THIS CONSENT TO
ASSIGNMENT (the “Consent”) is made by and among 227
MONROE STREET, INC. a Delaware corporation
(“Landlord”), and Affirmative Property Holdings, Inc.
(“Assignee”) and KR Callahan & Company, LLC
(“Assignor”), the tenant under a Lease dated as of
May 8, 2006 (which Lease as heretofore or hereafter amended is
hereinafter called the “Lease”), under which Landlord
leased to Assignor the premises commonly known as Suite 3880
in the building known as [the AT&T Corporate Center and
located at 227 West Monroe Street] [the USG Building and located at
222 West Adams Street] , in Chicago, Illinois (the
“Premises”). Landlord hereby consents to the assignment
by Assignor to Assignee, pursuant to an Assignment (the
“Assignment”) dated as of December 1, 2006, a full
and complete copy of which is attached hereto as Exhibit
“A,” of the Premises, such Consent being subject to and
upon the following terms and conditions, to each of which Assignor
and Assignee agree:
1. Nothing
contained in this Consent shall either:
(a) Operate
as a consent to or approval or ratification by Landlord of any of
the particular provisions of the Assignment or as a representation
or warranty by Landlord and Landlord shall not be bound or estopped
in any way by the provisions of the Assignment; or
(b) Be
construed to modify, waive, impair or affect (i) any of the
provisions, covenants or conditions in the Lease, (ii) any of
Assignor’s obligations under the Lease, or (iii) any
rights or remedies of Landlord under the Lease or otherwise to
enlarge or increase Landlord’s obligations or
Assignor’s rights under the Lease or otherwise; or
(c) Be
construed to waive any present or future breach or default on the
part of Assignor under the Lease. In case of any conflict between
the provisions of this Consent and the provisions of the
Assignment, the provisions of this Consent shall prevail unaffected
by the Assignment.
2. Assignor
and Assignee each represent that, except as set forth in the
Assignment, no fee, premium or other consideration is being paid or
is payable to Assignor in connection with the Assignment or for the
use, sale or rental of Assignor’s fixtures, leasehold
improvements, equipment, furniture, or personal property. Assignor
and Assignee each further represent and warrant that the Assignment
is the complete, true and correct agreement between the parties.
Assignor and Assignee each further represent and warrant that
Assignee is financially responsible, of good reputation, and is
engaged in a business which meets the standards set by Landlord for
the Building and its tenants.
3. The
Assignment takes effect on December 1, 2006 (the
“Effective Date”). By execution hereof, Assignee
accepts the Assignment and assumes and agrees to perform, from the
Effective Date, as a direct obligation to Landlord, all the
provisions of the Lease.
4. The
Assignment (and all amendments and modifications thereof) shall be
subject and subordinate at all times to the Lease and all of its
provisions, covenants and conditions. In case of any conflict
between the provisions of the Lease and the provisions of the
Assignment, the provisions of the Lease shall prevail unaffected by
the Assignment.
5. Neither
the Assignment nor this Consent shall release or discharge Assignor
from any liability under the Lease and Assignor shall remain liable
and responsible for the full performance and observance of all of
the provisions, covenants and conditions set forth in the Lease to
be performed and observed. Any breach or violation of any provision
of the Lease by Assignee shall be deemed to be and shall constitute
a default by Assignor in fulfilling such provision.
6. As of the
date hereof, Assignor and Assignee acknowledge that the Lease is in
full force and effect and the Landlord is not in default in the
performance of its obligations under the Lease.
7. This
consent by Landlord is not assignable and shall not be construed as
a consent by Landlord to any further assignment or subletting
either by Assignor or Assignee, nor shall it be construed as a
waiver of any restriction in the Lease concerning further
ass
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