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Indenture of Lease, Dated 5/10/90

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Sectors: Services
Effective Date: May 10, 1990
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THIS INDENTURE OF LEASE, made on the 10th day of May, 1990, by Parkway Bank and Trust Company, as Trustee under the provisions of a Trust Agreement dated the 16th day of July, 1988 and known as Trust Number 8934, herein called "Lessor", and All Security Products & Services, Inc., herein called "Tenant".



SECTION 1.01. Leased Premises

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of Tenant to be observed and performed, the Lessor demises and leases to the Tenant, and Tenant rents from Lessor those certain premises now or hereafter to be erected in the O'HARE CORPORATE RUN CENTER (herein called "the Center") or such other name as Lessor may designate, 2114-2130 South Wolf Road, in Des Plaines, Cook County, Illinois. The boundaries and location of the leased premises, which consist of 4,700 square feet, are outlined in red on the partial site plan of the Center, which is marked as Exhibit "A" attached hereto and made a part hereof, and commonly known as 2114, 2116 and 2118 South Wolf Road, Des Plaines, Illinois 60018. Lessor reserves the right, at any time, during the term of this Lease to re-assign a common street address for the leased premises.

SECTION 1.02. Use of Additional Areas

The use and occupancy by the Tenant of the leased premises shall include the use in common with others entitled thereto of the common areas, service roads, loading facilities, sidewalks and customer car parking areas, and other facilities as may be designated from time to time by the Lessor. subject however to the terms and conditions of this Agreement and to reasonable rules and regulations for the use thereof as prescribed from time to time by the Lessor. Nothing in this Lease shall be construed as limiting the Lessor's future development and building upon the common elements; provided, however, that the parking lot shall not be diminished by more than ten percent (10%).

SECTION 1.03. Commencement and Ending Date of Term

The term of this Lease and Tenant's obligation to pay rent hereunder shall commence on July 1, 1990. The term of this Lease shall end on the last day of the tenth (10th) consecutive full lease year, as said term "Lease Year" is hereinafter defined, that is on June 30, 2,000. At Lessor's request, Tenant agrees to execute a short form memorandum certifying the commencement and expiration dates of this Lease.

SECTION 1.04. Lease Year Defined

The term "Lease Year" as used herein shall mean a period of twelve (12) consecutive full calendar months. The first Lease Year shall begin on the date of commencement of the term hereof if the date of commencement of the term hereof shall occur on the first day of a calendar month; if not, then the first Lease Year shall commence upon the first day of the calendar month next following the date of commencement of the


term hereof. Each succeeding Lease Year shall commence upon the anniversary date of the first Lease Year.

SECTION 1 05. Failure of Tenant to Open

In the event that the Tenant fails to take possession and to open the leased premises for business fully fixtured, stocked and staffed by the commencement of this Lease, then the Lessor shall have in addition to any and all remedies herein provided, the right, at its option. to collect not only the minimum rent herein provided, but all additional rents as herein provided and would have been paid by Tenant as of the commencement date of this Lease.

SECTION 1.06. Excuse of Lessor's Performance

Anything in this Agreement to the contrary notwithstanding, providing such cause in not due to the willful act or neglect of the Lessor or its beneficiaries, the Lessor shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this Lease, if same shall be due to any strike, inability to obtain materials, material shortage, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, or any other causes beyond the control of the Lessor.


SECTION 2.01. Minimum Rent

Tenant agrees to pay to Lessor at the office of Lessor or at such other place designated by Lessor, without any prior demand therefor and without any deduction or set-off whatsoever, and as fixed minimum rent the sum of Five Hundred Ninety One Thousand One Hundred Sixty and No/100 Dollars ($591,160.00) payable as follows:

(a) The sum of $3,917.00 in advance upon the first day of each calendar month of the first Lease Year;

(b) The sum of $4,113.00 in advance upon the first day of each calendar month of the second Lease Year;

(c) The sum of $4,318.00 in advance upon the first day of each calendar month of the third Lease Year;

(d) The sum of $4,534.00 in advance upon the first day of each calendar month of the fourth Lease Year;

