**Exhibit10.20**

 

 

**LEASEAGREEMENT**

 

 

**BETWEEN**

 

**ONE NORTHLASALLE PROPERTIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY,**

 

**ASLANDLORD,**

 

**AND**

 

**eCOLLEGE.com,**

**A DELAWARECORPORATION,**

 

**AS TENANT**

 

**DATED:  DECEMBER 14, 2004**

 

 

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**TABLE OFCONTENTS**

 

 
| 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                                                  |   |

 

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| 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

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| 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

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**LEASEINFORMATION 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                                                                                                                                                                                                                                                                                                                                                           |

 

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| **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)                                                                                                                                                                                                                                                       |

 

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| **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 leaseinformation set forth above and any addendum and/or exhibit(s) attached to thisLease are incorporated into and made a part of the following Lease. Eachreference in this Lease to any of the lease information set forth above meansthe respective information above, including all of the terms provided under theparticular section of this Lease pertaining to such information.  In the event of any conflict between thesummary of lease information and the provisions of this Lease, the latter willcontrol.  All section references inthis summary refer to the sections of the Lease where such provision isdescribed.

 
|       | **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

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

 

# **1.**             LEASE GRANT.

 

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

 

# **2.**             TERM.

# ** **

## **2.1.**         CommencementDate.

 

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, Tenantagrees to sign the Certificate of Commencement Date attached to this Lease as ExhibitG confirming the Commencement Date and the Termination Date.

 

## **2.2.**         Condition ofPremises.

## ** **

Prior to delivering possession of the Premises toTenant, Landlord will have performed certain work in the Premises, as moreparticularly described on Exhibit H to this Lease (the **“Landlord Delivery Work”**). The Landlord Delivery Work shall be completed and possession of thePremises shall be delivered to Tenant on or before the Commencement Date.  If Landlord fails to complete the LandlordDelivery Work on or before the Commencement Date for any reason not due to thefault of Tenant, and provided Tenant has procured all requisite permits and isfully prepared to commence the performance of its “**Work**”(as that term is defined in the Workletter attached to this Lease as ExhibitF (the **“Workletter”**)) but is unable to doso solely and directly due to Landlord’s failure to timely complete theLandlord Delivery Work, then the Rent Commencement Date will be postponed byone (1) additional day for each day of such delay after April 1, 2005until Landlord has completed the Landlord Delivery Work.  Tenant’s acceptance of possession of thePremises will be deemed conclusive evidence that Tenant has approved and acceptedthe 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 changesor improvements to the Premises except as may be described in the Workletter.  The cost of any other changes and/orimprovements to the Premises shall be paid for exclusively by Tenant in themanner set forth in the Workletter.

 

# **3.**             RENT.

# ** **

## **3.1.**         Base Rent.

## ** **

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

 

1

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## **3.2.**         AdditionalRent.

## ** **

### (a)           Paymentof Additional Rent.  Commencing on January 1stof the calendar year immediately following the Base Year, Tenant will pay toLandlord as Additional Rent (**“Additional Rent”**)the Operating Costs Adjustment and the Tax Adjustment, which will be calculatedand 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 forthbelow) that Landlord incurs in connection with the ownership, operation,maintenance and management of the Building, determined in accordance with soundaccounting principles consistently applied, including, but not limited to, thefollowing costs: (1) wages and salaries (including management fees andreimbursements of expenses incurred by Landlord’s management agent) of allemployees at or below the level of general manager engaged in the operation,maintenance, and security of the Building, including taxes, insurance andbenefits relating to such costs; (2) all uniforms, supplies, tools andmaterials used in the operation, supervision, maintenance, repair, replacementand security of the Building; (3) costs for improvements made to the Buildingwhich, although capital in nature, are made primarily to reduce the normaloperating costs of the Building, as well as capital improvements made in orderto comply with any law, statute, ordinance, code, regulation or insurancerequirement(s) promulgated by any governmental authority after the CommencementDate, as amortized over the useful economic life of such improvements asdetermined by Landlord in its reasonable discretion; (4) cost of all utilities,except the cost of utilities reimbursable to Landlord by the Building’stenants; (5) insurance expenses; (6) repairs, replacements, and generalmaintenance 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, elevatormaintenance, HVAC system maintenance, security, cleaning, trash removal,sweeping and snow removal); (8) legal, accounting, engineering and otherprofessional fees and expenses relating to managing and maintaining theBuilding; (9) costs, including reasonable attorney’s fees, incurred in contesting,protesting, attempting to reduce and/or attempting to restrict increases inTaxes; and (10) all other costs properly constituting operating costs accordingto sound accounting principles consistently applied.

###  

### (c)           ExclusionsFrom Operating Costs.  OperatingCosts 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 orby Tenant or other third parties; (3) interest, principal, amortization orother payments on loans to Landlord, except for interest payments made inconnection with Subsection 3.2(b)(3) above; (4) depreciation; (5) realestate brokerage and/or leasing commissions and lease buy-outs; (6)renovations, alterations or improvements to the space of other tenants oroccupants of the Building or vacant space in the Building; (7) the cost of any item which is or should, inaccordance with good accounting practices, be capitalized on the books ofLandlord; (8) the cost of repairs or replacements incurred by reason of fire orother casualty or condemnation which are covered by casualty insurance or a condemnationaward; (9) costs incurred in performing work or furnishing services or utilitiesfor any tenant or other occupant in the Building, whether at the expense of suchother tenant or occupant or Landlord, to the extent that such work, service orutility is in excess of any work, service or utilities that Landlord isobligated to furnish to Tenant at Landlord’s expense; 

 

2

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### (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 anyleased space in the Building or of any ground or underlying lease or mortgageto which this Lease is subordinate; (12) any expense for which Landlord isreimbursed by any tenant as an additional charge in excess of Base Rent andAdditional Rent; (13) costs which are covered by and reimbursed to Landlordunder any contractor, manufacturer or supplier warranty or service contract;(14) overhead and profit increment paid to affiliates of Landlord for servicesto the extent that the amount of such costs exceeds the costs of such serviceswere they not rendered by an affiliate; (15) professional fees allocable todisputes with or preparation of leases for other tenants and prospectivetenants in the Building; (16) advertising and promotional expenses with respectto the Building; (17) the cost of permanent works of art (as distinguished fromdecorations, which may be properly included in Operating Costs); (18) costs relatingto a sale of the Building; (19) any costs and compensation paid to clerks,attendants or other persons in commercial concessions operated by Landlord orlocated within the Building; (20) costs incurred with respect to installing,operating or maintaining any observatory, broadcasting, cafeteria, hotel ordining facility, child or daycare center, parking garage, or athletic, luncheonor recreational club in the Building which is operated by Landlord (i.e., notleased to a third party) unless such costs are approved by Tenant in writing;(21) expenses of constructing tenant improvements for any other tenant in theBuilding; (22) damages imposed on Landlord by any judgment, settlement orarbitration award which results from any tort liability of Landlord or itsagents, employees, partners or contractors, provided that any portion of thejudgment, settlement or arbitration award that by its nature is otherwise anOperating Cost pursuant to this Section 3.2 (e.g., the cost of repairs andmaintenance) shall, notwithstanding the foregoing, be included in OperatingCosts; (23) amounts incurred by Landlord in connection with the management,repair, maintenance or operation of any portion of the Building used solely forretail purposes, to the extent such amount exceeds the amount that would havebeen incurred if such portion were used solely for office purposes (however,such expenses may only be included in Operating Costs if the rentable squarefootage of such space is included in the calculation of the total rentablesquare footage of the Building); (24) entertainment expenses and travelexpenses of Landlord, its employees, agents, partners and affiliates; (25) amountsreceived by Landlord through proceeds of insurance to the extent they arecompensation for sums previously included in Operating Costs; (26) legal feesand expenses (including court costs) in connection with (i) the preparation,negotiation or enforcement of or disputes arising out of any space leased inthe Building, (ii) any mortgage or superior lease, (iii) any refinancing orsale of the Building, (iv) any capital improvement, to the extent such capitalimprovement would not be includible as an Operating Cost, or (v) the defense ofany tort claims to the extent reimbursed by insurance; (27) reserves of anykind, including but not limited to replacement reserves, reserves for bad debtsor lost rent or any similar charge not involving the payment of money to thirdparties; (28) charitable contributions; (29) fines and penalties on latepayments; (30) the cost of any work or services performed for any facilityother 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 theamount which would have been paid in the absence of such relationship; (32) leasepayments for rental equipment (other than equipment for which depreciation isproperly charged as an expense) that would constitute a major capitalexpenditure if the equipment were purchased; and (33) political contributionsby Landlord.

 

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### (d)           Definition - Taxes. The term **“Taxes”**means all taxes, assessments and governmental charges payable in a calendaryear, regardless of when such Taxes become a lien upon the Building, includingbut 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 assessmentsattributable to the Building (or its operation) and the grounds, parking areas,driveways and alleys which comprise part of the land upon which the Building issituated, but excluding any franchise taxes, capital gains taxes, estate taxesand federal and state taxes on the income of Landlord.  If the present method of taxation changes sothat in lieu of the whole or any part of any Taxes, there is levied on Landlorda capital tax directly on the rents received from the Building or a franchisetax, assessment, or charge based, in whole or in part, upon such rents for theBuilding, then all such taxes, assessments, or charges, or the part of suchtaxes so based, will be deemed to be included within the term “Taxes” forpurposes of this Lease.

