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Building Lease |
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2001 |
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BUILDING LEASE
BETWEEN
BRADLEY ASSOCIATES LIMITED PARTNERSHIP
LANDLORD
AND
SUREBEAM CORPORATION
TENANT
300 REGENCY DRIVE
GLENDALE HEIGHTS, ILLINOIS
PROPERTY
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
1. AGREEMENT TO LEASE....................................................1
2. TERM..................................................................1
2.1 Term.........................................................1
2.2 Right to Terminate...........................................1
3. RENT..................................................................2
3.1 Fixed Annual Rent............................................2
3.2 Consumer Price Index Adjustment..............................2
3.3 Inclusion in "Rent"..........................................3
3.4 Manner of Payment............................................3
3.5 Late Payment of Rent.........................................3
3.6 Security Deposit.............................................3
4. TAXES AND ASSESSMENTS.................................................4
4.1 Taxes........................................................4
4.2 Tax Impounds.................................................4
4.3 Taxes Defined................................................4
4.4 Evidence of Payment..........................................5
4.5 Landlord's Right to Pay Taxes................................5
4.6 Contest......................................................5
4.7 Tax Litigation...............................................5
4.8 Utilities....................................................5
5. USE...................................................................5
5.1 Permitted Use................................................5
5.2 Compliance with Laws and Insurance Requirements..............6
5.3 Failure to Comply............................................6
6. MAINTENANCE OF PROPERTY...............................................7
6.1 Maintenance..................................................7
6.2 Roof Replacement.............................................7
7. LIABILITY INSURANCE...................................................8
7.1 By Tenant....................................................8
8. HAZARD INSURANCE......................................................8
8.1 Building Insurance...........................................8
8.2 Boiler Insurance.............................................8
i.
{Page}
8.3 Earthquake and Flood Coverage................................8
8.4 Rent insurance...............................................9
8.5 Self-Insurance...............................................9
8.6 Landlord's Rights............................................9
8.7 Mutual Waiver................................................9
8.8 Delivery to Landlord.........................................9
9. DAMAGE OR DESTRUCTION.................................................9
9.1 Tenant to Restore............................................9
9.2 Procedure For Restoration...................................10
9.3 Insurance Proceeds..........................................10
9.4 Failure to Restore..........................................11
9.5 Material Loss After 10th Lease Year.........................11
10. LIENS................................................................11
10.1 Liens.......................................................11
10.2 Landlord's Rights...........................................12
11. ALTERATIONS AND IMPROVEMENTS.........................................12
11.1 Permitted Alterations.......................................12
11.2 Insurance in Connection with Alterations....................12
11.3 Compliance with Laws........................................12
11.4 Signs.......................................................12
11.5 Alterations at Surrender....................................13
12. CONDITION OF PROPERTY; ENVIRONMENTAL MATTERS; POSSESSION.............13
12.1 Environmental Matters: Definitions.........................13
12.2 Tenant's Environmental Covenants............................14
12.3 Landlord's Environmental Covenants..........................15
12.4 Survival....................................................15
12.5 Tenant's Acceptance.........................................15
13. CONDEMNATION.........................................................15
13.1 Substantial Condemnation....................................15
13.2 Non-Substantial Condemnation................................16
13.3 Alternate Form of Taking....................................16
14. RENT ABSOLUTE........................................................16
ii.
{Page}
14.1 Net Lease...................................................16
15. ASSIGNMENT-SUBLETTING BY TENANT......................................17
15.1 Assignment and Subletting...................................17
15.2 Notice to Landlord..........................................17
15.3 Operation of Law; Hypothecation.............................17
15.4 Affiliated Entities.........................................18
16. INFORMATION..........................................................18
16.1 Information.................................................18
17. ESTOPPEL CERTIFICATES................................................18
17.1 Estoppel Certificates.......................................18
18. INSPECTION OF PROPERTY...............................................19
18.1 Inspections.................................................19
18.2 Exhibit Property............................................19
19. FIXTURES.............................................................19
19.1 Fixtures....................................................19
19.2 Tenant's Equipment..........................................19
19.3 Removal.....................................................19
20. EVENTS OF DEFAULT....................................................19
20.1 Tenant's Default............................................19
20.2 Landlord's Remedies.........................................20
20.3 Landlord's Defaults and Tenant's Remedies...................22
20.4 Waiver......................................................22
20.5 Injunction..................................................23
20.6 Remedies Cumulative.........................................23
20.7 Right to Cure Defaults......................................23
21. EXPENSES OF ENFORCEMENT..............................................23
21.1 Expenses of Enforcement.....................................23
22. SUBORDINATION TO MORTGAGES...........................................23
22.1 Subordination...............................................23
22.2 Non-Disturbance and Attornment..............................24
23. INDEMNITY AND WAIVER.................................................24
23.1 Tenant's Indemnity..........................................24
iii.
{Page}
23.2 Waiver......................................................25
23.3 Landlord's Indemnity........................................26
24. SURRENDER............................................................26
24.1 Surrender...................................................26
24.2 Holding Over................................................26
25. COVENANT OF QUIET ENJOYMENT..........................................27
25.1 Quiet Enjoyment.............................................27
25.2 Control of Property.........................................27
26. BROKERAGE............................................................27
26.1 Brokerage...................................................27
27. RECORDING OF MEMORANDUM OF LEASE.....................................27
27.1 Recording...................................................27
28. NOTICES..............................................................27
28.1 Notices, Demands and Other Instruments......................27
29. COVENANTS RUN WITH LAND..............................................28
29.1 Run wIth Land...............................................28
29.2 Meaning of "Landlord".......................................28
29.3 Limitation on Landlord's Liability..........................29
30. MISCELLANEOUS........................................................29
30.1 Captions....................................................29
30.2 Severability................................................29
30.3 Applicable Law..............................................29
30.4 Amendment in Writing........................................29
30.5 Relationship of the Parties.................................29
30.6 Payments....................................................29
30.7 Lease Interest Rate.........................................30
30.8 Terms.......................................................30
30.9 Lease Contains All Terms....................................30
30.10 Merger......................................................30
30.11 Tenant's Representation and Warranty........................30
30.12 Landlord's Representations and Warranty.....................30
30.13 Guaranty....................................................30
iv.
{Page}
EXHIBITS
A -- Legal Description
B -- Guaranty
C -- Tenant Estoppel Certificate
{/Table}
v.
