{"id":41897,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bolingbrook-corporate-center-bolingbrook-il-industrial-lease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bolingbrook-corporate-center-bolingbrook-il-industrial-lease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/bolingbrook-corporate-center-bolingbrook-il-industrial-lease.html","title":{"rendered":"Bolingbrook Corporate Center (Bolingbrook, IL) Industrial Lease Agreement &#8211; Industrial Developments International inc. and Aladdin Manufacturing Corp."},"content":{"rendered":"<pre>                          INDUSTRIAL LEASE AGREEMENT\n\n\n\n                                    BETWEEN\n\n\n\n                  INDUSTRIAL DEVELOPMENTS INTERNATIONAL, INC.\n\n\n\n                                  AS LANDLORD\n\n\n\n                                      AND\n\n\n\n                       ALADDIN MANUFACTURING CORPORATION\n\n\n\n                                   AS TENANT\n\n \n                                  LEASE INDEX\n                                  -----------\n\nSection      Subject\n-------      -------\n\n1            Basic Lease Provisions\n2            Demised Premises\n3            Term\n4            Base Rent\n5            [INTENTIONALLY OMITTED]\n6            Operating Expenses and Additional Rent\n7            Use of Demised Premises\n8            Insurance\n9            Utilities\n10           Maintenance and Repairs\n11           Tenant's Personal Property; Indemnity\n12           Tenant's Fixtures\n13           Signs\n14           No Landlord's Lien\n15           Governmental Regulations\n16           Environmental Matters\n17           Construction of Demised Premises\n18           Tenant Alterations and Additions\n19           Services by Landlord\n20           Fire and Other Casualty\n21           Condemnation\n22           Tenant's Default\n23           Landlord's Right of Entry\n24           Lender's Rights\n25           Estoppel Certificate\n26           Landlord's Liability\n27           Notices\n28           Brokers\n29           Assignment and Subleasing\n30           Termination of Expiration\n31           [INTENTIONALLY OMITTED]\n32           Late Payments\n33           Rules and Regulations\n34           Quiet Enjoyment\n35           Miscellaneous\n36           Lease Date\n37           Authority\n38           No Offer Until Executed\n\nExhibit \"A\" Demised Premises\nExhibit \"B\" Prevailing Market Rate\nExhibit \"C\" Preliminary Plans and Specifications\/Work\nExhibit \"D\" Subordination, Nondisturbance and Attornment Agreement\nExhibit \"E\" Rules and Regulations\nExhibit \"F\" Certificate of Authority\nExhibit \"G\" Special Stipulations\n\n \n                          INDUSTRIAL LEASE AGREEMENT\n                          --------------------------\n\n   THIS LEASE AGREEMENT (the \"Lease\") is made as of the \"Lease Date\" (as defined\nin Section 37 herein) by and between INDUSTRIAL DEVELOPMENTS INTERNATIONAL,\nINC., a Delaware corporation (\"Landlord\"), and ALADDIN MANUFACTURING\nCORPORATION, a Delaware corporation (\"Tenant\") (the words \"Landlord\" and\n\"Tenant\" to include their respective legal representatives, successors and\npermitted assigns where the context requires or permits).\n\n                             W I T N E S S E T H:\n\n   1.  Basic Lease Provisions.  The following constitute the basic provisions of\n       ----------------------\nthis Lease:\n\n       (a)  Demised Premises Address: ____________________________\n\n                                      Bolingbrook, Illinois; as provided in\n                                      Section 2, the Demised Premises includes\n                                      the non-exclusive right of Tenant to use\n                                      the parking area and driveways which are\n                                      part of the Building Common Area (as\n                                      defined in Section 6).\n\n       (b)  Demised Premises Square Footage: approximately 201,959 square feet\n\n       (c)  Building Square Footage: approximately 352,338 square feet\n\n       (d)  Annual Base Rent:\n \n              Lease Years one (1) through five (5)             $763,405.02\n\n              Lease Years six (6) through ten (10)             $862,364.93\n\n       (e)  Monthly Base Rent Installments:\n\n              Lease Years one (1) through five (5)             $ 63,617.09\n\n              Lease Years six (6) through ten (10)             $ 71,863.74\n\n       (f)  Lease Commencement Date: The date of Substantial Completion (as\n            defined in Section 17 of this Lease).\n\n       (g)  Base Rent Commencement Date: The Lease Commencement Date.\n\n       (h)  Expiration Date: The date which is ten (10) years after the Lease\n            Commencement Date (subject to adjustment in accordance with Section\n            3 of this Lease).\n\n       (i)  Term: Ten (10) years after the Lease Commencement Date (subject to\n            adjustment in accordance with Section 3 of this Lease).\n\n       (j)  Tenant's Operating Expense Percentage: 57.32%\n\n       (k)  [INTENTIONALLY OMITTED]\n\n       (l)  Permitted Use. Storage, warehousing, and distribution of carpet and\n            carpet sundries, and general office use related thereto.\n\n       (m)    Address for notice:\n\n              Landlord:   INDUSTRIAL DEVELOPMENTS\n                          INTERNATIONAL, INC.\n                          3424 Peachtree Road, N.E.\n                          Suite 1500\n                          Atlanta, Georgia 30326\n                          Attention:  Vice President - Operations\n\n              Tenant:     ALADDIN MANUFACTURING CORPORATION\n                          160 South Industrial Boulevard, S.W.\n                          Calhoun, Georgia 30703-7002\n                          Attention:  Salvatore J. Perillo, Esquire\n                                      General Counsel\n\n \n       (n)  Address for rental     INDUSTRIAL DEVELOPMENTS\n            payments:              INTERNATIONAL, INC.\n                                   c\/o IDI Services Group, Inc.\n                                   P.O. Box 930190\n                                   Atlanta, Georgia 31193\n\n       (o)  Broker:                Grubb &amp; Ellis\n\n   2.  Demised Premises. For and in consideration of the rent hereinafter\n       ----------------                                                \nreserved and the mutual covenants hereinafter contained, Landlord does hereby\nlease and demise unto Tenant, and Tenant does hereby hire, lease and accept,\nfrom Landlord all upon the terms and conditions hereinafter set forth the\nfollowing premises, referred to as the \"Demised Premises\", as outlined on\nExhibit A attached hereto and incorporated herein: (i) approximately 201,959\n---------                                                                  \nsquare feet of space, approximately 10,000 square feet of which is office space,\nhaving an address as set forth in Section 1(a), located within a building known\nas Inventory Facility I (the \"Building\"), which contains a total of \napproximately 352,338 square feet and is located on a parcel of land (\"Land\")\ncontaining approximately 16.24 acres within Bolingbrook Corporate Center (the\n\"Project\"), in Bolingbrook, Illinois and (ii) a non-exclusive right to use, in\ncommon with other tenants of the Building (and the employees, guests and other\ninvitees of such tenants), all Building Common Area. The Demised Premises will\nbe delivered to Tenant in the condition and on the schedule described in Section\n17.\n\n   3.  Term. To have and to hold the Demised Premises for a term (the \"Term\")\n       ---- \ncommencing on the Lease Date and terminating on the Expiration Date, as the\nLease Commencement Date and the Expiration Date may be revised pursuant to\nSection 17; provided that if the Lease Commencement Date is a day other than the\nfirst day of a calendar month, the Term shall expire ten (10) years after the\nfirst day of the first full calendar month after the Lease Commencement Date and\nshall, accordingly, include the period between the Lease Commencement Date and\nthe end of the calendar month in which the Base Commencement Date occurs. The\nterm \"Lease Year\", as used in this Lease, shall mean the 12-month period\ncommencing on the Lease Commencement Date, and each 12-month period thereafter\nduring the Term; provided, however, that if the first Lease Year begins on a day\nother than the first day of a calendar month, the first Lease Year shall include\nthe period between the Lease Commencement Date and the end of the calendar month\nin which the Lease Commencement Date occurs and shall extend through the end of\nthe twelfth (12th) full calendar month following the Lease Commencement Date.\n\n       3.1  Renewal Option.\n            --------------\n       (a) Provided that no Event of Default (as defined in Section 22) has\noccurred and is then continuing, Tenant shall have the right and option to\nextend the Primary Term of this Lease for two (2) successive additional periods\nof five (5) years each (the \"First Renewal Term\" and the \"Second Renewal Term\",\nrespectively, and, collectively, the \"Renewal Terms\") in accordance with this\nSection 3.1. If Tenant does not extend the Primary Term for the First Renewal\nTerm, it shall have no right to extend the Term for the Second Renewal Term. The\noption for the First Renewal Term my be exercised by Tenant by written notice\ngiven to Landlord not less than nine (9) months prior to the end of the Primary\nTerm. If Tenant properly exercises its right to the First Renewal Term, the\noption for the Second Renewal Term may be exercised by Tenant by written notice\ngiven to Landlord not less than nine (9) months prior to the end of the First\nRenewal Term. Subject to the terms of subsection (b) of this Section 3.1, all of\nthe terms and provisions of this Lease shall govern and be applicable to the\nFirst Renewal Term and the Second Renewal Term (with the exceptions that (i)\nthere will be no period of rent-free occupancy at the commencement of either of\nthe Renewal Terms, (ii) Landlord will have no obligation to construct any\nimprovements, provide any allowances or grant any rental abatement prior to\ncommencement of accrual of Base Rent for either Renewal Term and (iii) there\nwill be no renewal of the Term other than the Renewal Terms) if Tenant timely\nexercises its right to extend the Term in accordance with this subsection (a).\n\n       (b) If Tenant timely and properly exercises its right to the First\nRenewal Term, Tenant shall pay to Landlord as Annual Base Rent during the First\nRenewal Term, in lawful money of the United States commencing at the\ncommencement of the First Renewal Term, a per annum sum equal to the greater of\n(i) the product obtained by multiplying the square footage of the Demised\nPremises times an amount equal to the \"Prevailing Market Rate\" (as defined and\ncalculated in the manner set forth in Exhibit B attached to this Lease and\n                                      ---------\nincorporated herein by reference) in effect on the first day of the First\nRenewal Term or (ii) the Base Rent which was in effect at the end of the Primary\nTerm. If Tenant properly exercises its right to the First Renewal Term, and\nthereafter timely exercises its right to the Second Renewal Term, Tenant shall\npay to Landlord as Annual Base Rent during the Second Renewal Term, in lawful\nmoney of the United States commencing at the commencement of the Second Renewal\nTerm, a per annum sum equal to the greater of (i) the product obtained by\nmultiplying the square footage of the Demised Premises times an amount equal to\nthe Prevailing Market Rate in effect as of the first day of the Second Renewal\nTerm or (ii) the Base Rent which was in effect at the end of the First Renewal\nTerm.\n\n   4.  Base Rent.  Tenant shall pay to Landlord at the address set forth in\n       ---------\nSection 1(n), as base rent for the Demised Premises, commencing on the Base Rent\nCommencement Date and continuing throughout the Term in lawful money of the\nUnited States, the annual amount set forth in Section 1(d) payable in equal\nmonthly installments as set forth in Section 1(e) (the \"Base Rent\"), payable in\nadvance,\n                                      -2-\n\n \npayable in equal monthly installments as set forth in Section 1(e) (the \"Base\nRent\"), payable in advance, without demand and without abatement, reduction,\nset-off or deduction, on the first day of each calendar month during the Term.\nIf the Base Rent Commencement Date shall fall on a day other than the first day\nof a calendar month, the Base Rent shall be apportioned pro rata on a per diem\nbasis (i) for the period between the Base Rent Commencement Date and the first\nday of the following calendar month (which pro rata payment shall be due and\npayable on the Base Rent Commencement Date), and (ii) for the last partial month\nof the Term, if applicable. No payment by Tenant or receipt by Landlord of rent\nhereunder shall be deemed to be other than on account of the amount due, and no\nendorsement or statement on any check or any letter accompanying any check or\npayment of rent shall be deemed an accord and satisfaction, and Landlord may\naccept such check as payment without prejudice to Landlord's right to recover\nthe balance of such installment or payment of rent or pursue any other remedies\navailable to Landlord.\n\n        4.1  Landlord hereby agrees to provide to Tenant an allowance in the\namount of $400,000.00 (\"Maximum Construction Allowance\") for the installation of\nthe interior finish of the office area of the Demised Premises (\"Allowance\nWork\"). If, following the final approval of the Plans and Specifications (as\ndefined in Section 17(a) of this Lease), Landlord reasonably determines that the\ncost of the Allowance Work will exceed the amount of the Maximum Construction\nAllowance, Landlord will give written notice of such determination to Tenant,\nwhich notice will specify the estimated amount by which the cost of the\nAllowance Work will exceed the Maximum Construction Allowance. Subject to the\nrights of review and approval granted Tenant hereinafter in this Section 4.1,\nTenant agrees to deliver to Landlord such excess amount in cash within ten (10)\nbusiness days following receipt of such notice. If Tenant does not utilize the\nfull Maximum Construction Allowance, the unused portion may be applied by Tenant\nas a credit against Base Rent and Additional Rent (as defined in Section 6)\nwhich would otherwise accrue in accordance with this Lease. At any time after\nthe occurrence of Substantial Completion, Landlord and Tenant shall, within\nthirty (30) days after receipt by Tenant of a written request from Landlord,\nexecute and deliver an amended and restated version of this Lease which will\ndelete this Section 4.1 in its entirety and delete any other references in this\nLease to the provisions of this Section 4.1. With respect to the Maximum\nConstruction Allowance, Landlord agrees that Landlord will give Tenant a\nreasonable opportunity to review and approve any bids or contracts which\nLandlord desires to accept from any contractor for performance of the work which\nwill be paid from the Maximum Construction Allowance; provided that Tenant must\nrespond in writing within five (5) business days after receipt of any written\nsubmission from Landlord. A failure to respond timely shall constitute approval.\nLandlord will not accept a bid or enter into a contract without the approval of\nTenant; provided that Tenant acknowledges that (i) Landlord will not be in a\nposition to submit an application for the Permits (as defined in Section 17(a))\nwithout the required approval from Tenant and (ii) each day that elapses after\nsuch fifth (5th) business day, until the requisite approval is obtained from\nTenant, will constitute a day of Tenant Delay (as defined in Section 17.1).\n\n        4.2  Additional Allowance.  In addition to the Maximum Construction\n             --------------------\nAllowance, Landlord hereby agrees to provide to Tenant an additional allowance\n(\"Supplemental Allowance\") in the amount of $500,000.00, which will be available\nfor use by Tenant in accordance with this Section 4.2. Tenant may use the\nSupplemental Allowance to fund the payment of the cost of any Allowance Work\nwhich exceeds the Maximum Construction Allowance and then the payment of the\ninstallation by Landlord of permanent improvements at the Demised Premises\n(\"Additional Improvements\"), in addition to the Allowance Work; provided that\nthe nature and scope of such work will be subject to the approval of Landlord,\nnot to be unreasonably withheld, delayed or conditioned. Landlord will, to the\nextent reasonably practicable, perform the Additional Work concurrently with\nperformance of the Allowance Work, subject to the condition that Landlord will\nnot be required to perform the Additional Work in any manner which would delay\nthe occurrence of Substantial Completion. To the extent that Tenant does not\nutilize the Additional Allowance to pay excess cost for the Allowance Work or\nthe cost of Additional Improvements, the unused portion of the Additional\nAllowance shall then be applied as a credit against Base Rent and Additional\nRent, up to a maximum of $243,229.26, and the balance, if any, will be paid to\nTenant in cash. Under no circumstances will Tenant have any right to receive the\npayment from the Additional Allowance (except to the extent that Landlord may be\nperforming Additional Work), either in cash or as a credit against Base Rent,\nuntil Tenant has acknowledged in writing the occurrence of Substantial\nCompletion.\n\n   5.  [INTENTIONALLY OMITTED]\n\n   6.  Operating Expenses and Additional Rent.\n       --------------------------------------\n\n       (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b)\nbelow) its proportionate share of Operating Expenses (as hereinafter defined).\n\"Operating Expenses\" shall be defined as all reasonable expenses for operation,\nrepair, replacement and maintenance as necessary to keep the Building and the\ncommon areas, driveways, and parking areas associated therewith (collectively,\nthe \"Building Common Area\") in good order, condition and repair, including but\nnot limited to, utilities for the Building Common Area, expenses associated with\nthe driveways and parking areas (including sealing and restriping, and snow,\ntrash and ice removal), security systems, fire detection and prevention systems,\nlighting facilities, landscaped areas, walkways, painting and caulking,\ndirectional signage, curbs, drainage strips, sewer lines, all charges assessed\nagainst or attributed to the Building pursuant to any applicable easements,\ncovenants, restrictions, agreements, declaration of protective covenants or\ndevelopment standards, property management fees (provided that the amount of\nmanagement fees\n                                      -3-\n\n \nincluded in the Operating Expenses actually billed to Tenant shall not exceed,\non an annual basis, two percent (2.0%) of the Base Rent in effect from time to\ntime), all real property taxes and special assessments imposed upon the\nBuilding, the Building Common Area and the land on which the Building and the\nBuilding Common Area are constructed, all costs of insurance paid by Landlord\nwith respect to the Building and the Building Common Area, and costs of\nimprovements to the Building and the Building Common Area required by any law,\nordinance or regulation applicable to the Building and the Building Common Area\ngenerally (and not because of the particular use of the Building or the Building\nCommon Area by a particular tenant), which cost shall be amortized on a straight\nline basis over the useful life of such improvement, as reasonably determined by\nLandlord. Operating Expenses shall not include expenses for the costs of any\nmaintenance and repair required to be performed by Landlord at its own expense\nunder Section (10)(b). Further, Operating Expenses shall not include the costs\nfor capital improvements unless such costs are incurred for the purpose of\ncausing a material decrease in the Operating Expenses of the Building or the\nBuilding Common Area or are made with respect to improvements made to comply\nwith laws, ordinances or regulations as described above. The proportionate share\nof Operating Expenses to be paid by Tenant shall be a percentage of the\nOperating Expenses based upon the proportion that the square footage of the\nDemised Premises bears to the total square footage of the Building (such figure\nreferred to as \"Tenant's Operating Expense Percentage\" and set forth in Section\n1(j)). Prior to or promptly after the beginning of each calendar year during the\nTerm. Landlord shall estimate the total amount of Operating Expenses to be paid\nby Tenant during each such calendar year and Tenant shall pay to Landlord one-\ntwelfth (1\/12) of such sum on the first day of each calendar month during each\nsuch calendar year, or part thereof, during the Term. Within a reasonable time\nafter the end of each calendar year, Landlord shall submit to Tenant a statement\nof the actual amount of Operating Expenses for such calendar year, and the\nactual amount owed by Tenant, and within thirty (30) days after receipt of such\nstatement, Tenant shall pay any deficiency between the actual amount owed and\nthe estimates paid during such calendar year, or in the event of overpayment.