IDRC Research Paper - 25 Lease Data Base Supplement Premises The Landlord does hereby demise and let to the Tenant, and the Tenant does hereby take and hire from the Landlord, that certain space hereinafter called the "Premises" and more particularly described as the _______________________ ______________________________________________________________ comprising approximately ___________________ rentable square feet together with use of washrooms, hallways, parking lot and drives in common with other tenants, for a term of ________________________ ( ) years, commencing on the __________ day of ___________________, and ending on the ____________ day of ___________, ___________, unless sooner terminated or adjusted as provided herein. IN CONSIDERATION WHEREOF, the parties do hereby convenant and agree as follows: DESCRIPTION OF BUILDING Landlord herby leases to Tenant and Tenant hereby hires from Landlord the following premises in the building known as _________________________________ and located at ______________________________________, State of _____________ (hereinafter refered to as the "Building"), the premises consisting of ______ square feet on the floor(s) of the building as shown on Exhibit ____ annexed hereto and made a part hereof, together with the use in common with the other tenants of the Building of the hallways, corridors, lobbies, lavatories, elevators, stairways and other common areas and facilities of the Building appurtenant thereto, and together with the parking facilities provided for in paragraph _____ hereof (all together hereinafter referred to as the "Premises"). PREMISES AND TERM Lessor, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of the Lessee to be kept, observed and performed, demises and leases to the Lessee the following described real estate situated in the County of _____________________________, State of _______________________ to-wit: TO HAVE AND TO HOLD the above described premises, together with the buildings and improvements situated thereon and the rights, privileges and appurtenances thereunto belonging or appertaining unto the Lessee for and during a term of ___________ years commencing on the first day of the month following the substantial completion of the building and improvements which are to be constructed pursuant to the provisions of Article _________ thereof, provided Lessee shall have at least fifteen days prior written notice of the date upon which the leased premises shall be substantially completed and ready for occupancy. Immediately after it is given said notice by Lessor the Lessee shall have the right to enter said premises for the purpose of installing therein its fixtures and equipment and receiving and storing merchandise and other property at its own risk free from rent, provided Lessee does not unreasonably interfere with the work being done on the leased premises by the Lessor. As used herein, the term "substantial completion" shall mean that most of the work required to be done by the Lessor has been completed so that the building is ready for beneficial occupancy for Lessee's uses and purposes as hereinafter expressed in Article _______ and any remainder of the work to be done in accordance with the plans and specifications will constitute minor items which will not materially interfere with said beneficial occupancy. The leased premises shall be deemed ready for occupancy and substantially completed when the architect, hereinafter named, shall so certify in writing directed to the respective parties; or when Lessee shall have entered said premises, taken possession, and commenced business therein, whichever shall first occur. The obligation of the Lessee to pay rent and to perform all the covenants, conditions and agreements of this lease on the part of the Lessee to be performed shall not commence until said premises shall be deemed ready for occupancy and substantially completed as herein defined. On the date when said premises shall be deemed ready for occupancy or the Lessee shall have commenced business therein, Lessee shall pay to Lessor a per diem rental to include the last day of said month in the amount of the monthly installment set forth in Article _______ divided by the number of days in said month and the quotient multiplied by the number of days remaining in said month. The fact that the Lessee takes possession upon substantial completion and the term of the lease has commenced shall not, however, excuse Lessor from the prompt completion of all work required to be done by Lessor pursuant to the terms of this lease. Lessor and Lessee shall, with reasonable promptness after substantial completion of the building and before Lessee takes possession of the demised premises, execute a written instrument in form for recording, specifying the date of the commencement and expiration of the term hereof. Condition of Premises. Tenant's taking possession shall be conclusive evidence that the Premises were then in good order and satisfactory condition. No promise of Landlord to alter, remodel, improve, repair, decorate or clean the Premises or any part thereof, and no representation respecting the condition of the Premises or the Building has been made to Tenant by Landlord except as made herein. CONDITION OF PREMISES. Landlord warrants that at the com- mencement of the term the heating, electrical and plumbing systems shall be in good working order; that the premises shall be broom clean; and that the construction required of the Landlord in Exhibit B shall have been substantially completed. If at any time either before or within twelve (l2) months after Tenant has accepted possession of the premises, faults or failures in the premises and its mechanical, elec- trical and plumbing equipment provided by Landlord appear, Landlord shall correct the same at its expense. If Landlord fails to correct such deviations with dispatch after notice thereof from Tenant, and subject to the provisions of Paragraph ______ hereinafter contained, Tenant shall have the right, but not the obligation, to perform any necessary work to correct any such fault or failure. Any cost or ex- pense incurred by Tenant in correcting any such fault or failure may be deducted by Tenant from any rentals becoming due or payable under this Lease. Landlord represents and warrants that, at the time possession is delivered to Tenant hereunder, the premises, including fixtures and appurtenances, will comply with all laws, rules, orders, ordinances and regulations, applicable to the premises and Tenant's occupancy thereof, of the municipal, county, state and federal governments, or any de- partment or departments thereof, and of the local Board of Fire Under writers, Fire Insurance Exchange or bodies exercising similar functions, if any. Tenant shall take good care of the premises, fixtures and appurtenances and all alterations, additions and improvements thereto, and shall suffer no waste or injury; and Landlord will maintain the premises, keeping all facilities and equipment in good working condition, and make all repairs, at its own expense, ex- cept for damage (other than from fire or extended coverage perils) re- sulting from the fault or neglect of Tenant or its agents. Landlord shall be liable to tenant and other persons at any time lawfully upon the premises for any injury or damage to person or property which may be sustained by them by reason of any negligent act or omission of Landlord. ENTRY FOR REPAIRS AND INSPECTION Tenant agrees to permit Landlord or its agents or re- presentatives to enter into and upon any part of the leased premises at all reasonable hours to inspect the same, clean or make repairs, alterations or additions thereto, as provided for herein, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. INSPECTION OF PREMISES The Lessee shall permit the Lessor and the authorized re- presentatives of the Lessor to enter the demised premises with re- asonable frequency during business hours for the purpose of inspecting the same, and Lessor during the last six (6) months of the lease term may exhibit the leased premises to prospective lessees or purchasers and may place notices of "For Sale" or "To Rent" upon said premises, and Lessee shall not interfere with the same. INSPECTION OF PREMISES. Landlord, at reasonable times and upon reasonable advance notice to Tenant, may go upon and into the premises for the purpose of inspecting same, inspecting the performance of Tenant and constructing, maintaining and repairing the premises pursuant to the terms hereof. RIGHT OF ENTRY Landlord may, at reasonable times and with reasonable frequency, enter the Demised Premises for purposes of inspection and/or routine repair upon providing Lessee twenty-four (24) hours prior notice. Landlord may enter the demised Premises at any time, without prior no- tice to Tenant to make repairs of an emergency nature. During the final three (3) months of the term of this Lease, Landlord may show the Demised Premises to prospective tenants at reasonable times and with reasonable frequency upon providing tenant twenty-four (24) hours prior notice. RE-ENTRY UPON DEFAULT Section 1. Any one or more of the following events shall be con- sidered events of default as said term is used in this Article, that is to say, if: (a) Lessee shall fail to make payment of the basic rent, or any part thereof, when due as hereinbefore provided. or (b) Lessee shall fail to make payment of taxes and assessments at the times and in the manner provided in this lease, and such default in payment of taxes and assessments shall continue for thirty days after notice thereof in writing to Lessee. or (c) Lessee shall fail to perform any of the other covenants, con- ditions or undertakings in this lease contained to be kept, observed and performed by the Lessee, and such default shall continue for sixty days after notice thereof in writing to Lessee. or (d) Any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy act now or hereafter in force shall be filed by or against Lessee and any such petition or pleading shall not be dismissed within thirty days. or (e) Any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Lessee insolvent or unable to pay Lessee's debts. (f) Lesse shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy, or any petition pursuant to the Federal Bankruptcy laws, as now or here after in force, or Lessee shall institute any proceedings, or give its consent to the institution of any proceedings for any relief of Lessee under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, ar- rangements, composition, or extensions. (g) Lessee shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Les- see, or any of the property of Lessee. (h) A decree or order appointing a receiver of the property of Lessee shall be entered and any such decree or order shall not have been vacated, stayed or set aside within sixty days from the date of entry or granting thereof. (i) Lessee shall vacate the leased premises or abandon the same during the term hereof, ____________________________________ then, upon the occurrence of any one or more of the events of default it shall be lawful for Lessor, at its election, to declare the said term ended. To re-enter the said demised premises and the buildings and improvements situated thereon, or any part thereof, with or without process of law, and to expel, remove and put out Lessee and all persons occupying same under said Lessee, using such force as may be necessary in so doing, and to repossess the said premises and the buildings and improvements then situated thereon, as in their first and former es- tate, without such re-entry and repossession working a forfeiture of the rents to be paid and the covenants to be performed by the Lessee during the full term of this agreement. If default shall be made in any covenant, agreement, condition or undertaking herein contained to be kept, observed and performed by Lessee, other than the payment of rent as herein provided, which cannot with due diligence be cured within a period of sixty (60) days, and if notice thereof in writing shall have been given to Lessee, and if Lessee prior to the expiration of sixty (60) days from and after the giving of such notice commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default, then Lessor shall not have the right to declare the said term ended by reason of such default. Provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Lessor to declare the said term ended and enforce all of its rights and remedies here under for any other default not so cured. Section 2. The foregoing provisions for the termination of this lease for any default in any of its covenants shall not operate to ex- clude or suspend any other remedy of Lessor for breach of any of said covenants or for the recovery of said rent or any advance of Lessor made thereon, and in the event of the termination of this lease as aforesaid, Lessee covenants and agrees to indemnify and save harmless Lessor from any loss arising from such termination and re-entry in pursuance thereof. To that end Lessee covenants and agrees to pay to Lessor after such termination and re-entry, at the end of each month of the demised term, the difference between the net income actually re- ceived by Lessor from said demised premises during such month and the rent agreed to be paid by the terms of this lease during such month together with the expenses of reletting and altering the improvements on said demised premises, together with commissions and attorneys' fees. CONDITIONS OF PREMISES. The Tenant's taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when the Tenant took possession, except as to latent defects which exception shall be effective for a one (1) year period following Commencement Date, excluding items of damage caused by Tenant or its agents, independent contractors or sup- pliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be con- tained in this lease or in any written amendment hereto signed by Landlord and Tenant. LEASED PREMISES. Lessor hereby leases, demises, and lets unto Lessee, and Lessee hereby rents from Lessor that certain parcel of land containing ___________________________, being situated in the City of ______________________, County of ______________________, State of __________________________, more particularly described on the attached Exhibit (Legal Property Description) and made a part hereof, and called the "Premises" herein. Together with the ________________________ building to contain approximately ____________ square feet with related improvements including parking facilities, which Lessor has agreed to construct or cause to be constructed thereon at Lessor's sole cost, risk, and expense. The premises shall include the building, improvements, equipment, fixtures, and appliances owned or controlled by Lessor, all rights, rights-of-way, easements, appurtenances thereunto belonging or in anywise appertaining, and all rights of Lessor in and to any public or private thoroughfares abutting the above described premises, all being sometimes hereinafter referred to as the "leased premises." Landlord shall be permitted, at any reasonable time, to visit and examine the premises, and workmen may enter at any time, when authorized by Landlord and when it shall not unreasonably interfere with Tenant's operations, to make or facilitate repairs in any portion of the building. During the sixty (60) days immediately preceding the expiration date of the term of this lease or any extension or renewal thereof, provided the then current lease term has not been extended or renewed, Landlord shall be permitted at all reasonable hours of the day to enter the premises for the purpose of exhibiting the same to pros- pective tenants. PARKING Landlord shall provide and maintain ____________________________ marked parking spaces for the exclusive use of Tenant and its visitors within _______________________ feet of the principle entrance to the building of which the Demised Premises are a part, in addition to providing the right to use common area parking in common with other building tenants. Landlord shall, without additional charge to Tenant, provide for the use and convenience of Tenant's employees parking space for at least _________________ standard passenger cars in separate parking lot or Landlord's parking lot located ________________________________ ________________________________ and whenever possible in Landlord's parking lot, make available unreserved space for additional cars of Tenant's employees and business visitors. APPURTENANT RIGHTS. Landlord agrees to maintain and provide adjacent to the premises, a driveway and parking area 40 feet in width and approximately 394 feet in depth upon which tenant is allocated space for at least six (6) tractors and trailers and eighty (80) auto- mobiles, as more fully provided in Item 1. e.) of attached EXHIBIT B. Tenant shall have the non-exclusive right to use the railroad spur track serving the premises, subject to tenant's entering into a sepa- rate spur or industry track agreement with ________________________ _______________________________. Tenant shall pay any costs for the use or maintenance of its separate spur or industry track. Tenant and its business invitees and employees shall have the non-exclusive privilege, in common with the other tenants of the remainder of the entire premises, and their business invitees and employees, of utilizing, solely for driveway or temporary parking, those vacant areas east and south of the warehouse structure as depicted on attached EXHIBIT A. TERM The term of this lease is ______________ year(s), to commence on the ________________ day of __________________, 19______ (hereinafter referred to as "Commencement Date"), and to end on the __________________ day of _____________________, 19______ (hereinafter referred to as the "Expiration Date"), both dates inclusive, unless the term be extended pursuant to paragraph _______ or paragraph _______ hereof. Prior Occupancy. In the event Tenant is permitted to occupy the Premises prior to commencement of the Term, then all the provisions of this Lease shall be in full force and effect commencing at such oc- cupancy; such occupancy shall be on the basis of a month-to-month ten- ancy, and rent for such period shall be paid at the monthly rate set forth in Section ____________. TERM The term of this Lease shall commence on _____________________ or the date on which Lessor satisfactorily completes the work to be performed by Lessor ("Lessor's work") in accordance with Article _______ below whichever occurs later, and shall end at midnight on the last day of the _________________ full calendar month thereafter or such earlier date upon which said term may expire or be terminated pursuant to any of the provisions of this lease or pursuant to law. In the event Les- sor fails to complete Lessor's work within 30 days of the calendar date proved above for the commencement of the term, Lessee shall have no further liability to the other hereunder. TERM. The term of this lease shall commence upon the date that the Lessee occupies the premises and shall expire __________ years following the end of the first month in which leased premises are occupied by Lessee, unless such term is extended pursuant to paragraph _____________ hereof providing for "Renewal Options." Lessee shall be deemed to have taken possession of said premises fourteen (14) days after the time Lessee is notified in writing by Lessor that the building and related improvements are substantially completed in accordance with the plans and specifications and are ready for beneficial occupancy. The dates Lessee takes possession hereunder shall be acknowledged by the parties hereto by a written instrument which shall be attached hereto and made a part hereof. Prior Occupancy If Tenant shall occupy the premises prior to the beginning of the term with Landlord's consent, all the provisions of this Lease shall be in full force and effect commencing at such occupancy. Such occupancy shall be on the basis of a month to month tenancy, and rent for such period shall be paid at the monthly rate set forth in article _________________. TERM Lessee takes and accepts from Lessor the Premises upon the terms and conditions herein contained for the use intended by Lessee, to have and to hold the same for an initial term commencing on the 1st day of ____________________ and ending at 11:59 P.M. on the __________th day of ____________________, unless sooner terminated as herein provided. TERM (a) Subject to and upon the terms and conditions set forth herein, or in any exhibit or addendum hereto, this lease shall continue in force for a term of ________ months, beginning on the ______________th day of ______________________, 19______, and ending on the ______________th day of ______________________, 19______. (b) In the event the leased premises should not be ready for occupancy by the commencement date stated in Paragraph _____________ above for any reason, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof, and the term of this lease shall commence at the time that the leased premises are ready for occupancy by Tenant, or as agreed upon by Landlord and Tenant or as certified by Landlord's Architect in the ab- sence of such agreement. Should the term of this lease commence on a date other than that specified in Paragraph _________ above for any reason, Landlord and Tenant will, at the written request of either, execute a declaration specifying the beginning date of the term of this Lease Agreement. In such event, rental under this Lease Agreement shall not commence until said revised commencement date, and the stated term in this Lease Agreement shall thereupon commence and the ex- piration date shall be extended so as to give effect to the full term. TERM Lessee shall pay to Lessor as rental for the demised premises the sum of $ ___________________ per month, payable monthly in advance on the first day of each month during the term of this lease. In the ev- ent that the term of this lease shall commence on a date other than the first day of a calendar month, the rental for the calendar month in which the term of this lease shall commence and terminate shall be prorated. Rental shall be payable at the office of Lessor in ____________ _______________, or at such other place as lessor may from time to time designate in writing. TERM. The term of this Lease (hereinafter referred to as the "Term") shall commence on the _____________ day of ______________________, 19______ (hereinafter referred to as the "Commencement Date") and end on the ____________ day of _________________________, 19______ (hereinafter re- ferred to as the "Termination Date"), unless sooner terminated as provided herein. POSSESSION A. In the event the Premises shall not be completed and ready for occupancy on the Commencement Date or in the event Landlord is un- able to deliver possession on such date by reason of the holding over or retention of possession by any tenant or occupant, this Lease shall nevertheless continue in force and effect, but Rent (as hereinafter de- fined) shall abate until the Premises are ready for occupancy or until the Landlord is able to deliver possession, as the case may be, and Landlord shall have no other liability whatsoever on account hereof. Provided, however, there shall be no abatement of Rent if the Premises are not ready for occupancy because of failure to complete the instal- lation of special equipment, fixtures or materials ordered by Tenant, or because of any delays resulting from Tenant's failure to promptly submit plans in accordance with the Work Letter attached hereto as Ex- hibit or resulting from changes or additions to Tenant's plans after the initial submission thereof. The premises shall not be deemed incomplete or not ready for occupancy if only insubstantial details of construction, decoration or mechanical adjustment remain to be done. The determination of Landlord's architect or interior space planner for the building shall be final or conclusive on Tenant as to whether the Premises are completed and ready for occupancy. B. If Tenant shall take possession of the Premises or any part thereof prior to the Commencement Date (which Tenant may not do without Landlord's prior written consent), all of the covenants and conditions of this Lease shall be binding upon the parties hereto with respect to such whole or part of the Premises as if the Commencement Date had been fixed as the date when Tenant took possession of such whole or part of the Premises. Tenant shall pay rent for the period of such occupancy prior to the Commencement Date at the rate of the annual Base Rent set forth in Paragraph ________ hereof prorated for such period of occupancy and, if less than the whole premises are occupied, for the proportionate area of the total Premises so occupied. C. Under no circumstances shall the occurrence of any of the events described in the paragraph ________ be deemed to accelerate or defer the Termination date. RENT RENT ABATEMENT Should Tenant or those holding by, through or under Tenant not occupy the premises for any period during the term hereby for any rea- son whatsoever, then anything herein to the contrary notwithstanding, _____% of the monthly rent for which Tenant is or might be obligated to pay and which the parties agree constitutes the cost of providing the services set forth in paragraph _______ shall abate for as long as the Premises are not so occupied. RENT Tenant will pay to Landlord a rental of ___________________________ per year, payable in equal monthly installments of ________________________ ____________ in advance on the first day of each calendar month during the term of this Lease. Payments due for a portion of a calendar month shall be prorated based on the number of days in that month. This yearly rental is based on a charge of _____________________________ per usable square foot of space. Tenant shall have the right to measure the demised Premises at any time and if the actual square footage of space is less than that set forth in paragraph above, there shall be an appropriate reduction in the rental as to past and future rents. BASE RENTAL Tenant hereby agrees to pay a base annual rental (herein called "Base Rental") in the sum of ______________________________________ _______________________ per year. Tenant shall also pay, as ad- ditional Rent, all such other sums of money as shall become due from and payable by Tenant to Landlord under this lease. Landlord shall have the same remedies for default for the payment of additional rent as are available to Landlord in the case of a default in the payment of Base Rental. Such Base Rental, together with any adjustment of rent provided for herein then in effect, shall be due and payable in twelve (l2) equal installments on the first day of each calendar month during the initial term of this lease and any extensions or renewals thereof, and Tenant hereby agrees to so pay such rent to Landlord at Landlord's address as provided herein (or such other address as may be designated by Landlord from time to time) monthly in advance without demand. If the term of this Lease Agreement as heretofore established commences on other than the first day of a month or terminates on other than the last day of a month, then the installments of Base Rental for such month or months shall be prorated and the installment or installments so prorated shall be paid in advance. All past due installments of rent shall bear interest at the rate of ________ percent per annum or he maximum lawful rate per annum, whichever is less, until paid. RENT. Lessee shall pay a rental, commencing with the date Lessee takes possession of the demised premises, the sum of ___________ _____________________________ (_________________) per month, payable in advance on or before the first day of each month to Lessor at __________ _______________________________________, or such other place as Lessor may designate from time to time in writing to Lessee. The first and last months rental shall, if for a period less than a full month, be prorated. Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installment based upon thirty (30) days to the month. RENT The annual rental shall be at the rate of $___________________ to be paid in equal monthly installments of $______________ in advance on the first day of each month during the term hereof; provided however, that if the term of this Lease should commence on the date other than the first day of the month, the first and last month's rent shall be prorated. Rent. Tenant will pay to Landlord's rental agents, _____________ _______________________ at the Office of the Building, or to such other persons or at such other places as the Landlord may direct from time to time by written notice to the Tenant, in coin or currency which at the time of payment is legal tender for the payment of public and private debts in the United States of America, the aggregate of the following, all of which are hereby declared to be "Rent". A. The sum of ___________________________________________ _____________________________________ DOLLARS ($_______________), for each twelve month period during the term of this Lease, payable in ad- vance in equal monthly installments of ___________________ DOLLARS ($_________________) each promptly on the first day of each and every calendar month during the term of this lease (the "Base Rent"), as the said Base Rent may be adjusted pursuant to section _________________ of this Lease (the "Adjusted Base Rent"). Notwithstanding the foregoing, the first monthly installment of Base Rent will be paid by the Tenant concurrently with the execution of this Lease. B. The "Rent Adjustments" (hereinafter defined). C. All other and further sums payable or to become payable by the Tenant to the Landlord pursuant to the terms and provisions of this Lease. D. Interest at the Term of this Lease commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, the Rent for such month shall be prorated. Tenant's covenant to pay rent is independent of every other covenant set forth in this Lease. BASE RENT Tenant shall pay to Landlord or Landlord's agent at ______ ________________________, or at such other places Landlord may from time to time designate in writing, in coin or currency which, at the time or payment, is legal tender for private or public debts in the United States of America, rent at the annual rate of ___________________ ____________________ DOLLARS ($____________________) PER ANNUM (hereinafter referred to as the "Base Rent") in equal monthly installments of _______ DOLLARS ($_______________) cash in advance on or before the first day of each and every month during the term, without any set-off or deduction whatsoever, except that Tenant shall pay the first full monthly installment at the time of execution of this Lease. If the term com- mences other than on the first day of a month or ends other than on the last day of the month, the rent for such month shall be prorated. the prorated rent for the portion of the month in which the Term commences shall be paid on the first day of the first full month during the Term. QUIET ENJOYMENT COVENANT OF QUIET ENJOYMENT Lessor covenants and agrees to and with Lessee that at all times when Lessee is not in default under the terms of and during the term of this Lease, Lessee's quiet and peaceable enjoyment of the demised premises shall not be disturbed or interfered with by Lessor or any person claiming by, through or under Lessor, or by any person claiming by or through title paramount to Lessor. PEACEFUL ENJOYMENT Landlord agrees that Tenant shall, and may peacefully have, hold and enjoy the leased premises, subject to the other terms hereof, provided that Tenant pays the rental and other sums herein recited to be paid by Tenant and performs all of Tenant's covenants and covenants of Landlord contained in the lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its and their respective ownership of the Landlord's interest hereunder. LESSOR COVENANT OF TITLE AND QUIET ENJOYMENT. Lessor covenants that it is well seized of the demised premises, has a good right to lease them and hereby warrants and agrees to defend the title thereto and to reimburse and hold Lessee harmless from any loss by reason of any de- fect in title. Lessor covenants that Lessee, upon paying said rent and performing the covenants on its part to be performed hereunder, shall and may peaceably and quietly have, hold, and enjoy the demised premises for the term aforesaid and any renewal periods. COVENANT OF QUIET ENJOYMENT. The Landlord covenants that the Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of the Tenant to be kept, observed and performed, shall, during the Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof. Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall em- power Tenant to do any act which can, shall or may encumber the title of Landlord. AUTHORIZATION OF LEASE. Tenant hereby certifies and represents that full, complete and sufficient action has been had and taken by it, and its directors and officers, to authorize this Lease and the execution and delivery hereof by its officers signing the same on its behalf. Quiet Enjoyment. Subject to the provisions of this Lease, Landlord covenants that Tenant, on paying the rent and performing the covenants of this Lease on its parts to be performed, shall and may peaceably and quietly have, hold and enjoy the Premises for the Term of this Lease. QUIET ENJOYMENT So long as the Tenant shall perform and observe all the covenants, agreements and undertaking of this Lease on the Tenant's part to be performed and observed, the Tenant shall have quiet, peaceful and unin- terrupted possession, use and enjoyment of the Premises. LANDLORD'S TITLE, AUTHORITY AND QUIET ENJOYMENT Landlord covenants and represents that it has good and marketable title to the building and the land thereunder free and clear of all ground leases, liens and encumbrances affecting the premises or the rights granted to Tenant hereunder, except. In the event this Lease or the leasehold estate created hereunder is subject to the prior right of any mortgagee or ground Lessor, then Landlord shall secure from such mortgagee or Lessor an agreement in writing wherby Tenant, so long as Tenant is not in default hereunder, may remain in possession of the Premises pursuant to the terms hereof and without any diminution of Tenant's rights should Landlord become in default with respect to such mortagage or ground lease or should the Premises become the subject of any action to foreclose any mortgage or to dispossess. QUIET ENJOYMENT. Landlord warrants that it has full right and power to execute and perform this Lease and to grant the estate demised herein and that Tenant, on payment of the rent and performing the covenants herein contained on its part to be kept and performed, shall peaceably and quietly have, hold and enjoy the premises during the full term of this Lease and any extension or renewal hereof. Provided, however, that Tenant accepts this Lease subject and subordinate to any recorded mort- gage, construction mortgage, deed of trust or other lien or security interest presently existing upon the entire premises. Landlord is hereby irrevocably vested with full power and authority to subordinate to any recorded mortgage, construction mortgage, deed of trust or other lien or security interest presently existing upon the entire premises. Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest hereunder to any mortgage, construction mortgage, deed of trust or other lien or security interest presently exisiting upon the entire premises. Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest hereunder to any mortgage, construction mortgage, deed of trust or other lien or security interest now existing or hereafter placed on the entire premises or premises or this Lease, and its proceeds. Tenant agrees, upon written demand of Landlord to execute such further instruments subordinating Tenant's interest under this Lease as Landlord may request, provided any such subordination of Tenant shall be upon the express condition that this Lease shall be recognized by the mortgagee or secured party and that the rights of Tenant shall remain in full force and effect during the term of this Lease so long as Tenant shall continue to keep and perform all of the covenants of this Lease, on its part to be kept and performed. USE AND SURRENDER LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE Tenant agrees not to occupy or use, or permit any portion of the leased premises to be occupied or used for any business or purpose which is unlawful, disreputable or deemed to be extra-hazardous on ac- count of fire, or permit anything to be done which would in any way increase the rate of fire or liability or any other insurance coverage on said building and/or its contents. Use. Tenant shall occupy and use the Premises for general of- fice purposes only. 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 public law, ordinance or governmental regulation which may be dangerous to persons or property, or which may invalidate or increase the amount of premiums for any policy of insurance carried on the Building or covering its operation or violate the terms thereof. Provided, however, that if any additional amounts of insurance premiums are caused by Tenant's occupancy or use of the Premises, Tenant shall pay to Landlord said additional amounts. Tenant, at its sole expense, shall comply with all rules, regulations and requirements of the Illinois Inspection and Rating Bureau. Tenant shall not do or permit anything to be done upon the premises, or bring or keep anything threon which is in violation of rules, regulations or requirements of the __________ Fire Department, _______ authority having jurisdiction over the Building. Tenant shall not do or permit anything to be done upon the Premises which in any way may create a nuisance, disturb any other tenant of the Building or the occupants of neighboring property or injure the reputation of the Building. Tenant shall not use the Premises for housing accommodations, for lodging or sleeping purposes or for any immoral or illegal purposes. Tenant shall not at any time do or permit any of the following to be done in the Premises or the Building: the manufacture, sale, purchase, use or gift of any spirituous, fermented, intoxicating or alcoholic liquors or the cooking or sale of food in any form. USE AND CARE OF PREMISES Section 1. Prior to taking possession of the demised premises hereunder, Lessee will have inspected said premises and the improvements thereon and will acknowledge that said premises are found to be in a safe and satisfactory condition. By reason of the fore- going, and without further documentation, Lessee is hereby and __________________ herewith subrogated, without recourse against said Lessor, its agents or beneficiaries, to all rights and claims, if any, Lessor shall at any time, during the term of this lease, have against subcontractors, and any other person or entity having any re- sponsibility for construction of the leased premises, by reason of de- fective construction of such leased premises or the use and installation of defective materials and equipment therein and Lessor in such case shall make all warranties available to Lessee. Lessee, upon giving ing Lessor proper indemnity, may make claims and institute proceedings against all such persons and available to Lessee. Lessee, upon giving Lessor proper indemnity, may make claims and institute proceedings against all such persons and entities in the name of the Lessor or in its own name and Lessor agrees to execute at the request of Lessee, any instruments necessary to evidence such subrogation. Lessee covenants and agrees that it will not use or permit any person to use said de- mised premises or any part thereof for any use or purposes in violation of the laws of the United States, the State of _____________ the ordinances or other regulations of any municipality in which said premises are situated, or of any other lawful authorities, nor shall Lessee use or permit, or suffer any person to use said premises or any buildings theron for the manufacture or sale of intoxicating liquor of any kind, character or descripion whatsoever. That during said term it will keep said demised premises and every part thereof in all buildings at any time situated thereon in a clean and wholesome condition and generally that it will in all respects and at all times fully comply with all lawful health and police regulations. Also that it will keep the improvements at any time situated upon the demised premises and all sidewalks and areas adjacent thereto, as well as in the area thereof, safe, secure and conformable to the lawful and valid re- quirements of any municipality in which said premises may be situated and of all other public authorities. It will make at its own expense all additions, improvements, alterations and repairs on the demised premises and on and to the appurtenances and equipment thereof required by any lawful authorities or which may be made necessary by the act or neglect of any other person or corporation (public or private). Upon the termination of this lease by lapse of time or sooner ter- mination in any way will yield up said premises and building thereon to Lessor, in good condition and repair, ordinary wear excepted, and will deliver the keys therefor at the then place of payment of said rent. Lessor shall be obligated to comply with requirements of all lawful authorities in force at the time of the commencement of the term of this lease. Lessee will, without injury to the roof, remove all snow and ice from the same when necessary, and will keep the Lessor and its beneficiaries harmless and indemnified during the term of this lease against any loss, damage, cost or expense by reason of the failure so to do in any respect or by reason of any accident, loss or damage resulting to persons or property from any use which may be made of said premises or of any improvements at any time situated thereon or by rea- son of any accident, loss or damage resulting to persons or property from any use which may be made of said premises or of any improvements at any time situated thereon or by reason of or growing out of any act or thing done or omitted to be done upon said premises or in any build- ing at any time situated thereon except where resulting from negli- gence of Lessor or its agents. Lessee covenants that it will save, hold and keep the Lessor and the demised premises free and clear of and from any and all claims, demands, penalties, liabilities, judgments, costs and expenses, including reasonable attorneys' fees, arising out of any damage which may be sustained by adjoining property or adjoining owners or other persons or property in connectin with any remodeling, altering or repairing by the Lessee or its agents, of any building or buildings on the demised premises or the erection of any new building or buildings thereon. Section 2. Lessee shall at all times during the term hereof, carry and maintain, for the mutual benefit of the Lessor and its bene- ficiaries, and of the Lessee, general public liability insurance against claims for personal injury, death or property damage, oc- curring in, on or about the demised premises or property or in, on or about the streets, sidewalks or premises adjacent to the demised premises, such insurance to afford protection to the limit if not less than _____________ with respect to property damage, and will also carry, for the mutual benefit of the Lessor and of the Lessee, steam boiler insurance on any and all steam boilers, pressure boilers and other such apparatus in such amounts as the Lessor may from time to time reasonably require. The Lessee shall furnish Lessor with a dupli- cate certificate or certificates of such insurance policy or policies, stating therein the number of each such policy, the name of the insurer, the amount of insurance under each such policy and the date of expiration of each such policy, and shall from time to time, whenever required, satisfy the Lessor that such policy or policies is or are in full force and effect. Section 3. In case any action or proceedings shall be commenced against the Lessor growing out of any loss, cost, damage or expense, specified in section 2 of this Article, Lessor may give written notice of the same to the Lessee and thereafter Lessee shall assume and dis- charge all obligation to defend the same and save and keep harmless the Lessor from all expense, counsel fees, costs, liabiities, judgments and executions in any manner growing out of, pertaining to, or connected therewith. Section 4. Lessee shall use and occupy the demised premises for and for no other purposes. If any changes are required in the building on the demised premises, structural or otherwise, under any laws, ordi- nance or regulations of any lawful authorities at anytime hereafter in force and effect or the Board of Fire Underwriters or otherwise, Lessee shall, at its own expense, comply with any such requirements, including the maintenance of equipment and offices, and shall not use the premises for any purpose or permit any other condition to exist which will injure the reputation of the premises. Lessee shall have the ex- clusive right to place the name of its business, advertisements, and illuminated signs on any portion of the exterior and interior of the leased premises and of the improvements which may be situated thereon. Provided, however, that nothing herein contained shall permit Lessee to paint any signs or advertising matter on any of the exterior walls of the building on the demised premises. Provided, further, that upon the termination of this lease, by lapse of time or sooner ter- mination, Lessee at its own expense, shall remove all such advertisements and illuminated signs and restore the building, both ex- terior and interior, to its original condition. The Premises may be used and occupied for any lawful purpose, including by way of specification (but without limiting the generality of the foregoing, offices, data processing, research and development, and customer service demonstration suites. Landlord covenants that there are no zoning ordinances or other prohibitions restricting or limiting the use of the Premises for the purpose herein specified. Should any law, regulation or other governmental order restrict or limit Tenant's use of the Premises, then Tenant may cancel this Lease upon written notice to Landlord within (90) days following that date upon which Tenant shall have no further obligation to Landlord either hereunder or otherwise. In addition, Tenant may, if Tenant so elects, install and operate vending machines for Tenant's sole use to dispense hot and cold beverages, ice cream, candy, food and cigarettes. Such machines shall be maintained in neat and sanitary condition and shall comply with all applicable laws and ordinances. Landlord covenants and represents that it has good and market- able title to the premises, subject to no restrictions or encumbrances except as herein set forth, and that so long as Tenant pays the rent reserved hereunder and performs the covenants herein on its part to be performed, Tenant shall and may peaceably have, hold and enjoy the premises for the term aforesaid and for any extension or renewal there- of. Landlord and Tenant agree that the premises shall be used for the following purposes. Office, sales, storage, warehouse, repairs, service department, light manufacturing and for all other uses and purposes in connection with the business of Tenant, its parent, divisions, subsidiaries, affiliates and joint ventures. and for other activities necessary, appropriate or incidental thereto. Landlord covenants, warrants and represents that the demised premises are zoned for the aforesaid purposes and uses and Tenant agrees not to use or occupy or suffer or permit said premises, or any part thereof to be used in any other manner or occupied for any other purpose not permitted by law, or in any way which may constitute a nuisance to the neighborhood. USE OF THE PREMISES. The Leased Premises may be used for ______________________________ or any other lawful purpose. The premises shall not be used for any illegal purpose; nor in any manner to create any nuisance or trespass; nor in any manner to vitiate the insurance on the premises. USE OF PREMISES. Tenant shall use and occupy the Premises as an office for the following type of business: __________________________________________ USE Tenant may use and occupy the Demised Premises for all lawful business purposes. Tenant shall have the right to use in common with other Tenants of the building of which the Demised Premises are a part, all common areas, including but not limited to, stairways, sidewalks, halls, entrances, exits, restrooms, parking lots, elevators and other similar or related facilities. Tenant shall not obstruct the use by others of such common areas. Landlord warrants that it has the right and is authorized to lease the demised Premises to Tenant under the terms and conditions set forth in this Lease. Landlord warrants that Tenant, upon performing its obligations under this Lease, may freely, peaceably and quietly occupy and enjoy the Demised Premises without interference of any kind. USE. Tenant shall use and occupy the premises solely for warehousing, light manufacturing, fabrication, offices and any rea- sonable use ancillary thereto. Tenant shall not use the premises in any manner or for any purpose contrary to any applicable law, ordinance or regulation. Tenant shall not be obligated to comply with any law that requires alterations, maintenance or restoration to the premises unless the alterations, maintenance or restoration are required as a result of Tenant's particular and specific use of the premises at the time. Landlord shall make any alterations, maintenance or restoration to the premises required by such laws that Tenant is not obligated to make. Lease Termination At the termination of this lease by lapse of time or otherwise, Tenant shall. Surrender Keys: Surrender all keys of the Premises to Landlord and make known to Landlord the explanation of all combination locks re- maining on the Premises. Return of Premises: Return to Landlord the Premises and all equipment and fixtures of Landlord in as good condition as when Tenant originally took possession, ordinary wear and loss or damage by fire or other cas- ualty excepted, failing which Landlord may restore the Premises, equip- ment and fixtures to such condition and Tenant shall pay the cost thereof. Removal of Additions: Promptly remove the installations, additions, non-trade fixtures and improvements placed in the Premises by Tenant failing which at the election of Landlord, Landlord may remove the same and Tenant shall pay the cost of such removal and of any necessary re- storation of the Premises. Upon acceptance by Landlord, installations, additions, hardware, non-trade fixtures and improvements, and equipment belonging to Tenant, in or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant. Property Presumed Abandoned: Presumably have abandoned all Tenant's fixtures, installations, and personal property not removed from the Premises upon termination, and not required by Landlord to have been removed as provided herein and title thereto shall pass to Landlord under this Lease as by a Bill of Sale. SURRENDER OF POSSESSION. Upon the expiration of the term or upon the termination of Tenant's right of possession, whether by lapse of time or at the option of Landlord as herein provided, Tenant shall forthwith surrender the Premises to Landlord in good order, repair and condition, ordinary wear excepted, and shall, if Landlord so requires, restore the Premises to the condition existing at the beginning of the Term. Any interest of Tenant in the alterations, improvements and additions to the Premises made or paid for by Landlord or Tenant shall, without compensation to Tenant, become Landlord's property at the termination of this lease by lapse of time or otherwise and such alteration, improvements and additions shall be relinquished to Landlord in good condition, ordinary wear excepted. Within seven (7) days prior to the termination of the term or of Tenant's right of possession Tenant shall remove office furniture, trade fixtures, office equipment and all other items of Tenant's property on the Premises. Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Premises and to the building caused by any such removal. If Tenant shall fail or refuse to remove any such property from the Premises, Tenant shall be conclusively presumed to have abandoned the same. Title thereto shall thereupon pass to Landlord without any cost either by set-off, credit, allowance or otherwise, and Landlord may at its option accept the title to such property or at Tenant's expense may (i) remove the same or any part in any manner that Landlord shall choose, repairing any damage to the Premises caused by such removal, and (ii) store, destroy or otherwise dispose of the same without incurring liability to Tenant or any other person. Acts Subsequent to Termination No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit or final judgment for possession shall reinstate, continue or extend the term of this Lease or affect any such notice, demand, suit or judgment. SURRENDER At the expiration or other termination of this Lease, Tenant shall sur- render the Demised Premises to Landlord in good order and condition ex- cept for ordinary wear and tear, damage by fire and other casualties and damage caused by Landlord. SURRENDER Upon any termination or expiration of this Lease, Tenant shall surrender the Premises in the same condition as existed at the commencement of the term, except for normal wear and tear and damage caused by the elements, casualty, or any other cause for which Tenant might be liable, except that Tenant shall have the right but not the obligation to remove any and all improvements and alterations made to the Premises by Tenant or at Tenant's expense. Lease Termination. At the termination of this Lease by lapse of time or otherwise. A. Surrender of Keys. Tenant shall surrender all keys of the Premises to Landlord and make known to Landlord the explanation of all combination locks remaining on the Premises. B. Return of Premises. Tenant shall return to Landlord the Premises and all equipment and fixtures of Landlord in as good a con- dition and state of repair as when Tenant originally took possession subject, however, to (a) the provisions of paragraphs C and D of this Section , (b) ordinary wear and loss or damage by fire. (c) other casualty covered in Section hereof, failing which Landlord may restore the Premises, equipment and fixtures to such condition and state of repair and Tenant shall, upon demand, pay to Landlord the cost thereof. C. Removal of Additions. All installations, additions, hardware, non-trade fixtures and improvements temporary or permanent, except movable furniture and equipment belonging to Tenant, in or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant. Provided, however, that if prior to such termination or within ten days thereafter Landlord so directs by notice, Tenant shall promptly remove the installations, ad- ditions, hardware, non-trade fixtures and improvements, placed in or upon the premises by Tenant and designated in the notice, failing which Landlord may remove the same and Tenant shall, upon demand, pay to Landlord the cost of such removal and of any necesary restoration of the Premises. D. Floor Covering. Tenant may remove any floor covering en- tirely paid for and laid by Tenant provided Tenant, (a) removes all fastenings, paper, glue, bases and other vestiges thereof and restores the floor surface to its previous condition, or (b) pays to Landlord, upon demand, the cost of restoring the floor surface to such condition. E. Property Presumed Abandoned. All fixtures, installations, and personal property belonging to Tenant not removed from the Premises upon termination of this Lease and not required by Landlord to have been removed as provided in Paragraph C of this section , shall be conclusively presumed to have been abandoned by Tenant and Title there- to shall pass to Landlord under this Lease as by a bill of sale. TAXES TAXES, ETC. Landlord shall pay all real estate taxes, assessments, water and sewer rates and charges, and any other charges which may be levied, as- sessed or charged against the Building and/or the land upon which the Building is situated. Landlord shall further make all payments re- quired to be made under the terms of any mortgage or deed of trust which is now or hereafter a lien on the Building or the land thereunder which is superior to this Lease. Landlord shall pay and discharge, or cause to be paid and dis- charged, within the time required by law, all taxes and assessments levied or assessed against the premises or any portion thereof. Tenant shall have the right, upon Landlord's failure to pay such taxes or as- sessments, to pay the same and deduct the amounts thereof from the rent then or thereafter due under this lease, but without obligation upon Tenant to pay same. Landlord shall, upon request, exhibit to Tenant written receipts for payment of such taxes and assessments. TAXES AND INSURANCE. Landlord shall pay all real property taxes, (including general and special assessments thereon) and all insurance premiums for insurance required to be maintained by Landlord as provided in Paragraph 11 hereinafter contained, provided, however, Tenant shall pay its proportionate share each year of all such real property taxes and such insurance premiums upon Landlord's notification to Tenant of its share together with appropriate documentation of the tax levies and insurance premiums. "Proportionate share" is defined as Tenant's rentable warehouse floor area prorated to the rentable ware- house floor area of the entire premises assessed and insured, which proportionate share initially is fifty per cent (50%). Tenant shall not be responsible for (1) increases in real property taxes at- tributable to additional improvements to the entire premises unless the additional improvements are constructed by or for Tenant's direct bene- fit or (2) increases in insurance premiums due to uses by any Tenant or tenants of the remainder of the warehouse structure of which the premises are a part for operations requiring an increase in insurance premiums. Tenant shall not be required to pay any municipal, county, state, or federal income, franchise taxes, or transfer taxes of Landlord. Tenant shall pay all taxes, assessments, license fees and other charges that are levied and assessed against Tenant's personal property installed or located in or on the premises. If Landlord shall fail to make any payment due in respect of a tax or other governmental charge or in respect of mortgage principal or interest, or shall fail to remove any other lien or charge which may jeopardize Tenant's right to possession of the premises, Tenant may give notice thereof to Landlord. If Landlord shall fail to cure any such default or remove any such lien or charge within five (5) days from the sending of such notice, Tenant shall have the right to cure any such default or remove any such lien or charge on Landlord's behalf and be reimbursed for any such payment by Landlord, with interest at the rate of six percent (6%) per annum from the date of any such pay- ment. In the event such reimbursement is not made by Landlord within thirty (30) days of any such payment by Tenant, Tenant shall have the right to off-set its claim therefor against subsequently accruing rent hereunder and, if and to the extent necessary, to extend the term of this lease until such claim shall have been liquidated. TAXES AND ASSESSMENTS Section 1. Lessee shall pay, as additonal rent for the demised premises, all taxes and assessments general and special, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever. This may be levied, assessed or imposed upon said premises or any part thereof or upon any building or improvements at any time situated thereon or levied or assessed upon the interest of the Lessor in or under this lease, after the commencement of the lease term, including installments of special assessments for improvements completed falling due or becoming payable during the term of this lease. All of which said taxes, assessments, water rates and other impositions shall be paid by the Lessee before they shall respectively become delinquent and in any case within apt time to prevent any sale or forfeiture of said demised premises therefor or for any part there- of. With respect to any special taxes or assessments which may be levied to be payable in installments, the Lessee shall be required to pay only those installments plus accured interest, if any, which fall due during the term of this lease. The general taxes for the first year and those of the first year of the term hereof shall be prorated equitably between the parties hereto, Lessee to pay the proportion of said general taxes due for the number of such months, respectively, during which it shall be entitled to possession of said premises here- under, and general taxes for the last year of the lease term hereof shall be prorated on the basis of the then last available tax bills. Section 2. Nothing in this article contained shall be con- strued to require the Lessee to pay any franchise, inheritance, estate, succession or transfer tax of the Lessor or any income or excess profits tax assessed upon or in respect of the income of the Lessor or chargeable to or required to be paid by the Lessor unless such tax shall be specifically levied against the income of the Lessor derived from the rent by this lease reserved. Expressly and as for a specific substitute for the taxes, in whole or in part, upon the real estate by this lease demised or the improvements situated thereon, all of which taxes so specifically levied the Lessee shall pay as so much additional rent as and when the same become due and payable. Provided, however, that if the amount or rate of any such income or excess profits tax so levied against the income of the Lessor, as a specific substitute for the taxes on the real estate by this lease demised or the improvements at any time situated thereon shall be increased by reason of any other income received or property owned by the Lessor. Then the Lessee shall not be obligated to pay such increased amount but only so much of such tax as the Lessor would be obligated to pay in case it derived no in- come from any source other than the real estate hereby demised. Section 3. Lessee shall deliver to the Lessor from time to time, duplicate receipts or photostatic copies thereof showing the payments for all said taxes, assessments, water rates, and other impositions, such delivery to be made within thirty (30) days after evidence of such respective payments is available. Section 4. The Lessor shall, at its option, have the right at all times during the term hereof to pay any taxes, assessments, water rates or other charges or impositions upon the demised premises or any inter- est therein or any other charge, tax or imposition herein required to be paid by the Lessee remaining unpaid after the same shall have become delinquent, and to pay, cancel and clear off all tax sales, liens, charges and claims upon or against said demised premises. To redeem said premises from the same or any of them from time to time, and the amounts so paid, including reasonable expenses, shall be so much ad- ditional rent due from the Lessee to the Lessor at the next rent day after any such payment, with interest at the rate of % percent per annum from a date fifteen (15) days after payment thereof by the Lessor until the repayment thereof to the Lessor by the Lessee. Section 5. All other provisions of this lease to the contrary notwithstanding, Lessee shall not be required to pay, discharge or remove any tax, assessment, tax lien or other imposition or charge upon or against said demised premises or any part thereof or the improvements at any time situated thereon so long as Lessee shall in good faith and with due diligence contest the same or the validity thereof. By appropriate legal proceedings which shall have the effect of preventing the colleciton of the tax, assessment, tax lien or other imposition or charge so contested and the sale or forfeiture of said premises or any part thereof or any interest therein to satisfy the same. Provided that pending any such legal proceedings Lessee shall upon request of Lessor, deposit with the Lessor cash or government bonds satisfactory to the Lessor in an amount equal to but not less than one hundred twenty-five percent (125%) of the amount of the tax, as- sessment, tax lien or other imposition or charge, and such additional amounts from time to time as may be necessary to keep on deposit at all times an amount equal to one hundred twenty-five (125%) of said taxes, assessments, tax liens or other impositions, and all interest and pen- alties thereon so contested. Pending the diligent prosecution of any such legal proceedings, and provided Lessee has maintained the deposit above provided for, Lessor shall not have the right to pay, remove or discharge the tax, assessment, tax lien or other imposition or charge so contested. The cash or government bonds so deposited shall be held by the Lessor until said premises shall have been released and dis- charged from any such tax, assessment, tax lien or other imposition or charge, and shall thereupon be returned to the Lessee less the amount of any loss, cost, damage and reasonable expense that Lessor may sus- tain in connection with the tax, assessment, tax lien or other imposi- tion or charge so contested. Provided, however, that if Lessee fails to prosecute such contest with due diligence, or fails to maintain said deposit as above provided, or if Lessee is otherwise in default under the provisions of this lease, Lessor may use the cash or government bonds so deposited to pay any item for which Lessor would be entitled to make advances under Section 4 of this Article, or to cure any other such default of Lessee. Section 6. In the event that Lessee at any time institutes suit to recover any tax, assessment, tax lien or other imposition or charge paid by Lessee under protest in Lessor's name, Lessee shall have the right, at its own sole expense, to institute and prosecute such charge paid by Lessee under protest in Lessor's name, Lessee shall have the right, at its own sole expense, to institute and prosecute such suit or suits in Lessor's name, in which event Lessee covenants and agrees to indemnify Lessor and save it harmless from and against all costs, charges or liabilities in connection with any such suit. All funds re- covered as a result of any such suit shall belong to the Lessee. Security Deposit. As additional security for the faithful and prompt performance of its obligations hereunder, Tenant has concur- rently with the execution of this Lease paid to Landlord's said mana- ging Agent the sum of $________________. Said security deposit need not be segregated and may be applied by Landlord for the purpose of curing any default or defaults of Tenant hereunder, in which event Ten- ant shall replenish said deposit in full by promptly paying to Landlord on demand the amount so applied. Landlord shall not pay any interest on said deposit, except as required by law. If Tenant has not de- faulted hereunder and Landlord has not applied said deposit to cure a default, or Landlord has applied said deposit to cure a default and Tenant has replenished the same, then said deposit, or such remaining portion thereof, shall be paid to Tenant after the termination of this Lease. Said deposit shall not be deemed an advance payment of Rent or a measure of Landlord's damamges for any default hereunder by Tenant. SECURITY DEPOSIT. Tenant hereby deposits with Landlord the sum of ______________ ____________________________________ DOLLARS ($__________________), (hereinafter referred to as "Collateral"), as security for the prompt, full and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. A. If Tenant fails to perform any of its obligations here- under, Landlord may use, apply or retain the whole or any part of the collateral for the payment of (i) any Rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant's behalf in accordance with the provisions of this lease. (iii) Any sum which Landlord may expend or be required to expend by rea- son of Tenant's default, including, without limitation, any damage or deficiency in or from the reletting of the Premises as provided in Paragraph ________. The use, application or retention of the Col- lateral, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Collateral) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained by Landlord for the purposes set forth above, Tenant agrees, within ten (10) days after the written demand therefor is made by Landlord, to deposit cash with the Landlord in an amount sufficient to restore the Collateral to its original amount. B. If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Collateral, or any balance thereof, shall be returned to Tenant without interest after the expiration of the term or upon any later date after which Tenant has vacated the Premises. In the absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Collateral, or of the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant's interest in this Lease or the Collateral. In such event, upon the return of the Collateral, or the remaining balance thereof to the original Tenant, Landlord shall be completely relieved of liability under this Paragraph _______ or otherwise with respect to the Collateral. C. Tenant acknowledges that Landlord has the right to trans- fer or mortgage its interest in the Land and the Building in Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the Collateral to the transferee or mortgagee. Upon, and only upon, written acknowledge- ment of transferee's or mortgagee's receipt of such Collateral, Landlord shall thereby be released by Tenant from all liability or obligation for the return of such Collateral and Tenant shall look solely to such transferee or mortgagee for the return of the Collateral. D. The Collateral shall not be mortgaged, assigned or en- cumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. SECURITY DEPOSIT Tenant shall deposit with Landlord, upon the completion, execution and delivery of this Lease, the sum of __________________________ ($ ) to be held by Landlord, without obligation to pay inter- est thereon, as security for Tenant's covenant to pay the rental herein reserved and for the keeping and performance of all other covenants and obligations required to be kept or performed by Tenant under the terms and provisions hereof. In the event of any default on the part of Ten- ant in the payment of said rental, or in the keeping of performance of any of the other covenants required to be kept or performed by Tenant, Landlord shall have the right, but not the obligation, to apply said security deposit, or any portion thereof, to cure such default. In the event the security is reduced by reason of such application, then within five (5) days after notice thereof from Landlord, Tenant shall deposit with Landlord such sum as may be necessary to restore the security deposit to the original amount. In the absence of any default on the part of the Tenant, Landlord shall repay the said security deposit without deduction, to Tenant promptly upon the termination of this Lease, but if the security deposit has been reduced to cure any default on the part of Tenant, and has not been restored to its origi- nal amount, the remainder of the security deposit if any, shall be promptly paid to Tenant upon termination of this Lease. MAINTENANCE AND REPAIRS FIXTURES Section 1. All of Lessee's trade fixtures and all personal property, fixtures, apparatus, machinery and equipment, including signs now or hereafter located in or upon the demised premises and owned by the Lessee shall be and remain the personal property of the Lessee and the same are herein sometimes referred to as "Lessee's equipment". Section 2. Lessee's equipment may be removed from time to time by Lessee, and at the termination of the lease, shall be removed. Provided, however, that if such removal shall injure or damage the premises, Lessee shall repair the damage and place the premises in the same condition as it would have been if such equipment had not been installed (reasonable wear and tear excepted). REMOVAL OF FIXTURES. Lessee may, within thirty (30) days fol- lowing the expiration of this lease, or any extension thereof, remove all fixtures and equipment which it has placed in the Premises, provided Lessee repairs all damage to the Premises caused by such re- moval and provided further Lessee shall be responsible for the pro- rated amount of rental during the period of removal. Tenant shall have the right to install in and upon the premises, at its own expense, trade fixtures, heating equipment, fans, air-conditioning equipment, alarm systems, lighting fixtures, shelving, movable partitions, and other equipment required for or convenient in connection with the conduct of its business, and Tenant may remove the same from the premises at the end of the aforesaid term or any ex- tension or renewal thereof or upon other expiration thereof, and shall at its own expense repair any damage to the premises caused by such removal. Exterior Maintenance The Landlord shall maintain in good repair and keep clean the park- ing area, and all driveways and walks in front of or adjacent to the building, and shall use all reasonable efforts to promptly remove all ice and snow therefrom. CARE OF THE LEASED PREMISES Tenant agrees not to commit or allow any waste or damage to be committed on any portion of the leased premises, and at the termination of this lease, by lapse of time or otherwise, to deliver up said leased premises to Landlord in as good condition as at date of possession by Tenant, ordinary wear and tear excepted, and upon such termination of this lease, Landlord shall have the right to re-enter and resume pos- session of the leased premises. REPAIRS BY TENANT Tenant agrees as its own cost and expense, to repair or replace any damage or injury done to the Building, or any part thereof, caused by Tenant or Tenant's agents, employees, invitees, or visitors. Provided, however, if Tenant fails to make such repairs or replacement promptly, Landlord may, at its option, make repairs or replacements, and Tenant shall repay the cost thereof to the Landlord on demand, sub- ject to Article , Paragraph . REPAIRS BY LANDLORD Tenant agrees that unless otherwise stipulated herein, Landlord shall not be required to make any improvements to or repairs of any kind or character on the leased premises during the term of this lease, except such repairs as may be deemed necessary by Landlord for normal maintenance operations. The obligation of Landlord to maintain and repair the leased premises shall be limited to building standard items. Special leasehold improvements (that is, improvements which are above building standard or other than building standard) will, at Ten- ant's written request, be maintained by Landlord at Tenant's expense, at a cost or charge equal to such costs (if any) incurred in such maintenance in excess of the costs Landlord would have incurred in such maintenance if such improvements had been building standard, plus an additional charge to cover overhead. MAINTENANCE Landlord, at its sole cost and expense, shall maintain and keep in good repair the entire building of which the Demised Premises are a part, including, but not limited to, the roof; exterior and struc- tural portions of the building. elevators; electrical systems; duct work; pipes; plumbing equipment, systems and fixtures; heating, ven- tilating and air conditioning systems and fixtures; and all necessary apparatus pertaining to the foregoing. If Landlord fails to maintain the building as required by this paragraph, Tenant may make required repairs and deduct all costs and expenses related thereto from rents due under this Lease. REPAIRS AND REPLACEMENTS Section 1. The Lessee, at its own expense, shall keep the building or buildings on the demised premises at all times in good repair, order and condition. In case of damage to or destruction of any building or improvement on the demised premises or of the machinery, fixtures and equipment thereof, by fire or other casualty, Lessee shall promptly, at its own expense, repair, restore or rebuild the same. Provided that upon the completion of such repairs, restoration or rebuilding, the value and rental value of the buildings and improvements upon the de- mised premises shall be substantially equal to the value and rental value of the buildings and improvements thereon immediately prior to the happening of such fire or other casualty. Section 2. Lessee shall have, at its own expense and subject to the conditions hereof, the right at any time and from time to time dur- ing the term of this lease to make such changes, alterations, structural or otherwise, to the building or buildings, improvements, fixtures and equipment on the demised premises, and to erect, place or install upon the demised premises buildings, structures, improvements and equipment in addition to those now or hereafter located thereon. Section 3. Lessee shall not make any structural change or alterations involving a reasonably estimated cost of unless before any such work shall have been commenced (a) plans and specifications therefor prepared by a reputable licensed architect shall have been submitted to and approved by the Lessor, which approval shall not be unreasonably withheld. (b) Lessee shall have furnished to Lessor an estimate of the cost of the proposed work, certified to by the architect by whom such plans and specifications shall have been prepared. (c) Lessee shall upon re- quest of Lessor either have furnished to Lessor a bond on which Lessee shall be principal and a surety company, authorized to do business in the state in which the demised premises are situated and satisfactory to the Lessor, shall be surety. Which bond shall be in form satisfactory to the lessor, conditioned upon the completion of a payment in full for such work within a reasonable time, subject, however, to delays occasioned by strikes, lockouts, acts of God, governmental restrictions, or similar causes beyond the control of the Lessee, or other security satisfactory to Lessor to insure payment for and completion of all work free and clear of liens. Repairs The Landlord shall, at its sole cost and expense, make all repairs in and to the building and Premises, except when the disrepair (ex- clusive of any disrepair resulting from fire, smoke or explosion) is directly attributable to the negligence of the Tenant, its servants, agents, employees, guests or invitees. In the event of breakdown or needed repairs to the Premises and equipment herein referred to, the Tenant shall notify the Landlord or its agent of such breakdown or needed repairs and the Landlord shall promptly cause such repairs and/or replacements to be made. the Tenant shall permit the Landlord and authorized representatives of the Landlord to enter the Premises at times convenient to the Tenant or necessary for the purpose of inspect- ing, making any repairs and performing any work therein as may be necessary for the Landlord to comply with the provisions of this Arti- cle. The Landlord, in the performance of any such work shall cause as little inconvenience, annoyance, disturbance or damage to the Tenant as may reasonably be possible under the circumstances. REDECORATING Every two (2) years during the term hereof, Landlord, at Tenant's request and at Landlord's sole expense, shall. (a) Repaint the Premises with two (2) coats of prime quality paint. Repainting shall be performed in a workmanlike manner with a minimum of interference with Tenant's normal business operations. (b) Replace all worn carpeting. MAINTENANCE AND REPAIRS Landlord shall, at Landlord's sole expense, maintain and repair the Premises and the Building and parking area in a first-class condition. Upon notification by Tenant, Landlord shall promptly repair any damage to or defect in the Premises and the building. Provided however, that if such damage is occasioned by fault or neglect of the Tenant (except as provided in paragraph hereof). There shall not be in effect at the time such damage occurred a policy or policies of insurance insuring Landlord against any loss resulting from such damage, then Tenant shall reimburse Landlord for the cost of repairs, or if the proceeds of such insurance are insufficient to cover the cost of such repairs, then Tenant shall reimburse Landlord the difference between such cost and the proceeds which Landlord received. REPAIRS. Tenant will, at Tenant's own expense, keep the Premises in good order, repair and condition at all times during the term, and Tenant shall promptly and adequately repair all damage to the premises and re- place or repair all damaged or broken fixtures and appurtenances, under the supervision and subject to the approval of the Landlord, and within any reasonable period of time specified by the Landlord. If the Tenant does not do so, Landlord may, but need not, make such repairs and re- placements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental author- ity of court order or decree. MAINTENANCE AND REPAIR. Landlord, at its expense, will maintain in good order and repair all structural portions of the premises, includ- ding the roof and exterior walls, floor structures, pipes and conduits, and utility installations provided by Landlord. Landlord shall also make all repairs to the interior of the premises which may be of a structural nature or which are caused by structural failures or move- ment, repairs to the interior of the premises made necessary by leakage of the roof or by leakage of any utility installation initially provided by Landlord, but not until notified by Tenant in writing that such repairs are necessary. Provided, however, that Landlord shall not be obligated to make any repairs for any such structural damages or leakages or damages to pipes, conduits or utility installations, caused by Tenant, its agents or employees, all of which latter repairs shall be the obligation of the Tenant. Landlord shall resurface the driveway and parking areas of the premises when necessary. All repairs to be made hereunder by Landlord shall be made with dispatch and in such a manner and at such time as to cause the least possible inconvenience to Tenant in the conduct of its business. In the event that the making of any such repairs causes a substantial interference with the operation of the business of Tenant in the premises, then there shall be a proportionate abatement of rent hereunder to the extent that Tenant is necessarily required to discontinue its business by reason of such repairs, subject, however, to the provisions of Paragraph here- inafter contained. Tenant shall keep the interior of the premises in good con- dition and repair, at its expense, excepting for ordinary wear and tear, obsolescence and damage by fire, act of God or the elements, and such repairs as under this Lease Landlord is required to make. If the premises are part of an entire building containing general systems of electricity and plumbing, Tenant shall have no responsibility to main- tain and repair the same beyond the premises, nor for any portions thereof running through, in, or across the premises but not serving the same. On the last day of the Term hereof, Tenant will surrender the premises to Landlord in a state of good repair, reasonable wear and tear, obsolescence and damage by fire, act of God or the elements, or damage which Landlord is required to repair hereunder excepted. INSURANCE LIABILITY INSURANCE Landlord shall at its expense, maintain a policy or policies of comprehensive general liability insurance with the premiums thereon fully paid on or before due date, issued by and binding upon some solvent insurance company, such insurance to afford minimum protection of not less than $3000,000.00 in respect of personal injury or death in respect of any one occurrence and of not less than $100,000.00 for property damage in any one occurrence. CASUALTY INSURANCE Landlord shall maintain fire and extended cov- erage insurance on the portion of the Building constructed by Landlord, including additions and improvements by Tenant which are required to be made by Tenant by this lease and which have become or are to become the property of Landlord upon vacation of the leased premises by Tenant. Said insurance shall be maintained with an insurance company authorized to do business in Illinois, in amounts desired by Landlord and at the expense of Landlord and payments for losses thereunder shall be made solely to Landlord. Tenant shall maintain at its expense fire and ex- tended coverage insurance on all of its personal property, including removable trade fixtures, located in the leased premises and on all ad- ditions and improvements made by Tenant and not required to be insured by Landlord above. If the annual premiums to be paid by Landlord shall exceed the standard rates because Tenant's operations, contents of the leased premises, or improvements with respect to the leased premises beyond building standard, result in extra-hazardous exposure, Tenant shall promptly pay the excess amount of the premium upon request by Landlord. INSURANCE SECTION 1. Lessee shall at all times after commencement of the rental term, at its sole cost and expense, keep the building or buildings and improvements on the demised premises insured against all risks of physical loss for not less than the full replacement value thereof, and shall keep all such insurance in full force and effect during the entire term of this lease. Such insurance shall be procured from a responsible insurance company or companies reasonably satisfactory to the Lessor and authorized to do business in the state in which the demised premises are located, and shall provide for payment of loss thereunder to the Lessor and Lessee as their interests may ap- pear and the policies or certificates evidencing such insurance shall be delivered to the Lessor whitin sixty (60) days after the execution of this lease. Provided acceptable binders or other evidence of insur- ance in force are delivered prior to (60) days after the execution of this lease, provided acceptable binders or other evidence of insurance in force are delivered prior to commencement of the lease term, and renewals thereof shall be delivered to the Lessor at least thirty (30) days prior to the expiration dates of the respective policies. In the event Lessor at any time therafter shall cause a mortgage or trust deed to be placed against the demised premises, Lessor shall be entitled to have all appropriate insurance policies called for in this lease en- dorsed with a standard mortgagee loss payable clause, making losses, if any, payable to the mortgagee or trustee as its interests may appear. Provided, however any such mortgage or trust deed shall provide that the proceeds of any insurance, in the event of loss, shall be used to repair, restore or rebuild the demised premises so long as the Lessor is not in default under said mortgage or trust deed. Section 2. In case Lessee shall at any time fail, neglect or re- fuse to insure such buildings and improvements and to keep the same insured as hereinbefore provided, then Lessor may at its election procure or renew such insurance and any amounts paid therefor by the Lessor shall be so much additional rental due from the Lessee to the Lessor at the next rent day after any such payment, with interest at the rate of percent per annum from the date of payment thereof by the Lessor until the repayment thereof to the Lessor by the Lessee. Section 3. Not less frequently than once in each five (5) years after the commencement of the term hereof, Lessee shall furnish at its own expense to the Lessor, insurance appraisals such as are regularly and ordinarily made by insurance companies for such purpose in order to determine the then replacement cost of the building or buildings and improvements on the demised premises. In the event that at any time the parties hereto are unable to agree as to the replacement cost of the buildings and improvements, the Lessor may, at the joint and equal expense of Lessor and Lessee, procure an insurance appraisal, which ap- praisal so furnished shall then be binding upon both of the parties hereto with respect to the then replacement cost of the buildings and improvements of the demised premises. Section 4. In the event of loss under any such policy or policies, the insurance proceeds shall be paid out upon architect's certificates for the expense of repairing or rebuilding the buildings or improvements which have been damaged or destroyed. Provided, however, that it shall first appear to the satisfaction of the Lessor that the amount of insurance money on hand shall at all times be sufficient to pay for the completion of said repairs or rebuilding. Upon the com- pletion of said repairs or rebuilding free from all liens of mechanics and material men or others, any surplus of insurance monies shall be paid to and belong to the Lessee. INSURANCE At all times during the term and all extensions and renewals of this Lease, Landlord shall keep in full force comprehensive, all-risk, build- ing insurance for the full insurable value of the building against loss or damage to the building of which the Demised Premises are a part. Tenant covenants that nothing shall be done or suffered by it nor shall any substance be kept by it in the Demised Premises that will cause an increase in the fire hazard or cause the fire insurance rates thereon to be increased above their level at the beginning of the term of this Lease. Tenant and Landlord shall maintain and keep in full force during the term of this Lease and all extensions and renewals thereof, the following insurance coverages. (i) comprehensive general liability insurance covering bodily injury with limits of at least $500,000 per occurrence. (ii) comprehensive general liability insurance covering property damage with limits of at least $500,000 per occurrence. (iii) employer's liability insurance with limits of at least $500,000 per occurrence. and (iv) workmen's compensation insurance as required by law. Landlord's insurance policies required above shall provide for written notice to Tenant at least thirty (30) days prior to cancellation and Tenant's insurance policies shall provide for written notice to Landlord at least thirty (30) days prior to cancellation and Tenant's insurance policies shall provide for written notice to Landlord at least thirty (30) days prior to cancellation. Each party shall, upon the written request of the other party, provide appropriate certificates evidencing theexistence of the insurance coverages re- quired by this Lease. Neither party shall be required to repair, re- place, reconstruct or pay for any property of the other party which may be damaged or destroyed by fire, floor, windstorm, earthquake, strikes, riots, civil commotions, acts of public enemy, acts of God or other casualty, and each party hereby waives on behalf of itself and its insurer all rights of subrogation and claims against the other for all loss or damage arising out of perils normally insured against by standard fire and extended coverage insurance. INSURANCE. A. Waiver of Subrogation. Landlord and Tenant each hereby waive any and every claim for reco- very from the other for any and all loss of or damage to the Building or Premises or to the contents thereof, which loss or damage is covered by valid and collectible fire and extended coverage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies. Inasmuch as this mutual waiver will preclude the assignemnt of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to give to each insurance company which has issued or in the future may issue, to its policies of fire and extended coverage insurance, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver. B. Coverage. Tenant shall carry insurance during the entire Term insuring Tenant and Landlord (as their interest may appear) with terms, cov- erages and in companies satisfactory to Landlord, and with such increases in limits as Landlord may from time to time request, but initially Tenant shall maintain the following coverages in the fol- lowing amounts. (i) in case of personal injury to or death of any person or persons, not less than $1,000,000 for each injury or death to a person and $3,000,000 for each incident in- volving personal injury or death to persons, and, in case of property damage, not less than $1,000,000 for any one occurrence. and (ii) in case of fire, sprinkler leakage, malicious mischief, vandalism, and other extended coverage perils, for the full insurable replacement value of all additions, im- provements and alterations to the Premises which are beyond the "building standard" Tenant improvements provided by Landlord and of all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant's property on the Premises. Tenant shall, prior to the commencement of the Term, furnish to Landlord certificates evidencing such coverage, which certificates shall state that such insurance coverage may not be changed or cancelled without at least ten days prior written notice to Landlord and Tenant and shall name Landlord as an additional insured. C. Avoid Action Increasing Rates Tenant shall comply with all applicable laws and ordinances, all orders and decrees of court and all requirements of other governmental authorities, and shall not, directly or indirectly, make any use of the Premises which may thereby be prohibited or be dangerous to person or property or which may jeopardize any insurance coverage or may increase the cost of insurance or require additional insurance cov- erage. If by reason of the failure of Tenant to comply with the provisions of this Paragraph 11C, any insurance coverage is jeopardized or insurance premiums are increased, Landlord shall have the option either to terminate this Lease or to require Tenant to make immediate payment of the increased insurance premium. Waiver of Default No waiver of default of Tenant shall be implied, and no express waiver shall affect any default other than the default specified in such waiver and that only for the time and to the extent therein stated. The invalidity or unenforceability of any provision of this lease shall not affect or impair any other provision. DISCLAIMER Landlord shall not be liable or responsible to Tenant for any failure of heat, water, air conditioning, gas or electric service, or for any injury to persons or damage to property belonging to Tenant or to any property of a third party located on the Demised Premises with the con- sent of Tenant, except if such failure, injury to persons or damage to property is caused by the negligent acts, willful conduct or failure to act of Landlord, its employees, agents or contractors. The failure of Landlord or Tenant to insist upon strict perform- ance by the other of any of the covenants or conditions of this lease in any one or more instances shall not be construed as a waiver or relinquishment for the future of any of such covenants or condi- tions, but the same shall be and remain in full force and effect. No waiver of any provision of this lease shall be deemed to have been made unless in writing and signed by the party to be charged therewith. LIMITATION OF LANDLORD'S PERSONAL LIABILITY Tenant specifically agrees to look solely to Landlord's interest in the Buiilding for the recovery of any judgment from Landlord, it being agreed that Landlord shall never be personally liable for any such judgment. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or any other action not involving the personal liability of Landlord to respond in monetary damages from assets other than Landlord's interest in the Building or any suit or action in connection with enforcement or collection of amounts which may become owing or payable under or on account of insurance maintained by Landlord. It is expressly understood and agreed by Tenant that none of Landlord's covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord as trustee as aforesaid, or its beneficiaries, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building. No personal liability is assumed by, nor at any time may be asserted against, Landlord or its beneficiaries or any of its or their heirs, legal representatives, suc- cessors or assigns, all such liability, if any, being expressly waived and released by Tenant. INDEMNITY FOR LITIGATION In case the Lessor shall without fault on its part be made a party to any litigation commenced by or against the Lessee, then the Lessee shall and will pay all costs and expenses, including attorneys' fees, incurred by or imposed on the Lessor by or in connection with such litigation. Also shall and will pay all costs and expenses, includ- ing attorneys' fees, which may be incurred by the Lessor in enforcing any of the covenants and agreements of this lease, and all such costs, expenses and attorneys' fees shall, if paid by Lessor herein, be so much additional rent due on the next rent date after such payment or payments, together with interest at ____________ percent ________________ per annum from the date of payment. NON WAIVER Failure of Landlord to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, either in law or in equity. INDEMNITY Tenant shall hold Landlord harmless from liability to third parties for personal injury, death and damage to tangible property resulting directly from Tenant's negligence or willful conduct. Landlord shall hold Tenant harmless from liability to third parties for personal injury, death and damage to tangible property resulting directly from Landlord's negligence or willful conduct. WAIVER. The waiver by any party hereto of any breach or de- fault of any provision anywhere contained in this Lease shall not be deemed to be a waiver of any such provision or of any subsequent breach or default thereof. No provision of this lease shall be deemed to have been waived by any party hereto unless such waiver be in writing and signed by the party charged with any such waiver. No waiver of any breach shall affect or alter this Lease. WAIVER OF CLAIMS AND INDEMNITY (a) Tenant hereby releases and waives all claims against Landlord, the managing agent of the Building, the Landlord's beneficiaries, and said persons' agents, employees and servants for injury or damage to person, property or business sustained in or about the Building or the premises by Tenant, its agents, employees or servants, other than by reason of the negligence or willfulness of Landlord, its beneficiaries or their respective agents or employees. (b) Tenant agrees to indemnify and hold harmless Landlord, the Landlord's beneficiaries, the managing agent of the Building and said persons' agents, employees and servants against any and all claims, de- mands, costs and expenses of every kind and nature, including rea- sonable attorneys' fees. Arising from Tenant's occupancy of the Premises or from any breach or default on the part of Tenant in the performance of any agreement of Tenant to be performed pursuant to the terms of this lease, or from any act or neglect of Tenant, any sub- Tenant, their respective employees, agents, guests, servants, invitees or customers in or about the premises. In case any such proceeding is brought against any of said persons, Tenant covenants to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Landlord, if reguested by Landlord. Waiver of Certain Claims Tenant waives and releases all claims against Landlord, its of- ficers, directors, agents, employees and servants, in respect of, and they shall not be liable for injury to person or damage to property or loss of business sustained by Tenant or by any occupant of the Premises of the building, or any other person occurring in or about the building or the Premises resulting directly, or indirectly, from any existing or future condition, defect, matter or thing in the Premises, the building or any part of it, or from equipment or appurtenance therein, or from accident, or from any occurrence, act, or from negligence or omission of any Tenant or occupant of the building, or of any other person. But nothing in this article shall be deemed to relieve Landlord from liability for damages for injuries to person or property caused by or resulting from the negligence of Landlord, its agents, servants or em- ployees. This article shall apply especially, but not exclusively, to damage caused as aforesaid or by the flooding of basements or other subsurface areas or by refrigerators, sprinkling devices, air con- ditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or omission of other Tenants, occupants or servants of the building or of any other persons, and whether such damage be caused or result from any thing or circumstance above mentioned, or any other thing or circumstance whether of a like or wholly different nature. If any such damages to the Premises or to the building or any equipment or appurtenance therein, or to Tenants thereof, results from any act or omission or negligence of Tenant, its agents, employees or invitees, Landlord may, at Landlord's option, repair such damage and Tenant shall, upon demand by Landlord, reimburse Landlord forthwith for all costs of such repairs and damages both to the building and to the Tenants thereof, in excess of the amounts, if any, paid to Landlord under insurance covering such damages. All property in the building or in the Premises belonging to Tenant, its agents, employees or invitees, or to any occupant of the Premises shall be there at the risk of Tenant or other person only, and Landlord shall not be liable for damage thereto or theft, misap- propriation or loss thereof. Tenant agrees to hold Landlord harmless and to indemnify it against claims and liability for injuries to all persons and for the damage to, or the theft, misappropriation or loss of all property occurring in or about the Premises, if due to act or omission of Tenant, its agents or employees. Landlord and Tenant agree that, in any proceeding or action brought by either party hereunder against the other on any matter whatsoever arising out of, under or by virtue of the terms of this lease, they shall and do hereby waive trial by jury. INDEMNITY Landlord hereby indemnifies and holds Tenant harmless from any claim, demand, liability or cause of action for any brokerage com- mission, fee or other similar compensation or cost arising out of the acts of Landlord in connection with this Lease or the leasehold estate created hereby. WAIVER OF CLAIMS--INDEMNIFICATION. To the extent not prohibited by law, Landlord and its of- ficers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening or any accident or event in or about the build- ing, or due to any act or neglect of any Tenant or occupant of the Building or of any other person. This provision shall apply particularly, but not exclusively, to damage caused by gas, elec- tricity, snow, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Build- ing, shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions thereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord from and against all liability to third parties arising out of the acts of Tenant and its servants, agents, employees, contractors, suppliers, workmen and invitees. INSURANCE AND WAIVER OF LIABILITY Landlord shall provide, at its expense, throughout the term of this Lease, public liability insurance covering all injuries occurring within the building and the Premises. The policy or policies evidenc- ing such insurance shall name Tenant as an additional insured, shall provide that same may not be cancelled or amended without fifteen (15) days prior written notice to Tenant, and shall provide for a combined coverage of bodily injury and property damage in an amount of not less than One Million Dollars ($1,000,000). Such policy or policies shall be issued by an insurance company licensed to do business in the state, and in a form acceptable to Tenant. Prior to the Commencement Date, Landlord shall submit to Tenant suitable evidence that the foregoing policy or policies are in effect. Landlord, for itself and its insurers, hereby releases Tenant with respect to any liability (including that deriving from the fault or neglect of Tenant, assignees, subtenants, its agents, employees or other persons under its or their direction or control) which Tenant might otherwise have for any damage to the building or the Premises by fire, other casualty or cause occurring during the term of this Lease. Landlord shall insure the Building against fire or other casualty with extended coverage endorsement with an insurance company selected by Landlord and Landlord shall cause the policy evidencing such insurance to include a provision permitting such release of liability if such a provision is obtainable from such insurer at no additional expense to Landlord. If such insurer will not include such a provision in such policy, or if the inclusion of such provision in such policy would involve an additional expense for Landlord, Landlord shall so notify Tenant within a reasonable time. Where such a provision is obtainable from such insurer and Tenant notifies Landlord in writing within a rea- sonable time thereafter that Tenant desires Landlord to cause such a provision to be included in such policy at the expense of Tenant, Landlord shall cause such a provision to be included, and Tenant agrees to pay promptly all expenses incurred by Landlord as a result of such inclusion. WAIVER OF RIGHTS AND OTHER. No failure of Lessor or Lessee to exercise any power given Lessor or Lessee hereunder, or to insist upon strict compliance with the terms hereof, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party to demand exact compliance with the terms hereof. NONWAIVER No waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of moneys by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the term of Tenant's right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the term or affect any notice given Tenant prior to the re- ceipt of such moneys, it being agreed that after the service of notice or the commencement of a suit or after final judgement for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment. Waiver of Certain Claims. To the full extent now, or here- after, permitted by law, Tenant waives and releases all claims against Landlord, its officers, directors, agents, employees and servants, in respect of, and they shall not be liable for injury to person or damage to property sustained by Tenant or by any occupant of the Premises or the Building, or any part of it,or from equipment or appurtenance therein, or from accident, or from any occurrence, act, or from negli- gence or omission of any Tenant or occupant of the Building, or of any other person including Landlord, its officers, directors, agents, em- ployees and servants. This section shall apply especially, but not ex- clusively, to damage caused as aforesaid or by the flooding of basements or other sub-surface areas or by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, steam, exces- sive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise. Or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or omission of other Tenants, occupants or servants of the Building or of any other persons including Landlord, its officers, directors, agents, employees and servants, and whether such damage be caused or result from anything or circumstance above mentioned, or any other thing or circumstance whether alike or wholly different in nature. If any such damage to the premises or to the Building or any equipment or ap- purtenance therein, or to Tenants thereof, results from any act or omission or negligence of Tenant, its agents, employees or invitees, Landlord may, at Landlord's option, repair such damage and Tenant shall, upon demand by Landlord, reimburse Landlord forthwith for all costs of such repairs and damages both to the building and to the Ten- ants thereof, in excess of the amounts, if any, paid to Landlord under insurance, if any, covering such damages. All property in the Building or in the Premises belonging to Tenant, its agents, employees, or invitees, or to any occupant of the Premises shall be there at the risk of Tenant or other person only, and Landlord shall not be liable for damage thereto or theft, misappropriation or loss thereof. Tenant agrees to hold Landlord harmless and to indemnify it against claims and liability for injuries to all persons and for the damage to, or the theft, misappropriation or loss of all property occurring in or about the premises, or due to act or omission of Tenant, its agents or em- ployees or invitees. INDEMNITY AND INSURANCE. Tenant agrees to hold harmless Landlord from any and all injury or damage to any person or property, occurring in, on, or about the premises excepting such injury or damage resulting from the acts or omissions of another tenant of a part of the remainder of the entire premises of Landlord. Landlord agrees to hold harmless Tenant from any and all injury or damage to any person or property, other than Tenant's property, resulting from its acts or omissions. Landlord shall, at Landlord's expense, procure and maintain at all times during the Term of this Lease a policy or policies of insurance covering loss or damage to the warehouse structure and its appurtancnes in the amount of the full replacement value thereof (exclusive of Tenant's trade fixtures, personal property and equipment), providing protection against all perils included within the classification of fire, explosion, windstorm, extended coverage, vandalism, malicious mischief, sprinkler leakage and special extended perils (all-risk), if available under applicable Texas law and requirements of the Texas State Board of Insurance. Tenant is hereby released from liability to Landlord on account of any loss or damage occurring during the term to the premises, resulting from any otherwise insurable fire, explosion or other casualty, however caused, including any act of Tenant, whether or not Tenant is negligent, provided Tenant has effected and maintained in effect all insurance required on the part of the Tenant hereunder. Tenant agrees that it will assume the risk of damage to its property located on the premises. Furthermore, Tenant agrees, at its own cost and expense, to keep and maintain at all times in full force and effect during the term of this Lease a policy or policies of public liability insurance covering the premises and adjoining driveway and parking areas and Tenant's activities therein and thereon against claims for personal injury and death in an amount of not less than Five Hundred Thousand Dollars ($500,000.00) for injury or death of any one person. One Million Dollars ($1,000,000.00) for injury or death of all persons in any one accident, and Five Hundred Thousand Dollars ($500,000.00) property damages, and wherein Landlord is named as a co-insured. Tenant shall furnish to Landlord a certificate of insurance evidencing the fact that the said public liability and property damage insurance has been obtained and in full force and effect. The parties waive all rights of subrogation and release each other from any claims for damage to the premises and the warehouse structure and other improvements in which the premises are located, and to the fixtures, personal property, Tenant's improvements, and alterations of either Landlord or Tenant in or on the premises and the warehouse structure and other improvements in which the premises are located that are caused by or result from risks insured against under any fire and extended insurance policy carried by the parties and in force at the time of any such damage. If obtainable, each party shall cause each fire and extended coverage insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any such policy. Neither party shall be liable to the other for any damage caused by fire or any of the risks insured against under any fire and extended coverage insurance policy required by this Lease. WAIVER OF SUBROGATION Anything in this lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents, officers, or employees, for any loss or damage that may occur to the leased premises, or any improvements thereto, or said building of which the leased premises are a part, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies. Referred to in Article , Paragraph hereof, regardless of cause or origin, including negligence of the other party hereto, its agents, officers or employees, and covenants that no insurer shall hold any right of subrogation against such other party. Waiver of Subrogation Landlord shall cause each insurance policy carried by Landlord insuring the Premises against loss by fire and causes covered by standard extended coverage, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and its fixtures and contents against loss by fire and causes covered by standard extended coverage, to be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant in connection with any loss or damage covered by any such policies. Neither party shall be liable to the other for any loss or damage caused by fire or any of the risks enumerated in standard ex- tended coverage insurance. If the release of either Landlord or Ten- ant, as set forth in the second sentence of this paragraph, shall con- travene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released but shall be deemed secondary to the latter's insurer. DAMAGE AND DESTRUCTION DAMAGES FROM CERTAIN CAUSES Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or for any damage or inconvenience which may arise through repair or alteration of any part of the Building, or failure to make any such repairs. DAMAGE BY FIRE OR OTHER CASUALTY If the leased premises or the Building are made substantially untenantable by fire or other casualty not due to negligence of Tenant, Landlord alone may elect (a) to terminate this lease as of the date of the fire or casualty by notice to Tenant within thirty (30) days after that date. (b) to repair, restore or rehabilitate the building or the leased premises at Landlord's expense within ninety (90) days or within such longer time as may be required because of strikes, inabil- ity to obtain materials or equipment, or other cause beyond reasonable control of Landlord, after Landlord is unable to take possession of the damaged leased premises and undertake reconstruction or repairs. In which latter event this lease shall not terminate but rental shall be abated on a per diem basis while the leased premises are untenantable or due to act or neglect of Tenant, Landlord shall have such rights at Tenant's cost and expense (except that Tenant shall not bear such ex- pense to the extent that Landlord is reimbursed therefor by its insurer). If Landlord elects so to repair, restore or rehabilitate the building or the leased premises and, in cases not due to act or neglect of Tenant, does not substantially complete the work within the fore- going period, either party can terminate this lease as of the date of such fire or casualty by notice to the other party not later than thirty (30) days after the expiration of such period. In the event of termination of this lease pursuant to this paragraph, rental shall be apportioned on a per diem basis and be paid to the date of the fire or casualty. In the case of the total destruction of the building or of the Premises by any cause whatsoever either during the term or prior there- to, or during any renewal or extension period, or in case of such partial destruction thereof as to render the Premises wholly untenantable and unfit for the Tenant's occupancy, then in any such event, the term shall cease and determine as of the date of such damage or destruction, and the rent, including rents paid in advance shall be adjusted and ap- portioned as of the date of such damage or destruction. Provided, how- ever, that should the Premises be capable of restoration to its pre- vious good tenantable condition, Landlord may, at its option, advise Tenant of its intention to restore the Premises within sixty (60) days from the happening of such damage, after which the Landlord shall enter and, with the proceeds of insurance, repair the same with all reasonable speed, and the Lease shall continue in full force and effect, but no rent shall accrue after said damage until such time as the repairs shall have been completed. In the event of the partial de- struction of the Premises, not rendering the Premises wholly un- tenantable, by any cause whatsoever, the Premises shall be promptly re- paired or restored by Landlord with the proceeds of insurance, provided that insurance proceeds are available for this purpose, or if not avail- able, at Landlord's option, and the rent, until the completion of such repairs or restoration, shall abate in proportion to the area of the Premises which is unusable by the Tenant. DAMAGE OR DESTRUCTION If the Demised Premises or the building of which they are a part are damaged or destroyed by fire, the elements or other casualty and such damage or destruction is of such a nature that it can be repaired or reconstructed within ninety (90) days, then Landlord shall make such repairs or reconstruction within ninety (90) days and an abatement shall be made in the rents due under this Lease based on the time and extent to which the Demised Premises are not suitable for use by Ten- ant. If the Demised Premises or the building of which they are a part are damaged or destroyed by fire, the elements or other casualty and such damage or destruction is of such a nature that it cannot be re- paired or reconstructed within ninety (90) days then at Tenant's option. (i) this Lease shall terminate without further obligation of Tenant. (ii) this Lease shall continue and all rents due shall abate based on the time and extent to which the Demised Premises are not suitable for use by Tenant. In the event of a termination of this Lease as set forth above, Tenant shall pay rents due until the time of the damage or destruction and all prepaid rents and deposits shall be returned to Ten- ant. If Tenant does not terminate this Lease as set forth above, the term of this Lease shall, at the option of Tenant, be extended by a period of time equal to the period from the time of the damage or de- struction to the time that the building and Demised Premises are repaired. DAMAGE OR DESTRUCTION. In the event of damage or destruction from any cause so that the premises, or any part thereof, shall become wholly or in part untenantable or unsafe, Landlord shall restore said premises to substantially the same condition as before and the rent (or a just and proportionate part thereof, according to the nature and ex- tent of damage) shall abate until the premises shall have been so re- stored. If said restoration can be made within ninety (90) days after the date of the destruction, but subject to the provisions of paragraph hereinafter contained, the Lease shall not terminate, otherwise Tenant can terminate this Lease by giving written notice to Landlord. DAMAGE OR DESTRUCTION OF PREMISES In the event that the demised premises be damaged or destroyed by fire or other casualty during the term of this lease, lessor shall forthwith repair the same. During the period of reconstruction of the premises, Lessee shall be entitled to a proportionate deduction of the monthly rental, to be based upon the extent to which the premises are not usable for the business purposes of lessee. If such repairs cannot be completed within one hundred twenty (120) days from the date of such damage or destruction under applicable Federal, State or local govern- ment laws and regulations this lease may be terminated as of the date of such damage or destruction at the election of either party and any unearned rent paid in advance by lessee shall be refunded to it. No- tice of election to terminate this lease shall be given in writing within thirty (30) days after the occurrence of the casualty. In the event of any dispute between lessor and lessee relative to the provisions of this paragraph, they shall each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision shall be final and binding upon both lessor and les- see. Lessor and lessee shall bear the cost of such arbitration equally between them. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any of their or its respective provisions anywhere herein contained, by reason of (i) the destruction, in whole or in part, of any building or improvement forming a part of the entire premises, or (ii) strikes, or (iii) lockouts, or (iv) labor troubles, or (v) war, whether declared or undeclared, or (vi) riot, or (vii) Act of God, or (viii) embargoes, or (ix) delays in transportation, or (x) inability to procure materials and/or labor, or (xi) failure of power, or (xii) restrictive governmental laws or regulations, whether valid or not, or (xiii) insurrection, or (xiv) any other reason other than financial beyond the reasonable control of such party. Not the fault of the party so delayed or hindered in or prevented from performing work or doing acts otherwise required under this Lease, then performance of such work or doing of such acts shall be excused for the period of the delay, and the period for the performance of such work or doing such acts shall be extended for a period equivalent to the period of such delay. PROVIDED, HOWEVER, THAT, the provisions of this paragraph shall not operate so as to excuse or release Tenant from the prompt payment of rent or other sums required to be paid by Tenant to Landlord or to other payees anywhere hereunder, except as otherwise provided in Paragraphs and above. DESTRUCTION OR DAMAGE TO THE PREMISES. If the Premises are totally destroyed by fire, storm, lightning, earthquake, or other casualty, Lessor or Lessee may terminate this lease of the date of such destruction. Should the Demised Premises be so damaged by fire, storm, lightning, earthquake, or other casualty that rebuilding or repairs cannot be completed within ninety (90) days from the date of the fire, storm, lightning, earthquake, or other casualty, then either Lessor or Lessee may terminate this lease, in which event rent shall be abated from the date of such damage or destruction. However, if the damage or destruction is such that rebuilding or repairs can be completed within ninety (90) days, the Lessor covenants and agrees to make such repairs with reasonable promptness and dispatch, and to allow Lessee an abatement in rent for such time as the building is untenantable or proportionately for such portion of the premises as shall be untenantable, the Lessee covenants and agrees that the term of this lease shall not be otherwise affected. (a) In the event of any such destruction of damage, Lessor shall apply all proceeds received by Lessor from any insurance as specified herein toward such restoration or repairs of such damage or less. All sums of money necessary to effect such repair, reconstruction, or replacement over and above the amount available from said insurance monies shall be at the cost and expense of Lessor. DAMAGE In the event that the building or Premises are damaged for any reason whatsoever and Tenant is unable, in Tenant's sole discretion, to carry on its normal business operations for a period of thirty (30) days or more, Tenant shall have the right to terminate this lease by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's sole discretion, it is unable to carry on its normal business operations for a period of less than thirty (30) days because of such damage, rent shall abate for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its sole judgment may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be. (a) commenced within thirty (30) days after the occurrence of such damage. (b) performed in a diligent and workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises. (c) completed by Landlord at Landlord's sole expense with a minimum of interference with Tenant's normal business operations. If in Tenant's sole judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be de- ducted from any rent or other payment due or to become due hereunder. Untenantability. In the event (a) Premises are made un- tenantable by fire or other casualty and Landlord shall decide not to restore or repair the same. (b) the Building is so damaged by fire or other casualty that Landlord shall decide to demolish or rebuild the same, then, in any of such events, Landlord shall have the right to terminate this Lease by notice to Tenant within ninety (90) days after the date of such fire or other casualty and the rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. In the event the Premises are made untenantable by fire or other casualty and Landlord shall decide to rebuild and restore the same, this Lease shall not terminate and Landlord shall repair and re- store the Premises at Landlord's expense and with due diligence, sub- ject, (i) to reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord's control, and the rent shall abate on a per diem basis during the reconstruction and repair. In the event the Premises are partially damaged by fire or other casualty but are not made wholly untenantable, then Landlord shall, except during the last year of the term hereof, proceed with all due diligence to repair and restore the Premises, subject, however, to (i) reasonable delays for insurance adjustments, and (ii) delays caused by forces beyond Landlord's control. In such event the rent shall abate in proportion to the non-usability of the Premises during the period while repairs are in progress unless such partial damages are due to the fault or neglect of Tenant. If the partial damage is the result of the fault or neglect of the Tenant, rent shall not abate during said period. If the Premises are made partially untenantable as afore- said during the last year of the term hereof, Landlord shall have the right to terminate this Lease as of the date of fire or other casu- alty, in which event the rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. FIRE OR CASUALTY. A. Paragraph hereof notwithstanding, if the Premises or the Building (including machinery or equipment used in its operation) shall be damaged by fire or other casualty (except fires or other casu- alties resulting from Tenant's fault or neglect) and if such damage does not render all or a substantial portion of the Premises or Build- ing untenantable, then Landlord shall repair and restore the same with reasonable promptness, subject to beyond Landlord's reasonable control. If any such damage renders all or a substantial portion of the premises or Building untenantable, Landlord shall have the right to terminate this Lease as of the date of such damage (with appropriate prorations of Rent being made for Tenant's possession subsequent to the date of such damage of those tenantable portions of the Premises) upon giving written notice to the Tenant at any time within one hundred twenty (120) days after the date of such damage. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of any delays in completion of such repairs and re- storation. Rent, however, shall abate on those portions of the Premises as are, from time to time, untenantable as a result of such damage. B. In the event the Building is damaged by fire or other casu- alty resulting from Tenant's failure or neglect, Landlord shall have no obligation to repair or restore the Building or any part thereof and Tenant shall not be released from any of its obligations hereunder including, without limitation, its duty to repair the Premises and its liability to Landlord for damages caused by such fire or other casu- alty. Tenant hereby acknowledges that Landlord is under no obligation to insure Landlord's interest in the Premises or the Building. C. Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Paragraph to repair or restore any portion of the alterations, additions or improvements in the Premises or the decorations thereto except to the extent that such alterations, additions, improvements and decorations were provided by Landlord, at Landlord's cost, at the beginning of the term. If Tenant desires any other or additional repairs or restoration and if Landlord consents thereto, the same shall be done at Tenant's sole cost and ex- pense subject to all of the provisions of Paragraph hereof. If the building or the premises shall be destroyed or damaged by fire, howsoever caused, or by other elements, or by weakness or de- cay or by any other cause, so as to render them wholly untenantable or unsafe, or untenantable or unsafe to such an extent that Tenant cannot reasonably carry on its business therein, then this lease shall terminate on the date of such destruction or damage, and both parties shall thereupon be released from their obligations hereunder, except that Tenant shall be liable for any rent accrued to and unpaid at the date of such destruction or damage. Any rent paid in advance for a period extending beyond the date of such destruction or damage shall be refunded pro rata. If such destruction or damage shall be partial only and of such nature as to render the building or the premises in part temporarily untenantable, but not to such extent that Tenant cannot rea- sonably carry on its business therein, then a just and proportionate part of the rent. According to the nature and extent of the damage, shall be abated from the date of such destruction or damage until they have been restored by Landlord to proper condition for use and oc- cupancy, and any rent paid in advance for a period extending beyond the date of such partial destruction or damage shall be refunded pro rata and in proportion to such abatement. Provided that Tenant shall have the right to terminate this lease and vacate the premises unless the same shall have been restored by Landlord to proper condition for use and occupany within ninety (90) days after such partial destruction or damage. But Landlord shall not otherwise be liable to Tenant for failure for any reason so to restore the premises within such period. Tenant shall give prompt notice to Landlord of any destruction or dam- age to the premises. Landlord shall maintain at its own expense such fire and extended coverage insurance on the premises as it deems de- sirable for its protection and hereby waives any and all claims against Tenant based on loss or damage resulting from fire or extended coverage perils howsoever caused. If all or any portion of the premises shall be condemned, ap- propriated or requisitioned by any governmental authority, this lease may be terminated by either Tenant or Landlord, upon prompt written notice to the other, as of the date on which possession of the premises or portion thereof so condemned, appropriated or requisitioned shall be required for such purpose. If so terminated, Tenant shall be liable only for the payment of rent apportioned to the date of such ter- mination, and Landlord agrees to return to Tenant all unearned rent paid in advance for any period subsequent to the date of such ter- mination. If this lease is not so terminated, an apportionment of the rent shall be made, and Tenant shall thereafter pay to Landlord rent only for that portion of the premises not so condemned, appropriated, or requisitioned. ASSIGNMENT AND SUBLETTING ASSIGNMENT BY LANDLORD Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the build- ing and property referred to herein, and in such event and upon such transfer (any such transferee to have the benefit of, and be subject to, the provisions of Paragraphs and of Article hereof) no further liability or obligation shall thereafter accrue against Landlord hereunder. ASSIGNMENT This Lease may not be assigned, nor the Premises sublet without the prior written consent of Landlord, which consent shall not be un- reasonably withheld or delayed. Subletting and Assignment The Tenant shall not sublet the premises or any part thereof, nor assign this Lease, without prior written consent of the Landlord, which consent shall not unreasonably be withheld by the Landlord. Landlord's consent to any assignment, subletting, or transfer, of Landlord's elec- tion to accept as Tenant hereunder, any assignee, grantee or transferee shall not release the original Tenant from any convenant or obligation of this lease and consent by Landlord to an assignment or subletting shall not relieve Tenant from obtaining consent to future assignment or subletting. In the event that Tenant wishes to give up or curtail its operations at the premises in advance of the expiration of the term of this lease or any extension or renewal thereof, it is agreed that Ten- ant shall have the right to assign this lease or sublet all or any por- tion of the premises. Tenant agrees that, in the event of any proposed assignment or subletting, it shall notify Landlord in writing, by re- gistered or certified mail addressed to the place at which rent was last accepted by Landlord, of the identify of the person or persons to whom the premises are proposed to be assigned or sublet. Landlord may within ten (10) days of the mailing of such notice give its (his) written consent which it (he) covenants will not be unreasonably with- held or communicate to Tenant any reasonable objection it may have to such proposed assignee or subtenant. If in the opinion of Tenant any objection by Landlord to any proposed assignment or subletting is un- reasonable, then the question of reasonableness of Landlord's objection shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The cost of arbitration shall be shared equally by the parties. Nothing herein contained however, shall prevent the as- signment by the Tenant of this lease, without the approval or consent of the Landlord, to any corporation which shall substantially acquire all of the assets of the Tenant or such other corporation which shall result from a merger or consolidation of the Tenant or into which the Tenant shall be merged or consolidated. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease, or any part thereof, or sublet the premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Provided, however, that Landlord hereby consents to an assignment by Tenant to any of Tenant's subsidiaries, or affiliated companies, or a corporate successor upon merger or consolidation of Tenant, if any there be. In the event of any such assignment or subletting, Tenant nevertheless shall remain lia- ble and responsible for the timely performance of all terms, provisions and covenants on its part of this Lease, and any such as signee, sub-lessee, subsidiary, affiliate or successor shall and must assume in writing, delivered to Landlord, all of the terms, provisions, covenants and obligations of the Tenant hereunder. Assignment and Subletting. Tenant shall not, without the prior written consent of Landlord in each instance: (i) assign, trans- fer, mortgage, pledge, hypothecate or encumber, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it. (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law. (iii) sublet the Premises or any part thereof. or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under section of this Lease or by anyone other than the Tenant and Tenant's employees. In no event shall this Lease be as- signed or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date, (which shall not be less than sixty (60) days after date of Tenant's notice) to assign or trans- fer its interest as Tenant in this Lease, or sublet any part or all of the Premises for the balance or any part of the Term. In such event, Landlord shall have the right to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant's notice, to recapture the space described in Tenant's notice and such recapture notice shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date stated in Tenant's notice. Tenant's said notice shall state the name and address of the proposed subtenant and a true and complete copy of the proposed sublease shall be delivered to Landlord with such notice. If Tenant's notice shall cover all of the Premises, and Landlord shall give the aforesaid recapture notice with respect thereto, the Term of this Lease shall express and end on the date stated in Tenant's notice as fully and completely as if that date had been herein definitely fixed for the ex- piration of the term. If, however, this Lease be cancelled pursuant to the foregoing with respect to less than the entire Premises, the Rent and the escalation percentage herein reserved shall be adjusted on the basis of the number of square feet retained by Tenant in proportion to the number of square feet contained in the premises, as described in this Lease, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving Tenant's said no- tice with respect to any such space, shall not exercise its right to cancel as aforesaid, Landlord will not unreasonably withhold its con- sent to Tenant's assignment as aforesaid or subletting the space cov- ered by its notice. Any subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant shall continue fully liable there- under. The subtenant or subtenants or assignee shall agree to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after ex- ecution, an executed copy of each such sublease or assignee and an agreement of compliance by each such subtenant or assignee. Notwithstanding anything to the contrary in this Section ___ , if Tenant is a corporation whose shares of stock are not publicly traded and if during the Term of this Lease, the ownership of the shares of stock which constitutes control of Tenant changes by rea- son of sale, gift or death, Tenant shall notify Landlord of such change within five (5) days thereof. Landlord, at its option, may at any time thereafter terminate this Lease by giving Tenant written notice of said termination at least sixty (60) days prior to the date of termination stated in the notice. The term "control" as used here- in means the power to directly or indirectly direct or cause the direc- tion of the management or policies of the Tenant. A change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group of stockholders of less than 50% of the outstanding stock shall not be considered a change of control. If Tenant shall assign or transfer its interest in this Lease or sublet the Premises having first obtained Landlord's consent at a rental in excess of the rent due and payable by Tenant under the provisions of sections and of this Lease, said excess rent shall become the Landlord's. Any sale, assignment, mortgage, transfer, or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. The Landlord may assign this Lease and thereafter shall not be liable hereunder; provided that the Landlord 's assignee shall assume the Landlord's obligations hereunder. ASSIGNMENT AND SUBLETTING Tenant shall have the right to assign this lease or to sub- lease all or any portion of the Premises but any such assignment or subletting shall not relieve Tenant of its obligations hereunder. ASSIGNMENT OF LESSEE'S INTEREST Lessee shall not allow or permit any transfer of this lease or any interest hereunder by operation of law, or assign, convey, mortgage, pledge, or encumber this lease or any interest hereunder, or permit the use or occupancy of the premises or any part thereof, by anyone other than lessee, or sublet the entire premises or a portion thereof, with- out, in each case, Lessor's written consent first had and obtained (which consent shall not be unreasonably withheld). No assignment or subletting (with or without Lessor's consent) shall release Lessee from any of its obligations hereunder. Consent by Lessor pursuant to this Article shall not be deemed, construed or held to be consent to any ad- ditional assignment, conveyance, mortgage, pledge or encumbrance of this lease but each successive act shall require similar consent of Lessor. ASSIGNMENT OR SUBLEASE Tenant agrees that subject to the further provisions hereof, in the event Tenant should desire to assign this Agreement or sublet the leased premises or any part thereof, Tenant shall give Landlord written notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either. (1) to terminate this Agreement as to the space so af- fected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligation hereunder as to such space. (2) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord. (3) to refuse to consent to Tenant's assignemnt or sub- leasing such space and to continue this lease in full force and effect as to the entire leased premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (3) above. No assignment or subletting by Tenant shall relieve Tenant in violation of the terms and covenants of this Paragraph shall be void. Notwithstanding any of the foregoing provisions of this Para- graph of article to the contrary, it is agreed that if Landlord ap- proves a proposed subletting by Tenant and such subletting will be profitable for Tenant (i.e., the subrents received by Tenant with re- spect to the subleased space will be in excess of the rentals then cur- rently paid by Tenant with respect to such sublease, Landlord shall participate in such excess amount ("Excess Rental") as hereinafter set forth, and the following terms and conditions shall be applicable thereto: (a) As to any Excess Rental received by or payable to Tenant during the first three years of the term of this Lease Agreement, Landlord shall be entitled to, and shall be paid by Tenant, twenty-five percent (25%) thereof. (b) As to any Excess Rental received by or payable to Tenant for any period subsequent to the first three years of the term of this Lease Agreement, the following shall be applicable. (i) If the subleased space is less than twenty-five (25%) percent of the total net rentable area covered by this Lease Agreement, Landlord shall be entitled to receive, and shall be paid by Tenant, fifty percent (50%) of such Excess Rental . (ii) If the subleased space is at least twenty-five percent (25%) but not more than fifty percent (50%) of the total net rentable area covered by this Lease Agreement, Landlord shall be entitled to receive, and shall be paid by Tenant, seventy-five percent (75%) of such Excess rental. (iii) If the subleased space is more than fifty percent (50%) of the total net rentable area covered by this Lease Agreement, Landlord shall have the option of either receiving all of such Excess rental or terminating such sublease and this Lease Agreement, insofar as the space covered by such sublease is concerned, in which latter event Tenant will be relieved of all further obligations under this Lease Agreement as to such space and the subtenant will be relieved of all obligations with respect to such space under the sublease. - ASSIGNMENT AND SUBLETTING. A. Tenant shall not, without the prior written consent of Landlord, (i) assign, convey or mortgage this Lease or any interest hereunder. (ii) suffer to occur or permit to exist any assignment of this Lease, or any lien upon Tenant's interest, involuntarily or by operation of law. (iii) sublet the Premises or any part thereof, or (iv) permit the use of the Premises by any parties other than Tenant and its employees. Any such action on the part of Tenant shall be void and of no effect. Landlord's consent to any assignment, sublet- ting or transfer or Landlord's election to accept any assignee, sub- Tenant or transferee as the Tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent Tenant from any covenant or obligation under this Lease. Landlord's consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future assignment, subletting, or transfer. B. In addition to withholding its consent, Landlord shall have the additional right to terminate this lease as to that portion of the Premises which Tenant seeks to assign or sublet, whether by requesting Landlord's consent thereto or otherwise. Landlord may exercise such right to terminate by giving written notice to Tenant at any time prior to Landlord's written consent to such assignment or sublease. In the event that Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of such portion of the Premises on the later of (i) the proposed date for possession by such assignee or subtenant, or (ii) ninety (90) days after the date of Landlord's notice of termination to Tenant. C. In the event that Landlord fails to exercise its termination right and its right to withhold its consent as setforth in the prece- ding Paragraph 16B, and in the event that Landlord consents to any as- signment or sublease of any portion of the Premises, as a condition of Landlord's consent, if Landlord so elects to consent, Tenant shall pay to Landlord ninety percent (90%) of all profit derived by Tenant from such assignment or sublease. Tenant shall furnish Landlord with a sworn statement, certified by an independent certified public ac- countant, setting forth in detail the computation of profit (which com- putation shall be based upon generally accepted accounting principles), and Landlord, or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and to make copies thereof. Any rent in excess of that paid by Tenant hereunder realized by reason of such assignment shall be deemed an item of such profit. If a part of the consideration for such assignment shall be payable other than in cash, the payment to landlord shall be payable in accordance with the foregoing percentage of the cash and other non-cash considerations in such form as is satisfactory to Landlord. Such percentage of Tenant's profits shall be paid to Landlord promptly by Tenant upon Tenant's receipt from time to time of periodic payments from such Assignee or subtenant or at such other time as Tenant shall realize its profits from such assignment or sublease. ASSIGNMENT OF LEASE AGREEMENT made this ________ day of ______________, 19______ by and between ___________________________________ with its principal place of business located at _____________________________________ ___________, hereinafter called "Assignor", and __________________ _____________________ with its principle place of business located at _________________________________, hereinafter called "Lessor". WHEREAS, Assignor entered into a certain lease agreement dated March 10, 19____ with Lessor for ____ square feet of office space in Lessor's _______________ at ___________________________(attached as Ex- hibit _____), as more specifically identified as part of Lessor's com- plex of buildings shown on the attached Exhibit ____, and, __________ WHEREAS, Assignor desires to assign said lease for a specified term and Assignee desires to assume all rights, duties and liabilities that Assignor has under said lease. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows: 1. Assignor for good and valuable consideration, receipt of which is hereby acknowledged, hereby grants, bargains, assigns and transfers to Assignee the said lease identified more specifically heretofore, a copy of which is attached hereto and made a part hereof as if fully incorporated herein, to become effective on the day and year first written above for a eleven and one-half month period terminating April 14, 19____. 2. Assignee agrees to assume all rights, duties and liabiilties of said lease hereby assigned from Assignor and agrees to pay to Landlord the following rental and other charges as hereinafter set forth: DOLLARS ($ ) per year (monthly installments of ($ ) together with escalations as provided for in the lease agreement as based upon "Electricity Cost Allowance" , ft. 2/mo.; "Base Year" 19 . "Tenant's Allocated Share" %. Assignee further agrees to faithfully perform all of the covenants, stipulations and agreements of the Assignor under the lease from and after the date of this assignment with the full force and effect as if Assignee and signed the lease originally as the Tenant named therein. Assignee agrees to provide a security deposit of ($ ) to Assignor upon execution of this assignment. 3. Assignee accepts said leased premises in an "AS IS" condition. 4. Neither this assignment nor the acceptance of rent and other charge by lessor from Assignee, pursuant to this assignment shall re- lease, relieve, or in any manner modify the obligations of Assignor under the terms and conditions of the lease. Lessor may have such re- medies against Assignor in the event of Assignee's failure to pay rent or other defaults or breaches of said lease as are provided in the lease in the same manner as if this assignment of lease had not been made. Assignor shall be notified by Lessor of all rent past due from As- signee. The taking of any remedy against Assignee with respect to rent or other defaults or breaches shall not preclude Lessor from the exer- cise of same or other remedies against Assignor but Lessor shall be limited to one satisfaction for any defaults or breaches under said lease. 5. Assignee hereby agrees that said Assignee will well and truly indemnify and save harmless Assignor from all manner of suits, actions, damages, charges and expenses including attorney's fees that Assignor may sustain by reason of Assignee's failure to pay the rent reserved in the said lease or by reason of Assignee's breach of any of the terms, covenants and conditions of the lease herein assigned. IN WITNESS WHEREOF the parties hereto have executed this assignment of lease the day and year first written above. By: ________________________________ Attest: __________________________________. By: ________________________________ Attest: ___________________________________ By: ________________________________ Successors and Assigns The covenants and conditions herein contained shall, subject to the provisions of Article hereof, apply to and bind the heirs, suc- cessors, executors, administrators and assigns of all the parties hereto. This lease shall inure to the benefit of and bind the heirs, de- visees, executors, administrators, successors in interest and assigns of the parties. SUCCESSORS AND ASSIGNS THE COVENANTS AND AGREEMENTS CONTAINED IN THIS Lease are binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. LEASE BINDING The terms, covenants and conditions of this Lease shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective executors, administrators, heirs, distributees, legal re- presentatives, successors and assigns. The terms, conditions, and covenants of this lease shall be binding upon and shall inure to the benefit of each of the parties hereto, their heirs, personal representatives, successors, sublessees or as- signs, and shall run with the land. Where more than one party shall be lessors under the lease, the word "lessor" whenever used in this lease shall be deemed to include all parties-lessor jointly and severally. Successors and Assigns. Each provision hereof shall extend to and shall, as the case may require, bind and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns, provided that this Lease shall not inure to the benefit of any assignee, heir, legal representative, transferee or successor of Tenant except upon the prior wirtten consent or election of Landlord, as provided in Section The term "Landlord" as used in this Lease means only the owner, or the mortgagee in possession, for the time being of the land and the Building (or the owner of a lease of the Building or of the land and the Building) of which the premises form a part, so that in the event of a lease of the Building, or of the land and the Building. Landlord shall be and hereby is entirely free and relieved of all cove- nants and obligations of Landlord hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the said Lessee of the Building, or of the land and the Building, that the purchaser or the Lessee of the Building has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder. SUBORDINATION SUBORDINATION OF LESSEE'S INTEREST. This Lease may be sub- ordinate and subject to the lien of any first mortgage only, now or hereafter placed upon the Premises, provided Lessor agrees that no such mortgage or like encumbrance, whether recorded or unrecorded, shall be binding upon Lessee unless and until Lessee shall be actually notified thereof by U.S. certified mail, and provided further that the mortgagee agrees (subject to Lessee's agreement of atonement if required by mortgagee). In the event of a foreclosure, to recognize the rights of Lessee under this Lease Agreement and further agrees that Lessee may quietly and peaceably enjoy the premises while the Lessee is not in default in the performance of its obligations to be performed hereunder. Any such mortgagee, by notice in writing to Lessor and Lessee, shall be entitled to have this lease treated as prior to the lien of its mortgage, whether or not this lease is dated prior or subsequent to the date of such mortgage. Lessee agrees to execute and deliver such certificate of good standing of this Lease as Lessor or Lessor's lender may reasonably require and likewise to execute and deliver such other instruments as may be reasonably required by Lessor or Lessor's lender in connection with any such loan or mortgage placed on the premises. SUBORDINATION. This Lease is subject and subordinate to all present and future ground or underlying leases of the Land and to the lien of any mortgages or trust deeds, now and hereafter in force against the Land and Building, or either, and to all renewals, extensions, modi- fications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the Lessors under such ground lease or underlying leases re- quire in writing that this Lease shall be superior thereto. Tenant shall at Landlord's request execute such further instruments or as- surances as Landlord may reasonably deem necessary to evidence or con- firm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, provided that such shall in no way relieve Tenant from the ob- ligation of executing such instruments of subordination or superiority. SUBORDINATION TO MORTGAGES At the option of any mortgagee, this lease shall be made subject and subordinate to the lien of any mortgage or mortgages or trust deed or trust deeds which at any time may be placed upon the fee title to the premises above described. Provided, however, that the rights of the Lessee hereunder shall not be cut off or affected by foreclosure of any such mortgage or mortgages or trust deed or trust deeds, so long as Lessee shall not be in default hereunder. Lessee, upon request, shall execute, acknowledge and deliver such instruments as shall be required to effectuate the subordination herein provided. Failure or refusal so to do shall constitute a default under the terms of this lease. SUBORDINATION The rights of Tenant under this Lease are subject and subordinate at all times to the lien of any mortgage or mortgages now or hereunder in force against the demised Premises and/or the building of which they are a part. SUBORDINATION TO MORTGAGE Tenant agrees that this lease is subject and subordinate to all ground leases, underlying leases and to all mortgages which may now or hereafter affect the real property of which the leased premises form a part and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request. Tenant hereby constitutes and appoints Landlord the Tenant's attorney in fact to execute any such certificate or certificates for and on behalf of Tenant. SUBORDINATION TO EXISTING AND FUTURE MORTGAGES This Lease shall be subject and subordinate at all times to the liens of any existing mortgage or mortgages and of mortgages which hereinafter may be made a lien on site and/or building. Although no instrument or act on the part of the Tenant shall be necessary to ef- fectuate such subordination, the Tenant shall nevertheless execute and deliver such further instruments subordinating this Lease to the lien of any such mortgages as may be desired by the mortgagee. The Tenant hereby appoints the Landlord as its attorney-in-fact irrevocably to exe- cute and deliver any such instrument for the Tenant. Subordination or Superiority of This Lease. The rights and interest of Tenant under this Lease shall be subject and subordinate to any first mortgage or first trust deed that may hereafter be placed upon the Building or Real Estate or Property and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. If the mortgagee or trustee named in said mortgage or trust deeds shall elect to subject and subordinate the rights and interest of Tenant under this Lease to the lien of its mortgage or deed of trust. Any first mortgagee or first trustee may elect to give the rights and interest of Tenant under this Lease priority over the lien of its mortgage or deed of trust. In the event of either such election, and upon notificatin by such mortgagee or trustee to Tenant to that effect, the right and interest of Tenant under this Lease shall be deemed to be subordinate to or to have priority over, as the case may be, to the lien of said mortgage or trust deed, whether this Lease is dated prior to or subsequent to the date of said mortgage or trust deed. Tenant shall promptly execute and promptly deliver whatever instruments may be required for such purposes, and in the event Tenant fails so to do within ten (10) days after demand in writing, Tenant does hereby make, constitute and ir- revocably appoint Landlord as it attorney in fact and in its name, place and stead so to do. SUBORDINATION Tenant shall, if so requested by Landlord, subordinate this Lease and the leasehold estate created hereunder to any future mortgage or ground lease covering the Building or the Premises. Provided however, that the mortgagee or ground lessor, as the case may be, shall deliver to Tenant at or prior to the time that this Lease becomes so sub- ordinate a written agreement whereby Tenant, so long as Tenant is not in default hereunder, may remain in possession of the Premises pursuant to the terms hereof and without any diminution of the Tenants rights should Landlord become in default with respect to such mortgage or ground lease or should the Premises become the subject of any action to foreclose any mortgage or to dispossess Landlord. ESTOPPEL CERTIFICATE OR THREE PARTY AGREEMENT Tenant agrees that at Landlord's request, Tenant will execute either an estoppel certificate or a three-party agreement among Landlord, Tenant and Landlord's mortgagee certifying to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee may reasonably require in connection with Landlord's financing. ESTOPPEL CERTIFICATES. Either Landlord or Tenant, at any time and from time to time, upon not less than twenty (20) days' prior writ- ten notice from the other party hereto and without cost, charge or ex- pense or attorneys' fees, will execute, acknowledge and deliver to the other party hereto a Certificate certifying. a. That this Lease is unmodified and in full force and effect (or, if there have been modifictions, that the same is in full force and effect as modified and stating the modifications). and b. Whether or not there are then existing or claimed any off- sets or defenses against the enforcement of any of the covenants, agreements, terms or conditions hereof upon the part of any party here- to to be performed or complied with (and, if so, specifying the same). and c. The dates, if any, to which the rent and other charges under this Lease have been paid in advance, it being intended that any such certificate delivered pursuant hereto may be relied upon by any prospective purchaser or mortgage of the fee or any assignee of any mortgage upon the fee of the entire premises, or any part thereof, or by any prospective permitted assignee or mortgagee of Tenant's lease- hold interest under this Lease. ESTOPPEL CERTIFICATE. Tenant agrees, that, from time to time upon not less than ten days prior request by Landlord, the Tenant, or Tenant's duly authorized representative having knowledge of the following facts, will deliver to Landlord a statement in writing certifying (i) that this Lease is un- modified and in full force and effect (or if there have been modi- fications, that the Lease as modified is in full force and effect). (ii) the dates to which rent and other charges have been paid. (iii) that the Landlord is not in default under any provision of this Lease or, if in default, the nature thereof in detail. and (iv) such further matters as are set forth on the form of estoppel certificate attached hereto as exhibit C and made a part hereof, it being intended that any such statement may be relied upon by any prospective assignee of any Tenant of the Building, any mortgagees or prospective mortgagees there- of, or any prospective assignee of any mortgage thereof. Tenant shall execute and deliver whatever instruments may be required for such purposes, and in the event Tenant fails so to do within ten (10) days after such demand in writing, Tenant shall be considered in default under this lease. ESTOPPEL CERTIFICATE BY LESSEE At any time and from time to time, upon not less than five (5) days prior written request by the Lessor, Lessee shall execute, acknowledge and deliver to the Lessor a statemment in writing certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which the rental and other charges have been paid in advance if any. It being intended that any such statement delivered pursuant to this Article may be relied upon by any prospective purchaser of the fee or mortgagee or assignee of any mortgage upon the fee of the demised premises. Estoppel Certificate Tenant agrees that from time to time, upon not less than five (5) days' prior request by Landlord, it will deliver to Landlord a state- ment in writing certifying: a) That the lease is unmodified and in full force and effect (or if there have been modifications that the Lease as modified, is in full force and effect). b) The date to which rent and other charges have been paid. and c) That Landlord is not in default under any provisions of this Lease, or if in default, the nature thereof in detail. CONDEMNATION CONDEMNATION If the whole or any part of the leased premises shall be taken by federal, state, county, city or other authority for public use, or under any statute, or by right of eminent domain, Tenant shall not be entitled to any part of any award that may be made for such tak- ing nor to any damages, except the portion of any award or damages at- tributable to non-building standard leasehold improvements installed and paid for by Tenant. In the event of a partial taking, rent shall be reduced as of the date of such taking by a percentage equal to the percentage obtained by relating the space taken to the total space leased hereby, and if such taking renders the remainder of the leased premises untenantable for Tenant's purposes, Tenant shall have the op- tion, to be exercised by notice in writing to Landlord within sixty (60) days after taking, of terminating this Lease. Such termination shall take place not later than thirty (30) days after receipt of such notice by Landlord. CONDEMNATION. In the event the Building or the Premises shall be condemned for public use or voluntarily transferred to a public or quasi-public body in lieu of proceeding to a judgment of condemnation, this Lease shall terminate and rent shall be adjusted to the date of termination. In the event a portion of the Building or Premises shall be condemned for public use or voluntarily transferred to a quasi-public body in lieu of proceeding to a judgment of condemnation and Tenant is unable, in Ten- ant's sole discretion, to carry on its normal business operations for a period of thirty (30) days or more, Tenant shall have the right to ter- minate this Lease by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such condemnation or transferral. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the date of termination. If in Tenant's sole discretion, it is unable to carry on its normal business operations for a period of less than thirty (30) days because of such partial condemnation, rent shall abate for the period the Premises are untenantable. In the event a portion of the Building or Premises shall be condemned for public use or voluntarily transferred to a quasi-public body in lieu of proceeding to a judgment of condemnation, and Tenant shall de- termine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion which Tenant in its sole judgment may reasonably occupy after such partial condemnation or transfer. All repairs necessary to restore the Premises or Building as nearly as possible to its original condition shall be. (a) commenced within thirty (30) days after the taking or transfer. (b) performed in a diligent and workmanlike manner with material of at least the same quality utilized originally in the construction of the Building or Premises. (c) completed by Landlord at Landlord's sole expense with a minimum of interference with Tenant's normal business operations. CONDEMNATION/EMINENT DOMAIN If all or any portion of the demised premises or the building of which they are a part are condemned or taken by lawful authority, Tenant or Landlord may, on thirty (30) days prior written notice, terminate this Lease at any time and all prepaid rent and deposits shall be promptly refunded to Tenant. EMINENT DOMAIN. If the whole or demised premises or such por- tion thereof as well make the premises unusable for the purposes herein leased shall be taken by any public authority under the power of emi- nent domain for a temporary or permanent public or quasi-public use, thereby rendering the same untenantable for the purposes of Lessee, Lessor, or Lessee shall have the right either to cancel this lease, in which event any rent paid in advance and unearned shall be returned to Lessee, or Lessee may continue in possession of the remainder of said premises under the terms herein provided, except that the rent shall be reduced in proportion to the portion of the demised premises taken. If and as often as any portion of the demised premises shall be taken by any exercise of the right of eminent domain, and if this lease shall not be terminated as hereinbefore provided, Lessor covenants promptly to restore the remaining portion of the building at Lessor's expense so that it will constitute a complete architectural unit. If any part of demised premises shall be taken and neither party shall exercise its right to cancel as hereinbefore provided, Lessor shall with all reasonable dispatch, place the remaining area in condition necessary for use by Lessee. During such restoration, Lessee shall be required to pay a rental only in proportion to the portion of demised premises remaining in tenantable condition. Should Lessor fail to com- plete such restoration within one hundred eighty (180) days after the part so taken shall be required by the authority condemning the same, this lease at Lessee's option shall forthwith terminate, but Lessor shall not be responsible for any delay which may result from labor strikes, governmental regulations, inability to obtain labor or materials, or any cause beyond Lessor's control, and in such event the time for completion shall be extended by the period of interruptiion. In the event this lease should terminate, as hereinbefore provided, such termination shall be without prejudice to the rights of either Lessor or Lessee to recover compensation and damages caused by such taking. It is further understood and agreed that neither the Lessee nor Lessor shall have any rights in any award made to the other by any public authority exercising the power of eminent domain, both parties reserving the right, at their own expense, to take independent proceedings against such public authority to prove and establish any damage to which said party may have sustained. Eminent Domain. If the Building, or any portion thereof which includes a substantial part of the Premises, shall be taken or con- demned by any competent authority for any public use or purpose, the term of this lease shall end upon, and not before, the date when the possession of the part so taken shall be required for such use or purpose, and without apportionment of the award. Current rent shall be apportioned as of the date of such termination. If any condemnation proceding shall be instituted in which it is sought to take or damage any part of the Building, or the land under it, or if the grade of any street or alley adjacent to the Building is changed by any competent authority and such change of grade makes it necessary or desirable to remodel the Building to conform to the change of grade, Landlord shall have the right to cancel this Lease upon not less than ninety (90) days' notice prior to the date of cancellation designated in the no- tice. No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation, and the Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by the change of grade. CONDEMNATION. Tenant waives any loss or damage to Tenant as the result of the exercise of the power of eminent domain by any governmental or authorized condemning authority and the right to re- ceive any portion of any condemnation award except a sum attributable to Tenant's improvements or alterations made to the premises by Tenant which Tenant's improvements or alterations Tenant has the right to re- move but elects not to remove, whether such loss or damage results from condemnation of part or all of the premises. Should the premises be substantially or in total taken, this Lease shall terminate as of the date that possession is required by the condemning authority. However if there is a partial taking, the Lease shall remain in effect except Tenant, upon written notice to Landlord, can elect to terminate if the premises are rendered unsuitable for Tenant's continued use. Should Tenant elect to remain, the monthly rent shall be reduced in proportion to that portion of the premises which remains. CONDEMNATION. If the Land or the Building or any portion thereof shall be taken or condemned by any competent authority for any public or quasi- public use or purpose (a "taking"), or if the configuration of any street, alley, riverbank, bridge, elevated transit or sub-surface subway structure adjacent to the Building is changed by any competent authority and such taking or change in configuration makes it necessary or desirable to remodel or reconstruct the Building, Landlord shall have the right, exercisable at its sole discretion, to cancel this Lease upon not less than ninety (90) days notice prior to the date of cancellation designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by such taking or change in configuration. CONDEMNATION Section 1. In the event that the whole of the demised premises shall be permanently taken or condemned for a public or quasi-public use or purpose by any competent authority then, and in that event, the term of this Lease shall terminate from the date when possession of the demised premises shall be required for such use or purpose and any award, compensation or damages (hereinafter sometimes called the "award"), shall belong solely to Lessor, but nothing herein shall preclude Lessee from proving its damages and receiving its award. Cur- rent rental shall in such case be apportioned as of the date of ter- mination of the lease. Section 2. In the event that a part of the demised premises, including a portion of the Building, or more than thirty percent (30%) of the parking, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, then Lessee may, at its option, if the demised premises cannot be restored to an economic unit for Lessee's uses and purposes by expenditure of the award arising from such condemnation (which determination, if the parties shall not agree thereon, shall be made by an architect or engineer approved by both parties). Terminate this lease and the term hereof on the date when possession of such part of the demised premises shall be required for such use or purpose, and any award shall belong to Lessor solely. Such option to terminate shall be exercised by Lessee by notice to Lessor not less than thirty (30) days prior to the date on which possession of such portion of the demised premises shall be required for such purpose, unless possession shall be taken before award is made, in which case such notice shall be given within ten (10) days after the date on which possession shall be taken. If Lessee shall not so elect to terminate this lease and the term hereof in the event of such a par- tial taking, including the taking of a portion of the building, or in the event of any other partial taking, then, upon the payment of any award arising from such condemnation the amount received shall be used promptly in defraying, to the extent that it suffices, the cost and ex- pense in making repairs to, alterations of, or additions to the improvements on the demised premises. For the purpose of restoring the same to an economic unit for Lessee's uses and purposes, to the extent that may have been made necessary by such condemnation. The balance, if any, remaining shall be retained by Lessor and in such case Lessee shall be entitled to an equitable reduction in rent for the balance of the term of this lease. Condemnation In the event of the partial condemnation of the building so as to render the Premises untenantable, the Tenant or Landlord shall have the option to cancel this lease within ninety (90) days after possession of the land or other property is legally authorized to be taken by the governmental authority. DEFAULT AND REMEDIES If default be made in the due and punctual payment of the rent or any part thereof, or any other payments provided for herein, as herein specified, and such default continues for a period of ten (10) days from the due date of such payment, or if default be made in the performance of any of the covenants and agreements contained in this lease. To be performed on the part of Tenant, and such default con- tinues for a period of thirty (30) days after receipt of written notice from Landlord advising Tenant of default, Landlord may elect at any time thereafter to terminate this lease and the term thereof, giving Tenant five (5) days' notice in writing of its intention to do so. If such default be not cured within that time or such additional time as may be reasonably necessary, provided Tenant shall promptly under- take the curing of the default, this lease and the term thereof shall terminate on the date fixed in such five (5) day notice or, if ad- ditional time be necessary as aforesaid, then upon the date when Tenant shall cease its endeavor to cure the default, as if said date were the date originally fixed in this lease for the termination or expiration thereof. If Tenant shall file a petition in bankruptcy or be adjudicated a bankrupt and such adjudication shall not be vacated or set aside within sixty (60) days from the date thereof, or if Tenant shall make as assignment for the benefit of creditors or take advantage of any insolvency act, or if a receiver shall be appointed for Tenant or its property and the appointment is not vacated or a bond posted within sixty (60) days thereafter, Landlord may terminate this lease forthwith upon written notice to Tenant. Upon any termination of this lease as herein provided, Landlord may reenter the premises either by force or otherwise, and Tenant expressly waives any notice of the proceedings required by law to be given preliminarily to a reentry by Landlord. Tenant hereby agrees that in case of such termination or in case of such reentry or attempted reentry by Landlord, Tenant will pay to Landlord a sum which, at the time of the happening of either of the aforesaid events equals the rent and other payments herein specified for the balance of the term of this lease, such sum to be due and payable forthwith. Upon any such reentry Landlord may, as agent for Tenant, relet the premises or any part thereof, and any rents so received shall be applied, first, to the cost of reletting, second, to any expense of restoring the premises to proper condition pursuant to any obligations of Tenant hereunder, and, third, on account of the rent due from, or as reimbursement of any rent paid by Tenant, holding Ten- ant responsible for any deficiency. Landlor 's right of reentry here- under shall be deemed to include the right to enter and remove Tenant and those claiming under it by means of summary or such other proceedings as prescribed by law. Landlord shall have the right to invoke any other remedy provided by law in case of breach of any of the covenants of this lease by Tenant. DEFAULT AND REMEDIES (a) It is mutually agreed that in the event Lessee shall de- fault in the payment of the rent herein reserved, when due, and fails to cure said default within thirty (30) days after written notice thereof from Lessor, or if Lessee shall be in default in performing any of the terms or provisions of this lease on its part to be performed and such default continues after notice from Lessor for more than thirty (30) days and such additional time, if any, as is reasonably necessary to cure such defaultor if Lessee is adjudicated bankrupt. Or if a permanent receiver is appointed for Lessee's property and such receiver is not removed within sixty (60) days after written notice from Lessor to obtain such removal. Of if Lessee makes an assignment for the benefit of creditors. Or if Lessee's effects should be levied upon or attached under process against Lessee and not satisfied or dis- solved within thirty (30) days of such additional time as may be rea- sonably required, provided Lessee shall proceed with due diligence to have same so satisfied or dissolved. Then, and in any of said events, Lessor may at once, or within six (6) months thereafter (but only dur- ing continuance of such default), terminate this lease by written no- tice to Lessee. Whereupon this lease shall end. Upon such termination by Lessor, Lessee will at once surrender possession of the premises to Lessor and remove all of Lessee's effects therefrom. Lessor may forthwith reenter the Premises and repossess himself without any liability for so doing. Should Lessor elect to terminate this lease by reason of any default by Lessee not so cured, Lessor may thereupon re- cover from Lessee the worth at the time of such termination of the de- ficiency, if any, between Lessee's rent herein reserved and the then existing reasonable market rental value of the premises. (b) It is mutually agreed that in the event Lessor shall fail to perform any of the covenants on its part to be performed and such de- fault continues after written notice from Lessee for more than thirty (30) days and such additional time, if any, as is reasonably necessary to cure such nonperformance, then Lessee may perform the same for the account of Lessor in which event Lessee may apply such claim against subsequent monthly installments of rent. DEFAULT BY TENANT Upon the happening of any of the following: (i) if Tenant fails either (a) to pay any sum required to be paid hereunder by Tenant when due and such failure shall continue for ten (l0) days, or (b) to perform or observe any other agreement or covenant or provision of this lease and any such failure shall continue for thirty (30) days after notice. (ii) if any voluntary petition or similar pleading under any bankruptcy act or under any Federal or State law seeking reorganization or arrangement with creditors or adjustment of debts, is filed by or against Tenant, or if any such petition or pleading is involuntary, and it is not adjudicated favorably to Tenant within thirty (30) days after its filing. (iii) if Tenant admits its inability to pay its debts, or if a re- ceiver, trustee or other court appointee is appointed for all or a sub- stantial part of Tenant's property. (iv) if the leasehold interest of Tenant is levied upon or at- tached by process of law. (v) if Tenant makes an assignment for the benefit of creditors, or if any proceedings are filed by or against Tenant to declare Tenant insolvent or unable to meet its debts. (vi) if a receiver or similar type of appointment or court ap- pointee or nominee of any name or character is made for Tenant or its property. (vii) if Tenant shall abandon the leased premises during the term of this lease or any renewals or extensions thereof, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this lease, (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within thirty (30) days from the date of its creation, service or filing). Thereupon, at Landlord's option, may, have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity. (a) Landlord may terminate this lease and forthwith repos- sess the leased premises and be entitled to recover forthwith as damages a sum of money equal to the total of (i) the cost of recovering the leased premises. (ii) the unpaid rent earned at the time of ter- mination, plus interest thereon at the maximum legal rate per annum from the due date. (iii) the balance of the rent for the remainder of the term less the fair market rental value of the leased premises for said period. (iv) any other sum of money and damages owed by Tenant to Landlord. (b) Landlord may terminate Tenant's right of possession (but not the lease) and may repossess the leased premises by forcible entry or detainer suit or otherwise, without demand or notice of any kind to Tenant and without terminating this lease, in which event Landlord may, but shall be under no obligation to do so, relet the same for the ac- count of Tenant for such rent and upon such terms as shall be satisfac- tory to Landlord. For the purpose of such reletting Landlord is authorized to decorate or to make any repairs, changes, alterations or additions in or to leased premises that may be necessary or con- venient, and (i) if Landlord shall fail or refuse to relet the leased premises. (ii) if the same are relet and a sufficient sum shall not be realized from such reletting after paying the unpaid basic and Ad- ditional Rent due hereunder earned but unpaid at the time of reletting plus interest thereon at the maximum legal rate, the cost of recovering possession, and all of the costs and expenses of such decorations, re- pairs, changes, alterations and additions and the expense of such re- letting and of the collection of the rent accruing therefrom to satisfy the rent provided for in this lease to be paid. Then Tenant shall pay to Landlord as damages a sum equal to the amount of the rental reserved in this lease for such period or periods, or if the leased premises have been relet, the Tenant shall satisfy and pay any such deficiency upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Article , Paragraph from time to time. That no delivery or recovery of any portion due Landlord hereunder shall be any defense in any action to recover any amount not theretofore reduced to judgment in favor of Landlord, nor shall such reletting be construed as an election on the part of Landlord to terminate this lease unless a written notice of such intention be given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this lease for such previous breach. DEFAULT BY TENANT The occurrence of any one or more of the following events shall constitute a material breach by Tenant: (a) The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of ten (10) days after receipt of written notice thereof by Tenant from Landlord. (b) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease where such failure shall continue for a period of thirty (30) days after receipt of written notice thereof by Tenant from Landlord. Provided, however, that if the nature of Tenant's default is such that it cannot be cured solely by payment of money and that more than thirty (30) days may be reasonably required for such cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within such thirty (30) day period and shall thereafter diligently prosecute such cure to completion. (c) (i) the making of any general arrangement or any assignment by Tenant for the benefit of creditors. (ii) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, that such petition is dismissed within ninety (90) days). (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets. (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets. TENANT'S DEFAULT. The occurrence of any of the following shall constitute a default by Tenant: (a) Failure to pay rent or any other sums payable by Tenant to Landlord hereunder, when due, if the failure continues for ten (10) days after notice has been given to Tenant, by Landlord. (b) Failure to perform any other provisions of this lease if the failure to perform is not cured within thirty (30) days after no- tice has been given to Tenant. If the default cannot reasonably be cured within thirty (30) days, Tenant shall not be in default of this Lease if Tenant commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure the default. (c) A general assignment by Tenant for the benefit of creditors. (d) The filing of a voluntary petition in bankruptcy by Ten- ant or the filing of an involuntary petition or petition for re- ceivership of the Tenant and any part of its assets by Tenant's creditors, said petition remaining undischarged for a period of ninety (90) days. DEFAULT If Tenant shall be in default of any provision of this Lease relating to the payment of rent, and such default shall continue for ten (10) days from receipt by Tenant of written notice from Landlord of such de- fault. If Tenant shall be in default of any other provision of this Lease and such default shall continue for thirty (30) days from re- ceipt by Tenant of written notice from Landlord specifying the default, then Landlord may enter the demised Premises, and repossess the same and expel Tenant and those claiming under and through Tenant without being deemed guilty in any manner of trespass, and upon entry as afore- said, this Lease shall terminate. Tenant will indemnify Landlord against all loss of rent which Landlord may incur by reason of such termination, provided Landlord shall make every reasonable effort to mitigate such loss by reletting the Demised Premises. If Landlord shall be in default of any provision of this Lease and such default shall continue for thirty (30) days from receipt by Landlord of a no- tice specifying the default, then Tenant may terminate this Lease with- out further obligation of Tenant and all prepaid rents and deposits shall be refunded. If either party shall become insolvent or make a general assignment for the benefit of creditors; or if any proceeding under any bankruptcy or insolvency statute is commenced by or against either party; or if a receiver, trustee or liquidator is appointed to take charge of all or substantially all of either party's assets, then this Lease may, at the option of the other party, terminate upon thirty (30) days prior written notice. CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord shall have the following rights, each of which Landlord may exercise without notice to Tenant and without liability to Tenant for damage or injury to property, person or business on account of the exercise thereof, and the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of Tenant's use or pos- session of the Premises and shall not give rise to any claim for set- off or abatement of rent and any other claim: (i) To change the Building's name or street address. (ii) To install, affix and maintain any and all signs on the ex- terior and on the interior of the Building. (iii) To decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Build- ing, or any part thereof, and for such purposes to enter upon the Premises, and during the continuance of any of said work, to tem- porarily close doors, entryways, public space and corridors in the Building and to interrupt or temporarily suspend services or use of facilities, all without affecting any of Tenant's obligations here- under, so long as the Premises are reasonably accessible and usable. (iv) To furnish door keys for the entry door(s) in the Premises at the commencement of the Lease and to retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. Tenant agrees to purchase only from Landlord additional duplicate keys as required, to change no locks, and not to affix locks on doors with- out the prior written consent of the Landlord. Notwithstanding the provisions for Landlord's access to Premises, Tenant relieves and re- leases the Landlord of all responsibility arising out of theft, robbery and pilferage. Upon the expiration of the term of or Lessee's right to possession, Tenant shall return all keys to Landlord and shall disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises. (v) To designate and approve all window coverings used in the Building. (vi) To approve the weight, size and location of safes, vaults and other heavy equipment and articles in and about the Premises and the Building so as not to exceed to legal live load per square foot desig- nated by the structural engineers for the Building, and to require all such items and furniture and similar items to be moved into or out of the Building and Premises only at such times and in such manner as Landlord shall direct in writing. Tenant shall not install or operate machinery or any mechanical devices of a nature not directly related to Tenant's ordinary use of the Premises without the prior written consent of Landlord. Movements of Tenant's property into or out of the Build- ing or Premises and within the Building are entirely at the risk and responsibility of Tenant, and Landlord reserves the right to require permits before allowing any property to be moved into or out of the Building or Premises. (vii) To establish controls for the purpose of regulating all property and packages, both personal and otherwise, to be moved into or out of the Building and Premises and all persons using the Building after normal office hours. (viii) To regulate delivery and service of supplies in order to insure the cleanliness and security of the Premises and to avoid congestion of the loading docks, receiving areas and freight elevators. (ix) To show the Premises to prospective Tenants at reasonable hours during the last twelve months of the term and, if vacated or abandoned, to show the Premises at any time and to prepare the Premises for re-occupancy. (x) To erect, use and maintain pipes, ducts, wiring and conduits, and appurtenances thereto, in and through the Premises at reasonable locations. (xi) To enter the Premises at any reasonable time to inspect the Premises. (xii) To grant to any person or to reserve unto itself the ex- clusive right to conduct any business or render any service in the Building. If Landlord elects to make available to Tenants in the Build- ing any services or supplies, or arranges a master contract therefor, Tenant agrees to obtain its requirements, if any, therefor from Landlord or under any such contact, provided that the charges therefor are reasonable. LANDLORD'S REMEDIES. Landlord shall have the following reme- dies if Tenant commits or suffers a default as described in Paragraph above, which remedies are not exclusive but are cumulative and in addition to any remedies now or later allowed by law. (a) Either with or without notice of demand, declare the Term ended and re-enter the premises or any part thereof, either with or without process of law, and expel or remove therefrom Tenant and all parties occupying the same or any of them, using force as may be neces- sary so to do, and again repossess and enjoy the same without prejudice to any remedies that Landlord may otherwise have by reason of the Tenant's breach hereof. or (b) Re-enter the premises, at its option, without declaring the Lease Term ended and relet the whole or any part thereof for the account of Tenant on such terms and conditions and at such rent as Landlord may deem proper, collecting such rent and applying it on the amount due from Tenant hereunder and on the expense of such reletting (including expenses of alteration and special inducements to any one or more replacement Tenants). For any other damage or expense so sustained by Landlord, or any such item or items, recovering from Tenant the difference between the proceeds of such reletting and the amount of rentals reserved hereunder and any such damage or attorney's or real- tor's fees or other expenses from time to time which said sum Tenant agrees to pay Landlord upon demand. (c) Rent and other sums payable by Tenant to Landlord not paid when due shall bear interest at the rate of ten percent (10%) per year from the date due until paid. Rights Reserved to Landlord Landlord shall have the following rights exercisable without no- tice and without liability to Tenant for damage or injury to property, person or business, (all claims for damage being hereby released) and without effecting an eviction or disturbance of Tenant's use or pos- session or giving rise to any claim for setoffs, or abatement of rent. a) To change the name or street address of the building. b) To install and maintain signs on the exterior and interior of the building. c) To designate all sources furnishing sign painting and lettering, ice, mineral or drinking