exv10w35



 





Exhibit 10.35




MULTI-STORY OFFICE BUILDING LEASE




      In consideration of the covenants and agreements contained herein, Lessor leases to
Lessee, and Lessee leases from Lessor, the premises designated below together with any
appurtenances, for the term stated below.



As used in this Lease, the following terms shall have the meanings set forth below:



	 	 	 
	Date of this Lease:
	 	January 20, 2006
	 
	 	 
	Name and Address of
Lessee:
	 	Royal American Bank
	 
	 	1604 W. Colonial Parkway
	 
	 	Inverness, Illinois 60067-4725
	 
	 	Attention: Mary King Wilson
	 
	 	 
	Name and Address of
Lessor:
	 	MEG Associates Limited Partnership
	 
	 	C/O: Town Center Realty Group LLC
	 
	 	11021 Woodstock Street, Suite #200
	 
	 	P.O. Box # 64
	 
	 	Huntley, Illinois 60142-0064
	 
	 	847-961-6300 / 847-961-6333 - Fax






	 	 	 
	Designation of Leased Premises:
	 	 
	 

	 	The floor space in the building
commonly known as, Suite 100,
645 Tollgate Road, Elgin, Illinois 60123 as shown on the print
marked Exhibit “A” attached hereto and made a part hereof






	 	 	 
	Permitted Uses:
	 	General Office and Related Use.
	 
	 	 
	First Day of Term:
	 	June 1, 2006
	 
	 	 
	Last Day of Term:
	 	May 31, 2009
	 
	 	 
	Lessee’s Percentage:
	 	9.73%
	 
	 	 
	Security Deposit:
	 	NONE
	 
	 	 
	Base Monthly Rent:
	 	 






	 	 	 	 	 
	Lease Year	 	Monthly
Base Rent
	 	 	 	 	 
	June 1,
2006 — May 31, 2007
	 	$	4,252.00	 
	June 1,
2007 — May 31, 2008
	 	$	4,380.41	 
	June 1,
2008 — May 31, 2009
	 	$	4,510.70	 














 



2

	1.	RENT. Throughout the term of this Lease, Lessee will pay monthly rent to Lessor as rent
for the Leased Premises. Monthly rent
shall consist of the applicable Base Monthly rent as set forth on the first page of this
Lease together with all monthly charges required to be paid by Lessee to Lessor pursuant
to Paragraph 5 below. Monthly rent will be paid in advance on or before the first day of
each calendar month of the term. If the term commences on a day other than the first day
of a calendar month or ends on a day other than the last day of a calendar month, then
monthly rent will be appropriately prorated by Lessor based on the actual number of
calendar days in such month. Monthly rent will be paid to Lessor, without written notice
or demand, and without deduction or offset, in lawful money of the United States of
America at Lessor’s Address as set forth on the first page of this Lease, or to such
other address as Lessor may from time to time designate in writing. Lessee hereby
acknowledges that late payment by Lessee of rent and other sums due hereunder after the
expiration of any applicable grace period will cause Lessor to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting charges
and late charges which may be imposed on Lessor by the terms of any mortgage or trust
deed covering the Leased Premises. Accordingly, if any installment of rent or any other
sums due from Lessee shall not be received by Lessor when due or if a grace period is
applicable, prior to the expiration of the grace period, Lessee shall pay to Lessor a
late charge equal to 3% of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Lessor will incur by reason
of late payment by Lessee. Acceptance of such late charges by Lessor shall in no event
constitute a waiver of Lessee’s default with respect to such overdue amount or prevent
Lessor from exercising any of the other rights and remedies granted hereunder. Any amount
due to Lessor, if not paid when due, shall bear interest from such date until paid at the
rate of 10% per annum. Payment of interest shall not excuse or cure any default hereunder
by Lessee. As used on the first page of this Lease and elsewhere herein, the term “Lease
Year” shall mean a period of 365 consecutive days commencing with the Commencement Date
or its anniversary. The first Lease year shall commence on the first day of the term of
this Lease and succeeding Lease Years shall commence annually thereafter.

	 
	 	It is hereby acknowledged by the parties that the leased premises consists of 3,127
rentable square feet (which includes a 12.5% add on factor AKA Loss factor for Lessee’s
share of common area & public washroom). Upon execution of this lease with exhibits
attached, the parties waive any right to alter or challenge either the rentable square
feet as calculated or any calculation in this leased based in whole or in part upon this
calculation of rentable square feet.






2. TAXES. Throughout the term of this Lease Lessee will pay, as additional rent hereunder, the
Lessee’s Percentage of all real estate taxes (general or special) payable during the current
calendar year with respect to the Property and to the Building in which the Leased Premises are
located, including the parcel of land on which such building is constructed and all other
improvements thereto, (hereinafter the “Building”). Such taxes shall be equitably prorated for the
first and last years of the Lease term. Such taxes shall be paid on an estimated basis, monthly in
advance in accordance with Paragraph 5 below. In the event Lessor successfully protests the real
estate taxes, Lessor will give Lessee its proportionate share of the refund, (after payment of any
fees incurred in connection with such protest.) In the event Lessor receives a discount on its
taxes, Lessor will provide Lessee with its proportionate share of the discount. Lessee will not be
responsible for any penalties due to Lessor’s late payment of taxes.



3. INSURANCE: WAIVER OF SUBROGATION. Prior to the commencement of the term hereof, and from time to
time thereafter as required by Lessor, Lessee will provide Lessor, relative to the Lease Premises,
a certificate of insurance or other evidence of (i) fire and extended coverage insurance (contents
broad form) on Lessee’s personal property located in the Leased Premises for the full replacement
value thereof; (ii) comprehensive general public liability insurance against claims for personal
injury, property damage or death with a combined single limit of liability not less than two
million dollars ($2,000,000); (iii) state Worker’s Compensation Insurance in the statutory mandated
limits; and (iv) Employers Liability Insurance with limits not less than one million dollars
($1,000,000). Lessee shall, at its sole cost and expense, maintain such insurance in force
throughout the term of this Lease, shall name Lessor and all beneficiaries, agents, and mortgagees
of Lessor as additional insureds, and shall include a specific waiver of subrogation. Lessor shall
maintain a comprehensive insurance policy with respect to the Building including liability
coverage, loss of rents, fire and other casualty insurance for the replacement cost of the Building
and such other coverages as Lessor’s mortgagee may reasonably require. Lessee shall pay Lessee’s
Percentage of the premium on such policy during the term of the Lease. Premiums will be equitably
prorated for the first and last years of the Lease. If Lessee shall store any solvents or other
hazardous materials on the Leased Premises that result in a surcharge to Lessor’s fire insurance
premium by the Insurance Service Office of Illinois, or other similar agency or the carrier, then,
Lessee shall reimburse Lessor for the entire amount of such surcharge. Lessee shall pay Lessee’s
Percentage of insurance premiums on an estimated basis, monthly in advance as provided for in
Paragraph 5 below. Lessor and Lessee each hereby waive any and every claim for recovery from the
other for any and all loss of or damage to their respective property which loss or damage is
covered by valid and collectible insurance policies, but only to the extent of the insurance
proceeds received in connection with such loss or damage under said insurance policies.