\nLandlord shall credit the amount of such overpayment toward the next installment\nof Operating Expenses owed by Tenant or remit such overpayment to Tenant if the\nTerm has expired or has been terminated and no Event of Default exists\nhereunder. The obligations in the immediately preceding sentence shall survive\nthe expiration or any earlier termination of this Lease. If the Lease\nCommencement Date shall fall on other than the first day of the calendar year,\nand\/or if the Expiration Date shall fall on other than the last day of the\ncalendar year, Tenant's proportionate share of the Operating Expenses for such\ncalendar year shall be apportioned prorata.\n\n       (b) Any amounts required to be paid by Tenant hereunder (in addition to\nBase Rent) and any charges or expenses incurred by Landlord on behalf of Tenant\nunder the terms of this Lease shall be considered \"Additional Rent\" payable in\nthe same manner and upon the same terms and conditions as the Base Rent reserved\nhereunder except as set forth herein to the contrary. Any failure on the part of\nTenant to pay such Additional Rent when and as the same shall become due shall\nentitle Landlord to the remedies available to it for non-payment of Base Rent.\nTenant's obligations for payment of Additional Rent shall begin to accrue on the\nLease Commencement Date regardless of the Base Rent Commencement Date.\n\n       (c) If applicable in the jurisdiction where the Demised Premises are\nlocated, Tenant shall pay and be liable for all rental, sales, use and inventory\ntaxes or other similar taxes, if any, on the amounts payable by Tenant hereunder\nlevied or imposed by any city, state, county or other governmental body having\nauthority, such payments to be in addition to all other payments required to be\npaid Landlord by Tenant under the terms of this Lease. Such payment shall be\nmade by Tenant directly to such governmental body if billed to Tenant, or if\nbilled to Landlord, such payment shall be paid concurrently with the payment of\nthe Base Rent, Additional Rent, or such other charge upon which the tax is\nbased, all as set forth herein.\n\n       (d) The books and records of Landlord pertaining to the determination of\nOperating Expenses for any calendar year may be reviewed and\/or audited by\nTenant or its representatives, at the expense of Tenant and during normal\nbusiness hours at the offices of Landlord located at 3424 Peachtree Road, Suite\n1500, Atlanta, Georgia 30326 at any time within thirty-six (36) months following\nthe end of the calendar year for which review and\/or the audit is to be\nperformed, provided that Tenant shall give Landlord not less than ten (10) days\nprior written notice of the intent of Tenant to conduct the review and\/or audit.\n\n   7.  Use of Demised Premises.\n       -----------------------\n\n       (a) The Demised Premises shall be used for the Permitted Use set forth in\nSection 1(1) and for no other purpose.\n\n       (b) Tenant will permit no liens to attach or exist against the Demised\nPremises, and shall not commit any waste.\n\n       (c) The Demised Premises shall not be used for any illegal purposes, and\nTenant shall not allow, suffer, or permit any vibration, noise, odor, light or\nother effect to occur within or around the Demised Premises that could\nconstitute a nuisance or trespass for Landlord of any occupant of the Building\nor an adjoining building, its customers, agents, or invitees. Upon notice by\nLandlord to Tenant\n\n                                      -4-\n\n \nthat any of the aforesaid prohibited uses are occurring. Tenant agrees to\npromptly remove or control the same.\n\n       (d) Tenant shall not in any way violate any law, ordinance or restrictive\ncovenant affecting the Demised Premises, and shall not in any manner use the\nDemised Premises so as to cause cancellation of, prevent the use of, or increase\nthe rate of, the fire and extended coverage insurance policy required hereunder.\nLandlord makes no (and does hereby expressly disclaim any) covenant,\nrepresentation or warranty as to the Permitted Use being allowed by or being in\ncompliance with any applicable laws, rules, ordinances or restrictive covenants\nnow or hereafter affecting the Demised Premises, and any zoning letters, copies\nof zoning ordinances or other information from any governmental agency or other\nthird party provided to Tenant by Landlord or any of Landlord's agents or\nemployees shall be for informational purposes only, Tenant hereby expressly\nacknowledging and agreeing that Tenant shall conduct and rely solely on its own\ndue diligence and investigation with respect to the compliance of the Permitted\nUse with all such applicable laws, rules, ordinances and restrictive covenants\nand not on any such information provided by Landlord or any of its agents or\nemployees.\n\n       (e) In the event insurance premiums pertaining to the Demised Premises,\nthe Building, or the Building Common Area, whether paid by Landlord or Tenant,\nare increased over the least hazardous rate available due to the nature of the\nuse of the Demised Premises by Tenant, Tenant shall pay such additional amount\nas Additional Rent.\n\n   8.  Insurance.\n       ---------\n\n       (a) Tenant covenants and agrees that from and after the Lease \nCommencement Date or any earlier date upon which Tenant enters or occupies the\nDemised Premises or any portion thereof, Tenant will carry and maintain, at its\nsole cost and expense, the following types of insurance, in the amounts\nspecified and in the form hereinafter provided for:\n\n           (i)  Liability insurance in the Commercial General Liability form (or\nreasonable equivalent thereto) covering the Demised Premises and Tenant's use\nthereof against claims for bodily injury or death, property damage and product\nliability occurring upon, in or about the Demised Premises, such insurance to be\nwritten on an occurrence basis (not a claims made basis), to be in combined\nsingle limits amounts not less than $3,000,000.00 and to have general aggregate\nlimits of not less than $5,000,000.00 for each policy year. The insurance\ncoverage required under this Section 8(a)(i) shall, in addition, extend to any\nliability of Tenant arising out of the indemnities provided for in Section 11\nand, if necessary, the policy shall contain a contractual endorsement to that\neffect. The liability insurance coverage required by this subsection (i) may be\nprovided through a combination of primary and umbrella coverage as may be\ncustomarily utilized by Tenant, subject to the prior review and approval of \nLandlord, not to be unreasonably withheld, delayed or conditioned.\n\n           (ii) Insurance covering (A) all of the items included in the\nleasehold improvements constructed in the Demised Premises by or at the expenses\nof Landlord (collectively, the \"Improvements\"), including but not limited to\ndemising walls and the heating, ventilating and air conditioning system and (B)\nTenant's trade fixtures, merchandise and personal property from time to time in,\non or upon the Demised Premises, in an amount not less than one hundred percent\n(100%) of their full replacement value from time to time during the Term,\nproviding protection against perils included within the standard form of \"all-\nrisks\" fire and casualty insurance policy, together with insurance against\nsprinkler damage, vandalism and malicious mischief. Any policy proceeds from\nsuch insurance relating to the Improvements shall be used solely for the repair,\nconstruction and restoration or replacement of the Improvements damaged or\ndestroyed unless this Lease shall cease and terminate under the provisions of\nSection 20.\n\n       (b) All policies of the insurance provided for in Section 8(a) shall be\nissued in form reasonably acceptable to Landlord by insurance companies with a\nrating of not less than \"A,\" and financial size of not less than Class XII, in\nthe most current available \"Best's Insurance Reports\", and licensed to do\nbusiness in the state in which the Building is located. Each and every such\npolicy:\n\n           (i)   shall name Landlord, Lender (as defined in Section 24), and any\nother party reasonably designated by Landlord, as an additional insured. In\naddition, the coverage described in Section 8(a)(ii)(A) relating to the\nImprovements shall also name Landlord as \"loss payee\";\n\n           (ii)  shall be delivered to Landlord, in the form of an insurance\ncertificate acceptable to Landlord as evidence of such policy, prior to the\nLease Commencement Date and thereafter within thirty (30) days prior to the\nexpiration of each such policy, and, as often as any such policy shall expire or\nterminate. Renewal or additional policies shall be procured and maintained by\nTenant in like manner and to like extent;\n\n           (iii) shall contain a provision that the insurer will give to\nLandlord and such other parties in interest at least fifteen (15) days notice in\nwriting in advance of any material change, cancellation, termination or lapse,\nor the effective date of any reduction in the amounts of insurance; and\n\n                                      -5-\n\n \n           (iv)  shall be written as a primary policy which does not contribute\nto and is not in excess of coverage which Landlord may carry.\n\n       (c) In the event that Tenant shall fail to carry and maintain the\ninsurance coverages set forth in this Section 8, Landlord may upon thirty (30)\ndays notice to Tenant (unless such coverages will lapse in which event no such\nnotice shall be necessary) procure such policies of insurance and Tenant shall\npromptly reimburse Landlord therefor.\n\n       (d) Any insurance provided for in Section 8(a) may be maintained by\nmeans of a policy or policies of blanket insurance, covering additional items or\nlocations or insureds, provided, however, that:\n\n          (i)  Landlord and any Mortgagee (as defined in Section 24) shall be\nnamed as an additional insured thereunder as its interest may appear, and\n\n          (ii) the requirements set forth in this Section 8 are otherwise \nsatisfied.\n\n       (e) Landlord covenants and agrees that, from and after the Lease\nCommencement Date, Landlord will carry and maintain the following types of\ninsurance (with all premium costs related thereto being included in Operating\nExpenses), in the form and with amounts of coverage as hereinafter required:\n\n           (i)   Liability insurance in the commercial general liability form, \ncovering the Building and the Land, against claims for personal injury or death\nand property damage upon, in or about the Land and the Building, such Insurance\nto be written on an occurrence basis (not a claims made basis) with combined\nsingle limit coverage of not less than $3,000,000.00 and with a general\naggregate limit of not less than $5,000,000.00 for each policy year;\n\n           (ii)  insurance on the \"all-risk\" or equivalent form, on a \nreplacement cost basis, against loss or damage to the Building (excluding \nfoundation); and\n\n           (iii) rent loss insurance covering loss of rental income under this \nLease for a period of not less than twelve (12) months and such other insurance \nas Landlord reasonably deems necessary for prudent ownership and management of\nthe Building.\n\nAll policies of insurance required to be carried by Landlord pursuant to this\nSection 8(e) shall be issued by insurance companies with a rating of not less\nthan A+, with a financial size reasonably consistent with the size and nature\nof the risk being insured and licensed to do business in the State of Illinois.\nWith respect to each and every policy of insurance carried by Landlord pursuant\nto this subsection (e), Landlord shall, within ten (10) business days after\nreceipt of a written request from Tenant, deliver to Tenant a certificate\nevidencing the required coverage and containing a provision that each insurer\nwill give to Tenant at least thirty (30) days notice in writing in advance of\nany material change, cancellation, termination or lapse, or the effective date\nof any reduction in the amounts of insurance.\n\n       (f) Landlord and Tenant hereby waive any rights each may have against the\nother on account of any loss or damage occasioned to Landlord or Tenant, as the\ncase may be, their respective property, the Demised Premises, its contents or to\nthe other portions of the Building, arising from any risk covered by all risks\nfire and extended coverage insurance of the type and amount required to be \ncarried hereunder, provided that such waiver does not invalidate such policies \nor prohibit recovery thereunder. The parties hereto shall cause their respective\ninsurance companies insuring the property of either Landlord or Tenant against\nany such loss, to waive any right of subrogation that such insurers may have \nagainst Landlord or Tenant, as the case may be.\n\n   9. Utilities. During the Term, Tenant shall promptly pay as billed to Tenant\n      ---------\nall rents and charges for water and sewer services and all costs and charges for\ngas, steam, electricity, fuel, light, power, telephone, heat and any other\nutility or service used or consumed in or servicing the Demised Premises and all\nother costs and expenses involved in the care, management and use thereof. To\nthe extent reasonably possible, such utilities shall be separately metered and\nbilled to Tenant. Any utilities which are not separately metered shall be billed\nto Tenant by Landlord at Landlord's actual cost. In the event Tenant's use of\nany utility not metered is in excess of the average use by other tenants,\nLandlord shall have the right to install a meter for such utility, at Tenant's\nexpense, and bill Tenant for Tenant's actual use. If Tenant fails to pay any\nutility bills or charges, Landlord may, at its option and upon reasonable notice\nto Tenant, pay the same and in such event, the amount of such payment, together\nwith interest thereon at the Interest Rate as defined in Section 32 from the\ndate of such payment by Landlord, will be added to Tenant's next due payment as\nAdditional Rent.\n\n   10. Maintenance and Repairs.\n       -----------------------\n\n       (a) Tenant shall, at its own cost and expense, maintain in good condition\nand repair the interior of the Demised Premises, including but not limited to \nthe heating, air conditioning and ventilation systems, glass, windows and doors,\nsprinkler, all plumbing and sewage systems, fixtures, interior walls, floors\n(including floor slabs), ceilings, storefronts, plate glass, skylights, all\nelectrical\n\n                                      -6-\n\n \nfacilities and equipment including, without limitation, lighting fixtures,\nlamps, fans and any exhaust equipment and systems, electrical motors, and all\nother appliances and equipment (including, without limitation, dock levelers,\ndock shelters, dock seals and dock lighting) of every kind and nature located\nin, upon or about the Demised Premises, except as to such maintenance and\nrepair as is the obligation of Landlord pursuant to Section 10(b). During the \nTerm, Tenant shall maintain in full force and effect a service contract for the\nmaintenance of the heating, ventilation and air conditioning systems with an\nentity reasonably acceptable to Landlord. Tenant shall deliver to Landlord (i) a\ncopy of said service contract prior to the Lease Commencement Date, and (ii)\nthereafter, a copy of a renewal or substitute service contract within thirty\n(30) days prior to the expiration of the existing service contract. Tenant's\nobligation shall exclude any maintenance and repair required because of the act\nor negligence of Landlord, its employees, contractors or agents, which shall be\nthe responsibility of Landlord. Tenant shall not be required under any provision\nof this Lease to place the Demised Premises in better condition than the\ncondition in which the Demised Premises was delivered to Tenant.\n\n       (b) Landlord shall, at its own cost and expense, maintain in good\ncondition and repair the roof, foundation (beneath the floor slab) and\nstructural frame of the Building. Landlord's obligation shall exclude the cost\nof any maintenance or repair required because of the act or negligence of Tenant\nor Tenant's agents, contractors, employees and invitees (collectively, \"Tenant's\nAffiliates\"), the cost of which shall be the responsibility of Tenant.\n\n       (c) Unless the same is caused solely by the negligent action or inaction\nof Landlord, its employees or agents, and is not covered by the insurance\nrequired to be carried by Tenant pursuant to the terms of this Lease, Landlord\nshall not be liable to Tenant or to any other person for any damage occasioned\nby failure in any utility system or by the bursting or leaking of any vessel\nor pipe in or about the Demised Premises, or for any damage occasioned by water\ncoming into the Demised Premises or arising from the acts or neglects of\noccupants of adjacent property or the public.\n\n   11. Tenant's Personal Property; Indemnity. All of Tenant's personal property\n       -------------------------------------                                   \nin the Demised Premises shall be and remain at Tenant's sole risk. Landlord,\nits agents, employees and contractors, shall not be liable for, and Tenant\nhereby releases Landlord from, any and all liability for theft thereof or any\ndamage thereto occasioned by any act of God or by any acts, omissions or\nnegligence of any persons. Landlord and Tenant each hereby agrees to indemnify,\ndefend, protect and hold the other party harmless from and against any and all\nlosses, costs, liabilities, damages and expenses, including, but not limited to,\npenalties, fines, reasonable attorney's fees and costs actually incurred, but\nspecifically excluding consequential and indirect damages (collectively,\n\"Claims\"), to the extent such Claims (i) are caused or result from the\nactivities (including the negligence or willfulness conduct) of the indemnifying\nparty or its respective agents, contractors or employees in or on the Demised\nPremises, Building or Land, and (ii) are not insured (or required to be insured)\nby the indemnified party pursuant to the provisions of this Lease; provided,\nhowever, that the foregoing indemnity shall not extend to any Claims to the\nextent resulting from the negligence or willful misconduct of the indemnified\nparty. The foregoing mutual indemnity is intended to be consistent with the\nwaivers as set forth in Section 8(e) of this Lease, pursuant to which (A) each\nparty has waived its respective rights against the other party to the extent any\nlosses, damages or other Claims are insured or required to be insured under\nproperty damage policies by such party pursuant to the provisions of this Lease,\nand (B) has agreed to cause such party's respective insurance carrier to include\na waiver of subrogation (to the extent obtainable) in their respective property\ndamage insurance policies. The foregoing indemnities, and the waivers set forth\nin Section 8(e), are not intended to and shall not relieve any insurance carrier\nof its obligations to provide insurance coverage pursuant to insurance policies\nobtained pursuant to the provisions of this Lease. The provisions of this\nSection 11 shall survive the expiration or earlier termination of this Lease.\n\n   12. Tenant's Fixtures. Tenant shall have the right to install in the Demised\n       -----------------\nPremises trade fixtures required by Tenant or used by it in its business, and if\ninstalled by Tenant, to remove any or all such trade fixtures from time to time\nduring and upon termination or expiration of this Lease, provided no Event of\nDefault, as defined Section 22, then exists; provided, however, that Tenant \n                                             --------  -------\nshall repair and restore any damage or injury to the Demised Premises (to the\ncondition in which the Demised Premises existed prior to such installation)\ncaused by the installation and\/or removal of any such trade fixtures.\n\n   13. Signs.  