Exhibit 10.7
HILTON HOTELS CORPORATION
LEASE AGREEMENT
FOR
GREAT LAKES CAPITAL PARTNERS
AT THE XXXXXX HOUSE HILTON
Execution Copy
March 3, 2000
TABLE OF CONTENTS
Page
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SCHEDULE OF TENANT-SPECIFIC TERMS ........................................................................S-1
A. Introduction .......................................................................................S-1
B. Tenant-Specific Provisions .........................................................................S-1
C. Additional Defined Terms ...........................................................................S-3
D. Other Terms Defined Elsewhere in Lease .............................................................S-4
E. Exhibits and Riders ................................................................................S-4
LEASE ......................................................................................................1
ARTICLE 1 AGREEMENT TO LEASE ............................................................................1
ARTICLE 2 TERM ..........................................................................................1
2.1 Term .........................................................................................1
2.2 Failure to Give Possession ...................................................................1
2.3 Early Possession .............................................................................1
2.4 Early Termination ............................................................................1
2.5 Holding Over .................................................................................2
ARTICLE 3 PREMISES ......................................................................................2
3.1 Condition ....................................................................................2
3.2 Tenant's Alterations .........................................................................2
3.3 Maintenance and Repairs ......................................................................3
3.4 Ownership, Removal, Surrender and Restoration ................................................3
3.5 Right to Relocate ............................................................................4
ARTICLE 4 SERVICES ......................................................................................4
4.1 Our Services .................................................................................4
4.2 Your Failure to Pay for Our Services .........................................................5
4.3 Interruption of Our Services .................................................................5
ARTICLE 5 USE ...........................................................................................5
5.1 Permitted Uses ...............................................................................5
5.2 Rules, Regulations and Additional Operating Covenants ........................................5
ARTICLE 6 RENT AND OTHER CHARGES ........................................................................5
6.1 Base Rent ....................................................................................5
6.2 Base Rent Adjustment .........................................................................5
6.3 Percentage Rent ..............................................................................5
6.4 Operating Costs ..............................................................................6
6.5 HVAC, Electricity and Water Charges ..........................................................6
6.6 Additional Consideration .....................................................................6
6.7 Tax on Rent ..................................................................................6
6.8 Increased Insurance Premiums .................................................................6
6.9 Expenditures on Your Behalf ..................................................................6
6.10 Enforcement Expenses .........................................................................6
6.11 Interest and Late Charges ....................................................................6
6.12 Additional Rent ..............................................................................6
ARTICLE 7 SECURITY DEPOSIT ..............................................................................6
7.1 Amount and When Due ..........................................................................6
7.2 Application ..................................................................................6
7.3 Return .......................................................................................6
ARTICLE 8 INSURANCE; INDEMNIFICATION; WAIVER OF CLAIMS ..................................................7
(i)
8.1 Tenant's Insurance ...........................................................................7
8.2 Indemnification ..............................................................................7
8.3 Waiver of Claims .............................................................................8
ARTICLE 9 SUBORDINATION; MORTGAGEE PROTECTION ...........................................................8
9.1 Subordination ................................................................................8
9.2 Liability of Mortgagee; Attornment ...........................................................8
9.3 Modifications to Lease .......................................................................8
9.4 Estoppel Certificate .........................................................................8
9.5 Power of Attorney ............................................................................8
9.6 Mortgagee Protection .........................................................................8
ARTICLE 10 ASSIGNMENT; SUBLETTING .......................................................................8
10.1 Consent Required .............................................................................8
10.2 Procedure ....................................................................................9
10.3 Our Options ..................................................................................9
10.4 Termination and Recapture ....................................................................9
10.5 Consequences of Our Consent ..................................................................9
10.6 Withholding Our Consent .....................................................................10
ARTICLE 11 DEFAULT; REMEDIES ...........................................................................10
11.1 Notices Concerning Failure to Timely Comply with Obligations Due Under Lease ................10
11.2 Events of Default ...........................................................................10
11.3 Recapture of Inducements ....................................................................11
11.4 Default under Other Lease ...................................................................11
11.5 Repeated Defaults ...........................................................................11
11.6 Remedies ....................................................................................11
ARTICLE 12 DAMAGE TO PREMISES OR PROPERTY ..............................................................11
12.1 Minor Damage ................................................................................11
12.2 Serious Damage ..............................................................................12
12.3 Tenant's Work; No Rent Abatement ............................................................12
ARTICLE 13 CONDEMNATION ................................................................................12
ARTICLE 14 TRADEMARKS ..................................................................................12
ARTICLE 15 WAIVER OF JURY TRIAL AND WAIVER OF RIGHT TO REDEEM OR REINSTATE FORFEITED LEASE .............12
15.1 Waiver of Jury Trial ........................................................................12
15.2 Waiver of Right to Redeem or Reinstate Forfeited Lease ......................................12
ARTICLE 16 MISCELLANEOUS
16.1 Brokers .....................................................................................13
16.2 Our Consent .................................................................................13
16.3 Relationship Between Landlord and Tenant ....................................................13
16.4 Notices .....................................................................................13
16.5 Examination of Lease ........................................................................13
16.6 Entire Agreement ............................................................................13
16.7 Time ........................................................................................13
16.8 Headings ....................................................................................13
16.9 Recordation .................................................................................13
16.10 Governing Law and Severability ..............................................................13
16.11 Subordinate Lease ...........................................................................13
16.12 Counterparts. ...............................................................................13
16.13 Exculpation .................................................................................14
16.14 Binding Effect ..............................................................................14
16.15 No Air Rights ...............................................................................14
16.16 Transfer of Landlord's Interest .............................................................14
16.17 Joint and Several ...........................................................................14
16.18 Authority ...................................................................................14
(ii)
16.18 Terminates and Supersedes Prior Lease .......................................................14
EXHIBITS
Exhibit A Floor Plan of Premises
Exhibit B Rules, Regulations and Additional Operating Covenants
Exhibit C Americans With Disabilities Act
RIDERS
Rider 1: Landlord's Work Rider
Rider 2: Renewal Option Rider
(iii)
SCHEDULE OF TENANT-SPECIFIC TERMS
This Lease is effective as of the Date of Lease indicated in the following
schedule ("Schedule") and is between the Landlord and Tenant identified in the
Schedule. For ease of reference, Xxxxxxxx is often reffered to as "we," "us" or
"our" and Tenant is often referred to as "you" or "your."
A. INTRODUCTION
The provisions appearing in this Schedule, in attached Exhibit A and in any
attached Rider(s) are, for the most part, specific to the transaction between
you and us. If any attached Rider conflicts or is otherwise inconsistent with
this Schedule, the Rider shall control. The provisions appearing elsewhere in
this Lease, including attached Exhibit B, apply generally to all our leases. If
they conflict or are otherwise inconsistent with this Schedule or any specific
Rider provision, this Schedule or the specific Rider in question shall control.
The terms set forth below have the meanings or are assigned amounts as follows:
B. TENANT-SPECIFIC PROVISIONS
1. Landlord: Hilton Hotels Corporation, a Delaware corporation dba
Xxxxxx House Hilton
2. Tenant: Great Lakes Capital Partners LLC, a Delaware limited
liability company
3. Guarantor: [XX] Does not apply
4. Broker: [XX] Does not apply.
5. Date of Lease: March 3, 2000
6. Commencement Date: April 1, 2000
7. Early Possession Date: [XX] Does not apply.
8. Expiration Date: March 31, 2003
9. Renewal Option: [XX] See attached Rider.
10. Property: Xxxxxx House Hilton
00 X. Xxxxxx Xx.
Xxxxxxx, XX 00000
11. Premises: Approximately 3,651 square feet located on the 3rd floor
and approximately 1,484 square feet located on the 7th
floor commonly known as Suites 300 and 700 B at the Xxxxxx
House Office Center.
12. Landlord's Work: [XX] See Landlord Work Rider.
13. Tenant's Work: [XX] Does not apply.
14. Improvement Deposit: [XX] Does not apply.
15. Permitted Use of Premises: Tenant shall use the premises for general
offices and for no other purpose without
the prior written consent of Landlord.
16. Minimum Hours of Operation: [XX] Does not apply.
17. Hours for Which HVAC Provided: [XX] Normal business hours
Days per week: Seven
S-1
18. Garage Use: [XX] Does not apply.
19. Parking Terms, Rules and Regulations: [XX] Does not apply.
20. Rent:
(a) Base Rent: (a) During the months April 1, 2000, through March 31,
2001, inclusively, Seven Thousand Six Hundred Forty
and 00/100th Dollars ($7,640.00) per month
($91,680.00 per year);
(b) During the months April 1, 2001, through March
31, 2002, inclusively, Eight Thousand Twenty Two and
00/100th Dollars ($8,022.00) per month
($96,264.00 per year);
(c) During the months April 1, 2002, through March
31, 2003, inclusively, Eight Thousand Four Hundred
Twenty Three and 10/100th Dollars ($8,423.10) per
month ($101,077.20 per year);
(b) Base Rent Adjustment: [XX] Does not apply.
(c) Percentage Rent: [XX] Does not apply.
(d) Operating Costs: [XX] Does not apply.
(e) HVAC, Water and Electricity Charges:
HVAC: [XX] Does not apply unless
disproportionate use (see Section
4.1 (a)).
Water: [XX] Does not apply unless
disproportionate use (see Section
4.1 (c)).
Electricity: [XX] Tenant pays all its own
electricity costs, as invoiced by
Landlord.
(f) Additional Consideration for Lease: [XX] Does not apply.