water, beverages, foods, towels, vending machines or toilet supplies used or consumed on the Premises. d) To have pass keys to the Premises. e) To decorate, remodel, repair, alter or otherwise prepare the leased Premises for reoccupancy during the last six months of the term hereof, if during or prior to such time Tenant vacates the Premises, or at any time after Tenant abandons the Premises. f) To enter the Premises at reasonable hours to make inspections, or to exhibit the Premises to prospective Tenants, purchasers or others, or for other reasonable purposes. g) To require all persons entering or leaving the building during such hours as Landlord may from time to time reasonably determine to follow reasonable security regulations, to identify themselves to a watchman by registration or otherwise and to establish their right to enter or leave, and to exclude or expel any peddler, solicitor or beggar at any time from the Premises or the building. h) To approve the weight, size and location of safes, computers, and other heavy articles in or about the Premises and the building and to require all such items and other office furniture and equipment to be moved in and out of the building and Premises only at such times and in such manner as Landlord shall direct and in all events at Tenant's sole risk and responsibility. i) At any time or times, to decorate and to make, at its own expense, repairs, alterations, additions and improvements, structural or otherwise, in or to the Premises, the building or part thereof, and to perform any acts related to the safety, protection or preservation thereof, and during such operations to take into and through the Premises or any part of the building all material and equipment required and to close or temporarily suspend operation of entrances, doors, corridors, or other facilities. Provided that Landlord shall cause as little inconvenience or annoyance to Tenant as is reasonably necessary in the cirucmstances, and shall not do any act which permanently reduces the size of the Premises. Landlord may do any such work during ordinary business hours and Tenant shall pay Landlord for overtime and for any other expenses incurred if such work is done during other hours at Tenant's request. j) To do or permit to be done any work in or about the Premises or the building or any adjacent or nearby building, land, street or driveway. k) To grant to anyone the exclusive right to conduct any business or render any services in the building, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted by Article . l) To close the building at such reasonable time as Landlord may determine, subject, however, to Tenant's right to admittance under such regulations as shall be prescribed from time to time by Landlord. Rights Reserved to Landlord. Landlord shall have the fol- lowing rights exercisable without notice and without liability to Tenant for damage or injury to property, person or business (all claims for damage being hereby released), and without effecting an eviction or disturbance or Tenant's use or possession or giving rise to any claim for setoffs, or abatement of rent. A. To change the name or street address of the Building. B. To install and maintain signs on the exterior and interior of the Building. C. To designate all sources furnishing sign painting and lettering, ice, mineral or drinking water, beverages, foods, towels, vending machines or toilet supplies used or consumed on the Premises. D. To have passkeys to the Premises. E. To decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy during the last six months of the term hereof, if during or prior to such time Tenant vacates the Premises, or any time after Tenant abandons the Premises. F. To enter the Premises at reasonable hours to make inspections, or to exhibit the Premises to prospective Tenants, purchasers or others, or for other reasonable purposes. G. To have access to all mail chutes according to the rules of the United States Post Office. H. To require all persons entering or leaving the Building during such hours as Landlord may from time to time reasonably determine to identify themselves to a watchman by registration or otherwise and to establish their right to leave or enter, and to exclude or expel any peddler, solicitor or beggar at any time from thePremises of the Building. I. To approve the weight, size and location of safes, computers, and other heavy articles in and about the Premises and the Building and to require all such items and other office furniture and equipment to be moved in and out of the Building and Premises only at such time and in such manner as Landlord shall direct and in all events at Tenant's sole risk and responsibility. J. At any time or times, to decorate and to make, at its own expense, repairs, alterations, additions and improvements, structural or otherwise, in or to the Premises, the Building or part thereof, and to perform any acts related to the safety, protection or preservation thereof, and during such operations to take into and through the Premises or any part of the Building all material and equipment required. To close or temporarily suspend operation of entrances, doors, corridors, elevators or other facilities, provided that Landlord shall cause as little inconvenience or annoyance to Tenant as is reasonably necessary in the circumstances, and shall not do any act which permanently reduces the size of the Premises. Landlord may do any such work during ordinary business hours and Tenant shall pay Landlord for overtime and for any other expenses incurred if such work is done during other hours at Tenant's request. K. To do or permit to be done any work in or about the Premises or the Building or any adjacent or nearby Building, land, street or alley. L. To grant to any one the exclusive right to conduct any business or render any service in the Building, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted by Section of this Lease. M. To close the Building at 8:00 p.m. or at such other reasonable time as Landlord may determine, subject, however, to Tenant's right to admittance under such regulations as shall be prescribed from time to time by Landlord. N. To prohibit the placing of vending or dispensing machines of any kind in or about the premises without the prior written permission of the Landlord. O. Landlord reserves the right under the terms of this Lease to require Tenant to move to equivalent space on another floor in the Building upon receipt of thirty (30) days' written notice from Landlord, in which event, Landlord shall pay all moving costs, and the rent provided for herein shall remain the same. and P. All other rights reserved by the Landlord pursuant to the provisions of this Lease. Rights and Remedies of Landlord. All rights and remedies of Landlord herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. A. If any voluntary or involuntary petition or similar plead- ing under any section or sections of any bankruptcy act shall be filed by or against Tenant, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant's debts, or Tenant makes an assignment for the be- nefit of its creditors, or a trustee or receiver is appointed for Ten- ant or for the major part of Tenant's property. Then and in any such event, Landlord may, if Landlord so elects but not otherwise, and with or without notice of such election, and with or without entry or other action by Landlord, forthwith terminate this lease, and notwithstanding any other provisions of this Lease. Landlord shall forthwith upon such termination be entitled to recover damages in an amount equal to the then present value of the rent specified in Sections 3 and 4 of this Lease for the residue of the stated term hereof, less the fair rental value of the Premises for the residue of the stated term. B. If Tenant defaults in the prompt payment of rent and such default shall continue for five or more days after the same be due and payable or in the performance or observance of any other provision of this Lease and such other default shall continue for ten or more days after notice thereof shall have been given to Tenant. If the lease- hold interest of Tenant be levied upon under execution or attached by process of law, or if Tenant abandons the Premises, then and in any such event Landlord, if it so elects, with or without notice or demand, forthwith, or at any time therefter while such default continues, either may terminate Tenant's right to possession, without terminating this Lease, or may terminate this Lease. If the term of any lease, other than this Lease, made by Tenant for any Premises in the building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease, such fact shall empower Landlord, at Landlord's sole option, to terminate this Lease by notice to Tenant. C. Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant's right to pos- session without termination of this Lease, Tenant shall surrender pos- session and vacate the Premises immediately, and deliver into the upon the Premises in such event with or without process of law and to repos- sess Landlord of the Premises as of Landlord's former estate and to ex- pel or remove Tenant and any others who may be occupying or within the Premises. To remove any and all property therefrom, using such force as may be necessary, without being deemed in any manner guilty of trespass, eviction, forcible entry or detainer, or converstion of property, and without relinquishing Landlord's rights to rent or any other right given to Landlord hereunder or by operation of law. Tenant expressly waives the service of any demand for payment of rent or for possession and the service of any notice of Landlord's election to ter- minate this Lease or to re-enter the Premises. Including every form of demand and notice prescribed by any statute or other law, and agrees that the simple breach of any covenant or provision of this Lease by Tenant shall, of itself, without the service of any notice or demand whatsoever, constitute a forcible detainer by Tenant of the Premises within the meaning of the statutes of the state of . D. If Tenant abandons the Premises or otherwise entitles Landlord so to elect, and if Landlord elects to terminate Tenant's right to possession only, without terminating this Lease, Landlord may, at Landlord's option, enter upon the Premises, remove Tenant's signs and other evidences of tenancy. Take and hold possession thereof as provided in paragraph C of this section , without such entry and possession terminating this Lease, or releasing Tenant, in whole or in part, from Tenant's obligation to pay the rent hereunder for the full term. In any such case Tenant shall pay forthwith to Landlord's sum equal to the entire amount of the rent specified in section of this Lease for the residue of the stated term plus any other sums then due hereunder, upon and after entry into possession without termination of this Lease, Landlord may but need not, relet the Premises or any part thereof for the account of Tenant to any person, firm or corporation other than Tenant for such rent, for such time and upon such terms as Landlord in Landlord's sole discretion shall determine, and Landlord shall not be required to accept any Tenant offered by Tenant or to ob- serve any instructions given by Tenant about such reletting. In any such case, the Landlord may make repairs, alterations and additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord's expenses of the reletting. If the consideration collected by Landlord upon any such reletting for Tenant's account is not sufficient to pay the full amount of unpaid rent reserved in this Lease, together with the cost of repairs, alterations, additions, redecorating and Landlord's expenses, Tenant shall pay to Landlord the amount of any deficiency, upon demand. If the consideration so collected from any such reletting is more than sufficient to pay the full amount of the rent reserved herein, together with the costs and expenses of Landlord, Landlord, at the end of the stated term of this Lease, shall account for the surplus to Tenant. E. Tenant hereby constitutes and irrevocably appoints any at- torney of any court to be the true and lawful attorney of Tenant, and, in the name, place and stead of Tenant, to appear for and on behalf of Tenant in any court of record at any time in any suit or suits brought against Tenant for the enforcement of any right hereunder by Landlord. To waive the issuance and service of process and trial by jury, and from time to time, to confess judgment or judgments in favor of Landlord and against Tenant for any rent or other sums due. Hereunder by Tenant to Landlord, and interest thereon, and for costs of suit and for a reasonable attorneys's fee in favor of Landlord to be fixed by the court, and to release all errors that may occur or intervene in such proceedings, including the issuance of execution upon any such judg- ment, and to stipulate that no appeal shall be prosecuted from such judgment or judgments. That no proceedings in chancery or otherwise shall be filed or prosecuted to interfere in any way with the operation of such judgment or judgments or of any execution issued thereon or with any supplemental proceedings taken by Landlord to collect the amount of any such judgment or judgments, and to consent that execution on any judgment or decree in favor of Landlord and against Tenant may issue forthwith. F. Any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed or stored in a commercial warehouse or otherwise by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be re- sponsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord's possession or under Landlord's control. Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the term, however terminated, shall be conclusively deemed to have been forever abandoned by Tenant. G. Tenant shall pay all Landlord's costs, charges and ex- penses, including the fees of counsel, agents and others retained by Landlord, incurred in enforcing Tenant's obligations hereunder or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord's fault, to become involved or concerned. H. If Tenant violates any of the terms and provisions of this Lease, or defaults in any of its obligations hereunder, other than the payment of rent or other sums payable hereunder, such violations may be restrained or such obligation enforced by injunction. I. Tenant hereby grants to Landlord a first lien and se- curity interest upon the interest of Tenant under this Lease and the personal property of the Tenant located in the Premises to secure the payment of monies due under this Lease, which lien may be foreclosed in equity. RESERVATION OF RIGHTS BY LANDLORD Unless expressly waived in writing, Landlord shall have the following rights, exercisable without notice (except as provided to the contrary in subsection (1), without any liability to Tenant for damage or injury to person, property or business, without being deemed an eviction or disturbance in any manner of Tenant's use or possession of the Premises and without relieving Tenant from its obligation to pay all rent when due or from any other obligation under this lease. (1) to change the Building's name without notice or to change the Building's street address upon 60 days' prior notice. (2) to install, affix and maintain any and all signs on the exterior and/or interior of the Building (excluding the interior of the leased premises). (3) to designate or approve prior to installation all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting, fixtures or equipment that may be visible from the exterior of the leased premises of the Building. (4) to display the leased premises to prospective Tenants at reasonable hours during the last l2 months of the term hereof. (5) to change the arrangement and/or location of entrances, doors, corridors, elevators, stairs, toilets or other public parts of the Building. (6) to grant to any person the ex- clusive right to conduct any business or render any service in or to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the leased premises for such purposes as are permitted under this lease. (7) to prohibit the placing of vending or dispensing machines of any kind in or about the leased premises, except machines for the exclusive use of Tenant, its employees and invitees. (8) to have access for Landlord and other Tenants of the Building to any mail chutes located in the leased premises according to the rules of the United States Post Office. (9) to close the Building after re- gular working hours and on Saturdays, Sundays and national holidays, under such regulations as Landlord prescribes for security purposes. (10) to take any and all reasonable measures, including inspections, repairs, alterations, decorations, additions and improvements to the leased premises or to the Building, as may be necessary or desirable in the operation thereof or for the safety, protection or preservation thereof or Landlord's interest therein. (11) to retain at all times master keys or passkeys to the leased premises. and (12) to install, operate and maintain a Building security system which monitors, by closed circuit television or otherwise, all traffic entering and leav- ing the Building. LANDLORD'S REMEDIES In the event of any material breach of this Lease by Tenant, then Landlord in addition to other rights or remedies it may have, shall have the right to terminate this Lease upon fifteen (15) days written notice to the Tenant and also the right, with or without termination of this Lease, of re-entry upon and taking possession of the Premises and Landlord may remove all persons and property from the Premises. Such property may be removed and stored in any other place in the Building or in any other reasonably secure place for the account of and at the expense and risk of Tenant. Tenant hereby waives all claims for damages which may be caused by the re-entry of Landlord and taking pos- session of the Premises or removing or storing the furniture and property as herein provided and shall save Landlord harmless from any costs and damages occasioned Landlord thereby, and no such re-entry shall be considered or be construed to be a forcible entry. Should Landlord elect to re-enter, as herein provided, or should it take pos- session pursuant to legal proceedings or pursuant to any notice provided for by Law, Landlord may either terminate this Lease or, Landlord may from time to time, without terminating this Lease, relet the Premises or any part thereof for such term or terms and at such ren- tal or rentals and upon such other terms and conditions as may be rea- sonable, with the right to make minor alterations and repairs to the Premises. Rental received by Landlord from such reletting shall be ap- plied first, to the payment of any costs of such reletting including reasonable brokerage and attorney's fee, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. Should such rentals received from such reletting during any month be less than one twelfth (1/12) of the annual rent reserved hereunder, then Tenant shall pay such de- ficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention be given to Tenant in which event Tenant's obligations to Landlord shall forthwith cease, or unless the termination thereof be decreed by a court of com- petent jurisdiction. Landlord's Remedies If default shall be made in the payment of any sum required to be paid by Tenant under this Lease and default shall continue for five (5) days after written notice to Tenant, or default shall be made in the performance of any of the other covenants or conditions which Tenant is required to observe and perform. Such default shall continue for thirty (30) days after written notice to Tenant, or if the interest of Tenant under this Lease shall be levied on under execution or other legal process, or if any petition shall be filed by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant's debts or obligations, or if any petition shall be filed or other action taken to reorganize or modify Tenant's capital structure if Tenant be a corporation or other entity, or if Tenant be declared insolvent according to law, of if any assignment of Tenant's property shall be made for the benefit of creditors, or if a receiver or trustee is appointed for Tenant or its property. If Tenant shall abandon the Premises or discontinue its day to day business activities during the term of this Lease, the Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease. If Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within thirty (30) days from the date of its creation, service or filing) and thereupon, at its option, may, without notice or demand of any kind to Tenant or any other person, have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity. 1. Landlord may terminate this Lease and forthwith repossess the Premises and be entitled to recover forthwith as damages a sum of money equal to the balance of the total rent then remaining unpaid hereunder less the rental value of the Premises for such period remaining of the term of this Lease for which the Premises are relet, and any other sum of money and damages owed by Tenant to Landlord. 2. Landlord may terminate Tenant's right of possession and may re- possess the premises by forcible entry or detainer suit or otherwise, without demand or notice of any kind to Tenant and without terminating this Lease, in which event Landlord may, but shall be under no ob- ligation so to do, relet the same for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting Landlord is authorized to decorate or to make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient and if Landlord shall fail or re- fuse to relet the Premises, or if the same are relet and a sufficient sum shall not be realized from such reletting after paying all of the costs and expenses of such decorations, repairs, changes, alterations and additions and the expense of such reletting and the collection of the rent accruing therefrom to satisfy the rent. Provided for in the Lease to be paid, then Tenant shall pay to Landlord as damages a sum equal to the amount of the rental reserved in this Lease for such peri- od or periods, or if the Premises have been relet the Tenant shall satisfy and pay any such deficiency upon demand therefore from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due under the terms of this Lease from time to time, and that no delivery or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for an amount not here- tofore reduced to judgment in favor of Landlord. DEFAULT BY LANDLORD The occurrence of any one or more of the following events shall constitute a material breach by Landlord. (a) The failure by Landlord to make any payment required to be made by Landlord hereunder, as and when due, where such failure shall continue for a period of ten (10) days after written notice thereof from Tenant to Landlord. (b) The failure by Landlord to observe or perform any of the covenants, conditions or provisions of this Lease where such failure shall continue for a period of thirty (30) days after written notice thereof from Tenant to Landlord. Provided however, that if the nature of Landlord's default is such that it cannot be cured solely by payment of money and that more than thirty (30) days may be reasonably required for such cure, then Landlord shall not be deemed to be in default if Landlord shall commence such cure within such thirty (30) day period and shall thereafter diligently prosecute such cure to completion. LANDLORD'S REMEDIES. If default shall be made in the payment of the Rent or any install- ment thereof or in the payment of any other sum required to be paid by Tenant under this Lease or under the terms of any other agreement be- tween Landlord and Tenant and such default shall continue for five (5) days after written notice to Tenant. If default shall be made in the observance or performance of any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and such default shall continue for ten (10) days after written notice to Ten- ant, or if a default involves a hazardous condition and is not cured by Tenant immediately upon written notice to Tenant, or if the interest of Tenant in this Lease shall be levied on under execution or other legal process. If any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within thirty days from the filing thereof, or if a receiver shall be appointed for Tenant or any of the property of Tenant by any court and such receiver shall not have been dismissed within thirty days from the date of his appointment. If Tenant shall make an assignment for the benefit of creditors, or if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall abandon or vacate the Premises during the Term, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and thereupon at its option may, with or without notice or demand of any kind to Tenant or any other person, have anyone or more of the following described remedies in addition to all other rights and remedies provided at law or in equity or elsewhere herein. (i) Landlord may terminate this Lease and the Term created hereby, in which event Landlord may forthwith repossess the Premises and be entitled to recover forthwith, in addition to any other sums or damages for which Tenant may be liable to Landlord, as damages a sum of money equal to the excess of the value of the rent provided to be paid by Tenant for the balance of the Term over the fair market rental value of the Premises, after deduction of all anticipated expenses or relet- ting, for said period. Should the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting, for the balance of the term exceed the value of the rent provided to be paid by Tenant for the balance of the term, Landlord shall have no obligation to pay to Tenant the excess or any part thereof or to credit such excess or any part thereof against any other sums or damages for which Tenant maybe liable to Landlord. (ii) Landlord may terminate Tenant's right of possession and may repossess the Premises by forcible entry and detainer suit, by tak- ing peaceful possession or otherwise, without terminating this Lease, in which event Landlord may, but shall be under no obligation to, relet the same for the acount of Tenant, for such rent and upon such terms as shall be satisfactory to Landlord. for the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. If Landlord shall fail to relet the Premises, Tenant shall pay to Landlord as damages a sum equal to the amount of the rent re- served in this Lease for the balance of the term. If the Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the costs and expenses of all decoration, repairs, remodeling, alterations and additions and the expenses of such relet- ting and of the collection of the rent accruing therefrom to satisfy the Rent provided for in this Lease, Tenant shall satisfy and pay the same upon demand therefor from time to time. Tenant shall not be en- titled to any rents received by Landlord in excess of the rent provided for in this Lease. Tenant agrees that Landlord may file suit to re- cover any sums falling due under the terms of this Paragraph from time to time and that no suit or recovery of any portion due Landlord hereunder shall be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. LANDLORD'S DEFAULT AND TENANT'S REMEDIES. Landlord shall be in default of this Lease if it fails or refuses to perform any provision of this Lease that it is obligated to perform if the failure to perform is not cured within thirty (30) days after written notice of the default has been given by Tenant to the Landlord. If the default cannot reasonably be cured within thirty (30) days, Landlord shall not be in default of this Lease if Landlord commences to cure the default within the thirty (30) day period and diligently and in good faith con- tinues to cure the default. Tenant, at any time after Landlord commits a default, can cure the default at Landlord's cost. If Tenant at any time, by reason of Landlord's default, pays any sum or does any act that requires the pay- ment of any sum, the sum paid by Tenant shall be due immediately from Landlord to Tenant upon receipt by Landlord of Tenant's written demand therefor, and if paid at a later date, shall bear interest at the rate of ten percent (10%) per annum from the date of receipt by Landlord of Tenant's written demand therefor until Tenant is reimbursed by Landlord. If Landlord fails to reimburse Tenant as required by this paragraph, Tenant shall have the right to withhold from future rent due the sum Tenant has paid until Tenant is reimbursed in full for the sum and interest on it, but shall not be entitled to terminate this Lease. COVENANTS OF LESSOR. Lessor covenants and agrees with Lessee that: (a) The demised premises will comply in every respect with the laws, ordinances and regulations, municipal or otherwise that are in effect and may govern the same on the date of this lease. (b) Lessor will make all necessary repairs and replacements to the Building during the first year of Lessee's possession where necessary due to defective labor and material. Including repairs cov- ered by warranties of Lessor's contractors. Correction due to any failure to comply with the plans and specifications as approved by Les- see. Should Lessor fail or neglect to make said repairs or re- placements of any parts thereof, for which Lessor is responsible, Les- see, may after giving written notice to Lessor requiring said repairs or replacements, have the right to make such repairs or replacements or cause said repairs or replacements to be made and deduct the cost thereof from rental accruing. (c) Lessor agrees that Lessee shall have quiet and peaceable possession and enjoyment of Leased premises during the term aforesaid, and Lessor warrants and agrees to defend Lessee in such quiet and peaceful use against claims of all persons whomsoever. (d) Lessee shall have the right at its own expense to make such alterations, additions, installation, changes, and improvements in and upon the demised premises as may be necessary for Lessee's purposes, provided such alterations, additions, installations, changes, and improvements shall not damage the Building or diminish its value and provided written consent is first obtained from the Lessor which consent will not be unreasonably withheld. Lessee shall upon the ter- mination of this lease or at any time during the continuance hereof have the right to remove any alterations, additions, installation, changes, and improvements to said premises made by Lessee, and at the expense of Lessee. Any damage caused by such removal will be repaired by Lessee at its expense and prior to the surrender of leased premises. In the event Lessee fails to so remove any of said additions, improvements, or property which Lessee has the right to remove prior to the termination hereof, Lessee shall be deemed to have abandoned the said property and thereupon the same shall become the property of Lessor. (e) Lessee shall have the exclusive right to install its sign or display upon the building, provided such sign or signs shall not injure the building and provided further that any sign attached to the building shall be in conformity with the city or other municipal ordi- nance covering the same. Upon the termination of this lease or upon the removal of such sign or signs, any defacement or damage to the ex- terior of the building shall be promptly repaired by Lessee. (f) Lessor agrees during the term of this lease to keep in good repair the roof, foundation, and exterior walls of the leased premises, except repairs rendered necessary by the negligence of Les- see, its agents, employees, and servants. Lessor shall not be re- sponsible for the repairs of paved areas. TENANT'S REMEDIES In the event of any material breach of this Lease by Landlord, then Tenant in addition to other rights or remedies it may have, at Tenant's sole option, may perform such obligations of Landlord. Tenant shall have the right to set off any expense incurred thereby against any rent or other payment due or to become due hereunder. COVENANTS OF LESSEE. Lessee covenants and agrees with Lessor that Les- see will during the term of this lease: (a) pay the rent as above specified. (b) use and occupy the said premises in a careful and proper manner. (c) comply with all lawful requirements of state, municipal, or public authorities respecting Lessee's use and occupancy of said premises. (d) after the first year of Lessee's possession, perform and pay for all repairs and maintenance to the building and the demised Premises. Provided, however, that Lessee will not be obligated to make such repairs or perform such obligations as are in this lease assumed by Lessor. (e) pay as the same shall become due, all ad valorem taxes, property taxes, or other assessments, except special assessments, that may be levied against the demised property and any and all improvements thereon. (f) pay as the same shall become due, all taxes or as- sessments levied against it on account of the operation upon the de- mised property of the business operated thereon. (g) surrender demised Premises at the expiration of the lease or any extensions thereof in good condition, ordinary wear and tear, and damage by fire, storm, wind, flood, or other casualty excepted. (h) permit Lessor to enter demised Premises at all reasonable times for the purpose of inspecting the demised Premises. (i) pay for all utilities used on the demised Premises. (j) repair or replace dock bumpers, loading doors, personnel doors, fire doors, windows, and operating hardware and accessories. (k) repair and maintain air conditioning and heating systems and repair and maintain all fire protective systems, plumbing systems, electrical systems, pumps for the sprinkler system and domestic system, wastewater and stormwater collection and disposal systems. Tenant Shall Tenant shall do the following: Repairs: Keep in good order, condition and repair the interior of the Premises at Tenant's expense, except for ordinary wear and as otherwise provided in this Lease, and shall promptly and adequately repair all damage to the interior of the Premises under the supervision and ap- proval of the Landlord. Removal Permit: List all furniture, equipment and similar articles Tenant desires to remove from the Premises or the building and deliver a copy to Landlord and procure a removal permit from the office of the building authorizing building employees to permit such articles to be removed. Doors to be Locked: Close and securely lock all doors before leaving the Premises unattended. Any damage resulting from failure to do so shall be paid by Tenant. Holding Over: Pay Landlord for each day Tenant retains possession of the Premises or any part thereof after termination hereof, by lapse of time or otherwise _______________________________ ($ ) per day rental and also pay all damages sustained by Landlord by reason of such retention. Acceptance by Landlord of rent after such ter- mination shall not constitute a renewal nor waive Landlord's right of re-entry or any other right. Laws and Regulations: Comply with all reasonable rules and regulations Landlord may adopt from time to time for the protection and welfare of the building and its Tenants and occupants, and comply with all laws, ordinances, orders and regulations and with the directions of any public officer authorized by law with respect to the Premises and the use and occupancy thereof. Light Bulbs and Lamps: Purchase from Landlord or its agents or from an independent contractor to be designated by Landlord, all lamps, bulbs and ballasts used in the Premises. Tenant shall pay for the furnishing and installation of lamps, bulbs and ballasts at prices to be standard for the building. Tenant shall not do the following: Signs: Affix, or cause to be affixed to any part of the building of which the Premises are a part, any sign, advertisement or notice with- out the prior consent of Landlord. Advertising: Advertise the business, profession or activities of Ten- ant in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining thereto or use the name of the building for any purpose other than that of the business address of the Tenant, or use any picture or likeness of the building or the name thereof, or any other name by which the building may from time to time be known, in any lettterheads, enve- lopes, circulars, notices, advertisements, containers or wrapping material, without Landlord's express consent in writing. Article sold: Exhibit, sell or offer for sale, use, rent, or exchange in the Premises or building any article, thing or service except those ordinarily embraced within the use of the Premises specified in article ____ without the prior written consent of Landlord. Unlawful Use: Make or permit any use of the Premises which, directly or indirectly, is forbidden by law, ordinance or governmental or municipal regulation or order, or which may be dangerous to life, limb or property. Hazardous Materials: Use or permit to be brought into or kept in the Premises or the building any flammable oils or fluids, or any explosive or other articles deemed hazardous to person or property, or do or permit to be done any act or thing which will invalidate or be in con- flict with fire or other insurance policies covering the building or its operation, or the Premises or part of either. Do or permit to be done anything in or upon the Premises, which shall not comply with all rules, orders, regulations, or requirements of the Board of Fire Under- writers, or any similar organization (and Tenant shall at all times comply with all such rules, orders, regulations or requirements), or which shall increase the rate of insurance on the building, its ap- purtenances or contents. If by reason of the failure of Tenant to comply with the provisions of this paragraph, any insurance premium shall at any time be increased above what it otherwise would be, Tenant shall reimburse Landlord to the extent of all such increase in premiums paid by Landlord. Various Prohibited Uses: Overload any floor; install or operate any refrigerating, heating or air conditioning apparatus or carry on any mechanical business, without the prior written permission of Landlord. Use the Premisesfor housing, lodging or sleeping purposes; permit preparation or warming of food in the Premises or permit food to be brought into the Premises for consumption therein, except by express permission of Landlord, who may in its sole discretion refuse such permission or impose any conditions in granting it, and revoke it at will, (warming of coffee and individual lunches of employees excepted). Sound Devices: Place any radio or television antenna on the roof or on or in any part of the inside or outside of the building other than the inside of the Premises; or operate or permit to be operated any musical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises. Operate any electrical device from which may emanate electrical waves, which may interfere with or impair radio or television broadcasting or reception from or in the building or elsewhere. Nuisances: Bring or permit to be in the building any bicycle or other vehicle, or dog (except in the company of a blind person) or other ani- mal or bird; make or permit any objectionable noise or odor to emanate from the Premises; do anything therein tending to create, or maintain, a nuisance; disturb, solicit or canvass any occupant of the building, or do any act tending to injure the reputation of the building. Cleanliness and Obstruction of Public Areas: Place anything or allow anything to be placed near the glass of any door, partition or window which may be unsightly from outside the Premises; or, allow anything to remain in place or store anything in, or obstruct in anyway, any pas- sageway exit, stairway, or parking area. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in clean and sightly condition. Additional Locks: Attach or permit to be attached additional locks or similar devices to any door, transom or window; change existing locks or the mechanism thereof; or make or permit to be made any keys for any door other than those provided by Landlord. (If more than two keys for one lock are desired, Landlord will provide them upon payment therefore by Tenant). Defacing Premises: Do any painting or decorating in the Premises; or mark, paint, cut or drill into, drive nails or screws into, or in any way deface any part of the Premises or building, outside or inside, without the written consent of Landlord. Alterations: Make installations, alterations, or additions in or to the Premises without submitting plans and specifications to Landlord and securing Landlord's prior written consent in each instance. Such work shall be done at Tenant's expense by employees or contractors em- ployed or approved by Landlord. Premises, building and site shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to Tenant. Parking Facilities: Use parking facilities contrary to rules and re- gulations adopted by Landlord and applicable to all Tenants of build- ing, nor use more then ___________ parking spaces for its employees, agents, visitors and invitees. Tenant's Obligations. A. Repairs. Except for ordinary wear and as otherwise provided in this Lease, Tenant shall at all times during the term here- of, at its sole expense, keep the Premises and every part thereof in good order, repair and condition, and Tenant shall promptly arrange with Landlord at Tenant's sole expense for the repair of all damages to the Premises and the replacement or repair of all damaged or broken glass (including signs thereon). Fixtures and appurtenances (including hardware and heating, cooling, ventilating, electrical, plumbing and other mechanical facilities in the Premises), with materials equal in quality and class to the original materials damaged or broken, within any reasonable period of time specified by Landlord, all repairs and replacements to be made under the supervision and with the prior writ- ten approval of Landlord, using contractors or persons acceptable to Landlord. If Tenant does not promptly make such arrangements, Landlord may, but need not, make such repairs and replacements and the amount paid by Landlord for such repairs and replacements shall be deemed ad- ditional rent reserved under this Lease due and payable forthwith. Landlord may, but shall not be required to do so, enter the Premises at all reasonable times to make any repairs, alterations, improvements or additions, including, but not limited to, ducts and all other facilities for heating and air conditioning service, as Landlord shall desire or deem necessary for the safety, preservation or improvement of the Building, or as Landlord may be required to do so by the munici- pality in which the Building is located or by the order or decree of any court or by any other proper authority. The cost of all repairs made by Landlord to the Property which are made necessary as a result of misuse or neglect by Tenant or Tenant's employees, invitees or agents shall be immediately paid by Tenant to Landlord upon being billed for same. B. Removal Permit. Tenant shall list all furniture, equip- ment and similar articles Tenant desires to remove from the Premises or the Building and deliver a copy to Landlord and procure a removal permit from the Office of the Building authorizing Building employees to permit such articles to be removed. C. Doors To Be Locked. Before leaving the Premises unat- tended, Tenant shall close and securely lock all doors and transoms and shut off all utilities in the Premises. Any damage resulting from failure to do so shall be paid by Tenant. D. Holding Over. Tenant shall pay to the Landlord for each day Tenant retains possession of the Premises or any part thereof after termination hereof, by lapse of time or otherwise, double the amount of the daily rental then required by the terms hereof for the last monthly period prior to the date of such termination and also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice in writing to Tenant of Landlord's election thereof (and not otherwise), such holding over shall constitute renewal of this Lease for one year, but acceptance by Landlord of rent after such ter- mination shall not constitute a renewal nor waive Landlord's right of re-entry or any other right. E. Laws and Regulations. Tenant shall comply with all rea- sonable rules and regulations Landlord may adopt from time to time for the protection and welfare of the Building, the Property and its Tenants and occupants, and comply with all laws, ordinances, orders and regulations and with the directions of any public officer authorized by law with respect to the Premises and the use and occupancy thereof. F. Signs. Tenant shall not paint, display, inscribe or affix any sign, trademark, picture, advertising, notice, lettering or direc- tion on any part of the outside or inside of the Building, or on the Premises, except on the public hallway doors of the Premises, and then only such name or names or matter and of such color, size, style, character and material as shall be first approved by Landlord in writ- ing. Landlord reserves the right to remove any other matter, without notice to Tenant and at the cost and expense of Tenant. G. Advertising. Tenant shall not advertise the business, profession or activiites of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by any recognized as- sociation or organization pertaining thereto or use the name of the Building for any purpose other than that of the business address of Tenant. Use any picture or likeness of the Building or __________ _______ or any other name by which the Building may from time to time be known, on any letterhead, envelope, circular, notice, advertisement, container or wrapping material, without the prior written consent of Landlord. H. Articles Sold. Tenant shall not exhibit, sell or offer for sale, rent or exchange in the Premises or in the Building any arti- cle, thing or service except those ordinarily embraced within the use of the Premises specified in article , without the prior written consent of Landlord. I. Unlawful Use. Tenant shall not make or permit any use of the Premises which, directly or indirectly, is forbidden by law, ordi- nance, governmental or municipal regulation or order, or which may be dangerous to life, limb or property. J. Hazardous Materials. Tenant shall not use or permit to be brought into or keep in the Premises or the Building any inflammable oils or fluids, or any explosive or other articles deemed hazardous to person or property; or do or permit to be done any act or thing which will invalidate or be in conflict with fire or other insurance policies covering the Building or its operation, or the Premises, or part of either. Do or permit to be done anything in or upon the Premises, which shall not comply with all rules, orders, regulations, or re- quirements of the Board of Fire Underwriters, or any similar organization (and Tenant shall at all times comply with all provisions of this paragraph, including, but not limited to, the mere use to which Tenant shall put the Premises, any insurance premium shall at any time be increased about what it otherwise would be) Tenant shall reimburse Landlord to the extent of such increase in premiums paid by Landlord. K. Various Prohibited Uses. Tenant shall not install or oper- ate any refrigerating, heating, or air conditioning apparatus or car- ry on any mechanical business without the prior written consent of Landlord. Use the Premises for housing, lodging or sleeping purposes; permit preparation or warming of food in the Premises (warming of cof- fee and individual lunches of employees excepted), or permit food to be brought into the Premises for consumption therein, without the prior written consent of Landlord. Landlord may in its sole discretion re- fuse such permission or impose any conditions in granting it, and re- voke it at will. L. Sound Devices. Tenant shall not place any radio or television antenna on the roof or on or in any part of the inside or outside of the Building other than the inside of th Premises; operate or permit to be operated any musical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises, operate any electrical device from which may emanate elec- trical waves which may interfere with or impair radio or television broadcasting or reception from or in the Building elsewhere. M. Nuisances. Tenant shall not bring or permit to be in the Building any bicycle or other vehicle, or dog except in the company of a blind person) or other animal or bird; make or permit any noise, vibration or odor to emanate from the Premises; do anything therein tending to create or maintain, a nuisance; disturb, solicit or canvass any occupant of the Building, or do any act tending to injure the re- putation of the Building. N. Cleanliness and Obstruction of Public Areas. Tenant shall not place anything or allow anything to be placed near the glass or any door, partition, or window which may be unsightly from outside the Premises; 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. Whether temporarily, accidentally, or otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any passageway, exit, stairway, elevator, shipping platform, or truck concourse. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition and move all supplies, furniture and equipment as soon as re- ceived directly to the Premises and move all such items and waste, other than waste customarily removed by employees of the Building, being taken from the Premises, directly to the shipping platform at or about the time arranged for removal therefrom. O. Additional Locks. Tenant shall not attach or permit to be attached additional locks or similar devices to any door, transom or window; change existing locks or the mechanism thereof; or make or permit to be made any keys for any door other than those provided by Landlord. (If more than two keys for one lock are desired, Landlord will provide them upon payment therefor by Tenant.) P. Overload Any Floor. Tenant shall not overload any floors. Q. Defacing Premises. Tenant shall not do any painting or decorating in the Premises; or mark, paint, cut or drill into, drive nails or screws into, or in any way deface any part of the Premises or the Building, outside or inside, without the prior written consent of Landlord. (If Tenant desires signal, communication, alarm or other utility or service connections installed or changed, the same shall be made by and at the expense of Tenant, with the approval and under direction of Landlord.) R. Alterations. Tenant shall not make installations, alterations or additions in or to the Premises without submitting plans and specifications to Landlord and securing the prior written consent of Landlord in each instance. Such work shall be done at the sole cost and expense of Tenant by employees of or contractors employed by Landlord, or with Landlord's consent in writing given prior to letting of contract, by contractors employed by Tenant, but in each case, only under written contract previously approved in writing by Landlord, and subject to all conditions Landlord may impose. All installations, alterations and additions shall be constructed in a good and workman- like manner and only good grades of material shall be used, and shall comply with all insurance requirements, and with all ordinances and re- gulations of the City of or any department or agency there- of, and with the requirements of all statutes and regulations of the State of or any department or agency thereof. Tenant shall permit Landlord to supervise all construction operations within the Premises. If alterations are made by Tenant's contractors, Tenant shall furnish to Landlord prior to commencement thereof, Building permits and certificates of appropriate insurance and bonds, and upon completion of any installation, alteration or addition, Contractor's Affidavits and full and final Waivers of Lien covering all labor and material expended and used. Tenant shall hold Landlord harmless from all claims, costs, damages, liens and expenses which may arise out of or be connected in any way with said installations, alterations or additions. REMEDIES TO BE CUMULATIVE Section 1. No remedy herein or otherwise conferred upon or re- served to Lessor shall be considered exclusive of any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this lease to Lessor may be exercised from time to time and as often as occasion may arise or as may be deemed expedient. No delay or omission of Lessor to exercise any right or power arising from any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein. Section 2. No waiver of any breach of any of the covenants of this lease shall be construed, taken or held to be a waiver of any other breach or waiver, acquiescence in or consent to any further or suc- ceeding breach of the same covenant. Section 3. Neither the rights herein, or by law given to receive, collect, sue for or distrain for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this lease, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall in any way affect or impair or toll the right or power of Lessor to declare the term hereby granted ended and to ter- minate this lease as herein provided because of any default in or breach of any of the covenants, provisions or conditions of this lease. CUMULATIVE RIGHTS AND REMEDIES All rights and remedies of Landlord under this lease shall be cumulative and none shall exclude any other rights or remedies allowed by law; and this lease is declared to be an Illinois contract, and all of the terms thereof shall be construed according to the laws of the state of Illinois. RENEWAL OR EXTENSION Section Provided that Lessee has fully and faithfully observed all of the terms and conditions and provisions of this lease, Lessor hereby agrees that Lessee may extend the Lease for an additional period of five (5) years upon the same terms and conditions provided: 1) Lessee shall notify Lessor in writing of its intention to extend this Lease not later than the commencement of the one hundred and ninth (l09th) month of the term of this Lease. 2) Failure to so notify will make this paragraph null and void. 3) The rental for the ensuing five (5) year term shall be adjusted in an amount equal to the percentage proportion that the last consumer Price Index for the Chicago area of the U.S. Department of Labor, Bureau of Labor Statistics, or other Index successor thereto, published prior to the termination date of this Lease shall have increased over the last such Index published prior to the commencement date of this Lease. OPTION TO RENEW. Tenant shall have the single option to renew this Lease for an additional term of five (5) years, commencing Febru- ary 1, 19 , upon the same terms and conditions, except that the rental shall be $ per month, and provided Tenant gives Landlord at least ninety (90) days prior notice to January 31, 19 . EXTENSION Tenant may, upon written notice to Landlord, given at least thirty (30) days prior to the expiration of the initial term of this Lease, extend the term of this Lease for an additional term of ______________________ year(s), commencing ___________________________________and ter- minating ____________________________________. All provisions of this Lease shall remain in full force and effect during the extension period. OPTION TO RENEW. Tenant shall have two successive options to renew this Lease upon the same terms and conditions, and at the same rent, each for an additional term of five (5) years, and may exercise the same by giving Landlord written notice thereof at least ninety (90) days prior to the expiration of then existing term. Option to Renew Provided that Tenant has fully and faithfully observed all of the terms and conditions and provisions of this Lease, Landlord hereby agrees that Tenant may extend the Lease for ___________________________ ( ) additional period(s) of _______________________ ( ) year(s) upon the same terms and conditions except the rental shall be subject to adjustment as provided herein. Tenant shall notify the Landlord in writing, of its intention to extend this Lease not later than _________ ( ) months prior to the termination of this Lease. Failure to so notify will make this paragraph null and void. If Tenant shall ex- ercise any of its options to extend this Lease the rental for the en- suing option term shall be adjusted by an amount equal to the percent- age that the last Consumer Price Index, All Items, for the Chicago area of the U.S. Department of Labor, Bureau of Labor Statistics published prior to the termination date of this Lease shall have increased over the last such index published prior to the commencement date of this Lease. Option to Renew Provided that Tenant has fully and faithfully observed all of the terms and conditions and provisions of this Lease, Landlord hereby agrees that Tenant may extend the Lease for one (1) additional period of five (5) year(s) upon the same terms and conditions except that the rental shall be subject to adjustment as provided herein. Tenant shall notify the Landlord in writing, of its intention to extend this Lease not later than six (6) months prior to the termination of this Lease. Failure to so notify will make this paragraph null and void. If Tenant shall exercise any of its options to extend this Lease the rental for the ensuing option term shall be adjusted by an amount equal to the percentage that the last Consumer Price Index for the Chicago area of the U.S. Department of Labor, Bureau of Labor Statistics published prior to the termination date of this Lease shall have increased over the last such Index published prior to the commencement date of this Lease. EXTENSIONS Lessee is hereby granted, provided it is not then in default of any of the provisions of this Lease, the right to extend the term of this Lease for two (2) consecutive five (5) year renewal terms upon written notice by Lessee served on Lessor one hundred and eighty (180) days prior to, with respect to the first renewal term, the expiration of the initial term and with respect to the second renewal term, the ex- piration of the first renewal term. Each such renewal shall be upon the same terms, conditions and rental (including increases in ac- cordance with Article below) as herein specified. Renewal Options Lessor grants to Lessee two (2) options to extend this Lease, under the same terms and conditions, for consecutive periods of five (5) years each, provided that at the time of the exercise of each option Lessee is not in default under the terms of this Lease. Each option shall be exercised by written notice to Lessor, mailed by certified mail to Lessor one hundred eighty (180) days prior to the end of the primary term as to the first option, and one hundred eighty (180) days prior to the end of the extended term as to the second option. OPTION TO EXTEND TERM In the event that the term of this Lease has not been ter- minated prior to the expiration of the five (5) year term herein re- served, Lessee is hereby given the option to extend the term of this Lease for a period of five (5) years commencing with the expiration of the original term. In the event that the term of this Lease is ex- tended pursuant to the provisions of this paragraph, such extension shall be at the rental and upon all of the terms and conditions set forth in this Lease except as the context otherwise indicates. Written notice of the exercise of the foregoing option shall be given by Lessee to Lessor at least three (3) months prior to the expiration of the then effective term of this Lease. LEASE EXTENSION If this Lease shall not have been terminated pursuant to any provisions hereof, then Tenant may, at Tenant's option, extend the term of this Lease for successive additional terms of year(s) each, commencing on the expiration of the original term, or the immediately preceding additional term as the case may be, and in the event Tenant has elected to exercise its option to Lease additional space pursuant to paragraph , the option provided for herein shall include such additional space. Tenant may exercise such option by giv- ing Landlord written notice at least 30 days prior to the expiration of the original term or the additional term, as the case may be. Upon the giving by Tenant to Landlord of such written notice and the compliance by Tenant with the foregoing provisions of this paragraph , the term of this Lease shall be deemed to be automatically extended upon all the covenants. LEASE EXTENSION Agreements, terms, provisions and conditions, including rental, set forth in this Lease, except for such terms and conditions as shall be inapplicable during any additional term or in connection with this paragraph . If Tenant fails or omits to so give to Landlord the first written notice referred to above, it shall be deemed, without further notice and without further agreement between the parties here- to, that Tenant elected not to exercise the option(s) granted Tenant pursuant to this paragraph to extend the term of this Lease for ad- ditional periods. RENEW Lessee may, at its option, extend the term of this Lease for a period of one, two or three years, at Lessee's option, upon the same terms and conditions except the monthly rental, which rental shall be DOLLARS ($ ) per month, by giving notice. 1. That the term of said Lease dated September 1, 19 , as amended, be and the same is hereby extended for a period of twelve (12) months beginning January 1, 19 and ending December 31, 19 . 2. That the rental during said extended term shall be ($ ) per year payable in advance on or before the first day of January, 19 . RENEWAL OPTION: Tenant shall have the right to renew this lease for an additional term of five years under the following terms and conditions: (a) Tenant shall notify Landlord in writing, at least one year prior to the expiration of the original term of the exercise of his rights. (b) The Base Rental for the renewal term shall be increased to $ per square foot per year. (c) Tenant's proportionate share of increases in operating costs and real estate taxes shall continue through the renewal term retaining the original base year. TENANTS OPTIONS (a) Provided that the Tenant is not in default in the performance of its covenants herein, the Tenant shall have the right to extend this lease for an additional five (5) year term. This option must be ex- ercised at least twelve (12) months prior to the expiration of the lease term. This option right shall lapse if it is not timely ex- ercised. All terms, conditions and covenants of this lease shall apply for the extended lease term except the rent due and payable to the Landlord for the extended term shall be __________________ and _____________ Dollars and ____ cents _______________ per annum, payable in advance, in equal monthly installments of ___ Dollars and on the first day of each ________ and every day of the calendar month of the extended term. (b) Provided that the Tenant is not in default in the performance of its covenants herein, and provided that the Tenant has exercised its option as provided in sub paragraph (a) herein, then the Tenant shall have an additional option to extend this Lease for an additional five (5) year term to commence at the expiration of the previous option period. This option must be exercised at least twelve (12) months prior to the expiration of the previous option term. This option shall lapse if it is not timely exercised. All terms, conditions and cove- nants of this Lease shall apply for this option term except the rent due and payable to the Landlord shall be the same rent as provided for the option granted in sub paragraph (a) hereof or the rent provided for in Paragraph of this Lease increased by fifty (50) percent of the percentage increase of the United States City average index of the consumer price index for urban wage earners and clerical workers issued by the Bureau of Labor Statistics of the United States Department of Labor or, if discontinued or no longer in effect, any comparable index issued by said Bureau or any successor agency of the United States which issues similar indices, computed from the date hereof to the date of the commencement of the second option term, whichever amount shall be greater. TERM FOR A TERM to commence on June 1, 19 and end at 12 o'clock noon on December 31, 19 , or on such earlier date as this Lease may terminate as hereinafter provided, except that, if any such date falls on a Sunday or a holiday, then this Lease shall end at 12 o'clock noon on the business day next preceding the aforementioned date, AT THE ANNUAL RENTAL RATE OF DOLLARS ($ ). payable in equal monthly installments of DOLLARS ($ ) each, in advance, on the first day of each calendar month during the term. Provided that Tenant is not then in default under the terms and provisions of this Lease, Tenant shall havetwo (2) suc- cessive options called "Renewal Terms"). Tenant shall notify Lessor in writing at least sixty (60) days prior to Lease Term expiration, of Tenant's desire to exercise the options subject to approval of Board of Directors. In the event Tenant does elect to renew the term of the Lease as herein provided, all the terms and provisions herein shall be applicable to the Renewal Term of the Lease. At the beginning of each Renewal Term after December 31, 19 , the annual rent shall be subject to the following adjustments: said annual rent shall be increased to the extent of the percentage increase in the revised "Consumer Price Index, Chicago, Illinois, for Urban Wage Earners and Clerical Workers (all items) 1957-1959 = 100," prepared by the Bureau of Labor Statistics of the U.S. Department of Labor between the December immediately prior to the start of the ini- tial Lease Term and the December immediately prior to the start of each Renewal Term. OPTION TO RENEW Tenant shall have two successive options to renew this Lease upon the same terms and conditions (except as to rent), each for an additional term of five (5) years, and may exercise the same by giving Landlord written notice thereof at least ninety (90) days prior to the expiration of the then existing term. The parties shall have thirty (30) days after Landlord re- ceives the option notice in which to agree on monthly rent during the extended term. If the parties agree on the monthly rent for the ex- tended term during that period, they shall immediately execute an amendment to this lease stating the monthly rent. If the parties are unable to agree on the monthly rent for the extended term within that period, monthly rent for the extended term shall be set by arbitration as provided in Article . Should Tenant, at its own expense, expand or extend the improvements, the value of such expansion or extension shall not be used in determining such fair rental value. EXTENSIONS: HOLDING OVER (a) Lessor hereby grants to Lessee, provided the Lessee is not then in default of any of the provisions of this Lease, the right to extend the term of this Lease for two (2) consecutive five (5) year extension terms upon written notice by Lessee served on Lessor one hundred and eighty (180) days prior to, with respect to the first ex- tension term, the expiration of the initial term and with respect to the second extension term, the expiration of the first extension term. Each such extension shall be upon the terms, conditions and rental (including increases in accordance with Article below) as herein specified. (b) If Lessee shall hold possession of the Premises with the consent of Lessor after the expiration of the term of this Lease (either the initial term or, if the Lease is extended as hereinabove provided, either such extension term), then this Lease shall be ex- tended on a month-to-month basis and such tenancy shall be terminable by either party upon sixty (60) days notice; the provisions of this subparagraph (b) shall not be construed to imply the consent of Lessor to any such holding over. EXTENSION OF TERM Section Tenant may extend the term for a first ad- ditional term of five (5) years, commencing on the date of expiration of the term, subject to compliance with the following conditions precedent. (a) Tenant, at the time of exercising such right as well as at the time fixed for the commencement of the first extended term, shall not be chargeable with an event of default and the Lease shall, at both such times, be in full force. (b) Tenant shall have given notice of its election to extend no later than twelve (12) calendar months prior to the date of ex- piration of the term. (c) The rent, payable for each year of the first extended term, shall be $ (computed on the basis of $ per square foot), payable in equal monthly installments of $ in advance on the first day of each month during the first additional term. (d) All of the provisions of the Lease shall be applicable to the first extended term, except that the rent shall be as provided in subdivision (c) hereof and any other provisions of the Lease which plainly or by fair construction are inapplicable to the extended term shall not apply. Extension. A. Lessee, if not then in default for failure to have cured, within the time herein provided, a default of which it has been notified hereunder, shall have the right and option to extend the term of this Lease for two (2) consecutive five (5) year periods each, upon the same terms and conditions as herein expressed except that the basic Rent payable for each such five year period shall be equal to the fol- lowing. (1) the Basic Rent for the previous five year period, plus (2) twenty-five (25%) percent of the increase in percentage of the cur- rent Index over the Base Index as reflected in the U. S. Department of Labor Consumer Price Index for all Chicago Urban Consumers (1967=100.0). For use in determining the adjusted Basic Rent for the first five year extension, the index for May, 19 shall be deemed to be the Base Index and the index for May, 19 shall be deemed to be the Current Index. For use in determining the adjusted Basic Rent for the second five year extension, the index for May, 19 , shall be deemed to be the Base Index and the index for May, 19 , shall be deemed to be the Current Index. B. If the Consumer Price Index shall be substantially re- vised, the calculations hereunder shall be appropriately adjusted to produce results as nearly equivalent as possible to those which would have been obtained if the Consumer Price Index had not been so revised. If the Consumer Price Index is discontinued or is unavailable, the parties will substitute a comparable index reflecting changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency, bank or other financial institution or any other recognized authority. C. The adjusted Basic Rent shall be payable in equal monthly installments, each in advance, on the first day of the first month of the extended term. D. If Lessee elects to exercise any right or option with respect to any such extension of the lease term, it shall give written notice to Lessor not less than nine (9) months before the date of expiration of the then existing term. If Lessee fails to give such nine month notice to extend and renew the term, or any extended term hereof, Lessor shall at any time after the last day on which such notice was to be given, notify Lessee that it has not given notice of extension of the term. Lessee shall have an additional ten days after receipt of Lessor's notice to elect to extend the term for such five-year period. Such election shall be made by written notice mailed to Lessor within such ten day period. If Lessee fails to give such notice within the ten day period, the option to extend and renew the term shall be null and void. If Lessee elects to extend the term pursuant to this paragraph, such extension shall become effective upon the date of expiration of the term then in effect, without the execution of a new lease. RENEWAL OPTIONS. Lessee shall have the right to extend the term of this lease for three separate and consecutive additional "_______ _______________ periods," each such period being sometimes referred to an an "extended term," the first extended term commencing with the ex- piration of the original term, the second commencing with the ex- piration of the second extended term, subject to the following con- ditions and limitations. (a) Lessee shall give Lessor written notice of its election to extend for the extended term in question at least 90 days prior to the expiration of the term, or (as the case may be) the then current ex- tended term. (b) If Lessee shall duly exercise its right as aforesaid, then the term hereof shall be extended for the extended term in ques- tion upon the same terms, covenants, and conditions as in this lease, provided the monthly rental payable by Lessee shall be in accordance with the following. (1) During the first extended term, the annual rental shall be __________________, or _______________ per month, the same being a _________% increase over the rental for the initial term of this lease. (2) During the second extended term, the annual rental shall be ________________, or ________________ per month, the same being a ________% increase over the rental for the first extended term of this lease. (3) During the third extended term, the annual rental shall be ________________, or ________________ per month, the same being a _______% increase over the rental for the second extended term of this lease. CPI CLAUSE The Tenant may, at its option, extend the term of this Lease in the following manner: (a) The Consumer Price Index hereinafter referred to as the CPI, shall be the Consumer Price Index--Average For All Urban Consumers, All Items, as published by the United States Bureau of Labor Statistics. In the event of a change in the method of determining the CPI, an adjustment shall be made in the revised index to produce results equivalent, as nearly as possible, to those which would have been obtained had the CPI not been changed. (b) "Base Year" as used herein shall be calculated by averaging the monthly CPI for the twelve month period which expires four months prior to the commencement of the initial term of this Lease. (c) "Comparison Year" as used herein shall be calculated by averaging the monthly CPI for the twelve month period which expires four months prior to the expiration of the then existing term. (d) The monthly rental for the option periods shall be adjusted on the commencement date of each option term by multiplying the monthly rental for the initial term by the product of the fraction, the numerator of which shall be the CPI for the corresponding Comparison Year and the denominator of which shall be the CPI for the Base Year. (e) In any event, the annual rental for each one year option shall not exceed eight percent of the increase in the Consumer Price Index for that year. Each of said Options shall be exercised by the Tenant giving notice by mail to the Landlord at least sixty days before expiration of the then existing term. NOTICES Lessee shall have the right and option of extending this lease for four (4) additional one-year periods by giving to Lessor written notice of its intention so to do in not less than sixty (60) days prior to any expiration date, and provided and upon the further express condition that Lessee be not then in default under any of the terms, covenants or conditions herein contained and shall have paid all installments of rent then due and payable hereunder. All conditions and covenants of this lease shall remain in full force and effect during any extension hereof. Once exercised, the Lessee shall not have the right to revoke his elec- tion to exercise the option. In the event that the option is not ex- ercised as provided for herein within the time provided for, then the option shall expire, and the Lessee shall not have the right to renew the lease. Said options to renew this lease shall be at the base rate of $_____ per square foot per month and shall be adjusted upward to compensate for increased operational costs, exclusive of utility costs, and increased general real estate taxes. Said adjustment shall be based upon increases experienced in the prior lease year and shall not exceed _____ percent (_____%) of the lease rate established for that year. The Lessor shall notify the Lessee at least one huhdred and twenty (120) days prior to the start of the next option lease year as to what said adjustment shall be. If the Lessee is not notified by the Lessor of an adjustment at least one hundred and twenty (120) days prior to the start of the next option lease year, the lease rate for that next option year shall be the same as the then present rate. OPTION TO PURCHASE Penalty In any event, the Lessee shall on or before six (6) months prior to the expiration of the fifth year of the Lease term exercise the option to purchase or the option to extend the Lease under the terms herein above provided. In the event that neither the option to purchase or the op- tion to extnd the Lease is exercised, the Lessee shall pay the Lessor as penalty a lump sum equal to one (1) year's base rent, plus an amount equal to the real estate taxes (excluding any special or general as- sessments and fire and extended coverage endorsements insurance premiums paid in the fifth year of the Lease term. Such penalty shall be due and payable on the last day of the Lease term. Tenant further agrees to vacate premises as per terms and conditions outlined in "No- tice of Vacancy--Rights of Lessor Terminate", as amended, on page __________ of existing Lease. OPTIONS TO BUY Section 1. the term of this Lease shall be for a period of three (3) years from the 20th day of December, 19 up to and including the 19th day of December, 19 at midnight thereon. Section 2. the Lessee, at their option, shall be entitled to the privilege of three (3) successive one (1) year extensions of this Lease, at the monthly rental hereinafter set forth. The Lessee shall give the Lessor ninety (90) days prior notice of the intention to exercise said option. Section Lessor hereby grants to Lessee the option to purchase said real estate and improvements upon the following terms and conditions. Lessee shall notify Lessor of its intent to purchase said real estate prior to the commencement of the forty-ninth (49th) month of the term of this Lease. Failure to so notify Lessor will make this option to purchse null and void. Lessee shall notify Lessor by delivering to Lessor a bonafide exe- cuted real estate contract (a copy of said contract is attached and made a part of this Lease) to purchase said real estate and improvements at a price determined by increasing the sum of $ . By the amount that the last Consumer Price Index for the Chicago area of the U.S. Department of Labor, Bureau of Labor Statistics, or other Index successor thereto, published prior to the commencement of the forty-ninth (49th) month of the term of this Lease shall have increased over such index published sixty (60) months earlier, along with a 10% nonrefundable deposit which shall be deposited in an interest bearing account in the Bank, and applied to said purchase price. Interest earned on said deposit will be paid to Lessee at clos- ing except that in the event Lessee fails to close this purchase, the earnest money and interest earned thereon shall be forfeited to Lessor as liquidated damages. Closing shall occur within thirty (30) days after the sixtieth (60) month of the term of this Lease. In the event Lessee notified Lessor of its intention to purchase said real estate as provided herein, Lessor may, at its sole option elect to have Lessee purchase a like property for exchange to Lessor, provided however, that the cost to Lessee of said like property shall be equal to the purchase price determined in accordance with section of this Article. OPTION TO PURCHASE Provided it is not then in default under any provision of this Lease, Tenant shall have an option to purchase the premises on August 1, 19 , for the sum of ($ ), all cash. Notice of exercise of said option shall be given to Landlord on or before May 1, 19 . Landlord shall convey the premises to Tenant by general Warranty deed, free and clear of all easements, rights of way, claims, liens, encumbrances, covenants and restrictions, except those specifically approved by Tenant in writing, and except for taxes which at the time of closing are a lien but not yet due and payable. Escrow shall close at the offices of ("Title Company") or such other title company as is mutually acceptable to both parties, upon instructions acceptable to Landlord, Tenant and Title Company. Escrow shall close as soon as Landlord has deposited the deed, Tenant has deposited the purchase price, and Title Company is prepared to issue ALTA extended owners title insurance in an amount and containing only such exceptions to title as acceptable to Tenant. Said instructions shall provide that Landlord and Tenant shall each pay one-half of all costs, including without limitation the premium for title insurance, any documentary or transfer tax, recording fees and escrow fees, if any. At any time during the initial term of the Lease and upon 120 days prior written notice to Tenant, Landlord may require Tenant to de- termine whether or not it will then exercise its option to purchase. If Tenant agrees to exercise its option within said notice period, escrow shall close as hereinbefore set forth. If Tenant fails to ex- ercise its option for any reason within said notice period, it shall forfeit all rights to said option. Provided, however that this Lease shall continue in full force and effect throughout its term (any ex- tension thereof). Throughout the term of this Lease, Landlord agrees not to encumber or restrict its title to the Premises which could in any way affect this option to purchase. In the event Landlord is unwilling or unable to undertake the additional construction in accordance with Article , or the parties are unable to agree on a fair rental, Tenant shall have the right to exercise its option prior to August 1, 19 , upon the terms and con- ditions hereinbefore set forth. Option to Purchase the Premises The Tenant shall have the option to purchase the premises described in exhibit "a" and identified as Area I attached hereto and the building to be built thereon at any time during the following option period. From and after the first day of the third lease year through the last day of the fifth lease year, provided such option shall terminate upon termination of this Lease for any reason. The option price shall be determined by multiplying the base price, hereinafter defined, by 60% of the increase of the Consumer Price Index for All Urban Consumers for the Minneapolis/St. Paul Metropolitan Area (all items) from the date of first occupancy to the date of closing. The base price for purposes of this Agreement shall be $ . In no event shall the purchase be less than the base price herein es- tablished. The purchase price shall be reduced by the principal amount of any mortgage that is outstanding against the premises at the time of closing if Tenant agrees to assume the same. Said option price shall be payable at the time of closing. Tenant will have the right to purchase at the end of each option term at the current market. The price to be determined by the three MAI appraisal procedure. Each party shall select one appraiser of their choice and the two chosen ap- praisers will select a third appraiser. The purchase price shall be the average of the three appraisals. Each party will pay for its own appraiser and the fee of the third appraiser will be divided equally between the two parties. Tenant will reimburse Landlord for its costs related to the appraisals. Tenant shall signify its intent to exercise the option contained above in this section, if at all, by delivering to Lessor, its written notice of intent to exercise such option. Such written notice must be delivered to the Landlord at least six (6) months prior to the expiration of the fifth year term of the lease or the Tenant shall be penalized as provided in section of this addendum. Lessor shall, within a reasonable time after receipt of notice of exercise of such option, furnish to Tenant an Abstract of title or Registered Property abstract with proper searches to all lands included in the premises. Lessor also agrees to provide Tenant with Title Insurance in the amount not less than the Fair Market Value of the premises and the improvements constructed thereon. After receipt of the title Insurance binder and the Abstract, Tenant shall be allowed thirty (30) days for examination of title and the making of objections thereto. Said objections shall be made in writing or be deemed to be waived. if any objections are so made, Lessor shall be allowed ninety (90) days to make such title marketable. If said title is not marketable and is not made so within ninety (90) days from the date of written objection thereto, as above provided, any agreement of purchase resulting from the exercise of such option shall, at the option of Tenant, be null and void. In such event neither party shall be liable for damages under such resulting purchase agreement to the other party. Tenant shall exercise its option of declaring such resulting purchase agreement null and void by delivering to Lessor a written notice to such effect within twenty (20) days after the ex- piration of the aforesaid ninety (90) day period. Instead of declaring the agreement null and void, Tenant may withhold from said option price a sum sufficient to insure correction of such title and pay the balance of the option price to Landlord. All sums withheld by Tenant shall be limited to such amounts as Title Insurance Company of Minnesota shall determine to be reasonably necessary to insure correction of such de- fects. Any amount so withheld shall be placed in an interest-bearing escrow account with Title Insurance company or its successors or assigns, pending correction of title and upon correction paid over to Lessor. All interest accruing thereof shall be paid over to and be the property of Lessor. In such event, Lessor agrees to use its best ef- forts to correct title defects at the earliest possible time. Subject to performance by Tenant, Lessor agrees to execute and deliver a Warranty Deed conveying marketable title to the premises, subject only to restrictions and easements of record and reservation of any minerals or mineral rights to the State of , as of the date of the exercise of the option and including: (a) Building and zoning laws, ordinances, state and federal regulations. (b) Rights of sub-Tenants of Tenant, its successors and assigns, and other Tenants in the building. (c) Streets and highway rights-of-way as they now exist or may then exist. (d) Restrictions relating to the use and improvement of said Premises. (e) Real estate taxes, special asessments or installments thereof which are due and payable following the date of sale. (f) Such mortgages as the Tenant may agree to assume prior to or upon closing of the tranaction. The Landlord agrees to deliver possession not later than the actual date of closing. In the event this property is destroyed or substantially damaged by fire or any other cause before the closing date, this purchase option agreement shall become null and void at the Tenant's option, and, in addition, the Tenant shall not be liable to pay any penalties set forth in section of this addendum A. If the Tenant does not terminate the option agreement upon happening of such an event, the purchase price shall be reduced by the amount of fire and coverage insurance proceeds paid to the Landlord by reason of such damage or de- struction. The closing of said sale, pursuant to the aforementioned exercise of option, shall be on the 1st day of the fifth year of the lease term, unless an earlier date is agreed upon in writing by the parties. The Landlord shall meet the Tenant at the Office of the Re- corder of Deeds in the County and State in which the land purchased hereunder is located, or at some other mutually agreed upon location. The Landlord shall, upon receiving from Tenant the purchase price, exe- cute and deliver a General Warranty Deed in recorda le form with owner and homestead rights properly released, granting and conveying a good and marketable title in fee simple to said above described land and improvements free and clear of all encumbrances and liens for special improvements now installed, whether assessed or not, subject only to the matters set forth herein. Real Estate Transfer Taxes shall be at the expense of seller. The parties further agree that pro-rata adjustments for rents and other matters shall be made as of the time of closing. If closing takes place earlier than the last day of the Lease term, then the Tenant's obligation to pay rent for the remainder of the Lease term shall be forgiven. If closing occurs after the last day of the Lease term, the shall be under no obligation to pay rent for the period of occupancy between the last day of lease term and the actual date of closing. TENANT'S OPTION TO PURCHASE A. Upon the terms and conditions hereinafter contained, Landlord hereby gives and grants to the Tenant the irrevocable option, to be exercised timely as hereinafter provided only while the Tenant is not in default hereunder, of purchasing , an industrial subdivision in , (of which the premises are a part) during the following times and at the following Sales/Purchase Prices: (1) Between February 1, 19 , and January 31, 19 , at a Sales/Purchase Price of $ ; or __________________ (2) Between February 1, 19 , and January 31, 19 , at a Sales/Purchase Price representing the aggregate of $ plus the sum of $ per month for each calendar month, or fraction therof, transpiring between February 1, 19 . That date of the mailing by Tenant to Landlord of the written notice of Tenant ex- ercising this option. PROVIDED, HOWEVER, THAT in the event Landlord shall have leased all or any portion of the remainder warehouse struc- ture (not otherwise leased to Tenant) forming a part of the entire premises to one or more of the tenants, and the bse (primary) terms of such other leases are in effect at closing, then, in addition to the applicable Sales/Purchase Price, Tenant, following the closing, shall pay to Landlord, monthly, the following amounts for the following peri- ods of time. (a). During the period commencing with the date of closing and continuing through January 31, 19 , the amount of rentals, if any, paid or payable during all or any part of the immediately fore- going time, by and such one or more Tenants during the base (primary) terms of such other leases, in excess of $ per square foot per month ($ per square foot per year) for the portions of the ware- house structure so leased to one or more such other Tenants. (b). During the period commencing with February 1, 19 , and continuing through the last day of the base (primary) terms of such other leases, the amount of rentals, if any, paid or payable during all or any part of the immediately foregoing time, by any such one or more tenants during the base (primary) terms of such other leases, in excess of $ per square foot per month ($ per square foot per year) for the portions of the warehouse structure so leased to one or more such other Tenants. (c). The foregoing shall be applicable only to the base (primary) terms of any such leases in effect at closing, covering other portions of the warehouse structure leased to one or more such other Tenants, but not to any renewed or extended terms under subsequently exercised options, if any. B. In order to exercise the foregoing option to purchase, Tenant shall and must furnish the Landlord written notice of its ex- ercise on or after February 1, 19 , and at least ninety (90) days prior to January 31, 19 . In the event such notice is given and the option hereunder thereby exercised, Landlord shall and must convey and transfer to the Tenant title to the entire premises, and the Ten- ant simultaneously shall pay to the Landlord, in cash or by certified check, the said Sales/Purchase Price at , and at a time to be agreed upon mutually between the Landlord and the Tenant, which time, except as otherwise hereinafter provided in Sub-paragraph b. 4. hereof, shall not be earlier than ten (10) days nor later than forty- five (45) days subsequent to the giving by the Tenant to the Landlord of such notice of exercise of such option. All current rents, inter- ests, taxes and insurance (effected and maintained by Landlord) shall be prorated to the date of closing. Landlord shall not be liable nor responsible for nor chargeable with any mortgage, construction mort- gage, lien, deed of trust or security interest or objection to or cloud on title originating with or in anywise attributable to the Tenant. 1. If, at the time of closing, there exists any unpaid bal- ance of principle and interest owing upon any note or notes of the Landlord secured by a first and prior lien, deed of trust, construction mortgage or security interest upon or against the entire premises, or any part thereof. If the holder or holders of any such note or notes, lien, deed of trust, construction mortgage or security interest will allow the Tenant to assume all of the same, then, Tenant shall and must assume the balance of such indebtedness and the performance of all of the provisions of any such lien, deed of trust, construction mortgage or security interest securing same, in which event Tenant will be allowed a credit upon the total Sales/Purchase Price to the extent of the amount of the balance of principle of such indebtedness so assumed by Tenant. 2. The conveyance of the entire premises by Landlord to Ten- ant at the time of closing shall be by general warranty deed, free and clear of all liens, claims and demands of every kind and character originating with or chargeable to or attributable to the Landlord, save and except . (i) current ad valorem taxes, and . (ii) recorded easements, reservations, restrictions and conditions of record with the county clerk of _____________________ . (iii) zoning, building and other applicable ordinances of applicable governmental authorities. (iv) other liens, deeds of trust, construction mortgages, security interests, claims or demands originating with or chargeable or at- tributable to the Tenant, and (v) any indebtedness required to be as- sumed by Tenant under Sub-paragraph 1. above, and the lien, deed of trust, construction mortgage or security interest securing same, and (vi) the rights of any Tenants under then existing leases covering other portions of the entire premises. 