No sign, advertisement or notice shall be inscribed, painted,\n       -----\naffixed, or displayed on the windows or exterior walls of the Demised Premises\nor on any public area of the Building, except in such places, numbers, sizes,\ncolors and styles as are approved in advance in writing by Landlord, which\napproval will not be unreasonably withheld, delayed or conditioned, and which\nconform to all applicable laws, ordinances, or covenants affecting the Demised\nPremises. Any and all signs installed or constructed by or on behalf of Tenant\npursuant hereto shall be installed, maintained and removed by Tenant at Tenant's\nsole cost and expense.\n\n   14. No Landlord's Lien. With the exception of any lien which Landlord may\n       ------------------                                                 \nobtain by virtue of a judgment against Tenant, Landlord hereby waives and\nreleases any lien or claim of lien, statutory or otherwise, which Landlord may\nbe entitled to assert under the laws of the state of Illinois upon or against\nany personal property and trade fixtures of Tenant situated in and upon the\nDemised Premises. Landlord acknowledges and agrees that Tenant will have the\nright to grant security interests to third parties in the personal property of\nTenant at the Demised Premises. Landlord waives its rights under the laws of the\nstate of Illinois to file or seek a distress or distraint levy or warrant with\nrespect to any personal property\n\n                                      -7-\n\n \nof Tenant at the Demised Premises which is subject to any form of security\ninterest held by a third party unrelated to Tenant.\n\n   15. Governmental Regulations. Tenant shall promptly comply throughout the\n       ------------------------                                             \nTerm, at Tenant's sole cost and expense, with all present and future laws,\nordinances, orders, rules, regulations or requirements of all federal, state and\nmunicipal governments and appropriate departments, commissions, boards and\nofficers thereof (collectively, \"Governmental Requirements\") relating to (a) all\nor any part of the Demised Premises, and (b) to the use or manner of use by\nTenant of the Demised Premises and the Building Common Area. Tenant shall also\nobserve and comply with the requirements of all policies of public liability,\nfire and other policies of insurance at any time in force with respect to the\nDemised Premises.\n\n   16. Environmental Matters.\n       ---------------------\n\n       (a) For purposes of this Lease:\n\n           (i)   \"Contamination\" as used herein means the presence of or release\nof Hazardous Substances (as hereinafter defined) into any environmental media\nfrom, upon, within, below, into or on any portion of the Demised Premises, the\nBuilding, the Building Common Area or the Project so as to require remediation,\ncleanup or investigation under any applicable Environmental Law (as hereinafter\ndefined).\n\n          (ii)  \"Environmental Laws\" as used herein means all federal, state,\nand local laws, regulations, orders, permits, ordinances or other requirements,\nwhich exist now or as may exist hereafter, concerning protection of human\nhealth, safety and the environment, all as may be amended from time to time.\n\n          (iii) \"Hazardous Substances\" as used herein means any hazardous or\ntoxic substance, material, chemical, pollutant, contaminant or waste as those\nterms are defined by any applicable Environmental Laws (including, without\nlimitation, the Comprehensive Environmental Response, Compensation and Liability\nAct, 42 U.S.C. 9601 et seq. (\"CERCLA\") and the Resource Conservation and\nRecovery Act, 42 U.S.C. 6901 et seq. [\"RCRA\"]) and any solid wastes,\npolychlorinated biphenyls, urea formaldehyde, asbestos, radioactive materials,\nradon, explosives, petroleum products and oil.\n\n       (b) Landlord represents that, except as revealed to Tenant in writing by\nLandlord, to Landlord's actual knowledge, Landlord has not treated, stored or\ndisposed of any Hazardous Substances upon or within the Demised Premises, nor,\nto Landlord's actual knowledge, has any predecessor owner of the Demised\nPremises.\n\n       (c) Tenant covenants that all its activities, and the activities of \nTenant's Affiliates (as defined in Section 10(b)), on the Demised Premises, \nthe Building, or the Project during the Term will be conducted in compliance\nwith Environmental Laws. Tenant warrants that it is currently in compliance with\nall applicable Environmental Laws and that there are no pending or threatened\nnotices of deficiency, notices of violation, orders, or judicial or\nadministrative actions involving alleged violations by Tenant of any\nEnvironmental Laws. Tenant, at Tenant's sole cost and expense, shall be\nresponsible for obtaining all permits or licenses or approvals under\nEnvironmental Laws necessary for Tenant's operation of its business on the\nDemised Premises and shall make all notifications and registrations required by\nany applicable Environmental Laws. Tenant, at Tenant's sole cost and expense,\nshall at all times comply with the terms and conditions of all such permits,\nlicenses, approvals, notifications and registrations and with any other\napplicable Environmental Laws. Tenant warrants that it has obtained all such\npermits, licenses or approvals and made all such notifications and registrations\nrequired by any applicable Environmental Laws necessary for Tenant's operation\nof its business on the Demised Premises.\n\n       (d) Tenant shall not cause or permit any Hazardous Substances to be\nbrought upon, kept or used in or about the Demised Premises, the Building, or\nthe Project without the prior written consent of Landlord, which consent shall\nnot be unreasonably withheld; provided, however, that the consent of Landlord \n                              --------  -------\nshall not be required for the use at the Demised Premises of cleaning supplies,\ntoner for photocopying machines and other similar materials, in containers and\nquantities reasonably necessary for and consistent with normal and ordinary use\nby Tenant in the routine operation or maintenance of Tenant's office equipment\nor in the routine janitorial service, cleaning and maintenance for the Demised\nPremises. For purposes of this Section 16, Landlord shall be deemed to have\nreasonably withheld consent if Landlord determines that the presence of such\nHazardous Substance within the Demised Premises could result in a risk of harm\nto person or property or otherwise negatively affect the value or marketability\nof the Building or the Project.\n\n       (e) Tenant shall not cause or permit the release of any Hazardous \nSubstances by Tenant or Tenant's Affiliates into any environmental media such as\nair, water or land, or into or on the Demised Premises, the Building or the\nProject in any manner that violates any Environmental Laws. If such release\nshall occur, Tenant shall (i) take all steps reasonably necessary to contain and\ncontrol such release and any associated Contamination, (ii) clean up or\notherwise remedy such release and any associated Contamination to the extent\nrequired by, and take any and all other actions required under,\n\n                                      -8-\n\n \napplicable Environmental Laws and (iii) notify and keep Landlord reasonably\ninformed of such release and response.\n\n       (f) Regardless of any consents granted by Landlord pursuant to Section\n16(d) allowing Hazardous Substances upon the Demised Premises, Tenant shall\nunder no circumstances whatsoever cause or permit (i) any activity on the\nDemised Premises which would cause the Demised Premises to become subject to\nregulation as a hazardous waste treatment, storage or disposal facility under\nRCRA or the regulations promulgated thereunder, (ii) the discharge of Hazardous\nSubstances into the storm sewer system serving the Project or (iii) the\ninstallation of any underground storage tank or underground piping on or under\nthe Demised Premises.\n\n       (g) Tenant shall and hereby does indemnify Landlord and hold Landlord\nharmless from and against any and all expense, loss, and liability suffered by\nLandlord (except to the extent that such expenses, losses, and liabilities arise\nout of Landlord's own negligence or willful act), by reason of the storage,\ngeneration, release, handling, treatment, transportation, disposal, or \narrangement for transportation or disposal, of any Hazardous Substances (whether\naccidental, intentional, or negligent) by Tenant or Tenant's Affiliates or by\nreason of Tenant's breach of any of the provisions of this Section 16. Such\nexpenses, losses and liabilities shall include, without limitation, (i) any and\nall expenses that Landlord may incur to comply with any Environmental Laws; (ii)\nany and all costs that Landlord may incur in studying or remedying any\nContamination at or arising from the Demised Premises, the Building, or the\nProject; (iii) any and all costs that Landlord may incur in studying, removing,\ndisposing or otherwise addressing any Hazardous Substances; (iv) any and all\nfines, penalties or other sanctions assessed upon Landlord; and (v) any and all\nlegal and professional fees and costs incurred by Landlord in connection with\nthe foregoing. The indemnity contained herein shall survive the expiration or\nearlier termination of this Lease.\n\n   17. Construction of Demised Premises.\n       --------------------------------\n\n       (a) Landlord will submit to Tenant, within ten (10) calendar days\nexecution of this Lease, a proposed floor plan for the interior of the Demised\nPremises. If Tenant does not approve the proposed floor plan within ten (10)\ncalendar days after receipt of the proposed plan or after the Lease Date, \nwhichever is later, each day that elapses after such tenth (10th) calendar day,\nuntil the approval is given by Tenant, will constitute a day of Tenant Delay.\nWithin ten (10) days after the date on which Landlord receives written approval\nfrom Tenant for such floor plan for the interior of the Demised Premises,\nLandlord shall prepare, at Landlord's sole cost and expense (provided that all\nsuch costs incurred and payable by Landlord to third parties shall be chargeable\nagainst the Maximum Construction Allowance), and submit to Tenant a set of plans\nand specifications and\/or construction drawings (collectively, the \"Plans and\nSpecifications\") based on the preliminary plans and specifications and\/or\npreliminary floor plans set forth on Exhibit C attached hereto and incorporated\n                                     ---------                                \nherein, covering all work to be performed by Landlord in constructing the\ninterior improvements for the Demised Premises. Tenant shall have five (5)\nbusiness days to approve the Plans and Specifications. A failure of any proposed\nplans or specifications to conform to Exhibit C shall be a proper basis for\n                                      ---------                          \ndisapproval. In the process of reviewing and approving the proposed Plans and\nSpecifications, Tenant shall not have the right to request any material change\nin scope of the work after final approval of the Plans and Specifications by\nTenant, any subsequent changes thereto requested by Tenant shall be at Tenant's\nsole cost and expense and subject to Landlord's written approval, which shall\nnot be unreasonably withheld, delayed or conditioned Landlord will, promptly\nafter receipt of the written approval of the Plans and Specifications by Tenant,\nsubmit to the Village of Bolingbrook, such applications as may be necessary to\nobtain all permits (collectively, the \"Permits\") required for the work\ncontemplated by the Plans and Specifications (which will include the Allowance\nWork). Landlord will diligently pursue issue of the Permits.\n\n       (b) Landlord shall, subject to the occurrence of Permitted Delay (as\ndefined in Section 17.1), use reasonable diligence to achieve Substantial\nCompletion (as defined in subsection (g), below) of the improvements\ncontemplated by the Plans and Specifications (the \"Landlord's Work\"), at\nLandlord's sole cost and expense (subject to the provisions of Section 4.1 and\nuse of the Maximum Construction Allowance for costs incurred by Landlord and\npayable to third parties), and have the Demised Premises ready for occupancy not\nlater than May 1, 1999. In the event Landlord fails to achieve Substantial\nCompletion not later than May 1, 1999 as extended by Permitted Delay, then, in\neither such event, this Lease shall remain in full force and effect and the \nLease Commencement Date and the Expiration Date shall be postponed one day for \neach day that Substantial Completion is delayed, until the Demised Premises are\nSubstantially Complete; provided, however, that if Landlord fails to achieve\nSubstantial Completion not later than September 1, 1999, as such date may be\nextended only by Tenant Delay (as defined in Section 17.1), Tenant will have\nthe right, as its sole remedy, to terminate this Lease by giving written notice\nto Landlord at any time prior to the occurrence of Substantial Completion. If\nTenant was entitled to give a notice of termination, but fails or elects not \nto do so, and Landlord achieves Substantial Completion, the right of Tenant to\nterminate this Lease pursuant to this subsection (b) will automatically expire.\n\n       (c) Upon Substantial Completion of the Demised Premises, a representative\nof Landlord and a representative of Tenant together shall inspect the Demised\nPremises and generate a punchlist of defective or uncompleted item, relating to\nthe completion of construction of the improvements within the Demised Premises.\nAfter such punchlist is prepared and agreed upon in writing\n\n                                      -9-\n\n \nby Landlord and Tenant (\"Punchlist\"), with each of Landlord and Tenant acting\nreasonably and in good faith. Landlord shall in accordance with the terms of \nthis Lease (i) within forty-five (45) calendar days thereafter complete such\nincomplete work and remedy such nonconforming or defective work as is set forth\non the Punchlist, in accordance with the Plans and Specifications, and which are\nof such a nature that completion thereof is reasonably practicable within forty-\nfive (45) days and (ii) complete all remaining items on the Punchlist with due\ndiligence and within a time period, as to each particular item, which is\nreasonable, giving due regard for the nature of the work to be performed.\n\n        (d) Upon acceptance of the Demised Premises by Tenant, Tenant shall\nexecute and deliver to Landlord a letter of acceptance confirming that the Lease\nCommencement Date and Base Rent Commencement Date, and Expiration Date remain as\nset forth in Section 1, or if revised pursuant to the terms hereof, setting\nforth such dates as so revised.\n\n        (e) Landlord shall, subject to the occurrence of Permitted Delay, use\nreasonable diligence to achieve Partial Completion (as defined in Subsection\n(f), below) of the Landlord's Work not later than April 1, 1999; provided that\nLandlord shall not incur any penalty or liability as a result of a failure to\nachieve Partial Completion by such date. Tenant shall have the right, upon the\noccurrence of Partial Completion, to enter the Demised Premises in order to\ninstall racking and otherwise prepare the Demised Premises for occupancy. In\nconnection with such entry, (i) Tenant shall comply with all terms and\nconditions of this Lease other than the obligation to pay rent, (ii) Tenant\nshall not interfere with Landlord's completion of the Demised Premises and (iii)\nTenant shall not begin operation of its business or store any inventory or\nequipment.\n\n       (f) For purposes of this Lease, the term \"Substantial Completion\" shall\nmean completion of construction of the Landlord's Work in accordance with the\nPlans and Specifications, subject only to Punchlist items established pursuant\nto Section 17(c), so that Tenant can lawfully occupy and conduct its business at\nthe Demised Premises, as evidenced by the delivery by Landlord to Tenant of a\ncertificate of occupancy (or temporary certificate of occupancy or its\nequivalent) for the Demised Premises issued by the appropriate governmental\nauthority. In the event Substantial Completion is delayed because of Tenant\nDelay (as defined in Section 17.1), then Substantial Completion shall, for the\npurpose of establishing the Lease Commencement Date, be deemed to mean the date\nwhen Substantial Completion would have been achieved but for such Tenant Delay.\nFor purposes of this Lease, the term \"Partial Completion\" shall mean completion\nof Landlord's Work to the following extent: sufficient completion of the\nwarehouse to allow installation of racking.\n\n       (g) Landlord hereby warrants to Tenant that the materials and equipment\nfurnished by Landlord's contractors in the completion of the Improvements will\nbe of good quality and new, that during the one (1) year period following the\nLease Commencement Date, such materials and equipment and the work of such\ncontractors shall be free from defects not inherent in the quality required or\npermitted hereunder, that such work will conform to the Plans and Specifications\nand that such work will conform to applicable codes, laws and regulations of\ngovernmental authorities in effect on the date of Substantial Completion. This\nwarranty shall exclude damages or defects caused by Tenant or Tenant's\nAffiliates, improper or insufficient maintenance, improper operation, or normal\nwear and tear under normal usage.\n\n       17.1 Delay.\n            -----\n\n       (a) With respect to the provisions (collectively \"Construction\nProvisions\") of this Lease which govern (i) construction of the Demised Premises\nand (ii) restoration of the Demised Premises after the occurrence of a casualty\nor condemnation, neither Landlord nor Tenant shall be liable to the other nor\nshall either be deemed to be in default under this Lease for any failure or\ndelay in performance of such party's obligations if and only to the extent such\nfailure or delay is caused by any \"Permitted Delay\", as defined in this Section\n17.1, and subject in each instance to all the requirements of this Section 17.1.\nUnless this Lease specifically provides otherwise, any such performance or time\nfor performance shall be extended for the period of any Permitted Delay,\nprovided the party claiming the benefit of the Permitted Delay adheres to the\nrequirements of this Section 17.1.\n\n       (b) An event or occurrence constituting a Permitted Delay shall include\nany of the following (provided, however, that the events set forth in the\nfollowing subsections (i), (ii) and (iii) shall not constitute a Permitted Delay\nfor Tenant nor extend the Lease Commencement Date):\n\n           (i) any act or neglect of Tenant or of any contractor or\nrepresentative or employee employed or controlled by Tenant to the extent\nactually causing a delay in performance by Landlord of its obligations under\nthis Lease;\n\n           (ii) any failure of Tenant to provide Landlord with any required\ndocuments, specifications, consents or approvals within the time limitations set\nforth in this Lease;\n\n           (iii) any change in the Landlord's Work requested by Tenant after\nfinal approval by Tenant of the Plans and Specifications which provides for an\nextension of time for\n\n                                      -10-\n\n \nperformance by Landlord (the events described in the foregoing (i), (ii) and \n(iii) are sometimes referred to collectively as \"Tenant Delay\");\n\n           (iv)   confiscation or requisitioning of facilities or inability to\nsecure materials or labor solely as a result of an act, order or regulation of \nany governmental authority;\n\n           (v)    civil disturbances or acts of declared or undeclared war or \nthe public enemy;\n\n           (vi)   strikes or other labor troubles;\n\n           (vii)  casualty or condemnation;\n\n           (viii) floods or earthquakes; and\n\n           (ix)   adverse weather conditions.\n\n       (c) The party claiming a Permitted Delay shall endeavor to use\nreasonable efforts to perform in spite of the Permitted Delay; provided that\nsuch reasonable efforts shall not require the incurring of any additional\nexpense or liability.\n\n       (d) This Section 17.1 shall apply only to the Construction Provisions and\nno other provision of this Lease.\n\n   18. Tenant Alterations and Additions.