21. Tenant's Minimum Performance Standard: [XX] Does not apply.
22. Security Deposit: [XX] Does not apply.
23. Additional Parties: The Additional Parties referred to in Section 8.1
of this Lease and elsewhere in this Lease are:
[XX] Hilton Hotels Corporation, a Delaware corporation, and its
officers, directors, employees, independent contractors and
agents
[XX] The Xxxxxx House Hilton
24. Landlord's Address For Notices: Xxxxxx House Hilton
00 X, Xxxxxx Xx.
Xxxxxxx, XX, 00000
Attention: General Manager
Telephone: (000)000-0000
Facsimile: (000)000-0000
25. Tenant's Address For Notices: Great Lakes Capital Partners
00 X. Xxxxxx Xx.
0xx Xxxxx, Xxxxx X
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx XX
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-2
26. Additional Provisions to Lease: [XX] Does not apply.
C. ADDITIONAL DEFINED TERMS
The following additional terms used in this Lease have the following
meanings:
1. "Must," "will," "shall" and "agree to," If this Lease provides that
either you or we "must," "will," "shall," or "agree to" do or not do a
particular act, it means that the party in question is legally obligated to do
or not to do that act.
2. "Applicable law" means the laws (including, without limitation,
controlling judicial precedent), rules, regulations and administrative
requirements of all federal, state and municipal governmental bodies and
agencies having jurisdiction of or over the Property, the parties hereto and/or
the acts required to be performed under this Lease (all as applicable). It also
includes controlling judicial precedent of the state or commonwealth in which
the Property is located.
D. OTHER TERMS DEFINED ELSEWHERE IN LEASE
Other terms used in the Lease have been defined in various sections of this
Lease. Those definitions apply to those terms whenever those terms are used in
the Lease.
E. EXHIBITS AND RIDERS
1. Exhibits: The following Exhibits are attached to and are incorporated
into this Lease by this reference:
[XX] Exhibit A: Floor Plan of Premises
[XX] Exhibit B: Rules, Regulations and Additional
Operating Covenants
[XX] Exhibit C: Americans With Disabilities Act
2. Riders: The following Riders are attached to and are incorporated
into this Lease by this reference:
[XX] Rider 1: Landlords Work rider
[XX] Rider 2: Renewal Option rider
When you sign this Lease, you acknowledge that you have received and
read the Lease, including this Schedule, and all of the Exhibits and Riders
identified immediately above, that each of the Schedule and such Exhibits and
Riders is an important part of this Lease and that you expressly agree to
observe and perform all of their respective terms, conditions and agreements.
S-3
LEASE
The Landlord and Tenant identified in the Schedule agree as follows:
ARTICLE 1
AGREEMENT TO LEASE
We lease the Premises to you, and you accept them, for the Term, at the
rental, and upon the terms and conditions provided in this Lease. No rights to
light or air over any property owned by us or any other person are granted by
this Lease
ARTICLE 2
TERM
2.1 Term. The "Term" consists of the period of time beginning with the
Early Possession Date or the Commencement Date (whichever first occurs) and
ending on the Expiration Date, as specified in the Schedule.
2.2 Failure to Give Possession. We will give you possession of the Premises
by the Early Possession Date, if one is specified in the Schedule, or by the
Commencement Date. We will not be responsible to you, nor will the Term be
extended, if we cannot do so for any cause beyond our reasonable control. In
that case, your obligation to pay Rent will be suspended until we give you
possession and this Lease will continue in effect, without modification of any
other kind. If our inability to give you possession continues for 90 days beyond
the Commencement Date, you may terminate this Lease by giving us notice within
ten days following this 90 day period unless we have delivered possession to you
in the interim. If you elect to terminate, we and you will be discharged from
any further obligations under this Lease and we will then promptly refund any
unapplied Security Deposit. If you do not give us this notice within the time
required, you lose the right to terminate this Lease. If the Property is located
in New York, the provisions of this Section are intended to constitute "an
express provision to the contrary" within the meaning of Section 223-a of the
New York Real Property Law.
2.3 Early Possession. If we give you possession of the Premises prior to
the Commencement Date, you will not have to pay us Rent for that period. You
will, however, be obligated to observe and perform all other provisions of this
Lease during that period. Early possession shall not accelerate the Expiration
Date.
2.4 Early Termination
(a) We reserve the right to terminate this Lease upon 90 days' notice
if: (i) we propose or are required to demolish the Property or any substantial
portion of the Property which includes the Premises, (ii) we sell the Property
or our interest in any ground lease covering the Property, (iii) we close or
abandon the Property, or determine to use a substantial portion of the Property
for non-hotel purposes, or (iv) an unrelated third party acquires the power to
determine our management policies by acquiring our voting securities, by
contract or otherwise.
(b) If we elect to terminate this Lease, we shall pay you a sum equal
to your actual cost of constructing Tenant's Work and/or other improvements
placed on the Premises by you during the Term with our express written
consent (except for those which you have the right to remove upon termination),
less depreciation based on straight-line depreciation from the date of
installation of the Tenant's Work and/or improvements to the Expiration Date.
2.5 Holding Over.
(a) If, without our consent, you remain in possession of the Premises
after the Expiration Date or after any earlier termination of the Term or your
right of possession(all as provided hereunder), you agree to pay us double the
amount of Base Rent specified in the Schedule for each day you remain in
possession, plus all costs, expenses, reasonable attorneys' fees and
1
damages we incur because you failed to surrender possession to us when
required. You also agree to pay Percentage Rent, if any, and all other Rent due
in accordance with this Lease. Acceptance by us of any holdover rental payments
will not reinstate or renew this Lease, and will not prohibit us from electing
to exercise any other remedy we have under this Lease.
(b) Alternatively, but only if we first notify you, we may elect to
have your retention of possession constitute a renewal of this Lease for one
year upon the terms and conditions which would have been in effect had that
additional year been included in the original Term.
ARTICLE 3
PREMISES
3.1 Condition. On the Commencement Date or any earlier Early Possession
Date indicated in the Schedule, we will deliver the Premises to you in their
current condition. You acknowledge that we have made no statements or promises
to you about the physical condition or use of the Premises or any other part of
the Property. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE INSPECTED THE PREMISES, THAT
UNLESS OTHERWISE SET FORTH IN LANDLORD'S WORK RIDER WE HAVE NO OBLIGATION TO
TAKE ANY ACTION CONCERNING THEIR CONDITION AS OF THE COMMENCEMENT DATE, AND THAT
YOU HAVE AGREED TO ACCEPT THEM "AS IS."
3.2 Tenant's Alterations. You, at your own cost, are entirely responsible
for readying the Premises for your occupancy and the conduct of your business
except to the extent (if any) to which we are required to perform any work as
set forth in the Landlord's Work Rider. Your resposibility includes, at our
option, the installation of meters or sub-meters to measure your consumption of
water and electricity and if a Tenant's Work Rider is attached to this Lease,
the work described in that Rider. You are also responsible for all "readily
achievable" changes to remove architectural barriers in the Premises whenever
they are required by the Americans With Disabilities Act. You understand and
agree that you must not make any changes, alterations or installations in the
Premises without our prior consent. This applies both before and during the
Term. We will consider any proposed changes, alterations and installations in
and to the Premises ("Tenant's Work") if you give the following information
about Tenant's Work, you give us sufficient time to review it and consult with
you about it before you plan to start Tenant's Work, and all of the information
is in form and substances reasonably acceptable to us.
(a) Detailed plans and specifications describing each aspect of
Tenant's Work;
(b) The identity of the contractor(s) who will perform Tenant's Work;
(c) A good faith estimate of the cost of the Tenant's Work; and
(d) The identity of the insurance companies and amount of coverages
for builder's risk or property, comprehensive general liability, and worker's
compensation insurance which will be in effect while Tenant's work is being
performed.
If we consent, you agree not to start Tenant's Work, until you have
obtained and given to us:
(e) Copies of all required governmental permits and approvals for
Tenant's Work;
(f) Copies of the agreements with the contractor(s) who will perform
Tenant's Work containing, to the extent enforceable under applicable law,
covenants prohibiting the filing of construction-related liens against the
Premises or the Property;
(g) An architect's certificate stating that Tenant's Work complies
with the requirements of the Americans With Disabilities Act;
(h) Assurances satisfactory to us that the cost of Tenant's Work will
be timely paid which, at our option, may include providing us with either a lien
and completion bond (or equivalent), or an additional Security Deposit under
Section 7.1 of this Lease, equal, in each case,
2
to at least one hundred twenty percent (120%) of the estimated cost of the
Tenant's Work, or if an Improvement Deposit Rider is attached to this Lease, a
cash deposit in the amount indicated in that Rider, and
(i) Certificates evidencing the coverages referred to above naming us
and the Additional Parties identified in the Schedule as additional insureds and
otherwise meeting the requirements of Section 8.1 of this Lease.
All of the Tenant's Work must be performed in a good and workmanlike manner
and in compliance with applicable law. When you complete Tenant's Work, we may
enter the Premises to photograph or videotape its then condition and appearance.
If we do so, we may use those photographs or videotapes to determine the
necessity, frequency and scope of any periodic upgrade we may require pursuant
to this Lease. In addition, you must keep the Premises and Property free of any
liens attributable to Tenant's Work, and within ten days after Tenant's Work is
completed, you must give us original final waivers of lien from all
contractor(s) who performed Tenant's Work. Where permitted by applicable law, we
reserve the right to post notices of non-responsibility in or on the Premises.