(e) The sum of $4,761.00 in advance upon the first day of each calendar month of the fifth Lease Year;

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(f) The sum of $4,999.00 in advance upon the first day of each calendar month of the sixth Lease Year;

(g) The sum of $5,249.00 in advance upon the first day of each calendar month of the seventh Lease Year;

(h) The sum of $5.511.00 in advance upon the first day of each calendar month of the eighth Lease Year;

(i) The sum of $5,787.00 in advance upon the first day of each calendar month of the ninth Lease Year; and

(j) The sum of $6,076.00 in advance upon the first day of each calendar month of the tenth and final Lease Year.

If the term shall commence upon a day other than the first day of a calendar month, then Tenant shall pay, upon the commencement date of the term, a prorata portion of the fixed monthly rent described in the foregoing clause (a) prorated on a per diem basis with respect to the fractional calendar month preceding the commencement of the first Lease Year hereof.

SECTION 2.02. Real Estate Taxes

(a) In each Lease Year, Tenant will pay to Lessor, in addition to the fixed minimum rent specified in Section 2.01, as further additional rent, a proportion of all real estate taxes, as hereinafter defined, relating to the Center.

(b) Real Estate Taxes shall mean the aggregate of all general real estate taxes, sewer taxes or similar service taxes, if any, and all installments of any special assessments relating to the Center, or any portion thereof payable during the Lease Year. Should the State of Illinois or any subdivision thereof or any other governmental authority having jurisdiction thereover, levy, assess or impose a tax, license fee, franchise fee or any other tax or charge by way of substitution or replacement of general real estate taxes or any portion of the same, then in such event any such tax or charge to the extent it so replaces or is a substitute for such real estate taxes shall be included within the definition of "Taxes", which shall also include any sums paid or reasonably incurred by or on behalf of the Lessor in contesting or seeking a reduction of any such Taxes or any valuation or rate, including attorney's fees and consulting.

(c) For the purposes of computing Taxes, Tenant's pro-rata share shall be based upon the ratio of the square feet of the leased premises (4,700 sq. ft.) to the total square feet of all the leaseable building space in the Center (16,000 sq. ft.). Based on the above computation, Tenant shall be responsible each Lease Year for Tenant's pro-rata share of all Taxes.

(d) On the first day of each month during each Lease Year during the term of this Lease, Tenant shall pay to Lessor in advance, as additional rent, Lessor's estimate (determined as hereinabove described) of an amount

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equal to 1/12th of Tenant's pro-rata share of Taxes which are payable during any Lease Year and shall base its estimate on the most recently ascertainable tax bills, making such adjustments thereto reflect any anticipated increases, as Lessor may in its reasonable discretion determine. Any fractional month shall be prorated. Following the issuance by the taxing authorities of first tax bills payable during any Lease Year, Lessor shall furnish Tenant with a copy of said tax bill together with a written statement showing Tenant's pro-rata share of such Taxes and the payments made by Tenant with respect to Lessor's estimate of Tenant's pro-rata share of the said Taxes during said Lease Year. If Tenant's pro-rata share of said Taxes exceeds Tenant's payments made pursuant to Lessor's estimate, Tenant shall pay Lessor the deficiency within ten (10) days after being invoiced by Lessor; if said payments exceed Tenant's pro-rata share of the Taxes, Lessor shall credit such excess against the next due payments from Tenant for Taxes. In the event the commencement date of the term of this Lease during the first Lease Year and the last Lease Year do not correspond with a tax year, the number of months within said Lease Years shall be prorated by the number of lease months to the tax year. As to any tax year, a portion only of which is contained in the term of this Lease, Tenant's obligation for such pro-rata share of the actual Taxes shall remain in effect notwithstanding the expiration of this Lease. Tenant's obligations under this Section shall survive the expiration of the term of this Lease. Tenant's above initial estimate is $588.00 per month.