\n       --------------------------------\n\n       (a) Tenant shall not make or permit to be made any alterations,\nimprovements, or additions to the Demised Premises (a \"Tenant's Change\"),\nwithout first obtaining on each occasion Landlord's prior written consent (which\nconsent Landlord agrees not to unreasonably withhold) and Lender's prior written\nconsent (if such consent is required). As part of its approval process, Landlord\nmay require that Tenant submit plans and specifications to Landlord, for\nLandlord's approval or disapproval, which approval shall not be unreasonably\nwithheld. All Tenant's Changes shall be performed in accordance with all legal\nrequirements applicable thereto and in a good and workmanlike manner with first-\nclass materials. Tenant shall maintain insurance reasonably satisfactory to\nLandlord during the construction of all Tenant's Changes. If Landlord at the\ntime of giving its approval to any Tenant's Change notifies Tenant in writing\nthat approval is conditioned upon restoration, then Tenant shall, at its sole\ncost and expense and upon the termination or expiration of this Lease, remove\nthe same and restore the Demised Premises to its condition prior to such\nTenant's Change. No Tenant's Change shall be structural in nature or impair the\nstructural strength of the Building or reduce its value. Tenant shall pay the\nfull cost of any Tenant's Change and shall give Landlord such reasonable\nsecurity as may be requested by Landlord to insure payment of such cost. Except\nas otherwise provided herein and in Section 12, all Tenant's Changes and all\nrepairs and all other property attached to or installed on the Demised Premises\nby or on behalf of Tenant shall immediately upon completion or installation\nthereof be and become part of the Demised Premises and the property of Landlord\nwithout payment therefor by Landlord and shall be surrendered to Landlord upon\nthe expiration or earlier termination of this Lease.\n\n       (b) To the extent permitted by law, all of Tenant's contracts and\nsubcontracts for such Tenant's Changes shall provide that no lien shall attach\nto or be claimed against the Demised Premises or any interest therein other than\nTenant's leasehold interest in the Demised Premises, and that all subcontracts\nlet thereunder shall contain the same provison. Whether or not Tenant furnishes\nthe foregoing, Tenant agrees to hold Landlord harmless against all liens, claims\nand liabilities of every kind, nature and description which may arise out of or\nin any way be connected with such work. Tenant shall not permit the Demised\nPremises to become subject to any mechanics', laborers' or materialmen's lien on\naccount of labor, material or services furnished to Tenant or claimed to have\nbeen furnished to Tenant in connection with work of any character performed or\nclaimed to have been performed for the Demised Premises by, or at the direction\nor sufferance of Tenant and if any such liens are filed against the Demised\nPremises, Tenant shall promptly discharge the same; provided, however, that \n                                                    --------  -------\nTenant shall have the right to contest, in good faith and with reasonable\ndiligence, the validity of any such lien or claimed lien if Tenant shall give\nto Landlord, within fifteen days after demand, such security as may be\nreasonably satisfactory to Landlord to assure payment thereof and to prevent any\nsale, foreclosure, or forfeiture of Landlord's interest in the Demised Premises\nby reason of non-payment thereof, provided further that on final determination\nof the lien or claim for lien, Tenant shall immediately pay any judgment\nrendered, with all proper costs and charges, and shall have the lien released\nand any judgment satisfied. If Tenant fails to post such security or does not\ndiligently contest such lien, Landlord may, without investigation of the\nvalidity of the lien claim, discharge such lien and Tenant shall reimburse\nLandlord upon demand for all costs and expenses incurred in connection\ntherewith, which expenses shall include any attorneys' fees, paralegals' fees\nand any and all costs associated therewith, including litigation through all\ntrial and appellate levels and any costs in posting bond to a discharge or\nrelease of the lien. Nothing contained in this Lease shall be construed as a\nconsent on the part of Landlord to subject the Demised Premises to liability\nunder any lien law now or hereafter existing of the state in which the Demised\nPremises are located.\n\n                                      -11-\n\n \n   19. Services by Landlord. Landlord shall be responsible for providing for\n       --------------------\nmaintenance of the Building Common Area, and, except as required by Section\n10(b) hereof, Landlord shall be responsible for no other services whatsoever.\nTenant, by payment of Tenant's share of the Operating Expenses, shall pay\nTenant's pro rata share of the expenses incurred by Landlord hereunder.\n\n   20. Fire and Other Casualty. In the event the Demised Premises are damaged by\n       -----------------------                                                \nfire or other casualty insured by Landlord, Landlord agrees to promptly restore\nand repair the Demised Premises at Landlord's expense, including the\nImprovements to be insured by Tenant but only to the extent Landlord receives\ninsurance proceeds therefor, including the proceeds from the insurance required\nto be carried by Tenant on the improvements. Notwithstanding the foregoing, in\nthe event that the Demised Premises are (i) in the reasonable opinion of\nLandlord, so destroyed that they cannot be repaired or rebuilt within one \nhundred eighty (180) days after the date of such damage; or (ii) destroyed by a\ncasualty which is not covered by Landlord's insurance, or if such casualty is\ncovered by Landlord's insurance but Lender or other party entitled to insurance\nproceeds fails to make such proceeds available to Landlord in an amount\nsufficient for restoration of the Demised Premises, then Landlord shall give \nwritten notice to Tenant of such determination (the \"Determination Notice\")\nwithin sixty (60) days of such casualty. Either Landlord or Tenant may terminate\nand cancel this lease effective as of the date of such casualty by giving\nwritten notice to the other party within thirty (30) days after Tenant's receipt\nof the Determination Notice. Upon the giving of such termination notice, all\nobligations hereunder with respect to periods from and after the effective date\nof termination shall thereupon cease and terminate. If no such termination\nnotice is given, Landlord shall, to the extent of the available insurance\nproceeds, make such repair and restoration of the Demised Premises to the\napproximate condition existing prior to such casualty, promptly and in such\nmanner as not to unreasonably interfere with Tenant's use and occupancy of the\nDemised Premises (if Tenant is still occupying the Demised Premises). Base Rent\nand Additional Rent shall proportionately abate during the time that the Demised\nPremises or any part thereof are unusable by reason of any such damage thereto.\n\n\n   21. Condemnation.\n       ------------\n\n       (a) If all of the Demised Premises is taken or condemned for a public or\nquasi-public use, or if a material portion of the Demised Premises is taken or\ncondemned for a public or quasi-public use and the remaining portion thereof is\nnot usable by Tenant in the reasonable opinion of Landlord, this Lease shall\nterminate as of the earlier of the date title to the condemned real estate vests\nin the condemnor or the date on which Tenant is deprived of possession of the\nDemised Premises. In such event, the Base Rent herein reserved and all\nAdditional Rent and other sums payable hereunder shall be apportioned and paid\nin full by Tenant to Landlord to that date, all Base Rent, Additional Rent and\nother sums payable hereunder prepaid for periods beyond that date shall\nforthwith be repaid by Landlord to Tenant, and neither party shall thereafter\nhave any liability hereunder, except that any obligation or liability of either\nparty, actual or contingent, under this Lease which has accrued on or prior to\nsuch termination date shall survive.\n\n       (b) If only part of the Demised Premises is taken or condemned for a\npublic or quasi-public use and this Lease does not terminate pursuant to Section\n21(a), Landlord shall, to the extent of the award it receives, restore the\nDemised Premises to a condition and to a size as nearly comparable as reasonably\npossible to the condition and size thereof immediately prior to the taking, and\nthere shall be an equitable adjustment to the Base Rent and Additional Rent\nbased on the loss of use of the Demised Premise suffered by Tenant as a result\nof the taking.\n\n       (c) Landlord shall be entitled to receive the entire award in any\nproceeding with respect to any taking provided for in this Section 21, without\ndeduction therefrom for any estate vested in Tenant by this Lease, and Tenant\nshall receive no part of such award. Nothing herein contained shall be deemed to\nprohibit Tenant from making a separate claim, against the condemnor, to the\nextent permitted by law, for the value of Tenant's moveable trade fixtures,\nmachinery and moving expenses, provided that the making of such claim shall not\nand does not adversely affect or diminish Landlord's award.\n\n   22. Tenant's Default.\n       ----------------\n\n       (a) The occurrence of any one or more of the following events shall\nconstitute an \"Event of Default\" of Tenant under this Lease:\n\n          (i) if Tenant fails to pay Base Rent or any Additional Rent hereunder\nas and when such rent becomes due and such failure shall continue for more than\nten (10) days after Landlord gives written notice to Tenant of such failure;\n\n          (ii) if a lien held by a person claiming through or under Tenant is\nfiled against the Demised Premises and Tenant fails to discharge or bond such \nlien, or post security with Landlord acceptable to Landlord within thirty (30) \ndays after receipt by Tenant of written notice thereof;\n\n          (iii) if Tenant fails to maintain in force all policies of insurance \nrequired by this Lease and such failure shall continue for more than ten (10) \ndays after Landlord gives Tenant written notice of such failure;\n\n                                      -12-\n\n \n          (iv)   if any petition is filed by or against Tenant or any guarantor\nof this Lease under any present or future section or chapter of the Bankruptcy\nCode, or under any similar law or statute of the United States or any state\nthereof (which, in the case of an involuntary proceeding, is not permanently\ndischarged, dismissed, stayed, or vacated, as the case may be, within sixty (60)\ndays of commencement), or if any final order for relief shall be entered against\nTenant or any guarantor of this Lease in any such proceedings;\n\n          (v)   if Tenant or any guarantor of this Lease becomes insolvent or\nmakes a transfer in fraud of creditors or makes an assignment for the benefit of\ncreditors;\n\n          (vi)  if a receiver, custodian, or trustee is appointed for the\nDemised Premises or for all or substantially all of the assets of Tenant or of\nany guarantor of this Lease, which appointment is not vacated within sixty (60)\ndays following the date of such appointment; or\n\n          (vii) if Tenant fails to perform or observe any other term of this\nLease and such failure shall continue for more than thirty (30) days after\nLandlord gives Tenant written notice of such failure, or, if such failure cannot\nbe corrected within such thirty (30) day period, if Tenant does not commence to\ncorrect such default within said thirty (30) day period and thereafter\ndiligently prosecute the correction of same to completion within a reasonable\ntime.\n\n       (b) Upon the occurrence of any one or more Events of Default, Landlord\nmay, at Landlord's option, without any demand or notice whatsoever (except as\nexpressly required in this Lease):\n\n          (i)   Terminate this Lease by giving Tenant written notice of\ntermination, in which event this Lease shall expire and terminate on the date\nspecified in such notice of termination and all rights of Tenant under this\nLease and in and to the Demised Premises shall terminate. Tenant shall remain\nliable for all obligations under this Lease arising up to the date of such\ntermination, and Tenant shall surrender the Demised Premises to Landlord on the\ndate specified in such notice; or\n\n          (ii)  Terminate this Lease as provided in Section 22(b)(i) hereof and\nrecover from Tenant all damages Landlord may incur by reason of Tenant's\ndefault, including, without limitation, an amount which, at the date of such\ntermination, is calculated as follows: (1) the value of the excess, if any, of\n(A) the Base Rent, Additional Rent and all other sums which would have been\npayable hereunder by Tenant for the period commencing with the day following the\ndate of such termination and ending with the Expiration Date had this Lease not\nbeen terminated (the \"Remaining Term\"), over (B) the aggregate reasonable rental\nvalue of the Demised Premises for the Remaining Term (which excess, if any shall\nbe discounted to present value at the \"Treasury Yield\" as defined below for the\nRemaining Term); plus (2) the costs of recovering possession of the Demised\n                 ----\nPremises and all other expenses actually incurred by Landlord due to Tenant's\ndefault, including, without limitation, reasonable attorney's fees; plus (3) the\n                                                                    ----\nunpaid Base Rent and Additional Rent earned as of the date of termination plus\nany interest and late fees due hereunder, plus other sums of money and damages\nowing on the date of termination by Tenant to Landlord under this Lease or in\nconnection with the Demised Premises. The amount as calculated above shall be\ndeemed immediately due and payable. The payment of the amount calculated in\nsubparagraph (ii)(1) shall not be deemed a penalty but shall merely constitute\npayment of liquidated damages, it being understood and acknowledged by Landlord\nand Tenant that actual damages to Landlord are extremely difficult, if not\nimpossible, to ascertain. \"Treasury Yield\" shall mean the rate of return in\npercent per annum of Treasury Constant Maturities for the length of time\nspecified as published in document H. 15(519) (presently published by the Board\nof Governors of the U.S. Federal Reserve System titled \"Federal Reserve\nStatistical Release\") for the calendar week immediately preceding the calendar\nweek in which the termination occurs. If the rate of return of Treasury Constant\nMaturities for the calendar week in question is not published on or before the\nbusiness day preceding the date of the Treasury Yield in question is to became\neffective, then the Treasury Yield shall be based upon the rate of return of\nTreasury Constant Maturities for the length of time specified for the most\nrecent calendar week for which such publication has occurred. If no rate of\nreturn for Treasury Constant Maturities is published for the specific length of\ntime specified, the Treasury Yield for such length of time shall be the weighted\naverage of the rates of return of Treasury Constant Maturities most nearly\ncorresponding to the length of the applicable period specified. If the\npublishing of the rate of return of Treasury Constant Maturities is ever\ndiscontinued, then the Treasury Yield shall be based upon the index which is\npublished by the Board of Governors of the U.S. Federal Reserve System in\nreplacement thereof or, if no such replacement index is published, the index\nwhich, in Landlord's reasonable determination, most nearly corresponds to the\nrate of return of Treasury Constant Maturities. In determining the aggregate\nreasonable rental value pursuant to subparagraph (ii)(1)(B) above, the parties\nhereby agree that, at the time Landlord seeks to enforce this remedy, all\nrelevant factors should be considered, including, but not limited to, (a) the\nlength of time remaining in the Term, (b) the then current market conditions in\nthe general area in which the Building is located, (c) the likelihood of\nreletting the Demised Premises for a period of time equal to the remainder of\nthe Term, (d) the net effective rental rates then being obtained by landlords\nfor similar type space of similar size in similar type buildings in the general\narea in which the Building is located, (e) the vacancy levels in the general\narea in which the Building is located, (f) current levels of new construction\nthat will be completed during the remainder of the Term and how this\nconstruction will likely affect vacancy rates and rental rates and (g)\ninflation; or\n                                      -13-\n\n \n          (iii) Without terminating this Lease, in its own name but as agent for\nTenant, enter into and upon and take possession of the Demised Premises or any\npart thereof. Upon written notice to Tenant and upon process of law, any\nproperty remaining in the Demised Premises may be removed and stored in a\nwarehouse or elsewhere at the cost of, and for the account of, Tenant without\nLandlord being deemed guilty of trespass or becoming liable for any loss or\ndamage which may be occasioned thereby unless caused by Landlord's negligence or\nmisconduct. Thereafter, Landlord may, but shall not be obligated to, lease to a\nthird party the Demised Premises or any portion thereof as the agent of Tenant\nupon such terms and conditions as Landlord may reasonably deem necessary or\ndesirable in order to relet the Demised Premises. The remainder of any rentals\nreceived by Landlord from such reletting, after the payment of any indebtedness\ndue hereunder from Tenant to Landlord, and the payment of any costs and expenses\nof such reletting, shall be held by Landlord to the extent of and for\napplication in payment of future rent owed by Tenant, if any, as the same may\nbecome due and payable hereunder. If such rentals received from such reletting\nshall at any time or from time to time be less than sufficient to pay to\nLandlord the entire sums then due from Tenant hereunder, Tenant shall pay any\nsuch deficiency to Landlord. Notwithstanding any such reletting without\ntermination, Landlord may at any time thereafter elect to terminate this Lease\nfor any such previous default provided same has not been cured; or\n\n          (iv) Without terminating this Lease, and with or without notice to\nTenant, enter into and upon the Demised Premises in a lawful manner and, without\nbeing liable for prosecution or any claim for damages therefor, maintain the\nDemised Premises and repair or replace any damage thereto or do anything or make\nany payment for which Tenant is responsible hereunder. Tenant shall reimburse\nLandlord immediately upon demand for any reasonable expenses which Landlord\nincurs in thus effecting Tenant's compliance under this Lease and Landlord shall\nnot be liable to Tenant for any damages with respect thereto; or\n\n          (v) With or without terminating this Lease, allow the Demised \nPremises to remain unoccupied and collect rent from Tenant as it comes due;\nprovided, however, that nothing contained in this Lease will relieve Landlord of\nits obligations under the laws of the State of Illinois to mitigate the damages\nwhich may be suffered by Landlord as a result of an Event of Default or\n\n          (vi) Pursue such other remedies as are available at law or equity.\n\n       (c) If this Lease shall terminate as a result of or while there exists an\nEvent of Default hereunder, any funds of Tenant held by Landlord may be applied\nby Landlord to any damages payable by Tenant (whether provided for herein or by\nlaw) as a result of such termination or default.\n\n       (d) Neither the commencement of any action or proceeding, nor the\nsettlement thereof, nor entry of judgment thereon shall bar Landlord from\nbringing subsequent actions or proceedings from time to time, nor shall the\nfailure to include in any action or proceeding any sum or sums then due be a bar\nto the maintenance of any subsequent actions or proceedings for the recovery of\nsuch sum or sums so omitted.\n\n       (e) No agreement to accept a, surrender of the Demised Premises and no\nact or omission by Landlord or Landlords agents during the Term shall constitute\nan acceptance or surrender of the Demised Premises unless made in writing and\nsigned by Landlord. No re-entry or taking possession of the Demised Premises by\nLandlord shall constitute an election by Landlord to terminate this Lease unless\na written notice of such intention is given to Tenant. No provision of this\nLease shall be deemed to have been waived by either party unless such waiver is\nin writing and signed by the party making such waiver. Landlord's acceptance of\nBase Rent or Additional Rent in full or in part following an Event of Default\nhereunder shall not be construed as a waiver of such Event of Default. No custom\nor practice which may grow up between the parties in connection with the terms\nof this Lease shall be construed to waive or lessen either party's right to\ninsist upon strict performance of the terms of this Lease, without a written\nnotice thereof to the other party.