{Page}
BUILDING LEASE
THIS BUILDING LEASE (the "LEASE") is made as of November 17, 2000 by
and between BRADLEY ASSOCIATES LIMITED PARTNERSHIP, an Illinois limited
partnership or its assignee ("LANDLORD") and SUREBEAM CORPORATION, a Delaware
corporation ("TENANT").
RECITALS:
A. Landlord is about to purchase that certain tract of real estate and
improvements commonly known as 300 Regency Drive, Glendale Heights, Illinois,
more particularly described on Exhibit A (the "PROPERTY"). The improvements upon
the Property consist of a single story industrial building containing about
56,046 square feet on a parcel that consists of approximately 3.926 acres.
B. Landlord has never been in possession or control of the Property.
C. Concurrently with its acquisition of ownership of the Property,
Landlord desires to lease the Property to Tenant, and Tenant desires to lease
the Property from Landlord, on the terms, conditions and provisions set forth in
this Lease.
1. AGREEMENT TO LEASE
Landlord leases to Tenant and Tenant leases from Landlord, the
Property, subject to the terms of this Lease and to the covenants, conditions,
agreements, easements, encumbrances and restrictions affecting the Property.
2. TERM
2.1 TERM.
The term of this Lease commences 30 days after the date Landlord
notifies Tenant that Landlord acquired title to the Property and tenders
possession to Tenant, anticipated to occur on or before February 1, 2000 (the
"COMMENCEMENT DATE") and will end 20 years from the last day of the month in
which the Commencement Date occurs (the "EXPIRATION DATE"), unless terminated
pursuant to Section 2.2 below or unless sooner terminated as set forth in this
Lease. The term "LEASE YEAR" means each period of twelve (12) consecutive
calendar months starting on the 1st day of the month next succeeding the
Commencement Date. "PARTIAL LEASE YEAR" means the period between the
Commencement Date and the first day of the first Lease Year.
2.2 RIGHT TO TERMINATE.
Tenant has the right to terminate this Lease at the last day of the
12th Lease Year if Tenant provides written notice to Landlord that it elects to
terminate the term at that time. Such termination notice, if sent, must be
received by Landlord no sooner than the 180th day of the 10th Lease Year and no
later than the 1st day of the 11th Lease Year. Any termination notice delivered
to Landlord before or after those dates will not be effective and the Lease will
remain in full force.
1.
{Page}
3. RENT
3.1 FIXED ANNUAL RENT.
Tenant agrees to pay Landlord or to such other person as Landlord may
direct, at such other address as Landlord may by notice in writing to Tenant
from time to time direct, fixed annual rent from and after the Commencement
Date, for each respective Lease Year or Partial Lease Year, (the "FIXED ANNUAL
RENT"), payable in equal successive monthly installments ("FIXED MONTHLY RENT"),
in advance on or before the first day of each calendar month included in the
Term. The Fixed Annual Rent for the first Lease Year is the sum of Three Hundred
Ninety-Two Thousand Three Hundred Twenty-Two Dollars ($392,322). Starting with
the second Lease Year and continuing for the remainder of the Term of this
Lease, the Fixed Annual Rent will increase by the "CPI ADJUSTMENT" described in
Paragraph 3.2 below. The payment of all Fixed Annual Rent and Fixed Monthly Rent
is payable without any prior demand and without any set-offs or deductions
whatsoever except (a) Tenant may set off or deduct from the Fixed Monthly Rent
sums equal to final awards made against Landlord in Tenant's favor by a court of
competent jurisdiction; and (b) Tenant is not required to pay rent if Tenant
loses possession of the Property as a result of a defect in Landlord's title to
the Property. Tenant's covenant to pay all Rent (as defined in paragraph 3.3
below) is independent of every other covenant in this Lease. If the Term
commences on a date other than the first day of the month, Rent for the Partial
Lease Year will be payable on the Commencement Date at the same rate as the
Fixed Annual Rent for the first Lease Year, prorated for the applicable number
of days.
3.2 CONSUMER PRICE INDEX ADJUSTMENT.
(a) CONSUMER PRICE INDEX. For purposes of this Lease, the
"CONSUMER PRICE INDEX" is the Consumer Price Index for Urban Wage Earners and
Clerical Workers, U.S. City Average, All Items (1982/84=100), published by the
United States Department of Labor, Bureau of Labor Statistics.
(b) CALCULATION. Commencing on the first anniversary of the
Commencement Date and continuing on each succeeding anniversary during the Term
of this Lease, the Fixed Annual Rent will be increased by the CPI Adjustment in
an amount equal to the lesser of (i) 200% times the increase in the Consumer
Price Index measured from the first day of the month immediately preceding the
new Lease Year compared to the level of the Consumer Price Index one year prior
to such date; or (ii) two percent (2%). Each such adjustment of the Fixed Annual
Rent will remain in full force and effect throughout, and is payable in equal
monthly installments (in addition to Additional Rent), during the Lease Year in
which it become effective. In no event will the Fixed Annual Rent be reduced.
Landlord agrees to notify Tenant, in writing, of each increase. Tenant agrees to
pay the new Fixed Annual Rent from the applicable adjustment date. Landlord's
notice may be given after the applicable adjustment date, in which event, Tenant
agrees to pay Landlord the accrued rental adjustment for the time elapsed
between the effective date of the increase and Landlord's notice of such
increase within thirty (30) days after receipt of Landlord's notice.
(c) ALTERNATIVE INDEX. If (i) the 1982/84=100 index is no
longer used or if the manner in which the Consumer Price Index is determined by
the Department of Labor, in Landlord's judgment, is otherwise substantially
revised, the calculations will be appropriately adjusted to produce results
that, in Landlord's judgment, are as nearly equivalent as is reasonably possible
to the results which would have been achieved had the Consumer Price Index not
been discontinued or so revised, or (ii) the Consumer Price Index is
discontinued or is unavailable, Landlord will then have the right to substitute
another index reflecting changes in the cost of living or purchasing power of
the consumer dollar published by any other governmental agency, or if no such
index is then available, another index published by a major
2.
{Page}
bank or other financial institution or by a university or recognized
financial publication or by any other recognized authority, and commonly used
for such calculations within the general area of the property.
3.3 INCLUSION IN "RENT".
The Fixed Annual Rent, together with all Additional Rent payable under
this Lease (including without limitation Tenant's payments of Taxes and
Assessments) is collectively referred to as "RENT."