3.3 Maintenance and Repairs.
(a) Landlord's Obligations. You acknowledge that except (i) as
provided in Section 12.1 and 12.2 of this Lease relating to damage to or
destruction of the Premises, (ii) for structural repairs to the Property roof,
foundation and exterior and load-bearing walls, and (iii) for "readily
achievable" changes, if any, required to remove architectural barriers in
Property common areas whenever they are required by the Americans With
Disabilities Act, this Lease does not obligate us, in any way, to repair or
maintain all or any portion of the Premises and the improvements and equipment
located therein and any Tenant's Work and that those obligations are intended to
be yours under subsection (b) immediately following.
(b) Tenant's Obligations. With the exception of the matters expressly
required to be maintained and repaired by us pursuant to Section 3.3(a), you, at
your own cost and at all times during the Term, must keep the Premises in an
attractive, safe, clean and sanitary state, and in good order, condition and
repair. All repairs and maintenance must be performed in a good and workmanlike
manner. You must keep the Premises and the Property free of any liens
attributable to your repairs and maintenance.
(c) Lease Controls. You and we agree that this Lease is intended to
allocate to you exclusively the obligation to maintain and repair the Premises.
For this reason and to the extent enforceable, you and we waive the benefit of
applicable law to the extent it is inconsistent with this stated intention,
especially if applicable law purports to afford you the right to make repairs to
the Premises at our expense or to terminate this Lease by reason of any needed
repairs.
3.4 Ownership, Removal, Surrender and Restoration.
(a) Ownership and Removal. Tenant's Work will belong to you and will
be performed and placed in the Premises (as applicable) at your risk until the
Expiration Date or earlier termination of this Lease. At that time, and unless
we request that you remove all or part of it, Tenant's Work and all
improvements, fixtures, machinery and equipment (excluding trade fixtures,
machinery and equipment which can be removed without damage to the Premises)
will automatically become our property and you must surrender it with the
Premises. You are responsible for all taxes imposed upon Tenant's Work and upon
all (or any part) of your personal property and equipment in the Premises.
(b) Surrender and Restoration. You must surrender the Premises,
including Tenant's Work and all improvements, fixtures, machinery and
equipment(excluding trade fixtures, machinery and equipment which can be removed
without damage to the Premises) upon the Expiration Date or earlier termination
of this Lease in good operating condition and repair, except for ordinary wear
and tear, and in a "broom-clean" condition.
3.5 Right to Relocate. We reserve the right upon 90 days' notice to
relocate you to comparable premises in the Property. If the new premises
designated by us are smaller in area than the Premises, the monthly Base Rent
(and, if a Percentage Rental Rider is attached to this Lease, the
3
"Gross Receipts" threshold) will be adjusted as we deem reasonably appropriate.
We will bear all expenses reasonably associated with any relocation including
the direct costs of making improvements similar to Tenant's Work or other
improvements which you placed on the Premises during the Term with our express
written approval. If you do not agree to so relocate, you may terminate this
Lease by giving us notice to that effect within 15 days after our relocation
notice. If you do so, the termination will be effective 60 days after the date
of our relocation notice.
ARTICLE 4
SERVICES
4.1 Our Services. We agree to furnish the following services:
(a) Heating, ventilating and air-conditioning from existing Property
systems when necessary, in our reasonable judgment, to provide comfortable
occupancy of the Premises under normal business conditions. This service shall
be provided on the days and hours set forth in the Schedule. You must pay us the
monthly amount set forth in the Schedule for the use of these systems and you
agree that we may make reasonable periodic adjustments to that monthly amount to
reflect increases in cost from, our suppliers and/or increased usage on your
part. If no monthly amount is set forth in the Schedule, there will be no
additional charge to you for use of these systems unless, in our reasonable
judgment, your use of one or more of these systems is disproportionate to the
use of such systems made by other tenants. In that event, you agree to pay us
all charges we deem reasonably appropriate within seven (7) days of the date we
send you notification of these charges. Alternatively, we may require you to
install at your expense sufficient supplemental heating, ventilating or
air-conditioning units.
(b) Customary passenger and freight elevator service in common with us
and other tenants, occupants, employees and patrons of the Property.
(c) Water from municipal mains for drinking, lavatory and toilet
purposes drawn through existing fixtures (if any are located in your Premises)
or fixtures you install with our consent. You must pay us the monthly amount set
forth in the Schedule for the use of the water, and you agree that we may make
reasonable periodic adjustments to that monthly amount to reflect increases in
costs from our suppliers and/or increase usage on your part. If no monthly
amount is set forth in the Schedule, there will be no additional charge to you
for use of the water unless in our reasonable judgment, your use of the water is
disproportionate to the use of water by other tenants. In that event, you agree
to pay us all charges we deem reasonably appropriate within seven (7) days of
the date we send you notification of these charges.
(d) We will have no responsibility for furnishing electricity which,
instead, shall be furnished by the approved electric utility company then
serving the Property. We will, however, permit our wire and conduits to the
extent available suitable and safely capable, to be used by you to receive
electrical service. At our option, you will be responsible for metering your
electricity usage on the Premises and for paying the associated charges directly
to the furnishing utility company. In this event, you agree, at our request, to
provide us with copies of all paid electric bills for the Premises. If your
electricity consumption is not seperately metered, you must pay us the monthly
electricity charge set forth in the Schedule and you agree that we may make
reasonable periodic adjustments to that charge to reflect increased costs from
our suppliers or increased usage on your part. If no monthly electricity charge
is set forth in the Schedule, there will be no additional charge to you for use
of the electricity unless, in our reasonable judgement, your use of the
electricity is disproportionate to the use of the electricity by other tenants.
In that event, you agree to pay us all charges we deem reasonably appropriate
within seven (7) days of the date we send you notification of these charges.
(e) If you desire telephonic, burglar alarm or computer installations,
all of which shall be installed at your expense, we will at your request, direct
where and how all associated connections and wiring must be introduced and run.
We reserve the right to approve or disapprove all plans and specifications for
those additional services prior to their installation and to reject any
additional service if we reasonably believe that it will adversely affect an
existing system.
(f) We have no obligation to provide janitor or security services to
or for the Premises
4
4.2 Your Failure to Pay for Our Services. In the event of a Repeated
Default (as defined in Section 11.5 of this Lease), we reserve the right if
permitted by applicable law and in addition to all other remedies then available
to us, to discontinue furnishing all services which we have agreed to furnish
you. If we do, it will not constitute an eviction or disturbance of your
possession of the Premises, we will not be responsible to you for damages, and
you must continue to perform your other obligations under this Lease.
4.3 Interruption of Our Services. We will have no responsibility for
interruption, curtailment or failure to provide any service which we are
required to provide unless such interruption, curtailment or failure is caused
by our own willful misconduct. No such service interruption shall constitute an
eviction or disturbance of your possession of the Premises, or entitle you to
any compensation from us or rent abatement or excuse you from performing your
other obligations under this Lease. Instead, you must look solely to the
proceeds of the business interruption insurance you are required to maintain
under Section 8.1(d) of this Lease for compensation.
ARTICLE 5
USE
5.1 Permitted Uses. You agree to use the Premises during the Term only for
the purposes specified in the Schedule and for no other use or purposes without
our prior written consent, which may be granted or withheld in our sole and
absolute discretion. You have been advised and acknowledge that any change in
use, however slight, first must be consented to by us in writing and that any
such change made without our consent will be material breach of this Lease. We
reserve the right, in our discretion, to determine the uses to which other space
at the Property may be put. You understand and agree that under no circumstances
do you have an exclusive right to conduct a particular business or to sell
particular goods at the Property.
5.2 Rules, Regulations and Additional Operating Covenants. You agree to use
the Premises in compliance with the provisions of attached Exhibit B entitled
"Rules, Regulations and Additional Operating Covenants." Certain provision of
Exhibit B apply specifically to your employees at the Property. You agree to
provide them with copies to those provisions and to take appropriate action to
assure that they observe and comply with them. We reserve the right to make
resonable additions and changes to Exhibit B as long as they apply to, and are
enforced uniformly against, all of our retail and commercial tenants at the
Property and, at our option, to restrain their violation by appropriate legal
proceedings.
ARTICLE 6
RENT AND OTHER CHARGES
You agree to pay the following Rent when and as due as set forth herein.
For purposes of this Lease, the term "Rent" shall refer to all monies due and
owing by you under this Lease, including those monies due as set forth in
Sections 6.1 through 6.11. Except as otherwise specifically provided, all Rent
shall be paid without notice or demand and without abatement, deduction,
counterclaim or set-off. Lessee's covenant to pay Rent shall be independent of
every other covenant set forth in this Lease.
6.1 Base Rent. You agree to pay us the Base Rent specified in the Schedule
in advance on the first day of each month of the Term and, if applicable, at the
current rate for fractions of a month.
6.2 Base Rent Adjustment. If a Base Rent Adjustment Rider is attached to
this Lease, we may adjust the specified Base Rent in the manner specified in
that Rider.
6.3 Percentage Rent. If a Percentage Rent Rider is attached to this Lease,
you agree to pay us the further sums in the manner specified in that Rider.
6.4 Operating Costs. If an Operating Costs Rider is attached to this Lease,
you agree to pay us Operating Costs in the manner specified in that Rider.
5
6.5 HVAC, Electricity and Water Charges. You agree to pay HVAC, electricity
and water charges as set forth in the Schedule and Section 4.1 (a), (c) and (d)
of the Lease.
