Illinois-Chicago-233 South Wacker Drive Sublease - Ernst & Young US LLP and SPSS Inc.
SUBLEASE
1. Parties. This Sublease, dated _______________, 1997, is made between Ernst &
Young U.S. LLP, a limited liability partnership registered in Delaware
("Sublandlord"), and SPSS Inc., a Delaware corporation("Subtenant").
2. Master Lease. Sublandlord is the tenant under a lease dated September 25,
1991 (as amended on March 2, 1992, July 24, 1992 and July 28, 1992), wherein
Tower Leasing, Inc. successor in interest to ST Holdings, Inc., a Delaware
corporation ("Master Landlord") leases to Sublandlord certain premises described
as approximately 352,356 square feet in that certain building (the "Building")
commonly known as Sears Tower at 233 South Wacker Drive in the City of Chicago,
State of Illinois (the "Master Premises"). Such lease, as amended, is herein
referred to as the "Master Lease" is attached hereto as EXHIBIT A.
3. Premises.
3.1 Initial Occupancy; Add-On Premises. Sublandlord hereby subleases to
Subtenant on the terms and conditions set forth in this Sublease a portion of
the Master Premises consisting of approximately 20,000 square feet on the 11th
floor of the Building (referred to herein as the "Initial Premises" or, together
with any other space from time to time demised hereby, the "Premises").
Effective February 1, 1998 (herein the "Add-On Date") there shall be added to
the Premises, without notice or further act by Sublandlord or Subtenant, a
portion of the Master Premises, consisting of approximately 20,000 square feet
on the 12th floor of the Building (herein referred to as the "Add-On Premises").
Subtenant shall designate the exact location of the Initial Premises and of the
Add-On Premises in exhibits to be incorporated into this Sublease by way of
amendments (the "Initial Premises Amendment" and the "Add-On Amendment",
respectively). The Initial Premises Amendment shall be executed and delivered by
Subtenant to Sublandlord as soon as reasonably possible after the execution
hereof, the Add-On Amendment shall be executed and delivered by Subtenant to
Sublandlord prior to November 1, 1997.
3.2 Expansion Right. At any time and from time to time on or before
November 1, 1998, upon at least five (5) days prior written notice to
Sublandlord, Subtenant shall have the right to exercise the option to expand
into all or any part of the remainder portion of the 11th and 12th floors which
is not part of the Premises subleased by Subtenant pursuant to Section 3.1
hereunder (the "Remainder Portion"). In Subtenant's written notice of exercise
of its option to sublease all or any part of the Remainder Portion ("Subtenant's
Exercise Notice") Subtenant shall specify the specific area of the Remainder
Portion as to which Subtenant's Exercise Notice relates and the date upon which
it desires to take occupancy of such part of the Remainder Portion (the
"Occupancy Date") which shall in no event be earlier than five (5) days from the
date of Subtenant's Exercise Notice. Upon the Occupancy Date the area as to
which the Exercise Notice relates shall be deemed to be part of and included
within the "Premises" subleased hereunder. In all events, to the extent that on
November 1, 1998 there is any part (including the
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whole thereof) of the Remainder Portion which has not been previously subleased
by Subtenant pursuant to the foregoing expansion provisions of this Section 3.2
or pursuant to Section 3.3.1, such unsubleased part of the Remainder Portion
shall be deemed to constitute part of and be included within the Premises
subleased hereunder so that as of November 1, 1998 the Premises shall be
comprised of the entire 11th and 12th floors of the Building consisting of
approximately 99,444 rentable square feet.
3.3 Actual Occupancy.
3.3.1 Notwithstanding the provisions of Section 3.2 hereof,
but subject to the provisions of Section 3.3.2, to the extent that Subtenant
actually occupies or in any manner uses any portion of the Remainder Portion for
business operations, storage or placement of personnel, whether temporary or
permanent, such use shall cause such part of the Remainder Portion to become
part of the Premises for all purposes of this Sublease as though Subtenant had
exercised its option to expand into such space and incorporate it within the
Premises in accordance with the provisions of Section 3.2.
3.3.2 Subtenant, its agents, employees contractors and
subcontractors, shall have the right from time to time to enter upon and occupy
(i) all or any portion of the Remainder Portion located on the 11th floor at any
time from and after the Commencement Date for the purpose of constructing the
"First Phase" of "Subtenant's Work" as described in Section 34.1 and (ii) all or
any portion of the Remainder Portion located on the 12th floor at any time from
and after the Add-On Date for the purpose of constructing the "Second Phase" of
Subtenant's Work as described in Section 34.1. Such entry upon and occupancy of
all or any portion of the Remainder Portion for such construction purposes shall
not constitute or be deemed to be the addition of such space to the Premises.
However, such entry and occupancy shall be deemed to be under all of the terms,
covenants, conditions and provisions of this Sublease except those relating to
the payment of Base Rent, other rent and Operating Costs, and expressly
including, without limitation, Section 11 hereof (relating to utilities and
services), Section 17 hereof (relating to insurance) and Section 18 hereof
(relating to indemnity).
4. Warranty by Sublandlord. Sublandlord warrants and represents to Subtenant
that the Master Lease is in full force and effect and has not been amended or
modified except as expressly set forth herein, that, to Sublandlord's knowledge,
Sublandlord is not in default or breach of any of the provisions of the Master
Lease, and that, to Sublandlord's knowledge, Master Landlord is not in default
or breach of any of the provisions of the Master Lease.
5. Term. The term ("Term") of this Sublease shall commence (the "Commencement
Date") on the latest of: (i) April 1, 1997, (ii) ten (10) business days after
the Required Consent has been obtained in writing in accordance with Section 32
hereof, or (iii) the date Subtenant has executed and delivered the Initial
Premises Amendment to Sublandlord, and end on May 31, 2012 (the "Termination
Date"), unless otherwise sooner terminated in accordance with the provisions of
this Sublease. In the event the Term commences on a date other than the date set
forth in clause (i), Sublandlord and Subtenant shall execute a memorandum
setting forth the actual date
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of commencement of the Term. Possession of the Initial Premises shall be
delivered to Subtenant on the Commencement Date; and possession of the Add-On
Premises shall be delivered to Subtenant on the Add-On Date, such deliveries
being subject to delays for casualties. Notwithstanding the foregoing, if
Sublandlord has not delivered possession of the Initial Premises to Subtenant
within ten (10) business days after the date that Master Landlord has delivered
to Sublandlord its written consent to this Sublease, Subtenant may give written
notice to Sublandlord of Subtenant's intention to cancel this Sublease. Such
notice shall set forth an effective date for such cancellation which shall be
the first business day after delivery of such notice to Sublandlord. If
Sublandlord delivers possession to Subtenant on or before such effective date,
this Sublease shall remain in full force and effect. If Sublandlord fails to
deliver possession to Subtenant on or before such effective date, this Sublease
shall be canceled, in which case any consideration previously paid by Subtenant
to Sublandlord on account of this Sublease shall be returned to Subtenant, this
Sublease shall thereafter be of no further force or effect, and Sublandlord
shall have no further liability to Subtenant on account of such delay or
cancellation.
