exv10w36



 






Exhibit 10.36




LEASE AGREEMENT




TIFFANY POINTE

One Tiffany Pointe

Bloomingdale, IL 60108




 




TENANT: royal american bank



TERM: 5 YEAR with (2) 5 year options



DATE: OCTOBER 28, 1996




 









 








TIFFANY POINTE

LEASE INDEX




	 	 	 	 	 
	 	 	PAGE	 
	ADDITIONAL RENT AND RENT ADJUSTMENTS 
	 	 	2	 
	ALTERATIONS 
	 	 	18	 
	ASSIGNMENT AND SUBLETTING 
	 	 	29	 
	ATTORMENT 
	 	 	32	 
	BASE RENT 
	 	 	1	 
	BROKERS 
	 	 	35	 
	CERTAIN RIGHTS RESERVED BY LANDLORD 
	 	 	13	 
	CONDEMNATION 
	 	 	26	 
	CONDITION OF PREMISES 
	 	 	8	 
	CONVENANT AGAINST LIENS 
	 	 	34	 
	DELIVERY OF POSSESSION; IMPROVEMENTS TO BE MADE BY LANDLORD
TO THE PREMISES PRIOR TO THE BEGINNING OF TERM 
	 	 	8	 
	DEMISED PREMISES 
	 	 	1	 
	ESTOPPEL CERTIFICATE 
	 	 	32	 
	EXPENSES OF ENFORCEMENT 
	 	 	35	 
	HOLDOVER 
	 	 	28	 
	INSURANCE 
	 	 	25	 
	LANDLORD’S LIEN 
	 	 	35	 
	LANDLORD’S REMEDIES 
	 	 	27	 
	MISCELLANEOUS PROVISIONS 
	 	 	36	 
	NO SOLICITATION 
	 	 	36	 
	NONWAIVER 
	 	 	35	 
	NOTICE 
	 	 	33	 
	OCCUPANCY PRIOR TO BEGINNING OF THE LEASE TERM 
	 	 	9	 
	PARKING AND CONTROL OF COMMON AREAS BY LANDLORD 
	 	 	33	 
	REPAIRS 
	 	 	17	 
	RIDERS 
	 	 	39	 
	RULES AND REGULATIONS 
	 	 	21	 
	SECURITY DEPOSIT 
	 	 	7	 
	SERVICES 
	 	 	10	 
	SURRENDER OF POSSESSION 
	 	 	19	 
	TERM 
	 	 	1	 
	TRUSTEE CLAUSE 
	 	 	39	 
	UNTENANTABILITY — FIRE AND CASUALTY 
	 	 	25	 
	USE OF PREMISES BY TENANT 
	 	 	20	 
	WAIVER OF CLAIMS 
	 	 	31	 






 









 






TIFFANY POINTE

OFFICE LEASE




          THIS
LEASE made this 28th day of October,
1996, between HARRIS BANK ROSELLE, not individually, but as Trustee under
a Trust Agreement dated November 17, 1986 and known as Trust No. 12555 as
aforesaid. (hereinafter referred to as “Landlord”), and Royal
American, Bank (hereinafter referred to as
“Tenant”).



WITNESSETH




          1. DEMISED
PREMISES. Landlord does hereby
demise and lease to Tenant, and Tenant accepts that
certain space shown on Exhibit “A” which is attached
hereto and made a part hereof, commonly described as
Suite 106 (hereinafter referred to as
“Premises”) on the First floor of Tiffany Pointe, a
building located on property located at the northwest corner of Schick
Road and Bloomingdale Road and commonly Known as One Tiffany Pointe,
Bloomingdale, Illinois 60108 and said building and property hereinafter
collectively referred to as the “Building”.



          2. TERM. This lease shall begin on
12-1-96 (hereinafter referred to as
“Commencement Date” and end on 11-30-2001
(hereinafter referred to as “Term”), unless sooner terminated as
provided herein, subject to the terms, covenants and agreements herein
contained.



          3. BASE
RENT. Tenant shall pay to Landlord
(or Landlord’s designee) the annual base rent of
Forty Thousand Dollars Seven Hundred Sixteen and 00/100 Dollars ($ 40,
716 .00 ) in each and every year of the Term in coin or currency which
at the time or times of payment is legal tender for public and private
debts in the United States in monthly installments as follows: Three
Thousand Three Hundred Ninety Three Dollars and 00/100
DOLLARS ($3,393.00) each in advance on the
first day of every calendar month of the Term, except for the first
month’s rent which is due and payable on execution of this Lease. All
such payments shall be made payable to Landlord or Landlord’s agent and
shall be made at the office of the Building or at such other places and
to such other parties as Landlord shall from time to time by written
notice appoint. Base Rent shall be payable without any prior demand
therefor and without any



 









 







deductions or set-offs whatsoever. If the Term commences on a day other
than the first day of the calendar month, or ends on a day other than
the last day of the calendar month, the Base Rent for such fractional
month shall be prorated on the basis of l/365th of the annual Base Rent
for each day of such fractional month. Unpaid rent (or so much as may
remain unpaid from time to time) shall
bear interest at 18 % per annum from the date due
until paid; and, in addition, if rent is not received by Landlord by the
5th of month in which it is due,
Tenant shall pay a late charge of $ 25.00. Both sums
(interest and late charge) are to be paid by Tenant to reimburse
Landlord for the loss which Tenant agrees Landlord will incur by
failure of Tenant to pay its rent in a timely manner. Landlord’s right
to receive such interest shall not, in any way, limit any of Landlord’s
other remedies under this lease or at law or equity.



          4 . ADDITIONAL RENT AND RENT ADJUSTMENTS. It is understood
that the Base Rent does not anticipate any increase in the amount of
taxes on the Building or in the cost of operation and maintenance
thereof. Therefore, in order that the rental payable hereunder shall
reflect any such increase, Landlord and tenant agree that the following
additional rent shall be assessed by Landlord pursuant to the rent
adjustments set forth in this Article 4 during the term of this lease.
For purposes of such additional rent and rent adjustments, Tenant’s
Proportionate Share is agreed to be 6.182 percent.




     A. OWNERSHIP TAXES. Tenant shall pay to Landlord as additional
rent an amount equal to Tenant’s Proportionate Share of the amount
by which Ownership Taxes paid in any calendar year after the Base
Year (which “Base Year” for purposes of this Lease shall be the
calendar year ending on the December 31st immediately prior to the
commencement date of the Term hereof) exceed Ownership Taxes paid
in the Base Year. “Ownership Taxes” shall mean all taxes,
assessments, impositions and governmental charges of every kind and
nature which Landlord shall pay in a calendar year because of or
in any way connected with the ownership, leasing, management, and
operation of the Building, subject to the following:




     (1) the amount of ad valorem real and personal
property taxes against Landlord’s real and personal
property to be included in Ownership Taxes shall be
the amount shown by the latest



2









 







available tax bills required to be paid in the calendar year in respect of which Ownership
Taxes are being determined. The amount of any tax refunds shall be deducted from Ownership
taxes in the calendar year they are received by Landlord;




     (2) the amount of special taxes and special
assessments to be included shall be limited to the
amount of the installments (plus any interest,
other than penalty interest, payable thereon) of
such special tax or special assessment required to
be paid during the calendar year in respect of
which Ownership Taxes are being determined;




     (3) there shall be excluded from Ownership
Taxes all income taxes [except for a specific tax
or excise on rents or other income from the
Building (or on the value of leases thereon) or a
specific gross receipts tax or excise on rents or
other income from the Building (or on the value of
leases thereon)], excess profit taxes, franchise,
capital stock and inheritance or estate taxes,
except to the extent that any such tax is in lieu
of, in substitution for, or a supplement to, in
whole or in part, any tax included in Ownership
Taxes; and




     (4)
Ownership taxes shall also include, in the calendar year paid, all fees, costs and
expenses (including reasonable attorneys’ fees) incurred by Landlord in contesting or
attempting to reduce or limit any Ownership Taxes, regardless of whether any such reduction
or limitation is obtained.




     B. OPERATING EXPENSES. Tenant shall also pay to Landlord as additional rent an amount equal
to Tenant’s Proportionate Share of the amount by which Operating
Expenses for any calendar year
after the Base Year exceed Operating Expenses for the Base Year. Operating Expenses shall mean
all expenses, costs and disbursements of every kind and nature paid, incurred, or otherwise
arising in respect of a calendar year because of or in any way connected with the ownership,
management, maintenance, repair and operation of the Building. There shall be excluded from
Operating Expenses: (1) costs of alterations of tenant spaces; (2) depreciation; (3) principal
and interest payments on mortgages, and financing or refinancing expenses; (4) return on
investment; (5) Ownership Taxes with respect to which tenant is



3









 




liable for its Proportionate Share pursuant to the preceding
paragraph (A); and (6) the cost of capital improvements and capital
equipment with the exception of governmental requirements noted
below. In the event Landlord makes any capital improvements or
installs any capital equipment during the term hereof which result
in a reduction or limitation in Operating Expenses, the Operating
Expenses for the Base Year may be comparably reduced as determined
by Landlord. In the event Landlord makes any capital improvements
or installs any capital equipment during the Term hereof required
to comply with any governmental rules, regulations or requirements
applicable from time to time to the Building, the costs thereof, as
depreciated, may be included in Operating Expenses.



If the Building shall not have been fully occupied by tenants at
any time during the Base Year or any succeeding calendar year, the
Operating Expenses for such year may be equitably adjusted to
reflect the Operating Expenses as though the Building had been
fully occupied throughout such year.




     C. ADJUSTMENT TO BASE RENT. Beginning on the
First anniversary of Commencement Date and
annually thereafter for the duration of the Lease Term, the Base
Rent payable by Tenant under Article 3 hereof shall be increased to
an amount determined by multiplying the Base Rent, as adjusted from
time to time, by a fraction, the denominator of said fraction shall
be the “Base CPI” [the twelve (12) month average of the Consumer
Price Index for All Urban Consumers (All Items and Commodity
Groups-Chicago Area Only), or such other successor or substitute
area index as may be applicable to the Chicago Metropolitan Area],
at Commencement Date of the Lease Term; and the numerator of which
shall be the greater of the following: (a) the amount of the
aforesaid denominator; or (b) the then most recent Consumer Price
Index (12) month average as defined above and as is available at
the time Base Rent is to be adjusted.



          If the manner in which the Consumer Price Index is determined
by the Department of Labor shall be substantially revised, and the
effect of that revision can be reasonably determined or
approximated, an adjustment shall be made in such revised index or
in the underlying Base Year index in order to produce results
equivalent, as nearly as



4









 




possible, to those which would have been obtained if the Consumer
Price Index had not been so revised. If the 1967 average shall no
longer be used as an index of 100,0 if any component of the
Consumer Price Index is changed in a material degree, such change
shall constitute a substantial revision. If the Consumer Price
Index shall become unavailable to the public because publication is
discontinued, or otherwise, Landlord will substitute therefor a
comparable index based upon changes in the cost of living or
purchasing power of the consumer dollar published by any other
governmental agency or, if no such index shall then be available, a
comparable index published by a major bank or other financial
institution or by a university or a recognized financial
publication.




     D. (a) In order to provide for current payments on account
of increases in the Consumer Price Index over the Base CPI, Tenant
agrees to pay
 on account to Landlord commencing on the First
anniversary immediately following the commencement date of the term
hereof, Tenant’s new base rent for the ensuing lease year, in equal
monthly installments, commencing on the first (1st) day of the
month following the month in which Landlord notifies Tenant. All
rent adjustments payable hereunder shall be made without any
deductions or set-offs whatsoever.