3.4 MANNER OF PAYMENT.
Tenant agrees to cause the Fixed Monthly Rent and all Additional Rent
payable monthly to be sent to Landlord by check or by wire transfer on the first
day of each month during the term of this Lease.
3.5 LATE PAYMENT OF RENT.
If the full amount of the Fixed Monthly Rent due from Tenant is not
paid on or before the 5th day of the month for which such Rent is due,
irrespective of whether such fifth day is a business day or holiday, then a late
charge in an amount equal to 5% of the Fixed Monthly Rent then due will be due
and payable, without the requirement of any prior notice by Landlord and without
any cure or grace period before the late charge is imposed. In addition, all
past due Rent and/or other sums due to Landlord pursuant to the terms of this
Lease which have not been paid by the fifth (5th) day of the month during which
such payment is due will bear interest at the Lease Interest Rate (as defined),
from the due date until paid by Tenant. Notwithstanding the foregoing, Landlord
will allow one grace period of fifteen (15) days every twelve (12) months before
interest accrues on past due Rent.
3.6 SECURITY DEPOSIT.
Tenant agrees to deposit with Landlord, upon the execution of this
Lease, the sum of $23,000.00 as the Security Deposit as security for the full
and faithful performance by Tenant of each and every term, provision, covenant
and condition of this Lease. If Tenant defaults in respect to any of the terms,
provisions, covenants and conditions of this Lease including, but not limited
to, payment of all Rent and other sums required to be paid by Tenant, Landlord
may use, apply or retain the whole or any part of the security so deposited for
the payment of such rent in default, for any sum that Landlord expends by reason
of Tenant's default including, without limitation, any damages or deficiency in
the reletting of the Premises, whether such damages or deficiency shall have
accrued before or after re-entry by Landlord. If any of the security deposit is
so used, applied or retained by Landlord at any time or from time to time,
Tenant promptly agrees, in each such instance, on written demand by Landlord,
pay to Landlord such additional sums as are necessary to restore the security
deposit to the original amount set forth in the first sentence of this section.
If Tenant fully and faithfully complies with all the terms, provisions,
covenants and conditions of this Lease, the balance of the security deposit will
be returned to Tenant after the following: (a) the time fixed as the expiration
of the Term of this Lease; (b) the removal of Tenant from the Premises; (c) the
surrender of the Premises by Tenant to Landlord in accordance with this Lease;
and (d) final determination of all amounts payable by Tenant and payment of
same. Tenant is not entitled to receive any interest on the security deposit
that may be commingled with other funds of Landlord. In the absence of evidence
satisfactory to Landlord of an assignment of the right to receive the security
deposit or the remaining balance, Landlord may return the security deposit to
the original Tenant, regardless of one or more assignments of this Lease.
3.
{Page}
4. TAXES AND ASSESSMENTS
4.1 TAXES.
Tenant agrees to pay as Additional Rent for the Property, all taxes and
assessments, general and special, water rates, utilities and all other
impositions, ordinary and extraordinary, of every kind and nature whatsoever,
which may be levied, assessed or imposed upon the Property or upon any building
or improvements at any time situated on the Property, accruing or becoming due
and payable during the term of this Lease and any extension. All taxes are
calculated on an "accrual" basis, which means that Tenant is responsible for
taxes assessed and levied with respect to the period from and after the
Commencement Date, regardless of when such taxes are actually due or payable.
Pursuant to this Lease, the general taxes levied against the Property will be
prorated between Landlord and Tenant for the first year of the term as of the
Commencement Date. Taxes will also be prorated preliminarily as of the date of
expiration of the term of this Lease for the last year of the term (including
any extensions), on the basis of the most recent ascertainable real estate taxes
as applied to the most recent assessed valuation Property. After the expiration
of the term, including any extensions, Landlord and Tenant agree to reprorate
the general real estate taxes for the final Lease Year. Landlord or Tenant agree
to immediately pay to the other party (as appropriate) such amounts as are
reflected by such reproration. Benefit may be taken by Tenant of the provisions
of statute or ordinance permitting any assessment to be paid over a period of
years; however, Tenant agrees to pay all installments due during the term or any
extension. Tenant also agrees to pay any new tax of a nature not presently in
existence but which may hereafter be levied, assessed or imposed upon the
Landlord or upon the Property, if such tax is based upon or arise out of the
ownership, use of operation of the Property; provided, however, that for the
purpose of computing Tenant's liability for such new type of tax, the Property
will be considered as the only property of the Landlord. Landlord agrees to
forward to Tenant any tax bills, or assessment notices that it receives from
time to time.
4.2 TAX IMPOUNDS.
Tenant agrees to deposit monthly with Landlord, or such other entity as
Landlord may designate, on the first day of each and every month during the
Lease term or any extension, a sum equal to 1/12th of the aggregate amount of
the prior year's general real estate taxes and annual installments of special
assessments levied with respect to the Property, which monthly deposits will be
used as a fund to be applied to the payment of such general real estate taxes
and special assessments as they become due and payable. The existence of such
fund does not limit or alter Tenant's obligation to pay the taxes or assessments
for which the fund was created. Tenant must furnish Landlord with a copy of the
tax bill and such additional funds as may be necessary to pay the tax bill in
full, along with a request to pay the taxes at least fourteen (14) days prior to
the due date.
4.3 TAXES DEFINED.
Nothing contained in this Lease should be construed to require Tenant
to pay any franchise, inheritance, estate, succession or transfer tax of
Landlord or any income or excess profits tax assessed upon or in respect of any
income of Landlord or chargeable to or required to be paid by Landlord unless
such tax is specifically levied against the rental income of Landlord derived
under this Lease, as and for a substitute for the real estate taxes, in whole or
in part, upon the Property in which event the Rent will be considered as the
sole income of Landlord.
4.
{Page}
4.4 EVIDENCE OF PAYMENT.
Except when taxes are paid directly by Landlord from the escrow
pursuant to Section 4.2 above, Tenant agrees to deliver to Landlord duplicate
receipts or photostatic copies showing the payment of all such taxes,
assessments, other impositions, within thirty (30) days after the respective
payments, but no later than (20) days after the due date.
4.5 LANDLORD'S RIGHT TO PAY TAXES.
Landlord, at its option, has the right at all times during the term to
pay any such taxes, assessments or other charges impositions not paid by Tenant,
and the amounts so paid, including reasonable expenses, will be Additional Rent
due at the next rent day after any such payments, with interest at the Lease
Interest Rate from the date of payment.
