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Exhibit 10.1.40 OFFICE LEASE AGREEMENT Between 222 SOUTH RIVERSIDE PROPERTY LLC,
AS LANDLORD and SUA INSURANCE COMPANY,
AS TENANT Dated: February 7, 2005 222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS




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TABLE OF CONTENTS PAGEA.
    
    Premises/Term/Possession
    
    
    11.
    
    Premises
    
    
    12.
    
    Lease Term
    
    
    13.
    
    Possession
    
    
    14.
    
    Quiet Enjoyment
    
    
    2B.
    
    Rent/Payment/Security Deposit
    
    
    25.
    
    Base Rent
    
    
    26.
    
    Rent Payment
    
    
    27.
    
    Operating Expenses/Taxes
    
    
    28.
    
    Late Charge
    
    
    69.
    
    Partial Payment
    
    
    710.
    
    Security Deposit
    
    
    7C.
    
    Use/Laws/Rules
    
    
    911.
    
    Use of Premises
    
    
    912.
    
    Compliance with Laws
    
    
    1013.
    
    Waste Disposal
    
    
    1114.
    
    Rules and Regulations
    
    
    11D.
    
    Services/Tenant Buildout
    
    
    1115.
    
    Services
    
    
    1116.
    
    Telephone and Data Equipment
    
    
    1317.
    
    Signs
    
    
    1418.
    
    Force Majeure
    
    
    14E.
    
    Repairs/Alterations/Casualty/Condemnation
    
    
    1419.
    
    Repairs By Landlord
    
    
    1420.
    
    Repairs By Tenant
    
    
    1421.
    
    Alterations and Improvements
    
    
    1522.
    
    Liens
    
    
    1623.
    
    Destruction or Damage
    
    
    1624.
    
    Eminent Domain
    
    
    1825.
    
    Damage or Theft of Personal Property
    
    
    18F.
    
    Insurance/Indemnities/Waiver/Estoppel
    
    
    1826.
    
    Insurance; Waivers
    
    
    1827.
    
    Indemnities
    
    
    2128.
    
    Acceptance and Waiver
    
    
    21
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TABLE OF CONTENTS PAGE29.
    
    Tenants Estoppel
    
    
    21G.
    

Default/Remedies/Surrender/Holding Over
    
    
    2230.
    
    Notices
    
    
    2231.
    
    Intentionally Omitted
    
    
    2232.
    
    Defaults by Tenant
    
    
    2233.
    
    Remedies of Landlord
    
    
    2334.
    
    Right to Re-Enter
    
    
    2435.
    
    Damages Upon Termination of
Tenants Right to Possession
    
    
    2436.
    
    Damages Upon Termination of Lease
    
    
    2537.
    
    Mitigation of Damages
    
    
    2538.
    
    Service of Notice
    
    
    2639.
    
    Advertising
    
    
    2640.
    
    Surrender of Premises
    
    
    2741.
    
    Cleaning Premises
    
    
    2742.
    
    Removal of Fixtures
    
    
    2743.
    
    Holding Over
    
    
    2744.
    
    Non-waiver of Defaults
    
    
    2745.
    
    Attorneys Fees
    
    
    2846.
    
    Mortgagees Rights
    
    
    28H.
    
    Landlord Entry/Relocation/Assignment and Subletting
    
    
    2947.
    
    Entering Premises
    
    
    2948.
    
    Intentionally Omitted
    
    
    3049.
    
    Assignment and Subletting
    
    
    30I.
    
    Sale of Building; Limitation of Liability
    
    
    3150.
    
    Sale
    
    
    3151.
    
    Limitation of Liability
    
    
    31J.
    

Brokers/Construction/Authority
    
    
    3252.
    
    Broker Disclosure
    
    
    3253.
    
    Definitions
    
    
    3254.
    
    Time of the Essence
    
    
    3255.
    
    No Estate In Land
    
    
    3256.
    
    Section Titles; Severability
    
    
    3257.
    
    Cumulative Rights
    
    
    3258.
    
    Recording of Lease
    
    
    3359.
    
    Governing Law
    
    
    3360.
    
    Entire Agreement
    
    
    3361.
    
    Submission of Agreement
    
    
    3362.
    
    Authority
    
    
    33
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TABLE OF CONTENTS PAGE63.
    
    Executive Order 13224
    
    
    3364.
    
    Renewal Option
    
    
    3365.
    
    Termination Option
    
    
    35
 LIST OF EXHIBITSA
    
    LEGAL DESCRIPTIONA-1
    
    PLAN OF PREMISESB
    
    WORK LETTERC
    
    RULES AND REGULATIONSD
    
    INTENTIONALLY OMITTEDE
    
    FORM OF LETTER OF CREDITF
    
    COMMENCEMENT DATE LETTER
 iii




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BASIC LEASE
PROVISIONS The following sets forth some of the Basic Provisions of the Lease. In the event of any
conflict between the terms of these Basic Lease Provisions and the referenced Sections of the
Lease, the referenced Sections of the Lease shall control. In addition to the following Basic
Lease Provisions, all of the other terms and conditions and sections of the Office Lease Agreement
hereinafter set forth are hereby incorporated as an integral part of this Summary. 1.
    
    Building (See Section 1):
    
    222 S. Riverside PlazaChicago, Illinois2.
    
    Premises (See Section 1):Suite:
    
    1600Floor:
    
    16thRentable Square Feet:
    
    24,9873 ·
    
    Term (See Section 2):
    
    180 full calendar monthsCommencement Date:
    
    May 1, 2005 subject to Section 2Expiration Date:
    
    April 30, 2020 subject to Section 24.
    
    Base Rent (See Section 5):
 Rate Per Rentable Square
    
    MonthlyLease Year
    
    Foot of Premises
    
    Installment1
    
    $15.50
    
    $32,274.882
    
    $16.00
    
    $33,316.003
    
    $16.50
    
    $34,357.134
    
    $17.00
    
    $35,398.255
    
    $17.50
    
    $36,439.386
    
    $18.00
    
    $37,480.057
    
    $18.50
    
    $38,521.638
    
    $19.00
    
    $39,562.759
    
    $19.50
    
    $40,603.8810
    
    $20.00
    
    $41,645.0011
    
    $20.50
    
    $42,686.1312
    
    $21.00
    
    $43,727.2513
    
    $21.50
    
    $44,768.3814
    
    $22.00
    
    $45,809.5015
    
    $22.50
    
    $46,850.63
 The term Lease Year, as used in this Lease, shall mean each and every consecutive twelve
(12) month period during the Term of this Lease, with the first such twelve (12) month period
commencing on the Commencement Date; provided, however, if the Commencement




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Date occurs other than on the first day of a calendar month, the first Lease Year shall be
that partial month plus the first full twelve (12) months thereafter. Abatement of Rent: Notwithstanding anything to the contrary contained herein, so long
as Tenant is not then in default under this Lease beyond all applicable periods of notice and cure,
(a) Tenant shall not be required to pay Base Rent or Tenants Share of Operating Expenses and Taxes
for the first twelve (12) month period immediately following the Commencement Date; (b) during the
Second Lease Year, Base Rent and Tenants Share of Operating Expenses and Taxes shall be calculated
as if the Premises contains 15,000 square feet of rentable area (rather than 24,987); and (c)
during the Third Lease Year, Base Rent and Tenants Share of Operating Expenses and Taxes shall be
calculated as if the Premises contains 20,000 square feet of rentable area (rather than 24,987).
The total amount of Rent abated pursuant to the previous sentence shall be referred to as the
Abated Rent. If Tenant defaults beyond any applicable notice and cure periods at anytime during
the Lease Term, then the portion of the Abated Rent unamortized as of the date such Default exists
under the Lease (with the Abated Rent being deemed to have been amortized in equal monthly
installments together with interest thereon at a rate of ten percent (10%) per annum from the
Commencement Date to the Expiration Date) shall immediately become due and payable. The payment by
Tenant of the Abated Rent in the event of a default shall not limit or affect any of Landlords
other rights, in the event of a default by Tenant, pursuant to this Lease or at law or in equity. 5.
    
    
    Rent Payment Address (See Section 5):222 South Riverside Property LLCP.O. Box 90465Chicago, Illinois 60696-0465Attn: Property Manager6.
    
    
    Intentionally omitted.7.
    
    
    Tenants Share (See Section 7):
    
    2.24%8 ·
    
    
    Security Deposit (See Section 10):
    
    1.5 million dollars in the form of a letter ofcredit as described in Section 109 ·
    
    
    Construction Allowance
    
    $60.00 per rentable square foot(See Exhibit B):10.
    
    
    Landlords Broker (See Section 52):
    
    Buck Management Group, LLC11.
    
    
    Tenants Broker (See Section 52):
    
    Corporate Real Estate Consultants, LLC
 2




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12.
    
    
    Notice Address (See Section 30):
 Landlord
    
    Tenant222 South Riverside Property LLC
    
    SUA Insurance Companyc/o Beacon Capital Partners
    
    222 South Riverside PlazaOne Federal Street
    
    Chicago, Illinois 6060626th Floor
    
    Attn:Boston, Massachusetts 02110Attn: General CounselWith a copy to:Buck Management Group, LLC222 South Riverside PlazaChicago, Illinois 60606Attn: Property Manager
 [SIGNATURE PAGE FOLLOWS] 3




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IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument as of the date set forth
on the first page hereof. 222 SOUTH RIVERSIDE PROPERTY LLC, a Delaware limited liability companyBy:
    
    BCSP III Illinois Manager LLC, a Delaware limited liability company, its ManagerBy:
    
    Beacon Capital Strategic Partners III, L.P., a Delaware limited partnership, its sole memberBy:
    
    BCP Strategic Partners III, LLC, a Delaware limited liability company, its General PartnerBy:
    
    Beacon Capital Partners, LLC, a Delaware limited liability company, its ManagerBy:
    
    /s/ Philip J. Brannigan, Jr.Name:
    
    Philip J. Brannigan, Jr.Title:
    
    Vice President
 TENANT:SUA INSURANCE COMPANY, an Illinois statutory insurance companyBy:
    /s/ Courtney C. SmithName:
    
    Courtney C. SmithTitle:
    
    President
 4




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OFFICE LEASE
AGREEMENT THIS OFFICE LEASE AGREEMENT(the Lease) is made and entered into as of the date appearing on
the first page hereof by and between the Landlord and Tenant identified above.  A.
    Premises/Term/Possession. 1. Premises. Landlord does hereby rent and lease to Tenant and Tenant does hereby
rent and lease from Landlord, for general office purposes of a type customary for
first-class office buildings, the Premises located in the Building identified in the Basic
Lease Provisions, situated on the real property described in Exhibit A attached
hereto (the Property), such Premises as all further shown by diagonal lines on the drawing
attached hereto as Exhibit A-1 and made a part hereof by reference. The Premises
shall be prepared for Tenants occupancy in the manner and subject to the provisions of
Exhibit B attached hereto and made a part hereof. Tenant acknowledges and agrees
the Premises are being leased in their as is condition, without representation or warranty
by Landlord or any other party acting on Landlords behalf, except as expressly set forth in
this Lease. Landlord and Tenant agree that the number of rentable square feet described in
Paragraph 2 of the Basic Lease Provisions has been confirmed and conclusively agreed upon by
the parties. No easement for light, air or view is granted hereunder or included within or
appurtenant to the Premises. 2. Lease Term. Tenant shall have and hold the Premises for the term (Term)
identified in the Basic Lease Provisions commencing on the date (the Commencement Date)
which is the earliest of (i) the date set forth as the Commencement Date in Paragraph 3 of
the Basic Lease Provisions, (ii) the date Tenant substantially completes Tenants Work
pursuant to and as defined in the Workletter attached hereto as Exhibit B (the
Workletter), and (iii) the date Tenant first occupies all or any portion of the Premises
for the conduct of its business, and terminating at midnight on the last day of the Term
(the Expiration Date), unless sooner terminated or extended as hereinafter provided.
Landlord and Tenant shall sign a Commencement Date letter in the form ofExhibit Fattached hereto and made a part hereof. 3. Possession. Landlord will make commercially reasonable efforts to deliver
possession of the Premises to Tenant one (1) day following the date Landlord and Tenant have
fully executed the Lease in order to permit Tenant to commence Tenants Work therein in
accordance with the terms and conditions of the Workletter. Landlord shall not be liable
for damages to Tenant for failure to deliver possession of the Premises to Tenant if such
failure is due to any previous tenants or occupants failure to vacate the Premises or for
any other reason outside Landlords reasonable control, except that the commencement of the
Term shall be delayed until the earliest to occur of (i) 90 days after the date Landlord
delivers possession of the Premises to Tenant, (ii) the date Tenant substantially completes
Tenants Work, and (iii) the date Tenant first occupies all or any portion of the Premises
for the conduct of its business. If the operation of the foregoing sentence results in the
Commencement Date occurring later than the date set forth as the Commencement Date in
Paragraph 3 of the Basic Lease Provisions, then the Expiration
Date set forth in Paragraph 3 of the Basic Lease Provisions shall be extended the




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number of days necessary so the Term contains the same number of calendar months as is specified in
Paragraph 3 of the Basic Lease Provisions. Tenants possession of the Premises prior to the
Commencement Date shall be subject to all of the terms and conditions of this Lease except
that Base Rent and Additional Rent shall not commence to accrue until the Commencement Date. 4. Quiet Enjoyment. Tenant, upon payment in full of the required Rent and full
performance of the terms, conditions, covenants and agreements contained in this Lease,
shall peaceably and quietly have, hold and enjoy the Premises during the Term hereof.
Landlord shall not be responsible for the acts or omissions of any other tenant, Tenant or
third party that may interfere with Tenants use and enjoyment of the Premises. B. Rent/Payment/Security Deposit. 5. Base Rent. Tenant shall pay to Landlord, at the place set forth in the Basic
Lease Provisions, or at such other place as Landlord shall designate in writing to Tenant,
annual base rent (Base Rent) in the amounts set forth in the Basic Lease Provisions. 6. Rent Payment. The Base Rent for each Lease Year shall be payable in equal
monthly installments, due on the first day of each calendar month, in advance, in legal
tender of the United States of America, without abatement, demand, deduction or offset
whatsoever, except as may be expressly provided in this Lease. One full monthly installment
of Base Rent shall be due and payable on the date of execution of this Lease by Tenant and
shall be applied to the first months Base Rent, and a like monthly installment of Base Rent
shall be due and payable on or before the first day of each calendar month following the
Commencement Date during the Term hereof (provided, that if the Commencement Date should be
a date other than the first day of a calendar month, the monthly Base Rent installment paid
on the date of execution of this Lease by Tenant shall be prorated to that partial calendar
month, and the excess shall be applied as a credit against the next monthly Base Rent
installment). Tenant shall pay, as additional rent, all other sums due from Tenant under
this Lease (the term Rent, as used herein, means all Base Rent, Additional Rent, and all
other amounts payable hereunder from Tenant to Landlord). 7. Operating Expenses/Taxes. (a) Tenant agrees to reimburse Landlord throughout the Term, as Additional Rent
hereunder, for Tenants Share (as defined below) of: (i) the annual Operating
Expenses (as defined below); and (ii) the annual Taxes (as defined below). The term
Tenants Share as used in this Lease shall mean the percentage determined by
dividing the rentable square footage of the Premises by 1,111,782, being the
rentable square footage of the Building. Landlord and Tenant hereby agree that
Tenants Share with respect to the Premises initially demised by this Lease is the
percentage amount set forth in the Basic Lease Provisions.
Tenants Share of Operating Expenses and Taxes for any calendar year shall be
appropriately prorated for any partial year occurring during the Term. 2




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(b) Operating Expenses shall mean all of those expenses of operating, servicing,
managing, maintaining, providing security to and repairing the Property, Building, and all
related common areas. Operating Expenses shall include, without limitation, the following:
(1) insurance premiums and deductible amounts, including, without limitation, for Commercial
General Liability insurance, all risks property, rent loss and other coverages carried by
Landlord on the Building and Property; (2) all costs related to the providing of water,
heating, lighting, ventilation, sanitary sewer, air conditioning and other utilities in the
Building, but specifically excluding those utility charges actually paid separately by
Tenant or any other tenants of the Building; (3) janitorial and maintenance expenses,
including: (a) janitorial services and janitorial supplies and other materials used in the
operation and maintenance of the Building; and (b) the cost of maintenance and service
agreements on equipment, window cleaning, grounds maintenance, pest control, security, trash
and snow removal, and other similar services or agreements; (4) management fees and the
market rental value of a management office; (5) the costs, including interest, amortized
over the applicable useful life, of any capital improvement made to the Building by or on
behalf of Landlord which is required under any governmental law or regulation (or any
judicial interpretation thereof) that was not applicable to the Building as of the date of
this Lease, and of the acquisition and installation of any device or equipment designed to
improve the operating efficiency of any system within the Building which is reasonably
intended to reduce Operating Expenses or which is acquired to improve the safety of the
Building or Property; (6) all services, supplies, repairs, replacements or other expenses
directly and reasonably associated with servicing, maintaining, managing and operating the
Building, including, but not limited to the lobby, vehicular and pedestrian traffic areas
and other common use areas; (7) wages and salaries of Landlords employees (not above the
level of Building or Property Manager or whatever title represents the on-site management
representative primarily responsible for management of the Building) engaged in the
maintenance, operation, repair and services of the Building, including taxes, insurance and
customary fringe benefits; (8) legal and accounting costs (but not including legal costs
incurred in collecting delinquent rent from any occupants of the Property); (9) costs to
maintain and repair the Building and Property; and (10) landscaping and security costs
unless Landlord hires a third party to provide such services pursuant to a service contract
and the cost of that service contract is already included in Operating Expenses as described
above. Operating Expenses shall specifically exclude, however, the following: (i) costs of
alterations of tenant spaces (including all tenant improvements to such spaces); (ii) costs
of capital improvements, except as provided in the preceding paragraph; (iii) depreciation,
interest and principal payments on mortgages, and other debt costs, if any; (iv) real estate
brokers leasing commissions or compensation and advertising and other marketing expenses;
(v) costs or other services or work performed for the singular benefit of another tenant or
occupant (other than for common areas of the Building);
(vi) legal, space planning, construction, and other expenses incurred in procuring
tenants for the Building or renewing or amending leases with existing tenants or occupants
of the Building; (vii) costs of advertising and public relations and promotional costs and
attorneys fees associated with the leasing of the Building; (viii) any expense for which 3




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Landlord actually receives reimbursement from insurance, condemnation awards, other tenants
or any other source; (ix) costs incurred in connection with the sale, financing,
refinancing, mortgaging, or other change of ownership of the Building; (x) all expenses in
connection with the installation, operation and maintenance of any observatory, broadcasting
facilities, luncheon club, athletic or recreation club, cafeteria, dining facility, or other
facility not generally available to all office tenants of the Building, including Tenant;
(xi) Taxes; and (xii) rental under any ground or underlying lease or leases. (c) Taxes shall mean all taxes and assessments of every kind and nature which
Landlord shall become obligated to pay with respect to each calendar year of the Term or
portion thereof because of or in any way connected with the ownership, leasing, and
operation of the Building and the Property, subject to the following: (i) the amount of ad
valorem real and personal property taxes against Landlords real and personal property to be
included in Taxes shall be the amount required to be paid for any calendar year,
notwithstanding that such Taxes are assessed for a different calendar year (the amount of
any tax refunds received by Landlord during the Term of this Lease shall be deducted from
Taxes for the calendar year to which such refunds are attributable); (ii) the amount of
special taxes and special assessments to be included shall be limited to the amount of the
installments (plus any interest, other than penalty interest, payable thereon) of such
special tax or special assessment payable for the calendar year in respect of which Taxes
are being determined; (iii) the amount of any tax or excise levied by the State or the City
where the Building is located; any political subdivision of either, or any other taxing
body, on rents or other income from the Property (or the value of the leases thereon) to be
included shall not be greater than the amount which would have been payable on account of
such tax or excise by Landlord during the calendar year in respect of which Taxes are being
determined had the income received by Landlord from the Building [excluding amounts payable
under this subparagraph (iii)] been the sole taxable income of Landlord for such calendar
year; (iv) there shall be excluded from Taxes all income taxes [except those which may be
included pursuant to the preceding subparagraph (iii) above, if any], excess profits taxes,
franchise, capital stock, and inheritance or estate taxes; and (v) Taxes shall also include
Landlords reasonable costs and expenses (including reasonable attorneys fees) in
contesting or attempting to reduce any Taxes assessed for a different calendar year. The
term Taxes shall exclude any franchise, estate, succession, capital levy, transfer,
income, excess profits or any other of similar taxes imposed upon Landlord. (d) Landlord shall, on or before the Commencement Date and as soon as reasonably
possible after the commencement of each calendar year thereafter,provide Tenant with a
statement of the estimated monthly installments of Tenants Share of Operating Expenses and
Taxes which will be due for the remainder of the calendar year in which the Commencement
Date occurs or for the next ensuing calendar year, as the
case may be. Landlord agrees to keep books and records showing the Operating Expenses
in accordance with generally accepted accounting principles (as modified for office
buildings in a manner comparable to other similar buildings in the commercial area where the
Building is located) and practices consistently maintained on a year-to-year basis in 4




