FIRST MIDWEST BANCORP INC (Form: 8-K, Received: 09/13/2016 06:09:20)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 12, 2016

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

0-10967
(Commission
File Number)

36-3161078
(IRS Employer
Identification No.)

One Pierce Place, Suite 1500, Itasca, Illinois
(Address of principal executive offices)

60143
(Zip Code)

(630) 875-7450
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On September 12, 2016, First Midwest Bank (the “Bank”), a wholly-owned subsidiary of First Midwest Bancorp, Inc. (the “Company”), entered into an agreement of sale and purchase (the “Sale Agreement”) with Oak Street Real Estate Capital, LLC (“Oak Street”), providing for the sale to Oak Street of 55 properties owned and operated by the Bank as branches (the “Branches”) for an aggregate cash purchase price of approximately $150 million. The Branches are located in Illinois and Indiana.

Under the Sale Agreement, the Bank has agreed, concurrently with the closing of the sale of the Branches, to enter into triple net lease agreements (the “Lease Agreements”) with Oak Street or its affiliates according to which the Bank will lease each of the Branches. Subject to the right of the Bank to terminate certain of the Lease Agreements at the end of the eleventh year, the Lease Agreements will have initial terms of fourteen years. Each Lease Agreement will provide the Bank with five consecutive renewal options of five years each.

The sale-leaseback transaction will result in an initial pre-tax gain of approximately $90 million (after transaction-related expenses), with $6 million realized upon the closing of the transaction and the remaining $84 million deferred and realized on a straight line basis over the initial terms of the Lease Agreements. Aggregate first year rent expense under the Lease Agreements will be approximately $11 million (excluding any amortization of the deferred gain). The Lease Agreements also will include a 1.5% annual rent escalation during the initial term and during the first and second five-year renewal periods. The Company expects that the investment of proceeds and the gain from the sale-leaseback transaction, net of occupancy expenses associated with the Branches, will be modestly accretive to the Company’s earnings over the initial term of the Lease Agreements.

Upon the closing of the previously-announced proposed acquisition of Standard Bancshares, Inc., the Company will operate approximately 130 branches. Rebalancing the Company’s branch network from one that is predominately owned to one that is primarily leased is responsive to the Company’s growth and better positions the Company to fulfill its service commitment through capital and operational flexibility. In addition, the Company believes that the sale-leaseback transaction will expand its ability to invest in the enhancement of its mobile and online delivery channels as well as adapt efficiently to evolving consumer preferences. The Company will not close any Branches or exit any markets as part of the sale-leaseback transaction.

The Company anticipates that the sale-leaseback transaction will close by September 30, 2016, subject to the satisfaction of customary closing conditions.

The foregoing description of the Sale Agreement and the Lease Agreements is a summary and is qualified in its entirety by the complete terms of these agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Agreement of Sale and Purchase, dated September 12, 2016, by First Midwest Bank and Oak Street Real Estate Capital, LLC.

10.2 Form of Absolute Lease Agreement.

Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those relating to the Company’s strategic objectives regarding the sale-leaseback transaction. In some cases, forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “would,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “probable,” “potential,” “possible,” “target,” “continue,” “look forward,” or “assume” and words of similar import. Forward-looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. We caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements to reflect new information or events or conditions after the date hereof.

Forward-looking statements are subject to certain risks, uncertainties and assumptions, including, those identified under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as well as the Company’s subsequent filings made with the Securities and Exchange Commission. However, these risks and uncertainties are not exhaustive. Other sections of such filings describe additional factors that could impact the Company’s business, financial performance and pending or consummated transactions.

Additional Information

The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger of the Company and Standard Bancshares, Inc. (“Standard”), the Company has filed a registration statement on Form S-4 (file no. 333-213532) with the SEC. The registration statement includes a joint proxy statement of the Company and Standard, which also constitutes a prospectus of the Company, that the Company and Standard will send to their respective shareholders once finalized. Investors and shareholders are advised to read the joint proxy statement/prospectus because it contains important information about the Company, Standard and the proposed transaction. This document and other documents relating to the merger filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing the Company’s website at www.firstmidwest.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents can be obtained free of charge from the Company upon written request to First Midwest Bancorp, Inc., Attn: Corporate Secretary, One Pierce Place, Suite 1500, Itasca, Illinois 60143 or by calling (630) 875-7463, or

from Standard upon written request to Standard Bancshares, Inc., Attn: Lawrence P. Kelley, President and Chief Executive Officer, 7800 West 95th Street, Hickory Hills, Illinois 60457 or by calling (708) 499-2000.

Participants in this Transaction

The Company, Standard and certain of their respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the respective shareholders of the Company and Standard in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, is included in the joint proxy statement/prospectus regarding the proposed transaction. Additional information about the Company and its directors and officers may be found in the definitive proxy statement of the Company relating to its 2016 Annual Meeting of Stockholders filed with the SEC on April 14, 2016 and the Company’s annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 23, 2016. The definitive proxy statement and annual report can be obtained free of charge from the SEC’s website at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	First Midwest Bancorp, Inc.
	(Registrant)


Date: September 13, 2016	/s/ Nicholas J. Chulos
	By: Nicholas J. Chulos
	Executive Vice President, Corporate Secretary, and General Counsel

Exhibit 10.1

AGREEMENT OF SALE AND PURCHASE

FIRST MIDWEST BANK, AN ILLINOIS STATE CHARTERED BANK

as Seller

and

OAK STREET REAL ESTATE CAPITAL, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY

as Purchaser

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS	1

Section 1.1	Definitions	1
Section 1.2	References; Exhibits and Schedules	9

ARTICLE II	AGREEMENT OF SALE AND PURCHASE	9

Section 2.1	Agreement	9

ARTICLE III	CONSIDERATION	10

Section 3.1	Purchase Price	10
Section 3.2	Assumption of Obligations	10
Section 3.3	Method of Payment of Purchase Price	10
Section 3.4	Indivisible Economic Package	10
Section 3.5	Withholding Taxes on Purchase Price	11

ARTICLE IV	EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS	11

Section 4.1	The Earnest Money Deposit	11
Section 4.2	Escrow Instructions	11
Section 4.3	Designation of Certifying Person	11

ARTICLE V	TITLE AND OTHER PROPERTY RELATED MATTERS	12

Section 5.1	Purchaser’s Inspections and Due Diligence	12
Section 5.2	Site Visits	13
Section 5.3	DUE DILIGENCE INDEMNITY	16
Section 5.4	Title	16
Section 5.5	Tenant Estoppel Certificates	18

ARTICLE VI	“AS IS” TRANSACTION	18

Section 6.1	SALE “AS IS”	18

ARTICLE VII	COVENANTS	20

Section 7.1	Interim Operating Covenants	20

ARTICLE VIII	REPRESENTATIONS AND WARRANTIES	22

Section 8.1	Seller’s Representations and Warranties	22
Section 8.2	Purchaser’s Representations and Warranties	24
Section 8.3	Right to Amend Representations	24
Section 8.4	Survival of Representations, Warranties and Covenants	25

TABLE OF CONTENTS

(continued)

Section 8.5	Property Deductibles and Caps	25
Section 8.6	Liability of Individuals Named as Having Seller’s Knowledge	25
Section 8.7	Pre-Closing Breaches	26

ARTICLE IX	CONDITIONS PRECEDENT TO THE CLOSING	26

Section 9.1	Conditions Precedent to Obligation of Purchaser	26
Section 9.2	Conditions Precedent to Obligation of Seller	27
Section 9.3	Consequences of Failure of Condition	28

ARTICLE X	THE CLOSING	28

Section 10.1	The Closing	28
Section 10.2	Purchaser’s Closing Obligations	29
Section 10.3	Seller’s Closing Obligations	29
Section 10.4	Prorations	31
Section 10.5	Costs of the Title Company and Closing Costs	32

ARTICLE XI	CONDEMNATION AND CASUALTY	33

Section 11.1	In General	33
Section 11.2	Minor Loss	33
Section 11.3	Major Loss	33
Section 11.4	Additional Matters	34

ARTICLE XII	CONFIDENTIALITY	34

Section 12.1	Confidentiality	34

ARTICLE XIII	REMEDIES	34

Section 13.1	Default by Seller	34
Section 13.2	Default by Purchaser	35

ARTICLE XIV	NOTICES	35

Section 14.1	Notices	35

ARTICLE XV	ASSIGNMENT AND BINDING EFFECT	37

Section 15.1	Assignment; Binding Effect	37

ARTICLE XVI	BROKERAGE	37

Section 16.1	Brokers	37

ARTICLE XVII	ESCROW AGENT	37

TABLE OF CONTENTS

(continued)

Section 17.1	Escrow	37

ARTICLE XVIII	LEASEBACK OF THE PROPERTIES AND SUBDIVISION OF PROPERTIES	39

Section 18.1	Properties	39
Section 18.2	McHenry Main	39
Section 18.3	Site-Specific Provisions	39

ARTICLE XIX	MISCELLANEOUS	39

Section 19.1	Waivers	39
Section 19.2	TIME OF THE ESSENCE	39
Section 19.3	Construction	39
Section 19.4	Counterparts; PDF	40
Section 19.5	Severability	40
Section 19.6	Entire Agreement	40
Section 19.7	GOVERNING LAW	40
Section 19.8	No Recording	40
Section 19.9	Further Actions	41
Section 19.10	No Partnership	41
Section 19.11	Limitations on Benefits	41
Section 19.12	Days	41
Section 19.13	WAIVER OF JURY TRIAL	41
Section 19.14	Drafts Not an Offer	41

iii

TABLE OF CONTENTS

(continued)

Exhibit A	-	Form of Assignment
Exhibit B	-	Form of Bill of Sale
Exhibit C	-	Form of Special Warranty Deed
Exhibit D	-	Form of Certificate as to Foreign Status
Exhibit E	-	Form of Purchaser’s Assignment to Qualified Assignees
Exhibit F-1	-	Form of Fourteen-Year Lease
Exhibit F-2	-	Form of Eleven-Year Lease
Exhibit G	-	Owner’s Affidavit
Exhibit H	-	Form of FMB Lease Memo
Exhibit I	-	Intentionally Deleted
Exhibit J	-	Form of Estoppel
Exhibit K	-	Form of Declaration
Exhibit L	-	Depiction of McHenry Stub Property

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this “ Agreement ”) is made this 12 th day of September, 2016 (the “ Effective Date ”) by First Midwest Bank , an Illinois state chartered bank (“ Seller ”) having an address at 1 Pierce Place, Itasca, Illinois 60143 and Oak Street Real Estate Capital, LLC , an Illinois limited liability company (“ Purchaser ”) having an address at 125 S. Wacker Drive, Suite 1220, Chicago, Illinois 60606.

RECITALS

A. Seller is the fee owner of each of the real properties, office buildings and related facilities situated thereon described on Schedule 2.1(a) (collectively, the “ Properties ” and each, individually, a “ Property ”), which properties are more particularly described in the Title Commitments.

B. Seller desires to sell the Properties to Purchaser and Purchaser desires to purchase the Properties, pursuant to the terms and conditions set forth in this Agreement.

C. Immediately following the sale of the Properties, Purchaser and Seller desire that Seller lease the Properties from Purchaser pursuant to the terms and conditions set forth in the Seller Lease Agreements (as defined herein) and in the manner hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions . For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1 :

“ Affiliate ” shall mean, with respect to any particular individual, corporation, partnership, limited liability company or other entity, any other individual, corporation, partnership, limited liability company or other entity that, on the Effective Date or hereafter, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such individual, corporation, partnership, limited liability company or other entity. For this purpose, the term “control” shall be deemed satisfied to the extent that there exists direct or indirect ownership representing a minimum fifty percent (50%) ownership interest.

“ Assigned Agreements ” means all of Seller’s right, title and interest, to the extent assignable, in the service agreements, maintenance contracts, equipment leasing agreements, warranties, guarantees, bonds, open purchase orders and other agreements and contracts for the provision of labor, services, materials or supplies relating solely to the Real Property, Improvements or Personal Property, all to the extent listed on Schedule 8.1(i)-1 and under which Seller is currently paying for or is being paid for services rendered in connection with the Properties, together with all renewals, supplements, amendments and modifications thereof, and

any new such agreements entered into after the Effective Date, to the extent permitted by Section 7.1(c) . “Assigned Agreements” shall not include the Retained Agreements.

“ Assignments ” has the meaning set forth in Section 10.3(c) .

“ Authorities ” means the various federal, state, county, municipal and foreign governmental and quasi-governmental bodies or agencies having jurisdiction over the Properties or any portion thereof.

“ Bills of Sale ” has the meaning set forth in Section 10.3(b) .

“ Business Day ” means any day other than a Saturday, Sunday, or a day on which banks in the State of Illinois are permitted to be closed for business.

“ Certificate as to Foreign Status ” has the meaning set forth in Section 10.3(d) .

“ Certifying Person ” has the meaning set forth in Section 4.3(a) .

“ Closing ” means the consummation of the purchase and sale of the Purchased Assets contemplated by this Agreement, as provided for in Article X .

“ Closing Date ” means the date on which the Closing of the transactions contemplated hereby actually occurs.

“ Closing Notices ” has the meaning set forth in Section 10.3(e) .

“ Closing Statement ” has the meaning set forth in Section 10.4(b) .

“ Closing Surviving Obligations ” means the rights, liabilities and obligations set forth in Sections 3.2 , 4.3 , 5.3 , 7.1(k) , 8.1 , 8.2 , 8.4 , 8.5 , 8.7 , 10.4 , 11.2 , 11.3 , 11.4 , 14.1 , 16.1 , 18.4 and Article XIX , and any other provisions which pursuant to their terms survive Closing hereunder.

“ Code ” has the meaning set forth in Section 4.3 .

“ Confidentiality and Access Agreement ” means that certain Confidentiality and Access Agreement dated June 27, 2016 between Purchaser and Seller.

“ Consultants ” has the meaning set forth in Section 5.2(a) .

“ Conveyance Documents ” means the Deeds, the Bills of Sale and the Assignments.

“ Data Room ” means the internet website at created by Seller for posting due diligence materials for Purchaser’s review.

“ Deeds ” has the meaning set forth in Section 10.3(a) .

“ Due Diligence ” has the meaning set forth in Section 5.1(a) .

“ Earnest Money Deposit ” has the meaning set forth in Section 4.1 .

“ Effective Date ” has the meaning set forth in the Preamble to this Agreement.

“ Eleven-Year Lease ” means the form of Lease Agreement attached hereto as Exhibit F-2 .

“ Environmental Laws ” means each and every federal, state, county, municipal and foreign statute, ordinance, rule, regulation, code, order, requirement, directive, binding written interpretation and binding written policy pertaining to environmental matters or Hazardous Substances issued by any Authorities and in effect as of the date of this Agreement with respect to or which otherwise pertains to or affects the Real Property or the Improvements, or any portion thereof, the use, ownership, occupancy or operation of the Real Property or the Improvements, or any portion thereof, or Purchaser, and as the same have been amended, modified or supplemented from time to time prior to the Effective Date, including but not limited to the (1) Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), (2) Hazardous Substances Transportation Act (49 U.S.C. §1802 et seq.), (3) Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, (4) the Water Pollution Control Act (33 U.S.C. §1251 et seq.), (5) Safe Drinking Water Act (42 U.S.C. §300f et seq.), (6) Clean Water Act (33 U.S.C. §1321 et seq.), (7) Clean Air Act (42 U.S.C. §7401 et seq.), (8) Solid Waste Disposal Act (42 U.S.C. §6901 et seq.), (9) Toxic Substances Control Act (15 U.S.C. §2601 et seq.), (10) Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001 et seq.), (11) Radon Gas and Indoor Air Quality Research Act of 1986 (42 U.S.C. §7401 et seq.), (12) National Environmental Policy Act (42 U.S.C. §4321 et seq.), (13) Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. §9601 et seq.), (14) Occupational Safety and Health Act (29 U.S.C. §651 et seq.), (15) Refuse Act of 1999 (33 U.S.C. § 407 et seq.), (16) Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), (17) Marine Protection, Research and Sanctuaries Act (33 U.S.C. § 1401 et seq.), (18) Noise Control Act (42 U.S.C. § 4902 et seq.), (19) Atomic Energy Act (42 U.S.C. § 2011 et seq.) and (20) Nuclear Waste Policy Act of 1982 (42 U.S.C. § 10101 et seq.), as each or all may have been amended from time to time and any and all rules and regulations which have become effective prior to the date of this Agreement under such statutes.

“ Escrow Agent ” means Chicago Title Insurance Company having an address at 10 S. LaSalle Street, #3100, Chicago IL, 60603.

“ Escrowed Funds ” has the meaning set forth in Section 17.1(b) .

“ Estoppel ” has the meaning set forth in Section 5.5 .

“ Existing Leases ” means those certain agreements between Seller and any unrelated third party to lease, license or occupy a portion of any of the Properties together with any amendments, guarantees and other agreements relating thereto, together with all Tenant files in Seller’s possession and/or control with respect to the Existing Leases, and all claims, demands,

causes of action and other rights against Tenants and all guarantors of the Existing Leases, all of which are listed on Schedule 7.1(j) attached hereto and made a part hereof.

“ FMB Lease Memo ” has the meaning set forth in Section 10.3(j) .

“ Fourteen-Year Lease ” means the form of Lease Agreement attached hereto as Exhibit F-1 .

“ Governmental Regulations ” means all statutes, ordinances, rules and regulations of the Authorities applicable to Seller or the use or operation of the Properties or any portion thereof.

“ Hazardous Substances ” means (a) asbestos, radon gas and urea formaldehyde foam insulation, (b) any solid, liquid, gaseous or thermal contaminant, including smoke vapor, soot, fumes, acids, alkalis, chemicals, petroleum products or byproducts, polychlorinated biphenyls, phosphates, lead or other heavy metals and chlorine, (c) any solid or liquid waste (including, without limitation, hazardous waste), hazardous air pollutant, hazardous substance, hazardous chemical substance and mixture, toxic substance, pollutant, pollution, regulated substance and contaminant, and (d) any other chemical, material or substance, the use or presence of which, or exposure to the use or presence of which, is prohibited, limited or regulated by any Environmental Laws.

“ Improvements ” means all buildings, structures, fixtures (excluding Seller’s moveable trade fixtures), systems, parking areas and facilities and other improvements located on the Real Property, including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, landscaping, sidewalks and light fixtures together with all water control systems, utility lines and related fixtures and improvements, drainage facilities, landscaping improvements, fencing, roadways and walkways, and all privileges, rights, easements, hereditaments and appurtenances thereto belonging. For the avoidance of doubt, Improvements shall not include Personal Property.

“ Intangible Property ” means all intangible personal property relating to the Property or the ownership of the Property, including, without limitation: (i) all warranties, guarantees and bonds from third parties, including, without limitation, contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (ii) all deposits, reimbursement rights, refund rights, receivables and other similar rights from any governmental or quasi-governmental agency; and (iii) all liens and security interests in favor of Seller, together with any instruments or documents evidencing same, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims other than Permitted Encumbrances, but, in all cases, specifically excluding any proprietary or confidential materials and any property that serves or is used in connection with any property other than the Properties.

“ Licenses and Permits ” means, collectively, all of Seller’s right, title and interest, to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by the Authorities exclusively in connection with the Real Property and the Improvements, together with all renewals and modifications thereof.

“ Material Title Defects ” means title matters (other than zoning compliance) relating to any Property that are disclosed by Seller after the effective date of the applicable Title Commitment, in new title commitments or surveys obtained by Purchaser or in judgment and lien searches, if any, conducted by Purchaser after the effective date of the applicable Title Commitment, which matters are not Permitted Encumbrances or liens securing indebtedness for borrowed money to be paid or discharged by Seller prior to or at the Closing in accordance with this Agreement, and that individually or in the aggregate have a cost to remove, cure or otherwise satisfy in excess of $50,000 with respect to any individual Property.

“ McHenry Carey Property ” shall mean the real property commonly known as 1308 N. Richmond Drive, McHenry, IL, which, for the avoidance of doubt, is a Property.

“ McHenry Main Property ” shall mean the real property commonly known as 3510 West Elm Street, McHenry, IL, which, for the avoidance of doubt, is not a Property.

“ Notice of Pre-Closing Breach ” has the meaning set forth in Section 8.7 .

“ Permitted Encumbrances ” means, collectively, the following:

(a) applicable zoning and building ordinances and land use regulations that do not materially adversely affect the current use of the Properties;

(b) ad valorem tax liens, mechanics’, materialmens’ and artisan’s liens, special assessment liens and other similar liens, in each case not yet delinquent and subject to proration under Section 10.4 or being contested in good faith in appropriate proceedings (provided that with respect to the liens being contested, Seller will provide a statutory bond over such liens at the Closing or provide Purchaser with other security with respect to such liens reasonably acceptable to Purchaser such that the liens no longer encumber the applicable Property) (it being agreed by Purchaser and Seller that if any tax or assessment is levied or assessed with respect to the Properties before the Closing Date and Seller has the election to pay such tax or assessment either immediately or under a payment plan with interest, Seller may elect to pay under a payment plan, and the election shall be binding on Purchaser);

(d) the title matters disclosed in the Title Commitments and Surveys that are not set forth in Schedule 5.4(a)(i)-2 ; and

(f) any matters deemed to constitute Permitted Encumbrances under Sections 5.4 or 18.2 hereof; provided, however, liens that Seller has expressly agreed to remove or discharge under this Agreement and those set forth in Schedule 5.4(a)(i)-2 shall not be Permitted Encumbrances.

“ Personal Property ” means Seller’s right, title and interest in and to all furniture, equipment, appliances, tools, supplies, machinery, artwork, furnishings and other personal property attached to, appurtenant to, or situated at the Real Property at the time of the Closing

and used exclusively in connection with the ownership of the Real Property or Improvements, including any software that Seller uses to operate HVAC systems, energy management systems, or otherwise necessary for the day-to-day physical operation and management of the Real Property and Improvements to the extent owned by Seller, or is free software, or is licensed to Seller and assignable to Purchaser without licensor’s consent, all only to the extent listed on Schedule 2.1(c) . Notwithstanding the preceding sentence, “Personal Property” shall not include (a) any intellectual property, trade names, trademarks or proprietary or confidential materials of Seller or any Affiliate, including, without limitation, the names “First Midwest Bank”; “Bank with Momentum”; “First Midwest”; “First Midwest Financial Network”; “First Midwest Bancorp”; and “First Midwest Equipment Finance” (or any names containing derivations thereof) and any manuals, signage or other items containing the First Midwest Bank, First Midwest Bank, Bank with Momentum, First Midwest, First Midwest Financial Network and First Midwest Equipment Finance logos or name or the logo or name of any affiliate of Seller, (b) property that serves or is used only in connection with any property other than the Properties, (c) any property owned by a tenant under an Existing Lease, (d) any property leased by Seller and not used in connection with the ownership of the Real Property and Improvements, (e) any attorney work product or any attorney-client privileged documents, (f) any automated teller machines and safe deposit boxes (including the contents thereof), (g) any “active” exterior electronic security equipment used for perimeter control, (h) any “active” electronic communication equipment owned by Seller, (i) any cash, currency or other forms of legal tender on the Real Property, (j) any personal property deposited at the Real Property by third parties to be held by Seller on behalf of such third parties, (k) any intangible intellectual property owned, licensed or used by Seller, (l) any accounting or corporate records, (m) all information or data relating to Seller’s business or customers (other than information or data relating exclusively to the ownership of the Property and the Improvements) and (n) any securities. “Personal Property” shall also not include any furniture, office equipment, office appliances, tools, supplies, office machinery, artwork not permanently affixed to or part of the Improvements, furnishings, computer equipment, computer hardware, computer software (except as described above), computer programs, supplemental HVAC systems, customer lists and information, data center components, telephone or other communication systems or equipment, electricity and communication lines, conduit and duct banks that serve any property other than the Properties, generators, fuel tanks or other personal property and equipment (including, without limitation, trade fixtures in, on, around or affixed to the Real Property).

“ Phase I Reports ” means those certain Phase I environmental reports, including any updates thereto, respecting the Properties that were delivered to Purchaser by Seller’s Broker before the Effective Date.

“ Pre-Closing Breach Threshold ” means U.S. $100,000.00.

“ Pre-Closing Breaches ” has the meaning set forth in Section 8.7 .

“ Pre-Existing Title Defects ” means the matters set forth on Schedule 5.4(a)(i)-2 attached hereto, which had been identified by the Purchaser in accordance with the Supplemental Agreement.

“ Properties ” has the meaning set forth in Recital A.

“ Property ” has the meaning set forth in Recital A.

“ Property Deductible ” has the meaning set forth in Section 8.5 .

“ Proration Items ” has the meaning set forth in Section 10.4(a) .

“ Proration Time ” has the meaning set forth in Section 10.4(a) .

“ Purchase Price ” has the meaning set forth in Section 3.1 .

“ Purchased Assets ” has the meaning set forth in Section 2.1 .

“ Purchaser ” has the meaning set forth in the Preamble to this Agreement.

“ Purchaser Closing Documents ” has the meaning set forth in Section 10.2 .

“ Purchaser’s Costs ” has the meaning set forth in Section 3.3 .

“ Purchaser’s Pursuit Costs ” means the reasonable, actual, third-party, out-of-pocket expenses incurred by Purchaser or a Qualified Assignee in connection with its investigation of the Properties.

“ Qualified Assignee ” means any entity that is an Affiliate of the Purchaser.

“ Real Property ” means those certain parcels of real property comprising the Properties, as more particularly described on the legal descriptions attached hereto as Exhibit 1 of Schedule 2.1(a) (collectively, the “ Land ”) together with all of Seller’s right, title and interest in, to and under: (i) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Land and/or the Improvements; (ii) all water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Land and/or the Improvements; (iii) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Land and/or the Improvements; (iv) all minerals, oil, gas and other hydrocarbons located in, on or under the Land, together with all rights to surface or subsurface entry; and (v) all streets, roads, alleys or other public ways adjoining or serving the Land, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Land.

“ Retained Agreements ” means all service agreements, maintenance contracts, equipment leasing agreements, warranties, guarantees, bonds, open purchase orders and other agreements and contracts for the provision of labor, services, materials or supplies relating to the Real Property, Improvements or Personal Property that are not listed on Schedule 8.1(i)-1 as Assigned Agreements. The Retained Agreements will not be assigned to Purchaser at Closing.

“ Scheduled Closing Date ” means the date that is fifteen (15) days after the Effective Date, provided that if such date is not a Business Day, then the Scheduled Closing Date shall be the immediately succeeding Business Day.

“ Seller ” has the meaning set forth in the Preamble to this Agreement.

“ Seller Closing Documents ” has the meaning set forth in Section 10.3 .

“ Seller Confidential Information ” has the meaning ascribed to that term in the Confidentiality and Access Agreement.

“ Seller Lease Agreements ” shall mean, collectively, those lease agreements to be entered into between Purchaser and Seller for the Properties on the Closing Date pursuant to Section 18.1 .

“ Seller Parties ” means, collectively, Seller and the directors, officers, employees, members, controlling persons, successors and assigns of Seller.

“ Seller’s Broker ” has the meaning set forth in Section 16.1 .

“ Seller’s Knowledge ” means the present actual (as opposed to constructive, imputed or implied) knowledge solely of the persons for each Property set forth on Schedule 8.6 without any duty of independent investigation or inquiry whatsoever.

“ Seller’s Representatives ” has the meaning set forth in Section 5.2(d) .

“ Significant Portion ” means, with respect to a Property, any taking by condemnation or destruction or damage by fire or other casualty where the parties reasonably estimate the proceeds from such condemnation or the cost to repair the damage or destruction to be in excess of ten percent (10%) of the Purchase Price allocated to the Property as set forth on Schedule 3.1 .

“ SNDAs ” has the meaning set forth in Section 10.2(c) .

“ Sub-Portfolio I Properties ” means those certain Properties identified on Schedule 18.1 as “Sub-Portfolio I” that shall be leased back by Seller pursuant to the Fourteen-Year Lease as of the Closing.

“ Sub-Portfolio II Properties ” means those certain Properties identified on Schedule 18.1 as “Sub-Portfolio II” that shall be leased back by Seller pursuant to the Eleven-Year Lease as of the Closing.

“ Supplemental Agreement ” means the Supplemental Agreement dated as of June 27, 2016 by and between Purchaser and Seller, as amended by that certain First Amendment to Supplemental Agreement dated as of July 14, 2016 and that certain Second Amendment to Supplemental Agreement dated as of August 2, 2016.

“ Surveys ” has the meaning set forth in Section 5.4(a) .

“ Tenants ” shall mean those individuals, corporations, partnerships, limited liability companies or other entities renting or occupying space in the Real Property under the Existing Leases. All references in this Agreement to a “ Tenant ” shall mean and refer to the applicable Tenant.

“ Termination Surviving Obligations ” means the rights, liabilities and obligations set forth in Sections 5.2(f) , 5.3 and 16.1 , and Articles IX , XII , XIII and XIV , and any other provisions which pursuant to their terms survive any termination of this Agreement.

“ Title Commitments ” has the meaning set forth in Section 5.4(a) .

“ Title Company ” means Chicago Title Insurance Company.

“ Title Objections ” means, collectively, (a) any Material Title Defects that are timely objected to by Purchaser in accordance with this Section 5.4(b) , and (b) the Pre-Existing Title Defects.

“ Title Policies ” means the owner’s title policies to be issued by the Title Company that will insure the fee simple of Purchaser in the Properties in accordance with this Agreement.

Section 1.2 References; Exhibits and Schedules . Except as otherwise specifically indicated, all references in this Agreement to articles, sections or subsections refer to articles, sections or subsections of this Agreement, and all references to exhibits or schedules refer to the exhibits or schedules attached hereto, all of which exhibits and schedules are incorporated into, and made a part of, this Agreement by reference. The words “herein,” “hereof,” “hereinafter” and words and phrases of similar import refer to this Agreement as a whole and not to any particular section or article.

ARTICLE II
AGREEMENT OF SALE AND PURCHASE

Section 2.1 Agreement . Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on the Closing Date and subject to the terms and conditions of this Agreement, all of the following (collectively, the “ Purchased Assets ”):

(a) the Real Property;

(b) the Improvements;

(d) to the extent assignable, the Assigned Agreements, including any Security Deposits held in conjunction with an Assigned Agreement;

(e) to the extent assignable, the Licenses and Permits; and

(f) the Intangible Property, provided that Seller shall, for the Properties, retain the right to exercise any rights under any warranties, guarantees and bonds from third parties during such time as Seller, or its Affiliates, leases the applicable Property.

ARTICLE III
CONSIDERATION

Section 3.1 Purchase Price. The purchase price for the Purchased Assets (the “ Purchase Price ”) shall be the amount set forth on Schedule 3.1 and shall be allocated among the Properties as set forth on Schedule 3.1 . The Purchase Price shall be payable as provided in Section 3.3 . Seller and Purchaser shall use the allocation set forth on Schedule 3.1 in their dealings with one another pursuant to this Agreement, including for purposes of reporting this transaction for transfer tax and similar purposes, but each of Seller and Purchaser expressly reserve the right to allocate the Purchase Price as to any one or all of the Properties for federal, state, local and foreign income tax purposes, for its own internal purposes and in its dealings with all other third parties in such a manner as each of Seller and Purchaser shall reasonably determine, notwithstanding the allocations set forth on Schedule 3.1 . Seller and Purchaser acknowledge and agree that the value of the Personal Property that is included in the transaction contemplated by this Agreement is de minimis and no part of the Purchase Price is allocable thereto.

Section 3.2 Assumption of Obligations . As additional consideration for the purchase and sale of the Purchased Assets, at the Closing, Purchaser will assume all of the covenants and obligations of Seller pursuant to the Assigned Agreements and the Licenses and Permits which first arise or accrue on or subsequent to the Closing Date. Seller shall be liable for and shall satisfy or cause to be satisfied all of the obligations of Seller pursuant to the Assigned Agreements and the Licenses and Permits that arise or accrue prior to the Closing.

Section 3.3 Method of Payment of Purchase Price . No later than 1:00 p.m. Central Time on the Closing Date, Purchaser shall deliver to Escrow Agent the Purchase Price (less all of the Earnest Money Deposit), together with all other costs and amounts to be paid by Purchaser at the Closing pursuant to the terms of this Agreement (“ Purchaser’s Costs ”), by wire transfer of immediately available funds to the account of Escrow Agent in the amounts set forth on Schedule 3.1 . Escrow Agent, following written authorization and instruction by the parties at the Closing, shall (i) pay directly to Seller by wire transfer of immediately available funds to the accounts designated by Seller, the Purchase Price, less any costs or other amounts to be paid by Seller at the Closing pursuant to the terms of this Agreement and as provided in the written instructions to the Escrow Agent), as adjusted for prorations, if any, provided for herein and other Closing adjustments, (ii) pay to the appropriate payees out of the proceeds of the Closing payable to Seller as described in clause (i) above all costs and amounts to be paid by Seller at the Closing pursuant to the terms of this Agreement, and (iii) pay Purchaser’s Costs to the appropriate payees at the Closing pursuant to the terms of this Agreement.

Section 3.4 Indivisible Economic Package . Except as otherwise expressly provided in this Agreement, Purchaser has no right to purchase, and Seller has no obligation to sell less than all of the Purchased Assets, it being the express agreement and understanding of Purchaser and

Seller that, as a material inducement to Seller and Purchaser to enter into this Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all of the Purchased Assets, subject to and in accordance with the terms and conditions of this Agreement.

Section 3.5 Withholding Taxes on Purchase Price . It is intended by both Parties that no deduction or withholding shall be required from the sum payable by Purchaser to Seller. In the event, however, the ownership structure of Purchaser or any Qualified Assignee causes any deduction or withholding from any sum payable to Seller, then the sum payable by Purchaser upon which such deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Seller receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Seller would have received and retained in the absence of such required deduction or withholding. If Purchaser is permitted to withhold from any sum payable to Seller pursuant to this Section 3.5 , Purchaser shall (a) notify Seller of its intention to withhold prior to such withholding, (b) provide Seller with all statutory or other legal authority requiring such withholding, (c) deliver to Seller duly completed and timely executed forms as may be required for the purposes of claiming the benefits of applicable taxes and/or of any applicable tax treaty, and (d) perform any other acts reasonably requested by Seller in connection therewith. For the avoidance of doubt, this provision shall not apply to any withholding made in connection with any liability under any Illinois law related to the bulk sale of the Properties.

ARTICLE IV
EARNEST MONEY DEPOSIT
AND ESCROW INSTRUCTIONS

Section 4.1 The Earnest Money Deposit . On or before the date hereof, Purchaser shall deposit with the Escrow Agent by wire transfer of immediately available funds the amount set forth in Schedule 3.3 as the earnest money deposit on account of the Purchase Price (the “ Earnest Money Deposit ”).

Section 4.2 Escrow Instructions . The Earnest Money Deposit shall be held in escrow by the Escrow Agent in an interest-bearing account in accordance with the provisions of Article XVII .

Section 4.3 Designation of Certifying Person . In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and any related reporting requirements of the Code, the parties hereto agree as follows:

(a) The Escrow Agent agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, and Seller and Purchaser hereby designate the Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the “ Certifying Person ”).

(b) Seller and Purchaser each hereby agree:

(i) to provide to the Certifying Person all information and certifications regarding such party, as reasonably requested by the Certifying Person or otherwise required to be provided by a party to the transactions described herein under Section 6045 of the Code; and

(ii) to provide to the Certifying Person such party’s taxpayer identification number and a statement in such form as may be requested by the Certifying Person, signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Certifying Person is correct.

ARTICLE V
TITLE AND OTHER PROPERTY RELATED MATTERS

Section 5.1 Purchaser’s Inspections and Due Diligence . (a) Prior to the Effective Date, Purchaser and Seller executed and delivered the Confidentiality and Access Agreement pursuant to which Purchaser has conducted its title, survey, environmental, physical and structural examinations, inspections, testing, studies and investigations of the Properties to the extent it deemed necessary in accordance with the terms and conditions of the Confidentiality and Access Agreement (collectively, the “ Due Diligence ”). Except for any limitations as may be imposed by this Section 5.1 and Section 5.2 below, Purchaser may continue to conduct, at Purchaser’s sole cost and expense, such further Due Diligence as it deems necessary or appropriate, and examine and investigate to its full satisfaction the facts, circumstances, and matters relating to the title, survey, environmental, physical and structural condition of the Properties, provided that no such Due Diligence shall provide Purchaser the right to terminate this Agreement or reduce the Purchase Price, except as expressly set forth herein.

(b) Purchaser acknowledges and agrees that (i) prior to the Effective Date, Purchaser has completed its review, inspection, examination, testing, studies, investigations, analysis and verification of all matters (including, without limitation, the Assigned Agreements, the Retained Agreements, the Licenses and Permits, market conditions, pending litigation, compliance with Governmental Regulations, the environmental condition of the Properties, and the physical and structural condition of the Properties) except new title and survey matters arising since the date of the Title Commitments described in this Article V , (ii) the right to conduct further Due Diligence has been given to Purchaser solely as an accommodation to Purchaser in connection with Purchaser’s contemplated ownership of the Properties following the Closing, and (iii) after the Effective Date, Purchaser shall have no right to terminate this Agreement for any reason (including on account of the results of any further Due Diligence) except as expressly provided in this Agreement. If this Agreement is terminated pursuant to any express right of termination provided herein, Purchaser will promptly, at Seller’s option, use commercially reasonable efforts to either deliver all of the Seller Confidential Information to Seller or destroy all of the Seller Confidential Information and certify such destruction to Seller. Notwithstanding the foregoing, Purchaser may retain copies of the Seller Confidential Information, provided it shall do so in accordance with Article XII of this Agreement: (w) if necessary to comply with its record keeping requirements; (x) that have been created electronically pursuant to its standard archiving or back-up procedures; or (y) for purposes of

defending any legal action relating to this Agreement that is pending at the time of Seller’s destruction or return demand.