4. OPERATING AND COMMON AREA EXPENSES: LESSEE’S PERCENTAGE. Lessor will arrange for all materials
and services necessary for the operation, management, maintenance (including preventive
maintenance), repair and/or replacement of the Building or Property and personal property used in
conjunction therewith. (“Common Area Charges”) including but not limited to HVAC operation and
maintenance, landscape maintenance, janitorial services (for the Common Area), trash removal (for
the Common Area), utility charges, elevator inspection and maintenance, common area plant leasing,
landscape maintenance, snow removal, exterior window cleaning, replacing exterior and common area
light bulbs, office park common area charges, operation, maintenance, and monitoring of security
and fire alarm systems, building management, pest control services, and any other expenses, whether
or not hereinbefore mentioned, customarily incurred in the operation of first class office
buildings in the Chicago metropolitan area. Lessee shall pay for Lessee’s Percentage of the Common
Area Charges, as Additional Rent on an estimated basis, monthly, in advance as provided in
Paragraph 5 below. Lessor agrees that Common Area Charges will not include depreciation, costs of
improvements made for other tenants, brokers’ commissions, interest, and capital items. Any of the
foregoing Common Area Charges that vary with occupancy and that are attributable to any part of the
term in which less than 100% of the rentable area of the building is occupied by tenants will be
adjusted by Lessor to the amount that Lessor reasonable believes they would have been if 100% of
the rentable area of the building had been occupied during such period. Janitorial services
provided by Lessor, if any, to the leased premises shall be billed directly to Lessee.



Common Area Charges shall not include the following:



(a). The costs of any painting or decorating of any part of the building which is or normally would
be occupied by tenants.



(b). The
cost of any work or service performed for or facilities furnished to
any tenant of the building at such tenant’s cost.



(c). The
cost of correcting defects in construction of he building or in
building equipment, except that conditions not occasioned by
construction defects and resulting from ordinary wear and tear and
use shall not be deemed defects for purposes of this category.



(d).
Management, overhead, administrative or general office expenses not
directly related to the operation and maintenance of the building.



(e). Any
insurance premium to the extent that Lessor is entitled to be
reimbursed directly and separately therefore by any tenant or other
occupant of the building or the property.



(f). The
incremental cost of any work or service performed for or materials,
items, or facilities furnished to any tenant of the building or
property to a materially greater extent or in a materially more
favorable manner than that furnished generally to all tenants of the
building or property.



(g). The
cost of any work, service, materials, or items (including labor) for
which Lessor is reimbursed, or entitled to a reimbursement, by a
tenant or by insurance or condemnation proceeds or otherwise
compensated.



(h). The
cost of any improvements, repairs, alterations, additions, changes,
replacements, equipment, tools, and other items which under generally
accepted accounting principles are properly classified as capital
expenditures (whether incurred directly or through a lease or service
contract or otherwise).



 

 



 


2 Lessor/Lessee
Initial Here











 







3(i). Leasing commissions, ground or other rent, non-cash items (Including, without
limitation, depreciation, other than permitted
amortization and obsolescence) interest and principal payments on mortgages and other debt costs,
distributions, dividends, or other
amounts paid to partners, shareholders, or other owners, advertising and promotional expenditures
(unless agreed to by Lessee in its sole
discretion).



(j). The cost of preparing and/or renovating any portion of the building for occupancy by a
tenant.




(k). Any cost attributable to any breach by Lessor of its covenants, obligations and duties under
this lease or any other agreement,
whether with Lessee or other parties, or of its legal obligations that would not have been
incurred but for such breach by Lessor.



(l). All inheritance, gift, franchise, income, corporate or profit taxes that may be assessed
against Lessor, or any taxes, assessments, and
other governmental charges which Lessor separately and directly charges other tenants of the
building or property.



(m). Costs of repairs and general maintenance paid by proceeds of insurance or directly and
separately by Lessee or other third parties.



(n). Costs of utilities separately metered and paid directly by tenants or utilities for which
Lessor separately charges Lessee under this
lease, or separately and directly charges other tenants of the building.



5. ESTIMATED PAYMENTS. Commencing on the first day of the term and on the first day of each
calendar month thereafter during the term of this Lease, Lessee shall pay, as Additional Rent
hereunder, and in addition to the Base Monthly Rent that is provided for on Page one of the Lease,
an amount equal to one twelfth of the Lessor’s reasonable estimate of annual charges payable by
Lessee for:




	§ 	 	Real Estate Taxes payable by Lessee pursuant to Paragraph 2 above. (Presently estimated to be
approximately $1.09 per rentable square foot as of the date of this lease);
	 
	§ 	 	Insurance Premiums payable by Lessee pursuant to Paragraph 3 above; and,
	 
	§ 	 	Common Area Charges payable by Lessee pursuant to Paragraph above (insurance premiums and
common area charges estimated to be, in the aggregate, approximately $4.73 per rentable
square foot as of the date of this lease).





     On
or before March 1st of each year during which the Lease is in force, Lessor shall provide
Lessee with a statement of all of such charges during the preceding calendar year. If such
statement indicates that Lessee has made estimated payments during such year in excess of the
actual amount due, Lessor shall credit Lessee with any overpayment against the next monthly rent
otherwise due. In the event such statement indicates that the actual amount due from Lessee exceeds
the estimated payments made by Lessee during the preceding year, Lessee shall pay such amount
within 15 business days after notice from Lessor. In the event that lease has been terminated, by
lapse of time or otherwise, and Lessee has vacated the space and tendered possession of said space
to Lessor, Lessor shall perform such a reconciliation, prorated for the final year, within sixty
(60) business days of said possession date. In the event Lessee is due a credit for such estimated
payments, such final credit shall be in the form of a cash payment due to Lessee also within such
sixty (60) business day period after Lessee has vacated said space and tendered possession.



6. Right
of First Refusal / Option to Lease Suite # 110. At the time of the writing of this lease,
Lessor is contractually bound by an office Lease for the suite known as # 110, directly adjacent
from Lessee’s space, Suite # 100. Lessor notifies Lessee that such lease is due to expire on April
30, 2007. Lessor further notifies Lessee that the present tenant of this space has an option to
renew its lease, which must be exercised by October 31, 2006. Lessor further reserves the right to
negotiate with the present tenant the terms of their renewal option. However, in the event that
Lessor and the present tenant are unable to come to mutually agreeable terms, and the current
tenant of Suite # 110 chooses not to renew it’s lease, and instead to vacate the premises, Lessee
shall have the right of first refusal to lease this additional space in accordance with the terms
outlined herein. Lessor shall promptly notify Lessee in writing, such notice to be delivered no
later than November 30, 2006, upon the Lessor’s receipt of notice from the current tenant of Suite
# 110 that such current tenant will be vacating. If however, the current tenant of suite # 110 chooses
to exercise its option to renew, or the Lessor and current tenant through negotiation agree on
mutually acceptable renewal terms, this paragraph shall be null and void and all other terms of
this lease shall continue in full force and effect.



In the event that such space # 110 will be available for lease, Lessee shall have the right of first
refusal to lease such space # 110 in addition to the space currently covered by this lease, # 100.
It is hereby acknowledged by the parties that this additional space contains 2,893 rentable square
feet (which includes a 12.5% add on factor AKA Loss factor for Lessee’s share of common area &
public washroom). Lessee shall have the exclusive right to lease this additional space effective
August 1, 2007, provided Lessee provides Lessor with written notice of Lessee’s desire to exercise
this Right of First Refusal no later than December 31, 2006. If Lessor does not receive written
notice from Lessee (To be sent by US Certified Mail to Lessor’s place of business) by December 31,
2006, this paragraph shall become null and void. In this case, this lease shall continue along its
original terms through the original expiration date as outlined on the front page of this lease.



