Exhibit
10.20


 




 





LEASE
AGREEMENT


 


 


BETWEEN


 


ONE NORTH
LASALLE PROPERTIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY,


 


AS
LANDLORD,


 


AND


 


eCOLLEGE.com,


A DELAWARE
CORPORATION,


 


AS TENANT


 


DATED:  DECEMBER 14, 2004


 




 
























 


TABLE OF
CONTENTS


 


 


	
  LEASE INFORMATION SUMMARY

  	
   

  
	
   

  	
   

  
	
  1. LEASE GRANT

  	
   

  
	
   

  	
   

  
	
  2. TERM

  	
   

  
	
  2.1. Commencement Date

  	
   

  
	
  2.2.
  Condition of Premises

  	
   

  
	
   

  	
   

  
	
  3. RENT

  	
   

  
	
  3.1. Base Rent

  	
   

  
	
  3.2. Additional Rent

  	
   

  
	
  3.3. Payment

  	
   

  
	
   

  	
   

  
	
  4.
  SECURITY DEPOSIT

  	
   

  
	
  4.1. Cash

  	
   

  
	
  4.2. INTENTIONALLY DELETED

  	
   

  
	
  4.3. INTENTIONALLY DELETED

  	
   

  
	
   

  	
   

  
	
  5. LANDLORD’S OBLIGATIONS

  	
   

  
	
  5.1. Services

  	
   

  
	
  5.2. Utilities

  	
   

  
	
  5.3. Excess Utility Use

  	
   

  
	
  5.4. Restoration of Services

  	
   

  
	
   

  	
   

  
	
  6. IMPROVEMENTS;
  ALTERATIONS; REPAIRS; MAINTENANCE

  	
   

  
	
  6.1. Improvements; Alterations

  	
   

  
	
  6.2. Repairs and Maintenance

  	
   

  
	
  6.3. Performance of Work

  	
   

  
	
  6.4. Mechanic’s Liens

  	
   

  
	
   

  	
   

  
	
  7. USE

  	
   

  
	
   

  	
   

  
	
  8. ASSIGNMENT AND SUBLETTING

  	
   

  
	
  8.1. Transfers; Consent

  	
   

  
	
  8.2. Recapture

  	
   

  
	
  8.3. Additional Compensation

  	
   

  
	
   

  	
   

  
	
  9. INSURANCE;
  WAIVERS; SUBROGATION; INDEMNITY

  	
   

  
	
  9.1. Insurance

  	
   

  
	
  9.2. Waiver of
  Negligence; No Subrogation

  	
   

  
	
  9.3. Indemnity by Tenant

  	
   

  
	
  9.4. Landlord’s Insurance

  	
   

  
	
  9.5. Indemnity by Landlord

  	
   

  
	
   

  	
   

  
	
  10. SUBORDINATION;
  ATTORNMENT; NOTICE TO LANDLORD’S MORTGAGEE

  	
   

  
	
  10.1. Subordination

  	
   

  
	
  10.2. Attornment

  	
   

  
	
  10.3. Notice to Landlord’s
  Mortgagee

  	
   

  
	
   

  	
   

  
	
  11. RULES AND REGULATIONS

  	
   

  
	
   

  	
   

  
	
  12. CONDEMNATION

  	
   

  
	
  12.1. Total Taking

  	
   

  



 


i





















 


	
  12.2. Partial Taking — Tenant’s Rights

  	
   

  
	
  12.3. Partial Taking — Landlord’s Rights

  	
   

  
	
  12.4. Award

  	
   

  
	
   

  	
   

  
	
  13. FIRE OR OTHER CASUALTY

  	
   

  
	
  13.1. Landlord’s Rights

  	
   

  
	
  13.2. Repair Obligation

  	
   

  
	
   

  	
   

  
	
  14. PERSONAL PROPERTY TAXES

  	
   

  
	
   

  	
   

  
	
  15. DEFAULT

  	
   

  
	
  15.1. Events of Default

  	
   

  
	
  15.2. Default Interest

  	
   

  
	
   

  	
   

  
	
  16. REMEDIES

  	
   

  
	
  16.1. Right To Terminate

  	
   

  
	
  16.2. Receipt Of Money After
  Termination

  	
   

  
	
  16.3. Recovery Of Damages

  	
   

  
	
  16.4. Right To Re-Enter

  	
   

  
	
  16.5. Independent Covenant

  	
   

  
	
  16.6. Legal Expenses

  	
   

  
	
   

  	
   

  
	
  17. PAYMENT BY TENANT;
  NON-WAIVER

  	
   

  
	
  17.1. Payment by Tenant

  	
   

  
	
  17.2. No Waiver

  	
   

  
	
   

  	
   

  
	
  18. SURRENDER OF PREMISES

  	
   

  
	
   

  	
   

  
	
  19. HOLDING OVER

  	
   

  
	
   

  	
   

  
	
  20. CERTAIN RIGHTS
  RESERVED BY LANDLORD

  	
   

  
	
   

  	
   

  
	
  21. MISCELLANEOUS

  	
   

  
	
  21.1. Landlord Transfer

  	
   

  
	
  21.2. Landlord’s Liability

  	
   

  
	
  21.3. Force Majeure

  	
   

  
	
  21.4. Brokerage

  	
   

  
	
  21.5. Estoppel Certificates

  	
   

  
	
  21.6. Notices

  	
   

  
	
  21.7. Severability

  	
   

  
	
  21.8. Amendments; Binding Effect

  	
   

  
	
  21.9. Quiet Enjoyment

  	
   

  
	
  21.10. No Merger

  	
   

  
	
  21.11. No Offer

  	
   

  
	
  21.12. Entire Agreement;
  Governing Law

  	
   

  
	
  21.13. Calendar Days

  	
   

  
	
  21.14. Prohibition
  Against Leasehold Mortgages

  	
   

  
	
  21.15. Waiver of Trial by Jury

  	
   

  
	
  21.16. Landlord’s Remedies
  Cumulative

  	
   

  
	
  21.17. Prohibition Against
  Recordation

  	
   

  
	
  21.18. INTENTIONALLY DELETED

  	
   

  
	
  21.19. Joint and Several
  Liability

  	
   

  
	
  21.20. Corporate Tenants

  	
   

  
	
  21.21. Opton to Renew

  	
   

  
	
  21.22. Right of First Offer

  	
   

  



 


ii





















 


	
  EXHIBIT A

  	
  -

  	
  OUTLINE OF PREMISES

  
	
  EXHIBIT B

  	
  -

  	
  BUILDING RULES AND
  REGULATIONS

  
	
  EXHIBIT C

  	
  -

  	
  HVAC SPECIFICATIONS

  
	
  EXHIBIT D

  	
  -

  	
  ESTOPPEL CERTIFICATE

  
	
  EXHIBIT E

  	
  -

  	
  JANITORIAL
  SPECIFICATIONS

  
	
  EXHIBIT F

  	
  -

  	
  WORKLETTER

  
	
  EXHIBIT G

  	
  -

  	
  CERTIFICATE OF
  COMMENCEMENT DATE

  
	
  EXHIBIT H

  	
  -

  	
  LANDLORD DELIVERY
  WORK

  



 


iii





















 


LEASE
INFORMATION SUMMARY 


 


	
  I.      LEASE
  DATE

  	
   

  	
  December 14, 2004

  
	
   

  	
   

  	
   

  
	
  II     PARTIES
  AND ADDRESSES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.    Landlord:

  	
   

  	
  One North LaSalle
  Properties, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
  c/o MB Real Estate
  Services, L.L.C.

  
	
  B.    Landlord’s
  Address for Notices:

  	
   

  	
  One North LaSalle
  Street 

  Suite 1600 

  Chicago, Illinois 60602 

  Attention: General Manager 

   

  With copies to: 

   

  The Chetrit Group 

  404 Fifth Avenue
  

  4th Floor 

  New York, New York 10018 

  Attention: Mr. Meyer Chetrit 

  

  And to: 

  

  Read Property Group 

  4706 18th Avenue 

  Suite 200 

  Brooklyn, New York 11204 

  Attention: Mr. Robert Wolf 

  

  And to: 

  

  Much Shelist Freed Denenberg Ament & Rubenstein, P.C. 

  191 North Wacker Drive 

  Suite 1800 

  Chicago, Illinois 60606 

  Attention: Michael B. Sadoff, Esq.

  
	
   

  	
   

  	
   

  
	
  C.    Tenant:

  	
   

  	
  eCollege.com, a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
  D.    Tenant’s
  Address for Notices:

  	
   

  	
  One North LaSalle
  Street Suite 1800 Chicago, Illinois 60602 Attention: Mr. Reid Simpson

  
	
   

  	
   

  	
   

  
	
  E.     Guarantor:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  III.   PROPERTY
  INFORMATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.    Building:

  	
   

  	
  One North LaSalle
  Street, Chicago, Illinois 60602, including all related land, landscaped
  areas, driveways, parking facilities and similar improvements to the extent
  applicable

  



 


iv





















 


	
  B.    Premises:

  	
   

  	
  Suite No. 1800 in the
  Building comprising approximately six thousand one hundred seventy-eight
  (6,178) rentable square feet (Section 1)

  
	
   

  	
   

  	
   

  
	
  IV.   TERM

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.    Term
  of Lease:

  	
   

  	
  The period beginning on
  the Commencement Date and ending on the Termination Date (Section 2.1)

  
	
   

  	
   

  	
   

  
	
  B.    Commencement
  Date:

  	
   

  	
  Twenty-one (21) days
  after the date both Landlord and Tenant have executed this Lease (Section 2.1)

  
	
   

  	
   

  	
   

  
	
  C.    Rent
  Commencement Date:

  	
   

  	
  April 1, 2005,
  provided that if Tenant is unable to complete the “Work” (as that term is
  defined in the Workletter) in the Premises on or before April 1, 2005
  solely as a result of any Landlord delay, then the Rent Commencement Date
  shall be extended by the number of days of the Landlord delay (Section 2.1)

  
	
   

  	
   

  	
   

  
	
  D.    Termination
  Date:

  	
   

  	
  The date immediately
  preceding the fifth (5th) anniversary of the Rent Commencement
  Date, provided that if such date is not the last day of the calendar month,
  then the Termination Date shall be extended to the last day of the calendar
  month in which the Termination Date falls (Section 2.1)

  
	
   

  	
   

  	
   

  
	
  V.    RENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.    Base
  Rent:

  	
   

  	
  $20.00 per square foot
  during the first lease year, subject to $.50 per square foot annual
  escalations; $123,560.04 per year ($10,296.67 per month; $20.00 per sq. ft.)
  during the first lease year; $126,648.96 per year ($10,554.08 per month;
  $20.50 per sq. ft.) during the second lease year; $129,738.00 per year
  ($10,811.50 per month; $21.00 per sq. ft.) during the third lease year;
  $132,827.04 per year ($11,068.92 per month; $21.50 per sq. ft.) during the
  fourth lease year; and $135,915.96 per year ($11,326.33 per month; $22.00 per
  sq. ft.) during the fifth lease year (Section 3.1)

  
	
   

  	
   

  	
   

  
	
  B.    Landlord’s
  Address for Payment of Rent:

  	
   

  	
  c/o Column Financial
  36248 Eagle Way Chicago, Illinois 60678-1362 (Sections 3.1 and 3.3)

  
	
   

  	
   

  	
   

  
	
  C.    Tenant’s
  Proportionate Share:

  	
   

  	
  One and twenty-six
  one-hundredths percent (1.26%), which equals the percentage that the rentable
  square footage of the Premises (which is stipulated by the parties to be
  6,178 square feet) bears to the total square footage of all rentable office
  space in the Building (which is stipulated by the parties to be 489,923
  square feet) (Section 3.2)

  



 


v





















 


	
  D.    Base
  Year:

  	
   

  	
  2004 (Section 3.2)

  
	
   

  	
   

  	
   

  
	
  E.     Operating
  Costs Adjustment:

  	
   

  	
  Tenant’s Proportionate
  Share of the amount by which the Operating Costs incurred during any calendar
  year during the Term exceed the Operating Costs incurred during the Base Year
  (Section 3.2)

  
	
   

  	
   

  	
   

  
	
  F.     Tax
  Adjustment:

  	
   

  	
  Tenant’s Proportionate
  Share of the amounts by which the Taxes paid during any calendar year of the
  Term exceed the Taxes paid during the Base Year (Section 3.2)

  
	
   

  	
   

  	
   

  
	
  VI.   OTHER
  PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A.    Security
  Deposit:

  	
   

  	
  $61,780.00 during the
  first lease year; $31,662.25 during the second lease year; and $21,623.00
  during the third lease year and the remainder of the Lease Term (Section 4.1)

  
	
   

  	
   

  	
   

  
	
  B.    Electrical
  Usage Rate:

  	
   

  	
  Separately metered and
  billed directly by Landlord (Section 5.2)

  
	
   

  	
   

  	
   

  
	
  C.    Permitted
  Use:

  	
   

  	
  General office and
  administrative use (Section 7)

  
	
   

  	
   

  	
   

  
	
  D.    Landlord’s
  Broker:

  	
   

  	
  MB Real Estate
  Services, L.L.C. (Section 21.4)

  
	
   

  	
   

  	
   

  
	
  E.     Tenant’s
  Broker:

  	
   

  	
  Equis Corporation (Section 21.4)

  



 


The summary of lease
information set forth above and any addendum and/or exhibit(s) attached to this
Lease are incorporated into and made a part of the following Lease. Each
reference in this Lease to any of the lease information set forth above means
the respective information above, including all of the terms provided under the
particular section of this Lease pertaining to such information.  In the event of any conflict between the
summary of lease information and the provisions of this Lease, the latter will
control.  All section references in
this summary refer to the sections of the Lease where such provision is
described.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ONE NORTH LASALLE
  PROPERTIES, LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Authorized Signer

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  eCOLLEGE.com,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite M. Elias

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
	
   

  
								



 


vi





















 


THIS LEASE AGREEMENT (the “Lease”)
is made and entered into as of the Lease Date between Landlord and Tenant.  All capitalized terms not otherwise defined
in the body of the Lease have the meanings established in the Lease Information
Summary above.


 


1.             LEASE GRANT.


 


Subject to the terms of this Lease, Landlord leases to
Tenant and Tenant rents from Landlord the Premises in the Building.  The Premises are outlined on the floor plan
attached to this Lease as Exhibit A.


 


2.             TERM.


 


2.1.         Commencement
Date.


 


The term of this Lease (the “Term”)
will commence on the Commencement Date and will end on the Termination Date.  Upon taking occupancy of the Premises, Tenant
agrees to sign the Certificate of Commencement Date attached to this Lease as Exhibit
G confirming the Commencement Date and the Termination Date.