6.6 Additional Consideration. If an Additional Consideration Rider is
attached to this Lease, you agree to pay us the further sums in the manner
specified in that Rider.
6.7 Tax on Rent. If any governmental authority assesses any tax or similar
charge against the rental or any amounts you are required to pay under this
Lease, and as a result, we are required to collect from you or pay that tax
directly to the governmental authority, you agree to pay to us or reimburse us
for that tax within seven (7) days of the date of our written demand to you.
6.8 Increased Insurance Premiums. If any increase in our insurance premiums
is caused by your use or occupancy of the Premises, you agree to reimburse us
for the additional amount(s) caused by your use or occupancy of the Premises
within seven (7) days of the date of our written demand to you.
6.9 Expenditures on Your Behalf. If we make any expenditure or incur any
liability which you are required to make or pay under this Lease, you agree to
pay that amount, plus an additional amount equal to twenty-five percent (25%)
thereof, to cover our overhead and administrative costs with the next payment of
Base Rent coming due.
6.10 Enforcement Expenses. You shall, within seven (7) days of the date of
our written demand to you, pay us all costs and expenses, including reasonable
attorneys' fees, incurred by us in enforcing any of your Lease covenants, in
remedying any of your breaches, in recovering possession of the Premises, in
collecting any Rent payable by you under this Lease, in terminating this Lease
because of your breach, or in connection with any litigation or arbitration
commenced by or against you to which we shall be made a party.
6.11 Interest and Late Charges. You acknowledge that late payment of any
Rent will cause us to incur costs not contemplated by this Lease. Accordingly,
in the event of a late payment, you agree to pay us, at the same time you make
the late payment, an additional charge equal to ten percent (10%) of the amount
due as a late charge to compensate us for those costs. In addition, all overdue
amounts will bear interest from the date due until the date paid at the annual
rate of eighteen percent (18%) or at the then maximum legal rate of interest, if
any, whichever is lower, which you agree to pay at the same time you make the
late payment. If during the Term a late charge is due under this Lease, whether
or not actually collected, for three installments of Base Rent, then at our
option, Base Rent will become due and payable quarterly in advance instead of
monthly in advance as otherwise provides by this Lease.
6.12 Additional Rent. You shall pay any other sums due by you under this
Lease when and as due.
ARTICLE 7
SECURITY DEPOSIT
7.1 Amount and When Due. When you sign and return this Lease, you must also
deliver to us a Security Deposit in the amount indicated in the Schedule. If we
do not receive it prior to the Commencement Date, we may terminate this Lease
upon one day's notice to you. The Security Deposit may be increased under
Section 3.2(h) of this Lease. If you wish, you may satisfy this obligation by
providing an irrevocable unconditional letter of credit in the amount of the
Security Deposit, from an issuer and otherwise in form and substance reasonably
acceptable to us. Unless you elect to deliver a letter of credit, we will hold
the Security Deposit in our general accounts, without interest to you. The
Security Deposit assures the faithful performance of your obligations under this
Lease.
7.2 Application. If you fail to perform any of your Lease obligations, we
may use all or a portion of the Security Deposit to pay any amount due us, or to
reimburse us for any loss, cost or expense which we may incur, as a result of
your failure. If we do, then, on our demand, you agree to deposit with us,
within seven (7) days of the date of our written demand to you, a sum or a
supplemental irrevocable unconditional letter of credit, sufficient to restore
the Security Deposit to
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its original amount. If we assign our interest in this Lease, we may deliver
the Security Deposit and our interest in any letters of credit which you have
furnished us and, if an Improvement Deposit Rider is attached to this Lease, our
interest in any sums then on deposit in the escrow referred to in that Rider, to
our assignee and if we do, you agree to look only to our assignee for the return
of those sums.
7.3 Return. If you fail to comply with all of your Lease obligations, then,
within a reasonable time after the end of the Term (but in any event within the
time required by applicable law), we may apply the Security Deposit to any
unpaid sums then due us under this Lease and must return the remaining balance
to you. However, we will return to you the unapplied portion of any Security
Deposit made under Section 3.2(b) of this Lease when we are reasonably satisfied
that the cost of the related Tenant's Work has been paid in full.
ARTICLE 8
INSURANCE; INDEMNIFICATION; WAIVER OF CLAIMS
8.1 Tenant's Insurance. You agree to carry insurance during the Term
insuring you, and insuring us, the Additional Parties named in the Schedule, and
our and their respective agents, partners, officers, directors and employees, as
their interests may appear. Your insurance must contain terms and coverages and
must be with insurers reasonably satisfactory to us. Initially, however and
throughout the Term until otherwise specified by us in writing, you agree to
maintain the following coverages in the following amounts:
(a) Commercial General Liability Insurance, including Fire Legal
Liability, Products Liability Insurance and Contractual Liability Insurance
insuring your contractual indemnification liability under this Lease in an
amount not less than $1,000,000 per occurrence;
(b) "All risk" property damage insurance including fire, sprinkler
leakage, vandalism and the extended coverage perils for the full replacement
cost of Tenant's Work and any other additions, improvements and alterations to
the Premises and of all office furniture and equipment, trade fixtures,
merchandise and other items of your property on the Premises;
(c) Worker's compensation insurance in an amount not less than the
statutory requirements required by the state or commonwealth in which the
Property is located and Employers Liability Insurance in an amount not less than
$1,000,000 each occurrence covering all of your employees at the Premises.
(d) Business interruption insurance and extra expense insurance with
limits not less than those carried by a prudent tenant but in any event,
insuring that monthly Base Rent will be paid to us for up to one year in the
event the Premises are destroyed or rendered inaccessible or untenantable by
reason of casualty or interruption of services; and
(e) In the event your Permitted Uses include beautification,
treatment, massage or other touching of the body of third persons, Professional
Liability Insurance in an amount not less than $1,000,000 per occurrence.
At your option, your insurance may be provided by a company-wide blanket
insurance policy or policies reasonably satisfactory to us. Initially, before
the Term commences, and thereafter at least 30 days before any of your insurance
is to expire, you must furnish us certificates evidencing the insurance you are
required to maintain or, at our request, certified copies of the applicable
insurance policies. That evidence must state that the applicable coverage may
not be reduced, canceled or not renewed without at least 30 days' prior written
notice to us. All of your insurance policies shall be considered primary of any
existing similar insurance carried by us or by the Property.
8.2 Indemnification. Except for matters caused by our willful misconduct
and otherwise to the extent permitted by applicable law, you agree to indemnify,
defend, and hold us and the Additional Parties named in the Schedule harmless
from all loss, claims and damages (including reasonable attorneys' fees) which
are asserted, incurred or awarded (a) directly or indirectly in connection with
your use and occupancy of the Premises, (b) directly or indirectly resulting
from your failure to fully comply with any of the provisions of this Lease, (e)
directly or
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indirectly as a result of any act or omission committed by you or your agents,
employees, contractors, licensees and invitees, and (d) for any commission or
finder's fee other than to the Broker named in the Schedule.
8.3 Waiver of Claims. Except for matters caused by our willful misconduct
and otherwise to the extent permitted by applicable law, we are not responsible
for any inconvenience, loss or damage to property, by whomever owned, or injury
to you or any other person occurring in the Premises or elsewhere in the
Property. You waive the right to make any such claim against us. The preceding
sentence is applicable regardless of the cause of the inconvenience, loss or
injury including acts which we are permitted to undertake in and about the
Property, as well as theft, crime in general, failure by others to obey our
rules and regulations, and other events like and unlike the ones mentioned in
this sentence. If any damage to the Premises or the Property, or the equipment
in either, results directly or indirectly from any act or omission committed by
you or your agents, employees, contractors, licensees or invitees, you must
promptly repair that damage. This applies whether that damaged property belongs
to us or to other tenants or occupants of the Property.
ARTICLE 9
SUBORDINATION; MORTGAGEE PROTECTION
9.1 Subordination. If requested by a mortgagee or ground lessor, you agree,
at the election and specification of such mortgagee or ground lessor, to either
(a) subordinate your interest in this Lease to its mortgage (and to all
advances made under its mortgage) or its ground lease or (b) make certain of
your rights and interest in this Lease superior to its mortgage. In either case,
you agree to execute and deliver appropriate documentation as the mortgagee or
ground lessor may reasonably require.
9.2 Liability of Mortgagee; Attornment. You further agree that if any
mortgage is foreclosed or ground lease is terminated, (a) the liability of the
mortgagee or purchaser at the foreclosure sale who succeeds us as your Landlord
will exist only as long as such entity is the owner of the Property (and then,
only with respect to matter which arising during such period of ownership), and
(b) upon request, you will attorn as Tenant under this Lease, to the mortgagee,
foreclosure purchaser or ground lessor, as applicable, and will, within seven
(7) days of the date of our written request to you, execute and deliver
appropriate confirming documentation as the requesting party may reasonably
require.
9.3 Modifications to Lease. If any prospective mortgagee or ground lessor
requires one or more Lease modifications and in your reasonable judgement, the
requested modifications do not in any way materially and adversely change your
rights and obligations under this Lease, you agree to execute whatever
documentation is required to effect the modifications and to return them to us
within seven (7) days of the date provide you the requested modifications.
9.4 Estoppel Certificate. Within seven (7) days of the date of our written
request to you, you agree to execute, acknowledge and deliver to us a written
statement certifying (a) that this Lease, if and to the extent modified, is in
full force and effect and the dates to which Rent is paid in advance, (b)
acknowledging that you are unaware of any uncured defaults on our part under
this Lease, or specifying any claimed default, and (c) such other matters us we
may reasonably request. It is intended that a prospective purchaser or
encumbrancer of the Property may rely on your statement.