In the event Lessee chooses to exercise its Right of First Refusal to lease this additional
space, the following changes to this lease shall apply:



A: At the earliest possible time, Lessor shall cause Lessor’s architect to meet with Lessee and
design a mutually agreeable space plan for the additional 2,893 square feet included in this
option. Architectural costs to be at the sole expense of Lessor. Due to the nature of the physical
location of the space, it is not possible to physically connect the two spaces and the parties
agree that they shall remain accessible to one other only by crossing the common area lobby space
in between.



B: Upon the completion of a mutually agreeable space plan, Lessor shall instruct Lessor’s architect
to prepare complete prints to be submitted for building permit with the City of Elgin. Upon
issuance of such permit, Lessor shall begin construction build out of the new space, at Lessor’s
own expense, using an allowance not to exceed the cost of $19.00 per square foot, such improvements
including but not limited to, partitions, floor tiles, carpeting, and drop ceiling all as are more
fully set forth in certain drawings, copies of are to be attached hereto and incorporated into this
lease at the time their preparation is complete and to be known as Exhibit “B” hereto, (the “option
Improvements”). Subject to the “Lessee Delay” provisions in Paragraph 7 below, the Improvements
will be substantially completed in a good and workmanlike manner and in accordance with all
applicable building codes prior to a date, which is the later of 90 days after the issuance of a
building permit for the Improvements or 90 days after Suite 110 is vacated by the current tenant.
Lessor and Lessee agree upon a target date of approximately August 1, 2007 for such completion.
Lessor will apply for a building permit for the Improvements as soon as reasonably possible after
execution of this option and make every reasonable effort to obtain such permit in a timely manner.
Lessor, with cooperation from Lessee, will apply for, and obtain, an occupancy permit from the
applicable municipality



[ILLEGIBLE]

for use of
the Leased Premises in accordance with this Lease prior to the
commencement of the term hereof. Lessor will pay any fees required in
connection with such occupancy permit. The issuance of such occupancy
permit shall be conclusive evidence of the substantial completion of
the improvements agreed upon. Lessee will have the right to inspect
the Leased Premises prior to the commencement date of the Lease and
to prepare and submit to the Lessor a punch list of work included in
the Improvements and not completed. The Lessor shall have the
obligation to complete such work as is detailed on said punch list
within twenty working days of receipt of same. If the improvements
have not been substantially completed, (and a certificate of
occupancy issued) prior to the target date of August 1, 2007,
and provided that such improvements have been completed within the
time period provided for above, (90 after issuance of building
permit) then the “First Day of the option Term” and the
“Last Day of the option Term”, as defined below, shall both
be extended for a period equal to the number of days between the
original First Day of the Term as set forth and the date of
substantial completion of the improvements as evidenced by the
issuance of an occupancy permit. So long as it does not materially
interfere with Lessor's ability to complete the leased premises as
provided hereunder, Lessor will use its best efforts to make the
leased premises available to Lessee two weeks prior to commencement
of the option term for purposes of allowing for furniture, data and
telecommunications installation. Lessee shall coordinate its
installations with Lessor prior to scheduling, and Lessee shall be
solely responsible for its furniture, data, telecommunications and
other property installed or otherwise located on the property.
Further, Lessee shall be responsible to Lessor for any and all damage
caused by Lessee, or any of Lessee's agents, to the property, the
building or the leased premises, while operating under this paragraph
of the lease.




  


3 Lessor/Lessee
Initial Here










 




4C: Option Term:



In the event Lessee chooses to exercise this option, the term of this lease shall be extended and
amended as follows:




	 	•	 	The Suite Number of 100 shall apply to the current space, and include the new
space, formally known as suite #110.
	 
	 	•	 	New Rentable Square Footage: 6,020 Square feet
	 
	 	•	 	Revised Lessee’s Percentage: 18.73%
	 
	 	•	 	Paragraph 31 “option to Renew” remains unchanged, and would be applicable upon
the expiration of the revised lease term as shown below.





Base Monthly Rent:




	 	 	 	 	 
	Lease Year	 	Monthly Base Rent
	August 1 , 2007 — July 31 , 2008
	 	$	7,901.25	*
	August 1 , 2008 — July 31 , 2009
	 	$	8,137.03	 
	August 1, 2009 — July 31, 2010
	 	$	8,377.83	 
	August 1, 2010 — July 31, 2011
	 	$	8,628.66	 
	August 1, 2011 — July 31, 2012
	 	$	8,884.51	 






 




			
	*	 	Initial option year based upon $15.75 per
square foot for the combined 6,020 square feet.



7.     CHANGES TO TENANT IMPROVEMENTS: LESSEE
DELAY.




	(a)	 	No changes (“ TI Changes”) shall be made to the Tenant Improvements unless same are set forth
in a written change order executed by Lessor and Lessee which specifies (i) the nature of the
Tl Change, (ii) the cost or credit to Lessee as a result of such Tl Change, and (iii) whether
such Tl Change will constitute a Lessee Delay under paragraph 31 (b) below.
	 
	(b)	 	Upon the occurrence of a Lessee Delay (as hereafter defined) then (A) Lessee’s obligation
to pay the Rent (but not to occupy the Leased Premises) shall begin as of the Original
Completion Date, (B) Lessee shall pay to Lessor all costs and expenses reasonably incurred by
Lessor as a result of such Lessee Delay including, without limitation, any costs and expenses
attributable to increases in the cost of labor or materials, and (C) Lessee’s right of
occupancy shall not arise until Substantial Completion of the Tenant Improvements. As used
herein the term “lessee” “Delay” shall mean the occurrence of any one or more of the following
which directly contribute to the inability of Lessor (without the use of overtime, labor or
heroic measures) to substantially complete the Tenant Improvements within the time period set
forth in paragraph 6 (the “Original Completion Deadline”): (i) Lessee’s Delinquency (as
hereafter defined) in furnishing, approving or authorizing any plans for the Tenant
Improvements, including, without limitation, architectural drawings and finished/color
selections; (ii) Lessee’s Delinquency in submitting to Lessor, when requested, any
information, authorization or approvals in compliance with the intended Tenant Improvements
set forth on Exhibit 2 including, without limitation, any information required by Lessor to
prepare plans for same; (iii) Tl Changes requested by Lessee; (iv) Lessee’s request to itself
(or through its own contractors or subcontractors) perform any work or improvements within
the Leased Premises prior to the date it may occupy the Leased Premises; (v) Lessee’s
request, for or selection of, materials, components, finishes or
improvements other than those which are normally used by Lessor or which are otherwise
readily available to Lessor within a commercially reasonable time frame given the
Original Completion Deadline; (vi) Lessee’s failure to pay, when due, any amounts
required to be paid by Lessee hereunder; (vii) Lessee’s failure to comply with all
federal, state or local laws, regulations, codes or ordinances; (viii) Lessee’s request
for additional bidding or re-bidding of the cost of all or any portion of the work
related to the Tenant Improvements; (ix) any postponements or delays requested by Lessee
and agreed to by Lessor regarding the completion of the Tenant Improvements; (x) any
error in the plans for the Tenant Improvements caused or related to any act or omission
by Lessee or its employees or agents; or (xi) any other act or omission of the Lessee,
its employees or agents. For purposes of this paragraph 31(b), all actions required, or
information/decisions requested of Lessee shall be deemed “Delinquent” if not taken and
communicated to Lessor (A) by the time specified in Lessor’s critical path schedule or
(B) within three business days following written request to from Lessor to Lessee for
such action or decision. Lessor’s determination that a Lessee Delay has occurred shall
be conclusive and binding upon the parties upon written notice by Lessor to Lessee.