 


2.2.         Condition of
Premises.


 


Prior to delivering possession of the Premises to
Tenant, Landlord will have performed certain work in the Premises, as more
particularly described on Exhibit H to this Lease (the “Landlord Delivery Work”). 
The Landlord Delivery Work shall be completed and possession of the
Premises shall be delivered to Tenant on or before the Commencement Date.  If Landlord fails to complete the Landlord
Delivery Work on or before the Commencement Date for any reason not due to the
fault of Tenant, and provided Tenant has procured all requisite permits and is
fully prepared to commence the performance of its “Work”
(as that term is defined in the Workletter attached to this Lease as Exhibit
F (the “Workletter”)) but is unable to do
so solely and directly due to Landlord’s failure to timely complete the
Landlord Delivery Work, then the Rent Commencement Date will be postponed by
one (1) additional day for each day of such delay after April 1, 2005
until Landlord has completed the Landlord Delivery Work.  Tenant’s acceptance of possession of the
Premises will be deemed conclusive evidence that Tenant has approved and accepted
the Premises in their “AS-IS”
condition on the date Tenant accepts possession, except for any latent defects,
provided Landlord has completed the Landlord Delivery Work.  Landlord has no obligation to make any other changes
or improvements to the Premises except as may be described in the Workletter.  The cost of any other changes and/or
improvements to the Premises shall be paid for exclusively by Tenant in the
manner set forth in the Workletter.


 


3.             RENT.


 


3.1.         Base Rent.


 


Base Rent is payable by Tenant throughout the Term in
the amounts and at the times set forth in the Lease Information Summary
above.  The first monthly installment of
Base Rent is due and payable on the Rent Commencement Date; subsequently, Base
Rent is payable no later than the first day of each successive calendar month thereafter.  The monthly Base Rent for any partial month
at the beginning of the Term will equal the product of 1/365 of the annual Base
Rent in effect during the partial month multiplied by the number of days in the
partial month from and after the Commencement Date.


 


1





















 


3.2.         Additional
Rent.


 


(a)           Payment
of Additional Rent.  Commencing on January 1st
of the calendar year immediately following the Base Year, Tenant will pay to
Landlord as Additional Rent (“Additional Rent”)
the Operating Costs Adjustment and the Tax Adjustment, which will be calculated
and determined by Landlord as set forth below.


 


(b)           Definition
- Operating Costs. The term “Operating Costs”
means all expenses and disbursements (subject to the limitations set forth
below) that Landlord incurs in connection with the ownership, operation,
maintenance and management of the Building, determined in accordance with sound
accounting principles consistently applied, including, but not limited to, the
following costs: (1) wages and salaries (including management fees and
reimbursements of expenses incurred by Landlord’s management agent) of all
employees at or below the level of general manager engaged in the operation,
maintenance, and security of the Building, including taxes, insurance and
benefits relating to such costs; (2) all uniforms, supplies, tools and
materials used in the operation, supervision, maintenance, repair, replacement
and security of the Building; (3) costs for improvements made to the Building
which, although capital in nature, are made primarily to reduce the normal
operating costs of the Building, as well as capital improvements made in order
to comply with any law, statute, ordinance, code, regulation or insurance
requirement(s) promulgated by any governmental authority after the Commencement
Date, as amortized over the useful economic life of such improvements as
determined by Landlord in its reasonable discretion; (4) cost of all utilities,
except the cost of utilities reimbursable to Landlord by the Building’s
tenants; (5) insurance expenses; (6) repairs, replacements, and general
maintenance of the Building, including costs of inspecting and depreciation of machinery and equipment; (7)
service or maintenance contracts and/or agreements for the operation,
maintenance, repair, replacement, or security of the Building (including,
without limitation, alarm service, window washing, landscaping, elevator
maintenance, HVAC system maintenance, security, cleaning, trash removal,
sweeping and snow removal); (8) legal, accounting, engineering and other
professional fees and expenses relating to managing and maintaining the
Building; (9) costs, including reasonable attorney’s fees, incurred in contesting,
protesting, attempting to reduce and/or attempting to restrict increases in
Taxes; and (10) all other costs properly constituting operating costs according
to sound accounting principles consistently applied.


 


(c)           Exclusions
From Operating Costs.  Operating
Costs do not include costs for (1) capital improvements made to the Building
(except capital improvements described in Section 3.2(b)(3) above); (2)
repair, replacements and general maintenance paid by proceeds of insurance or
by Tenant or other third parties; (3) interest, principal, amortization or
other payments on loans to Landlord, except for interest payments made in
connection with Subsection 3.2(b)(3) above; (4) depreciation; (5) real
estate brokerage and/or leasing commissions and lease buy-outs; (6)
renovations, alterations or improvements to the space of other tenants or
occupants of the Building or vacant space in the Building; (7) the cost of any item which is or should, in
accordance with good accounting practices, be capitalized on the books of
Landlord; (8) the cost of repairs or replacements incurred by reason of fire or
other casualty or condemnation which are covered by casualty insurance or a condemnation
award; (9) costs incurred in performing work or furnishing services or utilities
for any tenant or other occupant in the Building, whether at the expense of such
other tenant or occupant or Landlord, to the extent that such work, service or
utility is in excess of any work, service or utilities that Landlord is
obligated to furnish to Tenant at Landlord’s expense; 


 


2





















 


(10) refinancing costs,
mortgage interest and amortization payments or rental under any ground lease;
(11) expenses resulting from any violation by Landlord of the terms of any
leased space in the Building or of any ground or underlying lease or mortgage
to which this Lease is subordinate; (12) any expense for which Landlord is
reimbursed by any tenant as an additional charge in excess of Base Rent and
Additional Rent; (13) costs which are covered by and reimbursed to Landlord
under any contractor, manufacturer or supplier warranty or service contract;
(14) overhead and profit increment paid to affiliates of Landlord for services
to the extent that the amount of such costs exceeds the costs of such services
were they not rendered by an affiliate; (15) professional fees allocable to
disputes with or preparation of leases for other tenants and prospective
tenants in the Building; (16) advertising and promotional expenses with respect
to the Building; (17) the cost of permanent works of art (as distinguished from
decorations, which may be properly included in Operating Costs); (18) costs relating
to a sale of the Building; (19) any costs and compensation paid to clerks,
attendants or other persons in commercial concessions operated by Landlord or
located within the Building; (20) costs incurred with respect to installing,
operating or maintaining any observatory, broadcasting, cafeteria, hotel or
dining facility, child or daycare center, parking garage, or athletic, luncheon
or recreational club in the Building which is operated by Landlord (i.e., not
leased to a third party) unless such costs are approved by Tenant in writing;
(21) expenses of constructing tenant improvements for any other tenant in the
Building; (22) damages imposed on Landlord by any judgment, settlement or
arbitration award which results from any tort liability of Landlord or its
agents, employees, partners or contractors, provided that any portion of the
judgment, settlement or arbitration award that by its nature is otherwise an
Operating Cost pursuant to this Section 3.2 (e.g., the cost of repairs and
maintenance) shall, notwithstanding the foregoing, be included in Operating
Costs; (23) amounts incurred by Landlord in connection with the management,
repair, maintenance or operation of any portion of the Building used solely for
retail purposes, to the extent such amount exceeds the amount that would have
been incurred if such portion were used solely for office purposes (however,
such expenses may only be included in Operating Costs if the rentable square
footage of such space is included in the calculation of the total rentable
square footage of the Building); (24) entertainment expenses and travel
expenses of Landlord, its employees, agents, partners and affiliates; (25) amounts
received by Landlord through proceeds of insurance to the extent they are
compensation for sums previously included in Operating Costs; (26) legal fees
and expenses (including court costs) in connection with (i) the preparation,
negotiation or enforcement of or disputes arising out of any space leased in
the Building, (ii) any mortgage or superior lease, (iii) any refinancing or
sale of the Building, (iv) any capital improvement, to the extent such capital
improvement would not be includible as an Operating Cost, or (v) the defense of
any tort claims to the extent reimbursed by insurance; (27) reserves of any
kind, including but not limited to replacement reserves, reserves for bad debts
or lost rent or any similar charge not involving the payment of money to third
parties; (28) charitable contributions; (29) fines and penalties on late
payments; (30) the cost of any work or services performed for any facility
other than the Building; (31) any cost representing an amount paid to a person,
firm, corporation or other entity related to Landlord that is in excess of the
amount which would have been paid in the absence of such relationship; (32) lease
payments for rental equipment (other than equipment for which depreciation is
properly charged as an expense) that would constitute a major capital
expenditure if the equipment were purchased; and (33) political contributions
by Landlord.


 


3





















 


(d)           Definition - Taxes. The term “Taxes”
means all taxes, assessments and governmental charges payable in a calendar
year, regardless of when such Taxes become a lien upon the Building, including
but not limited to all real estate and transit district taxes and assessments,
sewer charges, sales and use taxes, ad valorem taxes, personal property taxes,
the Illinois Property Replacement Tax and any other taxes and assessments
attributable to the Building (or its operation) and the grounds, parking areas,
driveways and alleys which comprise part of the land upon which the Building is
situated, but excluding any franchise taxes, capital gains taxes, estate taxes
and federal and state taxes on the income of Landlord.  If the present method of taxation changes so
that in lieu of the whole or any part of any Taxes, there is levied on Landlord
a capital tax directly on the rents received from the Building or a franchise
tax, assessment, or charge based, in whole or in part, upon such rents for the
Building, then all such taxes, assessments, or charges, or the part of such
taxes so based, will be deemed to be included within the term “Taxes” for
purposes of this Lease.


 


(e)           Payment of Additional Rent.              Landlord will make a good faith estimate of
the Additional Rent to be due from Tenant for all or part of any calendar year
during the Term and will provide a copy of such estimate to Tenant on or before
February 1 of each year beginning in 2005.  Tenant agrees to pay to Landlord, on the
Commencement Date and on the first day of each subsequent calendar month during
the Term, an amount equal to 1/12th of the estimated Additional Rent
for such full or partial calendar year. 
From time to time, Landlord may estimate and re-estimate the Additional
Rent to be due from Tenant and deliver a copy of the estimate or re-estimate to
Tenant.  Subsequently, the monthly
installments of Additional Rent payable by Tenant will be appropriately
adjusted in accordance with Landlord’s estimations so that by the end of the
calendar year in question Tenant will have paid all of the Additional Rent as
estimated by Landlord.  By April 1
of each calendar year, or as soon after that date as practicable, Landlord will
furnish to Tenant a statement of Operating Costs paid for the previous year,
adjusted as provided in Section 3.2(f) below (the “Operating
Costs Statement”).  By September 1
of each calendar year, or as soon after that date as practicable, Landlord will
furnish to Tenant a statement of the Taxes paid for the previous year, adjusted
as provided in Section 3.2(f) below (the “Tax
Statement”).  If the Operating
Costs Statement and/or the Tax Statement reveal(s) that Tenant paid more in
Operating Costs Adjustment or Tax Adjustment than the actual amount for the
year for which such statement was prepared, then Landlord will promptly credit
Tenant for such excess. Likewise, if Tenant paid less in Operating Costs
Adjustment than the actual amount for the year for which such statement was
prepared, then Tenant shall pay such deficiency to Landlord within ten (10)
days after Landlord’s demand.  This
provision will survive the Termination Date of this Lease.


 


(f)            Occupancy Adjustment.  
With respect to any calendar year or partial calendar year in which the
Building is not fully occupied, those Operating Costs which vary with occupancy
of the Building for such period will, for the purposes of this Lease, be
increased to the amount which would have been incurred had the Building been
fully occupied.


 


(g)           Audit of Books and Records.  Landlord
shall maintain books and records with respect to Operating Costs and Taxes in
accordance with sound accounting and management practices.  Tenant shall have the right to examine such
books and records showing the Operating Costs and Taxes upon reasonable prior
notice to Landlord and during normal business hours within thirty (30) days
following the delivery of the Operating Costs Statement and the Tax Statement
described in Section 3.2(e) above.  


 


4





















 


Unless Tenant takes written exception
to any item of Operating Costs or Taxes and specifies to Landlord in detail the
reasons for such exception as to a particular item within thirty (30) days
after the delivery of the Operating Costs Statement and the Tax Statement, the
Operating Costs Statement and the Tax Statement shall be considered as final
and accepted by Tenant.  Notwithstanding
any exception made by Tenant, Tenant shall pay to Landlord the full amount of
the Operating Costs Adjustment and the Tax Adjustment, subject to readjustment
at such time as any such exception may be resolved.  If Tenant takes exception to the Operating
Costs Adjustment and/or the Tax Adjustment and so notifies Landlord in writing
prior to the expiration of said thirty (30) day period, then Landlord will seek
certification from Landlord’s independent certified public accountant or
consultant as to the proper amount of the Operating Costs Adjustment
and/or the Tax Adjustment.  In such
event, the certification obtained by Landlord shall be considered final and
binding on both Landlord and Tenant and Tenant shall reimburse Landlord
immediately upon demand for the cost of obtaining such certification, unless
the certification reveals that the Operating Costs Adjustment and/or the Tax
Adjustment were overstated by at least five percent (5%), in which event the
cost of obtaining such certification shall be borne by Landlord.


 


3.3.         Payment.


 


Tenant agrees to timely
pay to Landlord during the Term Base Rent, Additional Rent and all additional
sums to be paid by Tenant to Landlord under this Lease (collectively the “Rent”), without notice, demand, abatement, deduction,
setoff or counterclaim, at Landlord’s Address for Payment of Rent or as
otherwise specified by Landlord.


 


4.             SECURITY DEPOSIT.


 


4.1.         Cash.


 


Tenant shall pay, in
cash, simultaneously with the execution of this Lease, the amount of the
Security Deposit which will be held by Landlord to secure Tenant’s performance
of its obligations under this Lease. 
Landlord will have no obligation to pay any interest on the Security
Deposit to Tenant.  The Security Deposit
is not an advance payment of Rent nor a measure or limit of Landlord’s damages
upon an Event of Default (as defined in Section 15 below).  Upon the occurrence of an “Event of Default”
(as defined below) Landlord may, from time to time and without prejudice to any
other remedy, use all or a part of the Security Deposit to perform any
obligation which Tenant fails to perform under this Lease.  Following any such application of the
Security Deposit, Tenant agrees to pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount.  Provided that Tenant has performed all of its
obligations under this Lease, Landlord will (i) within thirty (30) days after
the first anniversary of the Commencement Date, refund to Tenant $30,117.75 of
the Security Deposit (less any portion thereof previously applied by Landlord
to satisfy Tenant’s obligations under this Lease; (ii) within thirty (30) days
after the second anniversary of the Commencement Date, refund to Tenant $10,039.25
of the Security Deposit (less any portion thereof previously applied by
Landlord to satisfy Tenant’s obligations under this Lease; and (iii) within
thirty (30) days after the end of the Term, return to Tenant the remaining portion
of the Security Deposit which was not applied to satisfy Tenant’s obligations
hereunder.  If Landlord transfers its
interest in the Premises and the transferee assumes Landlord’s obligations
under this Lease, then Landlord will assign the Security Deposit to the
transferee and Landlord subsequently will have no further liability for the
return of the Security Deposit.