6. Rent.
6.1 Base Rent. Subtenant shall pay to Sublandlord monthly base rent in
accordance with the schedule set forth hereinbelow, without deduction, setoff,
notice, or demand (except as provided in Section 34.4 below with respect to
Subtenant's set-off right in respect of the Work Allowance), at the address set
forth in Section 12, or at such other place as Sublandlord shall designate from
time to time by notice to Subtenant. Monthly installments of base rent shall be
payable in advance, on the first day of each calendar month of the Term on and
after November 1, 1998. Subtenant shall pay to Sublandlord upon execution of
this Sublease the amount of $145,022.50 as base rent for November 1, 1998. No
base rent shall be payable with respect to any period prior to November 1, 1998,
subject to Section 35 hereof. If the payment of base rent begins or the Term
ends on a day other than the first or last day of a month, the base rent for the
partial months shall be prorated on a per diem basis.
Rent Schedule
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Monthly Base Rent Payment Period
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$145,022.50 11/1/98 - 10/31/99
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$149,166.00 11/1/99 - 10/31/00
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$153,309.50 11/1/00 - 10/31/01
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$157,453.00 11/1/01 - 10/31/02
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$161,596.50 11/1/02 - 10/31/03
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$165,740.00 11/1/03 - 10/31/04
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$169,883.50 11/1/04 - 10/31/05
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$174,027.00 11/1/05 - 10/31/06
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$178,170.50 11/1/06 - 10/31/07
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$182,314.00 11/1/07 - 10/31/08
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$186,457.50 11/1/08 - 10/31/09
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$190,601.00 11/1/09 - 10/31/10
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$194,744.50 11/1/10 - 10/31/11
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$198,888.00 11/1/11 - 5/31/12
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6.2 Operating Costs. The Master Lease requires Sublandlord to pay to
Master Landlord a portion of the expenses of owning and operating the Building
and the land upon which it is situated ("Operating Costs"), including, but not
limited to, maintenance and repair, taxes, utilities, and insurance, all as more
particularly described in Section 3 of the Master Lease. Commencing as of
January 1, 1998, Subtenant shall be responsible for, as additional rent,
Subtenant's Proportionate Share of the amounts payable by Sublandlord under the
Master Lease as Operating Costs incurred for the Master Premises in excess of
those incurred for calendar year 1997. Subtenant shall have no responsibility
for the payment of Operating Costs in 1997. The Operating Costs shall be payable
by Subtenant to Sublandlord hereunder as and when such Operating Costs are
payable by Sublandlord to Master Landlord pursuant to the Master Lease. If the
Master Lease provides for the payment by Sublandlord of Operating Costs on the
basis of estimates thereof, then, Subtenant's proportionate share of such
estimates shall be payable as and when estimates are payable by Sublandlord
under the Master Lease. Notwithstanding the two immediately foregoing sentences,
payments of Subtenant's Proportionate Share of Operating Costs which would
otherwise be due from January 1, 1998 through October 31, 1998, shall accrue and
not be due and payable until November 1, 1998. When adjustments between
estimated and actual Operating Costs are made under the Master Lease, the
obligations of Sublandlord and Subtenant hereunder shall be adjusted in a like
manner; and if any such adjustment shall occur after the expiration or earlier
termination of the Term, then the obligations of Sublandlord and Subtenant under
this Section 6.2 shall survive such expiration or termination. Sublandlord
shall, upon request by Subtenant, furnish Subtenant with copies of all
statements submitted by Master Landlord of actual or estimated Operating Costs
during the Term.
As used herein, "Subtenant's Proportionate Share" shall mean
the ratio, expressed as a percentage to the nearest 1/100 of one percent, of the
total rentable square footage of the Premises demised hereby from time to time
to the total rentable square footage of the Master Premises from time to time
leased to Sublandlord pursuant to the Master Lease. It is hereby acknowledged
and agreed that as of the date hereof the Master Premises leased to Sublandlord
pursuant to the Master Lease consists of all of the 11th through 17th floors of
the Building and contains approximately 352,356 rentable square feet and that,
assuming that such Master
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Premises remain leased to Sublandlord as of November 1, 1998, then Subtenant's
Proportionate Share as of November 1, 1998 shall be 28.22% (representing the
ratio of 99,444 to 352,356).
6.3 Additional Rent. All amounts over and above, or in addition to,
base rent which are payable by Subtenant to Sublandlord under the terms of this
Sublease, including but not limited to the Operating Costs described in Section
6.2, shall be deemed additional rent hereunder and Sublandlord shall have all
the rights and remedies in the event of the nonpayment thereof as it would have
had in the event of the nonpayment of any installment of base rent.
7. Security Deposit. (Intentionally Deleted)
8. Use of the Premises. The Premises shall be used and occupied only for general
offices and/or professional business purposes consistent with the provisions of
the Master Lease, and for no other use or purpose.
9. Assignment and Subletting. Except as expressly provided in this Section 9,
Subtenant shall not hypothecate its interest in or assign this Sublease, or
sublet, license or otherwise transfer any interest in the Sublease or all or any
part of the Premises without (i) the prior written consent of Sublandlord, which
consent shall not be unreasonably withheld or delayed, and (ii) the prior
written consent of Master Landlord in accordance with the terms and provisions
of the Master Lease. Subtenant shall pay, within ten (10) days of written
demand, any fees or costs payable to Master Landlord under the Master Lease and
Sublandlord's reasonable attorneys' fees incurred in connection with Subtenant's
request for consent to a sublease or assignment of this Sublease.