          (b) tenant shall also pay Landlord additional rent for each
lease year for which the additional rent is payable for ownership
taxes and operating expenses, at Landlord’s option, in a lump sum
or in equal monthly installments over the balance of the next lease
year, commencing on the first (1st) day of the month next
succeeding the month after which Landlord renders a statement to
tenant therefor. The additional rent payable for the last lease
year or last fractional calendar year of the term shall be computed
on the basis of the operating expenses paid or incurred for the
preceding year and Ownership Taxes based on 110% of the taxes paid
by Landlord for the preceding calendar year, and both shall be
payable on the termination of the tenancy as a condition precedent
to the return to Tenant of Tenant’s security deposit.




     E. Landlord agrees to keep books and records showing the
Ownership Taxes and Operating Expenses in accordance with a system
of accounts and accounting



5









 







practices consistently maintained on a year-to-year basis in
compliance with such provisions of this Lease as may affect such
accounts. Landlord shall deliver to Tenant after the close of each
calendar year (including the calendar year in which this Lease begins
and the calendar year in which this Lease terminates), a statement by
an officer of Landlord’s agent and containing (1) the agent’s
statement that the books and records covering the operation of the
Building have been maintained in accordance with the requirements of
this paragraph (E), (2) the amounts by which the Operating Expenses
and Ownership taxes for such calendar year exceed the Operating
Expenses and Ownership taxes, respectively, for the Base Year, and (3)
the amount of any excess or deficiency with respect to such calendar
year. Failure or delay in delivering any such statement or
accompanying invoice, or failure or delay in computing the rent
adjustments pursuant to this Article 4, shall not be deemed a waiver
by Landlord of its right to deliver such items nor shall any such
failure or delay be deemed a release of Tenant’s obligations with
respect to any such statement or invoice, or constitute a default
hereunder.



     F. The obligation of Tenant with respect to the payment of
Base Rent and rent adjustments due hereunder shall survive the
expiration or termination of this Lease. Any payment, refund, or
credit made pursuant to this Article 4 shall be made without
prejudice to any right of Tenant to dispute, or of Landlord to
correct, any items as billed pursuant to the provisions hereof. In
the event that this Lease shall have been in effect for less than
the full calendar year immediately preceding Tenant’s receipt of
the invoices provided for in paragraphs (D) and (E) hereof, the
rent adjustment shall be pro rata. In no event shall any rent
adjustment result in a decrease in the Base Rent payable from time
to time
hereunder; nor increase more than 3% over the
previous years’ Base Rent. However, there shall be no caps on
Operating Expenses and Ownership Taxes.



     G. Notwithstanding any of the above Article 4, for purposes
of this Lease, the initial Base Year Taxes shall be agreed to be
$101,000.00 ; and the initial Base Year Operating Expenses shall
be agreed to be $l29,944.00



6









 






     A. Such security deposit shall be held by Landlord as security
for the faithful performance by Tenant of all of the terms,
covenants, and conditions of this lease to be kept and performed by
Tenant. If, at any time during the term of this lease, any of the
rent due Landlord hereunder shall be overdue and unpaid, then
Landlord may, at the option of Landlord, appropriate and apply any
portion of the security deposit to the payment of any such over-due
rent or other sum. In addition, in the event of the failure of
Tenant at any time during the term of this lease to keep and
perform any of the terms, covenants and conditions of this lease to
be kept and performed by Tenant, then Landlord, at its option, may
appropriate and apply the entire security deposit, or so much
thereof as may be necessary, to compensate Landlord for loss or
damage sustained or suffered by Landlord due to Tenant’s breach.




     B. Should the entire security deposit, or any portion thereof,
be appropriated and applied by Landlord for the payment of overdue
rent or other sums due and payable to Landlord by Tenant hereunder
or to compensate Landlord for loss or damage sustained by Landlord
due to Tenant’s breach hereunder, then Tenant shall, upon the
Landlord’s demand, forthwith remit to Landlord a sufficient amount
in cash to restore the security deposit to the original sum
deposited. Tenant’s failure to so restore the security deposit
within five (5) days after receipt of such demand shall constitute a
breach of this lease.




     C. Landlord agrees that if, upon the date of termination of
Tenant’s rights to possession under this lease, Tenant is not in
default under any of the terms, covenants and conditions herein,
Landlord will, within ten (10) days from the date Tenant surrenders
possession of the premises to Landlord, return to Tenant the
security deposit or such portion thereof as remains in Landlord’s
hands on the date thereof. In no event will the security deposit be
deemed to constitute, nor be used by Tenant to pay, the final
month’s or months’ rental.



7









 






     D. Landlord shall be permitted to commingle Tenant’s security
deposit with Landlord’s general funds. Landlord shall not be
required to pay any interest on said deposit.



          6. CONDITION OF PREMISES. Tenant’s taking possession of
the premises shall be conclusive evidence against Tenant that the
premises were in good order and satisfactory condition when Tenant took
possession. No promise of Landlord to alter, remove, improve, redecorate
or clean the premises or the building and no representation respecting
the condition of the premises or the building have been made by
landlord to Tenant, unless the same is conditioned herein, or made a
part hereof.




          7 . DELIVERY OF POSSESSION; IMPROVEMENTS TO BE MADE BY
LANDLORD TO THE PREMISES PRIOR TO THE BEGINNING OF THE TERM.





     A. (a) Landlord shall, at its own cost and expense, make
the alterations and improvements set forth on Exhibit A,
attached hereto and made a part hereof, to prepare the premises
for Tenant’s occupancy.




          (b) Landlord shall not be subject to any liability if
Landlord shall be unable to give possession of the premises on
the commencement date of the term hereof because the building
has not been sufficiently completed to make the premises ready
for occupancy or because a certificate of occupancy has not
been obtained for either the building or the premises or
because of the holding over or retention of possession of any
Tenant, Tenants or occupant, or because the work set forth in
Exhibit A has not been completed for any reason beyond
Landlord’s reasonable control. Under such circumstances the
rent payable hereunder shall not commence until possession of
the premises is given or the premises are available for
occupancy by Tenant, provided, however, that the failure to
give possession on the commencement date of the term hereof
shall in no way (i) affect the validity of this lease or the
obligations of Tenant hereunder, or (ii) be construed to extend
the term of this lease.




     B. With Landlord’s prior consent and subject to such
reasonable regulations as Landlord shall impose, Tenant, its
employees and contractors may




8










 






enter the premises prior to the commencement of the term of this lease during normal
working hours for the purpose of performing leasehold improvement work other than the work
herein agreed to be performed by Landlord. All such work shall be performed at Tenant’s sole
risk, responsibility and cost. Tenant shall, prior to the commencement of any such work and
before any equipment or materials needed for the performance thereof are brought onto any
part of the building, furnish to Landlord such instruments as Landlord may request in order
to protect the premises, the building and Landlord’s interest therein, including, but not
limited to, certificates of insurance, waivers of lien for all materials and labor used in
performing such work, copies of contracts, plans and necessary permits. All such work and
materials shall be of first-class quality and shall be performed in such manner and at such
times so as to cause no delay in the work being performed by Landlord in the premises or
elsewhere in the building. The work and materials shall comply in all respects with the
requirements of all rules, regulations and codes of the governmental bodies and departments
thereof having jurisdiction over the premises and with the terms and conditions of all
insurance coverage applicable to the premises and the building. Tenant shall not contract for
any work or service which might involve the employment of labor incompatible with the
employees or contracts of Landlord. Tenant shall reimburse Landlord and Landlord’s
contractors for all costs or expenses they may incur in connection
with Tenant’s work,
including, but not limited to, the cost of services provided at the premises, the cost of
supervision to insure compliance of Tenant’s work with the plans and specifications for the
building and any additional architectural or engineering costs. Tenant agrees to hold
Landlord and Landlord’s contractors and the employees, officers, partner’s, agents and
subcontractors of any of them, harmless from all loss, cost or expense they or any of them
might suffer arising out of or in any way connected with the performance of such work by
Tenant, its employees, agents, and contractors.



          8.
OCCUPANCY PRIOR TO BEGINNING OF THE LEASE TERM. If Tenant occupies the premises
prior to the beginning of the term of this lease with Landlord’s consent, all the provisions of
this lease shall be in full force and effect as soon as Tenant occupies the premises. Rent for
any period prior to the beginning of




9









 







the term of this lease shall be fixed by agreement between Landlord and Tenant or, in the absence
of any agreement, at the monthly base rent set forth herein for the first month of the lease term.




          9. SERVICES. Landlord shall provide the following services on all days during the
Term of this Lease excepting Sundays and holidays established by Landlord, unless otherwise
stated:





     A. Heat will be furnished whenever such heat shall, in Landlord’s judgment, be required
for the comfortable occupation of the Premises.




     B. Conditioned air will be furnished to the Premises at such time or times as Landlord’s
air conditioning system is in operation for the furnishing of conditioned air to Landlord’s
other tenants. Landlord represents that it customarily operates said air conditioning
equipment when required for the purpose of furnishing cooled air during the period commencing
on or about the fifteenth (15) day of May and ending on or about the fifteenth (15th) day of
October in each year. Whenever heat-generating machines, equipment or lighting fixtures
installed by Tenant affect the temperature otherwise maintained by Landlord in the Premises,
or whenever the electrical load in the Premises exceeds four and one-half (4.5) watts per
square foot, Landlord shall be relieved of responsibility for maintaining air conditioning in
the Premises, and in such event Landlord further reserves the right at its option to (1)
require Tenant to discontinue use of such heat-generating machines, equipment, lighting
fixtures or excessive electrical load, or (2) install supplementary air conditioning units in
the Premises, the cost, installation, operation and maintenance of which shall be paid by
Tenant to Landlord at such rates as Landlord charges from time to time in the Building. Tenant
agrees that at all times it will cooperate with Landlord and abide by all regulations and
requirements which Landlord may prescribe for the proper functioning of the ventilating and
air conditioning systems.




     C. (a) Landlord shall provide water from the Village of Bloomingdale mains for
drinking, lavatory and toilet purposes, drawn through fixtures installed by Landlord or by
Tenant with Landlord’s prior written consent. Tenant shall pay to Landlord, as



10









 







additional rent, at rates fixed by Landlord, for water used for any purpose other
than drinking, lavatory and toilet purposes.




          (b) Tenant shall not waste or permit the waste of water. In the event Tenant fails to
make prompt payment to Landlord for water furnished by Landlord, Landlord, upon ten (10)
days’ notice, may discontinue furnishing such service.




     D. Adequate elevator service will be furnished daily as determined by Landlord.




     E. Landlord shall provide janitorial service in and about the premises, Saturdays,
Sundays and holidays excepted. Tenant shall not provide any janitorial service without the
Landlord’s prior written consent. If Landlord’s consent be given, such janitorial service.




       (a) shall be performed during hours designated by landlord,




       (b) shall be subject to Landlord’s supervision (but such service shall be Tenant’s
sole responsibility, Landlord assuming no responsibility therefor and such service
shall not be an agent or servant of said superintendent or Landlord), and




       (c) shall be performed through a janitorial contractor or employees who are, and
shall continuously be, in each and every instance satisfactory to Landlord.


If Tenant elects to provide janitorial services and Landlord consents thereto, Tenant shall
maintain liability insurance, in amounts, with coverages, and with a carrier satisfactory to
Landlord, naming Landlord as an insured and insuring against any claim for injury or damage
incurred on the premises. In no instance shall Tenant be entitled to any reduction in rental or
any other payment due hereunder by reason of the janitorial services provided by Tenant.





   F. (a) Landlord shall provide electricity at the distribution panel on each floor
of the building sufficient for an average electrical load and building standard
distribution circuits and receptacles in the premises. Tenant shall deal directly with
the electrical utility company



11









 







servicing the building concerning Tenant’s own current needs. Tenant shall pay the
cost of maintenance of light fixtures and replacement of bulbs, tubes and ballasts, as well
as pay all costs incident to such service, including, without limitation, the cost of meters,
connection charges, and deposits, and any costs incurred by Landlord due to Tenant’s
electrical needs being greater than the electrical service provided to the premises as
building standard. Tenant shall pay for all other electricity consumed in the premises,
including any electricity used during janitorial service, alterations or repairs in the
premises. Tenant shall pay all bills for electricity promptly and shall defend and hold
Landlord harmless from all cost or expense which Landlord may incur resulting from Tenant’s
failure to pay such bills or to perform any of its obligations with respect to the purchase
of electricity.