 


5





















 


4.2.         INTENTIONALLY
DELETED.


 


4.3.         INTENTIONALLY
DELETED.


 


5.             LANDLORD’S OBLIGATIONS.


 


5.1.         Services.


 


Landlord will furnish to the Premises (1) water at
those points of supply provided for general use of tenants of the Building; (2)
heating and air conditioning between 8:00 a.m. and 6:00 p.m. on weekdays and
from 8:00 a.m. to 1:00 p.m. on Saturdays (collectively “Normal
Business Hours”) in accordance with the specifications attached
hereto as Exhibit C; (3) janitorial service to the Premises on weekdays,
other than holidays, for Building-standard installations in accordance with the
specifications attached hereto as Exhibit E; (4) interior window washing
not less than once a year and exterior window washing not less than three (3)
times per year, weather permitting; (5) passenger elevators for ingress and
egress, provided that Landlord may reasonably limit the number of operating
elevators during non-business hours and holidays so long as at least one (1)
elevator remains in operation; and (6) electrical current for Tenant’s
equipment in a sufficient quantity to meet normal office usage, provided that
Tenant will be responsible for the cost of any additional electrical
requirements beyond the usage contemplated under this Lease in accordance with Section 5.3
below.  Landlord will maintain the common
areas of the Building in reasonably good order and condition, except for damage
caused by Tenant, or its employees, agents or invitees.  If Tenant desires any heating or air
conditioning at any time other than during Normal Business Hours, then such
services will be supplied to Tenant upon the written request of Tenant
delivered to Landlord (i) in the case of weekends or holidays, not later than
3:00 p.m. on the business day preceding such extra usage, and (ii) in the case
of evenings, not later than 2:00 p.m. on the day of such extra usage, and
Tenant, upon demand from Landlord, will pay Landlord for such services at rates
determined by Landlord from time to time based on costs incurred by Landlord,
which rate is currently $75.00 per hour. 
Landlord and Tenant acknowledge that Tenant has access to the Building
twenty-four (24) hours a day, seven (7) days a week.


 


5.2.         Utilities.


 


Tenant will pay directly to Landlord as Rent, upon
demand by Landlord, the cost of all utilities used or consumed at, on or in the
Premises, in accordance with the portion of the statement provided to Landlord
by the provider of such utilities that relates to the separate meter at the
Premises.  If Tenant fails to pay for any
of the above services when the same become due and payable, Landlord will have
the right but not the duty to pay the same, which amount so paid will be deemed
Rent and will be payable immediately upon demand from Landlord.  Tenant agrees to (i) keep and cause to be
kept closed all windows in the Premises, (ii) at all times cooperate fully with
Landlord in the operation of the heating and air conditioning systems, and
(iii) abide by all reasonable regulations and requirements which Landlord may
prescribe to permit the proper functioning and protection of the heating and
air conditioning systems.


 


5.3.         Excess
Utility Use.


 


Landlord is not required to furnish electrical current
for equipment whose electrical energy consumption exceeds normal office usage.  Based upon the description of its business
and equipment previously provided to Landlord by Tenant and Landlord’s review
of Tenant’s written plans and specifications for the Premises, Landlord
acknowledges that the proposed usage falls within the definition of “normal
office usage” as contemplated by the preceding sentence. If Tenant’s
requirements for or consumption of electricity increase from those 


 


6





















 


currently contemplated
such that they exceed the electricity to be provided by Landlord as described
in Section 5.1 above, then Landlord will, at Tenant’s expense, make
reasonable efforts to supply such service through the then-existing feeders and
risers serving the Building and the Premises, and Tenant agrees to pay to
Landlord the cost of such service within ten (10) days after Landlord has
delivered to Tenant an invoice for such services.  Landlord may determine the amount of such
additional consumption and potential consumption by any verifiable method,
including installation of a separate meter in the Premises installed,
maintained and read by Landlord, at Tenant’s expense.  Tenant may not install any electrical
equipment requiring special wiring or requiring voltage in excess of normal
office usage or otherwise exceeding Building capacity unless approved in
advance and in writing by Landlord, which approval will not be unreasonably
withheld by Landlord.  Tenant agrees not
to use electricity in the Premises which exceeds the capacity of the existing
feeders and risers to or wiring in the Premises.  If approved by Landlord, any risers or wiring
required to meet Tenant’s excess electrical requirements will be installed by
Landlord, upon Tenant’s request and at Tenant’s cost, if, in Landlord’s
reasonable judgment, the same are necessary and will not cause permanent damage
to the Building or the Premises, cause or create a dangerous or hazardous
condition, entail excessive or unreasonable alterations, repairs, or expenses,
or interfere with or disturb other tenants of the Building.  If Tenant uses machines or equipment in the
Premises not currently contemplated which affect the temperature otherwise
maintained by the air conditioning system or otherwise overload any utility,
Landlord may install supplemental air conditioning units or other supplemental
equipment in the Premises, and such cost, including the cost of installation,
operation, use, and maintenance, will be paid by Tenant to Landlord within ten
(10) days after Landlord has delivered to Tenant an invoice for such cost.


 


5.4.         Restoration
of Services.


 


Landlord agrees to use
reasonable efforts to restore any service that becomes unavailable. Such
unavailability will not, however, (i) render Landlord liable for any damages,
(ii) be construed as an actual or constructive eviction of Tenant from the
Premises, (iii) constitute a breach of any implied warranty, (iv) entitle
Tenant to terminate this Lease, nor (v) entitle Tenant to any abatement of Rent
or any other monetary obligations under this Lease unless and to the extent the
Premises become untenantable due to an interruption of service which is within
Landlord’s reasonable control and the Premises remain untenantable for at least
three (3) consecutive business days, in which event all Rent will abate
commencing on the sixth (6th) business day after such interruption
of service occurred and continue to abate until the interrupted service is
restored.


 


6.             IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.


 


6.1.         Improvements; Alterations.


 


No alterations, physical
additions or improvements in or to the Premises may be made without Landlord’s
prior written consent.  Landlord may
withhold its consent to any alteration or addition that could affect the
Building’s structure or its HVAC, plumbing, electrical or mechanical
systems.  Except for normal office
signage, Tenant may not paint or install lighting, signs, window or door
lettering, or advertising media of any type on or about the Premises without
the prior written consent of Landlord. 
Tenant acknowledges that Landlord may withhold its consent to any such
painting or installation which would affect the appearance of the exterior of
the Building or of any common areas of the Building.  Except as specifically provided elsewhere in
this Lease, all alterations, additions and improvements installed in the
Premises must be (i) performed at Tenant’s expense and only in accordance with
plans and specifications which have been previously submitted to and approved
in writing by Landlord, and (ii) constructed, maintained and used by Tenant at
its own risk and expense in accordance with all laws. 


 


7





















 


Landlord’s approval of
the plans and specifications is not a representation by Landlord that such
alterations, additions, or improvements comply with any law.  Prior to commencing any work after the
Commencement Date, Tenant agrees to pay to Landlord a supervisory fee in an
amount equal to Landlord’s reasonable out-of-pocket expenses incurred in
connection with any alterations, additions or improvements performed by Tenant
subsequent to the tenant improvements described in the Workletter.  Tenant further agrees that it will remove or
cause its contractor(s) to remove all waste and debris from the Premises upon
the completion of any alterations, additions or improvements.


 


6.2.         Repairs and
Maintenance.


 


Tenant agrees to maintain the Premises in a clean,
safe, and operable condition, and will not permit or allow to remain any waste
or damage to any portion of the Premises. 
Tenant agrees to pay for the cost of repairing or replacing, subject to
Landlord’s direction and supervision, any damage to the Premises and the
Building caused by Tenant, Tenant’s employees, Tenant’s transferees, or their
respective agents, contractors, or invitees, other than ordinary wear and tear
and damage caused by casualty or condemnation. 
If Tenant fails to make such repairs or replacements within fifteen (15)
days after the occurrence of such damage, then Landlord may make the same at
Tenant’s cost.  If any such damage occurs
outside of the Premises, then Landlord may elect to repair such damage at
Tenant’s expense, rather than having Tenant repair such damage.  The cost of all repair or replacement work
performed by Landlord under this Section 6.2 must be paid by Tenant to
Landlord, together with a supervisory fee in an amount equal to Landlord’s
reasonable out-of-pocket expenses incurred in connection with any repair or
replacement work performed by Landlord, within ten (10) days after Landlord has
invoiced Tenant for such cost and will constitute Rent under this Lease.


 


6.3.         Performance
of Work.


 


Only Landlord or contractors and subcontractors
approved in writing by Landlord may perform the work described in this Section 6.  Tenant will cause all contractors and
subcontractors to procure and maintain insurance coverage naming Landlord as an
additional insured against such risks, in such amounts, and with such companies
as Landlord may reasonably require.  All
such work must be performed in accordance with all applicable governmental
requirements and in a good and workmanlike manner so as not to damage the
Premises, the Building or the components of the Building.  Tenant agrees to defend, indemnify and hold
Landlord, its managers, members, employees, successors and assigns harmless
from and against any claims, liabilities, damages, losses, costs and expenses,
including but not limited to attorney’s fees and court costs, suffered or
incurred by Landlord arising from any of Tenant’s alterations, additions or
improvements to the Premises.


 


6.4.         Mechanic’s
Liens.


 


Tenant must not permit any mechanic’s lien(s) to be
filed against the Premises or the Building for any work performed, materials
furnished, or obligations incurred by or at the request of Tenant.  If such a lien is filed, then, within ten
(10) days after Landlord has delivered notice of the filing to Tenant, Tenant
must either pay the amount of the lien or diligently contest such lien and
deliver to Landlord a bond or other security reasonably satisfactory to
Landlord.  If Tenant fails to timely take
either such action, then Landlord may pay the lien claim, and any amounts so
paid, including expenses and interest, will constitute Rent payable by Tenant
to Landlord within ten (10) days after Landlord has invoiced Tenant for such
payment.  Tenant agrees to defend,
indemnify and hold Landlord, its managers, members, employees, successors and
assigns harmless from and against any claims, liabilities, damages, losses,
costs and expenses, including but not limited to attorney’s fees and court
costs, suffered or 


 


8





















 


incurred by Landlord
arising from the presence or removal of any mechanic’s lien(s) affecting the
Premises and/or the Building relating to any work performed, materials
furnished or obligations incurred by or at the request of Tenant.


 


7.             USE.


 


Tenant may use the Premises only for the Permitted
Use, and Tenant must comply with all applicable statutes, laws, ordinances,
codes, orders, rules and regulations, as well as all requirements of any of
Landlord’s insurance providers which are communicated to Tenant as additional
rules and regulations of the Building, relating to the use, condition and
occupancy of the Premises.  The Premises
may not be used for any use which (i) is disreputable, creates fire hazards, or
results in an increased rate of insurance on the Building or its contents; (ii)
would violate any covenant, agreement, term, provision or condition of this
Lease or is in contravention of the certificate of occupancy or zoning
ordinances pertaining to the Building; (iii) would alter, affect or interfere
with or would overload the electrical, mechanical or HVAC systems or any other
component of the Building, or would exceed the floor load per square foot which
the floor was designed to carry and which is allowed by law; or (iv) would, in
Landlord’s judgment, in any way impair or tend to impair or exceed the design
criteria, structural integrity, character, reputation or appearance of the
Building.  Tenant will not conduct or
permit the generation, transportation, storage, installation, treatment or
disposal, either in the Building or in the Premises, of any hazardous or toxic
materials, and Tenant will keep the Building and the Premises free of any lien
or claim imposed under any federal, state or local environmental statute, law,
ordinance, code, rule or regulation.  If,
because of Tenant’s acts, the rate of insurance on the Building or its contents
increases, then such acts will constitute an Event of Default, Tenant must pay
to Landlord the amount of such increase on demand, and acceptance of such
payment will not waive any of Landlord’s other rights.  Tenant agrees to conduct its business and
control its agents, employees, and invitees in such a manner as not to create
any nuisance or unreasonably interfere with other tenants or Landlord in its
management of the Building.


 


8.             ASSIGNMENT AND SUBLETTING.


 


8.1.         Transfers;
Consent.


 


(a)           Transfers.
 Tenant may not do any of the following
without obtaining the prior written consent of Landlord, which consent will not
be unreasonably withheld so long as Landlord determines in its reasonable
discretion that the proposed transferee is of similar reputable character as
Tenant, has a net worth and financial stability comparable to or better than
Tenant, and intends to use the Premises only for the Permitted Use:


 


(i)            assign,
transfer, or encumber this Lease or any estate or interest in this Lease,
whether directly or by operation of law;


 


(ii)           permit any
other entity to become Tenant under this Lease by merger, consolidation or
other reorganization; provided, however, Tenant does not need to obtain
Landlord’s consent if, after giving effect to such merger, consolidation or
other reorganization, the minimum tangible net worth of such new entity is
equal to or better than that of Tenant at the beginning of this Lease;


 


(iii)          if
Tenant is an entity other than a corporation whose stock is publicly traded,
permit the transfer of an ownership interest in Tenant so as to result in a
change in the current control of Tenant;


 


9





















 


(iv)          sublet any
portion of the Premises;


 


(v)           grant any
license, concession or other right of occupancy of any portion of the Premises;
or


 


(vi)          permit the use of the
Premises by any parties other than Tenant.


 


Any of the events listed in Section 8.1(a)(i) through 8.1(a)(vi)
above are referred to as a “Transfer”.


 


(b)           Procedure
to Obtain Consent.   If Tenant
requests Landlord’s consent to a Transfer, then Tenant must provide Landlord
with a written description of all terms and conditions of the proposed
Transfer, copies of the proposed documentation, and the following information
about the proposed transferee: name and address; reasonably satisfactory
information about its business and business history; its proposed use of the
Premises; banking, financial, and other credit information that Landlord may
request; and general references sufficient to enable Landlord to determine the
proposed transferee’s creditworthiness and character.  Landlord will provide Tenant with a written
response to such Transfer request within twenty (20) days after Landlord’s
receipt of Tenant’s written request.  Within
ten (10) days after Tenant’s request, Tenant shall reimburse Landlord for all
of Landlord’s reasonable out-of-pocket expenses (including but not limited to
attorneys’ fees and administrative fees) incurred by Landlord in connection
with considering any request for consent to a Transfer; provided, however,
Tenant shall not be required to reimburse Landlord for its expenses in excess
of $2,000.00 in the aggregate.  Nothing
in this Section 8.1(b) may be construed as granting to any third party the
rights of a third-party beneficiary, so as to entitle such third party to seek
to enforce any of the above provisions.