\n\n       (f) If an Event of Default shall occur, Tenant shall pay to Landlord, on\ndemand, all reasonable expenses incurred by Landlord as a result thereof,\nincluding reasonable attorneys' fees, court costs and expenses actually \nincurred.\n\n   22.1 Landlord Default. If Landlord fails to perform or observe or \n        ----------------                                                   \notherwise breaches any term of this Lease and such failure shall continue for\nmore than thirty (30) days after Tenant gives Landlord written notice of such\nfailure, or, if such failure does not arise out of a failure by Landlord to pay\na sum of money and cannot reasonably be corrected within such 30-day period, if\nLandlord does not commence to correct such default within such 30-day period and\nthereafter diligently prosecute the correction of same to completion within a\nreasonable time, a \"Landlord Event of Default\" shall exist under this Lease.\nUpon the occurrence of a Landlord Event of Default, Tenant may at Tenant's\noption, cure the Landlord Event of Default and the actual cost of such cure\nshall be payable by Landlord to Tenant within thirty (30) calendar days after\nwritten demand; provided, however, that if a failure by Landlord to perform or\nobserve any term of this Lease gives rise to circumstances or conditions which\nconstitute an emergency threatening human health or safety or substantial damage\nto the Demised Premises or Tenant's personal property, or materially impeding\nthe conduct of the business of Tenant at the Demised Premises, Tenant shall be\nentitled to take immediate curative action (prior to the expiration of any\nnotice and cure period set forth above) to the extent necessary to eliminate the\nemergency. If Landlord does not pay to Tenant the\n\n                                      -14-\n\n \namount of such cost, upon written demand, Tenant may set off such cost against\ninstallments of Base Rent or other amounts due Landlord under this Lease. Such\ncost must be reasonably incurred and must not exceed the scope of the Landlord\nEvent of Default in question, and if such costs are chargeable as a result of\nlabor or materials provided directly by Tenant, rather than by unrelated third\nparties, the costs shall not exceed the amount which would have been charged by\na qualified third party unrelated to Tenant. The quality of all work performed\nby Tenant must equal or exceed the quality of Landlord's Work. Such costs must\nbe reasonably documented and copies of such documentation must be delivered to\nLandlord with the written demand for reimbursement. Tenant shall be permitted to\ncontinue to set off against succeeding installments of Base Rent until the total\namount of such cost actually incurred by Tenant has been recovered by Tenant. If\nTenant elects to exercise its right of set-off, as provided in this Section\n22.1, such set-off is intended to be the exclusive remedy available to Tenant\nwith respect to the Landlord Event of Default which gave rise to the set-off.\nAccordingly, once Tenant has fully set off all of the permissible cost of curing\nthe Landlord Event of Default, Landlord shall no longer be deemed to be in\ndefault under this Lease with respect to the Landlord Event of Default that was\nthe subject of the set off. Nothing contained in this Section 22.1 shall create\nor imply the existence of any obligation by Tenant to cure any Landlord Event of\nDefault.\n\n   23. Landlord's Right of Entry. Tenant agrees to permit Landlord and the\n       -------------------------\nauthorized representatives of Landlord and of Lender to enter upon the Demised\nPremises at all reasonable times for the purposes of inspecting the Demised\nPremises and Tenant's compliance with this Lease, and making any necessary\nrepairs thereto; provided that, except in the case of an emergency, Landlord\nshall give Tenant reasonable prior notice of Landlord's intended entry upon the\nDemised Premises. Nothing herein shall imply any duty upon the part of Landlord\nto do any work required of Tenant hereunder, and the performance thereof by\nLandlord shall not constitute a waiver of Tenant's default in failing to perform\nit. Landlord shall not be liable for inconvenience, annoyance, disturbance or\nother damage to Tenant by reason of making such repairs or the performance of\nsuch work in the Demised Premises or on account of bringing materials, supplies\nand equipment into or through the Demised Premises during the course thereof,\nand the obligations of Tenant under this Lease shall not thereby be affected;\nprovided, however, that Landlord shall use reasonable efforts not to disturb or\n--------  -------\notherwise interfere with Tenant's operations in the Demised Premises in making\nsuch repairs or performing such work. Landlord also shall have the right to\nenter the Demised Premises at all reasonable times to exhibit the Demised\nPremises to any prospective purchaser, mortgagee or tenant thereof.\n\n   24. Lender's Rights.\n       ---------------\n       (a) Subject to all the provisions of this Section 24, this Lease may be\neither superior or subordinate to any \"Mortgage\". The term \"Mortgage\", as used \nin this Lease, shall mean any and all mortgages, deeds to secure debt, deeds of\ntrust, or other instruments creating a lien or conveying a security title at \nany time and from time to time, granted by Landlord and affecting or \nencumbering the title of Landlord to the Demised Premises or this Lease. \nThe term \"Mortgagee\" refers to the holder of the Mortgage. Landlord shall have\nno right to grant to any Mortgagee in any Mortgage any rights which, if\nexercised, would violate the obligations of Landlord or the rights of Tenant\nunder this Lease. Landlord hereby warrants to Tenant that, on the Lease Date,\nthe Demised Premises will not be subject to any Mortgage.\n\n       (b) Unless this Lease is subordinated to a Mortgage pursuant to Section\n24(c), this Lease shall be superior to such Mortgage. Upon the request by any\nMortgagee, Tenant shall execute and deliver a written instrument, in a form\nacceptable for recording in the real estate records of Will County, Illinois,\nrecognizing that this Lease is superior to the Mortgage held by the requesting\nMortgagee and that, upon foreclosure of or exercise of the power of sale\ncontained in the Mortgage, Tenant shall recognize and attorn to the purchaser at\nthe foreclosure sale as the Landlord under this Lease, subject to all the terms\nand provisions of this Lease. If a Mortgage is subordinate to this Lease, any\nperson who becomes the holder of the interest of the Landlord by virtue of\nforeclosure of the Mortgage shall be subject to and bound by all the provisions\nof this Lease.\n\n       (c) Landlord hereby warrants and represents to Tenant that, as of the\nLease Date, there will be no Mortgage encumbering the Demised Premises. If any\nfuture Mortgagee desires for this Lease to be subordinate to its Mortgage,\nTenant agrees that it shall subordinate this Lease by execution and delivery of\na Subordination, Non-Disturbance and Attornment Agreement in the form attached\nto this Lease as Exhibit \"D\" and by this reference made a part hereof in\nrecordable form; provided, however, that to be effective such Agreement must be\nfully executed and delivered by all parties thereto.\n\n   25. Estoppel Certificate. Landlord and Tenant agree, at any time, and from \n       --------------------\ntime to time, within fifteen (15) days after written request of the other, to\nexecute, acknowledge and deliver a statement in writing in recordable form to\nthe requesting party and\/or its designee certifying that: (i) this Lease is\nunmodified and in full force and effect (or, if there have been modifications,\nthat the same is in full force and effect, as modified), (ii) the dates to which\nBase Rent, Additional Rent and other charges have been paid, (iii) whether or\nnot, to the best of its knowledge, there exists any failure by the requesting\nparty to perform any term, covenant or condition contained in this Lease, and,\nif so, specifying each such failure, (iv) (if such be the case) Tenant has\nunconditionally accepted the Demised Premises and is conducting its business\ntherein, and (v) and as to such additional matters as may be requested, it being\nintended that any\n                                      -15-\n\n \nsuch statement delivered pursuant hereto may be relied upon by the requesting\nparty and by any purchaser of title to the Demised Premises or by any mortgagee\nor any assignee thereof or any party to any sale-leaseback of the Demised\nPremises, or the landlord under a ground lease affecting the Demised Premises.\n\n   26. Landlord Liability. No owner of the Demised Premises, whether or not \n       ------------------                                                       \nnamed herein, shall have liability hereunder after it ceases to hold title to\nthe Demised Premises. Neither Landlord nor any officer, director, shareholder,\npartner or principal of Landlord, whether disclosed or undisclosed, shall be\nunder any personal liability with respect to any of the provisions of this\nLease. In the event Landlord is in breach or default with respect to Landlord's\nobligations or otherwise under this Lease, Tenant shall look solely to the\nequity of Landlord in the Building for the satisfaction of Tenant's remedies. It\nis expressly understood and agreed that Landlord's liability under the terms,\ncovenants, conditions, warranties and obligations of this Lease shall in no\nevent exceed the loss of Landlord's equity interest in the Building. Landlord\nhereby warrants to Tenant that, as of the Lease Date, the Demised Premises are\nnot subject to a Mortgage and that Landlord will not, prior to the occurrence of\nSubstantial Completion, grant a Mortgage encumbering the Demised Premises.\nNothing in this Section 26 will create or imply any restriction on the right of\nLandlord to grant Mortgages after the occurrence of Substantial Completion.\n\n   26.1 If Landlord fails to observe and perform its obligations under Section\n17 of this Lease with respect to the design, construction and delivery of the\nDemised Premises and the attainment of Substantial Completion of the Demised\nPremises, and such failure becomes a Landlord Event of Default, Tenant shall\nhave the right, in addition to the rights otherwise available to Tenant as a\nresult of the occurrence of a Landlord Event of Default, to file an action\nagainst Landlord in any court in the state of Illinois having jurisdiction\nseeking to compel specific performance by Landlord of such obligations. Any\njudgment obtained by Tenant enforcing specific performance of such obligations\nmay be enforced against Landlord without regard for the limitations otherwise\napplicable under Section 26. Any judgment for damages, however, even if arising\nout of the same cause of action, will continue to be subject to the limitations\nimposed by Section 26. This Section 26.1 shall automatically terminate upon the\noccurrence of Substantial Completion of the Demised Premises in accordance with\nSection 17.\n\n   27. Notices. Any notice required or permitted to be given or served by either\n       -------\nparty to this Lease shall be deemed given when made in writing, and either (i)\npersonally delivered, (ii) deposited with the United States Postal Service,\npostage prepaid, by registered or certified mail, return receipt requested, or\n(iii) delivered by licensed overnight delivery service providing proof of\ndelivery, properly addressed to the address set forth in Section 1(m) (as the\nsame may be changed by giving written notice of the aforesaid in accordance with\nthis Section 27). If any notice mailed is properly addressed with appropriate\npostage but returned for any reason, such notice shall be deemed to be effective\nnotice and to be given on the date of mailing.\n\n   28. Brokers. Tenant represents and warrants to Landlord that, except for \n       -------\nthose parties set forth in Section 1(o) (the \"Brokers\"), Tenant has not engaged\nor had any conversations or negotiations with any broker, finder or other third\nparty concerning the leasing of the Demised Premises to Tenant who would be\nentitled to any commission or fee based on the execution of this Lease. Landlord\nacknowledges and agrees that Landlord is obligated to pay the Brokers any\ncommission due Brokers in connection with this Lease pursuant to a separate\nagreement between Landlord and Brokers. Tenant hereby further represents and\nwarrants to Landlord that Tenant is not receiving and is not entitled to receive\nany rebate, payment or other remuneration either directly or indirectly, from\nthe Brokers, and that it is not otherwise sharing in or entitled to share in any\ncommission or fee paid to the Brokers by Landlord or any other party in\nconnection with the execution of this Lease, either directly or indirectly.\nTenant hereby indemnifies Landlord against and from any claims for any brokerage\ncommissions (except those payable to the Brokers, all of which are payable by\nLandlord pursuant to a separate agreement) and all costs, expenses and\nliabilities in connection therewith, including, without limitation, reasonable\nattorneys' fees and expenses, for any breach of the foregoing. Landlord hereby\nindemnifies Tenant against and from any claims for any brokerage commissions,\nincluding those payable to the Brokers, claimed or asserted by persons claiming\nthrough or under Landlord, and all costs, expenses and liabilities in connection\ntherewith, including, without limitation, reasonable attorneys' fees and\nexpenses. The foregoing indemnifications shall survive the termination of this\nLease for any reason.\n\n   29. Assignment and Subleasing.\n       -------------------------\n\n       (a) Tenant may not assign, mortgage, pledge, encumber or otherwise\ntransfer this Lease, or any interest hereunder, or sublet the Demised Premises,\nin whole or in part, without on each occasion first obtaining the prior express\nwritten consent of Landlord, which consent shall not be unreasonably withheld,\ndelayed or conditioned. In making a determination to grant or withhold such\nconsent, Landlord shall be entitled to consider the creditworthiness of the\nproposed assignee or sublessee, the nature of the use of the Demised Premises\ncontemplated by the proposed assignee or sublessee (to the extent such use\namends or alters the Permitted Use then in effect) and whether or not the\nproposed use will materially increase wear and tear on the Demised Premises.\nLandlord shall never be required to consent to any proposed use involving heavy\nmanufacturing or chemical processing. In addition, if the intended use by the\nproposed assignee or sublessee involves in any way materially different amounts\nor types of Hazardous Substances than the Hazardous Substances then being used\nor stored by Tenant at the Demised Premises, in accordance with Section 16 of\nthis Lease, at the time of the proposed assignment or sublease, and if such\nmaterially different or additional Hazardous Substances create, in the\nreasonable\n\n                                      -16-\n\n \njudgment of Landlord a materially increased risk of Contamination at the\nDemised Premises. Landlord shall be unconditionally entitled to withhold\nconsent of the proposed assignment or sublease in its absolute discretion.\nPermitted subtenants or assignees shall become liable directly to Landlord for\nall obligations of Tenant hereunder, without, however, relieving Tenant of any\nof its liability hereunder unless agreed upon by the parties hereto in writing.\nNo such assignment, subletting, occupancy or collection shall be deemed the\nacceptance of the assignee, tenant or occupant, as Tenant, or a release of\nTenant from the further performance by Tenant of Tenant's obligations under this\nLease unless agreed upon by the parties hereto in writing.\n\n       (b)  Notwithstanding subsections (a), (c), (d), (e) or (g) of this\nSection 29, provided that no Event of Default has occurred and is then\ncontinuing, Tenant shall have the right, upon thirty (30) days prior written\nnotice to Landlord, (i) to sublet all or part of the Demised Premises to any\nentity which is controlled by, under common control with, or which controls\nTenant (any of such entities being herein called a \"Mohawk Affiliate\"); or (ii)\nto assign this Lease (x) to a Mohawk Affiliate or to (y) a successor corporation\ninto which or with which Tenant is merged or consolidated or which acquired\nsubstantially all of Tenant's assets and property, provided that, with respect\nto an assignment pursuant to (ii)(y), such successor corporation assumes\nsubstantially all of the obligations and liabilities of Tenant and, after such\nmerger, shall have total assets and stockholder equity at least equal to the\ntotal assets and stockholder equity of Tenant immediately prior to the merger,\nas determined by generally accepted accounting principles. With respect to any\nassignment, Tenant shall provide in its notice to Landlord such information as\nmay be reasonably required by Landlord to determine that the requirements of\nthis subsection (b) have been satisfied. The terms \"controls\", \"controlled by\"\nor \"under common control with\", as used in this subsection (b), shall mean the\nownership of a direct or indirect majority interest.\n\n       (c)  If Tenant should desire to assign this Lease or sublet the Demised\nPremises (or any part thereof), Tenant shall give Landlord written notice no\nlater than thirty (30) days in advance of the proposed effective date of any\nproposed assignment or sublease, specifying (i) the name and business of the\nproposed assignee or sublessee, (ii) a detailed description of the intended use\nof the Demised Premises by the proposed assignee or sublessee, with particular\ndetail regarding any Hazardous Substances which will be used in any manner at\nthe Demised Premises; (iii) the amount and location of the space within the\nDemised Premises proposed to be so subleased, (iv) the proposed effective date\nand duration of the assignment or subletting, and (v) the proposed rent or\nconsideration to be paid to Tenant by such assignee or sublessee. Tenant shall\npromptly supply Landlord with financial statements and other information as\nLandlord may reasonably request to evaluate the proposed assignment or\nsublease.\n\n       (d)  Landlord shall have a period of fifteen (15) days following receipt\nof such notice and other information requested by Landlord within which to\nnotify Tenant in writing that Landlord elects: (i) to permit Tenant to assign or\nsublet such space; or (ii) to refuse to consent to Tenant's assignment or\nsubleasing of such space and to continue this Lease in full force and effect as\nto the entire Demised Premises, any such refusal shall state with reasonable\nspecificity the reasons for the refusal. If Landlord should fail to notify\nTenant in writing of such election within the aforesaid fifteen (15) day period.\nLandlord shall be deemed to have consented to such assignment or sublease.\nTenant agrees to reimburse Landlord for reasonable legal fees and any other\nreasonable costs actually incurred by Landlord in connection with any requested\nassignment or subletting (but in no event more than $1,000.00 per request).\nTenant shall deliver to Landlord copies of all documents executed in connection\nwith any permitted assignment or subletting, which documents shall be in form\nand substance reasonably satisfactory to Landlord and which shall require such\nassignee to assume performance of all terms of this Lease on Tenant's part to be\nperformed. No acceptance by Landlord of any rent or any other sum of money from\nany assignee, sublessee or other category of transferee shall be deemed to\nconstitute Landlord's consent to any assignment, sublease, or transfer.\n\n       (e)  Any attempted assignment or sublease by Tenant in violation of the\nterms and provisions of this Section 29 shall be void and such act shall\nconstitute a material breach of this Lease. In no event shall any assignment,\nsubletting or transfer, whether or not with Landlord's consent, relieve Tenant\nof its primary liability under this Lease for the entire Term, and Tenant shall\nin no way be released from the full and complete performance of all the terms\nhereof unless otherwise agreed by the parties hereto in writing. If Landlord\ntakes possession of the Demised Premises before the expiration of the Term of\nthis Lease due to an Event of Default by Tenant, Landlord shall have the right,\nat its option to take over any sublease of the Demised Premises or any portion\nthereof and such subtenant shall attorn to Landlord, as its landlord, under all\nthe terms and obligations of such sublease occurring from and after such date,\nbut excluding previous acts, omissions, negligence or defaults of Tenant and any\nrepair or obligation in excess of available net insurance proceeds or\ncondemnation award.