8.     USE; ACCESS; SERVICES. The Leased Premises shall be used for the uses set forth on first page of
this Lease and for no other
purposes whatsoever. Lessee shall not do or permit to be done in or about the Leased Premises
anything which is prohibited by law, statute, ordinance or other governmental rule or regulation
now in force or which may hereafter be enacted or which will in any way obstruct or interfere with
the rights of other tenants in the Building. Lessee will not allow any signs, cards or placards to
be posted, or placed on the Leased Premises except as specifically provided for in this Lease.
Lessee shall not keep any inflammable or explosive liquids or materials save such as may be
necessary for use in the business of the Lessee, and in such case, any such substances shall be
delivered and stored in amounts in fireproof containers, and used, in accordance with the rules of
the applicable Board of Underwriters and statutes and ordinances now or hereafter in force.



      
In addition to the Leased Premises, Lessor also grants to Lessee the non-exclusive right to use
the parking lot and other common areas of the Property for purposes related to the permitted use
of the Leased Premises. The Building shall be accessible to Lessee at
all times during the term of this Lease. Lessor agrees to furnish
Lessee, while occupying the Leased Premises, water at those points of
supply provided for general use of tenants; heated and refrigerated
air conditioning in season at such times as Lessor normally furnishes
these services to all tenants of the Building, and at such
temperatures and in such amounts as are in accordance with any
applicable statutes, rules or regulations, and as are considered by
Lessor to be standard. Such services at other times, and on
Saturdays, Sundays and holidays are to be optional on the part of
Lessor (Lessor hereby reserving the right to charge Lessee for any
such optional service requested by Lessee on such basis as Lessor, in
its sole discretion, determines). Lessor also agrees to furnish
Lessee janitorial service Monday through Friday for all common areas
and passenger elevator(s) for ingress and egress to the floor on
which the lease premises are located, provided however, if more than
one elevator services the Building. Lessor may reasonably limit the
number of elevators to be in operation on Saturdays, Sundays and
holidays. the failure, to any extent and for any cause, to furnish
services shall not render Lessor liable in any respect for damages to
any person, property or business, shall not be continued as an
eviction of Lessee or work an abatement of Rent, and shall not
relieve Lessee from fulfillment of any covenant or agreement hereof.
Lessor shall use all reasonable diligence to restore such services as
quickly as is possible under the circumstances.


9.
    CONDITION AND
UPKEEP OF LEASED PREMISES. Lessee has examined and knows the
condition of the Leased Premises other than the improvements to be
made by Lessor pursuant to this lease and Lessee acknowledges that no
representations as to the condition and





  


4 Lessor/Lessee
Initial Here







 






5repair thereof have been made by Lessor, or its agent, prior to, or at, execution of this Lease
that are not herein expressed. Lessee will keep the Leased Premises including all appurtenances,
in good repair, and in that regard shall replace all broken glass with glass of the same size and
quality as that broken, repair malfunctioning plumbing and electrical fixtures, replace all burnt
out light bulbs, and keep the Leased Premises, in a clean and healthful condition according to the
applicable laws, codes and ordinances and with the direction of the proper public officers during
the term of this Lease, all at Lessee’s expense. Upon termination of this Lease, in any way,
Lessee will yield up the Leased Premises to Lessor in good condition and repair, loss by fire and
ordinary wear and tear excepted.



10. SUBLEASE; ASSIGNMENT. Lessee will not allow the Leased Premises to be occupied in whole, or in
part, by any other person, and will not sublet the same or any part thereof, nor assign this Lease
without in each case the express, prior, written consent of the Lessor, and Lessee will not permit
any transfer by operation of law of the interest in the Leased Premises acquired through this
Lease. Any such action on the part of Lessee shall be void and of no effect and shall constitute a
default hereunder. Lessor shall not unreasonably withhold or delay its consent to Lessee’s written
request to sublease the Leased Premises provided Lessee has provided detailed written information
about the proposed subtenant and such subtenant’s proposed use of the Leased Premises. Lessor shall
be entitled to any profits to be derived by Lessee in the subleasing of Lessee’s space to another.
Lessor’s refusal to consent to any proposed sublease shall not be deemed unreasonable if the
proposed use of the Leased Premises will result in: i.) increased wear and tear on the Leased
Premises, the common facilities or adjacent parking, ii.) parking requirements in excess of those
provided for by applicable zoning ordinances which would tend to deprive other tenants in the
Building of their required parking, iii.) public protests, or picketing; iv.) any adverse affect on
other tenants in the Building or adjacent buildings. Lessor shall have the right to terminate this
Lease as to that portion of the Leased Premises which Lessee seeks to assign, convey, mortgage or
sublet, whether by requesting Lessor’s consent thereto or otherwise.



11. MECHANIC’S LIENS. Lessee will not permit any mechanic’s lien or liens to be placed upon the
Leased Premises or the Building as a result of any materials or labor ordered by Lessee or any of
Lessee’s agents, officers, or employees.



12. INDEMNITY FOR ACCIDENTS; NON-LIABILITY OF LESSOR. Lessee covenants and agrees that it will
protect and save and keep the Lessor forever harmless and indemnified against and from any penalty
or damages or charges arising from:



a.) the use or occupancy of the Leased Premises by Lessee or any person claiming under
Lessee;




b.) any activity, work or thing done, permitted, or suffered by Lessee in or about the
Leased Premises or the Building;




c.) any acts, omissions, or negligence of Lessee or any person claiming under Lessee or the
agents, employees, invitees or visitors

of Lessee; or,




          d.) any breach, violation, or nonperformance by Lessee or any person claiming under Lessee or
the employees, agents, invitees, or visitors of Lessee of any term, covenant, or provision of this
Lease or any law, ordinance, or governmental requirement of any kind; except for penalty, damage,
or charges which are the proximate result of the sole negligence or intentional act of Lessor its
agents or beneficiaries.




Except in the case of its willful acts and willful omissions, Lessor shall not be liable for (nor
shall rent abate as a result of) any damage occasioned by failure to keep the Leased Premises,
building or Property in repair, nor for any damage done or occasioned by or from plumbing, gas,
water, sprinkler, or other pipes or sewerage or the bursting, leaking or running of any pipes, tank
or plumbing fixtures, in, above, upon or about the Leased Premises or the Building nor from any
damage occasioned by water, snow or ice being upon or coming through the roof, skylights, trap door
or otherwise, nor for any damages arising from acts, or neglect of co-tenants or other occupants of
the Building or of any owners or occupants of adjacent or contiguous property. Further, Lessor
shall not be liable or responsible to Lessee for any loss or damage to any property or person
occasioned by theft or any other criminal act, fire, act of God, public enemy, injunction, riot,
strike, insurrection, war, court order, law of requisition or order of any governmental authority.