(c) Seller acknowledges and agrees that Purchaser shall have until 5:00 p.m., Central Standard Time, on the date which is two (2) Business Days prior to the Closing Date (the “ Exclusion Period ”) to exclude a Property (an “ Excluded Property ”) from the transactions contemplated by this Agreement by delivering written notice thereof to Seller on or before the expiration of the Exclusion Period (a “ Notice of Exclusion ”); provided, that, a Property may be excluded from the transaction contemplated by this Agreement solely in the event that Purchaser has reasonably determined with respect to any such Excluded Property that any of the following has occurred after the Effective Date and did not exist on the Effective Date: (A) a material violation of applicable zoning laws has occurred, (B) Hazardous Substances have been introduced or released onto a Property which could reasonably be determined to have a material adverse effect on the fair market value of the Property or for which remediation is required by Environmental Law, or (C) a material physical defect or defects in the Improvements for such Property. If Purchaser delivers a Notice of Exclusion, such Notice of Exclusion shall include a reasonably detailed description of the condition(s) described in the immediately preceding sentence and/or (A), (B), and/or (C) above which condition(s) gave rise to such Notice of Exclusion. If Purchaser does not timely deliver a Notice of Exclusion, Purchaser shall be conclusively deemed to have waived its right to elect to exclude a Property during the Exclusion Period and shall be conclusively deemed to have elected to purchase all of the Properties in accordance with the terms and conditions of this Agreement subject to such item. In the event Purchaser timely delivers a Notice of Exclusion, then, unless prior to Closing, Seller has cured the event giving rise to the Notice of Exclusion, (i) the Property shall be excluded from this Agreement, (ii) the Purchase Price shall be adjusted to account for the exclusion of such Excluded Property by deducting the amount of the Purchase Price allocated to such Properties on Schedule 3.1 and (iii) neither party shall have any further rights or obligations hereunder with respect to such Excluded Property, except for the obligations expressly deemed, pursuant to the terms and provisions of this Agreement, to survive the termination of this Agreement.

Section 5.2 Site Visits . (a) Purchaser and the Qualified Assignees and their respective authorized agents, contractors, consultants and representatives (collectively, the “ Consultants ”) shall have reasonable access to the Properties on at least one (1) Business Day’s prior notice to Seller during normal business hours or such other reasonable times as mutually agreed upon by Seller and Purchaser solely for the purpose of inspecting the physical and structural condition of the Properties and conducting non-invasive physical inspections and tests, which notice must contain the specific Properties that Purchaser wishes to access, the type of diligence being performed, including the names of any Consultants, and, if available to Purchaser, a detailed schedule, including reasonably estimated times of arrival and departure, for such access; provided, however, that such inspections or tests will not unreasonably disrupt or disturb (i) the ongoing operation of the Properties, (ii) Seller’s ongoing business activities, or (iii) any services to the Properties. Purchaser’s notice shall describe the scope of the Due Diligence that Purchaser or the Consultants intend to conduct during their access to the Properties and the estimated duration of the required access. Purchaser will submit a list to Seller of the Consultants (along with the specific individuals accessing a specific Property) that Purchaser desires to use for the Due Diligence for Seller’s review and approval, which approval shall not be unreasonably

withheld. Purchaser and the Consultants must provide reasonably appropriate identification prior to entering any of the Properties. Seller will make an agent available to accompany Purchaser or the Consultants during the Due Diligence, and in all events, Purchaser and the Consultants will not have access to any of the Properties unless a representative of Seller has the opportunity to be present. Purchaser may request any and all publicly available information about the Properties from the Authorities, but Purchaser will not disclose to any Authority the results of any inspection, sampling or testing conducted at any Property without the Seller’s prior written consent, except to the extent the disclosure is required by any Governmental Regulations. Notwithstanding anything herein to the contrary, Purchaser hereby acknowledges and agrees that Purchaser and its Consultants shall only have the right to enter any vaults or other areas designated or marked by Seller as “Restricted”, “secure areas” or otherwise with the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, and if Seller’s consent is granted, any such entry shall be made only with a representative of Seller being present.

(b) If Purchaser desires to conduct any physically intrusive Due Diligence, such as sampling of soils, other media or building materials, Phase II inspections or the like, Purchaser will identify in writing the specific procedures Purchaser desires to perform, provide Seller with a detailed scope of work and request Seller’s express written consent. Seller may withhold or condition consent to any physically intrusive Due Diligence in Seller’s sole discretion, and in no event will Purchaser be permitted to perform any Phase II or equivalent environmental inspection of any Property without Seller’s express written consent which may be withheld in Seller’s sole discretion. If Seller objects to the procedures requested by Purchaser, Seller will describe the basis for its objection to Purchaser and may (but will not be obligated to) propose to Purchaser a reasonable alternative for resolving the issue giving rise to the request for intrusive Due Diligence. Upon receipt of Seller’s written consent, if granted, Purchaser and the Consultants shall comply with the Due Diligence procedures agreed upon between Purchaser and Seller. Purchaser and the Consultants will perform all of the Due Diligence (whether intrusive or non-intrusive) in accordance with the Governmental Regulations and will not engage in any activities that would violate any Licenses and Permits or Governmental Regulations.

(c) At Seller’s option, Purchaser and the Consultants shall wear on a visible location on their body an identification card approved by Seller in its reasonable judgment and provided by Seller at the sole cost and expense of Seller. Such identification card shall be clearly distinguishable from the identification cards issued to Seller’s Representatives, and Purchaser and the Consultants will comply with Seller’s requirements for “badging in” and “badging out” of the Properties. Seller, or a representative or agent designated by Seller, shall have the right to accompany Purchaser or its Consultants at the time Purchaser or its Consultants are on or about any Property. While at the Properties, Purchaser and the Consultants shall comply with all reasonable written safety procedures established for each Property that the Sellers may from time to time impose, and any rules and regulations of Seller for each Property.

(d) In conducting the Due Diligence, Purchaser and the Consultants shall not (i) materially disturb or materially interfere with the operation, management and use of the Properties by the Seller or any of its respective representatives, agents, employees, contractors, vendors or customers (collectively, the “ Seller’s Representatives ”), (ii) materially damage or

materially affect the Improvements or (iii) injure any Sellers’ Representative located in or about the Properties.

(e) Purchaser shall maintain (i) commercial general liability insurance, including blanket contractual liability insurance, on a per occurrence basis and in an amount of not less than $4,000,000 covering any personal injury and property damage arising in connection with the presence of Purchaser or the Consultants on the Properties, (ii) comprehensive automobile liability insurance covering all owned, non-owned and hired vehicles, with limits of not less than $1,000,000 combined single limit for personal injury and property damage, and (iii) statutory worker’s compensation and employer’s liability coverage, or qualified self-insurance, with sufficient evidence of such self-insurance as reasonably requested by Seller. Purchaser will deliver a certificate of insurance that names Seller as an additional insured thereunder, verifying such coverage to the Seller prior to entry upon the Properties. All insurance will be provided by insurance companies reasonably acceptable to Seller, authorized to do business in the state and/or country where the respective Property is located and rated not less than A-VII in Best’s Insurance Guide . The liability insurance will be a primary policy and not in excess or contributing with or secondary to any other insurance that may be available to Seller. Seller retains the right to request certificates of insurance from each Consultant prior to entering any of the Properties to ensure compliance with this Agreement. In the event Purchaser’s insurance is materially changed in a manner which may affect Seller’s interest or is going to be cancelled, Purchaser will provide Seller written notice 30 days prior to any such change or cancellation.

(f) Purchaser and the Consultants will, at their sole cost and expense, (i) promptly pay when due the costs of all entry, inspections and examinations done with regard to the Properties, (ii) restore the Properties to substantially the condition in which they were found before any such entry upon the Properties and inspection or examination was undertaken and (iii) repair any damage to the Properties which occurs due to such activities within 10 days after such damage occurs.

(g) Purchaser may not communicate or conduct interviews with any facilities or property manager, leasing agent, employee of Seller or lender without the prior written consent of Seller, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Purchaser may communicate with those certain employees of Seller that are designated in writing by Seller, but such communication shall be solely for the purpose of performing the Due Diligence contemplated herein. If Seller consents to an interview of any facilities or property manager, leasing agent, employee or lender, such interview shall not unreasonably disrupt or disturb (i) the ongoing operation of the Properties or Seller, (ii) Seller’s ongoing business, or (iii) any services to the Properties. Seller will have the right to have a representative present at all times during any such interviews.

(h) Purchaser agrees that any information obtained by Purchaser and its Consultants from the Due Diligence shall be treated as confidential pursuant to the Confidentiality and Access Agreement and Article XII and shall be used only in connection with the acquisition of the Purchased Assets.

Section 5.3 DUE DILIGENCE INDEMNITY . PURCHASER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND THE SELLER PARTIES FROM AND AGAINST ALL CLAIMS, ACTIONS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES, ARISING OUT OF INJURY OR DEATH TO PERSONS OR DAMAGE TO ANY OF THE PURCHASED ASSETS, INCLUDING ANY PROPERTY OF TENANTS UNDER LEASES OR OTHERWISE, AND INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED, SUFFERED BY, OR CLAIMED AGAINST SELLER CAUSED BY (a) PURCHASER’S OR ANY OF ITS CONSULTANTS’ ENTRY UPON THE PROPERTIES AND ANY OF THE DUE DILIGENCE ACTIVITIES, INCLUDING, BUT NOT LIMITED TO, THE COSTS OF REMEDIATION, RESTORATION AND OTHER SIMILAR ACTIVITIES, MECHANICS’ AND MATERIALMENS’ LIENS AND ATTORNEYS’ FEES ARISING OUT OF OR IN CONNECTION WITH THE DUE DILIGENCE; PROVIDED, HOWEVER, THAT PURCHASER SHALL HAVE NO DUTY TO DEFEND OR INDEMNIFY SELLER FOR ANY LOSSES ARISING OUT OF CONDITIONS MERELY DISCOVERED, BUT NOT CAUSED OR CONTRIBUTED TO, BY PURCHASER OR ITS CONSULTANTS, AND (b) ANY BREACH OF THIS AGREEMENT BY PURCHASER OR ANY CONSULTANT OR ANY OF THEIR RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, AGENTS, MEMBERS, SHAREHOLDERS, ATTORNEYS OR REPRESENTATIVES. THE PROVISIONS OF THIS SECTION 5.3 SHALL SURVIVE THE CLOSING OR, IF THE CLOSING DOES NOT OCCUR, ANY TERMINATION OF THIS AGREEMENT, AND SHALL NOT BE SUBJECT TO ANY LIMITATION OF LIABILITY SET FORTH HEREIN.

Section 5.4 Title . (a) Purchaser acknowledges and agrees that it has received and approves of, except those liens that Seller is obligated to pay or discharge under Section 5.4(e) , all of which will not be Permitted Encumbrances, (i) all title matters shown on the title commitments (each a “ Title Commitment ,” and collectively the “ Title Commitments ”) listed on Schedule 5.4(a)(i)-1 proposing to insure Purchaser with respect to each of the corresponding Properties listed on Schedule 2.1(a) , except for Pre-Existing Title Defects, (ii) all title exception documents referred to in the Title Commitments, (iii) all matters shown on the existing surveys (the “ Surveys ”) for the Properties made available to Purchaser and listed on Schedule 5.4(a)(iii) , and (iv) all other Permitted Encumbrances.

(b) Prior to the Closing, Purchaser shall have the right to object in writing to any Material Title Defects, within 10 days of receipt of written notice from Seller disclosing such Material Title Defect, or of the revised, updated or new Title Commitment or Survey, as applicable, or by the Closing if less than 10 days remain to the Closing, which notice shall extend the Scheduled Closing Date by ten (10) days. Unless Purchaser shall timely object to a Material Title Defect in accordance with this Section 5.4(b) , each such Material Title Defect not so timely objected to and all other matters which affect the Seller’s title to the Properties shall be deemed to constitute Permitted Encumbrances other than the liens that Seller is obligated to pay or discharge under Section 5.4(e) .

(c) Prior to and as a condition of the Closing of the affected Properties, Seller will remove, cure or otherwise satisfy the Pre-Existing Title Defects. With respect to each Title Objection that is a Material Title Defect, Seller may elect, in its sole discretion, by notice to

Purchaser delivered by the date that is the earlier of the Closing Date and the date that is 5 Business Days after receipt of Purchaser’s notice of any Material Title Defect, to (i) if such Title Objections for an individual Property exceed U.S. $50,000, decrease the Purchase Price allocated on Schedule 3.1 for the relevant Property by the excess of the cost to remove, cure or otherwise satisfy such Title Objections relating to that Property over U.S. $50,000, as reasonably determined by the parties; or (ii) remove, cure or otherwise satisfy such Title Objections and/or decrease the Purchase Price as provided in clause (i) above such that the sum of the cost to remove, cure or otherwise satisfy the cured Title Objections and such decrease in the amount of the Purchase Price is equal to the excess of the cost to remove, cure or otherwise satisfy any Title Objections over U.S. $50,000; or (iii) elect not to remove, cure or otherwise satisfy one or more Title Objections such that there are still Material Title Defects. Seller may cure any Title Objection by causing the Title Company at Seller’s expense to insure over the Title Objection or remove such Title Objection from the Title Policy (provided the Title Company agrees in the Title Policy or in a separate agreement or undertaking to do the same for Purchaser’s successors and assigns as their interests may appear or to otherwise indemnify subsequent title companies that provide insurance over such Title Objection), whether such insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise. If Seller fails to timely make an election pursuant to this Section 5.4(c) , it shall be deemed to have elected (iii) herein.

(d) If there are still Material Title Defects that exceed U.S. $150,000 in aggregate for the Properties and Seller elects (or is deemed to elect) not to remove, cure or otherwise satisfy such Material Title Defects, Purchaser may elect, by delivery of notice to Seller within five (5) Business Days after receipt of Seller’s election or deemed election, to either (i) terminate this Agreement in its entirety as to all Properties and receive a refund of the Earnest Money Deposit and all interest earned thereon and thereafter and Seller shall reimburse Purchaser or its Qualified Assignee for Purchaser’s Pursuit Costs incurred in connection with the transaction contemplated by this Agreement in an amount not to exceed U.S. $1,500,000.00 upon receipt of substantiating documentation of such expenses reasonably satisfactory to Seller, and the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations, or (ii) waive such Title Objections, in which event such Title Objections shall be deemed Permitted Encumbrances, and proceed to the Closing without any reduction of or credit against the Purchase Price. If Purchaser fails to deliver notice making the election in clause (i) or (ii) within two 2 days before the Scheduled Closing Date, Purchaser will be deemed to have made the election in clause (ii).

(e) Notwithstanding the foregoing, Seller will (i) at the Closing cause the release of any liens securing indebtedness for borrowed money and any other monetary liens placed upon any Property by or on behalf of Seller or any Affiliate, and (ii) at or before the Closing cause the release of or provide a statutory bond to release any mechanics’ liens placed upon the Properties by a third party in connection with work performed on the applicable Property on behalf of Seller or Tenant (unless placed upon the Property on behalf of Purchaser) and any judgment liens, and such liens shall not be Permitted Encumbrances. In lieu of removing or providing a statutory bond to release mechanics’ liens as described in this Section 5.4(e) , Seller may provide Purchaser with other security with respect to such liens reasonably acceptable to Purchaser. Seller may elect but shall not be obligated to release any other

monetary liens that are placed upon the Properties by third parties (but if such liens are Material Title Defects, the provisions of this Sections 5.4(b)-(d) shall apply).

(f) If there are title matters with respect to any individual Property that would be Material Title Defects but for the fact they have a cost to remove, cure or otherwise satisfy of U.S. $50,000 or less, and Seller is not otherwise required to cure such title matters pursuant to the terms of this Section 5.4 , and Seller has not removed, cured or otherwise satisfied such title matters by the Closing Date, the parties shall proceed to the Closing with respect to such Property without any reduction of or credit against the Purchase Price allocable to such Property, but an amount equal to the lesser of (i) Purchaser’s actual costs to remove, cure or otherwise satisfy any Title Objections with respect to such Property and (ii) U.S. $50,000 will be credited against the Property Deductible set forth in Section 8.5 .

Section 5.5 Tenant Estoppel Certificates . On or before the date hereof, Seller shall have delivered to Purchaser fully completed and executed estoppel certificates for all Seller Lease Agreements in substantially the form attached hereto as Exhibit J , which shall be dated as of the Closing Date (the “ Estoppel ”). The Estoppel shall be duly executed by the appropriate tenant under the Seller Lease Agreements.

ARTICLE VI
“AS IS” TRANSACTION

Section 6.1 SALE “AS IS” . THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS PREVIOUSLY CONDUCTED ITS OWN INDEPENDENT EXAMINATION AND DUE DILIGENCE REVIEW OF THE PURCHASED ASSETS, INCLUDING ALL INFORMATION PROVIDED IN THE DATA ROOM. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONFIDENTIALITY AND ACCESS AGREEMENT, THE SUPPLEMENTAL AGREEMENT OR THE SELLER LEASE AGREEMENTS, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY SELLER PARTY OR OF ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE.

OTHER THAN THE MATTERS REPRESENTED IN SECTION 8.1 AND WARRANTIES IN ANY CONVEYANCE DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY

OF THE PURCHASED ASSETS, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PURCHASED ASSETS AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PURCHASED ASSETS WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN THEIR PRESENT CONDITION AND STATE OF REPAIR, “ AS IS, WHERE IS, WITH ALL FAULTS ” .

PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE PURCHASED ASSETS. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY TO CONDUCT AND HAS CONDUCTED SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PURCHASED ASSETS AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE LIMITED MATTERS REPRESENTED BY SELLER IN SECTION 8.1 HEREOF AND WARRANTIES IN ANY CONVEYANCE DOCUMENTS) NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES AND AGREES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY DOCUMENT OR OTHER INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER. UPON THE CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON THE CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL PURCHASE AND ACCEPT THE PURCHASED ASSETS, “ AS IS, WHERE IS, WITH ALL FAULTS ” . PURCHASER FURTHER ACKNOWLEDGES AND

AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PURCHASED ASSETS BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN OR IN ANY CONVEYANCE DOCUMENTS. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE REFLECTS THE “ AS IS, WHERE IS ” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PURCHASED ASSETS. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THE SIGNIFICANCE OF EACH AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PURCHASED ASSETS TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

ARTICLE VII
COVENANTS

Section 7.1 Interim Operating Covenants . Seller covenants to Purchaser that, from the Effective Date until the Closing, Seller will:

(a) Operations . Continue to operate, manage and maintain the Properties in the ordinary course of Seller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Article XI , provided that Seller’s obligations under this Section 7.1(a) shall not include any obligations to make capital expenditures or any other expenditure not incurred in Seller’s ordinary course of business.

(b) Compliance with Governmental Regulations . Not knowingly take any action that would result in a failure to comply in all material respects with all applicable Governmental Regulations, it being understood and agreed that prior to the Closing, Seller will have the right to contest any such Governmental Regulations.

(c) Assigned Agreements . Not enter into any new Assigned Agreements or leases or licenses for any portion of the Properties or amend or terminate any existing Assigned Agreements without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) Notices . To the extent received by Seller, promptly deliver to Purchaser copies of written default notices, notices of lawsuits and notices of violation from any Authority affecting the Properties.

(e) Insurance . Maintain in full force and effect existing insurance coverages or replacement insurance with coverage that is not materially less favorable.

(f) Notifications . Promptly notify Purchaser if it receives notice of or otherwise becomes aware of any material change to the representations and warranties contained in Section 8.1 or any representations and warranties set forth in the Estoppels.

(g) Marketing the Purchased Assets . From the Effective Date until the Closing or earlier termination of this Agreement, not sell the Purchased Assets to a third party or enter into an agreement with a third party concerning the sale of the Purchased Assets.

(h) Sale of the Purchased Assets . Except to the extent otherwise permitted under this Agreement or relating to items approved in writing or deemed approved by Purchaser in accordance with the terms of this Agreement, and except as permitted under the applicable Seller Lease Agreement as if such Seller Lease Agreement were in effect, not sell, assign, or convey any right, title or interest in or to any of the Properties, or create or permit to exist any lien, security interest, easement, encumbrance, charge or condition affecting any of the Properties (other than Permitted Encumbrances).

(i) Encumbrances . Not create or permit any new encumbrances to be placed upon any of the Properties other than as described in Schedule 7.1(i) or otherwise contemplated by this Agreement.

(j) Conversion of Existing Leases . Cause all Existing Leases to be converted to a “true” sublease with Seller as sublandlord that is subordinated to the applicable Seller Lease Agreement or terminated prior to the Closing.

(k) Hazardous Substances . Not bring (or knowingly permit to be brought) on to, or remove or dispose from, any of the Properties, any Hazardous Substances in violation of applicable Environmental Laws.

(l) Alterations . Except to the extent otherwise permitted under this Agreement or relating to items approved in writing or deemed approved by Purchaser in accordance with the terms of this Agreement (which approval shall not be unreasonably withheld, delayed or conditioned), and except as permitted under the applicable Seller Lease Agreement if such Seller Lease Agreement were in effect, perform or cause to be performed any improvements, changes or alterations to any of the Properties which (x) will have a material adverse effect upon the value of such Property, or (y) will have a material adverse effect upon the structural integrity of the Building located on such Property.

(m) REA Estoppels . Use commercially reasonable efforts to provide Purchaser estoppels for certain reciprocal easement agreements or similar documents affecting the Properties listed on Schedule 8.1(m) on or before the Closing Date, in a form provided by Purchaser to Seller as of the date hereof, subject to Seller’s reasonable approval.

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES

Section 8.1 Seller’s Representations and Warranties . The following constitute the sole representations and warranties of Seller (other than any warranties in the Conveyance Documents), which representations and warranties shall be true as of the Effective Date and, subject to Section 8.3 , as of the Closing Date. Subject to the limitations set forth in Sections 8.3 and 8.4 of this Agreement, Seller represents and warrants to Purchaser the following:

(a) Status . Seller is (i) an Illinois state chartered bank, (ii) duly organized and validly existing under the laws of the State of Illinois and (iii) qualified or authorized to transact business in each jurisdiction in which its ownership or leasing of the Purchased Assets makes such qualification or authorization necessary.

(b) Authority . The execution and delivery of this Agreement and the Confidentiality and Access Agreement and the performance of Seller’s obligations hereunder and thereunder have been or will be duly authorized by all necessary action on the part of Seller, and this Agreement and the Confidentiality and Access Agreement constitute the legal, valid and binding obligations of Seller.

(c) Non-Contravention . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby do not (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any material agreement or instrument to which Seller is a party or by which it is bound, or (iii) violate any law, statute, rule or regulation by which Seller is bound.

(d) Consents . No consent, waiver, approval or authorization is required from any person, entity or Authority in the United States (that has not already been obtained) in connection with the execution and delivery of this Agreement and the Confidentiality and Access Agreement by Seller or the performance by Seller of the transactions contemplated hereby.

(e) Suits and Proceedings . Except as listed on Schedule 8.1(e) , there are no legal actions, suits or similar proceedings pending or to Seller’s Knowledge served or threatened in writing against Seller relating to the Purchased Assets.

(f) Non-Foreign Entity . Seller is not a “foreign person” or “foreign corporation” pursuant to Section 1445 of the Code and the regulations promulgated thereunder.

(g) Condemnation . To Seller’s Knowledge, none of the Properties are subject to any pending or threatened condemnation proceeding.

(h) Bankruptcy . Seller has not (i) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver,

trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

(i) Assigned Agreements . (i) The only Assigned Agreements affecting the Properties are listed on Schedule 8.1(i)-1 , (ii) a true and correct copy of each of the Assigned Agreements listed on Schedule 8.1(i)-1 has been delivered or made available in the Data Room to Purchaser for review, (iii) except as listed on Schedule 8.1(i)-2 , Seller has not given or to Seller’s Knowledge received any written notice of an uncured material default under any of the Assigned Agreements and (iv) there are not currently any outstanding assignments of the Assigned Agreements to any person or entity.

(j) No Violations . Except as listed on Schedule 8.1(j) , (i) Seller has not received written notice of any litigation, governmental or administrative proceedings or arbitrations presently pending or threatened in writing with respect to any of the Properties (exclusive of tort and other liability proceedings for which insurance coverage is available), (ii) to Seller’s Knowledge, none of the Properties are in material violation of any applicable fire, health, building, use, occupancy or zoning laws, (iii) there is not any work that is required to be done upon or in connection with the Properties by any Authorities where such work remains outstanding and (iv) no Authority has revoked or threatened to revoke any material Licenses and Permits within the past two (2) years.

(k) Insurance . To Seller’s Knowledge, neither Seller’s insurance company nor any board of fire underwriters has determined there are any defects or inadequacies in or on the Properties or any part or component thereof that would adversely affect the insurability of the Properties or cause any increase in the premiums for insurance for the Properties.

(l) Environmental . To Seller’s Knowledge, Seller has delivered to Purchaser true, correct and complete copies of the most recent third-party Phase I environmental reports for the Properties and except as disclosed in the Data Room or those reports, Seller has not received any written notice from any Authority of any violation of Environmental Laws affecting any of the Properties that remains uncured. To Seller’s Knowledge, there is no Recognized Environmental Condition (as such term is defined in ASTM Standard E 1527-05 §1.1, ASTM International (2005)) present at any Property except as may be disclosed in the Phase I Report for such Property. To Seller’s Knowledge, no Hazardous Substances exist on, under or about the Properties or used, generated, manufactured, stored or disposed of on, under or about the Properties in violation of any Environmental Law.

(m) Installment Assessments . To Seller’s Knowledge, there are no taxes or assessments levied against any of the Properties where Seller has elected to pay such tax or assessment under an installment payment plan except as described on Schedule 8.1(m) .

(n) Licenses and Permits . To Seller’s Knowledge, the Licenses and Permits include all those necessary for Seller to own and operate the Properties as real property in the manner currently operated by Seller, excluding any Licenses and Permits where the failure to

have such Licenses and Permits would not have a material adverse effect on Seller. There are not currently any outstanding assignments of the Licenses and Permits to any person or entity.

Section 8.2 Purchaser’s Representations and Warranties . Purchaser represents and warrants to Seller the following:

(a) Status . Purchaser is a limited liability company, duly organized and validly existing under the laws of the State of Illinois and is qualified or authorized to transact business in Illinois and Indiana. At Closing, each Qualified Assignee will be authorized to transact business in the state in which the applicable Property being acquired by such Qualified Assignee is located.

(b) Authority . The execution and delivery of this Agreement and the Confidentiality and Access Agreement and the performance of Purchaser’s obligations hereunder and thereunder have been duly authorized by all necessary action on the part of Purchaser and this Agreement and the Confidentiality and Access Agreement constitute the legal, valid and binding obligations of Purchaser.

(c) Non-Contravention . The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby do not (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority, (ii) conflict with, result in a breach of or constitute a default under the organizational documents of Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any material agreement or instrument to which Purchaser is a party or by which it is bound, or (iii) violate any law, statute, rule or regulation by which Purchaser is bound.

(d) Consents . No consent, waiver, approval or authorization is required from any person, entity or Authority in the United States (that has not already been obtained) in connection with the execution and delivery of this Agreement and the Confidentiality and Access Agreement by Purchaser or the performance by Purchaser of the transactions contemplated hereby.

(e) Suits and Proceedings . There are no legal actions, suits or similar proceedings pending or to Purchaser’s actual knowledge served or threatened in writing against Purchaser relating to the Purchased Assets or the transactions contemplated herein.

(f) Bankruptcy . Purchaser has not (i) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

Section 8.3 Right to Amend Representations . Each of Seller and Purchaser shall have the right from time to time prior to the Closing by notice to the other party to amend or

supplement its qualifications to the representations and warranties in this Article VIII , by amendment of the schedules attached hereto or otherwise to reflect changes in facts or conditions or to correct any immaterial factual inaccuracies; provided, however, that no such amendment or supplement will be deemed to cure any breach of any representation or warranty made in this Article VIII or have any effect on the conditions in Section 9.1(a)(ii) or Section 9.2(c) with respect to any factual inaccuracy that existed when this Agreement was entered into, but will be deemed to cure any breach or inaccuracy for all purposes under this Agreement arising from a change in facts or conditions after this Agreement was entered into so long as, in the case of Seller, the change was not caused by Seller’s breach of Article VIII or, in the case of Purchaser, the change was not caused by Purchaser’s breach of Section 5.2 .

Section 8.4 Survival of Representations, Warranties and Covenants . The representations and warranties of Seller set forth in Section 8.1 and the covenants of Seller set forth in Section 7.1 will survive the Closing with respect to the Properties sold at such Closing for a period of twelve (12) months, after which time they will terminate and merge into the Deeds for the Properties. Neither Purchaser nor any Qualified Assignee will have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations or warranties or any breach of such representations, warranties or covenants of Seller, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy or any such breach with respect to any Property exceeds the Property Deductible set forth in Section 8.5 , and then only to the extent of such excess. Other than with respect to Material Title Defects raised by Purchaser pursuant to Section 5.4 (which shall be resolved in accordance with Section 5.4 ), Seller shall have no liability with respect to any representation, warranty, certification or covenant if, prior to the Closing, Purchaser or any Qualified Assignee has actual knowledge of any breach of such representation, warranty, certification or covenant, or if any document made available in the Data Room for Purchaser’s review discloses a breach or one or more facts that materially conflict with any such representation, warranty, certification or covenant and Purchaser or any Qualified Assignee nevertheless fails to notify Seller and make a claim with respect thereto pursuant to Section 8.7 and Purchaser or any Qualified Assignee proceeds to consummate the Closing. The Closing Surviving Obligations and the Termination Surviving Obligations will survive the Closing or termination of this Agreement, as applicable, without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, certifications and covenants made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deeds for the Properties and other documents delivered at the Closing.

Section 8.5 Property Deductibles and Caps . Any claim brought by Purchaser or a Qualified Assignee pursuant to Section 8.4 shall be subject to a deductible of U.S. $100,000 per Property (the “ Property Deductible ”).

Section 8.6 Liability of Individuals Named as Having Seller’s Knowledge . Purchaser acknowledges and agrees that the individuals listed on Schedule 8.6 as having Seller’s Knowledge are named solely for the purpose of defining and narrowing the scope of Seller’s Knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Purchaser. Purchaser covenants that it will make or bring no action, claim or demand of any kind against such individuals, or any officer, director, or employee of

Seller or any Seller Party, as applicable, related to or arising out of this Agreement, the transaction or other documents or agreements contemplated hereby or any of Seller’s representations and warranties contained herein.

Section 8.7 Pre-Closing Breaches . Purchaser shall promptly provide written notice to Seller (the “ Notice of Pre-Closing Breach ”) upon learning of any breach by Seller prior to the Closing Date of any of Seller’s representations or warranties set forth in Section 8.1 of this Agreement and any of its covenants (collectively, the “ Pre-Closing Breaches ”). The Notice of Pre-Closing Breach shall set forth in reasonable detail an estimated dollar amount of Purchaser’s actual losses resulting from the Pre-Closing Breaches on a Property-by-Property basis. If the aggregate amount of Purchaser’s losses attributable to all of the Pre-Closing Breaches is equal to or less than the Pre-Closing Breach Threshold, the parties shall proceed to the Closing without any reduction in or abatement of or credit against the Purchase Price on account of the Pre-Closing Breaches, but the Pre-Closing Breaches will be deemed to survive the Closing and the losses related thereto shall be subject to the provisions of Section 8.4 and Section 8.5 . If the aggregate amount of Purchaser’s losses attributable to the Pre-Closing Breaches exceeds the Pre-Closing Breach Threshold, Seller may in its sole discretion elect by giving written notice to Purchaser to either (a) proceed to the Closing and grant Purchaser a credit against the Purchase Price allocated on Schedule 3.1 for each Property identified in the Notice of Pre-Closing Breach in an amount equal to the Pre-Closing Breach, (b) cure prior to the Closing one or more of the Pre-Closing Breaches such that the aggregate amount of losses resulting from all remaining uncured Pre-Closing Breaches is equal to or less than the Pre-Closing Breach Threshold, or (c) cure prior to the Closing certain of the Pre-Closing Breaches and/or reduce the Purchase Price in the manner provided in clause (a) above such that the sum of the cost to cure such Pre-Closing Breaches plus such decrease in the Purchase Price equals the amount by which the losses resulting from such Pre-Closing Breaches exceeds the Pre-Closing Breach Threshold. If the aggregate amount of losses resulting from the Pre-Closing Breaches is greater than the Pre-Closing Breach Threshold and Seller does not make any of the elections described above prior to the Closing, Purchaser will have the right to elect to either (x) terminate this Agreement in its entirety as to all Properties and receive a refund of the Earnest Money Deposit and all interest earned thereon and thereafter, and Seller shall reimburse Purchaser or its Qualified Assignees for Purchaser’s Pursuit Costs incurred in connection in an amount not to exceed U.S. $1,500,000.00 upon receipt of substantiating documentation of such expenses reasonably satisfactory to Seller, and the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations, or (y) proceed to the Closing without any reduction in, abatement of or credit against the Purchase Price on account of the Pre-Closing Breaches, and Purchaser will be deemed to have waived the Pre-Closing Breaches if and only to the extent that such Pre-Closing Breaches cause the aggregate amount of any losses attributable to the Pre-Closing Breaches to exceed the Property Deductible, and such Pre-Closing Breaches shall not survive the Closing and the excess losses related thereto shall not be subject to Section 8.4 and Section 8.5 .

ARTICLE IX
CONDITIONS PRECEDENT TO THE CLOSING

Section 9.1 Conditions Precedent to Obligation of Purchaser . (a) The obligation of Purchaser to consummate the transactions hereunder shall be subject to the fulfillment on or

before the Closing Date (or as otherwise provided herein) of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion, it being agreed that these conditions precedent are applicable only to those Properties that are the subject of a Closing on such Closing Date:

(i) Seller shall have delivered to Escrow Agent all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.3 ;

(ii) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with appropriate modifications permitted under this Agreement;

(iii) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date;

(iv) The Title Company shall be ready, willing and able and irrevocably committed to issue the Title Policies to Purchaser in accordance with this Agreement;

(v) Seller shall maintain as of the Closing Date a long term issuer rating of BBB or better by Standard & Poor’s Ratings Services or Baa2 or better by Moody’s Investor Services, Inc. as of the Closing;

(vi) All Existing Leases shall have been converted to a “true” sublease with Seller as sublandlord which shall be subordinated to the applicable Seller Lease Agreement or terminated prior to the Closing; and

(vii) Certificates evidencing the insurance coverage, limits and policies to be carried by the Tenant under and pursuant to the terms of the Seller Lease Agreements, on the forms and containing the information required by Purchaser, as landlord.

(b) For purposes of Sections 9.1(a)(ii) and 9.1(a)(iii) , the representations and warranties of Seller (other than the representations in Section 8.1(a) , (b) , (c) and (d) , as to which this Section 9.1(b) shall not apply) will be deemed true and correct in all material respects, and Seller will be deemed to have performed in all material respects all covenants and obligations it is required to perform under this Agreement at or prior to the Closing Date, unless the amount of the losses resulting from such breaches of representations, warranties and covenants exceeds the Pre-Closing Breach Threshold.

Section 9.2 Conditions Precedent to Obligation of Seller . The obligation of Seller to consummate the transactions hereunder shall be subject to the fulfillment on or before the Closing Date (or as otherwise provided) of all of the following conditions, any or all of which may be waived by Seller in it sole discretion:

(a) Escrow Agent shall have received the Purchase Price as adjusted pursuant to, and payable in the manner provided for, in this Agreement, and Purchaser shall have provided written authority to Escrow Agent to release such amount to Seller.

(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.2 .

(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as to Purchaser or any Qualified Assignee, as applicable, with appropriate modifications permitted under this Agreement.

(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.

Section 9.3 Consequences of Failure of Condition . If any condition set forth in Section 9.1 or Section 9.2 is not satisfied or waived on or prior to the Scheduled Closing Date, then so long as the party to this Agreement whose obligations are conditioned upon the satisfaction of such condition has acted in good faith and with due diligence in performing its obligations hereunder and in cooperating with the other party in its performance hereunder, that party may elect to:

(a) if such failure of condition constitutes a default under this Agreement, pursue its remedies under Article XIII ; or

(b) if such failure of condition does not constitute a default under this Agreement, terminate this Agreement by delivering written notice of termination to the other party on or after the Scheduled Closing Date, in which case the parties shall have no further rights or obligations under this Agreement except for the Termination Surviving Obligations, and the Earnest Money Deposit and all interest earned thereon shall be released to the terminating party.

ARTICLE X
THE CLOSING

Section 10.1 The Closing . The consummation of the transactions contemplated by this Agreement by delivery of documents and payments of money shall take place at 1:00 p.m. Central Time on the Scheduled Closing Date at the offices of the Title Company. At the Closing, the events set forth in this Article X will occur, it being understood that the performance or tender of performance of all matters set forth in this Article X are mutually concurrent conditions which may be waived by the party for whose benefit they are intended. The acceptance of the Deeds by Purchaser shall be deemed to be full performance and discharge of each and every agreement and obligation on the part of Seller to be performed hereunder unless otherwise specifically provided herein.