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compliance with such provisions of this Lease as may affect such accounts, and Landlord
shall deliver to Tenant after the close of each calendar year (including the calendar year
in which this Lease terminates), a statement (Landlords Statement) containing the
following: (1) a statement that the books and records covering the operation of the
Building have been maintained in accordance with the requirements in this subparagraph (d);
(2) the amount of the Operating Expenses for such calendar year; and (3) the amount of the
Taxes for such calendar year. Upon reasonable prior written request given not later than
thirty (30) days following the date Landlords Statement is delivered to Tenant, Landlord
will provide Tenant detailed documentation to support such Landlords Statement or provide
Tenant with the opportunity to review such supporting information. If Tenant does not
notify Landlord of any objection to Landlords Statement within ninety (90) days after the
later of delivery of Landlords Statement or such requested supporting documentation, Tenant
shall be deemed to have accepted Landlords Statement as true and correct and shall be
deemed to have waived any right to dispute the Operating Expenses and/or Taxes due pursuant
to that Landlords Statement. Tenant shall have the right to inspect, at reasonable times and in a reasonable manner,
during the thirty (30) day period following the delivery of Landlords statement of the
actual amount of Operating Expenses , such of Landlords books of account and records as
pertain to and contain information concerning such costs and expenses in order to verify the
amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant
of Landlords books of account and records shall be kept in confidence by Tenant and its
agents and employees and shall not be disclosed to any other parties, except to Tenants
attorneys, accountants and other consultants. Such advisors can not be paid on a
contingency fee basis nor can such advisors represent other tenants in the Building. If
Tenant shall dispute any item or items included in the determination of Operating Expenses
for a particular Lease Year, and such dispute is not resolved by the parties hereto within
sixty (60) days after the statement for such year was delivered to Tenant, then either party
may, within ten (10) days thereafter, request that a firm of independent certified public
accountants, selected by Landlord and reasonably acceptable to Tenant, render an opinion as
to whether or not the disputed item or items may properly be included in the determination
of Operating Expenses for such year; and the opinion of such firm on the matter shall be
conclusive and binding upon the parties hereto. The fees and expenses incurred in obtaining
such an opinion shall be borne by Tenant, unless such opinion confirms that Tenant has
overpaid its share of Operating Expenses by more than five percent (5%), in which event the
fees and expenses incurred in obtaining such opinion shall be borne by Landlord. If Tenant
shall not dispute any item or items included in the determination of Operating Expenses for
a particular Lease Year by delivering a written notice to Landlord generally describing the
basis of such dispute within sixty (60) days after the statement for such year was delivered
to it, Tenant shall be deemed to have approved such statement. During the pendency of any
dispute
over Operating Expenses, Tenant shall pay, under protest and without prejudice, Tenants
Share of Operating Expenses as calculated by Landlord. (i) Tenant shall pay to Landlord, together with its monthly payment of Base
Rent as provided in Section 5 above, as Additional Rent hereunder, the 5




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estimated
monthly installment of Tenants Share of the Operating Expenses and Taxes for the
calendar year in question. At the end of any calendar year, if Tenant has paid to
Landlord an amount in excess of Tenants Share of Operating Expenses and Taxes for
such calendar year, Landlord shall reimburse to Tenant any such excess amount within
ninety (90) days after Tenant receives the annual statement (or shall apply any such
excess amount to any amount then owing to Landlord hereunder, and if none, to the
next due installment or installments of Additional Rent due hereunder, at the option
of Landlord).At the end of any calendar year if Tenant has paid to Landlord less
than Tenants Share of Operating Expenses and Taxes for such calendar year, Tenant
shall pay to Landlord any such deficiency within thirty (30) days after Tenant
receives the annual statement. (ii) For the calendar year in which this Lease terminates and is not extended
or renewed, the provisions of this Section shall apply, but Tenants Share for such
calendar year shall be subject to a pro rata adjustment based upon the number of
days prior to the expiration of the Term of this Lease. Tenant shall make monthly
estimated payments of the pro rata portion of Tenants Share for such calendar year
(in the manner provided above) and when the actual prorated Tenants Share for such
calendar year is determined, Landlord shall send Landlords Statement to Tenant for
such year and if such Statement reveals that Tenants estimated payments for the
prorated Tenants Share for such calendar year exceeded the actual prorated Tenants
Share for such calendar year, Landlord shall include a refund for that amount along
with the Landlords Statement (subject to offset in the event Tenant is in default
hereunder). If Landlords Statement reveals that Tenants estimated payments for the
prorated Tenants Share for such calendar year were less than the actual prorated
Tenants Share for such calendar year, Tenant shall pay the shortfall to Landlord
within thirty (30) days after the date of receipt of Landlords Statement. (iii) If the Building is less than fully occupied throughout any calendar year
of the Term, then the actual Operating Expenses for the calendar year in question
which vary with occupancy levels in the Building (e.g., janitorial costs and
management fees) shall be increased to the amount of Operating Expenses which
Landlord reasonably determines would have been incurred during that calendar year if
the Building had been fully occupied throughout such calendar year. 8. Late Charge. Other remedies for non-payment of Rent notwithstanding, if any
monthly installment of Base Rent or Additional Rent is not received by Landlord on or before the
date due, or if any payment due Landlord by Tenant which does not have a scheduled due date is not
received by Landlord on or before the tenth (10th) day following the date Tenant was
invoiced, a late charge of five percent (5%) of such past due amount shall be immediately due
and payable as Additional Rent and interest shall accrue on all delinquent amounts from the date
past due until paid at the lower of a rate of one percent (1%) per month or fraction thereof from
the date such payment is due until paid (Annual Percentage Rate = 12%), or the highest rate
permitted by applicable law. 6




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9. Partial Payment. No payment by Tenant or acceptance by Landlord of an amount less
than the Rent herein stipulated shall be deemed a waiver of any other Rent due. No partial payment
or endorsement on any check or any letter accompanying such payment of Rent shall be deemed an
accord and satisfaction, but Landlord may accept such payment without prejudice to Landlords right
to collect the balance of any Rent due under the terms of this Lease or any late charge assessed
against Tenant hereunder. 10. Security Deposit. (a) Concurrently with Tenants execution and delivery of this Lease, Tenant shall pay
Landlord the amount identified as the Security Deposit in the Basic Lease Provisions
(hereinafter referred to as Security Deposit) as evidence of good faith on the part of
Tenant in the fulfillment of the terms of this Lease, which shall be held by the Landlord
during the Term of this Lease, or any renewal thereof. The Security Deposit shall be in the
form of the Letter of Credit (hereinafter defined). Landlord shall not be required to hold
the Security Deposit as a separate account, but may commingle it with Landlords other
funds. Under no circumstances will Tenant be entitled to any interest on the Security
Deposit. The Security Deposit may be used by Landlord, at its discretion, to apply to any
amount owing to Landlord hereunder, or to pay the expenses of repairing any damage to the
Premises, except normal wear and tear occurring from normal use of the Premises, which
exists on the day Tenant vacates the Premises, but this right shall not be construed to
limit Landlords right to recover additional sums from Tenant for damages to the Premises.
If Landlord applies all or any portion of the Security Deposit, Tenant shall, within five
(5) business days after Landlords written demand therefor, deposit with Landlord the amount
so applied so that Landlord will have on hand at all times during the term of this Lease the
full amount of the Security Deposit. In addition to any other rights available to Landlord
hereunder, the Security Deposit shall be forfeited in any event if Tenant fails to occupy
the Premises for the full Term of this Lease and fails to pay rent, or if this Lease or
Tenants right to possession of the Premises should be terminated prior to the Expiration
Date of the Term, or of any renewal thereof due to a Default by Tenant under this Lease. If
there are no payments to be made from the Security Deposit as set out in this paragraph, or
if there is any balance of the Security Deposit remaining after all payments have been made,
the Security Deposit, or such balance thereof remaining, will be refunded to the Tenant
within thirty (30) days after fulfillment by Tenant of all obligations hereunder (including
payment of the balance of any year-end reconciliation). In no event shall Tenant be
entitled to apply the Security Deposit to any Rent due hereunder. In the event of an act of
bankruptcy by or insolvency of Tenant, or the appointment of a receiver for Tenant or a
general assignment for the benefit of Tenants creditors, then the Security Deposit shall be
deemed immediately assigned to Landlord. The right to retain the Security Deposit shall be
in addition and not
alternative to Landlords other remedies under this Lease or as may be provided by law
and shall not be affected by summary proceedings or other proceedings to recover possession
of the Premises. Upon sale or conveyance of the Building, Landlord may transfer or assign
the Security Deposit to any new owner of the Premises, and upon such transfer all liability
of Landlord for the Security Deposit shall terminate. 7




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(b) Tenant shall satisfy the requirement of delivery of the Security Deposit by the
delivery to Landlord of an unconditional and irrevocable letter of credit (Letter of
Credit) in the amount of the Security Deposit and in the form attached hereto as
Exhibit E. The Letter of Credit shall be issued by a bank reasonably satisfactory
to Landlord and located in Chicago, Illinois. Tenant shall ensure that at all times after
the execution and delivery of this Lease until sixty (60) days after the Expiration Date,
as the same may be extended, an unexpired Letter of Credit in the amount of the Security
Deposit or cash in the amount of the Security Deposit shall be in the possession of
Landlord. The Letter of Credit shall contain a so-called evergreen clause providing that
the Letter of Credit shall not be canceled unless the issuing bank delivers sixty (60) days
prior written notice to Landlord. Tenant shall deliver to Landlord, no later than sixty
(60) days prior to the expiry date of the then outstanding and expiring Letter of Credit (a)
a replacement Letter of Credit or (b) cash in the amount then required as the Security
Deposit. Failure by Tenant to deliver any replacement Letter of Credit or pay the amount of
the Security Deposit in cash as required above shall entitle Landlord to draw under the
outstanding Letter of Credit and to retain the entire proceeds thereof for application as
the Security Deposit under this Lease. Landlord may also draw under the Letter of Credit to
cure any Default under this Lease and to hold the unapplied balance as the Security Deposit
and Tenant shall replenish the amount so drawn upon demand by Landlord. Landlord may also
draw on the Letter of Credit and use and apply the proceeds as the Security Deposit
hereunder if (i) the credit rating of the long-term debt of the issuer of the Letter of
Credit (according to Moodys or similar national rating agency) is downgraded to a grade
below investment grade, (ii) the issuer of the Letter of Credit shall enter into any
supervisory agreement with any governmental authority, or (iii) the issuer of the Letter of
Credit shall fail to meet any capital requirements imposed by applicable law, and Tenant
fails to deliver to Landlord a replacement Letter of Credit complying with the terms of this
Lease or cash in the amount then required as the Security Deposit within five (5) days of
request therefor from Landlord. Failure by the issuer to honor a draw request on the Letter
of Credit shall be a Default under the terms of this Lease entitling Landlord to exercise
its remedies hereunder. Each Letter of Credit shall be for the benefit of Landlord or its
successors and assigns and shall entitle Landlord or its successors or assigns to draw from
time to time under the Letter of Credit in portions or in whole upon presentation of a sight
draft and statement by Landlord that Landlord is entitled to draw thereunder pursuant to the
terms and provisions of this Lease. Landlord shall have an unrestricted right to transfer
the Letter of Credit at anytime and to any successor to Landlord without the payment of any
transfer fee or other charge. Notwithstanding the foregoing, so long as Tenant is not in Default under this Lease, and
provided there has never been a Default with respect to Tenants monetary obligations under this
Lease, the amount of the Letter of Credit shall be reduced as follows: 8




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AMOUNT OF LETTER OFCREDIT/SECURITYPERIOD
    
    
    DEPOSIT*Commencement Date to 4th
Anniversary of Commencement Date
    
    
    $
    1,500,000.004th Anniversary of
Commencement Date through
6th Anniversary of
Commencement Date
    
    
    $
    1,200,000.006thAnniversary of
Commencement Date through
8th Anniversary of
Commencement Date
    
    
    $
    900,000.008thAnniversary of
Commencement Date through
10th Anniversary of
Commencement Date
    
    
    $
    600,000.0010thAnniversary of
Commencement Date through
12th Anniversary of
Commencement Date
    
    
    $
    300,000.0012th Anniversary of the
Commencement Date through 60 days
after the expiration of the Lease
Term
    
    
    $
    200,000.00
   Non-Reduction Period
 C. Use/Laws/Rules. 11. Use of Premises. (a) Tenant shall use and occupy the Premises for general office purposes of a type
customary for office buildings of the same type and quality as the Building and for no other
purpose. The Premises shall not be used for any illegal purpose, nor in violation of any
valid regulation of any governmental body, nor in any manner to create any nuisance or
trespass, nor in any manner which will void the insurance or increase the rate of insurance
on the Premises or the Building, nor in any manner inconsistent with the first-class nature
of the Building. (b) Tenant shall not cause or permit the receipt, storage, use, location or handling on
the Property (including the Building and Premises) of any product, material 9




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or merchandise which is explosive, highly inflammable, or a hazardous or toxic
material, as that term is hereafter defined. Hazardous or toxic material shall include
all materials or substances which have been determined to be hazardous to health or the
environment and are regulated or subject to all applicable laws, rules and regulations from
time to time, including, without limitation hazardous waste (as defined in the Resource
Conservation and Recovery Act); hazardous substances (as defined in the Comprehensive
Emergency Response, Compensation and Liability Act, as amended by the Superfund Amendments
and Reauthorization Act); gasoline or any other petroleum product or by-product or other
hydrocarbon derivative; toxic substances (as defined by the Toxic Substances Control Act);
insecticides, fungicides or rodenticide (as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act); and asbestos and radon and substances determined to be hazardous under
the Occupational Safety and Health Act or regulations promulgated thereunder.
Notwithstanding the foregoing, Tenant shall not be in breach of this provision as a result
of the presence in the Premises of customary office and cleaning supplies, provided Tenant
uses, stores and disposes of the same in compliance with all applicable laws, ordinances and
regulations. (c) Without limiting in any way Tenants obligations under any other provision of this
Lease, Tenant and its successors and assigns shall indemnify, protect, defend (with counsel
approved by Landlord) and hold Landlord, its partners, officers, directors, shareholders,
employees, agents, lenders, contractors and each of their respective successors and assigns
(the Indemnified Parties) harmless from any and all claims, damages, liabilities, losses,
costs and expenses of any nature whatsoever, known or unknown, contingent or otherwise
(including, without limitation, reasonable attorneys fees, litigation, arbitration and
administrative proceedings costs, expert and consultant fees and laboratory costs, as well
as damages arising out of the diminution in the value of the Premises or any portion
thereof, damages for the loss of the Premises, damages arising from any adverse impact on
the marketing of space in the Premises, and sums paid in settlement of claims), which arise
during or after the Term in whole or in part as a result of the presence or suspected
presence of any hazardous or toxic materials, in, on, under, from or about the Premises due
to Tenants acts or omissions, on or about the Premises, unless such claims, damages,
liabilities, losses, costs and expenses arise out of or are caused by the negligence or
willful misconduct of any of the Indemnified Parties. The indemnities contained herein
shall survive the expiration or earlier termination of this Lease. 12. Compliance with Laws. Tenant shall operate the Premises in compliance with all
applicable federal, state, and municipal laws, ordinances and regulations and shall not knowingly,
directly or indirectly, make any use of the Premises which is prohibited by any such laws,
ordinances or regulations. Landlord shall be responsible for compliance with The Americans With
Disabilities Act (the ADA) in the common areas of the Building and Tenant shall be responsible
for compliance with ADA as it pertains to Tenants Work or any Alterations to the Premises;
provided, however, Tenant shall be responsible for compliance with ADA in the applicable common
areas of the Building in the event (a) the conduct of Tenants business is unique to that of other
tenants in the Building and necessitates special requirements, or (b) Tenants improvements in the
Premises thereby necessitate compliance with ADA in the 10




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common areas of the Building, to the actual knowledge of Barbara Bonfanti, the general manager
of the Building, Landlord has received no notices of any violations of law, including without
limitation, the Americans with Disabilities Act, with respect to the Building and Premises, which
have not heretofore been cured. 13. Waste Disposal. (a) All normal trash and waste (i.e., waste that does not require special handling
pursuant to subparagraph (b) below) shall be disposed of through the janitorial service. (b) Tenant shall be responsible for the removal and disposal of any waste deemed by any
governmental authority having jurisdiction over the matter to be hazardous or infectious
waste or waste requiring special handling, such removal and disposal to be in accordance
with any and all applicable governmental rules, regulations, codes, orders or requirements.
Tenant agrees to separate and mark appropriately all waste to be removed and disposed of
through the janitorial service pursuant to (a) above and hazardous, infectious or special
waste to be removed and disposed of by Tenant pursuant to this subparagraph (b). Tenant
hereby indemnifies and holds harmless Landlord from and against any loss, claims, demands,
damage or injury the Indemnified Parties may suffer or sustain as a result of Tenants
failure to comply with the provisions of this subparagraph (b). 14. Rules and Regulations. The rules and regulations in regard to the Building, a copy
of which is attached hereto as Exhibit C, and all reasonable rules and regulations and
modifications thereto which Landlord may hereafter from time to time adopt and promulgate after
notice thereof to Tenant, for the government and management of the Building, are hereby made a part
of this Lease and shall during the Term be observed and performed by Tenant, its agents, employees
and invitees. D. Services/Tenant Buildout. 15. Services. (a) The normal business hours of the Building shall be from 8:00 A.M. to 6:00 P.M. on
Monday through Friday, and from 8:00 A.M. to 1:00 P.M. on Saturday, and at such other hours
and times as determined by Landlord to be required for the majority of the occupants of the
Building, exclusive of Building holidays as reasonably designated by Landlord (Building
Holidays). Initially and until further notice by Landlord to Tenant, the Building Holidays
shall be: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas Day. Landlord shall furnish the following services during the normal business
hours of the Building except as noted: (i) Elevator service for passenger needs at all times, and for delivery needs
during normal business hours; 11




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(ii) Air conditioning reasonably adequate to cool the Premises and heat
reasonably adequate to warm the Premises, subject to governmental regulations (so
long as the occupancy level of the Premises and the heat generated by electrical
lighting and fixtures do not exceed the thresholds established by Landlord): (iii) Hot and cold running water for all restrooms and lavatories; (iv) Soap, paper towels, and toilet tissue for public restrooms; (v) Janitorial service Monday through Friday, in keeping with the standards
generally maintained in similar office buildings in the city where the Building is
located; (vi) Custodial, electrical and mechanical maintenance services in the Building; (vii) Replacement of Building standard lamps and ballasts as needed from time
to time; (viii) Repairs and maintenance as described in Section 19 of this Lease; and (ix) General Building management, including supervision, inspections,
recordkeeping, accounting, leasing and related management functions. (b) Tenant acknowledges that electricity to the Premises shall be supplied by an
electric utility company and not by Landlord. Such electric utility company shall be
permitted to furnish to the electrical supply panel servicing the Premises adequate
electrical service for Tenants normal office purposes according to Tenants plans and
specifications as approved by Landlord, including, but not limited to, HVAC, fluorescent and
incandescent lighting (including task ambient lighting systems) and normal office equipment
(including, but not limited to, duplicating machines, computer terminals, communications and
audio-visual equipment, and kitchen equipment), some of which will require designated
circuits, not to exceed loads permitted by Landlord. Such electrical service shall be
separately metered, with the cost of installation of all necessary electrical meters borne
by Tenant. Tenant shall pay directly to the applicable utility company for the cost of all
electrical service used at the Premises. Tenant agrees to pay each bill promptly in
accordance with its terms. Tenant shall also bear the cost and burden of replacement of all
lamps, tubes, ballasts and starters for lighting fixtures in the Premises, which replacement
Landlord shall perform. (c) Landlord shall not be obligated to furnish any services or utilities, other than
those specified herein. If Landlord elects to furnish services or utilities requested by
Tenant in writing at least twenty-four (24) hours in advance, in addition to those specified
in this Section (including air conditioning and heating at times other than those specified
in this Section), Tenant shall pay to Landlord as Additional Rent, Landlords then- 12