3. Landlord and Tenant shall bear equally all closing costs, title expenses and recording and escrow fees. 4. In the event of loss or damage to all or any part of the entire premises by fire or other insured casualty, subsequent to the exercise by the Tenant of the within option to purchase, but prior to proposed closing, as provided above, the net proceeds of any insurance policy or policies which shall have been received by the Landlord and released by the mortgagee(s) of the entire premises, or any part. Thereof, to Landlord and shall not have been expended by Landlord in repairing or restoring or rebuilding the improvements upon the en- tire Premises to substantially their condition immediately prior to such fire or other insured casualty, shall be retained by the Landlord and applied as a credit for the account of the Tenant upon the total Sales/Purchase Price as hereinabove set forth. The time for closing shall be extended for that period of time required by Landlord to ac- complish such repairs, restoration or rebuilding. C. In the event Tenant, for any reason, fails to exercise timely and properly the foregoing option, to purchase, the Tenant thereafter shall have no right, privilege or option of any kind whatsoever to purchase the entire Premises or the Premises or any part thereof. PURCHASE OPTION. (a) Lessee shall have, and is hereby given, the option of purchas- ing the demised Premises for the sum of ________________________________ __ ($_________________) at any time after the expiration of the initial _________________ term of this lease and prior to the ter- mination of the last extended term; i.e., prior to the expiration of this lease provided the Lessee shall give Lessor at least one hundred twenty (120) days prior notice in writing of its election to exercise said option. If any part of the demised Premises or any interest therein shall have been taken by condemnation, the purchase price set forth herein, if the purchase option is exercised, shall be reduced in the same proportion that the area immediately prior to such taking is reduced by the taking. (b) It is further agreed that in addition to the option to purchase specified in (a) above, should Lessor, or Lessor's heirs, executors, grantees, successors or assigns, at any time during the term of this lease or any extension thereof, receive an offer to purchase the demised Premises, or any part thereof, or any Premises which include the demised Premises, and desires to accept said offer, or should Lessor during any such time make an offer to sell the demised Premises, or any part thereof, or any Premises which include the de- mised Premises, Lessor shall give Lessee sixty (60) days' notice in writing of such offer. Setting forth the name and address of the proposed purchaser, the amount of the proposed purchase price, and all other terms and conditions of such offer, and Lessee shall have the first option to purchase the Premises which are the subject of the of- fer by giving written notice to Lessor of its intention to purchase within sixty (60) day period at the same price and on the same terms of any such offer, it being understood that in the event Lessee does not give notice of its intention to exercise said option to purchase within said period, this lease and all of its terms and conditions, including the option to purchase specified in . (a) above, shall nevertheless remain in full force and effect, and Lessor and any purchaser or purchasers of the demised Premises, shall be bound thereby, and in the event that the Premises set forth in the offer are not sold for any rea- son, Lessee shall have, upon the same conditions and notice, the con- tinuing first option to purchase the demised Premises, or any part thereof, or any Premises which include the demised Premises, upon the terms of any subsequent offer or offers to purchase. (c) In the event any of said options is exercised, Lessor shall convey a merchantable title in fee simple to said real estate by good and sufficient warranty deed, with release of dower, homestead, courtesy, and other rights of the respective spouses, if any, and free from all encumbrances whatsoever. Within thirty (30) days of the date of exercise of any of said op- tions, Lessor will furnish to Lessee a guaranty policy issued by a ti- tle insurance company acceptable to Lessee, in its usual form, brought down to date of exercise, guaranteeing Lessee against loss or damage to the extent of the purchase price by reason of defects in or liens upon Lessor's title, subject to the usual exceptions contained in guaranty policies of the issuing company. Settlement of the purchase price and conveyance to the Lessee shall be made within ninety (90) days from date of exercise, but actual tender of the purchase price by the purchaser or tender of deed by the seller shall not be necessary, and neither party shall be in default until after written demand for performance shall have been made by the other party. Taxes, water, rent, and other current expenses, and rent hereunder, shall be adjusted as of the date of settlement. CANELLATION In the event that on or before the _________day of ________________ __________, 19_____, the leased premises are not completed and ready and suitable for acceptance and use and occupancy by Lessee as provided above, then Lessee, at its option, may terminate this lease agreement by giving written notice thereof to Lessor; thereupon this agreement shall be of no further force and effect. TERMINATION Landlord hereby grants to Tenant right to terminate this Lease at any time during the term hereof upon ______ days written notice to Land- lord. In the event Tenant elects to terminate the lease as herein pro- vided, Tenant shall pay to Landlord the sum of $ multiplied by the number of months remaining for the balance of the unexpired term of the Lease. Such payment shall be made on or before the date such ter- mination becomes effective. RIGHT OF TERMINATION. Lessor and Lessee are hereby given the rights and option to terminate this Lease, at will, by giving the other party written notice of such election to terminate at least six (6) months prior to the effective date of such termination, which ter- mination may only be effective on the last day of a calendar month. "Section Provided Tenant shall have theretofore exercised its option to extend the term of the Lease for the First Renewal Term, and the Tenant shall not at the time have received notice of default on its part under this Lease and failed to cure such default within the period allowed, then Tenant may, at its option, terminate this Lease as of noon: . (i) December 31, 19 , or . (ii) December 31, 19 , or . (iii) December 31, 19 , or . (iv) December 31, 19 by giving to Landlord not less than twelve months prior written notice specifying one of said dates as the date on which Tenant elects to terminate this Lease. Upon due exercise of said election by Tenant, the termination date specified in Tenant's notice to Landlord shall be deemed the expiration date of the first renewal term with the same force and effect as if originally so specified in this Lease." Option to Terminate. Anything contained in this Lease to the contrary notwithstanding, if Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed. Tenant shall have the right to terminate this Lease upon the fifth (5th) anniversary of the Commencement Date hereof upon the payment to Landlord of the sum of ( ) dollars ("Termination Payment"), by the giving of notice to Landlord of such termination ("Termination Notice") not later than the fourth (4th) anniversary of the Commencement Date of this Lease. Tenant shall have no right to revoke the Termination notice once it is given. Tenant shall make the Termination Payment to Landlord at the time of Tenant's payment to Landlord of the monthly installment of Base rent for the final month of the term of the Lease, as so modified by said Termination notice, and upon Landlord's receipt of the termination Payment this Lease shall be deemed amended by the deletion of the Expiration Date of September 30, 19 , and by the substitution of the Expiration Date of September 30, 19 , in lieu thereof. RIGHT TO TERMINATE Lessee is hereby granted the right to terminate this lease as fol- lows: a) except as proved in b) below for any reason at any time through- out the fifth through the tenth years of the term, upon one hundred and eighty (180) days prior written notice accompanied by payment of a can- cellation fee, equivalent to one (1) year's rent at the then current rate. b) for the reason that Lessee's right to conduct its business is at any time during the term terminated by governmental action, upon thirty (30) days notice accompanied by payment of a cancellation fee equiva- lent to one (1) year's rent at the then current rate less one fifth (1/5) thereof for each year that the lease has been in effect through such time. c) For any reason at any time during any of the extensions hereof without penalty upon ninety (90) day's prior written notice. Options to Terminate A. Lessee is hereby granted the option to terminate this Lease at any time during the fifth through the tenth years of the primary lease term, provided that Lessee shall give one hundred eighty (180) days' prior notice of such termination, shall pay all rents to the date specified in the notice, and shall pay, in addition, as a termination fee an amount equal to one year's minimum and additional rent at the then current rate. The obligation to pay the termination fee shall become fixed upon receipt of notice by Lessor, and shall become payable on the termination date specified in the notice. B. Lessee is hereby granted the right to terminate this Lease if Lessee's right to conduct its business is at any time during the pri- mary term or any extension thereof terminated by governmental action upon one hundred eighty (180) days notice accompanied by payment of a calcellation fee equivalent to (1) year's minimum and additional rent at the then current rate. C. Lessee is hereby granted the right to terminate this Lease with a one-year notice at any time after the primary term of this Lease without paying any termination penalty. CANCEL Before this Lease shall be cancelled for breach, on the part of the Lessee, of any covenant contained herein, Lessor shall first give Lessee written notice of the covenant or covenants breached, whereupon Lessee shall have fifteen (15) days within which to correct such breach and failing so to do Lessor may cancel this lease on five days' written notice to Lessee. The waiver of any breach of any of the covenants or stipulations hereof shall not be twken to be a waiver of any subsequent breach of the same or any of the other covenants, conditions or stipulations hereof, nor shall any failure of the Lessor to enforce its rights to seek remedies upon any default of the Lessee with respect to its obligations hereunder, or any of them, prejudice or affect the rights or remedies of the Lessor in the event of any subsequent default or defaults by the Lessee. In the event said leased premises are damaged by fire or other casualty so as to render said leased premises untenantable in Lessee's opinion, Lessee may, at its option, terminate this lease by giving notice thereof within ten (10) days following the date of such fire or casualty. In the event Lessee does not exercise its option to terminate this lease as aforesaid, and said leased premises are partially or wholly untenantable, the rental provided for herein shall be abated proportionately, until repaired by Owner. This Lease shall be for a period of one year, commencing the 15th day of September, 19 , and ending the fourteenth day of September 19 , and will be renewed for one (1) additional year un- less cancelled by either party by written notice at least ninety (90) days prior to expiration of the initial one year term. CANCEL. DEFAULT. If Lessee shall neglect or fail to observe or per- form any of the covenants or agreements contained herein on its part to be observed or performed, and such default continues for a period of ten (10) days after written notice by Lessor of such default, then Les- sor may, at its option, perform such duty or obligation for Lessee and upon completion thereof bill Lessee for the cost thereof plus interest at percent ( %) per annum, which amount Lessee agrees to pay as though additional rent due hereunder, or, Lessor may terminate this Lease immediately upon the expiration of said ten (10) days notice of default if Lessee has failed to commence the cure of said default. CANCELLATION. Tenant may terminate this Lease by giving Landlord thirty (30) days prior written notice, and Landlord may ter- minate this Lease by giving Tenant thirty (30) days prior written notice. RIGHT TO TERMINATE Lessee is hereby granted the right to terminate this lease as follows. a) except as provided in b) below. (i) for any reason, at any time throughout the sixth through the tenth years of the initial term of the Lease upon one hundred and eighty (180) days prior written notice accompanied by payment of a cancellation payment to Lessor equivalent to one (1) year's base and additional rent at the then current rate. (ii) For any reason, at any time during any extension of the initial term of the Lease upon ninety (90) days prior written notice accompanied by payment of a cancellation payment to Lessor equivalent to one (1) year's base and additional rent at the then current rate, reduced, however, by one-fifth (1/5) thereof for each expired year of the extension term. Provided, however, in the event that any such termination by Lessee occurs during the second extension term of the Lease, the cancellation payment provided for hereinabove shall be computed in the manner set forth hereinabove but only at the equivalent of one-half (1/2) of one (1) year's base and additional rent at the then current rate. b) for the reason that Lessee's right to conduct its business is at any time during the term or any extension thereof terminated by governmental action without application therefor by Lessee upon thirty (30) days notice accompanied by payment of a cancellation payment equivalent to one (1) year's base and additional rent at the then current rate if such termination occurs during the first five full years of the term of this Lease and without cancellation payment if such termination occurs thereafter. NOTICES Notice. In every instance where it shall be necessary or de- sirable for Tenant to serve any notice or demand upon Landlord, such notice or demand shall be sent by United States Registered or certified Mail, postage prepaid, addressed to Landlord at the place where rental under this Lease is then being paid. Any notice or demand to be given by Landlord to Tenant shall be effective if mailed or delivered to the Premises, or to such other address as may appear on the records of Landlord. Notice mailed as aforesaid shall be deemed to have been served at the time the same is posted. NOTICES OR DEMANDS All notices to or demands upon the Lessor or Lessee desired or required to be given under any of the provisions hereof shal be in writing. Any notices or demands from the Lessor to the Lessee shall be deemed to have been duly and sufficiently given if a copy thereof has been mailed by United States registered or certified mail in an envelope properly stamped and addressed to the Lessee at ______________________ _____________________ or at such other address as Lessee may theretofore have furnished by written notice to Lessor. Any notices or demands from the Lessee to the Lessor shall be deemed to have been duly and sufficiently given if mailed by United States re- gistered or certified mail in an envelope properly stamped and ad- dressed to the Lessor, or at such other address as Lessor may there- tofore have furnished by written notice to Lessee. Any notice to Landlord provided for herein shall be deemed to have been served when such notice addressed to Landlord has been de- livered in person or sent by registered or certified mail to Landlord at the place where the rent shall have been last accepted by Landlord prior to such notice. Any notice to Tenant as provided for herein shall be deemed to have been served when such notice addressed to Tenant has been delivered in person or sent by registered mail to Tenant at its office at ___________________________________. SERVICE OF NOTICE. (a) All notices required to be given to Lessor hereunder shall, until contrary instructions are given to Lessee in writing, be effectively given to Lessor, if mailed by certified or registered mail, return receipt requested, at _________________________________. (b) All notices required to be given to Lessee hereunder shall, until contrary instructions are given to Lessor in writing, be effectively given to Lessee, if mailed by certified or registered mail, return receipt requested, at the premises herein leased with copy to ____________________________________. (c) Lessee hereby appoints as its agent to receive service all notices required under this lease, the person in charge of the leased Premises at the time. (d) Date of service of a notice served by mail shall be the date on which such notice is deposited in a post office of the United States Postal Service. NOTICES. All notices to be given under this Lease shall be in writing and delivered personally or deposited in the United states mail, certified or registered mail with return receipt requested, postage prepaid, addressed as follows. A. If to Landlord: or to such other person or such other address designated by notice sent by Landlord or Tenant. B. If to Tenant: Addressed to Tenant at Tenant's present address, and after occupancy of the Premises by Tenant, at or to such other address as is designated by Tenant in a notice to Landlord. Notice by mail shall be deemed to have been given when deposited in the United States mail as aforesaid. Lessor covenants that no conveyances, assignment by or other change of interest of Lessor in the premises hereby demised, whether recorded or unrecorded, shall be binding upon Lessee unless and until Lessee shall be actually notified thereof by U.S. certified mail, and in no event shall such conveyance, assignment, or other change of interest affect his lease or the renewal or purchase option rights of Lessee hereunder. COMPIANCE WITH LAWS GOVERNING LAW. This agreement shall be construed and governed under the laws of the State of ____________________________. LAWS AND REGULATIONS: RULES OF BUILDING Tenant agrees to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction thereof) relating to the use, condition or occupancy of the leased premises and Building and for preservation of good order therein, all of which will be sent by Landlord to Tenant in writing and shall be thereafter carried out and observed by Tenant. COMPLIANCE WITH LAW Landlord covenants that the Premises and the Building, and the fixtures and appurtenances (except those installed by Tenant) do con- form or that Landlord will promptly cause them to conform to every ap- plicable requirement of law or duly constituted authority. Of any Board of Underwriters, rating bureau, or similar organization, or the requirements of the carriers of all insurance on or relating to the Premises or the Building whether such insurance be furnished by Landlord or Tenant and that Landlord will, at its sole risk and ex- pense, at all times during the term hereof promptly comply with all such requirements. The Tenant shall comply with all applicable statutes, ordinances, rules and regulations pertaining to Tenant's use of the Premises. COMPLIANCE WITH LAW Landlord warrants that the Demised Premises, all fixtures and ap- purtenances related thereto, and all common areas of the building of which the demised Premises are a part, conform to all applicable laws, ordinances, regulations and requirements of governmental authorities, boards of underwriters, rating bureaus and similar organizations, and all insurers of the Demised Premises and the building. Landlord shall, at its sole cost and expense, comply with all such exisiting and future laws, ordinances, regulations, and requirements unless compliance with future laws, ordinances, regulations and requirements is required solely because of a use of the demised Premises peculiar to Tenant. If Landlord fails to comply with the provisions of this paragraph, Tenant may, upon prior written notice to Landlord, either comply in Landlord's stead and deduct all costs and expenses of com- plaince from rents due under this Lease or terminate this Lease with the same force and effect as if at its normal termination. GOVERNMENTAL ORDERS. Lessee agrees, at its own expense, to promptly comply with all requirements of any legally constituted public authority made necessary by reason of Lessee's occupancy of said Premises. Lessor agrees to promptly comply with any such requirements if not made necessary by reason of Lessee's occupancy. It is mutually agreed, however, between Lessor and Lessee that, if in order to comply with such requirements, the cost to Lessor or Lessee, as the case may be, shall exceed a sum equal to one year's rent, then Lessor or Lessee, who is obligated to comply with such requirments, shall have the right to terminate this lease by giving wtitten notice of termination to the other party, by registered mail, which termination shall become ef- fective sixty (60) days after receipt of such notice. Which notice shall eliminate necessity of compliance with such requirement by the party giving such notice, unless the party receiving such notice of termination shall, before termination becomes effective, pay to the party giving notice all cost of compliance in excess of one year's rent, or secure payment of said sum in manner satisfactory to party giving notice. RULES AND REGULATIONS Tenant agrees to comply with all reasonable rules and regulations which Landlord may establish from time to time for the protection and welfare of Tenant, the building of which the demised Premises are a part, and all of the other Tenants and occupants thereof. Provided that all such rules and regulations shall be uniformly applicable to all Tenants and occupants and shall not interfere with Tenant's use of the Demised Premises as intended. A copy of the current rules and regulations are attached hereto as Exhibit . RULES AND REGULATIONS. Tenant agrees to observe the rules and regulations for the Building attached hereto as exhibit and made a part hereof. Landlord shall have the right from time to time to prescribe additional rules and regulations which, in its judgment, may be desirable for the use, entry, operation and management of the Premises and Building, each of which rules and regulations and any amendments thereto shall become a part of this Lease. Tenant shall comply with all such rules and regulations. Provided, however, that such rules and regulations shall not contradict or abrogate any right or privilege herein expressly granted to Tenant. LANGUAGE, CAPTIONS, HEADINGS PARAGRAPH CAPTIONS Paragraph captions herein are for Landlord's and Tenant's con- venience only, and neither limit nor amplify the provisions of this Lease. Captions: The Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision thereof. The caption of each paragraph is added as a matter of convenience only and shall be considered of no effect in the construction of any provision or provisions of this Lease. CAPTIONS AND SECTION NUMBERS. The captions and paragraph numbers appearing anywhere in this Lease are inserted only as a matter of convenience fo reference and in no way define, limit, construe or describe the scope or intent of this Lease or of any such paragraphs of this Lease nor in any other way affect this Lease or any part thereof. Pronouns The use of the neuter singular pronoun in referring to the Landlord shall, nevertheless, be deemed a proper reference even though the Landlord may be an individual, a coporation, a partnership or a group of two or more individuals or corporations. PRONOUNS This lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent as- signment may be approved by Landlord hereunder, Tenant's assigns. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. ENTIRE AGREEMENT, AMENDMENTS, BINDING EFFECT RIDERS, EXHIBITS ADDITIONAL PROVISIONS. If there are no additional provisions draw a line from this point to the next printed word after the space left here. If there are additional provisions place the same here. AMENDMENTS. Except as otherwise hereinelsewhere provided, and not otherwise, no subsequent alteration, amendment, change, waiver, discharge, termination, deletion or addition to this Lease shall be binding upon Landlord or Tenant unless in writing and signed by both Landlord and Tenant. MODIFICATION OF LEASE The terms, covenants and conditions of this Lease may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of the change is sought. The failure of either party hereto to insist in any one or more cases upon the strict performance of any term, covenant or condition of this Lease to be performed or observed by the other party hereto shall not constitute a waiver or relinquishment for the future of any such term, covenant or condition. MODIFICATION Tenant shall make no structural modification, addition or deletion to the demised premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Tenant may make modifications, alterations and improvements of a nonstructural nature to the demised Premises as Tenant desires. Anything and every- thing installed by Tenant or at Tenant's expense on the Demised Premises, including, but not limited to, drapes, carpets, furniture, office equipment, counters, shelving, partitions and signs shall, at Tenant's option, remain Tenant's property and be removed by Tenant at the expiration of this Lease, or remain in the Demised Premises in which event they shall become the property of Landlord. If Tenant removes such items from the demised Premises, Tenant shall repair all damage caused by such removal. Landlord shall assist Tenant in obtain- ing all permits and licenses required to make additions, deletions, modifications, alterations and improvements to the demised Premises. Entire Agreement This Lease embodies the entire agreement between the parties. There are no promises, terms, conditions or obligations referring to the subject matter, other than those contained herein. There may be no modification of this Lease, except in writing, executed with the same formalities as this Lease. This Agreement sets forth the entire agreement between the parties hereto, and there are no covenants or agreements to be implied against either party. All additions to, variations from or modifications of this Agreement shall be void and ineffective unless in writing and signed by the party to be charged therewith. ENTIRE AGREEMENT. This Lease, and the exhibits attached here- to, constitute the entire agreement between Landlord and Tenant, and there are no other covenants, agreements, promises, terms, provisions, conditions, undertakings or understandings, either oral or written, be- tween them, concerning the premises, other than those herein or in the attached Exhibits hereto set forth. Any and all prior promises, agreements, conditions, undertakings and representations, whether oral or written, between them are superseded hereby and merged herein. Lessor and Lessee agree that this lease is not in con- sideration for or dependent or contingent in any manner upon any other contract, lease, or agreement between them and that the term, rental, and other provisions of said lease are not intended by said parties to be tied in with any other such contract, lease, or agreement. But, on the contrary, this lease and all of its provisions are entirely and completely independent of any other transaction or relationship between the parties. This Lease embodies the entire agreement between the parties hereto relative to the subject matter hereof and shall not be modified, changed, or altered in any respect except in writing; and in the event of any termination of this Lease pursuant to any right reserved by Les- see herein, all liability on the part of the Lessee for payment of rent shall cease and determine upon payment proportionately to the date of such termination of this Lease. Plats and riders Clauses, plats and riders, if any, affixed to this Lease are part hereof and in the event of variation or discrepancy the duplicate origi- nal hereof, including such clauses, plats and riders, if any, held by Landlord shall control. EXHIBIT A (Plan of Premises) The Premises consist of that area outlined in red or a heavy line on the plan affixed (excluding from the foregoing any, if any: elevator shafts; flues; stacks; pipes, shafts; vertical and horizontal ducts; pillars; emising walls; electrical boxes; firehose cabinets; and stairways) together with the right to use in common with all other oc- cupants of the Building, their invitees and the Landlord, the common areas of the Building consisting of corridors, elevators and lobby for ingress and egress to the Premises, washrooms and similar common facilities for their intended purposes, all subject to the terms and provisions of the Lease. SCHEDULE L ALLOWANCES 1. Building Standard heating, ventilation and air conditioning throughout the Leased Premises. 2. Building standard sprinkler system throughout the Leased Premises. 3. Building standard ceiling system (suspended, 9'0" high, concealed spline, 1' x 1' x 5/8", accoustical) throughout the Leased Premises. 4. _________ linear feet of partitioning (ceiling height 5/8" sheetrock both sides of 2-1/2" metal studs with sound attenuating insulation) taped, floated, and painted. 5. _________ light fixtures (2' x 4' parabolic, flourescent, recessed). 6. _________ doors and frames (full height, solid core walnut with sargent heavy duty leveer style satin bronze latchsets). 7. _________ duplex wall electrical outlets. 8. _________ wall telephone outlets. 9. _________ wall toggle switches. 10. _________ A floor covering credit of $________________. Building standard items shall be determined by Landlord's Architect, subject to the applicable terms and provisions of this Lease agreement. Exit lighting, emergency lighting, and fire and safety equipment re- quired by applicable codes shall be at Tenant expense. AIR CONDITIONING AND HEATING Landlord will furnish at its expense Building standard air conditioning and heating from 7:30 a.m. to l2 noon on Saturdays, exclusive of holidays (for purposes of this Agreement to be defined as New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas). Upon request of Tenant, Landlord will furnish air con- ditioning and heating at other times (that is, at times other than the times specified above), and if such services are furnished by Landlord at any such other times, Tenant shall reimburse Landlord for furnishing such services, on the following basis. If air conditioning is furnished by Landlord at such other times, Ten- ant shall reimburse Landlord at the rate of _______________________ per hour per air handling unit utilized in furnishing such air con- ditioning. Landlord reserves the right to periodically adjust the overtime air conditioning rate to reflect the actual cost of providing the service. SCHEDULE 2 TENANT PLANS Tenant and Landlord covenant and agree to the following: 1. Tenant will deliver to Landlord not later than ________________ _______, a detailed floor plan layout, together with drawings, and all necessary information and written instructions (hereinafter called "Tenant's Plans" ) reflecting the partitions and any and all other improvements desired by Tenant in said Leased Premises. Tenant's Plans shall include all items detailed in schedule . In the event that said Tenant's Plans are not deliverted by said date, Tenant agrees that any such delay shall be a "Tenant's delay" for which Tenant shall pay to Landlord as additional rent, one day's rent computed in accordance with the Lease agreement for each calendar day of such delay as liquidated damages therefor. 2. Upon receipt of Tenant's Plans, Landlord agrees to promptly price the cost of constructing the improvements in accordance with said Tenant's Plans, and to deliver a Leasehold Improvement Pricing Schedule to Tenant. 3. Upon receipt of Landlord's Leasehold Improvement Pricing Schedule, Tenant agrees to promptly review said prices and complete negotiations with Landlord for any price changes or adjustments therein and to return said approved Leasehold Improvement Pricing Schedule together with final construction drawings, fully released for con- struction, within _____________ calendar days from receipt of Landlord's Leasehold Improvement Pricing Schedule. In the event that said ap- proved Leasehold Improvement Pricing Schedule together with final con- struction drawings are not delivered to Landlord within said ___________ _____ calendar days period, irrespective of the reason for the delay, Tenant agrees that any such delay shall be a "Tenant delay" for which Tenant shall pay to Landlord as additional rent, one day's rent computed in accordance with the Lease Agreement for each calendar day of such delay as liquidated damages therefor. 4. If, after construction is authorized, Tenant makes changes to Tenant Plans which cause delay in delivery of the finished space, Ten- ant agrees that any such delay shall be a "Tenant Delay" for which Ten- ant shall pay to Landlord as additional rent, one day's rent computed in accordance with the Lease Agreement for each calendar day of such delay as liquidated damages therefor. SCHEDULE 2a MINIMUM INFORMATION REQUIRED OF TENANT'S PLANS Floor Plans indicating: 1. Location and type of all partitions. 2. Location and types of all doors - indicate hardware and provide keying schedule. 3. Location and type of glass partitions, windows and doors - indicate framing if not building standard. 4. Locationn of telephone equipment room accompanied by an approval of the telephone company. 5. Indicate critical dimensions necessary for construction. 6. Location of all Bulding standard electrical items - outlets, switches, telephone outlets. 7. Locations and type of all Non-Building Standard electrical items including lighting. 8. Location and type of equipment that will require special electrical requirements. Provide manufacturers specifications for use and operation. 9. Location, weight per square foot and description of any exceptionally heavy equipment or filing system exceeding 50 psf live load. 10. Requirements for special air conditioning or ventilation. 11. Type and color of floor covering. 12. Location, type and color of wall covering. 13. Location, type and color of Building Standard and Non-Building standard paint or finishes. 14. Location and type of plumbing. 15. Location and type of kitchen equipment. Details Showing: 1. All millwork with verified dimensions and dimensions of all equipment to be built-in. 2. Corridor entrance. 3. Bracing or support of special walls, glass partitions, etc., if desired. If not included with the space plan, Landlord's architect will design all support or bracing required at Tenant's expense. SCHEDULE 3 BUILDING STANDARD JANITORIAL PROCEDURES The following services are the building Standard Janitorial services. Landlord, at his sole discretion, reserves the right to make adjustments to the schedule of services. A. Daily Services - General 1. Empty and damp wipe ash trays and trash cans. 2. Dust all horizontal surfaces, desks, chairs, files, telephones, picture frames, etc. 3. Damp wash and wipe dry all plastic or formica desk tops. 4. Clean and sanitize drinking fountains, follow with stainless steel cleaners. 5. Spot clean all windows and partition glass, including lobby doors. 6. Dust mop and spot all tiled areas. 7. Vacuum all carpeted areas. 8. Police stairways. B. Daily Services - Restrooms 1. Remove trash and clean receptacles. 2. Clean and sanitize lavatories, commodes, and urinals. 3. Clean out corners and edges. 4. Clean mirrors. 5. Spot clean wall tile and partitions. 6. Replenish supplies. 7. Sweep floor. 8. Mop and disinfect floor. C. Daily Services - Elevators 1. Bring down two elevators at a time using control panels located on ground level. 2. Clean light lenses and replace burned out bulbs. 3. Spot clean walls. 4. Use paste wax or appropriate treatment on finish metal. 5. Clean edges, corners, and tracks. 6. Vacuum carpet. D. Daily Services - Street Level 1. Dust mop and damp mop all granite public areas. 2. Clean all glass entrance ways and side panels. 3. Empty all ash urns. 4. Spot clean granite walls. 5. Dust all horizontal ledges. E. Weekly Services - Stairways 1. Sweep from top to bottom using oil base sweeping compound. 2. Dust hand rails and ledges. 3. Dust lights between floors. F. Weekly Services - Tile Floors 1. Damp mop all tile floors. 2. Machine buff all tile floors. G. Weekly Services - Granite Floors 1. Spray buff all public areas. H. Monthly Services - Granite Floors 1. Repair all traffic lanes and other "high wear" areas. I. Quarterly Services - Tile Floors 1. Strip and recoat all tile floors. J. Annual Services - General 1. Clean inside and outside of all exterior windows. 2. Clean all flourescent light fixture lenses. 3. Wash down all restroom walls and partitions. K. Services as required 1. Spot clean carpeted areas. 2. Shampoo public areas outside tenant space. L. Services 1. Daily a. Police building perimeter for trash. b. Remove trash from tree wells and planters. c. Hose down sidewalks. d. Machine scrub 1/5 of sidewalks. M. Services - Day Crew 1. Police and replenish supplies in all women's restrooms. 2. Vacuum all passenger elevators twice each day - once before lunch and once after. 3. Clean and vacuum garage elevators. 4. Clean all ash urns twice each day. 5. Clean all glass entrance doors in main lobby. 6. Dust mop and/or damp mop all granite floors in main lobby once each day. 7. Clean all windows on building perimeter at street level once each day - 1/5 each day. 8. One utility man to clean service area, hallway and dock area. EXHIBIT B TO LEASE FOR ______________________, 19 _____ _______________________________ Work Letter Covering certain _______________________________ Premises on, _______________________________ Gentlemen: You (hereinafter called "Tenant") and we (hereinafter called "Landlord"), are executing simultaneously with this letter agreement a written lease (the "Lease") covering certain premises, as more particularly described in said lease, in the building known as ______ . To induce Tenant to enter into the Lease (which is hereby incorporated by reference to the extent that the provisions of this letter agreement may apply thereto) and in consideration of the mutual covenants hereinafter contained, Landlord and Tenant agree as follows. 1. (a) Landlord, at Landlord's sole cost and expense, shall do the work outlined in Attachment "A" identified by Landlord and Ten- ant and attached hereto (hereinafter called "Work"). Landlord, at Ten- ant's option, shall either pay for the necessary initial architectural drawings for the work (hereinafter called "Plans") to be drawn at a cost not to exceed 25 cents per rentable square foot, by Tenant's space planner or provide space planning services for which Tenant shall pay all costs in excess of 25 cents per rentable square foot. The Plans must include partition drawings, telephone and electric drawings and reflected ceiling drawings and must be suitable in all respects for submission to the Building Department of the City of _____________ in order to obtain a building permit. All of the Plans are expressly subject to Landlord's written approval. Tenant has assured itself by direct communication with its space planner or architect that the Plans can be delivered to Landlord by Tenant on or before __________________, 19_____. Tenant covenants and agrees to cause said Plans to be de- livered to Landlord on or before said date. Landlord will, at Landlord's sole costs and expense, have mechanical (sprinkler, air con- ditioning, heating, electric and plumbing) drawings prepared by Landlord's mechanical elements of the work as shown on the Plans as the Work relates specifically to Building Standard installations as set forth in attachment "A". (b) Except as set forth in subparagraph 1 (a), Landlord has no other agreement with Tenant and has no other obligation to do any other work with respect to said premises. Any other work in said premises which may be permitted by Landlord pursuant to the terms and conditions of the lease shall be done at Tenant's sole cost and expense and in accordance with said terms and conditions. 2. If Landlord further agrees to perform, at Tenant's request and upon submission by Tenant (at Tenant's sole cost and expense) of all necessary drawings, plans and specifications, any other work in ad- dition to the work described in Paragraph 1 hereof, such other work will be done at Tenant's sole cost and expense as a Tenant's extra. Prior to commencing any such other work requested by Tenant, Landlord shall submit to Tenant written estimates of the cost of such other work. If Tenant shall fail to approve said estimates within seven (7) days from the receipt thereof, the same shall be deemed disapproved in all respects by Tenant and Landlord shall not be authorized to proceed thereon. Tenant agrees to pay to Landlord promptly upon being billed therefor, at any time and from time to time, the cost of all such other work together with twenty-one percent (2l%) of said cost for Landlord's overhead. 3. Notwithstanding the date provided in the Lease for com- mencement of the term thereof, Tenant's obligation to pay rent there- under shall not commence until Landlord shall have substantially com- pleted all of the Work to be done by Landlord as described in Paragraph 1 hereof. Provided, however, that if Landlord shall be delayed in sub- stantially completing said work as a result of (a) Tenant's failure to furnish the Plans for the Work in accordance with paragraph 1 hereof. (b) Tenant's failure to approve cost estimates within the time specified in paragraph 2 hereof. (c) Tenant's request for materials, finishes or installations other than Building standard. (d) Tenant's changes in the Work or the Plans thereof (notwithstanding Landlord's approval of such changes). (e) The performance of any work by Tenant or any person, firm or corporation employed by Tenant. (f) Any fault of Tenant or its agents, the commencement of the term thereof and the payment of rent thereunder shall not be affected or deferred on account of such delay. 4. Landlord, at Landlord's discretion, may permit Tenant and Tenant's agents to enter said premises prior to the date specified as the commencement of the term of the Lease in order that Tenant may do such other work as may be required by Tenant to make said premises ready for Tenant's use and occupancy thereof. If Landlord permits such entry prior to commencement of the term, then such permission is conditioned upon Tenant and Tenant's agents, contractors, workmen, mechanics, supliers and invitees, working in harmony and not interfering with Landlord and Landlord's agents in doing Landlord's work in said premises or for other Tenants and occupants of said building. If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord shall have the right to withdraw such permission upon twenty-four (24) hours written notice to Tenant. Tenant agrees that any such entry into and occupation of the premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease except as to the covenant to any rent, and further agrees Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant's work and installations made in said premises or to properties placed therein prior to the commencement of the term of the Lease, the same being at Tenant's sole risk. If the foregoing correctly sets forth our understanding, kindly sign as indicated below. ATTACHMENT "A" TO WORKLETTER Landlord shall supply and install, at Landlord's expense, Building Standard. 1. Full height, solid core, single leaf entry door(s) in accordance with building code with lever handle(s) and lockset. 2. Partitions where designated on the Plans not to exceed one (1) lineal foot for each fifteen (15) square feet of rentable area. 3. Full height interior door frames and solid core doors including door stops, hinges, and latchset hardware where designated on the Plans not to exceed one (1) door for each twenty-two (22) lineal feet of interior partition. 4. Suspended mineral acoustical tile ceiling throughout the Premises. 5. Recessed two foot by two foot (2' x 2') fluorescent light fixtures in a quantity not to exceed one (1) fixture for each seventy (70) square feet of rentable area. The lighting fixtures shall be controlled by one (1) switch for each three hundred fifty (350) square feet of rentable area. 6. Duplex electrical wall receptacles on the basis of not more than one (1) receptacle for each 125 square feet of rentable area. 7. Telephone outlets, in walls, on the basis of not more than one (1) outlet for each two hundred (200) square feet of rentable area. 8. Floor covering allowance of One Dollar ($1.00) per usable square foot of floor space. 9. Sprinkler heads in a quantity required by Building Code. 10. Narrow slat, tapeless, horizontal blinds on all exterior windows. 11. Painting of partitions and columns and interior side of exterior window walls in Landlord's standard manner, colors to be selected by tenant from Landlord's Building Standard Colors, but not more than one (1) color in any one room or other area. 12. Air conditioning system which shall, within tolerances normal in first class office buldings, be capable of maintaining inside space conditions of 78 degrees F. dry bulb and 50% relative humidity when outside conditions are 92 degrees dry bulb and 75 degrees wet bulb and maintain not less than 72 degrees F. with outdoor temperatures ranging down to minus 5 degrees F. The foregoing is based upon an occupancy density of not more than one (1) person per hundred (100) square feet of floor area, and a maximum of electric lighting and office machine load of 4 watts per square foot of floor area within any given area within the Premises. Landlord _____________________________ Tenant ______________________. EXHIBIT C TO LEASE FOR ESTOPPEL STATEMENT RE: Lease Dated: Landlord: , not individually, but as Trustee under Trust No. Tenant: Premises: __________________________________________. The undersigned as Tenant under the Lease aforesaid, hereby acknowledges for the benefit of ______________________________, which has or is about to make a loan to the Landlord aforesaid part of the security for which will be a mortgage covering the Premises aforesaid and an assignment of Landlord's interest in said Lease, the truth and accuracy of the following statements pertaining to said Lease. 1. Tenant has accepted and is in full possession of the Premises. 2. The term of the Lease commenced on _________________________ and the Lease is in full force and effect. 3. Landlord has satisfactorily complied with all of the re- quirements and conditions precedent to the commencement of the term of the Lease as specified in the Lease. 4. All improvements, additions and alterations required to be made by Landlord with respect to the Premises have been fully completed by Landlord and are acceptable to Tenant except for ________________. 5. Tenant is paying the full rent stipulated in the Lease and there are no offsets, defenses or claims on the part of Tenant with re- spect thereto. 6. The fixed annual rent under the Lease is $________________ and no moneys have been paid to Landlord in advance of the due date set forth in the Lease, except _________________________________________. 7. Landlord has not been and is not presently in default under any of the terms, covenants or provisions of the Lease. 8. There have been no modifications or amendments to the Lease except as follows: _________________________________________________ A true and complete copy of the Lease (together with all amendments if any aforementioned) is attached hereto and hereby made a part hereof. 9. Tenant acknowledges that ____________________________________ _________________ assumed no liability for its security deposits, if any, or for sums escrowed with the Landlord for taxes in the event that _______________________________ acquires the building in which the Premises are located by foreclosure or by transfer of title in lieu of foreclosure. 10. Tenant has no notice of any prior assignment, hypo- thecation or pledge of the Lease or of the rents payable by Tenant thereunder. Dated: TENANT: ____________________________ By _________________________________ Address to which notices are to be sent if other than the Premises: ____________________________________. ____________________________________. ____________________________________. EXHIBIT D TO LEASE FOR RULES AND REGULATIONS RULES AND REGULATIONS. Tenant agrees to observe the rights reserved to Landlord in the Lease and agrees, for itself, its em- ployees, agents, clients, customers, invitees and guests, to comply with the following rules and regulations and with such reasonable modifications thereof and additions thereto as Landlord may make, from time to time, for the Building. (a) Any sign, lettering, picture, notice, or advertisement installed within Tenant's Premises which is visible to the public from within the Building shall be installed at Tenant's cost and in such manner, character and style as Landlord may approve in writing. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in any position so as to be visible from outside the Building or from any atrium or lobbies of the Building. (b) Tenant shall not use the name of the Building or use pictures or illustrations of the Building in advertising or other publicity, without prior written consent of Landlord. (c) Tenant, its customers, invitees, licensees, and guests shall not obstruct sidewalks, entrances, passages, courts, corridors, vestibules, halls, elevators and stairways in and about the Building. Tenant shall not place objects against glass partitions or doors or windows or adjacent to any open common space which would be unsightly from the Building corridors or from the exterior of the Building, and will promptly remove the same upon notice from Landlord. (d) Tenant shall not make noises, cause disturbances, create vibrations, odors or noxious fumes or use or operate any electrical or electronic devices or other devices that emit sound waves or are dangerous to other Tenants and occupants of the Building or that would interfere with the operation of any device or equipment or radio or television broadcasting or reception from or within the Building or elsewhere, and shall not place or install any projections, antennae, aerials or similar devices inside or outside of the Premises. (e) Tenant shall not make any room-to-room canvass to solicit business from other Tenants in the Building, and shall not exhibit, sell or offer to sell, use, rent or exchange any item or services in or from the Premises unless ordinarily embraced within the Tenant's use of the Premises as specified in its lease. (f) Tenant shall not waste elecricity or water and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air-conditioning and shall refrain from at- tempting to adjust any controls. Tenant shall keep public corridor doors closed. (g) Door keys for doors in the Premises will be furnished at the commencement of the Lease by Landlord. Tenant shall not affix ad- ditional locks on doors and shall pruchase duplicate keys only from Landlord. When the Lease is terminated, Tenant shall return all keys to Landlord and will provide to Landlord the means of opening any safes, cabinets or vaults left in the Premises. (h) Tenant assumes full responsiblity for protecting its space from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured. (i) Peddlers, solicitors and beggars shall be reported to the office of the Building or as Landlord otherwise requests. (j) Tenant shall not install nor operate machinery or any mechanical devices of a nature not directly related to Tenant's ordi- nary use of the Premises without the written permission of the Landlord. (k) No person or contractor not employed by Landlord shall be used to perform window washing, cleaning, decorating, repair or other work in the Premises. (l) Tenant shall not, and Tenant shall not permit or suffer anyone to: (1) Cook in the Premises. (2) Place vending or dispensing machines of any kind in or about the Premises. (3) At any time sell, purchase or give away, or permit the sale, purchase or gift of, food in any form. (m) Tenant shall not: (1) Use the Premises for lodging or for any immoral or illegal purposes. (2) Use the Premises to engage in the manufacture or sale of, or permit the use of, any spirituous, fermented, intoxicating or alcoholic beverages on the Premises. (3) Use the Premises to engage in the manufacture or sale of, or permit the use of, any illegal drugs on the Premises. (n) In no event shall any person bring into the Building inflammables such as gasoline, kerosene, naphtha and benzene, or ex- plosives or firearms or any other article of intrinsically dangerous nature. If by reason of the failure of Tenant to comply with the provisions of this paragraph, any insurance premium payable by Landlord for all or any part of the Building shall at any time be increased above normal insurance premiums for insurance not covering the items aforesaid, Landlord shall have the option to either terminate the Lease or to require Tenant to make immediate payment for the whole of the increased insurance premium. (o) Tenant shall comply with all applicable federal, state and municipal laws, ordinances and regulations and Building rules, and shall not directly or indirectly make any use of the Premises which may be prohibited thereby or which shall be dangerous to person or property or shall increase the cost of insurance or require additional insurance coverage. (p) If Tenant desires signal, communication, alarm or other utility or service connection installed or changed, the same shall be made at the expense of Tenant, with approval and under direction of Landlord. (q) Bicycles shall not be permitted in the Building in other than Landlord designated locations. (r) Tenant shall cooperate and participate in all security programs affecting the Building. (s) In the event Landlord allows one or more Tenants in the Building to do any act prohibited herein, Landlord shall not be precluded from denying any other Tenant the right to do any such act. EXHIBIT B Construction Rider ________________________ , not personally or individually but solely and only as Trustee under a certain Trust agreement dated September , 19 and known as Trust No. as Landlord (The "Landlord") and ______________, as Tenant (the "Tenant") are executing simultaneously herewith a written lease (the "Lease") leasing certain space (the "Premises") in a Building (the "Building") situated on real estate (the "Real Estate") described in the lease. In consideration of the respective covenants of the parties described in the Lease, Land- lord and Tenant further mutually agree as follows. A. Construction of the Building Shell and Core: In the event that construction of the Building, in which the Premises are located, is not "Complete" on the Real Estate, Landlord agrees at its sole cost and expense. (i) to "Complete" the "Shell and Core" of the Building substantially in accordance with those preliminary plans and specifications prepared by ______________ now on file with the Building Department of the city of ___________ (the"Building Plans") subject to Landlord's right to modify, change, amplify or amend the Building Plans (hereinafter described). And (ii) to perform all of the obligations imposed on the Landlord pursuant to paragraph B of this Exhibit B. 1. Completion-Shell and Core: The term "Shell and Core" means that portion of the construction of the Building specifically described in the Building Plans and specifically excludes any work, labor or mater- ial described in any portion of subsection B of this Exhibit B or any matters falling within the scope of the work, labor or material de- scribed in said subsection B, whether or not the same is designated in said subsection B as "Landlord's Work", "Extra Work" or of the type and scope of matter required to be set forth in the Tenant's Plans". The term "Complete", insofar as said term relates to Shell and Core means that. (i) the structure (steel and concrete erection) of the Building will be completed. (ii) the Building will be enclosed and waterproof. (iii) all utility and service lines and equipment relating to the same will be brought to the floor on which the Premises are located and ex- tended to a point at which one of the demising walls of the Premises will be located and that the same will be in good operating condition. (iv) the HVAC system will be in operation to the floor on which the Premises is located. (v) the freight car will be operational. (vi) that there will be at least one passenger elevator for each 65,000 square feet of gross space occupied by Tenants then in possession of portions of the Building. (vii) the elevator lobby on the floor in which the Premises are located and the public corridor leading from said elevator lobby to the Premises will be completed (excluding from the completion of the foregoing, painting, and floor covering, provided however, that when the floor on which the premises is two-thirds occupied, said painting and floor covering shall be completed). (viii) the toilet rooms on the floor on which the Premises are located shall be com- pleted. (ix) the ground floor lobby and the ground floor elevator lobby shall be complete to the extent of providing a method of safe ingress and egress to and from the exterior of the Building and to and from the elevators servicing the floor on which the Premises are located and the floors of such portions providing such ingress and egress are covered with hard or soft floor covering. 2. Certification: Any one or more of the following shall be con- clusive evidence that the Building Shell and Core are complete (subject to the provisions of subsection B of the exhibit b) and such evidence shall be conclusive and binding upon the Tenant: (i) the certification of either Landlord's architect or Landlord's engineer that the Shell and Core is substantially complete, or (ii) the issuance of an occupancy certificate for the Building by the City of ___________________. 3. Modification of Building Plans: Landlord reserves the right from time to time and at Landlord's sole discretion, to modify, amend or change the Building Plans without the consent or approval of the Tenant provided that such modifications, amendments or changes do not either. (i) materially and substantially reduce the area of the Premises. (ii) substantially and materially change the location of the Premises from one floor to another floor of the Building. B. Construction of the Premises: The Landlord and the Tenant agree that their respective rights and obligations in reference to the con- struction of the Premises (excluding from all of the following the con- struction work hereinabove described as Shell and Core in subsection A above) shall be as follows: 1. TENANT'S PLANS AND SPECIFICATIONS a. Tenant, at Tenant's sole cost and expense, shall cause to be prepared complete, finished, detailed architectural, engineering, electrical and mechanical plans including all dimensions and specifications for all work to be performed by Landlord hereunder ("Tenant's Plans") except for the mechanical plans and specifications provided for in subparagraph B2 hereof. b. Tenant's Plans shall be delivered to Landlord in accordance with the provisions of subparagraph B5 hereof. c. Tenant's Plans are expressly subject to Landlord's prior written approval, which shall not be unreasonably withheld. Upon such approval, Landlord shall cause Tenant's Plans together with the mechanical plans and specifications provided for in subparagraph B2 hereof, to be filed, at Tenant's sole cost and expense, with the governmental agencies having jurisdiction thereof, in order to obtain all governmental permits and authorizations which may be required in connection with the work to be done. d. Without the prior written consent of Landlord, Tenant shall make no changes in Tenant's Plans after approval thereof by Landlord. 2. LANDLORD'S PLANS AND SPECIFICATIONS a. Landlord, at Landlord's sole cost and expense, shall cause to be prepared complete mechanical plans and specifications where necessary for the installation of the Building standard air conditioning systems and ductwork heating, electrical and plumbing and other mechanical plans for Landlord's work. b. Landlord may make such changes in the mechanical plans and specifications described in subparagraph B2a hereof as Landlord may desire, excepting that any such changes shall not materially, adversely affect Tenant's occupancy. c. Landlord, at its sole option, may substitute for Building standard materials described in subparagraph B3 hereof other materials of comparable kind and quality. 3. LANDLORD'S WORK--Standard of the Building Landlord, at its sole expense and without charge to Tenant, shall furnish and install in accordance with Tenant's Plans the following labor and materials ("Landlord's Work"). a. Partitions (1) Interior dry wall partitions with 2-1/2" metal studs and 5/8" sheetrock on both sides on the basis of one lineal foot of partition for every 15 square feet of rentable area, outside of the Building core. Partitions shall be ceiling height, spackled and taped. (2) Demising walls shall be constructed as above with one 5/8" sheetrock to slab with batt insulations for sound-deadening with suitable openings to accommodate air-conditioning requirements, pipes, ducts and beams above the hung ceiling. (3) There shall be no jogs, curves or angles in any partition. Partitions terminating at the Building walls shall meet either a mullion or a column. b. Doors and Bucks. Entry door(s) per Code requirement. Entry doors and interior doors will be 3'0 x 8'10" - 1'3/4" solid core, full height, walnut faced, including metal frames, on a basis of one door for every 30 lineal feet of partition, outside of the Building core. c. Hardware. Latch sets, butts and door stops for all interior doors. Lock sets, closer, butts, and door stops for entrance doors. Lever hardware to be russwin Citation or equivalent. d. Ceilings. Modular 24" x 24" shadowline type acoustic ceiling on recessed metal grid suspension system. e. Flooring. Floors will be carpeted throughout. Tenant to make selection from Building Standard carpet samples and Building Standard carpet colors, (no more than one color per suite), not to exceed $1.00 per rentable square foot outside of the building core, with 4" vinyl base as required. f. Electrical (1) Facilities sufficient for 4 watts combined electrical load per square foot of rentable area. (2) Recessed, fluorescent lighting fixtures, size 24" x 48", containing four 40 watt lamps with acrylic lenses to be Westinghouse or equivalent; not more than one such fixture per 79 square feet of rentable area, outside of the building core. (3) Single pole switches one per every 400 rentable square feet, outside of the building core. All switches shall be located on columns or partitions. (4) Landlord shall initially install lamps which shall be furnished at Tenant's expense. (5) One 120v duplex wall receptacle outlet with 1/2" conduit and wire, for every 200 square foot of rentable area, outside of the building core, and one wall telephone outlet with 3/4" conduit for every 250 square feet of rentable area, outside of the building core, to be located on partitions. (6) Circuits required by Code to connect items referred to in f-2 and f-3 above to the floor panel board, as determined by Landlord's engineers. g. Heating, ventilation and Air Conditioning. Building standard air conditioning system is based on an average electrical load of four watts/square foot and one person/100 square foot of usable area. The HVAC system will be capable of providing inside space con- ditions of 76 degrees dry bulb at 50% relative humidity when outside conditions are 95 degrees dry bulb and 78% wet bulb. The heating installation will provide interior conditions of 72% inside when the outside temperature is 10 degrees F. Interior zones are on a variable volume system with moduline stripline diffusers and perimeter zones are on constant volume systems with slotline diffusers. h. Painting and Wall Coverings. (1) Walls shall receive one prime coat and one finish coat of latex flat paint. Colors to be selected by Tenant from building standard color chart, not to exceed one color per room, four colors per suite. (2) Vinyl or paper wall coverings to be furnished and installed at Tenant's expense. i. Draperies. Building standard draperies will be provided at all exterior windows, selected by Landlord. j. Sprinkler Heads. One phantom type concealed head, flush mounted with finished cap per every 200 rentable square feet, outside of the building core. 4. EXTRA WORK a. Tenant, on Tenant's Plans, may designate substitutions (except for building Standard draperies), additional or extra work and/or materials over and above Landlord's Work ("Extra Work") to be performed by Landlord, provided that the Extra Work, at Landlord's option. (i) shall not delay completion of Landlord's Work or the Commencement Date of the Lease. (ii) shall be practicable and consistent with existing physical conditions in the building and with the plans for the building which have been filed with the Department of Buildings of the City of Chicago or other governmental authorities having jurisdiction there- over. (iii) shall not impair Landlord's ability to perform any of Landlord's obligations hereunder or under the Lease or any other lease of space in the Building. (iv) shall not affect any portion of the Building other than the Premises. (1) In the event Tenant requests Landlord to perform Extra Work and if Landlord accedes to such request, then and in that event, prior to commencing such Extra Work, Landlord shall submit to Tenant a written estimate ("Estimate") for said Extra work to be performed. Within five (5) days after Landlord's submission of the Estimate, the Tenant shall, in writing, either accept or reject the Estimate. Tenant's failure either to accept or reject the Estimate within said five (5) day period shall be deemed rejection thereof. (2) In the event that Tenant rejects the Estimate or the Es- timate is deemed rejected, Tenant shall within five (5) days after such rejection furnish Landlord with necessary revisions of Tenant's Plans, so as to enable Landlord to proceed as though no such Extra Work had been requested. Should Tenant fail to submit such necessary revions of Tenant's Plans within said five (5) day period, Landlord, in its sole discretion, may proceed to complete Landlord's Work building standard work) in accordance with Tenant's Plans already submitted, with such variations as in Landlord's sole discretion may be necessary so as to eliminate the Extra Work set forth on Tenant's Plans. b. All Extra Work shall require the installation of new materials at least comparable to the building standard and any substitution shall be of equal or greater cost than that for which it is substituted. The term "substitution" as used in this subparagraph (b) shall be expressly limited to an item of Extra Work in replacement of an item of Landlord's Work having the same form, character and appearance and serving the same function as the item so replaced; e.g., a two tube fluorescent lighting fixture in replacement of a Building Standard 4 tube fluorescent light fixture. c. Tenant may request the omission of an item of Landlord's Work provided that such omission shall not delay the completion of Landlord's Work, and Landlord thereafter shall not be obligated to in- stall the same. No credit shall be granted to Tenant for items omitted or not installed. Credits for substitutions shall be granted in amounts determined by Landlord's unit prices for substitutions and shall be applied against the final payments by Tenant for all Extra Work to be performed by Landlord. In no event shall there be any cash credits. d. In the event Landlord performs Extra Work hereunder, Tenant shall pay to Landlord, upon acceptance of the estimate, or submission of Landlord's bid therefor, as the case may be, a sum equal to twenty per cent (20%) of the estimate or bid price. Thereafter, Tenant shall pay to Landlord the balance of the cost of the Extra Work at such time or times as agreed to, but in no event shall the balance be paid later than the completion of the Extra Work. 5. SCHEDULE OF DELIVERY OF TENANT'S PLAN Tenant's Plans shall be delivered to Landlord for consideration on or before the dates ("Plan Submission Dates") listed below. a. On or before _____________________________, 19_____. (1) The location and extent of floor capacities and floor openings in excess of building standard. (2) The special air-conditioning needs by location and general description of need. (3) Location and description of special plumbing requirements. (4) Estimated total electrical load including lighting for entire space. Show amount and location of areas requiring loads in excess of building standard. (5) Location, loads and dimensions of telephone equipment rooms. b. On or before ____________________, 19_____. (1) Partition locations and type. (2) Door locations, size and type, hardware schedule. (3) Reflected ceiling plans. (4) Location of electrical outlets and telephone outlets. (5) Locations, loads and dimensions of telephone equipment rooms. (6) Air-conditioning loads. (7) Specific plumbing requirements, including plans and sections. (8) Cabinet work and any other information affecting other trades. (9) Non-building standard ceiling heights and/or materials, and any other information not delineated in 5c immediately below. c. On or before _____________________, 19_____. (1) Decorative plans including paint schedule, floor coverings, draperies, wall coverings. (2) Non-structural architectural detailing. Tenant shall strictly comply with the Plan Submission Dates and any change or modification of such dates shall not be valid or binding unless consented to by Landlord in writing. In addition to its other remedies for Tenant's failure so to comply, Landlord may (but shall not be required to) at anytime subsequent to five (5) days after a default by Tenant in complying with the Plan Submission Date, proceed with Landlord's Work, and insofar as Landlord is able, to substantially com- plete the Premises in a building standard manner. 6. COMPLETION--PUNCH LIST When both (i) any portions of the Building (other than the Premises) specifically required by the provisions of this Exhibit B to be complete, if any, are in the Landlord's opinion Complete, and (ii) the Landlord is of the opinion that the Landlord's Work described in Section B of this Exhibit B is Complete, then the Landlord shall so notify the Tenant. The Tenant agrees that upon such notification, the Tenant promptly (and not later than two business days after the date of Landlord's said notice) will inspect the Premises and furnish to the Landlord a written statement that the Building and the Premises have been completed and are complete as required by the provisions of this Exhibit B and the Lease with the exception of certain specified and enu- merated items (hereinafter referred to as the "Punch List"). The Ten- ant agrees that at the request of the Landlord from time to time hereafter, the Tenant will promptly furnish to the Landlord revised Punch Lists reflecting any completion of any prior Punch List items. It is mutually agreed that if the Punch List or any revised Punch List consists only of items that can be completed within a relatively short period of time, and if the non-completion of such Punch List items would not materially impair the Tenant's use or occupancy of the Premises. Then, in such event, the Tenant will acknowledge in writing that the Premises are Complete and accept possession of the Premises. Provided, however, that such acknowledgment or acceptance shall not re- lieve the Landlord of its obligations to promptly complete all such Punch List items. The date which is the earlier of either (i) the date on which the Tenant acknowledges that the Premises are Complete, or (ii) the date on which the Tenant Premises were Complete, pursuant to the provisions of this subparagraph 6 is sometimes referred to as the "Completion Date." 7. POSSESSION--EXTENSION OF TERM AND ACKNOWLEDGMENTS a. Possession. The Tenant will take possession of the Premises as of and on the Completion Date. Landlord has not agreed or represented that the Premises will be substantially ready for occupancy on the date specified in Section 2 of the Lease for the commencement of the Term. If for any reason whatsoever the Premises are not Complete on said date, this Lease shall nevertheless continue in full force and effect, and no liability shall arise against Landlord because of any such de- lay. Provided, however, that all Rent due hereunder shall abate on a per diem basis until the Completion Date. Notwithstanding the foregoing, there shall be no abatement of Rent if the Premises are not sub- stantially Complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant; any delay of Tenant in submitting plans, supplying information or approving or authorizing plans, specifications, estimates or other matters, or any other act or omission of Tenant. If Tenant shall occupy all or any part of the Premises prior to the Completion Date, all of the covenants and conditions of this Lease, including the obligation to pay Rent, shall be binding upon the parties hereto in respect to such occupancy as if the first day of the Term had been the date when Tenant began such occupancy. b. Extension and modification of Term. In the event that the Premises are not "Complete" on the commencement date of the Term, as specified in Section 2 of the Lease, then effective as of and on the Completion Date, the Landlord and Tenant agree that the Term of this Lease will be automatically extended to end on that date which is _____ _______________________ months from the first day of the month im- mediately following the Completion Date . Promptly after the Completion Date, at the request of either the Landlord or the Tenant the parties will execute an instrument, in recordable form, setting forth the expiration date of the Lease, as so extended, so that said date is certain and such instrument, when executed, is hereby made a part of this Lease and incorporated herein by reference. 8. TENANT'S ENTRY PRIOR TO COMPLETION DATE Landlord may permit Tenant and/or its agents or laborers to enter the premises at Tenant's sole risk prior to the Completion Date in order to perform through Tenant's own contractors such work as Tenant may desire, at the same time that Landlord's contractors are working in the Premises. The foregoing license to enter prior to the Completion Date, however, is conditioned upon Tenant's labor not interfering with Landlord's contractors or with any other Tenant or its labor. If at any time such entry shall cause disharmony, interference or union dis- putes of any nature whatsoever, or if Landlord shall, in Landlord's sole judgment, determine that such entry, such work or the continuance thereof shall interfere with, hamper or prevent Landlord from proceed- ing with the completion of the Building or the Premises at the ear- liest possible date, this license may be withdrawn by Landlord im- mediately upon written notice to Tenant. Such entry shall be deemed to be under and subject to all of the terms, covenants, and conditions of the Lease (including without limitation, those contained in Sections 6,8,9,l3,20,23,25,26 and Tenant shall comply with all of the provisions of the Lease which are the obligation or covenants of the Tenant except that the obligation to pay Rent shall not commence until the Completion Date or as otherwise provided for in the Lease. In the event that Ten- ant's agents or labor incurs any charges from Landlord, including but not limited to charges for use of construction or hoisting equipment on the building site, then and in that event, such charges shall be deemed an obligation of Tenant and shall be collectible as rent pursuant to the Lease and upon default in payment thereof Landlord shall have the same remedies as for a default in payment of Rent pursuant to the Lease. 9. LANDLORD'S ENTRY AFTER SUBSTANTIAL COMPLETION Landlord's Work shall be substantially Complete prior to the Com- pletion Date. At any time after the Completion date, Landlord may en- ter the Premises to complete unfinished details of Landlord's Work and such entry by Landlord, its agents, servants, employees or contractors for such purpose shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents. 10. DELAYS Landlord and Tenant mutually acknowledge that the Landlord's con- struction process in order to Complete the Building and the Premises requires a coordination of activities and a compliance by the Tenant without delay of all matters imposed upon the Tenant pursuant to this Exhibit B and that time is of the essence of the Tenant's obligation and compliance of the terms and provisions of this Exhibit B. The parties further mutually acknowledge that delays in such compliance by the Tenant would cause injury to the Landlord, delays in the completion of the Building and the premises and damages to the Landlord, the na- ture and extent of which are difficult to ascertain and accordingly, the Tenant agrees to pay to the Landlord as liquidated damages and not as a penalty, a sum equal to 1/365ths of the annual rent described in paragraph ___ of the Lease for each day of delay in. a. The failure of the Tenant to deliver Tenant's Plans strictly in accordance with the Plan Submission Date set forth in subparagraphs B, 5a, b, or c, of this Exhibit B. b. The failure of the Tenant to submit revisions of the Ten- ant's Plans strictly in accordance with the provisions of subparagraph B-4a (2) of this Exhibit B, including, but not limited to, the five (5) day period described in said subparagraph. 11. PROVISIONS SUBJECT TO LEASE The provisions of this Exhibit B are specifically subject to the provisions of the Lease. 12. THE LANDLORD'S EXONERATION CLAUSE THE Landlord's Exoneration clause which is set forth in Section of the Lease is incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have executed this Exhibit B as of the date of the said Lease. LANDLORD: TENANT: Not personally or individually, but as Trustee aforesaid. By:__________________________________. Its ___________________ President. ATTEST: By:__________________________________. Its __________________ Secretary Re: * - Leased Premises. Gentlemen: On *, entered into an agreement with you under the provisions of which we lease from you the subject premises. Under Article * of the above described agreement we were granted the option to extend this lease for an additional and consecutive period of * under the same terms and conditions as set out in the original lease. Under Article * of the above described agreement we were granted the option to extend this lease for * additional and consecutive periods of * under the same terms and conditions as set out in the original lease. Under Rider dated * to the above described agreement we were granted the option to extend this lease for an additional and consecutive peri- od of * under the original same terms and conditions as set out in the original lease. Under Rider dated * to the above described agreement we were granted the option to extend this lease for * additional and consecutive periods of * under the same terms and conditions as set out in the original lease. It is the purpose of this letter to notify you of our intent to ter- minate this occupancy, and we hereby terminate this lease effective *. In accordance with the option provisions granted, __________ hereby gives notice of its intent to extend, and by this letter does hereby extend the said lease dated * , for the additional * term, commencing * and expiring * . In accordance with the option provisions granted, hereby gives notice of its intent to extend, and by this letter does hereby extend the said lease dated * , for the * additional * term, commencing * and expiring *. In accordance with the option provisions granted, __________ hereby gives notice of its intent to extend, and by this letter does hereby extend the said lease dated * , for the * additional * term, commencing * and expiring * , at a rental rate of * . It is also our desire, although in no way related to the above, to be granted an additional and consecutive option to extend the term of the agreement for * , commencing * . The lease, for the said option term, shall be governed by all of the provisions, terms, and conditions of the original agreement except to the extent that those said provisions, terms, and conditions are expressly qualified, modified, or altered by this agreement. It is also our desire, although in no way related to the above, to be granted * additional and consecutive options to extend the term of the agreement for * , commencing * and *, respectively. The lease, for the said option term, shall be governed by all of the provisions, terms, and conditions of the original agreement except to the extent that those said provisions, terms, and conditions are ex- pressly qualified, modified, or altered by this agreement. If what is contained in this letter is agreeable with you, please indi- cate your acceptance by signing both copies of this letter in the space provided below and returning one copy to the attention of __________________. If you should have any questions concerning this matter, plese address them to the attention of _____________________________. ATTORNEYS' FEES ATTORNEY'S FEES In the event Tenant makes default in the performance of any of the terms, covenants, agreements or conditions contained in this lease and Landlord places the enforcement of this lease, or any part thereof, or the collection of any rent due, or to become due hereunder or re- covery of the possession of the leased premises in the hands of an at- torney, or files suit upon the same, Tenant agrees to pay Landlord rea- sonable attorney's fees. ATTORNEY'S FEES. If, on account of any breach or default by Landlord or Tenant of their obligations to any of the parties hereto, under the terms, conditions and covenants of this lease, it shall be- come necessary for any of the parties hereto to employ an attorney to enforce or defend any of its right or remedies hereunder, and should such party prevail, it shall be entitled to any reasonable attorney's fees incurred in such connection. EXPENSES OF ENFORCEMENT. The Tenant shall pay upon demand all Landlord's costs, charges and expenses including the fees and out-of-pocket expenses of counsel, agents and others retained by Landlord incurred in enforcing the Ten- ant's obligations hereunder or incurred by the Landlord in any litiga- tion, negotiation or transaction in which the Tenant causes the Landlord without the Landlord's fault to become involved or concerned. BROKERS' COMMISSIONS COMMISSIONS Lessor shall pay all broker's fees, commissions and similar charges re- sulting from the hiring by Lessee of the Demised Premises. Brokerage Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease other than ____________________ ____________________________________. Landlord agrees to pay ________________________________________________________ a commission in the amount of 7% of the first year's rent plus 2% of the rent provided to be paid herein, upon execution of this Lease. In addition, a commission of 2% of the amount of rental reserved in any options exercised as a result of this Lease will be paid to _______________________________________________ by Landlord upon exercise of said option. REAL ESTATE BROKER. The Tenant represents that the Tenant has dealt with (and only with) __________________________________________________ ______________________ as broker in connection with this Lease, and that insofar as the Tenant knows, no other broker negotiated this Lease or is entitled to any commission in connection therewith. Tenent agrees to indemnify, defend and hold Landlord and its beneficiaries, employees, agents, their officers and partners, harmless from and against any claims made by any broker or finder other than the broker named above for a commission or fee in connection with this Lease, provided that Landlord has not in fact retained such broker or finder. LIENS Landlord's Lien Tenant hereby grants to Landlord a first lien upon the interest of Tenant under this lease to secure the payment of moneys due under this lease, which lien may be foreclosed in equity. LIEN FOR RENT In consideration of the mutual benefits arising under this Agreement, Tenant hereby grants to Landlord a lien on all property of Tenant now or hereafter placed in or upon the leased premises, and such property shall be and remain subject to such lien of Landlord for pay- ment of all rent and other sums agreed to be paid by Tenant herein. Said lien shall be in addition to and cumulative of the Landlord's liens provided by law. Tenant will not permit any mechanics' lien or liens to be placed upon the premises or any improvement thereof and agrees, if any such lien be filed on account of the acts of Tenant, promptly to pay the same. In the event Tenant fails to pay any such lien, it may be paid by Landlord and charged to Tenant as additional rent hereunder. LIENS Section 1. Nothing in this lease contained shall authorize Lessee to do any act which shall in any way encumber the title of Lessor in and to said demised premises, nor shall the interest or estate of the Lessor in said demised premises arising from any act or omission of Lessee shall accrue only against the leasehold estate of Lessee and shall in all respects be subject and subordinate to the paramount title and rights of Lessor in and to said premises and the buildings and improvements thereon. Lessee will not permit the demised premises to become subject to any mechanics', laborers', or materialmen's lien on account of labor or material furnished to the lessee or claimed to have been furnished to the Lessee in connection with work of any character performed or claimed to have been performed on the demised premises by or at the direction or sufferance of the Lessee. Provided, however, that Lessee shall have the right to contest in good faith and with rea- sonable diligence the validity of any such lien or claimed lien if Lessee shall give to the Lessor such reasonable security as may be demanded by the Lessor to insure payment thereof and to prevent any sale, foreclosure or forfeiture of the demised premises by reason of non- payment thereof. On final determination of the lien or claim for lien the Lessee shall immediately pay any judgment rendered with all proper costs and charges and will, at its own expense, have the lien released and any judgment satisfied. Section 2. In case Lessee shall fail to contest the validity of any lien or claimed lien and give security to Lessor to insure payment thereof, or having commenced to contest the same, and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered there- on. Then Lessor may, at its election (but shall not be required so to do), remove or discharge such lien or claim for lien (with the right in its discretion to settle or compromise the same) and any amounts ad- vanced by Lessor for such purposes shall be so much additional rental, due from Lessee to Lessor at the next rent day after any such payment, with interest at the rate of ___________ per annum from a date fifteen (15) days after payment thereof by Lessor until the repayment thereof to Lessor by Lessee. COVENANT AGAINST LIENS. Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon Landlord's title or interest in the land, Building or premises, and any and all liens and encumbrances created by Tenant shall attach to Ten- ant's interest only. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Land, Building or the Premises with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching, Tenant covenants and agrees to cause it to be im- mediately released and removed or record. In the event that such lien is not immediately released and removed, Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity thereof) and Tenant shall promptly upon notice reimburse Landlord for all sums, costs and expenses (including reasonable attorney's fees) incurred by Landlord in connection with such lien. MISCELLANEOUS Headings used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. No modification, termination, ex- tension, renewal or waiver of any provision hereof shall be binding upon either party hereto unless made in writing and signed by an authorized officer of each party. Failure of either party to insist in any instance upon strict performance by the other party of any of the provisions of this Lease shall not be construed or deemed to be a permanent waiver of such or any other provision hereof. If any provi- sion of this Lease is declared invalid or unenforceable, the remainder of this Lease shall continue in full force and effect. All rights and remedies of Landlord and Tenant are cumulative and non-exclusive. No action or proceeding, regardless of form, arising out of the subject matter of this Lease shall be brought by either party more than one (1) year after the cause of action has accrued. Miscellaneous: A. Force Majeure. Wherever there is provided in this Lease a time limitation for performance by the Landlord of any construction, repair, maintenance or service, the time provided for shall be extended for as long as and to the extent that delay in compliance with such limitation is due to an act of God, strikes, governmental control or other factors beyond the reasonable control of the Landlord. B. If any provision of this Lease or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the re- mainder of this Lease or the application of such provision to such per- son or circumstances, other than those as to which it is so determined invalid or unenforceable to any extent, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. C. The headings of sections are for convenience only and do not define, limit or construe the contents of such sections or sub- sections. References made in this Lease to numbered sections and sub- sections shall refer to numbered sections or subsections of this Lease unless otherwise indicated. D. This Lease is to be executed in copies, each of which exe- cuted copies shall constitute an original. In the event of a conflict between the provisions of any original Lease with the provisions of any other original Lease, then in such event, the provisons of Landlord's original Lease will govern and control. E. Each of the parties agrees, at the request of the other to execute such instruments or documents as any party may reasonably re- quest, acknowledging: the date of Completion of the Premises; the date acceptance of possession of the same; the date of commencement of rentals; the commencement of the term; the commencement and expiration dates of this Lease. the Operating Expenses; Taxes and Consumer Price Index for any Lease Year or the first Lease Year; the annual rate of rent for any Lease Year; the number of rentable square feet demised to the Tenant; Annual Base rental amount; and the compliance or non- compliance by any party with any of the terms or provisions of this Lease; and to evidence such other or further matters as may be so reasonably requested. F. Tenant represents that it has not dealt with any real estate broker in connection with this Lease and, to its knowledge, no broker initiated or participated in the negotiation of this Lease, submitted or showed the Premises to Tenant or is entitled to any com- mission in connection with this Lease. Tenant hereby indemnified, defends, and holds Landlord harmless from and against any and all claims of any real estate broker for commissions in connection with this Lease. G. No receipt of money by Landlord from Tenant after the ter- mination of this Lease, the service of any notice, the commencement of any suit or final judgment for possession shall reinstate, continue or extend the term of this Lease or affect any such notice, demand, suit or judgment. H. No waiver of default of Tenant shall be implied, and no express waiver shall affect any default other than the default specified in such waiver and that only for the time and to the extent therein stated. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. I. Clauses, plats and riders, if any, signed by Landlord and Tenant and endorsed on or affixed to this Lease are part hereof and in the event of variation or discrepancy, the duplicate original hereof, including such clauses, plats and riders, if any, held by Landlord shall control. J. Submission of this instrument for examination or signa- ture by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. MISCELLANEOUS A. Rights Cumulative. All rights and remedies of Landlord under this Lease shall be cumulative and none shall exclude any other rights and remedies allowed by law. B. Interest. All payments becoming due under this lease and remaining unpaid when due shall bear interest until paid at the rate of the greater of (i) ten percent (10%) per annum or (ii) two percent (2%) per annum above the prime rate of interest charged from time to time by __________ (but in no event at a rate which is more than the highest rate which is at the time lawful in the State of ________________). C. Terms. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. D. Binding Effect. Each of the provisions of this lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of the Landlord and of Tenant, but also of their respective successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisons of Paragraph 16 hereof. E. Lease Contains All Terms. All of the representations and obligations of Landlord are contained herein and in the Work Letter, and no modification, waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon the Landlord unless in writing signed by Landlord or by a duly authorized agent of Landlord empowered by a written authority signed by Landlord. F. Delivery for Examination. Submission of the form of the Lease for examination shall not bind Landlord in any manner, and no Lease or obligations of the Landlord shall arise until this instrument is signed by both Landlord and Tenant and delivery is made to each. G. No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. H. Modification of Lease. If any lender requires, as a con- dition to its lending funds the repayment of which is to be secured by a mortgage or trust deed on the Land and Building or either, that cer- tain modifications be made to this Lease, which modifications will not require Tenant to pay any additional amounts or otherwise change materially the rights or obligations of Tenant hereunder, Tenant shall, upon Landlord's request, execute appropriate instruments effecting such modifications. I. Substitution of Other Premises. At any time hereafter, Landlord may (upon thirty (30) days prior notice) substitute for the Premises other premises in the Building (herein referred to as the "New Premises") provided that the New Premises shall be usable for Tenant's purpose. If Tenant is already in occupancy of the Premises, then in addition Landlord shall pay the expenses of Tenant's moving from the Premises to the New Premises and for improving the New Premises so that they are substantially similar to the Premises. Such move shall be made during evenings, weekends or otherwise so as to incur the least inconvenience to Tenant. J. Transfer of Landlord's Interest. Tenant acknowledges that Landlord has the right to transfer its interest in the Land and Build- ing and in this Lease, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additonal security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder. K. Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall em- power Tenant to do any act which can, shall or may encumber the title of Landlord. L. Prohibition Against Recording. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording thereof in violation of this provision shall make this Lease null and void at Landlord's election. M. Captions. The captions of Paragraphs and subparagraphs are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Paragraphs or subparagraphs. N. Covenants and Conditions. All of the covenants of Tenant hereunder shall be deemed and construed to be "conditions", if Landlord so elects, as well as "covenants" as though the words specifically ex- pressing or importing covenants and conditions were used in each sepa- rate instance. O. Only Landlord/Tenant Relationship. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partner- ship, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of com- putation of rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the re- lationship of Landlord and Tenant. P. Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease (regardless of Tenant's designation of such payments) to satisfy any obligations of Tenant hereunder, in such order and amounts, as Landlord in its sole discretion, may elect. Q. Definition of Landlord. All indemnities, covenants and agreements of Tenant contained herein which inure to the benefit of Landlord shall be construed to also inure to the benefit of Landlord's beneficiaries and the agents and employees thereof. R. Time of Essence. Time is of the essence of this Lease and each of its provisions. S. Governing Law. Interpretation of this Lease shall be governed by the law of the state in which the Premises is located. T. Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or un- enforceable, the remainder of this Lease (or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable) shall not be affected there- by, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law. MISCELLANEOUS Section 1. The captions of this Lease are for convenience only and are not to be construed as part of this Lease and shall not be con- strued as defining or limiting in any way the scope or intent of the provisions hereof. Section 2. If any term or provision of this Lease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provision of this Lease shall be valid and be enforeable to the fullest extent permitted by law. Section 3. This Lease shall be construed and enforced in accordance with the law of the State of ____________________________.