Section 10.2 Purchaser’s Closing Obligations . On the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items to Seller (via the Title Company) at the Closing as provided herein (collectively, the “ Purchaser Closing Documents ”):

(a) The Purchase Price, after all adjustments are made as herein provided, by wire transfer of immediately available funds, in accordance with the requirements of Article III ;

(b) Counterpart originals of the Assignments, duly executed by Purchaser;

(c) Subordination, Nondisturbance and Attornment Agreements (“ SNDAs ”) with respect to each Seller Lease Agreement in the form provided under the applicable Seller Lease Agreement and duly executed and acknowledged by Purchaser (as Landlord) and any lender(s) making a loan to Purchaser;

(d) with respect to each Seller Lease Agreement, a FMB Lease Memo for such Seller Lease Agreement;

(e) Counterpart originals of each Seller Lease Agreement, duly executed by Purchaser;

(f) Evidence reasonably satisfactory to Seller and the Title Company that the person executing the documents delivered by Purchaser pursuant to this Section 10.2 on behalf of Purchaser has full right, power and authority to do so;

(g) A counterpart original of the Closing Statement, duly executed by Purchaser;

(h) A certificate executed by Purchaser (or in the event this Agreement is assigned by Purchaser to a Qualified Assignee, a certificate executed by such Qualified Assignee), dated as of the Closing Date, stating that the representations and warranties contained in Section 8.2 are true and correct in all material respects as to Purchaser or such Qualified Assignee, as applicable, as of the Closing Date (with appropriate modifications to reflect any changes therein or to reflect the legal status of the Qualified Assignee) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change;

(i) The Closing Notices, if any, duly executed by Purchaser; and

(j) Such other documents as may be reasonably necessary or appropriate to effect the conveyance, transfer and assignment of the Purchased Assets, including, without limitations, any transfer tax documentation required in connection with the transfer of the Purchased Assets.

Section 10.3 Seller’s Closing Obligations . At the Closing, Seller will deliver to Purchaser (via the Title Company) the following documents (collectively, the “ Seller Closing Documents ”):

(a) A special warranty deed for each of the Properties in substantially the form attached hereto as Exhibit C modified to comply with the law of each jurisdiction where the Properties are located (collectively, the “ Deeds ”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements subject only to the Permitted Encumbrances;

(b) A blanket assignment and bill of sale for each of the Properties in substantially the form attached hereto as Exhibit B modified to comply with the law of each jurisdiction where the Properties are located (collectively, the “ Bills of Sale ”), duly executed by Seller, assigning and conveying to Purchaser title to the Personal Property without representation or warranty;

(c) A counterpart original of an assignment and assumption of Seller’s interest in the Assigned Agreements, Intangible Property and the Licenses and Permits for each of the Properties in substantially the form attached hereto as Exhibit A modified to comply with the law of each jurisdiction where the Properties are located (collectively, the “ Assignments ”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in the Assigned Agreements, Intangible Property and the Licenses and Permits and pursuant to which Purchaser assumes the Seller’s obligations under the Assigned Agreements first arising or accruing from and after the Closing;

(d) A certificate in the form attached hereto as Exhibit D (“ Certificate as to Foreign Status ”) from Seller certifying that it is not a “foreign person” or “foreign corporation” pursuant to Section 1445 of the Code and the regulations promulgated thereunder;

(e) Any municipal utility district notices or other similar notices required in connection with relevant federal, state or local laws or ordinances, if any, duly executed by Seller (collectively, the “ Closing Notices ”);

(f) Marked Title Commitments or pro-forma Title Commitments for the Properties obligating the Title Company to issue the Title Policies to Purchaser;

(g) A counterpart original of the Closing Statement, duly executed by Seller;

(h) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so;

(i) Reasonable and customary closing affidavits required by the Title Company to issue the Title Policies with the coverages and endorsements requested by Purchaser, including, but not limited to, the form attached hereto as Exhibit G ;

(j) With respect to each Seller Lease Agreement, a memorandum of lease, in the form attached hereto as Exhibit H (the “ FMB Lease Memo ”);

(k) The SNDAs executed and acknowledged by the Seller;

(l) A reliance letter addressed to Purchaser and the lender(s) making a loan to Purchaser (to the extent such information is provided to Seller) and executed by the company that prepared the Phase I Reports authorizing Purchaser and any such lender(s) to rely on such reports;

(m) Counterpart originals of each Seller Lease Agreement, duly executed by Seller;

(n) One original of the Estoppel, dated as of the Closing Date; and

(o) Such other documents as may be reasonably necessary or appropriate to effect the conveyance, transfer and assignment of the Purchased Assets, including, without limitation, any transfer tax documentation required in connection with the transfer of the Purchased Assets.

Section 10.4 Prorations .

(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. Central Time on the day immediately preceding the Closing Date (the “ Proration Time ”), the following (collectively, the “ Proration Items ”):

(i) Amounts payable under the Assigned Agreements.

(b) There shall not be any apportionments or adjustments between Seller and Purchaser with respect to income and expenses for the Properties. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. From and after the Closing Date, Seller, as tenant under the Seller Lease Agreements, and Purchaser, as landlord under each Seller Lease Agreements, shall each pay and discharge any and all expenses of the Properties to the extent provided in the applicable Seller Lease Agreement. The estimated closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser at least seven (7) Business Days prior to the Closing Date (the “ Closing Statement ”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments (if any) provided for herein, and such net due amount will be added to or subtracted from, as applicable, the Purchase Price to be paid to Seller at the Closing pursuant to Section 3.1 hereof. Not less than one (1) Business Day prior to the Closing Date, the Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at the Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at the Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at the Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one year after the Closing), re-prorations will be made on the basis of the

actual figures, and a final cash settlement will be made between Seller and Purchaser. Re-prorations will be made for a period not to exceed one year after the Closing. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final billings for utilities for the Properties subject to proration will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers for the Properties subject to proration. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months and will not be deemed merged into the Deeds upon their recordation.

(c) Notwithstanding the foregoing, to the extent any Proration Item is an item Seller is responsible for as tenant under the Seller Lease Agreements, such items shall not be provided at Closing.

Section 10.5 Costs of the Title Company and Closing Costs . Costs of the Title Company and Escrow Agent and other closing costs incurred in connection with the Closing will be allocated as follows:

(a) Seller shall pay (i) Seller’s attorney’s fees and any fee owed to Seller’s Broker; (ii) one-half (1/2) of any escrow fees charged by the Escrow Agent; (iii) the cost of the Title Commitments; (iv) the premium for the Title Policies and the cost of any endorsements or premiums required in connection with Seller satisfying its obligations in Article V but excluding the costs of any other endorsements obtained by Purchaser, (v) all recording fees for the Deeds, SNDAs and the FMB Lease Memos, (vi) the cost of updating the Surveys and obtaining and updating any new surveys of the Properties prior to the Effective Date; (vii) any transfer taxes attributable to the Properties and the transactions contemplated by this Agreement charged by the state or county in which such Properties are situated; and (viii) any transfer taxes attributable to the Properties and the transactions contemplated by this Agreement charged by the city, municipality, village or town in which such Properties are situated, to the extent such transfer taxes would customarily be borne by a seller of real property in such jurisdiction. Seller and Purchaser (as required) shall execute the returns or statements required in connection with the transfer taxes and shall deliver same to the Escrow Agent on the Closing Date. The first monthly installment of Base Rent (as defined in the Seller Lease Agreements) under each of the Seller Lease Agreements shall be paid by Seller (or at Seller’s election, credited against the Purchase Price) on the Closing Date.

(b) Purchaser shall pay (i) all costs of any endorsements to the Title Policies that are desired by Purchaser; (ii) all premiums and other costs for any mortgagee policy of title insurance, if any, including but not limited to any endorsements or deletions; (iii) 100% of the recording fees for documentation to be recorded in connection with any loan obtained by the Purchaser in connection with the transaction contemplated by this Agreement; (iv) Purchaser’s attorneys’ fees; and (v) one-half (1/2) of any escrow fees charged by the Escrow Agent; and (vi) any transfer taxes attributable to the Properties charged by the city, municipality, village or town in which such Property is situated, to the extent such transfer taxes would customarily be borne by a purchaser of real property in such jurisdiction.

(c) Notwithstanding anything to the contrary contained in this Agreement, due to the length and complexity of the transaction contemplated by this Agreement, at Closing, Purchaser shall reimburse Seller the amount of $1,300,000.00 to cover certain transaction expenses and closing costs of Seller, including, but not limited to, Seller’s attorney’s fees and fees owed to Seller’s Broker.

(d) Any other costs and expenses incurred in connection with the Closing that are not provided for in this Section 10.5 shall be allocated between Purchaser and Seller in accordance with the custom then prevailing in the commercial real estate markets where the Properties are located.

ARTICLE XI

CONDEMNATION AND CASUALTY

Section 11.1 In General . If, prior to the Closing Date, a Property is destroyed or damaged by fire or other casualty or Seller receives notice of condemnation or sale in lieu of condemnation of a Property, Seller will promptly notify Purchaser in writing of that event and will provide Purchaser with details of the extent of the damage or condemnation, which details shall include information as to Seller’s repair and restoration plans, if any.

Section 11.2 Minor Loss . Purchaser shall be bound to purchase all of the Properties for the full Purchase Price as required by the terms of this Agreement without regard to the occurrence or effect of any damage to any Property or destruction of the Improvements thereon or condemnation of any portion of a Property, provided that a Significant Portion of a Property is not damaged, destroyed or condemned in whole or part. Subject to Section 11.3 , Seller will be obligated to repair or restore or cause the repair or restoration of such damaged, destroyed or condemned Property to substantially its condition prior to the damage, destruction or condemnation at Seller’s sole cost and expense, and the parties shall proceed to the Closing without adjournment. After Closing, Seller shall have a right of access to such damaged, destroyed or condemned Properties for purposes of fulfilling Seller’s repair obligations hereunder. The terms of this Section 11.2 shall survive the Closing.

Section 11.3 Major Loss . If a Significant Portion of any Property is damaged, destroyed or condemned prior to the Closing, then, within 20 days after the occurrence of the damage, destruction or condemnation, or by the Closing if less than 20 days remain to the Closing after the occurrence of the damage, destruction or condemnation, Seller will give written notice to Purchaser of Seller’s election to either (a) remove the Property of which a Significant Portion is damaged or destroyed or condemned from the Purchased Assets and Schedule 2.1(a) , and reduce the Purchase Price by the amount of the Purchase Price allocated to such Property pursuant to Schedule 3.1 , or (b) agree to repair or restore the Property, in which case the parties shall proceed to the Closing with respect to the affected Property without adjournment and without any reduction of or credit against the Purchase Price allocable to such Property, and Seller will be obligated to repair or restore or cause the repair or restoration of such damaged, destroyed or condemned Property to substantially its condition prior to the damage, destruction or condemnation at Seller’s sole cost and expense. Seller shall have a right of access to such

damaged, destroyed or condemned Properties for purposes of fulfilling Seller’s repair obligations hereunder, which right shall survive the Closing.

Section 11.4 Additional Matters . With respect to any Property that Purchaser will acquire subject to the benefits of Section 11.2 :

(a) Restoration Plans . Seller will obtain Purchaser’s approval, which will not be unreasonably withheld, conditioned or delayed, concerning any restoration, repair or re-construction plans for the Property. Notwithstanding the foregoing, Seller will be permitted to incur or enter into an agreement to incur any amount necessary to effect emergency or necessary repairs related to preservation of the Property or health and safety matters or which are required by the terms of any reciprocal easement agreement or other operating easement agreement, loan document or other agreement to which Seller is a party.

(b) Settlement of Claims . Seller will keep Purchaser informed of any negotiations regarding the settlement of any claim for insurance and condemnation proceeds. Seller will provide to Purchaser copies of any correspondence relating to any such claims and will advise Purchaser of all material developments concerning such claims.

ARTICLE XII
CONFIDENTIALITY

Section 12.1 Confidentiality . Purchaser acknowledges and agrees that all information obtained by Purchaser in connection with the Purchased Assets will be subject to the Confidentiality and Access Agreement. This obligation will survive Closing for a period ending on the date that is 24 months after the Closing notwithstanding anything in the Confidentiality and Access Agreement to the contrary.

ARTICLE XIII
REMEDIES

Section 13.1 Default by Seller . In the event the Closing and the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, Purchaser may, as Purchaser’s sole and exclusive remedy, elect by notice to Seller within 30 days following the Scheduled Closing Date, either of the following: (a) to terminate this Agreement, in which event Purchaser will receive from the Escrow Agent the Earnest Money Deposit, together with all interest accrued thereon, and Seller shall reimburse Purchaser or its Qualified Assignees for Purchaser’s Pursuit Costs incurred in connection in an amount not to exceed U.S. $2,500,000.00 upon receipt of substantiating documentation of such expenses reasonably satisfactory to Seller whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations, or (b) to seek to enforce specific performance of Seller’s obligations, and if Purchaser prevails on such specific performance action, Seller shall reimburse Purchaser for all reasonable attorneys’ fees, court costs and all other reasonable costs of such action. Except as set forth above, Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the

Earnest Money Deposit if Purchaser fails to file suit for specific performance against Seller in a court of competent jurisdiction on or before 90 days following the Scheduled Closing Date. Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages that Purchaser may suffer if Closing fails to occur due to the default of Seller. Accordingly, Purchaser and Seller hereby agree that (x) payment to Purchaser of the amount set forth above is a reasonable estimate of the total net detriment Purchaser would suffer if Seller defaults with respect to Closing, and (y) such amount will be the full, agreed and liquidated damages for Seller’s default and failure to complete the transaction, and will be Purchaser’s sole and exclusive remedy (whether at law or in equity) for any default of Seller resulting in the failure of consummation of Closing. The payment of any such amounts as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Purchaser. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein provided in pursuing remedies of a breach by Seller of any of the Termination Surviving Obligations.

Section 13.2 Default by Purchaser . In the event the Closing and the consummation of the transactions contemplated herein with respect to such Closing do not occur as provided herein by reason of any default of Purchaser or any Qualified Assignees, Seller may elect by delivering written notice to Purchaser to terminate this Agreement in which case the Earnest Money Deposit and all interest earned thereon shall be released and paid by the Escrow Agent to Seller, and the Purchaser and Qualified Assignee shall have no further rights or obligations under this Agreement except for the Termination Surviving Obligations. Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages that Seller may suffer if Closing fails to occur due to the default of any one or more of the Purchaser or the Qualified Assignees. Accordingly, Purchaser and Seller hereby agree that (x) payment to Seller of the Earnest Money Deposit as provided above is a reasonable estimate of the total net detriment Seller would suffer if any one or more of Purchaser or the Qualified Assignees defaults with respect to Closing, and (y) such amount will be the full, agreed and liquidated damages for Purchaser’s or such Qualified Assignee’s default and failure to complete the purchase of the Properties, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser or a Qualified Assignee resulting in the failure of consummation of Closing. The payment of any such amounts as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser or any Qualified Assignee of any of the Termination Surviving Obligations.

ARTICLE XIV
NOTICES

Section 14.1 Notices .

(a) All notices or other communications required or permitted hereunder shall be in writing, and shall be delivered personally, by any nationally recognized overnight delivery service with proof of delivery, or by facsimile transmission (provided that a copy of such notice or communication is delivered by another permitted method and such facsimile is confirmed by the recipient), sent to the intended addressee at the address set forth below, or to such other

address or to the attention of such other person as the addressee will have designated by written notice sent in accordance herewith. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows:

If to Purchaser:	Oak Street Real Estate Capital, LLC 125 S. Wacker Drive, Suite 1220 Chicago, Illinois 60606 Attention: James Hennessey Phone: 312-448-7832 Fax: E-Mail: Hennessey@oakstreetrec.com

with a copy to:	Greenberg Traurig, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Attn: Andrew T. White, Esq. Phone: 312-476-5131 Fax: 312-899-0412 E-Mail: whitea@gtlaw.com

If to Seller:	First Midwest Bank One Pierce Place, Suite 1500 Itasca, IL 60143 Attn: Nicholas J. Chulos, Executive Vice President, Corporate Secretary and Chief Legal Officer Phone: (630) 875-7345 Fax: (630) 647-7038 E-Mail: Nick.Chulos@firstmidwest.com

with a copy to:	Jones Day 77 West Wacker Drive, Suite 3500 Chicago, IL 60601 Attn: Brian L. Sedlak, Esq. Phone: 312-269-4334 Fax: 312-782-3939 E-Mail: brianlsedlak@jonesday.com

If to Escrow Agent or Title Company:	Chicago Title Insurance Company 10 S. LaSalle Street, Suite 3100 Chicago, IL 60603 Attn: Cindy Malone Phone: 312-223-3360 Fax: 312-223-5791

Notices given by (i) personal delivery shall be deemed delivered when actually received, (ii) overnight delivery service as aforesaid shall be deemed delivered and effective on the first Business Day following such dispatch during business hours and (iii) facsimile transmission as aforesaid shall be deemed delivered at the time and on the date of machine transmittal provided same is sent and confirmation of receipt is received by the sender prior to 5:00 p.m. Central Time on a Business Day (if sent later, then notice shall be deemed delivered on the next Business Day). Notices may be given by counsel for the parties described above, and such notices shall be deemed given by said party, for all purposes hereunder.

ARTICLE XV
ASSIGNMENT AND BINDING EFFECT

Section 15.1 Assignment; Binding Effect . Purchaser shall have the right at any time on or after the Effective Date and without Seller’s consent to partially assign this Agreement to any one or more applicable Qualified Assignees pursuant to an assignment agreement in substantially the form attached hereto as Exhibit E , and any such Qualified Assignee may further assign this Agreement to any other Qualified Assignee at the Closing pursuant to an assignment agreement in a form reasonably approved by Seller. Purchaser must obtain the written consent of Seller for any other assignment of this Agreement, which consent may be withheld or conditioned in Seller’s sole discretion. Any assignment not made in accordance with this Section 15.1 will be, at the election of Seller, null and void. No assignment described in this Section 15.1 shall release Purchaser from any liability under this Agreement.

ARTICLE XVI
BROKERAGE

Section 16.1 Brokers . Seller agrees to pay to Jones Lang LaSalle (the “ Seller’s Broker ”) a brokerage commission pursuant to a separate agreement between Seller and Seller’s Broker. Purchaser and Seller represent that they have not dealt with any brokers, finders or salesmen in connection with this transaction other than the Seller’s Broker, and agree to indemnify, defend and hold each other harmless from and against any and all loss, cost, damage, liability or expense, including reasonable attorneys’ fees, which either party may sustain, incur or be exposed to by reason of any claim for fees or commissions made through the other party. The provisions of this Article XVI will survive the Closing or termination of this Agreement.

ARTICLE XVII
ESCROW AGENT

Section 17.1 Escrow .

(a) Escrow Agent will hold the Earnest Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing of the purchase and sale of all of the Properties, or (ii) the termination of this Agreement with respect to all of the remaining Properties in accordance with any right hereunder. In the event this Agreement is terminated with respect to all of the remaining Properties pursuant to an express right of termination established in this

Agreement, the Earnest Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the party entitled to the Earnest Money Deposit pursuant to the terms of this Agreement. Upon the Closing of the purchase and sale of a Property, the applicable portion of the Earnest Money Deposit as provided in Section 3.3 and all interest accrued thereon will be released and paid to Seller, and Purchaser shall receive a credit at such Closing against the Purchase Price of the Property or Properties subject to such Closing in the amount of the applicable portion of the Earnest Money Deposit as provided in Section 3.3 , plus the interest that has accrued thereon. In all other instances, Escrow Agent shall not release the Earnest Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Earnest Money Deposit and has given the other party three (3) Business Days to dispute, or consent to, the release of the Earnest Money Deposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 45-3752628. In the event of any assignment of this Agreement to a Qualified Assignee that provides for all or any part of the Earnest Money Deposit, Purchaser will provide to Seller the tax identification number for such Qualified Assignee. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 36-1495255.

(b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge and agree that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Earnest Money Deposit and the interest earned thereon (the “ Escrowed Funds ”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.

(c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Purchased Assets or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

ARTICLE XVIII
LEASEBACK OF THE PROPERTIES AND SUBDIVISION OF PROPERTIES

Section 18.1 Properties . On the Closing Date, simultaneously with the consummation of the transactions contemplated in this Agreement and as a condition to Purchaser’s payment of the Purchase Price, Purchaser shall lease to Seller and Seller shall lease from Purchaser the Properties, in accordance with this Section 18.1 . Each Sub-Portfolio I Property shall be leased pursuant to a lease substantively in the form as the Fourteen-Year Lease. Each Sub-Portfolio II Property shall be leased pursuant to a lease substantively in the form as the Eleven-Year Lease.

Section 18.2 McHenry Main . Purchaser and Seller acknowledge and agree that, as of the Effective Date, a portion of property owned by Seller that is part of the parcels that comprise McHenry Main Property as shown on Exhibit L (the “ McHenry Stub Property ”) is intended to be conveyed to Purchaser as part of the McHenry Carey Property but that the McHenry Stub Property is not a separate parcel. As such, Purchaser and Seller agree to cooperate in good faith and to use commercially reasonable efforts to cause such parcel to be subject to a plat act transfer, whereby the McHenry Stub Property can be conveyed to Purchaser by Seller as part of the McHenry Carey Property but that the remainder of the McHenry Main Property shall remain owned by Seller. In addition, to facilitate access for users, employees, customers and guests of the McHenry Main Property and the McHenry Carey Property, Purchaser acknowledges and agrees that the Seller shall on or before Closing, have the right to record a declaration substantially in the form attached hereto as Exhibit K , which shall be a Permitted Encumbrance.

Section 18.3 Site-Specific Provisions . Notwithstanding anything to the contrary contained in Section 18.1 , the Seller Lease Agreements shall be modified for certain specific certain specific Properties identified on Schedule 18.3 with the provisions set forth on Schedule 18.3 .

ARTICLE XIX
MISCELLANEOUS

Section 19.1 Waivers . No waiver of any breach of any covenant or provisions contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act.

Section 19.2 TIME OF THE ESSENCE . TIME IS OF THE ESSENCE WITH RESPECT TO ALL TIME PERIODS AND DATES FOR PERFORMANCE SET FORTH IN THIS AGREEMENT.

Section 19.3 Construction . Headings at the beginning of each Article and Section are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular will include the plural and the masculine will include the feminine and vice versa. This Agreement will not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. All exhibits

and schedules referred to in this Agreement are attached and incorporated by this reference, and any capitalized term used in any exhibit or schedule which is not defined in such exhibit or schedule will have the meaning attributable to such term in the body of this Agreement. In this Agreement, the words “include”, “includes” or “including” mean “include without limitation”, “includes without limitation” and “including without limitation”, respectively, and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.

Section 19.4 Counterparts; PDF . This Agreement may be executed in multiple counterparts, each of which, when assembled to include an original signature for each party contemplated to sign this Agreement, will constitute a complete and fully executed original. All such fully executed original counterparts will collectively constitute a single agreement. Facsimile or portable document format (PDF) copies of this Agreement shall have the same force and effect as an original.

Section 19.5 Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 19.6 Entire Agreement . This Agreement and the Confidentiality and Access Agreement represent the final expression of, and contain the entire agreement between, the parties with respect to the subject matter hereof and thereof, and supersede all prior understandings between the parties hereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument, signed by the party to be charged or by its agent duly authorized in writing, or as otherwise expressly permitted herein.

Section 19.7 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO A CONTRACT EXECUTED AND PERFORMED IN THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF. ANY ACTION ARISING OUT OF THIS AGREEMENT MUST BE COMMENCED BY PURCHASER OR SELLER IN THE STATE COURTS OF THE STATE OF ILLINOIS IN DUPAGE COUNTY OR IN UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH ACTION AND TO THE LAYING OF VENUE THEREIN.

Section 19.8 No Recording . The parties hereto agree that neither this Agreement nor any affidavit or memorandum concerning it will be recorded and any recording of this

Agreement or any such affidavit or memorandum by Purchaser will be deemed a default by Purchaser hereunder, but Purchaser may file a lis pendens in connection with any proceeding against Seller seeking specific performance of Seller’s obligations; provided, however, the parties acknowledge and agree that the FMB Lease Memos and SNDAs may be recorded at Purchaser’s discretion.

Section 19.9 Further Actions . The parties agree to execute such instructions to the Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement. The parties will execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments, notices, transfers and assurances as may be reasonably required for the better assuring, conveying, assigning, transferring and confirming unto Purchaser the Properties and for carrying out the intentions or facilitating the consummation of the transactions contemplated by this Agreement.

Section 19.10 No Partnership . Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, it being the intention of the parties to merely create the relationship of Seller and Purchaser with respect to the Purchased Assets to be conveyed as contemplated hereby.

Section 19.11 Limitations on Benefits . It is the explicit intention of Purchaser and Seller that no person or entity other than Purchaser and the Seller Parties and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, Purchaser and the Seller Parties or their respective successors and assigns as permitted hereunder. Except as set forth in this Section 19.11 , nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party (including, without limitation, Seller’s Broker) a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and Purchaser and Seller expressly reject any such intent, construction or interpretation of this Agreement.

Section 19.12 Days . If any action is required to be performed, or if any notice, consent or other communication is given, on a day that is not a Business Day, such performance shall be deemed to be required, and such notice, consent or other communication shall be deemed to be given, on the first Business Day following such non-Business Day. Unless otherwise specified herein, all references herein to a “day” or “days” shall refer to calendar days and not Business Days.

Section 19.13 WAIVER OF JURY TRIAL . PURCHASER AND SELLER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT.

Section 19.14 Drafts Not an Offer . The parties hereto agree that the submission of any drafts of this Agreement by one party to another is not intended by either party to be an offer to

enter into a legally binding contract with respect to the purchase and sale of the Purchased Assets. The parties shall be legally bound with respect to the purchase and sale of the Purchased Assets pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and each of Seller and Purchaser have fully executed and delivered to each other a counterpart of this Agreement.

[ THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK .]

IN WITNESS WHEREOF, Seller and Purchaser have respectively executed this Agreement as of the Effective Date.

	SELLER :

	FIRST MIDWEST BANK, an Illinois chartered state bank

	By:	/s/ MICHAEL L. SCUDDER
	Name:	Michael L. Scudder
	Title:	Chairman and Chief Executive Officer

	PURCHASER :

	OAK STREET REAL ESTATE CAPITAL, LLC, an Illinois limited liability company

	By:	/s/ MARC ZAHR
	Name:	Marc Zahr
	Title:	Managing Director

	ESCROW AGENT :

	CHICAGO TITLE INSURANCE COMPANY

	By:	/s/ BEATA LEWIS
	Name:	Beata Lewis
	Title:	Escrow Officer

	SELLER’S BROKER :

	JONES LANG LASALLE AMERICAS, INC.

	By:	/s/ BRIAN SHANFELD
	Name:	Brian Shanfeld
	Title:	Executive Vice President

[ Signature Page – FMB-OSREC Agreement of Sale and Purchase ]

EXHIBIT A

Assignment

THIS ASSIGNMENT, made as of the day of , 2015, by FIRST MIDWEST BANK, an Illinois state-chartered bank (“ Assignor ”), to [ ], a [ ](“ Assignee ”).

W I T N E S S E T H:

WHEREAS, by Agreement of Purchase and Sale (the “ Purchase Agreement ”) dated as of , 2016 between Assignor and Assignee, Assignee has agreed to purchase from Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that certain property described therein (the “ Property ”); and

WHEREAS, Assignor desires to assign to Assignee as of the date hereof all of Assignor’s right, title and interest in intangible property, contracts, permits, trademarks, licenses and warranties held by Assignor listed on Schedule A in connection with the Property (collectively, the “ Intangible Property ”).

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold from and after the date hereof all of the right, title and interest of Assignor in, to and under the Intangible Property. Assignor agrees without additional consideration to execute and deliver to Assignee any and all additional forms of assignment and other instruments and documents that may be reasonably necessary or desirable to transfer or evidence the transfer to Assignee of any of Assignor’s right, title and interest to any of the Intangible Property.

By executing this assignment, Assignee hereby accepts the assignment of and assumes Assignor’s obligations and liabilities set forth in the Purchase Agreement from and after the date hereof. This Assignment shall be governed by the laws of the State of [ ], applicable to agreements made and to be performed entirely within said State.

[ remainder of page left intentionally blank]

IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the date first above written.

ASSIGNOR:			ASSIGNEE:

FIRST MIDWEST BANK, an Illinois state-chartered bank			[ ], a [ ]

By:
Printed Name:
Title:

SCHEDULE A

Assignment

None.

EXHIBIT B

Bill of Sale

BILL OF SALE

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, First Midwest Bank, an Illinois state-chartered bank, having an address of 1 Pierce Place, Suite 1500, Itasca, Illinois, 60143 (“Seller”), hereby bargains, sells, conveys and transfers to [ ] (“Purchaser”), a [ ]all of Seller’s right, title and interest in and to those certain items of personal property (including any warranty made by third parties in connection with the same and the right to sue on any claim for relief under such warranties) (the “Personal Property”) located at or held in connection with that certain real property located in the State of [ ], as more particularly described on Schedule A attached hereto and made a part hereof.

Seller has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, without limitation, with respect to title, merchantability of the Personal Property or its fitness for any particular purpose, the design or condition of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contract pertaining thereto; patent infringement or latent defects. Purchaser accepts the Personal Property on an “as is, where is” basis.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, Seller has caused this instrument to be executed and delivered as of this day of , 2016.

	SELLER:

	FIRST MIDWEST BANK

	By:

	Name:

	Title:

SCHEDULE A

Bill of Sale

EXHIBIT C

Special Warranty Deed

PREPARED BY:

Jones Day

77 West Wacker Drive

Chicago, Illinois, 60601

Attention: Brian L. Sedlak, Esq.

RECORDING REQUESTED BY, AND

WHEN RECORDED, RETURN TO:

(Space above this line for Recorder’s use)

SPECIAL WARRANTY DEED

THIS AGREEMENT is made this day of , 2016, between FIRST MIDWEST BANK, an Illinois state-chartered bank (“ Grantor ”), and [ ], a [ ] (“ Grantee ”).

Witnesseth, that Grantor, for and in consideration of the sum of $10.00 Dollars and other good and valuable consideration in hand paid by the Grantee, the receipt whereof is hereby acknowledged, and pursuant to the power and authority vested in Grantor, by these presents does REMISE, RELEASE, ALIEN AND CONVEY unto the Grantee, and to its successors and assigns, FOREVER, all the following described real estate, situated in the City of [ ], County of [ ]and State of [ ] known and described as follows, to wit:

See Exhibit A attached hereto.

Together with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, of the Grantor, either in law or equity, of, in and to the above described premises, with the hereditaments and appurtenances: TO HAVE AND TO HOLD the said premises as above described, with the appurtenances, unto the Grantee, its successors and assigns forever.

And the Grantor, for itself, and its successors, does covenant, promise and agree, to and with the Grantee, its successors and assigns, that it has not done or suffered to be done, anything whereby the said premises hereby granted are, or may be, in any manner encumbered or charged, except as herein recited; and that it WILL WARRANT AND DEFEND the said premises, against all persons lawfully claiming, or to claim the same, by, through or under it, subject to the matters set forth on Exhibit B attached hereto.

BY ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND HAS SATISFIED ITSELF TO THE CONDITION OF SAME AND THAT IT ACCEPTS THE PROPERTY “AS IS” AND WITH ALL FAULTS, WITHOUT REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THAT CERTAIN AGREEMENT OF SALE AND PURCHASE DATED AS OF [SEPTEMBER ], 2016 BETWEEN GRANTOR AND GRANTEE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

[Signature page follows]

IN WITNESS WHEREOF, Grantor has duly executed this Special Warranty Deed as of the day and year first above written.

	FIRST MIDWEST BANK.,
	an Illinois state-chartered bank


	By:
	Name:
	Title:


Forward future
tax bills to :

[ ]
[ ]


STATE OF	)
	)	SS
COUNTY OF	)

I, , a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY THAT , personally known to me to be the of FIRST MIDWEST BANK, an Illinois state-chartered bank, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such he signed and delivered the said instrument pursuant to proper authority given said corporation, as his free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this day of , 2016.


	Notary Public

	[SEAL]

My commission expires:

EXHIBIT A TO SPECIAL WARRANTY DEED

LEGAL DESCRIPTION

EXHIBIT B TO SPECIAL WARRANTY DEED

PERMITTED EXCEPTIONS

EXHIBIT D

Certificate as to Foreign Status

CERTIFICATE OF NON-FOREIGN STATUS OF ENTITY SELLER

Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”), provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor (seller) of the property and not the disregarded entity.

To inform [OAK STREET REAL ESTATE CAPITAL, LLC] (the “ Buyer ”) that withholding of tax is not required upon the disposition of a U.S. real property interest by First Midwest Bank (the “ Seller ”), the undersigned hereby certifies the following on behalf of the Seller:

1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Treasury Regulations);

2. Seller’s U.S. employer identification number is: ;

3. Seller’s office address is: ; and

4. Seller is not a disregarded entity, as such term is defined in Section 1.1445-2(b)(2)(iii) of the Treasury Regulations.

The Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment or both.

Under penalties of perjury I declare that I have examined this certification and that to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have the authority to sign this document on behalf of the Seller.

Dated: , 2015	FIRST MIDWEST BANK


	By:
	Title:

EXHIBIT E

Form of Purchaser’s Assignment to Qualified Assignee

PARTIAL ASSIGNMENT OF

AGREEMENT OF SALE AND PURCHASE

This Partial Assignment of Agreement of Sale and Purchase (this “ Assignment ”), dated as of September , 2016, is being executed and delivered by and among, OAK STREET REAL ESTATE CAPITAL, LLC , an Illinois limited liability company (“ Original Buyer ”) FMB PORTFOLIO A OWNER, LLC , a Delaware limited liability company (the “ Portfolio A Buyer ”), FMB PORTFOLIO BD OWNER, LLC , a Delaware limited liability company (the “ Portfolio BD Buyer ”), and FMB PORTFOLIO C OWNER, LLC , a Delaware limited liability company (the “ Portfolio C Buyer ”, together with Portfolio A Buyer and Portfolio BD Buyer, each, a “ New Buyer ”, together with Original Buyer, collectively, “ Buyer ”).

WHEREAS , FIRST MIDWEST BANK, an Illinois state chartered bank (the “ Seller ”) and Original Buyer have entered into that certain Agreement of Sale and Purchase, dated September , 2016, concerning the purchase and sale of certain real property and related assets more particularly described therein (the “ Purchase Agreement ”);

WHEREAS , Original Buyer desires to partially assign the Purchase Agreement to each New Buyer as set forth herein;

WHEREAS , each New Buyer is a Qualified Assignee under the Purchase Agreement.

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Original Buyer and each New Buyer agree as follows:

1. Capitalized Terms . Initially capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

2. Assignment . Pursuant to and in accordance with Section 15.1 of the Purchase Agreement, Original Buyer hereby assigns (A) the right to acquire the Properties listed on Schedule A and the Purchased Assets related thereto which would otherwise be transferred to Original Buyer at Closing and the corresponding rights of Original Buyer to Portfolio A Buyer, (B) the right to acquire the Properties listed on Schedule B and the Purchased Assets related thereto which would otherwise be transferred to Original Buyer at Closing and the corresponding rights of Original Buyer to Portfolio BD Buyer, and (C) the right to acquire the Properties listed on Schedule C and the Purchased Assets related thereto which would otherwise be transferred to Original Buyer at Closing and the corresponding rights of Original Buyer to Portfolio C Buyer. Each New Buyer shall be bound by all of the terms and conditions set forth in Purchase Agreement and any of documents related thereto to which it becomes a party and agrees that it shall, in accordance with Section 10.2 of the Purchase Agreement, deliver all Purchaser Closing Documents related to the Properties and Purchased Assets which it has a right to acquire hereunder. Nothing in this Agreement shall relieve Original Buyer of any of its obligations under the Purchase Agreement except with respect to the delivery of the Purchaser Closing Documents for which the New Buyers are responsible pursuant to the immediately preceding sentence.

3. Recitals . The above recitals are incorporated herein and made a part hereof.

4. Counterparts . This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument, and shall be effective upon execution and delivery of one or more of such counterparts by each of the Parties. Electronic signatures (e-mail) shall be deemed originals for all purposes.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Partial Assignment of Agreement of Sale and Purchase to be effective as of the date first set forth above.

