PROMISSORY NOTE A

EXHIBIT 10.1

Loan No. 28193

FOR VALUE RECEIVED , the undersigned, 330 N. WABASH AVENUE, L.L.C. , a Delaware limited liability company (hereinafter referred to as the “ Maker ”), promises to pay to the order of ING USA ANNUITY AND LIFE INSURANCE COMPANY , an Iowa corporation, together with its successors, assigns, and all other future holders of all or any portion of this Note or any future promissory notes evidencing the “Loan A”, as such term is hereinafter defined (hereinafter collectively referred to as the “ Payee ”), at the office of the Payee, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as the Payee may from time to time designate in writing, the principal sum of EIGHTY-EIGHT MILLION AND 00/100 DOLLARS ($88,000,000.00) (hereinafter such loan, as it may be from time to time consolidated, split, amended, modified, extended, renewed, substituted, and/or supplemented, shall be collectively referred to as the “ Loan A ”), and interest on the disbursed and outstanding balance thereof from and after the date of disbursement hereunder at the interest rate set forth and described in this Note (hereinafter referred to as the “ Interest Rate ”), both principal and interest to be paid in lawful money of the United States of America, in accordance with the terms, conditions, and provisions all as more fully described and set forth in this Promissory Note A (hereinafter this Promissory Note A, together with all promissory notes delivered in substitution or exchange thereof, in each case as the same may be from time to time consolidated, split, amended, modified, extended, renewed, substituted, and/or supplemented, shall be collectively referred to as this “ Note ”).

(i)           Interest Rate . Commencing on the date of this Note and continuing up through and including the “Maturity Date” (as such term is defined in Paragraph 1(v) below), the outstanding principal balance of this Note shall bear interest at a fixed interest rate equal to 6.00% per annum; provided , however , in the event the Maker exercises the First Note Extension Option pursuant to Paragraph 1(vi)(a) below or the Second Note Extension Option pursuant to Paragraph 1(vi)(b) below, then, effective as of the applicable “Rate Adjustment Date” (as such term is defined below), the Interest Rate for this Note shall be converted by the Payee from a fixed interest rate to a floating interest rate based upon a basis point spread determined as described below in this Paragraph 1(i) (hereinafter referred to as the “ Extension Spread ”) plus the “LIBOR Rate” (as such term is defined below) (hereinafter the LIBOR Rate plus the Extension Spread shall be collectively referred to as the “ Extension Rate ”) determined as follows:

(a)        The applicable Extension Rate shall be a floating interest rate adjusted from time as provided below, calculated based upon the Extension Spread plus the LIBOR Rate.

(b)       The Payee shall notify the Maker within five (5) “Business Days” (as such term is hereinafter defined) of the Payee’s receipt of an “Extension Notice” (as such term is hereinafter defined), setting forth the Payee’s quote of the applicable Extension Spread based upon then current market spreads, as determined by the Payee in its sole and absolute discretion; provided , however , that such Extension Spread shall in no event be greater than four hundred fifty basis points (4.50%)

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PRCLIB-471301.9-RLMITRA

Loan No. 28193

(hereinafter referred to as the “ Initial Quote ”).

(c)        The Maker shall have the right to accept or reject the Initial Quote. The Initial Quote must be accepted or rejected definitively in writing by the Maker within five (5) Business Days following the Maker’s receipt of such Initial Quote. If the Maker accepts the Initial Quote, the Maker shall notify the Payee in writing (hereinafter referred to as an “ Acceptance Notice ”), which Acceptance Notice may be given by facsimile, followed by an original overnight delivery to the Payee no later than the next Business Day. Any Initial Quote which is not accepted by the Maker in accordance with the terms of this Paragraph 1(i)(c) shall be deemed to have been rejected by the Maker. The Maker hereby acknowledges and understands that interest rates fluctuate constantly with changes in the financial markets and the Payee’s then current underwriting standards and portfolio requirements. The Payee shall quote the Payee’s spread determined in its sole and absolute discretion to be an acceptable market spread for comparable loans, with comparable borrowers and comparable collateral for its portfolio or that of its affiliate U.S. life insurance company lenders and affiliate opportunity funds for whom ING Investment Management LLC and/or ING Alternative Asset Management LLC acts as commercial mortgage loan investment advisor or manager at that time.

