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- abl