4.6 CONTEST.
Tenant is not required to pay any tax, assessment, tax lien other
imposition or charge upon or against such Property so long as Tenant, in good
faith and with due diligence, contests the same by appropriate legal proceedings
which have the effect of preventing the collection of the tax, assessment, tax
lien or other imposition or charge so contested; provided that on or before the
due date of any such tax, assessment, tax lien or other imposition or charge,
Tenant will provide Landlord with such reasonable security as may be demanded by
Landlord to insure payment of the amount of the tax, assessment, tax lien or
other imposition or charge, and all interest and penalties thereon. Landlord
agrees to join with Tenant when requested and execute any and all documents
prepared as Tenant may reasonably request in connection with any such contest,
but Tenant agrees to pay all costs and expenses engendered by any such contest.
4.7 TAX LITIGATION.
If Tenant institutes suit to recover any tax, assessment, tax lien or
other imposition or charge paid by Tenant under protest in Landlord's name,
Tenant shall have the right, at its sole expense, to institute and prosecute
such suit or suits in Landlord's name, in which event Tenant covenants and
agrees to indemnify each Indemnified Party and save it harmless from and against
all costs, charges or liabilities in connection with any such suit. All funds
received as a result of any such suit will belong to Tenant unless any such
recovery relates to a period of time which is not part of the term of this
Lease, and in such case will be paid to Landlord, less an equitable portion of
Tenant's cost in obtaining such refund. When requested, Landlord will execute
any and all documents prepared at Tenant's expense as Tenant may reasonably
require in connection with such litigation.
4.8 UTILITIES.
Tenant agrees to pay for any and all utilities and services necessary
for its use and operation of the Property during the term of this Lease,
including without limitation charges for electricity, water, fuels and scavenger
service, and any fees, costs, charges, or assessments levied with respect to the
Property pursuant to covenants contained in any covenant, easement or
declaration recorded against the Property.
5. USE
5.1 PERMITTED USE.
The Property may be used for general office uses, warehouse, research
center, light manufacturing of food products, refrigeration and distribution of
products which are not Hazardous Materials, as offices and laboratories, and for
other related reasonably incident uses, and for any other lawful commercial
activity. Tenant may not use or occupy the Property
5.
{Page}
or permit the Property to be used or occupied contrary to any statute, rule,
order, ordinance, requirement, regulation or restrictive covenant or in any
manner which would violate any certificate of occupancy affecting the same or
which would render insurance void or the insurance risk more hazardous, or which
would cause injury to the improvements or cause the value or usefulness of the
Property or any part to diminish or which would constitute a public or private
nuisance or waste. Tenant agrees that it will, promptly upon discovery of any
such use, take all necessary steps to compel the discontinuance of such use.
Landlord warrants to Tenant that it has no actual knowledge that the Tenant's
proposed use is not allowable by any local, state, or federal jurisdiction.
Subject to the terms of the Lease, if, at any time during the term of
the Lease, any improvements on, or use of, the Property ever is in violation or
breach of, or constitutes an encroachment over, any boundary setback line,
sideyard line, or any other covenant or restriction imposed upon Property
whether private or public, recorded or unrecorded ("Restrictions"), Tenant (i)
indemnifies, agrees to harmless and defend, Landlord and its mortgagees against
any and all loss, claim or damage resulting therefrom, and (11) agrees promptly,
at its sole cost and expense, to fully cure and correct any such violation,
breach or encroachment in such a manner that (i) does not diminish or impair the
value of the Property, and (ii) is satisfactory to enable a reputable title
insurance company licensed to do business in the state where the Property is
located to issue, to Landlord and its mortgagees, its customary title
endorsement insuring over such matter.
5.2 COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS.
Tenant, at Tenant's sole cost and expense, will promptly comply and
will cause the Property to comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of (i) all federal, state, municipal
and local governments, departments, commissions, boards and officers, and all
orders, rules and regulations of the National Board of Fire Underwriters, or any
other body or bodies exercising similar functions, and (ii) all contracts,
agreements, insurance policies, permits, licenses, foreseen or unforeseen,
ordinary as well as extraordinary, which may be applicable to the Property or to
the use or manner of use of the Property, or the owners, tenants or occupants
thereof, whether or not any such law, ordinance, order, rule, regulation or
requirement interferes with the use and enjoyment of the Property. Tenant must
make any and all structural repairs or alterations with respect to the Property
to the extent, if any, needed to bring the Property into compliance with such
laws, ordinances, orders, rules, regulations or requirements, including without
limitation the Americans with Disabilities Act. Landlord promptly agrees to
provide Tenant copies of any notice received by Landlord from any governmental
authority or insurance company pertaining to the condition or operation of the
Property which may require corrective work by Tenant.
5.3 FAILURE TO COMPLY.
Tenant agrees to pay alt costs, expenses, claims, fines, penalties and
damages that may in any manner arise out of or be imposed because of the failure
of Tenant to comply with the provisions of this Lease, and in any event agrees
to Indemnified Party against all liability incurred by Landlord resulting from
Tenant's non-compliance. Tenant agrees to promptly give notice to Landlord of
any notice of received by Tenant. Without diminishing the obligation of Tenant,
if Tenant fails to commence to comply as expeditiously as is reasonably
feasible, with any of such laws, rules, requirements, directions, ordinances or
regulations concerning or affecting the Property, Landlord may do so at Tenant's
expense. Any payments made by Landlord, plus interest at the Lease Interest Rate
from the date of payment, will be immediately due and payable by Tenant as
Additional Rent.
6.
{Page}
6. MAINTENANCE OF PROPERTY
6.1 MAINTENANCE.
Tenant agrees to take good care of the Property and keep same,
including without limitation, entire exterior and interior, the roof (subject to
the provisions in Section 6.2 below), foundations, parking areas, driveways,
landscaped areas, sidewalks and appurtenances together with any and all
alterations and additions, in good condition and repair, suffering no waste or
injury, normal wear and tear excepted. Tenant will, at its sole cost and
expense, promptly make all necessary repairs and replacements, structural or
otherwise, ordinary as well as extraordinary, foreseen as well as unforeseen, in
and to any improvements or equipment now or hereafter located upon the Property,
including, without limitation, the entire interior and exterior, the roof, the
foundation, sidewalks, parking areas, railroad tracks, water, sewer, gas and
electricity connections, pipes, mains and all other fixtures, machinery,
apparatus, equipment and appurtenances now or hereafter belonging to, connected
with or used in conjunction with the Property. All such repairs and replacements
must be of a quality, sufficient for the proper maintenance and operation of the
Property. Tenant agrees to keep and maintain the improvements at any time
situated upon the Property and all sidewalks, vault space, parking areas and
areas adjacent, safe, secure and clean, specifically including, but not by
limitation, snow and ice clearance, landscaping and removal of waste and refuse
matter. Tenant will not permit anything to be done upon the Property (and agrees
to perform all maintenance, replacements and repairs so as not) to invalidate,
in whole or in part, or prevent the procurement of any insurance policies
required under the provisions of this Lease.