SECTION 2.03. Additional Rent

The Tenant shall pay as additional rent any money required to be paid pursuant to Sections 2.02, 2.04, 8.01, 10.02, 11.02, 11.04 and 12.01 and all other sums of money or charges required to be paid by Tenant under this Lease, whether or not the same be designated "additional rent". If such amounts or charges are not paid at the time provided in this Lease, they shall nevertheless, if not paid when due, be collectible as additional rent with the next installment of rent thereafter failing due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of the Lessor.

SECTION 2.04. Past Due Rent and Additional Rent

If Tenant shall fail to pay, when the same is due and payable. any rent or any additional rent, or amount or charges, of the character described in Section 2.03 hereof, such unpaid amounts shall bear interest from the fifth (5th) day after the due date thereof to the day of payment, at the rate of fifteen percent (15%) per annum, or at Lessor's option, Tenant shall be assessed a One Hundred Dollar ($100.00) penalty due and payable within seven (7) days after invoice from Lessor.

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SECTION 3.01. Changes and Additions to Buildings and Additional Construction

Lessor hereby reserves the right at any time to make alterations or additions to and to build additional stories on the building in which the leased premises are contained and to build adjoining same. Lessor also reserves the right to construct additional and other separate buildings or improvements in the Center from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to build adjoining same and to construct double-deck or elevated parking facilities, and/or to diminish the parking area by the construction of other and additional buildings or improvements. Lessor agrees that any such alterations, additions and construction shall not cause any additional expenses to Tenant and that the parking lot shall not be diminished by more than ten percent (10%).

SECTION 3.02. Construction of Leased Premises

Lessor shall construct the leased premises substantially in accordance with the standards set forth on Exhibit B attached hereto ("Lessor's Work"). Tenant shall commence and complete Tenant's Work, substantially in accordance with the standards set forth on Exhibit C attached hereto, and in accordance with the following provisions:

(a) Within ten (10) days after Lessor provides Tenant with outline plans for the leased premises prepared by Lessor's architect, Tenant shall furnish Lessor, for Lessor's prior written approval, Tenant's preliminary plans and specifications incorporating Tenant's Work as described on Exhibit C attached hereto.

(b) Within seven (7) days after approval of Tenant's preliminary plans and specifications by Lessor, Tenant shall submit complete working plans and specifications for Lessor's review and written approval.

(c) Lessor shall approve or disapprove Tenant's preliminary plans and specifications and Tenant's working plans and specifications within seven (7) days after receipt of such plans and specifications.

(d) Tenant shall commence and complete Tenant's Work promptly upon completion of Landlord's Work strictly in accordance with the approved working plans and specifications through a contractor or contractors acceptable to Lessor, who shall have supplied completion and material payment bonds in form acceptable to lessor (unless this requirements is specifically waived in writing by Lessor as to a particular contractor or contractors), at the sole cost and expense of Tenant. Tenant may, with the written consent of Lessor, commence Tenant's Work prior to completion of Lessor's Work, so long as Tenant's Work does not interfere with the completion of Lessor's Work and is scheduled under the direction of Lessor or Lessor's construction manager.

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(e) Lessor or its representatives shall be allowed to inspect Tenant's Work in process, and in the event it fails to conform to the approved plans and specifications, Lessor shall have the right to stop Tenant's Work and to require strict compliance with the terms of this Lease.

(f) Tenant shall obtain all necessary approvals and permits required for completion of Tenant's Work and shall comply fully with all applicable laws, ordinances, codes and other governmental requirements and regulations pertaining thereto and with the requirements of fire underwriters.


SECTION 4.01. Use of Leased Premises

Tenant shall use the leased premises solely and exclusively for the purpose of conducting the business of a general and security monitoring services, and other related services and products, so long as they do not interfere with the business conducted by other tenants in the Center, and no other purpose, subject to the terms, covenants and conditions of Sections 25.01 and 25.02 herein. Tenant shall occupy the leased premises as of the commencement date of this Lease, and shall conduct continuously in the leased premises the business above stated. Tenant shall not use or permit, or suffer the use of, the leased premises for any other business or purpose. Tenant shall keep the display windows and signs. if any, in the leased premises well lighted during the hours from sundown to 11:00 o'clock P.M., unless prevented by causes beyond the control of Tenant.