     (b) Tenant covenants and agrees that Landlord shall in no event be liable or
responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if
either the quality or character of electrical service is changed or is no longer suitable
for Tenants’ requirements. Tenant covenants and agrees that at all times its use of electric
current shall never exceed the capacity of existing feeders to the building or the risers or
wiring or installation of the building.




     G. Window washing of all windows in the Premises both inside and out, weather permitting, at
regular intervals to be determined by Landlord, but not less than two (2) times per year.




     H. The Landlord shall not be obligated to provide any services other than those expressly
set forth above. The foregoing notwithstanding, additional services (including after-hour cooling
and ventilation) may be provided on terms and conditions as may be mutually agreed upon by
Landlord and Tenant.




     I. All charges for any services shall be deemed rent reserved under this Lease and shall be
due and payable at the same time as the installment of rent with which they are billed, or, if
billed separately, shall be due and payable within ten (10)



12









 







days after such billing. In the event Tenant shall fail to make payment for such
services Landlord may, in addition to all other remedies which
Landlord may have for the
non-payment of rent and without notice to Tenant, discontinue any or all such services, and
such discontinuance shall not be held or pleaded as an eviction or as a disturbance in any
manner whatsoever of Tenant’s possession, or relieve Tenant from the payment of rent when
due, or vary or change any other provision of this Lease or render
Landlord liable for
damages of any kind whatsoever.




   
  Tenant agrees that neither Landlord nor its beneficiaries nor any of their respective
agents or employees, shall be liable to Tenant, or any of Tenant’s employees, agents,
customers or invitees or anyone claiming through, by or under Tenant, for any damages,
injuries, losses, expenses, claims or causes of action, because of any interruption,
diminution, delay or discontinuance at any time in the furnishing of any of the above
services or operating, maintaining, repairing or supervising the building when such
interruption, diminution, delay or discontinuance is occasioned, in whole or in part, by
repairs, renewals, improvements or additions, by any strike, lockout
or other labor
trouble, by inability to secure gas, electricity, water or other fuel at the Building, by
any accident or casualty whatsoever, by act or default of Tenant or other parties, or by
any other cause beyond Landlord’s reasonable control; nor shall any such interruption,
diminution, delay or discontinuance be deemed an eviction (actual or constructive), or
disturbance of Tenant’s use or possession of the Premises or any part thereof; nor shall any
such interruption, diminution, delay or discontinuance relieve Tenant from full performance
of Tenant’s obligations under this Lease.



          10. CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord shall have the following rights,
exercisable without notice and without liability to Tenant, for damages or injury to property,
person or business (all claims for damages being hereby released) and without effecting an
eviction, constructive or actual, or disturbance of Tenant’s use or possession or giving rise to
any claim for setoff or abatement of rent:





     A.
To change the Building’s name or street address;



13









 






     B. To install, affix and maintain any and all signs on the exterior and/or interior of the
Building;




     C. To designate and approve, prior to installation, all types of window shades, blinds,
drapes, awnings, window ventilators and other similar equipment, and to control all internal
lighting that may be visible from the exterior of the Building;




     D. To designate, restrict and control all sources from which Tenant may obtain sign painting
and lettering, ice, drinking water, towels, toilet supplies,
catering, food and beverages, or
like other services on the Premises, and, in general, to reserve to Landlord the exclusive right
to designate, limit, restrict and control any business or any service in or to the Building and
its tenants;




     E. To grant to anyone the exclusive right to conduct any business or render any service in or
to the Building, provided such exclusive right shall not operate to exclude Tenant from the use
expressly permitted herein;




     F. To prohibit the placing of vending or dispensing machines of any kind in or about the
Premises without the prior written permission of Landlord;




     G. To show the Premises to prospective tenants at reasonable hours during the last twelve (12)
months of the Term and if vacated during such year to prepare the Premises for re-occupancy;




     H. To have access for the Landlord and other tenants of the Building to any mail chutes
located on the Premises according to the rules of the United States Post Office;




     I. To approve the weight, size and location of safes and other heavy equipment and bulky
articles in and about the Premises and the Building (so as not to exceed the legal live load),
and to require all such items and furniture and similar items to be moved into and out of the
Building and Premises only at such times and in such manner as Landlord shall direct in writing.
Any damages done to the Building or to other tenants in the Building by taking in or putting out
safes, furniture, and other articles or from overloading the floor in any way shall be paid



14









 








by Tenant. Furniture, boxes, merchandise or other bulky articles shall be transported within
the Building only upon or by vehicles equipped with rubber tires and shall be carried only in a
freight elevator, at such times as the building manager shall fix. Movements of Tenant’s property
into or out of the Building and within the Building are entirely at the risk and responsibility of
Tenant and Landlord reserves the right to require permits before allowing any such property to be
moved into or out of the Building. Landlord reserves the right to regulate the movement of, and to
inspect, all property and packages brought into or out of the Building to enforce compliance with
the terms of this Lease;




     J. To close the Building after regular working hours and on Saturdays, Sundays and holidays
established by Landlord from time to time subject, however, to Tenant’s right to admittance under
such regulations as Landlord may prescribe from time to time, which may include, by way of example
but not of limitation, that persons entering or leaving the Building identify themselves to a
watchman by registration or otherwise and that said persons establish their right to enter or
leave the Building;




     K. To decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the
Building, the Property and the Premises, or any part thereof, and for such purposes to enter upon
the Premises, and, during the continuance of any of said work, to temporarily close doors,
entryways, public space and corridors in the Building or the Property and to interrupt or
temporarily suspend Building services and facilities, all without abatement of rent or affecting
any of Tenant’s obligations hereunder, so long as the Premises are reasonably accessible for the
use provided under this Lease and Tenant shall pay Landlord for overtime and for any other
expenses incurred if such work is done during other hours at Tenant’s request;




     L. To change the arrangement, configuration, size or location of entrances, passageways,
doors and doorways, corridors, stairs, toilets and other public service portions of the Building
not contained within the Premises or any part thereof;



15









 






     M. To change the character or use of any part of the Building or the Property;




     N. To use for itself the roof, the exterior portions of the Premises and such areas within the
Premises required for structural columns and their enclosures and the installations of utility
lines, Building systems and other installations required to service tenants and to maintain and
repair same, no rights being hereby conferred upon Tenant, and, unless otherwise specifically
provided herein, to exercise for itself all rights to the land and improvements below the floor
level of the Premises or the air rights above the Premises and to the land and improvements located
on and within the public areas. Neither Tenant nor its employees, invitees, guests and agents
shall, without obtaining in each instance the prior written consent of Landlord, which consent
shall be conditioned upon such requirements as Landlord deems appropriate, (1) go above or through
suspended ceilings, (2) remove any ceiling tiles or affix anything thereto, remove anything
therefrom or cut into or alter the same in any way, (3) enter fan rooms or other mechanical spaces,
or (4) open doors or remove panels providing access to utility lines, Building systems or other
installations required to service tenants;




     O. To at any time hereafter, provide Landlord shall first give Tenant at least forty-five
(45) days’ written notice thereof, to substitute for the Premises other premises in the Building
(herein referred to as “the new premises”), in which event the new premises will be deemed to be
the Premises for all purposes under this Lease, provided: the new premises shall be similar to
the Premises in size and configuration and shall be usable for Tenant’s purposes, and such change
shall be made in order to install a necessary Building system or in the sole discretion of
Landlord to alter, improve or replace common areas or elements of the Building. If Tenant is
already in occupancy of the Premises, then, in addition (1) Landlord shall pay the expense of
Tenant for moving from the Premises to the new premises and improving the new premises so that
they are substantially similar to the Premises; and (2) such move shall be made during evenings,
weekends, or otherwise so as to avoid unreasonable inconvenience to Tenant;



16









 






     P. To enter the premises for the purpose of inspecting them for general condition
and state of repair or effecting repairs or modifications for the benefit of Landlord,
Tenant, or other tenants of the Building. The holder of any mortgage of the Landlord’s
interest in the Property, its agents or designees shall have the same right of entry for
inspection as Landlord; and




     Q. To retain at all times, and to use in appropriate instances, keys to all doors
within and into the Premises. No locks shall be changed without the prior written consent
of Landlord.




     Landlord may enter upon the Premises and may exercise any or all of the foregoing
rights hereby reserved without being deemed guilty of an eviction or disturbance of
Tenant’s use or possession and without being liable in any manner to Tenant.



          11. REPAIRS. Tenant will at its own expense and subject to the provisions of this
Lease, keep the Premises in good repair and tenantable condition at all times during the Term of
this Lease, and Tenant shall promptly and adequately repair all damages to the Premises (except
for reasonable wear and tear and as otherwise provided in this Lease) and replace or repair all
damaged or broken glass (including signs thereon), fixtures and appurtenances, under the direct
supervision and with the approval of Landlord, and within any reasonable period of time specified
by landlord. If Tenant does not do so, or at Landlord’s election, Landlord may, but need not, make
such repairs or replacements and the amount paid by Landlord for such repairs and replacements
(including Landlord’s overhead and profit and the cost of general conditions) shall be deemed
additional rent reserved under this Lease due and payable forthwith. Landlord may, but shall not
be required so to do, enter the Premises at all reasonable times to make such repairs or
alterations, improvements and additions, including but not limited to ducts and all other
facilities for air conditioning service, as Landlord shall desire or deem necessary for the
safety, preservation or improvement of the Premises or the Building or any equipment located in
the Building, or as Landlord may be required to do by the Village of Bloomingdale or by the order
or decree of any court or by any other governmental authority.




          In the event Landlord or its agents or contractors shall elect or be required to make
repairs,




17









 




alterations, improvements or additions to the Premises or the Building or any equipment
located in the Building, Landlord shall be allowed to take into and upon the Premises all material
that may be required to make such repairs, alterations, improvements or additions and, during the
continuance of any of said work, to temporarily close doors, entryways, public space and corridors
in the Building and to interrupt or temporarily suspend Building services and facilities without
being deemed or held guilty of eviction of Tenant or for damages to Tenant’s property, business or
person, and the rent reserved herein shall in no way abate while said repairs, alterations,
improvements or additions are being made, and Tenant shall not be entitled to maintain any set-off
or counterclaim for damages of any kind against Landlord by reason thereof. Landlord may, at its
option, make all repairs, alterations, improvements and additions in and about the Building and
the Premises during ordinary business hours, but if Tenant desires to have the same done during
any other hours Tenant shall pay for all overtime and additional expenses resulting therefrom.




          12. ALTERATIONS. Tenant shall not, without the prior written consent of Landlord in
each instance obtained, make any repairs, replacements, alterations, improvements or additions
(collectively “Improvements”) to the Premises, Landlord’s consent to any such Improvements shall
be conditioned upon such requirements as Landlord deems appropriate, including without limitation,
the submission of detailed plans and specifications. All such improvements shall be done at
Tenant’s expense by employees or agents of Landlord or contractors hired by Landlord except to the
extent Landlord gives its prior written consent to Tenant hiring its own contractors, and, in
either event, Tenant shall pay to Landlord or its agent a charge for supervision, general
conditions, overhead, Landlord’s profit and other costs and expenses incurred by Landlord in
connection with such work, as established by Landlord from time to time.




          In the event that Tenant uses its own contractors for the Improvements Landlord may, without
limitation, require Tenant to: (a) demonstrate that the construction of such Improvements will not
jeopardize labor harmony; (b) submit satisfactory insurance certificates; (c) obtain all necessary
permits; (d) furnish satisfactory security for the payment of all costs to be incurred in
connection with the Improvements; and (e) upon completing any such Improvements, furnish Landlord
with contractors’ affidavits and full and final




18









 







waivers of lien and receipted bills covering all labor and material expended and used.