 


(c)           Obligations
After Transfer.   If Landlord
consents to a proposed Transfer, then both Tenant and the proposed transferee
must (i) deliver to Landlord an executed, written agreement acceptable in all
respects to Landlord under which the proposed transferee expressly agrees to
abide by, observe and assume all of Tenant’s obligations under this Lease, and
(ii) if requested by Landlord, execute the consent form required by
Landlord.  Landlord’s consent to a
Transfer will not release Tenant from its obligations under this Lease, but
rather Tenant and its transferee will be jointly and severally liable for such
obligations. Landlord’s consent to any Transfer does not waive Landlord’s
rights as to any subsequent Transfers. 
If an Event of Default occurs while the Premises or any part of the
Premises are subject to a Transfer, then Landlord, in addition to its other
remedies, may collect rent due and owing directly from such transferee and
apply such rent against Rent. Tenant authorizes its transferees to make
payments of rent directly to Landlord upon receipt of notice from Landlord to
do so.


 


8.2.         Recapture.


 


In the event Tenant causes or seeks to cause a
Transfer (other than a Transfer to which Landlord consents under Section 8.1(b)
above), Landlord may terminate this Lease and recapture the applicable space as
of the date the proposed Transfer is to be effective, or within thirty (30)
days after the date of Landlord’s discovery of the Transfer, as the case may
be.  Landlord may exercise this
termination right within thirty (30) days after Landlord’s receipt of Tenant’s
written request for Landlord’s consent, or within thirty (30) days after
learning of such Transfer if Landlord’s consent has not been requested by
Tenant. If Landlord terminates this Lease as provided above, then this Lease
will cease and Tenant shall pay to Landlord all Rent accrued through the
Termination Date. Subsequently, Landlord may lease the Premises to the
prospective transferee (or to any other person) without liability to Tenant.


 


10





















 


8.3.         Additional
Compensation.


 


Tenant agrees to pay to Landlord, immediately upon
receipt, fifty percent (50%) of any and all funds received by Tenant for a
Transfer in excess of the Rent allocable to the Premises.


 


8.4          Injunctive
Relief.


 


Notwithstanding anything in this Lease to the
contrary, in the event Landlord wrongfully prevents a Transfer by Tenant, or if
Landlord commits any other default under this Section 8, Tenant’s sole
remedy will be limited to an action for injunctive relief to permit the Transfer
to occur.


 


9.             INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.


 


9.1.         Insurance.


 


Tenant agrees to maintain throughout the Term the
following insurance policies:


 


(a)           comprehensive
general liability insurance in amounts of not less than a combined single limit
of $3,000,000.00 or such other amounts as Landlord may, from time to time,
reasonably require, insuring Tenant, Landlord, Landlord’s agents and their
respective affiliates against all liability for injury to or death of a person
or persons or damage to property arising from the use and occupancy of the
Premises;


 


(b)           insurance
covering the full value of Tenant’s property and improvements, and other
property (including property of others) in the Premises; and


 


(c)           worker’s
compensation insurance containing a waiver of subrogation endorsement
acceptable to Landlord.


 


Tenant will, prior to taking possession of the
Premises and prior to the commencement of any work in the Premises, furnish
Landlord with certificates of such insurance and such other evidence
satisfactory to Landlord confirming Tenant’s maintenance of all insurance
coverages required under this Lease and naming Landlord and any other parties reasonably
requested by Landlord as additional insured(s). 
Each certificate must contain a written obligation on the part of each
insurance company to notify Landlord at least thirty (30) days before
cancellation or a material change of any such insurance policies.  All such insurance policies must be (i)
issued by insurers authorized to do business in the State of Illinois and which
are rated at least A+XII in Best’s Key Rating Guide, and (ii) issued by
companies and be in form and substance reasonably satisfactory to
Landlord.  The term “affiliate”
means any person or entity, directly or indirectly, controlling, controlled by,
or under common control with the party in question.  Tenant acknowledges and agrees that it is not
permitted to self-insure under this Lease.


 


9.2.         Waiver of
Negligence; No Subrogation.


 


Landlord and Tenant each waives any claim it might
have against the other for damage to or theft, destruction, loss, or loss of
use of any property (a “Loss”), to the
extent the same is insured against under any insurance policy that covers the
Building, the Premises, Landlord’s or Tenant’s fixtures, personal property,
leasehold improvements, or business, or with respect to such matters as are
required to be insured against under the terms of this Section 9,
regardless of whether the negligence of the other party caused such loss.  Each party will cause its insurance carrier
to endorse all applicable policies waiving the carrier’s rights of recovery
under subrogation or otherwise against the other party.


 


9.3.         Indemnity by
Tenant.


 


Except to the extent such loss is covered by Landlord’s
or Tenant’s applicable


 


11





















 


insurance, Tenant agrees
to defend, indemnify and hold Landlord, its managers, members, employees and
agents harmless from and against all claims, demands, liabilities, causes of
action, suits, judgments, and expenses (including attorneys’ fees) for any loss
arising from (i) any occurrence on the Premises and/or the Building caused by
or contributed to by Tenant, its subtenants, licensees, employees, invitees,
contractors and/or agents (collectively “Tenant’s Affiliates”),
and (ii) Tenant’s or any of Tenant’s Affiliates’ failure to perform its
obligations under this Lease.  This
indemnity provision will survive the termination or expiration of this Lease.


 


9.4          Landlord’s
Insurance.


 


During the Term of this Lease, Landlord will cause the
Building to be insured with property damage insurance coverage in commercially
reasonable amounts.


 


9.5          Indemnity by
Landlord.


 


Landlord agrees to defend, indemnify and hold Tenant
harmless from and against any loss or damage (including reasonable attorneys’
fees) suffered by Tenant resulting from Landlord’s gross negligence or
intentional misconduct provided such loss or damage is not covered by Tenant’s
insurance or would have been covered by Tenant’s insurance which Tenant is
required to maintain under this Lease.


 


10.          SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD’S MORTGAGEE.


 


10.1.       Subordination.


 


This Lease is automatically subordinate to any deed of
trust, mortgage, or other security instrument, or any ground lease, master
lease or primary lease, that now or subsequently covers all or any part of the
Building without any further action or writing of the parties (the mortgagee
under any such mortgage or the lessor under any such lease is referred to below
as a “Landlord’s Mortgagee”).  However, any Landlord’s Mortgagee may at any
time unilaterally elect to make this Lease superior to its mortgage, ground
lease or other interest in the Premises by so notifying Tenant in writing.


 


10.2.       Attornment.


 


Tenant agrees to attorn to any party succeeding to
Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in
lieu of foreclosure, power of sale, attornment, termination of lease, or
otherwise.  Within ten (10) days after
such party’s request, Tenant will execute and deliver to the requesting party a
written agreement(s) confirming such attornment.  If Tenant fails to deliver the attornment
agreement(s) described herein within the ten (10) day period, Tenant acknowledges
and agrees that Landlord is authorized to act as Tenant’s attorney-in-fact to
execute the agreement(s) on behalf of Tenant, and Tenant will be bound by the
terms of the agreement(s) executed by Landlord.


 


10.3.       Notice to
Landlord’s Mortgagee.


 


Tenant may not seek to enforce any remedy it may have
for any default on the part of the Landlord without first giving written notice
by certified mail, return receipt requested, specifying the default in
reasonable detail, to any Landlord’s Mortgagee whose address has been given to
Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to
perform Landlord’s obligations under this Lease.


 


11.          RULES AND REGULATIONS.


 


Tenant must comply with the rules and regulations of
the Building which are attached hereto as Exhibit B, provided that such
rules and regulations are uniformly enforced by 


 


12





















 


Landlord against all
tenants in the Building.  Landlord may,
from time to time, change such rules and regulations for the safety, care, or
cleanliness of the Building and related facilities, provided that such changes
are uniformly enforced against all tenants in the Building and will not
unreasonably interfere with Tenant’s use of the Premises. Tenant is responsible
for the compliance with such rules and regulations by its employees, agents,
and invitees.


 


12.          CONDEMNATION.


 


12.1.       Total Taking.


 


If the entire Building or Premises is taken by right
of eminent domain or conveyed in lieu of eminent domain (a “Taking”),
this Lease will terminate and Rent will be apportioned as of the date of the
Taking, and Tenant will have no claim against Landlord for the value of the
unexpired Term.


 


12.2.       Partial Taking — Tenant’s Rights.


 


If any part of the Building becomes subject to a
Taking and such Taking will prevent Tenant from conducting its business in the
Premises in a manner reasonably comparable to that conducted immediately before
such Taking for a period of more than one hundred eighty (180) days, then
Tenant may terminate this Lease as of the date of such Taking by giving written
notice to Landlord within thirty (30) days after the Taking, and Rent will be
apportioned as of the date of such Taking. 
If Tenant does not terminate this Lease, then Rent will abate on a pro
rata basis determined by Landlord as to that portion of the Premises rendered
untenantable by the Taking.


 


12.3.       Partial
Taking — Landlord’s Rights.


 


If any material portion but less than all of the
Building becomes subject to a Taking and Landlord makes a good faith
determination that (i) such Taking will prevent Tenant from conducting its
business in the Premises in a manner reasonably comparable to that conducted
immediately before such Taking for a period of more than one hundred twenty (120)
days, (ii) restoring the Premises would be uneconomical, (iii) the condemnation
award is insufficient to rebuild or restore the Building or the Premises, or
(iv) Landlord is required to pay any condemnation award arising from the Taking
to any Landlord’s Mortgagee, then Landlord may terminate this Lease by
delivering written notice to Tenant within thirty (30) days after such Taking,
and Rent will be apportioned as of the date of such Taking.  If Landlord does not so terminate this Lease,
then this Lease will continue, but if any portion of the Premises has been
taken, Rent will abate as provided in the last sentence of Section 12.2
above.


 


12.4.       Award.


 


If any Taking occurs, then Landlord is entitled to
receive the entire award or other compensation for the land on which the
Building is situated, the Building, and other improvements taken, and Tenant
may separately pursue a claim against the condemnor for the value of Tenant’s
personal property which Tenant is entitled to remove under this Lease (but
because of the condemnation is unable to move such property), moving costs, and
other claims it may have so long as such claim does not diminish Landlord’s
award.  In no event may Tenant seek or
file any claim against Landlord.


 


13.          FIRE
OR OTHER CASUALTY.


 


13.1.       Landlord’s
Rights.


 


If all or any part of the Building and/or the Premises
is(are) damaged by fire or other casualty (a “Casualty”),
and if Landlord makes a good faith determination that (i) restoring the 


 


13





















 


Premises would be
uneconomical, (ii) there are insufficient insurance proceeds to rebuild or
restore the Building or the Premises, or (iii) Landlord is required to pay any
insurance proceeds arising out of the Casualty to any Landlord’s Mortgagee,
then Landlord may terminate this Lease by giving Tenant written notice of
Landlord’s election to terminate (the “Casualty Termination
Notice”) within one hundred twenty (120) days after the Casualty has
occurred, and Base Rent and Additional Rent will abate as of the date of the
Casualty, unless Tenant or any of Tenant’s Affiliates caused such damage, in
which event Tenant shall continue to pay Rent without abatement.  Such termination shall be effective sixty
(60) days after the date of the Casualty Termination Notice.


 


13.2.       Repair Obligation.


 


If Landlord elects not to terminate this Lease
following a Casualty, then Landlord, within a reasonable time after such
Casualty, will proceed with reasonable diligence to repair, restore or
rehabilitate the Building and/or the Premises, as the case may be, to substantially
the same condition as they existed immediately before such Casualty.  However, Landlord will not be required to
repair or replace any of the furniture, equipment, fixtures, and other
leasehold improvements which may have been placed by or at the request of
Tenant or other occupants in the Building or the Premises and required to be
insured by Tenant or other tenants, and Landlord’s obligation to repair or
restore the Building and/or the Premises will be limited to the extent of the
insurance proceeds actually received by Landlord for the Casualty in
question.  In the event that Landlord
elects not to terminate the Lease and Landlord proceeds to repair the Building
and/or the Premises, then Tenant must apply to the replacement or restoration
of the furniture, equipment, fixtures and other improvements in the Premises
(if replacement or restoration is necessary because of the Casualty) any
proceeds of insurance that it may have received from its policy(ies) on account
of the Casualty.  During such repair or
rebuilding of the Building and/or the Premises, Rent for the portion of the
Premises rendered untenantable by the damage will be abated on a pro rata basis
determined by Landlord from the date of damage until the completion of the
repair, restoration or rehabilitation.


 


14.          PERSONAL
PROPERTY TAXES.


 


Tenant is liable for all taxes based upon this Lease
or the receipt of Rent due under this Lease and all taxes levied or assessed
against any personal property, furniture or fixtures placed by Tenant in the
Premises.  If any taxes for which Tenant
is liable are levied or assessed against Landlord or Landlord’s property and
Landlord elects to pay the same, or if the assessed value of Landlord’s
property is increased by inclusion of such personal property, furniture or
fixtures and Landlord elects to pay the taxes based on such increase, then
Tenant shall pay to Landlord as Rent, upon demand, the part of such taxes for
which Tenant is primarily liable under this Lease.  Landlord may not, however, pay such amount if
Tenant notifies Landlord that it will contest the validity or amount of such
taxes before Landlord makes such payment, and subsequently diligently proceeds
with such contest in accordance with law and if the non-payment does not pose a
threat of lien or other cloud on Landlord’s title to the Building, or threat of
loss or seizure of the Building or interest of Landlord in the Building.


 


15.          DEFAULT.


 


15.1.       Events of Default.


 


Each of the following occurrences will constitute an “Event of Default”:


 


14





















 


(a)           Tenant’s
failure to pay Rent on or before the date when due and the continuation of such
failure for a period of more than five (5) days after Landlord has delivered
written notice thereof to Tenant;


 


(b)           Tenant’s failure to
deliver, renew and/or extend the Letter of Credit in accordance with the
requirements of Section 4.2 of this Lease;


 


(c)           Tenant’s
failure to perform, comply with or observe any other agreement or obligation of
Tenant under this Lease and the continuance of such failure for a period of
more than thirty (30) days after Landlord has delivered written notice thereof
to Tenant, provided that if such failure is of a nature which cannot be cured
within said thirty (30) day period, then the cure period shall be extended so
long as Tenant is at all times diligently proceeding to cure the same, but in
no event longer than sixty (60) days after Landlord’s delivery of the notice;


 


(d)           The filing
of a petition by or against Tenant (the term “Tenant”
includes, for the purpose of this Section 15(d), any guarantor of the
Tenant’s obligations under this Lease) (1) in any bankruptcy or other
insolvency proceeding; (2) seeking any relief under any state or federal debtor
relief law; (3) for the appointment of a liquidator or receiver for all or
substantially all of Tenant’s property or for Tenant’s interest in this Lease;
or (4) for the reorganization or modification of Tenant’s capital structure.
If, however, such a petition is filed against Tenant, then such filing will not
be an Event of Default unless Tenant fails to have the proceedings initiated by
such petition dismissed within sixty (60) days after such filing;


 


(e)           The
failure of any guarantor(s) of this Lease to comply with the terms and conditions
of its(their) guaranty, if applicable; and


 


(f)            The
merger, liquidation, dissolution or change of control of any guarantor, if
applicable.