\n\n       (f)  Landlord shall have the right to sell, transfer, assign, pledge, and\nconvey all or any part of the Demised Premises and any and all of Landlord's\nrights under this Lease. In the event Landlord assigns or otherwise conveys its\nrights under this Lease, Landlord shall be entirely freed and released from any\nobligations accruing thereafter under this Lease, and Tenant agrees to look\nsolely to Landlord's successor in interest for performance of such obligations.\n\n       (g)  If Tenant transfers or assigns this Lease or sublets the Demised\nPremises in whole or in part to any permitted assignee or sublessee, Landlord\nshall be entitled to receive, as Additional Rent, one hundred percent (100%) of\nany \"Rental Profit\" (as hereinafter defined) received by Tenant. The\n\n                                      -17-\n\n \nterm \"Rental Profit\" shall mean the amount calculated on a per square foot basis\nand not on an aggregate or cumulative basis, by which (i) the total rental and\nother consideration of any nature whatsoever and however characterized paid or\ndelivered to Tenant (but expressly excluding any amounts ultimately payable\nunder the terms of this Lease to third parties, including without limitation, \nReal Estate Taxes, utility costs and maintenance expenses) by an assignee of the\ninterest of Tenant or sublessee of all or any part of the Demised Premises, for\nthe purpose of compensating Tenant directly or indirectly for the assignment or\nsublease, exceeds (ii) the Monthly Base Rent Installments paid by Tenant to\nLandlord pursuant to this Lease, provided, however, that Landlord shall not be\nentitled to receive any Rental Profit until Tenant has received an amount of\nRental Profit equal to the sum of (x) the actual, out-of-pocket cost of\nleasehold improvements installed by Tenant at its expense specifically for and\nas an inducement to the assignee or sublessee (subject to the limitation\nhereinafter specified), plus (y) any other reasonable, documented expenses\nactually paid by Tenant to a third party or reasonably incurred by Tenant in\nconnection with the assignment of subleting, including, without limitation,\nreasonable attorneys' fees and expenses and brokerage commissions (but expressly\nexcluding any overhead or other internally charged expenses of Tenant, or any\namounts paid for tenant improvements, free rent or other lease concessions given\nas an inducement to the assignee or sublessee which materially exceed in the\naggregate the tenant improvements, free rent or other lease concessions given in\naggregate on the basis of then prevailing market conditions for a comparable\nsublease or assignment) (the sum of (x) and (y) shall collectively constitute \n\"Rental Expenses\"). By way of example, if Landlord grants the required written\nconsent to a sublease by Tenant of 10,000 square feet of the Demised Premises\nand the total rental and other consideration received by Tenant for the sublease\nequals a per annum rate of $3.98 per square foot and the per annum rate per\nsquare foot for the Annual Base Rent then payable by Tenant is $3.78 per square\nfoot, the Rental Profit would be 20 cents per square foot and Landlord would be\nentitled to received 100% of such Rental Profit concurrently with receipt of\neach payment by the sublessee to Tenant, provided that Rental Profit would be\nretained by Tenant until Tenant had fully recovered the amount of its Rental\nExpenses. Landlord shall be entitled to receive payment of its share of Rental\nProfit as and when payments are received by Tenant.\n\n   30. Termination or Expiration.\n       --------------------------\n\n       (a) No termination of this Lease prior to the normal ending thereof, by\nlapse of time or otherwise, shall affect Landlord's right to collect rent for\nthe period prior to termination thereof.\n\n       (b)  At the expiration of earlier termination of the Term of this Lease,\nTenant shall surrender the Demised Premises and all improvements, alterations\nand additions thereto, and keys therefor to Landlord, clean and neat, and in\nthe same condition as at the Lease Commitment Date, excepting normal wear and\ntear, condemnation and casualty other than that required to be insured against\nby Tenant hereunder.\n\n       (c) If Tenant remains in possession of the Demised Premises after\nexpiration of the Term, without Landlord's acquiescence and without any express\nagreement of the parties, Tenant shall be a tenant-at-sufferance at the greater\nof (i) one hundred fifty percent (150%) of the then current fair market base\nrental value of the Demised Premises or (ii) one hundred fifty percent (150%) of\nthe Base Rent in effect at the end of the Term. Tenant shall also continue to\npay all other Additional Rent due hereunder, and there shall be no renewal of\nthis Lease by operation of law. In addition to the foregoing, Tenant shall be\nliable for all damages, direct and consequential, incurred by Landlord as a\nresult of such holdover. No receipt of money by Landlord from Tenant after the\ntermination of this Lease or Tenant's right of possession of the Demised\nPremises shall reinstate, continue or extend the Term or Tenant's right of\npossession.\n\n   31. [INTENTIONALLY OMITTED]\n\n   32. Late Payments. In the event any installment of rent, inclusive of\n       -------------\nBase Rent, or Additional Rent or other sums due hereunder, if any, is not paid\n(i) within five (5) days after Tenant's receipt of written notice of such\nfailure to pay on the first occasion during any twelve (12) month period, or\n(ii) as and when due with respect to any subsequent late payments in any twelve\n(12) month period, Tenant shall pay an administrative fee equal to five percent\n(5%) of such past due amount, plus interest on the amount past due at the lesser\nof (i) the maximum interest rate allowed by law or (ii) a rate of fifteen\npercent (15%) per annum (the \"Interest Rate\") to defray the additional expenses\nincurred by Landlord in processing such payment.\n\n   33. Rules and Regulations. Tenant agrees to abide by the rules and\n       ---------------------\nregulations set forth on Exhibit E attached hereto, as well as other rules and\n                         ---------\nregulations reasonably promulgated by Landlord from time to time, so long as\nsuch rules and regulations are uniformly enforced against all tenants of\nLandlord in the building.\n\n   34. Quiet Enjoyment. So long as Tenant has not committed an Event of\n       ---------------\nDefault hereunder, Landlord agrees that Tenant shall have the right to quietly\nuse and enjoy the Demised Premises for the Term.\n\n                                      -18-\n\n \n   35.  Miscellaneous\n        -------------\n\n       (a)  The parties hereto hereby covenant and agree that Landlord shall\nreceive the Base Rent, Additional Rent and all other sums payable by Tenant\nhereinabove provided as net income from the Demised Premises, without any\nabatement (except as set forth in Section 20 and Section 21), reduction. set-\noff. counterclaim, defense or deduction whatsoever.\n\n       (b)  If any clause or provision of this Lease is determined to be\nillegal, invalid or unenforceable under present or future laws effective during\nthe Term, then and in that event, it is the intention of the parties hereto that\nthe remainder of this Lease shall not be affected thereby, and that in lieu of\nsuch illegal, invalid or unenforceable clause or provision there shall be\nsubstituted a clause or provision as similar in terms to such illegal, invalid\nor unenforceable clause or provision as may be possible and be legal, valid and\nenforceable.\n\n       (c)  All rights, powers, and privileges conferred hereunder upon the\nparties hereto shall be cumulative, but not restrictive to those given by law.\n\n       (d)  TIME IS OF THE ESSENCE OF THIS LEASE.\n\n       (e)  No failure of Landlord or Tenant to exercise any power given\nLandlord or Tenant hereunder, or to insist upon strict compliance by Landlord or\nTenant with its obligations hereunder. and no custom or practice of the parties\nat variance with the terms hereof shall constitute a waiver of Landlord's or\nTenant's rights to demand exact compliance with the terms hereof.\n\n       (f)  This Lease contains the entire agreement of the parties hereto as to\nthe subject matter of this Lease and no representations, inducements, promises\nor agreements, oral or otherwise, between the parties not embodied herein shall\nbe of any force and effect. The masculine (or neuter) pronoun, singular number\nshall include the masculine, feminine and neuter gender and the singular and\nplural number.\n\n       (g)  This contract shall create the relationship of landlord and tenant\nbetween Landlord and Tenant; no estate shall pass out of Landlord; Tenant has a\nusufruct, not subject to levy and sale, and not assignable by Tenant except as\nexpressly set forth herein.\n\n       (h)  Under no circumstances shall Tenant have the right to record this\nLease or a memorandum thereof.\n\n       (i)  The captions of this Lease are for convenience only and are not a\npart of this Lease, and do not in any way define, limit, describe or amplify the\nterms or provisions of this Lease or the scope or intent thereof.\n\n       (j)  This Lease may be executed in multiple counterparts, each of which\nshall constitute an original, but all of which taken together shall constitute\none and the same agreement.\n\n       (k)  This Lease shall be interpreted under the laws of the State where\nthe Demised Premises are located.\n\n       (l)  The parties acknowledge that this Lease is the result of\nnegotiations between the parties, and in construing any ambiguity hereunder no\npresumption shall be made in favor of either party. No inference shall be made\nfrom any item which has been stricken from this Lease other than the deletion of\nsuch item.\n\n   36.  Lease Date. For purposes of this Lease, the term \"Lease Date\" shall mean\n        ----------\n the later date upon which this Lease is signed by Landlord and Tenant.\n\n   37.  Authority. If Tenant is not a natural person, Tenant shall cause its\n        ---------\ncorporate secretary or general partner, as applicable, to execute the\ncertificate attached hereto as Exhibit F. Tenant is authorized by all required\n                               ---------\ncorporate or partnership action to enter into this Lease and the individual(s)\nsigning this Lease on behalf of Tenant are each authorized to bind Tenant to its\nterms.\n\n   38.  No Offer Until Executed. The submission of this Lease to Tenant for\n        -----------------------\nexamination or consideration does not constitute an offer to lease the Demised\nPremises and this Lease shall become effective, if at all, only upon the\nexecution and delivery thereof by Landlord and Tenant.\n\n   39.  Special Stipulations. The Special Stipulations attached hereto as \n        --------------------  \nExhibit G, are incorporated herein and made a part hereof, and to the extent of\n---------\nany conflict between the foregoing provisions and the Special Stipulations, the\nSpecial Stipulations shall govern and control.\n\n                                      -19-\n\n \n       IN WITNESS WHEREOF, the parties hereto have hereunto set their hands\nunder seals, the day and year first above written.\n\n                              LANDLORD:\n\nDate: February 18, 1999       INDUSTRLAL DEVELOPMENTS INTERNATIONAL, INC.,\n                                a Delaware corporation\n\n                                By: \/s\/ Timothy J. Gunter\n                                   ----------------------------------------\n                                   Name:  Timothy J. Gunter\n                                   Title: Secretary\n\n                                Attest: \/s\/ Daniel L. Webb\n                                       ------------------------------------\n                                   Name:  Daniel L. Webb\n                                   Title: Assistant Secretary\n\n                                                 [CORPORATE SEAL)\n\n\n                               TENANT:\n\nDate: February 18, 1999        ALADDIN MANUFACTURING CORPORATION\n\n                                By: \/s\/ Salvatore J. Perillo\n                                   ----------------------------------------\n                                   Name:  Salvatore J. Perillo\n                                   Title: Assistant Secretary\n\n                                Attest: \/s\/ John D. Shift\n                                       ------------------------------------\n                                   Name:  John D. Shift\n                                   Title: Vice President-Finance\n                                          and Assistant Secretary\n\n                                                 [CORPORATE SEAL)\n\n                                      -20-\n\n \n                                  ATTESTATION\n\nLandlord - Corporation:\n----------------------\n\nSTATE OF GEORGIA\nCOUNTY OF FULTON\n\n        BEFORE ME, a Notary Public in and for said County, personally appeared \nTimothy J. Gunter and Daniel L. Webb, known to me to be the person(s) who, as \nSecretary and Assistant Secretary, respectively, of INDUSTRIAL DEVELOPMENTS \nINTERNATIONAL, INC., the corporation which executed the foregoing instrument in\nits capacity as Landlord, signed the same, and acknowledged to me that they did\nso sign said instrument in the name and upon behalf of said corporation as\nofficers of said corporation, that the same is their free act and deed as such\nofficers, respectively, and they were duly authorized thereunto by its board of\ndirectors; and that the seal affixed to said instrument is the corporate seal of\nsaid corporation.\n\n        IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed my\nofficial seal, this 15th day of March, 1999.\n\n                                        \/s\/ Charlotte Robinson\n                                        ------------------------------\n                                        Notary Public \n                                        My Commission Expires: 10-06-01\n\n\nTenant - Corporation:\n\nSTATE OF GEORGIA\n\nCOUNTY OF GORDON\n         \n        BEFORE ME, a Notary Public in and for said County, personally appeared\nSalvatore J. Perillo and John D. Swift, known to me to be the person(s)\nwho, as Assistant Secretary and Vice-President Finance and Assistant Secretary,\nrespectively, of ALADDIN MANUFACTURING CORPORATION, the corporation which\nexecuted the foregoing instrument in its capacity as Tenant, signed the same,\nand acknowledged to me that they did so sign said instrument in the name and\nupon behalf of said corporation as officers of said corporation, that the same\nis their free act and deed as such officers, respectively, and they were duly\nauthorized thereunto by its board of directors; and that the seal affixed to\nsaid instrument is the corporate seal of said corporation.\n\n        IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed\nmy official seal, this 18th day of February, 1999.\n\n                                \/s\/ Elaine Busbee\n                                -----------------------\n                                Notary Public\n\n                 My Commission Expires:  Notary Public, Paulding County, Georgia\n\n                                         My Commission Expires Nov. 3, 2001\n\n\n                                     -21-\n\n\n \n                                   EXHIBIT A\n\n\n                  [CHART TO EXHIBIT A - PROJECT INFORMATION\n               MOHAWK INDUSTRIES INC., BOLINGBROOK CORP. CENTER\n                                 APPEARS HERE]\n\n\n\n\n\n                       [GRAPH OF MOHAWK INDUSTRIES, INC.\n                               WAREHOUSE SPACE]\n\n\n\nMOHAWK INDUSTRIES INC.\nBOLINGBROOK CORPORATE CENTER I\n\nBOLINGBROOK CORPORATE CENTER\nBOLINGBROOK, IL \n\n\nPROJECT INFORMATION\n-------------------\nLAND               16.31 AC\nBUILDING           352,338 SF\nF.A.R.             .496\nTYPICAL BAY SIZE   40'x 46'\nCLEAR HEIGHT       30'-0'\n\n\nMOHAWK INDUSTRIES INC.\n----------------------\nSPACE SIZE                201,679 SF\nOFFICE                     10,045 SF\nWAREHOUSE                 191,634 SF\n% SPRINKLER\/ELEC. ROOM        280 SF\nTOTAL                     201,959 SF \n\nDOCKS                 29 TRUCK DOCKS\nCAR PARKING           102 CAR PARKING \nDRIVE-IN DOOR\n\n \n                                   EXHIBIT B\n\n                            Prevailing Market Rate\n\n    For purposes of this Lease, the phrase \"Prevailing Market Rate\" shall mean\nthe prevailing market rate as of the first day of the First Renewal Term or as\nof the first day of the Second Renewal Term, as applicable, for base minimum\nrental calculated on a per square foot basis for leases covering space\ncomparable to the Demised Premises within buildings comparable to the Building\nlocated in the I-55 Corridor Area within Will County, Illinois, including the\nVillages of Lemont, Woodridge, Bolingbrook &amp; Romeoville, market area\n(hereinafter referred to as the \"Market Area\").\n\n    The Prevailing Market Rate shall be determined by an appraisal procedure\nas follows:\n\n    In the event that Tenant notifies Landlord that Tenant elects to extend the\nTerm for either or both of the First Renewal Term and the Second Renewal Term in\naccordance with Section 3.1 of this Lease. Landlord and Tenant shall negotiate\nin good faith for a period of thirty (30) calendar days after the giving of the\napplicable written notice from Tenant to reach mutual agreement regarding the\nPrevailing Market Rate. Each of Landlord and Tenant shall submit to the other\nduring such thirty (30) day period at least one written proposal for the\nPrevailing Market Rate. If Landlord and Tenant are unable to reach agreement\nduring the thirty (30) day period, each of Landlord and Tenant shall, by written\nnotice to the other within ten (10) business days after expiration of the thirty\n(30) day period, select a real estate appraiser. For a period of ten (10)\nbusiness days after designation of the second appraiser, the two appraisers so\ndesignated shall attempt to reach mutual agreement regarding the Prevailing\nMarket Rate. The appraisers must give appropriate consideration to all economic\nterms, length of lease term, size, location and quality of premises being leased\nand other generally acceptable terms and conditions for the lease of the\nbuilding in question.\n\n    If the two appraisers are unable to reach agreement, each of the two\nappraisers shall, not later than the twentieth (20th) business day following the\ndesignation of the second appraiser, render a separate written determination\nof the Prevailing Market Rate. The two appraisers shall also select a third\nappraiser prior to the end of the period when their separate appraisals must be\nrendered. Within twenty (20) business days after the appointment of the third\nappraiser, the third appraiser shall render a written determination of the\nPrevailing Market Rate. From the three appraisals, the appraisal which is the\nfarthest from the median appraisal shall be disregarded and the average of the\nremaining two appraisals shall conclusively constitute the Prevailing Market\nRate. All appraisers selected in accordance with this paragraph shall have at\nleast ten years experience in the commercial leasing market in the Market Area\nand shall be members of the American Institute of Real Estate Appraisers or\nsimilar professional organization. If either Landlord or Tenant fails or refuses\nto select an appraiser, the other appraiser shall alone determine the Prevailing\nMarket Rate. Landlord and Tenant agree that they shall be bound by the\ndetermination of Prevailing Market Rate pursuant to this paragraph. Landlord\nshall bear the fee and expenses of its appraiser; Tenant shall bear the fee and\nexpense of its appraiser; and Landlord and Tenant shall share equally the fee\nand expenses of the third appraiser, if any.\n\n\n                                      b-1\n\n \n\n[IDI LOGO APPEARS HERE]\n\n \n                                   EXHIBIT C\n\n                                                                December 8, 1998\n                                                       Revised: January 20, 1999\n                                                          Revised: March 4, 1999\n\n\n                             OUTLINE SPECIFICATION\n                  Mohawk Industries, Inc. (Aladdin Division)\n\n1.0  GENERAL REQUIREMENTS\n     --------------------\n\n1.1  Intent: This outline specification has been developed based upon the\n     information provided by Grubb &amp; Ellis. This specification outlines the\n     scope of work for the complete design and construction of a 352,338 square\n     foot office\/warehouse facility with a 201,959 SF demised premises for\n     Mohawk Industries, Inc. to be located in Bolingbrook Corporate Center,\n     Bolingbrook, Illinois. Design and construction shall include site work,\n     landscaping and full preparation of certified, final working drawings\n     comprised of Architectural, Structural, Civil, Electrical, Mechanical,\n     Plumbing, Fire Sprinkler, Landscaping and a corresponding specification.