###  

### (e)           Payment of Additional Rent.              Landlord will make a good faith estimate ofthe Additional Rent to be due from Tenant for all or part of any calendar yearduring the Term and will provide a copy of such estimate to Tenant on or beforeFebruary 1 of each year beginning in 2005.  Tenant agrees to pay to Landlord, on theCommencement Date and on the first day of each subsequent calendar month duringthe Term, an amount equal to 1/12th of the estimated Additional Rentfor such full or partial calendar year. From time to time, Landlord may estimate and re-estimate the AdditionalRent to be due from Tenant and deliver a copy of the estimate or re-estimate toTenant.  Subsequently, the monthlyinstallments of Additional Rent payable by Tenant will be appropriatelyadjusted in accordance with Landlord’s estimations so that by the end of thecalendar year in question Tenant will have paid all of the Additional Rent asestimated by Landlord.  By April 1of each calendar year, or as soon after that date as practicable, Landlord willfurnish to Tenant a statement of Operating Costs paid for the previous year,adjusted as provided in Section 3.2(f) below (the **“OperatingCosts Statement”**).  By September 1of each calendar year, or as soon after that date as practicable, Landlord willfurnish to Tenant a statement of the Taxes paid for the previous year, adjustedas provided in Section 3.2(f) below (the **“TaxStatement”**).  If the OperatingCosts Statement and/or the Tax Statement reveal(s) that Tenant paid more inOperating Costs Adjustment or Tax Adjustment than the actual amount for theyear for which such statement was prepared, then Landlord will promptly creditTenant for such excess. Likewise, if Tenant paid less in Operating CostsAdjustment than the actual amount for the year for which such statement wasprepared, then Tenant shall pay such deficiency to Landlord within ten (10)days after Landlord’s demand.  Thisprovision will survive the Termination Date of this Lease.

###  

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

 

### (g)           Audit of Books and Records.  Landlordshall maintain books and records with respect to Operating Costs and Taxes inaccordance with sound accounting and management practices.  Tenant shall have the right to examine suchbooks and records showing the Operating Costs and Taxes upon reasonable priornotice to Landlord and during normal business hours within thirty (30) daysfollowing the delivery of the Operating Costs Statement and the Tax Statementdescribed in Section 3.2(e) above.  

 

4

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### Unless Tenant takes written exceptionto any item of Operating Costs or Taxes and specifies to Landlord in detail thereasons for such exception as to a particular item within thirty (30) daysafter the delivery of the Operating Costs Statement and the Tax Statement, theOperating Costs Statement and the Tax Statement shall be considered as finaland accepted by Tenant.  Notwithstandingany exception made by Tenant, Tenant shall pay to Landlord the full amount ofthe Operating Costs Adjustment and the Tax Adjustment, subject to readjustmentat such time as any such exception may be resolved.  If Tenant takes exception to the OperatingCosts Adjustment and/or the Tax Adjustment and so notifies Landlord in writingprior to the expiration of said thirty (30) day period, then Landlord will seekcertification from Landlord’s independent certified public accountant orconsultant as to the proper amount of the Operating Costs Adjustmentand/or the Tax Adjustment.  In suchevent, the certification obtained by Landlord shall be considered final andbinding on both Landlord and Tenant and Tenant shall reimburse Landlordimmediately upon demand for the cost of obtaining such certification, unlessthe certification reveals that the Operating Costs Adjustment and/or the TaxAdjustment were overstated by at least five percent (5%), in which event thecost of obtaining such certification shall be borne by Landlord.

###  

## **3.3.**         Payment.

## ** **

Tenant agrees to timelypay to Landlord during the Term Base Rent, Additional Rent and all additionalsums 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 asotherwise specified by Landlord.

 

# **4.**             SECURITY DEPOSIT.

# ** **

## **4.1.**         Cash.

## ** **

Tenant shall pay, incash, simultaneously with the execution of this Lease, the amount of theSecurity Deposit which will be held by Landlord to secure Tenant’s performanceof its obligations under this Lease. Landlord will have no obligation to pay any interest on the SecurityDeposit to Tenant.  The Security Depositis not an advance payment of Rent nor a measure or limit of Landlord’s damagesupon 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 anyother remedy, use all or a part of the Security Deposit to perform anyobligation which Tenant fails to perform under this Lease.  Following any such application of theSecurity Deposit, Tenant agrees to pay to Landlord on demand the amount soapplied in order to restore the Security Deposit to its original amount.  Provided that Tenant has performed all of itsobligations under this Lease, Landlord will (i) within thirty (30) days afterthe first anniversary of the Commencement Date, refund to Tenant $30,117.75 ofthe Security Deposit (less any portion thereof previously applied by Landlordto satisfy Tenant’s obligations under this Lease; (ii) within thirty (30) daysafter the second anniversary of the Commencement Date, refund to Tenant $10,039.25of the Security Deposit (less any portion thereof previously applied byLandlord to satisfy Tenant’s obligations under this Lease; and (iii) withinthirty (30) days after the end of the Term, return to Tenant the remaining portionof the Security Deposit which was not applied to satisfy Tenant’s obligationshereunder.  If Landlord transfers itsinterest in the Premises and the transferee assumes Landlord’s obligationsunder this Lease, then Landlord will assign the Security Deposit to thetransferee and Landlord subsequently will have no further liability for thereturn of the Security Deposit.

 

5

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## **4.2.**         INTENTIONALLYDELETED.

 

## **4.3.**         INTENTIONALLYDELETED.

## ** **

# **5.**             LANDLORD’S OBLIGATIONS.

 

## **5.1.**         Services.

 

Landlord will furnish to the Premises (1) water atthose 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 andfrom 8:00 a.m. to 1:00 p.m. on Saturdays (collectively **“NormalBusiness Hours”**) in accordance with the specifications attachedhereto as Exhibit C; (3) janitorial service to the Premises on weekdays,other than holidays, for Building-standard installations in accordance with thespecifications attached hereto as Exhibit E; (4) interior window washingnot less than once a year and exterior window washing not less than three (3)times per year, weather permitting; (5) passenger elevators for ingress andegress, provided that Landlord may reasonably limit the number of operatingelevators during non-business hours and holidays so long as at least one (1)elevator remains in operation; and (6) electrical current for Tenant’sequipment in a sufficient quantity to meet normal office usage, provided thatTenant will be responsible for the cost of any additional electricalrequirements beyond the usage contemplated under this Lease in accordance with Section 5.3below.  Landlord will maintain the commonareas of the Building in reasonably good order and condition, except for damagecaused by Tenant, or its employees, agents or invitees.  If Tenant desires any heating or airconditioning at any time other than during Normal Business Hours, then suchservices will be supplied to Tenant upon the written request of Tenantdelivered to Landlord (i) in the case of weekends or holidays, not later than3:00 p.m. on the business day preceding such extra usage, and (ii) in the caseof evenings, not later than 2:00 p.m. on the day of such extra usage, andTenant, upon demand from Landlord, will pay Landlord for such services at ratesdetermined 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 Buildingtwenty-four (24) hours a day, seven (7) days a week.

 

## **5.2.**         Utilities.

## ** **

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

 

## **5.3.**         ExcessUtility Use.

## ** **

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

 

6

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currently contemplatedsuch that they exceed the electricity to be provided by Landlord as describedin Section 5.1 above, then Landlord will, at Tenant’s expense, makereasonable efforts to supply such service through the then-existing feeders andrisers serving the Building and the Premises, and Tenant agrees to pay toLandlord the cost of such service within ten (10) days after Landlord hasdelivered to Tenant an invoice for such services.  Landlord may determine the amount of suchadditional 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 electricalequipment requiring special wiring or requiring voltage in excess of normaloffice usage or otherwise exceeding Building capacity unless approved inadvance and in writing by Landlord, which approval will not be unreasonablywithheld by Landlord.  Tenant agrees notto use electricity in the Premises which exceeds the capacity of the existingfeeders and risers to or wiring in the Premises.  If approved by Landlord, any risers or wiringrequired to meet Tenant’s excess electrical requirements will be installed byLandlord, upon Tenant’s request and at Tenant’s cost, if, in Landlord’sreasonable judgment, the same are necessary and will not cause permanent damageto the Building or the Premises, cause or create a dangerous or hazardouscondition, 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 thePremises not currently contemplated which affect the temperature otherwisemaintained by the air conditioning system or otherwise overload any utility,Landlord may install supplemental air conditioning units or other supplementalequipment 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.**         Restorationof Services.

## ** **

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

 

# **6.**             IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.

# ** **

## **6.1.**         Improvements; Alterations.

## ** **

No alterations, physicaladditions or improvements in or to the Premises may be made without Landlord’sprior written consent.  Landlord maywithhold its consent to any alteration or addition that could affect theBuilding’s structure or its HVAC, plumbing, electrical or mechanicalsystems.  Except for normal officesignage, Tenant may not paint or install lighting, signs, window or doorlettering, or advertising media of any type on or about the Premises withoutthe prior written consent of Landlord. Tenant acknowledges that Landlord may withhold its consent to any suchpainting or installation which would affect the appearance of the exterior ofthe Building or of any common areas of the Building.  Except as specifically provided elsewhere inthis Lease, all alterations, additions and improvements installed in thePremises must be (i) performed at Tenant’s expense and only in accordance withplans and specifications which have been previously submitted to and approvedin writing by Landlord, and (ii) constructed, maintained and used by Tenant atits own risk and expense in accordance with all laws. 

 

7

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Landlord’s approval ofthe plans and specifications is not a representation by Landlord that suchalterations, additions, or improvements comply with any law.  Prior to commencing any work after theCommencement Date, Tenant agrees to pay to Landlord a supervisory fee in anamount equal to Landlord’s reasonable out-of-pocket expenses incurred inconnection with any alterations, additions or improvements performed by Tenantsubsequent to the tenant improvements described in the Workletter.  Tenant further agrees that it will remove orcause its contractor(s) to remove all waste and debris from the Premises uponthe completion of any alterations, additions or improvements.

 

## **6.2.**         Repairs andMaintenance.

 

Tenant agrees to maintain the Premises in a clean,safe, and operable condition, and will not permit or allow to remain any wasteor damage to any portion of the Premises. Tenant agrees to pay for the cost of repairing or replacing, subject toLandlord’s direction and supervision, any damage to the Premises and theBuilding caused by Tenant, Tenant’s employees, Tenant’s transferees, or theirrespective agents, contractors, or invitees, other than ordinary wear and tearand 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 atTenant’s cost.  If any such damage occursoutside of the Premises, then Landlord may elect to repair such damage atTenant’s expense, rather than having Tenant repair such damage.  The cost of all repair or replacement workperformed by Landlord under this Section 6.2 must be paid by Tenant toLandlord, together with a supervisory fee in an amount equal to Landlord’sreasonable out-of-pocket expenses incurred in connection with any repair orreplacement work performed by Landlord, within ten (10) days after Landlord hasinvoiced Tenant for such cost and will constitute Rent under this Lease.

 

## **6.3.**         Performanceof Work.

## ** **

Only Landlord or contractors and subcontractorsapproved in writing by Landlord may perform the work described in this Section 6.  Tenant will cause all contractors andsubcontractors to procure and maintain insurance coverage naming Landlord as anadditional insured against such risks, in such amounts, and with such companiesas Landlord may reasonably require.  Allsuch work must be performed in accordance with all applicable governmentalrequirements and in a good and workmanlike manner so as not to damage thePremises, the Building or the components of the Building.  Tenant agrees to defend, indemnify and holdLandlord, its managers, members, employees, successors and assigns harmlessfrom and against any claims, liabilities, damages, losses, costs and expenses,including but not limited to attorney’s fees and court costs, suffered orincurred by Landlord arising from any of Tenant’s alterations, additions orimprovements to the Premises.

 

## **6.4.**         Mechanic’sLiens.

## ** **

Tenant must not permit any mechanic’s lien(s) to befiled against the Premises or the Building for any work performed, materialsfurnished, 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, Tenantmust either pay the amount of the lien or diligently contest such lien anddeliver to Landlord a bond or other security reasonably satisfactory toLandlord.  If Tenant fails to timely takeeither such action, then Landlord may pay the lien claim, and any amounts sopaid, including expenses and interest, will constitute Rent payable by Tenantto Landlord within ten (10) days after Landlord has invoiced Tenant for suchpayment.  Tenant agrees to defend,indemnify and hold Landlord, its managers, members, employees, successors andassigns harmless from and against any claims, liabilities, damages, losses,costs and expenses, including but not limited to attorney’s fees and courtcosts, suffered or 

 

8

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incurred by Landlordarising from the presence or removal of any mechanic’s lien(s) affecting thePremises and/or the Building relating to any work performed, materialsfurnished or obligations incurred by or at the request of Tenant.

 

# **7.**             USE.

# ** **

Tenant may use the Premises only for the PermittedUse, and Tenant must comply with all applicable statutes, laws, ordinances,codes, orders, rules and regulations, as well as all requirements of any ofLandlord’s insurance providers which are communicated to Tenant as additionalrules and regulations of the Building, relating to the use, condition andoccupancy of the Premises.  The Premisesmay not be used for any use which (i) is disreputable, creates fire hazards, orresults in an increased rate of insurance on the Building or its contents; (ii)would violate any covenant, agreement, term, provision or condition of thisLease or is in contravention of the certificate of occupancy or zoningordinances pertaining to the Building; (iii) would alter, affect or interferewith or would overload the electrical, mechanical or HVAC systems or any othercomponent of the Building, or would exceed the floor load per square foot whichthe floor was designed to carry and which is allowed by law; or (iv) would, inLandlord’s judgment, in any way impair or tend to impair or exceed the designcriteria, structural integrity, character, reputation or appearance of theBuilding.  Tenant will not conduct orpermit the generation, transportation, storage, installation, treatment ordisposal, either in the Building or in the Premises, of any hazardous or toxicmaterials, and Tenant will keep the Building and the Premises free of any lienor 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 contentsincreases, then such acts will constitute an Event of Default, Tenant must payto Landlord the amount of such increase on demand, and acceptance of suchpayment will not waive any of Landlord’s other rights.  Tenant agrees to conduct its business andcontrol its agents, employees, and invitees in such a manner as not to createany nuisance or unreasonably interfere with other tenants or Landlord in itsmanagement of the Building.

 

# **8.**             ASSIGNMENT AND SUBLETTING.

# ** **

## **8.1.**         Transfers;Consent.

## ** **

### (a)           Transfers. Tenant may not do any of the followingwithout obtaining the prior written consent of Landlord, which consent will notbe unreasonably withheld so long as Landlord determines in its reasonablediscretion that the proposed transferee is of similar reputable character asTenant, has a net worth and financial stability comparable to or better thanTenant, 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 anyother entity to become Tenant under this Lease by merger, consolidation orother reorganization; provided, however, Tenant does not need to obtainLandlord’s consent if, after giving effect to such merger, consolidation orother reorganization, the minimum tangible net worth of such new entity isequal to or better than that of Tenant at the beginning of this Lease;

####  

#### (iii)          ifTenant 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 achange in the current control of Tenant;

 

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#### (iv)          sublet anyportion of the Premises;

####  

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

####  

#### (vi)          permit the use of thePremises 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)           Procedureto Obtain Consent.   If Tenantrequests Landlord’s consent to a Transfer, then Tenant must provide Landlordwith a written description of all terms and conditions of the proposedTransfer, copies of the proposed documentation, and the following informationabout the proposed transferee: name and address; reasonably satisfactoryinformation about its business and business history; its proposed use of thePremises; banking, financial, and other credit information that Landlord mayrequest; and general references sufficient to enable Landlord to determine theproposed transferee’s creditworthiness and character.  Landlord will provide Tenant with a writtenresponse to such Transfer request within twenty (20) days after Landlord’sreceipt of Tenant’s written request.  Withinten (10) days after Tenant’s request, Tenant shall reimburse Landlord for allof Landlord’s reasonable out-of-pocket expenses (including but not limited toattorneys’ fees and administrative fees) incurred by Landlord in connectionwith considering any request for consent to a Transfer; provided, however,Tenant shall not be required to reimburse Landlord for its expenses in excessof $2,000.00 in the aggregate.  Nothingin this Section 8.1(b) may be construed as granting to any third party therights of a third-party beneficiary, so as to entitle such third party to seekto enforce any of the above provisions.

###  

### (c)           ObligationsAfter Transfer.   If Landlordconsents to a proposed Transfer, then both Tenant and the proposed transfereemust (i) deliver to Landlord an executed, written agreement acceptable in allrespects to Landlord under which the proposed transferee expressly agrees toabide by, observe and assume all of Tenant’s obligations under this Lease, and(ii) if requested by Landlord, execute the consent form required byLandlord.  Landlord’s consent to aTransfer will not release Tenant from its obligations under this Lease, butrather Tenant and its transferee will be jointly and severally liable for suchobligations. Landlord’s consent to any Transfer does not waive Landlord’srights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part of thePremises are subject to a Transfer, then Landlord, in addition to its otherremedies, may collect rent due and owing directly from such transferee andapply such rent against Rent. Tenant authorizes its transferees to makepayments of rent directly to Landlord upon receipt of notice from Landlord todo so.

###  

## **8.2.**         Recapture.

## ** **

In the event Tenant causes or seeks to cause aTransfer (other than a Transfer to which Landlord consents under Section 8.1(b)above), Landlord may terminate this Lease and recapture the applicable space asof 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 maybe.  Landlord may exercise thistermination right within thirty (30) days after Landlord’s receipt of Tenant’swritten request for Landlord’s consent, or within thirty (30) days afterlearning of such Transfer if Landlord’s consent has not been requested byTenant. If Landlord terminates this Lease as provided above, then this Leasewill cease and Tenant shall pay to Landlord all Rent accrued through theTermination Date. Subsequently, Landlord may lease the Premises to theprospective transferee (or to any other person) without liability to Tenant.

 

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## **8.3.**         AdditionalCompensation.

## ** **

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

 

**8.4****          InjunctiveRelief.**

 

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

 

# **9.**             INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.

# ** **

## **9.1.**         Insurance.

## ** **

Tenant agrees to maintain throughout the Term thefollowing insurance policies:

 

### (a)           comprehensivegeneral liability insurance in amounts of not less than a combined single limitof $3,000,000.00 or such other amounts as Landlord may, from time to time,reasonably require, insuring Tenant, Landlord, Landlord’s agents and theirrespective affiliates against all liability for injury to or death of a personor persons or damage to property arising from the use and occupancy of thePremises;

###  

### (b)           insurancecovering the full value of Tenant’s property and improvements, and otherproperty (including property of others) in the Premises; and

###  

### (c)           worker’scompensation insurance containing a waiver of subrogation endorsementacceptable to Landlord.

###  

Tenant will, prior to taking possession of thePremises and prior to the commencement of any work in the Premises, furnishLandlord with certificates of such insurance and such other evidencesatisfactory to Landlord confirming Tenant’s maintenance of all insurancecoverages required under this Lease and naming Landlord and any other parties reasonablyrequested by Landlord as additional insured(s). Each certificate must contain a written obligation on the part of eachinsurance company to notify Landlord at least thirty (30) days beforecancellation 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 whichare rated at least A+XII in Best’s Key Rating Guide, and (ii) issued bycompanies and be in form and substance reasonably satisfactory toLandlord.  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 notpermitted to self-insure under this Lease.

 

## **9.2.**         Waiver ofNegligence; No Subrogation.

## ** **

Landlord and Tenant each waives any claim it mighthave against the other for damage to or theft, destruction, loss, or loss ofuse of any property (a **“Loss”**), to theextent the same is insured against under any insurance policy that covers theBuilding, the Premises, Landlord’s or Tenant’s fixtures, personal property,leasehold improvements, or business, or with respect to such matters as arerequired 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 carrierto endorse all applicable policies waiving the carrier’s rights of recoveryunder subrogation or otherwise against the other party.

 

## **9.3.**         Indemnity byTenant.

## ** **

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

 

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insurance, Tenant agreesto defend, indemnify and hold Landlord, its managers, members, employees andagents harmless from and against all claims, demands, liabilities, causes ofaction, suits, judgments, and expenses (including attorneys’ fees) for any lossarising from (i) any occurrence on the Premises and/or the Building caused byor 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 itsobligations under this Lease.  Thisindemnity provision will survive the termination or expiration of this Lease.

 

## **9.4**          Landlord’sInsurance.

## ** **

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

 

## **9.5**          Indemnity byLandlord.

## ** **

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

 

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

# ** **

## **10.1.**       Subordination.

## ** **

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

 

## **10.2.**       Attornment.

## ** **

Tenant agrees to attorn to any party succeeding toLandlord’s interest in the Premises, whether by purchase, foreclosure, deed inlieu of foreclosure, power of sale, attornment, termination of lease, orotherwise.  Within ten (10) days aftersuch party’s request, Tenant will execute and deliver to the requesting party awritten agreement(s) confirming such attornment.  If Tenant fails to deliver the attornmentagreement(s) described herein within the ten (10) day period, Tenant acknowledgesand agrees that Landlord is authorized to act as Tenant’s attorney-in-fact toexecute the agreement(s) on behalf of Tenant, and Tenant will be bound by theterms of the agreement(s) executed by Landlord.

 

## **10.3.**       Notice toLandlord’s Mortgagee.

## ** **

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

 

# **11.**          RULES AND REGULATIONS.

# ** **

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

 

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Landlord against alltenants in the Building.  Landlord may,from time to time, change such rules and regulations for the safety, care, orcleanliness of the Building and related facilities, provided that such changesare uniformly enforced against all tenants in the Building and will notunreasonably interfere with Tenant’s use of the Premises. Tenant is responsiblefor 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 rightof 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 theTaking, and Tenant will have no claim against Landlord for the value of theunexpired Term.

 

## **12.2.**       Partial Taking — Tenant’s Rights.

## ** **

If any part of the Building becomes subject to aTaking and such Taking will prevent Tenant from conducting its business in thePremises in a manner reasonably comparable to that conducted immediately beforesuch Taking for a period of more than one hundred eighty (180) days, thenTenant may terminate this Lease as of the date of such Taking by giving writtennotice to Landlord within thirty (30) days after the Taking, and Rent will beapportioned as of the date of such Taking. If Tenant does not terminate this Lease, then Rent will abate on a prorata basis determined by Landlord as to that portion of the Premises rendereduntenantable by the Taking.

 

## **12.3.**       PartialTaking — Landlord’s Rights.

## ** **

If any material portion but less than all of theBuilding becomes subject to a Taking and Landlord makes a good faithdetermination that (i) such Taking will prevent Tenant from conducting itsbusiness in the Premises in a manner reasonably comparable to that conductedimmediately before such Taking for a period of more than one hundred twenty (120)days, (ii) restoring the Premises would be uneconomical, (iii) the condemnationaward is insufficient to rebuild or restore the Building or the Premises, or(iv) Landlord is required to pay any condemnation award arising from the Takingto any Landlord’s Mortgagee, then Landlord may terminate this Lease bydelivering 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 beentaken, Rent will abate as provided in the last sentence of Section 12.2above.

 

## **12.4.**       Award.

## ** **

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

 

# **13.**          FIREOR OTHER CASUALTY.

# ** **

## **13.1.**       Landlord’sRights.

## ** **

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

 

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Premises would beuneconomical, (ii) there are insufficient insurance proceeds to rebuild orrestore the Building or the Premises, or (iii) Landlord is required to pay anyinsurance proceeds arising out of the Casualty to any Landlord’s Mortgagee,then Landlord may terminate this Lease by giving Tenant written notice ofLandlord’s election to terminate (the **“Casualty TerminationNotice”**) within one hundred twenty (120) days after the Casualty hasoccurred, and Base Rent and Additional Rent will abate as of the date of theCasualty, unless Tenant or any of Tenant’s Affiliates caused such damage, inwhich 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 Leasefollowing a Casualty, then Landlord, within a reasonable time after suchCasualty, will proceed with reasonable diligence to repair, restore orrehabilitate the Building and/or the Premises, as the case may be, to substantiallythe same condition as they existed immediately before such Casualty.  However, Landlord will not be required torepair or replace any of the furniture, equipment, fixtures, and otherleasehold improvements which may have been placed by or at the request ofTenant or other occupants in the Building or the Premises and required to beinsured by Tenant or other tenants, and Landlord’s obligation to repair orrestore the Building and/or the Premises will be limited to the extent of theinsurance proceeds actually received by Landlord for the Casualty inquestion.  In the event that Landlordelects not to terminate the Lease and Landlord proceeds to repair the Buildingand/or the Premises, then Tenant must apply to the replacement or restorationof the furniture, equipment, fixtures and other improvements in the Premises(if replacement or restoration is necessary because of the Casualty) anyproceeds of insurance that it may have received from its policy(ies) on accountof the Casualty.  During such repair orrebuilding of the Building and/or the Premises, Rent for the portion of thePremises rendered untenantable by the damage will be abated on a pro rata basisdetermined by Landlord from the date of damage until the completion of therepair, restoration or rehabilitation.

 

# **14.**          PERSONALPROPERTY TAXES.

# ** **

Tenant is liable for all taxes based upon this Leaseor the receipt of Rent due under this Lease and all taxes levied or assessedagainst any personal property, furniture or fixtures placed by Tenant in thePremises.  If any taxes for which Tenantis liable are levied or assessed against Landlord or Landlord’s property andLandlord elects to pay the same, or if the assessed value of Landlord’sproperty is increased by inclusion of such personal property, furniture orfixtures and Landlord elects to pay the taxes based on such increase, thenTenant shall pay to Landlord as Rent, upon demand, the part of such taxes forwhich Tenant is primarily liable under this Lease.  Landlord may not, however, pay such amount ifTenant notifies Landlord that it will contest the validity or amount of suchtaxes before Landlord makes such payment, and subsequently diligently proceedswith such contest in accordance with law and if the non-payment does not pose athreat of lien or other cloud on Landlord’s title to the Building, or threat ofloss 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”**:

 

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### (a)           Tenant’sfailure to pay Rent on or before the date when due and the continuation of suchfailure for a period of more than five (5) days after Landlord has deliveredwritten notice thereof to Tenant;

###  

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

 

### (c)           Tenant’sfailure to perform, comply with or observe any other agreement or obligation ofTenant under this Lease and the continuance of such failure for a period ofmore than thirty (30) days after Landlord has delivered written notice thereofto Tenant, provided that if such failure is of a nature which cannot be curedwithin said thirty (30) day period, then the cure period shall be extended solong as Tenant is at all times diligently proceeding to cure the same, but inno event longer than sixty (60) days after Landlord’s delivery of the notice;

###  

### (d)           The filingof a petition by or against Tenant (the term **“Tenant”**includes, for the purpose of this Section 15(d), any guarantor of theTenant’s obligations under this Lease) (1) in any bankruptcy or otherinsolvency proceeding; (2) seeking any relief under any state or federal debtorrelief law; (3) for the appointment of a liquidator or receiver for all orsubstantially 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 notbe an Event of Default unless Tenant fails to have the proceedings initiated bysuch petition dismissed within sixty (60) days after such filing;

###  

### (e)           Thefailure of any guarantor(s) of this Lease to comply with the terms and conditionsof its(their) guaranty, if applicable; and

###  

### (f)            Themerger, liquidation, dissolution or change of control of any guarantor, ifapplicable.

###  

## **15.2.**       Default Interest.

## ** **

All past due Rent and any other payments required ofTenant under this Lease will be deemed Rent and interest will accrue from thedate due until paid at the rate of interest equal to two percent (2%) over theso-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, Landlordmay, at its election, in addition to all other rights and remedies affordedLandlord under this Lease or by law or equity, take any one or more of thefollowing actions:

 

## **16.1.**       Right To Terminate.

## ** **

Upon the occurrence of an Event of Default, Landlordhas 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 anotice of termination. Such termination is immediately effective and Landlord,if necessary, is entitled to commence immediately an action in summaryproceedings to recover possession of the Premises.

 

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## **16.2.**       Receipt Of Money After Termination.

## ** **

No receipt of money by Landlord from Tenant after thetermination 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 suchreceipt of money.

 

## **16.3.**       Recovery Of Damages.

## ** **

Landlord agrees to use commercially reasonable effortsto mitigate damages caused by a default or breach of Tenant.  If Landlord terminates this Lease at any timefor any breach, then in addition to any other remedies it may have, Landlordmay recover from Tenant by reason of such breach all Rent and Additional Rentaccrued and unpaid for the period up to and including such termination date, aswell as all other additional sums payable by Tenant under this Lease.  In addition, Landlord may recover as damagesfor loss of the bargain and not as a penalty the sum of (i) the unamortizedcost to Landlord, computed and determined in accordance with generally acceptedaccounting principles, of any tenant improvements provided by Landlord at itsexpense, (ii) the aggregate sum which at the time of such termination representsthe excess, if any, of the present value of the aggregate Rent and AdditionalRent at the same annual rate for the remainder of the Term as then in effectover the then present value of the then aggregate fair rental value of thePremises 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 havebeen payable under this Lease had the Term not been terminated, and (iii) anyadditional damages, including any costs or expenditures to fit the Premises tothe needs of Tenant, reasonable attorneys’ fees and court costs which Landlordsustains by reason of the breach of any of the covenants of this Lease otherthan for the payment of Base Rent and Additional Rent.

 

## **16.4.**       Right ToRe-Enter.

## ** **

If the Event of Default is the nonpayment of Rent,Landlord may, as an alternative to terminating the Lease, serve a writtendemand for possession or payment.  Unlessthe 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 nofurther right to possession under the Lease. Tenant remains liable to Landlord for the payment of all Rent and othercharges which Tenant has agreed to pay under this Lease throughout theremainder of its Term.  If Landlordelects to re-enter, as provided, it may from time to time, without terminatingthis Lease, make such alterations and repairs as may be necessary in order torelet the Premises, and relet all or any part of such Premises for such term orterms (which may be for a term extending beyond the Term of this Lease) and atsuch rental or rentals and upon such other terms and conditions as Landlord inits reasonable discretion may deem advisable. Upon each such reletting all rentals and other sums received by Landlordfrom such reletting are applied, first, to the payment of any indebtednessother than rent due under this Lease from Tenant to Landlord; second, to thepayment of any costs and expenses of such reletting, including reasonablebrokerage 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 thesame may become due and payable.  If suchrentals and other sums received from such reletting during any month areinsufficient to pay the Rent and other charges due from Tenant, Tenant agreesto pay such deficiency to Landlord.  Suchdeficiency will be calculated and paid monthly. No such re-entry or taking possession of such premises by Landlord maybe construed as an election on its part to terminate this Lease.  Notwithstanding any such reletting withouttermination, Landlord may at any time elect to terminate this Lease for suchprevious breach.

 

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## **16.5.**       Independent Covenant.

## ** **

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

 

## **16.6.**       Legal Expenses.

## ** **

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

 

# **17.**          PAYMENTBY TENANT; NON-WAIVER.

# ** **

## **17.1.**       Payment by Tenant.

## ** **

Upon any Event of Default, Tenant agrees to pay toLandlord all costs incurred by Landlord (including court costs and reasonableattorneys’ 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 intocondition acceptable to a new tenant, (4) if Tenant is dispossessed of thePremises and this Lease is not terminated, reletting all or any part of thePremises (including brokerage commissions, cost of tenant finish work, andother costs incidental to such reletting), (5) performing Tenant’s obligationswhich Tenant failed to perform, and (6) enforcing its rights, remedies andrecourses arising out of the Event of Default or in obtaining advice about thesame.  To the full extent permitted bylaw, Landlord and Tenant agree the federal and state courts of the state inwhich the Premises and Building are located have exclusive jurisdiction overany matter relating to or arising from this Lease and the parties’ rights andobligations under this Lease.

 

## **17.2.**       No Waiver.

## ** **

Landlord’s acceptance of any payment from Tenantfollowing an Event of Default will be deemed Rent and will not waive Landlord’srights 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 futureviolation of such term(s).  Landlord’sacceptance of any partial payment of Rent will not waive Landlord’s rights withregard to the remaining portion of the Rent that is due, regardless of anyendorsement or other statement on any instrument delivered in payment of Rentor any writing delivered in connection with such Rent.  Accordingly, Landlord’s acceptance of apartial payment of Rent will not constitute an accord and satisfaction of thefull amount of the Rent that is due.

 

# **18.**          SURRENDEROF PREMISES.

# ** **

No act by Landlord will be deemed an acceptance of asurrender of the Premises, and no agreement to accept a surrender of thePremises will be valid unless it is in writing and signed by Landlord.  At the expiration or termination of thisLease, Tenant must deliver the Premises to Landlord with all improvements ingood repair and condition, broom-clean, except for reasonable wear and tear(and condemnation and Casualty damage, as to which Sections 12 and 13 abovecontrol).  All alterations, additions,improvements, equipment and wiring made in or upon the Premises shall remain onthe 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

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its obligations underthis Lease, Tenant may remove all unattached trade fixtures and personalproperty placed in the Premises by Tenant, provided that Tenant remainsobligated to repair all damage caused by such removal.  All items not so removed will be deemed tohave been abandoned by Tenant and may be appropriated, sold, stored, destroyed,or otherwise disposed of by Landlord without notice to Tenant and without anyobligation 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 ofthe Term, then Tenant will be a tenant-at-will and, in addition to all otherdamages 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 monthequal to 150% of the aggregate Base Rent plus all other Rent payable during thelast month of the Term.  Tenant is alsoresponsible for all damages, consequential as well as direct, incurred orsustained by Landlord by reason of such retention, together with all costsincurred by Landlord (including but not limited to reasonable attorneys’ fees)in connection with such holdover.  Inaddition, if Tenant holds over for more than thirty (30) days, then Landlordmay elect, upon notice to Tenant, that such holding over will constitute arenewal of this Lease for one (1) year at the stated holdover rate, butacceptance by Landlord of Rent after such termination will not in and of itselfconstitute a renewal.  Nothing containedin this Section 19, however, will be construed or operate as a waiver ofLandlord’s right of re-entry or any other right of Landlord.

 

# **20.**          CERTAINRIGHTS RESERVED BY LANDLORD.

# ** **

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

 

### (a)           Todecorate and to make inspections, repairs, alterations, additions, changes, orimprovements, whether structural or otherwise, in and about the Building duringordinary business hours, and if Tenant desires to have such work done duringother than business hours, Tenant agrees to pay all overtime and additionalexpenses resulting from such work; to enter upon the Premises and, during thecontinuance of any such work; to temporarily close doors, entryways, publicspace, and corridors in the Building; and to interrupt or temporarily suspendBuilding services and facilities agreed to be furnished by Landlord, allwithout the same constituting an eviction of Tenant in whole or in part andwithout abatement of Rent by reason of loss or interruption of the business ofTenant or otherwise and without in any manner rendering Landlord liable fordamages or relieving Tenant from the performance of Tenant’s obligations underthis Lease; provided, however, reasonable access to the Premises will bemaintained and the business of Tenant may not be interfered with; and furtherprovided, however, that except for routine maintenance and emergencies,Landlord may access the Premises only (i) after six (6) hours advance notice toTenant, (ii) outside of business hours, and (iii) if such access does not unreasonablyinterfere with Tenant’s business;

###  

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

 

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

###  

(d)           Upon prior oral noticeto Tenant, to enter the Premises during reasonable hours (i) at any time duringthe 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 toprospective tenants, and to decorate, remodel, repair, alter or otherwiseprepare the Premises for reoccupancy at any time after Tenant vacates orabandons the Premises;

 

(e)           Upon prior writtennotice to Tenant, to relocate Tenant within the Building to new space (the **“Relocation Space”**) which is comparable in size, utility andcondition to the Premises, including any additions, alterations andimprovements made by Tenant in accordance with the terms of this Lease.  Such relocation will be effective on a datespecified by Landlord, which date will not be less than ninety (90) days afterLandlord’s notice.  If Landlord relocatesTenant, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocketexpenses directly related to Tenant’s move to the Relocation Space.  Upon such relocation, the Relocation Spacewill be deemed to be the Premises, the terms of the Lease will remain in fullforce and apply to the Relocation Space, and Landlord and Tenant agree toexecute an amendment to this Lease confirming such relocation of Tenant to theRelocation Space within twenty (20) days after Tenant takes possession of theRelocation Space;

 

(f)            To maintain within thelobby of the Building a directory containing a standard listing with Tenant’sname;

 

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

 

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

 

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

 

(j)            To grant to anyone theright to conduct any business or render any service in the Building, whether ornot it is the same as or similar to the use expressly permitted to Tenant in Section 7above;

 

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

 

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

 

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

 

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

 

# **21.**          MISCELLANEOUS.

# ** **

## **21.1.**       Landlord Transfer.

 

Landlord may transfer any portion of the Building andany of its rights under this Lease. If Landlord assigns its rights under thisLease, then Landlord will be released from any further obligations under thisLease, provided that the assignee assumes all of Landlord’s obligations underthis 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 ofthis Lease will be recoverable only from the interest of Landlord in theBuilding, and Tenant agrees to look solely to Landlord’s interest in theBuilding for the enforcement of any judgment, award, order or other remedyunder or in connection with this Lease. Under no circumstances will Landlord orLandlord’s Affiliates have any personal liability for any of the foregoingmatters. The term **“Landlord’s Affiliates”**means collectively Landlord’s property manager and its and Landlord’srespective 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 Leasewhich can be performed by the payment of money (e.g., payment of Rent andmaintenance of insurance), whenever a period of time is prescribed for actionto 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, anydelays due to strikes, riots, acts of God, shortages of labor or materials,war, governmental laws, regulations, or restrictions, or any other causes ofany kind whatsoever which are beyond the reasonable control of such party.

 

## **21.4.**       Brokerage.

## ** **

Neither Tenant nor Landlord has dealt with any brokeror agent in connection with the negotiation or execution of this Lease, otherthan Landlord’s Broker and Tenant’s Broker, whose commissions are payable byLandlord.  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 commissionsor other compensation claimed by any other broker or agent.

 

## **21.5.**       Estoppel Certificates.

## ** **

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

 

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

 

## **21.6.**       Notices.

## ** **

All notices and other communications given pursuant tothis Lease must be in writing and must be sent to the parties listed in theLease Information Summary above by (1) first class mail, United States Mail,postage prepaid, certified, with return receipt requested, and addressed to theparties at the address specified in the Lease Information Summary, (2) anationally recognized overnight courier, (3) personal delivery to the intendedaddress, or (4) prepaid telegram, cable, facsimile transmission or telex withconfirmation of successful transmission followed by a confirmatory letter.  All notices will be effective upon deliveryto the address of the addressee, or, if the addressee refuses delivery, thendelivery will be deemed effective as of the date of the attempteddelivery.  The parties may change theiraddresses by giving notice of such change to the other party in conformity withthis 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 ofthis Lease will not be affected, and in lieu of such clause or provision, aclause or provision as similar in terms to such illegal, invalid orunenforceable clause or provision will be deemed added to this Lease as may bepossible and be legal, valid, and enforceable.

 

## **21.8.**       Amendments; BindingEffect.

## ** **

This Lease may not be amended except by instrument in writingsigned by Landlord and Tenant.  Noprovision of this Lease will be deemed to have been modified or waived byeither party unless such modification or waiver is in writing signed by suchparty.  No custom or practice which mayevolve between the parties in the administration of the terms of this Leasewill waive or diminish the right of either party to insist upon the performanceby the other party in strict accordance with the terms of this Lease, except asexpressly modified in writing signed by Landlord and Tenant.  The terms and conditions contained in thisLease will inure to the benefit of and be binding upon the parties, and upontheir respective successors in interest and legal representatives, except asotherwise expressly provided.  This Leaseis for the sole benefit of Landlord and Tenant, and, other than Landlord’sMortgagee, no third party may be deemed a third party beneficiary.

 

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## **21.9.**       Quiet Enjoyment.

## ** **

So long as Tenant performs all of its obligationsunder this Lease, Tenant may peaceably and quietly hold and enjoy the Premisesduring 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 thisLease with the fee estate in all or any part of the Premises will occur if thesame person acquires or holds, directly or indirectly, this Lease or anyinterest in this Lease and the fee estate in the leasehold Premises or anyinterest in such fee estate.

 

## **21.11.**     No Offer.

## ** **

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

 

## **21.12.**     Entire Agreement; Governing Law.

## ** **

This Lease constitutes the entire agreement betweenLandlord and Tenant regarding the subject matter of this Lease and supersedesall prior related oral statements and writings. Except for those set forth inthis Lease, no representations, warranties, or agreements have been made byLandlord or Tenant to the other with respect to this Lease or the obligationsof Landlord or Tenant in connection with this Lease.  This Lease shall be governed by, construedunder 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 numberof days will be deemed to mean calendar days, unless otherwise expresslystated.

 

## **21.14.**     Prohibition Against Leasehold Mortgages.

## ** **

Tenant will not mortgage, pledge or otherwise encumberits 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 otherin connection with this Lease.  Eachparty further warrants and represents that it has reviewed this waiver with itslegal counsel and that each has waived its jury trial rights followingconsultation with legal counsel.  Thiswaiver applies to any and all subsequent amendments and any other agreementsrelating to this Lease.  In the event oflitigation, this Lease may be filed as a written consent to a trial by thecourt sitting without a jury.  Tenantfurther agrees that in the event Landlord commences any summary proceeding fornon-payment of Rent, Tenant will not interpose any counterclaim of any natureor description in such proceeding.

 

## **21.16.**     Landlord’s Remedies Cumulative.

## ** **

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

 

22

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right or remedy consequentupon a breach thereof, and in the case of Landlord no acceptance of full orpartial Rent during the continuance of any such breach will constitute a waiverof any such breach, agreement, term, covenant or condition.  No waiver by Landlord or Tenant of any breachby the other party or, in the case of Landlord, of any breach by any othertenant under any other lease or any portion of the Building will affect oralter this Lease in any way whatsoever. No covenant, term or condition of this Lease will be deemed waived byeither party unless such waiver is in writing and executed by such party.  Landlord may accept a partial payment of Rentor other sums due under this Lease without such acceptance constituting an accordand satisfaction and without prejudice to Landlord’s right to demand thebalance of such Rent or other sum, notwithstanding any notation on a check orletter accompanying such partial payment, unless Landlord expressly waives itsright to such balance in writing.

 

## **21.17.**     Prohibition Against Recordation.

## ** **

Tenant may not record all or any part of this Lease orany memorandum of this Lease.  Anyrecording by Tenant of all or any part of this Lease or any memorandum of thisLease will be in violation of this Lease and will be void, and Tenant agrees toindemnify Landlord, its managers, members, agents, successors and assigns forany losses, damages or expenses of any nature whatsoever incurred by reason ofsuch recording.  In the event Tenantrecords or causes all or any part of this Lease or any memorandum of this Leaseto be recorded, Tenant hereby irrevocably appoints Landlord as Tenant’sattorney-in-fact, coupled with an interest, to execute and record a certificateto 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) ormore thereof) sign this Lease as Tenant, the liability of each such individual,corporation, partnership or other business association to pay Rent and performall of Tenant’s other obligations under this Lease are deemed to be joint andseveral.

 

## **21.20.**     CorporateTenants.

## ** **

If Tenant is acorporation, the persons executing this Lease on behalf of Tenant herebycovenant and warrant that Tenant is a duly constituted corporation qualified todo business in the State of Illinois; all of Tenant’s franchise and corporatetaxes have been paid to date; all future forms, reports, fees and otherdocuments necessary for Tenant to comply with all applicable laws will be filedby Tenant when due; and such persons are duly authorized by the board ofdirectors 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 andconditions of this Lease, and so long as no event has occurred but for thepassage of time or the giving of notice, or both, would constitute a defaultunder this Lease, Tenant shall have the option (the **“RenewalOption”**) to renew the Term of this Lease for one (1) additional five(5) year period (the **“Renewal Period”**).  If Tenant desires to exercise the RenewalOption, Tenant must deliver written notice (the **“Renewal Notice”**)to Landlord not less than nine (9) months prior to the scheduled expiration ofthe Term; otherwise, the Renewal Option will lapse and be deemed forever waivedby Tenant.  The same terms and conditionscontained in this Lease will apply during the Renewal Period, except that theBase Rent will be the then prevailing market rental rate for 

 

23

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buildings of similar sizeand class located in the downtown Chicago area as reasonably determined byLandlord.  Any attempt by Tenant toexercise the Renewal Option by any method, at any time or under anycircumstances other than as specifically set forth herein will be null and voidand 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 thePremises and is not in default under the terms and conditions of this Lease asof the date Tenant notifies Landlord of Tenant’s desire to exercise its “Rightof First Offer” (as defined below), and (ii) no event has occurred which butfor the passage of time or the giving of notice, or both, would constitute adefault under this Lease, during the Term of this Lease Tenant shall have aone-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 termsand conditions set forth below. Notwithstanding anything contained herein to the contrary, all or anyportion of the ROFO Premises will not be considered available and subject toTenant’s Right of First Offer if (x) any tenant of the Building occupying theROFO Premises (a **“Pre-existing Tenant”**) pursuant toa lease in effect as of the date of this Lease has a right to extend or renewthe term of its lease, (y) Landlord and the Pre-existing Tenant agree to extendthe term of such existing lease or enter into a new lease for all or anyportion of the ROFO Premises, or (z) any other tenant in the Building havingthe right to lease or occupy all or any portion of the ROFO Premises as of thedate of this Lease exercises its right to lease such portion of the ROFOPremises (including any extension or renewal of such lease) if the ROFOPremises become available during the Term, including after Tenant’s failure toexercise its Right of First Offer.  Atany time during the Term that Landlord desires to market or lease all or anyportion of the ROFO Premises, Landlord will notify Tenant in writing (**“Landlord’s Notice”**) of Landlord’s intention to so market orlease the ROFO Premises, together with the date when the ROFO Premises can bemade available to Tenant (the **“Availability Date”**)and the terms and conditions upon which Landlord is prepared to lease all orany portion of such ROFO Premises (the **“ROFO Premises Terms andConditions”**).  Tenant mustthen notify Landlord in writing within ten (10) days following Tenant’s receiptof Landlord’s Notice whether Tenant desires to exercise its Right of First Offer.  Tenant’s Right of First Offer may only beexercised as to the entire ROFO Premises. If Tenant declines to exercise its Right of First Offer or does notnotify Landlord of Tenant’s election to exercise its Right of First Offer withrespect to the ROFO Premises within said ten (10) day period, then Landlord mayenter into a new lease with any third party with respect to such ROFO Premisesand Tenant will be deemed to have **[**forever**]** waived its Right of First Offer with respect to the ROFOPremises.  If Tenant elects to exerciseits Right of First Offer and so notifies Landlord within such ten (10) dayperiod, then Tenant will accept a lease of the ROFO Premises as of theAvailability Date in its then **“AS-IS”**condition, subject to the ROFO Premises Terms and Conditions, and otherwise onthe same terms and conditions contained in the Lease, except that (1) the BaseRent for the ROFO Premises will be the then prevailing market rental rate forbuildings of a similar size and class located in the downtown Chicago area; (2)the term **“Premises”** for all purposes of thisLease will include the ROFO Premises, and (3) the numerator of Tenant’sProportionate Share will increase by the amount of rentable square feetcontained within the ROFO Premises. Tenant will commence paying Rent for the ROFO Premises on the earlier ofthe 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 ofFirst Offer, Landlord and Tenant will enter into an amendment to this Lease inorder to incorporate the ROFO Premises Terms and Conditions and to otherwiseconform such terms and provisions to this Lease.

 

24

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| ** ** | **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

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**EXHIBIT A**

 

**OUTLINEOF PREMISES**

 

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**EXHIBIT B**

 

**BUILDINGRULES AND REGULATIONS**

 

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

 

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

 

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

 

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

 

Landlord will provide and maintain an alphabeticaldirectory for all tenants and key employees of Tenant in the main lobby of theBuilding.

 

Landlord will provide all door locks in each tenant’sleased premises, at the cost of such tenant, and no tenant may place any additionaldoor 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’sleased premises, at such tenant’s cost, and no tenant may make a duplicate.

 

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

 

Landlord may prescribe weight limitations anddetermine the locations for safes and other heavy equipment or items, whichwill in all cases be placed in the Building so as to distribute weight in amanner acceptable to Landlord which may include the use of such supportingdevices as Landlord may require. All damages to the Building caused by theinstallation or removal of any property of a tenant, or done by a tenant’sproperty 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 orstairways. No birds or animals may be brought into or kept in, on or about anytenant’s leased premises. No portion of any tenant’s leased premises may at anytime be used or occupied as sleeping or lodging quarters.

 

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Tenant will cooperate with Landlord’s employees inkeeping its leased premises neat and clean. Tenant will not employ any person for the purpose of such cleaning otherthan 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 leasedarea 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 interferein any way with other tenants or persons having business with them.

 

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

 

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

 

No vending or dispensing machines of any kind may bemaintained in any leased premises without the prior written permission ofLandlord.

 

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**EXHIBIT C**

 

**HVACSPECIFICATIONS**

 

TheHVAC system serving the Premises will meet the following criteria:

 

Whenthe 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 76degrees F, plus or minus two (2) degrees F.

 

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

 

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**EXHIBIT D**

 

**ESTOPPELCERTIFICATE**

 

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

 

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

 

2.  The Lease is unmodified and in full force andeffect; Tenant accepted and presently occupies the Premises and is paying rentcurrently; to the best of Tenant’s knowledge, Tenant has no setoffs, claims ordefenses to the payment of Rent or the enforcement of the Lease; and Tenant hasnot assigned or transferred its interest thereunder.

 

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

 

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

 

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

 

6.             Norent or other moneys have been paid to Landlord or Landlord’s agent by Tenantmore than thirty (30) days in advance under the Lease, and a security deposithas been paid by Tenant in the amount of $                          .

 

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

 

8.             Tenanthas no claim against Landlord for any prepaid rent.

 

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

 
| Dated:                 |   | , 2004. |
|------------------------|--------|---------|
|                   |
| TENANT:                |
|                   |
| eCOLLEGE.com,          |
| a Delaware corporation |
|                   |
| By:                    |   |    |
| Its:                   |   |    |
|                        |        |         |  |  |

 

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**EXHIBIT E**

 

**JANITORIALSPECIFICATIONS**

 

**A.****            Office Area**

 

**I.****      Nightly Services (Monday – Friday):**

 

a.     Gatherall waste paper and place for disposal.

b.     Emptyand wash all ashtrays.

c.     Sweepand/or dust mop all floor surfaces.

d.     Vacuumclean all carpeted areas.

e.     Dustdesks, chairs, tables and other office furniture.

f.      Dustall ledges and other flat surfaces within reach.

g.     Dustcounters, file cabinets and telephones.

h.     Properlyarrange furniture in offices.

i.      Removefingerprints from doors and partition glass.

j.      Washall drinking fountains.

k.     Checkdoors and lock upon completion of work.

l.      Leaveonly designated lights on.

m.    Keepjanitor closets clean and orderly.

 

**II.****    Weekly Services:**

 

a.     Removefingerprints from woodwork, walls and partitions.

b.     Spraybuff floors in public areas.

 

**III.****   Monthly Services:**

 

a.     Spotclean corridor walls.

b.     Polishor clean door kick plates and thresholds.

c.     Washall waste baskets.

d.     Liftand clean under all plastic floor pads.

e.     Dustall venetian blinds.

f.      Dusthigh partition ledges and moldings.

g.     Dustor vacuum air grills.

h.     Vacuumupholstery.

 

**IV.****   Semi-Annually:**

 

a.     Applyfloor finish to all composition floors.

 

**V.****    Restrooms and Lounges:**

 

**A.****    NightlyServices (Monday – Friday):**

 

1.     Cleanrestrooms, wash basins, dispensers and chrome fittings.

2.     Cleanmirrors and frames.

3.     Wetmop floors.

 

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4.     Sanitizetoilets, toilet seats and urinals.

5.     Dustledges and partitions.

6.     Reportto Building Office, any fixture not working properly.

 

**B.****    DaileyServices (Monday – Friday)**

 

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

2.     Sweeploose paper products from floor twice daily.

3.     Mopfloor as necessary.

 

**C.**    **Weekly Services:**

 

1.     Spotwash partitions, walls and doors.

2.     Removeany soap scum or residue left from dispenser soap.

 

**D.**    **Monthly Services:**

 

1.     Applyfloor finish to composition floors.

2.     Dustceiling vents.

 

**E.****     Bi-MonthlyServices:**

 

1.     Scruball wainscoting and partitions.

 

**VI.****   Carpet Maintenance:**

 

**A.****    NightlyServices (Monday – Friday):**

 

1.     Spotclean coffee, ink and other minor stains.

2.     Reportlarge stains to Building Office.

3.     Rotaryclean traffic areas and corridors

 

**B.****    Semi-MonthlyService:**

 

1.     Shampoothe elevator carpets.

 

**C.****    YearlyServices:**

 

1.     Shampoopublic area (elevator lobbies) carpet on all floors.

 

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

 

1.     PileLifting:  This service consists of usinga powerful vacuum with an      adjustablebrush for lifting the Pile.

2.     SpotClean Stains:  Remove of difficult stainsby an expert.

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

 

----

 

4.     Wealso re-weave and stretch carpets.

 

**A.****    ExteriorAreas:**

 

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

 

**B.****    MainLobby:**

 

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

 

2.             Spotclean all entrance glass, directory glass, check glass doors for fingerprintsand smudges twice a day.  Dustwindowsills and metal ledges as necessary.

 

3.             Removeor place runners as necessary.  Vacuumlobby mats as required.

 

4.             Cleanashtrays twice a day.

 

**C.****    LobbyElevators:**

 

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

 

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**EXHIBIT F**

 

**WORKLETTER**

 

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

 

Landlord and Tenant agreethat their respective rights and obligations with respect to the constructionof the Premises shall be as provided in the Lease and in this Workletter.  All of the terms used herein which aredefined in the Lease shall have the same meanings as provided in the Leaseunless otherwise stated herein.

 

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

 

2.             **Work.**  Tenant, at its sole cost and expense, shallperform 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 agood and workmanlike fashion, in accordance with the requirements set forthherein and in compliance with all applicable laws, ordinances, rules and othergovernmental requirements. Tenant shall commence the construction of the Workpromptly following completion of the preconstruction activities provided for inparagraph 3 below and shall diligently proceed with all such construction.Tenant shall coordinate its Work so as to avoid interference with any otherwork being performed by or on behalf of Landlord (including, withoutlimitation, 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 forLandlord’s review and approval:

 

(i) adetailed construction schedule containing the major components of the Workand the time required for each, including the scheduled commencement date ofconstruction of the Work, milestone dates and the estimated date of completionof construction;

 

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

 

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

 

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

 

(v)certified copies of insurance policies or certificates of insurance ashereinafter described. Tenant shall not permit Tenant’s Contractors to commencework until the required insurance has been obtained and certified copies ofpolicies or certificates have been delivered to Landlord;

 

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

 

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

 

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

 

(b) As used herein, theterm **“Plans”** shall mean full and detailedarchitectural and engineering plans and specifications covering the Work(including, without limitation, architectural, mechanical and electricalworking drawings for the Work). The Plans shall be subject to Landlord’sapproval and the approval of all local governmental authorities requiringapproval, if any. Landlord shall give its approval or disapproval (givinggeneral reasons in case of disapproval) of the Plans within seven (7) daysafter receipt thereof by Landlord. Landlord agrees not to unreasonably withholdits approval of said Plans; provided, however, that Landlord shall not bedeemed to have acted unreasonably if it withholds it consent because, inLandlord’s opinion: (i) the Work is likely to affect adversely Buildingsystems, the structure of the Building or the safety of the Building and itsoccupants; (ii) the Work would adversely affect Landlord’s ability to furnishservices to Tenant or other tenants; (iii) the Work would increase the cost ofoperating the Building; (iv) the Work would violate any governmental laws,rules or ordinances; (v) the Work contains or uses hazardous or toxicmaterials; (vi) the Work would adversely affect the appearance of the Building;(vii) the Work would adversely affect another tenant’s premises; or (viii) theWork is prohibited by any mortgage on the Building. The foregoing reasons,however, shall not be exclusive of the reasons for which Landlord may withholdconsent, whether or not such other reasons are similar to or dissimilar fromthe foregoing. Landlord shall cooperate with Tenant by discussing or reviewingpreliminary plans and specifications, at Tenant’s request prior to completionof the full, final detailed Plans, in order to expedite preparation of thefinal Plans and the approval process. If Landlord notifies Tenant that changesare required to the final Plans submitted by Tenant, Tenant shall, within ten(10) days thereafter, submit to Landlord for its approval the Plans as amendedin 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 Premisesby any local governmental field 

 

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

 

(c) No Work shall beundertaken 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 inobtaining all necessary building permits, and (ii) if Tenant is delayed inobtaining any permit solely and directly as a result of Landlord’s failure tofulfill its obligations under this provision or any other provision of theLease (such delay being hereinafter referred to as a “**LandlordDelay**”) 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 ofLandlord to receive evidence of such coverage upon commencement of the Workshall not waive Tenant’s obligations to obtain such coverages.);

 

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

 

(v)items required to be submitted to Landlord prior to commencement ofconstruction of the Work have been so submitted and have been approved, whererequired; and

 

(vi)Landlord has given written notice that the Work can proceed, subject to suchreasonable conditions as Landlord may impose.

 

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

 

5.             **Change Orders.**  All changes to the final Plans requested byTenant must be approved by Landlord in advance of the implementation of suchchanges as part of the Work. All delays caused by Tenant-initiated changeorders, including, without limitation, any stoppage of work during the changeorder review process, are solely the responsibility of Tenant and shall causeno delay in the commencement of the Lease or the rental and other obligationstherein set forth.

 

6.             **Standards of Design and Construction andConditions of Tenant’s Work.**

 

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

 

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(a)   Tenant’s Plans and all design andconstruction of the Work shall comply with all applicable statutes, ordinances,regulations, laws, codes and industry standards, including but not limited torequirements of Landlord’s fire insurance underwriters.  Approval by Landlord of the Plans shall notconstitute a waiver of this requirement or assumption by Landlord ofresponsibility for compliance.  Whereseveral sets of the foregoing laws, codes and standards must be met, thestrictest shall apply where not prohibited by another law, code or standard.

 

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

 

(c)   Tenant’s Contractors shall be licensedcontractors, possessing good labor relations, capable of performing qualityworkmanship and working in harmony with Landlord’s contractors andsubcontractors and with other contractors and subcontractors in theBuilding.  All work shall be coordinatedwith any other construction or other work in the Building in order not toaffect adversely construction work being performed by or for Landlord or itstenants, it being understood that, in the event of any conflict, Landlord andits contractors and subcontractors shall have priority over Tenant and Tenant’sContractors.

 

(d)   Landlord shall have the right, but not theobligation, to perform on behalf of and for the account of Tenant, subject toreimbursement by Tenant, any work (i) which Landlord deems to be necessary onan emergency basis, (ii) which pertains to structural components, buildingsystems or the general utility systems for the Building, (iii) which pertainsto 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-classmaterials in the Work, except where explicitly shown otherwise in the Plansapproved by Landlord and Tenant.  Tenantshall obtain warranties of at least one (1) year’s duration from the completionof the Work against defects in workmanship and materials on all work performedand equipment installed in the Premises as part of the Work.

 

(f)   Tenant and Tenant’s Contractors, inperforming work, shall not interfere with other tenants and occupants of theBuilding.  Tenant and Tenant’sContractors shall make all efforts and take all steps appropriate toconstruction activities undertaken in a fully occupied, first-class officebuilding so as not to interfere with the operation of the Building and shall,in any event, comply with all reasonable rules and regulations existing fromtime to time at the Building.  Tenant andTenant’s Contractors shall take all precautionary steps to minimize dust, noiseand construction traffic and to protect their facilities and the facilities ofothers affected by the Work and to properly police same.  Construction equipment and materials are tobe kept within the Premises, and delivery and loading of equipment and materialsshall be done at such locations and at such time as Landlord shall direct so asnot to burden the construction or operation of the Building.

 

(g)    Landlord shall have the right to orderTenant or any of Tenant’s Contractors who violate the requirements imposed onTenant or Tenant’s Contractors in performing work to 

 

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cease work and remove itsequipment and employees from the Building. No such action by Landlord shall delay the commencement of the Lease orthe 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 incurredor consumed on or after the Rent Commencement Date shall be the responsibilityof Tenant and shall be paid for by Tenant at Landlord’s rates.  Tenant shall apply and pay for all utilitymeters required.  All use of freightelevators is subject to scheduling by Landlord. Tenant shall arrange and payfor removal of construction debris and shall not place debris in the Building’swaste containers.

 

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

 

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

 

(k)   Tenant shall have no authority to deviatefrom the Plans in performance of the Work, except as authorized by Landlord andits designated representative in writing. Tenant shall furnish to Landlord “as-built” drawings of the Work withinthirty (30) days after completion of the Work.

 

(l)   Landlord shall have the right to run utilitylines, pipes, conduits, duct work and component parts of all mechanical andelectrical systems where necessary or desirable through the Premises, torepair, alter, replace or remove the same, and to require Tenant to install andmaintain proper access panels thereto, provided that Tenant shall have theright to reasonably approve the location of all access panels.

 

(m)   Tenant shall impose on and enforce allapplicable terms of this Workletter against Tenant’s architect and Tenant’sContractors.

 

7.             **Insurance and Indemnification.**

 

(a)   In addition to any insurance which may berequired under the Lease, Tenant shall secure, pay for and maintain or causeTenant’s Contractors to secure, pay for and maintain during the continuance ofconstruction and fixturing work within the Building or Premises, insurance inthe following minimum coverages and limits of liability:

 

(i)workers’ compensation and employers’ liability insurance with limits of notless than $500,000.00, or such higher amounts as may be required from time totime by any employee benefit acts or other statutes applicable where the workis to be performed, and in any event sufficient to protect Tenant’s Contractorsfrom liability under the aforementioned acts;

 

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(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) orproperty damage liability or a combination thereof with a minimum aggregatelimit of $2,000,000.00, and with umbrella coverage with limits not less than$10,000,000.00.  Such insurance shallprovide for explosion and collapse, completed operations coverage and broadform blanket contractual liability coverage and shall insure Tenant’sContractors against any and all claims for bodily injury, including deathresulting therefrom, and damage to the property of others and arising from itsoperations under the contracts whether such operations are performed by Tenant’sContractors 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 ornonowned, in an amount not less than $500,000.00 for each person in oneaccident and $1,000,000.00 for injuries sustained by two or more persons in anyone accident, and property damage liability in an amount not less than$1,000,000.00 for each accident.  Suchinsurance shall insure Tenant’s Contractors against any and all claims forbodily injury, including death resulting therefrom, and damage to the propertyof others arising from its operations under the contracts, whether suchoperations are performed by Tenant’s Contractors or by anyone directly orindirectly employed by any of them;

 

(iv) “allrisk” builder’s risk insurance upon the entire Work to the full insurable valuethereof.  This insurance shall includethe interests of Landlord and Tenant (and their respective contractors andsubcontractors of any tier to the extent of any insurable interest therein) inthe Work and shall insure against the perils of fire and extended coverage andshall include “all risk” builder’s risk insurance for physical loss or damageincluding, without duplication of coverage, theft, vandalism and maliciousmischief.  If portions of the Work arestored off the site of the Building or in transit to said site are not coveredunder said “all risk” builder’s risk insurance, then Tenant shall effect andmaintain 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 madepayable to Landlord as trustee for the insureds, as their interests may appear.

 

All policies (except theworkers’ compensation policy) shall be endorsed to include as additionalinsured parties Landlord and its managers, members, employees, agents,contractors and architects.  The waiverof subrogation provisions contained in the Lease shall apply to all insurancepolicies (except the workers’ compensation policy) to be obtained by Tenantpursuant to this paragraph.  Theinsurance policy endorsements shall also provide that the insurance carriershall give all additional insured parties thirty (30) days’ prior writtennotice of any reduction, cancellation or nonrenewal of coverage and shallprovide that the insurance coverage afforded to the additional insured partiesthereunder shall be primary to any insurance carried independently by saidadditional insured parties. Additionally, where applicable, each policy shall contain across-liability and severability of interest clause.

 

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(b)   Without limitation of the indemnificationprovisions contained in the Lease, to the fullest extent permitted by lawTenant 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 connectionwith the Work or the entry of Tenant or Tenant’s Contractors into the Buildingand the Premises, including, without limitation, mechanics’ liens or the costof any repairs to the Premises or Building necessitated by activities of Tenantor Tenant’s Contractors and bodily injury to persons or damage to the propertyof Tenant, its employees, agents, invitees or licensees or others.  It is understood and agreed that the foregoingindemnity shall be in addition to the insurance requirements set forth aboveand shall not be in discharge of or in substitution for same or any otherindemnity or insurance provision of the Lease.

 

8.             **Landlord’s Contribution.**

 

(a)   Upon completion of the Work, Tenant shallfurnish Landlord with final waivers of liens and contractors’ affidavits, insuch form as may be required by Landlord, Landlord’s title insurance companyand Landlord’s construction lender, from all parties performing labor or supplyingmaterials or services in connection with the Work showing that all of saidparties have been compensated in full and waiving all liens in connection withthe Premises and Building. Tenant shall submit to Landlord on a monthly basisand upon completion of the Work a detailed breakdown of Tenant’s totalconstruction costs and request for payment thereof up to the amount of“Landlord’s Contribution” (as hereinafter defined), together with suchdocumentation as is reasonably satisfactory to Landlord.

 

(b)   Landlord shall make a dollar contribution inthe amount of Two Hundred Thirty-One Thousand Six Hundred Seventy-Five and00/100 Dollars ($231,675.00) (based on $37.50 per rentable square foot) (“**Landlord’s Contribution**”) for application to the extentthereof to the cost of the Work. Landlord shall disburse Landlord’s Contribution via monthly progresspayments to Tenant’s contractors and other vendors, which payments shall bemade within thirty (30) days following Landlord’s receipt of the paymentrequest and upon completion of the Work. If the cost of the Work exceeds Landlord’s Contribution, Tenant shallhave the sole responsibility for the payment of such excess cost.  Notwithstanding anything herein to thecontrary, Landlord may deduct from Landlord’s Contribution any amounts due toLandlord or its architects or engineers under this Workletter.  If any portion of Landlord’s Contribution isnot used toward the cost of the Work or for payment of Landlord’s architects orengineers, then Landlord will afford Tenant a credit for the unused portion ofLandlord’s Contribution against the next payments of Base Rent due from Tenantunder the Lease, provided that in no event will the amount of said creditexceed $12,356.00 (which amount is calculated based on $2.00 per square foot ofthe Premises).

 

 

9.             **Miscellaneous.**

 

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

 

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(b)           ThisWorkletter shall not be deemed applicable to any additional space added to theoriginal Premises at any time or from time to time, whether by any optionsunder the Lease or otherwise, or to any portion of the original Premises or anyadditions thereto if the initial term of the Lease is renewed or extended,whether by any options under the Lease or otherwise, unless expressly soprovided in the Lease or any amendment or supplement thereto.

 

(c)           Thefailure by Tenant to pay any amount(s) due Landlord pursuant to this Workletterwithin the time periods herein stated shall be deemed a default under the termsof the Lease, for which Landlord shall be entitled to exercise all remediesavailable to Landlord for nonpayment of Rent, and all late payments shall besubject to interest and late charges as provided in the Lease.

 

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

 

(e)           Tenantagrees that any existing improvements in the Premises not used in constructionof the Work, including but not limited to doors, door frames, lighting, lightfixtures and other detachable improvements, shall be returned to Landlord forits use.

 

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IN WITNESS WHEREOF, theparties 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 |   |
|                                       |                        |  |  |  |  |  |

 

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**EXHIBIT G**

 

**CERTIFICATEOF COMMENCEMENT DATE**

 

With respect to thatcertain Lease Agreement dated December         ,2004 (the **“Lease”**) for the premises commonlyknown as Suite 1800 in the Building located at One North LaSalle Street,Chicago, Illinois, the undersigned certify and agree that the date of thecommencement 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:                                                                            | ** ** |

 

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**EXHIBIT H**

 

**LANDLORDDELIVERY 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. |

 

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