial services as described below:


 


DAILY


 


Sweep, dry mop (using treated mops), or
vacuum all floor areas (moving light furniture) of resilient wood or carper,
remove matter such as gum and tar which has adhered to the floor.


 


Empty and damp wipe all ashtrays and
wastebaskets and remove all trash.


 


Dust all horizontal surfaces with treated
dust cloth, including furniture, files, equipment, blinds, and louvers that can
be reached without a ladder.


 


Damp wipe all telephones, including dials and
crevices.


 


Spot wash to remove smudges, marks and
fingerprints from such areas as walls, equipment, doors, partitions and light
switches within reach.


 


Wash and disinfect water fountains and water
coolers.


 


Damp mop all non-resilient floors such as
concrete, terrazzo and ceramic tile.


 


Empty all waste containers.


 


Dust and rub down elevator doors, walls and
metal work in elevator cabs.


 


TOILET ROOMS


 


Clean mirrors, soap dispensers, shelves, wash
basins, exposed plumbing, dispenser and disposal container exteriors using
detergent disinfectant and water.  Damp
wipe all ledges, toilet stalls and doors, spot clean light switchers, doors and
walls.


 


Clean toilets and urinals with detergent
disinfectant, beginning with seats and working down.  Pour one ounce of bowl cleaner into urinal
after cleaning and do not flush.


 


Furnish and refill all soap, toilet, sanitary
napkin and towel dispensers.


 


Clean all baseboards.


 


Damp mop floors using detergent disinfectant.


 


1





















 


WEEKLY


 


Wash all directory board, display, entry door
and side light glass, as necessary.


 


Spot clean carpet stains.


 


Spot wash interior partition glass and door
glass to remove all smudge marks and finger marks from doors, partitions,
woodwork, window ledges and window mullions.


 


MONTHLY


 


Sweep stairwells and landings.


 


Wash all uncarpeted areas.


 


High dust all horizontal and vertical
surfaces not reached in nightly cleaning, such as pipes, light fixtures, door
frames, picture frames and other wall hangings.


 


QUARTERLY


 


Vacuum all ceilings and wall air supply and
exhaust diffusers or grills.


 


Wash all stairwell landings and treads.


 


Clean exterior windows of the building,
weather permitting.


 


Scrub, wax and buff all tile areas.


 





















 


APPENDIX F


 


LEASEHOLD TITLE INSURANCE
COMMITMENT


 





















 


APPENDIX G


 


PRIOR TENANT RIGHTS


 


The Medstat Group, Inc.


Extension Option – One (1) five (5) year renewal option.  Subordinate to the requirements of a tenant
leasing 50,000 or more rentable square feet.


 


Friedman Corporation


Extension Option – One (1) five (5) year renewal option.  


 


Right Management Consultants, Inc.


Extension Option – One (1) five (5) year renewal option.  


 





















 


APPENDIX H


 


BUILDING CONSTRUCTION RULES


 


CONSTRUCTION
RULES & REGULATIONS


PARKWAY
NORTH CENTER


 


Your full cooperation is required in adhering to the
following procedures while performing construction work at Parkway North
Center.  Our goal is to minimize
inconvenience to our customers and visitors while construction is in
progress.  Please note that it is
understood and agreed that each violation of the rules and regulations
outlined below will result in a $100.00 fine. 
Repeated and flagrant violations will result in a subcontractor being
prohibited from working in the building. 
It is understood and agreed to that CarrAmerica reserves the right to
stop the work for repeated violations of the Construction Rules &
Regulations.  These rules are
subject to change at CarrAmerica’s discretion. 
If you have any questions please contact the Management Office at (847)
597-2350.


 


Thank you,


 


CarrAmerica


 


1.               The general
contractor shall meet with the Property Manager and the Chief Engineer to
review the construction schedule, building access, special requirements and
these Construction Rules & Regulations.  All drawings should be approved by the
Village of Deerfield and submitted to CarrAmerica for review five (5) days
prior to this meeting.  Demolition and/or
Building permits should be posted; a copy of these permits should also be
submitted to the Management Office.


 


2.               Construction
workers shall park their vehicles in the parking lot; a specific location for
parking will be determined at the first construction meeting.  