          All Improvements shall comply with all insurance requirements and with all applicable
governmental laws, requirements, codes, ordinances and regulations. All improvements shall be
constructed in a good and workmanlike manner and only good grades of material shall be used.
Except for Landlord’s negligence, Tenant shall protect, defend, indemnify and hold Landlord, the
Building, Landlord’s beneficiaries, and their respective officers, directors, beneficiaries,
agents and employees harmless from any and all liabilities of every kind and description which
may arise out of or in connection with such improvements.




          All improvements made by Landlord or Tenant in or upon the Premises whether temporary or
permanent in character, including but not limited to wall coverings, carpeting and other floor
covering, lighting installations, built-in or attached shelving, cabinetry, and mirrors, shall
become Landlord’s property and shall remain upon the Premises at the termination of this Lease by
lapse of time or otherwise without compensation to Tenant [excepting only Tenant’s movable office
furniture, trade fixtures (other than attached or installed lighting equipment), and office
equipment]; provided, however, that Landlord shall have the right to require Tenant to remove such
Improvements at Tenant’s sole cost and expense in accordance with the provisions of this Lease.




          13. SURRENDER OF POSSESSION. On or before the date this Lease and the Term hereby
created terminate, or on or before the date Tenant’s right of possession terminates, whether by
lapse of time or at the option of Landlord, Tenant will: (a) restore the Premises to the same
condition they were in at the beginning of Term (except for reasonable wear and tear and as
otherwise provided in this Lease) and remove those alterations, improvements and additions
installed by Tenant or acquired by Tenant from former tenants which Landlord shall request Tenant
to remove; (b) remove from the Premises and the Building all of Tenant’s personal property; and (c)
surrender possession of the Premises to Landlord. If Tenant shall fail or refuse to restore the
Premises to the above-described condition on or before the above-specified date, Landlord may enter
into and upon the Premises and put the Premises in such condition, and recover from Tenant
Landlord’s cost of so doing. Without limiting the generality of the foregoing, Tenant agrees to pay
Landlord, upon demand, the cost of




19









 







restoring the walls, ceilings and floors of the Premises to the same condition that existed
prior to the date of the commencement of any alterations, improvements, or additions made by or for
Tenant’s occupancy (or a prior tenant’s occupancy if such alterations, improvements or additions
were acquired by Tenant from a former tenant) of the Premises. If
Tenant shall fail or refuse to
comply with Tenant’s duty to remove all personal property from the Premises and the Building on or
before the above-specified date, the parties hereto agree and stipulate that Landlord may, at its
election: (1) treat such failure or refusal as an offer by Tenant to transfer title to such
personal property to Landlord, in which event title thereto shall thereupon pass under this Lease
as a bill of sale to and vest in Landlord absolutely without any cost either by set-off, credit
allowance or otherwise, and Landlord may remove, sell, retain, donate, destroy, store, discard, or
otherwise dispose of all or any part of said personal property in any manner that Landlord shall
choose; or (2) treat such failure or refusal as conclusive evidence, on which Landlord and any
third party shall be entitled absolutely to rely and act, that Tenant has forever abandoned such
personal property, and without accepting title thereto, Landlord may at Tenant’s expense enter into
and upon the Premises and remove, sell, retain, donate, destroy, store, discard or otherwise
dispose of all or any part thereof in any manner that Landlord shall choose without incurring
liability to Tenant or to any other person. In no event shall Landlord ever become or accept or be
charged with the duties of a bailee (either voluntary or involuntary) of any personal property; and
the failure of Tenant to remove all personal property from the Premises and the Building shall
forever bar Tenant from bringing any action or from asserting any liability against Landlord with
respect to any such property which Tenant fails to remove. If Tenant shall fail or refuse to
surrender possession of the Premises to Landlord on or before the above-specified date, Landlord
may forthwith re-enter the Premises and repossess itself thereof as of its former state and remove
all persons and effects therefrom, using such force as may be necessary, without being guilty of
any manner of trespass or forcible entry or detainer.




          14. USE OF PREMISES BY TENANT. Tenant shall occupy and use the premises continuously
during the terms hereof for general office purposes only, and for no other use or purpose. Tenant
will not use or permit upon the Premises anything that will invalidate any policies of insurance
now or hereafter carried on the Building or that will increase the rate of insurance on the
Premises




20









 







or on the Building. Tenant will pay all extra insurance premiums on the Building which may
be caused by the use which Tenant shall make of the Premises (other than a use stated in the first
sentence hereof). Tenant will not (a) use or permit upon the Premises anything that may be
dangerous to life or limb; (b) in any manner deface or injure the Building or any part thereof or
overload the floors of the Premises; or (c) do anything or permit anything to be done upon the
Premises in any way tending to create a nuisance or tending to disturb any other tenant in the
Building, or the occupants of neighboring property, or tending to injure the reputation of the
Building. Unless the Premises shall be closed because of needed repairs, revisions or decorating,
Tenant shall otherwise keep the same open, fully lighted and available for business activity during
each and every day of the Term hereby demised, Saturdays, Sundays and holidays as established by
Landlord from time to time only excepted, and the same shall be kept open by Tenant each day for
business during the customary business hours established in the Building which are from 9:00 A.M.
to 5:00 P.M. Tenant will fully and promptly comply, and operate the Premises in conformity, with
all applicable federal, state and municipal laws, ordinances, codes, regulations and requirements
respecting the Premises or Tenant’s use or occupancy thereof, and activities therein, and Tenant
will not use the Premises for lodging or sleeping purposes nor conduct or permit to be conducted on
the Premises any business or activity which is contrary to the provisions of this Lease or to any
applicable governmental laws, ordinances, codes, regulations and requirements. Tenant shall
promptly pay all taxes of whatever kind which are imposed upon Tenant but which are to be collected
by Landlord. Tenant shall at no time sell food on or from the Premises. Tenant shall at no time
allow alcoholic liquor on the Premises.




          15. RULES AND REGULATIONS. Tenant agrees to observe the reservations to Landlord in
Article 10 hereof and agrees, for itself, its employees, agents, servants, clients, customers,
invitees, licensees and guests to observe and comply, at all times, with the following rules and
regulations and with such reasonable modifications thereof and additions thereto as Landlord may
make for the Building, and that failure to observe and comply with such reservations, rules, and
regulations shall constitute a default under this Lease.





     A.
No sign, picture, advertisement or notice, typewritten or otherwise, shall be
displayed, inscribed, painted or affixed on any part of the



21









 







inside of the Building, or on or about the Premises hereby demised, except as shall be first
approved by Landlord in writing, and then only of such nature, color, size, style and material as
the Landlord directs. No sign, lettering, picture, notice or advertisement shall be placed on any
outside window or in a position to be visible from the outside of the building.




     B. Tenant shall not, without Landlord’s prior written consent, install or operate any
heating device, refrigerating or air conditioning equipment, steam or internal combustion engine,
boiler, stove, machinery or mechanical devices upon the Premises or carry on any mechanical or
manufacturing business thereon, or use or permit to be brought into the Building inflammable
fluids such as gasoline, kerosene, benzene or naphtha or use any illumination other than electric
lights. All equipment, fixtures, lamps and bulbs shall be compatible with, and not exceed the
capacity of, the Building’s electrical system. No explosives, firearms, radioactive materials, or
other articles deemed extra hazardous to life, limb or property shall be brought into the
Building or the Premises.




     C.
Tenant shall not make noises, cause disturbances or vibrations, or use or operate any
electrical or electronic devices or other devices that emit sound or other waves or disturbances,
or create odors or noxious fumes, any of which may be offensive to other tenants and occupants of
the Building or that would interfere with the operation of any device or equipment or radio or
television broadcasting or reception from or within the Building or elsewhere, and shall not
place or install any projections, antennae, aerials or similar devices inside or outside of the
Premises.




     D. Tenant shall at its expense provide artificial light for employees of Landlord while
doing janitor service, cleaning or other work and making repairs or alterations in the Premises.




     E. All telegraph, telephone, and electric connections which Tenant may desire shall be
first approved by Landlord in writing, before the same are installed, and the location of all
wires and the work in connection therewith shall be subject to the direction of Landlord.



22









 






     F.
Tenant must list all furniture and fixtures to be taken from the Building. Such list shall be presented at the office of the Building for approval.




     G. Tenant, its customers, invitees, licensees, agents, servants, employees and guests shall
not encumber or obstruct sidewalks, entrances, passages, courts, corridors, vestibules, halls,
elevators, stairways or other common areas in or about the Building.




     H.
No bicycle or other vehicle and no animal shall be allowed in the offices, halls,
corridors or any other ports of the Building.




     I. Tenant shall not allow anything to be placed against or near the glass in the partitions
between the Premises and the halls or corridors of the Building which shall diminish the light in
the halls or corridors.




     J.
No additional locks shall be placed upon any doors of the Premises and no locks shall be
changed without the prior written consent of Landlord. Tenant will not permit any duplicate keys
to be made (all necessary keys will be furnished by Landlord) but if more than two keys for any
door lock are desired, the additional number must be paid for by Tenant. Upon termination of this
Lease Tenant shall surrender all keys of the Premises and of the Building and give to Landlord
the explanation of the combination of all locks on safes or vault doors in the Premises.




     K. The building manager shall at all times keep a pass key and be allowed admittance to the
Premises to cover any emergency, fire or other casualty that may arise and in other appropriate
instances. Landlord and Landlord’s agents shall have the right to enter the Premises at all
reasonable hours to examine the same.




     L. Unless otherwise advised by Landlord, neither Tenant nor its employees shall undertake
to regulate the thermostats. Tenant shall report to the office of the Building whenever such
thermostats are not working properly or satisfactorily.




     M.
If Tenant desires shades or venetian blinds for outside windows, they must be furnished
and installed at the expense of Tenant, and must be of



23









 







such type, color, material and make as may be prescribed by Landlord.




     N. Tenant assumes full responsibility for protecting its space from weather, theft,
robbery and pilferage, which includes keeping doors locked and other means of entry into
the Premises closed and secured.




     O. Tenant shall not peddle, canvass, solicit or distribute handbills or flyers on or
about the Property except as specifically authorized by Landlord. Peddlers, solicitors and
beggars shall be reported to the office of the Building or as Landlord otherwise requests.




     P. Tenant shall not sell food of any kind or cook in the Building. Tenant may serve
complimentary foods to its guests provided that it shall first comply with all applicable
laws, ordinances, codes and regulations.




     Q. Tenant shall use neither the name of the Building (except as the address of its
business) nor pictures of the Building in advertising or other publicity without
Landlord’s prior written consent.




     R. Tenant shall not conduct itself or permit its contractors, agents, employees or
invitees to conduct themselves in the Premises or in the Building in a manner inconsistent
with the character of the building as an office building of the highest class or
inconsistent with the comfort or convenience of other tenants.



          Landlord reserves the right to make such other and further reasonable rules and regulations
as in Landlord’s judgment may from time to time be needful for the safety, care and cleanliness
of the Premises and the prudent operation of the Building of which the Premises form a part and
for the preservation of good order therein.




          In addition to all other liabilities for breach of any covenant contained in this Article
15, Tenant shall pay to Landlord an amount equal to any increase in insurance premiums or
premiums caused by such breach.




          The violation of any covenant contained in this Article 15 may be restrained by injunction.




24









 








          Landlord shall not be liable in any way for damage caused by the non-observance by any
other tenant of the building of any covenant contained in this Article 15 or of any rules and
regulations made by Landlord.