 


15.2.       Default Interest.


 


All past due Rent and any other payments required of
Tenant under this Lease will be deemed Rent and interest will accrue from the
date due until paid at the rate of interest equal to two percent (2%) over the
so-called “prime rate” as announced from time to time by J.P. Morgan Chase Bank.


 


16.          REMEDIES.


 


Upon the occurrence of an Event of Default, Landlord
may, at its election, in addition to all other rights and remedies afforded
Landlord under this Lease or by law or equity, take any one or more of the
following actions:


 


16.1.       Right To Terminate.


 


Upon the occurrence of an Event of Default, Landlord
has the right to terminate the Lease and obtain possession of the Premises.
Landlord may make its election to terminate known to Tenant by delivery of a
notice of termination. Such termination is immediately effective and Landlord,
if necessary, is entitled to commence immediately an action in summary
proceedings to recover possession of the Premises.


 


15





















 


16.2.       Receipt Of Money After Termination.


 


No receipt of money by Landlord from Tenant after the
termination of this Lease shall act to reinstate, continue or extend the Term,
nor affect or waive any notice given by Landlord to Tenant prior to such
receipt of money.


 


16.3.       Recovery Of Damages.


 


Landlord agrees to use commercially reasonable efforts
to mitigate damages caused by a default or breach of Tenant.  If Landlord terminates this Lease at any time
for any breach, then in addition to any other remedies it may have, Landlord
may recover from Tenant by reason of such breach all Rent and Additional Rent
accrued and unpaid for the period up to and including such termination date, as
well as all other additional sums payable by Tenant under this Lease.  In addition, Landlord may recover as damages
for loss of the bargain and not as a penalty the sum of (i) the unamortized
cost to Landlord, computed and determined in accordance with generally accepted
accounting principles, of any tenant improvements provided by Landlord at its
expense, (ii) the aggregate sum which at the time of such termination represents
the excess, if any, of the present value of the aggregate Rent and Additional
Rent at the same annual rate for the remainder of the Term as then in effect
over the then present value of the then aggregate fair rental value of the
Premises for the balance of the Term immediately prior to such termination,
such present worth to be computed in each case on the basis of a five percent
(5%) per annum discount from the respective dates upon which Rent would have
been payable under this Lease had the Term not been terminated, and (iii) any
additional damages, including any costs or expenditures to fit the Premises to
the needs of Tenant, reasonable attorneys’ fees and court costs which Landlord
sustains by reason of the breach of any of the covenants of this Lease other
than for the payment of Base Rent and Additional Rent.


 


16.4.       Right To
Re-Enter.


 


If the Event of Default is the nonpayment of Rent,
Landlord may, as an alternative to terminating the Lease, serve a written
demand for possession or payment.  Unless
the Rent is paid in accordance with the demand for possession or payment,
Landlord is entitled to possession of the Premises and Tenant will then have no
further right to possession under the Lease. 
Tenant remains liable to Landlord for the payment of all Rent and other
charges which Tenant has agreed to pay under this Lease throughout the
remainder of its Term.  If Landlord
elects to re-enter, as provided, it may from time to time, without terminating
this Lease, make such alterations and repairs as may be necessary in order to
relet the Premises, and relet all or any part of such Premises for such term or
terms (which may be for a term extending beyond the Term of this Lease) and at
such rental or rentals and upon such other terms and conditions as Landlord in
its reasonable discretion may deem advisable. 
Upon each such reletting all rentals and other sums received by Landlord
from such reletting are applied, first, to the payment of any indebtedness
other than rent due under this Lease from Tenant to Landlord; second, to the
payment of any costs and expenses of such reletting, including reasonable
brokerage fees and attorneys’ fees and costs of such alterations and repairs;
third, to the payment of Rent and other charges due from Tenant, and the residue,
if any, will be held by Landlord and applied in payment of future rent as the
same may become due and payable.  If such
rentals and other sums received from such reletting during any month are
insufficient to pay the Rent and other charges due from Tenant, Tenant agrees
to pay such deficiency to Landlord.  Such
deficiency will be calculated and paid monthly. 
No such re-entry or taking possession of such premises by Landlord may
be construed as an election on its part to terminate this Lease.  Notwithstanding any such reletting without
termination, Landlord may at any time elect to terminate this Lease for such
previous breach.


 


16





















 


16.5.       Independent Covenant.


 


Tenant acknowledges and agrees that its obligation to
pay Rent under this Lease is an independent covenant and that such obligation
to pay Rent is not subject to setoff or recoupment in connection with any
action for summary proceedings to recover possession of the Premises.


 


16.6.       Legal Expenses.


 


If Landlord or Tenant is required to bring an action
arising out of the covenants, terms, conditions or provisions of this Lease, or
if Landlord undertakes an action for summary proceedings to recover possession
of the Premises, the prevailing party will be reimbursed by the other party for
such reasonable costs and attorneys’ fees as the prevailing party may incur in
connection with such action.


 


17.          PAYMENT
BY TENANT; NON-WAIVER.


 


17.1.       Payment by Tenant.


 


Upon any Event of Default, Tenant agrees to pay to
Landlord all costs incurred by Landlord (including court costs and reasonable
attorneys’ fees and expenses) in (1) obtaining possession of the Premises, (2)
removing and storing Tenant’s or any other occupant’s property, (3) repairing,
restoring, altering, remodeling, or otherwise putting the Premises into
condition acceptable to a new tenant, (4) if Tenant is dispossessed of the
Premises and this Lease is not terminated, reletting all or any part of the
Premises (including brokerage commissions, cost of tenant finish work, and
other costs incidental to such reletting), (5) performing Tenant’s obligations
which Tenant failed to perform, and (6) enforcing its rights, remedies and
recourses arising out of the Event of Default or in obtaining advice about the
same.  To the full extent permitted by
law, Landlord and Tenant agree the federal and state courts of the state in
which the Premises and Building are located have exclusive jurisdiction over
any matter relating to or arising from this Lease and the parties’ rights and
obligations under this Lease.


 


17.2.       No Waiver.


 


Landlord’s acceptance of any payment from Tenant
following an Event of Default will be deemed Rent and will not waive Landlord’s
rights regarding such Event of Default. 
No waiver by Landlord of any violation or breach of any term(s)
contained in this Lease will waive Landlord’s rights regarding any future
violation of such term(s).  Landlord’s
acceptance of any partial payment of Rent will not waive Landlord’s rights with
regard to the remaining portion of the Rent that is due, regardless of any
endorsement or other statement on any instrument delivered in payment of Rent
or any writing delivered in connection with such Rent.  Accordingly, Landlord’s acceptance of a
partial payment of Rent will not constitute an accord and satisfaction of the
full amount of the Rent that is due.


 


18.          SURRENDER
OF PREMISES.


 


No act by Landlord will be deemed an acceptance of a
surrender of the Premises, and no agreement to accept a surrender of the
Premises will be valid unless it is in writing and signed by Landlord.  At the expiration or termination of this
Lease, Tenant must deliver the Premises to Landlord with all improvements in
good repair and condition, broom-clean, except for reasonable wear and tear
(and condemnation and Casualty damage, as to which Sections 12 and 13 above
control).  All alterations, additions,
improvements, equipment and wiring made in or upon the Premises shall remain on
the Premises without compensation to Tenant. 
Tenant must also deliver to Landlord all keys to the Premises.  So long as Tenant has performed all of 


 


17





















 


its obligations under
this Lease, Tenant may remove all unattached trade fixtures and personal
property placed in the Premises by Tenant, provided that Tenant remains
obligated to repair all damage caused by such removal.  All items not so removed will be deemed to
have been abandoned by Tenant and may be appropriated, sold, stored, destroyed,
or otherwise disposed of by Landlord without notice to Tenant and without any
obligation to account for such items. 
The provisions of this Section 18 will survive the end of the Term.


 


19.          HOLDING OVER.


 


If Tenant fails to vacate the Premises at the end of
the Term, then Tenant will be a tenant-at-will and, in addition to all other
damages and remedies to which Landlord may be entitled for such holding over,
Tenant must pay to Landlord a monthly Base Rent for all or any part of a month
equal to 150% of the aggregate Base Rent plus all other Rent payable during the
last month of the Term.  Tenant is also
responsible for all damages, consequential as well as direct, incurred or
sustained by Landlord by reason of such retention, together with all costs
incurred by Landlord (including but not limited to reasonable attorneys’ fees)
in connection with such holdover.  In
addition, if Tenant holds over for more than thirty (30) days, then Landlord
may elect, upon notice to Tenant, that such holding over will constitute a
renewal of this Lease for one (1) year at the stated holdover rate, but
acceptance by Landlord of Rent after such termination will not in and of itself
constitute a renewal.  Nothing contained
in this Section 19, however, will be construed or operate as a waiver of
Landlord’s right of re-entry or any other right of Landlord.


 


20.          CERTAIN
RIGHTS RESERVED BY LANDLORD.


 


Landlord reserves the following rights which may be
exercised without notice (except as otherwise expressly provided below) and
without liability to Tenant for damage or injury to property, person or
business, and without effecting an eviction or disturbance of Tenant’s use or
possession of the Premises, nor giving rise to any claim for setoff or
abatement of Rent or affecting any of Tenant’s obligations under this Lease:


 


(a)           To
decorate and to make inspections, repairs, alterations, additions, changes, or
improvements, whether structural or otherwise, in and about the Building during
ordinary business hours, and if Tenant desires to have such work done during
other than business hours, Tenant agrees to pay all overtime and additional
expenses resulting from such work; to enter upon the Premises and, during the
continuance of any such work; to temporarily close doors, entryways, public
space, and corridors in the Building; and to interrupt or temporarily suspend
Building services and facilities agreed to be furnished by Landlord, all
without the same constituting an eviction of Tenant in whole or in part and
without abatement of Rent by reason of loss or interruption of the business of
Tenant or otherwise and without in any manner rendering Landlord liable for
damages or relieving Tenant from the performance of Tenant’s obligations under
this Lease; provided, however, reasonable access to the Premises will be
maintained and the business of Tenant may not be interfered with; and further
provided, however, that except for routine maintenance and emergencies,
Landlord may access the Premises only (i) after six (6) hours advance notice to
Tenant, (ii) outside of business hours, and (iii) if such access does not unreasonably
interfere with Tenant’s business;


 


(b)           To change
the name and street address of the Building, provided that Landlord shall give
Tenant not less than sixty (60) days’ prior written notice of a street address
change if such change was initiated by Landlord; and to change the arrangement
and location of entrances or passageways, doors, and doorways, corridors,
elevators, stairs, restrooms or other public parts of the Building;


 


18





















 


(c)           To take
such reasonable measures as Landlord deems advisable for the security of the
Building and its occupants; evacuating the Building for cause, suspected cause,
or for drill purposes; temporarily denying access to the Building; and closing
the Building after normal business hours and on Sundays and holidays, subject,
however, to Tenant’s right to enter when the Building is closed after normal
business hours under such reasonable regulations as Landlord may prescribe from
time to time for application to and for the benefit and protection of all
tenants of the Building;


 


(d)           Upon prior oral notice
to Tenant, to enter the Premises during reasonable hours (i) at any time during
the Term to show the Premises to prospective purchasers or lenders, or (ii)
during the last twelve (12) months of the Term to show the Premises to
prospective tenants, and to decorate, remodel, repair, alter or otherwise
prepare the Premises for reoccupancy at any time after Tenant vacates or
abandons the Premises;


 


(e)           Upon prior written
notice to Tenant, to relocate Tenant within the Building to new space (the “Relocation Space”) which is comparable in size, utility and
condition to the Premises, including any additions, alterations and
improvements made by Tenant in accordance with the terms of this Lease.  Such relocation will be effective on a date
specified by Landlord, which date will not be less than ninety (90) days after
Landlord’s notice.  If Landlord relocates
Tenant, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket
expenses directly related to Tenant’s move to the Relocation Space.  Upon such relocation, the Relocation Space
will be deemed to be the Premises, the terms of the Lease will remain in full
force and apply to the Relocation Space, and Landlord and Tenant agree to
execute an amendment to this Lease confirming such relocation of Tenant to the
Relocation Space within twenty (20) days after Tenant takes possession of the
Relocation Space;


 


(f)            To maintain within the
lobby of the Building a directory containing a standard listing with Tenant’s
name;


 


(g)           To install and maintain
signs on the exterior and interior of the Building;


 


(h)           To prescribe and
approve in advance the location and style of any suite number and identification
sign or lettering on the door to the Premises occupied by Tenant, the cost of
which signage shall be borne by Tenant;


 


(i)            To retain at all times
and to use in appropriate instances pass keys to the Premises;


 


(j)            To grant to anyone the
right to conduct any business or render any service in the Building, whether or
not it is the same as or similar to the use expressly permitted to Tenant in Section 7
above;


 


(k)           To have access for
Landlord and other tenants of the Building to all mail chutes according to the
rules of the United States Post Office;


 


(l)            To require all persons
entering or leaving the Building during such hours as Landlord may from time to
time determine to identify themselves to watchmen or security personnel by
registration or otherwise, and to establish their right to enter or leave the
Building; provided Landlord will not be liable in damages for any error with
respect to admission to or eviction or exclusion of any person from the
Building. In case of fire, invasion, insurrection, mob, riot, civil disorder,
public excitement or other commotion, or threat thereof, Landlord reserves the
right to limit or prevent access to the Building during the continuance of
same, shut down elevator service, activate elevator emergency controls, or
otherwise take such action or preventive measures 


 


19





















 


deemed necessary by Landlord for the safety of the
tenants or other occupants of the Building or the protection of the Building
and the property in the Building. Tenant agrees to cooperate in any reasonable
safety program developed by Landlord; and


 


(m)          From time to time to
make and adopt such reasonable rules and regulations, in addition to or other
than or by way of amendment or modification of the rules and regulations
contained in Exhibit B attached to this Lease or other sections of this
Lease, for the protection and welfare of the Building, its tenants and
occupants, as Landlord may determine, and Tenant agrees to abide by all such
rules and regulations so long as the same are uniformly enforced by Landlord
against all other tenants in the Building.


 


21.          MISCELLANEOUS.


 


21.1.       Landlord Transfer.


 


Landlord may transfer any portion of the Building and
any of its rights under this Lease. If Landlord assigns its rights under this
Lease, then Landlord will be released from any further obligations under this
Lease, provided that the assignee assumes all of Landlord’s obligations under
this Lease in writing.