 


3.               The construction
contractor and all subcontractors must sign in and out every day in the
contractor’s log. A single point of contact shall be designated for the accountability
of all workers under contractor’s control. 



 


4.               Subcontractors will
not secure any fire protection system or construct any fire protection system
without prior approval of the Property Manager. 
Building Engineers will instruct the contractor on the procedures for
shutting off sprinkler water in the event of an accidental discharge;
subcontractors are only authorized to do so in the event of such
emergency.  The Property Manager and
Chief Engineer shall be notified immediately in the event of such an
occurrence.  When valves are closed, a
closed valve tag must be filed with Factory Mutual and fire extinguishers must
be provided by the contractor.


 


5.               Prior to any “HOT
WORK” a hot work permit shall be on file with property management. No hot work
will be


 





















 


permitted while Fire protection system is out
of service,  without proper fire watch
and extinguishers on site.


 


6.               Twenty-four hour
notice must be given to the Property Manager for any fire or life safety
testing or taking the system off- line. 
Contractor shall immediately notify the Property Manager when testing is
complete or the system is ready to be placed on line.  At no time will the fire / life safety system
be off-line overnight.


 


7.               Arrangements for
shutting down of service to make tie-ins to the building system must be made
with the Chief Engineer through the Management Office.  During electrical and/or plumbing work all
national and local codes must be followed. 
All building Lockout / Tag out procedures must be followed. When contractor
is to do any type of work that involves the isolation of any energy source
(i.e. electric, pneumatic, hydraulic, etc..) . The contractor must provide
owner with Lockout/ Tag out procedures and any training records upon request.
Contractor will be required to assign an Authorized employee to sign off on a “General
Lockout Procedure” sheet provided for by the Chief Engineer.
Doors to all equipment rooms must be kept locked when not in use.  All temporary devices must be installed
safely and must be removed when no longer required.  Any questions regarding safety should be
immediately directed to the Chief Engineer.


 


8.               Any work to be
conducted on rooftops with RF antennas Contractor shall read CarrAmerica’s RF
Safety 


Awareness Program and sign Contractors
Agreement Letter


 


9.               Mechanical and
electrical connections that have to be performed in another tenant’s space must
be scheduled 48 hours in advance with the Management Office; this request is
subject to the other tenant’s approval. 
In most cases, this type of work will require scheduling outside of
normal building operating hours.


 


10.         No stereos are allowed on
the construction site or in the building.


 


11.         No smoking is permitted
on the construction site or inside the building.  Smoking areas can be found on the loading
docks of each building.


 


12.         The Chief Engineer will
furnish keys to the electrical and mechanical rooms upon request.  These keys must be signed in and out each
day.  They will be issued at the
Management Office (located on the first floor of Three Parkway North).  Each person holding an after hours access
card key will be required to sign for their key.


 


13.         All contractors with gang
boxes, toolboxes, packages; etc. must enter and exit the building through the
loading dock.  Packages are subject to
inspection.


 


14.         The buildings are open
from 7:00 a.m. to 6:00 p.m. Monday through Friday, and 8:00 a.m.
to 1:00 p.m. on Saturday.  Any work
that results in excessive noise, odors or dust or involves other tenant
premises must be completed when the buildings are closed.  All such after hours work must be coordinated
through the Management Office with no less than 48 hours notice.  A Building Engineer will be required to be
present for any work outside the Premises and for any 


 





















 


work requiring
a Building system shutdown, and the cost for the Building Engineer will be
charged back to the general contractor.


 


15.         Subcontractors shall not
secure, enable, test, start or open any life safety, mechanical, electrical,
domestic water, condenser water, chilled water or hot water systems without
prior approval of the Property Manager or Chief Engineer.  All devices installed must have the prior
approval of Building Engineering.


 


16.         The general contractor
must provide Material Safety Data Sheets to the Property                            Manager for every substance
being used on the construction site prior to the start of construction.  These sheets must also be maintained at the
job site by the general contractor.


 


17.         Any changes to the
original work schedule or scope of work must be brought to the attention
of the Property Manager and Chief Engineer immediately.