          16. INSURANCE. Tenant, at its sole cost and expense agrees to purchase and keep in
force and effect during the Term hereof (a) Property Insurance on its tenant improvements,
contents, furniture, fixtures, equipment and other personal property located in the Building,
protecting Landlord and Tenant from damage or other loss caused by those perils customarily covered
by an all risk policy, and in any event including without limitation, fire or other casualty,
vandalism, theft, sprinkler leakage, water damage (however caused), explosion, malfunction and
failures of heating and cooling or similar apparatus, perils covered by extended coverage, and
other similar perils in amounts not less than the full insurable replacement value of such property
with a deductible amount not in excess of One Thousand Dollars ($1,000), and (b) broad form
Comprehensive General Liability Insurance, including blanket
contractual liability, personal injury
liability, and broad form property damage liability coverages, with limits of not less than Three
Million Dollars ($3,000,000) for personal injury, bodily injury, sickness, disease or death or for
damage or injury to or destruction of property (including the loss of use thereof) for any one
occurrence; and (c) business interruption insurance in an amount based on Tenant’s prior year’s tax
return and for a period no less than six (6) months. Tenant’s Insurance policies shall provide that
it is specific and not contributory and shall contain a clause pursuant to which the insurance
carrier waives all rights of subrogation against Landlord with respect to losses payable under such
policies. Tenant’s Property Insurance policy and its Comprehensive General Liability policy, shall
each name Landlord, its beneficiaries, and their respective officers, directors, beneficiaries,
agents, and employees as additional insureds. All such insurance shall be provided by insurers of
recognized responsibility and satisfactory to Landlord. All insurance coverage required by this
Article 16 shall be primary insurance and the insurer shall be liable for the entire amount of any
loss up to and including the total limit of liability as set forth in the declarations without the
right of contribution from any other insurance coverage held by Landlord.




          17. UNTENANTABILITY — FIRE AND CASUALTY. If the Premises or the Building
(including machinery and





25










 




equipment: used in its operation) shall be destroyed or damaged by fire or other
casualty and if the Premises or the Building may be repaired and restored within ninety (90) days
(plus such additional time during which Landlord may be prevented or delayed from completing the
repairs for causes beyond its reasonable control including insurance adjustments) after such damage
then Landlord shall have the option to (a) repair and restore the same with reasonable promptness;
or (b) elect to demolish the Building or cease its operation, in which event this Lease shall
automatically be cancelled and terminated as of the date of such damage. In the event any
such damage not caused by the act or neglect of Tenant, its agents, servants, employees, guest,
licensees or invitees renders the Premises untenantable and if this Lease shall not be cancelled
and terminated by reason of such damage, then rent shall abate during the period beginning with the
date of such fire or other casualty and ending with the date Landlord’s work is substantially
completed, abatement to be in an amount bearing the same ratio to the total amount of rent for such
period as the untenantable portion of the Premises bears to the entire Premises. Landlord’s
work shall not include the repair
or restoration of Tenant’s fixtures or tenant improvements,
including, but not limited to, special wall and floor coverings, special lighting fixtures,
cabinets and bookshelves.




          If such damage renders the Premises untenantable, in whole or in part, and if, in Landlord’s
judgment, such damage cannot reasonably be repaired and restored within ninety (90) days (plus
such additional time during which Landlord may be prevented or delayed from completing the
repairs for causes beyond its reasonable control including insurance adjustments), either party
shall have the right to cancel and terminate this Lease as of the date of such damage, provided,
however, that Tenant may not elect to terminate this Lease if such damage was caused by the act
or neglect of Tenant, its agents, servants, employees, guests, licensees or invitees, and rent
shall not abate during said period. Any right to terminate or any other option provided for any
party in this Article 17 must be exercised by written notice to the other party served within one
hundred (100) days after such damage shall have occurred.




          18. CONDEMNATION. If the whole or any part of the Premises or Building shall be
taken or condemned by any competent authority for any public use or purpose or if any adjacent
property or street shall be condemned or





26









 







improved in such manner as to require the use of any part of the Premises or Building, the Term of
this Lease, at the option of Landlord, shall end upon the date when the possession of the part so
taken shall be required for such use or purpose and Landlord shall be entitled to receive the
entire award, if any, without any payment to Tenant. Current rent shall be apportioned as of the
date of such termination.




          19. LANDLORD’S REMEDIES. If default shall be made in the payment of the
rent or any installment thereof or in the payment of any other sum required to be paid by
Tenant under this Lease, or under the terms of any other agreement between Landlord and Tenant, and
such default shall continue for five (5) days after written notice to Tenant or if default shall
be made in the performance of any of the other covenants or conditions which Tenant is required to
observe and perform and such default shall continue for ten (10) days after written notice to
Tenant or if the interest of Tenant in this Lease shall be levied on under execution or other legal
process, or if any petition shall be filed by or against Tenant to declare Tenant a bankrupt or to
delay, reduce or modify Tenant’s debts or obligations or if any
petition shall be filed or other
action taken to reorganize or modify Tenant’s capital structure, if Tenant be a corporation or
other entity, or if Tenant be declared insolvent according to law or if any assignment of Tenant’s
property shall be made for the benefit of creditors or if a receiver or trustee is appointed for
Tenant or its property or if Tenant shall abandon or vacate the Premises during the Term of this
Lease, then Landlord may treat the occurrence of any one or more of the foregoing events as a
breach of this Lease, and thereupon at its option may, without notice or demand of any kind to
Tenant or any other person, have any one or more of the following described remedies in addition to
all other rights and remedies provided at law or in equity:





     (a) Landlord may terminate this Lease and the Term created hereby, in which event
Landlord may forthwith repossess the Premises and be entitled to recover forthwith as
damages a sum of money equal to the value of the rent provided to be paid by Tenant for the
balance of the stated Term of the Lease, less the fair rental value of the Premises for
such period, and any other sum of money and damages owed by Tenant to Landlord.



27









 





     (b) Landlord may terminate Tenant’s right of possession and may repossess the
Premises by forcible entry and detainer suit, or otherwise, without demand or notice of any
kind to Tenant and without terminating this Lease, in which event Landlord may, but shall be
under no obligation so to do, relet all or any part of the Premises for such rent and upon
such terms as shall be satisfactory to Landlord (including the right to relet the Premises
for a term greater or less than that remaining under the Term of this Lease and the right to
relet the Premises as a part of a larger area and the right to change the character or use
made of the Premises). For the purpose of such reletting, Landlord may make such
repairs, changes, alterations or additions in or to the Premises as may be necessary or
convenient. If Landlord shall fail or refuse to relet the Premises, then Tenant shall
pay to Landlord as damages a sum equal to the amount of the rent reserved in this Lease for
such period or periods. If the Premises are relet and a sufficient sum shall not be
realized from such reletting after paying all of the costs and expenses of such repairs,
changes, alterations and additions and the expense of such reletting and the collection of
the rent accruing therefrom, to satisfy the rent above provided to be paid, Tenant shall
satisfy and pay any such deficiency upon demand therefor from time to time; and Tenant
agrees that Landlord may file suit to recover any sums falling due under the terms of this
paragraph from time to time and that any suit or recovery of any portion due Landlord
hereunder shall be no defense to any subsequent action brought for any amount not
theretofore reduced to judgment in favor of Landlord.



          20. HOLDOVER. Tenant will pay to Landlord an amount equal to double the sum of the
annual Base Rent plus rent adjustments as provided in Section 9-202 of Chapter 110 of the
Illinois Revised Statutes, or any corresponding provision of a successor statute, and in addition
thereto, all actual damages, whether direct or consequential,
sustained by Landlord, for all the
time Tenant shall retain possession of the Premises or any part thereof after the termination of
this Lease, whether by lapse of time or otherwise, but the provisions of this Article shall not
operate as a waiver by the Landlord of any right of re-entry hereinbefore provided. At the option
of Landlord, expressed in a written notice to Tenant and not otherwise, such holding over shall
constitute a renewal of the Lease for a period of one (1) year with the Base Rent for such period
in an amount





28









 




equal to the greater of the annual Base Rent plus rent adjustments payable hereunder or the then
prevailing rental rates for similar space in the Building.



          21.
ASSIGNMENT AND SUBLETTING. Tenant shall not, without the prior written
consent of Landlord, (a) assign, convey, mortgage, pledge or otherwise transfer this
Lease, or any part thereof, or any interest hereunder; (b) permit any assignment of
this Lease, or any part thereof, by operation of law; (c) sublet the Premises or any part thereof;
or (d) permit the use of the Premises, or any part thereof, by any parties other than Tenant, its
agents and employees. Tenant shall, by notice in writing, advise Landlord of its desire from,
on and after a stated date (which shall not be less than thirty (30) days after date of Tenant’s
notice), to assign this Lease, or any part thereof, or to sublet any part or all of the Premises
for the balance or any part of the Term. Tenant’s notice shall: state the name and
address of the proposed assignee or subtenant and provide such financial information on the
proposed assignee or subtenant as requested by Landlord; include all of the terms of the proposed
assignment or sublease (whether contained in such assignment or sublease or in separate agreements)
and state the consideration therefor; and include a true and complete and fully-executed copy of
the proposed assignment or sublease and any and all other agreements relating thereto. In
such event, Landlord shall have the right, to be exercised by giving written notice to Tenant
within thirty (30) days after receipt of Tenant’s notice, to recapture the space described in
Tenant’s notice, and such recapture notice shall, if given, cancel and terminate this Lease with
respect to the space therein described as of the date stated in Tenant’s notice. If Tenant’s
notice shall cover all of the Premises, and Landlord shall have exercised its foregoing recapture
right, the Term of this Lease shall expire and end on the date stated in Tenant’s notice as fully
and completely as if that date had been herein definitely fixed for the expiration of the
Term. If, however, this Lease be cancelled with respect to less than the entire Premises,
Base Rent and rent adjustments reserved herein shall be adjusted on the basis of the number of
rentable square feet retained by Tenant in proportion to the number of rentable square feet
contained in the Premises, as described in this Lease, and this Lease as so amended shall continue
thereafter in full force and effect.




          If Landlord, upon receiving Tenant’s notice with respect to any such space, shall not exercise
its







29









 




right to recapture as aforesaid, and if Tenant is not in default under the terms of this
Lease, Landlord will not unreasonably withhold its consent to Tenant’s assignment of the Lease or
subletting such space to the party identified in Tenant’s notice and upon the terms set forth in
Tenant’s notice, provided, however, that in the event Landlord consents to any such assignment or
subletting, and as a condition thereto, Tenant shall pay to Landlord ninety per cent (90%) of all
profit derived by Tenant from such assignment or subletting. For purposes of the foregoing,
profit shall be deemed to include, but shall not be limited to, the amount paid or payable to
Tenant or any other party to effect or to induce Tenant or any third party to enter into any such
transaction, and the amount of all rent and other consideration of whatever nature payable by such
assignee or sublessee or a third party in excess of the Base Rent and rent adjustments payable by
Tenant under this Lease. If a part of the consideration for such assignment or subletting shall be
payable other than in cash, the payment to Landlord of its share of such non-cash consideration
shall be in such form as is satisfactory to Landlord.




          Tenant shall and hereby agrees that it will furnish to Landlord upon request from Landlord a
complete statement, certified by an independent certified public accountant, setting forth in
detail the computation of all profit derived and to be derived from such assignment or
subletting, such computation to be made in accordance with generally accepted accounting
principles. Tenant agrees that Landlord or its authorized representatives shall be given access
at all reasonable times to the books, records and papers of Tenant relating to any such
assignment or subletting, and Landlord shall have the right to make copies thereof. The
percentage of Tenant’s profit due Landlord hereunder shall be paid to Landlord within two (2)
days of receipt by Tenant of all payments made from time to time by such assignee or sublessee to
Tenant.




          For purposes of the foregoing, (a) if Tenant is a partnership, any change in the partners of
Tenant, or
(b) if Tenant is a corporation the voting stock of which is not listed on a nationally
recognized security exchange, any transfer of any or all of the shares of stock of
Tenant by sale, assignment, operation of law or otherwise resulting in a change in the
present control of such corporation by the person or persons owning a majority of such
shares as of the date of this Lease, or
(c) the transfer of all or substantially all of the




30









 




assets of
Tenant, shall be deemed to be an assignment within the meaning of this Article 21.