9.5 Power of Attorney. If you fail to execute and deliver any documentation
referred to above in this Article, you irrevocably appoint us as your attorney
in fact to execute and deliver that documentation for and in your name.
9.6 Mortgagee Protection. Provided we have first given you its name and
address, you agree to give our mortgagee written notice of any default by us
under this Lease, and to permit the mortgagee a reasonable opportunity to cure
that default.
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(a) At the time of your request for consent, you are in Default under
this Lease:
(b) The proposed assignee or subtenant is of a character or is engaged
in a business which is not in keeping with our standards for the Property, or is
deleterious to its or our reputation;
(c) The proposed assignee or subtenant lacks the financial
responsibility or experience to perform in accordance with the Lease terms;
(d) If a Percentage Rent Rider is attached to this Lease, the proposed
assignee or subtenant will be unable to produce or pay a monthly Percentage Rent
at least equal to your monthly Percentage Rent average during 12 consecutive
month period prior to the proposed date of subletting or assignment, or the
period beginning with the Commencement Date if less than 12 months;
(e) The use to be made of the Premises by the proposed assignee or
subtenant is not within the scope of the Permitted Use specified in the
Schedule, or would conflict with the terms of any collective bargaining
agreement affecting the Property;
(f) A requested subletting will result in more than two occupants in
the Premises;
(g) The proposed transaction would adversely affect any Property
liquor or gaming license;
(h) The proposed transaction would increase the possibility of default
under this Lease; or
(i) The financial worth of the proposed assignee or subtenant is less
than that of you.
ARTICLE 11
DEFAULT; REMEDIES
11.1 Notices Concerning Failure to Timely Comply with Obligations Due Under
Lease. You acknowledge that if you fail to timely comply with any and all of
your obligations due under this Lease, we will incur unanticipated legal and
other costs in the preparation and service of a notice advising you of that
failure, that $1,000 is a reasonable estimate of those costs, and that you will
pay that sum as Additional Rent (in addition to any other sums which you must
pay hereunder) within seven (7) days of the date of any such notice we send to
you.
11.2 Events of Default. You will be in default under this Lease (a
"Default") if:
(a) You fail to pay Rent when due under the Lease where such failure
continues for a period of three (3) days after written notice thereof from us to
you.
(b) You effect an assignment or sublease of all or any part of your
interest in this Lease or in the Premises without our prior consent.
(c) You fail to comply with any of the other terms or covenants of
this Lease and you do not cure that failure within ten (10) days after notice
from us.
(d) You become insolvent or bankrupt, whether or not proceedings for
relief under bankruptcy or similar laws are instituted.
(e) A trustee or receiver is appointed for you or for substantially
all of your property, and is not discharged within 30 days after appointment.
(f) Any guarantor of your lease obligations dies, refuses to honor or
repudiates its guaranty.
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11.3 Recapture of Inducements. If this Lease provides for the abatement of
any form of Rent or other charges, or for any payment of any inducement or
consideration (including construction costs) for your entering into this Lease,
then upon a Default, even if remedied, the applicable provision will
automatically be considered deleted from this Lease and of no further effect. In
this event, any Rent, other charge, inducement or consideration previously
given, abated or paid by us must be repaid by you as Additional Rent within
seven (7) days of the date of our written demand to you.
11.4 Default under Other Lease. If the term of any other lease between you,
or an affiliate, as tenant, and us, or an affiliate, as landord, shall be
terminated or become terminable because of a default by the tenant under that
lease, we reserve the right, upon notice to you, (a) to terminate this Lease, or
(b) to add any sums due the landlord under that lease to the Additional Rent due
under this Lease.
11.5 Repeated Defaults. Three Defaults by you during the Term, even if
remedied, will constitute a "Repeated Default." In the event of a Repeated
Default, we reserve the right, in addition to any other remedy then available to
us to use all or any portion of sums due you under Paragraph A8(b) of Exhibit B
to this Lease to pay any amount due us, or to reimburse us for any loss, cost or
expense which we may incur as a consequence of your Repeated Default.
11.6 Remedies. If you fail to perform any of your affirmative duties or
obligations under this Lease, on at least five (5) days' notice to you (or in
case of emergency, without notice), we may elect to do so on your behalf. In the
event of a Default, we may:
(a) Terminate this Lease and repossess the Premises. If we do, you
shall pay us, within seven (7) days of the date we make a written demand to you,
as agreed liquidated damages, a sum equal to the Base Rent and Percentage Rent,
if any, which you are required to pay under the Lease for the remainder of the
stated Term, less the fair value of the Premises (as reasonably determined by
us) for that period.
(b) Terminate your right to possession of the Premises by any lawful
means without terminating this Lease. If we do, then upon our notice, you must
immediately vacate and surrender possession of the Premises to us. If you do
not, we have the right, with or without legal process, to remove you or anyone
else in possession using such force as may be reasonably necessary to do so.
Removal shall not relieve you of any of your obligations under this Lease.
Thereafter, we will attempt in good faith to relet all or part of the Premises
for your account upon terms acceptable to us and we may incur costs in readying
the Premises for occupancy by another. Under no circumstances will we be
obligated to relet the Premises for less than its fair rental value or upon
terms less favorable to us than those then prevailing in the market. If the
consideration we collect for your account after reletting is not sufficient to
pay the sum of (i) the full amount of the Base Rent and Percentage Rent, if any,
reserved under this Lease, plus (ii) an additional five percent (5%) on that
amount to cover our administrative costs, plus (iii) our reletting costs, you
must pay us the amount of each monthly deficiency within seven (7) days of the
date you receive written notice from us setting for the amount due.
(c) Pursue any other remedy available to us under applicable law.
(d) All of our rights and remedies under this Lease are cumulative and
shall not exclude any others.
ARTICLE 12
DAMAGE TO PREMISES OR PROPERTY
12.1 Minor Damage. If the Premises are damaged by fire, explosion, casualty
or other similar occurrence to the extent of twenty-five percent (25%) or less
of their insurable value, we shall promptly repair that damage at our expense.
If for any reason, the damage is not substantially repaired within one year
after the event causing the damage, you may terminate this Lease by notice to us
within ten days thereafter. If you do not, this Lease will continue in effect.
Notwithstanding the foregoing, if the event producing the damage is caused by
your negligent act or omission, or the negligent act of omission of your
servants, employees, agents, visitors or invitees, the required repairs will be
at your expense and you shall not have the right to terminate this Lease for
failure to
11
complete those repairs.
12.2 Serious Damage. If the damage exceeds twenty-five percent (25%) of the
insurable value of the Premises, or if the Property is damaged to the extent
that you can no longer reasonably conduct your business in the Premises as
contemplated by this Lease, then within 60 days after the event causing the
damage, we must notify you whether or not we elect to repair or rebuild. If we
elect to repair or rebuild, we shall proceed diligently toward that end. If the
damage is not substantially repaired within one year after the event causing the
damage, you may terminate this Lease by notice to us within ten days thereafter.
If you do not, this Lease will continue in effect. If we elect not to repair or
rebuild, this Lease will terminate on the day we give you notice to that effect.
Notwithstanding the foregoing, if the event producing the damage is caused by
your negligent act or omission, or the negligent act or omission of your
servants, employees, agents, visitors or invitees, the required repairs will be
at your expense and you shall not have the right to terminate this Lease for
failure to complete those repairs.
12.3 Tenant's Work; No Rent Abatement. If this Lease is not terminated as
provided above, you are responsible, at your expense, for promptly repairing and
restoring damaged or destroyed Tenant's Work and trade fixtures. All Rent shall
continue to be payable, without abatement as if the fire or other casualty had
not occurred. In each case, you must look solely to the proceeds of the
insurance you are required to maintain under Section 8.1(d) of this Lease for
compensation.
ARTICLE 13
CONDEMNATION
If any governmental authority acquires or condemns (a "Taking") any portion
of the Premises, or a portion of the Property which prevents its operation as a
hotel, this Lease will automatically terminate as of the date possession or
title, whichever first occurs, is obtained by that authority unless we mutually
agree otherwise. Any award as a consequence of a Taking shall remain our sole
property except that, if permitted by applicable law, you may seek any
compensation separately awarded for your relocation expenses and/or loss of your
trade fixtures provided it does not reduce our award.
ARTICLE 14
TRADEMARKS
You disclaim any interest in the name "Hilton" any variant thereof, or any
other service xxxx, trademark of trade name owned by us and/or Hilton Hotels
Corporation (collectively, "Trademarks"). Without our consent, you must not use
the Trademarks for any purpose other than your business address.
ARTICLE 15
WAIVER OF JURY TRIAL AND WAIVER OF RIGHT TO REDEEM
OR REINSTATE FORFEITED LEASE
15.1 Waiver of Jury Trial. You and we shall and hereby do expressly waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Lessor and Lessee,
Lessee's use or occupancy of the Premises and/or any claim of injury or damage.
15.2 Waiver of Right to Redeem or Reinstate Forfeited Lease. You expressly
waive the right to redeem or reinstate this Lease in the event this Lease is
forfeited for any reason, including, but not limited to, your failure to respond
timely to any notice to pay or quit or any notice to perform covenant or quit.
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ARTICLE 16
MISCELLANEOUS
16.1 Brokers. If no Broker is named in the Schedule, you warrant and
represent to us that you have not dealt with a broker or finder in connection
with this Lease. If a Broker is named in the Schedule, you warrant and represent
to us that this Lease was brought about by the named Broker, and that you have
dealt with no other broker or finder in connection with this Lease. We agree to
pay the commission due Broker in accordance with our agreement with Broker.