6.2 ROOF REPLACEMENT.
(a) LANDLORD DUTY DURING FIRST 12 LEASE YEARS. Landlord agrees
to pay for the cost of any roof replacement needed during the first 12 Lease
Years provided that (i) Tenant fulfills all of its roof repair and maintenance
obligations under this Lease; and (ii) replacement is not needed due to acts
performed by Tenant, such as roof penetrations or the placement of machinery or
equipment on the roof. If the parties do not agree that the roof needs to be
replaced prior to end of the 12th Lease Year, then each party may engage a
roofing contractor or consultant to review the roof and determine if repair or
replacement is needed. If the parties and their roofing contractors still cannot
agree, then the roofing contractors will be directed to appoint a third
independent roofing contractor or consultant who will decide. In the event
Landlord replaces the roof during the Term of the lease, all warranties in
connection with will be assigned to Tenant during the remainder of the term of
the Lease.
(b) TENANT DUTY AFTER FIRST 12 LEASE YEARS. If Tenant does not
exercise its right to terminate this Lease effective at the end of the 12th
Lease Year and Tenant has not replaced the roof at least one time within 90 days
prior to the scheduled expiration of the term of the Lease, then the parties
agree to engage a mutually satisfactory roofing contractor for the purpose of
determining the replacement cost of the roof. Tenant agrees to pay Landlord such
replacement cost on or before the expiration of the term of the Lease. If the
parties cannot agree upon a mutually satisfactory roofing contractor at least 45
days prior to the scheduled expiration of the Lease, then the roofing contractor
will be selected by the Chicago Society of Architects or equivalent society or
association of architects for the City of Chicago or State of Illinois.
7.
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7. LIABILITY INSURANCE
7.1 BY TENANT.
Tenant will continuously maintain, for the benefit of Landlord, and
Landlord's beneficiaries, mortgagee and agents, and Tenant, comprehensive
general public insurance written on an "OCCURRENCE BASIS" against claims for
personal injury, sickness or disease, including death and property damage, in,
on or about the Property, such insurance to afford protection initially at least
in the amount of $[...***...] per occurrence and thereafter in such amounts as
Landlord may reasonably require from time to time. Tenant will furnish Landlord
with a certificate or certificates of such insurance policy or policies. All
insurance must be procured from a responsible insurance company or companies
satisfactory Landlord and to Landlord's mortgagee, if any, and authorized to do
business in the state in which the Property is located and must be obtained by
Tenant by specific endorsement on its insurance policies. All such policies must
provide that they may not be canceled or altered except upon thirty (30) days'
prior written of Landlord and the policies must specifically name Landlord and
Landlord's mortgagees, if any, as additional insureds.
8. HAZARD INSURANCE
8.1 BUILDING INSURANCE.
Tenant will continuously maintain insurance on all buildings and
improvements on the Property against loss by fire and other casualty, the risks
covered by what is commonly known as extended coverage, all risk, malicious
mischief and vandalism, and all other risks of direct physical loss, in an
amount equal to [...***...] of such buildings and improvements, and must include
a replacement cost endorsement and an agreed amount endorsement. The policy or
policies evidencing such insurance must be written by a company or companies
satisfactory to Landlord and to Landlord's mortgagee, if any, and authorized to
do business in the state in which the Property is located, must name Landlord
and Tenant as insureds thereunder, and must provide that losses are payable to
such insureds as their respective interests may appear. At the request of
Landlord, a mortgage clause will be included in such policies covering
Landlord's mortgagee, if any. Such policies must provide that they may not be
canceled or altered except upon thirty (30) days' prior written notice to
Landlord and to Landlord's mortgagee, if any. If the insurance on the real
property provides a "BLANKET" limit of liability applicable to real property
other than the Property or to personal property of Tenant, Tenant must obtain a
loss payable clause applicable to the real property insurance in favor of
Landlord specifying a limit of liability equal to not less than [...***...]
percent ([...***...]%) of the then [...***...] of the Property.
8.2 BOILER INSURANCE.
Tenant agrees to provide boiler and machinery insurance ("BOILER AND
MACHINERY INSURANCE") that includes in its coverage all steam boilers, pressure
tanks, air conditioning equipment and other such similar apparatus on the
Property on the Commencement Date of this Lease and such similar apparatus, if
any, that Tenant may install on the Property during the term of this Lease. The
policy or policies of Boiler and Machinery Insurance shall be written for an
amount of not less than $[...***...] per occurrence on a repair and replacement
cost basis.
8.3 EARTHQUAKE AND FLOOD COVERAGE.
Tenant further agrees that, at Landlord's written request, if and when
obtainable, it will procure and maintain earthquake and flood insurance on the
improvements located upon the Property for not less than [...***...]
([...***...]%) percent of the full insurance value above foundation.
8.
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Such insurance shall provide for payment of loss thereunder to Landlord and
Tenant, as their interests may appear, and shall at Landlord's request, contain
a mortgage clause in favor of Landlord's mortgagee, if any.
8.4 RENT INSURANCE.
If at any time Tenant's credit rating with Standard and Poor's is less
than "BBB," then Tenant agrees to provide rental value insurance ("Rental Value
Insurance") which includes in its coverage all perils customarily designated as
"All Risk" or "Special" including, but not limited to, fire, extended coverage,
vandalism and malicious mischief. The policy for Rental Value Insurance must be
written for an amount greater than or equal to the annual Fixed Annual Rent plus
the estimated amount of Taxes, assessments and insurance premiums payable under
this Lease during the next succeeding calendar year and must be written on a one
hundred percent (100%) contribution form.