SECTION 4.02. Storage and Office Space

Tenant may warehouse, store and/or stock in the leased premises only such goods, wares and merchandise as Tenant intends to offer for sale or lease at retail at, in, from or upon the leased premises. This shall not preclude occasional emergency transfer of merchandise to the other stores of Tenant, if any, not located in the Center. Tenant may use for office, clerical or other non-selling purposes only such space in the leased premises as is from time to time reasonably required for Tenant's business in the leased premises. No auction, fire or bankruptcy sales may be conducted in the leased premises without the previous written consent of Lessor.


SECTION 5.01. Consent of Lessor

Tenant shall not permit any business to be operated in or from the leased premises by any concessionaire or licensee without the prior written consent of Lessor.

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SECTION 6.01. Amount of Deposit

Tenant, contemporaneously with the execution of this Lease, shall deposit with Lessor the sum of Seven Thousand Eight Hundred Thirty Four and No/100 Dollars ($7,834.00) which shall be held by Lessor without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease by said Tenant to be kept and performed during the term hereof. If at any time during the term of this Lease any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Lessor hereunder shall be overdue and unpaid, then Lessor may, at the option of Lessor (but Lessor shall not be required to), appropriate and apply any portion of said deposit to the payment of any such overdue rent or other sum. It is expressly covenanted and agreed that the sum deposited above is not an advance of payment of or on account of rent herein received, or any part or installment thereto or the measure of the Lessor's damages.

SECTION 6.02. Use and Return of Deposit

In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, then the Lessor, at its option may appropriate and apply said entire deposit, or so much thereof as may be necessary, to compensate the Lessor for loss or damage sustained or suffered by Lessor due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Lessor for the payment of overdue rent or other sums due and payable to Lessor by Tenant hereunder, then Tenant shall, upon written demand of Lessor, forthwith remit to Lessor sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should Tenant comply with all of said terms, covenants and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant to Lessor hereunder, the said deposit shall be returned in full to Tenant at the end of the term of this Lease or upon the earlier termination of this Lease, or within sixty (60) days after the end of the term of this Lease; provided, however, that Lessor, in Lessor's reasonable discretion shall hold a portion of the deposit in reserve, until such time as Tenant's share of the additional rent for the last Lease Year has been determined by Lessor. In the event that Tenant's share of the additional rent exceeds the reserve, then Tenant shall promptly remit to Lessor the difference within ten (10) days after Lessor generates an invoice therefor.

SECTION 6.03. Transfer of Deposit

Lessor may deliver the funds deposited hereunder by Tenant to the purchaser of Lessor's interest in the leased premises, in the event that such interest be sold, and thereupon Lessor shall be discharged from any further liability with respect to such deposit.

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SECTION 7.01. Control of Common Areas by Lessor

All automobile, parking areas, driveways, entrances and exits thereto, and other facilities furnished by Lessor in or near the Center, including employee parking areas, truck way or ways, loading docks, package pick-lip stations, pedestrian sidewalks and ramps, landscaped areas, exterior stairways, and other areas and improvements provided by Lessor for the general use in common, of tenants, their officers, agents, employees and customers. shall at all times be subject to the exclusive control and management of Lessor, and Lessor 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. Lessor shall have the right to construct. maintain and operate lighting facilities on all said areas and improvements; to police 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, their officers, agents and employees to employee parking areas; to close all or any portion of said areas or facilities to such extent as may, in the opinion of Lessor'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 Lessor shall determine to be advisable. Lessor will operate and maintain the common facilities referred to above in such manner as Lessor, in its reasonable discretion, shall determine from time to time. Without limiting the scope of such discretion, Lessor 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 facilities and areas.

SECTION 7.02. License

All common areas and facilities which Tenant may be permitted to use and occupy, are to be used and occupied under a revocable license, and if the amount of such areas be diminished, Lessor shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such diminution of such areas and facilities be deemed constructive or actual eviction.


SECTION 8.01. Tenant to Bear Pro Rata. Share of Expense

(a) In each Lease Year, Tenant shall pay to Lessor, in addition to the rentals specified in Article II hereof, as further additional rent, a portion of the Center's operating costs, as hereinafter defined in Section 8.01(b) below. Tenant's pro-rata share of the Center's operating costs shall be based on the same basis as in Section 2.02(c).