 


18.         The building has no stock
of materials available.


 


19.         Contractor must post
emergency phone numbers and must have on hand a first aid kit, fire
extinguishers, and proper personal protective equipment.


 


20.         All construction areas
must be isolated from common areas of the building at all times.


 


21.         All penetrations must be
filtered prior to beginning work; they must be constantly monitored and changed
throughout the job.  Contractor is
responsible for any necessary changes and for removing filter media at the end
of the job.


 


Demolition


 


1.               Demolition debris
cannot be removed through the main entrances to the buildings.  If this is not feasible, permission to use
the main entrances must be obtained from the Management Office.  


 


2.               Proper precautions
should be taken prior to demolition to insure that no smoke detectors will be
set off; the Chief Engineer should be involved in this part of the
pre-construction process.


 


3.               During demolition,
and when necessary, contractor shall use plastic or other similar protective
coverings to keep dirt and dust contained inside the areas being
demolished.  All portions of the
buildings on the travel route for debris removal shall also be protected,
including floors, walls, doors and doorframes.


 


4.               When removing
materials in and out of elevator cabs the doors frames, walls, floors, ceilings
and thresholds must be adequately protected with pads, plywood, masonite,
cardboard or other appropriate materials. 
No materials will be allowed in an elevator cab without the car being
protected.  It is the subcontractor’s
responsibility to request this padding from the building engineers.


 





















 


5.               All common areas of
the building, including doors, door frames, walls, floors, ceilings, plants and
artwork shall be covered with the proper protective materials during the
demolition and construction.


 


6.               Any fire
extinguishers found on site must be kept in the space; no building fire
extinguishers should be removed from the mounting brackets.


 


7.               All unused
telephone lines, data lines, electrical wiring and/or plumbing shall be removed
back to the source of origin.


 


8.               Waste areas shall
remain clean at all times; building dumpsters are not to be used for waste
removal associated with construction.  If
additional assistance regarding waste removal is necessary, it is to be
provided at the cost of the contractor.


 


Material Stocking


 


1.               Materials may be
transported between floors by use of the stairwells or by use of the designated
freight elevator.  The Management Office
shall be notified in advance of such material stocking and the elevator wall
protective pads will be installed by the building engineers before material is
to be transported.  The general contractor
is further responsible for the protection of doorframes, floors, ceilings and
thresholds.  If materials are transported
by use of stairwells all appropriate wall and floor surfaces, railings, doors
and doorframes shall be protected.


 


2.               Trucks may park in
the loading dock only long enough to unload materials.  All other trucks are to park in the parking
lot.


 


3.               Delivery of
construction materials to the job site shall be made only through the loading
docks.


 


4.               Deliveries of sheet
rock or other bulk freight must be made while the building is closed, and only
through the loading docks, freight elevator and stairwells.


 


5.               Contractor shall
supply additional stock of specialty items for future repair work (i.e.
fixtures, lamps, tiles, etc.).


 


Construction


 


1.               General courtesy
shall be extended to CarrAmerica’s tenants and their visitors.  If the construction causes disruption to
other tenants, the work must cease immediately and be rescheduled for such
times as would not be objectionable. 
This will require working while the building is closed.  Floor coring and excessive pounding or
drilling must cease by the start of normal business hours (7:00 a.m.) and
cannot continue until after the building is closed (6:00 p.m.)


 


2.               Protective
coverings shall be used to cover the improvements and tenant’s personal
property as necessary.  Drop cloths shall
be used when any sanding of sheet rock or painting is being done.  All sheet rock dust shall be immediately
wiped off walls and base and vacuumed off carpeting.  


 





















 


Prior to any sanding being done, building
engineers must be notified so that the smoke detectors can be appropriately
protected from the dust.


 


3.               No construction
activity such as, but not limited to, fabrication of materials or cleaning of
materials, such as window blinds, shall occur outside of the construction site
or building.


 


4.               The contractor or
its subcontractors and vendors shall not obstruct any sidewalk, corridor,
entrance, lobby or other required fire exit paths.


 


5.               The last person to
leave the job site at the end of the day is responsible for turning off the
lights.  Building engineers can check the
suite at the end of the day at an extra charge to the contractor.