13. UTILITIES; ALTERNATIVE SERVICE PROVIDERS. A. Lessee shall contract directly with the public
utilities furnishing utilities (such as electric) which are separately metered to the Leased
Premises, and shall pay such utility providers directly and promptly when due. If any utility is
not separately metered to the Leased Premises, the cost of such utility consumed on the Property
shall be included within the Common Area Charges, of which Lessee shall pay Lessee’s Percentage.



Notwithstanding the above:



          B. Lessee shall not utilize an alternative provider for a utility service other than
the public utility servicing the Property, (“Alternative Service Provider”) unless Lessee
shall first obtain the written consent of Lessor. Lessee hereby agrees to the following
provisions with respect to any Alternative Service Provider:




          1). Lessor shall incur no expense whatsoever with respect to any aspect of and Alternative
Service Provider’s provision of services including, without limitation, the cost of installation,
service and materials;




          2). Prior to commencement of work on the Property by any Alternative Service Provider, the
Alternative Service Provider shall supply Lessor with verification, to Lessor’s satisfaction, that
the Alternative Service Provider is qualified and licensed; property insured; and financially
capable of covering any uninsured damage;




          3). Prior to commencement of work on the Property by any Alternative Service Provider, the
Alternative Service Provider shall agree in writing to abide by such rules and regulations, job
site rules, and such other requirements as reasonably determined to be necessary to protect the
interest of Lessor, the Property and the other tenants of the Property;




          4). Lessor shall have sole discretion and control over the determination that sufficient space
within the Property or Building exists for, and the location or placement of, an Alternative
Service Provider’s equipment and materials.




          5). The Alternative Service Provider shall enter into a written agreement with Lessor to
compensate Lessor for space used on the Properly or in the Building for storage and maintenance of
the Alternative Service Provider’s equipment; and for all costs of Lessor that may be incurred in
arranging access for the Alternative Service Provider’s personnel, security for the Alternative
Service Provider’s equipment or other such costs incurred by Lessor;




          6). The Alternative Service Provider agrees that Lessor shall have the right to supervise
all work performed by the Alternative Service Provider relative to the Leased Premises,
Building or Property; and agrees that Lessor shall have the right to enter any space occupied
by the Alternative Service Provider for reasonable purposes and with reasonable advance notice
given where possible.




          7). Lessor’s consent to the use of an Alternative Service Provider shall not be deemed any
kind of warranty or representation of Lessor with regard to such Alternative Service Provider, the
service being provided thereby, or the feasibility of such use within
the Leased Premises, Building
or Property.




          8).
Lessee
agrees that all services of an Alternative Service Provider selected
by Lessee hereunder shall be at the sole and exclusive use and
expense of Lessee, and that Lessor shall have no obligation or
liability under this Lease with respect to any service interruption,
curtailment or discontinuation involving the Alternative Service
Provider.



          9).
Lessee hereby agrees to indemnify and hold harmless Lessor for all
losses, claims, demands, expense and judgments, including reasonable
attorneys’ fees and expenses, arising out of Lessee’s selection
and use of an Alternative Service Provider hereunder.



          C.
Lessor has advised Lessee that presently COMED (“Electric
Service Provider”) is the utility company selected by Lessor to
provide electricity service for the Premises. Notwithstanding the
foregoing, if permitted by law; Lessor shall have the right at any
time and from time to time during the Lease Term to either contract
for service from a different company or companies providing
electricity service (each such company shall hereinafter be referred
to as an “Alternative Service Provider”) or to contract
directly for service from the Electric Service Provider.



Lessee
shall Cooperate with Lessor, the Electric Service Provider, and any
Alternate Service Provider at all times and, as reasonably necessary;
shall allow Lessor, Electric Service Provider, and any Alternate
Service Provider reasonable access to the Premises’,
Building’s and/or Leased Premises’ electric lines, feeders,
risers, wiring, and any other machinery within the Premises.




  


5 Lessor/Lessee
Initial Here











 



6




Lessor shall in no way be liable or responsible for any loss, damage, or expense that Lessee may
sustain or incur by reason of any change, failure, interruption, or defect in the supply or
character of the electric energy furnished to the Premises, or if the quantity or character of the
electric energy supplied by the Electric Service Provider or any Alternate Service Provider is no
longer available or suitable for Lessee’s requirements, and no such change, failure, defect,
unavailability; or unsuitability shall constitute an actual or constructive eviction, in whole or
in part:, or entitle Lessee to any abatement or diminution of rent, or relieve Lessee from any of
its obligations under the Lease.



14. ACCESS TO PREMISES. Lessee will allow Lessor free access to the Leased Premises for the purpose
of examining or exhibiting the same, or to make any needed repairs, or alterations thereof.
Additionally, Lessor shall be allowed to show the Leased Premises during the last year of any term.
Lessor shall endeavor to exercise its rights of access to the Leased Premises with the least
possible interruption of or disturbance to the operation of Lessee’s business.



15. HOLDING OVER. Lessee will, at the termination of this Lease by lapse of time or otherwise,
yield up immediate possession to Lessor, and failing to do so, will pay as liquidated damages for
the whole time such possession is withheld, the sum of 200% of the rent otherwise due per day for
each day of possession by Lessee after expiration of the Lease plus all direct or consequential
damages. The provisions of this clause shall not be held as a waiver by Lessor of any right of
re-entry nor shall the receipt of said rent or any part thereof operate as a waiver of the right to
forfeit this Lease and the term hereof for the period still unexpired, for a breach of any of the
covenants herein.



16. NO RENT DEDUCTION OR SET OFF. Lessee’s covenant to pay rent is and shall be independent of each
and every other covenant of this Lease. Lessee agrees that any claim by Lessee against Lessor shall
not be deducted from rent nor set off against any claim for rent in any action.



17. LITIGATION In the unlikely event of any litigation between the parties hereto involving the
terms of this Lease or the breach or enforcement hereof, the prevailing party shall be entitled to
recover all of its reasonable legal fees and other costs and expenses incurred in connection
therewith.



18. UNTENANTABILITY
(a) A “Total Loss” shall be deemed to have occurred if (i) the Leased Premises
or Building are so damaged by fire or other casualty that the estimated cost to repair same amounts
to 50% or more of the total estimated construction cost of the entire Building or (ii) the Building
is so damaged by fire or other casualty that Lessor, in its sole discretion, decides to demolish
and not to immediately rebuild same, or (iii) the Leased Premises or Building is damaged by fire or
other casualty during the last 12 months of the term hereof. Any other casualty loss not amounting
to a Total Loss shall be deemed a Partial Loss.



(b) In the event of a Total Loss, Lessor may terminate this Lease by written notice to Lessee
within one hundred twenty (120) days after the date of such fire or other casualty. Rent shall be
apportioned on a per diem basis and paid to the date of such fire or other casualty.
Alternatively, if Lessor decides to rebuild and restore the Property following a Total Loss, this
Lease shall not terminate and Lessor shall repair and restore the Leased Premises at Lessor’s
expense and with due diligence, subject, however, to (i) reasonable delays for insurance
adjustments and (ii) delays caused by forces beyond Lessor’s control. Rent shall abate on a per
diem basis during the period of construction and repair. Lessee shall permit Lessor and its
contractors to have free access to the Leased Premises to perform such work.