8.5 SELF-INSURANCE.
As long as Tenant's credit rating with Standard and Poor's is no less
than "BBB", then Tenant may self-insure against the perils described in Section
8.1, 8.2 and 8.3 above.
8.6 LANDLORD'S RIGHTS.
If Tenant fails, neglects or refuses to maintain insurance and keep the
same in full force as provided for in this Lease, then Landlord may, at its
election, procure or renew such insurance, and any amounts paid by Landlord will
be Additional Rent due at the next rent day after any such payment, with
interest at the Lease Interest Rate from the date of payment.
8.7 MUTUAL WAIVER.
Landlord and Tenant waive all claims for recovery from the other party
for any loss or damage (whether or not such loss or damage is caused by
negligence of the other party and, notwithstanding any provision or provisions
contained in this Lease to the contrary) to any person or property insured under
valid and collectible insurance policies to the extent of any recovery
collectible under such insurance, subject to the limitation that this waiver
shall apply only when it is permitted by the applicable policy of insurance.
8.8 DELIVERY TO LANDLORD.
Certificates evidencing all insurance coverages required under this
Lease shall be delivered to Landlord and to Landlord's mortgagee within sixty
(60) days after demand, and renewals must be delivered to Landlord at least
thirty (30) days prior to the expiration dates of the respective policies.
Landlord may deposit any such certificates with its mortgagee, if any.
9. DAMAGE OR DESTRUCTION
9.1 TENANT TO RESTORE.
Tenant agrees that in case of damage to or destruction of any building
or improvements on the Property or of the fixtures and equipment in the Property
during the term of this Lease, by fire or other casualty, it will promptly, at
its sole cost and expense, repair, restore or rebuild the same. Upon the
completion of such repair, restoration or rebuilding, the value and rental value
of the buildings and improvements upon the Property must be at least equal to
the value and rental value of the buildings and improvements immediately prior
to the happening of such fire or other casualty. Rent and other charges payable
by Tenant will not abate during the period of such repair, restoration or
rebuilding or during any period that the improvements are not tenantable because
of such damage or destruction, unless such casualty was caused by the act or
omission of Landlord, its officers, employees, agents or contractors.
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9.2 PROCEDURE FOR RESTORATION.
Before commencing such repairing, restorations, or rebuilding,
involving an aggregate estimated cost of more than $250,000.00 over any
continuous 12 month period, (a) plans and specifications, prepared by a licensed
architect must be submitted to Landlord for Landlord's approval; (b) Tenant will
furnish to Landlord an estimate of the cost of the proposed work, certified by
the architect who prepared such plans and specifications; (c) all contracts for
any proposed work will be submitted to Landlord; and (d) Tenant will furnish to
Landlord's title company such evidence as is satisfactory to it to insure
payment for the completion of all work free and clear of liens. All restoration,
repair, rebuilding and other construction performed by or on behalf of Tenant to
the Property must be performed in a good and workmanlike manner, lien free, in
accordance with all applicable governmental statutes, ordinances and
regulations. Landlord covenants that its approval or consent, if required, will
not be unreasonably withheld, but Tenant agrees and acknowledges that, if the
approval or consent of Landlord's mortgagee is required by the terms of
Landlord's mortgage, Landlord's approval or consent may conditioned on
Landlord's first receiving such approval or consent from its mortgagee.
9.3 INSURANCE PROCEEDS.
In the event of loss under any policy or policies of insurance
described in Article 8, the proceeds will be paid to the Landlord or Landlord's
mortgagee if the mortgagee requires that the insurance proceeds be held by
Landlord or Landlord's mortgagee. If so, and so long as Tenant is not then in
default, Tenant will be paid from time to time by the Landlord or Landlord's
mortgagee for the expense of repairing or rebuilding the buildings or
improvements which have been damaged or destroyed. If Landlord has surplus funds
after the completion of such repairs or rebuilding and the payment of all
contractors, subcontractors and suppliers, free from all liens of mechanics and
materialmen and others, those surplus funds will be paid to Tenant, subject to
the rights of Landlord's mortgagee(s). All payouts by Landlord may be made after
making provision for holdbacks and upon the written request of Tenant. Each
payment request by Tenant shall be accompanied by the certificate of the
architect or engineer in charge of the repairs and rebuilding stating:
(a) that the sum requested is due to the contractors,
materialmen, laborers, engineers, architects, or other persons (whose names and
addresses shall be stated) who have furnished services or materials for the
repairs and restoration, or is required to reimburse Tenant for expenditures
made by Tenant in connection with the repairs and restoration;
(b) that the sum requested when added to all sums previously
paid out under this Article for the repairs and restoration does not exceed the
value of the repairs and restoration done to the date of such certificate;
(c) the progress of the repairs and restoration;
(d) that the repairs and restoration have been done pursuant
to all plans and specifications required by Section 9.2; and
(e) that in the opinion of the architect or engineer, the
remaining amount of the sum on deposit will be sufficient upon the completion of
the repairs and restoration to pay for the same in full.
The Tenant agrees to furnish Landlord at the time of any such payment,
statements and waivers of lien as may be required under the mechanic's lien law
of the state in which the Property is located. The Landlord will not be required
to pay out any sum when the Property are encumbered with any such lien, or when
the Tenant is in default under any covenant or
10.
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obligation in this Lease. The Landlord has the right to pay directly all
persons who have furnished services or materials.
As long as Tenant is in possession of the Property and Landlord's
mortgagee does not require that insurance proceeds be held by Landlord or
Landlord's mortgagee, then the insurance proceeds for the repair or restoration
of the Property may be paid to Tenant for use in repairing and restoring the
Property.
9.4 FAILURE TO RESTORE.
If Tenant does not commence the repair, restoration or rebuilding as
required by this Article within a reasonable time after any damage or
destruction, and diligently pursue the completion of same, then Tenant will be
in default under this Lease unless the delay is caused by the failure of
Landlord or Landlord's mortgagee to disburse funds to Tenant in a timely manner.
In addition to any remedy of Landlord under this Lease, at law or in equity,
Landlord, or Landlord's mortgagee, as the case may be, may retain the balance of
all sums deposited pursuant to this Article remaining in the hands of Landlord.