			ORIGINAL BUYER:

			OAK STREET REAL ESTATE CAPITAL, LLC ,
			an Illinois limited liability company

			By:
			Name:
			Its:


NEW BUYERS:

FMB PORTFOLIO A OWNER , LLC			FMB PORTFOLIO BD OWNER , LLC
a Delaware limited liability company			a Delaware limited liability company

By:			By:
Name:			Name:
Its:			Its:

FMB PORTFOLIO C OWNER , LLC
a Delaware limited liability company

By:
Name:
Its:

SCHEDULE A

1	11210 W. Lincoln Hwy.	Mokena	Illinois
2	12600 S. Harlem Ave.	Palos Heights	Illinois
3	1425 DeKalb Ave.	Sycamore	Illinois
4	16051 Weber Rd.	Crest Hill	Illinois
5	2601 W. Schaumburg	Schaumburg	Illinois
6	4502 Crystal Lake Rd.	McHenry	Illinois
7	6011 W. 95th St.	Oak Lawn	Illinois
8	820 Joliet St.	Dyer	Indiana
9	9800 Wicker Ave.	St. John	Indiana

SCHEDULE B

1	100 N. Gilbert St.	Danville	Illinois
2	1030 Dixie Hwy.	Chicago Heights	Illinois
3	10322 Indianapolis Blvd.	Highland	Indiana
4	10858 Pike St.	Crown Point	Indiana
5	11200 W. 143rd St.	Orland Park	Illinois
6	1201 Golf Rd.	Waukegan	Illinois
7	12015 S. Western	Blue Island	Illinois
8	130 W. Lincoln Hwy.	Dekalb	Illinois
9	1301 N. Larkin	Joliet	Illinois
10	1308 N. Richmond Rd.	McHenry	Illinois
11	1500 Allanson Rd.	Mundelein	Illinois
12	170 N. State Route 31	Crystal Lake	Illinois
13	18120 S. Torrence Ave.	Lansing	Illinois
14	18600 S. Dixie Hwy.	Homewood	Illinois
15	1975 W. Ridge Rd.	Gary	Indiana
16	200 W. Corning Ave.	Peotone	Illinois
17	220 W. Main St.	Morris	Illinois
18	2222 41st St.	Moline	Illinois
19	224 N. Main St.	Seneca	Illinois
20	302 E. Main St.	Galesburg	Illinois
21	321 E. Church St	Sandwich	Illinois
22	3303 S. Sheridan Rd.	Zion	Illinois
23	3805 N. Johnsburg Rd.	McHenry	Illinois
24	4000 Northpoint Blvd.	Waukegan	Illinois
25	4101 W. 183rd St.	Country Club Hills	Illinois
26	411 N. Seymour Ave.	Mundelein	Illinois
27	601 Pearson Dr.	Genoa	Illinois
28	6611 Kennedy Ave.	Hammond	Indiana
29	7181 W. Irving Pk.	Chicago	Illinois

30		725 Waukegan Rd.	Deerfield	Illinois
31		7645 W. St. Francis Rd.	Frankfort	Illinois

SCHEDULE C

1	1011 14th St.	North Chicago	Illinois
2	1290 Steger Rd.	Crete	Illinois
3	1415 W. Jefferson	Joliet	Illinois
4	16700 S. 80th Ave.	Tinley Park	Illinois
5	2 Main St.	Park Forest	Illinois
6	24509 W. Lockport St.	Plainfield	Illinois
7	2801 W. Jefferson St.	Joliet	Illinois
8	324 E. Main St.	Knoxville	Illinois
9	4150 Kennedy Dr.	East Moline	Illinois
10	444 Bedford Rd.	Morris	Illinois
11	718 Ridge Rd. & 750 Ridge Rd.	Munster	Indiana
12	800 S. State St.	Lockport	Illinois
13	812 W. Springfield	Champaign	Illinois
14	915 W. Glen Park Ave.	Griffith	Indiana

EXHIBIT F-1

Form of Fourteen-Year Lease

Please see attached.

EXHIBIT F-2

Form of Eleven-Year Lease

Please see attached.

EXHIBIT G

Owner’s Affidavit

CHICAGO TITLE INSURANCE COMPANY

STATEMENT REQUIRED FOR THE ISSUANCE OF ALTA OWNERS AND LOAN POLICIES

Commitment No. [ ]

Loan No.

Date

To the best knowledge and belief of the undersigned, the following is hereby certified with respect to the land described in the above commitment.

1. That, except as noted at the end of this paragraph, within the last six (6) months (a) no labor, service or materials have been furnished to improve the land, or to rehabilitate, repair, refurbish, or remodel the building(s) situated on the land; (b) nor have any goods, chattels, machinery, apparatus or equipment been attached to the building(s) thereon, as fixtures; (c) nor have any contracts been let for the furnishing of labor, service, materials, machinery, apparatus or equipment which are to be completed subsequent to the date hereof; (d) nor have any notices of lien been received, except the following, if any:

2. There are no revolving credit mortgages, line of credit mortgages, home equity loan mortgages, or other voluntary liens or mortgages affecting title, except the following, if any:

3. That all management fees, if any, are fully paid, except the following:

4. There are no unrecorded security agreements, leases, financing statements, chattel mortgages or conditional sales agreements in respect to any appliances, equipment or chattels that have or are to become attached to the land or any improvements thereon as fixtures, except the following, if any:

5. That there are no unrecorded contracts or options to purchase the land, except the following, if any:

6. That there are no unrecorded easements or other servitudes to which the land or building, or portions thereof, are subject, except the following, if any:

7. Except for those matters reflected on that certain survey described in the applicable Title Commitment (the “ Survey ”), since the date of each Survey there has not been any construction or commencement of construction on the applicable Property of any new structures, or additions or extensions thereto, or other external improvements, whether to existing structures or not.

8. That, in the event the undersigned is a mortgagor in a mortgage to be insured under a loan policy to be issued pursuant to the above commitment, the mortgage and the principal obligations it secures are good and valid and free from all defenses; that any person purchasing the mortgage and the obligations it secures, or otherwise acquiring any interest therein, may do so in reliance upon the truth of the matters herein recited; and that this certification is made for the purpose of better enabling the holder or holders, from time to time, of the above mortgage and obligations to sell, pledge or otherwise dispose of the same freely at any time, and to insure the purchasers or pledgees thereof against any defenses thereto by the mortgagor or the mortgagor’s heirs, personal representative or assigns.

The undersigned makes the above statement for the purpose of inducing Chicago Title Insurance Company to issue its owners or loan policy pursuant to the above commitment.

Owner




Print Name

Subscribed and sworn to before me this day of , 20 ,

EXHIBIT H

Form of Seller Lease Agreement Memo

PREPARED BY:

Jones Day
77 West Wacker Drive
Chicago, Illinois, 60601
Attention: Brian L. Sedlak, Esq.

RECORDING REQUESTED BY, AND
WHEN RECORDED, RETURN TO:

(Space above this line for Recorder’s use)

MEMORANDUM OF LEASE AGREEMENT

THIS MEMORANDUM OF LEASE AGREEMENT (THIS “ INSTRUMENT ”), DATED AS OF THE [ ] DAY OF [ ], 20 BY AND BETWEEN , a (THE “ LANDLORD ”) AND , a (THE “ TENANT ”);

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have entered into that certain Lease Agreement, dated [ ], 20 (the “ Lease ”) covering that certain tract or parcel of real property and improvements thereon more particularly described on Exhibit A attached hereto and by this reference made a part hereof (the “ Leased Property ”);

WHEREAS, Landlord and Tenant desire to execute, deliver and record this Instrument to provide constructive notice of the existence of the Lease.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

(a) Leased Property . Subject to the terms and conditions of the Lease, all of which terms and conditions are incorporated herein by reference, Landlord has leased and

by these presents does hereby lease to Tenant, and Tenant has leased, and by these presents does hereby lease from Landlord, the Leased Property.

(b) Initial Term . The initial tern of the Lease commenced on [ ], 20 (the “ Commencement Date ”) and expires at midnight on [ ], 20 (the “ Expiration Date ”).

(c) [ Renewal Terms . Under the terms of the Lease, Tenant is granted options to renew the term of the Lease following the expiration of the initial term for [ ] additional renewal terms of [ ] years each.]

(d) Incorporation of Lease . The provisions set forth in the Lease are hereby incorporated into this Instrument as if set out in full herein. Nothing contained herein is intended to or does change or modify any of the terms or provisions of the Lease, or the rights, duties, obligations, conditions and agreements created thereby, all of which remain in full force and effect. In the event any conflict or inconsistency between the terms of this Instrument and the terms of the Lease, the terms of the Lease, as applicable, shall govern and control for all purposes.

(f) Miscellaneous . This Instrument shall be deemed to be a contract entered into pursuant to the laws of the State where the Leased Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Leased Property is located. This Instrument may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Instrument under seal as of the day and year first above set forth.

	LANDLORD:


				,
	a

	By:
	Name:
	Title:


	TENANT:


				,
	a

	By:
	Name:
	Title:

Exhibit A to Memorandum of Lease

[Insert Legal]

PIN:

Property Address:

EXHIBIT I

[INTENTIONALLY DELETED]

EXHIBIT J

Form of Estoppel

FORM ESTOPPEL CERTIFICATE

ESTOPPEL AGREEMENT
(Only)

Tenant’s Trade Name: First Midwest Bank

This ESTOPPEL AGREEMENT (“ Agreement ”) is made as of the date set forth below, by First Midwest Bank, an Illinois state-chartered bank (“ Tenant ”), based upon the following facts and understandings of Tenant:

RECITALS

A. , a (“ Owner ”) is or is about to become the owner of the land and improvements commonly known as (the “ Property ”).

B. Tenant is the owner of the tenant’s interest in that lease dated , which has been amended by instrument(s) dated and which was originally executed by , as landlord, and by First Midwest Bank, as tenant. (Said lease and the referenced amendment(s) thereto are collectively referred to herein as the “ Lease ”.) Attached hereto as Exhibit A is a true, complete and accurate copy of the Lease.

C. Owner, as borrower or as co-borrower with one or more other co-borrower(s), has applied to (together with its successors and assigns, “ Lender ”) for a loan (“ Loan ”), which will be secured by, among other things, a mortgage, deed of trust, trust indenture or deed to secure debt encumbering the Property (“ Mortgage ”).

D. As a condition to making the Loan, Lender has required that Tenant furnish certain assurances to, and make certain agreements with, Lender, as set forth below.

THEREFORE, as a material inducement to Lender to make the Loan, Tenant warrants and represents to, and agrees with, Lender as follows:

1. ESTOPPEL . TENANT WARRANTS AND REPRESENTS TO LENDER, AS OF THE DATE HEREOF, THAT:

1.1 Lease Effective . The Lease has been duly executed and delivered by Tenant and, subject to the terms and conditions thereof, the Lease is in full force and effect, the obligations of Tenant thereunder are valid and binding, and there have been no modifications or additions to the Lease, written or oral, other than those, if any, which are referenced above in Recital B . There are no other promises, agreements, understandings or commitments between Owner and Tenant relating to the Property, and Tenant has not given Owner any notice of termination under the Lease, except as set forth in Exhibit A .

1.2 No Default . To Tenant’s actual knowledge: (a) there exists no breach, default, or event or condition which, with the giving of notice or the passage of time or both, would constitute a breach or default under the Lease either by Tenant or Owner; and (b) Tenant has no existing claims, defenses or offsets against rental due or to become due under the Lease.

1.3 Entire Agreement . The Lease constitutes the entire agreement between Owner and Tenant with respect to the Property, and Tenant claims no rights of any kind whatsoever with respect to the Property, other than as set forth in the Lease.

1.4 No Sublet . Except as set forth on Exhibit A , there is presently no subletting of the Property, or any part thereof, or assignment by Tenant of the Lease, or any rights therein, to any party.

1.5 Minimum Rent . The current annual minimum base rent under the Lease is $ , subject to any escalation, percentage rent and/or common area maintenance charges provided in the Lease, and such rent is current as of the date hereof.

1.6 Rental Payment Commencement Date . The rent stated in Section 1.5 above will begin or began on .

1.7 Rentable Area . The rentable area of the leased premises is square feet.

1.8 Commencement Date . The term of the Lease commenced or will commence on .

1.9 Expiration Date . The term of the Lease will expire on (unless sooner terminated in accordance with the Lease).

1.10 Options to Renew or Extend . Tenant has no option to renew or extend the lease term, except as follows: (if none, write “None”).

1.11 No Commission . To the best of Tenant’s knowledge and belief, there are no rental, lease or similar commissions payable with respect to the Lease.

1.12 No Deposits or Prepaid Rent . No deposits, including security deposits, or prepayments of rent have been made in connection with the Lease, except as follows: (if none, write “None”). None of the rent has been paid more than one (1) month in advance and Tenant agrees not to pay rent more than one (1) month in advance unless otherwise specified in the Lease.

1.13 No Other Assignment . Tenant has received no notice, and does not have actual knowledge of, any other assignment of the landlord’s interest in the Lease.

1.14 No Purchase Option or Preferential Right to Purchase . Tenant does not have any option or preferential right to purchase all or any part of the Property, except as follows: (if none, write “None”).

1.15 Possession . Except for any sublease set forth in Exhibit A , Tenant is in full and complete possession of the Property and has accepted the Property, including any tenant improvements or other work of Owner performed thereon pursuant to the terms and provisions of the Lease, and the Property is in compliance with the Lease. There are no contributions, credits, free rent, rent abatements, deductions, concessions, rebates, unpaid or unreimbursed construction allowances, offsets or other sums due to Tenant from Owner under the Lease, except .

1.16 Open and Operating . Except as permitted under the Lease, Tenant is open for business and in operation on the Property.

1.17 Authority . The undersigned representative of Tenant is duly authorized and fully qualified to execute this instrument on behalf of Tenant thereby binding Tenant.

1.18 Financial Condition; Bankruptcy . Since the date of the Lease, there has been no material adverse change in the financial condition of the Tenant, and there are no voluntary actions or, to Tenant’s best knowledge, involuntary actions pending against Tenant under the bankruptcy laws of the United States or any state thereof.

2. HEIRS, SUCCESSORS AND ASSIGNS . THE COVENANTS HEREIN SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE HEIRS, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO. WHENEVER NECESSARY OR APPROPRIATE TO GIVE LOGICAL MEANING TO A PROVISION OF THIS AGREEMENT, THE TERM “ OWNER ” SHALL BE DEEMED TO MEAN THE THEN CURRENT OWNER OF THE PROPERTY AND THE LANDLORD’S INTEREST IN THE LEASE.

3. NOTICE OF CHANGES . TENANT ACKNOWLEDGES AND AGREES THAT OWNER AND LENDER SHALL BE ENTITLED TO RELY ON TENANT’S CERTIFICATIONS SET FORTH HEREIN. TENANT HEREBY FURTHER AGREES FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE HEREOF TO NOTIFY OWNER AND LENDER IN WRITING OF ANY MATERIAL CHANGES IN THE TRUTH AND ACCURACY OF ANY OF THE CERTIFICATIONS CONTAINED HEREIN PROMPTLY UPON TENANT’S ACTUAL KNOWLEDGE OF EACH SUCH CHANGE. FOR PURPOSES OF THIS SECTION, OWNER’S AND LENDER’S ADDRESS ARE AS FOLLOWS UNLESS OTHERWISE NOTIFIED BY OWNER AND LENDER:

Owner :		Lender :

[ NAME OF LANDLORD
HERE:

		Tel. No.:
Tel. No.:		Fax No.:
Fax No.:

4. “ACTUAL KNOWLEDGE” . AS USED HEREIN, THE TERM “TENANT’S ACTUAL KNOWLEDGE” OR ANY GRAMMATICAL VARIATION THEREOF SHALL MEAN AND REFER TO THE ACTUAL KNOWLEDGE OF THE UNDERSIGNED WITHOUT ANY DUTY TO INVESTIGATE WHATSOEVER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CERTIFICATE, IT IS ACKNOWLEDGED AND AGREED BY ANY PARTY RELYING ON THIS CERTIFICATE THAT THE UNDERSIGNED SHALL HAVE NO PERSONAL LIABILITY HEREUNDER.

[Signature Page to Follow]

IN WITNESS WHEREOF, Tenant has executed this instrument as of , 2016

	TENANT :

	FIRST MIDWEST BANK,
	an Illinois state-chartered bank


	By:
	Name:
	Title:

Exhibit A

Lease and Amendments

Termination Notices

Subleases

EXHIBIT K

Form of Declaration

WHEN RECORDED, RETURN TO:

Jones Day
77 West Wacker, Suite 3500
Chicago, Illinois 60601
Attention: Brian L. Sedlak, Esq.

[SPACE ABOVE FOR RECORDER’S USE ONLY]

DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS

THIS DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS (this “ Declaration ”) is made this day of , 2016, by FIRST MIDWEST BANK, an Illinois state-chartered bank (“ Declarant ”).

W I T N E S S E T H:

WHEREAS, Declarant owns that certain parcel of land and improvements located in the City of McHenry, County of McHenry, State of Illinois, commonly known as 3510 W. Elm Street, McHenry, IL, which property is legally described on Exhibit A-1 hereto and is shown on Exhibit B hereto as identified as “ McHenry Main ”; and

WHEREAS, Declarant also owns that certain parcel of land and improvements located in the City of McHenry, County of McHenry, State of Illinois, commonly known as 1308 N. Richmond Street, McHenry, IL, which parcel is legally described on Exhibit A-2 hereto and is shown on Exhibit B hereto as identified as “ McHenry Carey ”. McHenry Main and McHenry Carey may be collectively referred to herein as the “ Lots ” or individually as a “ Lot ”; and

WHEREAS, certain real property located within McHenry Carey and McHenry Main, which parcel is legally described on Exhibit A-3 hereto and is shown on Exhibit B hereto Identified as the “Declaration Premises”, is referred to in this Declaration as the “ Declaration Premises ”; and

WHEREAS, Declarant desires to create a non-exclusive easement over a portion of McHenry Carey and McHenry Main, consisting of the Declaration Premises, and to apportion certain rights and obligations with respect thereto under the terms of this Declaration in connection with the future sale, lease or use of McHenry Main and McHenry Carey.

NOW, THEREFORE, it is declared, covenanted and granted as follows:

Article I
Easements

1.1 Easements for Use of Declaration Premises.

(a) Declarant hereby reserves to itself, and grants to each of the owners of McHenry Carey from time to time (the “ McHenry Carey Owner ”) and of McHenry Main (the “ McHenry Main Owner ” together with the McHenry Carey Owner, the “ Lot Owners ”, each a “ Lot Owner ”), the non-exclusive, perpetual, right, privilege and easement to use each portion of the sidewalks, walkways, drive aisles and parking areas constructed on the Declaration Premises, including pedestrian and vehicular access and parking; such easements to be for the non-exclusive use of its respective successors and assigns and their respective tenants, licensees and invitees, in common with such McHenry Carey Owner, its tenants, licensees, invitees, successors and assigns, for the following purposes:

(1) To use the parking areas and access drives to provide parking and passage by motor vehicles, bicycles and pedestrians on the Declaration Premises and the adjoining public highways or private roads; and

(2) To use the various sidewalks and walkways that may exist from time to time on the Declaration Premises to provide passage by pedestrians between McHenry Main and McHenry Carey and adjoining public or private sidewalks and walkways.

(b) No obstruction shall be permitted by either Lot Owner, which would prevent utilization and access to the Declaration Premises either to or from the public or private roads abutting said areas or to or from McHenry Main or McHenry Carey. In no event shall Declarant or any subsequent Lot Owner cause or permit the modification or alteration of the Declaration Premises or otherwise take or permit action (including any modification to the improvements now or hereafter located on McHenry Main or McHenry Carey) which would prevent or alter the current utilization and access of the Declaration Premises without the prior consent of the other Lot Owner (which consent may be withheld in its sole discretion).

(c) The Lot Owners agree that they shall only use the Declaration Premises for the purposes set forth in Section 1.1(a)(1) and 1.1(a)(2) herein and shall not grant any other easement, license or access to any third party that would impair the easement set forth herein.

(d) The above easements may be temporarily impaired to the extent of construction activities on either of McHenry Main or McHenry Carey. Each Lot Owner agrees to complete such construction activities as soon as possible and repair any damage to the easement areas caused thereby.

1.2 Non-Dedication . It is stipulated and agreed that the grants contained in this Article are not intended and shall not be construed as a dedication of any portion of McHenry Main or McHenry Carey for public use and the parties hereto shall take whatever steps may be necessary to avoid such dedication.

Article II
Maintenance &
Rights and Responsibilities of Lot Owners

2.1 Maintenance .

(a) Each Lot Owner agrees that it shall, without any expense to Declarant (unless Declarant owns the Lot in question), maintain or cause to be maintained all improvements on its Lot and any other Lots for which it is responsible to maintain pursuant to subsection (b) below in good order and condition and state of repair and in accordance with all applicable laws. Any such costs and expenses shall not be reimbursable by other Lot Owners, subject to the terms hereof. Subject to the limitation set forth herein, each Lot Owner shall have the right to demolish improvements on its Lot other than the portion of the Lot that is part of the Declaration Premises.

(b) Lot Owners shall, at their sole cost and expense, maintain all sidewalks, walkways, driveways and drive aisles on the Declaration Premises within their respective Lots for common use and cross-access purposes in good order, condition and repair and in accordance with reasonable standards of cleanliness and maintenance, subject to the terms hereof. Any such costs and expenses shall not be reimbursable by other Lot Owners, subject to the terms hereof.

(c) In the event a Lot Owner shall fail to comply with its obligations set forth in subsections (a) and (b) above, any other Lot Owner, after giving the defaulting party thirty (30) days’ notice (or in the case of emergency such shorter notice as is reasonable), shall have the right but not the obligation to effectuate said maintenance or repairs, as the case may be, at such defaulting party’s expense. Such right shall be in addition to any other rights and remedies the non-defaulting party has at law or in equity. The cost of such maintenance and repairs, together with interest on such advanced funds in an amount equal to twelve percent (12%) per annum, shall be immediately reimbursed to the Lot Owner which fulfills the obligation by the defaulting party upon presentation of invoice.

Article III
Miscellaneous

3.1 Modification . This Declaration may not be modified in any respect whatsoever or rescinded, in whole or in part, except with the consent of both Lot Owners affected by such modification, and then only by written instrument duly executed in recordable form and duly recorded in the office of the McHenry County, Illinois Recorder of Deeds.

3.2 Taxes . Each Lot Owner shall pay when due the real estate taxes, assessments and other like charges which may be levied, assessed or charged against its Lot, or any part thereof.

3.3 Successors and Assigns . The easements and rights granted and obligations assumed herein (a) are made for the direct, mutual and reciprocal benefit or burden of the real property affected; (b) will constitute covenants running with the land; and (c) will be binding upon and inure to the benefit of the Declarant and each Lot Owner and their respective successors, assigns, transferees, employees, agents, customers, tenants, licensees and invitees.

3.4 Indemnification . Each Lot Owner hereby indemnifies and agrees to defend (by counsel acceptable to the indemnified Lot Owner) and save the other Lot Owner harmless from and against any and all claims, demands, actions, suits, losses or damages, costs, expenses and liabilities (collectively, “ Claims ”) whenever arising on or after the date hereof arising out of or due to (a) any act (whether of commission or omission) of the indemnifying Lot Owner or any of its employees, guests, tenants, subtenants, agents, representatives, licensees, visitors, contractors invitees, successors and assigns and all persons claiming by or through them, with respect to the Declaration Premises, (b) the exercise of the indemnifying Lot Owner’s rights or the performance of the indemnifying Lot Owner’s covenants and obligations under this Declaration, (c) the use or occupancy of the Declaration Premises by the indemnifying Lot Owner or any of its designees or (d) any act by the indemnified Lot Owner or its designees in the curing of any default by the indemnifying Lot Owner under the terms of this Declaration, whether or not any such Claims are asserted by a designee of the indemnifying Lot Owner, or by any other third party; provided, however, this Section 3.4 shall not apply to Claims resulting from negligence or willful misconduct of the indemnified Lot Owner.

3.5 Attorney’s Fees . In the event of any controversy, claim, or dispute relating to this instrument or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney’s fees and costs.

3.6 Notices . Any notice to be given hereunder may be personally delivered, delivered by contract carrier, or may be deposited in the United States mail, registered or certified, postage prepaid and return receipt requested, addressed to a Lot Owner at its Lot and to Declarant as follows:

If to Declarant:	First Midwest Bank One Pierce Place, Suite 1500 Itasca, IL 60143 Attn: Corporate Secretary
with a copy to:	Jones Day 77 West Wacker Drive, Suite 3500 Chicago, IL 60601 Attn: Brian L. Sedlak, Esq. Phone: 312-269-4334 Fax: 312-782-3939 E-Mail: brianlsedlak@jonesday.com

Either party may change its address at any time by notifying the other in writing, of such change. Service of any notice pursuant hereto shall be deemed complete at the time of delivery.

3.7 Severability . If any term or provision of this Declaration shall, to any extent, be invalid or unenforceable, the remainder of this Declaration (or the application of such term or provision, to persons or circumstances other than those in respect of which is invalid or unenforceable) except those terms or provisions, which are made subject to or conditioned upon such invalid or unenforceable term or provision, shall not be affected thereby, and each other term and provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law.

3.8 Governing Laws . This Declaration shall be construed and governed in accordance with the laws of Illinois.

3.9 Estoppel Letter . At any time from time to time, upon request of Declarant or any Lot Owner, each Lot Owner and the Declarant shall, without charge, execute, acknowledge and deliver to the requesting party within ten (10) days after request, an instrument stating (if the same be true) that as of such date, no default has been declared hereunder by any party hereto and that the party executing the instrument has no knowledge of any facts or circumstances which it might reasonably believe would give rise to a default by any party.

3.10 Term of this Declaration . This Declaration and the easements created hereby shall be a perpetual covenant that runs with the land and shall be effective in perpetuity.

3.11 No Merger . These shall be no merger of the interests created by this Declaration with any other real property interests, whether or not they or some of them are or become commonly held.

[Signatures on Following Pages]

IN WITNESS WHEREOF, the parties have executed this Declaration as of the day and year first above written.

	FIRST MIDWEST BANK.,
	an Illinois state-chartered bank


	By:
	Name:
	Title:

Forward future

tax bills to :

[ ]
[ ]

STATE OF	)
	) SS
COUNTY OF	)

GIVEN under my hand and notarial seal this day of , 2016.


	Notary Public

	[SEAL]

My commission expires:

EXHIBIT A-1

McHenry Main Legal Description

A-1- 1

EXHIBIT A-2

McHenry Carey Legal Description

A-2- 1

EXHIBIT A-3

Declaration Premises Legal Description

EXHIBIT L

Depiction of McHenry Stub Property

Exhibit 10.2

ABSOLUTE LEASE AGREEMENT

BY AND BETWEEN

[ ]
(LANDLORD)

AND
FIRST MIDWEST BANK, AN ILLINOIS STATE CHARTERED BANK
(TENANT)

FOR PREMISES LOCATED AT

[ ]

TABLE OF CONTENTS

		Page

1.	BASIC TERMS	1

2.	DEFINITIONS AND BASE PROVISIONS	2

3.	GRANTING CLAUSE	9

4.	USE	10

5.	RENT	12

6.	NET LEASE	14

7.	REAL ESTATE TAXES	14

8.	PERSONAL PROPERTY TAXES	18

9.	OPERATING EXPENSES	18

10.	GENERATOR	18

11.	UPS	20

12.	TENANT’S REPAIR AND MAINTENANCE RESPONSIBILITIES	20

13.	COMPLIANCE WITH LAWS	23

14.	SURRENDER OF PREMISES	24

15.	ALTERATIONS	24

16.	ENTRY BY LANDLORD	27

17.	SECURITY	27

18.	TENANT’S INSURANCE OBLIGATIONS	28

19.	OFAC	32

20.	WAIVER OF SUBROGATION	33

21.	FIRE OR OTHER CASUALTY	34

22.	CONDEMNATION	36

23.	INDEMNIFICATION	38

24.	ASSIGNMENT AND SUBLETTING	40

25.	LIENS	42

26.	TENANT’S DEFAULT	43

27.	REMEDIES OF LANDLORD	44

28.	LANDLORD’S DEFAULT	46

29.	REMEDIES OF TENANT	46

TABLE OF CONTENTS

(continued)

		Page

30.	LANDLORD LIEN	47

31.	SUBORDINATION	47

32.	ESTOPPEL CERTIFICATE	47

33.	HAZARDOUS MATERIALS	48

34.	LOCKS AND SECURITY SYSTEM	50

35.	CONFIDENTIALITY/MEDIA RELEASES	50

36.	CUSTOMER RECORDS	51

37.	COMMUNICATIONS EQUIPMENT	51

38.	FORCE MAJEURE	51

39.	SIGNAGE	52

40.	HOLDING OVER	52

41.	FINANCIAL STATEMENTS	52

42.	QUIET ENJOYMENT	52

43.	NOTICES	53

44.	PERSONAL LIABILITY	53

45.	ENTIRE AGREEMENT	53

46.	AMENDMENTS	53

47.	LEGAL INTERPRETATION	54

48.	OPTION TO RENEW	54

49.	AUTHORITY TO ENTER INTO LEASE	56

50.	PARTIES BOUND	57

51.	NOT BINDING UNTIL EXECUTED	57

52.	SEVERABILITY	57

53.	WAIVER OF JURY TRIAL; CONSEQUENTIAL DAMAGES	57

54.	MEMORANDUM OF LEASE	58

55.	TERMINATION RIGHT	58

56.	RIGHT OF FIRST OFFER	58

57.	SITE-SPECIFIC PROVISIONS	59

EXHIBITS:	“A”	Base Rent
	“B”	Description of Premises
	“C”	Form of SNDA
	“D”	Form of Insurance Certificates
	“E”	Redundancy Equipment
	“F”	Restoration Standards
	“G”	Form of Estoppel Certificate
	“H”	Sale and Purchase Procedures

iii

ABSOLUTE LEASE AGREEMENT

THIS ABSOLUTE LEASE AGREEMENT (this “ Lease ”) is entered into as of the day of , 2016, by and between [ ] (“ Landlord ”), and First Midwest Bank, an Illinois state chartered bank (“ Tenant ”).

RECITALS

A. Tenant was the fee simple owner of the Premises prior to the date hereof.

B. Landlord purchased the Premises from Tenant pursuant to an Agreement of Purchase and Sale dated as of the date hereof (the “ Purchase and Sale Agreement ”).

C. Landlord and Tenant are executing this Lease pursuant to which Landlord shall lease the Premises back to Tenant, on the terms and conditions set forth below.

NOW THEREFORE , in consideration of the mutual promises, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. BASIC TERMS .

A. “ Base Rent ”: Base Rent shall be paid in accordance with Exhibit “A” attached hereto and made a part hereof.

B. “ Buildings ”: Those buildings located on the Property in the approximate square footages set forth on Exhibit “B” , each individually a “Building” . Regardless of the actual size of the Buildings or the Premises, the Buildings and Premises shall be deemed to be the size set forth in this Lease.

C. “ Commencement Date ”: , 2016.

D. “ Expiration Date ”: , 20 , or as otherwise extended or terminated pursuant to the terms hereof.

E. “ Option to Renew ”: Five (5) additional periods of five (5) years each under the terms and conditions set forth in Section 48 of this Lease.

F. “ Premises ”: Collectively, the Buildings and the Property.

G. “ Property ”: Those certain tracts or parcels of land, more particularly described on Exhibit “B” , attached hereto and made a part hereof.

H. “ Term ”: A period of [ ], commencing on the Commencement Date and expiring on the Expiration Date, unless extended or sooner terminated as hereinafter provided.

2. DEFINITIONS AND BASE PROVISIONS . For purposes of this Lease, the following terms shall have the meanings indicated below:

A. “ 12-Month Destruction ”: Defined in Subsection 21.C. hereof.

B. “ Acceptable Tier 1 Common Equity Capital to Total Risk-Weighted Assets Ratio ”: A Tier 1 Common Equity Capital to Total Risk-Weighted Assets Ratio plus the capital conservation buffer required by the applicable federal banking regulator equal to a minimum of 7.0%, provided that Tenant, in good faith and in consultation with Landlord, may, by written notice to Landlord, decrease the “7.0%” threshold to a lower percentage consistent with (i) any reduction by the applicable federal banking regulator in the required minimum tier 1 common equity capital to total-risk weighted assets ratio plus the capital conservation buffer for banks in the United States to a level below 7.0% in order for the bank to be classified as “adequately capitalized,” or such similar classification, and (ii) the then applicable requirements or guidance for calculating tier 1 common equity capital or total risk-weighted assets for banks in the United States.

C. “ ADA ” The Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., as the same may be amended from time to time and any and all rules and regulations which have become effective prior to the date of this Lease under such statutes.

D. “ Additional Charges ”: Defined in Subsection 4.B. hereof.

E. “ Additional Redundancy Equipment ”: Defined in Subsection 10.A. hereof.

F. “ Affiliate ”: With respect to any Person, shall mean a Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person (“ control ” being interpreted as ownership of more than twenty-five percent (25%) of the interests in such entity or the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, or by contract, or otherwise).

G. “ Alterations ”: Defined in Subsection 15.A. hereof.

H. “ Alternative Use ”: Defined in Subsection 4.A. hereof.

I. “ Anti-Money Laundering Laws ”: The BSA and the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (commonly referred to as the USA Patriot Act), P.L. 107-56, as the same may be amended from time to time and any and all rules and

regulations which have become effective prior to the date of this Lease under such statutes.

J. “ Arbitration Notice ”: Defined in Subsection 48.C. hereof.

K. “ ATMs ”: Defined in Subsection 15.F. hereof.

L. “ Base Rent ”: Set forth in Subsection 1.A. hereof.

M. “ Binding Notice ”: Defined in Subsection 48.C. hereof.

N. “ BSA ”: The Bank Secrecy Act (otherwise known as the Currency and Foreign Transactions Reporting Act), 31. U.S.C. §§ 310 et seq., as the same may be amended from time to time and any and all rules and regulations which have become effective prior to the date of this Lease under such statutes.

O. “ Buildings ”: Set forth in Subsection 1.B. hereof.

P. “ Casualty Proceeds ”: Defined in Subsection 21.C. hereof.

Q. “ Commencement Date ”: Set forth in Subsection 1.C. hereof.

R. “ Comparable Buildings ”: Buildings in the same market area as such Buildings that are comparable in size, design, use, location and quality to such Buildings.

S. “ Customer Records ”: Defined in Section 36 hereof.

T. “ Default Rate ”: The lesser of (i) the rate announced from time to time by First Midwest Bank as its “prime rate” or “reference rate” plus two percent (2%) or (ii) the highest rate allowed by applicable Law.

U. [“Eleven-Year Termination Effective Date”: Defined in Section 57 hereof.

V. “Eleven-Year Termination Notice”: Defined in Section 57 hereof.

W. “Eleven-Year Termination Right”: Defined in Section 57 hereof.]

X. “ Encumbrance ”: Any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, lease, sublease, attachment, conditional sales agreement, encumbrance, preemptive right, right of first refusal, right of first offer, restriction or other right of third parties, whether voluntarily incurred or arising by operation of Law, and includes any agreement to give any of the foregoing.

Y. “ Environmental Laws ”: Each and every Law pertaining to environmental matters or Hazardous Materials issued by any authorities and in effect during the Term with respect to or which otherwise pertains to or affects the Buildings, or

any portion thereof, the use, ownership, occupancy or operation of the Buildings, or any portion thereof and as the same have been amended, modified or supplemented from time to time prior to the date hereof, including but not limited to the (1) Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), (2) Hazardous Substances Transportation Act (49 U.S.C. §1802 et seq.), (3) Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, (4) the Water Pollution Control Act (33 U.S.C. §1251 et seq.), (5) Safe Drinking Water Act (42 U.S.C. §300f et seq.), (6) Clean Water Act (33 U.S.C. §1321 et seq.), (7) Clean Air Act (42 U.S.C. §7401 et seq.), (8) Solid Waste Disposal Act (42 U.S.C. §6901 et seq.), (9) Toxic Substances Control Act (15 U.S.C. §2601 et seq.), (10) Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001 et seq.), (11) Radon Gas and Indoor Air Quality Research Act of 1986 (42 U.S.C. §7401 et seq.), (12) National Environmental Policy Act (42 U.S.C. §4321 et seq.), (13) Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. §9601 et seq.), (14) Occupational Safety and Health Act (29 U.S.C. §651 et seq.), (15) Refuse Act of 1999 (33 U.S.C. § 407 et seq.), (16) Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), (17) Marine Protection, Research and Sanctuaries Act (33 U.S.C. § 1401 et seq.), (18) Noise Control Act (42 U.S.C. § 4902 et seq.), (19) Atomic Energy Act (42 U.S.C. § 2011 et seq.) and (20) Nuclear Waste Policy Act of 1982 (42 U.S.C. § 10101 et seq.), as each is in effect during the Term and any and all rules and regulations in effect during the Term under such statutes.

Z. “ Estimated Repair Period ”: Defined in Subsection 21.C. hereof.

AA. “ Estimates ”: Defined in Subsection 48.D. hereof.

BB. “ Events of Default by Landlord ”: Defined in Section 28 hereof.

CC. “ Events of Default by Tenant ”: Defined in Section 26 hereof.

DD. “ Expiration Date ”: Set forth in Subsection 1.D. hereof.

EE. “ Force Majeure ”: Defined in Section 38 hereof.

FF. “ Fuel Tanks ”: Defined in Subsection 10.A. hereof.

GG. “ General Tax Indemnity ”: Defined in Subsection 7.E. hereof.

HH. “ Generator ”: Defined in Subsection 10.A. hereof.

II. “ Go Dark ”: Defined in Subsection 4.B. hereof.

JJ. “ Go Dark Notice ”: Defined in Subsection 4.B. hereof.

KK. “ Go Dark Termination Date ”: Defined in Subsection 4.B. hereof.

LL. “ Hazardous Materials ”: (a) any toxic substance or hazardous waste, substance, solid waste or related material, or any pollutant or contaminant; (b) radon gas, asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment containing dielectric fluid having levels of polychlorinated biphenyls in excess of applicable standards established by any governmental authority, or any petroleum product or additive; (c) any substance, gas, material or chemical which is now or hereafter defined as or included in the definition of “hazardous substances,” “toxic substances,” “hazardous materials,” “hazardous wastes,” “regulated substances” or words of similar import under any Environmental Laws; and (d) any other chemical, material, gas or substance the exposure to or release of which is prohibited, limited or regulated by any governmental authority that asserts or may assert jurisdiction over the Premises or the operations or activity at the Premises, or any chemical, material, gas or substance that does or is reasonably likely to pose a hazard to the health and/or safety of the occupants of the Premises or the owners and/or occupants of property adjacent to or surrounding the Premises.

MM. “ Hold Over Notice ”: Defined in Section 40 hereof.

NN. “ Indemnified Parties ”: Defined in Subsection 3.A. hereof.

OO. “ Landlord ”: Defined in the Preamble hereto.

PP. “ Landlord Claim ”: Defined in Subsection 23.A. hereof.

QQ. Landlord Federal Tax ID: [ ]

RR. “ Landlord Mortgage ” Defined in Section 31 hereof.