Notwithstanding the foregoing, Subtenant may, upon delivery of written notice to
Sublandlord and subject to the prior written consent of Master Landlord in
accordance with the terms and provisions of the Master Lease, assign this
Sublease in whole or in part or sublet or license all or any portion of the
Premises to any entity to which substantially all of the assets, stock or
business of Subtenant is transferred or with which Subtenant is merged or
consolidated; provided that Subtenant delivers to Sublandlord prior written
notice of the name of any successor company and a copy of the Master Landlord's
consent to such transfer of this Sublease, and any other documentation
reasonably requested by Sublandlord, including a copy of the assignment or
sublease document.
10. Other Provisions of Sublease.
10.1 All applicable terms and conditions of the Master Lease are
incorporated into and made a part of this Sublease as if Sublandlord were the
landlord thereunder, Subtenant the tenant thereunder, and the Premises the
Master Premises, but incorporating such provisions herein shall not obligate
Sublandlord or be construed as causing Sublandlord to assume or agree to perform
any obligations assumed by the Master Landlord or be responsible for any
representations or warranties of Master Landlord under the Master Lease.
Notwithstanding the foregoing and subject to the provisions of Section 10.2
below, the following provisions shall be deemed deleted from the Master Lease
for the purpose of incorporation herein: 1,2,3, the last sentence of 4.A (except
for the right to use the Premises' ceiling plenum space and the underfloor duct
system for
<PAGE>
wiring and cabling in accordance with Exhibit E and Section 8 of the Master
Lease), 5, the proviso at the end of the second sentence of 6.A (ii) and the
second to the last sentence of 6.A(ii), the references to 5 years of free
electricity for incidental uses in 6.E (i), 6.E (ii), the second sentence of
15.D, 15.E (ii) and (iii), 17, the last two sentences of 19.A, 25, 26.J, 26.Q,
26.R, 26.S, 26.T, 26.U, 26.W, 26.Z, the first and the last sentence of 26.V,
26.Y, 26.CC, 27, 28, 29, 30, 31, 32, 33, 34 and 36, and Exhibits E, I, K, L, M,
N, O, P, Q-1, Q-2, Q-3, Q-4, Q-5, Q-6, and R. Notwithstanding any other
provision hereof (i) Subtenant shall only be entitled to abatement of rent under
this Sublease pursuant to Sections 6.B, 11 and 14 of the Master Lease as
incorporated herein to the extent Sublandlord receives rent abatement from
Master Landlord for the Premises pursuant to the terms of the Master Lease, (ii)
only Sublandlord, as the named tenant under the Master Lease, shall be entitled
to the benefits of 19.A. (ii), and (iii) in Sections 26.H, 26.I and 26.X the
references to "Landlord" shall be deemed to refer only to Master Landlord.
Subtenant assumes and agrees to perform the tenant's obligations under the
Master Lease during the Term to the extent that such obligations are applicable
to the Premises, except that the obligation to pay "Base Rent" and "Additional
Rent" to Master Landlord under Sections 2 and 3, respectively, of the Master
Lease shall be considered performed by Subtenant to the extent and in the amount
base rent and Operating Costs are paid to Sublandlord in accordance with
Sections 6.1 and 6.2 of this Sublease. Subtenant shall not commit or suffer any
act or omission that will violate any of the provisions of the Master Lease. If
the Master Lease gives Sublandlord any right to terminate the Master Lease in
the event of the partial or total damage, destruction, condemnation of the
Master Premises or the Building or otherwise, the exercise of such right by
Sublandlord shall not constitute a default or breach hereunder. To the extent
that the Master Lease provides for the abatement of rent and other charges in
respect of the Premises in the event of partial damage, destruction or
condemnation, rent and other charges hereunder shall be abated in the same
proportion and for the same time period.
10.2 Sublandlord and Subtenant agree that the provisions of the Master
Lease referred to in this Section 10.2 below shall be incorporated herein and
applied to this Sublease only to the extent specifically set forth below,
provided that such incorporation of these provisions for the benefit of
Subtenant in the manner set forth below is not violative of the Master Lease
and, if required under the Master Lease, is consented to in writing by Master
Landlord:
(i) With respect to Sublandlord's parking rights under Section 26.Q of the
Master Lease, Subtenant shall have the right at any time and from time
to time during the term of this Sublease to lease one (1) of the "On
Site Parking Spaces" in the Building on the same terms and conditions
and at the same cost (from time to time) on which Sublandlord is
entitled to lease such space under the Master Lease. Subtenant may
exercise such right to lease, and may terminate any such lease, by
delivery of thirty (30) days prior written notice to Sublandlord.
(ii) With respect to Sublandlord's rights with respect to listings in the
Building lobby directories under Section 26.R of the Master Lease, to
the extent that Master Landlord does not make comparable building
directory listings available to Subtenant without cost to Subtenant,
then Sublandlord shall allocate to Subtenant, without cost to
Subtenant,
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Subtenant's Proportionate Share (or less, at the option of Subtenant)
of the directory listing space made available to Sublandlord under the
Master Lease.
(iii)Subtenant shall be entitled to any penalty payments paid by Landlord
to Tenant pursuant to Section 26.X of the Master Lease in respect of
curtain wall window breakage relating solely to the Premises.
Sublandlord shall use reasonable due diligence to seek such payment on
Subtenant's behalf and shall pay any amounts received from Master
Landlord on Subtenant's behalf to Subtenant within thirty (30) days of
receipt.
(iv) With respect to Sublandlord's rights to use existing Building
firestairs under Section 26.Z of the Master Lease, Subtenant shall
have the right to use such stairs for access between 11th and 12th
floors of the Building pursuant to all the same terms and conditions
set forth in Section 26.Z of the Master Lease including that (a) such
use shall be subject to all applicable governmental laws and
regulations which may, at any time, prohibit or restrict such usage,
(b) Subtenant, at its sole cost and expense, must install a card key
or similar access system reasonably acceptable to both Master Landlord
and Sublandlord on the stairwell side of each door leading into the
Premises from such stairwells, (c) neither Master Landlord nor
Sublandlord shall be responsible for any maintenance, decorating or
other improvement of such stairwells, and such improvements shall be
done at Subtenant's sole expense in accordance with the provisions of
Section 19 hereof, and (d) Master Landlord and Sublandlord reserve the
right to establish such reasonable rules and regulations as may be
necessary with respect to Subtenant's use thereof.
(v) To the extent Sublandlord is not charged by Master Landlord for
lighting costs for the period from January 1 to April 30 of any
calendar year during the Term pursuant to Section 6.A(ii) of the
Master Lease, Subtenant shall similarly not be charged for such
lighting costs.
11. Utilities and Services. Subtenant shall be entitled to all those services
and utilities which the Master Landlord is required to provide to the Premises
pursuant to Section 6 of the Master Lease at a cost to be paid by Subtenant as
of the Commencement Date in accordance with Section 6 of the Master Lease.
Subtenant shall look solely to the Master Landlord for the provision of such
services and utilities and Sublandlord shall not be responsible for Master
Landlord's failure to provide the same. To the extent that Master Landlord
imposes additional charges under the Master Lease for any additional service or
utility provided to the Premises beyond the basic services and utilities that
are required to be supplied by the Master Lease, including but not limited to
additional cleaning and after hours and/or supplemental HVAC, freight elevator
charges, Subtenant shall pay for such charges, as additional rent, upon written
demand therefor.
12. Notices. All notices and demands which may be or are required or permitted
to be given by either party to the other party hereunder shall be in writing.
All notices and demands by Sublandlord to Subtenant shall be sent by United
States mail, postage prepaid, by commercial
<PAGE>
overnight delivery service (with verification of receipt requested) or by
facsimile transmission (on business days only) with a confirming copy required
to be sent by U.S. mail, addressed to Subtenant at the Premises, and to the
address hereinbelow, or to such other place as Subtenant may from time to time
designate in a notice to Sublandlord. All notices and demands by Subtenant to
Sublandlord shall be sent by United States mail, postage prepaid, by commercial
overnight delivery service (with verification of receipt requested) or by
facsimile transmission (on business days only) with a confirming copy required
to be sent by U.S. mail, addressed to Sublandlord at the address set forth
herein, and to such other person or place as Sublandlord may from time to time
designate in a notice to Subtenant. Delivery of any notice shall be effective
three business days after date of mailing if sent by U.S. mail, the next
business day after being sent, if delivered by overnight delivery service, or on
the date of transmission if sent by facsimile on a business day prior to 4:00
p.m. EST (and if sent later than 4:00 p.m. EST, on the next business day).
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To Sublandlord: Ernst & Young U.S. LLP
Sears Tower
233 S. Wacker Drive
Chicago, Il. 60606
Attn: Managing Partner
Fax No. 312-879-3770
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With copies of any notice of default to: Ernst & Young U.S. LLP
Attn: General Counsel's Office
787 Seventh Avenue
New York, NY 10019
Fax No. 212-773-3896
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To Subtenant: SPSS Inc.
Sears Tower
233 S. Wacker Drive, 11th Floor
Chicago, Il. 60606
Attn.: Senior Director,
Corporate Administration
Fax No.:
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With a copy of any notice delivered SPSS Inc.
prior to November 1, 1998 also to: 444 North Michigan Avenue
Chicago, Illinois 60611-3962
Attn: Senior Director, Corporate
Administration
Fax No.: 312-329-3560
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13. Time Periods for Performance. Notwithstanding the provisions of Section 10
of this Sublease, the time limits contained in the Master Lease for the giving
of notices, making of
<PAGE>
demands or performing of any act, condition or covenant on the part of tenant
under the Master Lease, or for the exercise by the tenant thereunder of any
right, remedy or option incorporated herein are changed for the purpose of
incorporation herein by reference by shortening the same, in each instance, by
five (5) days, so that, in each instance, Subtenant shall have five (5) days
less time to observe or perform hereunder than Sublandlord has as tenant under
the Master Lease. If the Master Lease, as incorporated herein, only allows five
(5) days or less for Subtenant to perform any act or to correct any failure
relating to the Premises or this Sublease, then, except in the event of an
emergency, Subtenant shall nevertheless be allowed three (3) days to perform any
such act or correct any such failure.
14. Performance by Sublandlord; Quiet Enjoyment. Sublandlord agrees that it will
pay all rent and other charges due and payable under the Master Lease with
respect to the entire Master Premises as and when the same shall become due and
payable, subject to Sublandlord's rights and remedies under the Master Lease,
that Sublandlord will observe and perform all other obligations required to be
observed or performed by tenant under the Master Lease with respect to the
portion of the Master Premises not included in the Premises demised hereby, and
that, subject to Subtenant's performance of its obligations under this Sublease,
Sublandlord will maintain the Master Lease in full force and effect and in good
standing.
Sublandlord further covenants that Subtenant, upon paying the rent and
the charges provided for herein and upon observing and performing all other
terms, covenants, conditions and agreements contained herein, shall during the
Term of this Sublease peaceably and quietly have, hold and enjoy the Premises
subject to the terms, covenants, conditions and agreements hereof free from any
hindrance by Sublandlord or any person claiming by, through or under
Sublandlord.
15. Enforcement of Rights. If Master Landlord defaults in any of its obligations
under the Master Lease, Subtenant shall be entitled, at its own cost, to
participate with Sublandlord in any action undertaken by Sublandlord in the
enforcement of Sublandlord's rights against Master Landlord. If Sublandlord
elects not to take action, whether legal action or otherwise, for the
enforcement of Sublandlord's rights against Master Landlord, Subtenant shall
have the right to take such action in its own name and, for that purpose and
only to such extent, all the rights of Sublandlord under the Master Lease with
respect to the Premises shall be and are hereby conferred upon and assigned to
Subtenant, and Subtenant shall be subrogated to such rights to the extent they
apply to the Premises. Subtenant shall defend, indemnify and hold Sublandlord
harmless from all claims, costs and liabilities, including attorneys' fees and
costs, arising out of or in connection with any such action by Sublandlord on
Subtenant's behalf or by Subtenant.
16. Delivery of Possession. The Premises shall be delivered in their "as is"
condition (as of the Commencement Date), broom clean, on the respective dates
that the several portions of the Premises are required to be delivered pursuant
to the terms hereof. Subtenant acknowledges that it has inspected the Premises
and found them to be in acceptable condition. However, notwithstanding the
foregoing, Sublandlord shall remove all the furniture and personal property (i)
from the 11th floor of the Master Premises prior to the Commencement Date, and
(ii) from the
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12th floor of the Master Premises prior to the Add-On Date.
17. Insurance. Subtenant shall comply with all of the insurance requirements and
obligations of Sublandlord, as tenant under the Master Lease, and shall, whether
required by the Master Lease or not, name Master Landlord and Sublandlord as
additional insureds, as their interests may appear, on all policies of insurance
required to be carried by Subtenant hereunder or thereunder. The parties
mutually agree that (insofar as and to the extent that such agreement may be
effective without invalidating or making it impossible to secure insurance
coverage from responsible insurance companies doing business in the State of
Illinois), with respect to any property loss which is covered by insurance then
being carried by Sublandlord or Subtenant, respectively, the party carrying such
insurance and suffering such loss releases the other of and from any and all
claims with respect to such loss; and the parties further mutually agree that
their respective insurance companies shall have no right of subrogation against
the other on account thereof, even though extra premium may result therefrom. If
and to the extent such waiver can be obtained only upon payment of an additional
charge, the party benefiting from the waiver shall pay such charge, upon demand,
or shall be deemed to have agreed that the party obtaining the insurance
coverage in question shall be free of any further obligations under the
provisions hereof relating to such waiver.
18. Subtenant's and Sublandlord's Indemnity. Subtenant shall defend, indemnify
and hold harmless Sublandlord, its partners, employees, and agents, and Master
Landlord, from and against any and all claims, liabilities, suits, judgments,
awards, damages, losses, fines, penalties, costs and expenses, including
reasonable attorney's fees, that Sublandlord, its partners, employees and
agents, and Master Landlord may suffer, incur or be liable for by reason of or
arising out of or related to the breach by Subtenant of any of the duties,
obligations, liabilities or covenants applicable to Subtenant hereunder,
Subtenant's occupancy or use of the Premises, any alterations, additions or
modifications made to the Premises by Subtenant or Subtenant's negligence or
willful misconduct. This indemnification shall survive termination of this
Sublease.
Sublandlord shall defend, indemnify and hold harmless Subtenant, its
officers, directors, employees and agents, from and against any and all claims,
liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs
and expenses, including reasonable attorneys' fees, that Subtenant, its
officers, directors, employees and agents may suffer, incur or be liable for by
reason of or arising out of or related to the breach by Sublandlord of any of
the duties, obligations, liabilities or covenants applicable to Sublandlord
hereunder or Sublandlord's negligence or willful misconduct within or relating
to the Master Premises. This indemnification shall survive termination of this
Sublease.
19. Alterations. Notwithstanding anything in the Master Lease as incorporated
herein to the contrary, before proceeding with any alteration, addition or
improvement to the Premises (collectively, "Alteration"), Subtenant shall obtain
the prior written consent of Sublandlord and Master Landlord and submit to
Sublandlord and Master Landlord plans and specifications for the work to be done
prepared by a licensed architect for Sublandlord's and Master Landlord's prior
<PAGE>
written consent. Subtenant shall reimburse Sublandlord, within ten (10) days of
written demand therefor, for all of Sublandlord's reasonable, out-of-pocket
costs incurred in connection with the review of Subtenant's plans and obtaining
the consent of Master Landlord with respect thereto, including, without
limitation, any costs imposed by Master Landlord pursuant to the terms of the
Master Lease. Sublandlord shall not unreasonably withhold its consent to any
such proposed work or plans and specifications, and Sublandlord shall describe
with particularity any objection, and the reasons therefor, which it may have to
any proposed work or plans or specifications. Sublandlord shall be required to
respond within ten (10) days of receipt of any request from Subtenant for its
consent to any Alteration provided that Subtenant sets forth such ten (10) day
response period in its request for such consent. Subtenant shall deliver to
Sublandlord, within five (5) days of request, a copy of Master Landlord's
approval of Subtenant's plans for any Alteration. Subtenant acknowledges and
agrees that, notwithstanding anything herein to the contrary, with respect to
any of Subtenant's Alterations, Sublandlord shall have no responsibility
whatsoever for the installation or proper functioning of, cost of correcting, or
removal upon Sublease termination of any of Subtenant's Alterations or any
compliance requirements of the Master Lease (including, without limitation, any
costs imposed by Master Landlord with respect to its review of plans and/or
supervision of work), and Subtenant shall bear the entire responsibility and
liability therefor.
20. Limitations on Sublandlord.
(i) Subtenant acknowledges that Sublandlord has made no representations or
warranties with respect to the Building or the Premises except as expressly
provided in this Sublease.
(ii) If Sublandlord assigns its leasehold estate in the entire Master
Premises, Sublandlord shall have no obligation to Subtenant arising thereafter.
Subtenant shall then recognize Sublandlord's assignee as sublessor under this
Sublease.
(iii) Sublandlord shall not be required to perform any of the covenants and
obligations of Master Landlord under the Master Lease and, insofar as any of the
obligations of the Sublandlord hereunder are required to be performed under the
Master Lease by Master Landlord, Subtenant shall rely on and look solely to
Master Landlord for the performance thereof.
21. Subtenant's Obligations upon Termination of this Sublease. Subtenant shall
keep the Premises in good order and condition and as otherwise required pursuant
to the Master Lease as incorporated herein. At the expiration or sooner
termination of this Sublease, Subtenant shall surrender and deliver up the
Premises "broom clean" and in the same condition as delivered by Sublandlord,
except that (i) Subtenant shall not be required to remove any part of
Subtenant's Work (as defined in Section 34 hereof), or any of its subsequent
Alterations unless (a) with respect to either of the foregoing, Master Landlord,
pursuant to the terms of the Master Lease requires such removal, or (b) with
respect to any subsequent Alterations at the time of granting its consent to
such Alteration, Sublandlord notified Subtenant that it will require removal of
same upon Sublease termination; and (ii) ordinary wear and tear and damage by
fire and other casualty shall also be excepted. Subtenant shall repair any
damage to the Premises or the Building caused
<PAGE>
by Subtenant's move into or out of the Premises, the removal from the Premises
of any property by or on behalf of Subtenant, and any damage otherwise caused by
Subtenant its agents, contractors or employees. Any of Subtenant's personal
property, fixtures or equipment which shall remain in the Premises after the
expiration or sooner termination of this Sublease shall be deemed conclusively
to have been abandoned and either may be retained by Sublandlord as its property
or may be disposed of in such manner as Sublandlord may see fit, at Subtenant's
sole cost and expense.
22. Subordination to the Master Lease. This Sublease is expressly subject and
subordinate to the Master Lease. In the event of any termination of the Master
Lease or reentry or dispossession by Master Landlord under the Master Lease,
this Sublease shall terminate unless Master Landlord, at its sole option, elects
to take over all of the right, title and interest of Sublandlord as sublessor
under this Sublease and, in such case, Subtenant shall attorn to Master Landlord
pursuant to the then executory provisions of this Sublease except that Master
Landlord shall not be (i) liable for any previous act or omission of Sublandlord
under this Sublease, (ii) subject to any offset not expressly provided in this
Sublease which theretofore accrued to Subtenant against Sublandlord, (iii) bound
by any previous modification of this Sublease unless consented in writing to by
Master Landlord, or (iv) bound by any prepayment of more than one month's rent.
Subtenant acknowledges that it has received a copy, and has reviewed the terms
of, the Master Lease. In addition to Subtenant's obligations under this Sublease
and to the extent not inconsistent with this Sublease, Subtenant shall observe
and perform all of the terms, covenants and conditions of the Master Lease which
Sublandlord, as tenant under the Master Lease, is obligated to observe and
perform with respect to the Premises, as such terms, covenants and conditions of
the Master Lease are incorporated herein pursuant to Section 10 of this
Sublease. Subtenant shall indemnify and hold Sublandlord harmless from and
against any and all claims, suits, liabilities, costs and expenses, including
reasonable attorneys' fees and costs, asserted against or sustained by
Sublandlord under the Master Lease with respect to the Premises or resulting
from a termination of the Master Lease caused by Subtenant. Subtenant shall not
do, omit to do, or permit to be done or omitted any act in or related to the
Premises which could or does constitute a breach or default under the terms of
the Master Lease. If any of the express provisions of this Sublease shall
conflict with any of the provisions of the Master Lease as incorporated herein,
such conflict shall be resolved in favor of the express provisions of this
Sublease.
23. Sublandlord's Access. Sublandlord and its agents and employees and Master
Landlord shall have the right to enter the Premises in the event of an
emergency, and at other reasonable times, from time to time, upon reasonable
notice to Subtenant (which notice may be oral) to ascertain whether Subtenant is
in compliance with the provisions of this Sublease, to make such repairs as
Sublandlord deems necessary, and, in the case of Master Landlord, for all other
purposes permitted under the Master Lease.
24. Interest on Unpaid Rent. All installments of monthly rent, and any other
charges which are not paid by Subtenant when due shall bear interest from the
date due until paid, at a rate set forth in Section 26.B of the Master Lease, in
no event to exceed the maximum legal rate (the
<PAGE>
"Interest Rate").
25. Repairs and Maintenance of the Premises. Any repair and maintenance
obligations with respect to the Premises which are the responsibility of
Sublandlord, as tenant under the Master Lease, shall be performed by Subtenant,
at Subtenant's sole cost and expense. Subtenant shall promptly notify
Sublandlord of the need of any such repair, even though Sublandlord shall not be
responsible or liable therefor.
26. Consent or Approval of Master Landlord. If the consent or approval of Master
Landlord is required under the Master Lease with respect to any matter relating
to the Premises or this Sublease, it shall also be required of Sublandlord
hereunder, except as otherwise expressly provided herein. Subtenant may request
such consents and approvals concurrently. If Sublandlord grants any such consent
or approval, such consent may be conditioned upon Subtenant's receipt of consent
or approval from Master Landlord. Subtenant shall be required to deliver to
Sublandlord a copy of any request for consent or approval delivered to Master
Landlord and Master Landlord's response thereto within five (5) days of delivery
or receipt, as the case may be. Sublandlord shall, if requested, assist
Subtenant in obtaining such consent or approval from Master Landlord, but
Sublandlord shall not be responsible for obtaining such consent or approval or
any costs or expenses in connection therewith.
27. Holdover. If Subtenant holds possession of the Premises after the expiration
or sooner termination of this Sublease, Subtenant shall become a tenant at
sufferance on a day-to-day basis upon the terms specified herein at two hundred
percent (200%) of the then existing monthly base rent and one hundred percent
(100%) other charges payable hereunder. In addition, Subtenant shall be
responsible for any and all damages suffered by Sublandlord, including, without
limitation, holdover rent payable under the Master Lease, all damages or costs
resulting from actions initiated by Master Landlord under the Master Lease and
all direct damages or costs resulting from actions initiated by third parties as
a result of such hold over. Such tenancy shall not constitute a renewal of this
Sublease.
28. Liability of Sublandlord. Notwithstanding any other provision contained
herein to the contrary, Subtenant shall look only to the assets of Sublandlord
for the satisfaction of any liability of Sublandlord under the Sublease, it
being expressly understood and agreed that any partner, officer, director,
employee or agent of Sublandlord as an individual shall not be held personally
liable for such obligations and Subtenant shall not pursue satisfaction of any
judgment against Sublandlord against the assets of any individual partner,
officer, director, employee or agent of Sublandlord.
29. Right to Cure Subtenant's Defaults. If Subtenant shall at any time fail to
make any payment or perform any other obligation of Subtenant hereunder, then
Sublandlord shall have the right, but not the obligation, after the lesser of
five (5) days' notice to Subtenant or the time within which Master Landlord may
act on Sublandlord's behalf under the Master Lease, or without notice to
Subtenant in the case of any emergency, and without waiving or releasing
Subtenant from any obligations of Subtenant hereunder, to make such payment or
perform such
<PAGE>
other obligation of Subtenant in such manner and to such extent as Sublandlord
shall deem necessary, and in exercising any such right, to pay any incidental
costs and expenses, employ attorneys and other professionals, and incur and pay
attorneys' fees and other costs reasonably required in connection therewith.
Subtenant shall pay to Sublandlord upon demand all sums so paid by Sublandlord
and all incidental costs and expenses of Sublandlord in connection therewith,
together with interest thereon at the Interest Rate.
30. Survival. Except as otherwise set forth in this Sublease, any obligations of
Subtenant (including, without limitation, rental and other monetary obligations,
repair obligations and obligations to indemnify Sublandlord), shall survive the
expiration or sooner termination of this Sublease, and Subtenant shall
immediately reimburse Sublandlord for any expense incurred by Sublandlord in
curing Subtenant's failure to satisfy any such obligation (notwithstanding the
fact that such cure might be effected by Sublandlord following the expiration or
earlier termination of this Sublease).
31. Brokers. Sublandlord and Subtenant warrant and represent that they have had
no dealings with any real estate broker or agent in connection with the
negotiation of this Sublease except for LaSalle Partners Management (Illinois)
Limited Partnership ("LaSalle"), and that they know of no other real estate
broker or agent who is or might be entitled to a commission in connection with
this Sublease. Sublandlord agrees that it shall be responsible for any
commission which may be owed to LaSalle in connection with this Sublease
pursuant to a separate agreement. Sublandlord and Subtenant each agree to
indemnify, defend and hold the other party harmless from and against any and all
liabilities or expenses, including attorneys' fees and costs, arising out of or
in connection with a breach of the representation contained in this section.