16.2 Our Consent. Unless expressly provided to the contrary in this Lease,
whenever our consent or approval is required, we are free to give or withhold it
in our absolute discretion and we need not provide any reason if it is withheld.
Unless a specific sum is called for elsewhere in this Lease, you agree to pay
us, within seven (7) days of receiving written notification from us, as
Additional Rent, all out of pocket expenses actually incurred by us, including
reasonable attorneys' fees, in reviewing and processing the request for consent
or approval, regardless of whether the requested consent or approval is granted
or withheld.
16.3 Relationship Between Landlord and Tenant. Nothing contained in this
Lease is intended to create any relationship between us other than the
relationship of landlord and tenant.
16.4 Notices. Any notice which is required or permitted to be given under
this Lease must be in writing and must be given by personal delivery (including
messenger and nationally organized air courier), with receipt acknowledged, or
by prepaid registered or certified mail, return receipt requested, or by
facsimile transfer with evidence of transmittal and receipt, to the party and at
the address indicated in the Schedule. Either you or we may change our address
for notices by giving notice in this manner. Emergency notices may be given by
telephone. All notices will be considered delivered or served on the date of
personal delivery or mailing.
16.5 Examination of Lease. Submission of this instrument for your
examination or signature does not constitute a reservation of or an option for
the Premises, and it is not effective as a lease or otherwise until we and you
both sign and exchange copies of this instrument.
16.6 Entire Agreement. This Lease contains the entire agreement relating to
the leasing of the Premises between you and us. All negotiations and oral
agreements between you and us are merged into and are included in this Lease.
Except as otherwise provided in this Lease, it cannot be changed in any way
unless you and we both so agree in writing.
16.7 Time. Time is of the essence regarding this Lease and each of its
provisions.
16.8 Headings. Introductory headings used in this Lease are for convenience
only and are not intended to limit the plain meaning of the language following
the relevant provision.
16.9 Recordation. Neither this Lease nor any evidence or summary of this
Lease may be recorded.
16.10 Governing Law and Severability. This Lease is to be governed by and
interpreted in accordance with the laws of the state or commonwealth in which
the Premises are located. If any provision of this Lease is found to be illegal
or unenforceable, it will be considered to have been deleted and the remaining
portions of this Lease will remain in full force and effect.
16.11 Subordinate Lease. If a ground lessor is named as an Additional Party
in the Schedule, (a) we (or the Owner if the Owner is not the Landlord) are a
tenant under a ground or master lease with the ground lessor, (b) this document
will be considered a sublease between you and us, (c) you and we will be bound
by the terms and provisions of that ground or master lease, (d) any
inconsistency or conflict between this document and the ground or master lease
will be resolved in favor of the latter, and (e) you and we each acknowledge
that the ground lessor has rights superior to those afforded Landlord and Tenant
under this Lease.
16.12 Counterparts. This Lease may be executed in copies, each of which
will be considered an original but all of which together shall constitute one
instrument. In the event of a conflict between your original and ours, the
provisions of our copy will control.
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16.13 Exculpation. If Landlord is a corporation, partnership, joint
venture, or limited liability company then recourse with respect to its failure
to comply with any of its obligations under this Lease may only be had against
its assets. Under no circumstances will any officer, director, shareholder,
partner, member, other principal or debt or equity owner of Landlord be
personally responsible for any liability or obligation of the Landlord under
this Lease.
16.14 Binding Effect. Each of the provisions of this Lease shall extend to
and shall, as the case may require, bind or inure to the benefit of you and us
and your and our respective successors or assigns, provided this clause shall
not permit any assignment by you contrary to the provisions of Article 10 of
this Lease.
16.15 No Air Rights. No rights to any view or to light or air over any
property, whether belonging to us or any other person, are granted to you by
this Lease. If at any time any windows of the Premises are temporarily darkened
or the light or view there from is obstructed by reason of any repairs,
improvements, maintenance or cleaning in or about the Property, the same shall
be without liability to us and without any reduction or dimination of your
obligations under this Lease.
16.16 Transfer of Landlord's Interest. You acknowledge that we have the
right to transfer all or any portion of our interest in the Property and in this
Lease, and you agree that in the event of any such transfer we shall
automatically be released from all further liability under this Lease arising
after the date of such transfer and you agree to look solely to such transferee
for the performance of our obligations hereunder after the date of such
transfer.
16.17 Joint and Several. If there is more than one Tenant named in the
Schedule, the obligations imposed upon the Tenant under this Lease shall be
joint and several.
16.18 Authority. If the Tenant named in the Schedule is a corporation or
partnership or other entity, each individual executing this Lease on behalf of
such party hereby represents and warrants that such party is a duly formed and
existing entity qualified to do business in the state __ commonwealth where the
Property is located and that such party has full right and authority to execute
and deliver this Lease and that each person signing on behalf of such party is
authorized to do so.
16.18 Terminates and Supersedes Prior Lease. This Lease terminates and
supersedes that Lease Agreement dated September 18, 1998, between Hilton Hotels
Corporation, a Delaware corporation dba Xxxxxx House Hilton, as Landlord, and
Great Lakes Capital Partners LLC, Organized Under the Laws of the State of
Delaware as Tenant, effective upon the Commencement Date of this Lease.
We and you have executed this Lease on or as of the date indicated in the
Schedule.
Hilton Hotels Corporation, Great Lakes Capital Partners, LLC,
a Delaware corporation, a Delaware corporation
dba Xxxxxx House Hilton
By: By: /s/ Xxxxxx Xxxxxxxx, XX
--------------------------------- ------------------------------------
Xxxxxx Xxxxxxxx, XX
Its: Executive Vice President Its: President
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EXHIBIT A to Lease dated March 3, 2000, between Hilton Hotels Corporation, a
Delaware corporation, dba Xxxxxx House Hilton, as Landlord, and Great Lakes
Capital Partners LLC, Organized Under the Laws of the State of Delaware, as
Tenant.
THIS EXHIBIT IS ATTACHED TO AND IS AN IMPORTANT PART OF THE CAPTIONED LEASE.
EXHIBIT A
Floor Plan of Premises
[GHAPHIC]
A-1
A-2
EXHIBIT B to Lease dated March 3, 2000, between Hilton Hotels Corporation, a
Delaware, corporation dba Xxxxxx House Hilton, as Landlord, and Great Lakes
Capital Partners LLC, Organized Under the Laws of the State of Delaware, as
Tenant.
THIS EXHIBIT IS ATTACHED TO AND IS AN IMPORTANT PART OF THE CAPTIONED LEASE.
YOUR FAILURE TO OBSERVE, PERFORM OR COMPLY WITH THE TERMS OF THIS EXHIBIT MAY
CONSTITUTE A DEFAULT UNDER THE LEASE.
EXHIBIT B
Rules, Regulations and Additional Operating Covenants
A. GENERAL
1. Compliance With Laws. You agree to observe and perform all insurance
requirements and applicable laws pertaining into your business or your use of
the Premises, including, among others. (a) all requirements concerning health
and safety standards and environmental protection, (b) all requirements under
the Americans With Disabilities Act to effect "readily achievable" changes to
remove architectural and communication barriers and/or to provide auxiliary aids
and services within the Premises, and (c) the obtaining of all permits required
by applicable law.
2. No Discrimination. You agree, in the conduct of your business, not to
discriminate against or segregate (or to permit anyone acting under the color of
your authority to discriminate against or segregate) any person on account of
sex, sexual orientation, age, race, color, creed, religion, marital status,
ancestry or physical handicap. This covenant also governs your employment
practices and selection of suppliers and contractors. You acknowledge that we
are an equal opportunity employer and that we are committee to the principles
and practices of nondiscrimination in the operation of the Property.
3. Rights of Access. We and our experts/consultants may enter the Premises
at any time in case of an emergency, and otherwise at reasonable times, in order
to inspect the condition of the Premises, to verify your compliance with this
Lease and applicable law and to effect required or necessary repairs. Any such
entry will be at our expense unless it reveals a violation of applicable law or
a condition which if not promptly remedied would result in a Default under this
Lease. In any such case, upon our request, you must promptly reimburse us for
the costs of such inspection. As long as we act in good faith and with
reasonable care, no such entry shall constitute an eviction or disturbance of
your possession or render us liable to you.
4. Additional Reserved Rights. We reserve the following additional rights:
(a) to change the character, use and quality standards of the Property; (b) to
change the name or street address of the Property; (c) to control access to and
from Property common areas; (d) to rearrange, relocate, close or change
corridors, elevators, stairs, lavatories, doors, lobbies, entrances or exits to
the Property; and (e) at reasonable times, to exhibit the Premises to
prospective lessees, purchasers or others.
5. Conduct of Business. You must continuously occupy and use the Premises
during normal business hours or, if longer, any Minimum Hours of Operation
specified in the Schedule. You acknowledge that we reserve the right from time
to time, upon reasonable prior notice, to change the Minimum Hours of Operation
of the retail and commercial tenants of the Property. You must conduct your
business diligently and energetically, maintaining and employing at all times
such merchandise, equipment and personnel reasonably required for both the
successful operation of your business and the service and convenience of your
customers including guests of the Property. If any Tenant's Minimum, Performance
Standard Rider is attached to this Lease and you cannot meet that standard, this
Lease may be terminated as provided in that Rider.
