Promissory Note



 EXHIBIT 10.110 
  
 PROMISSORY NOTE IN FAVOR OF NEW YORK LIFE INSURANCE COMPANY RELATING 
 TO LEO BURNETT CHICAGO BUILDING 







 TIAA Appl. #IL-724 
 M – 000445300 
  
 PROMISSORY NOTE 
  

	 $80,000,000.00
	 	Chicago, Illinois

 February 25, 1999 
  
 FOR VALUE RECEIVED, 35 W. WACKER VENTURE L.L.C. (“Borrower”), a Delaware limited liability company having
its principal place of business at Three Pickwick Plaza, Suite 250, Greenwich, CT 06830, promises to pay to NEW YORK LIFE INSURANCE COMPANY (“Lender”), a New York mutual insurance company, or order, at Lender s offices at 51 Madison
Avenue, New York, New York 10010 or at such other place as Lender designates in writing, the principal sum of Eighty Million and no/100 DOLLARS ($80,000,000.00) (the principal sum or so much of the principal sum as may be advanced and outstanding
from time to time, the “Principal”), in lawful money of the United States of America. with interest on the Principal from the date of this Promissory Note (this “Note”) through and including March 1, 2006 (the
“Maturity Date”) at the fixed rate of Seven and 25/100 percent (7.25%) per annum (the “Fixed Interest Rate”). 
  
 This Note is secured by. among other things, the Mortgage, Assignment of Leases and Rents. Security Agreement and Fixture Filing Statement (the
“Mortgage”), dated the date of this Note made by Borrower for the benefit of Lender and New York Life Insurance Company, a New York mutual insurance company as security for the Loan. All capitalized terms not expressly defined in
this Note will have the definitions set forth in the Mortgage. 
  
 Section 1. Payments of Principal and Fixed Interest. 
  
 (a) Borrower will make monthly installment payments (“Debt Service Payments”) as follows: 
  
 (i) At Closing, a stub payment of interest only on the
Principal at the Fixed Interest Rate representing interest from the date of disbursement through and including the balance of the month of February 1999; and 
  

(ii) On April 1, 1999 and on the first day of each succeeding calendar month through and including February 1, 2006, payments in the
amount of Five Hundred Seventy Eight Thousand Two Hundred Forty Six and 00/100 Dollars ($578,246.00), each of which will be applied first to accrued interest on the Principal at the Fixed Interest Rate and then to the Principal. 
  
 (b) On the Maturity Dale, Borrower will pay the Principal in full together
with accrued interest at the Fixed Interest Rate and all other amounts due under the Loan Documents. 
  
 Section 2. Prepayment Provisions. 
  
 (a) The following definitions apply: 
  
 “Discount Rate” means the yield on a U.S. Treasury issue selected by Lender, as published in The Wall Street Journal, two weeks prior to
prepayment, having a maturity date corresponding (or most closely corresponding, if not identical) to the Maturity Date, and, if applicable, a coupon rate corresponding (or most closely corresponding, if not identical) to the Fixed Interest Rate,
plus fifty (50) basis points. 
  
 “Default Discount
Rate” means the Discount Rate less 300 basis points. 
  
 “Discounted Value” means the Discounted Value of a Note Payment based on the following formula: 
  

	 NP

 (1 + R/12)
	  	=	  	Discounted Value
			
	 NP
	  	=	  	Amount of Note Payment









	 R
	  	=	  	Discount Rate or Default Discount Rate as the case may be.
			
	 n          
	  	=	  	The number of months between the date of prepayment and the scheduled date of the Note Payment being discounted rounded to the nearest integer.

  
 “Note
Payments” means (i) the portion of the scheduled Debt Service Payments attributable to the amount of Principal being prepaid for the period from the date of prepayment through the Maturity Date and (ii) the scheduled repayment of Principal,
if any, on the Maturity Date. 
  
 “Prepayment Date
Principal” means the Principal on the date of prepayment. 
  
 (b) This Note may not be prepaid in full or in part before April 1, 2002. Commencing April 1, 2002, provided there is no Event of Default, Borrower may prepay this Note in full, but not in part, on the first day of any calendar month, upon
60 days prior notice to Lender and upon payment in full of the Debt which will include a payment (the “Prepayment Premium”) equal to the greater of (i) an amount equal to the product of 1% times the Prepayment Date Principal
and (ii) the amount by which the sum of the Discounted Values of Note Payments, calculated at the Discount Rate, exceeds the Prepayment Date Principal. Provided there is no Event of Default, this Note may be prepaid in full without payment of the
Prepayment Premium during the last 90 days of the Term. Notwithstanding the first sentence of this section. commencing on April 1, 2001, Borrower shall have a one time right to prepay up to Twenty-Five Million and no/100 Dollars of the Principal
provided such payment is accompanied by a premium equal to the greater of (i) an amount equal to the product of 1% times the amount of Principal being prepaid and (ii) the amount by which the sum of the Discounted Values of Note Payments, calculated
at the Discount Rate, exceeds the amount of Principal being prepaid. This Note may not be prepaid without simultaneous prepayment in the same amount paid hereunder of any other notes secured by the Loan Documents. 
  
 (c) After an Acceleration or upon any other prepayment not permitted by the
Loan Documents, any tender of payment of the amount necessary to satisfy the Debt accelerated, any judgment of foreclosure, any statement of the amount due at the time of foreclosure (including foreclosure by power of sale) and any tender of payment
made during any redemption period after foreclosure, will include a payment (the “Evasion Premium”) equal to the greater of (i) an amount equal to the product of 1% plus 300 basis points times the Prepayment Date Principal. and (ii)
the amount by which the sum of the Discounted Values of the Note Payments, calculated at the Default Discount Rate, exceeds the Prepayment Date Principal. 
  
 (d) Borrower acknowledges that: 
  
 (i) a prepayment will cause damage to Lender, 
  
 (ii) the Evasion Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with
making the Loan, which will not be fully repaid if the Loan is prepaid; 
  
 (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an Event of Default or any other prepayment not permitted by the Loan Documents; and 
  
 (iv) the Evasion Premium represents Lender and Borrower’s reasonable
estimate of Lender’s damages for the prepayment and is not a penalty. 
  
 Section 3. Events of Default: 
  
 (a) It is an “Event of Default” under this Note: 
  
 (i) if Borrower fails to pay any amount due, as and when required, under this Note or any other Loan Document and the failure continues
for a period of 5 days; or 
  

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 (ii) if an Event of Default occurs under any other Loan Document. 
  
 (b) If an Event of Default occurs, Lender may declare all or any portion of
the Debt immediately due and payable (“Acceleration”) and exercise any of the other Remedies. 
  
 Section 4. Default Rate. Interest on the Principal will accrue at the Default Interest Rate from the date an Event of Default occurs until
such Event of Default is cured as permitted by the Loan Documents. 
  
 Section 5. Late Charges. 
  
 (a) If
Borrower fails to pay any Debt Service Payment when due and the failure continues for a period of 5 days or more or fails to pay any amount due under the Loan Documents on the Maturity Date, Borrower agrees to pay to Lender an amount (a
“Late Charge”) equal to five cents ($.05) for each one dollar ($1.00) of the delinquent payment. 
  
 (b) Borrower acknowledges that: 
  
 (i) a delinquent payment will cause damage to Lender; 
  
 (ii) the Late Charge is intended to compensate Lender for loss of use of the delinquent payment and the
expense incurred and time and effort associated with recovering the delinquent payment; 
  
 (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by the delinquency; and

  
 (iv) the Late Charge represents Lender and
Borrower’s reasonable estimate of Lender’s damages from the delinquency and is not a penalty. 
  
 Section 6. Limitation of Liability. This Note is subject to the limitations on liability set forth in the Article of the Mortgage entitled
Limitation of Liability”. 
  
 Section 7.
WAIVERS. IN ADDITION TO THE WAIVERS SET FORTH IN THE ARTICLE OF THE MORTGAGE ENTITLED “WAIVERS”, BORROWER WAIVES PRESENTMENT FOR PAYMENT, DEMAND, DISHONOR AND, EXCEPT AS EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS, NOTICE OF
ANY OF THE FOREGOING. BORROWER FURTHER WAIVES ANY PROTEST, LACK OF DILIGENCE OR DELAY IN COLLECTION OF THE DEBT OR ENFORCEMENT OF THE LOAN DOCUMENTS. BORROWER AND ALL INDORSERS, SURETIES AND GUARANTORS OF THE OBLIGATIONS CONSENT TO ANY
EXTENSIONS OF TIME, RENEWALS, WAIVERS AND MODIFICATIONS THAT LENDER MAY GRANT WITH RESPECT TO THE OBLIGATIONS AND TO THE RELEASE OF ANY SECURITY FOR THIS NOTE AND AGREE THAT ADDITIONAL MAKERS MAY BECOME PARTIES TO THIS NOTE AND ANY ORIGINAL
INDORSER, SURETY OR GUARANTOR. ADDITIONAL INDORSERS, GUARANTORS OR SURETIES MAY BE ADDED WITHOUT NOTICE AND WITHOUT AFFECTING THE LIABILITY OF THE ORIGINAL MAKER OR 
  
 Section 8. Commercial Loan. The Loan is made for the purpose of carrying on a business or commercial activity
or acquiring real or personal property as an investment or carrying on an investment activity and not for personal or household purposes. 
  
 Section 9. Usury Limitations. Borrower and Lender intend to comply with all Laws with respect to the charging and receiving of interest. Any
amounts charged or received by Lender for the use or forbearance of the Principal to the extent permitted by Law, will be amortized and spread throughout the Term until payment in full so that the rate or amount of interest charged or received by
Lender on account the Principal does not exceed the Maximum Interest Rate. If any amount charged or received under the Loan Documents that is deemed to be interest 

  

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is determined to be in excess of the amount permitted to be charged or received at the Maximum Interest Rate, the excess will be deemed to be a prepayment of
Principal when paid, without premium, and any portion of the excess not capable of being so applied will be refunded to Borrower. If during the Term the Maximum Interest Rate, if any, is eliminated, then for purposes of the Loan. there will be no
Maximum Interest Rate. 
  
 Section 10. Applicable
Law. This Note is governed by and will be construed in accordance with the Laws of the State of Illinois. 
  
 Section 11. Time of the Essence. Time is of the essence with respect to the payment and performance of the Obligations. 
  
 Section 12. Cross-Default. A default under any other note now
or hereafter secured by the Loan Documents or under any loan document related to such other note constitutes a default under this Note and under the other Loan Documents. When the default under the other note constitutes an Event of Default under
that note or the related loan document, an Event of Default also will exist under this Note and the other Loan Documents. 
  
 Section 13. Construction. Unless expressly provided otherwise in this Note, this Note will be construed in accordance with the Exhibit
attached to the Mortgage entitled “Rules of Construction”. 
  
 Section 14. Mortgage Provisions Incorporated. To the extent not otherwise set forth in this Note, the provisions of the Articles of the Mortgage entitled “Expenses and Duty to Defend”,
“Waivers”, “Notices”, and “Miscellaneous ” are applicable to this Note and deemed incorporated by reference as if set forth at length in this Note. 
  
 Section 15. Joint and Several Liability: Successors and
Assigns. If Maker consists of more than one entity, the obligations and liabilities of each such entity will be joint and several. This Note binds Borrower and successors, assigns, heirs, administrators, executors, agents and representatives and
inures to the benefit of Lender and its successors, assigns, heirs, administrators, executors, agents and representatives. 
  
 Section 16. Absolute Obligation. Except for the Section of this Note entitled “Limitation of Liability”, no reference in
this Note to the other Loan Documents and no other provision of this Note or of the other Loan Documents will impair or alter the obligation of Borrower, which is absolute and unconditional, to pay the Principal, interest at the Fixed Interest Rate
and any other amounts due and payable under this Note, as and when required. 
  
 IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first set forth above. 
  

	 35 W. WACKER VENTURE L.L.C.,

	 a Delaware limited liability company

		
	 By:
	 	 SOFI IV Arizona Trust,

	 	 	 a Maryland Real Estate Investment Trust

		
	 	 	 By: /s/    Jerome C.
Silvey        


	 	 	 Name: Jerome C. Silvey


	 	 	 Title: Executive Vice President




  

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