(d)       If the Payee’s Initial Quote is accepted by the Maker as provided in Paragraph 1(i)(c) above, then (1) subject to the Maker’s right, pursuant to the terms, conditions, and provisions of Paragraph 1(vi)(b) below, to exercise the “Second Note Extension Option” (as such term is hereinafter defined), in which case the Extension Spread shall be recalculated pursuant to the terms, conditions, and provisions of this Paragraph 1(i) , such quoted spread shall become the final Extension Spread for this Note throughout the remaining term of the Loan A and (2) the Payee shall no longer have the right to exercise (or, if such exercise has already occurred, such exercise shall be automatically withdrawn) (A) with respect to the First Note Extension Option, its April 1, 2011 “Call Date” (as such term is hereinafter defined), and (B) with respect to the Second Note Extension Option, its April 1, 2012 Call Date, and, in the case of each of the foregoing clauses (A) and (B) , notwithstanding the definition of “Call Dates” set forth in Paragraph 1(v) below to the contrary, the Payee’s Call Dates described in said Paragraph 1(v) shall be amended to be the following dates: (x) with respect to the First Note Extension Option, April 1, 2012, and the first day of April in each year thereafter during the remaining term of the Loan A and (y) with respect to the Second Note Extension Option, April 1, 2013, and the first day of April in each year thereafter during the remaining term of the Loan A.

(e)        If the Maker rejects or does not accept the Initial Quote in accordance with the terms, conditions, and provisions of Paragraph 1(i)(c) above, then no terms of the Loan A shall change and, if the Payee has exercised its Call Option with respect to an applicable Call Date, then the entire unpaid principal balance of the Loan A plus all accrued interest thereon and all other sums due and owing pursuant to the “Loan Documents” (as such term is hereinafter defined) shall be immediately due and payable on said Call Date.

(f)        If the Payee has not exercised its Call Option for a particular Call Date, then the applicable Interest Rate for this Note shall remain in effect and unchanged and the Maker shall continue to have the right to prepay this Note in accordance with the applicable terms of Paragraph 7 below.

For the purposes of this Note, the defined term “ LIBOR Rate ” shall mean the 30-day London Interbank Offered Rate as published from time to time in The Wall Street Journal on the date (hereinafter referred to as the “ Rate Set Date ”) two London banking days prior to the applicable date for which the

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LIBOR Rate is to be established or, in the event no such rate is published in The Wall Street Journal on any Rate Set Date, then the date next immediately preceding said Rate Set Date on which such rate was published in The Wall Street Journal ; provided , however , in the event the 30-day London Interbank Offered Rate ceases to be published in, or is otherwise unascertainable from, The Wall Street Journal , or if the information contained on such page, in the reasonable judgment of the Payee, shall cease to accurately reflect the rate offered by leading banks in the London interbank market as reported by any publicly available source of similar market data selected by the Payee, the 30-day London Interbank Offered Rate for said 30-day interest period shall be determined from such substitute financial reporting service as the Payee, in its discretion, shall determine, so long as the substitute reporting service is the same substitute reporting service generally selected by the Payee for purposes of determining the 30-day London Interbank Offered Rate for similar loan transactions; provided , further , however , if, in the Payee’s reasonable judgment, no such suitable substitute reporting service is available, then the Payee shall select a comparable reference rate as the new index for purposes of this Note, so long as the substitute index is the same substitute index generally selected by the Payee to replace the 30-day London Interbank Offered Rate in similar loan transactions.

If an Extension Spread quote is accepted by the Maker in writing in accordance with the foregoing subparagraphs (i)(a) through (i)(f) inclusive, then such Extension Spread plus the LIBOR Rate, as determined by the Payee from time to time in accordance with the provisions of this Note, shall be the Extension Rate for this Note provided that the terms, conditions, and provisions of this Paragraph 1(i) are satisfied by the Maker no later than (x) with respect to the First Note Extension Option, the April 1, 2011 Call Date and (y) with respect to the Second Note Extension Option, the April 1, 2012 Call Date (hereinafter the applicable such Call Date being referred to as the “ Rate Adjustment Date ”). Provided that the terms, conditions, and provisions of this Paragraph 1(i) are satisfied by the Maker no later than the Rate Adjustment Date, then, commencing on the Rate Adjustment Date and continuing throughout the remaining term of the Loan A, this Note shall bear interest at the Extension Rate, subject to the remaining Call Dates as provided in Paragraph 1(v) below.