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prevailing market-based rates for such services (including a reasonable charge for
Landlords overhead) within ten (10) days after receipt of Landlords invoices therefor. If
Tenant shall fail to make any such payment, Landlord may, without notice to Tenant and in
addition to Landlords other remedies under this Lease, discontinue any or all of the
additional services. No discontinuance of any service pursuant to this Section 15(c) shall
result in any liability of Landlord to Tenant or be deemed to be an eviction or a
disturbance of Tenants use of the Premises. (d) Landlord shall not be liable for any damages directly or indirectly resulting from
the interruption in any of the services described above, nor shall any such interruption
entitle Tenant to any abatement of Rent or any right to terminate this Lease. Landlord shall
use all reasonable efforts to furnish uninterrupted services as required above.
Notwithstanding the foregoing, in the event that any interruption or discontinuance of
services provided pursuant to this Section 15 was within the reasonable control of Landlord
to prevent and such interruption or discontinuance continues beyond three (3) business days
after written notice to Landlord and materially and adversely affects Tenants ability to
conduct business in the Premises, or any portion thereof, and on account of such
interruption or disturbance Tenant ceases doing business in the Premises, Base Rent and
Additional Rent shall thereafter (from the date of interruption) abate proportionately for
so long as Tenant remains unable to conduct its business in the Premises or such portion
thereof on account of such interruption or discontinuance of services. To the extent within
Landlords reasonable control, Landlord agrees to use reasonable efforts to restore such
interrupted or discontinued service as soon as reasonably practicable. 16. Telephone and Data Equipment. Landlord shall have no responsibility for providing
to Tenant any telephone equipment, including wiring, within the Premises or for providing telephone
service or connections from the utility to the Premises, except as required by law. Tenant shall
not alter, modify, add to or disturb any telephone or data wiring in the Premises or elsewhere in
the Building without the Landlords prior written consent. Tenant shall be liable to Landlord for
any damage to the telephone or data wiring in the Building due to the act, negligent or otherwise,
of Tenant or any employee, contractor or other agent of Tenant. Tenant shall have no access to the
telephone closets within the Building, except in the manner and under procedures established by
Landlord. Tenant shall promptly notify Landlord of any actual or suspected failure of telephone or
data service to the Premises. All costs incurred by Landlord for the installation, maintenance,
repair and replacement of telephone wiring within the Building shall be an Operating Expense unless
Landlord is reimbursed for such costs by other tenants of the Building. Landlord shall not be
liable to Tenant and Tenant waives all claims against Landlord whatsoever, whether for personal
injury, property damage, loss of use of the Premises, or otherwise, due to the interruption or
failure of telephone services to the Premises. Tenant hereby holds Landlord harmless and agrees to
indemnify, protect and defend Landlord from and against any liability for any damage, loss or
expense due to any failure or interruption of telephone or data service to the Premises for any
reason unless same is caused by the negligence or misconduct of Landlord. Tenant agrees to obtain
loss of rental insurance adequate to cover any damage, loss or expense occasioned by the
interruption of telephone or data service. 13




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17. Signs. A Building standard suite entry sign shall be installed on the door to the
Premises or adjacent to the entry to the Premises by Tenant as part of Tenants Work, and the cost
thereof shall be paid out by Tenant at its sole cost and expense. Otherwise, Tenant shall not
paint or place any signs, placards, or other advertisements of any character upon the windows
visible to the Common Areas (except with the prior consent of Landlord, which consent may be
withheld by Landlord in its absolute discretion), and Tenant shall place no signs upon the outside
walls, common areas or the roof of the Building. Landlord shall not unreasonably withhold its
consent to any signs within the interior of the Premises not visible from the Common Areas. 18. Force Majeure. In the event of a strike, lockout, labor trouble, civil commotion,
an act of God, or any other event beyond Landlords control (a force majeure event) which results
in Landlord being unable to timely perform any of its obligations hereunder, so long as Landlord
diligently proceeds to perform such obligations after the end of such force majeure event, Landlord
shall not be in breach hereunder, this Lease shall not terminate, and Tenants obligation to pay
any Base Rent, Additional Rent, or any other charges and sums due and payable shall not be excused. E. Repairs/Alterations/Casualty/Condemnation. 19. Repairs By Landlord. Tenant, by taking possession of the Premises, shall accept
and shall be held to have accepted the Premises as suitable for the use intended by this Lease. In
no event shall Tenant be entitled to compensation or any other damages or any other remedy against
Landlord in the event the Premises are not deemed suitable for Tenants use. Landlord shall not be
required, after possession of the Premises has been delivered to Tenant, to make any repairs or
improvements to the Premises, except as set forth in this Lease. Except for damage caused by
casualty and condemnation (which shall be governed by Section 23 and 24 below), and subject to
normal wear and tear, Landlord shall maintain in good repair the exterior walls, roof, common
areas, foundation, structural portions and the Buildings mechanical, electrical, plumbing and HVAC
systems, provided such repairs are not occasioned by Tenant, Tenants invitees or anyone in the
employ or control of Tenant. 20. Repairs By Tenant. Except as described in Section 19 above, Tenant shall, at its
own cost and expense, maintain the Premises in good repair and in a neat and clean, first-class
condition, including making all necessary repairs and replacements. Tenant shall further, at its
own cost and expense, repair or restore any damage or injury to all or any part of the Building
caused by Tenant or Tenants agents, employees, invitees, licensees, visitors or contractors,
including but not limited to any repairs or replacements necessitated by (i) the construction or
installation of improvements to the Premises by or on behalf of Tenant, and (ii) the moving of any
property into or out of the Premises. If Tenant fails to make such repairs or replacements
promptly, Landlord may, at its option, upon prior reasonable notice to Tenant (except in an
emergency) make the required repairs and replacements and the costs of such repair or replacements
shall be charged to Tenant as Additional Rent and shall become due and payable by Tenant with the
monthly installment of Base Rent next due hereunder. All repairs performed by Tenant pursuant to
this Section 19 shall be performed in accordance with the terms of Section 21 below. 14




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21. Alterations and Improvements. Except for minor, decorative alterations which do
not affect the Building structure or systems, are not visible from outside the Premises and do not
cost in excess of $50,000.00 so long as it is related to painting and decorating of the Premises in
the aggregate, Tenant shall not make or allow to be made any alterations, physical additions or
improvements in or to the Premises without first obtaining in writing Landlords written consent
for such alterations or additions, which consent may be granted or withheld in Landlords sole
discretion. Upon Landlords request, Tenant will deliver to Landlord plans and specifications for
any proposed alterations, additions or improvements and shall reimburse Landlord for Landlords
out-of-pocket cost to review such plans. Tenant shall also pay Landlords property manager a
supervisory fee of $.50 multiplied by the number of square feet in the Premises for Landlords
supervision of any alterations, additions or improvements to the Premises that require Landlords
consent. Any alterations, physical additions or improvements shall at once become the property of
Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any
alterations, additions or improvements in order to restore the Premises to the condition existing
on the Commencement Date. Notwithstanding the foregoing, Tenant may request in writing at the time
it submits its plans and specifications for an alteration, addition or improvement, that Landlord
advise Tenant whether Landlord will require Tenant to remove, at the termination of this Lease or
the termination of Tenants right to possession hereunder, such alteration, addition or
improvement, or any particular portion thereof; and Landlord shall advise Tenant within twenty (20)
days after receipt of Tenants request as to whether Landlord will require removal of such
alteration, addition or improvement. Notwithstanding anything contained herein to the contrary,
upon the expiration of the Term of this Lease or the sooner termination of Tenants right to
possession of the Premises, Tenant, at its sole cost and expense, shall remove all telephone and
computer cabling installed in the Premises or elsewhere in the Building by or on behalf of Tenant.
All alterations, additions or improvements shall be made in a good, first-class, workmanlike manner
and in a manner that does not disturb other tenants (e.g., any work audible outside of the Premises
must be performed during non-business hours) and Tenant must maintain appropriate liability and
builders risk insurance throughout the construction. Tenant shall promptly pay all costs
attributable to such alterations and improvements and shall indemnify, defend and hold Landlord
harmless from and against all loss, cost, damage or expense (including, without limitation,
reasonable attorneys fees) arising out of or in connection with such alterations and improvements,
including, without limitation, costs and expenses from any mechanics liens or other liens or
claims filed or asserted as a result thereof and costs and expenses which may be incurred as a
result of building code violations attributable to such work. Under no circumstances shall
Landlord be required to pay, during the Term of this Lease and any extensions or renewals thereof,
any ad valorem or property tax on such alterations, additions or improvements, Tenant hereby
covenanting to pay all such taxes when they become due. All alterations, additions, improvements
or repairs shall be performed by contractors or workmen on Landlords approved list from time to
time. Landlord agrees to assign to Tenant any rights Landlord may have against the contractor of
the Premises with respect to any work performed by such contractor in connection with improvements
made by Landlord at the request of Tenant. Notwithstanding anything herein to the contrary, Landlord agrees not to withhold or delay its
consent unreasonably to any alterations, additions or improvements by Tenant which (i) do not
affect base building systems or the structure of the Building, (ii) are not visible from the
outside the Premises, and (iii) which would not materially detract from the aesthetic integrity 15




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of the Building or its design. Landlord shall not be deemed to have acted unreasonably if it
withholds its consent because, in Landlords opinion, such work: could affect the safety of the
Building or its occupants; would increase Landlords cost of repairs, insurance or furnishing
services or otherwise adversely affect Landlords ability to efficiently operate the Building or
furnish services to Tenant or other tenants; involves toxic or hazardous materials; could be costly
or hazardous to remove or demolish; requires entry into another tenants premises or use of public
areas; or is prohibited by any mortgage on the Building. The foregoing reasons, however, shall not
be exclusive of the reasons for which Landlord may withhold consent, whether or not such other
reasons are similar or dissimilar to the foregoing. Specific consent from Landlord shall not be
required for work not costing more than $50,000.00 each project and consisting solely of painting,
wall covering and carpeting or similar decorating work or furnishings (so long as such work does
not involve hazardous materials, and does not fall within category (i) or (ii) above) and Tenant
may perform such work, so long as Tenant informs Landlord in reasonable detail of the nature of the
work, and otherwise complies with the provisions of this Section 21. 22. Liens. If, because of any act or omission of Tenant or anyone claiming by,
through or under Tenant, any mechanics lien or other lien shall be filed against the Premises, the
Building, or against other property of Landlord (whether or not such lien is valid or enforceable),
Tenant shall, at its own expense, cause the same to be discharged of record within fifteen (15)
days after the date of filing thereof, and shall also indemnify Landlord and hold it harmless from
any and all claims, losses, damages, judgments, settlement, costs and expenses, including
attorneys fees, resulting therefrom or by reason thereof. If Tenant fails to have any such lien
discharged of record within such fifteen (15) day period, Landlord shall have the right, but not
the obligation, to pay the amount of such lien and cause the same to be discharged of record,
whereupon Tenant shall reimburse Landlord, on demand, for all costs incurred by Landlord in
connection therewith, including, without limitation, reasonable attorneys fees. 23. Destruction or Damage. (a) If the Premises or the Building shall be damaged by fire or other casualty and if
such damage does not render all or a substantial portion of the Premises or the Building
untenantable, then Landlord shall proceed with reasonable promptness to repair and restore
the Premises or the core and shell of the Building so as to render the Premises tenantable
(other than work required to be performed by Tenant, as hereinafter provided, which may be
necessary to so render the Premises tenantable), subject to reasonable delays for insurance
adjustments and delays caused by matters beyond Landlords reasonable control, and also
subject to zoning laws and building codes then in effect. If any such damage renders all or
a substantial portion of the Premises or the Building untenantable, Landlord shall, with
reasonable promptness after the occurrence of such damage, estimate the length of time that
will be required to substantially complete the repair and restoration of the Premises or the
core and shell of the Building, as the case may be, necessitated by such damage and shall by
notice advise Tenant of such estimate. If it is so estimated that the amount of time
required to substantially complete such repair and restoration will exceed two hundred
seventy (270) days from the date such damage occurred, then either Landlord or Tenant (but
Tenant shall have such right, only if all or a substantial portion of the Premises is
rendered untenantable and the estimated time for 16




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Landlord required to substantially complete such repair or restoration will exceed such
two hundred seventy (270) day period) shall have the right to terminate this Lease as of the
date of notice of such election by giving notice to the other at any time within twenty (20)
days after Landlord gives Tenant the notice containing said estimate (it being understood
that Landlord may, if it elects to do so, also give such notice of termination together with
the notice containing said estimate). Unless this Lease is terminated as provided in the
preceding sentence, Landlord shall proceed with reasonable promptness to repair and restore
the core and shell of the Building or the Premises so as to render the Premises tenantable
(excluding, however, any work required to be performed by Tenant, as hereinafter provided,
which may be required to so render the Premises tenantable), subject to reasonable delays
for insurance adjustments and delays caused by matters beyond Landlords reasonable control,
and also subject to zoning laws and building codes then in effect. Landlord shall have no
liability to Tenant, and Tenant shall not be entitled to terminate this Lease (except as
hereinafter provided) if such repairs and restoration are not in fact completed within the
time period estimated by Landlord, as aforesaid, or within said two hundred seventy (270)
days. However, if such repairs and restoration are not completed within three hundred sixty
(360) days after the date of such fire or other casualty (or within ninety (90) days after
the expiration of the time period estimated by Landlord as aforesaid, if longer than three
hundred sixty (360) days and neither party terminated this Lease as permitted), which three
hundred sixty (360) day or other period shall be extended (as to Tenants ability to
terminate only) by all periods of delay attributable to the acts or omissions of Tenant or
Tenants agents, employees or contractors, for any reason whatsoever, then either party may
terminate this Lease, effective as of the date of notice of such election, by giving written
notice to the other party within thirty (30) day period after said three hundred sixty (360)
day or other period or within ninety (90) days after said other period, as either time
period may be so extended as aforesaid, but prior to substantial completion of repair or
restoration. Notwithstanding anything to the contrary herein set forth: (i) Landlord shall
have no duty pursuant to this Section 23 to repair or restore any portion of improvements,
additions or alterations made by or on behalf of Tenant in the Premises; (ii) Landlord shall
not be obligated (but may, at its option, so elect) to repair or restore the Premises or
Building if the damage is due to an uninsurable casualty or if insurance proceeds are
insufficient to pay for such repair or restoration, or if any mortgagee applies proceeds of
insurance to reduce its loan balance, and the remaining proceeds, if any, available to
Landlord are not sufficient to pay for such repair or restoration; (iii) Tenant shall not
have the right to terminate this Lease pursuant to this Section 23 if the damage or
destruction was caused by the intentional or negligent act of Tenant, its agents or
employees; and (iv) if any such damage rendering all or a substantial portion of the
Premises or Building untenantable shall occur during the last two (2) years of the Term,
either party (but as to Tenants right, only if all or a substantial portion of the Premises
is rendered untenantable) shall have the option to terminate this Lease by giving written
notice to the other within thirty (30) days after the date such damage occurred, and if such
option is so exercised, this Lease shall terminate as of the date of such notice. (b) In the event any such fire or casualty damage renders all or a portion of the
Premises untenantable and if this Lease shall not be terminated pursuant to the 17




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foregoing provisions of this Section 23 by reason of such damage, then Base Rent and
Additional Rent shall abate during the period beginning with the date of such damage and
ending with the date when Landlord substantially completes its repair or restoration
required hereunder. Such abatement shall be in an amount bearing the same ratio to the
total amount of Rent for such period as the portion of the Premises rendered untenantable
and not occupied by or theretofore delivered to Tenant from time to time bears to the entire
Premises. In the event of termination of this Lease pursuant to this Section 23, Rent shall
be apportioned on a per diem basis and be paid to the date of termination. (c) In the event of any such fire or other casualty, and if this Lease is not
terminated pursuant to the foregoing provisions of this Lease, Tenant shall promptly repair
and restore any portion of alterations, additions or improvements made by or on behalf of
Tenant in the Premises. 24. Eminent Domain. If the whole of the Building or Premises, or such portion thereof
as will make the Building or Premises unusable in the reasonable judgment of Landlord for their
intended purposes, is condemned or taken by any legally constituted authority for any public use or
purpose, or is conveyed by Landlord in lieu of a condemnation, then in any of such events, this
Lease shall terminate and the Term hereby granted shall cease from that time when possession
thereof is taken by the condemning authorities, and Rent shall be accounted for as between Landlord
and Tenant as of such date. If a portion of the Building or Premises is so taken, but not such
amount as will make any usable portion of the Premises unusable in the reasonable judgment of
Landlord for the purposes herein leased, or if this Lease has not terminated, this Lease shall
continue in full force and effect and the Rent shall be reduced prorata in proportion to the amount
of the Premises so taken. Tenant shall have no right or claim to any part of any award made to or
received by Landlord for such condemnation or taking, and all awards for such condemnation or
taking shall be made solely to Landlord, provided however that Tenant shall have the right to
pursue any separate award for loss of its equipment and trade fixtures and for moving expenses so
long as such action does not reduce the award to which Landlord is entitled. 25. Damage or Theft of Personal Property. All personal property brought into the
Premises shall be at the risk of the Tenant only and Landlord shall not be liable for theft thereof
or any damage thereto occasioned by any acts of co-tenants, or other occupants of the Building, or
any other person, except, with respect to damage to the Premises, as may be occasioned by the
negligent or willful act of the Landlord, its employees and agents (but subject to the insurance
and waiver of subrogation provisions set forth in Section 26 below). F. Insurance/Indemnities/Waiver/Estoppel. 26. Insurance; Waivers. (a) Tenant covenants and agrees that from and after the date of delivery of the
Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and
expense, the following types of insurance, in the amounts specified and in the form
hereinafter provided for: 18




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(i) Commercial General Liability (CGL) insurance written on an occurrence
basis, covering the Premises and all operations of the Tenant in or about the
Premises against claims for bodily injury, property damage and product liability and
to include contractual liability coverage insuring Tenants indemnification
obligations under this Lease, to be in combined single limits of not less than
$1,000,000 each occurrence for bodily injury and property damage, $1,000,000 for
products/completed operations aggregate, $1,000,000 for personal injury, and to have
general aggregate limits of not less than $2,000,000 (per location) and Umbrella
Liability Insurance in an amount not less than $5,000,000 for each policy year. The
general aggregate limits under the Commercial General Liability insurance policy or
policies shall apply separately to the Premises and to Tenants use thereof (and not
to any other location or use of Tenant) and such policy shall contain an endorsement
to that effect. The certificate of insurance evidencing the CGL form of policy shall
specify all endorsements required herein and shall specify on the face thereof that
the limits of such policy apply separately to the Premises. (ii) Insurance covering all of the items included in Tenants leasehold
improvements, heating, ventilating and air conditioning equipment maintained by
Tenant, trade fixtures, merchandise and personal property from time to time in, on
or upon the Premises, and alterations, additions or changes made by or on behalf of
Tenant pursuant to Section 21 of this Lease or pursuant to the Workletter, in an
amount not less than one hundred percent (100%) of their full replacement value from
time to time during the Term, providing protection against perils included within
the standard form of all-risks fire and casualty insurance policy. Any policy
proceeds from such insurance shall be held in trust by Tenants insurance company
for the repair, construction and restoration or replacement of the property damaged
or destroyed unless this Lease shall cease and terminate under the provisions of
Section 23 of this Lease. (iii) Workers Compensation and Employers Liability insurance affording
statutory coverage and containing statutory limits with the Employers Liability
portion thereof to have minimum limits of $500,000.00. (iv) Business Interruption Insurance equal to not less than fifty percent (50%)
of the estimated gross earnings (as defined in the standard form of business
interruption insurance policy) of Tenant at the Premises which insurance shall be
issued on an all risks basis (or its equivalent). (b) All policies of the insurance provided for in Section 26(a) above shall be issued
in form acceptable to Landlord by insurance companies with a rating and financial
size of not less than A-VIII in the most current available Bests Insurance Reports,
and licensed to do business in the state in which the Building is located. Each and every
such policy: 19




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(i) shall name Landlord as an additional insured (as well as Landlords
property manager, any mortgagee of Landlord and any other party reasonably
designated by Landlord), except with respect to the insurance described in Section
26(a)(iii) above; (ii) shall (and a certificate thereof shall be delivered to Landlord at or
prior to the execution of this Lease) be delivered to each of Landlord and any such
other parties in interest within thirty (30) days after delivery of possession of
the Premises to Tenant and thereafter within five (5) days after the inception (or
renewal) of each new policy, and as often as any such policy shall expire or
terminate. Renewal or additional policies shall be procured and maintained by Tenant
in like manner and to like extent; (iii) shall contain a provision that the insurer will give to Landlord and such
other parties in interest at least ten (10) days notice in writing in advance of any
material change, cancellation, termination or lapse, or the effective date of any
reduction in the amounts of insurance; and (iv) shall be written as a primary policy which does not contribute to and is
not in excess of coverage which Landlord may carry. (c) Any insurance provided for in Section 26(a) may be maintained by means of a policy
or policies of blanket insurance, covering additional items or locations or insureds,
provided, however, that: (i) Landlord and any other parties in interest from time to time designated by
Landlord to Tenant shall be named as an additional insured thereunder as its
interest may appear; (ii) the coverage afforded Landlord and any such other parties in interest will
not be reduced or diminished by reason of the use of such blanket policy of
insurance; and (iii) the requirements set forth in this Section 26 are otherwise satisfied. (d) During the Term hereof, Landlord shall in a manner comparable to other comparable
office buildings in the commercial market where the Building is located keep in effect (i)
commercial property insurance on the Building, its fixtures and equipment, and rent loss
insurance for a period and amount of not less than one (1) year of rent (such commercial
property insurance policy shall, at a minimum, cover the perils insured under the ISO
special causes of loss form which provides all risk coverage, and include replacement cost
coverage), and (ii) a policy or policies of commercial general liability
insurance insuring against liability arising out of the risks of death, bodily injury,
property damage and personal injury liability with respect to the Building and Property. (e) Notwithstanding anything to the contrary set forth hereinabove, Landlord and Tenant
do hereby waive any and all claims against one another for damage to or 20




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destruction of real
or personal property to the extent such damage or destruction can be covered by all risks
property insurance of the type described in Section 26(a)(ii) and Section 26(d)(i) above.
Each party shall also be responsible for the payment of any deductible amounts required to
be paid under the applicable all risks fire and casualty insurance carried by the party
whose property is damaged. These waivers shall apply if the damage would have been covered
by a customary all risks insurance policy, even if the party fails to obtain such
coverage. The intent of this provision is that each party shall look solely to its
insurance with respect to property damage or destruction which can be covered by all risks
insurance of the type described in Section 26(a)(ii) and Section 26(d)(i). Each such policy
shall include a waiver of all rights of subrogation by the insurance carrier against the
other party, its agents and employees with respect to property damage covered by the
applicable all risks fire and casualty insurance policy. 27. Indemnities. Tenant does hereby indemnify and save harmless Landlord against all
claims for damages to persons or property which are caused anywhere in the Building or on the
Property by the negligence or willful misconduct of Tenant, its agents or employees or which occur
in the Premises (or arise out of actions taking place in the Premises) unless such damage is caused
by the negligence or willful misconduct of Landlord, its agents, or employees. Landlord does hereby
indemnify and hold Tenant harmless against all claims for damage to persons or property caused by
the negligence or willful misconduct of Landlord, its agents or employees which occur on the
Property or common areas of the Building unless such damage is caused by the negligence or willful
misconduct of Tenant, its agents or employees. The indemnities set forth hereinabove shall include
the application to pay reasonable expenses incurred by the indemnified party, including, without
limitation, reasonable, actually incurred attorneys fees. The indemnities contained herein do not
override the waivers contained in Section 26(e) above. 28. Acceptance and Waiver. Subject to the provisions of Section 12 hereof, and except
to the extent caused by the negligence or willful misconduct of Landlord, its agents and employees
(but subject to the insurance provisions in Section 26 above), Landlord shall not be liable to
Tenant, its officers, directors, members, partners, agents, employees, guests or invitees for any
damage caused to any of them due to the Building or any part or appurtenances thereof being
improperly constructed or being or becoming out of repair, or arising from the leaking of gas,
water, sewer or steam pipes, or from electricity, but Tenant, by moving into the Premises and
taking possession thereof, shall accept, and shall be held to have accepted the Premises as
suitable for the purposes for which the same are leased, and shall accept and shall be held to have
accepted the Building and every appurtenances thereof, and Tenant by said act waives any and all
defects therein; provided, however, that this Section shall not preclude Tenant from seeking
recovery from any third party responsible for such damage or injury. 29. Tenants Estoppel. Tenant shall, from time to time, upon not less than fifteen
(15) days prior written request by Landlord, execute, acknowledge and deliver to Landlord a
written statement certifying that this Lease is unmodified and in full force and effect (or,
if there have been modifications, that the same is in full force and effect as modified and stating
the modifications), the dates to which the Rent has been paid, that Tenant is not in default
hereunder and whether Tenant has any offsets or defenses against Landlord under this Lease, whether
or not to the best of Tenants knowledge Landlord is in default hereunder (and if so, specifying
the 21




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nature of the default), it being intended that any such statement delivered pursuant to this
Section may be relied upon by a prospective purchaser of Landlords interest or by a mortgagee of
Landlords interest or assignee of any security deed upon Landlords interest in the Premises.
Tenants failure to deliver such statement within such period shall be deemed conclusive that this
Lease is in full force and effect and unmodified, and there are no uncured defaults in Landlords
performance hereunder. G. Default/Remedies/Surrender/Holding Over. 30. Notices. Any notice which is required or permitted to be given by either party
under this Lease shall be in writing and must be given only by certified mail, return receipt
requested, by hand delivery or by nationally recognized overnight courier service at the addresses
set forth in Paragraph 12 of the Basic Lease Provisions. Each party shall further use reasonable
efforts to provide the other party with a courtesy copy of any notice by fax. Any such notice
shall be deemed given on the earlier of two business days after the date sent in accordance with
one of the permitted methods described above or the date of actual receipt thereof, provided that
receipt of notice solely by fax shall not be deemed to be delivery of notice hereunder. The time
period for responding to any such notice shall begin on the date the notice is actually received,
but refusal to accept delivery or inability to accomplish delivery because the party can no longer
be found at the then current notice address, shall be deemed receipt. Either party may change its
notice address by notice to the other party in accordance with the terms of this Section 30. The
initial notice addresses for each party are set forth in the Basic Lease Provisions. 31. Intentionally Omitted. 32. Defaults by Tenant. The occurrence of any one or more of the following events
shall be a Default of this Lease by Tenant: (a) Tenants failure to pay any monthly installment of either Base Rent or Additional
Rent within five (5) days after the same shall be due and payable, or any other sums due
hereunder within ten (10) days after the same shall be due and payable. No notice shall be
required for default in payment. Notwithstanding the foregoing, Landlord shall provide
Tenant with five (5) days written notice of such default (a Monetary Default Notice)
before Landlord exercises its remedies for default hereunder; provided, however, that
Landlord shall not be required to give a Monetary Default Notice more than one (1) time with
respect to any particular Monetary Default nor more than two (2) times during any twelve
(12) consecutive calendar month period with respect to Monetary Defaults before being
entitled to exercise its remedies for default hereunder. (b) Tenants failure to perform or observe any term, condition, covenant or obligation,
other than the payment of money, required to be performed or observed by it under this Lease
for a period of thirty (30) days after notice thereof from Landlord; provided, however, that
if the term, condition, covenant or obligation to be performed by Tenant is of such nature
that the same cannot reasonably be performed within such thirty-day period, such default
shall be deemed to have been cured if Tenant commences such 22




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performance within said
thirty-day period and thereafter diligently undertakes to complete the same, and in fact,
completes same within sixty (60) days after notice. (c) A trustee or receiver shall be appointed to take possession of substantially all of
Tenants assets in, on or about the Premises or of Tenants interest in this Lease (and
Tenant does not regain possession within sixty (60) days after such appointment); Tenant
makes an assignment for the benefit of creditors; or substantially all of Tenants assets
in, on or about the Premises or Tenants interest in this Lease are attached or levied upon
under execution (and Tenant does not discharge the same within sixty (60) days thereafter);
or a petition in bankruptcy, insolvency, or for reorganization or arrangement is filed by or
against Tenant pursuant to any federal or state statute (and with respect to any such
petition filed against it, Tenant fails to secure a stay or discharge thereof within sixty
(60) days after the filing of the same). (d) Landlord Default. It shall be a Landlord Default under this Lease if Landlord
shall default in the observance or performance of any provision of this Lease, and such
default shall continue for thirty (30) days after Tenant shall have given notice to Landlord
specifying such default and demanding that the same be cured (unless such default cannot be
cured by the payment of money and cannot with due diligence be wholly cured within such
period of thirty (30) days, in which case Landlord shall have such longer period as shall be
necessary to cure the default, so long as Landlord proceeds promptly to cure the same within
such thirty (30) day period, prosecutes the cure to completion with due diligence and
advises Tenant from time to time, upon Tenants request, of the actions which Landlord is
taking and the progress being made). Upon the occurrence of a Landlord Default, Tenant
shall have all remedies available at law or in equity for specific performance, injunction
and/or direct and actual damages caused by such Landlord Default. 33. Remedies of Landlord. Upon the occurrence of any Default, Landlord shall have the
following rights and remedies, in addition to those allowed by law or equity, any one or more of
which may be exercised without further notice to or demand upon Tenant and which may be pursued
successively or cumulatively as Landlord may elect: (a) Landlord may re-enter the Premises, upon notice to Tenant, and cure any default of
Tenant, in which event Tenant shall, upon demand, reimburse Landlord as additional Rent for
any reasonable cost and expenses which Landlord may incur to cure such default; and Landlord
shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of
Landlords action; (b) Landlord may terminate this Lease by giving to Tenant notice of Landlords election
to do so, in which event the Term shall end, and all right, title and interest of Tenant
hereunder shall expire, on the date stated in such notice; (c) Landlord may terminate the right of Tenant to possession of the Premises without
terminating this Lease by giving notice to Tenant that Tenants right to possession shall
end on the date stated in such notice, whereupon the right of Tenant to 23




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possession of the
Premises or any part thereof shall cease on the date stated in such notice; and (d) Landlord may enforce the provisions of this Lease and may enforce and protect the
rights of Landlord hereunder by a suit or suits in equity or at law for the specific
performance of any covenant or agreement contained herein, or for the enforcement of any
other appropriate legal or equitable remedy, including recovery of all moneys due or to
become due from Tenant under any of the provisions of this Lease. Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite
to its exercise of any of its rights or remedies under this Lease, other than those notices and
demands specifically required under this Lease. TENANT EXPRESSLY WAIVES THE SERVICE OF ANY
STATUTORY DEMAND OR NOTICE WHICH IS A PREREQUISITE TO LANDLORDS COMMENCEMENT OF EVICTION
PROCEEDINGS AGAINST TENANT, INCLUDING THE DEMANDS AND NOTICES SPECIFIED IN 735 ILCS §§ 5/9-209 AND
5/9-210. TENANT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT BROUGHT BY LANDLORD TO RECOVER
POSSESSION OF THE PREMISES FOLLOWING LANDLORDS TERMINATION OF THIS LEASE PURSUANT TO SECTION 33(b)
OR THE RIGHT OF TENANT TO POSSESSION OF THE PREMISES PURSUANT TO SECTION 33(c) AND ON ANY CLAIM FOR
DELINQUENT RENT WHICH LANDLORD MAY JOIN IN ITS LAWSUIT TO RECOVER POSSESSION. 34. Right to Re-Enter. If Landlord exercises either of the remedies provided in
Sections 33(b) or 33(c), Tenant shall surrender possession and vacate the Premises and immediately
deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful
possession of the Premises, with process of law, full and complete license to do so being hereby
granted to Landlord, and Landlord may remove all occupants and property therefrom, using such force
as may be necessary to the extent allowed by law, without being deemed guilty in any manner of
trespass, eviction or forcible entry and detainer and without relinquishing Landlords right to
Rent or any other right given to Landlord hereunder or by operation of law. 35. Damages Upon Termination of Tenants Right to Possession. If Landlord terminates
the right of Tenant to possession of the Premises without terminating this Lease, Landlord shall
have the right to immediate recovery of all amounts then due hereunder. Such termination of
possession shall not release Tenant, in whole or in part, from Tenants obligation to pay Rent
hereunder for the full Term, and Landlord shall have the right, from time to time, to recover from
Tenant, and Tenant shall remain liable for, all Base Rent, Additional Rent and any
other sums accruing as they become due under this Lease during the period from the date of
such notice of termination of possession to the stated end of the Term. In any such case, Landlord
may relet the Premises or any part thereof for the account of Tenant for such rent, for such time
(which may be for a term extending beyond the Term) and upon such terms as Landlord shall determine
and may collect the rents from such reletting. Landlord shall not be required to accept any tenant
offered by Tenant or to observe any instructions given by Tenant relative to such reletting. Also,
in any such case, Landlord may make repairs, alterations and additions in or to 24




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the Premises and
redecorate the same to the extent deemed by Landlord necessary or desirable and in connection
therewith change the locks to the Premises, and Tenant upon demand shall pay the cost of all of the
foregoing together with Landlords expenses of reletting. The rents from any such reletting shall
be applied first to the payment of the expenses of reentry, redecoration, repair and alterations
and the expenses of reletting and second to the payment of Rent herein provided to be paid by
Tenant. Any excess or residue shall operate only as an offsetting credit against the amount of
Rent due and owing as the same thereafter becomes due and payable hereunder, and the use of such
offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give
Tenant any right, title or interest in or to such excess or residue and any such excess or residue
shall belong to Landlord solely, and in no event shall Tenant be entitled to a credit on its
indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent)
which would have been paid by Tenant for the period for which the credit to Tenant is being
determined, had no Default occurred. No such reentry or repossession, repairs, alterations and
additions, or reletting shall be construed as an eviction or ouster of Tenant or as an election on
Landlords part to terminate this Lease, unless a written notice of such intention is given to
Tenant, or shall operate to release Tenant in whole or in part from any of Tenants obligations
hereunder, and Landlord, at any time and from time to time, may sue and recover judgment for any
deficiencies remaining after the application of the proceeds of any such reletting. 36. Damages Upon Termination of Lease. If this Lease is terminated by Landlord
pursuant to Section 33(b), Landlord shall be entitled to recover from Tenant all Rent accrued and
unpaid for the period up to and including such termination date, as well as all other additional
sums payable by Tenant, or for which Tenant is liable or for which Tenant has agreed to indemnify
Landlord under any of the provisions of this Lease, which may be then owing and unpaid, and all
costs and expenses, including without limitation court costs and attorneys fees incurred by
Landlord in the enforcement of its rights and remedies hereunder, and, in addition, Landlord shall
be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized
portion of any concessions offered by Landlord to Tenant in connection with this Lease, including
without limitation Landlords contribution to the cost of tenant improvements and alterations, if
any, installed by either Landlord or Tenant pursuant to this Lease or any work letter in connection
with this Lease, (ii) the aggregate sum which at the time of such termination represents the
excess, if any, of the present value of the aggregate rents which would have been payable after the
termination date had this Lease not been terminated, including, without limitation, Base Rent at
the annual rate or respective annual rates for the remainder of the Term provided for in this Lease
and the amount projected by Landlord to represent Additional Rent for the remainder of the Term
over the then present value of the then aggregate fair rental value of the Premises for the balance
of the Term, such present worth to be computed in each case on the basis of a ten percent (10%) per
annum discount from the
respective dates upon which such rentals would have been payable hereunder had this Lease not
been terminated, and (iii) any damages in addition thereto, including without limitation reasonable
attorneys fees and court costs, which Landlord sustains as a result of the breach of any of the
covenants of this Lease other than for the payment of Rent. 37. Mitigation of Damages. Landlord shall use commercially reasonable efforts to
mitigate any damages resulting from a Default by Tenant under this Lease. Landlords obligation 25




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to
mitigate damages after a Default by Tenant under this Lease shall be satisfied in full if Landlord
undertakes to lease the Premises to another tenant (a Substitute Tenant) in accordance with the
following criteria: (a) Landlord shall have no obligation to solicit or entertain negotiations with any
other prospective tenants for the Premises until Landlord obtains full and complete
possession of the Premises including, without limitation, the final and unappealable legal
right to relet the Premises free of any claim of Tenant; (b) Landlord shall not be obligated to lease or show the Premises, on a priority basis,
or offer the Premises to a prospective tenant when other premises in the Building suitable
for that prospective tenants use are (or soon will be) available; (c) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a
rental less than the current fair market rental then prevailing for similar uses in
comparable buildings in the same market area as the Building, nor shall Landlord be
obligated to enter into a new lease under other terms and conditions that are unacceptable
to Landlord under Landlords then current leasing policies for comparable space in the
Building; (d) Landlord shall not be obligated to enter into a lease with a Substitute Tenant
whose use would: (i) violate any restriction, covenant, or requirement contained in the lease of
another tenant of the Building; (ii) adversely affect the reputation of the Building; or (iii) be incompatible with the operation of the Building as an office building;
and (e) Landlord shall not be obligated to enter into a lease with any proposed Substitute
Tenant which does not have, in Landlords reasonable opinion, sufficient financial resources
to pay all amounts under its lease as and when due, and to operate the Premises in a first
class manner. 38. Service of Notice. Except as otherwise provided by law, Tenant hereby appoints as
its agent to receive the service of all dispossessory or distraint proceedings and notices
thereunder, the person in charge of or occupying the Premises at the time of such proceeding or
notice; and if no person be in charge or occupying the Premises, then such service may be made
by attaching the same to the front entrance of the Premises. 39. Advertising. Landlord may advertise the Premises as being For Rent at any time
following a default by Tenant which remains uncured and at any time within one hundred eighty (180)
days prior to the expiration, cancellation or termination of this Lease for any reason and during
any such periods Landlord may exhibit the Premises to prospective tenants upon prior reasonable
notice to Tenant. 26




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40. Surrender of Premises. Whenever under the terms hereof Landlord is entitled to
possession of the Premises, Tenant at once shall surrender the Premises and the keys thereto to
Landlord in the same condition as on the Commencement Date hereof, normal wear and tear only
excepted, and Tenant shall remove therefrom all of its personal property and telephone and computer
cabling and shall, if directed to do so by Landlord, remove all improvements and restore the
Premises to its original condition prior to the construction of any improvements which have been
made therein by or on behalf of Tenant, including any improvements made prior to the Commencement
Date; provided, however, this shall not include Landlords Work. Tenant shall also remove its
telephone and computer cabling from the Premises and elsewhere in the Building as required pursuant
to Section 21 hereof. Landlord may forthwith re-enter the Premises and repossess itself thereof
and remove all persons and effects therefrom, using such force as may be reasonably necessary
without being guilty of forcible entry, detainer, trespass or other tort. Tenants obligation to
observe or perform these covenants shall survive the expiration or other termination of the Term of
this Lease. If the last day of the Term of this Lease or any renewal falls on a Saturday, Sunday or
a legal holiday, this Lease shall expire on the business day immediately preceding. 41. Cleaning Premises. Upon vacating the Premises, Tenant agrees to return the
Premises to Landlord broom clean and in the same condition when Tenants possession commenced,
normal wear and tear excepted, regardless of whether any Security Deposit has been forfeited. 42. Removal of Fixtures. If Tenant is not in Default hereunder, Tenant may, prior to
the expiration of the Term of this Lease, or any extension thereof, remove any fixtures and
equipment which Tenant has placed in the Premises which can be removed without significant damage
to the Premises, provided Tenant promptly repairs all damages to the Premises caused by such
removal. 43. Holding Over. If Tenant holds over and remains in possession of the Premises or
any part thereof after the Expiration Date or the sooner termination of the Term of this Lease or
Tenants right to possession hereunder, Tenant shall be deemed to hold the Premises as a tenant at
sufferance, subject to all of the terms, conditions and covenants of this Lease (which shall be
applicable during the holdover period), except that Base Rent payable during the first sixty (60)
days of such holdover period shall be an amount equal to one hundred fifty percent (150%) of the
monthly installments of Base Rent payable at the time of such expiration or earlier termination;
and Base Rent payable commencing on the sixty-first (61st) day of such holdover period
shall be an amount equal to twice the monthly installments of Base Rent payable at the
time of such expiration or earlier termination. Notwithstanding the foregoing provision, no
holding over by Tenant pursuant to this Section 43 shall operate to extend this Lease and Tenant
shall be liable for all damages to Landlord, both direct and consequential, attributable to such
holding over. The provisions of this paragraph do not waive Landlords right of re-entry or right
to regain possession by actions at law or in equity or by any other rights hereunder. 44. Non-waiver of Defaults. The failure or delay by either party hereto to enforce or
exercise at any time any of the rights or remedies or other provisions of this Lease shall not be
construed to be a waiver thereof, nor affect the validity of any part of this Lease or the right of 27




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either party thereafter to enforce each and every such right or remedy or other provision. No
waiver of any default and breach of the Lease shall be held to be a waiver of any other default and
breach. The receipt by Landlord of less than the full rent due shall not be construed to be other
than a payment on account of rent then due, nor shall any statement on Tenants check or any letter
accompanying Tenants check be deemed an accord and satisfaction, and Landlord may accept such
payment without prejudice to Landlords right to recover the balance of the rent due or to pursue
any other remedies provided in this lease. The acceptance by Landlord of rent hereunder shall not
be construed to be a waiver of any breach by Tenant of any term, covenant or condition of this
Lease. No act or omission by Landlord or its employees or agents during the term of this Lease
shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a
surrender shall be valid unless in writing and signed by Landlord. 45. Attorneys Fees. In the event of any litigation between Tenant and Landlord to
enforce any provision of this Lease or any right of either party hereto, the unsuccessful party to
such litigation shall pay to the successful party all costs and expenses, including reasonable
attorneys fees, incurred therein. Furthermore, if Landlord, without fault, is made a party to any
litigation instituted by or against Tenant, Tenant shall indemnify Landlord against, and protect,
defend, and save it harmless from, all costs and expenses, including reasonable attorneys fees,
incurred by it in connection therewith. If Tenant, without fault, is made party to any litigation
instituted by or against Landlord, Landlord shall indemnify Tenant against, and protect, defend,
and save it harmless from, all costs and expenses, including reasonable attorneys fees, incurred
by it in connection therewith. 46. Mortgagees Rights. (a) Tenant agrees that this Lease shall be subject and subordinate (i) to any mortgage,
deed of trust or other security interest now encumbering the Property and to all advances
which may be hereafter made, to the full extent of all debts and charges secured thereby and
to all renewals or extensions of any part thereof, and to any mortgage, deed of trust or
other security interest which any owner of the Property may hereafter, at any time, elect to
place on the Property; (ii) to any assignment of Landlords interest in the leases and rents
from the Building or Property which includes this Lease which now exists or which any owner
of the Property may hereafter, at any time, elect to place on the Property; and (iii) to any
Uniform Commercial Code Financing Statement covering the personal property rights of
Landlord or any owner of the Property which now exists or any owner of the Property may
hereafter, at any time, elect to place on the foregoing personal property (all of the
foregoing instruments set forth in (i), (ii) and (iii) above
being hereafter collectively referred to as Security Documents). Tenant agrees upon
request of the holder of any Security Documents (Holder) to hereafter execute any
documents which the counsel for Landlord or Holder may reasonably deem necessary to evidence
the subordination of this Lease to the Security Documents; provided such Holder agrees that
so long as Tenant is not in default under the Lease, Holder shall not interfere with, or
disturb Tenants quiet use and enjoyment of the Premises. Tenants failure to execute any
such requested documents within ten (10) days after request therefor, such failure shall be
deemed a Default hereunder. 28




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(b) In the event of a foreclosure pursuant to any Security Documents, Tenant shall at
the election of the Purchaser (hereinafter defined), thereafter remain bound pursuant to the
terms of this Lease as if a new and identical Lease between the purchaser at such
foreclosure (Purchaser), as landlord, and Tenant, as tenant, had been entered into for the
remainder of the Term hereof and Tenant shall attorn to the Purchaser upon such foreclosure
sale and shall recognize such Purchaser as the Landlord under this Lease. Such attornment
shall be effective and self-operative without the execution of any further instrument on the
part of any of the parties hereto. Tenant agrees, however, to execute and deliver at any
time and from time to time, upon the reasonable request of Landlord or of Holder, any
instrument or certificate that may be necessary or appropriate in any such foreclosure
proceeding or otherwise to evidence such attornment. (c) If the Holder of any Security Document or the Purchaser upon the foreclosure of any
of the Security Documents shall succeed to the interest of Landlord under this Lease, such
Holder or Purchaser shall have the same remedies, by entry, action or otherwise for the
non-performance of any agreement contained in this Lease, for the recovery of Rent or for
any other Default by Tenant hereunder that Landlord had or would have had if any such Holder
or Purchaser had not succeeded to the interest of Landlord. Any such Holder or Purchaser
which succeeds to the interest of Landlord hereunder, shall not be (i) liable for any act or
omission of any prior Landlord (including Landlord) unless such act or omission is of a
continuing nature; or (ii) subject to any offsets or defenses which Tenant might have
against any prior Landlord (including Landlord); or (iii) bound by any Rent which Tenant
might have paid for more than the current month to any prior Landlord (including Landlord);
or (iv) bound by any amendment or modification of this Lease made without its consent. (d) Notwithstanding anything to the contrary set forth in this Section 46, the Holder
of any Security Documents shall have the right, at any time, to elect to make this Lease
superior and prior to its Security Document. No documentation, other than written notice to
Tenant, shall be required to evidence that this Lease has been made superior and prior to
such Security Documents, but Tenant hereby agrees to execute any documents reasonably
requested by Landlord or Holder to acknowledge that this Lease has been made superior and
prior to the Security Documents. H. Landlord Entry/Relocation/Assignment and Subletting. 47. Entering Premises. Landlord may enter the Premises at reasonable hours provided
that Landlords entry shall not unreasonably interrupt Tenants business operations and that prior
notice is given when reasonably possible (provided that no prior notice shall be required for entry
into the Premises of a routine nature, such as in connection with the provision of janitorial
services, and, if in the opinion of Landlord any emergency exists): (a) to make repairs, perform
maintenance and provide other services described in Section 19 above (no prior notice is required
to provide routine services) which Landlord is obligated to make to the Premises or the Building
pursuant to the terms of this Lease or to the other premises within the Building pursuant to the
leases of other tenants; (b) to inspect the Premises in order to confirm that Tenant is complying
with all of the terms and conditions of this Lease and with the rules and 29




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regulations hereof, (c)
to remove from the Premises any articles or signs kept or exhibited therein in violation of the
terms hereof; (d) to run pipes, conduits, ducts, wiring, cabling or any other mechanical,
electrical, plumbing or HVAC equipment through the areas behind the walls, below the floors or
above the drop ceilings in the Premises and elsewhere in the Building; and (e) to exercise any
other right or perform any other obligation that Landlord has under this Lease. Landlord shall be
allowed to take all material into and upon the Premises that may be required to make any repairs,
improvements and additions, or any alterations, without in any way being deemed or held guilty of
trespass and without constituting a constructive eviction of Tenant. The Rent reserved herein
shall not abate while such repairs, alterations or additions are being made and Tenant shall not be
entitled to maintain a set-off or counterclaim for damages against Landlord by reason of loss from
interruption to the business of Tenant because of the prosecution of any such work. In exercising
its rights under this Section, Landlord shall make commercially reasonable efforts to avoid
unreasonably interfering with Tenants use of the Premises. 48. Intentionally Omitted. 49. Assignment and Subletting. Tenant may not, without the prior written consent of
Landlord, which consent may be withheld by Landlord in its sole discretion (except to the extent
expressly required otherwise by applicable law), assign this Lease or any interest hereunder, or
sublet the Premises or any part thereof, or permit the use of the Premises by any party other than
Tenant. In the event that Tenant is a corporation or entity other than an individual, any transfer
of a majority or controlling interest in Tenant (whether by stock transfer, merger, operation of
law or otherwise) shall be considered an assignment for purposes of this Section and shall require
Landlords prior written consent. Consent to one assignment or sublease shall not destroy or waive
this provision, and all later assignments and subleases shall likewise be made only upon the prior
written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all
obligations of Tenant hereunder, without relieving Tenants liability hereunder and, in the event
of any Default by Tenant under this Lease, Landlord may, at its option, but without any obligation
to do so, elect to treat such sublease or assignment as a direct Lease with Landlord and collect
rent directly from the subtenant. In addition, upon any request by Tenant for Landlords consent to
an assignment or sublease, Landlord may elect to terminate this Lease and recapture all of the
Premises (in the event of an assignment request) or the applicable portion of the Premises (in the
event of a subleasing request); provided, however, if Landlord notifies Tenant that Landlord elects
to exercise this recapture right, Tenant may, within
five (5) business days of its receipt of Landlords recapture notice, notify Landlord that
Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease
all of the Premises, subject to the terms of this Lease and Landlords recapture notice shall be
null and void. If Tenant desires to assign or sublease, Tenant shall provide written notice to
Landlord describing the proposed transaction in detail and providing all documentation (including
detailed financial information for the proposed assignee or subtenant) reasonably necessary to
permit Landlord to evaluate the proposed transaction. If Landlord consents to any assignment or
sublease request and the assignee or subtenant pays to Tenant an amount in excess of the Rent
(either monthly or more infrequently) due under this Lease (after deducting Tenants reasonable,
actual expenses in obtaining such assignment or sublease, amortized in equal monthly installments
over the then remainder of the Term), Tenant shall pay fifty percent (50%) of such excess to
Landlord as and when the monthly payments are received by Tenant. Any subletting or 30




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assignment
hereunder shall not release or discharge Tenant of or from any liability, whether past, present or
future, under this Lease, and Tenant shall continue fully liable thereunder. Any subtenant or
subtenants or assignee shall agree in a form reasonably satisfactory to Landlord to comply with and
be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the
extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after
execution, an executed copy of each such sublease or assignment and an agreement of compliance by
each such subtenant or assignee. Tenant agrees to pay to Landlord all reasonable out-of-pocket
costs incurred by Landlord (including fees paid to consultants (as may be required) and attorneys)
in connection with any request by Tenant for Landlord to consent to any assignment or subletting by
Tenant not to exceed $5,000.00. Tenant agrees that in the event Landlord withholds its consent to
any assignment or subletting contrary to the provisions of this Section 49, Tenants sole remedy
(in the absence of a final judicial determination that Landlord acted arbitrarily in refusing its
consent) shall be to seek an injunction in equity or compel performance by Landlord to give its
consent and Tenant expressly waives any right to damages in the event of such withholding by
Landlord of its consent. Notwithstanding any herein to the contrary, Tenant may assign its entire interest under this
Lease or sublet the Premises (i) to any entity controlling or controlled by or under common control
with Tenant or (ii) to any successor to Tenant by purchase, merger, consolidation or reorganization
(hereinafter, collectively, referred to as Permitted Transfer) without the consent of Landlord,
provided: (1) Tenant is not in default under this Lease; (2) if such proposed transferee is a
successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of
the stock or assets of Tenants business or, if such proposed transferee is a successor to Tenant
by merger, consolidation or reorganization, the continuing or surviving entity shall own all or
substantially all of the assets of Tenant; (3) with respect to a Permitted Transfer to a proposed
transferee described in clause (ii), such proposed transferee shall have a net worth which is at
least equal to the greater of Tenants net worth at the date of this Lease or Tenants net worth as
of the day prior to the proposed purchase, merger, consolidation or reorganization as evidenced to
Landlords reasonable satisfaction; and (4) Tenant shall give Landlord written notice at least
thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or
reorganization I. Sale of Building; Limitation of Liability. 50. Sale. In the event the original Landlord hereunder, or any successor owner of the
Building, shall sell or convey the Building, all liabilities and obligations on the part of the
original Landlord, or such successor owner, under this Lease accruing thereafter shall terminate,
and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant
agrees to attorn to such new owner. 51. Limitation of Liability. Landlords obligations and liability with respect to
this Lease shall be limited solely to Landlords interest in the Building, as such interest is
constituted from time to time, and neither Landlord nor any partner or member of Landlord, or any
officer, director, shareholder, or partner or member of any partner or member of Landlord, shall
have any individual or personal liability whatsoever with respect to this Lease. 31




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J. Brokers/Construction/Authority. 52. Broker Disclosure. The Landlords Broker identified in the Basic Lease
Provisions, who is a real estate broker licensed in the state where the Building is located, has
acted as agent for Landlord in this transaction and is to be paid a commission by Landlord pursuant
to a separate agreement. The Tenants Broker identified in the Basic Lease Provisions, who is a
real estate broker licensed in the state where the Building is located, has acted as agent for
Tenant in this transaction and is to be paid a commission by Landlord pursuant to a separate
agreement. Landlord represents that Landlord has dealt with no other broker other than the
broker(s) identified herein. Landlord agrees that, if any other broker makes a claim for a
commission based upon the actions of Landlord, Landlord shall indemnify, defend and hold Tenant
harmless from any such claim. Tenant represents that Tenant has dealt with no broker other than
the broker(s) identified herein. Tenant agrees that, if any other broker makes a claim for a
commission based upon the actions of Tenant, Tenant shall indemnify, defend and hold Landlord
harmless from any such claim. Tenant will cause Tenants Broker to execute a customary lien
waiver, adequate under applicable law, to extinguish any lien claims such broker may have in
connection with this Lease. 53. Definitions. Landlord, as used in this Lease, shall include the party named in
the first paragraph hereof, its representatives, assigns and successors in title to the Premises.
Tenant shall include the party named in the first paragraph hereof, its heirs and
representatives, and, if this Lease shall be validly assigned, shall also include Tenants
assignees. Landlord and Tenant include male and female, singular and plural, corporation,
partnership, limited liability company (and the officers, members, partners, employees or agents of
any such entities) or individual, as may fit the particular parties. 54. Time of the Essence. Regardless of whether the same is so expressly stated in any
particular instance herein, time is of the essence of this Lease. 55. No Estate In Land. This contract shall create the relationship of landlord and
tenant between Landlord and Tenant; no estate shall pass out of Landlord; Tenant has only a
right of use, not subject to levy or sale, and not assignable by Tenant except with Landlords
consent. 56. Section Titles; Severability. The section titles used herein are not to be
considered a substantive part of this Lease, but merely descriptive aids to identify the Section to
which they refer. Use of the masculine gender includes the feminine and neuter, and vice versa,
where necessary to impart contextual continuity. The word including shall mean including
without limitation. If any section or provision herein is held invalid by a court of competent
jurisdiction, all other sections or severable provisions of this Lease shall not be affected
thereby, but shall remain in full force and effect. 57. Cumulative Rights. All rights, powers and privileges conferred hereunder upon the
parties hereto shall be cumulative but not restrictive to those given by law. 32




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58. Recording of Lease. Tenant shall not record either this Lease or any short form
or memorandum hereof. 59. Governing Law. This Lease shall be construed and enforced in accordance with the
laws of the State of Illinois. 60. Entire Agreement. This Lease contains the entire agreement of the parties and no
representations, inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. 61. Submission of Agreement. Submission of this Lease to Tenant for signature does
not constitute a reservation of space or an option to acquire a right of entry. This Lease is not
binding or effective until execution by and delivery to both Landlord and Tenant. 62. Authority. If Tenant executes this Lease as a corporation, limited partnership,
limited liability company or any other type of entity, each of the persons executing this Lease on
behalf of Tenant does hereby personally represent and warrant that Tenant is a duly organized and
validly existing corporation, limited partnership, limited liability company or other type of
entity, that Tenant is qualified to do business in the state where the Building is located, that
Tenant has full right, power and authority to enter into this Lease, and that each person signing
on behalf of Tenant is authorized to do so. Upon Landlords request, Tenant shall provide Landlord
with evidence reasonably satisfactory to Landlord confirming the foregoing representations and
warranties. 63. Executive Order 13224. Tenant represents and warrants to Landlord that neither
Tenant, nor any of the entities or individuals owning or controlling Tenant, have been designated
as a blocked person pursuant to Executive Order 13224. Tenant shall update the foregoing
representation by written notice to Landlord if the foregoing representation should ever become
false during the Term. Any failure to update the foregoing representation shall constitute a
default by Tenant under this Lease and Landlord may immediately (without delivering any prior
notice to Tenant or affording Tenant any opportunity to cure) exercise any and all rights and
remedies permitted in this Lease. Furthermore, if Tenant or any of the entities or individuals
owning or controlling Tenant either now or in the future is designated as a blocked person pursuant
to Executive Order 13224, such circumstance shall constitute a default by Tenant under this Lease
and Landlord may immediately (without delivering any prior notice to Tenant or affording Tenant any
opportunity to cure) exercise any and all rights and remedies permitted in this Lease. Tenant
shall, within ten (10) days after receipt of written request from Landlord, certify to Landlord in
writing the identity of all entities and individuals owning or controlling Tenant. 64. Renewal Option. Landlord hereby grants to Tenant an option (the Extension
Option) to extend the Term for one (1) period of five (5) years (the Extension Period). The
Extension Period shall commence on the day following the last day of the initial Term of this Lease
(Extension Commencement Date) and shall expire on the day preceding the fifth (5th)
anniversary of the Extension Commencement Date, unless sooner terminated in accordance with the
terms and provisions of this Lease. 33




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(a) The Extension Period shall be upon the same terms, covenants, and conditions as set
forth in this Lease with respect to the initial Term of this Lease, except that Base Rent
payable during the Extension Period shall be equal to the Fair Market Rental Rate (as
defined below) for lease terms commencing on or about the Extension Commencement Date, as
reasonably determined by Landlord. (b) If Tenant desires to exercise its option to extend, Tenant shall deliver a written
notice (the Extension Notice). The Extension Notice shall be delivered by Tenant no
earlier than fifteen (15) months before the Extension Commencement Date and no later than
twelve (12) months before the Extension Commencement Date, time being of the essence.
Landlord shall notify Tenant in writing (Landlords Rental Rate Notice) of the rental rate
for the Extension Period (the Extension Period Rental Rate), as reasonably determined by
Landlord, within thirty (30) days after receiving the Extension Notice. (c) Tenant shall have the right, exercisable in its sole and absolute discretion, to
revoke its exercise of the Extension Option, by delivering written notice thereof to
Landlord within thirty (30) days after receiving Landlords Rental Rate Notice, time being
of the essence. If not so revoked, Tenants exercise of the Extension Option shall be
deemed irrevocable by Tenant. (d) Unless Landlord, in its sole and absolute discretion, otherwise agrees in writing,
Tenant may only exercise its option to extend and an exercise thereof shall only be
effective, if at the time of Tenants exercise of the option and on the Extension
Commencement Date, the Lease is in full force and effect and no uncured default by Tenant
under the Lease shall then exist, and, inasmuch as the option is intended only for the
original Tenant named in the Lease, Tenant has not assigned the Lease (except pursuant to a
Permitted Transfer) or sublet any portion of the Premises in excess of twenty percent (20%)
of the total rentable area of the Premises. (e) Upon the valid exercise by Tenant of the option to extend, Landlord and Tenant
shall promptly enter into a written supplement to the Lease confirming the terms, conditions
and provisions applicable to the Extension Period, as determined in accordance with the
provisions of this Section. Upon the exercise by Tenant of the option to extend, the
Termination Option shall be null and void and of no further force or effect. (f) For purposes of the Lease, the term Fair Market Rental Rate shall mean the rate
comprised of (i) the prevailing base rental rate per square foot of rentable area available
in the Pertinent Market (as defined below), and taking into account tenant improvement
allowances, other tenant inducements, operating cost stops and tax cost stops, and brokerage
commissions, all as determined by Landlord in good faith, and (ii) any escalation of any
such base rental rate (based upon a fixed step and/or index) prevailing in the Pertinent
Market, as determined by Landlord in good faith, taking into account (A) comparable leases
(on the basis of factors such as, but not limited to, size and location of space and
commencement date and term of lease), if any, recently executed 34




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for improved space in the Building, and (B) leases for comparable (on the basis of
factors such as, but not limited to, size and location of space and commencement date and
term of lease) improved space in office buildings in the Chicago, Illinois area which are
comparable to the Building in reputation, quality, age, size, location and level and quality
of services provided and which have reached economic stabilization and are not, for any
other reason, offering below market rents (the foregoing factors not being exclusive in
identifying comparable buildings) (the Building, together with such comparable buildings, if
applicable, being herein referred to as the Pertinent Market). 65. Termination Option. Provided that (a) Tenant has not assigned the Lease or sublet
any portion of the Premises (except pursuant to a Permitted Transfer) and (b) Tenant is not in
default under the Lease and has not delivered the Extension Notice (i.e., has not exercised a
renewal option), Tenant shall have an option to terminate the Lease either (i) at the end of the
Fifth Lease Year (the 5 Year Termination Option) or (ii) at the end of the Tenth Lease Year (the
10 Year Termination Option), effective twelve (12) months after the Termination Notice
(hereinafter defined) is delivered to Landlord (the date when the Lease is terminated pursuant to
this Section being referred to herein as the Early Termination Date). Tenant shall exercise
either of its options to terminate the Lease by (i) delivering to Landlord written notice (the
Termination Notice) of such election to terminate the Lease on or before the last day of the
Fourth Lease Year, with respect to the 5 Year Termination Option; or on or before the last day of
the Ninth Lease Year with respect to the 10 Year Termination Option; and (ii) paying to Landlord
the Termination Payment (hereinafter defined) concurrently with the Termination Notice. If Tenant
properly delivers the Termination Notice and makes the Termination Payment in a timely manner, then
the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant
shall return the Premises to Landlord on the Termination Date in accordance with the terms of the
Lease, including, but not limited to, Section 40. If Tenant fails to make the Termination Payment
in a timely manner, Tenants right to terminate shall, at Landlords option, be void. Unless
Landlord otherwise agrees in writing, Tenant may not exercise such right to terminate the Lease as
provided herein, and no termination hereunder shall be effective, if a default or event or
circumstance which with the giving of notice or passage of time or both could constitute a default
by Tenant shall exist under the Lease as of the date on which the Termination Notice is given or as
of the Early Termination Date. Upon Tenants delivering the Termination Notice, any and all rights
of Tenant to extend the Lease Term or to lease additional space in the Building, whether pursuant
to a right of first offer, a right of first refusal, an expansion option, or otherwise, shall
immediately be void and of no further force or effect. All obligations of either party to the
other which accrue under the Lease on or before the Early Termination Date shall survive such
termination. As used herein, Termination Payment shall mean (a) six (6) months of the then
current Base Rent plus Tenants Share of Operating Expenses and Taxes for such six (6) month period
and (b) the unamortized balance of the Leasing Costs (hereinafter defined) as of the Early
Termination Date had the Leasing Costs been loaned to Tenant as of the Commencement Date at the
interest rate of ten percent (10%) per annum and had such loaned amount been repaid in equal
monthly installments commencing on the Commencement Date in amounts sufficient to fully amortize
such loaned amount and the imputed interest thereon on the Expiration Date. The term Leasing
Costs shall mean the sum of (i) the total brokerage commission payable by Landlord in connection
with the Lease, (ii) the maximum Construction Allowance payable by Landlord pursuant to the Work
Letter attached to 35




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the Lease as Exhibit B) and (iii) the Abated Rent. Landlord and Tenant acknowledge that the
Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by
Landlord as a consequence of Tenants exercise of the Termination Option. Tenant hereby
acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of
the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the
Premises being less than the Termination Payment. [EXHIBITS TO LEASE FOLLOW THIS PAGE] 36




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EXHIBIT A PROPERTY Tax Number 17-16-115-003-6031 and 17-16-115-004-6004 All that parcel of land, of that certain parcel of land in the County of Cook, State of Illinois,
together with the buildings and improvements thereon, including the columns, foundations and
supports thereof together with any reversionary interests in, to and under said buildings and
improvements (including columns, foundations and supports), and any easements therein bounded and
described as follows: A parcel of land comprised of Lot 5 and part of Lot 6 in Railroad Companies Resubdivision of
Blocks 62 to 76, both inclusive, Block 78, parts of Blocks 61 and 77 and certain vacated streets
and alleys in School Section Addition to Chicago, a subdivision of Section 16, Township 39 North,
Range 14, East of the Third Principal Meridian, according to the Plat of said Resubdivision
recorded in the Recorders Office of Cook County, Illinois, on March 29, 1924 in Book 188 of Plats
at page 16, as Document Number 8339751, said parcel of land being bounded and described as follows: Beginning at the Northeast corner of said lot 5 and running thence southwardly along the Easterly
line of said Lot 5 a distance of 203.465 feet to an angle point in said Easterly lot line; thence
continuing southwardly along said Easterly lot line a distance of 203.34 feet to the Southeast
corner of said Lot 5, thence west along the South line of said Lots 5 and 6 a distance of 336.0
feet to the point of intersection of said South line of Lot 6 with the East line of the West 20
feet of said Lot 6; thence north along said East line of the West 20 feet of Lot 6 a distance of
396.545 feet to its intersection of the North line of said Lot 6; thence north along said East line
of the West 20 feet of said Lot 6, thence east along the North line of said Lot 6 and of said Lot 5
a distance of 247.50 feet to the point of beginning; containing 115,728.00 square feet of land,
more or less. PARCEL 1: ALL THAT PARCEL OF LAND, BEING THAT PORTION ABOVE THE SPACE EXCEPTED, HEREINAFTER DEFINED OF THAT
CERTAIN PARCEL OF LAND IN THE COUNTY OF COOK, STATE OF ILLINOIS, BOUNDED AND DESCRIBED AS FOLLOWS: AN UNDIVIDED 50 PERCENT INTEREST IN THAT PART OF LOT 5 LYING ABOVE A HORIZONTAL PLANE THE ELEVATION
OF WHICH IS 25.70 FEET ABOVE THE CHICAGO CITY DATUM LYING NORTH OF A LINE WHICH IS THE SOUTH FACE
OF THE SOUTHERLY COLUMNS OF THE 222 SOUTH RIVERSIDE PLAZA BUILDING EXTENDED EAST TO THE CHICAGO
RIVER AND WEST TO THE EAST LINE OF THE WEST 20 FEET OF LOT 6; A-1




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ALSO 100 PERCENT INTEREST IN AND TO THAT PART OF LOT 5 LYING ABOVE A HORIZONTAL PLANE THE ELEVATION OF
WHICH IS 25.70 FEET ABOVE THE CHICAGO CITY DATUM AND THAT PART OF LOT 6 IN RAILROAD COMPANIES
RESUBDIVISION OF BLOCKS 62 TO 76, BOTH INCLUSIVE, BLOCK 78, PARTS OF BLOCKS 61 AND 77 AND CERTAIN
VACATED STREETS AND ALLEYS IN SCHOOL SECTION ADDITION TO CHICAGO, A SUBDIVISION OF SECTION 16,
TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID
RESUBDIVISION RECORDED IN THE RECORDERS OFFICE OF COOK COUNTY, ILLINOIS, ON MARCH 29, 1924 IN BOOK
188 OF PLATS AT PAGE 16, AS DOCUMENT 8339751, SAID PARCEL OF LAND BEING BOUNDED AND DESCRIBED AS
FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 5 AND RUNNING THENCE SOUTHWARDLY ALONG THE EASTERLY LINE
OF SAID LOT 5, A DISTANCE OF 203.465 FEET TO AN ANGLE POINT IN SAID EASTERLY LOT LINE; THENCE
CONTINUING SOUTHWARDLY ALONG SAID EASTERLY LOT LINE, A DISTANCE OF 203.34 FEET TO THE SOUTHEAST
CORNER OF SAID LOT 5; THENCE WEST ALONG THE SOUTH LINE OF SAID LOTS 5 AND 6, A DISTANCE OF 336.0
FEET TO THE POINT OF INTERSECTION OF SAID SOUTH LINE OF LOT 6 WITH THE EAST LINE OF THE WEST 20
FEET OF SAID LOT 6; THENCE NORTH ALONG SAID EAST LINE OF THE WEST 20 FEET OF LOT 6, A DISTANCE OF
396.545 FEET TO ITS INTERSECTION OF THE NORTH LINE OF SAID LOT 6; THENCE EAST ALONG THE NORTH LINE
OF SAID LOT 6 AND OF SAID LOT 5, A DISTANCE OF 247.50 FEET TO THE POINT OF BEGINNING. EXCEPTING, HOWEVER, FROM THE PARCEL OF LAND ABOVE DESCRIBED THE RESPECTIVE PORTIONS THEREOF LYING
BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISH FLOOR SLAB OF THE MEZZANINE FLOOR OF THE 222
SOUTH RIVERSIDE PLAZA BUILDING AND THE TOP OF THE FINISH FLOOR SLAB OF THE PLAZA LEVEL BETWEEN THE
CIRCUMSCRIBING WALLS OF THE MEZZANINE OF SAID BUILDING AND THE PROPERTY LINE, BEING DESIGNATED AS
PLUS 17.50 FEET AND PLUS 32.50 FEET, RESPECTIVELY, AS SHOWN ON THE TRANSVERSE SECTION AND
LONGITUDINAL SECTION OF SAID BUILDING ATTACHED TO LEASE DATED JANUARY 15, 1969 AND RECORDED JANUARY
31, 1969 AS DOCUMENT 20744919 AND REFERRED TO THEREIN AS APPENDIX B, WHICH SECTION PLANS ARE MADE
A PART OF THIS DESCRIPTION THE ELEVATION SHOWN ON SAID SECTION PLANS HAVE REFERENCE TO CHICAGO CITY
DATUM AS EXISTING ON OCTOBER 21, 1968 (EXCEPTING THEREFROM THAT PART OF LOT 5 LYING ABOVE A
HORIZONTAL PLANE, THE ELEVATION OF WHICH IS 25.70 FEET ABOVE THE CHICAGO CITY DATUM LYING NORTH OF
A LINE WHICH IS THE SOUTH FACE OF THE SOUTHERLY COLUMNS OF THE 222 SOUTH RIVERSIDE PLAZA BUILDING
EXTENDED EAST TO THE CHICAGO RIVER AND WEST TO THE EAST LINE OF THE WEST 20 FEET OF LOT 6) A-2




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ALSO EXCEPTING THEREFROM THE BUILDINGS AND IMPROVEMENTS LOCATED THEREON. ALL THAT PARCEL OF LAND, TAKEN AS A TRACT, BEING THAT PORTION ABOVE THE SPACE EXCEPTED HEREINAFTER,
DESCRIBED AS FOLLOWS: A PARCEL OF LAND BEING THAT PART OF LOT 6 IN RAILROAD COMPANIES RESUBDIVISION LYING BELOW AND
EXTENDING DOWNWARD FROM A HORIZONTAL PLANE AT AN ELEVATION OF 32.50 FEET ABOVE CHICAGO CITY DATUM,
WHICH IS BOUNDED AND DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID LOT 6 WITH THE EAST LINE OF THE
WEST 115.75 FEET OF SAID LOT 6, AND RUNNING THENCE NORTH ALONG SAID EAST LINE OF THE WEST 115.75
FEET OF LOT 6, A DISTANCE OF 11.36 FEET TO AN INTERSECTION WITH A LINE WHICH IS 105.75 FEET SOUTH
FROM AND PARALLEL WITH THE SOUTHERLY FACE OF THE MOST SOUTHERLY ROW OF COLUMNS SUPPORTING A
MULTI-STORY OFFICE BUILDING SITUATED ON SAID LOT 6, SAID POINT OF INTERSECTION BEING THE POINT OF
BEGINNING OF SAID HEREINAFTER DESCRIBED PART OF LOT 6; THENCE CONTINUING NORTH ALONG SAID EAST LINE
OF THE WEST 115.75 FEET OF LOT 6, A DISTANCE OF 81.50 FEET TO AN INTERSECTION WITH A LINE WHICH IS
24.25 FEET SOUTH FROM AND PARALLEL WITH SAID SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS;
THENCE EAST ALONG SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF 18.25 FEET TO AN INTERSECTION
WITH THE EAST LINE OF THE WEST 134.00 FEET OF LOT 6; THENCE SOUTH ALONG SAID EAST LINE OF THE WEST
134.00 FEET OF LOT 6, A DISTANCE OF 81.50 FEET TO AN INTERSECTION WITH SAID LINE WHICH IS 105.75
FEET SOUTH FROM AND PARALLEL WITH THE SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS; AND
THENCE WEST ALONG SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF 18.25 FEET TO POINT OF
BEGINNING; EXCEPTING HOWEVER FROM THE NORTH 13.75 FEET OF SAID PARCEL OF LAND THAT PORTION THEREOF LYING BELOW
OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE GROUND FLOOR OF THE 444 WEST
JACKSON BUILDING FORMERLY KNOWN AS MERCANTILE EXCHANGE BUILDING WHICH IS AT AN ELEVATION OF 30.83
FEET ABOVE CHICAGO CITY DATUM, AND EXCEPTING FROM THE SOUTH 18.00 FEET OF THE NORTH 31.75 FEET OF
SAID PARCEL OF LAND THAT PORTION THEREOF LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE
FINISHED FLOOR SLAB OF THE GROUND FLOOR OF SAID BUILDING WHICH IS AT AN ELEVATION OF 30.25 FEET
ABOVE CHICAGO CITY DATUM, AND EXCEPTING FROM THE REMAINDER OF SAID PARCEL OF LAND THAT PORTION
THEREOF LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE GROUND FLOOR
OF SAID BUILDING IN SAID REMAINDER WHICH IS AT AN ELEVATION OF 28.25 FEET ABOVE SAID CHICAGO CITY
DATUM. A-3




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ALSO EXCEPTING THEREFROM THE BUILDINGS AND IMPROVEMENTS LOCATED THEREON. ALSO A PARCEL OF LAND BEING THAT PART OF LOT 6 IN SAID RAILROAD COMPANIES RESUBDIVISION LYING BELOW AND
EXTENDING DOWNWARD FROM A HORIZONTAL PLANE AT AN ELEVATION OF 32.50 FEET ABOVE CHICAGO CITY DATUM,
WHICH IS BOUNDED AND DESCRIBED AS FOLLOWS: COMMENCING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID LOT 6 WITH THE EAST LINE OF THE
WEST 161.00 FEET OF SAID LOT 6, AND RUNNING THENCE NORTH ALONG THE EAST LINE OF THE WEST 161.00
FEET OF SAID LOT 6, A DISTANCE OF 11.65 FEET TO AN INTERSECTION WITH A LINE WHICH IS 105.75 FEET
SOUTH FROM AND PARALLEL WITH THE SOUTHERLY FACE OF THE MOST SOUTHERLY ROW OF COLUMNS SUPPORTING A
MULTI-STORY OFFICE BUILDING SITUATED ON LOT 6, SAID POINT OF INTERSECTION BEING THE POINT OF
BEGINNING FOR THE HEREINAFTER DESCRIBED PART OF LOT 6; THENCE CONTINUING NORTH ALONG THE EAST LINE
OF THE WEST 161.00 FEET OF LOT 6, A DISTANCE OF 107.08 FEET TO AN INTERSECTION WITH A LINE WHICH IS
1.33 FEET NORTH FROM AND PARALLEL WITH SAID SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS;
THENCE EAST ALONG SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF 59.50 FEET TO AN INTERSECTION
WITH THE EAST LINE OF THE WEST 220.50 FEET OF SAID LOT 6; THENCE SOUTH ALONG THE EAST LINE OF THE
WEST 220.50 FEET OF SAID LOT 6, A DISTANCE OF 25.58 FEET TO AN INTERSECTION WITH A LINE WHICH IS
24.25 FEET SOUTH FROM AND PARALLEL WITH SAID SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS;
THENCE EAST ALONG SAID PARALLEL LINE AND ALONG SAID PARALLEL LINE EXTENDED, A DISTANCE OF 57.75
FEET TO AN INTERSECTION WITH THE EAST LINE OF THE WEST 278.25 FEET OF SAID LOT 6, THENCE SOUTH
ALONG SAID EAST LINE OF THE WEST 278.25 FEET OF LOT 6, A DISTANCE OF 14.25 FEET; THENCE WEST ALONG
A LINE PERPENDICULAR TO THE EAST LINE OF THE WEST 278.25 FEET AFORESAID, A DISTANCE OF 45.25 FEET
TO AN INTERSECTION WITH THE EAST LINE OF THE WEST 233.00 FEET OF SAID LOT 6; THENCE SOUTH ALONG
SAID EAST LINE OF THE WEST 233.00 FEET OF LOT 6, A DISTANCE OF 17.00 FEET; THENCE EAST ALONG A LINE
PERPENDICULAR TO THE EAST LINE OF THE WEST 233.00 FEET AFORESAID, A DISTANCE OF 45.25 FEET TO AN
INTERSECTION WITH SAID EAST LINE OF THE WEST 278.25 FEET OF LOT 6; THENCE SOUTH ALONG THE EAST LINE
OF THE WEST 278.25 FEET AFORESAID, A DISTANCE OF 50.25 FEET TO AN INTERSECTION WITH SAID LINE WHICH
IS 105.75 FEET SOUTH FROM AND PARALLEL WITH THE SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF
COLUMNS; THENCE WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 117.25 FEET TO THE POINT OF BEGINNING; EXCEPTING HOWEVER FROM THAT PART OF SAID PARCEL OF LAND LYING WEST OF THE EAST LINE OF THE WEST
259.79 FEET OF SAID LOT 6 THAT PORTION A-4




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THEREOF LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE GROUND FLOOR
OF THE 444 WEST JACKSON BUILDING FORMERLY KNOWN AS MERCANTILE EXCHANGE BUILDING WHICH IS AT AN
ELEVATION OF 30.00 FEET ABOVE CHICAGO CITY DATUM, AND EXCEPTING FROM THOSE PORTIONS OF SAID PARCEL
OF LAND LYING EAST OF SAID EAST LINE OF THE WEST 259.79 FEET OF SAID LOT 6 THOSE PORTIONS THEREOF
LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE GROUND FLOOR OF SAID
BUILDING WHICH IS AT AN ELEVATION OF 28.33 FEET ABOVE CHICAGO CITY DATUM, AND EXCEPTING FROM SAID
PARCEL OF LAND THE WEST 1.25 FEET OF THE NORTH 1.33 FEET THEREOF OCCUPIED BY A COLUMN AND ALSO
EXCEPTING THOSE PARTS THEREOF OCCUPIED BY SIX OTHER COLUMNS OF SAID MOST SOUTHERLY ROW OF COLUMNS,
EACH OF WHICH SIX COLUMNS MEASURES 2.50 FEET FROM EAST TO WEST AND EXTENDS 1.33 FEET SOUTHWARDLY
INTO AND UPON SAID PREMISES FROM THE MOST NORTHERLY LINE THEREOF; AND ALSO EXCEPTING FROM SAID PARCEL 1 AND PARCEL 2 THE RESPECTIVE PORTIONS THEREOF TAKEN BY THE
NATIONAL RAILROAD PASSENGER CORPORATION IN CONDEMNATION PURSUANT TO THE CONDEMNATION ACTION FILED
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, CASE
NUMBER 89 C 1531. EXCEPTING THEREFROM THE BUILDINGS AND IMPROVEMENTS LOCATED THEREON. PARCEL 3: THE PROPERTY AND SPACE LYING BETWEEN HORIZONTAL PLANES WHICH ARE 42.25 FEET AND 90.00 FEET,
RESPECTIVELY, ABOVE CHICAGO CITY DATUM, AND ENCLOSED BY PLANES EXTENDING VERTICALLY UPWARD FROM THE
SURFACE OF THE EARTH, OF A PARCEL OF LAND COMPRISED OF A PART OF LOT 6 AND OF A PART OF SOUTH CANAL
STREET LYING WEST OF AND ADJOINING SAID LOT 6, IN RAILROAD COMPANIES RESUBDIVISION OF BLOCKS 62 TO
76, BOTH INCLUSIVE, BLOCK 78, PARTS OF BLOCKS 61 AND 77, AND CERTAIN VACATED STREETS AND ALLEYS IN
SCHOOL SECTION ADDITION TO CHICAGO, A SUBDIVISION OF SECTION 16, TOWNSHIP 39 NORTH, RANGE 14 EAST
OF THE THIRD PRINCIPAL MERIDIAN WHICH PARCEL OF LAND IS BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING ON THE EAST LINE OF THE WEST 20 FEET OF LOT 6; AT A POINT WHICH IS 0.938 FEET NORTH FROM
THE SOUTH LINE OF SAID LOT 6, AND RUNNING THENCE WEST ALONG A LINE PERPENDICULAR TO THE EAST LINE
OF THE WEST 20 FEET AFORESAID, A DISTANCE OF 25.416 FEET; THENCE NORTH, PARALLEL WITH THE WEST LINE
OF SAID LOT 6, A DISTANCE OF 101.083 FEET; THENCE EAST ALONG A LINE PERPENDICULAR TO THE LAST
DESCRIBED COURSE, A DISTANCE OF 25.416 FEET TO AN INTERSECTION WITH THE EAST LINE A-5




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OF THE WEST 20 FEET OF SAID LOT 6; AND THENCE SOUTH ALONG THE EAST LINE OF THE WEST 20 FEET
AFORESAID, A DISTANCE OF 101.083 FEET TO THE POINT OF BEGINNING TOGETHER WITH THE SPACE IN WHICH TO
CONSTRUCT, USE, MAINTAIN, REPAIR, REPLACE OR RENEW FROM TIME TO TIME ADEQUATE COLUMNS AND
FOUNDATIONS FOR THE BUILDING CONTEMPLATED BY THE PRESENT LEASE IN THE EXCEPTED SPACE, AS DEFINED IN
THE EXISTING AIR RIGHTS LEASE DATED JANUARY 15, 1969 AND RECORDED JANUARY 31, 1969 AS DOCUMENT
20744919, ALL IN COOK COUNTY, ILLINOIS. EXCEPTING THEREFROM THE BUILDINGS AND IMPROVEMENTS LOCATED THEREON. A-6




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EXHIBIT A-1 PREMISES (FLOOR PLAN) A-1-1




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EXHIBIT B WORKLETTER This is the Workletter (Workletter) referred to in the foregoing lease (the Lease) made
between SUA INSURANCE COMPANY, an Illinois statutory insurance company, as tenant (Tenant), and
222 SOUTH RIVERSIDE PROPERTY LLC, a Delaware limited liability company, as landlord (Landlord),
relating to Suite  in the building commonly known as 222 South Riverside Plaza,
Chicago, Illinois. Capitalized terms used herein, unless otherwise defined in this Workletter,
shall have the respective meanings assigned to them in the Lease. For and in consideration of the agreement to lease the Premises and the mutual covenants
contained herein and in the Lease, Landlord and Tenant agree as follows: 1.Tenants Work. Tenant shall, at Tenants own cost and expense except for the
Construction Allowance (as hereinafter defined), perform all work (Tenants Work) necessary or
desirable to improve the Premises to a finished condition ready for the conduct of Tenants
business therein. Tenants Work shall include, among other things, the following: (a) Electrical lighting, fixtures and appliances. (b) Floor covering required by Tenant, if any, including any finishes for demising
walls located within the Premises. (c) Ceiling modifications, repairs or upgrades required by Tenant, if any. (d) Wall treatment required by Tenant, if any. (e) Fixtures, decorating and furnishings required by Tenant. (f) Water lines, if any, required by Tenant, from then existing locations in the
Premises to locations desired by Tenant. (g) Doors, door frames and hardware. (h) Plumbing facilities, including fixtures required by Tenant. (i) Equipment and facilities for air conditioning and heating. (j) Door hardware and keying in accordance with the Buildings specifications and
master keying system. (k) Other work to improve the Premises for occupancy which is required or desired by
Tenant. (l) Post-construction final cleaning. B-1




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Tenants Work shall be performed in accordance with Tenants Plans (defined in Section 3(b)(i)
hereof) approved in advance by Landlord, and subject to the other terms and conditions of this
Workletter and to the terms and conditions of the Lease. Tenants Work shall not affect the
structure or systems of the Building except as may be expressly permitted by Landlord. Tenants
Work shall be performed in accordance with, and include work as may be required by, Landlords
Building Standards and Supplementary General Conditions that have been previously provided to
Tenant. 2.Pre-Construction Documentation. (a) Upon execution and delivery of the Lease or as soon as reasonably practical, Tenant
shall submit the following information and items to Landlord: (i) The scheduled commencement date of construction of Tenants Work and the
estimated date of completion of construction. (ii) An itemized statement of estimated construction cost, including permits
and fees and architectural, engineering and contracting fees (the Estimated Cost of
Tenants Work). (iii) Tenant shall deposit with Landlord or with a title company selected by
Landlord cash equal to the amount by which the Estimated Cost of Tenants Work
exceeds the Construction Allowance (Tenants Deposit), as more particularly
described in Section 7 hereof. Tenant agrees to increase the amount of Tenants
Deposit to the extent reasonably required by Landlord from time to time. (b) All contracts with Tenants Contractors (as defined in Section 5(c) below) shall be
subject to the prior written approval of Landlord, which approval shall not be unreasonably
withheld, delayed or conditioned. (c) Tenant shall submit the following information and items to Landlord not less than
five (5) days prior to commencement of construction of Tenants Work: (i) The names and addresses of Tenants Contractors. Landlord shall have the
right to approve Tenants Contractors and Tenant shall employ as Tenants
Contractors only those persons or entities on Landlords approved list from time
to time. (ii) An updated itemized statement of estimated construction cost, including
permits and fees and architectural, engineering and contracting fees. (iii) Certified copies of insurance policies or certificates of insurance as
hereinafter described. Tenant shall not permit Tenants Contractors to commence
work until the required insurance has been obtained and certified copies of policies
or certificates have been delivered to Landlord. B-2




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(iv) A certified copy of a fully executed contract with each of Tenants
Contractors. (v) Such other documents listed in the Landlords Building Standards and
Supplementary General Conditions. (d) Tenant will update such information and items by notice to Landlord of any changes. 3.Submission of Drawings. Tenant shall comply with the following procedure for
approval of Tenants Plans by Landlord: (a) Upon execution of the Lease, Tenant shall deliver to Landlord three (3)
black-and-white prints and one (1) reverse sepia transfer of a preliminary conceptual layout
of the Premises for use in evaluation of space utilization in the Premises (Space Plan)
prepared by an architect licensed in the State of Illinois, selected by Tenant and approved
by Landlord (Tenants Architect). Not more than ten (10) business days after receipt of
the Space Plan, Landlord shall notify Tenant either of its approval thereof, or of the
changes required. If Landlord notifies Tenant that changes are required, Tenant shall
promptly thereafter submit to Landlord, for its approval, a Space Plan amended by Tenant and
Tenants Architect in accordance with the changes so required. Landlord shall notify Tenant
of its approval or disapproval of the amended Space Plan within ten (10) business days of
Landlords receipt thereof and Tenant shall have any changes to the Space Plan required by
Landlord made promptly after the date Tenant receives notice thereof. (b) Promptly after the later of Landlords approval of the Space Plan and Landlords
receipt of an amended Space Plan, as the case may be, Tenant shall deliver to Landlord for
its approval, which approval shall not be unreasonably withheld, three (3) black-and-white
prints and one (1) reverse sepia transfer of Tenants Plans prepared by Tenants Architect
based on the approved Space Plan. (i) Tenants Plans means the plans and specifications (including
architectural, mechanical and electrical working drawings) for the supply,
installation and finishing in the Premises of Tenants Work, including without
limitation all partitions; doors and hardware; ceilings; wiring, lights and
switches; heating, cooling and ventilation equipment and controls; telephone and
electrical outlets; floor covering; drapes; built-ins; plumbing and fixtures; fire
protection, fire warning and security systems; and other equipment and facilities
attached to and forming part of the Building. (ii) Tenants Plans shall be prepared at Tenants sole cost and expense by
Tenants Architect. Tenant shall pay all fees and costs of Landlords architect and
engineer in reviewing the Space Plan, Tenants Plans, specifications and drawings in
the event such review is required by Landlord in its reasonable discretion. B-3




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(iii) Not more than ten (10) business days after receipt by Landlord of the
Tenants Plans, Landlord shall notify Tenant either of its approval thereof or of
changes required, and of any modifications required. If Landlord notifies Tenant
that changes are required, Tenant shall promptly submit to Landlord, for its
approval, which approval shall not be unreasonably withheld, Tenants Plans amended
by Tenant and Tenants Architect in accordance with the changes so required.
Landlord shall notify Tenant of its approval or disapproval of the amended Tenants
Plans within ten (10) business days after Landlords receipt thereof and Tenant
shall have any changes to the Tenants Plans required by Landlord promptly made.
Upon Landlords notification to Tenant of approval by Landlord of Tenants Plans,
Tenant shall promptly submit Tenants Plans for pricing and to appropriate
authorities for the issuance of a building permit. (iv) Approvals or disapprovals on behalf of Landlord may be given by Landlord,
Landlords Building manager (Manager) or such architect or other representative as
any of such persons may from time to time designate. Landlord shall give reasons
for any disapproval. Landlords approval shall not constitute an assumption by
Landlord of responsibility for the accuracy or sufficiency of Tenants Plans, for
compliance with law or performance standards or otherwise. Tenant shall submit any
changes to Tenants Plans to Landlord for approval before commencing any work with
respect to such changes. Unless otherwise agreed by Landlord, all drawings provided
by Tenant hereunder shall be of uniform size not exceeding 30 x 42 and to a
minimum scale of one eighth inch equals one foot. 4.Delivery of Premises; Commencement of Tenants Work. (a) Landlord shall deliver the Premises to Tenant in their as is condition on the
next business day following full execution and delivery of the Lease. Landlord will be
responsible for constructing the common corridor (Landlords Work) using Building standard
materials. Landlord will perform Landlords Work concurrently with Tenants Work. Tenant
agrees for itself and its agents, representatives, employees, suppliers, contractors,
subcontractors, workmen, mechanics, and suppliers, that all such parties shall work in
harmony and not unreasonably interfere with Landlord and Landlords agents, representatives,
employees, suppliers, contractors, subcontractors, mechanics, and workmen in doing the
Landlords Work in the Premises or work for other tenants and occupants of the Building.
Landlord agrees for itself and its agents, representatives, workmen, mechanics and suppliers
that all such parties shall work in harmony and not unreasonably interfere with Tenant and
Tenants agents, representatives, employees, suppliers, contractors, subcontractors,
mechanics, and workmen in doing the Tenant Work. All of the terms and provisions of the
Lease shall be binding upon Tenant from and after the date on which Tenant takes possession
of the Premises except that Rent shall accrue only from and after the Commencement Date or
the date Tenant commences its business operations in the Premises, whichever shall first
occur. B-4




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(b) No construction work shall be undertaken or commenced by Tenant in the
Premises until: (i) Tenants Plans have been submitted to and approved by Landlord, (ii) all governmental approvals and permits required for the commencement of
Tenants Work have been obtained by Tenant, and evidence thereof has been provided
to Landlord, (iii) all required insurance coverages have been obtained by Tenant, and
evidence thereof provided to Landlord, (iv) Tenant shall have delivered Tenants Deposit, if applicable, to Landlord
or to a title company selected by Landlord pursuant to Section 7 hereof; (v) items required to be submitted to Landlord prior to commencement of
construction of Tenants Work have been so submitted and have been approved, where
required, and (vi) Landlord has given written notice that the work can proceed, subject to
such reasonable conditions as Landlord may impose. Landlord agrees to give such
notice (and inform Tenant of such reasonable conditions (if any)) promptly after
Tenant satisfies the requirements of subparagraphs 4(b)(i)-(v). 5.Standards of Design and Construction of Tenants Work and Conditions of Tenants
Performance. All work done in or upon the Premises by Tenant shall be done according to the
standards set forth in this Section 5, except as the same may be modified on Tenants Plans
approved by or on behalf of Landlord. (a) All design and construction shall comply with all applicable statutes, ordinances,
regulations, laws, codes and industry standards. Approval by Landlord of Tenants Plans
shall not constitute a waiver of this requirement or assumption by Landlord of
responsibility for compliance. Where several sets of the foregoing laws, codes and
standards must be met, the strictest shall apply where not prohibited by another law, code
or standard. Tenant shall cause Tenants Architect to become familiar with the foregoing
design criteria and with all construction procedures which may be established by Landlord
for the Building in order to permit completion of proper and adequate architectural,
mechanical, electrical, plumbing and fire protection working drawings for Tenants Work in
conformity with the standards provided for herein and in order to assure proper coordination
of Tenants Work with the construction of other tenants premises in the Building. (b) Tenant shall, at its own cost and expense, obtain all required building permits and
when construction has been completed shall, at its own cost and expense, obtain an occupancy
permit for the Premises, which shall be delivered to Landlord. B-5




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(c) Tenant shall competitively bid Tenants Work provided all contractors and
subcontractors engaged by or on behalf of Tenant for construction of Tenants Work
(collectively, Tenants Contractors) shall be on Landlords approved list and shall be
licensed contractors, possessing good labor relations, capable of performing quality
workmanship and working in harmony with Landlords employees, contractors and subcontractors
and with other contractors and subcontractors on the job site. All work shall be
coordinated with any general construction work in the Building in order not to adversely
affect other work being performed by or for Landlord or its contractors and subcontractors. (d) Landlord shall have the right, but not the obligation, to perform, on behalf of and
for the account of Tenant, subject to reimbursement by Tenant for the reasonable actual
costs thereof without any profit to Landlord, any work (i) which Landlord deems necessary to
be done on an emergency basis or (ii) which pertains to structural components of the
Building or (iii) which pertains to the Buildings mechanical, electrical, plumbing and fire
protection systems or (iv) which pertains to the erection of temporary safety barricades or
signs during construction or (v) which pertains to patching of Tenants Work and other work
in the Building. If Landlord elects to exercise its rights under clauses (ii) or (iii) of
this Section 5(d), Landlord agrees to give Tenant reasonable prior notice and to consult
with Tenant about the completion of such work so as to minimize Tenants costs without
adversely impacting the Buildings structural components or mechanical, electrical, plumbing
or fire protection systems. (e) Tenant shall use only new, first-class materials in Tenants Work, except where
explicitly shown in Tenants Plans approved by Landlord. On completion of Tenants Work,
Tenant shall provide or cause to be provided to Landlord warranties of at least one (1) year
duration from the date of completion against defects in workmanship and materials on all
work performed and equipment installed in the Premises as part of Tenants Work. (f) Tenants Contractors, in performing work, shall not interfere with other tenants
and occupants of the Building. Tenant shall take all reasonable precautionary steps to
protect its facilities and the facilities of others affected by Tenants Work and to
properly police same. Construction equipment and materials are to be kept within the
Premises and delivery and loading of equipment and materials shall be done at such locations
and at such time as Landlord shall direct so as not to burden the construction or operation
of the Building. (g) Landlord shall have the right to order Tenant or any of Tenants Contractors who
have violated the requirements imposed on Tenant or Tenants Contractors pursuant to this
Workletter to cease work and remove its equipment and employees from the Building unless
Tenant or Tenants Contractors, as the case may be, immediately complies with such
requirements. Landlord agrees to give Tenant notice not later than the end of the prior
working day before exercising such rights. B-6




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(h) Tenant shall pay Landlord for the reasonable cost of (i) all work performed by
Landlord on behalf of Tenant, (ii) all materials or labor furnished on Tenants behalf, and
(iii) all other amounts required to be paid by Tenant to Landlord, within thirty (30) days
from the date of Landlords invoice therefor. (i) Charges for any service (including, without limitation, electricity, water, HVAC or
freight elevator operator (if any) employed during the pendency of the performance of
Tenants Work and the like) to Tenant or the Premises shall be the responsibility of Tenant
from the date Tenant is obligated to commence or commences Tenants Work. Tenant shall pay
Landlords contractors and Landlord their respective charges for such services and all other
support services which may be provided by Landlords contractors or by Landlord. All use of
freight elevators is subject to scheduling by Landlord and to charges established by
Landlord for the reimbursement of Landlords actual, direct costs for Tenants use of the
freight elevators after the normal business hours of the Building. Tenant shall ensure that
Tenants contractors remove all construction debris and shall not place debris in the
Buildings waste containers. (j) Tenant shall permit access to the Premises, and Tenants Work shall be subject to
inspection by Landlord, Manager and Landlords architects, contractors and other
representatives, at all times during the period when Tenants Work is being constructed and
installed and following completion of Tenants Work. (k) Subject only to circumstances over which Tenant has no control and which could not
have been avoided by Tenant by the exercise of due diligence, Tenant shall proceed with its
work expeditiously, continuously and efficiently, and shall complete the same prior to the
Commencement Date. Tenant shall notify Landlord upon completion of Tenants Work. (l) In addition, upon completion of Tenants Work, Tenant shall notify Landlord and
shall furnish Landlord with final waivers of liens and contractors affidavits, in such form
as may be required by Landlord, Landlords title insurance company or construction lender,
from all parties performing labor or supplying materials or services in connection with
Tenants Work showing that all of said parties have been compensated in full and waiving all
liens in connection with the Premises and Building. Tenant shall furnish partial waivers of
liens and contractors affidavits to Landlord from time to time during the course of
construction upon Landlords request covering those portions of such labor, materials and
services which have been performed and supplied. Tenant shall submit to Landlord a detailed
breakdown of Tenants total construction costs, together with such evidence of payment as is
reasonably satisfactory to Landlord. (m) Tenant shall have no authority to deviate in any material respect from Tenants
Plans in performance of Tenants Work, except as approved by Landlord and its designated
representative in writing which approval shall not be unreasonably withheld to the extent
that the requested deviation from Tenants Plans does not affect the Buildings structure or
systems. Upon completion of Tenants Work, Tenant shall furnish to Landlord as-built
drawings of Tenants Work. B-7




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(n) Landlord shall, at Landlords cost, have the right to run roof drainage lines,
utility lines, pipes, conduits, duct work and component parts of all mechanical and
electrical systems where necessary or desirable through the Premises, to repair, alter,
replace or remove the same, and to require Tenant to install and maintain proper access
panels thereto. (o) Tenant shall impose on and enforce all applicable terms of this Workletter against
Tenants Contractors, Tenants Architect and Tenants engineer. (p) Tenant and Tenants employees shall not be permitted to occupy the Premises for the
purpose of conducting Tenants business therein until Landlords architect reasonably
confirms that Tenants Work has been substantially completed in accordance with the approved
Tenants Plans. Landlord agrees that it shall use reasonable efforts to obtain such
confirmation within two (2) business days after Tenants written request therefor. 6.Insurance and Indemnification. (a) In addition to any insurance which may be required under the Lease, Tenant shall
secure, pay for and maintain or cause Tenants Contractors to secure, pay for and maintain
during the continuance of construction and fixturing work within the Building or Premises,
insurance in the following minimum coverages and limits of liability: (i) Workmens Compensation and Employers Liability Insurance with limits of
not less than $500,000.00 and as required by any Employee Benefit Acts or other
statutes applicable where the work is to be performed as will protect Tenants
Contractors from liability under the aforementioned acts. (ii) Comprehensive General Liability Insurance (including Contractors
Protective Liability) in an amount not less than $2,000,000.00 per occurrence,
whether involving bodily injury liability (or death resulting therefrom) or
property damage liability, or a combination thereof, with a minimum aggregate limit
of $2,000,000.00, and with umbrella coverage with limits not less than
$5,000,000.00. Such insurance shall provide for explosion and collapse, completed
operations coverage and broad form blanket contractual liability coverage and shall
insure Tenants Contractors against any and all claims for bodily injury, including
death resulting therefrom, and damage to the property of others arising from its
operations under the contracts, whether such operations are performed by Tenants
Contractors or by anyone directly or indirectly employed by any of them. (iii) Comprehensive Automobile Liability Insurance, including the ownership,
maintenance and operation of any automotive equipment, owned, hired, or non-owned in
an amount not less than $500,000.00 for each person in one accident, and
$1,000,000.00 for injuries sustained by two or more persons in B-8




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any one accident and property damage liability in an amount not less than
$1,000,000.00 for each accident. Such insurance shall insure Tenants Contractors
against any and all claims for bodily injury, including death resulting therefrom,
and damage to the property of others arising from its operations under the
contracts, whether such operations are performed by Tenants Contractors, or by
anyone directly or indirectly employed by any of them. (iv) All-risk builders risk insurance upon the entire Tenants Work to the
full insurable value thereof. This insurance shall include the interests of
Landlord and Tenant (and their respective contractors and subcontractors of any tier
to the extent of any insurable interest therein) in the Tenants Work and shall
insure against the perils of fire and extended coverage and shall include all-risk
builders risk insurance for physical loss or damage including, without duplication
of coverage, theft, vandalism and malicious mischief. If portions of the Tenants
Work are stored off the site of the Building or in transit to said site are not
covered under said all-risk builders risk insurance, then Tenant shall effect and
maintain similar property insurance on such portions of Tenants Work. Any loss
insured under said all-risk builders risk insurance is to be adjusted with
Landlord and Tenant and made payable to Landlord as trustee for the insureds, as
their interests may appear, subject to the agreement reached by said parties in
interest, or in the absence of any such agreement, then in accordance with a final,
non-appealable order of a court of competent jurisdiction. If after such loss no
other special agreement is made, the decision to replace or not replace any such
damaged Tenants Work shall be made in accordance with the terms and provisions of
the Lease. The waiver of subrogation provisions contained in the Lease shall apply
to the all-risk builders risk insurance policy to be obtained by Tenant pursuant
to this paragraph. All policies (except the workmens compensation policy) shall be endorsed to include as
additional insured parties Landlord and its officers, directors, partners, employees and agents,
Manager, Landlords contractors, Landlords architects, and such additional persons as Landlord may
designate. Said endorsements shall also provide that all additional insured parties shall be given
not less than ten (10) days prior written notice of any material reduction of coverage and shall
provide that the insurance coverage afforded to the additional insured parties thereunder shall be
primary to any insurance carried independently by said additional insured parties. At Tenants
request, Landlord shall furnish a list of names and addresses of parties to be named as additional
insureds. The insurance policies required hereunder shall be considered as the primary insurance
and shall not call into contribution any insurance maintained by Landlord. Additionally, where
applicable, each policy shall contain a cross-liability and severability of interest clause. (b) Without limitation of the indemnification provisions contained in the Lease, Tenant
agrees to indemnify, protect, defend and hold harmless Landlord, Manager, Landlords
contractors, Landlords architects and their officers, directors, partners, agents and
employees from and against all claims, liabilities, losses, damages and expenses of whatever
nature arising out of or in connection with Tenants Work or B-9




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the entry of Tenants Contractors into the Building and the Premises, including,
without limitation, the cost of any repairs to the Premises or Building necessitated by
activities of Tenants Contractors and bodily injury to persons or damage to the property of
Tenant, its employees, agents, invitees, licensees or others. It is understood and agreed
that the foregoing indemnity shall be in addition to the insurance requirements set forth
above and shall not be in discharge of or in substitution for same. 7.Construction Allowance. Landlord shall reimburse Tenant for up to $1,499,220.00
(being $60.00 per square foot of rentable area of the Premises) (the Construction Allowance) of
the Cost of Tenants Work (as hereinafter defined). Tenant shall pay the amount by which the Cost
of Tenants Work exceeds the Construction Allowance, and shall, prior to commencement of Tenants
Work, deliver Tenants Deposit to Landlord or at Landlords option, into a construction escrow
account with a title company, pursuant to escrow instructions approved by Landlord and Tenant. The
cost of the construction escrow shall be borne by Tenant. Tenants failure to pay Tenants Deposit
to Landlord within five (5) days after Landlords written demand therefor shall be a Default under
the Lease entitling Landlord to exercise all of its rights and remedies in connection therewith.
The Construction Allowance or portions thereof, as payments are requested, shall be paid by
Landlord or, at Landlords option, deposited periodically into the construction escrow described in
the foregoing sentence. The Construction Allowance and Tenants Deposit shall be paid out to
Tenant based upon ninety percent (90%) of the value of the work for which payment is requested to
reimburse Tenant for the Cost of Tenants Work. Prior to the payment of any portion of the
Construction Allowance or Tenants Deposit, Tenant shall deliver, or shall cause to be delivered to
Landlord and the construction escrowee (if any) evidence that the work for which reimbursement is
then being requested has been performed and in some instances paid for by Tenant, which evidence
shall include executed lien waivers, architects certificates, contractors statements, and owners
statements covering the work for which reimbursement is requested from time to time, and such other
documentation as may be requested by Landlord or the escrowee. Landlord covenants that it will
make disbursements of the Construction Allowance or Tenants Deposit within thirty (30) days after
Landlords designated due date. Funds paid to Tenant from Landlord or the construction escrowee
shall be deemed to be paid out of the Construction Allowance until the full amount of the
Construction Allowance has been disbursed. In no event shall Landlord be required to make more
than one disbursement of the Construction Allowance or Tenants Deposit during any single calendar
month. Tenant acknowledges that any request for payment of the Construction Allowance must be
delivered to Landlord, together with executed lien waivers, architects certificates, contractors
statements and owners statements covering the work for which reimbursement is then being
requested, no later than the last business day of the sixth (6th) full month following the
Commencement Date. Upon Tenants completion of Tenants Work and delivery to Landlord of final
lien waivers, as-built plans and other evidence reasonably required by Landlord to confirm Tenants
Work has been completed and fully paid for, Landlord shall, promptly after written request from
Tenant, (a) disburse to Tenant any portion of the Construction Allowance to which Tenant has
satisfied the requirements for disbursement but which was withheld by Landlord as the ten percent
(10%) retainage, and (b) return to Tenant any portion of Tenants Deposit not theretofore applied
toward the Cost of Tenants Work. A portion of the Construction Allowance can be used to pay for
furniture, office equipment, FF&E, or other items of personal property. Provided Tenant is not in
default under the Lease, and further B-10




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provided that Tenant has spent at least $999,480.00 ($40.00 per square foot of rentable area
of the Premises) on the total Cost of Tenants Work, Tenant shall be entitled to a rent credit or
abatement on account of such excess Construction Allowance in an amount not to exceed $499,740.00
($20.00 per square foot of rentable area of the Premises) on Rent next due under the Lease. 8.Cost of Tenants Work. Cost of Tenants Work shall mean costs of all labor and
materials, general contractors fees and any permit or license fees necessary for completion of
construction of Tenants Work, and shall include (a) a supervisory fee payable to Landlords
property manager equal to $12,493.50 ($.50 multiplied by the number of square feet in the Premises)
to compensate Landlord for Landlords supervision of Tenants Work and (b) the reimbursement of
Landlords actual out-of-pocket costs incurred to review Tenants Plans for Landlords review of
Tenants Plans and supervision of Tenants Work. 9.Miscellaneous. (a) Charges due from Tenant to Landlord pursuant to this Workletter, if any, may be
deducted by Landlord from any payment of the Construction Allowance provided Landlord has
delivered reasonable evidence of such charges to Tenant. (b) If Tenants Plans require the construction and installation of more fire hose
cabinets or telephone/electrical closets than the number regularly provided by Landlord in
the portion of the Building in which the Premises are located, Tenant shall pay all costs
and expenses arising from the construction and installation of such additional fire hose
cabinets or telephone/electrical closets. (c) This Workletter shall not be deemed applicable to any additional office space added
to the original Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original Premises or any additions thereto in
the event of a renewal or extension of the original Term of the Lease, whether by any
options under the Lease or otherwise, unless expressly so provided in the Lease or any
amendment or supplement thereto. (d) With respect to any amounts owed by Tenant hereunder and not paid when due or
Tenants failure to perform its obligations hereunder, Landlord shall have all of the rights
and remedies granted to Landlord under the Lease for non-payment by Tenant of any amounts
owed thereunder or failure by Tenant to perform its obligations thereunder. [END OF WORKLETTER] B-11




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EXHIBIT C RULES AND REGULATIONS 1. The sidewalks, entry passages, corridors, halls, elevators and stairways shall not be
obstructed by Tenant or used for any purpose other than that of ingress and egress. The floors,
skylights and windows that reflect or admit light into any place in the Building shall not be
covered or obstructed by Tenant. The toilets, drains and other water apparatus shall not be used
for any other purpose than those for which they were constructed and no rubbish or other
obstructing substances shall be thrown therein. 2. No advertisement, signs, pictures, placards or other notice shall be inscribed, painted or
affixed on any part of the outside or inside of the Building, except upon the doors, and of such
order, size and style, and at such places, as shall be approved and designated by Landlord.
Interior signs on doors will be ordered for Tenant by Landlord, the cost thereof to be charged to
and paid for by Tenant. 3. Tenant shall not do or permit to be done in the Premises, or bring or keep anything
therein, which shall in any way increase the rate of insurance carried by Landlord on the Building,
or on the Property, or obstruct or interfere with the rights of other tenants or in any way injure
or annoy them, or violate any applicable laws, codes or regulations. Tenant, its agents, employees
or invitees shall maintain order in the Premises and the Building, shall not make or permit any
improper noise in the Premises or the Building or interfere in any way with other tenants, or those
having business with them. Nothing shall be thrown by Tenant, its clerks or servants, out of the
windows or doors, or down the passages or skylights of the Building. No rooms shall be occupied or
used as sleeping or lodging apartments at any time. No part of the Building shall be used or in any
way appropriated for gambling, immoral or other unlawful practices, and no intoxicating liquor or
liquors shall be sold in the Building. 4. Tenant shall not employ any persons other than the janitors of Landlord (who will be
provided with pass-keys into the offices) for the purpose of cleaning or taking charge of the
Premises, except as may be specifically provided otherwise in the Lease. 5. No animals, birds, bicycles or other vehicles shall be allowed in the offices, halls,
corridors, elevators or elsewhere in the Building, without the approval of Landlord. 6. No painting shall be done, nor shall any alterations be made to any part of the Building or
the Premises by putting up or changing any partitions, doors or windows, nor shall there be any
nailing, boring or screwing into the woodwork or plastering, nor shall any connection be made in
the electric wires or gas or electric fixtures, without the consent in writing on each occasion of
Landlord. All glass, locks and trimmings in or upon the doors and windows of the Building shall be
kept whole and, when any part thereof shall be broken by Tenant or Tenants agent, the same shall
be immediately replaced or repaired by Tenant (subject to Tenants compliance with Section 23 of
the Lease) and put in order under the direction and to the satisfaction of Landlord, or its agents,
and shall be kept whole and in good repair. Tenant shall C-1




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not injure, overload, or deface the Building, the woodwork or the walls of the Premises, nor
carry on upon the Premises any noxious, noisy or offensive business. 7. Tenant shall procure and pay for all keys for the Premises and Tenant shall deliver
duplicates of all keys to Landlord at Tenants expense. No additional locks or latches shall be
put upon any door and no locks shall be changed without the written consent of Landlord. Tenant, at
the termination of their Lease, shall return to Landlord all keys to doors in the Building. Tenant
shall not alter locks or install new locks without approval from Landlord. 8. Landlord in all cases retains the power to prescribe the weight and position of iron safes
or other heavy articles. Tenant shall make arrangements with the superintendent of the Building
when the elevator is required for the purpose of the carrying of any kind of freight. 9. The use of burning fluid, camphene, benzine, kerosene or anything except gas or
electricity, for lighting the Premises, is prohibited. No offensive gases or liquids will be
permitted. 10. If Tenant desires blinds, coverings or drapes over the windows, they must be of such
shape, color and material as may be prescribed by Landlord, and shall be erected only with
Landlords consent and at the expense of Tenant. No awnings shall be placed on the Building.
Window covering shall be closed when the effect of sunlight would impose unnecessary loads on the
air conditioning system. 11. All wiring and cabling work shall be done only by contractors approved in advance by
Landlord and Landlord shall have the right to have all such work supervised by Building
engineering/maintenance personnel. No antenna or cabling shall be installed on the roof or
exterior walls of the Building. 12. At Landlords discretion, Landlord may hire security personnel for the Building, and every
person entering or leaving the Building may be questioned by such personnel as to the visitors
business in the Building and shall sign his or her name on a form provided by the Building for so
registering such persons. Landlord shall have no liability with respect to breaches of the Building
security, if any. 13. Landlord shall have the right, exercisable without notice and without liability to Tenant,
to change the name or street address of the Building or the room or suite number of the Premises. 14. The freight elevator shall be available for use by all tenants in the Building subject to
such reasonable scheduling as Landlord in its discretion shall deem appropriate. The persons
employed to move such equipment in or out of the Building must be acceptable to Landlord and any
costs incurred by Landlord shall be reimbursed by Tenant. 15. Canvassing, peddling, soliciting and distribution of handbills or any other written
materials in the Building are prohibited and each tenant shall cooperate to prevent the same. C-2




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16. Each tenant shall ensure that all doors to its premises are locked and all water faucets
or apparatus and office equipment are shut off before the tenant or its employees leave such
premises at night. On multiple tenancy floors, all tenants shall keep the doors to the Building
corridors closed at all times except for ingress and egress. 17. The toilets, urinals, wash bowls and other restroom facilities shall not be used for any
purpose other than for which they were constructed, no foreign substance of any kind whatsoever may
be thrown therein and the expense of any breakage, stoppage or damage resulting from a violation of
this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it. 18. Each tenant shall store its refuse within its Premises. No material shall be placed in
the refuse boxes or receptacles if such material is of such a nature that it may not be disposed of
in the ordinary and customary manner of removal without being in violation of any law or ordinance
governing such disposal. 19. Landlord reserves the right to make such other and reasonable rules and regulations as in
its judgment may from time to time be needed for the safety, care and cleanliness of the Building
and for the preservation of good order therein. C-3




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EXHIBIT D INTENTIONALLY OMITTED D-1




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EXHIBIT E FORM OF LETTER OF CREDIT _______________, 20__ IRREVOCABLE STAND-BY LETTER OF CREDIT CREDIT NUMBER:
 EXPIRY:
 APPLICANT:
    
    
    
    BENEFICIARY:222 South Riverside Property LLCc/o Beacon Capital PartnersOne Federal Street, 26th FloorBoston, Massachusetts 02110Attn: General Counsel
 AMOUNT:
 We hereby issue in your favor our Irrevocable Standby Letter of Credit number
_____________________-________ (the Credit) which is available by your draft(s) drawn on us at
sight accompanied by the following document(s): A sworn and notarized statement duly signed by an authorized representative of Beneficiary stating:
THE UNDERSIGNED IS ENTITLED TO DRAW UPON THIS CREDIT IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN
LEASE DATED __________________, 20__, , BY AND BETWEEN 222 SOUTH RIVERSIDE PROPERTY LLC AND
______________________ THE LEASE OF CERTAIN SPACE LOCATED AT 222 SOUTH RIVERSIDE PLAZA, CHICAGO,
ILLINOIS. Partial drawings shall be permitted. If a drawing in respect of payment is made by you hereunder at or prior to 11:00 A.M. (Central
Standard Time) on a Business Day (defined below), and provided that such drawing and the statement
presented in connection therewith conform to the terms and conditions hereof, payment shall be made
to you of the amount specified, in immediately available funds, on the same Business Day. If a
drawing in respect of payment is made by you hereunder after 11:00 A.M. (Central Standard Time), on
a Business Day, and provided that such drawing and the statement presented in connection therewith
conform to the terms and conditions hereof, payment shall be made to you in the amount specified,
in immediately available funds, on the next Business Day. If requested by you, payment under this
Credit may be made by deposit of immediately available funds into a designated account that you
maintain with the Bank or by E-1




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wire transfer directly to an account designated by Beneficiary. As used herein Business Day
shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the
jurisdiction in which the Bank is located are authorized or required by law to close. This Credit is transferable in its entirety (but not in part) to the landlord (and its successors
and assigns) under that certain Lease dated _________, 20__, by and between 222 South Riverside
Property LLC, as landlord, and Applicant, as tenant, for the lease of certain space located at 222
South Riverside Plaza, Chicago, Illinois, 60606, as the same may be amended or modified from time
to time. This Credit shall automatically renew itself (subject to reduction in amounts as hereinafter set
forth) from year to year commencing on the first anniversary of the date hereof, unless and until
the undersigned shall have given sixty (60) days prior written notice by certified mail, return
receipt requested, to (i) the Beneficiary at its address set forth above, and (ii) 222 South
Riverside Property LLC, c/o The John Buck Company, 222 South Riverside Plaza, Chicago, Illinois
60606, Attention: Property Manager, of the undersigneds intent not to renew this Credit at the
expiration of such sixty (60) day period. Beneficiary shall have the right to change its notice
address from time to time by delivering written notice thereof to the undersigned. During said
sixty (60) day notice period, this Credit shall remain in full force and effect and Beneficiary may
draw up to the full amount of the sum when accompanied by a statement described in the second
paragraph of this Credit. Each draft drawn under this Credit must state: Drawn under ________________________, Chicago,
Illinois, Reference No. ______-___________________. We hereby engage with you that draft(s) drawn under and in compliance with the terms of this Credit
will be duly honored on presentation. This Credit sets forth in full the terms of our undertaking and such an undertaking shall not in
any way be modified or amplified by reference to any documents, instruments or agreements referred
to herein, or in which this Credit is referred to or to which this Credit relates and any such
reference shall not be deemed to incorporate herein by reference any such documents, instruments or
agreements. This Credit is issued subject to the International Standby Practices 1998 (ISP 98), International
Chamber of Commerce Publication No. 590. BankAuthorized Signature
 E-2




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EXHIBIT F COMMENCEMENT DATE LETTER This Commencement Date Letter is by and between 222 South Riverside Property LLC (Landlord)
and ___(Tenant). 1. The Lease Term commenced on . 2. The Lease Term will expire on . 3. Tenant acknowledges that Tenants Work has been completed in accordance with the Plans and
Specifications and accepts such Work, subject to any punch list items being completed. 4. [Construction Allowance] Tenant, further, acknowledges that any obligation of Landlord to
Tenant in connection with the Work and all other conditions precedent to the commencement of the
Lease Term have occurred and that the Lease is in full force and effect. 5. There are no existing defenses or offsets which, as of the date hereof, Tenant has against
the enforcement of the Lease by Landlord. EXECUTEDon the  day of , 200_. 222 SOUTH RIVERSIDE PROPERTY LLC, a Delaware limited liability companyBy:
    
    BCSP III Illinois Manager LLC, a Delaware limited liability company, its ManagerBy:
    
    Beacon Capital Strategic Partners III, L.P., a Delaware limited partnership, its sole memberBy:
    
    BCP Strategic Partners III, LLC, a Delaware limited liability company, its General PartnerBy:
    
    Beacon Capital Partners, LLC, a Delaware limited liability company, its ManagerBy:Name:Title:
 F-1




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TENANT:, a(n)
 By:Name:Title:
 F-2