SS. Landlord Notice Address:

[ INSERT NAME OF LANDLORD ]

C/o Oak Street Real Capital, LLC

125 S. Wacker Drive, Suite 1220

Chicago, Illinois 60606

Attention: James Hennessey

Phone: 312-448-7832

E-mail: Hennessey@oakstreetrec.com

TT. Landlord Payment Information:

UU. “ Landlord’s Representatives ”: Landlord’s agents, attorneys, representatives, members, directors, officers and employees.

VV. “ Law ”: All applicable statutes, ordinances, rules, regulations, codes, orders, requirements, directives, binding written interpretations and binding written policies, rulings, and decrees of all local, municipal, state and federal governments, departments, agencies, commissions, boards or political subdivisions.

WW. “ Market Rate ”: Defined in Subsection 48.B. hereof.

XX. “ New Special Assessment ”: Defined in Subsection 7.D. hereof.

YY. “ Non-Standard Repair ”: Any repair or replacement that can be capitalized over the Useful Life thereof in accordance with U.S. generally accepted accounting principles consistently applied, including, without limitation, repairs or replacements of the roof, parking lot or heating, ventilation or air conditioning system.

ZZ. “ Normal Working Hours ”: 7:00 A.M. - 7:00 P.M. , Monday through Friday except New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and any other day on which banks in the State of Illinois are permitted to close.

AAA. “ OFAC Laws and Regulations ”: All Laws administered by the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury, codified at 31 C.F.R. Part 500 (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action regarding persons or entities with whom U.S. persons or entities are restricted from doing business (including persons or entities who have violated the U.S. Foreign Corrupt Practices Act 15 U.S.C. §§78dd-1, 78dd-2 and 78dd-3), as same may be amended from time to time.

BBB. “ Option to Renew ”: Set forth in Subsection 1.E. hereof.

CCC. “ Permitted Encumbrances ”: Any and all Encumbrances (i) affecting any portion of the Premises as of the Commencement Date, (ii) current taxes and assessments not yet due and payable or being contested in good faith by appropriate proceedings, (iii) arising or created by municipal and zoning ordinances and (iv) arising after the Commencement Date that, individually or in the aggregate, do not materially detract from the value, or impair in any material manner the use, of the Property.

DDD. “ Personal Property ”: Defined in Section 30 hereof.

EEE. “ Portfolio Lease ”: Defined in Section 26 hereof.

FFF. “ Premises ”: Set forth in Subsection 1.F. hereof.

GGG. “ Prohibited Persons ”: Defined in Subsection 19.B. hereof.

HHH. “ Property ”: Set forth in Subsection 1.G. hereof.

III. “ Purchase and Sale Agreement ”: Defined in Recital B hereof.

JJJ. “ Purchase and Sale Procedures ”: The procedures set forth on Exhibit “H” .

KKK. “ Real Estate Taxes ”: Defined in Subsection 7.A. hereof.

LLL. “ Redundancy Equipment ”: Defined in Subsection 10.A. hereof.

MMM. “Release” : A Hazardous Material that has been released, spilled, leaked, discharged, disposed of, emitted, emptied, dumped or allowed to escape at the Premises.

NNN. “ Rejection Notice ”: Defined in Subsection 48.C. hereof.

OOO. “ Renewal Amendment ”: Defined in Subsection 48.E. hereof.

PPP. “ Renewal Notice ”: Defined in Subsection 48.A.1. hereof.

QQQ. “ Renewal Option ”: Defined in Subsection 48.A. hereof.

RRR. “ Renewal Term ”: Defined in Subsection 48.A. hereof.

SSS. “ Rent ”: Defined in Subsection 5.C. hereof.

TTT. “ Repossessed Premises ”: Defined in Subsection 27.C. hereof.

UUU. “ Restoration Standards ”: Defined in Subsection 21.A. hereof.

VVV. “ ROFO Material Terms ”: Collectively, (i) the time period until the closing date (and whether time is of the essence with respect to the closing date), (ii) the amount of the deposit, (iii) whether seller financing will be provided and (iv) any conditions precedent to the purchaser’s obligations to closing that are not customarily granted in similar transactions in the area in which the Premises are located.

WWW. “ SNDA ”: Defined in Section 31 hereof.

XXX. “ Structural Replacement ”: Defined in Subsection 12.C. hereof.

YYY. “ Substitute Tenant ”: Defined in Subsection 27.C. hereof.

ZZZ. “ Taxes ”: Defined in Subsection 7.E. hereof.

AAAA. “ Tenant ”: Defined in the Preamble hereto.

BBBB. “ Tenant Claim ”: Defined in Subsection 23.B. hereof.

CCCC. Tenant Notice Address:

One Pierce Place
Suite 1500
Itasca, IL 60143
Attn: Chief Financial Officer

With a copy to:

One Pierce Place
Suite 1500
Itasca, IL 60143
Attn: Corporate Secretary

DDDD. “ Tenant’s Personal Property ”: Defined in Section 14.

EEEE. “ Tenant’s Representatives ”: Tenant’s agents, attorneys, representatives, directors, officers and employees.

FFFF. “ Tenant Security Requirements ”: Defined in Subsection 17.A. hereof.

GGGG. “ Term ”: Set forth in Subsection 1.H. hereof.

HHHH. “ Termination Notice ”: Defined in Subsection 21.C. hereof.

IIII. “ Termination Right ”: The Eleven-Year Termination Right .

JJJJ. “ Tier 1 Common Equity Capital to Total Risk-Weighted Assets Ratio ”: The financial ratio for an entity in the United States determined by the following calculation, with each component calculated in accordance with United States generally accepted accounting principles, consistently applied: (i) (x) the sum of the par value of the common stock of such entity, plus the additional paid in capital of such entity, plus the retained earnings of such entity, less (y) the sum of such entity’s treasury stock, at cost, plus such entity’s goodwill and other intangible assets, plus any disallowed deferred tax assets for such entity divided by (ii) the value of such entity’s assets multiplied by a risk factor mandated by the applicable federal banking regulator.

KKKK. “ Total Destruction ”: Defined in Subsection 21.C. hereof.

LLLL. “ Transfer ”: Defined in Subsection 24.A. hereof.

MMMM. “ UPS ”: Defined in Section 11 hereof.

NNNN. “ Useful Life ”: Defined in Subsection 12.C. hereof.

OOOO. “U.S. Publicly-Traded Entity” : Defined in Subsection 19.A. hereof.

PPPP. “ Utility Charges ”: Defined in Subsection 9.A.

3. GRANTING CLAUSE .

A. Landlord, in consideration of the covenants and agreements to be performed by Tenant, and upon the terms and conditions contained in this Lease, does hereby lease, demise, let and deliver to Tenant, and Tenant, in consideration of the covenants and agreements to be performed by Landlord and upon the terms and conditions contained in this Lease, does hereby lease from Landlord, the Premises, to have and to hold for the Term. Tenant acknowledges receipt and delivery of complete and exclusive possession of the Premises, and subject to the Permitted Encumbrances. Tenant acknowledges and confirms that for a substantial period prior to and up to and including the execution of this Lease, Tenant has been in continuous ownership and possession of the Premises, is fully familiar therewith, and has examined and otherwise has knowledge of the condition of the Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for its purposes hereunder. Regardless, however, of any knowledge, examination or inspection made by Tenant and whether or not any patent or latent defect or condition was revealed or discovered thereby, Tenant is leasing the Premises “as is,” “where is” and “with all faults” in its present condition. Tenant hereby irrevocably, unconditionally and absolutely waives and relinquishes any claim or action against Landlord whatsoever in respect of the condition of the Premises as of the Commencement Date, including any patent or latent defects or adverse conditions not discovered or discoverable or otherwise known or unknown by Tenant as of the Commencement Date.

LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN FACT OR IN LAW, IN RESPECT OF THE PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS MATERIALS, IT BEING AGREED THAT ALL SUCH RISKS, KNOWN AND UNKNOWN, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT, INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY ENVIRONMENTAL CONDITION OF THE PREMISES, ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.

Without limiting the foregoing, Tenant realizes and acknowledges that factual matters existing as of the Commencement Date now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses that are presently unknown, unanticipated and unsuspected, and Tenant further agrees that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Tenant nevertheless hereby intends to release, discharge and acquit Landlord and Landlord Mortgagee, and each of their respective successors and assigns, their members, managers, partners, shareholders, officers, directors, agents, attorneys and representatives (“ Indemnified Parties ”) from any and all such unknown losses, damages, liabilities, costs and expenses.

B. Landlord and Tenant covenant and agree that: (i) each will treat this Lease in accordance with U.S. generally accepted accounting principles, consistently applied, and as a true lease and/or operating lease for state law reporting purposes and for federal income tax purposes; and (ii) each party will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to any governmental authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Subsection 3.B.

C. Tenant acknowledges that fee simple title (both legal and equitable) to the Premises is vested in Landlord and that Tenant has only the leasehold right of possession and use of the Premises as provided herein.

4. USE .

A. Subject to the provisions of Subsection 4.B, Tenant may use the Premises for the operation of a bank branch offering financial services and any other services now or hereafter permitted by Law to be offered by a bank or a bank holding company and any other purpose for which such Premises is being used as of the Commencement Date subject to all Laws and Permitted Encumbrances; provided, however, that subject to all Laws, Permitted Encumbrances, including all such restrictions and/or exclusions contained therein, and all other provisions of this Lease, including, without limitation, the insurance requirements of Section 18 and the repair and maintenance responsibilities of Section 12, Tenant shall (on not less than thirty (30) days’ written notice to Landlord of its intention to do so) have the right at any time and from time to time, to change the use of the Premises, or any portion thereof, from its then current use or any substantially similar use to any other retail or office use (collectively, “ Alternative Use ”). It is agreed that the foregoing use and restriction on use is a material inducement to Landlord entering into this Lease and that Landlord would not enter into this Lease without this inducement. Tenant shall use the Premises and all parking and common areas only as provided by and in accordance with all Encumbrances, subject to

Landlord’s reservation of rights herein. Tenant shall not use or occupy the Premises, or any part thereof, nor permit or allow the Premises or any part thereof to be used or occupied, for (i) any purpose or in any manner which is in violation of any Law or a violation of the provisions set forth in Section 33 or (ii) in any manner which violates any certificates of occupancy for the Premises or makes void or voidable any insurance then in force with respect thereto as is required pursuant to Section 18 hereof. Tenant’s occupancy of the Premises will be in compliance with all Laws and Insurance Requirements, and as otherwise provided in this Lease. Tenant shall neither suffer nor permit the Premises or any portion thereof to be used, or otherwise act or fail to act, in such a manner as (I) might reasonably tend to impair Landlord’s title thereto or to any portion thereof, other than a Permitted Encumbrance, (II) may make reasonably possible a claim of adverse use or possession, or an implied dedication of the Premises or any material portion of the Premises, or (III) may subject the Premises or this Lease to any Encumbrances, other than Permitted Encumbrances.

B. If Tenant determines in its sole discretion to permanently cease business operations at the Premises for at least six (6) months, except in the case of renovation or casualty (in which event, Tenant may cease operations during such renovation or casualty) (“ Go Dark ”), Tenant shall give written notice of such intention to Landlord not less than ninety (90) days prior to elect to Go Dark (“ Go Dark Notice ”); it being understood and agreed that Tenant shall remain liable for each and every obligation under this Lease with respect to the Premises from and after the date that Tenant elects to Go Dark until the Go Dark Termination Date, if any. At any time following Landlord’s receipt of the Go Dark Notice, Landlord, in its sole and absolute discretion, may elect to terminate this Lease by written notice to Tenant given not less than ninety (90) days prior to the termination date set forth in such notice (“ Go Dark Termination Date ”). If Landlord so elects to terminate this Lease:

(1) For the avoidance of doubt, on the Go Dark Termination Date, Tenant shall pay to Landlord all Rent which is due or which will be due and payable as of such Go Dark Termination Date (which, for the avoidance of doubt, shall not include any Rent payable with respect to the Premises after the Go Dark Termination Date), including all Special Assessments, Taxes, Utility Charges, or additional sums which Tenant is liable for or for which Tenant has agreed to indemnify Landlord (“ Additional Charges ”) which are either known or ascertainable at such time, or reasonably determined by Landlord based on the most current available records for Additional Charges, subject to final adjustment. When the actual amount of such Additional Charges has been finally determined, Landlord and Tenant shall promptly adjust such amount and refund or pay any difference to the other party, as the case may be.

(2) Notwithstanding the foregoing provisions of this Subsection 4.B., Tenant shall not have the right to exercise its Go Dark right with respect to the

Premises if the same would constitute a breach or default under any Encumbrances; provided, however, that for the purpose of this Subsection 4.B.(2). only, the Landlord Mortgage and all related documents shall not constitute an Encumbrance which would prevent the exercise of such Go Dark right.

(3) After receipt of the Go Dark Notice, and subject to satisfaction of all conditions in this Subsection 4.B., then upon the Go Dark Termination Date, this Lease shall terminate as aforesaid, and Tenant shall be released from all further obligations and liabilities with respect to the Premises and this Lease, which first arise or accrue after the Go Dark Termination Date, subject to all obligations of Tenant which survive expiration or termination of the Lease.

For avoidance of doubt, Tenant’s election to Go Dark shall not be deemed to be a default or an Event of Default by Tenant under this Lease. Until such time as Landlord delivers a notice setting a Go Dark Termination Date, Tenant shall have the right, in its sole discretion, to deliver a notice to Landlord rescinding its Go Dark Notice.

C. Tenant will not enter into any agreements or consent to any transaction or instruments that will create an Encumbrance on the Premises (except for any sublease or mortgage on Tenant’s leasehold interest in the Premises, pursuant to any approvals required and the terms and conditions herein, or any other Permitted Encumbrance).

5. RENT .

A. Tenant shall pay to Landlord Base Rent in the manner provided in Subsection 5.C. in equal consecutive monthly installments in advance on or before the 1 st day of each calendar month commencing as of the Commencement Date and continuing through the Term. If the Term commences on a day other than the first day of a calendar month, or ends on a day other than the last day of a calendar month, Base Rent for such month shall be prorated by multiplying same by a fraction, the numerator of which is the number of days of the Term within such calendar month and the denominator of which is the total number of days within such calendar month.

B. Tenant agrees to pay all Real Estate Taxes and Utility Charges as set forth below.

C. For purposes of this Lease, Base Rent, Real Estate Taxes, Utility Charges and any and all other amounts, sums, charges, liabilities and obligations which Tenant assumes or agrees to pay or may become liable for under this Lease at any time and from time to time are sometimes collectively referred to as “ Rent ”; and, in the event of any failure on the part of Tenant to pay any portion of the Rent (except where such failure is directly due to the acts or omissions of Landlord),

every fine, penalty, interest and cost which may be added for nonpayment or late payment of such items, including, without limitation, all amounts for which Tenant is or may become liable to indemnify Landlord and Indemnified Parties under this Lease (including reasonable attorneys’ fees and court costs) shall be deemed to be Rent. Except as expressly set forth to the contrary herein, all Rent is payable in lawful money of the United States of America and legal tender for the payment of public and private debts without notice, demand, abatement, deduction, or setoff in accordance with the ACH information specified in Subsection 2.TT., or in accordance with other ACH information as Landlord designates to Tenant in writing.

D. Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs and administrative complications not contemplated hereunder, the exact amount and scope of which is presently anticipated to be extremely difficult to ascertain. Accordingly, if any installment of Rent due to Landlord is not paid within five (5) business days after delivery to Tenant of written notice from Landlord that Tenant has failed to pay Rent when due, Tenant shall pay Landlord on written demand a late charge equal to five percent (5%) of the delinquent installment of Rent, when it pays the delinquent installment. The parties agree that this late charge represents a fair and reasonable estimate of the costs and expenses (including economic losses) that Landlord will incur by reason of late payment by Tenant. The parties further agree that such late charge is Rent and not interest and such assessment does not constitute a lender or borrower/creditor relationship between Landlord and Tenant. In addition, any amount of delinquent Rent due to Landlord shall accrue interest at the Default Rate from the date which is five (5) business days after delivery to Tenant of written notice from Landlord that Tenant has failed to pay Rent when due up to the date that the Rent is paid. The payment of such late charge or such interest shall not constitute waiver of, nor excuse or cure, any default under this Lease, nor prevent Landlord from exercising any other rights and remedies available to Landlord. Notwithstanding the foregoing, Tenant shall be responsible for payment of all interest, late charges, and other costs and fees imposed by third parties with respect to late payments of Utilities or other third party charges the responsibility of Tenant hereunder.

E. Landlord covenants that, due to Landlord’s organizational structure or jurisdiction, Tenant shall not be required by applicable law to pay any withholding tax on any Rent payable hereunder or make any deduction on any payment of Rent.

F. Landlord shall provide to Tenant a completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), on or before the Commencement Date. Landlord shall promptly notify Tenant of any changes to the information set forth therein.

6. NET LEASE .

A. This Lease is a “true lease” and/or an “operating lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease. The business relationship created by this Lease and any related documents is solely that of a long term commercial lease between Landlord and Tenant, this Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, or shall be deemed or construed, to create a partnership (de facto or de jure) between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any way responsible for the debts, obligations or losses of Tenant.

B. Landlord and Tenant acknowledge and agree that (i) this Lease is, and is intended to be, what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Lease shall yield to Landlord the full amount or benefit of the installments of Base Rent, Real Estate Taxes and all other Rent throughout the Term with respect to the entire Premises, all as more fully set forth in Section 5 and subject to any other provisions of this Lease that expressly provide for adjustment or abatement of Rent or other charges (if any). Except as otherwise expressly set forth in this Lease, all of the costs, expenses, responsibilities and obligations of every kind and nature whatsoever foreseen and unforeseen relating to the condition, use, operation, management, maintenance, repair, restoration and replacement of the Premises and all improvements and appurtenances related thereto or any part thereof shall be performed and paid by Tenant, and Landlord shall have no responsibility or liability therefor, except to the extent caused by Landlord’s negligence or willful misconduct. The covenants to pay Base Rent, Real Estate Taxes and all other Rent hereunder are independent covenants, and Tenant shall have no right to hold back, offset, deduct, credit against or fail to pay in full any such amounts for claimed or actual default or breach by Landlord of whatsoever nature or for any other reason whatsoever. For the avoidance of doubt, Tenant shall not have, and hereby expressly and absolutely waives, relinquishes, and covenants not to assert, accept or take advantage of, any right to deposit or pay with or into any court or other third-party escrow, depository account or tenant account with respect to any disputed Rent, or any Rent pending resolution of any other dispute or controversy with Landlord.

7. REAL ESTATE TAXES .

A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; assessments including assessments for supplemental assessments and public improvements or benefits (subject to Subsection 7.D.), whether or not commenced or completed prior to the date

hereof and whether or not to be completed within the Term; water, sewer and other utility levies and charges; excise tax levies; fees including license, permit, inspection, authorization and similar fees; and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Buildings or the Property and/or the Rent (other than Real Estate Taxes) and all interest and penalties thereon attributable to any failure in payment by Tenant (other than failures arising from the acts or omissions of Landlord) which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the property or the leasing or use of the Premises or the property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “ Real Estate Taxes ”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, revenue, excise, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall promptly, upon request, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Subsection 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof.

B. If Landlord receives a bill for Real Estate Taxes, Landlord shall provide the bill for each installment of Real Estate Taxes to Tenant at least forty-five (45) days prior to when due, or as soon as possible thereafter as Landlord has received such bill and shall request that the local tax assessor’s office issue a duplicate copy of the real estate tax bill directly to Tenant. If Landlord fails to timely deliver a bill for Real Estate Taxes hereunder, Landlord shall be responsible for any penalties, late charges or other expenses incurred by Tenant if it fails to timely pay such Real Estate Taxes as a result of such delay. Tenant shall pay the Real Estate Taxes set forth on such bill prior to when due if during the Term. Tenant shall, if Landlord so requests, provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default beyond the expiration of any applicable notice and cure periods in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, if such penalties and interest are caused by Tenant’s failure to pay such Real Estate Taxes in a timely manner, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand

with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments (other than those assessments under Subsection 7.D.) shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis.

C. Tenant shall have the right, before delinquency occurs of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 18 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law or insurance requirements of Section 18. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its reasonable, actual out-of-pocket costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein and/or fully participate therein in conjunction with Tenant. The provisions of this Subsection 7.C. shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than the Real Estate Taxes being contested in accordance herewith and any Impositions or Third-Party Charges that Tenant may from time to time be required to impound with Landlord Mortgagee pursuant to this Lease) payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save Landlord and all Indemnified Parties and the

Premises harmless from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord or the Premises in connection with any such contest and any loss resulting therefrom, except to the extent caused by Landlord’s negligence or willful misconduct. Landlord and Tenant shall each promptly notify the other of any written notice of any claims or assessments for Real Estate Taxes that may be asserted by applicable taxing authorities that could result in a potential liability or expense for the other, and coordinate with the other the response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant.

D. In the event that a new special assessment for the Premises (the “ New Special Assessment ”) is proposed or enacted during the Term, Landlord, immediately upon receipt of notice thereof, shall notify Tenant of such New Special Assessment. Landlord shall not voluntarily elect to participate in, or vote in favor of, any such New Special Assessment without Tenant’s written approval thereof, which approval shall not be unreasonably withheld or delayed. If Landlord has the option to cause the assessments associated with a New Special Assessment to be paid in installments, Landlord shall so elect, and Tenant shall only be responsible for those installments that are due and payable during the Term. To the extent that any New Special Assessments are included in Real Estate Taxes, such New Special Assessment shall be paid pursuant to the provisions of Subsection 7.B. hereof.

E. Tenant will indemnify the Indemnified Parties, on an after-tax basis, against any fees or taxes, including, but not limited to, Real Estate Taxes, (“ Taxes ”) imposed by the United States or any taxing jurisdiction or authority of or in the United States in connection with Tenant’s use of the Premises or this Lease (unless with respect to a portion of the Premises which has been recaptured or terminated). This general tax indemnity (“ General Tax Indemnity ”) will exclude: (i) Taxes based on income or capital gains, or franchise or doing business taxes of an Indemnified Party imposed by a jurisdiction in which such Indemnified Party is otherwise resident for tax purposes or is subject to taxation as a result of the Premises being located in such jurisdiction; (ii) Taxes on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Taxes preference); (iii) Taxes to the extent they would not have been imposed if the Indemnified Party or any of its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes that activities or presence are unrelated to the transaction contemplated hereby; (iv) Taxes resulting from a voluntary or involuntary transfer by an Indemnified Party of an interest in all or any part of the Premises, an Indemnified Party or any other interest created under the operative documents, other than during an Event of Default by Tenant and other than pursuant to Tenant’s exercise of any rights or obligations under the operative documents; (v) Taxes imposed because the Indemnified Party is not a

U.S. person; (vi) Taxes resulting from the negligence or willful misconduct of the Indemnified Party or any of its Affiliates or the violation of any provision of this Lease by the Indemnified Party or any of its Affiliates; and (vii) Taxes, with respect to any period after the expiration or earlier termination of this Lease. The General Tax Indemnity will be subject to Tenant’s right to contest Real Estate Taxes in the manner provided in Subsection 7.C. Tenant will be entitled to all future refunds of, and tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from or attributable to, any event giving rise to payment of a General Tax Indemnity or the making of such payment.

F. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority.

8. PERSONAL PROPERTY TAXES . Tenant shall be liable for and shall promptly pay when due all personal property taxes related to Personal Property and Tenant’s Personal Property placed in the Premises. Tenant may, without Landlord’s consent, before delinquency occurs, contest any such taxes related to the Personal Property. Tenant will not be liable for any personal property taxes of Landlord other than for personal property that is used specifically in the management, operation, repair and maintenance of the Premises.

9. OPERATING EXPENSES .

A. Utilities . During the Term, Tenant agrees to pay all fees, costs, expenses and charges for electricity, power, gas, oil, water, sanitary and storm sewer, septic system refuse collection, telephone, security, and other utilities and services consumed, rendered or used on or about the Premises (or any portion thereof) and such utility franchises as may be appurtenant to the use of the Premises (or any portion thereof) (collectively, “ Utility Charges ”).

B. Third Party Management . Tenant shall have the right to manage and operate the Premises (or any portion thereof) utilizing third parties for the management and operation thereof, without obtaining Landlord’s prior written consent of such third party. Notwithstanding the appointment of any third-party manager, Tenant shall remain fully responsible for the Premises in accordance with the terms hereof.

10. GENERATOR .

A. Tenant shall have the benefit of the use of the existing emergency generator and associated equipment, if any (collectively, the “ Generator ”) for Tenant’s back-up electrical service to the Premises, along with associated underground diesel fuel tanks (the “ Fuel Tanks ”) which may be located at any Buildings or nearby on the Property (the Generator and the Fuel Tanks are sometimes collectively, the “ Redundancy Equipment ”). The list of Redundancy Equipment is set forth on

Exhibit “E” attached hereto and made a part hereof. Tenant accepts the Redundancy Equipment in its “as-is” “where-is” condition with all faults. Additionally, upon receipt of written request of Tenant, Landlord grants Tenant the right, at Tenant’s sole cost and expense, to install additional generator(s) and above ground fuel tank(s) (the “ Additional Redundancy Equipment ”) in or around any Building or the Property, subject to obtaining Landlord’s prior written approval, not to be unreasonably withheld, delayed or conditioned, as to location, plans and specifications and installation procedures. Tenant will comply with the applicable Law and all easements, agreements, covenants, conditions and restrictions of record encumbering the Premises which relate to any such installation, operation, maintenance and repair of the Redundancy Equipment and the Additional Redundancy Equipment. All installations made by Tenant on or about any portion of the Premises pursuant to the provisions of this Section 10 shall be at the sole risk of Tenant, and neither Landlord, nor any agent or employee of Landlord, shall be responsible or liable for any injury or damage to, or arising out of, the Generator and the Fuel Tanks, except to the extent caused by Landlord’s negligence or willful misconduct. Tenant’s indemnity under Subsection 23.A. shall apply with respect to the installation, maintenance, operations, presence or removal of the Generator and the Fuel Tanks by or on behalf of Tenant.

B. Tenant will be responsible for the cost and operation, maintenance, repair, replacement, removal and insuring of the Redundancy Equipment and the Additional Redundancy Equipment, if applicable. Landlord shall not charge any additional Rent for the space utilized by the Redundancy Equipment or the Additional Redundancy Equipment, if applicable. Tenant shall keep and maintain the Redundancy Equipment and Additional Redundancy Equipment in good working order, condition and repair, normal wear and tear excepted. The Generator systems and related equipment shall be maintained and repaired by Tenant in compliance with IEEE Orange Book, Emergency and Standby Power Systems, Chapters 6.7 and 8.5. Tenant shall secure and keep in full force and effect, such supplementary insurance with respect to the Generator and Fuel Tanks as Landlord may reasonably require. Landlord makes no warranties whatsoever as to the permissibility of the Generator and/or Fuel Tanks under applicable Law or the suitability of any portion of the Premises for the installation thereof. Tenant, at its sole cost and expense, shall promptly repair any and all damage to any portion of the Premises caused by the installation, maintenance and repair, operation, replacement or removal of the Generator and/or any Fuel Tanks.

C. Upon the Expiration Date or the earlier termination of this Lease, (i) the Generator and the Fuel Tanks will remain with the Buildings, as Landlord’s personal property, in as good working order, condition and repair as of the Commencement Date, normal wear and tear excepted, and (ii) at Tenant’s option, the Additional Redundancy Equipment may either remain with the Buildings, as Landlord’s personal property, in as good working order, condition and repair as of

the date of installation during the Term, normal wear and tear excepted, or be removed in accordance with Section 14 of this Lease at Tenant’s sole cost and expense.

11. UPS . Tenant shall be allowed to maintain, at Tenant’s sole cost and expense, operate, use, repair and replace one (1) or more existing or new uninterrupted power source(s) (collectively, as applicable, the “ UPS ”) located or to be located in the Premises. Tenant will comply with the applicable Law and the Permitted Encumbrances associated with any such installation, operation, maintenance and repair of the UPS. Tenant will be responsible for the operation, maintenance, repair, replacement and insuring of the UPS and the UPS will remain part of Tenant’s Personal Property. Tenant will remove the UPS from the Premises in the manner and in accordance with Section 14 of this Lease at Tenant’s sole cost and expense.

12. TENANT’S REPAIR AND MAINTENANCE RESPONSIBILITIES .

A. Throughout the Term, Tenant, at its sole cost and expense, will keep the Premises in the same condition as on the Commencement Date (reasonable wear and tear excepted) whether or not the need for such repairs occurs as a result of Tenant’s use, the elements, or the age of the Buildings, the Property or Tenant’s Personal Property, or otherwise (but excluding Landlord’s negligence or willful misconduct, or any affirmative acts in connection with work performed by Landlord) and will commit or allow no waste with respect thereto and with reasonable promptness, make all necessary and appropriate repairs and replacements thereto of every kind and nature, including without limitation those necessary to ensure continuing compliance with all Laws and Insurance Requirements, whether interior and exterior, structural and nonstructural, ordinary and extraordinary, and foreseen and unforeseen. Tenant’s maintenance, repair and replacement obligations shall extend to and include, without limitation, all systems serving the Premises and, subject to any Encumbrances, all parking areas and landscaping on the Property. The necessity for and adequacy of repairs to each Building or other improvements forming a part of the Premises shall be measured by the standard which is appropriate for and equivalent in quality to such Building’s Comparable Buildings of similar construction and class. Tenant’s obligations under this Section 12 shall include the maintenance, repair and replacement (a) at all times, of any and all building systems, machinery and equipment which exclusively serve the Premises, and (b) the bearing walls, floors, foundations, roofs and all structural elements of the Premises. Tenant will not take or omit to take any action the taking or omission of which would reasonably be expected to (y) create (or permit to continue) any dangerous condition or (z) create (or permit to continue) any condition which might reasonably be expected to involve any imminent loss, damage or injury to any person or property. All repairs and replacements shall be in quality and class at least equal to the original work and shall be made promptly as and when necessary. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to make a replacement of any item in the event that a repair will provide adequate functionality to the item and would be customary and reasonable in Comparable

Buildings of similar construction and class. Repairs and replacements called for as a result of fire or other casualty and condemnation shall be made pursuant to the provisions of Sections 21 and 22, respectively. Notwithstanding the foregoing, the obligations of Tenant set forth in this Subsection 12.A. shall not require Tenant to maintain the Premises in a better condition than it existed as of the Commencement Date. In connection with the foregoing, but in no way expanding Tenant’s obligations hereunder and subject to Subsection 12.C., Tenant’s obligations shall include without limitation with respect to the Premises, to the extent applicable:

(1) Maintaining, repairing, and replacing, as necessary, the roof of all Buildings on the Premises;

(2) Maintaining and repairing the bearing walls, floors, foundations, and all structural elements of the Buildings on the Premises;

(3) Maintaining (including periodic washing and painting) and repairing the storefront, facade and exterior walls of the Buildings;

(4) Repairing and replacing, as necessary, the doors (including, without limitation, any overhead doors) and windows of the Buildings, and the mechanisms therefor;

(5) Causing the regular removal of garbage and refuse from the Premises;

(6) Causing the regular spraying for and control of insect, rodent, animal and pest infestation, and maintaining in good working order and condition all doors (both swinging and roll-up doors), including, without limitation, all weather seals;

(7) Servicing, maintaining, repairing and replacing all equipment on the Premises, including, without limitation, heating, ventilation, and air-conditioning equipment, Fuel Tanks, Generators, and UPS;

(8) Regular sweeping, cleaning and removal of trash, debris, other materials and stains from the Premises and from the immediately adjacent sidewalks, service drives and loading or delivery areas, if any, of the Premises, as necessary to keep the same clean and in good order and condition;

(9) Regular sweeping, cleaning and washing of the interior of the Buildings, including, without limitation, floors, windows and fixtures, and periodic washing and painting of interior walls;

(10) Repairing broken, damaged or leaking walls, bathrooms, roofs, or fixtures and equipment in the interior of the Buildings, including, without limitation, plate glass windows, windows, floors and lighting fixtures;

(11) Irrigating and performing all gardening and landscaping of all lawns, trees, shrubs and plantings immediately adjacent to the Buildings or in any parking areas located on the Premises; and

(12) Tenant shall maintain a contract on at least an annual basis for regular servicing and maintenance (at least once annually) of the heating, ventilating, air conditioning and vertical transportation systems serving the Buildings, unless Landlord shall otherwise direct. Upon written request of Landlord, Tenant shall submit to Landlord a copy of such fully paid contract and any extensions, renewals or replacements thereof. At a minimum, each maintenance contract for any such equipment shall include a provision that such contractor shall be required to coordinate any activities performed on the roof of the Buildings by a roofing contractor, so as to not void any roof or related warranties.

B. Except to the extent caused by Landlord’s gross negligence or willful misconduct, or any affirmative acts in connection with work performed by Landlord, Landlord shall not be required to furnish any services or facilities or make any repairs or alterations in or to the Premises, and Landlord shall not under any circumstances be required to (i) build or rebuild any improvements on the Premises; (ii) make any repairs, replacements, alterations, restorations or renewals of any nature to the Premises, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto; or (iii) maintain the Premises (including any parking or common areas which are part of or adjacent thereto) in any way. Tenant hereby expressly and unconditionally waives, to the fullest extent now or hereafter permitted by Law, the right to make repairs or perform any maintenance at the expense of Landlord which right may be provided for in any Law in effect at the time of the execution and delivery of this Lease or which may hereafter be enacted. Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises. However, on default of Tenant beyond the expiration of any applicable notice and cure periods in making such repairs or replacements, Landlord may, but shall not be required to, upon fifteen (15) additional days’ notice to Tenant, make such repairs and replacements for Tenant’s account and the expense thereof shall be paid by Tenant to Landlord upon demand with interest at the Default Rate.

C. Notwithstanding the foregoing, if a Non-Standard Repair or structural replacement (collectively, a “ Structural Replacement ”) must be made to the Premises or any portion thereof during the last two (2) years of the Term or any Renewal Term, Tenant must give Landlord written notice of the need for the Structural Replacement at least thirty (30) days prior to commencing such Structural Replacement, which notice must include: (i) a detailed estimate from a qualified contractor of the cost to repair or replace the applicable structural component without undertaking a Structural Replacement; (ii) bids for the cost of the Structural Replacement from at least three (3) reputable contractors; and (iii)

an estimate of the allocation of costs of the Structural Replacement between Landlord and Tenant as provided below. Landlord must give its prior written consent to the Structural Replacement before Tenant undertakes to complete the same, which consent may be promptly withheld or granted in Landlord’s sole discretion. If Landlord consents to a Structural Replacement and Tenant does not further renew or extend the Term, then, within sixty (60) days after the expiration of the Term (or Renewal Term), Landlord shall reimburse Tenant an amount determined by multiplying the out-of-pocket costs incurred by Tenant for the Structural Replacement by a fraction, the denominator of which is the anticipated useful life (the “ Useful Life ”) of the Structural Replacement, as determined in accordance with U.S. generally accepted accounting principles (stated in years), and the numerator of which is the Useful Life minus the number of full or partial years remaining in the Term or Renewal Term, as applicable, at the time such Structural Replacement is substantially completed. If Landlord disapproves Tenant’s request for a Structural Replacement, Landlord must promptly provide Tenant with a proposed alternative to such Structural Replacement and reasonable evidence to Tenant that the repairs Landlord proposes will be adequate to remediate the defect that necessitated the request for the Structural Replacement. Furthermore, at the time of Landlord’s approval of a Structural Replacement, Landlord shall provide adequate security to assure Tenant in its reasonable discretion that Landlord will be financially capable to reimburse Tenant for the amounts due from Landlord for the Structural Replacement and Tenant shall not be required to complete the Structural Replacement if Landlord has not provided such security. Notwithstanding the foregoing, if a Structural Replacement is requested as part of an Alternative Use as described in Subsection 4.A, Landlord shall not be required to reimburse Tenant any portion of the costs of such Structural Replacement.

D. Except as expressly set forth herein, nothing contained in this Lease and no action or inaction by Landlord shall be construed as (i) constituting the consent or request of Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction, alteration, addition, repair or demolition or maintenance of or to the Premises or any part thereof or any improvements thereto; or (ii) giving Tenant any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord in respect thereof.

13. COMPLIANCE WITH LAWS . Tenant shall, at its sole cost and expense, use and maintain the Premises in compliance with all Laws, and Tenant shall, at its sole cost and expense, comply with all Laws applicable to or having jurisdiction over the use, occupancy, operation, and maintenance of the Premises, including without limitation, all Environmental Laws, the ADA and other access laws and those which require the making of any structural, unforeseen or extraordinary changes and including those which involve a change of policy on the part of the governmental body enacting the same; provided, however, Tenant shall not be

required to cause the Premises to comply with any Law that is not applicable to the Premises based on the manner in which the Premises is being used during or at the end of the Term. Tenant, at its sole expense, shall comply with the requirements of policies of special form insurance coverage at any time in force with respect to the Premises as required pursuant to Section 18 hereof and with the provisions of all contracts, agreements and restrictions affecting the Premises or any part thereof in effect as of the date hereof or the ownership, occupancy or use thereof. Without diminishing the obligations of Tenant, if Tenant shall at any time fail to comply as promptly as reasonably practicable with any Law applicable to the Premises, or the use and occupation thereof, Landlord, after ten (10) additional days written notice to Tenant after an Event of Default by Tenant with respect to same, may cause the Premises to so comply and the reasonable costs and expenses of Landlord in such compliance shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Notwithstanding the foregoing, Tenant shall not be responsible for any remedial measures required for a violation of Law relating to the condition of the Premises as of the Commencement Date unless remedial measures are specifically required in a written notice from a governmental authority or unless such violation was caused by Tenant in its occupancy or ownership of the Premises prior to the Commencement Date.

14. SURRENDER OF PREMISES . Upon the expiration or termination of this Lease, Tenant shall surrender to Landlord the Premises, including all Alterations constructed by Tenant therein that Landlord has not requested that Tenant remove in accordance with Section 15 below, with all fixtures appurtenant thereto, (but not including furnishings, trade fixtures, furniture, computers, telephone systems, machinery, equipment and other Personal Property installed or placed on the Premises by Tenant) (collectively, “ Tenant’s Personal Property ”) free and clear of any occupants or tenancies (including subtenancies) and, subject to Section 13, in compliance with Laws (including, without limitation, Environmental Laws) and all Encumbrances and in as good condition and repair as existed as of the Commencement Date, reasonable wear and tear excepted, and any new buildings, alterations, improvements, replacements or additions constructed by Tenant and remaining at the Premises, in the same or better condition as when completed, reasonable wear and tear excepted. For the avoidance of doubt, to the extent there is a bank vault in the Premises, Tenant shall have no obligation to remove such vault on surrendering the Premises. At the end of the Term, all Alterations will belong to Landlord, unless they are Tenant’s Personal Property. Any of Tenant’s Personal Property installed or placed on the Premises by Tenant or any subtenant or assignee of Tenant, if not removed within thirty (30) days after termination or expiration of this Lease shall be deemed abandoned and become the property of Landlord without any payment or offset therefor if Landlord so elects, after five (5) business days prior written notice to Tenant. If Landlord shall not so elect, Landlord, after five (5) business days prior written notice to Tenant, may remove such property from the Premises and have it stored at Tenant’s risk and expense. Tenant shall repair and restore and save Landlord harmless from all damage to the Premises caused by such removal by Landlord.

15. ALTERATIONS .

A. Tenant shall not make any alterations, additions or improvements to the Premises or any portion thereof (“ Alterations ”) without first obtaining the prior written

consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s prior written consent shall not be required, but prior written notice shall be delivered to Landlord accompanied with full and complete drawings and plans prepared by a licensed architect or engineer, if applicable, for any Alterations: (i) that are not structural exterior additions or structural exterior alterations to the Premises; (ii) that will not change the essential nature of any Building as an office building or bank branch or ancillary uses; (iii) that will not materially and adversely affect the structural elements or roof of any Building; (iv) that will not materially and adversely affect the proper functioning of a Building’s systems on a permanent basis; and (v) that do not exceed the cost of Seven Hundred Fifty Thousand Dollars ($750,000.00) on a per project basis. For purposes of this Subsection 15.A, any Alterations made to a drive-through lane, drive-through canopy or related element on the Premises shall not be considered structural in nature. In seeking approval from Landlord of any Alterations, if required, Tenant shall provide Landlord with (1) full and complete drawings and plans for the proposed Alterations prepared by a licensed architect or engineer; and (2) notice of whether the Alteration will involve or affect Hazardous Materials in violation of Law. Tenant shall not have the right to seek any zoning changes or variances in connection with any Alterations without Landlord’s approval, which approval may (I) not be unreasonably withheld, conditioned or delayed if the zoning change or variance is in connection with the use of the Premises as an office building or bank branch or ancillary use and (II) be withheld in Landlord’s sole and absolute discretion if the zoning change or variance is in connection with the use of the Premises for a use other than as an office building or bank branch or ancillary use. Tenant shall procure all necessary governmental permits and approvals prior to commencing construction of any Alteration.

B. All Alterations shall be constructed by Tenant, without expense to Landlord, in a good, first class, professional and workmanlike manner so as not to void or make voidable any roof or other warranties, employing materials of first class quality free of material defects, and in compliance with all Law, all applicable Encumbrances and all regulations and orders, rules and regulations of the Board of Fire Insurance Underwriters or any other body exercising similar functions, and in compliance with the terms and conditions of this Lease.

C. Prior to the commencement of construction of any Alteration requiring Landlord’s consent, Tenant shall deliver to Landlord certificates evidencing the existence of (a) workmen’s compensation insurance with coverage limits not less than statutory limits covering all persons employed for such work; (b) a completed operations endorsement to the commercial general liability insurance policy referred to Subsection 18.B.; (c) reasonable comprehensive general liability and property damage insurance naming Landlord, its designees and Tenant as additional insureds, with coverage of at least $1,000,000 single-limit or such greater amount as may be reasonably requested by Landlord; and (d) builders all risk insurance on a completed value basis (or its equivalent) covering all physical

loss, in an amount no less than the full replacement value of the Alterations in question).

D. Promptly upon the completion of construction of any Alteration that is permanently affixed to the Premises, Tenant shall deliver to Landlord one complete set of “as built” drawings thereof (and if the Alterations involve any change to the footprint of the applicable Building or the erection of a new building, an ALTA survey for the Property certified to Landlord and any mortgagee of the Premises), proof of payment for all labor and materials, and if and to the extent commercially obtainable, copies of guarantees, if any, from all major contractors in favor of Landlord and Tenant (jointly and separately) against defects and deficiencies in materials and workmanship, and requiring the correction of the same upon demand of Landlord and Tenant at the expense of such contractor.

E. All Alterations, whether temporary or permanent in character, made in or upon the Premises either by Landlord or Tenant (other than Tenant’s Personal Property installed or placed on the Premises by or on behalf of Tenant) shall be Landlord’s property, and will remain with the Premises without compensation to Tenant. Notwithstanding the foregoing, in the case of any Alteration requiring Landlord’s prior written approval, Landlord may condition such approval on Tenant’s agreement to remove all or a portion of such Alteration at the end of the Term if, but only if, the Alteration will not, in the reasonable estimation of Landlord, have one or more of the causes and effects described in clauses (i) through (iv), inclusive, of Subsection 15.A. above, provided that Landlord may not, in any event, require the removal of any bank vault or safe deposit box installed by Tenant. Upon any termination of this Lease or Tenant’s right of possession of the Premises, all Alterations on the Premises required by Landlord to be removed as aforesaid, or any part or parts thereof so designated by Landlord at the time of Landlord’s approval, shall be removed from the Premises and the Premises restored to the same or better condition than existed immediately prior to the construction of the Alteration, reasonable wear and tear excepted.

F. During the Term, Tenant shall have the exclusive right without first obtaining Landlord’s prior written consent, but subject to compliance with all Laws and Encumbrances, to install, operate, maintain, remove and/or relocate any and all automatic teller machines, teller cash recycling machines and any other similar equipment or technology generally used in the banking industry (“ ATMs ”), safe deposit boxes, overnight deposit boxes, drive-up teller kiosks and any associated improvements in the Buildings or on the Property, at Tenant’s sole discretion, but subject to the provisions of Article 15. The ATMs shall be deemed Tenant’s Personal Property hereunder and remain the sole property of Tenant, and shall be removed by Tenant at the expiration or earlier termination of this Lease, Tenant being solely responsible for any repairs made necessary by such removal to bring the Premises to the same or better condition as on the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything to the contrary

herein, Tenant shall have the right, but not the obligation, to remove any safe deposit boxes, overnight deposit boxes, drive-up teller kiosks and any associated improvements, on or prior to surrendering the Premises, provided that, if Tenant elects to not so remove such property, they shall become Landlord’s personal property on expiration or termination of this Lease and further provided that, if Tenant removes such items, Tenant shall be solely responsible for any repairs made necessary by such removal to bring the Premises to the same or better condition as on the Commencement Date, reasonable wear and tear excepted.

16. ENTRY BY LANDLORD . Subject to Section 17, except in emergency situations, Landlord or Landlord’s Representatives shall have the right to enter, from time to time, the Premises or any portion thereof during Normal Working Hours (or at such other times as approved by Tenant, which approval shall not be unreasonably withheld or delayed) to (i) inspect the Premises, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders or, during the last twenty-four (24) months of the Term or any Renewal Term, to prospective tenants; and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not interrupt or interfere with Tenant’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises.

17. SECURITY .

A. “ Tenant Security Requirements ” shall mean that Tenant requires prior written notification of at least five (5) business days prior to Landlord’s intent to enter the Premises pursuant to Section 16, except in emergency situations. At all times while on the Premises, Landlord’s Representatives shall be prepared to provide proper identification. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises and must also provide proper identification at all times. If Landlord intends to show the Premises to prospective purchasers, lenders or tenants, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender or tenant, and, if such prospective purchaser, lender or tenant is reasonably determined by Tenant to be a competitor of Tenant, Tenant shall, at Tenant’s option, have at least three (3) business days to make any arrangements to further secure the Premises prior to the tour of the Premises with such prospective purchaser, lender or tenant.

B. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that Landlord and its agents, employees, contractors and invitees shall only have the right to enter any vaults or other areas designated or marked by Tenant as “Restricted”, “secure areas” or otherwise with the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion, and

if Tenant’s consent is granted, any such entry shall be made only with a representative of Tenant being present (except that Tenant’s consent and presence during entry shall not be required in the case of emergencies, in which case reasonable advance notice, taking into account the type of emergency, shall be required). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof.

18. TENANT’S INSURANCE OBLIGATIONS .

A. During the Term, Tenant shall provide and maintain property insurance on the Buildings and other improvements on the Property on an all-risk basis against physical loss or damage by fire and all other risks and perils, including but not limited to, flood, earthquake, and windstorm, in amounts no less than the full replacement cost, excluding excavations, footings and foundations, and with a deductible no greater than $25,000. Such insurance shall be on terms (i) that are no less favorable than insurance covering other similar properties owned or operated by Tenant; (ii) that have an agreed amount endorsement or with no co-insurance provisions; and (iii) with no exclusions for vandalism, malicious mischief, sprinkler leakage or acts of hostile groups. Boiler and Machinery Coverage shall be procured either by endorsement to the property policy or under a separate placement in an amount no less than 100% of the replacement cost or as otherwise approved in writing by Landlord. The property insurance shall (a) include an interim payments (or partial payment) clause allowing for the insurer to advance partial payments as mutually agreed between the insurer and Tenant; (b) cover loss sustained when access to all or a portion of a Building is prevented due to an insured peril at a location in the vicinity of the Premises; (c) cover loss sustained due to the action of a public authority preventing access to a Building provided such order is the direct result of physical damage of the type insured against at a Building or within 1,000 feet of it; (d) insure loss caused by damage or mechanical breakdown; (e) provide an ordinance or law extension; (f) cover loss sustained due to the accidental interruption or failure of supplies of electricity, gas, sewers, water or telecommunication up to the terminal point of the utility supplier with the Premises; (g) name Landlord and its lender(s) and other designees as loss payees and contain a lender loss payee endorsement; and (h) contain an endorsement providing coverage for cleanup of sudden and accidental pollution releases, with a sub-limit of at least $100,000. In addition to the foregoing coverages on the Buildings and other improvements, Tenant shall maintain property insurance covering Tenant’s machinery, equipment, furniture, fixtures, and all other Tenant’s Personal Property at a limit of liability of not less than the full replacement cost. During the period of any restoration and repair of the Premises, Tenant shall maintain an “all-risk” Builder’s Risk policy on a completed value basis for the full replacement cost of the property being repaired and restored.

B. During the Term, Tenant shall also provide and maintain the following insurance at the terms and in the limits specified below:

(1) Commercial General Liability Insurance against claims for third party Bodily Injury, Personal/Advertising Injury, Property Damage, and Products/Completed Operations Liability. Such insurance shall be written on an occurrence basis and such coverage shall include, but not be limited to, assumed contractual liability for the performance by Tenant of the indemnity agreements set forth in this Lease to which this insurance applies, cross liability, and/or severability of interests. Limits shall be no less than $1 million per occurrence and $2 million general aggregate with no retention or self insurance provision unless otherwise agreed to in writing in advance by the Landlord. Tenant shall cause Landlord and its lender or other designees to be named as additional insureds under such insurance.

(2) Workers Compensation and Employer’s Liability Insurance insuring against and satisfying Tenant’s obligations and liabilities under the workers compensation laws of the jurisdiction in which the Premises are located, with Employers Liability minimum limits per insured of $500,000 Bodily Injury each accident; $500,000 Bodily Injury by disease, each employee; $500,000 Bodily Injury by disease policy limit. Policies shall include Voluntary Coverage.

(3) Automobile Liability Insurance for liability arising out of claims for bodily injury and property damage arising from owned (if any), leased (if any), non-owned and hired vehicles used in the performance of the business, with a combined single limit of $1 million per accident for bodily injury and property damage and containing appropriate no-fault insurance provisions wherever applicable.

(4) Umbrella or Excess Liability Insurance written on an occurrence basis and covering claims in excess of the underlying insurance described in the foregoing subsections (1), (2) and (3) above, with a $25 million minimum limit per occurrence. Such insurance shall contain a provision that it will drop down as primary and noncontributory insurance in the event that the underlying insurance policy aggregate is exhausted.

(5) As and to the extent Tenant engages in (i) the sale of alcoholic beverages, liquor liability insurance, and/or (ii) the sale or use of gasoline or other petroleum products, Tenant shall procure pollution legal liability insurance covering each location with a retroactive date corresponding to the first occupation by Tenant with a minimum limit of Ten Million Dollars ($10,000,000) for each incident which coverage shall be primary and non-contributory and should also include coverage for any underground storage tanks located on the Property.

C. The required limits and coverages of all insurance set forth in Subsections 18.A. and 18.B. above may be reasonably adjusted by Landlord from time to time (but not more frequently than once every five (5) years) in conformity with the then prevailing custom of insuring liability in Comparable Buildings in the municipality in which the Premises is located.

D. In the event of a casualty or other loss under any property insurance policy, Tenant shall pay to Landlord the lesser of the amount of the deductible or the full amount of the loss in the case of a loss in an amount less than the deductible, which payment shall be treated in the same manner as insurance proceeds. Tenant shall also cause all such property policies to permit Tenant’s waiver of claims against Landlord under Section 20 for matters covered thereby. Tenant shall cause Landlord and its lender holding a first lien against the Premises (if Landlord has notified Tenant of the name and address of its lender) and any superior lessor or fee owner to be named as loss payees and/or mortgagees, as their interests may appear, under all property insurance policies and shall cause the coverage to continue for Landlord’s benefit notwithstanding any act or omission on Tenant’s part. By this Section 18 Tenant intends that the risk of loss or damage to the Premises and all property thereon, including Personal Property and Tenant’s Personal Property described above, be borne by responsible property insurance carriers and Tenant hereby agrees to look solely to, and to seek recovery only from, its respective property insurance carriers, in the event of a loss of a type described above to the extent that such coverage is agreed to be provided hereunder. For this purpose, any applicable deductible shall be treated as though it were recoverable under such policies

E. All insurance required to be maintained by Tenant pursuant to this Section 18 must be maintained with insurers authorized to do business in the jurisdiction in which the Premises are located. In the event that Tenant retains another insurer other than Travelers Insurance Company or CNA Insurance Company, such entity shall be required to have an A.M. Best Company Rating of at least A/VIII or Standard and Poor’s Rating of at least A. Tenant shall provide to Landlord, and at each renewal of expiring policies, such certificates as may be reasonably required to establish that the insurance coverage required by this Section 18 is in effect from time to time and that the insurer(s) have agreed to give Landlord and its lenders at least ten (10) days notice prior to any non renewal or cancellation of, or material modification to, the required coverage. Landlord and Tenant shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. Tenant shall cause all liability and property policies maintained by Tenant to be written as primary policies, not contributing with and not supplemental or excess to any coverage that Landlord or its lender may carry.

F. Tenant may provide the insurance required by virtue of the terms of this Lease by means of a combination of primary and excess or umbrella coverage and by

means of a policy or policies of blanket property insurance so long as (i) the amount of the total insurance allocated to the Premises under the terms of the blanket policy or policies furnishes protection equivalent to that of separate policies in the amounts required by the terms of this Lease, and (ii) the blanket policy or policies comply in all other respects with the other requirements of this Lease.

G. If Tenant fails to obtain the insurance coverage, as set forth in this Section 18 and does not cure its failure within five (5) days after written notice from Landlord, Landlord may, at its option, obtain such insurance for Tenant, and Tenant shall, upon demand, pay, as additional Rent, the cost thereof.

H. All policies of insurance required to be maintained pursuant to this Lease shall be endorsed so that if at any time should they be not renewed, canceled, coverage be reduced (by any party including the insured) which affects the interests of the Landlord or its lender(s) such non-renewal cancellation or reduction shall not be effective as to Landlord and its lender(s) for thirty (30) days, except for non-payment of premium which shall be for ten (10) days after receipt by the Landlord of written notice from such insurer of such cancellation or reduction. In addition to the foregoing, all policies of insurance required to be maintained pursuant to this Lease shall contain terms in accordance with Tenant’s normal business practice and reasonably acceptable to Landlord and shall (i) contain a severability of interest and a cross-liability clause; (ii) name Landlord, its lender, any ground lessor of the Property and other entities as additional insureds or loss payees, as required by contract; and (iii) be endorsed to waive any rights of subrogation against Landlord, its lenders, and their respective officers, directors, employees, agents, partners, and assigns. All policies of insurance required to be maintained pursuant to this Lease (other than in respect to automobile liability or workers compensation insurance) shall insure the interests of Landlord and Tenant regardless of any breach or violation by Tenant or any other party of warranties, declarations or conditions contained in such policies, any action or inaction of Tenant or others.

I. Prior to the Commencement Date and at least ten (10) days prior to each policy anniversary, Tenant shall furnish the Landlord with certificates of insurance or binders, in a form reasonably acceptable to Landlord evidencing all of the insurance required by the provisions of this Lease for the benefit of Landlord and required to be in force by the provisions of this Lease. Such certificates of insurance/binders shall be executed by each insurer in the case of the property policies, and in the case of liability policies, by each insurer or by an authorized representative of each insurer where it is not practical for such insurer to execute the certificate itself. Such certificates of insurance/binders shall identify underwriters, the type of insurance, the insurance limits and deductibles and the policy term and shall specifically list the special provisions enumerated for such insurance required by this Lease and shall be substantially in the form attached hereto as Exhibit “D” and made a part hereof. Upon the occurrence and during

the continuation of an Event of Default by Tenant, Landlord may request, and Tenant shall furnish, certified copies of all insurance policies required to be carried by Tenant pursuant to this Lease.

J. The parties acknowledge that as of the Commencement Date Tenant and Landlord have obtained a Real Estate Environmental Liability insurance policy issued by Steadfast Insurance Company (Zurich) dated [ ], 2016 as policy number [ ] (the “ Environmental Policy ”), naming Landlord and Tenant (and other parties) as insured parties. Upon the written request of the other party, Landlord and Tenant shall cooperate in good faith in submitting, pursuing and appealing any claims under the Environmental Policy and any responses from the insurer thereto, provided that the responding party shall not be required to incur out-of-pocket costs in connection with such cooperation. Upon Tenant’s written request, Landlord shall provide Tenant a copy of the Environmental Policy and associated insurance certificate. In the event Landlord reasonably believes that (i) it has a claim against Tenant pursuant to Subsection 33.E., and (ii) the subject matter of that claim is insured under the Environmental Policy hereof, prior to making a claim against Tenant under Subsection 33.E. Landlord shall make a claim under the Environmental Policy. If (i) Landlord reasonably believes the Environmental Policy does not cover the claim (or is less than the deductible or more than the cap), (ii) the Environmental Policy is no longer in existence or is not available to Landlord, or (iii) the insurance company denies all or part of such claim for any reason or no reason, Landlord may make a claim against Tenant under Subsection 33.E. hereof. For the avoidance of doubt, the presence or absence of the Environmental Policy or the acceptance or denial of a claim made pursuant to the Environmental Policy for any reason whatsoever does not affect the rights and obligations of the Landlord and Tenant hereunder, including, without limitation Tenant’s rights and Landlord’s obligations under Subsection 33.E. Neither party hereto may amend, modify, terminate or adversely affect the Environmental Policy without the prior written consent of the other party hereto, provided that, for the avoidance of doubt, Landlord and Tenant agree that a party making a claim on the Environmental Policy or otherwise exercising its rights thereunder shall not be deemed to amend, modify, terminate or adversely affect the Environmental Policy for purposes of this Lease.

19. OFAC .

A. Tenant has taken all reasonable measures, in accordance with all applicable Anti-Money Laundering Laws, with respect to each holder of a direct or indirect ownership interest in the Tenant, to assure that funds invested by such holders in the Tenant are derived from legal sources; provided, however, none of the foregoing shall apply to any person to the extent that such person’s interest in Tenant is in or through an entity, whose stock or shares are listed and traded on any recognized stock exchange located in the United States (a “ U.S. Publicly-Traded Entity ”).

B. Tenant hereby represents and warrants that neither Tenant, nor, to the actual knowledge of Tenant, any persons or entities holding any legal or beneficial ownership interest (direct or indirect) whatsoever in Tenant (1) has been designated by the President of the United States or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons” (collectively, “ Prohibited Persons ”), (2) is under investigation by any governmental authority for, or has been charged with, or convicted of, any violation of any Anti-Money Laundering Laws, or drug trafficking, terrorist-related activities or other money laundering predicated crimes or a violation of the BSA, (3) has been assessed civil penalties under these or related laws, or (4) has had any of its funds seized or forfeited in an action under these or related laws; provided, however, none of the foregoing shall apply to any person to the extent that such person’s interest is in or through a U.S. Publicly-Traded Entity. If the foregoing representations are untrue at any time during the Term and Landlord suffers actual damages as a result thereof, an Event of Default by Tenant will be deemed to have occurred, without the necessity of notice to Tenant.

C. Tenant has taken reasonable steps, consistent with industry practice for comparable organizations and in any event as required by law, to ensure that the Tenant is and shall be in compliance with all (1) Anti-Money Laundering Laws and (2) OFAC Laws and Regulations. Tenant will not during the Term knowingly engage in any transactions or dealings, or knowingly be otherwise associated, with any Prohibited Persons in connection with the use or occupancy of the Premises. A breach of the representations contained in this Section 19 by Tenant as a result of which Landlord suffers actual damages shall constitute a material breach of this Lease and shall entitle Landlord to any and all remedies available hereunder, or at law or in equity.

D. All references to “the actual knowledge of Tenant”, “Tenant’s actual knowledge” or words of similar import shall mean and refer to only the actual knowledge, without any duty of investigation or inquiry, of the Chief Financial Officer of Tenant.

20. WAIVER OF SUBROGATION . Notwithstanding anything to the contrary set forth in this Lease, to the fullest extent permitted by Law, neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any loss or damage to the property of the releasing party to the extent the loss or damage is covered by property insurance carried or required by this Lease to be carried by the releasing party EVEN THOUGH SUCH LOSS MIGHT HAVE BEEN OCCASIONED BY THE NEGLIGENCE OR WILLFUL ACTS OR OMISSIONS OF THE LANDLORD OR TENANT OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS OR INVITEES . Landlord and Tenant shall give each insurance company

which issues policies of insurance, with respect to the items covered by this waiver, written notice of the terms of this mutual waiver, and shall have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver, the amount of any deductible or self-insured retention applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible or self-insured retention relates. Each party shall pay any additional expense, if any, for obtaining such waiver.

21. FIRE OR OTHER CASUALTY .

A. All proceeds (except business interruption insurance proceeds not allocated to Rent expenses) payable by reason of any property loss, damage, or destruction of or to the Premises by fire or other casualty, or any portion thereof, under any property policy of insurance required to be carried hereunder, shall be paid to Landlord Mortgagee if required under any Landlord Mortgage, if any (or if none, to Landlord), to be held in trust for purpose of restoration of the Premises and made available to Tenant upon request and in accordance with Landlord Mortgagee’s customary procedures, or if there is no Landlord Mortgagee, by Landlord, pursuant to the procedures set forth in this Section 21 for the reasonable costs of preservation, stabilization, emergency restoration business interruption (other than any amount allocated to Rent expenses), reconstruction and repair, as the case may be, of any damage to or destruction of the Premises, or any portion thereof; provided, however, that the portion of such proceeds that are attributable to Tenant’s obligation to pay Rent shall be applied against Rent due by Tenant hereunder. If such proceeds are not made available to Tenant despite Tenant’s compliance with such customary procedures, Tenant shall have no obligation to restore the Premises. All proceeds paid to Tenant shall be used first for the repair of any damage to the Premises (other than such payment of Rent). Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction of the Premises to substantially the same condition as existed immediately before the damage or destruction and with materials and workmanship of like kind and quality and to Landlord’s reasonable satisfaction, and in accordance with the general terms and conditions of Exhibit “F” attached hereto, as applicable (collectively, “ Restoration Standards ”), shall be provided to Tenant. All salvage resulting from any risk covered by insurance for damage or loss to the Premises shall belong to Tenant. Tenant shall have the right to prosecute and settle insurance claims, provided that Tenant shall consult with and involve Landlord in the process of adjusting any insurance claims under this Section 21.

B. Subject to the customary provisions of any Landlord Mortgage, and subject to the terms of this Section 21, Landlord Mortgagee or Landlord shall make available to Tenant the insurance proceeds (net of all reasonable administrative and collection costs, including reasonable attorneys’ fees) paid to Landlord for such repair and rebuilding of the Premises as it progresses (other than business interruption

proceeds to be applied to Rent as aforesaid). Payments shall be made against certification of the architect responsible for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the approved plans and specifications therefor and the value of the work in place is equal to not less than one hundred ten percent (110%) of the aggregate amount advanced by Landlord for the payment of such work. Prior to commencing the repairing and rebuilding, Tenant shall deliver to Landlord for Landlord’s approval a schedule setting forth the estimated monthly draws for such work. Subject to the provisions of any applicable Landlord Mortgage, Landlord shall contribute to such payments, out of the insurance proceeds being held in trust by Landlord, an amount equal to the proportion that the total net amount so held by Landlord bears to the total estimated cost of repairing and rebuilding, multiplied by the payment by Tenant on account of such work. Landlord may, however, withhold ten percent (10%) from each payment until the work has been completed and unconditional lien releases and/or other proof has been furnished to Landlord that no lien or liability has attached, or will attach, to the applicable Building or the Property or to Landlord in connection with repairing, reconstructing and rebuilding.

C. If the Premises is damaged by fire or other casualty, whether or not from a risk covered by insurance, Tenant shall give Landlord prompt written notice thereof, and within thirty (30) days after the occurrence of the casualty, Tenant shall provide Landlord with a notice detailing Tenant’s good faith estimate, based on consultations with and supported by reports and recommendations of qualified architects and contractors, of the length of time (the “ Estimated Repair Period ”) that it will take following commencement of construction to complete the reconstruction, restoration and repair of the Premises, using customary construction techniques and assuming normal working conditions and work schedules, to reconstruct, restore or repair the Premises in accordance with the terms of this Section 21 and the Restoration Standards. If a fire or other casualty causes (i) a total destruction of the Buildings or a destruction of same such that the Premises, and the Estimated Repair Period exceeds twelve (12) months (“ Total Destruction ”), or (ii) a partial destruction of the Premises which occurs during the last twelve (12) months of the Initial Term or any exercised Renewal Term (“ 12-Month Destruction ”), then in either such event, Tenant may elect not to restore the Premises and terminate this Lease by the delivery of written notice thereof to Landlord (the “ Termination Notice ”) no later than forty-five (45) days after the date of the casualty and upon such termination neither party shall have any obligation to the other under this Lease. If Tenant elects to terminate this Lease pursuant to this Subsection 21.C., an amount (“ Casualty Proceeds ”) shall be paid by Tenant to Landlord or Landlord’s Mortgagee, if applicable, that is equal to all insurance proceeds attributable such damage or destruction. Rent shall continue unabated until the date of termination. Tenant waives any statutory rights of termination which may arise by reason of any damage or destruction of the Premises but such waiver shall not affect any contractual rights granted to Tenant under this Section 21.

D. In the event of a fire or other casualty and this Lease is not terminated under and in accordance with Subsection 21.C. above, Tenant shall, at its expense regardless of the amount of any such damage or destruction and whether or not the Casualty Proceeds, if any, shall be sufficient for the purpose, cause the Premises to be repaired, restored and replaced in accordance with all Law, this Section 21 and the Restoration Standards, as expeditiously as practicable using reasonable diligence to a condition as nearly as practicable to that which existed immediately prior to occurrence of the fire or other casualty and otherwise in a good workmanlike manner, using new materials of like quality.

E. No damage or destruction of the Premises as a result of fire or any other hazard, risk or casualty whatsoever shall relieve Tenant from Tenant’s liability to pay the full Rent payable under this Lease, except as otherwise expressly provided in this Section 21.

F. The provisions of this Lease, including this Section 21, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

22. CONDEMNATION .

A. Tenant and Landlord shall promptly give the other written notice upon knowledge of the actual or threatened commencement of any condemnation or eminent domain proceeding or other governmental taking affecting the Premises, and, to the extent not otherwise received, shall deliver to the other copies of any and all papers served in connection therewith. Subject to the remainder of this Section 22, if during the Term all or any part of the Premises shall be taken for any public or any quasi-public use under any statute or by right of eminent domain or by private purchase in lieu thereof, all compensation awarded or paid as a result thereof shall belong to and be the property of Landlord without any participation by Tenant and without any deduction therefrom for any estate hereby vested in or owned by Tenant and Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant may be or become entitled by reason of any taking of the Premises or any part thereof, subject to the other provisions of this Section 22. Landlord shall have the exclusive power to collect, receive and retain any such award proceeds and to make any compromise or settlement in connection with such award, subject to Landlord’s making available any award for Tenant’s restoration obligations hereunder. Nothing herein shall be deemed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for loss of business or depreciation to, damage to or cost of removal of, or for value of, stock, trade fixtures, furniture, machinery, equipment and other personal property belonging to Tenant, provided that no such

claim shall diminish or otherwise adversely affect Landlord’s award. Tenant agrees to execute any and all further documents that may be required in order to facilitate collection by Landlord of any and all awards. Tenant, in cooperation with Landlord, shall have the right to participate in any condemnation proceedings for the purpose of protecting Tenant’s interest hereunder.

B. If during the Term all or substantially all of the Premises shall be taken for any public or any quasi-public use under any statute or by right of eminent domain or by private purchase in lieu thereof the entire Premises or any substantial portion of the Premises which is sufficient to render the remaining portion of the Premises thereof unsuitable to be operated on a commercially practicable basis as it was immediately prior to such taking, taking into account, among other relevant factors, the amount of square footage and estimated revenue affected by such taking, then Tenant shall, not later than thirty (30) days after any such taking, give notice to Landlord of its intention to terminate this Lease on any business day specified in such notice which occurs not less than sixty (60) nor more than one hundred eighty (180) days after such taking. In such event, this Lease shall terminate on the date set forth in the notice provided by Tenant and upon such termination neither party shall have any obligation to the other under this Lease. Without limiting the foregoing, a taking of substantially all of the Premises under this Subsection 22.B. shall be deemed to have occurred if (i) fifty percent (50%) or more of the square footage of the Premises shall have been subject to a taking, or (ii) there shall have been a loss of access, ingress or egress, parking capacity or any other appurtenance necessary for the operation of the Premises substantially in the manner in which it had previously been operated and there is no reasonably equivalent replacement therefor.

C. If during the Term all or any part of the Premises shall be taken for any public or any quasi-public use under any statute or by right of eminent domain or by private purchase in lieu thereof and if the Lease is not terminated pursuant to Subsection 22.B, as expressly provided in Subsection 22.B., then this Lease shall continue in full effect without abatement or reduction of Rent or other sums payable by Tenant under this Lease (except to the limited extent provided below), notwithstanding such taking or private purchase. Tenant shall, promptly after any such taking and at its expense (regardless of whether any awards are available as a result of such taking), repair any damage caused by any such taking in accordance with this Section 22 and the Restoration Standards and so that, after the completion of such repair, the Premises shall be, as nearly as possible, in a condition as good as the condition thereof immediately prior to such taking, except for ordinary wear and tear. In the event of any such lesser taking as described in this Subsection 22.C., all of the net award collected by Landlord pursuant to Subsection 22.A. shall be held by Landlord or Landlord’s Mortgagee and applied and paid over toward the cost of repair of damage due to such taking against certificates of Tenant, signed by an authorized officer of Tenant, delivered to Landlord from time to time as such repair progresses or is completed, each such certificate describing such repair for which Tenant is requesting payment,

the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such repair. If such proceeds are not made available to Tenant, Tenant shall have no obligation to make such repair. If the cost of repairs shall exceed the net award collected by Landlord, Tenant shall pay the deficiency. Any balance remaining in the hands of Landlord after payment of such costs of demolition, repair and restoration shall be split by Landlord and Tenant such that Tenant shall retain an amount equal to such balance multiplied by a fraction, where the numerator is the number of years remaining in the Term divided by the number of years of the Term and the Landlord shall retain the remainder of such balance, provided that if Tenant subsequently exercises a Termination Right, if applicable, the excess proceeds shall be recalculated as if the Term ended on the effective date of the termination of this Lease, and Tenant shall, on such date, pay to Landlord any resulting overpayment.

D. If the use or occupancy of the Premises or any portion thereof shall be temporarily requisitioned by any governmental authority, civil or military, then this Lease shall continue in full effect notwithstanding such requisition, without abatement or reduction of Rent or other sums payable by Tenant hereunder, and Tenant shall be entitled to receive the entire net award payable by reason of such temporary requisition.

23. INDEMNIFICATION .

A. Notwithstanding the existence of any insurance required to be provided hereunder (but not in duplication thereof), and without regard to the policy limits of any such insurance, and in addition to and not in limitation of any other indemnity provided in this Lease, and subject to the provisions of Subsection 23.C., Tenant shall protect, indemnify, defend and hold all Indemnified Parties harmless from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation reasonable counsel fees and court costs, to the maximum extent permitted by Law, imposed upon, asserted against, suffered or incurred by any Indemnified Party directly or indirectly by reason of any claim, suit or judgment obtained or brought by or on behalf of any person or persons against any Indemnified Party, for damage, loss or expense due to, but not limited to, bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or are in any way attributable to the following events occurring during the Term: (i) Tenant’s use and occupancy of the Premises; (ii) the conduct of Tenant’s business; (iii) any activity, work or thing done or permitted by Tenant in or about the Premises, (iv) the condition of the Premises during the Term if and to the extent the obligation of Tenant under this Lease; (v) any breach or default in the performance of any obligation to be performed by Tenant beyond the expiration of any applicable notice and cure periods under the terms of this Lease or arising from any act, neglect, fault or omission of Tenant or Tenant’s Representatives; or (vi) any accident, injury to or death of any person or damage to any property howsoever caused in or on the Premises during the Term, except to the extent that any of

such claims, actions, demands, judgments, damages, liabilities or expenses arise from or are caused by the gross negligence or willful misconduct of Landlord or Landlord’s Representatives. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against any Indemnified Party (“ Landlord Claim ”). If at any time an Indemnified Party shall have received written notice of or shall otherwise be aware of any Landlord Claim which is subject to indemnity under this Subsection 23.A., such Indemnified Party shall give reasonably prompt written notice of such Landlord Claim to Tenant; provided, that, except to the extent Tenant is prejudiced in its defense of such Landlord Claim, (I) such Indemnified Party shall have no liability for a failure to give notice of any Landlord Claim and (II) the failure of such Indemnified Party to give such a notice to Tenant shall not limit the rights of such Indemnified Party or the obligations of Tenant with respect to such Landlord Claim. Tenant shall have the right to control the defense or settlement of any Landlord Claim, provided, that (1) if the compromise or settlement of any such Landlord Claim shall not result in the complete release of such Indemnified Party from the Landlord Claim so compromised or settled, the compromise or settlement shall require the prior written approval of such Indemnified Party, not to be unreasonably withheld, conditioned or delayed and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of such Indemnified Party, provided, further, that an Indemnified Party shall have the right, but not the obligation at its election and sole cost and expense, to participate fully in the defense of any Landlord Claim with counsel of its choice. Without limiting the foregoing and notwithstanding any provision to the contrary in this Lease, no Indemnified Party shall voluntarily agree to accept or incur liability for any Landlord Claim, or waive, toll or extend any applicable limitations period with respect to any Landlord Claim. Tenant’s liability under this Section 23 shall survive the expiration or earlier termination of this Lease.

B. Landlord shall indemnify, defend and hold Tenant and Tenant’s Representatives harmless from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation reasonable counsel fees and court costs, to the maximum extent permitted by Law, imposed upon asserted against, suffered or incurred by any of them directly or indirectly by reason of any claim, suit or judgment obtained or brought by or on behalf of any person or persons against Tenant or Tenant’s Representatives, for damage, loss or expense due to, but not limited to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or are in any way attributable to any breach or default in the performance of any obligation to be performed by Landlord beyond the expiration of any applicable notice and cure periods under the terms of this Lease, except to the extent any such claims, actions, demands, judgments, damages, liabilities or expenses arise from or are caused by or the gross negligence or willful misconduct of Tenant or Tenant’s Representatives. Landlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant or any of Tenant’s Representatives (“ Tenant Claim ”).

If at any time Tenant or any of Tenant’s Representatives shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Subsection 23.B., such party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, (i) such party shall have no liability for a failure to give notice of any Tenant Claim and (ii) the failure of such party to give such a notice to Landlord shall not limit the rights of such party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to control the defense or settlement of any Tenant Claim, provided, that (1) if the compromise or settlement of any such Tenant Claim shall not result in the complete release of such indemnified party from the Tenant Claim so compromised or settled, the compromise or settlement shall require the prior written approval of such indemnified party, not to be unreasonably withheld, conditioned or delayed and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of such indemnified party, provided, further, that such indemnified party shall have the right, but not the obligation at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Without limiting the foregoing and notwithstanding any provision to the contrary in this Lease, neither Tenant nor any of Tenant’s Representatives shall voluntarily agree to accept or incur liability for any Tenant Claim, or waive, toll or extend any applicable limitations period with respect to any Tenant Claim. Landlord’s liability under this Section 23 shall survive the expiration or earlier termination of this Lease.

C. Except to the extent prohibited by Law, caused by the negligence or willful misconduct of Landlord or the Indemnified Parties or subject to indemnification by Landlord under this Lease, Tenant hereby expressly releases Landlord, and Landlord Mortgagee and all Indemnified Parties from, and waives all claims for, damage or injury to person, theft, loss of use of or damage to property and loss of business sustained by Tenant and resulting from the Premises, including any Buildings, Property, Personal Property or Tenant’s Personal Property or any part thereof or any equipment therein or appurtenances thereto becoming in disrepair, or resulting from any damage, accident or event in or about the Premises. Without limiting the generality of the foregoing, this Subsection 23.C. shall apply particularly, but not exclusively, to: flooding, damage caused by Building equipment and apparatuses, water, snow, frost, steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise or vibration, death, loss, conversion, theft, robbery, or the bursting or leaking of pipes, plumbing fixtures or sprinkler devices.

24. ASSIGNMENT AND SUBLETTING .

A. Tenant shall have the right, without Landlord consent and without release of Tenant’s liability hereunder, to assign or otherwise transfer this Lease, voluntarily or involuntarily, by operation of law or otherwise, or sublet the whole or any part

of the Premises (collectively, “ Transfer ”) to any third party, including, but not limited to, an Affiliate of Tenant, provided that the use of the Premises by the proposed subtenant/assignee (i) will not violate or create any potential violation of any Law; (ii) will not violate any Permitted Encumbrances, provided that Landlord shall not be permitted to place or cause or permit to be placed on the Premises any Encumbrance that would adversely affect Tenant’s use or occupancy of the Premises or a portion thereof or Tenant’s ability to effectuate a Transfer; and (iii) will be consistent with the uses, including the Alternative Uses, described in Subsection 4.A. Tenant shall give prompt written notice to Landlord of any such Transfer. In no event shall any Transfer of this Lease be subject to a profit sharing arrangement with Landlord or allow Landlord to recapture the Premises or any portion thereof.

B. Notwithstanding the foregoing, Tenant may Transfer all of its rights and obligations under this Lease, and terminate, and relieve itself of, all liability hereunder, to any bank, financial institution, corporation, partnership, limited liability company or other legal entity that (i) acquires all or substantially all of the assets or voting stock of Tenant, (ii) is the surviving entity of a merger, share exchange or other combination with Tenant, or (iii) results from a consolidation, reorganization or recapitalization of Tenant with some other solvent corporation, partnership or other legal entity; provided that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the Affiliate) assumes all of such Tenant’s obligations under this Lease; and provided further that:

(1) either:

(a) immediately prior to the consummation of the transaction described in Subsections 24.B(i), (ii) or (iii), the counterparty to Tenant in such transaction has either (I) an investment grade issuer credit rating (currently designated as BBB-/Baa3 or higher, but subject to change) from a nationally recognized statistical rating organization that is then registered as such with the United States Securities and Exchange Commission (“ NRSRO ”) or (II) an issuer credit rating that is not less favorable than Tenant’s issuer credit rating immediately prior to the consummation of such transaction; or

(b) (I) the successor tenant or surviving entity in the transaction described in Subsections 24.B(i), (ii) or (iii) has total consolidated stockholders’ equity immediately following the consummation of such transaction greater than or equal to the total consolidated stockholders’ equity of the original named Tenant as of the date of this Lease AND (II) immediately prior to the consummation of the transaction described in Subsections 24.B(i), (ii) or (iii), the counterparty to Tenant in such transaction has an Acceptable Tier 1 Common Equity Capital to Total Risk-Weighted Assets Ratio;

(2) Tenant has received all necessary approvals from the applicable governmental entities, if any, for the transaction causing the Transfer to occur; and

(3) the successor tenant or surviving entity (i) will not violate or create any potential violation of any Law in its use of the Premises; (ii) will not violate any Permitted Encumbrances, provided that Landlord shall not be permitted to place or cause or permit to be placed on the Premises any Encumbrance that would materially, adversely affect Tenant’s use or occupancy of the Premises or a portion thereof or Tenant’s ability to effectuate a Transfer; and (iii) will use the Premises consistently with the uses, including the Alternative Uses, described in Subsection 4.A.

C. Except as set forth in Subsection 24.B., any Transfer that relieves Tenant of any liability shall require the consent of Landlord.

D. Any Transfer requiring Landlord’s consent shall not relieve Tenant, or any person claiming by, through or under Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Section 24, to any further Transfer. In the event of a sublease, if there exists an Event of Default by Tenant, Landlord may collect rent from the subtenant without waiving any rights under this Lease while such Event of Default by Tenant is continuing. Any rent Landlord may collect from any such subtenant will be first applied to the Rent due and payable under this Lease and any other amounts then due and payable and then applied to the Rent as it becomes due and payable under this Lease. So long as Tenant is not in default under this Lease beyond applicable notice and cure periods, any rent collected by Landlord from such subtenant which exceeds the amounts which are due and payable by Tenant to Landlord will be delivered to Tenant. The collection of the Rent and any other sums due and payable under this Lease, from a person other than Tenant shall not be a waiver of any of Landlord’s rights under this Subsection 24.D., an acceptance of assignee or subtenant as Tenant, or a release of Tenant from the performance of Tenant’s obligations under this Lease.

E. No Transfer shall impose any additional obligations on Landlord under this Lease. Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in conjunction with the processing and documentation of any Transfer requiring Landlord’s consent that is actually consummated.

25. LIENS . Tenant will not, directly or indirectly, create or permit to be created or to remain, and will promptly discharge, at its expense, any mechanic’s, supplier’s or vendor’s lien, encumbrance or charge on the Premises or any part hereof. The existence of any mechanic’s, supplier’s or vendor’s lien, or any right in respect thereof, shall not constitute a violation of this Section 25 if payment is not yet due upon the contract or for the goods or services in respect of which any such lien has arisen or, if Tenant is protesting or challenging such lien in good faith and has, within thirty (30) days after Tenant receives actual notice of such lien, bonded over such

lien. Nothing contained in this Lease shall be construed as constituting the consent or request of Landlord, expressed or implied, of any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Premises or any part thereof, and any such contractor, subcontractor, laborer, materialman or vendor shall look solely to Tenant and Tenant’s interest in the Premises to secure the payment of any bills for any labor, services, or materials furnished. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Premises or any part through or under Tenant, and that no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to the Premises. If Tenant has not removed any such lien or other encumbrance described above within thirty (30) days after written notice thereof to Tenant, Landlord may, but shall not be obligated to, pay the amount of such lien or other encumbrance or discharge the same by deposit, and the amount so paid or deposited shall constitute and be collectible with interest at the Default Rate. Landlord hereby consents to the granting of a lien or security interest on the fixtures, furnishings, trade fixtures, furniture, computers, telephone systems, machinery, equipment and other of Tenant’s Personal Property installed or placed on the Premises by Tenant in connection with any credit facility that Tenant has or may have during the Term hereof, and Tenant shall give Landlord written notice of any such lien.

26. TENANT’S DEFAULT . The following events shall be deemed to be “ Events of Default by Tenant ” under this Lease: (i) failure to pay Rent or any other monetary obligation as and when due, and such failure continues for five (5) business days after Tenant’s receipt of Landlord’s written notice thereof, provided that Landlord is required to give notice of such failure only twice in any consecutive 12-month period and Landlord is not required to give Tenant notice of default for the third and subsequent Rent and other payment defaults during any consecutive 12-month period so that for those defaults, an Event of Default occurs if Tenant fails to pay any Rent when due and the failure continues for a period of five (5) business days; (ii) abandonment of the Premises or any portion thereof with nonpayment of Base Rent; (iii) Tenant becomes insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under state or federal bankruptcy laws (or successor laws) or Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant; (iv) a writ of attachment or execution is levied on this Lease, or a receiver is appointed with authority to take possession of the Premises, which attachment, execution or receiver is not removed within thirty (30) days of filing or appointment of a receiver; (v) Tenant shall be liquidated or dissolved; (vi) Tenant shall violate Section 25 hereof; (vii) the estate or interest of Tenant in the Premises or any part thereof shall be levied upon or attached in any proceeding relating to more than Two Hundred Fifty Thousand Dollars ($250,000), and the same shall not be vacated, discharged or stayed pending appeal (or bonded or otherwise similarly secured payment) within the earlier of sixty (60) days after commencement thereof or thirty (30) days after receipt by Tenant of notice thereof from Landlord or any earlier period provided by law for obtaining any stay pending appeal or to prevent foreclosure or sale; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law; (viii) Tenant fails to maintain any insurance required by this Lease and the same is not cured within ten (10) days after Notice from Landlord; (ix) failure by Tenant to perform any other covenant, agreement or undertaking of the Tenant contained in this Lease if the failure to perform is not cured within thirty (30) days after Tenant’s

receipt of Landlord’s written notice thereof; provided, however, if the breach cannot reasonably be cured within thirty (30) days, Tenant shall not be in default if Tenant commences to cure the breach within thirty (30) days of receipt of Landlord’s written notice and diligently and in good faith continues to prosecute the cure of said breach to completion within a commercially reasonable period of time; and (x) an event of default beyond all applicable notice and cure periods by Tenant under subsection 26(i) through subsection 26(viii) of an absolute lease agreement by and between Landlord and Tenant dated on or about the date hereof in substantially the same form as this Lease (each, a “ Portfolio Lease ”), or the subsection thereof analogous to Subsection 26(i) through Subsection 26(viii) hereof; provided (I) it shall not be an Event of Default by Tenant under this Subsection 26(x) if there is an event of default beyond all applicable notice and cure periods under subsection 26(i) of a Portfolio Lease, or the subsection thereof analogous to Subsection 26(i) hereof, unless there is such an event of default of the same character and nature under at least three (3) other Portfolio Leases, (II) it shall be deemed an event of default by Tenant under a Portfolio Lease for purposes of this Subsection 26(x) only if there is an event of default beyond all applicable notice and cure periods by the tenant under such Portfolio Lease and such tenant is the Tenant hereunder or has Transferred its interest therein other than pursuant to subsection 24.B. of such Portfolio Lease, or the section thereof analogous to Subsection 24.B. hereof, or pursuant to any other Transfer whereby Landlord relieved the originally named tenant under such Portfolio Lease of all liability thereunder and (III) it shall not be an Event of Default by Tenant under this Subsection 26(x) if the landlord under such Portfolio Lease is not Landlord or an Affiliate thereof.

27. REMEDIES OF LANDLORD .

A. Upon the occurrence of any Event of Default by Tenant, Landlord shall have the option to pursue any one or more of the following remedies as well as any other remedy available at Law or in equity for such Event of Default by Tenant: (i) terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord; (ii) using lawful means, enter upon and take possession of the Premises without terminating this Lease and without being liable for prosecution or claim for damages, and relet, upon reasonable terms, all or a portion of the Premises (if Landlord elects to enter and relet the Premises, Landlord may at any time thereafter elect to terminate this Lease); (iii) sue periodically to recover damages during the period corresponding to the portion of the Term for which suit is instituted, and if Landlord elects to sue and is successful in such suit, Landlord shall be entitled to recover all costs and expenses of such suit, including reasonable attorneys’ fees, together with interest at the Default Rate; (iv) re-enter the Premises or any portion thereof and attempt to cure any default of Tenant, or make any such payment or perform such act for the account of and at the expense of Tenant, in which event Tenant shall, upon demand, reimburse Landlord as additional Rent for all reasonable costs and expenses which Landlord incurs to cure such default, together with interest at the Default Rate accruing from the date such costs and expenses were incurred, and Tenant agrees that no such entry or action by Landlord shall constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing, and no such entry shall be deemed an eviction of

Tenant; and (v) enforce the provisions of this Lease by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy. Tenant shall reimburse Landlord for any reasonable out-of-pocket expenses which Landlord actually incurs in complying with the terms of this Lease on behalf of Tenant, together with interest at the Default Rate.

B. If Landlord elects to terminate this Lease, Landlord shall be entitled to recover from Tenant all Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional Rent payable by Tenant, or for which Tenant is liable or for which Tenant has agreed to indemnify Landlord, which may be then owing and unpaid, and all reasonable costs and expenses, including court costs and reasonable attorneys’ fees incurred by Landlord in the enforcement of its rights and remedies hereunder, together with interest at the Default Rate. In addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (1) the aggregate sum which at the time of such termination represents the excess, if any, of the present value of the aggregate Rent which would have been payable after the termination date had this Lease not been terminated for the remainder of the Term or Renewal Term, as applicable, during which such termination occurred, over the then present value of the then aggregate fair rent value of the Premises for the balance of the Term or Renewal Term, as applicable, such present value to be computed in each case on the basis of the rate of U.S. Treasury Bills with the closest maturity date correlating with the amount of time left in the Term had this Lease not been terminated, and (2) any damages in addition thereto, including without limitation reasonable attorneys’ fees and court costs, which Landlord sustains as a result of the breach of any of the covenants of this Lease other than for the payment of Rent, and interest at the Default Rate.

C. Unless required by applicable Law, Landlord shall have no obligation to mitigate damages upon the occurrence of an Event of Default by Tenant. However, if Landlord is required by applicable Law to mitigate Tenant’s damages, Landlord’s obligation shall be satisfied in full if Landlord undertakes to lease the Premises (the “ Repossessed Premises ”) to another tenant (a “ Substitute Tenant ”) in accordance with the following criteria: (1) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants for such Repossessed Premises until Landlord obtains full and complete possession of such Repossessed Premises including, without limitation, the final and unappealable legal right to relet such Repossessed Premises free of any claim of Tenant; (2) Landlord shall not be obligated to lease or show such Repossessed Premises, on a priority basis, or offer such Repossessed Premises to a prospective tenant when other premises in the applicable Building or any other building owned by Landlord in the vicinity of such Building suitable for that prospective tenant’s use are (or will be) available; (3) Landlord shall not be obligated to lease such Repossessed Premises to a Substitute Tenant for a rent less than the current fair market rent then prevailing for similar uses in Comparable Buildings for such

Repossessed Premises, nor shall Landlord be obligated to enter into a new lease under other terms and conditions that are unacceptable to Landlord under Landlord’s then current leasing policies for comparable space in the applicable Building or for Buildings in the vicinity; (4) Landlord shall not be obligated to enter into a lease with a Substitute Tenant whose use would: (i) violate any restriction, covenant, or requirement contained in the lease of another tenant of the applicable Building; (ii) adversely affect the reputation of the applicable Building; or (iii) be incompatible with the operation of the applicable Building; and (5) Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant which does not have, in Landlord’s reasonable opinion, sufficient financial resources to operate such Repossessed Premises in a first class manner and to fulfill all of the obligations in connection with the lease thereof as and when the same become due. No reletting shall be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention is given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous default and/or exercise its rights under Subsection 27.A. and Subsection 27.B.

D. Pursuit of any of the above stated remedies by Landlord after an Event of Default by Tenant shall not preclude pursuit of any other remedy provided in this Lease or Law or equity, nor shall pursuit of any remedy constitute forfeiture or waiver of any payment due to Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an Event of Default by Tenant shall not be deemed or construed to constitute a waiver of any other violation or default. Notwithstanding the foregoing, Tenant shall not be responsible for any consequential, indirect, speculative or punitive damages of Landlord.

28. LANDLORD’S DEFAULT . “ Events of Default by Landlord ” under this Lease shall be deemed to be the situations where Landlord has breached or failed to perform any covenant, agreement or undertaking of Landlord under this Lease and has not commenced to cure such failure within thirty (30) days of Landlord’s receipt of Tenant’s written notice thereof and diligently and in good faith continue to cure the default until completion. If the breach cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default if Landlord commences to cure the default within the thirty (30) day period and diligently and in good faith continues to prosecute the cure of said breach to completion.

29. REMEDIES OF TENANT . Upon the occurrence of any Event of Default by Landlord, Tenant may pursue as follows: (A) (i) perform the obligations of Landlord in which event Landlord shall reimburse Tenant on demand for any reasonable and necessary costs and expenses which Tenant actually incurred in performing Landlord’s obligations, and, if Landlord fails to so reimburse Tenant within thirty (30) days of written demand, Tenant may (ii) bring suit

for damages against Landlord for any and all expenses (including reasonable attorneys’ fees) incurred by Tenant under this Section 29 and/or (B) seek injunctive or other equitable relief against Landlord. No waiver by Tenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Notwithstanding the foregoing, Landlord shall not be responsible for any consequential, indirect, speculative or punitive damages of Tenant.

30. LANDLORD LIEN . Landlord hereby waives, releases and relinquishes any and all claims, rights, interests, liens upon and rights of distraint, levy, attachment or recourse (whether arising by virtue of statute, common law or otherwise) against Personal Property and Tenant’s Personal Property. “ Personal Property ” shall be all personal property on the Premises, which shall include, without limitation, specialized equipment unique to the nature of Tenant’s business, computer software, computer tapes, computer program tapes, computer program disks, computer program documentation and manuals, computer program codes, customer accounts, customer lists, customer information, inventory and proprietary information which may belong to Tenant or be in the possession of Tenant, which is located or used upon, in or about the Premises during the Term, or any renewal or extension thereof. The foregoing waiver, release and relinquishment is self-operative and does not require the necessity for any further instrument or document. Notwithstanding the foregoing, Landlord hereby agrees to furnish, upon written request, waivers of Landlord’s rights and liens as described herein and shall exempt the same from distraint, levy, attachment or recourse using Landlord’s standard form reasonably acceptable to Tenant. For the avoidance of doubt, no property of Tenant’s customers will be subject to a lien, distraint, levy, attachment or recourse from Landlord.

31. SUBORDINATION . Tenant accepts this Lease subject and subordinate to any ground lease, mortgage, or deed of trust presently existing or hereafter arising upon the Premises, or upon the Buildings or the Property and to any renewals, modifications, refinancings and extensions thereof (each, a “ Landlord Mortgage ”); provided that, prior to each such subordination, Landlord shall cause the holder of any such Landlord Mortgage to execute and deliver to Tenant a non-disturbance agreement in substantially the form attached hereto as Exhibit “C” (such agreement, an “ SNDA ”). Notwithstanding the foregoing, Tenant agrees that any mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. The provisions of the foregoing sentence shall be self-operative and no further instrument of subordination shall be required.

32. ESTOPPEL CERTIFICATE . Within ten (10) business days after either party’s receipt of the written request and proposed document form (provided the written request is sent to the appropriate address in this Lease or at an address changed as notified to the non-requesting party from time to time), the non-requesting party shall execute and deliver to the requesting party an estoppel certificate in substantially the form attached hereto as Exhibit “G” as may be adjusted to reflect any factual changes or information known to the non-requesting party.

33. HAZARDOUS MATERIALS .

Notwithstanding anything contained in the Purchase and Sale Agreement to the contrary:

A. Tenant covenants and agrees that it shall not cause, conduct, authorize or allow (i) the presence, generation, transportation, storage, treatment, or usage at the Premises, or any portion thereof, of any Hazardous Material in violation of or which, if left uncured by Tenant, is likely to cause liability for, or obligation of, Landlord or Tenant under Environmental Laws; (ii) a Release or threat of Release of Hazardous Material on, under, about or in the Premises in violation of Environmental Laws; or (iii) any violation of any Environmental Law at or with respect to the Premises or activities conducted thereon. For avoidance of doubt, nothing in this Section 33 shall prohibit Tenant from using (I) such cleaning materials, pesticides, and other common household and office products to the extent Tenant does so in compliance with Environmental Laws, and (II) such materials in connection with the Redundancy Equipment or the Additional Redundancy Equipment to the extent Tenant does so in compliance with Environmental Laws.

B. If Tenant does generate, transport, store, treat or use any Hazardous Material at the Premises in compliance with Subsection 33.A.:

(1) Tenant shall, at its own cost, obtain all necessary permits and authorizations from any governmental authority and comply with all Environmental Laws;

(2) Tenant shall promptly provide Landlord with notice of any Release of Hazardous Materials in or around the Premises that Environmental Law requires to be reported to a governmental entity and copies of all material communications, permits or agreements to, from or with any governmental authority or agency (federal, state or local) relating to the Release of any Hazardous Material in or around the Premises; and

(3) Landlord and Landlord’s Representatives shall have the right upon reasonable prior notice, and subject to Section 16 and Section 17, to enter the Premises and/or conduct appropriate tests and investigations for the purpose of ascertaining that Tenant complies with all applicable Environmental Laws that relate in any way to the presence of Hazardous Materials on the Premises.

C. If the presence, Release, threat of Release, placement on, in or around the Premises, or the generation, transportation, storage, use, treatment, or disposal at or around the Premises of any Hazardous Material by Tenant, or by any third party other than Landlord, prior to or during the term of this Lease or otherwise during Tenant’s occupancy of the Premises: (i) gives rise to liability (including, but not limited to, a response action, remedial action, or removal action) under any Environmental Law, (ii) causes a material and adverse public health effect, or (iii) pollutes or threatens to pollute the environment, or endanger human health,

Tenant shall promptly take any and all remedial and removal actions required by Environmental Laws or otherwise necessary to clean up the Premises up to the applicable remedial standard applicable to the Premises given its use at the time of the remediation and mitigate exposure to liability arising from the Hazardous Material.

D. Tenant shall promptly notify Landlord upon Tenant becoming aware of: (i) any enforcement, cleanup, or other regulatory action taken or threatened against either party by any governmental or regulatory authority with respect to the presence of any Hazardous Material at the Premises, or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party against either party hereto relating to any loss or injury resulting from any Hazardous Material or based on Environmental Laws, (iii) any Release of a reportable quantity of Hazardous Materials, unlawful discharge, or non-routine, improper or unlawful disposal or transportation of any Hazardous Material on or from the Premises and (iv) any matters where Tenant is required by Environmental Law to give a notice to any governmental or regulatory authority respecting any Hazardous Materials in, at, on, under or about the Premises. At such times as Landlord may reasonably request, Tenant shall provide the Landlord with a written list identifying any Hazardous Material then actually known by Tenant to be used, stored, or maintained in, on or upon the Premises. In such case, Tenant shall additionally provide Landlord with information with respect to the use and approximate quantity of each such material, a copy of any Material Safety Data Sheet issued by the manufacturer therefor, written information concerning the removal, transportation, and disposal of the same, and such other information as the requesting party may reasonably require or as may be required by the Environmental Law.

E. Tenant shall indemnify, defend and hold Landlord and Landlord’s successors and assigns harmless, in the manner specified in Subsection 23.A., from and against any and all liability, claim, expense, cause of action, fines, judgments, settlements, investigation, monitoring and remediation costs, penalties, losses and damages (including reasonable attorney’s, consultant’s and contractor’s fees) resulting or arising (i) from the breach by Tenant of its covenants and agreements set forth in this Section 33, (ii) the presence, Release, placement on, in or around the Premises, or the generation, transportation, storage, use, treatment or disposal at or around the Premises of any Hazardous Materials before or during the Term by Tenant or any third party other than Landlord, (iii) any violation of or obligation under Environmental Law before or during the Term by Tenant or any third party other than Landlord, and (iv) from claims by governmental authorities or other third parties associated with Hazardous Materials or violations of or obligations under Environmental Laws by Tenant or any third party other than Landlord or Hazardous Materials present at, on, under or about the Premises during the Term, including, without limitation those that were discovered during the Term which were caused prior to the Term by Tenant or its agents, representatives, employees, contractors, subcontractors, licensees or invitees or

any third party other than Landlord, Landlord’s Representatives or Landlord’s invitees. The foregoing indemnity obligations shall survive the expiration or earlier termination of this Lease.

34. LOCKS AND SECURITY SYSTEM . Tenant shall be permitted to install, or use in substitution, combination, cipher or proximity locks or any other locking mechanism on interior and/or exterior Premises doors. Tenant shall also be permitted to install in the Premises security systems, including, but not limited to, pass card door lock systems, camera surveillance systems and other security systems, subject to compliance with the Law. Tenant shall be responsible for the cost of any installation, maintenance or removal of any such system or systems. All such equipment and devices shall remain the personal property of Tenant and may be removed by Tenant at the Expiration Date or other earlier termination of this Lease, and Tenant shall, at Tenant’s sole cost and expense, repair any damage caused by such installation, maintenance and removal.

35. CONFIDENTIALITY/MEDIA RELEASES . Except as otherwise provided herein, all information communicated to Landlord or Tenant and identified in writing as “confidential”, shall be held by the receiving party in strict confidence, shall be used only for purposes of this Lease and any financing of the Property, and no such information shall be disclosed by the receiving party or its representatives without the express prior written consent of Tenant or Landlord, as applicable. Notwithstanding the foregoing, (i) the receiving party may disclose confidential information to its agents, officers, directors, employees, lenders, investors, potential investors, consultants, attorneys, and representatives with a need to know (all of whom will be informed about the existence of, and shall agree to abide by, this Section 35), and (ii) confidential information shall not include information that (a) becomes generally available to the public without a breach of this Lease, (b) was available to the receiving party on a nonconfidential basis prior to its disclosure, (c) becomes available to the receiving party on a nonconfidential basis from a source other than Tenant or Landlord, or its representatives, as applicable, and not known to the receiving party to be bound by an obligation of confidentiality with respect to such information, or (d) is required to be disclosed by legal, accounting or regulatory requirements, including any disclosures required by the receiving party’s lender in connection with any securities or other filings. All media releases and public announcements by Landlord or Landlord’s Representatives relating to Tenant and Tenant’s personal and business operations, shall be coordinated with and approved in writing by Tenant prior to the release thereof, and all media releases and public announcements by Tenant or Tenant’s Representatives relating to Landlord and Landlord’s personal and business operations, shall be coordinated with and approved in writing by Landlord prior to the release thereof. Except for any announcement intended solely for internal distribution by Landlord or Tenant or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the disclosing party, all media releases or public announcements (including, but not limited to, promotional or marketing material) by Landlord or Tenant or either party’s employees or agents relating to this Lease or its subject matter, or including the name, trade name, trade mark, or symbol of Tenant or an Affiliate of Tenant, or Landlord or an Affiliate of Landlord, shall be coordinated with and approved in writing by the other party prior to the release thereof; provided, that nothing herein is intended to require Tenant’s consent to the identification of Tenant or the particulars of this Lease in connection with any marketing of the Premises by Landlord. Neither Landlord nor

Tenant shall represent directly or indirectly that any Lease or any service provided by Landlord has been approved or endorsed by Tenant or Landlord or include the name, trade name, trade mark, or symbol or either party or its Affiliates in any lists (including lists of tenants or properties) or other communication without the identified party’s express written consent. Subject to the requirements set forth in this Section 35, Tenant acknowledges and agrees that Landlord may disclose certain information regarding this Lease and the Purchase and Sale Agreement to certain investors and potential investors in entities affiliated with Landlord.

36. CUSTOMER RECORDS . Landlord is not being given, nor is Landlord expected to have access to, any records or information about Tenant’s customers that is subject to the Gramm-Leach-Bliley Act or any other applicable federal or state Law protecting the privacy of banking customers (“ Customer Records ”), and it is Tenant’s sole obligation to comply with any such Laws and to protect the confidentiality of its records and information relating to its customers. In the event that Landlord takes possession of any Customer Records due to a default or abandonment by Tenant, whether such Customer Records are in paper, electronic, or other format, Landlord’s sole obligation with respect to such records or information is to use commercially reasonable efforts to secure such Customer Records and to promptly notify Tenant, at Tenant’s Notice Address, of the location of such Customer Records. Notwithstanding anything to the contrary contained in this Lease, Tenant shall be entitled to take possession of such Customer Records.

37. COMMUNICATIONS EQUIPMENT . Tenant may operate existing telephone, computer and communication equipment and systems and install and operate, at Tenant’s sole cost and expense, additional telephone, computer and communications equipment and systems on any Building from time to time. Notwithstanding the foregoing, any such installations shall comply with the Law, and the design specifications, location and other reasonable requirements of Landlord. There will be no additional charge for the communication equipment currently located or to be located on the roof of the Buildings. Landlord hereby approves of any communication equipment currently located at the Premises and/or on any Building. Landlord shall have the right to approve the location and size of installation of additional communication equipment at any Building, such approval not to be unreasonably withheld, conditioned or delayed. Tenant agrees to repair any damage arising out of the installation, operation or removal of such communications equipment, and Tenant shall be solely liable for any loss of warranty that may arise as a result of such installation, operation or removal. Subject to the provisions of this Section 37, Tenant shall also have the right to use the roof riser space of any Building.

38. FORCE MAJEURE . Neither Landlord nor Tenant shall be deemed to be in default of this Lease if such default is due to acts of God, acts of the public enemy, acts of governmental authority (provided, however, that such party substantially complies with applicable Law and cooperated with the requirements of such governmental authority regarding approvals, permitting, registration, licensing, or similar legal requirements for the conduct of Tenant or Landlord’s business or the construction on or operation of all or any portion of the Premises), or any other circumstances which are not within the respective party’s control (“ Force Majeure ”); provided, that this provision shall not apply to failures by either party to pay their respective monetary obligations to the other under this Lease.

39. SIGNAGE . Landlord hereby approves all signage of Tenant currently existing at the Premises. To the extent not already present, Tenant shall have the right, at Tenant’s sole cost and expense, to install and maintain signage on the fascia of any Building and on the entry to the Premises; provided, however, that all such installations shall be in compliance with applicable Law. Upon expiration or termination of this Lease, Tenant shall remove any signage then existing on the Premises, and Tenant shall be solely responsible for the repair of any damage caused by such removal, including discoloration. Tenant shall additionally have the right to signage on any monument or pylon sign entering into any Building. Tenant agrees to maintain, repair, and replace each and every sign in as good a condition as it existed on the Commencement Date and to repair any damage caused by the installation, maintenance or removal of any such sign.

40. HOLDING OVER . Except as set forth below, if Tenant continues to occupy the Premises after the expiration or other termination of this Lease or the termination of Tenant’s right of possession with respect to the Premises, such occupancy shall be that of a tenancy at sufferance. Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of this Lease (other than provisions relating to length of the Term) and shall pay for its use and occupancy an amount (on a per month basis without reduction for any partial months during any such holdover) equal to one hundred fifty percent (150%) of the Base Rent and one hundred percent (100%) of the additional Rent due under this Lease for the holdover period. Except as set forth below, no holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the Term shall be construed to extend the Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise. Notwithstanding the foregoing provisions of this Section 40, if Tenant should find it necessary to hold over in the Premises, Tenant may give written notice (the “ Hold Over Notice ”) to Landlord that it intends to hold over. The Hold Over Notice must be delivered to Landlord not less than sixty (60) days prior to the expiration or termination of the Term and must specify whether Tenant elects to hold over for thirty (30) days or sixty (60) days. If Tenant timely provides the Hold Over Notice, Tenant may hold over and continue to occupy the Premises for the period of time specified in the Hold Over Notice at the Rent for the Premises set forth in this Section 40. In the event that (i) Tenant does not timely provide Landlord with the Hold Over Notice, and Tenant continues to occupy the Premises after the expiration or termination of this Lease, or (ii) Tenant continues to occupy the Premises for longer than the 30 or 60-day time period specified in the Hold Over Notice, such occupancy shall be that of a tenancy at sufferance and Tenant shall be liable to Landlord for all identified direct and consequential damages which Landlord may suffer by reason of any holding over by Tenant, provided Landlord has provided at least thirty (30) days’ prior written notice of such identified direct and consequential damages.

41. FINANCIAL STATEMENTS . Within ninety (90) days after the end of each fiscal year of Tenant, Tenant shall deliver to Landlord complete financial statements of the Tenant, including a balance sheet, profit and loss statement, statement of changes in financial condition and all other related schedules for the fiscal period then ended.

42. QUIET ENJOYMENT . So long as Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure periods, Tenant shall quietly have and

enjoy the Premises throughout the Term, and any renewals and extensions thereof, without hindrance or disturbance by Landlord or by anyone claiming by, from, through or under Landlord subject, however, to the exceptions, reservations and conditions in this Lease.

43. NOTICES . Any notice, demand, request, or other communication that any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three business days after mailing; (c) if by Federal Express or other nationally recognized overnight courier service, on the next business day after delivered to such courier service for delivery on the next business day; or (d) if by facsimile or e-mail transmission, on the day of transmission so long as a copy is sent on the same day by Federal Express or other nationally recognized overnight courier, to the addresses set forth in Section 2 hereof, or at such other address as the party to be served with notice has furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

44. PERSONAL LIABILITY . Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord, that (i) there shall be absolutely no personal liability on the part of the trustees, members, partners, shareholders, officers, directors, employees and agents of Landlord and its successors or assigns, to Tenant with respect to any of the terms, covenants and conditions of this Lease, (ii) Tenant waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Landlord and its successors or assigns in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, and (iii) Tenant shall look solely to Landlord’s interest in the Premises (and any proceeds and income therefrom) for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, or any other matter in connection with this Lease or the Premises, such exculpation of liability to be absolute and without any exception whatsoever.

45. ENTIRE AGREEMENT . Other than the Purchase and Sale Agreement, this Lease represents the entire agreement and understanding between Landlord and Tenant with respect to the subject matter herein, and there are no representations, understandings, stipulations, agreements or promises not incorporated in writing herein. Notwithstanding anything to the contrary contained herein, the Purchase and Sale Agreement, and all references thereto herein, shall not be applicable to, nor shall they be binding upon or inure to the benefit of, the successors and assigns of the parties hereunder.

46. AMENDMENTS . No amendments or modifications of this Lease shall be effective unless such amendment or modification is in writing and executed and delivered by and between Tenant and Landlord, nor shall any custom, practice or course of dealing between the parties be construed to waive the right to require specific performance by the other party in compliance with this Lease.

47. LEGAL INTERPRETATION . Each of Landlord and Tenant hereby agree that the State of Illinois has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limiting the foregoing, matters of construction, validity and performance), this Lease and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Illinois applicable to contracts made and performed therein and all applicable law of the United States of America; except that, at all times, the provisions for the creation of the leasehold estate, enforcement of Landlord’s rights and remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment, dispossession, eviction or other in-rem proceeding or action regarding the Premises pursuant to Section 27 hereunder shall be governed by and construed in according to the Laws of the State in which the Premises is located, it being understood that, to the fullest extent permitted by law of such State, the law of the State of Illinois shall govern the validity and enforceability of this Lease, and the obligations arising hereunder. To the fullest extent permitted by law, Tenant and Landlord hereby unconditionally and irrevocably waive any claim to assert that the law of any other jurisdiction governs this Lease. Words of any gender shall be construed to include any other gender, and words in the singular number shall be construed to include the plural, unless the context otherwise requires. The headings of the sections have been inserted for convenience only and are not to be considered in any way in the construction or interpretation of this Lease. Except as otherwise herein expressly provided, the terms of this Lease shall apply to, inure to the benefit of, and be binding upon, the parties and their respective assigns, successors and legal representatives. Any legal suit, action or proceeding against Tenant arising out of or relating to this Lease shall be instituted in any federal court in the Northern District of Illinois or the federal district in which the Premises is located or state court sitting in the County of DuPage, State of Illinois or the county in which the Premises is located, and Landlord and Tenant each waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in such federal district or County and State, and Landlord and Tenant each hereby expressly and irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Landlord shall not have the right to bring any legal suit, action or proceeding against Tenant arising out of or relating to this Lease in any other jurisdiction. In this Lease, the words “include”, “includes” or “including” mean “include without limitation”, “includes without limitation” and “including without limitation”, respectively, and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.

48. OPTION TO RENEW .

A. Tenant shall have the right, at its election made in its sole discretion, to extend the Term (the “ Renewal Option ”) for the additional periods set forth in Section 1.E. (each, a “ Renewal Term ”), provided that each of the following occurs:

(1) Landlord receives written notice of exercise of the Renewal Option (the “ Renewal Notice ”), not less than six (6) full months prior to the expiration of the then existing Term; and

(2) There is no Event of Default by Tenant at the time that Tenant delivers the Renewal Notice or at the time Tenant delivers its Binding Notice.

B. The Renewal Term shall be upon the same terms and conditions as in this Lease except Base Rent shall be the amounts set forth on Exhibit “A” for the first two Renewal Terms, and for all other Renewal Terms shall be at the then Market Rate for the Premises. “ Market Rate ” for the Premises shall mean the base rent rate (including escalations) that the Premises would be expected to be leased for, for a term commencing on the applicable commencement date and ending on the applicable expiration date, in its then-existing condition, in an arms-length transaction between a willing landlord and tenant in the commercial space market existing in the vicinity of the Premises at the time such rate is established. Such determination shall include consideration of (i) the size and location of the Premises, and the quality of, condition of, and the nature of the improvements in, the Buildings, including without limitation, the necessity to remove such improvements, but shall exclude the value of improvements installed by Tenant in such Renewal Premises that are to be removed by Tenant at the expiration of the Term; (ii) other Comparable Buildings to the Buildings; (iii) other comparable leasing transactions in comparable locations in the vicinity of the Premises for new leases (with appropriate adjustments for different size premises and different length terms), and the rents and concessions, allowances and commissions granted along with the other terms of such transactions; and (iv) the financial condition of Tenant, provided, however, that in no event shall the Market Rate be less than the rate of Base Rent in effect at the expiration of the then existing Term.

C. Within forty-five (45) days after receipt of the Renewal Notice, Landlord shall advise Tenant of Landlord’s determination of the Market Rate for the applicable Renewal Term. Tenant, within twenty (20) days after the date on which Landlord advises Tenant of the applicable Market Rate for the Renewal Term, shall either (i) give Landlord final binding written notice (the “ Binding Notice ”) of Tenant’s exercise of the Renewal Option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “ Rejection Notice ”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such twenty (20) day period, Tenant’s Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment upon completion of the process set forth in these Subsections 48.C. and 48.D., subject to such Binding Notice upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall reasonably cooperate to agree upon the Market Rate. Upon agreement, Tenant shall provide Landlord with a Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment upon completion of the process set forth in these Subsections 48.C. and 48.D., in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Market Rate within twenty (20) days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the “ Arbitration Notice ”) within ten (10) days after the expiration of such twenty (20) day period, shall have the right to have the Market Rate determined in accordance with the arbitration procedures described in

Subsection 48.D. below. If Landlord and Tenant are unable to agree upon the Market Rate within the twenty (20) day period described and Tenant fails to timely exercise its right to arbitrate, the Renewal Option shall be deemed to be null and void and of no further force and effect.

D. If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Market Rate for the Premises during the Renewal Term (collectively referred to as the “ Estimates ”) and shall each select an appraiser (hereinafter, an “appraiser”) to determine which of the two Estimates most closely reflects the Market Rate during the Renewal Term. Each appraiser so selected shall be a member of the Appraisal Institute and have not less than ten (10) years’ experience in the field of commercial real estate appraisal and/or brokerage and shall be experienced in the vicinity of the Premises subject to such Arbitration Notice. Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Market Rate. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate during the Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the ten (10) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Market Rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria, the cost of which shall be borne equally by Landlord and Tenant. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Market Rate for the Premises, or the arbitrator may determine a Market Rate which is not equal to either Estimate, provided, however, that the arbitrator’s Market Rate may not be higher than the higher of the Estimates nor lower than the lower of the Estimates. The determination by such third appraiser shall be binding on both Landlord and Tenant.

E. If Tenant is entitled to and properly exercises its Renewal Option, upon completion of the process of determination of Market Rent set forth in Subsections 48.C. and 48.D., Landlord and Tenant shall execute an amendment (the “ Renewal Amendment ”) to reflect changes in the Base Rent, the Term, the Expiration Date and other appropriate terms; provided that an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed.

49. AUTHORITY TO ENTER INTO LEASE . Each of Tenant and Landlord represents and warrants that the individual executing this Lease on its behalf is duly authorized to execute and deliver this Lease on behalf of the corporation, limited liability company or

partnership, as the case may be, in accordance with a duly adopted resolution of the board of directors of said corporation, limited liability company or in accordance with the bylaws of said corporation, limited liability company, or in accordance with terms and conditions of the partnership agreement and that this Lease is binding on the corporation, limited liability company and the partnership in accordance with its terms.

50. PARTIES BOUND . The preparation and submission of a draft of this Lease by either party to the other party shall not constitute an offer, nor shall either party be bound to any terms of this Lease or the entirety of this Lease, until both parties have fully executed a final document and an original signature document has been received by both parties. Until such time as described in the previous sentence, either party is free to terminate negotiations without penalty or any further obligation to the other party.

51. NOT BINDING UNTIL EXECUTED . This Lease is not binding between the parties stated herein until Landlord and Tenant have each executed and delivered to the other party an original of this Lease.

52. SEVERABILITY . If any term or other provision of this Lease is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Lease will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Lease so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

53. WAIVER OF JURY TRIAL; CONSEQUENTIAL DAMAGES . LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LANDLORD AND TENANT EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY HERETO AND ANY OF SUCH PARTY’S AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY THE WAIVING PARTY AGAINST THE OTHER PARTY HERETO OR ANY OF SUCH PARTY’S AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES OR ANY OF THEIR

SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LANDLORD AND TENANT OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

54. MEMORANDUM OF LEASE . This Lease shall not be recorded, either independently or as an exhibit, schedule, annex, or addendum to any other document. However, if requested in writing by either party, a Memorandum of Lease, describing the property herein demised, stating the Term of this Lease, the names and addresses of Landlord and Tenant, and referring to this Lease, but containing no other terms or provisions hereof except as may be agreed upon by the parties hereto or as may be required by Law, promptly may be executed, acknowledged and delivered for recording in the county in which the Premises are located by both parties with the costs of recording the Memorandum of Lease to be borne by Tenant. Tenant shall execute, acknowledge and deliver to Landlord a release of Memorandum of Lease in recordable form within thirty (30) thirty days following the expiration or termination of this Lease. If Tenant fails to so execute, acknowledge and deliver the release within such thirty (30) day period, Landlord shall hereby be deemed to be Tenant’s attorney-in-fact for the sole purpose of executing and recording the release on behalf of Tenant.

55. TERMINATION RIGHT . [Notwithstanding any provision of this Lease to the contrary, Tenant shall have the right (the “ Eleven-Year Termination Right ”) at no cost or expense to Tenant, upon prior written notice to Landlord (the “ Eleven-Year Termination Notice ”) delivered at least six (6) months prior to the eleventh anniversary of the Commencement Date, to terminate this Lease. If Tenant properly exercises the Eleven-Year Termination Right, then this Lease shall terminate as of the eleventh anniversary of the Commencement Date (the “ Eleven-Year Termination Effective Date ”) as if such Eleven-Year Termination Effective Date were the Expiration Date specified in this Lease, and Tenant shall surrender the Premises to Landlord on the Eleven-Year Termination Effective Date in accordance with the terms of this Lease and thereafter shall have no obligations or liabilities under this Lease except those provisions which expressly survive the expiration or termination of this Lease.](1)

56. RIGHT OF FIRST OFFER .

A. Landlord may not sell, convey, transfer or dispose of the Premises or any portion thereof except pursuant to the terms and conditions of this Section 56. If Landlord wishes to sell, convey, transfer or dispose of the Premises, prior to such sale, conveyance, transfer or disposal, Landlord shall provide Tenant written notice, indicating that it wishes to cause the sale, conveyance, transfer or disposition of the Premises (the “ Sale Notice ”). Such Sale Notice shall set forth the price at

(1) Note to parties: this Article 55 is only applicable for those certain parties that are subject to the Eleven-Year Termination Right per the PSA.

which Landlord is willing to sell the Premises (the “ ROFO Price ”) and the ROFO Material Terms.

B. Within fifteen (15) business days after receipt of the Sale Notice, Tenant shall provide written notice to Landlord of Tenant’s election (the “ Sale Election Notice ”) to either (x) purchase (or, to cause its designee to purchase) the Premises for an amount equal to the amount of the ROFO Price on the ROFO Material Terms, or (y) permit Landlord to sell, convey, transfer or dispose of the Premises for not less than ninety-five percent (95%) of the ROFO Price and otherwise on material terms not materially less favorable to Landlord than the ROFO Material Terms. In connection with any transaction the following additional provisions shall apply:

(1) If Tenant elects to purchase the Premises, the transaction shall be consummated in accordance with the Purchase and Sale Procedures.

(2) If Tenant does not elect to purchase the Premises and, thereafter, if either (x) a definitive agreement for the sale of the Premises for at least ninety-five percent (95%) of the ROFO Price, and having material terms not materially less favorable to Landlord than the ROFO Material Terms is not entered into by the Company within 180 days after the date of the Sale Election Notice (such 180-day period, the “ Sale Marketing Window ”), or (y) the closing under such definitive agreement does not occur within 240 days after the date of the Sale Election Notice, then Landlord’s right to sell the Premises shall terminate, subject to the right of Landlord to subsequently deliver a new Sale Notice after the Sale Marketing Window has expired.

C. Failure by Tenant to provide a Sale Election Notice within the period for response set forth in Subsection 56.B. shall be deemed to mean that Tenant has delivered a Sale Election Notice electing clause (y) of Subsection 56.B. on the fifteenth (15 th ) business day following receipt of the applicable Sale Notice.

57. SITE-SPECIFIC PROVISIONS . [To be completed based on Premises.]

[Signatures on following page]

WITNESS THE SIGNATURES of the parties hereto this day and year aforesaid.

LANDLORD:					TENANT:

[ ]					FIRST MIDWEST BANK, AN ILLINOIS STATE CHARTERED BANK
					By:
					Printed Name:
					Title:
By:
Printed Name:
Title:

Dated:					Dated:

EXHIBIT “A”
TO
LEASE AGREEMENT

BASE RENT SCHEDULE

[Premises Address] [To be completed based on year 1 rent as set forth in the Purchase and Sale Agreement, and increased by 1.5% annually for the Initial Term and the First Renewal Term and Second Renewal Term]

Lease Year	Annual Base Rent	Monthly Base Rent
Initial Term



First Renewal Term



Second Renewal Term

A- 1

EXHIBIT “B”
TO
LEASE AGREEMENT

PREMISES

Address: [ ]

Square Footage of Buildings: [ ]

Legal Description:

B- 1

EXHIBIT “C”
TO
LEASE AGREEMENT

FORM SNDA

THIS DOCUMENT PREPARED BY:

[LENDER TO INSERT APPLICABLE CONTACT INFO]

Attention:

AFTER RECORDATION, RETURN TO:

[LENDER TO INSERT APPLICABLE CONTACT INFO]

Attention:


	( Tenant )

[INSERT NAME OF LENDER]
( Mortgagee )

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

	Dated:	, 2016

	Location:	,

	County:	County,

PIN:

C- 1

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

Common Property Address: ,

Permanent Index Numbers:

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (“ Agreement ”) is made as of , 2016, by and between [INSERT NAME OF LENDER] , its successors, participants, and assigns (“ Mortgagee ”), whose address is , [INSERT NAME OF LANDLORD], a , its successors, participants and assigns (“ Borrower ”), whose address is and , a , whose address is (“ Tenant ”).

RECITALS

A . Tenant leases all or a portion of the property located in County, Illinois, and more particularly described on EXHIBIT A attached hereto (the “ Property ”) pursuant to the provisions of a certain lease dated , 2016 between Borrower, as landlord, and Tenant, as tenant (as amended, supplemented, or extended, the “ Lease ”). The portion of the Property leased by Tenant is referred to herein as the “ Leased Property .”

B. Borrower is the owner in fee simple of the Property and is either the landlord under the Lease or has acquired the original landlord’s interest as landlord under the Lease.

C. Mortgagee is making or has made a loan to Borrower evidenced or to be evidenced by a promissory note made by Borrower to the order of Mortgagee (the “ Note ”) and secured or to be secured by a Mortgage, Assignment of Leases and Rents, Assignment of Contracts, Security Agreement, and Fixture Filing (the “ Security Instrument ”) granted by Borrower to or for the benefit of Mortgagee recorded against the Property. The Note, Security Instrument, and all other documents evidencing, governing, or securing the Loan are collectively referred to herein as the “ Loan Documents .”

D. Tenant has agreed to subordinate the Lease to the lien of the Security Instrument, and Mortgagee has agreed not to disturb Tenant’s tenancy under the Lease on the terms and conditions set forth below.

AGREEMENT

For good and valuable consideration, Tenant and Mortgagee agree as follows:

1. SUBORDINATION. Subject to the terms and conditions of this Agreement, the Lease and all of the terms, covenants and provisions thereof and all rights, remedies, and options

C- 2

of Tenant thereunder, including, without limitation, any rights to payment following a default by Borrower under the Lease or casualty or condemnation with respect to the Property, are and shall at all times continue to be subject and subordinate in all respects to the lien of the Security Instrument and to the lien thereof, including, without limitation, all renewals, increases, modifications, spreading agreements, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to the execution and delivery of the Lease; provided that, solely as between Borrower and Tenant and except as expressly stated herein, nothing contained in this Agreement shall be deemed to affect the obligations of Borrower or Tenant under the Lease, and any renewal, modification, or extension of the Lease shall be subject to and entitled to the benefits of this Agreement. This Agreement is not intended and shall not be construed to subordinate the Lease to the lien of any mortgage or other security document other than the Security Instrument.

2. NON-DISTURBANCE. If any action or proceeding is commenced by Mortgagee for the foreclosure of the Security Instrument or the sale of the Property, Tenant shall not be named as a party therein unless Tenant is in default under the Lease beyond all applicable notice and cure periods at the time such action or proceeding is commenced or unless joinder is required by law. As long as Tenant is not in default under any of the terms, covenants or conditions of the Lease or of this Agreement beyond any applicable cure period both at the time of the commencement of any such action or proceeding and at the time of any foreclosure sale or the exercise of any other rights or remedies of Mortgagee under the Security Instrument, (a) Mortgagee shall not disturb the Tenant’s possession or use of the Leased Property, and (b) the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Loan Documents shall be made subject to all rights of Tenant under the Lease; and (c) Tenant’s occupancy of the Leased Property shall not be disturbed, terminated, diminished, or interfered with by Mortgagee (or any party acting on behalf of Mortgagee) in the exercise of its rights under the Loan Documents during the term of the Lease or any extensions or renewals thereof or by any party who acquires the Leased Property from Lender as a result of the exercise by Lender of any such rights.

3. ATTORNMENT.

3.1 If (a) Mortgagee or any other purchaser of the Property becomes the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Mortgagee or such other purchaser being hereinafter referred to as “ Purchaser ”), and (b) there was no default by Tenant beyond applicable notice and cure periods permitting Purchaser to terminate the Lease in accordance with the terms of the Lease, then upon Purchaser’s acquisition of the Property, the Lease shall not be terminated or affected by Purchaser’s acquisition, but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease. Tenant agrees to attorn to Purchaser, and Purchaser, by virtue of acquiring the Property, shall be deemed to have agreed to accept such attornment.

C- 3

3.2 Subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease, Purchaser shall recognize the leasehold estate of Tenant for the remaining balance of the term and all renewals and extensions thereof with the same force and effect as if Purchaser were the lessor under the Lease; provided , however , that Purchaser shall not be:

3.2.1 liable for the failure of any prior landlord (any such prior landlord, including Borrower and Borrower’s successors-in-interest, being hereinafter referred to as a “ Prior Landlord ”) to perform any of its obligations under the Lease that accrued prior to the date on which Purchaser became the owner of the Property, but this limitation of liability does not limit Purchaser’s obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser became the owner of the Property, (ii) violate Purchaser’s obligations as landlord under the Lease, and (iii) Purchaser received written notice of such condition and had the opportunity to cure the same pursuant to the terms and conditions of Section 5 of this Agreement;

3.2.2 subject to any offsets or other monetary obligations, defenses, abatements, or counterclaims that have accrued in favor of Tenant against any Prior Landlord prior to Purchaser’s acquisition of the Property;

3.2.3 liable for the return of security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless Purchaser actually receives such security deposits from a Prior Landlord;

3.2.4 bound by any payment of rents, additional rents or other sums Tenant may have prepaid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser and (ii) such prepayment was expressly approved by Purchaser in writing;

3.2.5 bound by any agreement terminating the Lease or any voluntary surrender of the Leased Property made without Mortgagee’s or Purchaser’s prior written consent prior to Purchaser’s acquisition of the Property, except to the extent such termination or surrender right is expressly contemplated by the Lease;

3.2.6 bound by any amendment or modification of the Lease made without Mortgagee’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Borrower’s interest in the Property;

3.2.7 responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by reason of condemnation;

3.2.8 bound by any representations or warranties of any Prior Landlord; or

C- 4

3.2.9 bound by any indemnity or defense obligations of any Prior Landlord to the extent such obligation accrued prior to the time Purchaser succeeded to Borrower’s interest in the Property.

In the event that any liability of Purchaser arises pursuant to this Agreement or under the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and the proceeds thereof and shall in no event exceed such interest. Notwithstanding the foregoing, such limitation on Purchaser’s liability shall not prohibit Tenant from pursuing such claims and causes of action against Borrower for the full amount of any applicable losses and damages.

4. NOTICE TO TENANT. After notice is given to Tenant by Mortgagee that Borrower is in default under the Loan Documents and that the amounts due from Tenant under the Lease should be paid to Mortgagee pursuant to the terms of the Security Instrument, Tenant shall thereafter pay directly to Mortgagee or as otherwise directed by Mortgagee, all rents and other amounts due or to become due to Borrower under the Lease, and Borrower hereby expressly authorizes Tenant to make such payments to Mortgagee and hereby releases and discharges Tenant from any liability to Borrower on account of any such payments. Borrower agrees to indemnify, defend, and save Tenant harmless from any claims, actions, losses, damages or expenses (including, without limitation, reasonable attorneys fees) arising from Tenant’s compliance with this Section 4.

5. NOTICE TO MORTGAGEE AND RIGHT TO CURE. Tenant agrees to notify Mortgagee, pursuant to Section 6 of this Agreement, of any default of Borrower under the Lease that would entitle Tenant to cancel or terminate the Lease or to abate or reduce the rent payable thereunder. Tenant further agrees that, notwithstanding any provisions of the Lease, no cancellation or termination of the Lease due to a default by Borrower, and no abatement or reduction of the rent payable thereunder due to a default by Borrower, shall be effective unless (a) Mortgagee has received notice of the default and (b) Mortgagee has failed, within thirty (30) days after both Mortgagee’s receipt of such notice and the time when Mortgagee became entitled under the Security Instrument to remedy such default, to (i) commence to cure the default and thereafter diligently prosecute such cure to completion or (ii) if Mortgagee cannot commence a cure without possession of the Property, to commence judicial or non-judicial proceedings within the 30-day period to obtain possession of the Property and thereafter diligently prosecute such efforts and cure to completion. Notwithstanding the foregoing, Mortgagee shall have no obligation to cure any default by Borrower except as specifically provided in Section 3.2.1 upon Mortgagee’s acquisition of the Property.

6. NOTICES. Any notice, demand, request, or other communication that any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing; (c) if by Federal Express or other nationally recognized overnight courier service, on the next Business Day after delivered to such courier service for delivery on the next Business Day; or (d) if by facsimile or e-mail transmission, on the day of transmission so long as a copy is sent on the same day by Federal Express or other nationally recognized overnight courier, to the addresses set

C- 5

forth below, or at such other address as the party to be served with notice has furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice:

If to Borrower:

c/o Oak Street Real Estate Capital, LLC

125 South Wacker Drive, Suite 1220

Chicago, Illinois 60606

Attention:

If to Tenant:

Attention:

If to Mortgagee:

Attention:

For purposes of this Section 6, the term “ Business Day ” means any day other than Saturday or Sunday on which commercial banks are required or authorized to be open in Chicago, Illinois.

7. FINANCIALS. In the event the parent of Tenant ceases to be a publicly reporting company under the Securities Exchange Act of 1934, as amended, then Tenant shall furnish to Mortgagee within one hundred twenty (120) days after the close of such Tenant’s fiscal year its complete financial statements, including a balance sheet, profit and loss statement, statement of changes in financial condition and all other related schedules for the fiscal period then ended.

8. PURCHASE RIGHTS. Any option or right of first refusal that Tenant may have to purchase the Leased Property shall not apply in the context of a sale by foreclosure or a deed in lieu of foreclosure but such option or right of first refusal shall continue in full force and effect to future transfers following such sale by foreclosure or a deed in lieu of foreclosure. Tenant shall execute promptly whatever documents Mortgagee may request from time to time in order to confirm the foregoing.

C- 6

9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Mortgagee, Tenant and Purchaser and their respective successors and assigns.

10. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the state of Illinois, without regard to that state’s choice of law rules.

11. Intentionally Omitted .

12. AUTHORITY. The individuals signing this Agreement represent and warrant that they are authorized to do so on behalf of the parties for whom they are signing.

13. MISCELLANEOUS. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any provision of this Agreement is finally adjudicated to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement.

14. LEGAL INTERPRETATION . Each of Mortgagee, Borrower and Tenant hereby agree that the State of Illinois has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limiting the foregoing, matters of construction, validity and performance), this Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Illinois applicable to contracts made and performed therein and all applicable law of the United States of America; except that, at all times, the provisions for the creation of the leasehold estate, enforcement of Mortgagee’s and Borrower’s rights and remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment, dispossession, eviction or other in-rem proceeding or action regarding the Leased Property shall be governed by and construed in according to the laws of the State in which the Premises is located, it being understood that, to the fullest extent permitted by law of such State, the law of the State of Illinois shall govern the validity and enforceability of this Agreement, and the obligations arising hereunder. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive any claim to assert that the law of any other jurisdiction governs this Agreement. Words of any gender shall be construed to include any other gender, and words in the singular number shall be construed to include the plural, unless the context otherwise requires. The headings of the sections have been inserted for convenience only and are not to be considered in any way in the construction or interpretation of this Agreement. Except as otherwise herein expressly provided, the terms of this Agreement shall apply to, inure to the benefit of, and be binding upon, the parties and their respective assigns, successors and legal representatives. Any legal suit, action or proceeding against Tenant arising out of or relating to this Agreement may be instituted in any federal court in the Northern District of Illinois or state court sitting in the County of DuPage, State of Illinois, and the parties each waive any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in such federal district or County and

C- 7

State, and the parties each hereby expressly and irrevocably submit to the jurisdiction of any such court in any suit, action or proceeding. Notwithstanding the foregoing, nothing herein shall prevent or prohibit Mortgagee or Borrower from instituting any suit, action or proceeding in any other proper venue or jurisdiction in which Tenant is located or where service of process can be effectuated.

[Remainder of page intentionally left blank;
signatures appear on the following page]

C- 8

Executed as of the date of this Agreement.

	TENANT:

	,
	a

	By:
		Name:
		Title:

STATE OF	)
	) ss.
COUNTY OF	)

On this , 2016, before me appeared to me personally known, who, being by me duly sworn (or affirmed) did say that he/she is the of , a , and acknowledged said instrument to be the free act and deed of said .

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written.


		Notary Public in and for Said County and State


		(Type, print or stamp the Notary’s name below his or her signature.)

My Commission Expires:

SNDA

Executed as of the date of this Agreement.

	MORTGAGEE:

	[INSERT NAME OF LENDER]


	By:
		Name:
		Title:

STATE OF	)
	) ss.
COUNTY OF	)

On this , 2016, before me appeared to me personally known, who, being by me duly sworn (or affirmed) did say that he/she is the of [INSERT NAME OF LENDER] , and acknowledged said instrument to be the free act and deed of said national banking association.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written.


		Notary Public in and for Said County and State


		(Type, print or stamp the Notary’s name below his or her signature.)

My Commission Expires:

SNDA

Executed as of the date of this Agreement.

	BORROWER:

	,
	a

	By:
		Name:
		Title:

STATE OF	)
	) ss.
COUNTY OF	)

On this , 2016, before me appeared to me personally known, who, being by me duly sworn (or affirmed) did say that he/she is the of , a limited liability company, and acknowledged said instrument to be the free act and deed of said limited liability company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written.


		Notary Public in and for Said County and State


		(Type, print or stamp the Notary’s name below his or her signature.)

My Commission Expires:

SNDA

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

Common Property Address:

Permanent Index Numbers:

C, Ex.A- 1

EXHIBIT “D”
TO
LEASE AGREEMENT

FORM OF INSURANCE CERTIFICATES

D- 1

EXHIBIT “E”
TO
LEASE AGREEMENT

REDUNDANCY EQUIPMENT

Emergency back-up generators located at the following locations with the following specifications attached hereto:

1. 12600 S. Harlem Ave., Palos Heights Illinois

2. 12015 S. Western, Blue Island Illinois

3. 725 Waukegan Road, Deerfield Illinois

4. 18600 S. Dixie Hwy., Homewood Illinois

5. 24509 W. Lockport St., Plainfield Illinois

6. 1011 14th St., North Chicago Illinois

E- 1

EXHIBIT “F”
TO
LEASE AGREEMENT

GENERAL REQUIREMENTS AND CONDITIONS

All provisions of this Exhibit are expressly subject to the provisions in the Lease above governing any work performed by Landlord, or performed by Tenant (or an Affiliate of Tenant, as the case may be) on its own behalf, including Alterations, or any casualty or condemnation restoration. In the event of any conflict between the Lease and this Exhibit the latter shall control; provided, however, that this Exhibit shall not limit Tenant’s rights under Section 15 of the Lease. All of the foregoing performed by either Party shall be referred to as “ Landlord’s Work ” or “ Tenant’s Work ,” respectively.

Tenant’s Work will be performed by Tenant in substantial accordance with final plans and specifications approved by Landlord (where such approval is provided for in the Lease). Tenant’s contractor(s) shall secure and pay for all necessary permits, inspections, certificates, legal approvals, Certificate of Occupancy and/or fees required by public authorities and/or utility companies with respect to Tenant’s Work.

A. General Requirements

1. All Landlord’s Work or Tenant’s Work installed by Tenant or Landlord shall be coordinated with, completed in harmony with and so as not to unreasonably interfere with, Landlord’s or Tenant’s construction schedule, business operations, nor any other tenant’s or subtenant’s activities.

2. All contractors employed by either Landlord or Tenant shall allow other contractors, even of the same trade, to work on the Premises without interference and in accordance with the spirit and intent of Paragraph 1 above.

3. Tenant and Tenant’s contractors shall provide all insurance required by Landlord as set forth in this Lease, or as is otherwise maintained in the ordinary course by prudent and reputable contractors and/or property owners, prior to the start of any construction work within the Premises. Landlord and Landlord Mortgagee shall each be named as an additional insured in all such insurance.

4. Tenant shall, at all times, keep or cause to be kept the Premises and the surrounding area free from accumulations of waste materials and/or rubbish caused by it or its contractors’ employees or workers. Tenant and/or its contractors shall provide dumpsters and maintenance of said dumpsters during the construction period in a secure, neat and orderly condition and shall remove and empty the same on a regular basis to avoid unsightly, obstructive or hazardous accumulations or conditions.

F- 1

B. Construction Procedures

1. When submitting construction plans and specifications (preliminary, completed or final), Tenant or the Tenant’s appointed representative shall issue Tenant’s plans, specifications and supporting documents electronically via emails to Landlord’s construction coordinator.

2. Tenant can elect to contract with architects, engineers and other construction professionals of good repute, which are experienced, financially responsible and duly licensed in the jurisdiction in which the Premises is located (“ Construction Professionals ”) of its choosing for the preparation of the construction plans and specifications. To the extent required by the Lease, the architect (and other Construction Professionals, as appropriate) shall prepare detailed construction drawings for the work to be performed at the Premises, incorporating the improvements to comply with all of Tenant’s obligations under this Lease or as determined by Landlord in consultation with Tenant with respect to work to be done on behalf of Landlord. Such drawings will be forwarded to Landlord for its review and comment to the extent Landlord’s approval of same is required under the Lease.

3. All contractors engaged by Tenant shall be bondable contractors. Tenant shall permit union licensed contractors to bid on Tenant’s Work, but Tenant shall not be obligated to engage such contractors unless union labor is required in the area where the Premises is located. Tenant shall retain sufficient documentation evidencing union contractor bidding and shall provide such documentation to Landlord upon fifteen (15) days’ prior written request. If Tenant does not permit union licensed contractors to bid on Tenant’s Work (“ Union Bidding ”) and Landlord is picketed or involved in a dispute with the unions due to Tenant’s failure to permit Union Bidding, then Tenant shall indemnify, defend and hold Landlord, its officers, directors, partners, employees and contractors harmless from and against any and all damages, claims, losses and expenses (including, without limitation, attorneys’ fees, expert witness fees and court costs) incurred by Landlord due to Tenant’s failure to permit Union Bidding. Tenant shall use its commercially reasonable efforts to cause its contractors to maintain harmony and avoid any and all disputes with labor unions in which Tenant’s contractors or any person or entity performing work on behalf of Tenant may become involved. Tenant shall be responsible for any delay, disruption, obstruction or hindrance in the completion of Tenant’s Work and any damages and extra costs resulting from such disputes. Tenant shall use its commercially reasonable efforts to cause its contractors to take all action including, but not limited to, filing charges with the N.L.R.B. and pursuing litigation to prevent or end any stoppage or slowdown of Tenant’s Work.

4. Construction shall comply in all respects with applicable Law.

F- 2

EXHIBIT “G”
TO
LEASE AGREEMENT

FORM ESTOPPEL CERTIFICATE

ESTOPPEL AGREEMENT
(Only)

Tenant’s Trade Name:

This ESTOPPEL AGREEMENT (“ Agreement ”) is made as of the date set forth below, by , a ([“ Tenant ”] or [“ Owner ”]), based upon the following facts and understandings of [Tenant / Owner] :

RECITALS

A. , a (“ Owner ”) is or is about to become the owner of the land and improvements commonly known as (the “ Property ”).

B. Tenant is the owner of the tenant’s interest in that lease dated , which has been amended by instrument(s) dated and which was originally executed by , as landlord, and by , as tenant. (Said lease and the referenced amendment(s) thereto are collectively referred to herein as the “ Lease ”.) Attached hereto as Exhibit A is a true, complete and accurate copy of the Lease.

C. [Owner, as borrower or as co-borrower with one or more other co-borrower(s), has applied to (together with its successors and assigns, “ Lender ”) for a loan (“ Loan ”), which will be secured by, among other things, a mortgage, deed of trust, trust indenture or deed to secure debt encumbering the Property (“ Mortgage ”).]

D. [As a condition to making the Loan, Lender has required that Tenant furnish certain assurances to, and make certain agreements with, Lender, as set forth below.]

THEREFORE, as a material inducement to [Lender to make the Loan] , [Tenant/Owner] warrants and represents to, and agrees with, [Lender] as follows:

1. ESTOPPEL . [Tenant/Owner] warrants and represents to [Lender], as of the date hereof, that:

1.1 Lease Effective . The Lease has been duly executed and delivered by [Tenant / Owner] and, subject to the terms and conditions thereof, the Lease is in full force and effect, the obligations of [Tenant / Owner] thereunder are valid and binding, and there have been no modifications or additions to the Lease, written or oral, other than those, if any, which are referenced above in Recital B . There are no other promises, agreements, understandings or commitments between Owner and Tenant relating to the Property, and [Tenant / Owner] has not given [Owner / Tenant] any notice of termination under the Lease, except as set forth in Exhibit A .

1.2 No Default . To the actual knowledge of [Tenant / Owner] : (a) there exists no breach, default, or event or condition which, with the giving of notice or the passage of time or both, would constitute a breach or default under the Lease either by Tenant or Owner; and (b) [Tenant / Owner] has no existing claims, defenses or offsets against rental due or to become due under the Lease.

1.4 No Sublet . Except as set forth on Exhibit A , there is presently no subletting of the Property, or any part thereof, or assignment by Tenant of the Lease, or any rights therein, to any party.

1.6 Rental Payment Commencement Date . The rent stated in Section 1.5 above will begin or began on .

1.7 Rentable Area . The rentable area of the leased premises is square feet.

1.8 Commencement Date . The term of the Lease commenced or will commence on .

1.9 Expiration Date . The term of the Lease will expire on (unless sooner terminated in accordance with the Lease).

1.10 Options to Renew or Extend . Tenant has no option to renew or extend the lease term, except as follows: (if none, write “None”).

1.11 No Commission . To the actual knowledge of [Tenant / Owner] , there are no rental, lease or similar commissions payable with respect to the Lease.

1.13 No Other Assignment . [Tenant / Owner] has received no notice, and does not have actual knowledge of, any other assignment of the [Owner’s / Tenant’s] interest in the Lease.

G- 2

1.16 Open and Operating . Except as permitted under the Lease, Tenant is open for business and in operation on the Property. [Tenant only]

1.17 Authority . The undersigned representative of [Tenant / Owner] is duly authorized and fully qualified to execute this instrument on behalf of [Tenant / Owner] thereby binding [Tenant / Owner] .

1.18 Financial Condition; Bankruptcy . Since the date of the Lease, there has been no material adverse change in the financial condition of the [Tenant / Owner] , and there are no voluntary actions or, to Tenant’s best knowledge, involuntary actions pending against [Tenant / Owner] under the bankruptcy laws of the United States or any state thereof.

2. HEIRS, SUCCESSORS AND ASSIGNS . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto. Whenever necessary or appropriate to give logical meaning to a provision of this Agreement, the term “ Owner ” shall be deemed to mean the then current owner of the Property and the landlord’s interest in the Lease.

3. NOTICE OF CHANGES . [Tenant / Owner] acknowledges and agrees that [Owner / Tenant] and [Lender] shall be entitled to rely on [Tenant’s / Owner’s] certifications set forth herein. [Tenant / Owner] hereby further agrees for a period of thirty (30) days from the date hereof to notify [Owner / Tenant] and [Lender] in writing of any material changes in the truth and accuracy of any of the certifications contained herein promptly upon [Tenant’s / Owner’s] actual knowledge of each such change. For purposes of this section, [Owner’s / Tenant’s] and Lender’s address are as follows unless otherwise notified by [Owner / Tenant] and [Lender] :

[ Owner / Tenant ]:		[Lender] :

[ NAME HERE:



Tel. No.:		Tel. No.:
Fax No.:		Fax No.:

4. “Actual Knowledge” . As used herein, the term “ [Tenant’s / Owner’s] actual knowledge” or any grammatical variation thereof shall mean and refer to the actual knowledge of the undersigned without any duty to investigate whatsoever. Notwithstanding anything to the contrary contained

G- 3

in this certificate, it is acknowledged and agreed by any party relying on this certificate that the undersigned shall have no personal liability hereunder. The person executing this Agreement on behalf of the Tenant has the legal power and authority to bind such party to this Agreement.

[Signature Page to Follow]

G- 4

IN WITNESS WHEREOF, [Tenant / Owner] has executed this instrument as of , 20 .

	[TENANT / OWNER]:

	,
	a


	By:
	Name:
	Title:

G- 5

Exhibit A

Lease and Amendments

Termination Notices

Subleases

EXHIBIT “H”
TO
LEASE AGREEMENT

PURCHASE AND SALE PROCEDURES/REMEDIES

(a) Within five (5) Business Days after delivery of the Sale Election Notice, if Tenant elects to purchase the Premises, Tenant shall deposit in cash an amount equal to the amount of the deposit contained in the ROFO Material Terms (the “ Downpayment ”) with a reputable, nationally recognized and financially solvent title insurance company designated by Tenant, or an authorized agent of the foregoing (the “ Escrow Agent ”). The escrow charges of Escrow Agent shall be split equally between Landlord and Tenant. The Escrow Agent shall hold the Downpayment in an interest bearing account pursuant to a written agreement among Landlord, Tenant and Escrow Agent, which agreement shall be reasonably satisfactory to such parties and shall provide, among other things, that the Escrow Agent shall not commingle the Downpayment with any other funds. In the event of a closing pursuant to the terms of this Exhibit “H” , the Downpayment, together with any interest earned thereon, shall be credited against the ROFO Price.

(b) The closing shall be held pursuant to a mutually and reasonably acceptable escrow arrangement on a Business Day selected by Tenant not less than twenty (20) days and not more than forty-five (45) days from the date of the Sale Election Notice.

(c) At the closing: (A) Tenant shall pay to Landlord the ROFO Price (less the Downpayment and any interest earned thereon), calculated as of the closing date, by wire transfer of immediately available federal funds to an account designated in writing by Landlord, (B) Landlord shall deliver to Tenant or its designee a special warranty deed, subject only to the encumbrances appearing of record as of the date of consummation of the transaction contemplated by this Exhibit “H” , except for those encumbrances caused by Landlord or Landlord’s Representatives, which shall be removed prior to closing, (C) Landlord, on the one hand, and Tenant, on the other hand, shall execute and deliver assignment documents with respect to service contracts, licenses and permits and personal property at the Premises, as applicable, in form and substance reasonably satisfactory to Landlord and Tenant, and (D) Landlord and Tenant shall provide evidence reasonably satisfactory to the other party that the first party is duly organized, validly existing, has the necessary power and authority to consummate the subject transactions and any consents required to be obtained have been obtained.

(d) Each party shall pay its own attorney’s fees and expenses in connection with the conveyance of the Premises to Tenant.

(e) If a material casualty or material condemnation shall occur prior to the closing date, Tenant shall have the right, upon written notice to Landlord, given within ten (10) days after receipt of the determination by the third party contractor, engineer or appraiser described below, to terminate its obligation to purchase the Premises pursuant to this Exhibit “H” . If the closing shall fail to occur by reason of a material casualty or material condemnation, the Downpayment (plus all accrued interest thereon) held by the Escrow Agent shall be paid to

Tenant. For purposes hereof, a material casualty or material condemnation shall be one which results in damage or a loss in an amount greater than ten percent (10%) of the ROFO Price, as determined by a third party independent contractor, engineer or appraiser approved by Landlord and Tenant in the exercise of their reasonable discretion. If Tenant shall not elect to terminate its obligation to purchase the Premises pursuant to this Exhibit “H” or the casualty or condemnation is not a material casualty or condemnation, as applicable, then the closing shall take place as herein provided, without abatement of the ROFO Price, and Landlord shall assign to Tenant at the closing, by written instrument in form reasonably satisfactory to Tenant, all of Landlord’s interest in and to any insurance proceeds or condemnation awards which may be payable to Landlord on account of any such fire, casualty or condemnation, shall deliver to Tenant any such proceeds or awards actually theretofore paid to Landlord.

(f) If Tenant defaults in the closing of the purchase of the Premises as set forth above, then the Downpayment and any interest thereon shall be paid to Landlord promptly following request therefor. Landlord shall not have the right to bring suit against the Tenant for specific performance, damages or other legal or equitable relief, it being agreed that the remedy set forth in this clause (f) shall be the sole remedy of Landlord.

(g) If Landlord defaults in the closing of the sale of the Premises as set forth above, then Tenant shall be entitled either to sue for specific performance or to rescind its offer to purchase, and if Tenant shall rescind its offer to purchase, the Downpayment and any interest thereon shall be returned to Tenant promptly following request therefor. Tenant shall not have the right to bring suit against Landlord for damages or other legal or equitable relief, it being agreed that the remedies set forth in this clause (g) shall be the sole remedies of Tenant.

(h) Landlord and Tenant each agree that it shall be reasonable and cooperate with the other in order to consummate the transactions contemplated by this Exhibit “H” , including by executing transfer tax returns and any other documents which may be reasonably required.

H- 2