 


6.               All doors between
the premises under construction and the building common areas must be closed at
all times except for ingress and egress purposes.  On tenant occupied floors, the contractor
must hang temporary doors in door cuts into corridors as soon as the door cuts
are made.  Doors are to be equipped with
building standard locksets and keys.


 


7.               The contractor is
responsible for keeping the building exterior areas clean and tidy and for
daily cleanup.  Throughout the course of
the day, corridors, elevators, elevator lobbies and electrical closets and
janitorial closets cannot be cluttered or blocked.  Where dust and debris have fallen in building
common areas or construction spills have occurred the contractor must
immediately close the area.  Failure to
keep the job site, public areas, building and exterior areas clean will result
in a back charge, including a fee for managing the clean up work and processing
the appropriate paper work.  The
contractor shall provide a mop, mop bucket, broom and vacuum on the job site to
be immediately used to remove dirt and debris in the common areas.


 


8.               Contractor shall
place a carpet remnant immediately inside all exits from the premises under
construction for construction workers to use to wipe their shoes every time
they exit the job site.


 


9.               If any windows are
removed for a debris chute or stocking of materials they shall be replaced with
a framed panel if rain is a possibility and the rain can enter the building
through this opening.  Windows must be
replaced for overnight and weekends.


 


10.         All material and
personnel are to use freight elevators only. 
Large shipments will require scheduling of elevator time at least 48
hours in advance.  Requests for opening
the hatch or using the top of the car must be scheduled through the Management
Office; doing this will require the elevator contractor to be present at the
cost of the contractor.


 


Clean-Up


 


1.               The contractor
shall provide a construction dumpster at the job site in a location to be
designated by the Chief Engineer.  The
contractor shall monitor and clean the area around the dumpster periodically
during the workday and at the end of the workday.  Particular care must be taken so that no
nails or other sharp objects are left on the area surrounding the dumpster or
on the travel paths to the dumpster.


 





















 


2.               The job site and
building common areas must be kept clean and tidy at all times. Subcontractors
must remove all trash and related items when they are finished with their jobs.


 


3.               Restrooms are
provided only for convenience and it is a privilege for construction workers to
use the bathrooms.  The contractor is
responsible for its employees and subcontractors use of the rest rooms.  Failure to keep the rest rooms in the
condition provided by the owner to the tenants and clean up dirt and debris
immediately shall result in owner’s personnel performing clean-up and the
contractor will be charged for the related costs.  Repeated violations of this rule will
result in the revocation of this privilege. 



 


4.               The cleaning of
brushes and other tools may only occur in areas designated by building
engineers.  Contractor shall keep these
areas in clean condition and clean up after each use.


 


5.               Trash from lunches
must be removed from the work area each day.


 


6.               Unused construction
materials may be stored within the space under construction, but only if done
so in an orderly manner.


 


7.               Final clean-up must
include the cleaning of all return air and supply air grills, blinds and
building door framing.


 


Punchlist


 


1.               If the tenant has
occupied the premises, the contractor’s highest priority is to be courteous to
the tenant’s employees, respect their privacy and disrupt their work as little
as possible.


 


2.               Any material, paint
or other product used in completing the punch list shall not be stored in the
premises once the tenant has accepted possession of the premises.


 


3.               The contractor’s
work schedule to complete the punchlist shall be arranged to least disrupt
the tenant’s business operations and must be approved in advance by the tenant
and the Property Manager.  All activities
creating excessive noise and dust must be done when the building is closed.


 


4.               The contractor
shall cause the completion of the punch list to occur as quickly as
possible.  Any unnecessary delays may
result in the owner completing the punch list items and charging the associated
costs of doing so to the contractor.


 


5.               Contractor must
provide as-builts, test & balance reports, updated breaker schedules,
all equipment information, warranties, and certificate of occupancy.


 


6.               Contractor must
remove all filter media.


 


7.               Any HVAC components
that require replacement must be brought to the attention of the Chief Engineer
immediately.  The cost of repairing
damage determined to be job-related will be charged back to the contractor.


 





















 


VENDOR INSURANCE REQUIREMENTS


 


At his sole
expense, the Contractor shall carry and maintain throughout the term of the
contract the insurance described below. 
The policies described below shall be primary over any that may be
carried by the Owner and its Agent. 
Except for Workers’ Compensation, the policies
shall name Carr Parkway North One Corp., the Carr Real Estate Services, Inc.,
and Carr Office Park, LLC. as additional insurers.  Policies must be with carriers licensed to do
business where the contract work is done. 
The form of the insurance shall at all times be subject to the Owner’s
reasonable approval, and the carrier or carriers must be good and responsible
insurance companies.  The all risk and
liability policies must each contain a provision by which the insurer agrees
that such policy shall not be canceled except after thirty (30) days written
notice to the Agent.


 


Before start of work, Contractor shall submit
to the property management office a Certificate of Insurance showing that all
insurance requirements have been met.  If
any policy expires during the term of this contract, it shall be automatically
renewed and a new Certificate of Insurance shall be sent immediately to the
property management office.


 


These policies shall contain provisions or
endorsements waiving the right of subrogation of their insurance companies
against the Owner and Agent and their agents and employees.


 


	
  Workers’ Compensation

  	
   

  	
  -

  	
   

  	
  Statutory
  Limits

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer’s
  Liability

  	
   

  	
  -

  	
   

  	
  $100,000
  each accident

  
	
   

  	
   

  	
   

  	
   

  	
  $500,000
  policy limit-disease

  
	
   

  	
   

  	
   

  	
   

  	
  $100,000
  disease - each employee

  



 


General Liability


 


This shall include all major divisions of
coverage and be on a commercial occurrence form.  It shall include premises operations,
products and completed operations, contractual, personal injury, and
advertising injury, owner’s and contractor’s protective and broad form property
damage.


 


	
  Limits Primary:

  	
  $1,000,000

  	
  each occurrence - BI & PD

  
	
   

  	
  $2,000,000

  	
  general aggregate per location

  
	
   

  	
  $1,000,000

  	
  agg. prod. - comp. oper.

  
	
   

  	
  $1,000,000

  	
  personal injury & adv. injury

  
	
   

  	
  $       5,000

  	
  medical expense

  
	
  Limits Excess:

  	
  $5,000,000

  	
   

  



 


Excess liability policies must follow form
with primary liability policies.


 


Automobile Liability and Property Damage


 


This shall be on an occurrence basis with a
combined single limit of $1,000,000.  It
shall include all automobiles owned, leased, hired or non-owned.


 





















 


Equipment Insurance


 


This shall be a contractor’s equipment
floater, or similar form, and shall be on an all risk basis, valued form
providing replacement cost coverage for all equipment, tools, machinery and all
other such personal property at any time brought in or about the Building.  Coverage shall protect against theft.  The insurance shall contain a provision or endorsement
waiving the insurer’s right of subrogation against the Owner and Agent and
their agents and employees.


 





















 


General
Lockout Procedure


 


1.               The Authorized Employees doing the work, and
their supervisor, shall review the work plan, equipment-specific written
lockout procedures, and physically locate and identify all energy isolating
devices to be sure which switches, valves, or other energy isolating devices
apply to the equipment to be locked out.


 


2.               Employees authorized to lock out equipment
shall be certain which switch or other electrical energy isolating devices
apply to the equipment to be locked out. 
All energy isolating devices must have labels identifying the equipment
supplied and the electric current and voltage.


 


3.               Notify all Affected and Other Employees as
necessary that a lockout is to be performed. 
These persons must be informed that they are not to disturb the lockout
device or attempt to restart the equipment until they are informed that the
lockout has been cleared and it is safe to resume normal operations.


 


4.               If the equipment is operating, shut it down using
the normal shutdown procedure.  Turn the
equipment off it there is an on/off switch.


 


5.               If it is an RFR device, it should be shut
down or turned off if practical.  If it
is not practical to be shut down or turned off, reduce the power to the affected
RFR device to below the Uncontrolled IEEE MPE level by measuring with a
calibrated RFR meter and probe rated for the device’s frequency.  Apply the lock and/or tag to prevent the
power from increasing.


 


6.               Open the circuit breaker; disconnect switch
or other energy isolating device.  Toggle
switches, push buttons, and other types of control switches are not energy
isolating devices.