6. Retail Inventory; Pricing. If your business involves sales at retail,
you agree to offer for sale at competitive prices, such merchandise as is
customarily offered for sale at retail
B-1
establishments similar to yours in other hotels owned or operated by Hilton
Hotels Corporation. You further agree to immediately withdraw from sale or
display any merchandise which we shall designate to you as being inappropriate
for sale at the Property. You acknowledge that any such designation is motivated
solely by our desire to preserve the first class reputation of the Property and
that we may make such designation in our sole discretion.
7. Services; Nature and Pricing. If your business involves the provision of
services, you agree to provide, at competitive prices, such services as are
customarily offered at service establishments similar to yours in other hotels
owned or operated by Hilton Hotels Corporation. If, prior to your execution of
this Lease, we have made you aware of company-wide pricing guidelines
established by Hilton Hotels Corporation with respect to the provision of one or
more of such services, your subsequent execution of this Lease constitutes your
agreement to abide by those guidelines as they may be modified from time to
time.
8. Guest Accounts.
(a) With our prior approval, you may charge purchases made by
registered hotel guests to their hotel account. It is your responsibility to
first confirm that the charging party is in fact a registered hotel guest
entitled to charge privileges. On your behalf, we will then xxxx and attempt to
collect those charges. If, but only to the extent that, we collect them, we will
remit to you at times and in the manner then applicable to all retail and
commercial tenants at the Property.
(b) If we collect your charge through a collection agency or through
legal action, we need only remit to you the net amount collected after deducting
(i) our costs of collection and (ii) a processing fee equal to 3.5% thereof. If
we collect your charges through a credit card agency, we need to only remit to
you the net amount thereof collected after deducting a processing fee equal to
3.5% thereof. From time to time during the Term, we may adjust the amount of our
processing fee to reflect changes in our processing costs. If any amount
remitted to you before its actual collection is then found to be fully or
partially uncollectible, or subject to collection expense, we reserve the right
to make an appropriate back charge. In the event of a Repeated Default (as that
term is defined in Section 11.5 of this Lease), sums due you under this
paragraph may be withheld and applied in accordance with that Section.
9. Financial Statements. At our request, you shall provide us with
quarterly financial statement (which may be prepared internally) and with annual
statements prepared by an accountant. All financial statements shall be prepared
at your sole expense and, at a minimum, shall include a balance sheet and an
income and expense statement.
10. Merchants' Association. If we organize a merchants' association
comprised of a certain category of tenants at the Property and you fall within
that category, you agree to join, maintain membership in, and comply with any
reasonable by laws, rules and regulations adopted by, the association.
11. Appearance. The appearance of the Premises materially affects the
reputation of the Property as well as the rentability of other Property space.
For this reason, we reserve the right to control and regulate the lighting,
appearance and content of all signs, show windows, display cases and or
fixtures, entranceways, walls, ceilings, floors and other areas of the Premises,
and to require reasonable periodic upgrades thereof. You acknowledge that if we
exercise any of these rights, we are motivated solely by our desire to preserve
the first class reputation of the Property and that we may do so in our sole
discretion.
12. No Solicitation. You acknowledge our legitimate interest in preventing
solicitation from and around the Premises and in, from and around the Property.
You agree not to solicit or permit customer solicitation, canvassing or peddling
by any persons stationed in or near the entrance to the Premises, in any
Property lobby or common area, or ortherwise in the immediate vicinity of the
Property.
13. Labour Disputes. If labour disputes or activities involving you or the
conduct of your business result in a picket line being established upon or in
the vicinity of the Premises or the Property, or if there is related or similiar
activity which, in our judgement, interferes with or adversely affects the
operations of the Property, then, upon at least five days' notice to you, we may
B-2
terminate this Lease unless within that five-day period you cause the
objectionable activity to be enjoined or otherwise disbanded for the duration of
the labor dispute.
14. Distress Sales. You must not conduct or permit on the Premises any
auction, fire, bankruptcy, going out of business or relocation sale, or any
similar distress sale, whether or not otherwise permitted by applicable law.
15. Machines, Devices, Etc. You must not operate, display or permit vending
equipment, amusement machines or gaming devices of any kind on or next to the
Premises.
16. Alcoholic Beverages. Unless specifically permitted by the Schedule or a
Rider to this Lease, you must not use or permit the Premises to be used for the
making, storing, using, selling or giving away of any alcoholic beverage, as
that term is defined under any applicable law.
17. Cooking. Unless specifically permitted by the Schedule or a Rider to
this Lease, you must not xxxx or permit cooking on the Premises.
18. Access. You must not obstruct or encumber any areas of the Property
outside your Premises, nor use them for any purpose other than entering and
leaving the Premises. If the Premises are accesible from a public sidewalk, you
are responsible for keeping the areas directly in front of the Premises clean
and free from ice, snow, dirt, rubbish and other accumalation.
19. Miscellaneous. You must not cover or obstruct the sashes, sash doors,
skylights, windows and doors that reflect or admit light into areas of the
Property outside your Premises, nor shall you place or permit parcels, bottles
or other articles on the window xxxxx. You must not throw anything out of the
doors, windows or skylights of the Premises.
20. Plumbing Fixtures. Plumbing fixtures must be used only for their
generally accepted purposes. You are responsible for damages resulting from
abuse or misuse of these fixtures by you or your employees or invitees.
21. Defacing Prohibited. You must not in any way deface any part of the
Premises or the Property. Floor coverings of any kind may only be used in a
manner, and with such adhesives, as we first approve.
22. Vehicles; Animals. No bicycles, vehicles, animals, birds or fish shall
be permitted in the Premises, except aids for the disabled.
23. Objectionable Odors. You must not cause or permit any unusual or
objectionable odors to be produced or to emanate from the premises.
24. Disturbing Noises. You must not make or permit any unseemly or
disturbing noises or otherwise disturb or interfere with other tenants, guests
and patrons of the Property. You must not place or permit antennae of any kind,
loud speakers, sound amplifiers, flashing lights or spotlights on the roof or
inside or outside of the Premises or the Property.
25. Locking Mechanisms. You must not place additional gates, locks or bolts
of any kind upon any doors or windows outside your Premises, nor shall you
change existing locks or their mechanisms. Upon expiration of the Term, you must
return all keys to such areas either furnished to or otherwise procured by you.
If you lose any key furnished to you by us, you must replace it or promptly pay
us its cost. Upon termination of this Lease or your right to possession, you
must surrender to us all keys and combinations used by you in connection with
the Premises and otherwise advise us as to the operation of all locks,
combination or otherwise, on safes, cabinets, doors and vaults in the Premises.
26. Freight. All movement of bulky materials or items to and from the
Premises must take place during hours wee determine. We reserve the right to
inspect all freight to be brought into the Property and to exclude from the
Property all freight which violates this Lease. Unless equipped with rubber
tires and side guards, hand trucks are not to be used in the Property. You must
not permit such use. You must not take or permit supplies, merchandise,
fixtures, equipment, appliances or trash to be taken in or out of the Property
except through proper service doors
B-3
designated by us. You must also comply with our reasonable instructions
concerning parking, loading and unloading in or around the Property.
27. Prohibited Uses. You must not use or permit the Premises to be used for
possessing, storing, making, using, selling or giving away narcotics or
controlled substances of any kind, as an employment bureau or for any illegal or
immoral purpose. You must not engage or pay any employees on the Premises except
those actually working for you on the Premises.
28. Approved Vendors. You may purchase spring water, ice, towels or other
like service only from persons or companies approved by us. We will act
reasonably in determining whether to approve such vendors.
29. Objectionable Advertising. We reserve the righty to prohibit
advertising which we reasonably believe tends to impair the reputation or
desirability of the Property. You must immediately refrain from and discontinue
any such advertising upon our written request.
30. Use of Our Employees. Requests for action by us or our employees must
be made at our main office in the Property. You must not request our employees
to perform any work for you or to do anything outside of their regular duties
without first obtaining our written consent. If we make our employees available
to assist you, you must promptly pay us for their services at reasonable hourly
rates.
31. Window and Door Coverings. You may install awnings, shades, venetian
blinds or window or door coverings of any kind only with our prior written
approval. If so installed, you must maintain them in good and attractive
condition, at your cost and risk.
32. Floor Overloading. You must not overload any floor.
B. CONCERNING YOUR EMPLOYEES.
The Property has adopted certain rules and regulations applicable to its
own employees at the Property. Those restated below are also appropriate and
applicable to your employees at the Property. Unless inconsistent with the terms
of a collective bargaining agreement between you and your employees, you agree
to cause your employees to observe and comply with the following:
1. Sexual Harassment. No employee, male or female, shall harass another
employee by (a) creating an intimidating, hostile or offensive working
environment by such conduct as unwelcome sexual advances, requests for sexual
favors or other verbal or physical conduct of a sexual nature, or (b) making
submission to or rejection of such conduct the basis for employment decisions
affecting the employee.
2. Proof of Employability. If then applicable immigration laws prohibit you
from employing any person not authorised to work in the United States, your
employees must submit to you documentation evidencing their legal right to work.
Anyone failing to submit appropriate documnetation or submitting false
documentation must be immediately terminated.
3. Dress and Hygiene. Your employees must be dressed neatly and their
clothing shall be neither dirty nor unpressed. We reserve the right to require
your employees to wear uniforms reasonably acceptable to us. If your employees
in fact wear uniforms, they shall be attractive, pressed and clean. Your
employees must observe good standards of personal hygiene.