\n     These drawings shall be submitted for approval to Tenant and used to obtain\n     a permit and complete construction.\n\n     The square footage of this facility is as follows:\n\n             Total Building            Mohawk Industries Demised Premises\n             --------------            ----------------------------------\n           To Suit       Office                10,045 SF    Office\n          352,338 SF     Warehouse            191,914 SF    Warehouse\n          ----------                          ----------\n          352,338 SF     Total                201,959 SF    Total\n\n     Site Area: + 16.31 Acres\n                -           \n\n     Parking: Provided - 102 Car Parking Stalls\n     Trailer Storage: Provided - 25 Trailer Storage Stalls\n\n1.2  Warranty: All construction will carry a standard one (1) year warranty. Any\n     additional warranties such as equipment and roof warranties will be passed\n     through to Tenant.\n\n1.3  Accessibility: All design and construction shall conform to the Americans\n     with Disabilities Act (ADA) and State Accessibility Requirements.\n\n \n[IDI LOGO \nAPPEARS HERE]\n \n1.4  Approvals: All designs, materials, equipment and finishes including, but\n                ---\n     not limited to, plumbing, electric, fire sprinkler, HVAC, brick, mortar,\n     glass, flashing, roof screens, stains, floor finishes, wall finishes,\n     paint, washroom partitions, doors, hardware and acoustic ceiling tile,\n     shall be approved by IDI and Tenant, in writing, prior to installation.\n\n2.0  SITE DEVELOPMENT\n     ----------------\n\n2.1  Grading and Earthwork: Work necessary to excavate, backfill and fine grade\n     the entire site is included. This shall include required preparation to\n     complete the foundations on the site, the floor slab subgrade, the parking\n     and truck maneuvering subgrades and good positive drainage away from the\n     building. Tree removal required for parking and building construction shall\n     be included. \n\n     Earthwork within the construction areas shall be observed, tested and\n     approved by an independent soils engineer. All fill areas shall be\n     compacted and all concrete footings and foundations designed according to\n     the recommendations of a qualified soils engineer.\n\n     Areas outside the building structure shall be cut and filled to appropriate\n     grades. Fill work in these areas shall be with suitable material of\n     adequate bearing. Any excess soil generated in the grading operation shall\n     be used to construct undulating decorative landscaped berms. Any excess\n     soil remaining after construction shall be removed from the site and park.\n\n2.2  Exterior Concrete, Sidewalks, Curbs and Truck Apron: Work necessary to\n     furnish and install all of the exterior concrete work will be provided.\n     Exterior concrete shall be broom-finished. Sidewalks will be 5\" thick or 4\"\n     granular fill and aprons and trailer storage will be 8\" thick on 6\"\n     granular fill. Included are concrete curb and gutter, concrete sidewalks up\n     to the entrance, a concrete transformer pad, and concrete aprons at street\n     entrances, and 65' adjacent to the overhead doors at trailer storage areas.\n \n     All exterior concrete work shall be constructed from a 4,000 psi, air\n     entrained concrete mixture. The concrete shall be properly jointed for\n     thermal movements, and shall be placed on properly compacted material.\n\n2.3  Bituminous Paving and Striping: Work necessary to furnish and install all\n     bituminous parking lots and driveways as shown on the scope drawings shall\n     be provided.\n\n\n                                       2\n\n \n     [IDI Logo]\n\n     All bituminous paving will be constructed to conform to Highway Department\n     Specifications. Areas designated for auto traffic shall receive a 3\" thick\n     bituminous mat over an 8\" base. Areas designated for semi-truck traffic\n     shall be constructed with a 4\" bituminous mat over a 10\" base. Both\n     bituminous mats shall be installed in two (2) lifts.\n\n     All paved areas will be bounded by B6:12 concrete curb and gutter.\n\n2.4  Telephone Gas and Electric Utilities: Service entrances shall be\n     coordinated with the telephone, gas and electric companies. Participation\n     by Tenant shall be required for execution of the documents. Gas, electric\n     and phone charges will be paid by contractor until Tenant takes occupancy.\n     All meters will be read on that date and billing names changed.\n\n2.5  Water Service: Water service from the main located in the right-of-way\n     shall be provided. The water main to the building will be sized as required\n     for the domestic services within the building and for the interior fire\n     protection systems. Yard hydrants will be located around the facility per\n     the requirements of the local fire district.\n\n2.6  Sanitary Sewerage: A 6\" sanitary sewer line from the proposed building to\n     the sanitary main located in the right-of-way shall be provided.\n\n2.7  Storm Sewerage: An on-site storm sewer system with catch basins and\n     manholes shall be connected to the street storm sewer system.\n\n2.8  Lawns and Landscaping: A complete landscaping program will be installed\n     including seed, sod, trees, shrubs, plantings and lawn sprinkler.\n\n2.9  Exterior Lighting: Exterior lighting for the project will be located to\n     provide light in the parking areas, dock area and at every building\n     entrance.\n     \n3.0  BUILDING STRUCTURES AND EXTERIOR ENVELOPE\n     -----------------------------------------\n\n3.1  The general construction of this facility shall be steel columns, beams and\n     steel bar joists carrying a metal roof deck. Bay size in the warehouse is\n     approximately 40' x 48' with the exception of the staging bays which are\n     40' x 60'.\n\n     The building insulation values shall consist of the following:\n \n                Roof               R = 12.0\n                Walls              R = 15.0\n                Insulated Glass    R =  2.0\n\n\n                                       3\n\n \n[IDI LOGO]\n \n3.2  Building Exterior: The warehouse wall system will be constructed of load\n     bearing, insulated precast. The precast will be stained with a five (5)\n     year masonry stain to accent the office design. The office facade will be\n     precast and glass. Glass area will be \"punched\" windows extending from top\n     of sill (+3'-0\") to ceiling. Glass will be tinted, insulated units set in\n     thermally broken, anodized aluminum frames.\n\n3.3  Roofing: Shall consist of a 45 mil single-ply rubber roof system installed\n                                        ----------------------\n     over a 2\" loose laid poly-isocyanurate insulation providing a minimum\n     R-value of 12.0 and properly covered with a stone ballast. All roof top\n                                                 -------------\n     mechanical equipment shall be properly flashed and equipped with an\n     insulated curb of no less than 12\". \n\n     Metal roof deck shall be 1 1\/2\", 22 gauge, off-white primed steel deck. All\n                                                ---------\n     roof areas shall slope to interior roof drains which will be connected to\n     the underground storm sewer. All roof edge facias shall be prefinished clad\n     metal. Other flashings shall be galvanized metal and painted.\n \n     One (1) 4' x 8' double dome skylight\/smoke vent will be installed in every\n     other bay to provide natural light and provide for smoke evacuation.\n\n     Warranty: Ten (10) year labor and material warranty issued by Manufacturer\n     will be provided.\n\n3.4  Building Clear Heights: The clear height in the office area will be 9' (or\n     to suit) to the underside of the acoustical tile. The clear height will be\n     30' to the underside of the bar joist. No pipe, equipment or fixtures will\n     be placed below the bottom chord of the bar joists without specific written\n     permission from IDI and Tenant.\n\n3.5  The demised premises will be separated by a full height wall. The wall\n     will be concrete block to 10'-0\" AFF and 5\/8\" gypsum board applied to \n     3-5\/8\" thick, 25 gauge metal studs spaced at 24\" o.c. above that to the\n     underside of the roof deck.\n\n4.0  INTERIOR FINISHES\n     -----------------\n\n     Office build-out will be provided from an allowance of $40.00\/SF\n     ($400,000.00) to include all items except exterior shell, and floor slab.\n\n     The standards to be utilized in the construction of the office will be as\n     follows unless specifically noted:\n\n     . The office floor will be a 4\" slab on 2\" granular.\n\n\n                                       4\n\n \n[IDI LOGO]\n \n     . Carpet will be direct glue down with 2 1\/2\" vinyl base.\n\n     . Vinyl tile will be 1\/8\" composition tile as manufactured by Armstrong.\n\n     . Quarry tile will be 6\" x 6\" thin set tile with quarry tile base. Ceramic\n       tile will be 2\" x 2\" ceramic mosaic tile as manufactured by American\n       Oleon.\n\n     . Walls: Unless indicated otherwise, the interior walls shall be\n       constructed with one (1) layer of 5\/8\" gypsum wall board applied to each\n       side of 3-5\/8\" thick, 25 gauge metal stud framing members spaced at 24\"\n       o.c. Interior partitions shall extend from the floor to finished ceiling\n       except around the washrooms, conference room and Manager's office where\n       the walls shall penetrate the ceiling grid system and run to 3' above the\n       ceiling with sound attenuation blankets. On walls where paint is\n       specified, two (2) coats of flat latex will be applied.\n\n     . The demising wall between the warehouse and office will be concrete block\n       to 10'-0\" AFF and 5\/8\" gypsum board applied to 3-5\/8\" thick, 25 gauge\n       metal studs spaced at 24\" o.c. above that to the underside of the roof\n       deck. The warehouse side of the office demising wall shall be taped,\n       sanded and painted with two (2) coats of flat latex.\n\n     . Base Materials: All vinyl base adjacent to carpeted arcs shall be a\n       2 1\/2\" straight base. Quarry and ceramic tile base shall have coved\n       profile at floor.\n\n     . Ceilings: Acoustical ceiling tile shall be 2' x 4' lay-in panels with a\n       random perforated pattern. All wall trim and column trim shall match the\n       white painted steel 2' x 4' exposed suspension grid system. The ceiling\n       grid system shall be continuous throughout the space.\n\n     . Wood Doors: Interior office doors shall be 3' x 7', solid core, with a\n       stained, sealed and varnished red oak veneer. All office doors will be\n       set in painted hollow metal frames.\n\n     . Hollow Metal Doors and Frames: All hollow metal doors shall be insulated\n       and painted and set in painted hollow metal frames.\n\n\n                                       5\n\n\n \n[IDI LOGO]\n \n     . Finish Hardware: All door hardware shall be lever type as manufactured by\n       Schlage, Yale, Corbin or an equal commercial grade with its function\n       appropriate for its intended usage. A complete keying system allowing\n       doors to be keyed alike within a given area and tied into a building\n       master and grand master system shall be provided. Tenant will be\n       responsible for re-keying of all exterior doors prior to occupancy.\n\n     . Washrooms: All washroom partitions shall be ceiling hung, metal, with a\n       baked-on enamel finish.\n\n     . Each washroom shall receive soap dispensers, a recessed paper towel\n       cabinet, a recessed trash receptacle and a mirror. The women's restroom\n       shall receive sanitary napkin disposals in each stall. The washrooms\n       shall each receive a plastic laminate vanity for recessed sinks.\n\n     . Plumbing: A complete plumbing system shall be designed and installed for\n       all fixtures as required by the office build-out allowance. This shall\n       consist of all necessary sanitary waste, vent and hot and cold water\n       piping systems. All fixtures will be wall hung, flush valve type.\n\n     . Heating\/Cooling: The office will be heated and air conditioned by means\n       of commercial roof top gas-fired heating and electrical cooling units per\n       the requirements of the office build-out allowance. The conference room\n       and lunch area will have ceiling exhaust fans and all restrooms will have\n       direct exhaust. Winter design will be 70 (degrees) F. inside at -10\n       (degrees) F. outside air temperature. Summer design will be 73 (degrees)\n       F. inside at 93 (degrees) F. dry bulb outside temperature. All office\n       units will have seven (7) day programmable thermostats and units over 5\n       ton capacity will have economizer cycles. All office roof-top mechanical\n       equipment will be screened from view.\n\n     . Lighting: 2' x 4' three (3) lamp lay-in troffer with steel hinged and\n       latched door and parabolic lens designed for seventy (70) foot-candles\n       at 30\" above the floor as required by the office build-out allowance.\n\n     . Power: Each private office will receive two (2) duplex receptacles and\n       one (1) phone outlet. Restrooms and lunchroom will have one (1)\n       countertop GFI outlet each. Lunch area will have two (2) duplex\n       receptacles spaced on wall for vending machines. Large general\n\n\n                                       6\n\n\n \n[IDI LOGO] \n\n       purpose rooms will have one (1) duplex outlet on each wall and one (1)\n       phone outlet.\n\n     . Office lobby with a quarry tile floor.\n\n     . An aluminum sill at all window areas.\n     \n5.0  FLOOR - All proposed building floor slabs will be concrete slab-on-grade.\n     -----                                                                  \n     Warehouse floor will be a 7\" slab on a 3\" stone base and 3,500 psi\n     concrete. Slabs will be troweled smooth and receive a burnished finish.\n     Slabs shall meet the following floor flatness\/levelness specifications:\n     Ff35\/Fl25.\n\n6.0  DOCK AREA EQUIPMENT AND OVERHEAD DOORS - (Twenty-nine (29) Exterior Truck\n     --------------------------------------    \n     Docks, one (1) Drive-in Door).\n\n     Dock Equipment - Twenty-nine (29) 6' x 8' mechanically operated 30,000-\n     pound dock levelers with safety drop, full range toe-guards, and weather\n     seal.\n\n     Overhead Doors - Twenty-nine (29) 9' x 10' and one (1) 12' x 14' exterior\n     doors shall be prefinished, metal panel type, insulated, weather stripped\n     and complete with lockset hardware and two (2) windows per door (Therma-\n     core or Therma-span solid filled doors). All door tracks to be protected by\n     rail guards. Drive-in door will be equipped with a push-button motor\n     operator. All other doors will be manual. Each door will have a dock seal\n     and light.\n\n7.0  MECHANICAL\n     ----------\n\n7.1  Plumbing: An interior roof drainage system shall be provided and connected\n     to the exterior storm system. Roof drains and cleanouts shall be Josam,\n     Smith, Wade, Zurn or equal. All drain heads and horizontal runs will be\n     insulated to prevent condensation.\n\n7.2  Heating, Ventilating and Air Conditioning: The work shall include the\n     design and installation of the following:\n\n     Warehouse Area: The warehouse area will be heated by a roof mounted,\n     --------------     \n     direct-fired positive pressure unit. Winter design will be 65 (degrees) F.\n     inside at - 15 (degrees) F. outside air temperature.\n\n7.3  Fire Protection System: A complete ESFR fire protection sprinkler system\n     shall be provided for the warehouse and dock areas designed in accordance\n     with NFPA, to allow rack or piled storage of product to a height of 30'\n     without the need for in-rack sprinklers. The system shall include a fire\n     department connection at the front\n\n                                       7\n\n\n \n[IDI LOGO]\n \n     of the building and all necessary pipes, valves, smoke detectors, strobes,\n     alarms and fire bells as required by the municipality. Any specific\n     insurance company requirement should be forwarded to IDI for review as soon\n     as possible.\n\n     The office areas shall be provided with a fire protection sprinkler system\n     designed for light hazard densities in accordance with NFPA 13. \n\n     Semi-recessed, chrome plated sprinkler heads shall be provided for the\n     office areas and brass sprinkler heads shall be furnished in the warehouse\n     and dock area. Warehouse sprinkler heads will be 75 psi ESFR heads.\n\n8.0  ELECTRICAL\n     ----------\n\n8.1  Power Distribution: Included in this proposal is a complete building power\n     distribution system from an 800 amp, 277\/480 volt, 3-phase, 4-wire,\n     pad-mounted transformer to power and lighting panels, switches, and\/or\n     circuit breakers throughout the building; to supply heating, ventilating,\n     air-conditioning, lighting convenience outlets, and the other building\n     components identified in this proposal requiring electrical connections.\n     All components and devices to be industrial grade.\n\n8.2  Lighting: All lighting systems shall be designed and installed using the\n     fixture types outlined below, high power factor ballasts and single phase\n     circuits. Lighting shall be controlled by wall switches in the office and\n     circuit breaker design for switch-on in the warehouse areas. Contractor to\n     verify color of switches, receptacles and wall plates prior to\n     installation. \n \n     In general, the lighting systems shall be as follows:\n\n     A.  Warehouse - Metal Halide fixtures designed for twenty-five (25) foot-\n         candles initial average at 30\" above the floor in a general lighting\n         pattern (quantity provided 200). All foot-candle measurements will be\n         within +\/- 25% of the overall average specified. Fixtures will be hung\n         from the top chord of the bar joists and suspended between them.\n         Warehouse to include a night light system with quartz restrike.\n\n     B.  Accent Lighting - Wall or soffit lighting at all building entrances.\n\n     C.  Exit Light and Emergency Battery Pack Type Fixtures - Provided where\n         required by code. Emergency battery pack type fixtures to\n\n\n                                       8\n\n \n[IDI Logo]  \n\n         be wired to building electrical system and batteries to be \"trickle\"\n         charged.\n\n     D.  Parking Lot Lighting - Provided by a combination of pole and wall\n         mounted \"shoe box\" type high pressure sodium fixtures. Poles to be\n         tapered round spun, tapered aluminum and fixtures to have anodized\n         aluminum heads. The fixtures will turn-on by photo cell and turn-off by\n         time clock.\n\n     E.  Fifteen (15) 35-amp duplexes for block beaters will be provided. One\n         outlet per pair of doors.\n\n     Warehouse will have one (1) quadplex between each pair of overhead doors.\n\n9.0  EXCLUDED ITEMS\n     --------------\n\n     The following items shall be specifically excluded from this proposal:\n\n     A.  Furniture and office furnishings including demountable partitions.\n\n     B.  Building security, paging or phone systems.\n\n     C.  Time clocks, lockers, dumpster, dumpster screen, conveying\n         system, fire extinguishers, storage racks or in-rack sprinklers.\n\n     D.  Power distribution to, and electrical or mechanical hook-up of,\n         Tenant's equipment.\n\n10.0 MISCELLANEOUS ITEMS INCLUDED\n     ----------------------------\n\n     A.  Fire department knox box.\n\n     B.  Fire alarm control panel with required horns, bells, strobes and pull\n         stations.\n\n     C.  Full height glass entry door.\n\n     D.  One (1) roof access ladder and hatch.\n\n     E.  All necessary permits and approvals.\n\n\n                                       9\n\n \n[IDI LOGO] \n \n11.0 ALLOWANCE SUMMARY\n     -----------------\n\n11.1 Cash Allowance: The following cash allowances are included in this\n     specification. Cash allowances include all applicable tax, freight, design,\n     materials, installation, supervision, overhead, profit, etc., unless\n     otherwise noted, incurred by IDI to provide specific work. Overruns or\n     credits within any specific allowance area may be applied against the total\n     of the entire allowance fund. Tenant will be allowed to use any final cash\n     allowance fund balance for additional items in the building. Additions\n     shall be handled as a Change to the Lease and will carry a 12% fee for IDI.\n\n     A. Tenant Improvement\/Office   $400,000.00\n\n\n                                      10\n\n\n\n \n                                   EXHIBIT D\n                                   ---------\n\n                       SUBORDINATION, NON-DISTURBANCE AND\n                              ATTORNMENT AGREEMENT\n\n        \n        THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this\n\"Agreement\") is made as of the __ day of __________, 199_ between ____________,\na ______________ (hereinafter called \"Mortgagee\"), which has an office at \n_____________________ (Attn:____________________), ___________________________,\na __________________ corporation (hereinafter called \"Landlord\"), which has an \noffice at __________ and ___________ , a ____________ corporation (hereinafter \ncalled \"Tenant\"), which has an office at ____________.\n\n\n                             W I T N E S S E T H:\n                             - - - - - - - - - -\n        WHEREAS, Tenant has entered into that certain Lease (\"Lease\") dated\n___________________________, 199_ with Landlord, as Landlord, which Lease\ndemises certain premises (the \"Premises\") located on the real property described\non Exhibit A attached hereto and made a part hereof (the \"Property');\n\n        WHEREAS, Mortgagee has agreed to make a loan to Landlord in the face\nprincipal amount of $ __________, to be secured by a Mortgage and Security\nAgreement (herein, together with all amendments, modifications, extensions,\nrenewals, consolidations and replacements thereof now existing or hereafter\nentered into, collectively called the \"Mortgage\") on the Property; and\n\n        WHEREAS, Mortgagee, Landlord and Tenant have reached certain agreements\nregarding the Lease and the Mortgage hereinafter set forth in this Agreement.\n\n        NOW, THEREFORE, in consideration of the sum of ________ Dollars \n($_____) in hand paid by Mortgagee to Tenant and other valuable consideration,\nthe receipt and sufficiency of which are hereby acknowledged, it is hereby\nagreed as follows:\n\n        1.  In accordance with and subject to all the provisions of this\nAgreement, the Lease is and shall be subject and subordinate to the Mortgage, to\nthe full extent of any and all amounts from time to time secured thereby and\ninterest thereon.\n\n        2.  Tenant, for itself and its successors and assigns, agrees that it\nwill attorn to and recognize any purchaser of the Property at a foreclosure sale\nunder the Mortgage or any transferee who acquires the Property by deed in lieu\nof foreclosure or otherwise, and the successors and assigns of such purchaser or\ntransferee, as its landlord for the unexpired balance (and any extensions or\nrenewals, whether previously, at that time or thereafter exercised by Tenant) of\nthe term of the Lease, subject to and in accordance with the terms and\nconditions set forth in the Lease. Mortgagee agrees that Tenant will not be\njoined in any proceeding or action to foreclose the Mortgage unless Tenant is a\nnecessary party to such proceeding or action.\n\n        3.  Mortgagee, for itself and its successors and assigns, and for any\npurchaser at a foreclosure sale under the Mortgage, any transferee who acquires\nthe Property by deed in lieu of foreclosure or otherwise, and the successors and\nassigns of such purchaser or transferee (herein, Mortgagee and each such other\nparty is called a \"New Landlord\"), hereby covenants and agrees with Tenant that\nin the event Mortgagee shall commence any proceedings to foreclose the Mortgage\nfor any reason whatsoever or in the event any other New Landlord shall succeed\nto the interest of Landlord by foreclosure, deed in lieu thereof or otherwise,\nthat: (a) the Lease shall, in accordance with its terms, remain in full force\nand effect as a direct lease between Mortgagee or other New Landlord (as the\ncase may be), and Tenant, with the same force and effect as if originally\nentered into with Mortgagee, or such other New Landlord (as the case may be);\nand (b) Tenant's possession of the Premises and Tenant's rights and privileges\nunder the Lease shall not be diminished, interfered with or disturbed by such\nMortgagee or such other New Landlord by such foreclosure under the Mortgage or\nby any such attempt to foreclose or to succeed to the interests of Landlord by\nforeclosure, deed in lieu thereof or otherwise; provided that the rights of\npossession of Tenant are subject to all the terms of the Lease.\n\n        4.  Without the prior written consent of Mortgagee, Landlord will have\nno right or power to (a) enter into any agreement amending or terminating the\nLease or (b) cancel the term of, or surrender, the Lease, or (c) waive or\nrelease Tenant from any obligation of Tenant under the Lease; provided that\nregarding only any proposed amendment of the Lease which does not reduce the\namount of rental payable under the Lease by Tenant, relieve Tenant of any\nmaterial obligation under the Lease, materially increase the responsibilities of\nLandlord or otherwise materially impair or reduce the economic value of the\nLease to Mortgagee, Mortgagee agrees not unreasonably to withhold or delay its\nconsent. Mortgagee shall approve or disapprove of such actions within thirty\n(30) days of request thereof, and if\n\n                                      d-1\n\n \nnotice of disapproval is not received within said time deadline. Mortgagee is\ndeemed to have approved thereof. If Mortgagee disapproves same, it shall state\nwith specificity the reasons for such disapproval.\n\n        5.  The Tenant hereby agrees to provide Mortgagee with a copy of any\nwritten notice given by Tenant to Landlord of any default under the Lease by the\nLandlord (such copy to Mortgagee to be given simultaneously with the giving of\nthe notice to Landlord) and to allow Mortgagee the same right and opportunity to\nremedy or cure such default as may be available to Landlord under the Lease\nprior to exercising any right or remedy of the Tenant under the Lease.\nNotwithstanding the foregoing, Tenant agrees that Mortgagee shall have no\nobligation to remedy or cure any such default.\n\n        6.  In the event that Mortgagee or any other New Landlord shall succeed\nto the interest of Landlord under the Lease, Tenant agrees that Mortgagee or\nsuch other New Landlord shall not be: (i) subject to any credits, offsets\n(except as may be expressly provided to the contrary in the Lease), defenses,\nclaims or counterclaims which Tenant might have against any prior landlord\n(including Landlord) (ii) bound by any rent or additional rent which Tenant\nshall have paid more than one month in advance to any prior landlord (including\nLandlord), or (iii) bound by any amendment or modification to the Lease, after\nthe effective date hereof, or waiver of any provision of the Lease, which has\nnot been consented to in writing by Mortgagee or deemed approved hereunder.\n\n        7.  Each notice, demand or other communication in connection with this\nAgreement shall be in writing and shall be deemed to be given to and served upon\nthe addressee thereof on the earlier of (i) actual delivery to such addressee at\nits address set out above or (ii) the third business day after the deposit\nthereof in the United States mails, registered or certified mail, return receipt\nrequested, first-class postage prepaid, addressed to such addressee at its \naddress set out above. By notice complying with this section, any party may \nfrom time to time designate a different address in the continental United \nStates as its address for the purpose of the receipt of notice hereunder.\n\n        8.  This Agreement shall be binding upon and shall inure to the benefit\nof the parties hereto, and their respective successors and assigns.\n\n        9.  This Agreement shall be governed by and construed and interpreted in\naccordance with the laws of the State of Illinois.\n\n                                      d-2\n\n \n                                   EXHIBIT E\n\n                             Rules And Regulations\n\nThese Rules and Regulations have been adopted by Landlord for the mutual benefit\nand protection of all the tenants of the Building in order to insure the safety,\ncare and cleanliness of the Building and the preservation of order therein.\n\n   1.  The sidewalks shall not be obstructed or used for any purpose other than\ningress and egress. No tenant and no employees of any tenant shall go upon the\nroof of the Building without the consent of Landlord.\n\n   2.  No awnings or other projections shall be attached to the outside walls of\nthe Building.\n\n   3.  The plumbing fixtures shall not be used for any purpose other than those\nfor which they were constructed, and no sweepings, rubbish, rags or other\nsubstances, including Hazardous Substances, shall be thrown therein.\n\n   4.  No tenant shall cause or permit any objectionable or offensive odors to \nbe emitted from the Demised Premises.\n\n   5.  The Demised Premises shall not be used for lodging or sleeping or for any\nimmoral or illegal purposes.\n\n   6.  No tenant shall make, or permit to be made any unseemly or disturbing\nnoises, sounds or vibrations or disturb or interfere with tenants of this or\nneighboring buildings or premises or those having business with them.\n\n   7.  Each tenant must, upon the termination of this tenancy, return to the\nLandlord all keys of stores, offices, and rooms, either furnished to, or\notherwise procured by, such tenant, and in the event of the loss of any keys so\nfurnished, such tenant shall pay to the Landlord the cost of replacing the same\nor of changing the lock or locks opened by such lost key if Landlord shall deem\nit necessary to make such change.\n\n   8.  Canvassing, soliciting and peddling in the Building and the Project are\nprohibited and each tenant shall cooperate to prevent such activity.\n\n   9.  Landlord will direct electricians as to where and how telephone or \ntelegraph wires are to be introduced. No boring or cutting for wires or\nstringing of wires will be allowed without written consent of Landlord. The\nlocation of telephones, call boxes and other office equipment affixed to the\nDemised Premiss shall be subject to the approval of Landlord.\n\n   10.  Parking spaces associated with the Building are intended for the\nexclusive use of passenger automobiles. Except for intermittent deliveries, no\nvehicles other than passenger automobiles may be parked in a parking space\nwithout the express written permission of Landlord. Trucks and tractor trailers\nmay only be parked at designated areas of the Building. Trucks and tractor\ntrailers shall not block access to the Building.\n\n   11.  No tenant shall use any area within the Project for storage purposes\nother than the interior of the Demised Premises.\n\n                                      e-1\n\n \n                                  EXHIBIT F\n\n                           CERTIFICATE OF AUTHORITY\n                                  CORPORATION\n\n    The undersigned, Secretary of Aladdin Manufacturing Corporation (\"Tenant\"),\nhereby certifies as follows to INDUSTRIAL DEVELOPMENTS INTERNATIONAL, INC., a\nDelaware corporation (\"Landlord\"), in connection with Tenant's proposed lease of\npremises in Inventory Facility No. 1, at Bolingbrook Corporate Center,\nBolingbrook, Illinois (the \"Premises\"):\n\n    1.  Tenant is duly organized, validly existing and in good standing under\nthe laws of the State of __________________, and duly qualified to do business \nin the State of Illinois.\n\n    2.  That the following named persons, acting individually, are each\nauthorized and empowered to negotiate and execute, on behalf of Tenant, a lease\nof the Premises and that the signature opposite the name of each individual is\nan authentic signature:\n\n\n\n-----------------------     ----------------------     ----------------------\n       (name)                       (title)                   (signature)\n\n\n-----------------------     ----------------------     ----------------------\n       (name)                       (title)                   (signature)\n\n\n-----------------------     ----------------------     ----------------------\n       (name)                       (title)                   (signature)\n \n    3.  That the foregoing authority was conferred upon the person(s) named\nabove by the Board of Directors of Tenant, at a duly convened meeting held \n_____________, 19__.\n\n \n\n                                                ---------------------------\n                                                Secretary\n \n                                                            [CORPORATE SEAL]\n\n                                     f-1 \n\n\n \n\n \n                                   EXHIBIT G\n\n   The following Special Stipulations are hereby incorporated into and made a\npart of the foregoing Lease (\"this Lease\") and, to the extent of any conflict \nbetween these Special Stipulations and all other provisions of this Lease, these\nSpecial Stipulations shall govern and control.\n\n1.  Right of First Offer. So long as this Lease is in full force and effect and\n    ---------------------                                                     \nno Event of Default has occurred and is then continuing, and no facts or\ncircumstances then exist which, with the giving of notice or the passage of\ntime, or both, would constitute an Event of Default. Landlord hereby grants to\nTenant a right of first offer (the \"Right of First Offer\") to expand the Demised\nPremises to include any space in the Building which directly adjoins the Demised\nPremises and becomes vacant from time to time (the \"Offer Space\"), subject to\nthe following terms and conditions. The term \"directly adjoins\", as used in the\npreceding sentence, shall mean space which actually adjoins the Demised\nPremises. By way of example, the Demised Premises contains approximately 201,850\nsquare feet, located at one end of the Building, leaving approximately 150,488\nsquare feet in the remainder of the Building. Assuming, for the purposes of this\nexample only, that no other tenants occupied any other portion of the Building,\na lease by Landlord of approximately 10,000 square feet at the opposite end of\nthe Building from the Demised Premises (thereby leaving approximately 10,000\nsquare feet of space directly adjoining the Demised Premises) would not be\nsubject to the Right of First Offer and would not constitute Offer Space.\n\n    (a) The term of the Right of First Offer shall commence on the Lease\nCommencement Date and continue throughout the initial Term (the \"First Offer\nPeriod\").\n\n    (b) Subject to the other terms of this Right of First Offer, after any part\nof the Offer Space has or will \"become available\" (as defined herein) for\nleasing by the Landlord, Landlord shall not, during the term of the Right of\nFirst Offer, lease to another tenant such available portion of the Offer Space\n(the \"Available Offer Space\") without first offering Tenant the right to lease\nsuch Available Offer Space, subject to the following conditions:\n\n        (i)   Space shall be deemed to \"become available\" when Landlord desires\nto offer vacant space in the Building for lease or a lease for any tenant in the\nBuilding from time to time of all or a portion of the Offer Space expires or is\notherwise terminated.\n\n        (ii)  Notwithstanding item (i) of this subparagraph b, Offer Space shall\nnot be deemed to \"become available\" if the space is assigned or subleased by the\nthen-current tenant of the space; or re-let by the then-current tenant of the\nspace by renewal, extension, or renegotiation.\n\n    (c)  Consistent with subparagraph b. above, Landlord shall not lease any\nAvailable Offer Space to another tenant unless and until Landlord has first\noffered the Available Offer Space to Tenant in writing (the \"Offer\"). The Offer\nshall contain (i) a description of the Available Offer Space (which description\nshall include the square footage amount and location of such Available Offer\nSpace) and an attached floor plan that will show the Available Offer Space; (ii)\nthe date on which Landlord expects the Available Offer Space to become\navailable; (iii) the increase in the Base Rent which would occur upon\nincorporating the Available Offer Space into this Lease; and (iv) the increase\nin Tenant's Operating Expense Percentage which would occur upon incorporating\nthe Available Offer Space into this Lease. Upon receipt of the Offer, Tenant\nshall have the right, for a period of ten (10) calendar days after receipt of\nthe Offer, to exercise the Right of First Offer by giving Landlord written\nnotice that Tenant desires to lease the Offer Space at the base rent and upon\nthe special terms and conditions as are contained in the Offer. If the term of\nthe Offer Space expires after the Expiration Date of the Term, the Term of this\nLease shall be extended to be coterminous with the term of the Offer Space and\nthe Annual Base Rent per square foot for the Demised Premises during said\nextension shall be based upon the greater of (i) the base rent per square foot\nfor the Offer Space or (ii) the Annual Base Rent per square foot of the Demised\nPremises for the last year of the Term.\n\n    (d)  If, within such ten (10)-day period, Tenant exercises the Right of\nFirst Offer, then Landlord and Tenant shall amend the Lease to include the Offer\nSpace so that the Offer Space shall thereafter be governed by the terms and\nconditions of this Lease as modified by the terms and conditions of the Offer.\n\n    (e)  If, within such ten (10)-day period, Tenant declines or fails to \nexercise the Right of First Offer, Landlord shall then have the right to lease\nthe Offer Space in portions or in its entirety to a third party, unrelated to\nand unaffiliated with Landlord, at any time without regard to the restrictions\nin this Right of First Offer and on whatever terms and conditions Landlord may\ndecide in its sole discretion, provided the base rent, additional rent, any\nmonetary allowances and any rent concessions are not substantially more\nfavorable to such tenant than those set forth in the Offer, without again\ncomplying with all the provisions of this Right of First Offer. Any base rent\nwhich is at least ninety percent (90%) of the base rent specified in the Offer\nwill conclusively be deemed to be as favorable as the base rent specified in the\nOffer.\n\n                                      g-1\n\n \n     (f)  If Landlord desires to lease the Offer Space at a base rent \nsubstantially less than the base rent set forth in the Offer, or if Landlord\ndesires to materially alter or modify the special terms and conditions of the\nOffer, if any, Landlord shall be required to present the altered or modified\nOffer to Tenant pursuant to this Right of First Offer, in the same manner that\nthe original Offer was submitted to Tenant.\n\n     (g)  With respect to any portion of the Building which is leased from time\nto time during the Term (subject to compliance by Landlord with this Special\nStipulation 1) and which, if vacant, would constitute Offer Space, this Right of\nFirst Offer shall be subordinate to any extension or renewal options contained\nin any such lease. Further, if at the end of the term of any such lease, the\ntenant thereunder desires to remain in its space, Landlord shall be entitled to\nrenew the lease and this Right of First Offer shall be subject and subordinate\nto such renewal.\n\n     (h)  This Right of First Offer is personal to ALADDIN MANUFACTURING\nCORPORATION, and shall become null and void upon the occurrence of an assignment\nof the Lease or a sublet of all or a part of the Demised Premises.\n\n                                      g-2\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8244],"corporate_contracts_industries":[9462],"corporate_contracts_types":[9590,9579],"class_list":["post-41897","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mohawk-industries-inc","corporate_contracts_industries-manufacturing__textiles","corporate_contracts_types-land__il","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41897","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41897"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41897"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41897"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41897"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}