If the Maker has exercised a Note Extension Option pursuant to Paragraph 1(vi) below, and all of the steps described in the foregoing subparagraphs (i)(a) through (i)(f) inclusive have been completed for the establishment of the Extension Rate, then, at all times following the Rate Adjustment Date, the Extension Rate shall be adjusted by the Payee every thirty (30) days on the first day of each calendar month (hereinafter each such date shall be referred to as an “ Extension Adjustment Date ”) based upon the then LIBOR Rate for such Extension Adjustment Date plus the Extension Spread. The initial LIBOR Rate and the corresponding Extension Rate to become effective on the Rate Adjustment Date shall be determined based on the LIBOR Rate for such date. Each subsequent determination of the Extension Rate shall be made based on the LIBOR Rate for the applicable Extension Adjustment Date. Following the Rate Adjustment Date, the first Extension Adjustment Date shall occur on the first day of the first calendar month following the Rate Adjustment Date.

(ii)        Interest Only Payments . The Maker shall pay interest only (hereinafter collectively referred to as the “ Interest Only Payments ”) on the outstanding principal balance of this Note at the applicable Interest Rate (a) for the period commencing on the date of this Note and continuing up through and including March 31, 2008, on the date hereof and (b) for the period commencing on April 1, 2008 and continuing up through and including March 31, 2013, in monthly installments commencing on May 1, 2008 and continuing on the first (1 ^st ) day of each and every month thereafter up through and including April 1, 2013.

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(iii)       Regular Annual Principal Payments . In addition to the Interest Only Payments set forth and described in subparagraph 1(ii) above, the Maker shall make annual payments of principal to the Payee each in the amount of $1,000.00 (hereinafter collectively referred to as the “ Principal Reduction Payments ”) to be paid and applied to the reduction of the outstanding principal balance of this Note on the following dates: April 1, 2009; April 1, 2010; April 1, 2011; April 1, 2012; and April 1, 2013.

(iv)         Regular Monthly Principal and Interest Payments; Adjusted Extension Monthly Payment .

(a)           In addition to the Interest Only Payments set forth and described in subparagraph 1(ii) above and the Principal Reduction Payments set forth and described in subparagraph 1(iii) above, during the period commencing on May 1, 2013 (hereinafter referred to as the “ Amortized Payment Date ”), and continuing on the first (1 ^st ) day of each and every month thereafter (hereinafter each such date shall be referred to as an “ Installment Date ”) up through and including the Maturity Date (hereinafter referred to as the “ Amortization Period ”), the Maker shall pay to the Payee monthly installments of principal and interest in amounts calculated to amortize (calculated on the basis of a 360-day year over a twenty-five (25) year amortization period) the then outstanding principal balance of this Note in full over the Amortization Period (the regularly scheduled monthly installments of principal and interest described in this subparagraph 1(iii) are hereinafter referred to as “ Monthly Installments ”) calculated based upon the Interest Rate then in effect with such Monthly Installments being recalculated as provided for in this Note. The Payee shall notify the Maker in writing of the amounts of the monthly installments required under this subparagraph (iv)(a) promptly upon the Payee’s determination thereof.

(b)          Effective on the Rate Adjustment Date, in the event the Maker exercises a Note Extension Option pursuant to Paragraphs 1(vi)(a) and/or (b) below, and all of the steps described in Paragraphs (i)(a) through (i)(f) inclusive above have been completed for the establishment of the Extension Rate, (1) the Interest Rate shall be the Extension Rate, with the Extension Rate adjusting as provided in Paragraph 1(i) above, (2) Monthly Installments shall be based upon the Extension Rate in effect on the immediately preceding Extension Adjustment Date (or, for the first such Monthly Installment, the Extension Rate in effect as of the Rate Adjustment Date), and (3) on each Installment Date, the principal balance of this Note shall be reamortized by the Payee over the then remaining portion of the Amortization Period at the new Extension Rate so that the Maker shall make adjusted payments of principal and interest in amounts calculated to continue to amortize (calculated on the basis of a 360-day year over the remainder of the original twenty-five (25) year amortization period) the then outstanding principal balance of this Note in full over the then remaining portion of the Amortization Period (hereinafter referred to as the “ Adjusted Extension Monthly Payment ”). On the next Installment Date, the Maker shall pay monthly installments of principal and interest based upon the Adjusted Extension Monthly Payment determined on the immediately preceding Extension Adjustment Date. Throughout the remaining term of this Note through the Maturity Date, the Extension Rate and monthly payments shall continue to adjust as provided herein to fully amortize this Note by the Maturity Date. The Payee shall notify the Maker in writing of the amounts of the monthly installments required under this subparagraph (iv)(b) promptly upon the Payee’s determination thereof.