(c) In the event of a Partial Loss, Lessor shall be required to proceed with all due diligence to
repair and restore the Leased Premises, subject, however, to (i) reasonable delays for insurance
adjustments, and (b) delays caused by forces beyond Lessor’s control. Rent shall abate in
proportion to the non-usability of the Leased Premises during the period while repairs are in
progress. Lessee shall permit Lessor and its contractors to have free access to the Leased Premises
to perform such work.



(d) Should Lessor fail to repair or otherwise restore the Property or Leased Premises as required
or otherwise elected herein, the Lessee’s sole and exclusive remedy shall be to terminate this
Lease.



17. SUBORDINATION: ESTOPPEL LETTERS Within 10 business days after notice by Lessor,
Lessee shall execute a confirmation of the subordination of this Lease to any current or future
mortgage or mortgages placed on the Property by Lessor and other documents in customary form
requested by Lessor’s mortgagee including but not limited to:




	 	 	 	a.) agreements to give notice of Lessor’s defaults to such mortgagee;
	 
	 	 	 	b.) agreements not to pay rent more than 30 days in advance;
	 
	 	 	 	c.) confirmation of the terms and status of this Lease;
	 
	 	 	 	d.) agreements to attom to any party acquiring rightful possession of the Leased Premises;
and,

	 
	 	 	 	e.) similar or related representations or undertakings customarily required by mortgage
lenders from tenants.





provided, however that Lessee shall receive a “Non-disturbance Agreement” from such mortgagee in
customary form assuring Lessee that
as long as Lessee is not in default under this Lease, Lessee’s rights hereunder shall not be
impaired by such mortgagee.
Lessee agrees that from time to time, it will deliver to Lessor or its designee within 5 business
days of the date of Lessor’s request, a
statement, in writing, certifying (i) that this Lease is unmodified and in full force and effect,
if this is so, (or if there have been modifications
that the Lease, as modified, in full force and effect); (ii) the dates to which Rent and other
charges have been paid; (iii) that Lessor is not
in default under any provisions of this Lease or, if in default, the nature thereof in detail; and
(iv) such other true statements as Lessor may require.



20. ADDITIONAL RIGHTS RESERVED TO LESSOR. Lessor shall have the following rights, each of
which Lessor may exercise without liability to Lessee for damage or injury to property, person or
business due to the exercise of those rights, and the exercise of those rights shall not be deemed
to constitute an eviction or disturbance of Lessee’s use or possession of the Leased Premises and
shall not give rise to any claim for setoff, deduction or abatement of Rent or any other claim: (i)
Lessor may change the street address of the Building or Property upon thirty (30) days written
notice to Lessee; (ii) Lessor may install, affix and maintain any and all signs on the exterior and
on the interior of the Building or Property; (iii) Lessor may relocate, enlarge, reduce or change
lobbies, exits or entrances in or to the Building; (iv) Lessor may
approve the weight, size and location of safes, vaults,
books, files and other heavy equipment and articles in and about
[ILLEGIBLE] the Leased Premises and the Building so as not to
exceed the design live load per square foot designated by the
structural engineer for the Building; (v) Lessor may grant
anyone the exclusive right to conduct any particular business or
undertaking in the Building, however, Lessor agrees that for the term
of this lease, Lessor shall not lease any space within the building
to another bank. This exclusion shall not apply to mortgage brokerage
firms and/or other financial service entities; (vi) Lessor may
establish reasonable rules and regulations (applicable to all tenants
of the Property) as to the use of the common areas of the Property as
the Lessor, in its judgement, deems appropriate for the protection,
use and enjoyment of same, and upon notification to the Lessee of
such rules and regulations the Lessee shall be obligated to comply
with same, to designate all sources furnishing sign painting and
lettering, ice, drinking water, towels, coffee cart service and
toilet supplies, lamps and bulbs used on the Leased Premises; to
retain pass keys at all times to the Leased Premises; to close the
Building after regular working hours and on the legal holidays
subject to, however, Lessee’s right of admittance, under such
reasonable regulations as Lessor may prescribe from time to time.



21. ALTERATIONS.
Lessee shall not at any time during the Term of his Lease make
any alternations, additions or improvements to the Leased Premises
without the express, written, prior consent of Lessor.



22. EVENTS
OF DEFAULT BY LESSEE: LESSOR’S REMEDIES. (o) In
addition to any other acts or omissions herein deemed to be defaults
by



  


6 Lessor/Lessee
Initial Here















 



 


7Lessee,
each of the following shall constitute an “Event of
Default”) by Lessee hereunder: (i)
the failure to make any payment of Rent or any installment thereof or to pay any other sum
required to be paid by Lessee under this Lease or under the terms of any other agreement between
Lessor and Lessee and the continuance of such failure for more than 5 calendar days following
written notice from Lessor to Lessee; (ii) the failure to observe or perform any of the other
covenants or conditions in this Lease which Lessee is required to observe and perform and which
Lessee has not corrected within twenty (20) days after written notice thereof to Lessee; provided,
however, that if said failure involves the creation of a condition which, in Lessor’s reasonable
judgment, is dangerous or hazardous, Lessee shall be required to cure same within 24 hours
following written notice to Lessee; (iii) the use or occupancy of the Leased Premises for any
purpose other than the Permitted Use without Lessor’s prior written consent or the conduct of any
activity in the Leased Premises which constitutes a violation of law; (iv) if the interest of
Lessee or any part thereof under this Lease shall be levied on under execution or other legal
process and said interest shall not have been cleared by said levy or execution within fifteen
(15) days from the date thereof; (v) if any voluntary or involuntary petition in bankruptcy or for
corporate reorganization or any similar relief shall be filed by or against Lessee or if a
receiver shall be appointed for Lessee or any of the property of Lessee; (vi) if Lessee shall make
an assignment for the benefit of creditors or if Lessee shall admit in writing its inability to
meet Lessee’s debts as they mature; (vii) if Lessee shall abandon the Leased Premises during the
Term; or (viii) if Lessee shall fail to execute and deliver an estoppel certificate or
subordination agreement as required hereunder.



(b) Upon the occurrence of an Event of Default by Lessee, Lessor may, at its option, with or
without notice or demand of any kind to Lessee or any other person, exercise any one or more of the
following described remedies, in addition to all other rights and remedies provided at law, in
equity or elsewhere herein, and such rights and remedies shall be cumulative and none shall exclude
any other right allowed by law: (i) Lessor may terminate this Lease and the Term created hereby, in
which event Lessor may forthwith repossess the Leased Premises and be entitled to recover (in
addition to any other sums or damages for which Lessee may be liable to Lessor) as damages a sum of
money equal to the excess of the value of the Rent provided to be paid by Lessee for the balance
of the stated Term over the fair market rental value of the Leased Premises, after deduction of all
anticipated expenses of reletting for said period. For the purpose of determining present value,
Lessor and Lessee agree that the interest rate shall be the rate applicable to the then-current
yield on obligations of the U.S. Treasury having a maturity date on or about the Termination Date.
Should the fair market rental value of the Leased Premises, for the balance of the Term, after
deduction of all anticipated expenses of reletting, exceed the value of the Rent provided to be
paid by Lessee for the balance of the Term, Lessor shall have no obligation to pay to Lessee the
excess or any part thereof or to credit such excess or any part thereof against any other sums or
damages for which Lessee may be liable to Lessor; (ii) Lessor may terminate Lessee’s right of
possession and may repossess the Leased Premises by forcible entry and detainer suit, by taking
peaceful possession, or otherwise, without terminating this Lease, in which event Lessor may, but
shall be under no obligation to, relet the same for the account of Lessee, for such rent and upon
such terms as shall be satisfactory to Lessor. For the purpose of such reletting, Lessor is
authorized to decorate, repair, remodel or alter the Leased Premises. If Lessor shall fail to relet
the Leased Premises, Lessee shall pay to Lessor as damages a sum equal to the amount of the Rent
reserved in this Lease for the balance of the Term. If the Leased Premises are relet and a
sufficient sum shall not be realized from such reletting after paying all of the costs and expenses
of all reasonable decoration, repairs, remodeling, alterations and additions and the expenses of
such reletting and of the collection of the rent accruing therefrom to satisfy the Rent provided
for in this Lease, Lessee shall satisfy and pay the same upon demand therefor. Lessee shall not be
entitled to any rents received by Lessor in excess of the Rent provided for in this Lease.