 


21.2.       Landlord’s Liability.


 


The liability of Landlord and Landlord’s Affiliates
(as defined below) to Tenant for any default by Landlord under the terms of
this Lease will be recoverable only from the interest of Landlord in the
Building, and Tenant agrees to look solely to Landlord’s interest in the
Building for the enforcement of any judgment, award, order or other remedy
under or in connection with this Lease. Under no circumstances will Landlord or
Landlord’s Affiliates have any personal liability for any of the foregoing
matters. The term “Landlord’s Affiliates”
means collectively Landlord’s property manager and its and Landlord’s
respective current and future affiliates, managers, members, principals,
investors, directors, officers, general or limited partners, shareholders,
managers, employees, agents, representatives, successors and assigns.


 


21.3.       Force Majeure.


 


Other than for Tenant’s obligations under this Lease
which can be performed by the payment of money (e.g., payment of Rent and
maintenance of insurance), whenever a period of time is prescribed for action
to be taken by either party, such party will not be liable or responsible for,
and there will be excluded from the computation of any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials,
war, governmental laws, regulations, or restrictions, or any other causes of
any kind whatsoever which are beyond the reasonable control of such party.


 


21.4.       Brokerage.


 


Neither Tenant nor Landlord has dealt with any broker
or agent in connection with the negotiation or execution of this Lease, other
than Landlord’s Broker and Tenant’s Broker, whose commissions are payable by
Landlord.  Each party agrees to defend,
indemnify and hold the other party harmless from and against all claims,
damages, costs, expenses, attorneys’ fees and other liabilities for commissions
or other compensation claimed by any other broker or agent.


 


21.5.       Estoppel Certificates.


 


From time to time, Tenant agrees to furnish to
Landlord, Landlord’s Mortgagee or any third party designated by Landlord,
within ten (10) days after Landlord has made a request, a 


 


20





















 


written estoppel
certificate signed by Tenant or an authorized signatory of Tenant in the form
attached as Exhibit D, confirming and certifying to such party, as of
the date of such estoppel certificate, to the extent factual or known, (i) that
Tenant is in possession of the Premises, (ii) that this Lease is unmodified and
in full force and effect (or if there have been modifications, that this Lease
is in full force and effect as modified and setting forth such modification);
(iii) that Tenant has no offsets, claims or defenses against Rent or the
enforcement of any right or remedy of Landlord, or any duty or obligation of
Tenant under this Lease (and, if so, specifying the same in detail); (iv) the
dates through which Base Rent and Additional Rent have been paid; (v) that
Tenant has no knowledge of any then uncured defaults on the part of Landlord
under this Lease (or if Tenant has knowledge of any such uncured defaults,
specifying the same in detail); (vi) that Tenant having made due investigation
has no knowledge of any event having occurred that authorizes the termination
of this Lease by Tenant (or if Tenant has such knowledge, specifying the same
in detail): (vii) the amount of any Security Deposit held by Landlord; (viii)
that there are no actions, whether voluntary or otherwise, pending against
Tenant; and (ix) other matters reasonably requested by Landlord or such other
party.  If Tenant fails to deliver the
estoppel certificate described above within said ten (10) day period, Tenant
acknowledges and agrees that Landlord is authorized to act as Tenant’s
attorney-in-fact to execute the estoppel certificate on behalf of Tenant, and
Tenant will be bound by the terms of the estoppel certificate prepared and
executed by Landlord.


 


21.6.       Notices.


 


All notices and other communications given pursuant to
this Lease must be in writing and must be sent to the parties listed in the
Lease Information Summary above by (1) first class mail, United States Mail,
postage prepaid, certified, with return receipt requested, and addressed to the
parties at the address specified in the Lease Information Summary, (2) a
nationally recognized overnight courier, (3) personal delivery to the intended
address, or (4) prepaid telegram, cable, facsimile transmission or telex with
confirmation of successful transmission followed by a confirmatory letter.  All notices will be effective upon delivery
to the address of the addressee, or, if the addressee refuses delivery, then
delivery will be deemed effective as of the date of the attempted
delivery.  The parties may change their
addresses by giving notice of such change to the other party in conformity with
this provision.


 


21.7.       Severability.


 


If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws, then the remainder of
this Lease will not be affected, and in lieu of such clause or provision, a
clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision will be deemed added to this Lease as may be
possible and be legal, valid, and enforceable.


 


21.8.       Amendments; Binding
Effect.


 


This Lease may not be amended except by instrument in writing
signed by Landlord and Tenant.  No
provision of this Lease will be deemed to have been modified or waived by
either party unless such modification or waiver is in writing signed by such
party.  No custom or practice which may
evolve between the parties in the administration of the terms of this Lease
will waive or diminish the right of either party to insist upon the performance
by the other party in strict accordance with the terms of this Lease, except as
expressly modified in writing signed by Landlord and Tenant.  The terms and conditions contained in this
Lease will inure to the benefit of and be binding upon the parties, and upon
their respective successors in interest and legal representatives, except as
otherwise expressly provided.  This Lease
is for the sole benefit of Landlord and Tenant, and, other than Landlord’s
Mortgagee, no third party may be deemed a third party beneficiary.


 


21





















 


21.9.       Quiet Enjoyment.


 


So long as Tenant performs all of its obligations
under this Lease, Tenant may peaceably and quietly hold and enjoy the Premises
during the Term without hindrance from Landlord or any party claiming by,
through, or under Landlord, subject to the terms and conditions of this Lease.


 


21.10.     No Merger.


 


No merger of the leasehold estate created under this
Lease with the fee estate in all or any part of the Premises will occur if the
same person acquires or holds, directly or indirectly, this Lease or any
interest in this Lease and the fee estate in the leasehold Premises or any
interest in such fee estate.


 


21.11.     No Offer.


 


The submission of this Lease to Tenant may not be
construed as an offer, and Tenant will have no rights under this Lease unless
Landlord executes a copy of this Lease and delivers it to Tenant.


 


21.12.     Entire Agreement; Governing Law.


 


This Lease constitutes the entire agreement between
Landlord and Tenant regarding the subject matter of this Lease and supersedes
all prior related oral statements and writings. Except for those set forth in
this Lease, no representations, warranties, or agreements have been made by
Landlord or Tenant to the other with respect to this Lease or the obligations
of Landlord or Tenant in connection with this Lease.  This Lease shall be governed by, construed
under and be enforceable in accordance with the laws of the State of Illinois.


 


21.13.     Calendar Days.


 


All references in this Agreement to a certain number
of days will be deemed to mean calendar days, unless otherwise expressly
stated.


 


21.14.     Prohibition Against Leasehold Mortgages.


 


Tenant will not mortgage, pledge or otherwise encumber
its interest in this Lease or in the Premises during the Term.


 


21.15.     Waiver of Trial by Jury.


 


Landlord and Tenant mutually, knowingly, irrevocably,
voluntarily and intentionally waive the right to a trial by jury in any action,
proceeding or counterclaim brought by either of the parties against the other
in connection with this Lease.  Each
party further warrants and represents that it has reviewed this waiver with its
legal counsel and that each has waived its jury trial rights following
consultation with legal counsel.  This
waiver applies to any and all subsequent amendments and any other agreements
relating to this Lease.  In the event of
litigation, this Lease may be filed as a written consent to a trial by the
court sitting without a jury.  Tenant
further agrees that in the event Landlord commences any summary proceeding for
non-payment of Rent, Tenant will not interpose any counterclaim of any nature
or description in such proceeding.


 


21.16.     Landlord’s Remedies Cumulative.


 


No reference to any specific right or remedy will
preclude Landlord or Tenant from exercising any other right, having any other
remedy or maintaining any action to which it may otherwise be entitled at law
or in equity.  No failure by either party
to insist upon the strict performance of any agreement, term, covenant or
condition of this Lease, or to exercise any 


 


22





















 


right or remedy consequent
upon a breach thereof, and in the case of Landlord no acceptance of full or
partial Rent during the continuance of any such breach will constitute a waiver
of any such breach, agreement, term, covenant or condition.  No waiver by Landlord or Tenant of any breach
by the other party or, in the case of Landlord, of any breach by any other
tenant under any other lease or any portion of the Building will affect or
alter this Lease in any way whatsoever. 
No covenant, term or condition of this Lease will be deemed waived by
either party unless such waiver is in writing and executed by such party.  Landlord may accept a partial payment of Rent
or other sums due under this Lease without such acceptance constituting an accord
and satisfaction and without prejudice to Landlord’s right to demand the
balance of such Rent or other sum, notwithstanding any notation on a check or
letter accompanying such partial payment, unless Landlord expressly waives its
right to such balance in writing.


 


21.17.     Prohibition Against Recordation.


 


Tenant may not record all or any part of this Lease or
any memorandum of this Lease.  Any
recording by Tenant of all or any part of this Lease or any memorandum of this
Lease will be in violation of this Lease and will be void, and Tenant agrees to
indemnify Landlord, its managers, members, agents, successors and assigns for
any losses, damages or expenses of any nature whatsoever incurred by reason of
such recording.  In the event Tenant
records or causes all or any part of this Lease or any memorandum of this Lease
to be recorded, Tenant hereby irrevocably appoints Landlord as Tenant’s
attorney-in-fact, coupled with an interest, to execute and record a certificate
to clear any cloud on the title to the Building created by the improper recordation.


 


21.18.     INTENTIONALLY DELETED.


 


21.19.     Joint and Several Liability.


 


If two (2) or more individuals, corporations,
partnerships or other business associations (or any combination of two (2) or
more thereof) sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other business association to pay Rent and perform
all of Tenant’s other obligations under this Lease are deemed to be joint and
several.


 


21.20.     Corporate
Tenants.


 


If Tenant is a
corporation, the persons executing this Lease on behalf of Tenant hereby
covenant and warrant that Tenant is a duly constituted corporation qualified to
do business in the State of Illinois; all of Tenant’s franchise and corporate
taxes have been paid to date; all future forms, reports, fees and other
documents necessary for Tenant to comply with all applicable laws will be filed
by Tenant when due; and such persons are duly authorized by the board of
directors of such corporation to execute and deliver this Lease on behalf of Tenant.


 


21.21.     Option To Renew.


 


Provided Tenant is not in default under the terms and
conditions of this Lease, and so long as no event has occurred but for the
passage of time or the giving of notice, or both, would constitute a default
under this Lease, Tenant shall have the option (the “Renewal
Option”) to renew the Term of this Lease for one (1) additional five
(5) year period (the “Renewal Period”).  If Tenant desires to exercise the Renewal
Option, Tenant must deliver written notice (the “Renewal Notice”)
to Landlord not less than nine (9) months prior to the scheduled expiration of
the Term; otherwise, the Renewal Option will lapse and be deemed forever waived
by Tenant.  The same terms and conditions
contained in this Lease will apply during the Renewal Period, except that the
Base Rent will be the then prevailing market rental rate for 


 


23





















 


buildings of similar size
and class located in the downtown Chicago area as reasonably determined by
Landlord.  Any attempt by Tenant to
exercise the Renewal Option by any method, at any time or under any
circumstances other than as specifically set forth herein will be null and void
and of no force or effect at the sole option and discretion of Landlord.


 


21.22.     Right of First Offer.


 


So long as (i) Tenant has continuously occupied the
Premises and is not in default under the terms and conditions of this Lease as
of the date Tenant notifies Landlord of Tenant’s desire to exercise its “Right
of First Offer” (as defined below), and (ii) no event has occurred which but
for the passage of time or the giving of notice, or both, would constitute a
default under this Lease, during the Term of this Lease Tenant shall have a
one-time right of first offer (the “Right of First Offer”)
to rent any remaining portion of the 18th floor of the Building (the “ROFO Premises”)
if the ROFO Premises becomes available during the Term, subject to the terms
and conditions set forth below. 
Notwithstanding anything contained herein to the contrary, all or any
portion of the ROFO Premises will not be considered available and subject to
Tenant’s Right of First Offer if (x) any tenant of the Building occupying the
ROFO Premises (a “Pre-existing Tenant”) pursuant to
a lease in effect as of the date of this Lease has a right to extend or renew
the term of its lease, (y) Landlord and the Pre-existing Tenant agree to extend
the term of such existing lease or enter into a new lease for all or any
portion of the ROFO Premises, or (z) any other tenant in the Building having
the right to lease or occupy all or any portion of the ROFO Premises as of the
date of this Lease exercises its right to lease such portion of the ROFO
Premises (including any extension or renewal of such lease) if the ROFO
Premises become available during the Term, including after Tenant’s failure to
exercise its Right of First Offer.  At
any time during the Term that Landlord desires to market or lease all or any
portion of the ROFO Premises, Landlord will notify Tenant in writing (“Landlord’s Notice”) of Landlord’s intention to so market or
lease the ROFO Premises, together with the date when the ROFO Premises can be
made available to Tenant (the “Availability Date”)
and the terms and conditions upon which Landlord is prepared to lease all or
any portion of such ROFO Premises (the “ROFO Premises Terms and
Conditions”).  Tenant must
then notify Landlord in writing within ten (10) days following Tenant’s receipt
of Landlord’s Notice whether Tenant desires to exercise its Right of First Offer.  Tenant’s Right of First Offer may only be
exercised as to the entire ROFO Premises. 
If Tenant declines to exercise its Right of First Offer or does not
notify Landlord of Tenant’s election to exercise its Right of First Offer with
respect to the ROFO Premises within said ten (10) day period, then Landlord may
enter into a new lease with any third party with respect to such ROFO Premises
and Tenant will be deemed to have [forever] waived its Right of First Offer with respect to the ROFO
Premises.  If Tenant elects to exercise
its Right of First Offer and so notifies Landlord within such ten (10) day
period, then Tenant will accept a lease of the ROFO Premises as of the
Availability Date in its then “AS-IS”
condition, subject to the ROFO Premises Terms and Conditions, and otherwise on
the same terms and conditions contained in the Lease, except that (1) the Base
Rent for the ROFO Premises will be the then prevailing market rental rate for
buildings of a similar size and class located in the downtown Chicago area; (2)
the term “Premises” for all purposes of this
Lease will include the ROFO Premises, and (3) the numerator of Tenant’s
Proportionate Share will increase by the amount of rentable square feet
contained within the ROFO Premises. 
Tenant will commence paying Rent for the ROFO Premises on the earlier of
the date Tenant takes occupancy of the ROFO Premises or one hundred twenty
(120) days after the Availability Date. 
Within thirty (30) days after Tenant elects to exercise its Right of
First Offer, Landlord and Tenant will enter into an amendment to this Lease in
order to incorporate the ROFO Premises Terms and Conditions and to otherwise
conform such terms and provisions to this Lease.