9.5 MATERIAL LOSS AFTER 10TH LEASE YEAR.
Notwithstanding the provisions of Articles 8 and 9, if a "MATERIAL
LOSS" (as defined) occurs after Tenant notifies Landlord that Tenant elects to
terminate this Lease at the end of the 12th Lease Year in accordance with
Section 2.2, then any insurance proceeds payable as a result of the Material
Loss will be paid to Landlord. Landlord may elect within 60 days after the
occurrence of the Material Loss whether to (a) repair and restore the Property;
or (b) terminate the Lease effective as of the date Landlord notifies Tenant of
Landlord's election to terminate. For purpose of this paragraph, "Material Loss"
means a loss or damage to the Property expected to cost more than $500,000.00 to
repair and restore. If Landlord fails to advise Tenant within such 60 day period
that Landlord elects to terminate this Lease, then the Lease will continue and
Landlord will be deemed to have determined that Tenant will undertake the repair
and restoration of the Property.
If Landlord elects to terminate this Lease, Tenant will pay Rent
through the date that Tenant vacates the Property and Tenant will promptly
vacate the Property in accordance with the terms of this Lease except that
Tenant will not be obligated to repair or restore the Material Loss. If Landlord
does not elect to terminate this Lease, then Tenant's obligation to pay Rent
will not abate and Tenant will diligently pursue completion of the repairs and
restoration, which Tenant agrees to perform in a timely and workmanlike manner
using new and good grade materials.
10. LIENS
10.1 LIENS.
Subject to Tenant's right to contest provided in Section 4.6, Tenant
will immediately upon receipt of notice remove and discharge any charge, lien,
security interest or encumbrance upon the Property or upon any Rent, Additional
Rent or other sums payable under this Lease which arises out of the possession,
use, occupancy, construction, repair or rebuilding of the Property or by reason
of labor or materials furnished or claimed to have been furnished to Tenant or
for the Property at the request or on behalf of Tenant, but not including (i)
this Lease and any permitted assignment hereof or any sublease permitted
hereunder, (ii) any mortgage, charge, lien, security interest or encumbrances
created, caused or expressly consented to by Landlord or its agents, employees
or representatives and (iii) liens and claims for taxes and assessments not yet
delinquent. Nothing contained in this Lease should be construed as constituting
the consent or request of Landlord, express or implied, to or for the
performance by
11.
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any contractor, laborer, materialman or vendor, of any labor or services or for
the furnishing of any materials for any construction, alteration, addition,
repair or demolition of or to the Property or any part thereof. Notice is given
that Landlord will not be liable for any labor, services or materials furnished
or to be furnished to Tenant, or to anyone holding an interest in the Property
through or under Tenant, and that no mechanic's or other liens for any such
labor, services or materials may attach to or affect the interest of Landlord in
and to the Property.
10.2 LANDLORD'S RIGHTS.
If Tenant fails to contest the validity of any lien or claimed lien for
which Tenant is responsible or fail to give security to Landlord to insure
payment, or if Tenant fails to prosecute such contest with diligence, or shall
fail to have the same released and satisfy any judgment rendered, then Landlord
may, at its election remove or discharge such lien or claim for lien (with the
right, in its discretion, to settle or compromise the same), and any amounts
advanced by landlord, including reasonable attorneys' fees, for such purposes
will be so much Additional Rent due from Tenant to Landlord at the next rent
date after any such payment, with interest at the Lease Interest Rate.
11. ALTERATIONS AND IMPROVEMENTS
11.1 PERMITTED ALTERATIONS.
Tenant may make any alteration, addition or improvement to the
Property, but Tenant may not (a) after, modify or demolish any exterior or load
bearing walls; or (b) do any work which will endanger or impair the structural
integrity or value of the Property. Landlord will not unreasonably withhold its
consent. Landlord recognizes that Tenant may construct a fire wall and non-load
bearing walls within the building,
No additions, improvements or alterations may be commenced until Tenant
has first satisfied the following requirements: (a) Tenant procures all
necessary permits, licenses, approvals and authorizations required with respect
to the proposed work: and (b) Tenant agrees to provide Landlord with an as-built
drawing depicting the applicable alteration, addition or improvement upon
completion of this Lease. All alterations, additions or improvements that Tenant
is required or permitted to make and any other construction performed by or on
behalf of Tenant to the Property must be performed in a first-class and
workmanlike manner, using new and good grades of material.
11.2 INSURANCE IN CONNECTION WITH ALTERATIONS.
No alteration, addition or improvement to the Property may be commenced
by Tenant until Tenant has furnished Landlord with a satisfactory certificate or
certificates from an insurance company acceptable to Landlord, evidencing
workmen's compensation coverage. and insurance coverage in amounts satisfactory
to Landlord and protecting Landlord against public liability and property damage
to any person or property, on or off the Property, arising out of and during the
making of such alterations, additions or improvements.
11.3 COMPLIANCE WITH LAWS.
Any alteration, addition or improvement by Tenant shall be lien free
and in compliance with any applicable governmental law, statute, ordinance or
regulation.
11.4 SIGNS.
Tenant may, in compliance with applicable law, place, erect and
maintain any signs on the facia, walls, and any other place on or about the
Property, which signs shall remain the property of Tenant and may be removed at
any time during the term of this Lease, or any extensions thereof, provided
Tenant shall repair or reimburse Landlord for the cost of any
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damage to the Property resulting from the installation or removal of such signs,
ordinary wear and tear excepted.
11.5 ALTERATIONS AT SURRENDER.
All alterations, additions and improvements (except Tenant's Equipment,
as defined in Section 19.2), installed at the expense of Tenant will become the
property of the Landlord and will remain upon and be surrendered as a part of
the Property at the expiration or termination of this Lease. But, if Tenant does
not occupy the Property for at least 16 Lease Years, then, at Landlord's option,
Landlord may require Tenant to remove such alterations, additions and
improvements and restore the Property to its original condition, ordinary wear
and tear excepted. If Landlord requests that Tenant remove all or any portion of
such alterations, additions or improvements, then Tenant will promptly do so and
if Tenant fails to do so, then Landlord may perform all such removal and
restoration, at the expense of Tenant.
12. CONDITION OF PROPERTY; ENVIRONMENTAL MATTERS; POSSESSION
12.1 ENVIRONMENTAL MATTERS: DEFINITIONS.
For purposes of this Lease, the following terms have the following
definitions:
(a) "ALLOWABLE HAZARDOUS MATERIALS" means such Hazardous
Materials as are customarily used for permitted normal business purposes in the
operation of the Property, but only in such quantities as are appropriate
therefor and only to the extent that such uses are in compliance with all
Environmental Laws.