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Tenant's initial estimate of the Center's operating costs shall be Fifty Cents ($0.50) per square foot during the first Lease year. totaling $2,350.00, and paid in monthly installments of $196.00. Each Lease Year thereafter Tenant's initial estimate shall be determined by Lessor, which estimate shall be reasonably based on anticipated expenses. Should Tenant's pro rata share of the Center's operating costs for any Lease Year exceed the then current contribution by Tenant for such Lease Year, then Tenant shall be responsible to pay Lessor such excess costs within thirty (30) days from receipt of an itemized statement of such costs. In the event Tenant's contribution for any Lease Year exceeds the Tenant's pro rata share of such costs, then such excess contribution shall be retained by lessor as a credit against the next due payments from Tenant.

In the event the term of this Lease commences on a day other than a January 1 or ends on a day other than December 31, Tenant shall pay a pro rata portion of such costs for the partial year and yearly thereafter. Commencing with the first payment of minimum rent and each month thereafter, Tenant shall pay the above monthly installments, representing one-twelfth (1/12th) of Tenant's estimated share of the Center's operating costs. Lessor, in its sole discretion, reserves the right to increase or decrease the amounts of Tenant's monthly installments, at any time during the term of this Lease.

(b) the purpose of this Section 8.01 the "Center's operating costs" means the total cost and expense incurred in operating and maintaining the Center and the common facilities, hereinafter defined, specifically including, but not by way of limitation, landscaping; sealing, striping. Asphalt repairing and blacktop repairs; electrical repairs; management fees; maintenance of all signs; the cost of fire and extended coverage, business interruption, public liability and property damage insurance; water; all costs of utilities; repairs; line painting lighting; sanitary control; removal of snow, trash, rubbish, garbage and other refuse from the common facilities only; repair, maintenance and replacement of the roof(s) of the buildings; cleaning, furnishing of supplies, tools and other janitorial services; personnel costs and contract for labor and services; and painting of the exterior walls of the Center and interior common walls of the Center. It is understood that Lessor shall remove trash, rubbish, garbage and other refuse from the common facilities only, and such service shall be provided at Lessor's sole discretion. It is further understood and agreed that Lessor shall not be responsible for any janitorial services and garbage pick-up relating to Tenant's operation of the leased premises, which Tenant agrees to be solely responsible for. Tenant further agrees not to deposit any of Tenant's trash, rubbish, garbage or other refuse in the garbage and refuse containers within the common facilities of the Center. "Common facilities" means all areas, space equipment and special services provided by Lessor for the common or joint use and benefit of the occupants of the Center, their employees, agents, servants, customers and other

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invitees, including without limitation, parking areas, access roads, driveway, retaining walls, landscaped areas, truck serviceways, loading docks, pedestrian walks, courts, stairs and ramps and sidewalks.


SECTION 9.01. Installation by Tenant

All fixtures installed by Tenant shall be new. Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any trade fixture, exterior signs, floor covering, interior or exterior lighting, plumbing fixtures, shades or awnings or make any changes to the store front without first obtaining Lessor's written approval and consent, and all of the foregoing shall be new. Tenant shall present to the Lessor plans and specifications for such work at the time the approval is sought. Before the opening of Tenant's business and prior to the commencement of any improvements to the leased premises pursuant to Section 3.02, Tenant shall provide Lessor with plans and specifications of such improvements for Lessor's prior written consent.

SECTION 9.02. Removal and Restoration by Tenant

All alterations. decorations, additions and improvements made by the Tenant, or made by the Lessor on the Tenant's behalf by agreement under this Lease, shall remain the property of the Tenant for the term of the Lease, or any extension or renewal thereof. Such alterations, decorations, additions and improvements shall not be removed from the leased premises prior to the end of the term hereof without prior written consent in writing from the Lessor. Upon expiration of this Lease, or any extension or renewal thereof, the Tenant shall remove all such alterations, decorations, add
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