(v)        Maturity Date; Call Option . On April 1, 2038 (hereinafter referred to as the “ Maturity Date ”), this Note shall mature and the entire unpaid principal balance hereof, together with accrued interest thereon, and all other sums applicable to the Loan A which may be due and payable pursuant to the “Mortgages” (as such term is defined in Paragraph 6 below) or the other Loan Documents, shall become due and payable in full. Notwithstanding the Maturity Date set forth above or anything else

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contained herein or in the Mortgages to the contrary, but subject to the right of the Maker to negate the Payee’s April 1, 2011 Call Option as set forth and described in Paragraph 1(vi)(a) below, and the Payee’s April 1, 2012 Call Option as set forth and described in Paragraph 1(vi)(b) below, at the Payee’s option (determined in the Payee’s sole and absolute discretion), the Payee shall have the right (hereinafter referred to as the “ Call Option ”) to declare the entire amount of all then outstanding principal, all unpaid accrued interest thereon, and any and all fees, costs, and other expenses, if any, due and owing in connection therewith to be immediately due and payable on the following dates (as said dates may be amended pursuant to the terms, conditions, and provisions of Paragraph 1(i)(d) above): April 1, 2011 and each April 1 ^st thereafter up through and including April 1, 2037 (hereinafter each such date shall be referred to as a “ Call Date ” and collectively as the “ Call Dates ”), without the necessity of any breach or default on the part of the Maker hereunder or under any other Loan Document. Such Call Option shall be exercised by the Payee, in its sole and absolute discretion, by giving written notice to the Maker at least six (6) months prior to the applicable Call Date as to which the Payee is electing, which notice shall refer to this Note and state the Call Date elected by the Payee. The exercise of such right by the Payee shall not relieve the Maker of its obligation to make scheduled payments hereunder, or to pay any other sums due and owing hereunder, between the date of such notice and the elected Call Date. The exercise of such right by the Payee will result in the original principal amount of this Note not having been fully amortized by the payment of the monthly installments hereunder prior to the exercised Call Date and the Maker shall be obligated to make a payment of the entire amount of outstanding principal of this Note and interest and all other sums remaining unpaid hereunder on the Call Date.

(a)          First Note Extension Option . Notwithstanding the terms, conditions, and provisions of Paragraph 1(v) above to the contrary, in the event the Payee exercises its Call Option with respect to the April 1, 2011 Call Date pursuant to Paragraph 1(v) above, the Maker shall have a one-time option (hereinafter referred to as the “ First Note Extension Option ”) to negate, cancel, and otherwise render null and void the Payee’s exercise of said Call Option; provided that the Maker shall have satisfied the following terms, conditions, and provisions:

(1)         The Maker shall have delivered to the Payee written notice of its intention to exercise the First Note Extension Option at least ninety (90) days prior to the April 1, 2011 Call Date (hereinafter referred to as the “ First Extension Notice ”); and

(2)           No Event of Default shall exist as of the date of the giving of the First Extension Notice and as of the April 1, 2011 Call Date; and

(3)           The entire outstanding principal balance of this Note shall be extended and converted to the Extension Rate as of the April 1, 2011 Call Date; and

(4)           At the Payee’s election, in its sole and absolute discretion, the extension of this Note and the modification of the applicable interest rate and interest rate spread shall be evidenced by a modification to this Note, the Mortgages, and the other Loan Documents, prepared by the Payee’s counsel and executed and delivered by the Maker, the Payee, the “Collateral Agent” (as such term is defined in Paragraph 6 below), and, if applicable, General Electric Capital Corporation, in its capacity as a lender (hereinafter, together with its successors, assigns, and any and all other future holders of any promissory note(s) evidencing all or any portion of “Loan B” (as such term is defined in Paragraph 30 below), shall be collectively referred to as the “ Lender B ”) effective as of the April 1, 2011 Call Date,

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and said modification documents shall be recorded (as determined by the Payee) in the applicable real property records for the “Premises” (as such term is hereinafter defined in Paragraph 6(ii) below). The loan policy of title insurance insuring each of the Mortgages must be down-dated by endorsement to bring forward the effective date through the April 1, 2011 Call Date or the date and time of recording of any such modification documents, in the event the modification documents are recorded, continuing all coverage and endorsements from the original policy through the date and time of recording of the modification documents and containing no new exceptions not expressly permitted by the terms of the Loan Documents since the original Loan A closing (or any subsequent endorsements approved by the Payee); and

(5)           On the April 1, 2011 Call Date, the Maker shall pay all reasonable attorneys’ fees and expenses for the Payee’s and the Collateral Agent’s outside counsel and all title costs, fees, and expenses in connection with such First Note Extension Option.

Notwithstanding the foregoing terms, conditions, and provisions of this Paragraph 1(vi)(a) to the contrary, in the event the Payee does not exercise its Call Option with respect to the April 1, 2011 Call Date, the Maker may still, if it so elects, exercise the First Note Extension Option in accordance with the terms, conditions, and provisions of this Note provided that the Maker shall have delivered to the Payee the First Extension Notice at least five (5) months prior to the April 1, 2011 Call Date.

(b)        Second Note Extension Option . Notwithstanding the terms, conditions, and provisions of Paragraph 1(v) above to the contrary, in the event the Payee exercises its Call Option with respect to the April 1, 2012 Call Date pursuant to Paragraph 1(v) above, the Maker shall have a one-time option (hereinafter referred to as the “ Second Note Extension Option ” and hereinafter the First Note Extension Option and the Second Note Extension Option shall be sometimes collectively referred to as the “ Note Extension Options ” and individually as a “ Note Extension Option ”) to negate, cancel, and otherwise render null and void the Payee’s exercise of said Call Option; provided that the Maker shall have satisfied the following terms, conditions, and provisions:

(1)        The Maker shall have delivered to the Payee written notice of its intention to exercise the Second Note Extension Option at least ninety (90) days prior to the April 1, 2012 Call Date (hereinafter referred to as the “ Second Extension Notice ” and hereinafter the First Extension Notice and the Second Extension Notice shall be sometimes collectively referred to as the “ Extension Notices ” and sometimes individually referred to as an “ Extension Notice ”); and

(2)        No Event of Default shall exist as of the date of the giving of the Second Extension Notice and as of the April 1, 2012 Call Date; and

(3)        The entire outstanding principal balance of this Note shall be extended and converted to the Extension Rate as of the April 1, 2012 Call Date; and

(4)        At the Payee’s election, in its sole and absolute discretion, the extension of this Note and the modification of the applicable interest rate and interest rate spread shall be evidenced by a modification to this Note, the Mortgages, and the other Loan Documents, prepared by the Payee’s counsel and executed and delivered by the Maker, the Payee, the Collateral Agent, and, if applicable, the Lender B effective as of the April 1, 2012 Call Date, and said modification documents shall be recorded (as determined by the Payee) in the applicable real property records for the Premises. The loan policy of

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title insurance insuring each of the Mortgages must be down-dated by endorsement to bring forward the effective date through the April 1, 2012 Call Date or the date and time of recording of any such modification documents, in the event the modification documents are recorded, continuing all coverage and endorsements from the original policy through the date and time of recording of the modification documents and containing no new exceptions not expressly permitted by the terms of the Loan Documents since the original Loan A closing (or any subsequent endorsements approved by the Payee); and

(5)        On the April 1, 2012 Call Date, the Maker shall pay all reasonable attorneys’ fees and expenses for the Payee’s and the Collateral Agent’s outside counsel and all title costs, fees, and expenses in connection with such Second Note Extension Option.

Notwithstanding the foregoing terms, conditions, and provisions of this Paragraph 1(vi)(b) to the contrary, in the event the Payee does not exercise its Call Option with respect to the April 1, 2012 Call Date, the Maker may still, if it so elects, exercise the Second Note Extension Option in accordance with the terms, conditions, and provisions of this Note provided that the Maker shall have delivered to the Payee the Second Extension Notice at least five (5) months prior to the April 1, 2012 Call Date.

(c)         No Change to Maturity Date; No Further Extensions . Notwithstanding the exercise by the Maker of any Note Extension Option, the Maturity Date shall remain the same as set forth and described in Paragraph 1(v) above. Except for the Note Extension Options specifically provided for in Paragraphs 1(vi)(a) and (b) above, the Maker shall have no additional such extension options under this Note or any of the other Loan Documents for any subsequently exercised Call Option or any subsequent Call Date.

2.           Place and Manner of Payments . All payments (including prepayments) to be made in respect of principal, interest or other amounts due from the Maker hereunder or under any other Loan Document shall be payable by 12:00 Noon. (New York City time), on the day when due. Such payments shall be made to the Payee by the Maker through the Payee’s loan servicer, General Electric Capital Corporation (hereinafter, together with any successor loan servicer or any other addressee from time to time designated by the Payee upon prior written notice to the Maker, collectively referred to as the “ Payee’s Servicer ”), from funds deposited with Payee’s Servicer pursuant to and in accordance with the terms, conditions, and provisions of that certain Lockbox Agreement dated of even date herewith, executed by and between the Maker and the Collateral Agent (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “ Lockbox Agreement ”), in lawful money of the United States of America in funds immediately available at such office without setoff, counterclaim or other deduction of any nature; provided , however , in the event the Payee does not receive any payments due from the Maker hereunder or under any other Loan Document from funds deposited with Payee’s Servicer in accordance with the terms of the Lockbox Agreement or in the event such payments were not to have been made from said funds but from the Maker’s own funds or otherwise, then the Maker shall make such payments to the Payee or to a substitute servicer at such address or pursuant to such instructions as the Payee shall instruct the Maker in writing. Any such payment received by the Payee’s Servicer after 12:00 Noon (New York City time), on any day shall be deemed to have been received on the next succeeding Business Day. Whenever any payment to be made under this Note or any other Loan Document shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next following Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.

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3.          Application of Payments; Calculation of Interest . So long as no Event of Default exists, all payments on account of the “Indebtedness” (as such term is hereinafter defined) shall be applied: (i) first, to any and all unpaid fees, costs, and expenses due and owing to the Payee under the Loan Documents; (ii) next, to further advances, if any, made by the Payee or the Collateral Agent as provided in the Loan Documents; (iii) next, to any applicable “Late Charge” (as such term is hereinafter defined); (iv) next, to interest at the Default Rate, if applicable; (v) next, to the “Prepayment Premium” (as such term is hereinafter defined), if applicable; (vi) next, to interest at the Interest Rate on the unpaid principal balance of this Note unless interest at the Default Rate is applicable; and (vii) last, to reduce the unpaid principal balance of this Note. Interest shall be calculated based on a year of twelve thirty day months. While any Event of Default exists, payments may be applied by the Payee to the Indebtedness in such order and manner as the Payee may deem appropriate in its sole and absolute discretion. As used herein, the term “Indebtedness” shall mean the aggregate of the unpaid principal amount of this Note, accrued interest, all Late Charges, any Prepayment Premium, and advances made by the Payee and/or the Collateral Agent under any of the Loan Documents, and any and all fees, costs, expenses, and other sums due and owing by the Maker to the Payee under the Loan Documents.

4.          Late Charges; Default Rate . In the event any installment of principal or interest due hereunder, or any escrow fund payment for real estate taxes, assessments, other similar charges or insurance premiums due under the Mortgages shall be more than ten (10) days overdue, the Maker shall pay to the holder hereof a late charge (hereinafter referred to as the “ Late Charge ”) of four cents ($.04) for each dollar so overdue or, if less, the maximum amount permitted under applicable law. The foregoing late charge is intended to compensate the Payee for the expenses incident to handling any such delinquent payment and for the losses incurred by the Payee as a result of such delinquent payment. The Maker hereby covenants and agrees that, considering all of the circumstances existing on the date this Note is executed, the Late Charge represents a reasonable estimate of the costs and losses the Payee will incur by reason of late payment. The Maker and the Payee hereby further acknowledge and agree that proof of actual losses would be costly, inconvenient, impracticable and extremely difficult to fix. Acceptance of the Late Charge shall not constitute a waiver of the Event of Default arising from the overdue installment, and shall not prevent the Payee or the Collateral Agent, on behalf of the “Lenders” (as such term is hereinafter defined) from exercising any other rights or remedies available to the Payee and/or the Collateral Agent hereunder or under any of the Loan Documents. Notwithstanding the stated Interest Rate to the contrary, from and after the date of any “Event of Default” (as such term is hereinafter defined), and after the maturity hereof, this Note shall bear interest at an interest rate equal to the lesser of (i) five percent (5.0%) above the Interest Rate then in effect or (ii) the highest interest rate permitted under the laws of the State of Illinois (such lesser rate hereinafter referred to as the “ Default Rate ”), which Default Rate shall be effective before and after judgment.

5.          Usury . THE PROVISIONS OF THIS PARAGRAPH 5 SHALL GOVERN AND CONTROL OVER ANY IRRECONCILABLY INCONSISTENT PROVISION CONTAINED IN THIS NOTE OR IN ANY OTHER LOAN DOCUMENT. The Payee shall never be entitled to receive, collect, or apply as interest on the Indebtedness (for purposes of this Paragraph 5 , the word “ interest ” shall be deemed to include any sums treated as interest under applicable Federal, state and local law governing matters of usury and unlawful interest), any amount in excess of the “Highest Lawful Rate” (as such term is hereinafter defined) and, in the event the Payee ever receives, collects, or applies as interest any such excess, such amount which would be excessive interest shall be deemed a partial prepayment of principal and shall be treated hereunder as such. If the principal of this Note is repaid in full, any remaining excess shall be promptly paid to the Maker, without interest. In determining whether or not the interest paid or payable, under any specific

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contingency, exceeds the Highest Lawful Rate, the Maker and the Payee shall, to the maximum extent permitted under applicable Federal, state and local law: (i) characterize any non-principal payment as an expense, fee or premium rather than as interest; (ii) exclude voluntary prepayments and the effects thereof; and (iii) spread the total amount of interest throughout the entire contemplated term of this Note; provided that if this Note is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence hereof exceeds the Highest Lawful Rate, the Payee shall refund to the Maker the amount of such excess and, in such event, the Payee shall not be subject to any penalties provided by any Federal, state and local law for contracting for, charging or receiving interest in excess of the Highest Lawful Rate. For the purposes of this Note, the defined term “ Highest Lawful Rate ” shall mean the maximum rate of interest which the Payee is allowed to contract for, charge, take, reserve or receive under applicable Federal, state and local law after taking into account, to the extent required by applicable Federal, state and local law, any and all relevant payments or charges hereunder.

6.          Collateral . As of the date hereof, the payment of this Note is secured by, among other things, (i) that certain Mortgage, Assignment of Leases, Security Agreement and Fixture Filing dated of even date herewith, executed by the Maker, as mortgagor, in favor of General Electric Capital Corporation, in its capacity as collateral agent (hereinafter referred to as the “ Collateral Agent ”) for the benefit of the Payee and the Lender B (hereinafter the Payee and the Lender B shall be collectively referred to as the “ Lenders ”), as mortgagee (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “ Fee Mortgage ”), and (ii) that certain Leasehold Mortgage, Assignment of Leases, Security Agreement and Fixture Filing dated of even date herewith, executed by the Maker, as mortgagor, in favor of the Collateral Agent for the benefit of the Lenders, as mortgagee (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “ Leasehold Mortgage ” and hereinafter the Fee Mortgage and the Leasehold Mortgage shall be collectively referred to as the “ Mortgages ”), which Mortgages encumber certain real estate and other property interests situated in Cook County, Illinois, all as more particularly described in the Mortgages (hereinafter collectively referred to as the “ Premises ”). This Note, the Mortgages, and all other instruments now or hereafter evidencing, securing or guarantying the loan evidenced hereby are sometimes collectively referred to as the “Loan Documents”. The Mortgages contain “due on sale or further encumbrance” provisions which, together with all other terms of the Mortgages, are incorporated herein by this reference. In addition, Mortgages provide that a default under this Note or under any other Loan Document shall constitute a default under such Mortgages.

(i)           Voluntary Prepayments . The Maker may prepay in full (but not in part) the outstanding principal balance of this Note, together with any unpaid interest, as follows:

(a)           Not later than thirty (30) days prior to the date of such prepayment, the Maker shall deliver written notice to the Payee (hereinafter referred to as a “ Prepayment Notice ”) that the Maker intends to prepay this Note in full on the date specified in the Prepayment Notice (hereinafter referred to as the “ Prepayment Date ”); and

(b)          The Maker shall pay to the Payee at the time of such prepayment, a sum (hereinafter referred to as the “ Prepayment Premium ”) which, together with the amount prepaid, is intended to enable the Payee to invest in a U.S. Treasury obligation or other similar investment selected

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by the Payee until the Maturity Date or, if earlier, the next applicable Call Date to produce, as nearly as possible, the same effective yield to the Maturity Date or, if earlier, the next applicable Call Date as this Note until the Maturity Date or, if earlier, the next applicable Call Date. Such Prepayment Premium shall be the greater of the following calculations:

(c)           Except as provided in the next sentence or as required under Paragraphs 7(ii) and 7(i)(d) below, in no event shall the amount prepaid be less than the sum of (1) the total amount of the then outstanding principal of this Note, plus (2) all accrued and unpaid interest on this Note, plus (3) one percent (1%) of such amount set forth in clause (1) of this Paragraph 7(i)(c) . In the event of acceleration of this Note at any time and a subsequent involuntary or voluntary prepayment, the Prepayment Premium shall be payable except for a prepayment which results from the application of

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proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default (other than an Event of Default based solely on the fact that a casualty, condemnation, or other taking of the Premises has occurred) exists. In the event the Prepayment Premium was ever construed by a court having jurisdiction thereof to be an interest payment, in no event shall the Prepayment Premium ever exceed an amount equal to the excess, if any, of (x) interest calculated at the highest applicable rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of this Note from time to time outstanding from the date thereof to the date of such acceleration, minus (y) interest theretofore paid and accrued on this Note.

(d)        Notwithstanding the terms, conditions, and provisions of this Paragraph 7(i) to the contrary, there shall be no Prepayment Premium due and owing to the Payee with respect to any prepayment made in accordance with the terms, conditions, and provisions hereof on or after April 1, 2010.

(ii)        Mandatory Prepayments . In the event that the fee simple title to the fourteenth floor (hereinafter referred to as the “ Fourteenth Floor ”) of that portion of the Premises constituting a fifty-two story Class A high rise office tower (hereinafter referred to as the “ Office Premises ”) is sold, transferred, or otherwise conveyed to any “Person” (as such term is hereinafter defined), in addition to the payment of any applicable Prepayment Premium, the Maker shall be required to make an immediate mandatory partial principal prepayment of this Note in an amount (hereinafter such amount shall be referred to as the “ Mandatory Principal Prepayment Amount ”) equal to the greatest of the following:

(a)         an amount equal to (1) the principal amount outstanding under this Note as of the date the payment of such Mandatory Principal Prepayment Amount is made (hereinafter referred to as the “ Note A Outstanding Amount ”) plus (2) the principal amount outstanding under the “Note B” (as such term is defined in Paragraph 34 of this Note) as of the date the payment of such Mandatory Principal Prepayment Amount is made divided by (3) 1,093,025 multiplied by (4) 31,370 multiplied by (5) the “Payee’s Pro Rata Share of the Release Price” (as such term is defined below); or

(b)        an amount equal to (1) $4,300,000.00 multiplied by (2) the Payee’s Pro Rata Share of the Release Price; or

(c)         an amount equal to (1) the difference between (x) one hundred percent (100%) of the gross sales proceeds paid to the Maker, as seller, in connection with such sale minus (y) all ordinary and customary out-of-pocket transactional closing costs paid to third parties (not Affiliates of Maker) in connection with such sale, including, without limitation, legal expenses, realty transfer fees and taxes, recording fees and recording taxes, payable by the Maker with respect to, and solely as a result of, such sale, but specifically excluding brokerage commissions minus (z) the amount of all actual abatement and demolition costs and expenses incurred by the Maker in connection with the asbestos remediation of the Fourteenth Floor (hereinafter the amount described in this clause (z) shall be referred to as the “ Abatement and Demolition Reimbursement ”) multiplied by (2) the Payee’s Pro Rata Share of the Release Price.

For the purposes of this Note, the defined term “ Payee’s Pro Rata Share of the Release Price ” shall mean an amount equal to a fraction, the numerator of which is the Note A Outstanding Amount and the denominator of which is equal to the sum of (A) the Note A Outstanding Amount plus (B) the principal amount outstanding under the “Note B” (as such term is defined in Paragraph 34 of this Note) as of the same date.

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(i)           Real Property Tax and Insurance Premium Escrows . The Maker shall be required to maintain escrows for the payment of the real property taxes for the Premises and the insurance premiums for the Premises as required by Paragraphs 4 and 7 of the Mortgages.

(ii)          Ground Rent Escrows . The Maker shall be required to maintain escrows for the payment of the ground rent for the Premises as required by Paragraph 4 of the Leasehold Mortgage.

9.          Events of Default . It is hereby expressly agreed by the Maker that time is of the essence in the performance of this Note and the other Loan Documents and that each of the following occurrences shall constitute a default (hereinafter each such default shall be referred to as an “ Event of Default ”) under this Note:

(a)        make any payment of principal or interest under this Note within ten (10) days after the same shall fall due, or

(b)       comply with any of the other terms of this Note or any of the other Loan Documents within thirty (30) days after written notice of such failure has been given by the Payee to the Maker or within such longer period of time, not to exceed an additional sixty (60) days, as may be reasonably necessary to cure such non-compliance if the Maker is diligently and with continuity o