(b) "ENVIRONMENTAL LAWS" means applicable federal, state or
local laws, regulations, or ordinances pertaining to (i) air and water quality,
or (ii) the handling, generation, transportation, storage, treatment, usage or
disposal of hazardous materials, or (iii) health, industrial hygiene or the
environmental or ecological, conditions on, under or about the Property.
(c) "ENVIRONMENTAL NOTIFICATIONS" means any summons, citation,
directive, order, claim, complaint, litigation, investigation, proceeding,
judgment, letter or other communication, written or oral, actual or threatened,
from any person, concerning (i) any intentional or unintentional act or omission
or any condition or event which has resulted, or which may result, in the
Release of Hazardous Material at or from the Property or any property adjacent
to or within the vicinity of the Property, or any asserted liability therefor;
(ii) the imposition of any environmental lien on the Property; or (iii) any
violation of any Environmental Law or any revocation or suspension of any
environmental permits.
(d) "HAZARDOUS MATERIAL" means all of the following:
(1) "HAZARDOUS SUBSTANCES" or "TOXIC SUBSTANCES" as
those terms are defined by the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), 42 U.S.C. Section 9601, et
seq., or the Hazardous Materials Transportation Act, 49 U.S.C. Section
1801, et seq., both as amended to and after this date;
(2) "HAZARDOUS WASTES," as that term is defined by
the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section
6901, et seq., as amended to and after this date;
(3) any pollutant or contaminant or hazardous,
dangerous, or toxic chemicals, materials, or substances within the
meaning of any other applicable federal, state, or local law,
regulation, ordinance, or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards
conduct concerning
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any hazardous, toxic, or dangerous waste substance or material, all as
amended to and after this date;
(4) crude oil or any fraction of it that is liquid at
standard conditions temperature and pressure (60 degrees Fahrenheit and
14.7 pounds per square include absolute);
(5) any radioactive material, including any source,
special nuclear, or by-product material as defined at 42 U.S.C. Section
2011, et seq., as amended to and after this date;
(6) asbestos in any form or condition; and
(7) polychlorinated biphenyls (PCB's) or substances
or compounds containing PCB's.
(e) "RELEASE" or "RELEASED" means the release, spill,
emission, leaking, pumping, escape, injection, deposit, disposal, discharge,
dispersal, leaking or migration into the indoor or outdoor environment or into
or out of any property, including the movement of Hazardous Material through or
in the air, soil, surface water, groundwater or Property.
12.2 TENANT'S ENVIRONMENTAL COVENANTS.
Tenant agrees that:
(a) During the term of the Lease, Tenant will operate the
Property in compliance with all Environmental Laws and is responsible for
obtaining all governmental permits relating to the use or operation of the
Property required by Environmental Laws.
(b) Tenant will not permit to occur during the term of the
Lease any Release, generation, manufacture, storage, treatment, transportation,
or disposal of Hazardous Materials other than the Allowable Hazardous Materials
on, in, under, or from the Property.
(c) If any Hazardous Material resulting out of Tenant's
occupancy or occupation of the Premises other than the Allowable Hazardous
Materials is found on the Property, Tenant, at its own cost and expense, will
immediately take such action as is necessary to detain the spread of and remove
such Hazardous Material to the reasonable satisfaction of Landlord and the
appropriate governmental authorities. If Tenant falls to comply with the
requirements of this subparagraph (c), Landlord may cause the removal of such
Hazardous Material from the Property. The cost of such Hazardous Material
removal and any other cleanup (including transportation and storage costs) will
be additional sums falling due under this Lease, whether or not a court has
ordered the cleanup, and those costs will become due and payable on demand by
Landlord. Tenant will give Landlord, its agents, and employees access to the
Property to remove or otherwise clean up any Hazardous Material. Landlord has no
affirmative obligation to Tenant to remove or otherwise clean up any Hazardous
Material arising out of the Tenant Release.
(d) Tenant will immediately notify Landlord and provide copies
upon receipt of any Environmental Notifications. Tenant will promptly cure and
have dismissed with prejudice any actions and proceedings referred to in such
Environmental Notifications to the extent that those actions or proceedings
involve Tenant's storage, generation, Release, transportation, manufacture or
disposal of Hazardous Material.
(e) Landlord has the right to conduct environmental audits of
the Property (i) at any time upon the request of Landlord's mortgagee or (ii) at
reasonable times not to exceed once every two years, and Tenant will cooperate
in the conduct of those audits. The audits will be conducted by a consultant of
Landlord's choosing, and if any Hazardous Material arising out
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of a Tenant Release other than Allowable Hazardous Material is detected or if
a violation of any of the covenants contained in this Article 12 is
discovered, the fees and expenses of such consultant and such audit will be
borne by Tenant and will be paid as Additional Rent under this Lease on
demand by Landlord.
(f) Tenant agrees to indemnify, defend, and hold harmless any
Indemnified Party (as defined in Section 24.1) from and against any claims,
judgments, damages, penalties, fines, expenses, liabilities, losses, causes of
action, suits, demands or judgments of any nature arising from or in connection
with:
(1) any Hazardous Material which has been deposited,
stored, disposed of, placed or otherwise located or allowed to be
located on, in, under, or affecting all or any portion of the Property
arising out of a Tenant Release;
(2) any misrepresentation, inaccuracy, or breach of
any covenant, or agreement of Tenant contained or referred to in this
Article 12;
(3) any violation by Tenant of any Environmental Law;
(4) the imposition of any lien for the recovery of
any costs for environmental cleanup or other response costs relating to
a Tenant Release; and
(5) any condition described in the Environmental
Report.
12.3 LANDLORD'S ENVIRONMENTAL COVENANTS.
Landlord represents that to the best of its knowledge (a) the Property
is currently in compliance with all Environmental Laws; and (b) Landlord will
promptly notify Tenant and provide copies of any Environmental Notifications.
12.4 SURVIVAL.
The provisions of Sections 12.1, 12.2 and 12.3 will survive the
expiration or termination of this Lease.
12.5 TENANT'S ACCEPTANCE.
Landlord has provided Tenant with all the following documents in its
possession or control affecting the Property: (a) all building plans, surveys
and site plans (b) all environmental reports; and (c) all engineering reports
and evaluations. In addition, Tenant has inspected the Property to determine the
condition and suitability of the Property for the particular needs of Tenant.
Tenant plans to do extensive renovations to the Property, at Tenant's expense,
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