          Landlord’s consent to any assignment or
sublease shall not operate as a consent to any
subsequent
assignment or sublease or as a waiver of Landlord’s
right
to require Tenant to seek Landlord’s approval of all
subsequent assignments and subleases. Any subletting or
assignment hereunder shall not release or discharge Tenant
of or from any liability, whether past, present or
future, under this Lease, and Tenant shall continue
fully
liable thereunder. Any subtenant or assignee shall agree
in a form satisfactory to Landlord to comply with
and be
bound by all of the terms, covenants, conditions,
provisions and agreements of this Lease to the extent of
the space sublet or assigned, and Tenant shall deliver to
Landlord promptly after execution, an executed copy of
each such sublease or assignment and an agreement of
compliance by each such subtenant or assignee. Tenant
agrees to pay to Landlord, on demand, all reasonable
costs incurred by Landlord (including fees paid to
consultants, brokers, accountants and attorneys) in
connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant. Any sale,
assignment, mortgage, transfer, or subletting of this Lease
which is not in compliance with the provisions
of this Article shall be of no effect and void. Notwithstanding any requirement for Landlord to consider, solicit or
obtain a sublease or assignment, whether
statutory or otherwise, Landlord and Tenant expressly
agree that Landlord’s obligation with respect to such
sublease or assignment shall arise only when Tenant
submits such sublease or assignment to Landlord in the manner set out in this Article 21.




          22. WAIVER OF CLAIMS. Tenant agrees that Landlord, Landlord’ s beneficiaries and
their respective officers, directors, beneficiaries, partners, agents and employees shall not be
liable for (nor shall rent abate as a result of) any direct or consequential damage (including,
without limitation, damages claimed for actual or constructive eviction) either to person or
property sustained by Tenant or other person, due to the Building, or any part thereof or any
appurtenances thereof becoming out of repair, or due to the happening of any accident in or about
the Building, or due to any act or neglect of any tenant or occupant of the Building, or any
other person including Landlord and Landlord’s agents, servants, guests and invitees. This
provision shall apply particularly (but not exclusively) to damage caused by fire, explosion,
water, snow, frost, steam,




31









 







sewerage, illuminating gas, sewer gas or odors, or by the bursting or leaking of pipes,
plumbing fixtures, or sprinkler system; without distinction as to the person whose act or neglect
was responsible for the damage and whether the damage was due to any of the causes specifically
enumerated above or to some other cause of an entirely different kind. Tenant further agrees
that all personal property upon the Premises or brought or caused to be brought within the
Building by Tenant shall be at the risk of Tenant only and that Landlord shall not be liable for
any damage thereto or any theft thereof. Tenant shall protect, indemnify, defend and save
Landlord, its beneficiaries and their respective officers, directors, agents, beneficiaries,
partners, and employees harmless from and against any and all liabilities, damages, costs,
claims, obligations and expenses arising out of or in connection with Tenant’s use or
occupancy of the Premises or Tenant’s activities in or about the Building, or arising from any act
or negligence of Tenant or its agents, contractors, servants, employees or invitees.




          23. ATTORMENT. Upon request of the holder of any note secured by a
mortgage or deed of trust on the Building, Tenant will agree in writing that no
action taken by such holder to enforce said mortgage or deed of trust shall terminate
this Lease or invalidate or constitute a breach of any of the provisions hereof
and Tenant will attorn to such mortgagee or holder, or to any purchaser of the
Building, at any foreclosure sale or sale in lieu of foreclosure, for the balance of the
Term of this Lease and on all other terms and conditions herein set forth.




          24. ESTOPPEL CERTIFICATE. Tenant agrees that from time to time upon not
less than ten (10) days’ prior request by Landlord, Tenant or Tenant’s duly
authorized representative having knowledge of the following facts shall deliver to
Landlord a statement in writing certifying (a) that this Lease is unmodified and in
full force and effect (or if there have been modifications that the Lease as modified
is in full force and effect); (b) the dates to which the rent, rent adjustments
and other charges have been paid; (c) that neither Landlord nor Tenant is in default
under any provision of this Lease, or, if in default, the nature thereof in detail; and
(d) that there are no offsets or defenses to the payment of Base Rent, additional rent
or any other sums payable under this Lease, or if there are any such offsets or
defenses, specifying such in detail. In the event Tenant fails to deliver such
statement to Landlord




32









 




within such 10-day period, Tenant hereby irrevocably appoints Landlord as attorney-in-fact
for Tenant with full power and authority to execute and deliver in the name of Tenant any such
statement, which statement shall be binding upon Tenant and may be relied upon by Landlord and any
third party.




          25. NOTICE. All notices, demands and submissions to be made or given pursuant to
this lease shall be in writing and shall be deemed properly served if delivered by hand at the
address and to any addressee specified below, or, when received if, mailed, postage prepaid, by
United States certified or registered mail, return receipt requested, as follows:





			
	     if to Landlord, then to:	 	TIFFANY POINTE, INC.

One Tiffany Pointe

Bloomingdale, IL 60108




and if to Tenant, then to the premises or to such other address or addressee as either party way
give to the other in writing. The foregoing notwithstanding, if Landlord is unable to serve any
such notice or demand to the Tenant as hereinabove provided, a notice or demand to the Tenant
shall be deemed properly served if affixed to any door leading into the premises, in which event
the notice or demand shall be deemed to have been served at the time the copy is so affixed.




          26. PARKING AND CONTROL OF COMMON AREAS BY LANDLORD. All automobile parking
areas; including, but not limited to the East and West Tiffany Pointe parking lots, driveways,
entrances and exits thereto, and other facilities furnished by Landlord in or near the Building,
including employee parking areas, the truck way or ways, loading docks, package pick-up stations,
pedestrian sidewalks and ramps, landscaped areas, exterior stairways, and other areas and
improvements provided by Landlord for the general use, in common, of tenants, its agents,
contractors, servants, employees and invitees, shall at all times be subject to the exclusive
control and management of Landlord and Landlord shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect to all facilities and
areas mentioned in this Article. Landlord shall have the right to construct, maintain and
operate lighting facilities on all said areas and improvements; to police the same; from time to
time to change the area, level, location and arrangement of parking areas and other facilities
hereinabove referred to; to restrict parking by tenants, its agents, contractors, servants,





33









 




employees and invitees to employee parking areas; to enforce parking charges (by operation of
meters or otherwise); to close all or any portion of said areas or facilities to such extent as
may, in the opinion of Landlord’s counsel, be legally sufficient to prevent a dedication
thereof or the accrual of any rights to any person or the public therein; to close temporarily all
or any portion of the parking areas or facilities; to discourage non-customer parking; and to do
and perform such other acts in and to said areas and improvements as, in the use of good business
judgment, the Landlord shall determine to be advisable with a view to the improvement of the
convenience and use thereof by Tenants, its agents, contractors, servants, employees and invitees.
Landlord will operate and maintain the common facilities referred to above in such manner as
Landlord, in its sole discretion, shall determine from time to time. Without limiting the
scope of such discretion, Landlord shall have the full right and authority to employ all personnel
and to make all rules and regulations pertaining to and necessary for the proper operation and
maintenance of the common areas and facilities.




          27. COVENANT AGAINST LIENS. Nothing in this Lease contained shall
authorize or empower Tenant to do any act which shall in any way encumber the title of Landlord in
and to the Premises or to the Building, nor shall the interest or estate of Landlord therein be in
any, way subject to any claims by way of lien or encumbrance whether claimed by operation of law or
by virtue of any express or implied contract of Tenant, and any claim to a lien upon the Premises
or the Building arising from any act or omission of Tenant shall accrue only against Tenant and
shall in all respects be subordinate to the title and rights of Landlord to the Premises and the
Building. Tenant covenants and agrees not to suffer or permit any lien or encumbrance to be
placed against the Premises, or the Building with respect to work or services claimed to have been
performed for or materials claimed to have been furnished to Tenant or the Premises and, in case
of any such lien or encumbrance attaching, or claim thereof being asserted, Tenant agrees to cause
it to be immediately released and removed of record. If Tenant has not removed any such lien
or encumbrance within fifteen (15) days after notice to tenant by Landlord, such failure shall
constitute a default hereunder and, in addition to all other remedies available herein, Landlord
may, but shall not be obligated to, pay the amount necessary to remove the lien or encumbrance
without being responsible for making any investigation as to the validity thereof, and the amount



34









 




so paid together with all costs and expenses, including reasonable attorneys’ fees, incurred in
connection therewith shall be deemed additional rent reserved under this Lease due and payable
forthwith.




          28. NONWAIVER. No waiver of any condition expressed in this Lease shall be implied by
any neglect of Landlord to enforce any remedy on account of the violation of such condition if
such violation be continued or repeated subsequently, and no express waiver shall affect any
condition other than the one specified in such waiver and that one only for the time and in the
manner specifically stated. No receipt of moneys by Landlord from Tenant after the termination in
any way of the Term hereof or of Tenant’s right of possession hereunder or after the giving of any
notice shall reinstate, continue or extend the Term or affect any notice given to Tenant prior to
the receipt of such moneys, if being agreed that after the service of notice or the commencement
of a suit or after final judgment for possession of the Premises Landlord may receive and collect
any rent due, and the payment of such rent shall not waive or affect said notice, suit or
judgment.




          29. EXPENSES OF ENFORCEMENT. The Tenant shall pay all attorneys’ fees and
expenses of Landlord incurred in enforcing any of the obligations of Tenant under
this Lease. In case Landlord shall, without fault on its part, be made a party to
any litigation commenced by or against Tenant, then Tenant shall pay all cost,
expense and reasonable attorneys’ fees incurred or paid by Landlord in connection with
such litigation.




          30.
LANDLORD’S LIEN. Landlord shall have a first (1st) lien upon any and all rents
from permitted subtenants or assignees of Tenant (if any), upon the Interest of Tenant
under this Lease and upon all the goods and chattels of Tenant which may at any time
be affixed or located on the Premises, to secure the payment of all money due under
this Lease.




          31.
BROKERS. Tenant represents and warrant that it has not employed any broker
in carrying on the negotiations relating to this Lease. Tenant shall indemnify
and hold Landlord harmless from and against any claim for brokerage or other commission
arising from or out of any breach of the foregoing representations
and warranties. Any representation or statement by a leasing company or other
third (3rd) party (or employee thereof) engaged by Landlord as an independent contractor
which is made with regard to the Premises or the Building shall





35









 




not be binding upon Landlord nor serve as a modification of this Lease ad Landlord shall have
no liability, therefore, except to the extent such representation or statement is also contained
herein or is approved in writing by Landlord.




          32. NO SOLICITATION. Tenant shall not by itself or through any officer, salesman, employee, agent,
advertisement or otherwise solicit business in the vestibules, entrances, elevator lobbies,
corridors, hallways, elevators or other common areas of the Building.




          3 3 . MISCELLANEOUS PROVISIONS. Tenant and Landlord further covenant with each other
that:





          A. All rights and remedies of Landlord under this Lease shall be cumulative, and
none shall exclude any other rights and remedies allowed by law.




          B. The word “Tenant” wherever used herein shall be construed to mean tenants in all cases
where there is more than one tenant, and the necessary grammatical changes required to
make the provisions hereof apply either to corporations or individuals, men or women,
shall in all cases be assumed as though in each case fully expressed.




          C. The rights of Tenant under this Lease shall be and are subject and subordinate at all
times to any ground lenses or master leases and to the lien of any mortgages or deeds of
trust now or hereafter in force against the Building, and to all advances made or
hereafter to be made upon the security thereof, and to all renewals, modifications,
amendments, consolidations, replacements and extensions thereof. This provision is
self-operative and no further instrument of subordination shall be required. In
confirmation of such subordination, Tenant shall promptly execute such further
instruments as may be requested by Landlord and in the event Tenant fails to do so within ten
(10) days after demand in writing Tenant hereby irrevocably appoints Landlord as
attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of
Tenant: any such instruments.