(c) Lessee agrees that Lessor may file suit to recover any sums falling due under the terms of this
Paragraph 22 from time to time and that no suit or recovery of any portion due Lessor hereunder
shall be any defense to any subsequent action brought for any amount not theretofore reduced to
judgment in favor of Lessor. Lessee shall promptly pay upon notice thereof all of Lessor’s
reasonable costs, charges and expenses (including the reasonable fees and out-of-pocket expenses of
legal counsel, agents and others retained by Lessor) incurred in successfully enforcing Lessee’s
obligations hereunder or incurred by Lessor in any litigation, negotiation or transaction in which
Lessee causes Lessor, without Lessor’s fault, to become involved or concerned.



(d) No waiver of any provision of this Lease shall be implied by any failure of Lessor to enforce
any remedy on account of the violation of such provision, even if such violation be continued or
repeated subsequently, and no express waiver by Lessor shall be valid unless in writing and shall
not affect any provision other than the one specified in such written waiver and that provision
only for the time and in the manner specifically stated in the waiver. No receipt of monies by
Lessor from Lessee after the termination of this Lease shall in any way alter the length of the
Term or Lessee’s right of possession hereunder or after the giving of any notice shall reinstate,
continue or extend the Term or affect any notice given Lessee prior to the receipt of such monies,
it being agreed that after the service of notice or the commencement of a suit or after final
judgment for possession of the Leased Premises, Lessor may receive and collect any Rent due, and
the payment of said Rent shall not waive or affect said notice, suit or judgment.



23. NOTICES. All notices permitted or required hereunder shall be (i) delivered by personally, (ii)
posted on any door leading to the Leased Premises, or (iii) sent by U.S. Certified Mail, postage
prepaid, with return receipt requested, to the respective parties at the addresses shown on the
first page of this Lease. If mailed, such notice shall be considered received by the addressee on
the date of posting into the United States mail.



24. EMINENT DOMAIN. If during the Term, the whole of the Leased Premises or Building or any part
thereof so substantial as, in Lessor’s sole judgment, to render the remainder of same impractical
for the operation of Lessor’s rental activities on the Property, shall be taken by any governmental
or other authority having powers of eminent domain (or conveyed to such entity under threat of the
exercise of such power), this Lease shall terminate on the date of the taking (or conveyance), and
Rent shall be apportioned to the date thereof. Lessee shall have no right to any apportionment of
or any share in any condemnation award or judgment for damages made for the taking or conveyance of
any part of the Leased Premises or the Building.



25. QUIET ENJOYMENT. Providing that Lessee shall have complied with all of its covenants under this
Lease and shall not otherwise be in default hereunder, the Lessee shall have the right to lawfully,
peaceably and quietly occupy the Leased Premises during the term of this Lease without hindrance or
eviction by any persons lawfully claiming under the Lessor to have title to the Leased Premises,
superior to the Lease.



26. RULES AND REGULATIONS. Lessor shall have the right to publish reasonable rules and regulations
for use of the common areas
within the Building and the adjacent driveways, landscaped areas and parking lots. Such rules
and regulations shall be published by Lessor in written form, enforced in a non-discriminatory
manner, and shall be uniform for all tenants occupying the Building.



27. ENVIRONMENTAL
RESTRICTIONS. (a) The term “Environmental Laws” shall
mean all federal, state and local laws, statutes, regulations,
ordinances or the like which regulate, govern or in any way deal with
the storage, generation, release, clean-up, use or abatement of
substances or wastes for the protection of health, safety and/or the
environment. Also, “Hazardous Substances” shall mean those
toxic, hazardous or other substances or wastes, the generation,
storage, discharge, and/or disposal of which are regulated and/or
controlled by any Environmental Law.


(b) Lessee
shall not (i) generate, utilize, store or dispose of on the
Leased Premises or Property any Hazardous Substances or (ii) 
suffer or permit to occur any violation of Environmental Laws on or
with respect to the Leased Premises or Property.


(c) Lessee
shall forever indemnify, defend and hold harmless Lessor and its
partners, officers, directors, employees, agents, successors,
grantees, assigns and mortgagees (collectively the “Lessor
Group”) from any and all claims, demands, damages, expenses,
fees, costs, fines, penalties, suits, proceedings, actions, causes of
action and losses of any and every kind and nature, including,
without limitation, diminution in value of the Property, damages for
the loss or restriction on use of the rentable or usable space or of
any amenity, damages arising from any adverse impact on leasing space
on the Property, and sums paid in settlement of claims and for
attorney's fees.






  


7 Lessor/Lessee
Initial Here







 



 




8Consultant fees and expert fees that may arise during or after the Term or any extension of the
Term as a result of any breach by Lessee of the covenants contained in this Paragraph 27. For
purposes of the foregoing, the term “costs” includes, without limitation, costs and expenses
incurred in connection with any investigation of site conditions or any cleanup, remedial, removal
or restoration work required by any federal, state or local governmental agency or political
subdivision, or as a result of any public or private enforcement action because of the presence of
Hazardous Substances on or about the Property or because of the presence of Hazardous Substances
anywhere else that came or otherwise emanated from the Property or the Leased Premises, or the
existence of any other violation of Environmental Law. This covenant of indemnity shall survive
the termination of this Lease.



28. FINANCIAL STATEMENTS. From time to time, but not more often than once each calendar year and
only on written request from Lessor, Lessee shall furnish Lessor with copies of any financial
statements that are available to Lessee showing Lessee’s current financial condition and the
results of the previous year’s operations. Lessor shall keep such statements in confidence and
shall show same only to the mortgagee or a prospective mortgagee of the building in which the
Leased Premises are located.



29. BROKERS. None




30. MISCELLANEOUS.



(a) Time is of the essence of this Lease and each of its provisions.



(b) This Lease and all covenants and agreements herein contained shall be binding upon apply, and
inure to the respective heirs, executors, successors, administrators, and assigns of all parties to
this Lease; provided, however, that this Lease shall not inure to the benefit of any assignee,
heir, administrator, devisee, legal representative, successor, transferee or successor of Lessee
except upon the prior written consent of Lessor.



(c) This Lease contains the entire agreement of the parties, all other and prior representations,
negotiations and agreements having been merged herein and extinguished hereby. No modification,
waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon
either party hereto unless in writing signed by both parties.



(d) The captions of sections and subsections are for convenience only and shall not be deemed
to limit, construe, affect or alter the meaning of such sections or subsections.



(e) Interpretation of this Lease shall be governed by the laws of the State of Illinois. In any
action or proceeding between the parties arising out of or in connection with this Lease, or the
breach or enforcement hereof, venue shall properly lie in the Sixteenth judicial Circuit Court of
Kane County, Illinois (or, if federal jurisdiction is invoked, in the United States District Court
for the Northern District of Illinois, Eastern Division, in Chicago, Illinois) and Lessee hereby
waives any objection to such venue.



(f) This Lease is and shall be deemed and construed to be the joint and collective work product of
Lessor and Lessee and, as such, this Lease shall not be construed against either party, as the
otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any
inconsistency, ambiguity, vagueness or conflict, if any, in the terms or provisions contained
herein. No waiver of any provision of this Lease shall be implied by any failure of Lessor to
enforce any remedy on account of the violation of such provision, even if such violation be
continued or repeated subsequently, and no express waiver by Lessor shall be valid unless in
writing and shall not affect any provision other than the one specified in such written waiver and
that provision only for the time and in the manner specifically stated in the waiver. No receipt of
monies by Lessor from Lessee after the termination of this Lease shall in any way alter the length
of the Term or Lessee’s right of possession hereunder or after the giving of any notice shall
reinstate, continue or extend the Term or affect any notice given Lessee prior to the receipt of
such monies, it being agreed that after the service of notice or the commencement of a suit or
after final judgment for possession of the Leased premises, Lessor may receive and collect any Rent
due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.



(g) No signs shall be placed by Lessee on the Property (or in the windows of the Leased Premises),
without the prior written approval of the Lessor.



31. OPTION TO RENEW: So long as (i) this lease has not been sooner terminated and (ii) Lessee is
not in default hereunder, Lessee shall have the right, excisable by written notice to Lessor given
not less than 180 days prior to the expiration of the then-current term hereof, to renew the term
of this lease for not more than one (1) consecutive term (renewal term) of three (3) years, with
such renewal term to begin immediately upon the expiration of the initial term of this lease.
During such renewal term, all terms and provisions of this lease shall remain in full force and
effect, and the base monthly rental shall continue to increase at the rate of three percent (3%)
per lease year. In the event that Lessee chooses to exercise this option to renew. Lessor agrees to
perform the following improvements:



A. Lessor shall repaint any presently painted portion of the leased premises so desired by Lessee.




B. Lessor shall recarpet the leased premises with a carpeting and padding of similar quality to
that presently installed. Lessor shall provide Lessee with a sample selection to choose from;
however such sample selections provided shall be at the exclusive choice of the Lessor. Lessee
shall be responsible for the cost and burden of relocating office furnishings, fixtures, and
equipment as may be needed to accommodate the removal of old carpeting and the replacement with
new.



Lessor shall choose and contract with a General Contractor and or subcontractors at the sole choice
of the Lessor.



32. SUBSTITUTION OF LEASED PREMISES. At any time after the date of execution of this Lease, Lessor
may substitute, for the Leased Premises, other premises in the Building (“Substitute Premises”), in
which event the Substitute Premises shall be deemed to be the Leased Premises for all purposes
under this Lease, provided: (i) the Substituted Premises shall be located in the Building and shall
be similar to the Leased Premises in square footage and appropriateness for the use of Lessee’s
purposes; (ii) if Lessee is then occupying the Leased Premises, Lessor shall pay the expense of
moving Lessee, its property and equipment to the Substituted Premises, and such moving shall be
done at such time and in such manner so as to cause the least inconvenience to Lessee, (iii) Lessor
shall give to Lessee not less than thirty (30) days’ prior written notice of such substitution; and
(iv) Lessor shall, at its sole cost, improve the Substitute Premises with improvements
substantially similar to those located in the Leased Premises.



33. BUILDING
HVAC HOURS OF OPERATION. Building HVAC Hours of operation will be:



Monday
Through Friday: 7:00 AM through 7:00 PM

Saturday: 8:00 AM through 1:00 PM

Sunday / Legal Holidays: None



34. SIGNAGE.
Lessee shall receive, at Lessor’s expense, building standard
directory and monument signage.



35. PARKING.
In addition to parking on a non-exclusive, first come first serve
basis, Lessor designates three (3) parking spaces for the exclusive
use of Lessee. Signage or markings for such designations shall be
provided by the Lessor and paid for by the Lessee.



36. Lessee’s
Option to Terminate: Upon not less than 180 days prior
written notice, such notice to be delivered by US Certified Mail
and/or Federal Express, and/or any service that provides for a
tracking number and records the date of delivery. Lessee may cancel
and terminate this lease; provided however that (i) Lessee is
not in default under any other term or provision of this lease, and
that (ii)  such,






  


8 Lessor/Lessee
Initial Here












 







9termination date shall in no event be prior to May 31, 2007, and that (iii) Lessee has, at the
time of delivery of said notice, paid to Lessor, in US Certified funds, a termination fee in
accordance with the following schedule, and that (iv) such termination date is the last day of a
monthly period.




	 	Ø 	 	If said termination date is between May 31, 2007 and November 30, 2007, a
termination fee of $69,600.00 shall be due and
payable, at the time of tender of Lessee’s written notice to Lessor.
	 
	 	Ø 	 	if said termination date is between December 31, 2007
and May 31, 2008, a termination fee of $52,200.00 shall be due and
payable, at the time of tender of Lessee’s written notice to Lessor.
	 
	 	Ø 	 	If said termination date is between June 30, 2008 and December 31, 2008, a
termination fee of $34,800.00 shall be due and
payable, at the time of tender of Lessee’s written notice to Lessor.
	 
	 	Ø 	 	If said termination date is between January 31, 2009 and May 31, 2009, a
termination fee of $14,500.00 shall be due and
payable, at the time of tender of Lessee’s written notice to Lessor.




In the
event Lessee chooses to exercise such option to terminate, Lessee shall vacate and deliver
possession to Lessor on or before close of the business day of the day of termination, (next
business day if said termination date falls on a weekend or holiday). In the event Lessee does not
vacate and tender possession to Lessor by said termination date, Lessor and Lessee agree that such
an action constitutes a holdover and in this event the terms of paragraph 15 shall apply.



                IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date of
Lease stated above.




	 	 	 	 	 	 	 
	Lessee:

	 	 	 	Lessor:	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ J. J. Fritz
	 	By:
	 	/s/ Paul Godlewski
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Name:

	 	J. J. Fritz
	 	Print Name:
	 	Paul Godlewski
	Print Title:

	 	Chairman
	 	Print Title:
	 	Managing General Partner
	Date:

	 	1-24-06
	 	 	 	MEG Associates Ltd Partnership
	 

	 	 	 	 	 	Center Group LLC
	 	 	 	 	Date:
	 	C/O : Town Center Realty Group LLC 
01-26-2006
	 
	 	 	 	 	 	 
	By:

	 	/s/ Mary King Wilson EVP	 	 	 	 
	 

	 	 	 	 	 	 
	Print Name:

	 	Mary King Wilson	 	 	 	 
	Print Title:

	 	EVP	 	 	 	 
	Date:

	 	1-24-06