32. Consent by Master Landlord. This Sublease is subject to Sublandlord's
obtaining the prior written consent of Master Landlord and, if required under
the terms of the Master Lease, the consent of Master Landlord's lender (together
the "Required Consent"). Sublandlord agrees to use all reasonable efforts to
obtain the Required Consent within ten (10) days from the date the Sublease is
submitted to Master Landlord for its consent, it being understood and agreed
that Sublandlord shall submit this Sublease to Master Landlord for its consent
as soon as reasonably possible after the date of full execution and delivery
hereof but in no event prior to April 1, 1997. If the Required Consent is not
obtained within ten (10) days after the execution and delivery hereof by
Sublandlord and Subtenant, then Subtenant at its option, exercisable by delivery
of written notice to Sublandlord, may terminate and cancel this Sublease.
Sublandlord shall not be entitled to terminate and cancel this Sublease (i)
unless and until Master Landlord, pursuant to the provision of the Master Lease
delivers to Tenant written notice that the Required Consent has been denied, or
(ii) if Master Landlord has failed to deliver the Required Consent to
Sublandlord within forty-five (45) days of the date this Sublease is submitted
to Master Landlord for such consent notwithstanding that Sublandlord has used
commercially reasonable efforts to obtain the Required Consent. Upon any
termination and cancellation of this Sublease by either Subtenant or Sublandlord
pursuant to the foregoing provisions of this Section 32, this Sublease shall be
null and void and neither party shall have any further liability to the other on
account of or under any of the terms and provisions of this Sublease (except for
any liability due to the wrongdoing of the
<PAGE>
respective party).
33. Submission of Sublease to Subtenant. The submission by Sublandlord to
Subtenant of this Sublease shall have no binding force or effect, shall not
constitute an option for the subleasing of the Premises nor confer any rights or
impose any obligations upon either party until the execution thereof by
Sublandlord and the delivery of an executed original copy thereof to Subtenant
or its representative.
34. Improvements to Premises.
34.1 Subtenant's Work. Subtenant intends to install certain initial
Alterations in the 11th and 12th floors of (the "11th Floor Alterations" and the
"12th Floor Alterations," respectively) at its sole cost and expense, subject to
Sublandlord's obligation to provide the Work Allowance pursuant to Section 34.4.
The 11th Floor Alterations and the 12th Floor Alterations shall be referred to
together as the "Alterations." Subtenant hereby covenants and agrees that
Subtenant will, in a good and workmanlike manner, make and complete such work
and installation in and to the Premises expeditiously and in such a manner so
that the Premises will be executive and general offices of a standard consistent
with the nature and quality of the Building. Sublandlord and Subtenant agree
that such work shall be subject to the provisions of Section 19 hereof as well
as any applicable provisions of the Master Lease. The work set forth in
Subtenant's final plans for the Alterations approved in writing by Master
Landlord and Sublandlord shall hereinafter be called "Subtenant's Work". The
11th Floor Alterations shall be the first phase ("First Phase") of the
Alterations and shall commence within sixty (60) days after the Commencement
Date. The 12th Floor Alterations shall be the second phase ("Second Phase") of
the Alterations and shall commence within thirty (30) days after the Add-On
Date.
34.2 Plan Approval. Notwithstanding anything to the contrary set forth in
the Master Lease, the following provisions shall apply to Subtenant's Work:
34.2.1 The final plans for both phases of Subtenant's Work and any
changes thereto shall be submitted by Subtenant to Sublandlord
and Master Landlord for their written approval before Subtenant
shall commence any portion of Subtenant's Work. Any reasonable,
out-of-pocket costs incurred by Sublandlord in connection with
the review of Subtenant's plans and/or the supervision of
Subtenant's Work, including any costs imposed by Master Landlord
on Sublandlord in connection with Master Landlord's review of
such plans and/or supervision of Subtenant's Work pursuant to the
terms of the Master Lease, shall be reimbursed by Subtenant to
Sublandlord within ten (10) days of written demand. Prior to
commencing the work set forth therein, or within five (5) days of
Sublandlord's request, whichever shall occur first, Subtenant
shall deliver to Sublandlord a copy of Master Landlord's approval
of Subtenant's final plans and any changes thereto. Sublandlord
shall not unreasonably withhold its consent to Subtenant's plans
and shall describe with
<PAGE>
particularity any objection, and the reasons therefor, which
Sublandlord may have. Sublandlord shall be required to respond
within ten (10) days of receipt of any request from Subtenant for
Sublandlord's consent to any such final plans provided that
Subtenant sets forth such ten (10) day response period in its
request for such consent. Upon completion of Subtenant's Work,
Subtenant shall deliver to Sublandlord final "as-built" drawings
for such work.
34.2.2 Subtenant acknowledges and agrees that, notwithstanding
anything herein to the contrary, Sublandlord shall have no
responsibility whatsoever for the installation or proper
functioning of, cost of correcting, or any removal upon Sublease
termination required pursuant to Section 21 hereof of any portion
of Subtenant's Work and Subtenant shall bear the entire
responsibility and liability therefor.
34.2.3 Any contractors used by Subtenant to perform Subtenant's Work
shall be subject to the prior written approval of Master Landlord
and Sublandlord. Sublandlord shall not unreasonably withhold its
approval to any contractors proposed by Subtenant and shall grant
or deny approval, as the case may be, within ten (10) days of
receipt of Subtenant's written request provided that such written
request sets forth such ten (10) day approval period. If required
by Master Landlord pursuant to the terms of the Master Lease,
Subtenant shall be required to use Master Landlord's Building
architectural and engineering firms to do any structural and/or
mechanical/electrical /plumbing engineering work, respectively.
34.3 Work Allowance. Sublandlord shall provide to Subtenant a total
allowance amount of $2,983,320 (the "Work Allowance"). The Work Allowance shall
be available for "Subtenant's Work Cost," which, as used herein, shall mean only
Subtenant's architectural and design fees and the direct construction costs of
Subtenant's Work, including, without limitation, permit and filing fees, but
expressly excluding furniture, equipment, trade fixtures, attorneys' and
accountants' fees, and moving costs. To the extent any portion of the Work
Allowance remains available after payment of Subtenant's Work Cost, such
remaining amount shall be applied to the rent and other charges next becoming
payable under this Sublease. In the event the Subtenant's Work Cost exceeds the
Work Allowance, Subtenant shall be entirely responsible for such excess.
34.4 Payment. Provided that Subtenant is not in default hereunder, the
Work Allowance shall be payable to Subtenant by Sublandlord in installments, or
in its entirety (if Subtenant makes only one application for payment upon
completion of Subtenant's Work) as requested by Subtenant within thirty (30)
days after written requisition from Subtenant for disbursement which requisition
shall be accompanied by (i) copies of all invoices for such portion of the
Subtenant's Work which has been completed and for which payment is sought, which
are certified in writing by an officer or partner of Subtenant to have been
paid; (ii) copies of lien waivers obtained from all Subtenant's contractors,
subcontractors and suppliers to be paid
<PAGE>
from the requested payment, provided that the waivers by subcontractors and
suppliers may be thirty (30) days in arrears, and (iii) a certificate signed by
Subtenant's architect and an officer of Subtenant certifying that such portion
of Subtenant's Work has been satisfactorily completed substantially in
accordance with the final plans approved by Master Landlord and Sublandlord (or
in accordance with any changes to such final plans to which Sublandlord and
Master Landlord shall have given their written approval). It is acknowledged and
agreed that Sublandlord shall not be obligated to make more than one interim
disbursement of the Work Allowance with respect to the First Phase of
Subtenant's Work prior to completion of the First Phase and one final
disbursement with respect to the First Phase after the completion thereof, and
not more than one interim disbursement of the Work Allowance with respect to the
Second Phase of Subtenant's Work prior to completion of the Second Phase and one
final disbursement with respect to the Second Phase after the completion
thereof, plus, at Subtenant's option, one additional disbursement after
completion of all of Subtenant's Work. Notwithstanding any other provision
hereof, there shall be no final disbursement of the Work Allowance with respect
to either phase of Subtenant's Work until Subtenant has (a) delivered to
Sublandlord a copy of all necessary governmental sign-offs and approvals
necessary for Subtenant's legal occupancy of the portion of the Premises as to
which such work relates (including, without limitation, a temporary or permanent
certificate of occupancy) to the extent such governmental sign-offs and
approvals are typically issued under prevailing industry standards prior to an
office tenant's occupancy, and (b) met all requirements of this Sublease and of
Master Landlord as may be imposed pursuant to the Master Lease with respect to
such work. In the event Sublandlord fails to pay any properly payable
installment of the Work Allowance when payable in accordance with the foregoing,
provided that Subtenant delivers written notice to Sublandlord that such payment
is past due, such unpaid amount shall bear interest until paid at the same rate
as provided in Section 24 hereof with respect to unpaid rent, and, if not sooner
paid, Subtenant shall have the right to offset any such due and unpaid Work
Allowance, plus any interest accrued thereon, to the rent and other charges next
becoming due hereunder.
34.5 Inspection. At any and all times during the progress of
Subtenant's Work, representatives of Sublandlord and Master Landlord shall have
the right of access to the Premises and inspection thereof; provided, however,
that neither Sublandlord nor Master Landlord shall incur any liability,
obligation or responsibility to Subtenant or any third party by reason of such
access and inspection.
35. Rent Abatement. Pursuant to Section 6.1 of this Sublease no monthly base
rent is payable from the Commencement Date until November 1, 1998 (the
"Abatement Period"). If Subtenant's right to possession of the Premises is
terminated because of Subtenant's default under this Sublease, Sublandlord may
recover from Subtenant, in addition to any other damages due Sublandlord under
the terms and conditions of the Sublease, the unearned amount of base rent
abatements computed in accordance with the last paragraph of Section 22 of the
Master Lease assuming that the base rent on the Premises subject to this
Sublease from time-to-time during the Abatement Period would have been $17.50
per rentable square foot per annum.
36. Signs. Subtenant shall not be entitled to any signs on the entrance to its
Premises except
<PAGE>
as first approved in writing by Master Landlord. Subtenant shall bear all costs
and expenses associated with any such signs and shall remove the same upon
expiration of the Term and repair any damage to the Building caused by such
removal at its sole expense.
37. Estoppel Certificate.
37.1 Subtenant agrees that from time to time (but not more frequently
than twice each year and also in connection with any sale, assignment or
financing by Sublandlord) upon not less than fifteen (15) days prior written
request by Sublandlord (or such shorter period as may be required to comply with
a request from Master Landlord pursuant to the terms of the Master Lease but in
no event less than five (5) business days. Subtenant shall deliver to
Sublandlord any estoppel certificate required in accordance with Section 18 of
the Master Lease as incorporated herein, whether for the benefit of Master
Landlord or Sublandlord.
37.2 Sublandlord agrees that from time to time upon not less than
fifteen (15) days prior written request by Subtenant (but not more frequently
than twice each year and also in connection with any sale, assignment sublease
or financing by Subtenant), Sublandlord shall deliver to Subtenant a statement
in writing certifying (a) that this Sublease is unmodified and in full force and
effect (or if there have been modifications that the Sublease, as modified, is
in full force and effect); (b) the dates to which the rent and other sums
payable under this Sublease have been paid; (c) that, to Sublandlord's
knowledge, without independent investigation neither Sublandlord nor Subtenant
is in default under any provision of this Sublease, or, if in default, the
nature thereof in reasonable detail; and (d) such other matters comparable to
the matters contained in Exhibit H to the Master Lease.
In the event Sublandlord fails to deliver such statement to Subtenant
within such 15-day period, such failure, if not cured within an additional
15-day period after delivery of written notice thereof (accompanied by such
information with respect to such foregoing certifications as Subtenant considers
accurate) shall be deemed a certification by Sublandlord that the Sublease is in
full force a and effect, that no rent has been paid more than one month in
advance and that to Subtenant's knowledge neither Sublandlord nor Subtenant are
in default hereunder.
This Sublease has been executed on the day and year first written
above.
<PAGE>
SUBLANDLORD: SUBTENANT:
Ernst & Young U.S. LLP SPSS Inc.
By /s/ Jack Staley By /s/ Edward Hamburg
Name: Name: Edward Hamburg
Partner Title: Executive Vice President
By_________________________
Name:
Title:
<PAGE>
EXHIBIT A
(Attach Master Lease & Amendments)