 


24





















 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  ONE NORTH LASALLE
  PROPERTIES, LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  Its:

  	
  Authorized signer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  eCOLLEGE.com,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite M. Elias

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
						



 


25





















 


EXHIBIT A


 


OUTLINE
OF PREMISES


 





















 


EXHIBIT B


 


BUILDING
RULES AND REGULATIONS


 


The following rules and regulations will apply to the
Premises, the Building and any appurtenances:


 


Sidewalks, doorways, vestibules, halls, stairways, and
other similar areas may not be obstructed by tenants or used by any tenant for
purposes other than ingress and egress to and from their respective leased
premises and for going from one to another part of the Building.


 


Plumbing fixtures and appliances may be used only for
the purposes for which designed, and no sweepings, rubbish, rags or other
unsuitable material may be thrown or deposited in such fixtures and appliances.
Damage resulting to any such fixtures or appliances from misuse by a tenant or
its agents, employees or invitees, shall be paid by such tenant.


 


No signs, advertisements or notices may be painted or
affixed on or to any windows or doors or other part of the Building without the
prior written consent of Landlord. No nails, hooks or screws may be driven or
inserted in any part of the Building except by Building maintenance personnel.
No curtains or other window treatments may be placed between the glass and the
Building standard window treatments.


 


Landlord will provide and maintain an alphabetical
directory for all tenants and key employees of Tenant in the main lobby of the
Building.


 


Landlord will provide all door locks in each tenant’s
leased premises, at the cost of such tenant, and no tenant may place any additional
door locks in its leased premises without Landlord’s prior written consent.
Landlord will furnish to each tenant a reasonable number of keys to such tenant’s
leased premises, at such tenant’s cost, and no tenant may make a duplicate.


 


Movement in or out of the Building of furniture or
office equipment, or dispatch or receipt by tenants of any bulky material,
merchandise or materials which require use of elevators or stairways, or
movement through the Building entrances or lobby may be conducted under Landlord’s
supervision at such times and in such a manner as Landlord may reasonably
require. Each tenant assumes all risks of and will be liable for all damage to
articles moved and injury to persons or public engaged or not engaged in such
movement, including equipment, property and personnel of Landlord if damaged or
injured as a result of acts in connection with carrying out this service for
such tenant.


 


Landlord may prescribe weight limitations and
determine the locations for safes and other heavy equipment or items, which
will in all cases be placed in the Building so as to distribute weight in a
manner acceptable to Landlord which may include the use of such supporting
devices as Landlord may require. All damages to the Building caused by the
installation or removal of any property of a tenant, or done by a tenant’s
property while in the Building, will be repaired at the expense of such tenant.


 


Corridor doors, when not in use, must be kept closed.
Nothing may be swept or thrown into the corridors, halls, elevator shafts or
stairways. No birds or animals may be brought into or kept in, on or about any
tenant’s leased premises. No portion of any tenant’s leased premises may at any
time be used or occupied as sleeping or lodging quarters.


 





















 


Tenant will cooperate with Landlord’s employees in
keeping its leased premises neat and clean. 
Tenant will not employ any person for the purpose of such cleaning other
than the Building’s cleaning and maintenance personnel.


 


To ensure orderly operation of the Building, no ice,
mineral or other water, towels, newspapers, etc. may be delivered to any leased
area except by persons approved by Landlord.


 


Tenant may not make or permit any improper,
objectionable or unpleasant noises or odors in the Building or otherwise interfere
in any way with other tenants or persons having business with them.


 


No machinery of any kind (other than normal office
equipment) may be operated by any tenant on its leased area without Landlord’s
prior written consent, nor may any tenant use or keep in the Building any
flammable or explosive fluid or substance.


 


Landlord will not be responsible for lost or stolen
personal property, money or jewelry from tenant’s leased premises or public or
common areas regardless of whether such loss occurs when the area is locked
against entry or not.


 


No vending or dispensing machines of any kind may be
maintained in any leased premises without the prior written permission of
Landlord.


 





















 


EXHIBIT C


 


HVAC
SPECIFICATIONS


 


The
HVAC system serving the Premises will meet the following criteria:


 


When
the outside air temperature is 95 degrees F dry bulb / 74 degrees F wet bulb,
the HVAC system is designed to maintain an average inside air temperature of 76
degrees F, plus or minus two (2) degrees F.


 


When
the outside air temperature is -3 degrees F, the HVAC system is designed to
maintain an average inside air temperature of 70 degrees F, plus or minus two
(2) degrees F.


 





















 


EXHIBIT D


 


ESTOPPEL
CERTIFICATE


 


The undersigned tenant (“Tenant”) certifies as follows:


 


1.             Tenant
entered into a written lease dated December         ,
2004 (the “Lease”) with One North LaSalle
Properties, LLC, as landlord (“Landlord”),
under which Lease Landlord leased to Tenant and Tenant rented from Landlord
certain premises on the 18th floor of the building located at One
North LaSalle Street, Chicago, Illinois 60602 (the “Premises”).


 


2.  The Lease is unmodified and in full force and
effect; Tenant accepted and presently occupies the Premises and is paying rent
currently; to the best of Tenant’s knowledge, Tenant has no setoffs, claims or
defenses to the payment of Rent or the enforcement of the Lease; and Tenant has
not assigned or transferred its interest thereunder.


 


3.             Tenant’s
Base Rent under the Lease is currently $                        
and has been paid through                           ,
20      .


 


4.             As
of this date, there are no legal actions or proceedings (voluntary or
otherwise) pending against Tenant which would impair or adversely affect Tenant’s
ability to perform its obligations under the Lease; Tenant is not in default under
the Lease; and Tenant has not committed any breach of the Lease and no notice
of default has been given to Tenant.


 


5.             As
of this date, to the best of Tenant’s knowledge, Landlord is not in default
under the Lease, no notice of default has been given to Landlord and Tenant has
no right to terminate the Lease.


 


6.             No
rent or other moneys have been paid to Landlord or Landlord’s agent by Tenant
more than thirty (30) days in advance under the Lease, and a security deposit
has been paid by Tenant in the amount of $                          .


 


7.             The
term of the Lease expires on                       ,
2010, and except for the Renewal Option described in Section 21.21 of the
Lease, Tenant has no rights to extend the term of the Lease nor purchase all or
any portion of the Premises.


 


8.             Tenant
has no claim against Landlord for any prepaid rent.


 


9.             The
Lease constitutes the only agreement between Landlord and Tenant with respect
to the Premises, and the Lease has not been amended, modified or superseded.


 


	
  Dated:

  	
   

  	
  , 2004.

  
	
   

  
	
  TENANT:

  
	
   

  
	
  eCOLLEGE.com,

  
	
  a Delaware corporation

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
					



 





















 


EXHIBIT E


 


JANITORIAL
SPECIFICATIONS


 


A.            Office Area


 


I.      Nightly Services (Monday – Friday):


 


a.     Gather
all waste paper and place for disposal.


b.     Empty
and wash all ashtrays.


c.     Sweep
and/or dust mop all floor surfaces.


d.     Vacuum
clean all carpeted areas.


e.     Dust
desks, chairs, tables and other office furniture.


f.      Dust
all ledges and other flat surfaces within reach.


g.     Dust
counters, file cabinets and telephones.


h.     Properly
arrange furniture in offices.


i.      Remove
fingerprints from doors and partition glass.


j.      Wash
all drinking fountains.


k.     Check
doors and lock upon completion of work.


l.      Leave
only designated lights on.


m.    Keep
janitor closets clean and orderly.


 


II.    Weekly Services:


 


a.     Remove
fingerprints from woodwork, walls and partitions.


b.     Spray
buff floors in public areas.


 


III.   Monthly Services:


 


a.     Spot
clean corridor walls.


b.     Polish
or clean door kick plates and thresholds.


c.     Wash
all waste baskets.


d.     Lift
and clean under all plastic floor pads.


e.     Dust
all venetian blinds.


f.      Dust
high partition ledges and moldings.


g.     Dust
or vacuum air grills.


h.     Vacuum
upholstery.


 


IV.   Semi-Annually:


 


a.     Apply
floor finish to all composition floors.


 


V.    Restrooms and Lounges:


 


A.    Nightly
Services (Monday – Friday):


 


1.     Clean
restrooms, wash basins, dispensers and chrome fittings.


2.     Clean
mirrors and frames.


3.     Wet
mop floors.


 





















 


4.     Sanitize
toilets, toilet seats and urinals.


5.     Dust
ledges and partitions.


6.     Report
to Building Office, any fixture not working properly.


 


B.    Dailey
Services (Monday – Friday)


 


1.     Restock
ladies and men’s washroom from 3 – 25 with paper   products, hand soap, and wipe down counter
tops, sinks, and mirrors. Empty garbage cans if full.


2.     Sweep
loose paper products from floor twice daily.


3.     Mop
floor as necessary.


 


C.    Weekly Services:


 


1.     Spot
wash partitions, walls and doors.


2.     Remove
any soap scum or residue left from dispenser soap.


 


D.    Monthly Services:


 


1.     Apply
floor finish to composition floors.


2.     Dust
ceiling vents.


 


E.     Bi-Monthly
Services:


 


1.     Scrub
all wainscoting and partitions.


 


VI.   Carpet Maintenance:


 


A.    Nightly
Services (Monday – Friday):


 


1.     Spot
clean coffee, ink and other minor stains.


2.     Report
large stains to Building Office.


3.     Rotary
clean traffic areas and corridors


 


B.    Semi-Monthly
Service:


 


1.     Shampoo
the elevator carpets.


 


C.    Yearly
Services:


 


1.     Shampoo
public area (elevator lobbies) carpet on all floors.


 


Landlord will provide the
following services for the tenants on or upon request at an additional charge:


 


1.     Pile
Lifting:  This service consists of using
a powerful vacuum with an      adjustable
brush for lifting the Pile.


2.     Spot
Clean Stains:  Remove of difficult stains
by an expert.


3.     Complete
Shampooing:  Consists of pile lifting,
spot cleaning and shampooing the carpets with a quick drying shampoo.


 





















 


4.     We
also re-weave and stretch carpets.


 


A.    Exterior
Areas:


 


1.     Remove
all trash, sweep all around building perimeter, empty and change sand in
cigarette urns, clean all metal window frames, as required around the building.


 


B.    Main
Lobby:


 


1.             Sweep
lobby floor, clean spills and stains. 
Damp mop floor as necessary.


 


2.             Spot
clean all entrance glass, directory glass, check glass doors for fingerprints
and smudges twice a day.  Dust
windowsills and metal ledges as necessary.


 


3.             Remove
or place runners as necessary.  Vacuum
lobby mats as required.


 


4.             Clean
ashtrays twice a day.


 


C.    Lobby
Elevators:


 


Vacuum carpeted floors,
remove any spots and chewing gum.  Spot
clean elevator walls, panels and doors twice a day.  Vacuum elevator cars as required.


 





















 


EXHIBIT F


 


WORKLETTER


 


THIS WORKLETTER (the “Workletter”) is referred to in and specifically made a part
of that certain lease dated December           ,
2004 (the “Lease”) by and between ONE NORTH
LASALLE PROPERTIES, LLC, a Delaware limited liability company (“Landlord”), and eCOLLEGE.com, a Delaware corporation (“Tenant”).


 


Landlord and Tenant agree
that their respective rights and obligations with respect to the construction
of the Premises shall be as provided in the Lease and in this Workletter.  All of the terms used herein which are
defined in the Lease shall have the same meanings as provided in the Lease
unless otherwise stated herein.


 


1.             Landlord Delivery Work.  Landlord, at its sole cost and expense, shall
perform or cause to be performed the work described in Exhibit H attached to
the Lease and incorporated herein (the “Landlord Delivery Work”),
without cost to Tenant or deduction from “Landlord’s Contribution” (as
hereinafter defined).


 


2.             Work.  Tenant, at its sole cost and expense, shall
perform or cause to be performed the work (the “Work”)
in the Premises provided for in the Plans (as defined in paragraph 3 hereof)
submitted to and approved by Landlord. Tenant’s Work shall be constructed in a
good and workmanlike fashion, in accordance with the requirements set forth
herein and in compliance with all applicable laws, ordinances, rules and other
governmental requirements. Tenant shall commence the construction of the Work
promptly following completion of the preconstruction activities provided for in
paragraph 3 below and shall diligently proceed with all such construction.
Tenant shall coordinate its Work so as to avoid interference with any other
work being performed by or on behalf of Landlord (including, without
limitation, the Landlord Delivery Work) and any other tenants in the Building.


 


3.             Preconstruction Activities.


 


(a) On or before December 31,
2004, Tenant shall submit the following information and items to Landlord for
Landlord’s review and approval:


 


(i) a
detailed construction schedule containing the major components of the Work
and the time required for each, including the scheduled commencement date of
construction of the Work, milestone dates and the estimated date of completion
of construction;


 


(ii)
an itemized statement of the estimated construction cost, including permits and
architectural and engineering fees;


 


(iii)
evidence satisfactory to Landlord of Tenant’s ability to pay the cost of the
Work as and when payments become due. Such evidence shall be in the form of an
unconditional written commitment from a responsible lender to pay for the Work
or evidence of current net assets in the form of cash, cash equivalents or
other liquid assets of Tenant which have been and will continue to be
segregated for payment of the Work when due;


 





















 


(iv)
the names and addresses of Tenant’s contractors (and the contractors’
subcontractors) to be engaged by Tenant for the Work (“Tenant’s
Contractors”). Landlord has the right to approve or disapprove
Tenant’s Contractors. Tenant shall not employ as Tenant’s Contractors any
persons or entities disapproved by Landlord. If Landlord has affirmatively
approved only certain contractor(s) and/or subcontractor(s) from Tenant’s list,
Tenant shall employ as Tenant’s Contractors only those persons or entities so
approved. Landlord may, at its election, designate a list of approved
contractors for performance of work involving electrical, mechanical, plumbing
or life-safety systems, from which Tenant must select its contractors for such
work;


 


(v)
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;


 


(vi)
payment and performance bonds for all of Tenant’s Contractors naming Landlord
as a dual obligee; and


 


(vii)
the Plans for the Work, which Plans shall be subject to Landlord’s approval in
accordance with paragraph 3(b) below.


 


Tenant will update such
information and items by notice to Landlord of any material changes.