 


7.               All energy isolating devices must be locked
out.  Lockout the circuit breaker,
disconnect switch, or other isolating device, in the open position with an
assigned individual lock, and attach an identifying tag to the lock.  


 


8.               For electrical equipment that has capacitors
that must be manually discharged to ensure safe work, open access panels and
discharge these capacitors with an appropriate discharge tool, following
directions in the equipment manual.


 


9.               All forms of stored energy must then be
dissipated (except for batteries which can be disconnected).  This may include relaxing any springs,
relieving any pressure or vacuum, allowing flywheels to come to rest, or
neutralizing or adequately removing any chemicals.


 


10.         Any parts that could inadvertently move during the procedure must be
blocked in place to prevent this movement. 
Blocking must be secured in place so that it cannot fall out or be
inadvertently removed.


 


11.         At this point it must be verified that all forms of hazardous energy
have been reduced to zero potential, or if RFR, reduced to below the
Uncontrolled MPE level.  If the work to
be done involves de-energized electrical equipment, this equipment must be
tested with some form of test equipment to verify that there is no electrical
energy present.  Other forms of energy
also require verification of zero potential. 
Examples of such means of verification include: observing a pressure
gauge for zero pressure (gauge) or vacuum, observing a spring in a relaxed
state, observing that a flywheel is not spinning, or measuring with an RFR
meter and probe rated for the frequency of the RFR device to verify that the RFR
level is below the Uncontrolled MPE level.


 





















 


12.         The final step is to attempt to restart or re-energize the equipment or
machinery.  If the equipment does not
restart then work can proceed.  If the
equipment restarts or it appears that energy has been allowed to flow into the
system there is a serious flaw in the procedure, and no work should proceed
until the problem is identified and appropriate steps are included in the
procedure to control this energy.


 


13.         The equipment is now locked out and work may begin.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Authorized Employee

  	
   

  	
  Date and Time

  



 





















 


APPENDIX I


 


BASE
BUILDING CONDITIONS


 


TECHNICAL PROFILE


 


Shell and Core


 


Shell and core work generally refers to that portion of the
construction of the Building which includes the structural system, the exterior
enclosure, roof, core facilities (public toilet rooms, stairs, elevators, etc.)
and supportive mechanical and electrical systems located in the Building core,
mechanical floors and the lower levels.


 


1.               Structural
System


 


The superstructure, including composite metal
deck and concrete floors (floors 2 through 5 and floor 1 over the parking
garage) and concrete slab on grade (floor 1) with structural design load for
office floors of 100 lbs per square foot live load.  Deck to deck height is 13’ 0”, floor to
ceiling height 


is 8’ 8”.


 


2.               Exterior
Enclosure


 


The exterior wall consists of a curtain wall
system of aluminum and granite panels with an inner layer of foil backed
insulation fully taped to provide vapor barrier.  Windows have factory-painted,
thermally-enhanced, aluminum frames with tinted insulating glass units.


 


3.               Roofing


 


Roofing system consists of a mechanically
fastened, single ply 60 mil membrane on rigid insulation.


 


4.               Core Facilities


 


Three separate
cores per floor offering full floor identity for floors ranging from 16,000 RSF
to 50,000 RSF.  Each core features:


 


(a)          Public areas consisting
of ground floor lobby, exit corridors, stairs and ladies’ and men’s toilet
rooms and drinking fountain.


 


(b)         Non-public core areas,
consisting of telephone, electrical and janitor closets, and mechanical rooms.


 


(c)          Fire department valve
and fire extinguishers in each stairwell.


 


(d)         Exit signs at each
stairwell and all base building public areas as required by code.


 


(e)          Elevator lobbies served
by two elevators.


 





















 


5.               Elevators


 


(a)          Four (4) 3,500 lb
(passenger) front opening, and two (2) 3,500 lb (service/passenger) front
and side opening hydraulic elevators.


 


(b)         Stainless steel doors
provided at floor 1, steel doors on floors 2 through 5 with baked enamel
finish.


 


(c)          One (1) 2,500 lb
shuttle elevator between the lower level garage and floor 1.


 


6.               Plumbing


 


Cold water supply, waste and vent piping are
available at three (3) locations on each floor to allow for future
connections by Tenant.  Three (3) 80
gallon water heaters with recirculation pumps are provided on the first floor.