4. Valuables. Employees must not leave valuables or cash in any unsecured
place. You must provide them with a secure place for personal effects. We are
not responsible for your employees' missing personal property.
5. Lost and Found. If one of your employees finds a lost article in any
part of the Property, he or she must turn it over to the Security office or to
the manager on duty as soon as possible so that the Property may return it to
its owner. These items, if unclaimed, will be returned to the finder or
retained by the Property in accordance with then applicable Property procedures.
B-4
6. Property Entrance and Exit. We reserve the right to designate entrances
and exits to the Property for use by your employees. Your employees are required
to leave the Property at their earliest convenience following the end of their
work day. For security reasons, if they are leaving with a package, personal or
otherwise, they must have a package pass from you identifying the items being
removed. From time to time, Property security may conduct random searches of
packages.
7. Communicating with Guests. Your employees must familiarize themselves
with Property facilities and nearby attractions. When asked for directions or
otherwise talking to guests (or anyone else for that matter), employees must be
courteous and polite.
8. Guest Privacy. Employees must respect the privacy of hotel guests and
must not offer any information about them to anyone unless subpoenaed to do so.
9. Smoking Policy. For health and safety reasons and to comply with
applicable laws, smoking is prohibited in various areas of the Property. Your
employees are not permitted to smoke within those areas or within the Premises.
10. Security. Employees must cooperate with Property security personnel who
are making inquiries or conducting inspections. They must be aware of and must
report to you or to Property security any person or activity that looks
suspicious such as smoke or fire, vandalism, loitering or fighting.
11. Emergencies. In case of an emergency, employees must immediately call
the Property operator on any house phone.
12. Prohibited Behavior. We reserve the right to bar any of your employees
from the Property for any of the following behavior:
(a) Fighting or gambling on the Property grounds.
(b) Drunkenness or drinking while on duty.
(c) Consumption, possession or sale of illegal drugs while on duty.
(d) Carrying a gun or other concealed weapon on Property grounds,
unless licensed to do so under applicable law.
(e) Theft of hotel property, or the property of another employee,
patron or guest.
(f) Asking for a gratuity or other payment from a hotel guest or
patron.
(g) Falsifying your reports or failing to ring up any of your sales.
(h) Refusing to identify oneself or one's employer to Property
security personnel, the Property manager or assistant managers
when asked to do so.
(i) Use of profanity, threats and/or intimidation while on duty.
(j) Concealing an infectious or communicable disease, a condition
which poses a significant risk of substantial harm to others, or
the current use of illegal drugs.
(k) Use of the Property for personal business.
(l) Failure to obey any published Property parking regulations.
(m) Racial, sexual or other forms of harassment while on Property
grounds.
B-5
EXHIBIT C to Lease dated March 3, 2000, between Hilton Hotels Corporation, a
Delaware corporation dba Xxxxxx House Hilton, as Landlord, and Great Lakes
Capital Partners LLC. Organized Under the Laws of the State of Delaware, as
Tenant.
THIS EXHIBIT IS ATTACHED TO AND IS AN IMPORTANT PART OF THE CAPTIONED LEASE.
EXHIBIT C
Americans With Disabilities Act
The Americans with Disability Act of 1990 (42 U.S.C. (S)12101 et seq.)
(the "ADA"), effective January 26, 1992, is a comprehensive Federal civil rights
law which, among other things, prohibits discrimination against disabled persons
with respect to the use of certain "public accommodations" as defined under that
Act. That Law provides in part that:
"No individual shall be discriminated against on the basis of disability in
the full and equal enjoyment of the goods, services, facilities, privileges,
advantages, or accommodations of any place of public accommodation by any person
who owns, leases (or leases to), or operates a place of public accommodation."
It is the policy of Hilton Hotels Corporation to comply with its
obligations as a public accommodation under the ADA and to require its tenants
to do the same with respect to Leased Premises.
The ADA permits the parties to a lease to allocate responsibility for
compliance with the ADA as between themselves. Accordingly, to the extent that
the Hotel or the Leased Premises are "public accommodations" as defined in the
ADA, the parties agree that the responsibility shall be allocated as between
themselves as follows:
1. Landlord agrees that it shall be responsible for complying with the ADA
in all respects, as it affects the common areas of the Building, including
making required "readily achievable" changes to remove any architectural of
communications barriers and modifying policies applicable to all tenants as may
be necessary.
Landlord agrees that it will defend, indemnify and hold harmless Tenant
from and against any and all liability, claims, damages and expenses, (including
reasonalbe attorneys' fees and costs) which may arise out of any legitimate
claim by any person for failure of Landlord to comply with its obligation under
this Subparagraph 1.
2. Tenant agrees that it shall familiarize itself with the requirements of
the ADA and that it shall be responsible for complying with the ADA in all
respects, as it affects the Leased Premises, including but not limited to,
making required "readily achievable" changes to remove any architectural or
communications barriers, and providing auxiliary aides and services within the
Leased Premises.
3. Tenant further agrees that any and all alterations made to the Leased
Premises during the term of this Lease will comply with the requirements of the
ADA. All plans for alterations which must be submitted to the Landlord under the
provision of Paragraph 5 of this Lease must include a statement from a licensed
Architect or Engineer certifying that they have reviewed the plans, and that the
plans comply with all applicable provisions of the ADA. Any subsequent approval
or consent to the plans by the Landlord shall not be deemed to be a
representation on the Landlord's part that the plans comply with the ADA which
obligation shall remain with the Tenant.
Tenant agrees that it will defend, indemnify and hold harmless Landlord and
the Hotel from and against any and all liability, claims, damages and expenses
(including reasonable attorneys' fees and costs) which may arise out of any
legitimate claim by any person for failure of Tenant to comply with its
obligation under this Subparagraph 3.
Nothing contained herein is intended to create any rights in any third
parties.
LANDLORD'S INITIAL /s/ Illegible
------------------------
TENANTS INITIAL /s/ Illegible
---------------------------
C-1
RIDER 1 to Lease dated March 3, 2000, between Hilton Hotels Corporation, a
Delaware corporation dba Xxxxxx House Hilton, as Landlord, and Great Lakes
Capital Partners LLC, Organized Under the Laws of the State of Delaware, as
Tenant.
THIS RIDER IS ATTACHED TO AND IS AN IMPORTANT PART OF THE CAPTIONED LEASE.
YOUR FAILURE TO OBSERVE, PERFORM OR COMPLY WITH THE TERMS OF THIS RIDER MAY
CONSTITUTE A DEFAULT UNDER THE LEASE.
RIDER 1
Landlord's Work Rider
We, at our expense, will complete the following construction in the
Premises ("Landlord's Work"):
1. Paint Premises throughout using Building Standard paint; and,
2. Remove existing broken counter; and,
3. Clean existing window coverings; and,
4. Pull three (3), Category 5 cables from the 7th to 3rd floor in
accordance with a mutually approved plan; and,
5. Pull telephone cable from the 7th to 3rd floor in accordance with a
mutually approved plan.
You agree to repair and maintain Landlord's Work pursuant to Section 3.3(b)
of this Lease.
LWR-1
RIDER 2 to Lease dated March 3, 2000, between Hilton Hotels Corporation, a
Delaware corporation dba Xxxxxx House Hilton, as Landlord, and Great Lakes
Capital Partners LLC, Organized Under the Laws of the State of Delaware, as
Tenant.
THIS RIDER IS ATTACHED TO AND IS AN IMPORTANT PART OF THE
CAPTIONED LEASE. YOUR FAILURE TO OBSERVE, PERFORM OR COMPLY
WITH THE TERMS OF THIS RIDER MAY CONSTITUTE A DEFAULT UNDER THE
LEASE.
RIDER 2
Renewal Option Rider
1. You may change the Expiration Date to March 31, 2004 (the "First
Option"), or March 31, 2005, (the "Second Option"), respectively, if:
(a) You notify us on or before February 1, 2003, for the First Option,
and if the First Option was exercised, on or before February 1, 2005, for the
Second Option.
(b) No Default under this Lease exists on the date of your notice to
us or on the last day of the original Term, or First Option, respectively;
(c) No Repeated Default (as such term is defined in Section 11.5) has
ever existed under the Lease;
(d) You agree to expend, at a minimum $0.00 for improvements and
renovations to and upon the Premises.
(e) This Lease has not been assigned and/or no part of the Premises
has been sublet on either of those dates; and
(f) You execute and return to us the Renewal Amendment referred to
below within 15 days after we submit it to you.
2. If you exercise the options, Base Rent during the extended Term will be
as follows:
(a) First Option. During the period from April 1, 2003 through March
31, 2004, inclusively, Eight Thousand Eight Hundred Forty Four and 26/100th
Dollars ($8,844.26) per month ($106,131.06 per year); and,
(b) Second Option. During the period from April 1, 2004 through March
31, 2005, inclusively, Nine Thousand Two Hundred Eighty Six and 47/100th
Dollars ($9,286.47) per month ($111,437.61 per year)
3. Percentage Rent, Intentionally Deleted.
4. All Rights under the provisions of these options shall automatically
terminate and be of no further effect notwithstanding your due and timely
exercise of the option if, after such exercise and during the Term of this
Lease, (i) you fail to pay to us any Rent due for a period of five (5) days
after such obligation becomes due (without any necessity of our providing notice
thereof to you); or (ii) you are in Default under this Lease.
5. If you exercise the option(s), we will promptly prepare any necessary
documents (i) obligating you to make the agreed renovations and improvements;
(ii) reflecting the changes in the Expiration Date and Rent; and (iii)
containing other conforming charges,
ROR-1