 


(b) As used herein, the
term “Plans” shall mean full and detailed
architectural and engineering plans and specifications covering the Work
(including, without limitation, architectural, mechanical and electrical
working drawings for the Work). The Plans shall be subject to Landlord’s
approval and the approval of all local governmental authorities requiring
approval, if any. Landlord shall give its approval or disapproval (giving
general reasons in case of disapproval) of the Plans within seven (7) days
after receipt thereof by Landlord. Landlord agrees not to unreasonably withhold
its approval of said Plans; provided, however, that Landlord shall not be
deemed to have acted unreasonably if it withholds it consent because, in
Landlord’s opinion: (i) the Work is likely to affect adversely Building
systems, the structure of the Building or the safety of the Building and its
occupants; (ii) the Work would adversely affect Landlord’s ability to furnish
services to Tenant or other tenants; (iii) the Work would increase the cost of
operating the Building; (iv) the Work would violate any governmental laws,
rules or ordinances; (v) the Work contains or uses hazardous or toxic
materials; (vi) the Work would adversely affect the appearance of the Building;
(vii) the Work would adversely affect another tenant’s premises; or (viii) the
Work 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 to or dissimilar from
the foregoing. Landlord shall cooperate with Tenant by discussing or reviewing
preliminary plans and specifications, at Tenant’s request prior to completion
of the full, final detailed Plans, in order to expedite preparation of the
final Plans and the approval process. If Landlord notifies Tenant that changes
are required to the final Plans submitted by Tenant, Tenant shall, within ten
(10) days thereafter, submit to Landlord for its approval the Plans as amended
in accordance with the changes so required. The Plans shall also be revised,
and the Work shall be changed, to incorporate any work required in the Premises
by any local governmental field 


 





















 


inspector. Landlord’s
approval of the Plans shall in no way be deemed to be acceptance or approval of
any element therein contained which is in violation of any applicable laws,
ordinances, regulations or other governmental requirements.


 


(c) No Work shall be
undertaken or commenced by Tenant in the Premises until:


 


(i)
the Plans have been submitted to and approved by Landlord;


 


(ii)
all necessary building permits have been obtained by Tenant; provided, however,
(i) Landlord will use commercially reasonable efforts to assist Tenant in
obtaining all necessary building permits, and (ii) if Tenant is delayed in
obtaining any permit solely and directly as a result of Landlord’s failure to
fulfill its obligations under this provision or any other provision of the
Lease (such delay being hereinafter referred to as a “Landlord
Delay”) then the Rent Commencement Date shall be deferred by one (1)
day for each day of the Landlord Delay;


 


(iii)
all required insurance coverages have been obtained by Tenant. (Failure of
Landlord to receive evidence of such coverage upon commencement of the Work
shall not waive Tenant’s obligations to obtain such coverages.);


 


(iv)
proper provision, which is reasonably satisfactory to Landlord, has been made
by Tenant for payment in full of the cost of the Work;


 


(v)
items required to be submitted to Landlord prior to commencement of
construction of the 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.


 


4.             Delays.  In the event Tenant fails to complete the
Work on or before the Rent Commencement Date under the Lease for any reason
other than a Landlord Delay, then Tenant shall be responsible for rent and all
other obligations as set forth in the Lease from the Rent Commencement Date
under the Lease, regardless of the degree of completion of the Work on such
date, and no such delay in completion of the Work shall relieve Tenant of any
of its obligations under said Lease.


 


5.             Change Orders.  All changes to the final Plans requested by
Tenant must be approved by Landlord in advance of the implementation of such
changes as part of the Work. All delays caused by Tenant-initiated change
orders, including, without limitation, any stoppage of work during the change
order review process, are solely the responsibility of Tenant and shall cause
no delay in the commencement of the Lease or the rental and other obligations
therein set forth.


 


6.             Standards of Design and Construction and
Conditions of Tenant’s Work.


 


All work done in or upon
the Premises by Tenant shall be done according to the standards set forth in
this paragraph 6, except as the same may be modified in the Plans approved by
or on behalf of Landlord and Tenant.


 





















 


(a)   Tenant’s Plans and all design and
construction of the Work shall comply with all applicable statutes, ordinances,
regulations, laws, codes and industry standards, including but not limited to
requirements of Landlord’s fire insurance underwriters.  Approval by Landlord of the 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.


 


(b)   Tenant shall obtain, at its own cost and
expense, all required building permits and, when construction has been
completed, shall obtain, at its own cost and expense, an occupancy permit for
the Premises, which permit shall be delivered to Landlord.  Except as otherwise provided in this
Workletter, Tenant’s failure to obtain such permits shall not cause a delay in
the commencement of the Lease or the rental and other obligations therein set
forth.


 


(c)   Tenant’s Contractors shall be licensed
contractors, possessing good labor relations, capable of performing quality
workmanship and working in harmony with Landlord’s contractors and
subcontractors and with other contractors and subcontractors in the
Building.  All work shall be coordinated
with any other construction or other work in the Building in order not to
affect adversely construction work being performed by or for Landlord or its
tenants, it being understood that, in the event of any conflict, Landlord and
its contractors and subcontractors shall have priority over Tenant and Tenant’s
Contractors.


 


(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, any work (i) which Landlord deems to be necessary on
an emergency basis, (ii) which pertains to structural components, building
systems or the general utility systems for the Building, (iii) which pertains
to the erection of temporary safety barricades or signs during construction, or
(iv) which pertains to patching of the Work and other work in the Building.


 


(e)  Tenant shall use only new, first-class
materials in the Work, except where explicitly shown otherwise in the Plans
approved by Landlord and Tenant.  Tenant
shall obtain warranties of at least one (1) year’s duration from the completion
of the Work against defects in workmanship and materials on all work performed
and equipment installed in the Premises as part of the Work.


 


(f)   Tenant and Tenant’s Contractors, in
performing work, shall not interfere with other tenants and occupants of the
Building.  Tenant and Tenant’s
Contractors shall make all efforts and take all steps appropriate to
construction activities undertaken in a fully occupied, first-class office
building so as not to interfere with the operation of the Building and shall,
in any event, comply with all reasonable rules and regulations existing from
time to time at the Building.  Tenant and
Tenant’s Contractors shall take all precautionary steps to minimize dust, noise
and construction traffic and to protect their facilities and the facilities of
others affected by the 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 violate the requirements imposed on
Tenant or Tenant’s Contractors in performing work to 


 





















 


cease work and remove its
equipment and employees from the Building. 
No such action by Landlord shall delay the commencement of the Lease or
the rental and other obligations therein set forth.


 


(h)   Utility costs or charges for any service
(including HVAC, hoisting or freight elevator and the like) to the Premises incurred
or consumed on or after the Rent Commencement Date shall be the responsibility
of Tenant and shall be paid for by Tenant at Landlord’s rates.  Tenant shall apply and pay for all utility
meters required.  All use of freight
elevators is subject to scheduling by Landlord. Tenant shall arrange and pay
for removal of construction debris and shall not place debris in the Building’s
waste containers.


 


(i)   Tenant shall permit access to the Premises,
and the Work shall be subject to inspection, by Landlord and Landlord’s
architects, engineers, contractors and other representatives at all times
during the period in which the Work is being constructed and installed and
following completion of the Work.


 


(j)   Tenant shall proceed with its Work
expeditiously, continuously and efficiently, and shall complete the same on or
before one hundred twenty (120) days after the Commencement Date.  Tenant shall notify Landlord upon completion
of the Work and shall furnish Landlord and Landlord’s title insurance company
with such further documentation as may be necessary under this Workletter.


 


(k)   Tenant shall have no authority to deviate
from the Plans in performance of the Work, except as authorized by Landlord and
its designated representative in writing. 
Tenant shall furnish to Landlord “as-built” drawings of the Work within
thirty (30) days after completion of the Work.


 


(l)   Landlord shall have the right to run 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, provided that Tenant shall have the
right to reasonably approve the location of all access panels.


 


(m)   Tenant shall impose on and enforce all
applicable terms of this Workletter against Tenant’s architect and Tenant’s
Contractors.


 


7.             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)
workers’ compensation and employers’ liability insurance with limits of not
less than $500,000.00, or such higher amounts as may be required from time to
time by any employee benefit acts or other statutes applicable where the work
is to be performed, and in any event sufficient to protect Tenant’s Contractors
from liability under the aforementioned acts;


 





















 


(ii)
comprehensive or commercial 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
$10,000,000.00.  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 and 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
nonowned, 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 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 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 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 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 the 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.


 


All policies (except the
workers’ compensation policy) shall be endorsed to include as additional
insured parties Landlord and its managers, members, employees, agents,
contractors and architects.  The waiver
of subrogation provisions contained in the Lease shall apply to all insurance
policies (except the workers’ compensation policy) to be obtained by Tenant
pursuant to this paragraph.  The
insurance policy endorsements shall also provide that the insurance carrier
shall give all additional insured parties thirty (30) days’ prior written
notice of any reduction, cancellation or nonrenewal 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. 
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, to the fullest extent permitted by law
Tenant agrees to indemnify, protect, defend and hold harmless Landlord,
Landlord’s contractors and Landlord’s architects and their partners, directors,
officers, employees and agents, from and against all claims, liabilities,
losses, damages and expenses of whatever nature arising out of or in connection
with the Work or the entry of Tenant or Tenant’s Contractors into the Building
and the Premises, including, without limitation, mechanics’ liens or the cost
of any repairs to the Premises or Building necessitated by activities of Tenant
or Tenant’s Contractors and bodily injury to persons or damage to the property
of Tenant, its employees, agents, invitees or 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 or any other
indemnity or insurance provision of the Lease.


 


8.             Landlord’s Contribution.


 


(a)   Upon completion of the Work, Tenant 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
and Landlord’s construction lender, from all parties performing labor or supplying
materials or services in connection with the 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 submit to Landlord on a monthly basis
and upon completion of the Work a detailed breakdown of Tenant’s total
construction costs and request for payment thereof up to the amount of
“Landlord’s Contribution” (as hereinafter defined), together with such
documentation as is reasonably satisfactory to Landlord.


 


(b)   Landlord shall make a dollar contribution in
the amount of Two Hundred Thirty-One Thousand Six Hundred Seventy-Five and
00/100 Dollars ($231,675.00) (based on $37.50 per rentable square foot) (“Landlord’s Contribution”) for application to the extent
thereof to the cost of the Work. 
Landlord shall disburse Landlord’s Contribution via monthly progress
payments to Tenant’s contractors and other vendors, which payments shall be
made within thirty (30) days following Landlord’s receipt of the payment
request and upon completion of the Work. 
If the cost of the Work exceeds Landlord’s Contribution, Tenant shall
have the sole responsibility for the payment of such excess cost.  Notwithstanding anything herein to the
contrary, Landlord may deduct from Landlord’s Contribution any amounts due to
Landlord or its architects or engineers under this Workletter.  If any portion of Landlord’s Contribution is
not used toward the cost of the Work or for payment of Landlord’s architects or
engineers, then Landlord will afford Tenant a credit for the unused portion of
Landlord’s Contribution against the next payments of Base Rent due from Tenant
under the Lease, provided that in no event will the amount of said credit
exceed $12,356.00 (which amount is calculated based on $2.00 per square foot of
the Premises).


 


 


9.             Miscellaneous.


 


(a)           Except
as expressly set forth herein, Landlord has no other agreement with Tenant to
improve the Premises and has no other obligation to do any other work or pay
any amounts with respect to the Premises. 
Any other work in the Premises which may be permitted by Landlord
pursuant to the terms and conditions of the Lease or this Workletter shall be
done at Tenant’s sole cost and expense and in accordance with the terms and
conditions of the Lease.


 





















 


(b)           This
Workletter shall not be deemed applicable to any additional 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 if the initial term of the Lease is renewed or extended,
whether by any options under the Lease or otherwise, unless expressly so
provided in the Lease or any amendment or supplement thereto.


 


(c)           The
failure by Tenant to pay any amount(s) due Landlord pursuant to this Workletter
within the time periods herein stated shall be deemed a default under the terms
of the Lease, for which Landlord shall be entitled to exercise all remedies
available to Landlord for nonpayment of Rent, and all late payments shall be
subject to interest and late charges as provided in the Lease.


 


(d)           This
Workletter is being executed in conjunction with the Lease and is subject to
the limitation of Landlord’s liability set forth therein.  In the event of a conflict between the Lease
and this Workletter, the terms of this Workletter shall govern.


 


(e)           Tenant
agrees that any existing improvements in the Premises not used in construction
of the Work, including but not limited to doors, door frames, lighting, light
fixtures and other detachable improvements, shall be returned to Landlord for
its use.


 





















 


IN WITNESS WHEREOF, the
parties hereto have executed this Workletter as of this 14th day of December, 2004.


 


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  ONE
  NORTH LASALLE PROPERTIES, LLC,

  	
  eCOLLEGE.com,

  
	
  a Delaware limited
  liability company

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  Marguerite M. Elias

  	
   

  
	
  Its:

  	
  Authorized Signer

  	
   

  	
  Its:

  	
  Senior Vice President

  	
   

  
							



 





















 


EXHIBIT G


 


CERTIFICATE
OF COMMENCEMENT DATE


 


With respect to that
certain Lease Agreement dated December         ,
2004 (the “Lease”) for the premises commonly
known as Suite 1800 in the Building located at One North LaSalle Street,
Chicago, Illinois, the undersigned certify and agree that the date of the
commencement of the Term of the Lease was                                   ,
2005, and the date of expiration of the Term of the Lease will be                             ,
20      .


 


Dated this           
day of                       ,
200    .


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ONE NORTH LASALLE
  PROPERTIES, LLC,

  a Delaware limited liability company  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  eCOLLEGE.com, a
  Delaware corporation 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 





















 


EXHIBIT H


 


LANDLORD
DELIVERY WORK


 


	
  1.

  	
   

  	
  All abandoned
  MEP/FP shall be removed back to its origination at the wet columns and core
  locations.

  
	
  2.

  	
   

  	
  Floor shall be
  broom clean and clear from any debris.

  
	
  3.

  	
   

  	
  Existing ducts
  shall be sealed and insulated.

  
	
  4.

  	
   

  	
  Existing VAV
  boxes will be repaired as necessary at Landlord’s cost. Any new VAV boxes
  will be at Tenant’s cost.

  
	
  5.

  	
   

  	
  Tenant may
  connect to building Fire and Life Safety riser at Tenant’s cost.

  
	
  6.

  	
   

  	
  All perimeter
  heating units will be repaired as necessary.

  
	
  7.

  	
   

  	
  All perimeter
  heating unit covers will be free from dents and damage.

  
	
  8.

  	
   

  	
  Landlord to
  deliver 5 watts per square feet for lighting and power to the Tenant’s floor
  for Tenant’s use.

  
	
  9.

  	
   

  	
  Landlord will
  install meter socket with disconnect capable of supporting a total tenant
  lighting and receptacle load of 5 watts per square foot.

  
	
  10.

  	
   

  	
  Landlord to
  waive all hoisting and security charges during the tenant improvements, FFE
  installation and Tenant’s move in.

  
	
  11.

  	
   

  	
  Landlord to provide at no cost to Tenant temporary power and HVAC
  during the Work.

  
	
  12.

  	
   

  	
  Floor will be level 1⁄4 inch within a 10 foot radius non-cumulative,
  provided that Tenant will pay 50% of the cost of such leveling up to a
  maximum of $1.00 per square foot.