 


7.               Fire Protection


 


A sprinkler system consisting of risers,
supply loops and branch piping and one (1) 750 GPM fire pump is provided. 


 


8.               Heating,
Ventilation and Air Conditioning


 


Energy efficient central plant with
distributed air handling units (three per floor) for flexibility in delivering
after hours HVAC.


 


(c)          The heating, ventilation
and air conditioning system originates with two (2) 450 ton York centrifugal
chillers.  One two (2) cell, 950 ton
Baltimore Air Coil cooling tower is located on grade south east of the building
with mature landscape screening.  


 


(d)         Office space is served by
15 (3 per floor) constant volume air handling units, with capacities ranging
from 16,500 CFM to 22,000 CFM.  Interior
HVAC zones are supplied by either VAV or VAV fan power boxes, with re-heat
coils.  Perimeter HVAC is supplied by fan
power boxes with Reheat coils.  Floor 1
includes baseboard heat. The Atrium is served by two (2) separate 25,000
CFM supply fans with re-heat coils.


 


(c)          The heating and cooling
system will meet the following criteria:


 


The heating and air conditioning system shall
be capable of maintaining, during the cooling season, inside space conditions
of 75 degrees F (+2 degrees) dry bulb when outside conditions are 94 degrees F
dry bulb and 75 degrees F (mean coincident wet bulb) and during the heating
season, maintain not less than 72 degrees F (-2 degrees) with outdoor
temperatures ranging down to -10 degrees F. 



 





















 


9.               Building
Automation System


 


The HVAC system and common area lighting are
controlled by a Siemens Apogee building automation system (BAS) to ensure
effective, energy efficient operations. 
The BAS allows for constant monitoring of mechanical systems, swift
response to hot/cold calls, and monitoring of tenant systems.


 


10.         Electrical


 


(a)          The main electrical
service is provided by Commonwealth Edison via four (4) transformers.  One transformer serves the HVAC system, one
the general service and tenant needs, and one serves a computer room, and one
serves the fire pump.  Tenant power is
distributed through the main building switchgear to six (6) tenant
transformers located on floors 2 and 4 (one per core).  Electric closets are provided in each core of
each floor.


 


(b)         Switchgear and bus duct
riser capacity of 5.3 watts per square foot. 
Additional disconnects provides additional 1,600 amp and 600 amp
services on floors 2 and 4, respectively. 


 


(c)          Three (3) tenant
services are provided per floor, each at 120/208 volts, 3 phase, 4 wire.


 


(d)         A 250 KW generator
provides back up power to the fire alarm system, elevators, emergency lighting,
sump pump and ejector pumps, and lift station. 
A separate feed from Commonwealth Edison powers the fire pump.


 


(e)          A networkable Edwards
EST 3 fire alarm system was installed in 1998 with adequate spare capacity to
power strobes throughout the building to meet ADA requirements.  The system is monitored at security posts in
One, Three, and Four Parkway North and at the Deerfield Police Department.


 


11.         Telecommunications


 


(a)          Fiber optic cable and
1,200 copper pairs are provided at the service provider’s network point of
presence (NETPOP).  Underground conduits
link the One Parkway North building with Three Parkway North and a campus wide
conduit system allowing for redundant fiber service to the building.


 


(b)         On each floor, three (3) telephone
closets are provided (one per core) each with four (4) 4” sleeves to the
NETPOP.  Ground bus bars are available in
each electric closet.  Inner duct for
fiber is provided from the NETPOP to a fiber hub on floor 3.


 


(c)          Distribution network of
2,100 copper pairs from the NETPOP to individual telephone closets.


 


12.         Security Systems


 


Staffed
security post is provided in the main building lobby.  Security cameras at all exits and in the
lower level garage are monitored at the security post and recorded on video
tape.  Card access system at all entrances
and controlling entrance to the lower level garage.  Tenants may extend the base building system
to control access to their spaces.


 





















 


13.         Loading Docks


 


Two (2) elevated
loading docks located at the north and south ends of the building each with
space for two (2) semi trucks.  The
south dock is provided with one (1) trash compactor.