          D. Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or
inure to the benefit of, not only the Landlord and Tenant, but also their respective heirs,



36









 






legal representatives, successors and assigns, provided, this clause shall not permit any
assignment contrary to the provisions of Article 21 hereof.




          E. All of the representations and obligations of Landlord are contained herein and no
modification, waiver or amendment of this Lease or any of its conditions or provisions
shall be binding upon Landlord unless in writing signed by a duly authorized officer of
Landlord’s agent.




          F. All amounts due and payable from Tenant under this Lease or under any work order or
other agreement relating to the Premises shall be considered as rent and, if unpaid
when due, shall bear interest from such date until paid at eighteen percent (18%)
interest in order to reimburse Landlord for the loss Tenant agrees Landlord will incur by
reason of Tenant’s failure to pay such amounts in a timely
manner.




          G. Submission of this instrument for examination shall not bind Landlord in any
manner, and no lease or obligation on Landlord shall arise until this instrument is signed
and delivered by Landlord and Tenant.




          H. No rights to light or air over any property, whether belonging to Landlord or
any other persons, are granted to Tenant by this Lease.




          I. The laws of the State of Illinois shall govern the validity, performance and enforcement of this
Lease. The invalidity or unenforceability of any provision of this Lease shall not offset or impair
any other provision. Landlord and Tenant agree that proper venue shall be in DuPage County,
Illinois.




          J. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing
herein contained shall empower Tenant to commit or engage in any act which can, shall or may
encumber the title of Landlord.




          K. In case Landlord or any successor owner of the Building shall convey or otherwise dispose of
any portion thereof to another person, such other person shall in its own name thereupon be and
become Landlord hereunder and shall assume fully in writing and be liable upon all liabilities and



37









 






obligations of this Lease to be perfomed by Landlord which first arise after the date of
conveyance, and such original Landlord or successor owner shall, from and after the date of
conveyance, be free of all liabilities and obligations not then incurred.




          L. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall
be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the
recording thereof in violation of this provision shall constitute a material breach of this Lease.




          M. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any
third party to create the relationship of principal and agent, partnership, joint venture or any
association or relationship between Landlord and Tenant other than that of Landlord and Tenant.




          N. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease
(regardless of Tenant’s designation of such payments) to satisfy any obligations of Tenant
hereunder, in such order and
amounts as Landlord in its sole discretion may elect.




          O. All indemnities, covenants and agreements of Tenant contained herein which inure to the benefit
of Landlord shall be construed to inure also to the benefit of Landlord’s beneficiaries, and their
respective officers, directors, beneficiaries, partners, agents and employees.




          P. Wherever in this Lease Landlord’s permission or consent is required, such permission or consent
may be given or withheld by Landlord in the exercise of Landlord’s sole and unbridled discretion.




          Q. All of the covenants of Tenant hereunder shall be deemed and construed to be “conditions” if the
Landlord so elects as well as “covenants” as though the words specifically expressing or importing
covenants and conditions were used in each separate instance.




          R. If Tenant violates any of the terms and provisions of this Lease or defaults in any of its
obligations hereunder, other than the payment of



38









 






rent or other sums payable hereunder, such violation may be restrained or such obligation
enforced by injunction.



          3
4 . TRUSTEE CLAUSE. It is expressly understood and agreed that this
Lease is executed on behalf of HARRIS BANK ROSELLE, not personally, but as Trustee as
aforesaid, in the exercise of the power and authority conferred upon and invested in
it as such Trustee, and under the direction of the beneficiaries of a certain Trust
Agreement dated November 17, 1986, and known as Trust No. 12555. It is further
expressly understood and agreed that HARRIS BANK ROSELLE, as Trustee as aforesaid, has no
right or power whatsoever to manage, control or operate said real estate in any way or to
any extent and is not entitled at any time to collect or receive for any purpose,
directly or indirectly, the rents, issues, profits or proceeds of said real estate or any
lease or sale or any mortgage or any disposition thereof. Nothing in this Lease
contained shall be construed as creating any personal liability or personal responsibility
of the Trustee or any of the beneficiaries of the Trust, or any of their respective
officers, directors, beneficiaries, partners, agents, and employees, and in particular,
without limiting the generality of the foregoing, there shall be no personal liability to
pay any indebtedness accruing hereunder or to perform any covenant, either expressly or
impliedly herein contained, or to keep, preserve or sequester any property of said Trust or
for said Trustee to continue as said Trustee; and that so far as the parties herein are
concerned the owner of any indebtedness or liability accruing hereunder shall look
solely to attempt to collect solely from the trust estate from time to time subject to
the provisions of said Trust Agreement for payment thereof, Tenant hereby expressly
waiving and releasing said personal liability and personal responsibility of the
Trustee and any of the beneficiaries of the Trust, and any of their respective
officers, directors, beneficiaries, partners, agents and employees on behalf of itself
and all persons claiming by, through or under Tenant.




          35.
RIDERS. All riders attached to this Lease and signed by Landlord and Tenant are made a part
hereof and are incorporated herein by reference.





39









 





SEE
EXCULPATORY RIDER ATTACHED 
HERTO AND MADE A PART HEREOF      



     IN
TESTIMONY WHEREOF, the parties hereto have caused this instrument to be executed in duplicate as
of the day and year first above written.



	 	 	 	 	 
	TENANT:

	 	LESSOR:
	 	Harris Bank Palatine, N.A. as Successor
	 

	 	 	 	          Trustee to Harris Bank Roselle






	 	 	 
	Royal American Bank

	 	HARRIS BANK ROSELLE, not
	 

	 	individually, but as Trustee under
	 

	 	Trust Agreement dated November 17, 1986
	 

	 	and known as Trust //12555 as aforesaid.






	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	J.J. Frito
 

	 	 	 	By:
	 	 /s/ Mary E. Rooney
 

MARY E. ROONEY
	 	 
	 

	 	/s/ [ILLEGIBLE] 

	 	 	 	 	 	EXEC. V.P. & SR. TRUST OFFICER 	 	 
	 
	 

	 	[ILLEGIBLE] 

	 	 	 	Attest: /s/ Donna Guenther,
 
	 	 
	 

	 	 

	 	 	 	 	 	    Donna Guenther,  Trust officer
	 	 






CERTIFICATE




     I,
Philip Prather, Secretary of Royal American Bank Tenant,
hereby certify that the officer(s) executing the foregoing Lease on behalf of Tenant was/were duly authorized to act in his/their capacities as President and        
                   
                    
                     
             
his/her action(s) are the action of Tenant.



	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	/s/ [ILLEGIBLE] 
	 	 
	 

	 	Secretary
	 	 






MANAGEMENT AGENT




SIGNATURE REALTY CORP.

MANAGEMENT AGENT FOR THE AFORESAID




	 	 	 
	/s/ Pamela Mack 

Pamela Mack

	 	 
	President
	 	 






 









 







RIDER R-1



RIDER TO LEASE DATED October 28, 1996 BY AND BETWEEN
Royal American Bank (TENANT) AND
Harris Bank Roselle, Harris Bank Palatine, N.A. as Successor Trustee to Harris Bank
Roselle not individually, (LESSOR) but as Trustee under Trust Agreement dated
November 17, 1986 and known as Trust No. 12555 as aforesaid.



R2-1 Provided Tenant: is not then in default under this lease and there does not exist
any condition or event which, after notice and time to cure, would be a default, Tenant
shall have the right by written notice to Owner, to extend the term of this Lease under
all of the same provisions hereof except as written below, for two
additional 5 year period commencing on 61st month, provided such
notices are received by
Owner in writing one hundred twenty (120) years prior to the expiration of the Lease
term; except that the minimum rent due of this Lease Agreement will be modified to
reflect market rates.




	 	 	 	 	 	 	 
	DATE: 10/28/96
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	TENANT: Royal American Bank

	 	Lessor:	 	/s/ Mary B. Rooney	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	MARY B. ROONEY	 	 
	 	 	 	 	EXEC.V.P. & SR. TRUST OFFICER	 	 
	/s/
[ILLEGIBLE] 
	 	 	 	 
	[ILLEGIBLE]	 	 	 	/s/ Donna Guenther	 	 
	 	 	Attest: Donna Guenther, Trust Officer	 	 






 









 






RIDER NO. 1





ATTACHED TO AND MADE A PART OF LEASE CONTRACT BETWEEN HARRIS BANK ROSELLE AS TRUSTEE UNDER A TRUST
AGREEMENT DATED NOVEMBER 17, 1986 AND KNOWN AS TRUST #12555, AS LANDLORD, AND ROYAL AMERICAN BANK,
AS TENANT, DATED SEPTEMBER 9, 1996 FOR PREMISES AT ONE TIFFANY POINTE, BLOOMINGDALE, ILLINOIS



     1. OPTION TO RENEW



     Provided Tenant has not committed an uncured Event of Default, Tenant shall have the option to
renew this Lease and lease the Leased Premises for two (2) five (5) year Extended Terms (each of
the Extended Terms are referred to as “Extended Term”) upon the same terms and conditions set forth
herein with the following exceptions:



     a. The Premises Rent, including Ownership Taxes and Operating Expenses, to be paid by Tenant
during the Base Year of the first Extended Term shall be Forty Six Thousand One Hundred Forty and
00/100 Dollars ($46,140.00). The Premises Rent, including ownership Taxes and Operating Expenses,
to be paid by Tenant during the Base Year of the second Extended Term shall be Fifty One Thousand
Five Hundred Seventy Six and 00/100 Dollars ($51,576.00) If the Base Rent is not acceptable to the Landlord, then Tenant agrees to pay Ninety
Percent (90%) of the then prevailing market rent (“Market Rent”) for comparably improved office
space in north Dupage County, Illinois market area.



     b. If Landlord and tenant cannot agree on the Market Rent, either Landlord or Tenant can, by
notice to the other, elect to use an appraisal procedure to determine the Market Rent. The party
requesting the appraisal process shall set forth in their notice the name of an independent
appraiser. The other party shall select the name of their independent appraiser within fifteen (15)
days thereafter. The two independent appraisers shall then independently select a third
independent appraiser. An independent appaiser is defined as any real estate firm or individual
engaged in the business of leasing office space in the northern Illinois area, which firm or person
has not, within six (6) months previous thereto, had any business dealings with the Landlord nor
with the Tenant or their employees. The two appraisers selected by Landlord and Tenant shall each
be instructed to determine the then current Market Rent for comparable office space in the north
Dupage County market area taking into consideration the then existing improvements, age of the
building and equipment and the amenities of the Premises and the immediately surrounding areas.
The appraiser selected by the appraisers of Landlord and Tenant shall then designate which of the
two appraisals is the most accurate reflection of Market Rent and Landlord and Tenant shall be
bound to accept said determination. The cost of all the three appraisers shall be divided equally
between Landlord and Tenant.



 









 





SEE
EXCULPATORY RIDER ATTACHED 
HERTO AND MADE A PART HEREOF      

     c. To exercise this renewal option, Tenant must give Landlord written notice at least one
hundred eighty (180) days prior to the end of the Term, or the Extended Term, as the case may be.



     d. Upon the exercise of this renewal option, the word Term as defined in this Lease shall also
apply to an Extended Term.



     e. All other terms and conditions of this Lease shall be in full force and effect during the
Extended Terms, including the obligation to pay Rent Adjustments as
described in Section 4, Paragraphs (A) through (G).



     f. This renewal option shall be exercised only as to all the Leased Premises leased by Tenant at
the time of the notice.



     2. RIGHT OF FIRST REFUSAL



          Landlord hereby grants to Tenant the right of first refusal to lease the contiguous office
space commonly known as Suites 104, 105, & 108 (“Other Premises”) in the Premises. Should Landlord
receive notice that the Other Premises will be vacated, Tenant will be given the opportunity in
writing to lease the Other Premises at the then current Base Rent and for the balance of the Term
applicable to the Premises. Tenant will have ten (10) days to respond in writing. Thereafter, if
Landlord does not receive written notice from Tenant, Landlord will be released from its first
refusal obligation to Tenant and Tenant shall have waived its right under this Paragraph 2.




     3. VENTILATION OF PREMISES



          The proximity of the Premises to the kitchen of the restaurant tenant causes the Tenant to be
concerned with the possibility of cooking odors entering the Premises. Landlord agrees to
accomodate Tenant’s concern by properly maintaining the Property’s ventilation systems.




	 	 	 
	TENANT:

	 	LESSOR:
	 
	 	 
	Royal American Bank

	 	HARRIS BANK ROSELLE, Harris Bank
Palatine, N.A. as Successor Trustee to Harris Bank Roselle not
individually, but as Trustee under Trust Agreement dated November 17, 1986 and known as
Trust # 12555 as aforesaid.






	 	 	 	 	 	 	 
	/s/
[ILLEGIBLE] 
     President	 	By:
	 	/s/ Mary E. Rooney
 

MARY E. ROONEY
	 	 
	By:
[ILLEGIBLE] 
	 	 	 	EXEC.V.P. & SR. TRUST OFFICER	 	 
	 

	 	 
	 	 
 

	 	 
	 

	 	Attest : /s/ Dolnna Guenther
 
	 	 
	 

	 	 	 	Donna
Guenther, Trust Officer	 	 







 










 





RIDER NO. 2





ATTACHED TO AND MADE A PART OF LEASE CONTRACT BETWEEN HARRIS BANK ROSELLE AS TRUSTEE UNDER A
TRUST AGREEMENT DATED NOVEMBER 17, 1986 AND KNOWN AS TRUST #12555, AS LANDLORD, AND ROYAL
AMERICAN BANK, AS TENANT, DATED SEPTEMBER 9, 1996 FOR PREMISES AT ONE TIFFANY POINTE,
BLOOMINGDALE, ILLINOIS



     This rider No. 2, and the Lease and Rider No. 1 documents to which it is attached shall be
deemed one instrument (the “Lease”) and the provisions of this Rider No. 2 shall supersede the
preceding provisions of this Lease to the extent inconsistent therewith.



     R-3. No interest or late charge shall be assessed by Landlord on any rent payment received
by the 5th of the month in which it is due.



     R-4. Tenant agrees to pay prorata share of reasonable attorney’s fees incurred to reduce or
limit Ownership Taxes only if a reduction or limitation is obtained.



     R-5. All reference to Section 5 (Security Deposit) is deleted from the attached Lease.



     R-6. Landlord agrees that Tenant can provide a “punch list” at the time of possession of the
Premises detailing items that require further alteration, removal, improvement, or addition and
can be assured that items will be rectified in a reasonable manner.



     R-9. Landlord agrees that when heat and/or air conditioning are furnished to the Premises
that hours of operation will be consistent with building access hours as described in R-14 below.



     R-13. When the Premises are surrendered at the termination of this lease, the Landlord will,
except for normal wear and tear, either accept the premises in “as is” condition or require Tenant
to restore Premises to configuration depicted in Exhibit A attached hereto.



     R-14. The Tenant will be allowed to supplement the general office nature of the Premises with
the installation and operation of a Cash Station or other automatic teller system and a night
depository (night drop) as reflected in Exhibit B.



               Access to the Premises without the need for a building key will be available Monday through
Friday from 7:30 a.m. until 8:30 p.m. and Saturday from 7:30 a.m. until 5:00 p.m. except for
Holidays.




     R-15. The Landlord hereby consents to the interior sign which is specified in Exhibit C and
located as indicated in Exhibit A, and agrees that same shall remain the property of Tenant at all
times and that Tenant may remove or replace same at any time or times during the term of this
Lease. The prosposed signage will be




 









 







constructed of individual acrylic letters attached to a contrasting background which will be
mounted to the wall. The sign will approximate four feet wide by three feet high.




          Landlord will allow Tenant, subject to any required approvals by the Village of Bloomingdale,
to install a lighted sign within the Premises that is visible from outside the premises containing
the wording “Royal American Bank”.




          Landlord agrees to provide directional signage to the Premises. This signage to be placed
inside the inner west entrance doors to the first floor of the Property.




     R-20. Tenant will pay to Landlord an amount equal to 150% (rather than 200%) of the sum of
the annual Base Rent plus rent adjustments etc. as described in Section 20 of the Lease.



     R-21. The provisions of Section 21 shall not apply to an assignment or sublease to Royal
American Corporation, provided that Tenant is a wholly-owned subsidiary of such corporation.



          If Tenant introduces Landlord to a prospective subtenant with acceptable credit worthiness
and subtenant subsequently agrees to sub-let one hundred percent (100%) of Premises, Landlord
agrees to release Royal American from any further responsibility under this lease.




     R-26. The Landlord hereby agrees to provide four (4) designated reserved parking places
immediately north of the Building’s west entrance, adjacent to the Premises, and to mark each such
parking place with signage indicating “20 Minute Bank Parking”. Landlord will support Tanant’s
right to enforce the intended use of Tenant’s reserved parking.



     R-29. All attorneys’ fees and expenses incurred in enforcing any of the obligations of
Landlord or Tenant under this lease shall be paid by the party judged to be at fault.



          In case Landlord shall, without fault on its part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall pay all cost, expense and reasonable attorneys’
fees incurred or paid by Landlord in connection with such litigation.




          In case Tenant shall, without fault on its part, be made a party to any litigation commenced
by or against Landlord, then Landlord shall pay all cost, expense and reasonable attorneys’ fees
incurred or paid by Landlord in connection with such litigation.




     R-31. The Landlord and Tenant each agree to pay 50% of the broker’s total fee of $6,108.00 for
negotiating this lease. Such fee to be paid by each party upon Tenant’s occupancy of Premises.
Payment is to be made to: Gladstone Group Inc. 390 Higgins Rd., Elk Grove Village, Illinois 60007.



 









 





     Signature page for Rider 2



	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Harris Bank Palatine, N.A. as
Successor	 	 
	TENANT:	 	 	 	LESSOR:	       Trustee to Harris Bank Roselle	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Royal American Bank	 	 	 	HARRIS BANK ROSELLE, not
individually, but as Trustee under Trust Agreement
dated November 17, 1986 and known
as Trust #12555” as aforsaid:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	BY:

	 	/s/[ILLEGIBLE]
	 	 	 	BY:	 	/s/ Mary E Rooney	 	 
	 

	 	 
 
	 	 	 		 	 

          MARY E ROONEY
	 	 
	 

	 	[ILLEGIBLE ]
	 	 	 	 	 	          EXEC. V.P. & SR. TRUST OFFICER	 	 
	 

	 	 
 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	Attest	 	 	 
	 

	 	 	 	 	 	 	 	/s/ Donna Guenther
 

Donna Guenther Trust Officer
	 	 







 









 








EXCULPATORY RIDER



This instrument is executed by the Harris Bank Palatine, N.A. as Trustee under the
provisions of a Trust Agreement dated
11-17-86, and known as Trust no. 12555, not personally, but solely as Trustee aforesaid,in
the exercise of the power and authority conferred upon and vested in it as such Trustee. This
instrument is executed and delivered by the Trust solely in the exercise of the powers expressly
conferred upon the Trustee under the Trust and upon the written direction of the beneficiaries
and/or holders of the power of direction of said Trust and Harris Bank Palatine, N.A. warrants that
it possesses full power and authority to execute this instrument. It is expressly understood and
agreed by and between the parties hereto, anything herein to the contrary notwithstanding, that
each and all of the representations, warranties, covenants, undertakings and agreements herein made
on the part of the trustee while in form purporting to be the said representations, warranties,
covenants, undertakings and agreements of said Trustee are each and every one of them not made with
the intention of binding Harris Bank Palatine, N.A. in its individual capacity, but are made and
intended solely for the purpose of binding only that portion of the Trust properly specifically
described herein. No personal liability or personal responsibility is assumed by or nor shall at
any time be asserted or enforceable against the Harris Bank Palatine, N.A. on account of any
representations, Warranties, (including but not limited to any representations and/or warranties in
regards to potential and/or existant Hazardous Waste) covenants, undertakings and agreements
contained in the instrument, (including but not limited to any indebtedness accruing plus interest
hereunder) either express or implied or arising in any way out of the transaction in connection
with-which this instrument is executed, all such personal liability or responsibility, if any,
being expressly waived and released, and any liability (including any and all liability for any
violation under the Federal and/or State Environmental or Hazardous Waste laws) hereunder being
specifically limited to the Trust assets, if any, securing this instrument. Any provision of this
instrument referring to a right of any person to be indemnified or held harmless, or reimbursed by
the Trustee for any costs, claims, losses, fines, penalties, damages, costs of any nature including
attorney’s fees and expenses, arising in any way out of the execution of this instrument or in
connection thereto are expressly waived and released by all parties to and parties claiming, under
this instrument. Any person claiming or any provision of this instrument referring to a right to be
held harmless, indemnified or reimbursed for any and all costs, losses and expenses of any nature,
in connection with the execution of this instrument, shall be construed as only a right of
redemption out of the assets of the Trust. Notwithstanding anything in this instrument contained,
in the event of any conflict between the body of this exoneration and the body of this instrument,
the provisions of this paragraph shall control. Trustee being fully exempted, nothing herein
contained shall limit the right of any party to enforce the personal
liability of any other party
to this instrument.





 









 








ADDENDUM

Extended Term Option



ADDENDUM
TO LEASE DATED October 28, 1996 BY AND BETWEEN Royal American Bank (TENANT) and
Tiffany Pointe, Inc./Harris Bank Roselle not Individually but as Trustee under Trust
Agreement dated November 17,1986 and known as Trust #12555 as aforesaid (LANDLORD).




     Be it known this 10th day of October, 2001 that the above described lease has been amended to
read as follows: Per the terms of your lease, subject to the Extended Term provisions, your lease
will be extended for a period of Five (5) Years
commencing on December 1, 2001 through November
30, 2006 based upon the same terms, covenants and conditions of the original lease. Per the Extended
Term provisions your monthly base rental rate will be $3,845.00/$46,140.00 annually.



DATE: October 19 2001




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	TENANT:

Royal American Bank	 	 	 	LANDLORD:

Tiffany Pointe Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Philip Prather
	 	 	 	By:	 	/s/ Pamela Mack	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	Philip Prather	 	 	 	 	 	Pamela Mack	 	 
	 	 	Vice Chairman	 	 	 	 	 	SIGNATURE REALTY CORP.	 	 
	 	 	 	 	 	 	 	 	AS AGENT FOR THE AFORESAID	 	 







 









 









ADDENDUM




     ADDENDUM TO LEASE DATED October 28, 1996 BY AND BETWEEN
Midwest Bank and Trust
Company formerly Royal American Bank/ (TENANT) and Tiffany Pointe,
Inc./Marquette Bank not Individually but as Trustee under Trust Agreement dated November 4, 2002
and known as Trust #16376 as aforesaid (LANDLORD).



Be it known this 11th day of August, 2006 that the above described lease has been amended to read
as follows: The lease is to be extended for a period of (2) Two Months commencing on December 1, 2006
through January 31, 2007 based upon the same terms, covenants and conditions of the original lease
with the following amendments: 1). Tenant’s base rent will be $3,845.00 per month plus all
electric including the
electric for the independent heating & air conditioning system to be installed.



	 	 	 	 	 
	DATE: 8/13/06	 	 
	 
	 	 	 	 
	TENANT:	 	 
	 
	 	 	 	 
	Midwest Bank and Trust Company	 	 
	 
	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 
	 	 	 
	By:
	 	 	 	 





Marquette
Bank not Individually but as Trustee under Trust Agreement dated November 4, 2002
and known as Trust #16376 as aforesaid (LANDLORD).




Signature Realty Corp.

Management Agent for the Aforesaid




	 	 	 	 	 
	By: