LEASE

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EXHIBIT M                                LOCATION OF SUBSTITUTE GARAGE

EXHIBIT N                                TENANT'S ATMS

EXHIBIT O                                MEMORANDUM OF LEASE

EXHIBIT P                                GUARANTY

EXHIBIT Q                                SEVENTH FLOOR KITCHEN DEMOLITION

THIS LEASE (this "Lease") is made as of the _______ day of ________________, 2008 ("Effective Date") between TR 120 S. LASALLE CORP. , a Delaware corporation, hereinafter referred to as "Landlord", and THE PRIVATEBANK AND TRUST COMPANY , an Illinois chartered bank, hereinafter referred to as "Tenant".

Landlord and Tenant hereby covenant and agree as follows:

1.   CERTAIN PROVISIONS AND DEFINITIONS .

The following provisions and definitions are an integral part of this Lease:

(a)   " Additional Rent ":  As defined in Article 6.

(b)   " Adjustment Date ":  January 1 of the calendar year following the Base Year and each successive January 1 within the Term.

(c)   " Adjustment Year ":  Each calendar year commencing on an Adjustment Date.

(d)   " Annual Base Rent ":  The rent due and payable hereunder for each Lease Year, which shall be:

The Retail Premises Annual Base Rent, Fourth Floor Premises Annual Base Rent and Upper Level Premises Annual Base Rent shall be referred to collectively as "Annual Base Rent".  The rent for any partial month at the beginning of the first (1 ^st ) Lease Year shall be added to and included in the Annual Base Rent for the first (1 ^st ) Lease Year.

(e)   " Base Year ":  With respect to Operating Expenses, the Base Year shall be the Calendar Year 2009.  With respect to Taxes, the Base Year shall be the product of: (i) the 2006 (payable in 2007) assessed value ($23,177,720); multiplied by (ii) the 2008 (payable in 2009) tax rate; multiplied by (iii) the 2008 (payable in 2009) equalization factor.

(f)   " Brokers ":  Lincoln Property Company Commercial Inc. (representing Landlord) and Colliers Bennett & Kahnweiler Inc. (representing Tenant).

(g)   " Building ":  The building located at 120 South LaSalle Street, Chicago, Illinois, together with all building systems located therein, all improvements from time to time located on the Land and any area servicing those improvements for which Landlord may from time to time have obligations, such as adjoining access areas, public sidewalks and other common areas and special service areas.

(h)   " Commencement Date ":  January 1, 2009.

(i)   " Environmental Laws ":  All Federal, state or local laws, statutes, ordinances, codes, rules, regulations, licenses, authorizations, decisions, orders, and injunctions, which pertain to health, safety, any Hazardous Materials, or the environment (including but not limited to ground or air or water or noise pollution or contamination, and underground or above-ground tanks) and shall include, without limitation, the Occupational Safety and Health Act, 29 U.S.C. §§651, et seq .; the Emergency Planning and Community Rights-to-Know Act, 42 U.S.C. §§11001, et seq .; the Toxic Substances Control Act, 15 U.S.C. §§2601, et seq .; the Hazardous Materials Transportation Act, 49 U.S.C. §§1801, et seq .; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§6901, et seq ., as amended by the Hazardous and Solid Waste Amendments of 1984; the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§9601, et seq ., as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Federal Water Pollution Control Act, 33 U.S.C. §§1251, et seq .; the Clean Air Act, 42 U.S.C. §§7401, et seq .; the Illinois Environmental Protection Act, 415 ILCS 5/1, et seq .; the Gasoline Storage Act, 430 ILCS 15/0.01, et seq .; the Municipal Code of the City of Chicago; and any other local, state or federal environmental statutes, and all rules, regulations, orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future.

(j)   " Exclusive Use ":  A full service financial institution both directly and through subsidiaries and affiliates; banking, savings and loan and trust company; mortgage company and mortgage lending; and ATM service.

(k)   " Expiration Date ":  December 31, 2023.

(l)   " Grand Banking Hall ":  The area on the Upper Level Premises identified as the "Grand Banking Hall" on Exhibit A-3 attached hereto.

(m)   " Hazardous Materials ":  All substances, whether solid, liquid or gaseous, which are listed, defined or regulated as "hazardous materials," "hazardous wastes" or "solid wastes," or are otherwise classified as pollutants or contaminants or any other similar substances or materials that are now or may hereafter be included under or regulated by any Environmental Law, or which are or contain asbestos, radon, any polychlorinated biphenyls, urea formaldehyde foam insulation, explosive or radioactive materials, or motor fuels or other petroleum hydrocarbons, or which cause or pose a threat to cause contamination or a nuisance on the Property or any adjacent property or are a hazard to the environment or to the health or safety of persons.

(n)   " Interest Rate ":  As defined in Section 24.4.

(o)   " Land ":  The land on which the Building is located.

(p)   " Landlord's Work ":  As defined in Section 3.1.

(q)   " Laws ":  All Environmental Laws, and all statutes, laws, ordinances, codes, rules and regulations, orders and directions of public officials or other acts having the force or effect of law, of all federal, state, county, municipal and other agencies, authorities or bodies having jurisdiction over the Leased Premises.

(r)   " Lease Year ":  If the Commencement Date is the first (1 ^st ) day of a calendar month, the period of twelve (12) consecutive months commencing on the Commencement Date; if the Commencement Date is not the first (1 ^st ) day of a calendar month, the period commencing on the Commencement Date and ending on the last day of the twelfth (12 ^th ) full calendar month of the Term; and, in either case, each consecutive twelve (12) month period thereafter which falls in whole or in part during the Term.

(s)   " Leased Premises ":  The Leased Premises consists of the following: (1) the retail space on the first (1 ^st ) floor of the Building consisting of approximately 13,140 Rentable Square Feet ("Retail Premises") as depicted on Exhibit A-1 attached hereto and made a part hereof; (2) that portion of the south side of the fourth (4 ^th ) floor of the Building consisting of approximately 10,343 Rentable Square Feet ("Fourth Floor Premises") as depicted on Exhibit A-2 attached hereto and made a part hereof; and (3) the second (2 ^nd ) floor of the Building consisting of approximately 34,189 Rentable Square Feet; the third (3 ^rd ) floor of the Building consisting of approximately 19,810 Rentable Square Feet; and the sixth (6 ^th ) floor of the Building consisting of approximately 27,967 Rentable Square Feet (collectively, the "Upper Level Premises") as depicted on Exhibit A-3 attached hereto and made a part hereof.   The Retail Premises, Fourth Floor Premises and Upper Level Premises are collectively referred to herein as the "Leased Premises" and consist of a total of 105,449 Rentable Square Feet, as more particularly described in Exhibit A .  The Leased Premises shall include any expansion of the Leased Premises pursuant to Article 33, Expansion Option, Article 38, Right of First Refusal, and Article 39, Right of First Offer of this Lease, if exercised, and the Rentable Square Feet of the Leased Premises shall be adjusted accordingly.  Any expansion of space of the Leased Premises which is above the first (1 ^st ) floor shall become part of the "Upper Level Premises" and the Rentable Square Feet of the Upper Level Premises shall be adjusted accordingly.

(t)   " Material Casualty ":  Damage or destruction which: (i) renders thirty percent (30%) or more of the Rentable Square Feet of the Building Untenantable (as defined below); or (ii) renders thirty percent (30%) or more of the entire Leased Premises inaccessible or impossible to occupy; or (iii) causes any damage to any portion of the Leased Premises that will require more than three hundred and sixty-five (365) days to fully repair and restore.

(u)   " Monthly Base Rent ": As defined in Article 5.

(v)   " Mortgage ":  As defined in Article 21.

(w)   " Mortgagee ":  As defined in Article 21.

(x)   " Operating Expenses ":  All expenses, costs and disbursements of every kind and nature (determined for each calendar year on an accrual basis) incurred by Landlord in connection with the ownership, management, operation, maintenance, repair and replacement of the Property or in complying with obligations arising under this Lease and any easements, operating and other agreements affecting the Property, including, without limitation, (i) wages, salaries, fees, related taxes, insurance costs, benefits (including amounts payable under medical, pension and welfare plans and any amounts payable under collective bargaining agreements) and reimbursement of expenses of and relating to all personnel at and below the level of general manager of the Building engaged full or part-time (pro rata on time spent at the Building) in operating, repairing, managing, replacing and maintaining the Property; (ii) all supplies and materials; (iii) legal and accounting fees and expenses; (iv) cost of all utilities for the Building, such as water, sewer, power, fuel, heating (or hot water for heating), lighting, air conditioning (or chilled water for air cooling) and ventilating, to the extent not specifically directly allocated to or paid by Tenant; (v) fees and other charges payable under or in respect of all maintenance, repair, janitorial, scavenger, building security and other service agreements for or pertaining to the Property; (vi) costs of all insurance relating to the Building, its occupancy or operations and the Property, which is customary for similarly situated office buildings in the Pertinent Market (as hereinafter defined) (vii) costs of repairs and maintenance of the Property, including costs which are not capital in nature required to keep the Building safe or remove hazards therefrom; (viii) costs of compliance with Laws; and (ix) management fees and reimbursed expenses of Landlord or Landlord's managing agent and administrative expenses not borne by Landlord's managing agent (not to exceed three percent (3%) of total collections).  Specifically excluded from Operating Expenses (to the extent provided below) shall be the following:

(1)   Taxes (provided, however, if Landlord incurs any penalties as a direct result of Tenant's Default under this Lease, said penalties so incurred shall be payable directly by Tenant to Landlord immediately upon Landlord's written demand therefor);

(2)   Costs of improvements to any tenant's premises, or any architectural, engineering or legal fees, relocation expense or any permit or similar fees or charges associated with such improvements;

(3)   Principal or interest payments on loans, and other debt costs, including loans secured by mortgages or trust deeds on the Property, and ground lease payments, if any;

(4)   Costs of capital improvements, except that Operating Expenses shall include (i) the cost during the Term, as reasonably amortized by Landlord pursuant to sound management and accounting principles consistently applied, with interest on the unamortized amount at the Interest Rate, of any capital improvements which are intended to reduce any component cost included within Operating Expenses (and which, at such time, a prudent owner of an office building in downtown Chicago, Illinois would reasonably determine would be likely to so reduce) and (ii) the cost of any capital improvements which are intended to keep the Property in compliance with any and all Laws enacted, or are first interpreted to apply to the Building, after the date of this Lease; provided, however, that any capital improvements that are planned or initiated by Landlord prior to the Commencement Date shall not be included in Operating Expenses;

(5)   Depreciation or amortization of any improvements or equipment, except as specifically set forth in this Lease;

(6)   Costs of repairs, alterations or replacements caused by casualty losses to the extent of insurance proceeds collected by Landlord, which Landlord shall use commercially reasonable efforts to collect, or the insurance proceeds that Landlord would have collected if Landlord had carried the insurance required of Landlord under this Lease;

(7)   Costs of repairs, alterations or replacements caused by the exercise of rights of eminent domain;

(8)   Costs and expenses incurred in connection with advertising, promoting, marketing and leasing space in the Building, and public relations for the Landlord or Building, including legal fees for the preparation of leases, tenant allowances, space planner fees, real estate brokers' leasing commissions and advertising and promotional expenses, and expenses of any leasing office incurred with regard to leasing the Building or portions thereof;

(9)   Court costs and legal fees incurred with regard to enforcing the obligations of tenants under other leases;

(10)   Leasing commissions, attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, occupants or prospective tenants or occupants of the Building;

(11)   Costs incurred due to violation by Landlord of any lease for space in the Building or any indemnity payments made by Landlord pursuant to any such lease because of a violation or alleged violation or settlement by Landlord under such lease;

(12)   Any payments made to subsidiaries of Landlord or entities under common control with Landlord except if such payments are for services or goods on, to or for the Building or the Land, and only then to the extent that the cost of such services and goods are at market rates being paid for such services or goods by owners of other office buildings in downtown Chicago, Illinois from time to time;

(13)   Any expense for which Landlord is compensated by proceeds of insurance, which proceeds Landlord shall use commercially reasonable efforts to collect;

(14)   Any expense for services or items for which any tenant of the Building (including Tenant) directly reimburses or is required to reimburse Landlord (expressly excluding any expense for which Landlord is reimbursed through its inclusion in Operating Expenses);

(15)   Accounting fees (including those for the preparation of Landlord's income taxes), except reasonable accounting fees incurred in connection with the ownership, operation and management of the Property;

(16)   Any lender's fees;

(17)   Variable expenses and all utilities attributable to the operation of that portion of the first floor of the Building that is being used for retail purposes;

(18)           Electricity exclusively serving the Leased Premises which is separately metered to the Leased Premises and for which Tenant shall be separately charged;

(19)           Costs or other services or work performed for the singular benefit of another tenant or occupant;

(20)           Costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of ownership of the Building;

(21)           Rental under any ground or underlying lease or leases;

(22)           Any penalty or fine incurred by Landlord due to Landlord's violation of any law and any interest or penalties due for late payment of Taxes by Landlord;

(23)           Expenses for any item or service for which Tenant pays directly to a third party or separately reimburses Landlord;

(24)           Any bad debt loss, rent loss, or reserves for bad debts or rent loss;

(25)           Expenses for the replacement of any item covered under warranty for which money is collected by Landlord thereunder;

(26)           All costs of purchasing or leasing sculptures, paintings or other works or objects of art.  Notwithstanding the foregoing to the contrary, Operating Expenses shall include: (i) costs relating to the maintenance of, and insurance for, objects of art which exist on the Property as of the Effective Date; and (ii) costs (up to the amount of Landlord's insurance deductible) relating to the repair of objects of art which exist on the Property as of the Effective Date, if, and only if, the need for such repairs results from the negligence or willful misconduct of Tenant or any of Tenant's employees, agents or contracts;

(27)           Landlord's charitable and political contributions;

(28)           Costs of environmental remediation and costs to comply with Environmental Laws;

(29)           Costs of Property compliance with the Americans with Disabilities Act or other similar Laws existing as of the Commencement Date; and

(30)           Costs incurred in the operation, maintenance and ownership of the 183 Monroe Garage (as hereinafter defined) and other parking concessions.

(y)   " Property ":  The Building and the Land.

(z)   " Rent ":  All amounts due under this Lease from Tenant to Landlord, including, without limitation, Monthly Base Rent and Additional Rent.

(aa)   " Rentable Square Feet ": With respect to the Leased Premises, Landlord and Tenant stipulate and agree that the Rentable Square Feet is 105,449, with respect to the Upper Level Premises, Landlord and Tenant stipulate and agree that the Rentable Square Feet is 81,966, and with respect to the Building (areas located on the 2 ^nd floor of the Building and above), Landlord and Tenant stipulate and agree that the Rentable Square Feet is 562,575.

(ab)           " Taxes ":  Each of the following (determined for each calendar year on a cash basis): (a) real estate taxes and assessments, both general and special, assessed or imposed with respect to the Land or the Building; (b) ad valorem taxes assessed or imposed upon personal property owned by Landlord or Landlord's managing agent and used in the operation of the Land or the Building; (c) transit taxes and assessments; (d) sales or use taxes (to the extent not payable on Operating Expenses); (e) taxes based upon leases or the receipt of rent which are either supplement to or in lieu of any item described in (a) through (d) above; and (f) fees, costs and expenses incurred by Landlord to obtain a reduction of or a limit on the increase in any of the items (a) through (e) above, regardless of whether or not any such reduction or limitation is obtained; provided that except as provided above, Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, general net income or capital stock tax imposed upon Landlord or any other tax imposed or measured by Landlord's income or profit or the Illinois Personal Property Replacement Tax; and provided further that, except as set forth in Section 30.29, Taxes for any particular Adjustment Year shall be reduced, after deducting any reasonable, out-of-pocket expenses actually incurred by Landlord in pursuing such reduction, by any abatement, reduction, credit or refund received by Landlord during the Term relating to such Adjustment Year.  In determining the amount of Taxes for any Adjustment Year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such Adjustment Year had Landlord elected to have such special assessment paid over the maximum period of time permitted by law.  Except as provided in the preceding sentence, all references to Taxes "for" a particular Adjustment Year or Base Year, as the case may be, shall be deemed to refer to the amount of Taxes actually payable during such Adjustment Year without regard to when such Taxes are levied or assessed.  In determining the amount of Taxes for any Adjustment Year or Base Year, the amount of Taxes attributable to the portion of the first floor of the Building that is being used during said Adjustment Year or Base Year, as the case may be, for retail purposes shall be excluded from said determination.

(ac)           " Tenant's Proportionate Share ":  Tenant's Upper Level Premises Proportionate Share (as defined below) and Tenant's Retail Premises Proportionate Share (as defined below) shall be referred to together herein as "Tenant's Proportionate Share").

" Tenant's Upper Level Premises Proportionate Share " shall be deemed to be the percentage obtained by dividing the number of Rentable Square Feet of the Upper Level Premises, from time to time, by the number of Rentable Square Feet of non-retail, space in the Building above the first floor, from time to time.  Provided the Upper Level Premises consist of the number of Rentable Square Feet in Exhibit A , Tenant's Upper Level Premises Proportionate Share is 14.57% (81,966 / 562,575).

" Tenant's Retail Premises Proportionate Share " shall be deemed to be the percentage obtained by dividing the number of Rentable Square Feet of the Retail Premises, from time to time, by the number of Rentable Square Feet of space in the Building, from time to time.  Provided the Retail Premises consist of the number of Rentable Square Feet in Exhibit A , Tenant's Retail Premises Proportionate Share is 2.24% (13,140 / 586,082).

(ad)           " Tenant's Use ":  Subject to the provisions of Article 17 hereof, the Leased Premises are to be used and occupied by Tenant, and any permitted subtenant or permitted assignee, for any of the following: the Exclusive Use; insurance services; securities services; financial services organization; pay day loan company (or commercial or personal lender); and credit card company.  Tenant shall also be permitted to use the Leased Premises for any other lawful office use (or any lawful retail use, with respect to the Retail Premises only) that does not violate: (1) any exclusive rights granted to other tenants or occupants of the Building existing as of the Effective Date of this Lease, and (2) any of the restrictions set forth in Section 17.1(D)(iii)(b), (c), (d) and (e) pertaining to subleases and assignments.  In addition, Tenant shall be subject to any exclusive uses: (a) with respect to the Retail Premises, granted after the earlier of: (i) the second anniversary of the Commencement Date, or (ii) the date on which the Retail Premises are fully occupied by Tenant, a subtenant, or both; and (b) with respect to the Upper Level Premises: (i) granted to any tenant or occupant of the Building that only affects floors fourteen and above; or (ii) granted to a tenant of the Building that is leasing space in the Building that is equal to or greater than the square footage of the Leased Premises at the time such exclusive use is granted.  Notwithstanding anything contained in this Section 1(ad) to the contrary, Tenant may not use or occupy any portion of the Retail Premises for the Exclusive Use prior to the Commencement Date.

(ae)           “ Tenant’s Commencement Date Confirmation ”: The form of certificate, attached hereto as Exhibit J , that Tenant shall execute and deliver to Landlord within ten (10) days of Landlord’s request therefor, upon the Commencement Date for the Leased Premises, or the commencement dates for any Expansion Space (as hereafter defined), First Refusal Space (as hereafter defined) and First Offer Space (as hereafter defined) added to the Leased Premises.

(af)           " Tenant's Secured Areas "  Areas of the Leased Premises designated in writing as "Secured Areas" by Tenant and approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed.  Landlord and Tenant acknowledge and agree that approved Secured Areas shall at a minimum include the following: server rooms, file collateral rooms, network IDF rooms and teller area/safes.

(ag)           " Tenant's Work ":  As defined in Section 3.3.

(ah)           " Term ":  The period commencing on the Commencement Date and ending on the last day of the fifteenth (15 ^th ) Lease Year, unless otherwise earlier terminated or extended as provided in this Lease.

(ai)           " Termination Date ":  The Expiration Date or earlier termination of this Lease, as the same may be extended, as provided in this Lease.

 (aj)           " Untenantable ":  As to any portion of the Leased Premises, such term means that Tenant cannot and does not occupy such portion or conduct its usual business therein as a result of the condition of the Leased Premises or any portion of the Building.

(ak)           " Workletter ":  The Workletter attached hereto as Exhibit B .

2.   LEASE OF LEASED PREMISES .

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the Leased Premises, including all air conditioning, mechanical, electrical, plumbing, life safety, heating and ventilating systems (other than those Building systems that pass through or above the Leased Premises and do not exclusively service the Leased Premises), now or hereafter located within the Leased Premises, and the two (2) escalators from the ground floor of the Building to the second (2 ^nd ) floor portion of the Leased Premises (together, the “Escalators”), and elevator number 18, which is located on the northeast side of the Building and provides access to floors 1, 2, 3, 4, 5 and 7 of the Leased Premises   ("Tenant's Dedicated Elevator"), subject to the covenants, terms, provisions and conditions of this Lease.  The Term of the Lease shall commence on the Commencement Date and terminate on the Termination Date.  The Commencement Date shall be confirmed, along with other matters, by written notice (the "Confirmation") sent by Landlord to Tenant in the form attached hereto as Exhibit J .  Landlord's failure to deliver the Confirmation to Tenant shall not effect the determination of the Commencement Date.  Landlord shall deliver possession of the Leased Premises to Tenant on the Effective Date; provided, however, notwithstanding anything in the immediately preceding phrase to the contrary, Landlord shall not be obligated to deliver the Retail Premises to Tenant prior to the Commencement Date.  In the event that Landlord is unable to deliver the Retail Premises to Tenant on the Commencement Date: (i) Tenant shall not be obligated to pay any Rent with respect to the Retail Premises until the date the Retail Premises is actually delivered by Landlord; (ii) the Expiration Date shall not be affected thereby; and (iii) Landlord shall pay to Tenant the amount of the holdover rent actually received by Landlord for the retail tenant’s holdover in the Retail Premises which exceeds the actual monthly base rent and additional rent payable by the holdover tenant during the last month of the tenant’s lease term, after Landlord deducts any reasonable, out-of-pocket expenses incurred by Landlord in conjunction with such holdover, including, but not limited to, reasonable attorneys’ fees and court costs, if any.

3.   LANDLORD'S WORK; TENANT'S WORK .

3.1   Landlord's Work .  Landlord shall have no obligation to perform any work in the Leased Premises, except with respect to: (a) the Seventh Floor Kitchen Demolition (as defined in Section 33(A) of this Lease), if such demolition is required by Tenant; and (b) the removal of asbestos existing in the Leased Premises as of the Effective Date only to the extent that (i) the plans for Tenant's Work (as defined in Section 3.3 below) or Alterations (as defined in Section 10.1) require the disturbance of any asbestos within the Leased Premises; or (ii) such asbestos in the Leased Premises is required to be removed pursuant to applicable Laws (collectively, "Landlord's Work").  All Landlord's Work, if any, shall be completed by Landlord, at Landlord's sole cost and expense, and not as part of Operating Expenses, prior to the Commencement Date for that portion of the Leased Premises affected thereby.

3.2   Condition of Leased Premises .  Subject to the completion of Landlord's Work (if any), Tenant acknowledges and agrees that it shall take possession of the Leased Premises in an "as-is" condition, with no warranty as to the condition thereof.  Tenant acknowledges that no promise by or on behalf of Landlord, the managing agent of the Property, the leasing agent of the Property or any of their respective agents, partners or employees to alter, remodel, improve, repair, decorate or clean the Leased Premises has been made to or relied upon by Tenant, and that no representation respecting the existing condition of the Leased Premises or the Property by or on behalf of Landlord, any of Landlord's beneficiaries (if Landlord is a land trust), the managing agent of the Property, the leasing agent of the Property or any of their respective agents, partners or employees has been made to or relied upon by Tenant, except to the extent expressly set forth in this Lease, including any Workletter attached hereto.  Tenant shall notify Landlord of any damage to the Leased Premises of which it becomes aware, regardless of the cause of such damage.

3.3   Tenant's Work .  All improvements to the Leased Premises necessary for Tenant's use or occupancy thereof that are not included in Landlord's Work shall be completed by Tenant ("Tenant's Work") in conformity with the requirements set forth in the Workletter, to be defined as all of the hard costs of construction, Landlord supervisory and project management fees, and telephone and computer cabling.  Landlord shall provide Tenant with an allowance for Tenant's Work ("Landlord's Maximum Contribution") in accordance with the terms and conditions of the Workletter attached hereto as Exhibit B .

4.   PAYMENT OF RENT .

Tenant shall pay to Landlord at the office of the Building or to such other person or entity or at such other place as designated by Landlord from time to time in writing, all amounts due Landlord from Tenant hereunder including, without limitation, Monthly Base Rent and Additional Rent.  Rent shall be due and payable as and when provided herein and paid in coin, currency, check or wire transfer which, at the time of payment is legal tender for public or private debts in the United States of America, without demand or billing and without abatement, deduction or setoff of any kind (except as otherwise expressly set forth herein to the contrary), it being the intention of the parties that, to the full extent permitted by law and except as otherwise expressly set forth herein to the contrary, Tenant's covenant to pay Rent shall be independent of all other covenants contained in this Lease, including Tenant's continued occupancy of the Leased Premises.  Tenant's obligation hereunder to pay Rent for the Term shall survive the termination of this Lease, except to the extent Tenant exercises its Termination Option (as hereinafter defined) as set forth in Article 36, or to the extent Tenant exercises an Upper Level Relinquishment Option (as hereinafter defined) as set forth in Article 37, in which event Tenant's obligations to pay Rent shall be limited as set forth in Articles 36 and/or 37, as applicable.

5.   MONTHLY BASE RENT .

Commencing on the Commencement Date, Tenant shall pay Annual Base Rent in monthly installments (herein called "Monthly Base Rent") and each installment shall be one-twelfth (1/12) of the Annual Base Rent payable for the applicable Lease Year (with the initial payment due on the Commencement Date including a partial month payment and payment for the first (1 ^st ) full month if the Commencement Date is other than the first (1 ^st ) day of a month).  Monthly Base Rent shall be payable in advance commencing on the Commencement Date and on the first (1 ^st ) day of each calendar month during the Term prorated on an equal per diem basis for partial months.  Tenant shall not commence construction in the Leased Premises until Landlord has approved Tenant's architectural and engineering plans and specifications in accordance with the Workletter attached hereto as Exhibit B.   Notwithstanding anything contained herein to the contrary and provided no Default exists hereunder, if Tenant elects to occupy and start conducting business in all or any portion of the Fourth Floor Premises or Upper Level Premises after the Effective Date and prior to the Commencement Date (the "Early Occupancy Period"), Tenant shall be obligated to pay Annual Base Rent for that portion of the Leased Premises from the date Tenant begins conducting business up to the Commencement Date in the amount of Five and 00/100 Dollars ($5.00) per Rentable Square Foot ("Early Annual Base Rent"); provided, however, (a) in no event shall Tenant occupy the Retail Premises prior to the Commencement Date; (b) if Tenant occupies and begins conducting business in only a portion of the Fourth Floor Premises, Tenant shall pay Early Annual Base Rent for the entire Fourth Floor Premises; and (c) if Tenant occupies and begins conducting business in only a portion of the Upper Level Premises, Tenant shall pay Early Annual Base Rent for the entire floor which Tenant occupies and from which Tenant conducts business, even if Tenant occupies and conducts business in only a portion of that floor.  Throughout the Early Occupancy Period, Tenant shall comply with all of the terms and conditions set forth in this Lease (except for Tenant's obligation to pay Annual Base Rent and Additional Rent), including but not limited to Tenant's obligation to maintain insurance of the types and amounts set forth in Article 12 of this Lease.

6.   ADDITIONAL RENT .

6.1   Additional Rent .  In addition to paying Monthly Base Rent, commencing on the first (1 ^st ) Adjustment Date, Tenant shall pay as "Additional Rent" (a) the amounts determined pursuant to Sections 6.3 and 6.4 hereunder and (b) all other amounts due from Tenant to Landlord under this Lease.  Additional Rent shall be payable in the same manner, time and place as Monthly Base Rent and without demand or billing and without any abatement, set-off or deduction whatsoever, except as otherwise expressly permitted herein.  Without limitation on other obligations of Tenant which shall survive the expiration of the Term, the obligations of Tenant to pay (and Landlord's obligation to refund any overpayment of) the Additional Rent provided for in this Article 6 shall survive the expiration of the Term, except to the extent Tenant exercises its Termination Option as set forth in Article 36, in which event Tenant's obligations to pay Rent shall be limited as set forth in Article 36.

6.2   Operating Expense Adjustments .  If less than ninety-five percent (95%) of the Building's Rentable Square Feet shall have been occupied by tenants at any time during the Base Year or any Adjustment Year, as the case may be, then Landlord shall make an appropriate adjustment of Operating Expenses for such Base Year or Adjustment Year, as applicable, employing sound accounting and management principles, to determine the Operating Expenses that would have been paid or incurred by Landlord had the Building been ninety-five percent (95%) rented and occupied for the entire Base Year or Adjustment Year, as the case may be, and the amount determined shall be deemed to have been the Operating Expenses for such Base Year or Adjustment Year.  If Landlord is not furnishing any particular work or service (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has, with the prior written consent of Landlord, undertaken to perform such work or service in lieu of the performance thereof by Landlord for all or any portion of a Base Year or Adjustment Year, Operating Expenses for such Base Year or Adjustment Year, as applicable, shall be deemed to be increased by an amount equal to the additional Operating Expenses which reasonably would have been incurred during such Base Year or Adjustment Year by Landlord if it had, at its own expense, furnished such work or service to such tenant.  Notwithstanding anything contained herein to the contrary, the provisions of this Section with respect to adjustment of Operating Expenses for vacancy or as a result of the performance by tenants of certain services shall apply only to Operating Expenses which are variable and which increase as occupancy in the Building increases and shall not apply to any Operating Expenses which do not vary with the amount of occupancy in the Building.

6.3   Expense Adjustment .   The Upper Level Premises Expense Adjustment Amount (as defined below) and the Retail Premises Expense Adjustment Amount (as defined below) shall be together referred to herein as the "Expense Adjustment Amount".

6.4   Tax Adjustment .  The Upper Level Premises Tax Adjustment Amount (as defined below) and the Retail Premises Tax Adjustment Amount (as defined below) shall be together referred to herein as the "Tax Adjustment Amount".

6.5   Delay in Computing Additional Rent .  Delay in computing any item of Additional Rent shall neither be deemed a default by Landlord or a waiver of the right to collect the item of Additional Rent in question.  Notwithstanding anything to the contrary in this Lease, Tenant shall make monthly payments on account of each item of Additional Rent, the amount of which is to be estimated by Landlord based on Landlord's most recent estimate thereof, until Landlord notifies Tenant in writing of a revision to such estimate.

6.6   Review of Books and Records .  Tenant shall have the right, during Landlord's normal business hours, within one hundred and twenty (120) days following the furnishing by Landlord of any statement of actual Operating Expenses and Taxes for any Adjustment Year, and upon reasonable prior written notice to Landlord, to inspect that portion of Landlord's books and records showing Operating Expenses and Taxes; provided that such inspection is conducted by an accounting firm which: (i) is nationally or regionally recognized and (ii) does not operate a contingency basis.  Unless Tenant shall, by notice to Landlord within such one hundred and twenty (120) day period, take exception to any item in such statement, the statement shall be conclusively binding and shall not be contestable by Tenant or Landlord.  If Tenant shall desire to contest any item, Tenant shall so notify Landlord within the aforesaid one hundred and twenty (120) day period and shall specify in detail the item or items being contested and the specific grounds therefor.  Tenant shall have a one (1) time right during the first two (2) Adjustment Years, during Landlord's normal business hours and upon reasonable prior written notice to Landlord, to inspect that portion of Landlord's books and records pertaining to Operating Expenses and Taxes for the Base Year.  Any party deemed owing such Operating Expenses and/or Taxes to the other party due to overpayment or underpayment thereof, as the case may be, shall remit such overpayment to the other party within thirty (30) days after such accounting firm makes its written determination; provided, however, that if Landlord objects to any items in the written determination submitted by the accounting firm, and Landlord and Tenant are unable to reach agreement with respect to such items, Landlord and Tenant may submit the matter for prompt determination by an independent certified public accountant having no ongoing relationship with either party ("Expert"), mutually acceptable to Landlord and Tenant, who shall be deemed to be acting as an expert and not as an arbitrator, and if Landlord and Tenant shall fail to agree on an Expert within fifteen (15) days after Landlord rejects the determination by Tenant's accounting firm, Landlord and Tenant shall submit the matter to the president of the local chapter of CORENET who shall select an Expert (who shall have not less than ten (10) years experience in reviewing operating cost allocations in real estate).  The costs of the Expert's investigation and determination shall be borne equally by Landlord and Tenant.  Landlord and Tenant shall each submit such party's determination of the actual Operating Expenses and/or Taxes in writing to the Expert, and the Expert must choose either Landlord's determination or Tenant's determination of such costs.  The written determination of the actual Operating Expenses and/or Taxes, as the case may be, executed by such Expert shall final and binding on Landlord and Tenant.  Furthermore, in the event Landlord overcharged Tenant for Operating Expenses and/or Taxes by more than five percent (5%) of the actual amount payable by Tenant, Landlord shall reimburse Tenant for its actual, out-of-pocket, unrelated third-party costs relating to such audit.  Unless Tenant shall, by notice to Landlord within said two (2) year period, take exception to any item relating to the Base Year, the Operating Expenses and Taxes for the Base Year shall be conclusively binding upon and shall not be contestable by Tenant, or solely as to Operating Expenses, by Landlord.  Notwithstanding anything to the contrary contained in the immediately preceding sentence, if Landlord reduces the Base Year for Taxes at any time during the Term of this Lease, Tenant shall have the right, within three hundred and sixty-five (365) days after Tenant's receipt of the new reduced Base Year for Taxes, to audit such Base Year for Taxes and the Taxes for any Adjustment Years prior to the year in which Landlord reduces the Base Year for Taxes.  If Tenant does not conduct any audit within such three hundred and sixty-five (365) day period, Tenant shall be deemed to have waived Tenant's right to audit the Base Year for Taxes and the Taxes for such Adjustment Years.  Tenant's giving of notice shall not relieve Tenant of the obligation to pay any deficiency in any such statement within ten (10) days after receipt of such statement, as set forth in Sections 6.3 and 6.4.  All information received and/or reviewed by Tenant or any outside firm retained by Tenant to conduct such review is confidential information of Landlord and will not be disclosed by Tenant (or its agents or auditors) to any third parties, including other tenants in the Building, and Tenant shall require its agents, attorneys and accountants to enter into a confidentiality agreement with Landlord agreeing to the aforesaid confidentiality requirements.  Notwithstanding anything to the contrary contained herein, Tenant may disclose confidential information as required by deposition, interrogatory, request for documents, subpoena or similar legal process or as otherwise required to pursue or defend against any claims or legal proceedings.  Any breach by Tenant of such confidentiality requirements shall constitute a Default by Tenant under this Lease and shall immediately afford Landlord all rights and remedies described in Section 24.1 hereof.

6.7   Controllable Operating Expense Cap .  Notwithstanding anything to the contrary contained in this Article 6, for purposes of calculating Tenant's Proportionate Share of Operating Expenses, expressly excluding Uncontrollable Costs (as hereinafter defined), increases in Operating Expenses in any Adjustment Year compared to the immediately preceding Adjustment Year during the Term shall be subject to a five and one-half percent (5.5%) compounding cap (the "Expense Cap"), an example of which is shown on Exhibit L .  The foregoing provision of this Section notwithstanding, (i) union wages for parties providing housekeeping, engineering and security services to the Building, (ii) the costs of all casualty, liability and other insurance applicable to the Property and Landlord's personal property used in connection with the Property, and (iii) utility expenses for the Common Areas (collectively the "Uncontrollable Costs") shall not be subject to any limitation or cap, and accordingly, the total dollar increase in Operating Expenses, and Tenant's Proportionate Share of Operating Expenses payable pursuant to this Section, for any and each Adjustment Year during the Term shall be calculated without any limitation or cap on Uncontrollable Costs.

7.   USE OF LEASED PREMISES .

7.1   Use of Leased Premises .  Tenant shall use and occupy the Leased Premises only as indicated as Tenant's Use in Article 1.

7.2   Parking .

(A)           Landlord shall enter into agreements or otherwise insure that, throughout the Term, the operator of the 183 Monroe Garage, located adjacent to the Building, shall make available to Tenant and its employees, at Tenant's sole cost, not less than twenty (20) reserved parking spaces at Market Cost (as hereinafter defined), subject to the rules and regulations established from time to time for the 183 Monroe Garage.  Notwithstanding anything contained in this Section 7.2 to the contrary, Tenant acknowledges and agrees that the owner of the 183 Monroe Garage may demolish the 183 Monroe Garage and/or sell the 183 Monroe Garage at any time during the Term of this Lease.  If the owner of the 183 Monroe Garage (i) demolishes the 183 Monroe Garage and (a) builds another public parking garage or (b) builds an office or apartment building with a parking garage component, or (ii) sells the 183 Monroe Garage to a developer that (x) builds a public parking garage, (y) builds an office or apartment building with a parking garage component in which parking spaces are made available to the general public for lease, or (z) otherwise agrees to reserve twenty (20) parking spaces in the new building for the benefit of Landlord and/or Tenant (collectively, the "New 183 Monroe Garage"), Landlord shall enter into an arrangement with such owner or otherwise insure that Tenant is afforded not less than twenty (20) spaces in such new garage as soon as such parking spaces become available.  If at any time during the Term of this Lease, the 183 Monroe Garage is demolished and Landlord is unable to secure parking spaces there, subject to the immediately preceding sentence, Landlord shall enter into agreements or otherwise insure that Tenant is afforded not less than twenty (20) reserved parking spaces in a public parking garage located within the area bounded by LaSalle Street to the East, the mid-block between Madison and Washington Streets to the North, Franklin Street to the West and the mid-block between Adams Street and Jackson Boulevard to the South ("Substitute Garage"), as depicted on Exhibit M .   If the costs of the twenty (20) parking spaces in the Substitute Garage ("New Parking Cost") exceed the cost of the spaces in the 183 Monroe Garage, subject to market rate adjustments over time (“Market Cost”), Landlord will be responsible to pay the difference between the New Parking Cost and the Market Cost.   If at any time during the Term of the Lease, Tenant's parking spaces have been relocated to the Substitute Garage and the New 183 Monroe Garage has parking spaces available for Tenant's use, subject to the terms and conditions set forth in this Section 7.2(A), Landlord shall enter into agreements or otherwise insure that Tenant is afforded twenty (20) reserved parking spaces therein at Market Cost.

(B)           Tenant acknowledges and agrees that Landlord shall not have any obligation to monitor or enforce Tenant’s parking licenses or privileges in the 183 Monroe Garage or the Substitute Garage, as the case may be.  Except for the negligence or willful misconduct of Landlord, neither Landlord nor its operators, agents, licensees or employees shall be liable for: (i) any loss or damage to any vehicle parked or other personal property located upon or within such reserved parking spaces or any common areas of the 183 Monroe Garage or Substitute Garage, as the case may be, whether caused by fire, theft, explosion, strikes, riots or any other cause whatsoever; or (ii) injury to or death of any person in, about or around such reserved parking spaces or any parking areas or any vehicles parking therein or in proximity thereto whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever and Tenant hereby waives any claim for or in respect to the above.  Tenant acknowledges and agrees that Landlord shall in no event be liable to Tenant with respect to claims or actions arising in connection with any loss, damage, injury or death as described in the immediately preceding sentence with respect to the parking spaces.  Except pursuant to an assignment of this Lease to an Affiliate, Tenant shall not assign any of its rights under this Section 7.2 and any attempted assignment shall automatically and without any further action by the parties hereto be null and void and of no force or effect.

(C)           If, at any time during the Term, Tenant fails to pay any installment of Rent due under this Lease and such failure continues for more than thirty (30) days after the date such payment was due, Tenant shall automatically lose the parking privileges granted under this Section 7.2 and Landlord shall have no further obligations to Tenant with respect to parking.  Moreover, if, more than three (3) times in any consecutive twelve (12) month period, Tenant fails to timely pay the rental charge for any of the twenty (20) reserved parking spaces granted herein, and such failure continues for more than thirty (30) days after Tenant receives notice that such payment is overdue, (1) Landlord shall have the right to cancel or cause to be cancelled the contract or agreement related to Tenant's reserved parking spaces with the operator of the 183 Monroe Garage or Substitute Garage, as the case may be, with respect to the number of reserved spaces for which such rent payment is delinquent (“Relinquished Parking Spaces”); and (2) in the event the 183 Monroe Garage is no longer owned by an affiliate of Landlord or operated as a parking garage, Landlord’s obligation to secure twenty (20) parking spaces in the Substitute Garage shall be reduced by the number of Relinquished Parking Spaces.  Notwithstanding anything to the contrary contained in this Section 7.2, in the event of Tenant's default with respect to the payment of fees for the 183 Monroe Garage or the Substitute Garage, as the case may be, and/or in the event of a violation of any rule or regulation imposed by the 183 Monroe Garage or the Substitute Garage, as the case may be, by Tenant or Tenant's agents, officers, directors, invitees, employees, or the like, such violation or default shall not be a Default, but shall entitle Landlord to take action against any individual in the event of any individual violation, and Tenant agrees to reasonably cooperate with Landlord in Landlord’s pursuit of such action.  Landlord acknowledges and agrees that Landlord shall not transfer its interest in the Building or this Lease with the intent of avoiding compliance with its obligations under this Section 7.2.

7.3   Compliance with Requirements .  Tenant shall comply with all applicable Laws now or hereafter in force and with all applicable insurance underwriters' regulations (collectively, the "Requirements" and each, a "Requirement"), respecting all matters of occupancy, condition or maintenance of the Leased Premises, whether any of the foregoing shall be directed to Tenant or Landlord or any beneficiary of Landlord (if Landlord is a land trust), and whether imposed on the owner or occupant of the Leased Premises.  Notwithstanding anything contained herein to the contrary, in no event shall Tenant be responsible for undertaking any alterations, improvements or construction in the Leased Premises, or paying the costs thereof, to bring the Leased Premises in compliance with any Requirement unless: (a) compliance with such Requirement is necessary as a direct result of Tenant's specific use of the Leased Premises (as opposed to a Requirement that pertains broadly to general office use, or general retail use with respect to the Retail Premises only), in which event Tenant shall be solely responsible for bringing the Leased Premises into compliance with such Requirement and all costs and expenses associated therewith; (b) compliance with such Requirement is necessary as a direct result of Tenant's specific tenancy of the Leased Premises (i.e. the Requirement only pertains to tenants who occupy more than 100,000 square feet in an office building), in which event Landlord shall complete any alteration, improvement or construction in the Leased Premises to bring the Leased Premises into compliance with such Requirement, and Tenant shall be responsible for Tenant's proportionate share of such costs (i.e. if Landlord performs such work on behalf of three similarly-situated tenants in the Building, Tenant shall be responsible for the cost of the work directly attributable to Tenant's Leased Premises); (c) if such Requirement pertains broadly to general office use or general retail use, Landlord shall be responsible for completing such alterations, improvements or construction, the costs of which shall be treated as part of Operating Expenses and Tenant shall be responsible for Tenant's Upper Level Premises Proportionate Share or Retail Premises Proportionate Share, as the case may be, thereof; (d) if such Requirement pertains to the ADA (as hereinafter defined), the obligations of Landlord and Tenant with respect thereto shall be governed by the terms and conditions set forth in Article 31 of this Lease, or (e) if, as a direct result of Tenant's Work or Tenant's subsequent build-out of any premises added to the Leased Premises, the Leased Premises does not comply with any Requirement that was in effect at the time Tenant undertook such Tenant's Work or subsequent build-out, Tenant shall be solely responsible for bringing the Leased Premises into compliance with such Requirement and all costs and expenses associated therewith.  Tenant shall not make or permit any use of the Leased Premises or the Building, or do or permit to be done anything in or upon the Leased Premises or the Building, or bring or keep anything in the Leased Premises or the Building, which directly or indirectly is forbidden by any of the foregoing or which may be dangerous to persons or property, or which may invalidate or increase the rate of insurance on the Building, its appurtenances, contents or operations, or which may cause a default under any Mortgage or Ground Lease provided that Tenant receives notice that said activity is or may be a default under said Mortgage or Ground Lease, and fails to cease same within ten (10) days after receipt of such notice.  Tenant shall procure and maintain all licenses and permits legally necessary for the operation of Tenant's business and allow Landlord to inspect them upon at least twenty-four (24) hours prior verbal or written request, and, at Tenant's option, accompanied by a representative of Tenant.  Tenant shall not be responsible for Hazardous Materials (as hereinafter defined) which exist in the Leased Premises or the Building prior to the Effective Date of this Lease.

8.   SERVICES .

8.1   General Description of Services .  Landlord shall furnish the following services (the cost of which may be included in Operating Expenses) in accordance with other similarly situated buildings in the Pertinent Market:

(A)   Air conditioning and heat when necessary in Landlord's reasonable judgment (subject, however, to the specifications below) to provide for comfortable occupancy of the Leased Premises under normal business operations, Monday through Friday from 8:00 A.M. to 6:00 P.M. and Saturdays from 8:00 A.M. to 1:00 P.M., Sundays and Holidays (as defined in Section 8.4) excepted ("Business Hours").  Levels of heating and air conditioning are subject to adjustments pursuant to compliance by Landlord with Laws and guidelines relating to energy use, which guidelines do not affect the heating and cooling specifications and hours set forth below (without Tenant’s prior written consent).  Heating and cooling design standards for the Leased Premises and office space in the Building are: (i) during the heating season maintain inside temperatures of not less than 70 degrees F. with outdoor temperatures ranging down to 0 degrees F. and (ii) during the cooling season maintain inside space conditions of not more than 78 to 76 degrees F. dry bulb and 50% relative humidity when outside conditions are 92 degrees F. dry bulb and 75 degrees F. wet bulb.  The foregoing design standards are applicable to the hours and the days that heating and cooling is to be provided by Landlord and based upon a building standard drop ceiling plan, an occupancy density of not more than one person per one hundred usable square feet of floor area and a maximum electrical lighting and equipment load of 6.0 watts per usable square foot of floor area in any area within the Leased Premises.  Upon reasonable prior request by Tenant, Landlord shall provide air conditioning in the Leased Premises after Business Hours, the cost of which shall be charged to Tenant as Additional Rent.  Landlord's current charge for air conditioning after Business Hours is Thirty-Seven and 50/100 Dollars ($37.50) per hour, which cost is subject to reasonable increases over the Term.

(B)   (i) Domestic water in common with other tenants for drinking, building standard lavatory and toilet purposes but not for additional lavatories, kitchens and other above Building-standard uses unless Tenant bears the cost of such additional service, including point of service heaters and metering drawn through fixtures installed by Landlord within the core of the Building, and (ii) heated water in common with other tenants for lavatory purposes from the same regular Building supply and fixtures, including: (a) all sinks in restrooms located within the second and third floors of the Leased Premises as of the Effective Date and (b) any sink in any restroom located within the Leased Premises as of the Effective Date which restroom individually contains no less than two (2) toilet stalls.  In the event that the Leased Premises contain its own lavatory, kitchen or other uses which exceed "Building standards," Landlord may elect to submeter all or any portion of the Leased Premises for water usage, at Tenant's sole cost and expense, and thereafter Tenant shall pay the utility company or Landlord directly for such submetered water and the same shall not be deemed an Operating Expense.

(C)   Janitor and cleaning service in and about the Leased Premises and common areas of the Building in accordance with the terms and conditions set forth in Exhibit C attached hereto.  If Tenant elects to retain its own union cleaning and maintenance personnel in and about the Leased Premises, (i) Tenant’s union cleaning and maintenance personnel shall, at a minimum, clean and maintain the Leased Premises in accordance with the standards and criteria set forth in Exhibit C (excluding those items which require cleaning that are located outside of the Leased Premises for which Landlord shall be responsible), and (ii) except as otherwise set forth in subsection (i), Tenant shall be responsible for all costs and expenses associated therewith and the costs of janitor and cleaning service for the Leased Premises shall not be included in Operating Expenses.

(D)   Adequate passenger elevator service (i.e. at least six (6) elevators in the Leased Premises elevator bank at all times during Business Hours and at least two (2) elevators in the Leased Premises elevator bank during non-Business Hours, except in the event of any required maintenance, repairs or emergencies) without an operator at all times in common with Landlord and other persons.  Service for Tenant's Dedicated Elevator at all times, without an operator, except in the event of any required maintenance, repairs or emergencies.

(E)   Freight elevator service in common with Landlord and other persons, Monday through Friday from 8:00 A.M. to 4:30 P.M., Saturdays, Sundays and Holidays excepted; provided, however, upon request by Tenant and subject to availability, Landlord shall provide freight elevator service at no charge to Tenant on Saturdays, Sundays and any other times requested by Tenant for Tenant's initial move into the Leased Premises

(F)   Sidewalk maintenance and snow removal around the Building, as and when and to the extent Landlord shall deem reasonably necessary, and consistent with other similarly situated buildings in the Pertinent Market.

(G)   Electricity .  Tenant shall, at Tenant's sole cost and expense, make all necessary arrangements with the electric utility company for separate metering and paying Landlord directly, at rates competitive with then-existing utility company charges, for electric current furnished to the Leased Premises and Tenant's Dedicated Elevator (which Landlord represents is currently separately metered).  Tenant shall not install in the Leased Premises any equipment which requires a substantial amount of electrical current and Tenant shall ascertain from Landlord the maximum amount of load or demand for or use of electrical current which can be accommodated or permitted in the Leased Premises, taking into account the capacity of the electric feeders, risers, conduits, wiring and other facilities and equipment, the Building and Leased Premises and the needs of other tenants (both present and future) of the Building, and shall not in any event connect a greater load than such safe capacity.  Landlord covenants and agrees that, throughout the Term, Landlord shall provide at least an average of 6 watts per square foot demand load per floor of electricity to the Leased Premises (unless Landlord's failure to provide such electricity is the result of Force Majeure).  If Tenant's requirements for electrical services exceed an average of 6 watts per square foot demand load per floor of electricity to the Leased Premises and necessitate modifications of the electric service supply system in and to the Leased Premises or the Building, Tenant shall be responsible for paying for the cost of all such modifications and increased maintenance therefrom. Except for Tenant's Work and subject to Articles 10 and 40 of this Lease, Tenant shall make no alterations or additions to the electric equipment or systems in (i) the Leased Premises, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, or (ii) the Building, without the prior written consent of Landlord in each instance, which consent may be withheld by Landlord in Landlord's sole and absolute discretion.

8.2   Communications .  Telephone and communication services shall not be furnished by Landlord.  Landlord shall have exclusive access to the Building telephone riser cable and all other telephone or communications cables or wiring, junction boxes, wire conduits and associated facilities and equipment serving the Leased Premises and other premises in the Building, to the point of connection to Tenant's communications equipment ("Building Wiring") and all telephone and communications closets in the Building.  Landlord covenants to keep the Building Wiring in good condition and repair.  Landlord shall have the right to enter into a maintenance and management contract with an independent contractor selected by Landlord for such maintenance and management of Building Wiring as Landlord shall from time to time reasonably deem appropriate.  Landlord shall permit Tenant and Tenant's permitted assignees and subtenants to receive (but not to resell) such telephone and communications service direct from any telecommunications service provider serving the area at Tenant's cost, and shall permit Landlord's Building Wiring, to the extent available, to be used for such purposes, on the terms and conditions herein or prescribed by Landlord.  Landlord may require Tenant or its telecommunications service provider to contract directly for such access to the Building Wiring with a company which may be managing use of the Building Wiring, so long as the cost for same is competitive in the market.  Tenant shall make all necessary arrangements with the telecommunications service provider for paying for the telephone and communications service furnished by it to Tenant, and Tenant shall pay for all charges for such service and Building Wiring access.  At Landlord's option, all expenses of maintenance and management of Building Wiring incurred by Landlord which is attributable to Tenant's telephone and other communications service or otherwise attributable to Tenant in the Building (expressly excluding the Building Wiring in the Leased Premises, if any), together with a reasonable fee to Landlord at rates fixed from time to time by Landlord, shall be borne by Tenant and shall be billed to Tenant as a charge for services under Section 8.4 of this Lease, or such expenses may be included in Operating Expenses.  No interruption or diminution of telephone or other communications service shall be deemed an eviction or disturbance of Tenant's use and possession of the Leased Premises or any part thereof, or render Landlord liable to Tenant for damages, by abatement of Rent or otherwise (except as otherwise expressly set forth in this Article 8), or relieve Tenant from performing Tenant's obligations under this Lease.  Except to the extent that the same is caused by the negligence or intentional misconduct of Landlord or Landlord's agents, employees, contractors, directors, officers, members, shareholders, partners or the like (collectively, the "Landlord Parties" and each, a "Landlord Party"), Tenant hereby releases Landlord and its agents, servants and employees from and waives all claims and liability, including all liability for damages, whether actual, consequential, incidental or otherwise, arising from or out of management, maintenance, repair, replacement or damage to, or the failure to manage, maintain, repair or replace, the Building Wiring, or from or out of any intentional or negligent act or omission of any tenant or occupant of the Building or any other person with respect to Building Wiring.  Neither Tenant nor Tenant's telecommunications service provider (or their respective agents, employees, licensees or contractors) shall make any alterations, additions or repairs to the Building Wiring.  Tenant shall be liable, up to the amount of Landlord’s insurance deductible, if any, for any damage done to the Building Wiring or other Building systems, equipment or fixtures as a result of Tenant (or Tenant's telecommunications service provider or their respective agents, employees, licensees or contractors) alteration, addition, maintenance or repair of Tenant's telephone or communications system and Landlord may, at its option, repair such damage and Tenant shall upon demand by Landlord reimburse Landlord for all costs of such repair and damages up to the amount of such deductible as aforesaid.

8.3   Extra or Additional Services .  If, at Tenant's request, Landlord shall provide services which are extra or in addition to those services described in Section 8.1, Tenant shall pay for any such extra or additional services so provided by Landlord at Landlord's established rates therefor from time to time or if there are no established rates, then at reasonable rates as otherwise agreed by Landlord and Tenant.  All charges for any such extra or additional services so provided by Landlord shall be deemed to be Additional Rent hereunder and shall be due and payable within thirty (30) days after Tenant receives Landlord's bill therefor, or in installments as may be designated by Landlord to Tenant in writing.  If Tenant fails to pay when due Landlord's proper charges for any such extra or additional services, Landlord shall have the right, in addition to all other rights and remedies available to Landlord, to discontinue furnishing any such extra or additional services for which Tenant has failed to pay.  If Landlord discontinues any such extra or additional services as provided in this Section 8.3, no such discontinuance shall be deemed an eviction or disturbance of Tenant's use of the Leased Premises or render Landlord liable for damages or relieve Tenant from performance of Tenant's obligations under this lease.

8.4   Holidays .  For purposes of this Article 8, "Holidays" means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and any other day recognized as a holiday by service unions representing workers providing services to the Building or customarily designated as a holiday by landlords operating first-class office buildings in downtown Chicago, Illinois.

8.5   Interruption of Services .  Tenant agrees that neither Landlord, nor any of Landlord's beneficiaries (if Landlord is a land trust), nor the managing agent of the Property nor any of their respective agents, partners or employees shall be liable for damage or injury to person, property or business or for loss or interruption of business, or for any other matter, in the event there is any failure, delay, interruption or diminution in furnishing any service, and no such failure, delay, interruption or diminution shall be deemed to constitute an eviction or disturbance of Tenant's use or possession of the Leased Premises, in whole or in part, actual or constructive, entitle Tenant to any claim for set-off, abatement or reduction of Rent, render Landlord liable for damages, or relieve Tenant from the performance of or affect any of Tenant's obligations under this Lease.  Notwithstanding anything to the contrary contained herein, in the event Landlord fails to furnish heating, air-conditioning, electricity, water, elevator service or housekeeping (each, a “Major Service”) to the Leased Premises as required under this Lease, and such failure: (i) continues for more than three (3) consecutive business days or more than a total of twelve (12) days in any calendar year; and (ii) is not caused solely and directly by an act of Tenant or any of Tenant’s agents, employees, contractors, directors, officers, members, shareholders and partners (collectively, the “Tenant Parties, and each, a “Tenant Party”); and (iii) is not caused by condemnation, fire or other casualty; and (iv) is not the result of Force Majeure, Tenant shall be entitled to receive an abatement of Rent only with respect to that portion of the Leased Premises so affected, beginning on the fourth (4 ^th ) business day or thirteenth (13 ^th ) day, as the case may be, of such failure to the day immediately preceding the day on which the Major Service has been restored.

8.6   Tenant's Cooperation .  Tenant agrees to use commercially reasonable efforts to cooperate fully with Landlord, at all times, in abiding by all regulations and requirements set forth in Exhibit D attached hereto, as they may be promulgated, or reasonably supplemented, modified and revised by Landlord from time to time, as in Landlord's reasonable judgment may be necessary or desirable for the safety, care, maintenance and cleanliness of the Building and the Leased Premises or for the preservation of good order therein.  Landlord and its contractors shall have free access, upon providing at least twenty-four (24) hours prior written or verbal notice to Tenant, and, at Tenant's option, accompanied by a representative of Tenant (except in the case of an emergency), to any and all mechanical, electrical, communications, plumbing or structural installations and all risers in the Leased Premises, and Tenant agrees that there shall be no construction of partitions or other obstructions which might unreasonably interfere with the moving of the servicing equipment of Landlord to or from the enclosures containing said installations.  Tenant further agrees that neither Tenant nor its employees, agents, licensees or contractors shall at any time tamper with, adjust or otherwise in any manner affect Landlord's mechanical, electrical, communications, plumbing or structural installations or risers in the Leased Premises or the Property or enter any riser closets.

8.7   Excessive Use of Building Systems .  Tenant's use or occupation of the Leased Premises shall not in any manner (i) cause the design loads for the Building or the systems providing exhaust, heating, cooling, ventilation, electrical, life safety, water or sewer services to the Building to be exceeded (which design loads are: (A) with respect to floor loads, ninety (90) pounds per square foot, including twenty (20) pound partitioned load and (B) with respect to electric loads, 6 watts per square foot of demand load) or (ii) materially adversely affect the Building or the operation of said systems in the Leased Premises or the Building or cause unusual deterioration or damage to the Building or to such systems.  Landlord shall use commercially reasonable efforts to notify Tenant, during Landlord's review of plans for any alterations or Tenant's Work, of any items in the plans which would foreseeably result in the design loads for the Building or the systems therein to be exceeded.  If Landlord determines that Tenant's use or occupancy of the Leased Premises will, in Landlord's reasonable judgment, cause the design loads for the Building or the systems providing exhaust, heating, cooling, ventilation, electrical, life safety, water or sewer services to the Building to be exceeded or will adversely effect the Building or the operation of said systems in the Leased Premises or the Building or cause unusual deterioration or damages to the Building or to such systems, then Landlord shall deliver written notice thereof to Tenant and Tenant, at Tenant's sole option, subject to the provisions of Article 10, shall: (i) discontinue such excessive use; (ii) upgrade the system so affected to the satisfaction of Landlord at Tenant's sole cost and expense, including any costs for preparation of working drawings and specifications, Landlord's reasonable, out-of-pocket expenses associated therewith and over-time pay for Building engineering staff; or (iii) provide, install and maintain a supplementary device approved by Landlord at Tenant's sole cost and expense, including any costs for preparation of working drawings and specifications, Landlord's reasonable, out-of-pocket expenses associated therewith and over-time pay for Building engineering staff.  In the event of an emergency, Landlord may, but it shall not be required to, without notice to Tenant, correct, repair and restore the portion of the Building so affected.  Any actual and reasonable, out-of-pocket expense to Landlord, including but not limited to any costs for preparation of working drawings and specifications, Landlord's reasonable, out-of-pocket expenses associated therewith and over-time pay for Building engineering staff, resulting from the operation, repair, maintenance and removal of any such supplementary structural support, exhaust, heating, cooling, ventilation, electrical, life safety, water or sewer systems, including rent for space occupied by any such supplementary structural support, exhaust, heating, cooling, ventilation, electrical, life safety, water or sewer systems installed outside the Leased Premises shall be borne exclusively by Tenant and shall be paid by Tenant to Landlord as Additional Rent within thirty (30) days after Tenant's receipt of an invoice therefor.

8.8   Security .  Tenant acknowledges and agrees that Landlord shall only be required under this Lease to provide security measures with respect to the Building that are customary from time to time in office buildings in downtown Chicago, Illinois.  Any special or extra security devices or measures required or related to Tenant's Use of the Leased Premises shall be the sole responsibility and cost of Tenant and Landlord shall have no responsibility or liability therefor and shall not be required to take (or incur the cost of) any special or extra security measures with respect to the Building because of the nature of Tenant's Use of the Leased Premises.  In any event, the installation by Tenant of any measures or devices shall be done in accordance with the provisions of this Lease, including, without limitation, Article 10.  As of the Effective Date, the following security measures are in place in the Building, which security measures are subject to change in Landlord's discretion: (i) security staff is stationed in the lobby of the Building on the first floor twenty-four (24) hours per day, seven (7) days per week; (ii) tenants of the Building and tenants' employees and invited guests have access to the Building on weekdays between the hours of 7:00 A.M. and 6:00 P.M.; and (iii) after 6:00 P.M. and prior to 7:00 A.M. on weekdays and at all times on weekends, tenants and tenants' authorized employees may gain access to their premises in the Building by entering at the Monroe Street entrance and scanning their security access card at the security desk.  Landlord shall use commercially reasonable efforts to provide a security guard at the LaSalle Street entrance from 7:00 A.M. until 9:00 A.M. on weekdays at no additional cost to Tenant (except as otherwise provided in item (i) below); provided, however, that if providing such security guard results in an increase in costs to Landlord, Tenant shall have the option to: (i) reimburse Landlord for the incremental increase in costs, or (ii) waive its right to obligate Landlord to provide such additional security service.

8.9            Satellite/Communications System .  Upon the execution and delivery of this Lease by Landlord and Tenant, Tenant shall have the right to operate a satellite/communications system on Tenant's pro rata share of space on the roof of the Building, in an area designated by Landlord in accordance with all of the restrictions, covenants and conditions set forth in Exhibit F attached hereto and made a part hereof.

9.   REPAIRS AND MAINTENANCE .

9.1   Tenant's Repairs and Maintenance Generally .  Except as otherwise expressly provided in Section 9.3 or elsewhere in this Lease, Tenant shall, at Tenant's sole cost and expense, maintain and keep the entirety of the Leased Premises in good order, repair and condition at all times during the Term.  Tenant shall promptly and adequately repair any and all damage to the Leased Premises and replace or repair all damaged or broken fixtures and appurtenances within a reasonable period of time.  In addition, Tenant shall, except as otherwise expressly set forth in Section 9.3, at Tenant's expense, make all repairs, replacements, alterations, installations, modifications, retrofitting, rehabilitation and additions to the Leased Premises as may be required by any Laws and shall at all times keep the Leased Premises in compliance with such.  If Tenant does not do so, Landlord may, but need not, on or after ten (10) days advance notice to Tenant (except in the case of an emergency, in which event reasonable simultaneous verbal notice shall be given to Tenant), make any repairs, replacements, alterations, installations, modifications, retrofitting, rehabilitation and additions which Tenant is obligated to make and Tenant shall pay Landlord the reasonable, out-of-pocket cost to Landlord thereof, within thirty (30) days after being billed for same.  Landlord may also make repairs, replacements, installations, alterations, modifications, retrofitting, rehabilitation and additions to or in the Leased Premises and in any portion of the Building as Landlord shall reasonably deem necessary, or as Landlord may be required to do by governmental authority or court order or decree and the costs of same shall be deemed Operating Expenses unless specifically set forth in this Lease to the contrary.  Except as otherwise expressly set forth in this Lease, no such entry or repairs by Landlord shall be deemed or construed to be a disturbance of Tenant's quiet or peaceable possession of the Leased Premises or of any rights of Tenant under this Lease, however, Landlord shall make commercially reasonable efforts not to interfere with Tenant's Use.

9.2   Specific Items of Tenant Repair and Maintenance .  Without limitation of the generality of Article 9, Tenant shall be solely responsible for, and at its own cost and expense shall:

(A)   Repairing, maintaining and replacing Tenant's ATMs (as hereinafter defined) and Tenant's satellite/communications system (as set forth in Section 8.10).

(B)   Pay for all revisions, repairs and alterations of existing electrical work, such as floor sockets, low voltage wires, police calls, burglar alarms and the like, and likewise pay for any and all additional electronic controls, motors, machinery, appliances or equipment installed at Tenant's request and for any and all revisions, repairs and alterations made necessary by reason of the installation of such additional motors, machinery, appliances or equipment and likewise pay the cost of relocating any motors, machinery, appliances or equipment now or hereafter located upon the Leased Premises.

(C)   Subject to the terms herein, and pursuant to Articles 13 and 16 of this Lease, and normal wear and tear excepted, keep and maintain in good, safe and proper repair and condition and in conformity with all applicable Laws: (i) fire and alarm systems for Tenant's computer and communications rooms that Tenant has installed in the Leased Premises (if any); (ii) any supplemental air conditioning units (and all auxiliary and ancillary systems, facilities and piping appurtenant thereto) installed or utilized by Tenant and located within the Leased Premises; (iii) any security devices installed by Tenant in the Leased Premises or measures required or related to Tenant's Use and located in or related to the Leased Premises; (iv) mechanical, electrical, plumbing or life safety devices required or related exclusively to Tenant's Use; and (v) any other portions of the Building which Tenant is responsible to maintain pursuant to the terms of this Lease.  If required by any applicable governmental or quasi-governmental authority, Tenant shall remove any or all of such supplemental air conditioning units (and all auxiliary and ancillary systems, facilities and piping appurtenant thereto) that have been installed by Tenant at Tenant's sole cost and expense.

9.3   Landlord's Maintenance and Repair .

(A)           Subject to the provisions of Articles 13 and 16, and Section 30.18, Landlord shall maintain the Building in a first-class manner including, without limitation, (i) maintaining the common areas of the Property, except for those common areas specifically required to be maintained by other tenants of the Building or third parties; (ii) repairing and maintaining the structure of the Building; and (iii) maintaining the plumbing, heating, air conditioning, ventilation, life safety and electrical facilities and systems in the Building (other than those specialized facilities and systems Tenant is required to maintain under Section 9.2).  The cost of the foregoing items (i) through (iii) shall be deemed part of Operating Expenses except if excluded expressly from Operating Expenses as provided hereinabove.  Landlord is to use reasonable efforts to make all such repairs and perform such maintenance with due diligence during ordinary business hours and to take commercially reasonable measures to minimize interference with Tenant's use and enjoyment of the Leased Premises; provided, however, Landlord shall conduct any and all Restorative Work (except for curtain wall work) which materially interferes with Tenant's use and enjoyment of, or access to, the Leased Premises, outside of Business Hours.  Tenant shall not pay or reimburse Landlord directly for the incremental increase in costs for such after-Business Hours Restorative Work; however, such costs may be included in Operating Expenses by Landlord and, in such event, Tenant shall be required to reimburse Landlord for Tenant's Proportionate Share of such costs.  Any alterations, maintenance and/or repairs which Landlord or a Landlord Party makes, or is entitled to make, pursuant to this Lease, in, around, or near the Leased Premises are collectively referred to herein as the "Restorative Work".   Notwithstanding anything contained in this Lease to the contrary, Landlord and the Landlord Parties shall conduct all Restorative Work: (a) using reasonable commercial efforts not to interfere with Tenant's use and enjoyment of the Leased Premises; (b) using reasonable commercial efforts to minimize any decrease in the level of Building services provided by Landlord; (c) so that Tenant is not deprived access to the Leased Premises; (d) so that all items brought into the Leased Premises by Landlord and the Landlord Parties shall be removed prior to the start of the next business day (unless such items are required on a temporary basis); and (e) using reasonable commercial efforts not to block or blacken any windows in the Leased Premises or Tenant's signs for a prolonged period of time.  If any Restorative Work conducted by Landlord or any Landlord Party during Business Hours, Monday through Friday, materially interferes with Tenant's use of, or access to, all or any portion of the Leased Premises, and such material interference: (i) continues, after Landlord has received written notice thereof from Tenant, for more than three (3) consecutive business days; and (ii) does not result from curtain wall work or any tenant improvement work undertaken by any other tenant or occupant of the Building (unless Landlord has reasonable control over such tenant improvement work pursuant to the terms of such tenant's lease), Tenant shall be entitled to receive an abatement of Rent only with respect to that portion of the Leased Premises so affected, beginning on the fourth (4 ^th ) business day of the material interference to the day on which Landlord ceases the Restorative Work causing such material interference.

9.4   Reservation of Rights .  Except as otherwise expressly set forth herein, this Lease does not grant any rights to light, air or view over or about the Building or any other real property.  Landlord specifically excerpts and reserves to itself all rights to and the use of any roofs (subject to Tenant's right to install and use the satellite/communications system provided for in Section 8.10 hereof), the exterior portions of the Leased Premises, including fire escapes and ladders, the land, improvements and air and other rights below the improved floor level of the Leased Premises, or above the improved ceiling of the Leased Premises, or outside the demising walls of the Leased Premises and such areas and risers within the Leased Premises as are used for utility lines and other facilities or equipment required to serve the Building or any occupants of the Building, and Landlord specifically reserves to itself the right to use, and the right and obligation to maintain and repair same; no rights with respect thereto are conferred upon Tenant, unless otherwise specifically provided herein.  Except as otherwise expressly set forth herein to the contrary, Landlord further reserves the right to erect temporary scaffolding as necessary for improvements or repairs to the Building.

9.5   Hazardous Materials .  Tenant shall comply, at its sole cost and expense, with all Laws relating to the use, occupancy and operation of the Leased Premises; provided, however, Tenant shall not be responsible for remedying any violation of any Laws in the Leased Premises existing prior to the date Tenant commences Tenant's Work, Alterations or other construction in the Building, the obligation and cost for same shall be the sole obligation of Landlord (which cost shall not be included in Operating Expenses).  Tenant agrees that, other than for office and cleaning supplies used in connection with the routine maintenance or repair of the Leased Premises in full compliance with Laws, no Hazardous Materials shall be used, located, stored or processed on the Leased Premises or be brought into the Building by Tenant, and no Hazardous Materials will be installed in the Leased Premises or released or discharged from the Leased Premises (including, but not limited to, groundwater contamination).  Without limiting any other provisions of this Lease or requirements of Laws, Tenant shall comply with any reasonable management procedures of Landlord in effect from time to time relating to Hazardous Materials.  Notwithstanding anything contained herein to the contrary, Landlord, and not Tenant, shall be responsible for the remediation of any Hazardous Materials found in the Leased Premises not directly introduced by Tenant.

9.6   Biological Toxins   Tenant and Tenant's contractors, subtenants, assignees and agents shall not knowingly create or exacerbate the growth of mold and fungus (collectively, "Biological Toxins") in the Leased Premises.  In the event that Tenant observes, smells or suspects the presence of any Biological Toxins in the Leased Premises or the Building, Tenant shall promptly notify Landlord in writing of such presence and the precise location thereof.  Landlord's right of entry pursuant to the terms and provisions of this Lease shall include the right to enter, inspect and test the Leased Premises for the presence of Biological Toxins or conditions conducive to the growth of Biological Toxins therein, upon at least twenty-four (24) hours prior written or verbal notice to Tenant, at Landlord's sole cost and expense (and not as an Operating Expense).  If any such inspection and/or testing reveals the presence of Biological Toxins in the Leased Premises which were knowingly created or exacerbated by Tenant, Tenant shall remediate the same, at its sole cost and expense, in accordance with applicable Laws, and provide Landlord with a copy of the final report related to such remediation; otherwise, Landlord shall be responsible to remediate same, at Landlord's cost, not to be treated as an Operating Expense.

10.   ALTERATIONS .

10.1   Generally .  Tenant shall not, without the prior written consent of Landlord, make any alterations, installations, modifications, improvements or additions to the Leased Premises (collectively "Alterations"), including any such Alterations that effect the structural integrity of the Building, or effect the main (as opposed to lines, ducts and distribution channels located within the Leased Premises) electrical, exhaust, mechanical, plumbing, and life safety systems, or affect the heating, ventilating or air conditioning systems of the Building.  Notwithstanding anything to the contrary contained in this Lease, if said Alterations do not affect (i) the structural integrity of the Building; or (ii) the heating, ventilating or air-conditioning systems of the Building; or (iii) the main (as opposed to lines, ducts and distribution channels located within the Leased Premises) electrical, exhaust, mechanical, plumbing, life safety, telecommunications, or security systems of the Building; or (iv) the Escalators; or (v) the Ornamental Surfaces of the Grand Banking Hall; or (vi) means of ingress and egress to and from (a) premises in the Building other than the Leased Premises or (b) the Building; or (vii) elevator usage, then Tenant may make Alterations costing in the aggregate up to $100,000.00 per Lease Year per floor of the Leased Premises without Landlord's prior consent so long as Tenant notifies Landlord prior to the making of said Alterations.  Landlord shall not unreasonably withhold, condition or delay Landlord's consent to any Alterations which cost in the aggregate more than $100,000.00 per Lease Year per floor of the Leased Premises, so long as such Alterations do not affect items (i) through (vii) above. Tenant shall notify Landlord in writing of the nature and scope of any Alterations undertaken by or on behalf of Tenant with respect to the Leased Premises, whether or not Landlord's consent thereto is required hereunder. With respect to any Alterations, Landlord may impose such conditions with respect thereto as Landlord deems reasonable and appropriate, including, without limitation, requiring Tenant to furnish Landlord with (a) insurance held by Tenant or Tenant’s contractors, subcontractors and architects performing such Alterations against liabilities which may arise out of the Alterations (which insurance must name Landlord as an additional insured); and (b) copies of plans and specifications and all permits necessary for the Alterations.  In all events Tenant shall use Landlord's contractors for Alterations to and Alterations affecting any of the following: (i) heating, ventilation, and air-conditioning systems of the Building; (ii) main (as opposed to lines, ducts and distribution channels located within the Leased Premises) mechanical, exhaust, electrical, plumbing and life safety systems; (iii) the elevators; (iv) the Escalators; and (v) the Ornamental Surfaces of the Grand Banking Hall.  Tenant shall promptly pay to Landlord or Tenant's contractors, as the case may be, as and when due, the cost of all such Alterations, which costs shall be competitively-priced and without mark-up by Landlord.  Such amount shall be payable from time to time as the work comprising the Alterations progresses within thirty (30) days after Tenant is billed therefor from time to time by Landlord.  Upon completion of the Alterations, Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment of all contractors and subcontractors, affidavits, full and final waivers of all liens for labor, services and materials sufficient to waive and release all rights to liens under the Illinois Mechanic's Lien Law arising from the work done and such other supplemental documentation as Landlord may reasonably require, all in form and substance reasonably satisfactory to Landlord.  Tenant agrees to indemnify, defend and hold Landlord harmless from, and shall pay, all liabilities, claims, judgments, costs, damages, fines, penalties, liens and expenses related to the Alterations except, if such liability, claim, judgment, cost, damage, fine, penalty, lien or expense is the direct result of the negligence or willful misconduct of Landlord or any Landlord Party.  All repairs and Alterations done by Tenant or its contractors, including work done pursuant to Articles 9 or 10 shall be done in a good and workmanlike manner using only high quality grades of materials and shall comply with all insurance and other reasonable requirements of Landlord (including any reasonable management procedures relating to Hazardous Materials) and all applicable Laws.  At all times Tenant shall cause contractors and others performing Alterations for Tenant to work in harmony with the contractors, agents and employees performing work in the Building for Landlord or others.  Notwithstanding anything contained herein to the contrary, Landlord shall not be entitled to any move-in, move-out, elevator or supervisory fee, in connection with Tenant's taking or returning all or any portion of the Leased Premises (except as otherwise expressly set forth herein or the Workletter with respect to the Tenant’s Work), nor shall Landlord be entitled to any supervisory fee or other fee in connection with Alterations.

10.2   Removal .  All Alterations, whether temporary or permanent in character, including but not limited to all vaults and internal staircases, added to the Leased Premises by Tenant, and except for moveable furniture, moveable partitions, trade fixtures and other equipment belonging to Tenant which are not removed by Tenant prior to the expiration or earlier termination of this Lease or of the termination of Tenant's right to possession of the Leased Premises or any portion thereof, whichever is earlier, by lapse of time or otherwise, shall be relinquished to Landlord in their then "as-is", but broom-clean, condition. Tenant covenants that it shall not allow waste to occur within the Leased Premises at any time during the Term.  Notwithstanding anything to the contrary contained in this Lease, upon the expiration of the Term or the termination of this Lease or the termination of Tenant's right of possession of the Leased Premises, Tenant shall not be required to remove: (i) any Ordinary Alterations (as hereinafter defined), (ii) any Alterations, additions or modifications constructed within the Leased Premises as part of Tenant's Work or otherwise (collectively, the "Leasehold Improvements") that Landlord did not identify to Tenant in writing as requiring removal or restoration upon the Expiration Date or earlier termination of this Lease at the time of plan approval and which are not Ordinary Alterations, and (iii) any Leasehold Improvements existing within the Leased Premises as of the Effective Date of this Lease.  For the purposes of this Section 10.2, "Ordinary Alterations" shall mean and include any Leasehold Improvements that: (a) are customary for general office use; and (b) do not adversely affect  the structure of the Building; and (c) do not exceed the capacity of any Building systems, unless Tenant has upgraded such systems in connection therewith; and (d) do not constitute extraordinary improvements or alterations, such as internal staircases, vaults, raised floors and computer rooms.  Landlord shall notify Tenant which non-Ordinary Alterations, if any, must be removed at the end of the Term by written notice to Tenant: (A) for non-Ordinary Alterations requiring Landlord's approval, at the time Landlord approves such non-Ordinary Alterations; or (B) for non-Ordinary Alterations not requiring Landlord's approval, at the earlier of: (1) thirty (30) days after Tenant provides Landlord written notice of its intention to construct a non-Ordinary Alteration, or (2) at least sixty (60) days prior to the expiration of the Term.  If Landlord requires Tenant to remove and restore any non-Ordinary Alterations constructed in the Leased Premises by Tenant, in accordance with this Section 10.2, Tenant shall remove and restore same, at Tenant's sole cost and expense, prior to the Expiration Date or earlier termination of this Lease.

11.   COVENANT AGAINST LIENS .

Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon Landlord's title or interest in the Land, Building or the Leased Premises, and any and all liens and encumbrances created by Tenant shall attach to Tenant's interest only.  Tenant covenants and agrees not to cause or allow any liens to be placed against the Land, Building or the Leased Premises as a result of Tenant’s construction or other acts in the Leased Premises or Tenant or Tenant's agents, employees, contractors and licensees acts in the Building and in case of any such lien attaching or claim thereof being asserted, Tenant covenants and agrees no later than forty-five (45) days from the filing thereof or such claim being asserted (i) to cause it to be released and removed of record or (ii) to provide Landlord with endorsements (reasonably satisfactory to Landlord and Mortgagee) to Landlord and Mortgagee's title insurance policies insuring against the existence of or attempted enforcement of such lien; or (iii) to provide Landlord with a bond in form and substance acceptable to Landlord.  In the event that such lien is not released, removed, insured over or bonded around within said forty-five (45) day period Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity thereof) and Tenant shall, within ten (10) days following notice, either before or after such release and removal, pay or reimburse Landlord for all sums, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) incurred by Landlord in connection with such lien together with interest thereon at the Interest Rate.

12.   INSURANCE AND SUBROGATION .

12.1   Tenant's Insurance .  Tenant shall carry insurance during the entire Term hereof insuring Tenant, and insuring Landlord, Landlord's beneficiaries (if Landlord is ever a land trust), any property management company, all Mortgagees and Ground Lessors and their respective agents, partners and employees, with terms, deductibles, coverages and in companies in good standing and licensed to do business in the State of Illinois and otherwise reasonably satisfactory to Landlord having a "Best's" rating of "A-" or higher in the following coverages in the following amounts:

(A)   Public liability insurance with the broad form commercial liability endorsement, including contractual liability insurance covering Tenant's indemnity obligations hereunder, insuring against claims for death, bodily injury, personal injury and property damage occurring upon, in or about the Leased Premises in an amount not less than $1,000,000.00 per occurrence and having a general aggregate amount on a per location basis of not less than $2,000,000.00.  Landlord shall be named as an additional insured on such policy.

(B)   Excess liability insurance with a limit of $5,000,000.00 naming Landlord as an additional insured.

(C)   "Special form" physical damage insurance including fire, sprinkler leakage, vandalism and extended coverage for the full replacement cost of all additions, improvements and alterations to the Leased Premises, including Landlord's Work and/or Tenant's Work, if any (providing that Landlord is an additional named insured as its interest may appear) and of all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant's property on the Leased Premises.

(D)   Intentionally Omitted.

(E)   Prior to any event that Tenant intends to or will serve liquor, host liquor liability insurance.  Landlord shall be named as an additional insured on such policy.

Tenant shall, prior to the commencement of the Term and prior to each Lease Year or policy period furnish to Landlord certificates in form reasonably satisfactory to Landlord evidencing the foregoing insurance coverage.  Tenant's policies shall state that such insurance coverage may not be amended in any material way, canceled or not renewed without at least thirty (30) days' prior written notice to Landlord and Tenant (unless such cancellation is due to non-payment of premium, and in that case only ten (10) days' prior written notice shall be sufficient).  Tenant shall have the right to provide the foregoing insurance under a master or blanket policy of insurance covering other properties of Tenant or its affiliates provided that an endorsement insuring segregated amounts sufficient to satisfy said insurance requirements hereunder is provided.   Landlord hereby agrees that Chubb and St. Paul/Traveler's are insurance companies acceptable to Landlord as of the Effective Date.

12.2   Waiver of Subrogation .  Each of the parties hereto hereby releases and waives all claims for recovery from the other party and its agents and employees for loss or damage to property or business sustained in or about the Property or the Leased Premises, which loss or damage (a) is or would be insured against under property or physical damage insurance required to be carried by the pertinent party pursuant to this Lease or (b) if the coverage under policies actually carried by the pertinent party is greater, is insured against under such policies.

Landlord and Tenant each agree to have all property or physical damage insurance which it may carry endorsed with a clause providing that any release from liability of or waiver of claim for recovery from the other party or any of the parties named in Section 12.1 above or Released Parties and the Indemnitees, each as described in Section 14.1 entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder.  Each party's policy shall provide further that the insurer waives all rights of subrogation which such insurer might have against the other party's insureds.

12.3   Landlord's Insurance .

(a)   Landlord shall, at all times during the Term, maintain the following insurance coverages:

(i)   "Special form" fire and casualty insurance on a full replacement cost basis (adjusted from time-to-time as necessary) covering the Building (but excluding coverage for the Landlord's Work (once completed), as defined in Exhibit B attached hereto, or any subsequent Alterations which are installed or maintained by Tenant), which insurance: