8-K

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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):    December 10, 2002

Great Lakes REIT
(Exact name of Registrant as specified in its Charter)

Commission file number:    1-14307

Maryland (State or other jurisdiction of incorporation or organization)	36-4238056 (I.R.S. Employer identification no.)
823 Commerce Drive, Suite 300, Oak Brook, IL	60523
(Address of principal executive offices)	(Zip code)
(630) 368-2900 (Registrant's telephone number, including area code)

Item 5. Other Events.

        Great Lakes REIT owns a limited partnership interest and the sole general partnership interest in Great Lakes REIT, L.P. (the "Operating Partnership") totaling more than 99% of the outstanding partnership interests of the Operating Partnership. Great Lakes REIT, its subsidiaries and the Operating Partnership are referred to herein collectively as the "Company".

        On December 10, 2002, the Company completed a secured financing transaction (the "ING Loan") with Equitable Life Insurance Company of Iowa and Security Life of Denver Insurance Company (collectively, the "Lenders"). Pursuant to the terms of the ING Loan, the Operating Partnership is the primary borrower and Great Lakes REIT is a contingent guarantor of the ING Loan. The maximum amount available for borrowing under the ING Loan is $165 million.

        The ING Loan has four tranches, designated as Notes A, B, C and D, each of which is filed as an exhibit to this report. Each of the Notes has different financial terms. The Company borrowed $141.8 million at the closing of the ING Loan, representing the full principal balance under Notes A, B and C and a portion of the amount available under Note D, as described below. The proceeds from the ING Loan closing were used primarily to repay the outstanding balance under the Company's unsecured credit facility.

        Note A has a principal sum of $35 million, a fixed interest rate of 4.3% and a final maturity date of January 1, 2028. Note A is callable by the Lenders, without premium or penalty, on January 1, 2008, and thereafter on January 1, 2013, January 1, 2018 and January 1, 2023. In the event the Lenders exercise their right to call Note A as of January 1, 2008, the Company has the right under Note A to negate the call option of the Lenders and extend the term of Note A. In the event the Company exercised such right, the interest rate payable on Note A would float based upon an interest rate spread to be calculated at such time as specified in Note A. The Company would not thereafter have the right to extend Note A in the event the Lenders exercise their call option at one of the later call dates noted above.

        Note B has a principal sum of $40 million, a fixed interest rate of 4.77%, a principal amortization rate of twenty-five years, and matures January 1, 2028. Note B is callable by the Lenders, without premium or penalty, on January 1, 2010 and thereafter on January 1, 2015, January 1, 2020 and January 1, 2025.

        Note C has a principal sum of $50 million, a floating interest rate of LIBOR plus 1.35%, which rate adjusts on a monthly basis, and a final maturity date of January 1, 2028. Note C is callable by the Lenders, without premium or penalty, on February 1, 2008, and thereafter on February 1, 2013, February 1, 2018 and February 1, 2023. In the event the Lenders exercise their right to call Note C as of January 1, 2008, the Company has the right under Note C to negate the call option of the Lenders and extend the term of Note C. In the event the Company exercised such right, the interest rate payable on Note C would float based upon an interest rate spread to be calculated at such time as specified in Note C. The Company would not thereafter have the right to extend Note C in the event the Lenders exercise their call option at one of the later call dates noted above.

        Notes A, B and C provide for principal amortization over a 25-year period until the first call date of each Note. At that time the amortization payments are subject to adjustment based upon the elections of the parties. Notes A, B and C may not be prepaid without premium or penalty prior to the first date the Notes are callable as noted above. Following the first call date Notes A, B and C may only be prepaid without premium or penalty on the subsequent call dates noted above.

        The fourth tranche of the ING Loan, designated as Note D, is a revolving line of credit until January 1, 2008 as described below. The maximum principal amount available under Note D is $40 million and bears interest at a rate of LIBOR

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plus 1.60%, which rate adjusts on a monthly basis. Annual principal pay-downs of $1,000.00, are required on the balance outstanding under Note D until January 1, 2008, at which time any amounts outstanding under Note D will be converted into a term loan with principal amortization over the subsequent twenty-year period and no further borrowings under Note D will be permitted. Note D matures on January 1, 2031.

        The amount outstanding under Note D not fixed by the Company as noted below may be called by the Lenders without premium or penalty on January 1, 2008, January 1, 2010, January 1, 2013, January 1, 2018 and January 1, 2023. In the event the Lenders exercise their first call option on Note D, the Company has the right to negate the call option of the Lenders and extend the term of Note D. In the event the Company exercised such right, the interest rate payable on Note D would float based upon an interest rate spread to be calculated at such time as specified in Note D. The principal balance outstanding under Note D can be repaid without premium or penalty prior to February 1, 2007, the date Note D is first callable.

        Until December 31, 2005 the Company has the option to fix the interest rate on $15 million or more of the outstanding principal balance under Note D. At such time the Company may also specify a term for the fixed portion of the Note which term shall be no less than three years and no more than the lesser of seven years or the period of time remaining until January 1, 2010. The Lenders would thereafter have call rights on the fixed portion of Note D to be determined as specified in Note D.

        In connection with the initial borrowings under the ING Loan, the Company granted the Lenders first mortgages or deeds of trust on the following eighteen properties as collateral to secure the Company's obligations:

(1)

191 Waukegan Building, 191 Waukegan Road, Northfield, Illinois;



(2)

823 Commerce Building, 823 Commerce Drive, Oak Brook, Illinois;



(3)

Arlington Business Center, 3455 and 3550 Salt Creek Lane, Arlington Heights, Illinois;



(4)

Bannockburn Corporate Center, 3000 Lakeside Drive, Bannockburn, Illinois;



(5)

Centennial Center, 1900 East Golf Road, Schaumburg, Illinois;



(6)

Highpoint Business Center, 165, 175, and 185 Hansen Court, Wood Dale, Illinois;



(7)

Kensington Corporate Center, 1660 Feehanville Drive, Mount Prospect, Illinois;



(8)

Lisle Office Center, 3030 Warrenville Road, Lisle, Illinois;



(9)

One Century Centre, 1750 East Golf Road, Schaumburg, Illinois;



(10)

1111 Touhy Building, 1111 Touhy Avenue, Des Plaines, Illinois;



(11)

Brookfield Lakes Corporate Center, 150, 175 and 250 Patrick Boulevard, Brookfield, Wisconsin;



(12)

Corporate Woods, 375 Bishop's Way, Brookfield, Wisconsin;



(13)

One Riverwood Place, N17 W24222 Riverwood Drive, Pewaukee, Wisconsin;



(14)

Two Riverwood Place, N19 W24133 North Riverwood Drive, Pewaukee, Wisconsin;



(15)

777 Eisenhower Building, 777 Eisenhower Parkway, Ann Arbor, Michigan;



(16)

Tri-Atria Center, 32255 Northwestern Highway, Farmington Hills, Michigan;



(17)

Court International, 2550 University Avenue, St. Paul, Minnesota; and



(18)

Princeton Hill Corporate Center, 30 Merchant Street, Springdale, Ohio.

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Item 7.

(c)

Exhibits

        The following exhibits are filed herewith:

Exhibit	Description
10.1	Loan Agreement dated December 10, 2002 between the Operating Partnership and Equitable Life Insurance Company of Iowa and Security Life of Denver Insurance Company.
10.2	Promissory Note A dated December 10, 2002 with a principal amount of $35 million.
10.3	Promissory Note B dated December 10, 2002 with a principal amount of $40 million.
10.4	Promissory Note C dated December 10, 2002 with a principal amount of $50 million.
10.5	Promissory Note D dated December 10, 2002 with a maximum principal amount of $40 million
10.6	Form of the Mortgage, Security Agreement, Financing Statement and Fixture Filing dated December 10, 2002.

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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.

	Great Lakes REIT (Registrant)
Date: December 23, 2002	By:	/s/ James Hicks James Hicks, Chief Financial Officer

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EXHIBIT INDEX

10.1	Loan Agreement dated December 10, 2002 between the Operating Partnership and Equitable Life Insurance Company of Iowa and Security Life of Denver Insurance Company.
10.2	Promissory Note A dated December 10, 2002 with a principal amount of $35 million.
10.3	Promissory Note B dated December 10, 2002 with a principal amount of $40 million.
10.4	Promissory Note C dated December 10, 2002 with a principal amount of $50 million.
10.5	Promissory Note D dated December 10, 2002 with a maximum principal amount of $40 million.
10.6	Form of the Mortgage, Security Agreement, Financing Statement and Fixture Filing dated December 10, 2002.

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Item 5. Other Events.

Item 7.

SIGNATURES
EXHIBIT INDEX

EX-10.1

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Exhibit 10.1

Loan Agreement dated December 10, 2002 between the Operating Partnership and
Equitable Life Insurance Company of Iowa and Security Life of Denver Insurance Company.

LOAN AGREEMENT

by and among

GREAT LAKES REIT, L.P.,
a Delaware limited partnership

and

EQUITABLE LIFE INSURANCE COMPANY OF IOWA,
an Iowa corporation,

and

SECURITY LIFE OF DENVER INSURANCE COMPANY,
a Colorado corporation

Dated as of December 10, 2002

LOAN AGREEMENT

THIS AGREEMENT is made and entered into as of December 10, 2002 by and among GREAT LAKES REIT, L.P., a Delaware limited partnership ( "Borrower"), and EQUITABLE LIFE INSURANCE COMPANY OF IOWA, an Iowa corporation ("Equitable"), and SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation ("Security Life") (collectively "Lender").

WITNESSETH:

WHEREAS, Borrower, has requested that Lender make that certain loan (the "Loan") to Borrower in the aggregate principal amount of $165,000,000.00, and

WHEREAS, Lender is willing to make the Loan to Borrower on the terms and subject to the conditions and requirements set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

DEFINITIONS; CONSTRUCTION

Definitions. For purposes of this Agreement, the following terms shall have the indicated meanings as set forth below:

        "Affiliate" shall mean any corporation, limited liability company, partnership or other entity which is controlling of, controlled by or under common control with Borrower.

        "Agreement" shall mean this Loan Agreement, as amended, supplemented or modified from time to time.

        "Assignment of Management Agreement" shall mean, the Assignment, Consent and Subordination Regarding Management Agreement executed this date by Borrower in favor of Lender, and any modifications or replacements thereof or therefor.

        "Assignments of Rents and Leases" shall mean the Assignment of Rents and Leases executed this date by Borrower in favor of Lender.

        "Borrower" shall have the meaning given such term in the preamble to this Agreement and shall include its successors and assigns.

        "Business Day" shall mean any day excluding Saturday, Sunday and any other day on which banks in Atlanta, Georgia are customarily closed.

        "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

        "Collateral" shall mean any and all of the property which is granted, pledged or assigned to Lender or in which Lender is otherwise granted a Lien to secure the obligations pursuant to any and all of the Security Documents.

        "Default" shall mean any condition or event which, with notice or lapse of time or both, would constitute an Event of Default.

        "Environmental Indemnification Agreement" shall mean collectively the Environmental Indemnification Agreements executed this date by Borrower in favor of Lender, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Event of Default" shall have the meaning provided in Article VII hereof.

        "Improvements" shall mean all improvements constructed on the Land.

        "Land" shall mean, collectively, all of the real property described and defined as "Land" in the Mortgage.

        "Leases" shall have the meaning given such term in the Security Instruments.

        "Lender" shall have the meaning given such term in the preamble to this Agreement and shall include such Persons' successors and assigns.

        "Lien" shall mean any mortgage, deed to secure debt, Mortgage, pledge, security interest, security deposit, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

        "Loan" shall have the meaning given such term in the preamble to this Agreement.

        "Loan Documents" shall mean, collectively, this Agreement, the Note, the Security Documents, and any other certificates or written undertakings of Borrower in favor of Lender delivered contemporaneously with the delivery of this Agreement, other than the Environmental Indemnification Agreement.

        "Material Adverse Effect" shall mean a material adverse effect upon, or a material adverse change in, any of the (i) results of operations, properties, or financial condition of Borrower, (ii) validity, binding effect or enforceability of any Loan Document or the Environmental Indemnification Agreement, or (iii) ability of Borrower to perform its payment obligations or other Obligations under the Loan Documents or the Environmental Indemnification Agreement.

        "Mortgage" shall mean collectively the Mortgages, Security Agreements, Financing Statements, and Fixture Filings executed this date by Borrower for the benefit of Lender, to be recorded in the real estate records of the county where the Property is located, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Note" shall mean collectively, Note A, Note B, Note C and Note D.

        "Note A" shall mean Promissory Note A executed by Borrower and payable to the order of Equitable in the original principal amount of $35,000,000.00 as evidence of a portion of the Loan, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Note B" shall mean Promissory Note B executed by Borrower and payable to the order of Equitable in the original principal amount of $40,000,000.00 as evidence of a portion of the Loan, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Note C" shall mean Promissory Note C executed by Borrower and payable to the order of Security Life in the original principal amount of $50,000,000.00 as evidence of a portion of the Loan, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Note D" shall mean Promissory Note D executed by Borrower and payable to the order of Security Life in the original principal amount of $40,000,000.00 as evidence of a portion of the Loan, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Obligations" shall mean, collectively, all amounts now or hereafter owing to Lender by Borrower pursuant to the terms of or as a result of this Agreement, the Note, or any other Loan Documents or the Environmental Indemnification Agreement, including without limitation, the unpaid principal balance of the Loan and all interest, fees, expenses and other charges relating thereto or accruing thereon, as well as any and all other indebtedness, liabilities, covenants, duties and obligations of Borrower, whether direct or indirect, absolute or contingent, or liquidated or unliquidated, monetary or non-monetary, which may be now existing or may hereafter arise under or as a result of any of the Loan Documents, the Environmental Indemnification Agreement, and together with any and all renewals, extensions, or modifications of any of the foregoing.

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        "Person" shall mean any individual, partnership, limited partnership, limited liability company, firm, corporation, association, joint venture, trust or other entity, or any government or political subdivision or agency, department or instrumentality thereof.

        "Property" shall mean, collectively, the property, including the Land and all improvements, fixtures and related personal property located thereon.

        "Requirements" shall have the meaning given such term in Section 4.12 hereof.

        "Security Documents" shall mean, collectively, the Security Instruments, the Assignment of Management Agreement, and each other affidavit, certificate, security, mortgage, assignment, financing statements or other collateral document, whether now existing or hereafter executed and delivered in connection with, or securing any or all of, the Obligations.

        "Security Instruments" shall mean, collectively, the Mortgage, the Assignment of Rents and Leases, the UCC Financing Statements, and other security instruments executed this date by Borrower in favor of Lender, to be recorded in the real estate records of the county where the Property is located, and any extensions, renewals, modifications or replacements thereof or therefor.

        "Taxes" shall mean any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, now or hereafter imposed or levied by the United States of America, or any state or local government or by any department, agency or other political subdivision or taxing authority thereof or therein and all interest, penalties, additions to tax and similar liabilities with respect thereto other than taxes on the income of Lender.

        Other Definitional Terms.    The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. Any pronoun used herein shall be deemed to cover all genders and all singular terms used herein shall include the plural and vice versa. Unless otherwise expressly indicated herein, all references herein to a period of time which runs "from" or "through" a particular date shall be deemed to include such date, and all references herein to a period of time which runs "to" or "until" a particular date shall be deemed to exclude such date.

LOANS

Section 1.01    Disbursement.    Subject to the terms and conditions of this Agreement, Lender agrees to advance to Borrower the Loan in accordance with the terms and provisions of the Note.

Section 1.02    Note; Repayment of Principal and Interest.    Borrower's obligations to pay to Lender the principal of and interest on the Loan shall be evidenced by the Note. The Loan shall bear interest at the rate or rates per annum specified in the Note and such interest shall be calculated and shall be paid and shall accrue in the manner specified in the Note.

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ARTICLE II

GENERAL TERMS

Section 2.01    Fees.    In consideration of Lender's entering into this Agreement and making the Loan hereunder, Borrower agrees to pay (from deposits previously delivered to Lender) to Lender, on the date of the funding of the Loan hereunder, a processing fee in the amount set forth in the Agreement, which processing fee shall be deemed fully earned upon Lender's execution and delivery of this Agreement and the funding of the Loan.

Section 2.02    Payments, Prepayments and Computations.    Except as may be otherwise specifically provided herein, all payments by Borrower with respect to the Loan or any other Obligations under this Agreement or any of the other Loan Documents or the Environmental Indemnification Agreement shall be made without defense, set-off or counterclaim to Lender not later than 2:00 p.m. (Eastern Time) on the date when due and shall be made in lawful money of the United States of America in immediately available funds. Any payment received by Lender on a non-Business Day or after 2:00 p.m. (Eastern Time) on any Business Day shall be deemed received by Lender at the opening of its business on the next Business Day. Whenever any payment to be made hereunder or under the Note or any of the other Loan Documents or the Environmental Indemnification Agreement shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. Interest shall be calculated on the basis of a year consisting of 360 days and with twelve thirty-day months, except that interest due and payable for less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily interest rate based on a 360-day year. The Loan may not be prepaid in whole or in part except as specifically provided in the Note.

Section 2.03    Collateral.    The Obligations shall be secured pursuant to any or all Security Documents. Borrower also shall execute or deliver (or cause to be executed and delivered) any and all financing statements and such other documents as Lender may reasonably request from time to time in order to perfect or maintain the perfection of Lender's Liens under such Security Documents.

Section 2.04    Agreements Regarding Interest and Other Charges.    Borrower and Lender hereby agree that the only charges imposed or to be imposed by Lender upon Borrower for the use of money in connection with the Loan is and will be the interest required to be paid under the provisions of this Agreement as well as the related provisions of the Note. In no event shall the amount of interest due and payable under this Agreement, the Note or any of the other Loan Documents or the Environmental Indemnification Agreement exceed the maximum rate of interest allowed by applicable law. It is the express intent hereof that Borrower not pay and Lender not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law. Any and all charges, fees, and other amounts payable hereunder not identified as "interest" are not intended, and shall not be deemed, to be interest. All interest, and all other charges, fees or other amounts deemed to be interest notwithstanding the preceding sentence, which are paid or agreed to be paid to Lender under this Agreement, the Note or any of the other Loan Documents shall, to the maximum extent permitted by applicable law, be amortized, allocated and spread on a pro rata basis throughout the entire actual term of the Loan (including any extension or renewal period), or at Lender's election and to the extent permitted by applicable law, credited as a payment of principal.

Section 2.05    Letter of Credit.    In the event Lender requires or agrees to accept a letter of credit with respect to the Loan, said letter of credit, and any extension, renewal, or replacement thereof, shall be an unconditional, irrevocable letter of credit issued by a bank approved by Lender and in substance and form acceptable to Lender. Any such letter of credit shall not contain any conditions for its cashing beyond presentation by its authorized representative. Its term shall be for not less than three

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(3) months beyond the end of the time period, or any extension thereof, specified by Lender for satisfaction of such requirement.

Section 2.06    Prohibition on Dry Cleaners.    Borrower shall not, during the term of the Loan, conduct or permit any tenant to conduct any dry cleaning operations on or at the Property.

Section 2.07    Property Release Privilege.    Provided no Event of Default (as hereinafter defined) exists, Borrower shall be allowed, subsequent to the Lockout Period in Note A and Note B (as those terms are defined in Note A and Note B, respectively), to partially prepay the Loan, upon thirty (30) days prior written notice to Lender ("Release Request"), and to thereby obtain a partial release of the Mortgage of any parcel of Property securing the Loan (the "Release Privilege") subject to the following conditions:

(i)

The total principal amount of the Loan to be funded pursuant to this Agreement is hereby allocated by Lender to each Property comprising the security hereunder in the following initial amounts ("Principal Allocation"), resulting in the following percentages of the total Loan amount ("Allocation Percentage") for each parcel as follows:

PROPERTY		PRINCIPAL ALLOCATION		ALLOCATION PERCENTAGE
(1)	191 Waukegan Building	$	2,850,000	1.73	%
(2)	823 Commerce Building	$	3,240,000	1.96	%
(3)	Arlington Business Center
	(a)  3455 Salt Creek Lane	$	1,578,000	0.96	%
	(b)  3550 Salt Creek Lane	$	1,532,000	0.92	%
(4)	Bannockburn Corporate Center	$	18,820,000	11.41	%
(5)	Centennial Center	$	20,120,000	12.19	%
(6)	Highpoint Business Center
	(a)  165 Hansen Court	$	1,162,000	0.70	%
	(b)  175 Hansen Court	$	1,162,000	0.70	%
	(c)  185 Hansen Court	$	1,906,000	1.16	%
(7)	Kensington Corporate Center	$	3,780,000	2.29	%
(8)	Lisle Office Center	$	9,180,000	5.56	%
(9)	One Century Centre	$	12,915,000	7.83	%
(10)	1111 Touhy Building	$	6,490,000	3.93	%
(11)	Brookfield Lakes Corporate Ctr
	(a)  150 Patrick Boulevard	$	1,908,000	1.16	%
	(b)  175 Patrick Boulevard	$	1,639,000	0.99	%
	(c)  250 Patrick Boulevard	$	1,818,000	1.10	%
(12)	Corporate Woods	$	2,995,000	1.82	%
(13)	One Riverwood Place	$	7,690,000	4.66	%
(14)	Two Riverwood Place	$	6,885,000	4.17	%
(15)	777 Eisenhower Building	$	16,365,000	9.92	%
(16)	Tri-Atria Center	$	15,985,000	9.69	%
(17)	Court International	$	18,825,000	11.41	%
(18)	Princeton Hill Corporate Center	$	6,155,000	3.73	%
	TOTAL	$	165,000,000	100.00	%

As monthly installments of principal and interest are made in accordance with the terms and conditions of the Note and Loan Documents, the outstanding principal balance of Note A, Note B, Note C and Note D will reduce in accordance with the amounts paid pursuant to the terms of subparagraph (i) of this Section 3.07 above (and/or any exercised options under

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Section 3.08 of this Agreement and the Conversion Section and the Fixed Rate Section, as those terms are defined in the Note), and such that the combined principal balance is thereby reduced (subject to the Available Line, as defined below). Each of the eighteen (18) parcels listed in Schedule I attached hereto and made a part hereof serves as collateral for the entire Loan. Accordingly, in order to release a particular parcel of the Property, the Borrower must pay a Release Price, as hereinafter defined, plus any applicable prepayment premium determined in the manner set forth below.

(ii)

Promptly following Lender's receipt of Borrower's Release Request, Lender shall determine the release price (the "Release Price") payable for each parcel of Property, which shall be an amount equal the product of multiplying a release factor of one hundred ten percent (110%) ("Release Factor") (except as otherwise provided in subparagraph (viii) of this Section 3.07 times the combined outstanding principal balance of Note A, Note B, Note C and Note D (inclusive of any undrawn but available funds under the Note D revolving line of credit up to the Revolver Limit, hereinafter the "Available Line") times the Allocation Percentage for the particular parcel of the Property proposed to be released. For example, if Borrower submitted a request for a release of Property (1) 191 Waukegan Building in accordance with the conditions herein set forth, the calculation would be as follows:

(a)	Release Price =	Combined Outstanding Principal Balance of Note A, Note B, Note C and Note D (plus the Available Line) x 110% x Allocation Percentage
(b)	Assuming a combined principal balance (plus Available Line) of $150,000,000, the Property (1) Release Price would be calculated as:

$150,000,000 x 1.10 x 1.73%: or $2,854,500

(iii)

In addition to the Release Price, Borrower also shall pay to Lender, simultaneously with the Release Price, the applicable Note A, Note B, Note C or Note D Prepayment Premium (and/or Fixed Prepayment Premium, if applicable) on such Release Price calculated in accordance with the prepayment privilege (and/or Fixed Prepayment Premium, if applicable) terms as set forth in the applicable Note, as provided in subparagraph (iv) in this Section 3.04;



(iv)

Except as otherwise herein provided, Borrower shall have the right to apply the Release Price to the Loan in such manner as Borrower may determine in its sole discretion.



(a)

The Release Price will first be applied to Note C, until Note C is paid in full.



(b)

In the event any of Note A, Note B or Note D is paid down by application of a Release Price below an outstanding principal amount of $5,000,000, thereafter payment of any further Release Price shall be applied to such note until such note is paid in full.



(c)

In the event the Release Price is applied to Note D, notwithstanding the principal balance of Note D then outstanding under the revolving line of credit, the Release Price shall be first used to reduce, permanently, the outstanding credit line available to Borrower, lowering the Revolver Limit (for example, if the balance of Note D is $8,000,000 with another $32,000,000 available to be drawn at the time of the release and the Release Price to be applied to Note D is $4,000,000, the Revolver Limit shall first be reduced from $40,000,000 to $36,000,000 and $8,000,000 may remain outstanding, with the Borrower to retain the proceeds after Lender's costs and expenses are paid in accordance herewith)(for further example, if the balance of Note D is $35,000,000 with another $5,000,000 available to be drawn at the time of the release and the Release Price to be applied to Note D is $7,000,000, the Revolver Limit shall first be reduced from 40,000,000 to $33,000,000 and $2,000,000 of the Release Price shall be paid to Lender to be applied to reduce the principal balance of Note D to the lowered Revolver Limit, with the

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remaining proceeds to be retained by Borrower after Lender's costs and expenses are paid in accordance herewith).

(v)

After the Lender has applied the Release Price to the Loan, Lender shall redetermine and reallocate the Allocation Percentages for the remaining parcels of Property, in its sole discretion, and shall advise Borrower in writing within thirty (30) days of receipt of the Release Request as to the amounts of the reallocated Allocation Percentages.



(vi)

Borrower shall pay all costs, fees and expenses associated with the Release Privilege, including without limitation, 100% of all attorneys' fees and expenses incurred by or on behalf of Lender in connection therewith, and all such sums shall be due and payable on the date of closing of the release and delivery of the release documentation by Lender;



(vii)

Borrower shall provide Lender with an endorsement to its loan title policy with respect to the remaining parcels in form and substance satisfactory to Lender in its sole discretion insuring the Loan through the date and time of recording of the release and modification instrument, with no new exceptions since the original Loan closing unless approved by Lender in writing. To the extent that a released Property adjoins a remaining parcel or shared common areas, parking, utilities or amenities or services with a remaining parcel of Property, such endorsement will also (a) insure that the remaining Property has access to the same publicly dedicated streets as it did prior to the release, and (b) amend the legal description to include only the remaining parcels. The remaining parcel shall also be in full compliance with all applicable laws (including, without limitation, zoning and subdivision laws) and shall be a separate tax parcel; and



(viii)

Notwithstanding the provisions of subparagraph (ii) above, the Release Factor on the first $15,000,000 in principal of the Loan in the aggregate shall be at a Release Factor of 100% rather than 110%.

Section 2.08    Substitution of Collateral.    Notwithstanding the provisions of this Agreement or any of the Loan Documents to the contrary, Borrower may submit a written request ("Substitution Request"), upon at least ninety (90) days prior notice, that Lender permit a substitution (each a "Substitution") of a substitute property (each a "Substitute Property") (which previously has not been the subject of inclusion in the collateral for the Loan) for any individual Property on Schedule I (in such capacity a "Replaced Property") upon and subject to the following terms and conditions:

(a)

Borrower must submit a Substitution Request, identifying the proposed Substitute Property and the proposed Replaced Property at least ninety (90) days prior to the proposed closing date for the Substitution. Lender shall evaluate the request for the proposed Substitution and the proposed Substitute Property pursuant to its then customary underwriting and pricing criteria. The amount of the "Principal Allocation" Lender would determine to allocate to the Substitute Property must be at least equal to the amount of the then remaining Principal Allocation for the proposed Replaced Property, and the loan-to-value ratio for the Lender's proposed Principal Allocation for the Substitute Property, based upon a current MAI appraisal in accordance with subparagraph (b) below, must be at least equal to the then current loan-to-value ratio for the proposed Replaced Property. In its underwriting and pricing analysis, Lender may review items such as, but not limited to, location, occupancy, lease term, rollover, tenant exposure and tenant's credit.



(b)

The owner of the Substitute Property must be the Borrower (such that the Substitute Property is owned 100% by the same entity as owns all the collateral constituting the Property). No special purpose properties will be permitted (for example, hotels, health or

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senior care facilities, or mobile home parks). The Substitute Property must be located in the continental United States and may not be located in Texas, Florida or New York.

(c)

Lender in its sole discretion shall acknowledge within ten (10) business days of the Lender's receipt of the Substitution Request whether the proposed Substitute Property appears to be acceptable to permit the Substitution. If in the Lender's sole discretion it is determined that the proposed Substitute Property is equal to or greater in value and quality than the Property, then Lender, through its loan correspondent, Northmarq Capital Inc. will process the Borrower's formal request for Substitution. The proposal will be reviewed by and presented to Lender's and ING Investment Management LLC's investment review committees pursuant to each of their then current commercial mortgage loan policies, practices, standards and procedures. If the investment review committee approves the formal request for Substitution, the Substitution will be subject to the other conditions outlined herein.



(d)

No more than two (2) Substitution Requests shall be considered in any calendar year for the entire Loan.



(e)

Borrower shall not be permitted to request and close more than a total of nine (9) Substitutions during the Loan term.



(f)

Borrower shall pay a processing fee to Lender equal to $25,000 at closing of each approved Substitution. A "Substitution Deposit" of $5,000 shall be required with submission of a Substitution Request, which deposit shall be applied to the processing fee at closing of the Substitution. The deposit and processing fee contemplated by this subparagraph are in addition to attorneys' fees and expenses incurred in the documentation of such Substitution and in the review of due diligence.



(g)

All improvements on the Substitute Property shall have been completed in a good and workmanlike manner and in compliance, in all material respects, with all applicable governmental requirements. The Substitute Property must be lien free and all land, improvements and personal property must be paid for in full.



(h)

The appraised fair market "As Is" value of the Substitute Property shall be equal to or greater than the greater of (x) the then appraised fair market value, or gross sales proceeds, as the case may be, of the Replaced Property, and (y) the original appraised value of the Replaced Property as set forth in the appraisal delivered to Lender in connection with the closing of this Loan. The fair market "As Is" value of the Replaced Property and Substitute Property shall be determined by a firm of appraisers selected by Northmarq Capital Inc. and approved by the Lender, based on an MAI appraisal satisfactory to Lender, dated not more than ninety (90) days prior to the closing of the Substitution. All costs of such appraisals shall be paid by the Borrower on or prior to the closing of the Substitution. Lender shall have the right to readjust the Principal Allocations and Allocation Percentages for all eighteen (18) properties (or such number remaining if the Release Privilege previously has been exercised). The Release Factor set forth in Section 3.07 subparagraph (i) above shall remain the same upon closing of the Substitution.



(i)

The actual net operating income relating to the Substitute Property (based upon the trailing twelve (12) month financial results or such shorter period, as Lender deems appropriate, for a Substitute Property opened for less than one year) shall equal or exceed the actual net operating income relating (based upon the trailing twelve (12) month financial results or such shorter period, as Lender reasonably deems appropriate, for any Substitute Property opened for less than one year) to the Replaced Property.

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(j)

Lender's outside counsel shall prepare and Borrower shall execute (1) amendments to the Loan Documents and this Agreement, and (2) all Loan Documents Lender shall deem appropriate, including, but not limited to, any new Mortgage, assignment of rents and leases, environmental indemnities, etc. relating to the Substitute Property (all of which documentation shall be substantially in the form of the applicable documents executed in connection with the Loan with such changes thereto as Lender reasonably deems appropriate to reflect the terms and circumstances of the Substitution and Substitute Property) (collectively, the "Substitute Loan Documents"). The Substitution Loan Documents shall be cross-defaulted and cross-collateralized with the existing Loan Documents for the Loan.



(k)

Borrower shall be required to supply for Lender's review and approval due diligence materials relating to the Substitute Property prior to closing of the Substitution including those items required for closing of this Loan, and such other materials as may then be customarily required as part of its then current commercial loan closing policies, procedures, standards and practices for properties of similar type and in similar locations as the Substitute Property, including, without limitation, a current as-built ALTA survey, proof of adequate insurance, title insurance in conformance with the requirements for the closing of this Loan, proof of compliance with governmental regulations, tenant estoppel certificates, subordination, non-disturbance and attornment agreements. The Lender shall, at the Borrowers' sole cost and expense, receive for its review and approval all additional due diligence materials in any way relating to the Substitute Property, including but not limited to, appraisal, hazardous substance report and engineer report, and seismic report if located in an area where Lender customarily requires such reports as part of its due diligence prior to making a mortgage loan as required by Lender in its sole discretion. The items listed in this subparagraph are not exhaustive.



(l)

The Substitute Loan Documents, financing statements, and other instruments required to perfect the liens in the Substitute Property and all collateral under such documents shall be recorded, registered and filed (as applicable) in such manner as may be required by law to create a valid, perfected lien and security interest with respect to the Substitute Property and the personal property related thereto. The liens created by the Substitute Loan Documents shall be first liens and security interests on the Substitute Property and the personal property related thereto, subject only to such exceptions as Lender shall approve in its sole discretion. At closing of the Substitution, the Borrower shall have good and marketable title to the Substitute Property and good and valid title to any personal property located thereon or used in connection therewith, in each case satisfactory to the Lender. The title policies to the remaining parcels of Property in the Loan must also be endorsed to bring forward the effective dates thereof through the dates and times of recording of the modification instruments and showing no new exceptions since the original Loan closing unless approved by Lender in writing and continuing all coverage provided in the original Loan title policies.



(m)

Lender shall receive (1) a confirmation and reaffirmation of all Loan Documents by the Borrower for the other properties in the Loan, (2) a consent to such Substitution by any guarantors or indemnitors, if any, and (3) such other instruments and agreements and such certificates and opinions of counsel, in form and substance satisfactory to the Lender in connection with such Substitution as it may reasonably request.



(n)

Borrower shall be responsible for all documentary stamp and intangible taxes on the Substitution and the Mortgage encumbering the Substitute Property and all other parcels of Property in the Loan that shall arise in connection with such Substitution. Lender shall require payment of all such documentary stamp and intangibles taxes required by law and

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authorities having jurisdiction as a condition of closing the Substitution and the corresponding loan modifications to the Loan, regardless of whether the taxing authority imposes taxes duplicative of those incurred at the original closing on the original eighteen (18) parcels securing the Loan.

(o)

No Event of Default shall have occurred and be continuing hereunder or under any other Loan Documents for the Loan on the date of Substitution Request or at closing of the Substitution.



(p)

Lender shall be satisfied that no material adverse change in the financial condition, operations or prospects of Borrower (or general partner or limited partner as applicable) has occurred after closing of this Loan. No Substitution shall be permitted if Borrower, at the time of the Substitution is insolvent, as such term is defined in the U.S. Bankruptcy Code, or if the Substitution shall render the Borrower insolvent. Borrower shall provide sufficient audited, if available, or unaudited statements of its financial affairs including, but not limited to, balance sheets and income and expense statements all accurately describing its financial condition of a date no later than three (3) months prior to the Substitution.



(q)

The Borrower shall pay all reasonable out-of-pocket costs and expenses incurred in connection with any such Substitution and the reasonable out-of-pocket fees and expenses incurred by Lender, its outside counsel and its loan correspondent and servicer in connection therewith. Without limiting the generality of the foregoing, the Borrower shall, in connection with, and as a condition to, each Substitution, pay the reasonable fees and expenses of Lender's counsel, the reasonable fees and expenses of Lender's engineers, appraisers, construction consultants, insurance consultants and other due diligence consultants and contractors, recording charges, title insurance charges, and documentary stamp and/or mortgage or similar taxes, transfer taxes.



(r)

In the event the Substitute Property has not been identified prior to the sale of the Replaced Property, Lender will allow Borrower to post an unconditional, irrevocable Letter of Credit ("LC") in accordance with all requirements of Section 3.05 until a Substitute Property is added to the security, provided that the Loan to value (including any available funds under the revolving line of credit) of the remaining Properties securing the Loan, as determined by Lender in its sole discretion, does not exceed seventy percent (70%). The amount of the LC will be equal to the Release Price for the Replaced Property, as calculated in Section 3.07 above. If a Substitute Property meeting all the requirements of this Section 3.08 is not added to the security within twelve (12) months of the release of the Replaced Property, Lender will have a right to draw on the LC and apply the proceeds to the Loan pursuant to Section 3.07 herein. Borrower shall have the ability to use an LC for up to two (2) of the permitted Substitutions during the entire term of the Loan. The combined total of any outstanding LCs permitted under this Section shall not exceed $20,000,000.



(s)

Any LC used pursuant to Subparagraph (r) would be additional collateral for the Loan for the entire term. In the event of default, Lender will be entitled to draw the LC in whole or in part and apply the amount so drawn to the indebtedness under the Loan and/or to the cure of any such default in such order and portions as Lender may elect in its sole and absolute discretion. No such election to draw and/or application of funds shall be deemed an election of remedies or a cure of Borrower's default (or general partner or limited partner's default, as applicable). All rights and remedies of Lender shall be cumulative.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

        Borrower hereby represents and warrants to Lender as follows:

Section 3.01    Organization; Authorization; Valid and Binding Obligations.    Borrower is a limited partnership duly organized and validly existing under the laws of the state of its organization. Great Lakes REIT, a Maryland real estate investment trust (the "General Partner"), is the General Partner of Borrower. General Partner is qualified as a foreign corporation to do business in Illinois, Michigan, Wisconsin, Ohio, and Minnesota, but only if such applicable laws require it to so qualify and recognize REITs. Borrower is duly qualified and authorized to do business and is in good standing in all other states and jurisdictions where the ownership of property or the nature of the business transacted by it, makes such qualification necessary, including, without limitation, the state where the Property is located. Borrower has all requisite power and authority to execute and deliver the Loan Documents and the Environmental Indemnification Agreement, to perform its obligations under such Loan Documents and the Environmental Indemnification Agreement and to own its property and carry on its business. The Loan Documents and the Environmental Indemnification Agreement have been duly authorized by all requisite corporate, partnership or other action on the part of Borrower and duly executed and delivered by authorized officers, partners or other representatives (as the case may be) of Borrower. Each of the Loan Documents and the Environmental Indemnification Agreement constitutes a valid obligation of Borrower, legally binding upon and enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity.

Section 3.02    Financial Statements.

        (a)  Borrower covenants and agrees that it will keep and maintain books and records of account, or cause books and records of account to be kept and maintained in which full, true and correct entries shall be made of all dealings and transactions relative to the Property, which books and records of account shall, at reasonable times during business hours and on reasonable notice no more than twice per year for each individual property, be open to inspection by Lender and Lender's accountants and other duly authorized representatives. Such books of record and account shall be kept and maintained either:

(i)

In accordance with generally accepted accounting principles consistently applied; or



(ii)

In accordance with a cash basis or other recognized comprehensive basis of accounting consistently applied.

        (b)  Borrower covenants and agrees to furnish, or cause to be furnished to Lender, annually, within ninety (90) days following the end of each fiscal year of Borrower a copy of a report of the operations of the Property, including a balance sheet and supporting schedules and containing a detailed statement of income and expenses and a current rent roll of the Property. Borrower shall simultaneously deliver to Lender an unaudited financial statement of Borrower, prepared in accordance with the accounting requirements set forth above, certified by the Borrower, or by the chief financial officer, manager or the managing general partner of any corporate, limited liability company or partnership Borrower. Each report or statement shall be certified as correct in all material respects by the appropriate party. The aforementioned financial reports and statements shall be prepared by a certified public accountant acceptable to Lender.

        (c)  If Borrower omits to deliver, or to cause to be delivered, as required any report or statement required by this Section 4.02, and said omission is not cured by Borrower within sixty (60) days after written notice of such omission has been given by Lender to Borrower, Lender may elect, in addition

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to exercising any remedy for an Event of Default hereunder and as provided for in the Security Instruments, to make an audit of all books and records of Borrower including their respective bank accounts which in any way pertain to the Property, and, in such event, Borrower shall cause such books and records to be made available to Lender upon request, and to prepare the statement or statements which Borrower failed to procure and deliver. Such audit shall be made and such statement or statements shall be prepared by an independent certified public accountant to be selected by Lender. Borrower shall pay all reasonable expenses of the audit and other services, which expenses shall be secured by the Security Instruments as additional Indebtedness and shall be immediately due and payable with interest thereon at the Default Rate of interest as set forth in the Note and shall be secured by the Security Instruments.

Section 3.03    Actions Pending.    There is no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened against Borrower, any properties, assets or rights of Borrower other than the Property, by or before any court, arbitrator or administrative or governmental body that would have a material adverse effect on Borrower if resulting in a decision not in favor of Borrower. There is no action, suit, investigation or proceeding pending, or, to the knowledge of Borrower, threatened against the Property, by or before any court, arbitrator or administrative or governmental body involving an amount in controversy exceeding $100,000 except as set forth in Schedule 4.03 attached hereto.

Section 3.04    Title to Land.    The Land is free and clear of all liens and encumbrances, except for the Loan Documents and except as specifically set forth in the mortgagee title policy(ies) delivered to Lender in connection with the Loan, and except for unrecorded leases provided to Lender.

Section 3.05    Taxes.    Borrower has filed all federal, state and other income tax returns prior to the required filing date which, to the knowledge of Borrower, are required to be filed, and has paid all Taxes as shown on such returns and on all assessments received by it to the extent that such Taxes have become due, except such Taxes as are not due or which are being contested in good faith by Borrower by appropriate proceedings for which adequate reserves have been established in accordance with sound accounting practices consistently applied or by any tenant under any Leases, in which case such contest is being conducted as permitted pursuant to the applicable Lease(s).

Section 3.06    Conflicting Agreements and Other Matters.    Neither the execution nor delivery of this Agreement, nor fulfillment of or compliance with the terms and provisions of this Agreement, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (other than any Lien arising under any Loan Document) upon the Property or any other properties or assets of Borrower, the charter or by-laws or other organizational documents of Borrower, any award of any arbitrator or any agreement, instrument, order, judgment, decree, statute, law, rule or regulation to which Borrower, the Property or any other properties or assets of Borrower is subject.

Section 3.07    Governmental Consent.    Except for any recording or filing which may be required by applicable law to perfect or maintain the perfection of Lender's Liens in the Collateral, no consent, approval or authorization of, or declaration or filing with, any governmental authority is required for the valid execution, delivery and performance by Borrower of the Loan Documents or the Environmental Indemnification Agreement or the consummation of any of the transactions contemplated by the Loan Documents.

Section 3.08    Disclosure.    To Borrower's knowledge, neither this Agreement nor any other document, certificate or statement furnished to Lender by Borrower in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not materially misleading.

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Section 3.09    Organization Documents.    Borrower has been formed, and is existing pursuant to the terms of that certain Limited Partnership Agreement and a Certificate of Limited Partnership filed with the Office of Secretary of State of Delaware, as listed on Exhibit "A", copies of which have been delivered by Borrower to Lender.

Section 3.10    Improvements.    All certificates, permits and licenses required in connection with the ownership, operation and occupancy of the Property have been issued and are in full force and effect.

Section 3.11    No Default.    The Loan Documents and the Environmental Indemnification Agreement have been complied with and are in full force and effect and no defaults or events of default exist thereunder; Borrower has no knowledge of any facts or circumstances, which with the giving of notice or passage of time (or both) would constitute a default or event of default thereunder, and all obligations and agreements required to be performed by Borrower thereunder have been performed.

Section 3.12    Compliance with Requirements.    To the best of Borrower's knowledge, the Improvements have been constructed free from faults and defects, and in all material respects conform to and comply with all valid and applicable laws, ordinances, regulations and rules of all governmental entities having jurisdiction over, and all covenants, conditions, restrictions and reservations affecting the Land and the Improvements (the "Requirements"). Borrower has no knowledge of any noncompliance (either substantial or unsubstantial) of the Improvements with any of the applicable Requirements.

Section 3.13    Condition of Land and Improvements.    Neither the Land nor the Improvements have been injured or damaged by fire or other casualty which has not been restored.

Section 3.14    Personalty.    Except as otherwise expressly provided in the Leases, title to all goods, materials, supplies, equipment, machinery and other personal property and fixtures used in the operation or maintenance of the Property, is vested in Borrower free and clear of all liens, encumbrances and security interests, other than the lien and security interest of the Security Instruments, and Borrower has not executed any security agreement, purchase order or other contract or agreement under which any person or other entity is granted or reserves the right to retain title to, remove or repossess any of such goods, materials, supplies, equipment, machinery or other personal property or fixtures.

Section 3.15    Zoning.    Under the applicable zoning ordinance of each jurisdiction in which each parcel of Land is located, each parcel of Land is zoned in a zoning classification that permits the use of the Land and Improvements for all purposes as currently used, without any conditions other than with respect to which such conditions have been complied in full and without exception. Furthermore, to the best of Borrower's knowledge, in the event the Improvements were damaged or destroyed, the Improvements could be restored or reconstructed as they now exist without the requirement of any zoning variance or waiver.

Section 3.16    Restrictions.    To the best of Borrower's knowledge, the Land is not subject to: (i) any use or occupancy restrictions, except those imposed by applicable zoning laws and regulations, except any such restrictions described in the mortgagee title policy(ies) delivered to Lender in connection with the Loan and those restrictions set forth in the Security Instruments; (ii) special taxes or assessments; (iii) utility tap-in fees, except those generally applicable throughout the tax districts in which the Land is located; or (iv) charges or restrictions, whether existing of record or arising by operation of law, unrecorded agreement, the passage of time or otherwise, except any such charges or restrictions described in the mortgagee title policy(ies) delivered to Lender in connection with the Loan.

Section 3.17    Status of Service Contracts.    Borrower is not in default under any development, management, service or other agreements and contracts relating to the operation or management of the Property in a manner which could reasonably be expected to have a Material Adverse Effect; there is

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no material default on the part of any other party to any of such contracts, there is no material default of Borrower under any such contracts or the existence of any facts or circumstances, which with the giving of notice or passage of time (or both), would constitute a material default under any of such contracts, which defaults could reasonably be expected to have a Material Adverse Effect. Such contracts have not been modified or amended in any material respect since the date true and correct copies of the same were delivered to Lender by Borrower. Borrower has not done or omitted to do any act so as to be estopped from exercising any of its rights under any of such contracts, and there is no assignment of any of Borrower's rights under any of such contracts to any person or entity, other than Lender.

Section 3.18    Status of Leases.    To its knowledge, Borrower is not in default under any of the Leases, and there is no default on the part of any other party to any Lease, which defaults could reasonably be expected to have a Material Adverse Effect. None of the Leases have been modified or amended in any material respect since the date true and correct copies of the same were delivered to Lender by Borrower. Borrower has not done or omitted to do any act so as to be estopped from exercising any of its rights under any of the Leases, and there is no assignment of any of Borrower's right under any of such contracts to any person or entity other than Lender.

Section 3.19    Encroachments.    Except as shown on those certain surveys previously delivered to Lender in connection with the Loan, there are no encroachments on the Land; there are no strips or gores within or affecting the boundaries of the Land; and all Improvements are situated entirely within the boundaries of the Land and within any applicable building lines.

Section 3.20    Access.    All streets and roads necessary for access to the Land have been completed, dedicated to public use and accepted for maintenance for all necessary governmental entities.

Section 3.21    Availability of Utilities.    Except as set forth in that certain Certificate of Borrower executed and delivered in connection herewith, all utility facilities and services necessary for the full use, occupancy and operation of the Improvements are available to the Land through public or private easements or rights-of-way at the boundaries of the Land, including, without limitation, water, storm and sanitary sewer, electricity and telephone.

Section 3.22    Brokerage Commissions.    All real estate and land brokerage commissions payable in connection with the acquisition of the Land, construction of the Improvements and the Loan, and all brokerage commissions or finders fees due and payable in connection with the current terms of any of the Leases, have been paid in full, or will be paid in full upon the execution of this Agreement.

Section 3.23    Composition of Property.    Subject to the matters disclosed in the title policies delivered to Lender in connection with the Loan, the Property includes all improvements and land, and other estates and rights (including, without limitation, any appurtenant easement rights and covenants and restrictions) which are necessary to allow for the continued use thereof as apartments, or other uses presently in effect as of the date of this Agreement, and as may be required by any of the Requirements, or to satisfy all tenant requirements under the Leases.

ARTICLE IV

COVENANTS

        For so long as this Agreement is in effect, and unless Lender expressly consents in writing to the contrary, Borrower covenants and agrees to comply with the following covenants:

Section 4.01    Operating Statements and Rent Roll.    Borrower shall deliver to Lender operating statements and rent rolls as required in Section 4.02 hereof.

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Section 4.02    Books and Records.    Borrower shall keep its books, records and accounts in accordance with accepted industry standards and as required hereunder and under the Loan Documents.

Section 4.03    Maintenance of Existence, Properties, Licenses, Etc.    Except to the extent otherwise permitted hereby, Borrower will do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect the corporate, partnership or other legal existence of Borrower and the patents, trademarks, service marks, trade names, service names, copyrights, licenses, leases, permits, franchises and other rights, that continue to be useful in some material respect to the business of Borrower or to the operation of the Property, and at all times maintain, preserve and protect all licenses, leases, permits, franchises and other rights that continue to be useful in some related in some material respect to the business of Borrower or to the operation of the Property.

Section 4.04    Payment of Taxes and Claims.    Borrower will pay and discharge or cause to be paid and discharged all Taxes, assessments and governmental charges or levies imposed upon it or upon its respective income and profits or upon any of its property, real, personal or mixed or upon any part thereof, before the same shall become in default as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might become a Lien or charge upon such properties or any part thereof, provided that Borrower shall not be required to pay and discharge or cause to be paid and discharged any such Tax, assessment, charge, levy or claim so long as the validity thereof shall be timely contested in good faith by appropriate proceedings and it shall have set aside on its books adequate reserves with respect to any such Tax, assessment, charge, levy or claim, so contested; provided, further, that payment with respect to any such Tax, assessment, charge, levy or claim shall be made before the Property or any other property or assets of Borrower shall be seized or sold in satisfaction thereof, and provided, further, that, with respect to any Taxes that constitute a Lien, Borrower shall provide to Lender adequate security in connection therewith, as determined by Lender in its discretion.

Section 4.05    Parking Requirements.    At all times during the terms of the Loan, there shall be sufficient parking spaces to satisfy requirements of all Leases, parking or cross-parking agreements, and applicable zoning requirements and other Requirements.

Section 4.06    Expenses.    Borrower shall pay all cost, fees, documentary stamp taxes, intangibles taxes and charges of closing of the Loan, including, without limitation, Lender's attorneys' fees, recording costs, environmental audit costs, survey and appraisal costs, title examination fees, and title insurance premiums.

Section 4.07    Indemnity.    Borrower covenants and agrees to indemnify and hold Lender harmless from and against any and all claims for brokerage fees or commissions with respect to the making or consummation of the Loan, and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including but not limited to attorneys' fees, expenses, penalties and interest, which may be asserted against or incurred by Lender by reason of any matter relating directly to the Loan, and arising out of the ownership, condition, development, construction, sale, rental or financing of the Property or any part thereof, other than to the extent arising as a direct result of the gross negligence or willful misconduct of Lender. The foregoing indemnity shall survive the payment and performance of all Obligations to Lender under the Loan Documents, and should Lender incur any liability for or in defense of any of the foregoing matters, the amount thereof (and all costs, expenses and attorneys' fees incurred by Lender in connection therewith) shall be added to the principal amount of the Loan and shall bear interest at the Default Rate (as defined in the Note) to the extent permitted by applicable law. Furthermore, Borrower covenants that, upon notice from Lender that any action or proceeding has been brought against Lender by reason of any such matters, Borrower shall promptly resist or defend such action or proceeding in a manner satisfactory to Lender at Borrower's expense.

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Section 4.08    Fiscal Year.    Borrower shall not change its fiscal year except upon prior written notice to Lender.

Section 4.09    Estoppel Certificates.    Borrower shall, from time to time, upon request by Lender, promptly execute, acknowledge and deliver to Lender a certificate of Borrower stating the amount of principal and interest then owing on the Obligations, whether or not any setoffs or defenses exist with respect to all or any part of the Obligations, and, if any such setoffs or defenses exist, stating in detail the specific facts relating to each such setoff or defense. Any such certificate may be relied upon by any prospective assignee of Lender.

Section 4.10    Replacement of Note.    Upon receipt of notice from Lender of the loss, theft, destruction or mutilation of the Note, Borrower shall execute and deliver, in lieu thereof, a replacement note identical in form and substance to the Note and dated as of the date of the Note, except that such replacement note shall state on its face that it is a replacement and upon such execution and delivery all references in the Loan Documents and the Environmental Indemnification Agreement, or in the loan documents and the environmental indemnification agreements for the Affiliate Loans, to such Note so replaced shall be deemed to refer to such replacement note.

Section 4.11    Notification of Name Change; Location.    Borrower shall furnish Lender with notice of any change in Borrower's name or address or principal place of business within fifteen (15) days of the effective date of such change, and Borrower shall promptly execute any financing statements or other instruments deemed necessary by Lender to prevent any filed financing statement from becoming misleading or losing its perfected status.

Section 4.12    No Joint Venture.    Neither the provisions of any of the Loan Documents or the Environmental Indemnification Agreement nor the acts of the parties thereto shall be construed to create a partnership or joint venture between Borrower and Lender.

Section 4.13    Loans by Partners and Affiliates.    Borrower agrees that any loan or other advance heretofore or hereafter made to Borrower by a partner, member or any Affiliate shall be subordinate in all respects to the Loan, and Borrower agrees that, following any Event of Default, and until repayment of the Obligations, Borrower shall make no repayment to the partner, member or Affiliate of any such loan or advance.

Section 4.14    Waiver Regarding Wisconsin Mortgage Banking Act.    To the fullest extent permitted by applicable law, Borrower hereby waives any and all rights of action, claims, defenses, offsets, counterclaims, suits, demands or other actions against Lender arising out of, or in connection with, the Wisconsin Banking Act, Wis. Stat. §224.71 et seq., or any failure or alleged failure of Lender to comply therewith.

ARTICLE V

FURTHER DISBURSEMENTS

Section 5.01    Further Disbursements.    Borrower agrees that Note A, Note B and Note C have been fully disbursed by Lender, and that Lender shall have no further duty or obligation to make any additional advances or disbursements to Borrower under Note A, Note B or Note C.

Section 5.02    Note D is Revolving Line of Credit.    Note D evidences a revolving line of credit. The principal of Note D may be drawn, repaid and redrawn in accordance with the terms of Note D. Notwithstanding anything in Note D to the contrary, the funds available under Note D will be restricted as follows. At a gross rent from all Property (excluding tenant reimbursements) on a annualized basis (the "Base Rent") of $35,500,000 the available funds under the Note D will be $25,000,000. The available funds will increase by $3.75 for each additional dollar of Base Rent in excess of $35,500,000 up to the Revolving Limit. Eight buildings are currently rented on a net basis

16

(Bannockburn Corporate Center, Centennial Center, Highpoint Business Center, Kensington Corporate Center, One Riverwood, Two Riverwood, Court International and Princeton Hill Corporate Center). For determining the Base Rent for all new leases not represented on Exhibit E to the Application dated September 27, 2002 between Borrower and Lender, as amended, if a gross lease is signed on space within a net lease building the expense stop stated within the lease (or $8.11/SF if the lease does not have an expense stop) will be deducted from the stated Base Rent within the lease to determine the annual qualifying Base Rent for the above calculation. If a net lease is signed in a gross rent building (i.e. the remaining 10 properties) $8.17 per square foot will be added to the annual net rental rate for the purpose of the calculation. In determining the annual Base Rent, any rent from the space occupied by AT&T in the One Century Centre building will be excluded.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01    Events of Default.    Each of the following events shall constitute an Event of Default under this Agreement:

        (a)  The occurrence of an Event of Default under the Security Instruments or any of the other Loan Documents or the Environmental Indemnification Agreement;

        (b)  Should any Default occur in the performance or observance of any term, condition or provision contained in this Agreement which does not relate to the nonpayment of any monetary sum, which Default shall continue for thirty (30) days after the Lender gives Borrower written notice thereof or within such longer period of time, not exceeding an additional sixty (60) days, as may be reasonably necessary to cure such non-compliance if Borrower is diligently and with continuity of effort pursuing such cure and the failure is susceptible of cure within an additional period of sixty days; provided, however, no notice and cure rights shall be afforded to Borrower for a Default of Paragraphs 15(a), (b), (d) (e) or (f) of the Mortgage;

        (c)  Should any representation or warranty made by Borrower herein or in any of the other Loan Documents or the Environmental Indemnification Agreement be false or misleading in any material respect on the date as of which made (or deemed made); and

        (d)  Should Borrower be terminated, liquidated, dissolved or otherwise cease to exist.

Section 6.02    Remedies.    Upon the occurrence of an Event of Default, Lender may, in its discretion, exercise one or more of the following remedies:

        (a)  Accelerate the maturity of the Obligations and declare the entire unpaid principal balance of, and any unpaid interest then accrued on, the Note, together with any Prepayment Premium, without demand or notice of any kind to Borrower or any other Person, to be immediately due and payable.

        (b)  Take all, any or any combination of the actions Lender may take under any of the other Loan Documents or the Environmental Indemnification Agreement upon the occurrence of a default or an event of default thereunder, notwithstanding the fact that the event that is an Event of Default hereunder may not constitute a default or an event of default under any such other Loan Document or the Environmental Indemnification Agreement, including, without limitation acceleration of the Obligations evidenced by the Note and foreclosure and sale of the Land and the Improvements under the Security Instruments.

        (c)  Perform, or cause to be performed, any obligation, covenant or agreement that Borrower has failed to perform or comply with, and in such event all costs and expenses incurred by Lender in performing any such obligation, covenant or agreement shall be added to the Obligations and shall be secured by the Security Instruments, and shall bear interest at the Default Rate (as

17

defined in the Note) from the date paid or incurred by Lender, and the interest thereon shall also be added to and become a part of the Obligations and shall be secured by the Security Instruments.

        (d)  Continue to act, with respect to Borrower and the Loan, as if no Event of Default had occurred, which continuance shall not be or be construed as a waiver of Lender's rights; and assert the Event of Default and take any action provided for herein at any time after the occurrence and during the existence of the Event of Default.

        (e)  Proceed as authorized by law to obtain payment of the Loan.

        (f)    Take all, any, or any combination of the actions Lender may take under applicable law or equity subject to the limitations on liability of Borrower contained herein and in the Note and the Security Instruments.

No failure or delay on the part of Lender to exercise any right or remedy hereunder or under the Loan Documents or the Environmental Indemnification Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any further exercise thereof or the exercise of any further right or remedy hereunder or under the Loan Documents or the Environmental Indemnification Agreement. No exercise by Lender of any remedy under the other Loan Documents or the Environmental Indemnification Agreement shall operate as a limitation on any rights or remedies of Lender under this Agreement, except to the extent of moneys actually received by Lender under the other Loan Documents or the Environmental Indemnification Agreement.

Section 6.03    Costs and Expenses.    All costs and expenses incurred by Lender in connection with any of the actions authorized in this Article, after an Event of Default, including without limitation attorneys' fees, shall be and constitute a portion of the Loan, secured in the same manner and to the same extent as the Loan, even though such costs and expenses may cause the amount of the Loan to exceed the face amount of the Note. Whenever than terms of this Agreement require Borrower to pay attorneys' fees of Lender, such obligation shall extend only to reasonable attorneys' fees, without regard to statutory interpretations, actually incurred at normal hourly rates.

Section 6.04    Remedies Cumulative.    The foregoing remedies are cumulative of, and in addition to, and not restrictive or in lieu of, the other remedies provided for herein and the remedies provided for or allowed by the other Loan Documents or the Environmental Indemnification Agreement, or provided for or allowed by law, or in equity.

ARTICLE VII

MISCELLANEOUS

Section 7.01    Notices.

(a)

All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices"), shall be in writing and shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.



(b)

All Notices shall be deemed given and effective upon the earlier to occur of (i) the hand delivery of such Notice to the address for Notices; (ii) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (iii) three business days after depositing the Notice in

18

the United States mail as set forth in (a)(iii) above. All Notices shall be addressed to the following addresses:

Borrower:	Great Lakes REIT, L.P. c/o Great Lakes REIT 823 Commerce Drive Suite 300 Oak Brook, Illinois 60523 Attention: Chief Financial Officer
With a copy to:	Holland & Knight LLC 500 West Madison 40th Floor Chicago, Illinois 60661-2511 Attention: Francis L. Keldermans, Esq.
Lender:	Equitable Life Insurance Company of Iowa, and Security Life of Denver Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention: Mortgage Loan Servicing Department
and to:	ING Investment Management at LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention: Real Estate Law Department
With a copy to:	Powell, Goldstein, Frazer & Murphy, LLP 191 Peachtree Street, 16th Floor Atlanta, Georgia 30303 Attention: John R. Parks, Esq.

or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice; provided, however, that the "copy to" Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

Section 7.02    No Waiver; Remedies Cumulative.    No failure or delay on the part of Lender in exercising any right or remedy hereunder and no course of dealing between Borrower and Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder or under the Note preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which Lender would otherwise have. No notice to or demand on Borrower not required hereunder or under any other Loan Document in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Lender to any other or further action in any circumstances without notice or demand.

Section 7.03    Successors and Assigns; Sale of Interest.    This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective legal representatives, successors and permitted assigns of the parties hereto; provided that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender, other than to the extent expressly permitted by the Security Instruments. Lender may sell or assign all or any part of Lender's rights, title or interests hereunder and under the other Loan Documents or the Environmental

19

Indemnification Agreement without the prior written consent of Borrower; provided, however that any such assignment shall not increase any of the obligations of Borrower under the Loan Documents or the Environmental Indemnification Agreement. In that event, such successor or assignee shall be entitled to all of the rights of Lender under the Loan Documents or the Environmental Indemnification Agreement.

Section 7.04    Modification.    This Agreement shall not be modified or amended in any respect except by a written agreement executed by the parties in the same manner as this Agreement is executed.

Section 7.05    Time of Essence.    Time is of the essence of this Agreement and each of the other Loan Documents and the Environmental Indemnification Agreement.

Section 7.06    Governing Law.    This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Illinois, without regard to principles of conflicts of laws thereof.

Section 7.07    Counterparts.    This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Section 7.08    Effectiveness; Survival.

(a)

This Agreement shall become effective on the date on which all of the parties hereto shall have signed a copy hereof (whether the same or different copies) and Lender shall have received the same.



(b)

All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement, the other Loan Documents, the Environmental Indemnification Agreement, and such other agreements and documents, the making of the Loan hereunder and the execution and delivery of the Note, and shall terminate at such time as the Obligations have been paid and satisfied in full; provided, however, that the Environmental Indemnification Agreement shall remain in full force and effect in accordance with the terms thereof notwithstanding any payment and dissatisfaction of the Obligations.

Section 7.09    Severability.    In case any provision in or Obligation under this Agreement or the other Loan Documents or the Environmental Indemnification Agreement shall be invalid, illegal or unenforceable, in whole or in part, in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 7.10    Independence of Covenants.    All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitation of, another covenant, shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 7.11    Headings Descriptive.    The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 7.12    Termination of Agreement.    At such time as all Obligations have been paid and satisfied in full, this Agreement shall terminate; provided however, that any and all indemnity obligations of Borrower to Lender arising hereunder or under any of the other Loan Documents, which are expressly stated to survive satisfaction of the Obligations shall survive the termination of this

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Agreement or such other Loan Documents, and provided further that all indemnity obligations under the Environmental Indemnification Agreement shall survive such payment and satisfaction of the Obligations as set forth in the Environmental Indemnification Agreement.

Section 7.13    Entire Agreement.    This Agreement and the other Loan Documents and the Environmental Indemnification Agreement constitute the entire agreement between Borrower and Lender with respect to the Loan, the other Obligations and the Collateral and supersede all prior agreements, representations and understandings related to such subject matters.

Section 7.14    Jury Trial Waiver; Consent to Forum.

(a)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE ENVIRONMENTAL INDEMNIFICATION AGREEMENTS OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.



(b)

BORROWER ALSO AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE ENVIRONMENTAL INDEMNIFICATION AGREEMENTS OR TO ENFORCE ANY JUDGMENT OBTAINED AGAINST BORROWER IN CONNECTION WITH THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT, MAY BE BROUGHT BY LENDER IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF THE STATE IN WHICH LENDER'S ADDRESS SHOWN ABOVE IS LOCATED, OR IN ANY ONE OR MORE OTHER STATE OR FEDERAL COURTS SITTING IN ANY COUNTY AND STATE IN WHICH ANY OF THE PROPERTY IS LOCATED. BORROWER IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS, AND IRREVOCABLY WAIVES ANY PRESENT OR FUTURE OBJECTION TO VENUE IN ANY SUCH COURT, AND ANY PRESENT OR FUTURE CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM, IN CONNECTION WITH ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE ENVIRONMENTAL INDEMNIFICATION AGREEMENTS.

Section 7.15    Exculpation.    The liability of Borrower to pay the Indebtedness (as defined in the Mortgage) or perform any obligation under this Agreement or the other Loan Documents is limited to the extent set forth in the Note.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed and delivered on their behalf as of the date first above stated.

GREAT LAKES REIT, L.P., a Delaware limited partnership
By:	Great Lakes REIT, a Maryland real estate investment trust, its general partner
	By:	/s/ James Hicks James Hicks, Treasurer

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

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[SIGNATURES CONTINUED FROM PRECEDING PAGE]

LENDER:
SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation
By:	ING Investment Management, LLC, as Authorized Agent
	By:
	Name:
	Title:
EQUITABLE LIFE INSURANCE COMPANY OF IOWA, an Iowa corporation
	By:
	Name:
	Title:

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EXHIBIT "A"

SCHEDULE OF BORROWER'S ORGANIZATIONAL DOCUMENTS

Borrower	Date of Certificate of Limited Partnership	Date of Limited Partnership Agreement (and amendments)
Great Lakes REIT, L.P.	September 27, 1996; Amended and Restated—November 21, 1996; Amendment—October 27, 1998	September 27, 1996; Amended and Restated—December 19, 1996; First Amendment—February 6, 1997; Second Amendment—February 10, 1997; Addendum—February 10, 1997; Third Amendment—May 22, 1998; Assignment and Assumption of General Partner Interest—July 27, 1998; and Fourth Amendment—December 23, 1998

SCHEDULE I

[LIST OF PROPERTIES]

(19)

191 Waukegan Building, 191 Waukegan Road, Northfield, Illinois

(20)

823 Commerce Building, 823 Commerce Drive, Oak Brook, Illinois

(21)

Arlington Business Center, 3455 and 3550 Salt Creek Lane, Arlington Heights, Illinois

(22)

Bannockburn Corporate Center, 3000 Lakeside Drive, Bannockburn, Illinois

(23)

Centennial Center, 1900 East Golf Road, Schaumburg, Illinois

(24)

Highpoint Business Center, 165, 175, and 185 Hansen Court, Wood Dale, Illinois

(25)

Kensington Corporate Center, 1660 Feehanville Drive, Mount Prospect, Illinois

(26)

Lisle Office Center, 3030 Warrenville Road, Lisle, Illinois

(27)

One Century Centre, 1750 East Golf Road, Schaumburg, Illinois

(28)

1111 Touhy Building, 1111 Touhy Avenue, Des Plaines, Illinois

(29)

Brookfield Lakes Corporate Center, 150, 175 and 250 Patrick Boulevard, Brookfield, Wisconsin

(30)

Corporate Woods, 375 Bishop's Way, Brookfield, Wisconsin

(31)

One Riverwood Place, N17 W24222 Riverwood Drive, Pewaukee, Wisconsin

(32)

Two Riverwood Place, N19 W24133 North Riverwood Drive, Pewaukee, Wisconsin

(33)

777 Eisenhower Building, 777 Eisenhower Parkway, Ann Arbor, Michigan

(34)

Tri-Atria Center, 32255 Northwestern Highway, Farmington Hills, Michigan

(35)

Court International, 2550 University Avenue, St. Paul, Minnesota

(36)

Princeton Hill Corporate Center, 30 Merchant Street, Springdale, Ohio

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LOAN AGREEMENT

EX-10.2

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Exhibit 10.2

Promissory Note A with a principal amount of $35 million.

PROMISSORY NOTE A

$35,000,000.00
December 10, 2002

FOR VALUE RECEIVED, the undersigned, GREAT LAKES REIT, L.P., a Delaware limited partnership ("Maker"), hereby promises to pay to the order of EQUITABLE LIFE INSURANCE COMPANY OF IOWA, an Iowa corporation, or any subsequent holder(s) hereof ("Payee"), at the office of Payee, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as Payee may from time to time designate in writing, the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00) and interest thereon from and after the date of disbursement hereunder at four and 30/100 percent (4.30%) per annum ("Note Rate") (except as otherwise provided in the section entitled "Options to Extend Call Dates and Convert Note Rate" as hereinafter set forth, the "Conversion Section"), both principal and interest to be paid in lawful money of the United States of America, as follows (except as otherwise provided in the Conversion Section):

(i)

Interest only from and including the date of this Note through and including December 31, 2002, shall be paid on January 1, 2003 or, at the option of Payee, on the date hereof; and



(ii)

Payments of principal and interest shall be made in successive monthly installments commencing on February 1, 2003, and continuing on the first day of each and every calendar month thereafter up to and including either (x) January 1, 2028 (the "Maturity Date") or, (y) upon exercise of Payee's right under the following paragraph, the Call Date as to which Payee has exercised its right (except as otherwise provided in the Conversion Section), all but the final installment thereof to be in the amount of One Hundred Ninety Thousand Five Hundred Eighty-Nine and 56/100 Dollars ($190,589.56), and the final installment payable on the Maturity Date, or, if earlier, the exercised Call Date (except as otherwise provided in the Conversion Section) to be in the full amount of outstanding principal of this Promissory Note ("Note"), interest and all other sums remaining unpaid hereunder and under the Mortgage (as hereinafter defined).

        Notwithstanding any provisions of this Note to the contrary (except as otherwise provided in the Conversion Section), the Payee reserves the right (the "Call Option") to declare the entire amount of outstanding principal of this Note, interest and all other sums remaining unpaid hereunder and under the Mortgage to be due and payable on any one of the following dates (each referred to as a "Call Date," and collectively the "Call Dates"):

January 1, 2008;

January 1, 2013;

January 1, 2018; and

January 1, 2023.

Such right to call the Note shall be exercised by Payee, in its sole and absolute discretion, by giving written notice to Maker at least six (6) months prior to the Call Date as to which Payee is electing, which notice shall refer to this Note and state the Call Date elected by Payee. The exercise of such right by Payee shall not relieve Maker of its obligation to make scheduled payments hereunder, or to pay any other sums due and owing hereunder, between the date of such notice and the elected Call Date. Except as otherwise provided in the Conversion Section, the exercise of such right by Payee will result in the original principal amount of this Note not having been fully amortized by the payment of the monthly installments hereunder prior to the exercised Call Date, and Maker shall be obligated to

make a payment of the entire amount of outstanding principal of this Note and interest and all other sums remaining unpaid hereunder and under the Mortgage on the Call Date.

        All payments on account of the Indebtedness (as hereinafter defined) shall be applied: (i) first, to further advances, if any, made by the Payee as provided in the Loan Documents (as hereinafter defined); (ii) next, to any Late Charge (as hereinafter defined); (iii) next, to interest at the Default Rate (as hereinafter defined), if applicable; (iv) next, to the Prepayment Premium (as hereinafter defined), if applicable; (v) next, to interest at the Note Rate (or the Note Float Rate, if applicable) on the unpaid principal balance of this Note unless interest at the Default Rate is applicable; and (vi) last, to reduce the unpaid principal balance of this Note. Interest shall be calculated on the basis of a year consisting of 360 days and with twelve thirty-day months, except that interest due and payable for less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily interest rate based on a 360-day year. As used herein, the term "Indebtedness" shall mean the aggregate of the unpaid principal amount of this Note, accrued interest, all Late Charges, any Prepayment Premium, and advances made by Payee under the Loan Documents.

        In the event any installment of principal or interest due hereunder, or any escrow fund payment for real estate taxes, assessments, other similar charges or insurance premiums due under the Mortgage shall be more than ten (10) days overdue, Maker shall pay to the holder hereof a late charge ("Late Charge") of four cents ($.04) for each dollar so overdue or, if less, the maximum amount permitted under applicable law, in order to defray part of the cost of collection and of handling delinquent payments.

        The terms of this Note are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Payee exceed the highest lawful rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof or any other documents securing the Indebtedness at the time performance of such provision shall be due, shall involve the payment of interest exceeding the highest rate of interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under applicable law; and if for any reason whatsoever Payee shall ever receive as interest an amount which would be deemed unlawful, such interest shall be applied to the payment of the last maturing installment or installments of the principal portion of the Indebtedness (whether or not then due and payable) and not to the payment of interest.

        Payment of this Note is secured by the following mortgages (collectively the "Mortgage") dated on or about this same date by Maker, as mortgagor, for the benefit of Payee and Security Life of Denver Insurance Company, as mortgagee, encumbering certain real estate and other property interests situated in the States of Illinois, Wisconsin, Michigan, Minnesota and Ohio, and more particularly described in the Mortgage (the "Premises"):

(i)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Illinois (which may be exercised in counterparts);



(ii)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Wisconsin (which may be exercised in counterparts);



(iii)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Michigan (which may be exercised in counterparts);



(iv)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Minnesota; and



(v)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Ohio.

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This Note, the Mortgage, and all other instruments now or hereafter evidencing, securing or guarantying the loan evidenced hereby are sometimes collectively referred to as the "Loan Documents". The Mortgage contains "due on sale or further encumbrance" provisions which, together with all other terms of the Mortgage, are incorporated herein by this reference. If not defined herein, terms shall have the meaning ascribed to them in the Mortgage.

        Except as expressly otherwise stated in this Note or pursuant to Section 3.07 (the "Property Release Privilege") of that certain Loan Agreement dated of even date herewith among Maker, Payee and Security Life of Denver Insurance Company (the "Loan Agreement") there shall be no right to prepay the principal portion of the Indebtedness prior to March 1, 2003 (the "Lock Out Period"). Except as otherwise provided in the Conversion Section, beginning March 1, 2003 the principal of this Note may be prepaid in full (but not in part, except pursuant to the Property Release Privilege) on any installment payment date thereafter, upon sixty (60) days prior written notice to the Payee, and payment of a premium (the "Prepayment Premium") equal to an amount (the "Treasury Obligation Amount") which is the sum of (a) the present value of the scheduled monthly installments on this Note from the date of prepayment to the Maturity Date or, if earlier, the next applicable Call Date, and (b) the present value of the amount of principal and interest due on the Maturity Date or, if earlier, the next applicable Call Date (assuming all scheduled monthly installments due prior thereto were made when due) minus (c) the outstanding principal balance of this Note as of the date of prepayment. The present values described in clauses (a) and (b) shall be computed on a monthly basis as of the date of prepayment, discounted at the yield of the U.S. Treasury obligation closest in maturity to the Maturity Date or, if earlier, the next applicable Call Date, as reported in The Wall Street Journal (or if not then published, any successor or similar publication of similar repute in the financial markets) or as available from the Federal Reserve Bank of New York, on the fifth (5th) day prior to the date of prepayment or, if such fifth day is not a business day, then the next preceding day which is a business day. The Treasury Obligation Amount is intended to be that amount which, together with the amount prepaid, shall be sufficient to enable Payee to invest in a U.S. Treasury obligation for the remaining term of this Note to provide the same effective yield on the amount paid from the date of prepayment to the Maturity Date or, if earlier, the next applicable Call Date as would have been the yield on such amount under this Note if such amount had not been prepaid.

        Except as provided in the next sentence or pursuant to the Property Release Privilege, in no event shall the amount prepaid be less than the total Indebtedness. Notwithstanding the Lock Out Period, in the event of acceleration of the Note at any time and subsequent involuntary or voluntary prepayment (even if during the period in which no prepayment is permitted), the Prepayment Premium shall be payable except (a) for a prepayment which results from application of proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default (as hereinafter defined) exists, and (b) as to any prepayment which is made within sixty (60) days prior to the Maturity Date or a Call Date regardless of whether Payee has exercised its Call Option. In the event the Prepayment Premium were ever construed by a court having jurisdiction thereof to be an interest payment, the Prepayment Premium shall not exceed an amount equal to the excess, if any, of (i) interest calculated at the highest rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of the Note from time to time outstanding from the date thereof to the date of such payment, less (ii) interest theretofore paid on the Note.

        In the event Payee applies any insurance proceeds or condemnation proceeds to the reduction of the principal portion of the Indebtedness in accordance with the terms of the Mortgage, and if at such time no Event of Default exists hereunder and no event has occurred which with the passage of time or the giving of notice would be or become an Event of Default, then no Prepayment Premium shall be due or payable as a result of such application.

        If the maturity of the Indebtedness is accelerated by Payee as a consequence of the occurrence of an Event of Default, or in the event the right to foreclose the Mortgage shall otherwise accrue to

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Payee, the Maker agrees that an amount equal to the Prepayment Premium (determined as if prepayment were made on the date of acceleration) shall be added to the balance of unpaid principal and interest then outstanding, and that the Indebtedness shall not be discharged except: (i) by payment of such Prepayment Premium, together with the balance of principal and interest and all other sums then outstanding, if the Maker tenders payment of the Indebtedness prior to completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or judgment of foreclosure sale; or (ii) by inclusion of such Prepayment Premium as a part of the Indebtedness in any such completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or judgment of foreclosure.

OPTIONS TO EXTEND CALL DATES AND CONVERT NOTE RATE

A.    Setting of Note Float Rate

        In the event Payee exercises its first Call Option on this Note in accordance with the terms hereof on January 1, 2008, Maker shall have the option ("Float Rate Option") to negate such exercised first Call Option on this Note and to extend the accelerated term of this Note beyond the exercised first Call Date, as if such first Call Option on this Note had never been exercised by Payee, provided that Maker delivers written notice to Payee, at least three (3) calendar months prior to the applicable exercised first Call Date, of Maker's desire to negate such first Call Option and the other terms and conditions of this Conversion Section are satisfied at least one (1) full calendar month prior to the applicable first Call Date. If Maker delivers such notice, the first Call Option shall become null and void and, this Note shall continue to be repaid in accordance with the terms and provisions thereof; provided, however, that effective as of the first day of the month immediately preceding the first Call Date (the "Note Rate Adjustment Date"), the Note Rate shall be converted by Payee to a floating interest rate based upon a spread equal to the higher of: (a) one hundred and seventy five (175) basis points (the "Pre-Set Spread"), or (b) a negative two hundred sixty (-260) basis points plus the Merrill Lynch Index (U.S. Corporates, BBB-A rated, 5-10 years) with an inception date 12/31/72 as reported by Bloomberg, currently under ticker symbol "C6C0" (the "Merrill Index"), less the 30-day London Interbank Offered Rate as reported in The Wall Street Journal or similar publication (the "30-day LIBOR Rate"), each in effect as of two (2) business days prior to the Note Rate Adjustment Date (such spread obtained using the Merrill Index hereinafter called the "Merrill Spread") (the higher of the Pre-Set Spread and the Merrill Spread is, hereinafter called the "Note Float Spread"). The Note Float Spread plus the 30-day LIBOR Rate, as may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Note Float Rate". Upon the determination that either the Pre-Set Spread or the Merrill Spread is the higher spread on the Float Determination Date (as hereinafter defined), then such higher spread shall become the final Note Float Spread, which spread shall remain constant throughout the remaining term of this Note. Commencing on the Note Rate Adjustment Date, this Note shall bear interest at the initially established Note Float Rate. The Note Float Rate shall be adjusted by Payee every thirty (30) days, on the first day of a calendar month ("Adjustment Date") based upon the then applicable 30-day LIBOR Rate plus the Note Float Spread. The initial 30-day LIBOR Rate and the corresponding Note Float Rate shall be determined two (2) business days prior to the Note Rate Adjustment Date (the "Float Determination Date"). Each subsequent determination of the Note Float Rate shall be made five (5) business days prior to the applicable Adjustment Date, to be effective beginning with the next occurring Adjustment Date. Following the Note Rate Adjustment Date, the first Adjustment Date shall occur on the first Call Date. In the event the 30-day LIBOR Rate ceases to be published or is otherwise unascertainable, Payee shall select a comparable reference rate as the new index for purposes of calculating the Note Float Rate, principal and interest installments and Adjusted Monthly Payment (as hereinafter defined). Following the Note Rate Adjustment Date, the applicable "Default Rate" on the applicable Note shall thereafter be a floating rate at five percent (5%) in excess of the then applicable Note Float Rate or the highest maximum rate allowed by law, whichever is lesser.

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B.    Adjustment of Payments

        Effective on the Note Rate Adjustment Date, this Note will be re-amortized over the then remaining amortization period of this Note on the Note Rate Adjustment Date, and thereafter, payments of principal and interest shall be due monthly in arrears on the first day of each month (the "Installment Date") commencing with the first Call Date based upon then applicable Note Float Rate effective as of the immediately preceding Adjustment Date (or, for the first payment, based upon the initial Note Float Rate set on the Note Rate Adjustment Date).

        Thereafter, on each Installment Date, the amortized monthly installments shall be due based upon the Note Float Rate in effect the immediately preceding Adjustment Date, the Note Float Rate shall adjust in accordance with the immediately preceding paragraph, and the principal balance of this Note shall be re-amortized by Payee over the then remaining amortization period as applicable for this Note at the new Note Float Rate to determine the monthly payment of principal and interest necessary to pay this Note in full on the Maturity Date in substantially equal installments (the "Adjusted Monthly Payment"). On the next Installment Date, Maker shall pay monthly installments of principal and interest based upon the Adjusted Monthly Payment determined on the immediately preceding Adjustment Date. Throughout the remaining term of this Note, the Note Float Rate and monthly payments shall continue to adjust as provided herein to fully amortize this Note by the Maturity Date.

C.    Establishment of Float Call Date

        In addition to the Call Dates subsequent to January 1, 2008, hereinbefore set forth, Payee shall have the option ("Note Float Call Option") to declare the entire amount of then outstanding principal and all unpaid accrued interest on this Note, to be immediately due and payable on January 1, 2010. Such Note Float Call Option shall be exercised by Payee by giving written notice to Maker at least six (6) months prior to the Note Float Call Date.

D.    Adjustment of Prepayment Privilege and Prepayment Premium

        Commencing effective as of the Note Rate Adjustment Date, the prepayment privilege and the Prepayment Premium hereinbefore set forth in this Note, shall be null and void and shall be replaced in their entirety with the following provision.

        Except pursuant to the Property Release Privilege, no prepayment of the principal of this Note shall be allowed prior to July 1, 2008 (the "Float Open Date," and the period prior to such date, hereinafter the "Float Lock Out") unless a fee of five tenths of one percent (0.5%) is paid Payee. Beginning with the Float Open Date, the principal and interest of this Note may be prepaid in whole, but not in part (except pursuant to the Property Release Privilege), on any regular scheduled payment date, at par without any prepayment premium, fee or charge, provided that not later than sixty (60) days prior to such prepayment, Maker delivers written notice to Payee that Maker intends to prepay this Note, in full on the date specified in such notice. In no event shall the amount prepaid be less than the total Indebtedness. Notwithstanding the foregoing Float Lock Out, no prepayment premium, fee or charge shall be payable for a prepayment during such period which results from application of proceeds from insured damage, condemnation or other taking of the Premises provided no Event of Default exists.

E.    Restrictions on Option to Extend and Convert

        In the event Payee does not exercise Payee's right to call this Note on the first Call Date or Maker does not prepay the total Indebtedness in full on or before the first Call Date, the options provided in this Conversion Section shall be null and void and of no further force and effect.

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        Regardless of whether Maker elects to exercise its Float Rate Option, the Maturity Date shall remain unchanged.

        A one-eighth of one percent (1/8%) fee on the outstanding principal balance of this Note as of the Note Rate Adjustment Date is due from Maker to Payee, payable no later than the Note Rate Adjustment Date, as a condition of the establishment of the Note Float Rate. If such fee is not paid by such date, the total Indebtedness shall be immediately due and payable on the first Call Date as if the Float Rate Option had never been exercised by Maker.

[END OF CONVERSION SECTION]

        It is hereby expressly agreed by Maker that time is of the essence in the performance of this Note and that each of the following occurrences shall constitute a default ("Event of Default") under this Note:

          (i)  The failure of the Maker to:

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

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

        (ii)  The failure of Maker to make payment of any amount due the Payee under any Loan Document other than this Note, on the date the same shall fall due (including any applicable grace period).

        (iii)  The occurrence of any breach, default, event of default or failure of performance (however denominated) under any Loan Document other than this Note, and the expiration of any applicable cure period without the same having been cured.

        From and after the date of the occurrence of any Event of Default and continuing until such Event of Default is fully cured (if Maker is entitled under this Note to cure such default) or until this Note is paid in full, the Maker promises to pay interest on the principal balance of this Note then outstanding at the rate (the "Default Rate") equal to the Note Rate (or the applicable Note Float Rate if the Conversion Section is applicable) plus five percent (5%) per annum or, if less, the maximum rate permitted under applicable law. Interest at the Default Rate shall accrue on the amount of any judgment rendered hereon or in connection with any foreclosure of the Mortgage. The Maker agrees that such additional interest which has accrued shall be paid at the time of and as a condition precedent to the curing of such Event of Default. During the existence of any such Event of Default Payee may apply payments received on any amounts due hereunder or under the terms of any of the Loan Documents as Payee shall determine.

        Payee shall have the following rights, powers, privileges, options and remedies whenever any Event of Default shall occur under this Note:

          (i)  To foreclose, or exercise any power of sale under, the Mortgage.

        (ii)  To accelerate the maturity of the Indebtedness and declare the entire unpaid principal balance of, and any unpaid interest then accrued on, this Note, together with any Prepayment Premium, without demand or notice of any kind to the Maker or any other person, to be immediately due and payable.

        (iii)  To exercise any and all rights, powers, privileges, options and remedies available at law or in equity and as provided in any of the Loan Documents.

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        Upon the occurrence of an Event of Default, the Maker expressly agrees to pay all costs of collection and enforcement of every kind, including without limitation, all reasonable attorneys' fees and expenses, court costs, costs of title evidence and insurance, inspection and appraisal costs and expenses of every kind incurred by Payee in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is filed with respect thereto. The occurrence of an Event of Default under this Note shall constitute a default under each and all of the other Loan Documents.

        The rights, powers, privileges, options and remedies of Payee, as provided in this Note, in any of the Loan Documents, or otherwise available at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of Payee, and may be exercised as often as occasion therefor shall occur. No delay or discontinuance in the exercise of any right, power, privilege, option or remedy hereunder shall be deemed a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right, power, privilege, option or remedy be deemed an election of remedies or a waiver of any other right, power, privilege, option or remedy. Without limiting the generality of the foregoing, the failure of the Payee after the occurrence of any Event of Default to exercise Payee's right to declare the Indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right in connection with any future Event of Default. Acceleration of maturity, once elected by Payee, may be, in Payee's sole and absolute discretion rescinded by Payee's written acknowledgment to that effect, but without limiting the foregoing the tender and acceptance of partial payment or partial performance shall not, by itself, in any way affect or rescind such acceleration.

        Maker waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest, notice of intent to accelerate, notice of acceleration of maturity, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, except as otherwise provided herein, and agrees that if there is more than one party constituting the Maker, the liability of each of them hereunder shall be joint, several and unconditional without regard to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee; and Maker consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to the release of any collateral given to secure the payment hereof, or any part thereof, with or without substitution, and agrees that additional makers or guarantors may become parties hereto without notice to any of them or affecting any of their liability hereunder.

        Payee shall not by any acts of omission or commission be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth therein; a waiver in respect of one event shall not be construed as continuing or as a bar to the exercise or waiver of such right or remedy in respect of a subsequent event.

        All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices") shall be in writing and shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.

        All Notices shall be deemed given and effective upon the earliest to occur of: (x) the hand delivery of such Notice to the address for Notices; (y) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (z) three business days after depositing the Notice in the United States mail as set forth in (iii) above. All Notices shall be addressed to the following addresses:

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Maker:	Great Lakes REIT, L.P. c/o Great Lakes REIT 823 Commerce Drive, Suite 300 Oak Brook, Illinois 60523 Attention:    Chief Financial Officer
With a copy to:	Holland & Knight LLC 500 West Madison, Suite 4000 Chicago, Illinois 60661-2511 Attention:    Francis L. Keldermans, Esq.
Payee:	Equitable Life Insurance Company of Iowa c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Mortgage Loan Servicing Department
	and
	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Real Estate Law Department
With a copy to:	Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Attention:    John R. Parks, Esq.

or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice. Provided, that the "copy to" Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

        This Note shall be governed by and construed in accordance with the laws (excluding conflicts of laws rules) of Illinois.

        Subject to the terms of the next succeeding paragraph and notwithstanding anything to the contrary otherwise contained in this Note, but without in any way releasing, impairing or otherwise affecting this Note or any of the other Loan Documents (including without limitation any guaranties or indemnification agreements) or the certain Environmental Indemnification Agreement to which Maker is a party, or the validity hereof or thereof, or the lien of the Mortgage, it is agreed that Payee's source of satisfaction of the Indebtedness and Maker's other obligations hereunder and under the Loan Documents other than any separate guaranty agreement or the Environmental Indemnification Agreement is limited to (a) the Premises and proceeds thereof, (b) rents, income, issues, proceeds and profits arising out of the Premises, and (c) any separate guaranty or indemnification agreements guarantying or indemnifying Payee with respect to the payment of any amounts due hereunder and under the Loan Documents and/or Maker's performance hereunder and under the Loan Documents; provided, however, that nothing herein contained shall be deemed to be a release or impairment of said Indebtedness or the security therefor intended by the Mortgage, or be deemed to preclude Payee from foreclosing the Mortgage or from enforcing any of Payee's rights or remedies in law or in equity thereunder, or in any way or manner affecting Payee's rights and privileges under any of the Loan

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Documents or any separate guaranty or indemnification agreements guarantying Maker's payment and/or performance hereunder and/or under the Loan Documents.

PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, MAKER SHALL PAY, AND THERE SHALL AT NO TIME BE ANY LIMITATION ON MAKER'S PERSONAL LIABILITY FOR THE PAYMENT TO PAYEE OF:

          (i)  the application of rents, security deposits, or other income, issues, profits, and revenues derived from the Premises after the occurrence of an Event of Default to the extent applied to anything other than (a) normal and necessary operating expenses of the Premises or (b) the Indebtedness evidenced by the Note. It is understood that any rents collected more than one month in advance as of the time of the Event of Default shall be considered to have been collected after the Event of Default;

        (ii)  any loss, cost or damages arising out of or in connection with fraud or material misrepresentations to Payee by Maker (or by any of its general partners, officers, shareholders, members, or their agents, if applicable);

        (iii)  any loss, cost or damages arising out of or in connection with Maker's use or misapplication of (a) any proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any portion of the Premises, for purposes other than those set forth in the Mortgage;

        (iv)  any loss, cost or damages arising out of or in connection with any waste of the Premises or any portion thereof and all reasonable costs incurred by Payee in order to protect the Premises;

        (v)  any taxes, assessments and insurance premiums for which Maker is liable under the Note, the Mortgage or any of the other Loan Documents and which are paid by Payee (but not the proportionate amount of any such taxes, assessments and insurance premiums which accrue following the date of foreclosure [plus any applicable redemption period] or acceptance of a deed in lieu of foreclosure);

        (vi)  any loss, costs or damages arising out of or in connection with the Maker's environmental covenants, warranties and representations contained in Paragraph 31 of the Mortgage;

      (vii)  any loss, cost or damages arising out of or in connection with any construction lien, mechanic's lien, materialman's lien or similar lien against the Premises arising out of acts of omissions of Maker;

      (viii)  any and all loss, costs or damages arising out of or incurred in order to cause the Improvements to comply with the accessibility provisions of The Americans with Disabilities Act and each of the regulations promulgated thereunder, revealed in engineering reports delivered to Payee in connection with the loan evidenced by this Note, as the same may be amended from time to time which are required by any governmental authority;

        (ix)  any loss, damage, cost, expense and liability resulting from any act of Maker or its general partners, shareholders, beneficiaries, or members, as the case may be, to obstruct, delay or impede Payee from exercising any of its rights or remedies under the Loan Documents;

        (x)  the total Indebtedness in the event that (a) Maker makes an unpermitted transfer of an interest in the Maker or in the Premises without the prior written approval of Payee, or (b) Maker makes an unpermitted encumbrance on the Premises or an interest in Maker without the prior written approval of Payee; and

        (xi)  all costs and fees, including without limitation reasonable attorney fees and costs, incurred by Payee in the enforcement of subparagraphs (i) through (x) above.

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With the exception of those items of liability specifically set forth in items (i) through (xi) above, the lien of any judgment against Maker in any proceeding instituted on, under or in connection with this Note shall not extend to any property now or hereafter owned by Maker other than the interest of the Maker in the Premises and the other security for the payment of this Note.

        This Note, together with the other Loan Documents and the certain Environmental Indemnification Agreement executed by Maker, constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and thereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof and thereof.

THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.

        Maker acknowledges receipt of a copy of this instrument at the time it was signed.

        IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the day and date first above written.

MAKER:
GREAT LAKES REIT, L.P., a Delaware limited partnership
By:	Great Lakes REIT, a Maryland real estate investment trust, its general partner
	By:	/s/  JAMES HICKS James Hicks, Treasurer

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PROMISSORY NOTE A

EX-10.3

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Exhibit 10.3

Promissory Note B with a principal amount of $40 million.

PROMISSORY NOTE B

$40,000,000.00
December 10, 2002

FOR VALUE RECEIVED, the undersigned, GREAT LAKES REIT, L.P., a Delaware limited partnership ("Maker"), hereby promises to pay to the order of EQUITABLE LIFE INSURANCE COMPANY OF IOWA, an Iowa corporation, or any subsequent holder(s) hereof ("Payee"), at the office of Payee, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as Payee may from time to time designate in writing, the principal sum of FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00) and interest thereon from and after the date of disbursement hereunder at four and 77/100 percent (4.77%) per annum ("Note Rate"), both principal and interest to be paid in lawful money of the United States of America, as follows:

(iii)

Interest only from and including the date of this Note through and including December 31, 2002, shall be paid on January 1, 2003 or, at the option of Payee, on the date hereof; and



(iv)

Payments of principal and interest shall be made in successive monthly installments commencing on February 1, 2003, and continuing on the first day of each and every calendar month thereafter up to and including January 1, 2028 (the "Maturity Date") or, upon exercise of Payee's right under the following paragraph, the Call Date as to which Payee has exercised its right, all but the final installment thereof to be in the amount of Two Hundred Twenty-Eight Thousand Five Hundred Seven and 32/100 Dollars ($228,507.32), and the final installment payable on the Maturity Date, or, if earlier, the exercised Call Date, to be in the full amount of outstanding principal of this Promissory Note ("Note"), interest and all other sums remaining unpaid hereunder and under the Mortgage (as hereinafter defined).

        Notwithstanding any provisions of this Note to the contrary, the Payee reserves the right (the "Call Option") to declare the entire amount of outstanding principal of this Note, interest and all other sums remaining unpaid hereunder and under the Mortgage to be due and payable on any one of the following dates (each referred to as a "Call Date," and collectively the "Call Dates"):

January 1, 2010;

January 1, 2015;

January 1, 2020; and

January 1, 2025.

Such right shall be exercised by Payee, in its sole and absolute discretion, by giving written notice to Maker at least six (6) months prior to the Call Date as to which Payee is electing, which notice shall refer to this Note and state the Call Date elected by Payee. The exercise of such right by Payee shall not relieve Maker of its obligation to make scheduled payments hereunder, or to pay any other sums due and owing hereunder, between the date of such notice and the elected Call Date. The exercise of such right by Payee will result in the original principal amount of this Note not having been fully amortized by the payment of the monthly installments hereunder prior to the exercised Call Date, and Maker shall be obligated to make a payment of the entire amount of outstanding principal of this Note and interest and all other sums remaining unpaid hereunder and under the Mortgage on the Call Date.

        All payments on account of the Indebtedness (as hereinafter defined) shall be applied: (i) first, to further advances, if any, made by the Payee as provided in the Loan Documents (as hereinafter defined); (ii) next, to any Late Charge (as hereinafter defined); (iii) next, to interest at the Default

Rate (as hereinafter defined), if applicable; (iv) next, to the Prepayment Premium (as hereinafter defined), if applicable; (v) next, to interest at the Note Rate on the unpaid principal balance of this Note unless interest at the Default Rate is applicable; and (vi) last, to reduce the unpaid principal balance of this Note. Interest shall be calculated on the basis of a year consisting of 360 days and with twelve thirty-day months, except that interest due and payable for less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily interest rate based on a 360-day year. As used herein, the term "Indebtedness" shall mean the aggregate of the unpaid principal amount of this Note, accrued interest, all Late Charges, any Prepayment Premium, and advances made by Payee under the Loan Documents.

        In the event any installment of principal or interest due hereunder, or any escrow fund payment for real estate taxes, assessments, other similar charges or insurance premiums due under the Mortgage shall be more than ten (10) days overdue, Maker shall pay to the holder hereof a late charge ("Late Charge") of four cents ($.04) for each dollar so overdue or, if less, the maximum amount permitted under applicable law, in order to defray part of the cost of collection and of handling delinquent payments.

        The terms of this Note are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Payee exceed the highest lawful rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof or any other documents securing the Indebtedness at the time performance of such provision shall be due, shall involve the payment of interest exceeding the highest rate of interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under applicable law; and if for any reason whatsoever Payee shall ever receive as interest an amount which would be deemed unlawful, such interest shall be applied to the payment of the last maturing installment or installments of the principal portion of the Indebtedness (whether or not then due and payable) and not to the payment of interest.

        Payment of this Note is secured by the following mortgages (collectively the "Mortgage") dated on or about this same date by Maker, as mortgagor, for the benefit of Payee, and Security Life of Denver Insurance Company, as mortgagee, encumbering certain real estate and other property interests situated in the States of Illinois, Wisconsin, Michigan, Minnesota and Ohio, and more particularly described in the Mortgage (the "Premises"):

(vi)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Illinois (which may be exercised in counterparts);



(vii)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Wisconsin (which may be exercised in counterparts);



(viii)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Michigan (which may be exercised in counterparts);



(ix)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Minnesota; and



(x)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Ohio.

This Note, the Mortgage, and all other instruments now or hereafter evidencing, securing or guarantying the loan evidenced hereby are sometimes collectively referred to as the "Loan Documents". The Mortgage contains "due on sale or further encumbrance" provisions which, together with all other terms of the Mortgage, are incorporated herein by this reference.

        Except as expressly otherwise stated in this Note or pursuant to Section 3.07 (the "Property Release Privilege") of that certain Loan Agreement dated of even date herewith among Maker, Payee and

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Security Life of Denver Insurance Company (the "Loan Agreement") there shall be no right to prepay the principal portion of the Indebtedness. No prepayment of this principal of this Note in full or in part (except pursuant to the Property Release Privilege) shall be allowed prior to March 1, 2003 (the "Lock Out Period"). Beginning March 1, 2003 the principal of this Note may be prepaid in full (but not in part, except pursuant to the Property Release Privilege) on any installment payment date thereafter, upon sixty (60) days prior written notice to the Payee, and payment of a premium (the "Prepayment Premium") equal to an amount (the "Treasury Obligation Amount") which is the sum of (a) the present value of the scheduled monthly installments on this Note from the date of prepayment to the Maturity Date or, if earlier, the next applicable Call Date, and (b) the present value of the amount of principal and interest due on the Maturity Date or, if earlier, the next applicable Call Date (assuming all scheduled monthly installments due prior thereto were made when due) minus (c) the outstanding principal balance of this Note as of the date of prepayment. The present values described in clauses (a) and (b) shall be computed on a monthly basis as of the date of prepayment, discounted at the yield of the U.S. Treasury obligation closest in maturity to the Maturity Date or, if earlier, the next applicable Call Date, as reported in The Wall Street Journal (or if not then published, any successor or similar publication of similar repute in the financial markets) or as available from the Federal Reserve Bank of New York, on the fifth (5th) day prior to the date of prepayment or, if such fifth day is not a business day, then the next preceding day which is a business day. The Treasury Obligation Amount is intended to be that amount which, together with the amount prepaid, shall be sufficient to enable Payee to invest in a U.S. Treasury obligation for the remaining term of this Note to provide the same effective yield on the amount paid from the date of prepayment to the Maturity Date or, if earlier, the next applicable Call Date as would have been the yield on such amount under this Note if such amount had not been prepaid.

        Except as provided in the next sentence or pursuant to the Property Release Privilege, in no event shall the amount prepaid be less than the total Indebtedness. Notwithstanding the Lock Out Period, in the event of acceleration of the Note at any time and subsequent involuntary or voluntary prepayment (even if during the period in which no prepayment is permitted), the Prepayment Premium shall be payable except (a) for a prepayment which results from application of proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default exists, and (b) as to any prepayment which is made within sixty (60) days prior to the Maturity Date or a Call Date regardless of whether Payee has exercised its Call Option. In the event the Prepayment Premium were ever construed by a court having jurisdiction thereof to be an interest payment, the Prepayment Premium shall not exceed an amount equal to the excess, if any, of (i) interest calculated at the highest rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of the Note from time to time outstanding from the date thereof to the date of such payment, less (ii) interest theretofore paid on the Note.

        In the event Payee applies any insurance proceeds or condemnation proceeds to the reduction of the principal portion of the Indebtedness in accordance with the terms of the Mortgage, and if at such time no Event of Default exists hereunder and no event has occurred which with the passage of time or the giving of notice would be or become an Event of Default, then no Prepayment Premium shall be due or payable as a result of such application.

        If the maturity of the Indebtedness is accelerated by Payee as a consequence of the occurrence of an Event of Default, or in the event the right to foreclose the Mortgage shall otherwise accrue to Payee, the Maker agrees that an amount equal to the Prepayment Premium (determined as if prepayment were made on the date of acceleration) shall be added to the balance of unpaid principal and interest then outstanding, and that the Indebtedness shall not be discharged except: (i) by payment of such Prepayment Premium, together with the balance of principal and interest and all other sums then outstanding, if the Maker tenders payment of the Indebtedness prior to completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or judgment of

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foreclosure sale; or (ii) by inclusion of such Prepayment Premium as a part of the Indebtedness in any such completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or judgment of foreclosure.

        It is hereby expressly agreed by Maker that time is of the essence in the performance of this Note and that each of the following occurrences shall constitute a default ("Event of Default") under this Note:

        (iv)  The failure of the Maker to:

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

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

        (v)  The failure of Maker to make payment of any amount due the Payee under any Loan Document other than this Note, on the date the same shall fall due (including any applicable grace period).

        (vi)  The occurrence of any breach, default, event of default or failure of performance (however denominated) under any Loan Document other than this Note, and the expiration of any applicable cure period without the same having been cured.

        From and after the date of the occurrence of any Event of Default and continuing until such Event of Default is fully cured (if Maker is entitled under this Note to cure such default) or until this Note is paid in full, the Maker promises to pay interest on the principal balance of this Note then outstanding at the rate (the "Default Rate") equal to the Note Rate plus five percent (5%) per annum or, if less, the maximum rate permitted under applicable law. Interest at the Default Rate shall accrue on the amount of any judgment rendered hereon or in connection with any foreclosure of the Mortgage. The Maker agrees that such additional interest which has accrued shall be paid at the time of and as a condition precedent to the curing of such Event of Default. During the existence of any such Event of Default Payee may apply payments received on any amounts due hereunder or under the terms of any of the Loan Documents as Payee shall determine.

        Payee shall have the following rights, powers, privileges, options and remedies whenever any Event of Default shall occur under this Note:

        (iv)  To foreclose, or exercise any power of sale under, the Mortgage.

        (v)  To accelerate the maturity of the Indebtedness and declare the entire unpaid principal balance of, and any unpaid interest then accrued on, this Note, together with any Prepayment Premium, without demand or notice of any kind to the Maker or any other person, to be immediately due and payable.

        (vi)  To exercise any and all rights, powers, privileges, options and remedies available at law or in equity and as provided in any of the Loan Documents.

        Upon the occurrence of an Event of Default, the Maker expressly agrees to pay all costs of collection and enforcement of every kind, including without limitation, all reasonable attorneys' fees and expenses, court costs, costs of title evidence and insurance, inspection and appraisal costs and expenses of every kind incurred by Payee in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is filed with respect thereto. The occurrence of

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an Event of Default under this Note shall constitute a default under each and all of the other Loan Documents.

        The rights, powers, privileges, options and remedies of Payee, as provided in this Note, in any of the Loan Documents, or otherwise available at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of Payee, and may be exercised as often as occasion therefor shall occur. No delay or discontinuance in the exercise of any right, power, privilege, option or remedy hereunder shall be deemed a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right, power, privilege, option or remedy be deemed an election of remedies or a waiver of any other right, power, privilege, option or remedy. Without limiting the generality of the foregoing, the failure of the Payee after the occurrence of any Event of Default to exercise Payee's right to declare the Indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right in connection with any future Event of Default. Acceleration of maturity, once elected by Payee, may be, in Payee's sole and absolute discretion rescinded by Payee's written acknowledgment to that effect, but without limiting the foregoing the tender and acceptance of partial payment or partial performance shall not, by itself, in any way affect or rescind such acceleration.

        Maker waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest, notice of intent to accelerate, notice of acceleration of maturity, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, except as otherwise provided herein, and agrees that if there is more than one party constituting the Maker, liability of each of them hereunder shall be joint, several and unconditional without regard to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee; and Maker consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to the release of any collateral given to secure the payment hereof, or any part thereof, with or without substitution, and agrees that additional makers or guarantors may become parties hereto without notice to any of them or affecting any of their liability hereunder.

        Payee shall not by any acts of omission or commission be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth therein; a waiver in respect of one event shall not be construed as continuing or as a bar to the exercise or waiver of such right or remedy in respect of a subsequent event.

        All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices") shall be in writing and shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.

        All Notices shall be deemed given and effective upon the earliest to occur of: (x) the hand delivery of such Notice to the address for Notices; (y) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (z) three business days after depositing the Notice in the United States mail as set forth in (iii) above. All Notices shall be addressed to the following addresses:

Maker:
Great Lakes REIT, L.P.
c/o Great Lakes REIT
823 Commerce Drive, Suite 300
Oak Brook, Illinois 60523
Attention:    Chief Financial Officer

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With a copy to:	Holland & Knight LLC 500 West Madison, Suite 4000 Chicago, Illinois 60661-2511 Attention:    Francis L. Keldermans, Esq.
Payee:	Equitable Life Insurance Company of Iowa c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Mortgage Loan Servicing Department
	and
	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Real Estate Law Department
With a copy to:	Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Attention:    John R. Parks, Esq.

or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice. Provided, that the "copy to" Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

        This Note shall be governed by and construed in accordance with the laws (excluding conflicts of laws rules) of Illinois.

        Subject to the terms of the next succeeding paragraph and notwithstanding anything to the contrary otherwise contained in this Note, but without in any way releasing, impairing or otherwise affecting this Note or any of the other Loan Documents (including without limitation any guaranties or indemnification agreements) or the certain Environmental Indemnification Agreement to which Maker is a party, or the validity hereof or thereof, or the lien of the Mortgage, it is agreed that Payee's source of satisfaction of the Indebtedness and Maker's other obligations hereunder and under the Loan Documents other than any separate guaranty agreement or the Environmental Indemnification Agreement is limited to (a) the Premises and proceeds thereof, (b) rents, income, issues, proceeds and profits arising out of the Premises, and (c) any separate guaranty or indemnification agreements guarantying or indemnifying Payee with respect to the payment of any amounts due hereunder and under the Loan Documents and/or Maker's performance hereunder and under the Loan Documents; provided, however, that nothing herein contained shall be deemed to be a release or impairment of said Indebtedness or the security therefor intended by the Mortgage, or be deemed to preclude Payee from foreclosing the Mortgage or from enforcing any of Payee's rights or remedies in law or in equity thereunder, or in any way or manner affecting Payee's rights and privileges under any of the Loan Documents or any separate guaranty or indemnification agreements guarantying Maker's payment and/or performance hereunder and/or under the Loan Documents.

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PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, MAKER SHALL PAY, AND THERE SHALL AT NO TIME BE ANY LIMITATION ON MAKER'S PERSONAL LIABILITY FOR THE PAYMENT TO PAYEE OF:

      (xii)  the application of rents, security deposits, or other income, issues, profits, and revenues derived from the Premises after the occurrence of an Event of Default to the extent applied to anything other than (a) normal and necessary operating expenses of the Premises or (b) the Indebtedness evidenced by the Note. It is understood that any rents collected more than one month in advance as of the time of the Event of Default shall be considered to have been collected after the Event of Default;

      (xiii)  any loss, cost or damages arising out of or in connection with fraud or material misrepresentations to Payee by Maker (or by any of its general partners, officers, shareholders, members, or their agents, if applicable);

      (xiv)  any loss, cost or damages arising out of or in connection with Maker's use or misapplication of (a) any proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any portion of the Premises, for purposes other than those set forth in the Mortgage;

      (xv)  any loss, cost or damages arising out of or in connection with any waste of the Premises or any portion thereof and all reasonable costs incurred by Payee in order to protect the Premises;

      (xvi)  any taxes, assessments and insurance premiums for which Maker is liable under the Note, the Mortgage or any of the other Loan Documents and which are paid by Payee (but not the proportionate amount of any such taxes, assessments and insurance premiums which accrue following the date of foreclosure [plus any applicable redemption period] or acceptance of a deed in lieu of foreclosure);

    (xvii)  any loss, costs or damages arising out of or in connection with the Maker's environmental covenants, warranties and representations contained in Paragraph 31 of the Mortgage;

    (xviii)  any loss, cost or damages arising out of or in connection with any construction lien, mechanic's lien, materialman's lien or similar lien against the Premises arising out of acts of omissions of Maker;

      (xix)  any and all loss, costs or damages arising out of or incurred in order to cause the Improvements to comply with the accessibility provisions of The Americans with Disabilities Act and each of the regulations promulgated thereunder, revealed in engineering reports delivered to Payee in connection with the loan evidenced by this Note, as the same may be amended from time to time which are required by any governmental authority;

      (xx)  any loss, damage, cost, expense and liability resulting from any act of Maker or its general partners, shareholders, beneficiaries, or members, as the case may be, to obstruct, delay or impede Payee from exercising any of its rights or remedies under the Loan Documents;

      (xxi)  the total Indebtedness in the event that (a) Maker makes an unpermitted transfer of an interest in the Maker or in the Premises without the prior written approval of Payee, or (b) Maker makes an unpermitted encumbrance on the Premises or an interest in Maker without the prior written approval of Payee; and

    (xxii)  all costs and fees, including without limitation reasonable attorney fees and costs, incurred by Payee in the enforcement of subparagraphs (i) through (x) above.

With the exception of those items of liability specifically set forth in items (i) through (xi) above, the lien of any judgment against Maker in any proceeding instituted on, under or in connection with this

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Note shall not extend to any property now or hereafter owned by Maker other than the interest of the Maker in the Premises and the other security for the payment of this Note.

        This Note, together with the other Loan Documents and the certain Environmental Indemnification Agreement executed by Maker, constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and thereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof and thereof.

THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.

        Maker acknowledges receipt of a copy of this instrument at the time it was signed.

        IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the day and date first above written.

MAKER:
GREAT LAKES REIT, L.P., a Delaware limited partnership
By:	Great Lakes REIT, a Maryland real estate investment trust, its general partner
	By:	/s/  JAMES HICKS James Hicks, Treasurer

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PROMISSORY NOTE B

EX-10.4

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Exhibit 10.4

Promissory Note C with a principal amount of $50 million.

PROMISSORY NOTE C

$50,000,000.00 December 10, 2002

FOR VALUE RECEIVED, the undersigned, GREAT LAKES REIT, L.P., a Delaware limited partnership ("Maker"), hereby promises to pay to the order of SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation, or any subsequent holder(s) hereof ("Payee"), at the office of Payee, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as Payee may from time to time designate in writing, the principal sum of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) and interest thereon from and after the date of disbursement hereunder (except as otherwise provided in the section entitled "Options to Extend Call Dates and Convert Note Rate" as hereinafter set forth, the "Conversion Section" and in the section entitled "Option to Fix Rate" as hereinafter set forth, the "Fixed Rate Section"), both principal and interest to be paid in lawful money of the United States of America, as follows (except as otherwise provided in the Conversion Section and the Fixed Rate Section).

        The interest rate shall be determined by Payee calculated at one hundred thirty-five (135) basis points ("Spread") over the thirty (30) day London Interbank Offered Rate as reported in The Wall Street Journal or similar publication ("LIBOR Rate"; the LIBOR Rate plus the Spread, the "Note Rate"). In the event the LIBOR Rate ceases to be published or is otherwise unascertainable, Payee shall select a comparable reference rate as the new index for purposes of calculating the Note Rate and the Adjusted Monthly Payment (as hereinafter defined). The Note Rate shall be adjusted by Payee every thirty (30) days on the first day of a calendar month ("Adjustment Date") based on the then applicable LIBOR Rate plus the Spread. The initial LIBOR Rate shall be one and forty-four one hundredths percent per annum (1.44%) and corresponding Note Rate shall be two and seventy-nine one hundredths percent per annum (2.79%). The initial payment amount of principal and interest on February 1, 2003 shall be $231,680.56 and has been determined five (5) business days prior to the date hereof. The first Adjustment Date will not occur until February 1, 2003 (the first day of the second full calendar month following the date hereof). Each successive twelve month period beginning the first day of the calendar month following the date hereof shall be a "Loan Year" (for example, Loan Year 1 will commence on the first day of the calendar month following the date hereof, Loan Year 2 will commence on the one (1) year anniversary of the first day of the calendar month following the date hereof, etc.). Each successive calendar month beginning the first day of the calendar month following the date hereof shall be a "Loan Month" (for example, Loan Month 1 will commence on the first day of the calendar month following the date hereof, Loan Month 2 will commence on the first day of the second calendar month following the date hereof, etc.).

        Notwithstanding anything to the contrary provided above and except with respect to the initial LIBOR Rate, the determination by Payee of adjustments to the LIBOR Rate shall be made two (2) London banking days prior to the applicable Adjustment Date. Except as otherwise provided in the Conversion Section and in the Fixed Rate Section, both principal and interest are to be paid in lawful money of the United States of America, as follows:

          (i)  interest only from and including the date of this Note through and including December 31, 2002, shall be paid on January 1, 2003, or, at the option of Payee, on the date hereof; and

        (ii)  beginning on the first day of Loan Month 1, (i.e., January 1, 2003), the principal balance evidenced by this Promissory Note ("Note") shall begin amortization on a twenty-five (25) year schedule (calculated on the basis of a 360 day year) ("Amortization Period" ) and, payments of principal and interest shall be due monthly in arrears beginning on February 1, 2003 in an amount sufficient to fully amortize the entire amount of outstanding principal of this Note (or only the

Floating Portion if the Fixed Rate Option has been exercised) by January 1, 2028 (the "Maturity Date"). On the first day of each Loan Month ("Installment Date"), the amortized monthly installments of principal and interest shall be due based upon the Note Rate in effect the immediately preceding Adjustment Date. On each Adjustment Date throughout the term of the Note, the Note Rate shall adjust as provided above, and the principal balance of the Note shall be reamortized by Payee over the then remaining Amortization Period at the new Loan Rate to determine the monthly payment of principal and interest necessary to pay this Note in full on the Maturity Date in substantially equal installments ("Adjusted Monthly Payment"), which Adjusted Monthly Payment shall be effective beginning on the immediately succeeding Installment Date so that the Maker pays monthly installments of principal and interest based upon the Adjusted Monthly Payment determined on the immediately preceding Adjustment Date. Throughout the remaining term of this Note to the Maturity Date, the Note Rate and monthly payments shall continue to adjust as provided herein to fully amortize this Note by the Maturity Date. The entire amount of outstanding principal and all unpaid accrued interest thereon will be due and payable on the Maturity Date.

        Notwithstanding any provisions of this Note to the contrary (except as otherwise provided in the Conversion Section and the Fixed Rate Section), the Payee reserves the right (the "Call Option") to declare the entire amount of outstanding principal of this Note, interest and all other sums remaining unpaid hereunder and under the Mortgage to be due and payable on any one of the following dates (each referred to as a "Call Date," and collectively the "Call Dates"):

February 1, 2008;

February 1, 2013;

February 1, 2018 ; and

February 1, 2023.

Such right shall be exercised by Payee, in its sole and absolute discretion, by giving written notice to Maker at least six (6) months prior to the Call Date as to which Payee is electing, which notice shall refer to this Note and state the Call Date elected by Payee. The exercise of such right by Payee shall not relieve Maker of its obligation to make scheduled payments hereunder, or to pay any other sums due and owing hereunder, between the date of such notice and the elected Call Date. Except as otherwise provided in the Conversion Section, the exercise of such right by Payee will result in the original principal amount of this Note not having been fully amortized by the payment of the monthly installments hereunder prior to the exercised Call Date, and Maker shall be obligated to make a payment of the entire amount of outstanding principal of this Note and interest and all other sums remaining unpaid hereunder and under the Mortgage on the Call Date.

        All payments on account of the Indebtedness (as hereinafter defined) shall be applied: (i) first, to further advances, if any, made by the Payee as provided in the Loan Documents (as hereinafter defined); (ii) next, to any Late Charge (as hereinafter defined); (iii) next, to interest at the Default Rate (as hereinafter defined), if applicable; (iv) next, to the Prepayment Premium (as hereinafter defined), if applicable; (v) next, to interest at the Note Rate (or the Note Float Rate, if applicable) on the unpaid principal balance of this Note unless interest at the Default Rate is applicable; and (vi) last, to reduce the unpaid principal balance of this Note. Interest shall be calculated on the basis of a year consisting of 360 days and with twelve thirty-day months, except that interest due and payable for less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily interest rate based on a 360-day year. As used herein, the term "Indebtedness" shall mean the aggregate of the unpaid principal amount of this Note, accrued interest, all Late Charges, any Prepayment Premium, and advances made by Payee under the Loan Documents.

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        In the event any installment of principal or interest due hereunder, or any escrow fund payment for real estate taxes, assessments, other similar charges or insurance premiums due under the Mortgage shall be more than ten (10) days overdue, Maker shall pay to the holder hereof a late charge ("Late Charge") of four cents ($.04) for each dollar so overdue or, if less, the maximum amount permitted under applicable law, in order to defray part of the cost of collection and of handling delinquent payments.

        The terms of this Note are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Payee exceed the highest lawful rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof or any other documents securing the Indebtedness at the time performance of such provision shall be due, shall involve the payment of interest exceeding the highest rate of interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under applicable law; and if for any reason whatsoever Payee shall ever receive as interest an amount which would be deemed unlawful, such interest shall be applied to the payment of the last maturing installment or installments of the principal portion of the Indebtedness (whether or not then due and payable) and not to the payment of interest.

        Payment of this Note is secured by the following mortgages (collectively the "Mortgage") dated on or about this same date by Maker, as mortgagor, for the benefit of Payee and Equitable Life Insurance Company of Iowa, as mortgagee, encumbering certain real estate and other property interests situated in the States of Illinois, Wisconsin, Michigan, Minnesota and Ohio, and more particularly described in the Mortgage (the "Premises"):

(xi)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Illinois (which may be exercised in counterparts);



(xii)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Wisconsin (which may be exercised in counterparts);



(xiii)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Michigan (which may be exercised in counterparts);



(xiv)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Minnesota; and



(xv)

Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Ohio.

This Note, the Mortgage, and all other instruments now or hereafter evidencing, securing or guarantying the loan evidenced hereby are sometimes collectively referred to as the "Loan Documents". The Mortgage contains "due on sale or further encumbrance" provisions which, together with all other terms of the Mortgage, are incorporated herein by this reference.

        Except as otherwise provided in the Conversion Section or the Fixed Rate Section, the outstanding principal balance of this Note may be prepaid in whole, but not in part, on any Installment Date (or Float Installment Date, if applicable) provided that: (1) not later than sixty (60) days prior to such Note prepayment, Maker delivers written notice to Payee that Maker intends to prepay the Note in full on the date specified in such notice and, (2) Maker pays to Payee at the time of such prepayment a charge of two percent (2%) of the outstanding principal balance of this Note reduced by 1/24th multiplied by the number of elapsed Loan Months of the applicable Call Option Period, as hereinafter defined (the "Prepayment Premium"). Notwithstanding the foregoing, the Prepayment Premium will be $0.00 during the last thirty-six (36) months of the applicable Call Option Period (i.e. the 36 months immediately preceding a Call Date or the Maturity Date). Each "Call Option Period" shall be the five (5) year period immediately preceding a Call Date or the Maturity Date, except that the first Call

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Option Period shall include any additional days from the date of this Note to the start of such first five (5) year period. On each Call Date, the Prepayment Premium shall automatically reset at two percent (2%) and thereafter reduce by 1/24th on the first day of each calendar month thereafter with a Prepayment Premium of $0.00 the last thirty-six (36) months of each Call Option Period.

        In the event of acceleration of the Note at any time and subsequent involuntary or voluntary prepayment (even if during the period in which no prepayment is permitted), the Prepayment Premium shall be payable except for a prepayment which results from application of proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default exists regardless of whether Payee has exercised its Call Option. In the event the Prepayment Premium were ever construed by a court having jurisdiction thereof to be an interest payment, the Prepayment Premium shall not exceed an amount equal to the excess, if any, of (i) interest calculated at the highest rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of the Note from time to time outstanding from the date thereof to the date of such payment, less (ii) interest theretofore paid on the Note.

        In the event Payee applies any insurance proceeds or condemnation proceeds to the reduction of the principal portion of the Indebtedness in accordance with the terms of the Mortgage, and if at such time no Event of Default exists hereunder and no event has occurred which with the passage of time or the giving of notice would be or become an Event of Default, then no Prepayment Premium shall be due or payable as a result of such application.

        If the maturity of the Indebtedness is accelerated by Payee as a consequence of the occurrence of an Event of Default, or in the event the right to foreclose the Mortgage shall otherwise accrue to Payee, the Maker agrees that an amount equal to the Prepayment Premium (determined as if prepayment were made on the date of acceleration) shall be added to the balance of unpaid principal and interest then outstanding, and that the Indebtedness shall not be discharged except: (i) by payment of such Prepayment Premium, together with the balance of principal and interest and all other sums then outstanding, if the Maker tenders payment of the Indebtedness prior to completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or judgment of foreclosure sale; or (ii) by inclusion of such Prepayment Premium as a part of the Indebtedness in any such completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or judgment of foreclosure.

OPTIONS TO EXTEND CALL DATES AND CONVERT NOTE RATE

F.    Setting of Note Float Rate

        Except as otherwise provided in the Fixed Rate Section, in the event Payee exercises its first Call Option on this Note on February 1, 2008, Maker shall have the option ("Float Rate Option") to negate such exercised first Call Option on this Note and to extend the accelerated term of this Note beyond the exercised first Call Date, as if such first Call Option on this Note had never been exercised by Payee, provided that Maker delivers written notice to Payee, at least three (3) calendar months prior to the applicable exercised first Call Date, of Maker's desire to negate such first Call Option and the other terms and conditions of this Conversion Section are satisfied at least one (1) full calendar month prior to the applicable first Call Date. If Maker delivers such notice, the first Call Option shall become null and void and, this Note shall continue to be repaid in accordance with the terms and provisions thereof; provided, however, that effective as of the first day of the month immediately preceding the first Call Date (the "Note Rate Adjustment Date"), the Note Rate shall be converted by Payee to a floating interest rate based upon a spread equal to the higher of (a) one hundred and seventy five (175) basis points (the "Pre-Set Spread"), or (b) a negative two hundred sixty (-260) basis points plus the Merrill Lynch Index (U.S. Corporates, BBB-A rated, 5-10 years) with an inception date dated of 12/31/72 as reported by Bloomberg under ticker symbol is currently "C6C0" (the "Merrill Index") less the LIBOR Rate, each in effect as of two (2) business days prior to the Note Rate Adjustment Date

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(the spread obtained using the Merrill Index hereinafter called the "Merrill Spread") (the higher of the Pre-Set Spread the Merrill Spread is, hereinafter called the "Note Float Spread"). The Note Float Spread plus the LIBOR Rate, as may be adjusted from time to time as hereinafter provided, hereinafter the "Note Float Rate". Upon the determination that either the Pre-Set Spread or the Merrill Spread is the higher spread on the Float Determination Date (as hereinafter defined), then such higher spread shall become the final Note Float Spread, which spread shall remain constant throughout the remaining term of this Note. Commencing on the Note Rate Adjustment Date, this Note shall bear interest at the initially established Note Float Rate. The Note Float Rate shall be adjusted by Payee every thirty (30) days, on the first day of a calendar month ("Float Adjustment Date") based upon the then applicable LIBOR Rate plus the Note Float Spread. The initial LIBOR Rate and the corresponding Note Float Rate shall be determined two (2) business days prior to the Note Rate Adjustment Date (the "Float Determination Date"). Each subsequent determination of the Note Float Rate shall be made five (5) business days prior to the applicable Float Adjustment Date, to be effective beginning with the next occurring Float Adjustment Date. Following the Note Rate Adjustment Date, the first Float Adjustment Date shall occur on the first Call Date. In the event the LIBOR Rate ceases to be published or is otherwise unascertainable, Payee shall select a comparable reference rate as the new index for purposes of calculating the Note Float Rate, principal and interest installments and Float Adjusted Monthly Payment (as hereinafter defined). Following the Note Rate Adjustment Date, the applicable "Default Rate" on the applicable Note shall thereafter be a floating rate at five percent (5%) in excess of the then applicable Note Float Rate.

G.    Adjustment of Payments

        Effective on the Note Rate Adjustment Date, this Note will be re-amortized over the then remaining amortization period of this Note on the Note Rate Adjustment Date, and thereafter, payments of principal and interest shall be due monthly in arrears on the first day of each month (the "Float Installment Date") commencing with the first Call Date based upon then applicable Note Float Rate effective as of the immediately preceding Adjustment Date (or, for the first payment, based upon the initial Note Float Rate set on the Note Rate Adjustment Date).

        Thereafter, on each Float Installment Date, the amortized monthly installments shall be due based upon the Note Float Rate in effect the immediately preceding Float Adjustment Date, the Note Float Rate shall adjust in accordance with the immediately preceding paragraph, and the principal balance of this Note shall be reamortized by Payee over the then remaining amortization period as applicable for this Note at the new Note Float Rate to determine the monthly payment of principal and interest necessary to pay this Note in full on the Maturity Date in substantially equal installments (the "Float Adjusted Monthly Payment"). On the next Float Installment Date, Maker shall pay monthly installments of principal and interest based upon the Float Adjusted Monthly Payment determined on the immediately preceding Float Adjustment Date. Throughout the remaining term of this Note, the Note Float Rate and monthly payments shall continue to adjust as provided herein to fully amortize this Note by the Maturity Date.

H.    Establishment of Float Call Date

        In addition to the Call Dates subsequent to February 1, 2008, hereinbefore set forth, Payee shall have the option ("Note Float Call Option") to declare the entire amount of then outstanding principal and all unpaid accrued interest on this Note, to be immediately due and payable on February 1, 2010. Such Note Float Call Option shall be exercised by Payee by giving written notice to Maker at least six (6) months prior to the Note Float Call Date.

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I.    Adjustment of Prepayment Privilege and Prepayment Premium

        Commencing effective as of the Note Rate Adjustment Date, the prepayment privilege and the Prepayment Premium hereinbefore set forth in this Note, shall be null and void and shall be replaced in their entirety with the following provision.

        Except pursuant to Section 3.07 (the "Property Release Privilege") of the Loan Agreement dated of even date herewith among Maker, Payee and Equitable Life Insurance Company of Iowa no prepayment of the principal of this Note shall be allowed prior to August 1, 2008 (the "Float Open Date," and the period prior to such date, hereinafter the "Float Lock Out") unless a fee of five tenths of one percent (0.5%) is paid Payee. Beginning with the Float Open Date, the principal and interest of this Note may be prepaid in whole, but not in part (except pursuant to the Property Release Privilege), on any regular scheduled payment date, at par without any prepayment premium, fee or charge, provided that not later than sixty (60) days prior to such prepayment, Maker delivers written notice to Payee that Maker intends to prepay this Note, in full on the date specified in such notice. In no event shall the amount prepaid be less than the total Indebtedness. Notwithstanding the foregoing Float Lock Out, no prepayment premium, fee or charge shall be payable for a prepayment during such period which results from application of proceeds from insured damage, condemnation or other taking of the Premises provided no Event of Default exists.

J.    Restrictions on Option to Extend and Convert

        In the event Payee does not exercise Payee's right to call this Note on the first Call Date or Maker does not prepay the total Indebtedness in full on or before the first Call Date, the options provided in this Conversion Section shall be null and void and of no further force and effect.

        Regardless of whether Maker elects to exercise its Float Rate Option, the Maturity Date shall remain unchanged.

        A one-eighth of one percent (1/8%) fee on the outstanding principal balance of this Note as of the Note Rate Adjustment Date is due from Maker to Payee, payable no later than the Note Rate Adjustment Date, as a condition of the establishment of the Note Float Rate. If such fee is not paid by such date, the total Indebtedness shall be immediately due and payable on the first Call Date as if the Float Rate Option had never been exercised by Maker.

[END OF CONVERSION SECTION]

OPTION TO FIX RATE

        Notwithstanding anything in this Note to the contrary, Maker may, during the first 36 Loan Months (i.e. until December 31, 2005) with forty-five (45) days prior written notice to Payee elect to fix the Note Rate or the Note Float Rate, if applicable, for the remaining term of this Note ("Fixed Rate Option") for all or a portion of the outstanding principal balance of this Note but not less than $15,000,000 principal (the "Fixed Portion"). Any portion of the outstanding principal balance which is not part of the Fixed Portion (the "Floating Portion") shall remain subject to the Note Rate. Maker's notice to Payee of Maker's exercise of the Fixed Rate Option shall specify a term for the fixed rate period, which term shall be no less than three (3) years and no more than the lesser of (i) seven (7) years, or (ii) the period of time remaining until January 1, 2010 (the "Fixed Term"). The Amortization Period shall remain unchanged for the Fixed Portion so that the Fixed Portion would be fully amortized by the Maturity Date. Payments on the Floating Portion continue as hereinbefore set forth in this Note. If Maker elects the Fixed Rate Option, the interest on the Fixed Portion shall be converted to a fixed rate (the "Fixed Rate") equal to the greater of (i) one hundred sixty (160) basis points over the yield of the U.S. Treasury reported on the Fixed Rate Determination Date (as hereinafter defined), on the display designated as Screen "PX" on the Bloomberg Financial Markets Services Screen ("Screen PX") (or such other display as may replace Screen PX) for actively traded

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U.S. Treasury securities having a maturity equal to the Fixed Term applicable pursuant to the terms of this Note (i.e. a three year Treasury if a Fixed Term of three years is selected) (or if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported , as of the Fixed Rate Determination Date, in Federal Reserve Statistical Release H.15 (519), or any comparable successor publication, for actively traded U.S. Treasury securities having a constant maturity equal to the Fixed Term), and such implied yields will be determined, if necessary, by interpolating linearly between (a) the actively traded U.S. Treasury security with the maturity closest to and greater than the Fixed Term, and (b) the actively traded U.S. Treasury security with the maturity closes to and less than the Fixed Term, or (ii) negative one hundred eighteen (-118) basis points over the Merrill Index. In the event Maker elects the Fixed Rate Option, in no event shall the Fixed Rate be less than six percent (6%), regardless of whether clauses (i) and (ii) immediately preceding would yield a lower interest rate. The Fixed Rate for the Fixed Portion shall be based on the preceding calculation to be effective as of the first day of the second full calendar month following Payee's receipt of Maker's written notice of intent to fix the rate ("Fixed Rate Adjustment Date"). The Fixed Rate shall be established by Payee within three (3) business days of Payee's receipt of Maker's notice of intent to fix the rate (the "Fixed Rate Determination Date"), with written concurrence by Maker. The outstanding principal balance on the Fixed Portion of this Note shall be reamortized as of the Fixed Rate Adjustment Date over the then remaining unexpired portion of the Amortization Period and the monthly payments shall be adjusted, effective as of the first day of the first calendar month immediately following the Fixed Rate Adjustment Date, so that Fixed Portion shall bear interest at the Fixed Rate and be repaid in full by equal monthly installments of principal and interest by the Maturity Date (the "Fixed Installments"). A fee is due Payee at the time of conversion to the Fixed Rate, payable no later than the Fixed Rate Adjustment Date, as a condition of the establishment of the Fixed Rate and Adjusted Monthly Payment based on the Fixed Rate. Said fee shall be one-fourth of one percent (1/4 %) times the then outstanding principal balance of the Fixed Portion (the "Fixed Fee"). The Maturity Date and Call Dates on the Floating Portion shall remain unchanged.

        Upon exercise of the Fixed Rate Option as provided herein, as to such Fixed Portion only, the Call Option hereinbefore provided in this Note (and the Call Dates) shall be of no further force and effect. At Payee's sole discretion, notwithstanding the foregoing, Payee shall have the option (the "Fixed Call Option") to declare the entire amount of then outstanding principal and all unpaid accrued interest on the Fixed Portion to be immediately due and payable on any one of the following "Fixed Call Dates." The first Fixed Call Date under the Fixed Rate Option shall be a date which is the anniversary of the Fixed Rate Adjustment Date multiplied by the number of years selected by Maker for the Fixed Term period, and thereafter, each succeeding Fixed Call Date shall be the fifth anniversary of the first Fixed Call Date (i.e. if Maker selects a four year Fixed Term, and the Fixed Rate Adjustment Date is August 1, 2004, the first "Fixed Call Date" would be August 1, 2008, and every 5th anniversary of that date). Such Fixed Call Option shall be exercised by Payee by giving written notice to Maker at least six (6) months prior to the applicable Fixed Call Date. Each successive twelve-month period beginning the first day of the calendar month following the Fixed Rate Adjustment Date shall be a "Fixed Loan Year." The final Fixed Loan Year may be less than twelve full calendar months depending on when the Maker elects to exercise its Fix Rate Option, but such partial year shall still be considered to a Fixed Loan Year. The Maturity Date for both the Fixed Portion and the Floating Portion shall remain unchanged.

        Maker may only exercise the Fix Rate Option if no Event of Default exists as of the Fixed Rate Determination Date or the Fixed Rate Adjustment Date. The conversion of all or a portion of the Note into a Fixed Rate, at Payee's election in its sole discretion, shall be evidenced by a modification to the Note and the Mortgage prepared by Payee's counsel executed by Maker and Payee which must be executed prior to the Fixed Rate Adjustment Date. The Payee's loan title policy must be down-dated to bring forward the effective date through the date and time of such conversion and of recording of any such modification agreement, continuing all coverage and endorsements from the

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original policy through such time and containing no new exceptions since the date of this Note. Maker shall pay all reasonable attorney's fees and expenses for Payee's counsel and all title costs, fees and expenses in connection with such down-dating.

        Upon converting to the Fixed Rate, the prepayment privilege for the Fixed Portion of this Note shall be as follows. The principal of the Fixed Portion, may be prepaid in whole, but not in part, except pursuant to the Property Release Privilege on any regular Fixed Rate Installment date, provided that: (1) not later than thirty (30) days prior to such prepayment, Maker delivers written notice to Payee that Maker intends to prepay this Note on the date specified in such notice; and, (2) Maker pays to Payee at the time of such prepayment, a sum (the "Fixed Prepayment Premium") which, together with the amount prepaid, is intended to be sufficient to enable Payee to invest in a U.S. Treasury obligation or other similar investment selected by Payee for the remaining term of the Fixed Portion, or to the next applicable Fixed Call Date, whichever is closest to producing the same effective yield to maturity or to the next applicable Fixed Call Date, whichever is closest, as the Fixed Portion. Such Prepayment Premium shall be the sum of (a) the present value of the scheduled monthly payments on the Fixed Portion from the date of prepayment to the Maturity Date or the next applicable Call Date, whichever is closest, and (b) the present value of the amount of principal and interest due on the Fixed Portion on the Maturity Date or to the next applicable Fixed Call Date, whichever is closest (assuming all scheduled monthly payments due prior to the Maturity Date were made when due); minus (c) the outstanding principal balance of the Fixed Portion as of the date of prepayment. The present values described in (a) and (b) are computed on a monthly basis as of the date of prepayment, discounted at the yield of the U.S. Treasury obligation closest in maturity to the remaining term of the outstanding principal balance evidenced by this Note or to the next applicable Fixed Call Date whichever is closest as report in The Wall Street Journal, or if The Wall Street Journal is unavailable on such day, from the Federal Reserve Bank of New York on the fifth business day preceding the date of prepayment.

        Except as provided in the next sentence, in no event shall the amount prepaid be less than the total amount of the then outstanding principal and accrued and unpaid interest on the Fixed Portion plus the Fixed Prepayment Premium. In the event of acceleration of the Note at any time and subsequent involuntary or voluntary prepayment, the Fixed Prepayment Premium shall be payable except for a prepayment which results from (a) application of proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default exists, and (b) as to any prepayment which is made within sixty (60) days prior to the Maturity Date or any Fixed Call Date (regardless of whether Payee has exercised its Fixed Call Option). In the event the Fixed Prepayment Premium were ever construed by a court having jurisdiction thereof to be an interest payment, in no event shall the Fixed Prepayment Premium exceed an amount equal to the excess, if any, of (i) interest calculated at the highest rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of this Note from time to time outstanding from the date thereof to the date of such payment, less (ii) interest theretofore paid and accrued on this Note.

        The prepayment provisions provided in this Note prior to this Fixed Rate Section shall be applicable to the Floating Portion.

        In the event Maker elects the Fixed Rate Option as provided herein for all or a portion of the outstanding principal balance of this Note, the Float Rate Option shall be null and void and the terms of the Conversion Section shall be of no further force and effect.

[END OF FIXED RATE SECTION]

        It is hereby expressly agreed by Maker that time is of the essence in the performance of this Note and that each of the following occurrences shall constitute a default ("Event of Default") under this Note:

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      (vii)  The failure of the Maker to:

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

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

      (viii)  The failure of Maker to make payment of any amount due the Payee under any Loan Document other than this Note, on the date the same shall fall due (including any applicable grace period).

        (ix)  The occurrence of any breach, default, event of default or failure of performance (however denominated) under any Loan Document other than this Note, and the expiration of any applicable cure period without the same having been cured.

        From and after the date of the occurrence of any Event of Default and continuing until such Event of Default is fully cured (if Maker is entitled under this Note to cure such default) or until this Note is paid in full, the Maker promises to pay interest on the principal balance of this Note then outstanding at the rate (the "Default Rate") equal to the Note Rate (or the applicable Note Float Rate if the Conversion Section is applicable) plus five percent (5%) per annum or, if less, the maximum rate permitted under applicable law. Interest at the Default Rate shall accrue on the amount of any judgment rendered hereon or in connection with any foreclosure of the Mortgage. The Maker agrees that such additional interest which has accrued shall be paid at the time of and as a condition precedent to the curing of such Event of Default. During the existence of any such Event of Default Payee may apply payments received on any amounts due hereunder or under the terms of any of the Loan Documents as Payee shall determine.

        Payee shall have the following rights, powers, privileges, options and remedies whenever any Event of Default shall occur under this Note:

      (vii)  To foreclose, or exercise any power of sale under, the Mortgage.

      (viii)  To accelerate the maturity of the Indebtedness and declare the entire unpaid principal balance of, and any unpaid interest then accrued on, this Note, together with any Prepayment Premium, without demand or notice of any kind to the Maker or any other person, to be immediately due and payable.

        (ix)  To exercise any and all rights, powers, privileges, options and remedies available at law or in equity and as provided in any of the Loan Documents.

        Upon the occurrence of an Event of Default, the Maker expressly agrees to pay all costs of collection and enforcement of every kind, including without limitation, all reasonable attorneys' fees and expenses, court costs, costs of title evidence and insurance, inspection and appraisal costs and expenses of every kind incurred by Payee in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is filed with respect thereto. The occurrence of an Event of Default under this Note shall constitute a default under each and all of the other Loan Documents.

        The rights, powers, privileges, options and remedies of Payee, as provided in this Note, in any of the Loan Documents, or otherwise available at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of Payee, and may be exercised as often as occasion therefor shall occur. No delay or discontinuance in the exercise of any right, power,

9

privilege, option or remedy hereunder shall be deemed a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right, power, privilege, option or remedy be deemed an election of remedies or a waiver of any other right, power, privilege, option or remedy. Without limiting the generality of the foregoing, the failure of the Payee after the occurrence of any Event of Default to exercise Payee's right to declare the Indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right in connection with any future Event of Default. Acceleration of maturity, once elected by Payee, may be, in Payee's sole and absolute discretion rescinded by Payee's written acknowledgment to that effect, but without limiting the foregoing the tender and acceptance of partial payment or partial performance shall not, by itself, in any way affect or rescind such acceleration.

        Maker waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest, notice of intent to accelerate, notice of acceleration of maturity, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, except as otherwise provided herein, and agrees that if there is more than one party constituting the Maker, the liability of each of them hereunder shall be joint, several and unconditional without regard to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee; and Maker consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to the release of any collateral given to secure the payment hereof, or any part thereof, with or without substitution, and agrees that additional makers or guarantors may become parties hereto without notice to any of them or affecting any of their liability hereunder.

        Payee shall not by any acts of omission or commission be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth therein; a waiver in respect of one event shall not be construed as continuing or as a bar to the exercise or waiver of such right or remedy in respect of a subsequent event.

        All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices") shall be in writing and shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.

        All Notices shall be deemed given and effective upon the earliest to occur of: (x) the hand delivery of such Notice to the address for Notices; (y) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (z) three business days after depositing the Notice in the United States mail as set forth in (iii) above. All Notices shall be addressed to the following addresses:

Maker:	Great Lakes REIT, L.P. c/o Great Lakes REIT 823 Commerce Drive, Suite 300 Oak Brook, Illinois 60523 Attention:    Chief Financial Officer
With a copy to:	Holland & Knight LLC 500 West Madison, Suite 4000 Chicago, Illinois 60661-2511 Attention:    Francis L. Keldermans, Esq.

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Payee:	Security Life of Denver Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Mortgage Loan Servicing Department
	and
	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Real Estate Law Department
With a copy to:	Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Attention:    John R. Parks, Esq.

or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice. Provided, that the "copy to" Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

        This Note shall be governed by and construed in accordance with the laws (excluding conflicts of laws rules) of Illinois.

        Subject to the terms of the next succeeding paragraph and notwithstanding anything to the contrary otherwise contained in this Note, but without in any way releasing, impairing or otherwise affecting this Note or any of the other Loan Documents (including without limitation any guaranties or indemnification agreements) or the certain Environmental Indemnification Agreement to which Maker is a party, or the validity hereof or thereof, or the lien of the Mortgage, it is agreed that Payee's source of satisfaction of the Indebtedness and Maker's other obligations hereunder and under the Loan Documents other than any separate guaranty agreement or the Environmental Indemnification Agreement is limited to (a) the Premises and proceeds thereof, (b) rents, income, issues, proceeds and profits arising out of the Premises, and (c) any separate guaranty or indemnification agreements guarantying or indemnifying Payee with respect to the payment of any amounts due hereunder and under the Loan Documents and/or Maker's performance hereunder and under the Loan Documents; provided, however, that nothing herein contained shall be deemed to be a release or impairment of said Indebtedness or the security therefor intended by the Mortgage, or be deemed to preclude Payee from foreclosing the Mortgage or from enforcing any of Payee's rights or remedies in law or in equity thereunder, or in any way or manner affecting Payee's rights and privileges under any of the Loan Documents or any separate guaranty or indemnification agreements guarantying Maker's payment and/or performance hereunder and/or under the Loan Documents.

PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, MAKER SHALL PAY, AND THERE SHALL AT NO TIME BE ANY LIMITATION ON MAKER'S PERSONAL LIABILITY FOR THE PAYMENT TO PAYEE OF:

    (xxiii)  the application of rents, security deposits, or other income, issues, profits, and revenues derived from the Premises after the occurrence of an Event of Default to the extent applied to anything other than (a) normal and necessary operating expenses of the Premises or (b) the Indebtedness evidenced by the Note. It is understood that any rents collected more than one

11

month in advance as of the time of the Event of Default shall be considered to have been collected after the Event of Default;

    (xxiv)  any loss, cost or damages arising out of or in connection with fraud or material misrepresentations to Payee by Maker (or by any of its general partners, officers, shareholders, members, or their agents, if applicable);

    (xxv)  any loss, cost or damages arising out of or in connection with Maker's use or misapplication of (a) any proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any portion of the Premises, for purposes other than those set forth in the Mortgage;

    (xxvi)  any loss, cost or damages arising out of or in connection with any waste of the Premises or any portion thereof and all reasonable costs incurred by Payee in order to protect the Premises;

  (xxvii)  any taxes, assessments and insurance premiums for which Maker is liable under the Note, the Mortgage or any of the other Loan Documents and which are paid by Payee (but not the proportionate amount of any such taxes, assessments and insurance premiums which accrue following the date of foreclosure [plus any applicable redemption period] or acceptance of a deed in lieu of foreclosure);

  (xxviii)  any loss, costs or damages arising out of or in connection with the Maker's environmental covenants, warranties and representations contained in Paragraph 31 of the Mortgage;

    (xxix)  any loss, cost or damages arising out of or in connection with any construction lien, mechanic's lien, materialman's lien or similar lien against the Premises arising out of acts of omissions of Maker;

      (xxx)  any and all loss, costs or damages arising out of or incurred in order to cause the Improvements to comply with the accessibility provisions of The Americans with Disabilities Act and each of the regulations promulgated thereunder, revealed in engineering reports delivered to Payee in connection with the loan evidenced by this Note, as the same may be amended from time to time which are required by any governmental authority;

    (xxxi)  any loss, damage, cost, expense and liability resulting from any act of Maker or its general partners, shareholders, beneficiaries, or members, as the case may be, to obstruct, delay or impede Payee from exercising any of its rights or remedies under the Loan Documents;

  (xxxii)  the total Indebtedness in the event that (a) Maker makes an unpermitted transfer of an interest in the Maker or in the Premises without the prior written approval of Payee, or (b) Maker makes an unpermitted encumbrance on the Premises or an interest in Maker without the prior written approval of Payee; and

  (xxxiii)  all costs and fees, including without limitation reasonable attorney fees and costs, incurred by Payee in the enforcement of subparagraphs (i) through (x) above.

With the exception of those items of liability specifically set forth in items (i) through (xi) above, the lien of any judgment against Maker in any proceeding instituted on, under or in connection with this Note shall not extend to any property now or hereafter owned by Maker other than the interest of the Maker in the Premises and the other security for the payment of this Note.

        This Note, together with the other Loan Documents and the certain Environmental Indemnification Agreement executed by Maker, constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and thereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof and thereof.

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THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.

        Maker acknowledges receipt of a copy of this instrument at the time it was signed.

        IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the day and date first above written.

MAKER:
GREAT LAKES REIT, L.P., a Delaware limited partnership
By:	Great Lakes REIT, a Maryland real estate investment trust, its general partner
	By:	/s/  JAMES HICKS James Hicks, Treasurer

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PROMISSORY NOTE C

EX-10.5

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Exhibit 10.5

Promissory Note D with a maximum principal amount of $40 million.

PROMISSORY NOTE D

$40,000,000.00 December 10, 2002

THIS PROMISSORY NOTE D IS A REVOLVING LINE OF CREDIT NOTE.

FOR VALUE RECEIVED, the undersigned, GREAT LAKES REIT, L.P., a Delaware limited partnership ("Maker"), hereby promises to pay to the order of SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation, or any subsequent holder(s) hereof ("Payee"), at the office of Payee, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as Payee may from time to time designate in writing, the principal sum of FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00) and interest thereon from and after the date of disbursement hereunder (except as otherwise provided in the section entitled "Options to Extend Call Dates and Convert Note Rate" as hereinafter set forth, the "Conversion Section" and in the section entitled "Option to Fix Rate" as hereinafter set forth, the "Fixed Rate Section"), both principal and interest to be paid in lawful money of the United States of America, as follows (except as otherwise provided in the Conversion Section and the Fixed Rate Section).

        The interest rate shall be determined by Payee calculated at one hundred sixty (160) basis points ("Spread") over the thirty (30) day London Interbank Offered Rate as reported in The Wall Street Journal or similar publication ("LIBOR Rate"; the LIBOR Rate plus the Spread, the "Note Rate"). In the event the LIBOR Rate ceases to be published or is otherwise unascertainable, Payee shall select a comparable reference rate as the new index for purposes of calculating the Note Rate and the Adjusted Monthly Payment (as hereinafter defined). The Note Rate shall be adjusted by Payee every thirty (30) days on the first day of a calendar month ("Adjustment Date") based on the then applicable LIBOR Rate plus the Spread. The initial LIBOR Rate shall be one and forty-four one hundredths percent per annum (1.44%) and corresponding Note Rate shall be three and four one hundredths percent per annum (3.04%). The first Adjustment Date will not occur until February 1, 2003 (the first day of the second full calendar month following the date hereof). Each successive twelve month period beginning the first day of the calendar month following the date hereof shall be a "Loan Year" (for example, Loan Year 1 will commence on the first day of the calendar month following the date hereof, Loan Year 2 will commence on the one (1) year anniversary of the first day of the calendar month following the date hereof, etc.). Each successive calendar month beginning the first day of the calendar month following the date hereof shall be a "Loan Month" (for example, Loan Month 1 will commence on the first day of the calendar month following the date hereof, Loan Month 2 will commence on the first day of the second calendar month following the date hereof, etc.). Notwithstanding anything to the contrary provided above and except with respect to the initial LIBOR Rate, the determination by Payee of adjustments to the LIBOR Rate shall be made two (2) London banking days prior to the applicable Adjustment Date.

        Maker shall have a revolving line of credit and may request advances during the first sixty (60) Loan Months (i.e., on or before December 31, 2007), which when added to the outstanding principal balance of this Note on the advance date may bring the total principal balance up to, but not to exceed, $40,000,000.00 (the "Revolver Limit") at any time, upon ten (10) days prior written notice from Maker delivered to Payee, subject to the terms of Section 6.02 of the Loan Agreement (as hereinafter defined). In order to exercise such right for an advance, there may not exist any Event of Default (as hereinafter defined). Disbursement of any such draw must occur on the first day of a Loan Month. Such draw will bear interest at the Note Rate then in effect with respect to the principal balance outstanding. The monthly installments of interest only or the Adjusted Monthly Payments (as hereinafter defined), as applicable, will be re-adjusted effective as of the first day of the Loan Month

immediately following disbursement of the advanced or readvanced funds ("Advance/ Readvance Adjustment").

        Notwithstanding the maximum principal amount of this Note, in no event shall Payee be required to advance funds or readvance funds (i) if an Event of Default exists, (ii) in an amount which would exceed the difference between $40,000,000 less any proceeds or awards from any casualty or condemnation event which are applied to the indebtedness of this Note any time during the term hereof, or (iii) after December 31, 2007, at which time the then outstanding principal balance of this Note will be fixed with no further advances or readvances permitted, and the Amortization Period, as hereinafter defined, will begin on January 1, 2008 (the "Amortization Commencement Date"). Maker must specify in writing no later than fifteen (15) days prior to the date of this Note the amount to be drawn on the date of this Note. In no event shall Maker's outstanding principal balance drawn and outstanding balance at any time be less than $2,000,000.00 (the "Revolver Floor").

        Payments of interest only shall be due monthly in arrears on the first day of the month (the "Installment Date") based upon the then applicable Note Rate effective as of the immediately preceding Adjustment Date (or, for the first payment, based upon the initial Note Rate determined prior to the date of this Note, together with, in addition, an annual principal paydown of $1,000 on December 1, 2003, December 1, 2004, December 1, 2005, December 1, 2006, and December 1, 2007 followed by payments of principal and interest on the balance outstanding on January 1, 2008 utilizing a twenty (20) year amortization schedule. The entire amount of outstanding principal and all unpaid accrued interest thereon will be immediately due and payable on January 1, 2031 (the "Maturity Date"). The interest only payments shall be made based upon the outstanding principal balance of this Note and the then applicable Note Rate based upon the immediately preceding Adjustment Date. The Note Rate shall adjust on each next applicable Adjustment Date, and the installments due and payable through the next Adjustment Date shall be adjusted based upon the new applicable Note Rate, which adjustments of payments shall continue until this Note is repaid in full on the Maturity Date.

        Beginning on the Amortization Commencement Date, the principal balance outstanding of this Note shall be frozen and fixed, and no further advances or readvances of principal of this Note shall be permitted notwithstanding anything in this Note to the contrary. The balance outstanding of this Note shall begin amortizing on a twenty (20) year amortization schedule (calculated on the basis of a 360 day year) (the "Amortization Period") and, payments of principal and interest shall be due monthly commencing on February 1, 2008 based upon the Amortization Period in an amount sufficient to fully amortize the Note by the Maturity Date. Thereafter, on each Installment Date, the amortized monthly installments shall be due based upon the Note Rate in effect the immediately preceding Adjustment Date, and the Note Rate shall adjust in accordance with the preceding paragraphs, and the principal balance of this Note shall be re-amortized by Payee over the then remaining Amortization Period at the new Loan Rate to determine the monthly payment of principal and interest necessary to pay this Note in full on the Maturity Date in substantially equal installments (the "Adjusted Monthly Payment"). On the next Installment Date, the Maker shall pay monthly installments of principal and interest based upon the Adjusted Monthly Payment determined on the immediately preceding Adjustment Date. Throughout the remaining term of this Note to the Maturity Date, the Note Rate and monthly payments shall continue to adjust as provided herein to fully amortize this Note by the Maturity Date.

        Notwithstanding any provisions of this Note to the contrary (except as otherwise provided in the Conversion Section and the Fixed Rate Section), the Payee reserves the right (the "Call Option") to declare the entire amount of outstanding principal of this Note, interest and all other sums remaining unpaid hereunder and under the Mortgage to be due and payable on any one of the following dates (each referred to as a "Call Date," and collectively the "Call Dates"):

January 1, 2008;

January 1, 2013;

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January 1, 2018; and

January 1, 2023.

Such right shall be exercised by Payee, in its sole and absolute discretion, by giving written notice to Maker at least six (6) months prior to the Call Date as to which Payee is electing, which notice shall refer to this Note and state the Call Date elected by Payee. The exercise of such right by Payee shall not relieve Maker of its obligation to make scheduled payments hereunder, or to pay any other sums due and owing hereunder, between the date of such notice and the elected Call Date. Except as otherwise provided in the Conversion Section, the exercise of such right by Payee will result in the original principal amount of this Note not having been fully amortized by the payment of the monthly installments hereunder prior to the exercised Call Date, and Maker shall be obligated to make a payment of the entire amount of outstanding principal of this Note and interest and all other sums remaining unpaid hereunder and under the Mortgage on the Call Date.

        All payments on account of the Indebtedness (as hereinafter defined) shall be applied: (i) first, to further advances, if any, made by the Payee as provided in the Loan Documents (as hereinafter defined); (ii) next, to any Late Charge (as hereinafter defined); (iii) next, to interest at the Default Rate (as hereinafter defined), if applicable; (iv) next, to the Prepayment Premium (as hereinafter defined), if applicable; (v) next, to interest at the Note Rate (or the Note Float Rate, if applicable) on the unpaid principal balance of this Note unless interest at the Default Rate is applicable; and (vi) last, to reduce the unpaid principal balance of this Note. Interest shall be calculated on the basis of a year consisting of 360 days and with twelve thirty-day months, except that interest due and payable for less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily interest rate based on a 360-day year. As used herein, the term "Indebtedness" shall mean the aggregate of the unpaid principal amount of this Note, accrued interest, all Late Charges, any Prepayment Premium, and advances made by Payee under the Loan Documents.

        In the event any installment of principal or interest due hereunder, or any escrow fund payment for real estate taxes, assessments, other similar charges or insurance premiums due under the Mortgage shall be more than ten (10) days overdue, Maker shall pay to the holder hereof a late charge ("Late Charge") of four cents ($.04) for each dollar so overdue or, if less, the maximum amount permitted under applicable law, in order to defray part of the cost of collection and of handling delinquent payments.

        The terms of this Note are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Payee exceed the highest lawful rate of interest permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof or any other documents securing the Indebtedness at the time performance of such provision shall be due, shall involve the payment of interest exceeding the highest rate of interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under applicable law; and if for any reason whatsoever Payee shall ever receive as interest an amount which would be deemed unlawful, such interest shall be applied to the payment of the last maturing installment or installments of the principal portion of the Indebtedness (whether or not then due and payable) and not to the payment of interest.

        Payment of this Note is secured by the following mortgages (collectively the "Mortgage") dated on or about this same date by Maker, as mortgagor, for the benefit of Payee and Equitable Life Insurance Company of Iowa, as mortgagee, encumbering certain real estate and other property interests situated in the States of Illinois, Wisconsin, Michigan, Minnesota and Ohio, and more particularly described in the Mortgage (the "Premises"):

      (xvi)  Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Illinois (which may be exercised in counterparts);

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    (xvii)  Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Wisconsin (which may be exercised in counterparts);

    (xviii)  Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Michigan (which may be exercised in counterparts);

      (xix)Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Minnesota; and

      (xx)  Mortgage, Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Ohio.

        This Note, the Mortgage, and all other instruments now or hereafter evidencing, securing or guarantying the loan evidenced hereby are sometimes collectively referred to as the "Loan Documents". The Mortgage contains "due on sale or further encumbrance" provisions which, together with all other terms of the Mortgage, are incorporated herein by this reference.

        The principal of this Note may be prepaid in whole or part on any date subject to the conditions set forth herein. In order to exercise either right of drawing or repayment of funds, Maker must, not later than ten (10) days prior to such draw or repayment, deliver written notice to Payee that Maker intends to draw or prepay this Note. In the event Maker has exercised its Fixed Rate Option (as hereinafter defined) then the Fixed Prepayment Premium (as hereinafter defined) shall be payable for any prepayment of the Fixed Portion (as hereinafter defined). In the event Maker draws or repays this Note, the monthly interest only payment or Adjusted Monthly Payment, as applicable, shall be readjusted effective the first day of the immediately succeeding Loan Month following such draw or repayment based upon the then applicable Note Rate and the principal balance outstanding of this Note with the first such adjusted payment to reflect on a per diem basis interest on both the principal balance outstanding prior to the date of draw or repayment and the reduced or increased principal balance outstanding beginning the date of such draw or repayment (the "Interim Adjustment"). Notwithstanding any such draw or repayment and Interim Adjustment, the Note Rate thereafter will continue to adjust on the established Adjustment Dates as hereinbefore provided. In no event shall Maker be entitled to draw an amount which, when combined with the principal balance outstanding of this Note, would exceed the Revolver Limit, nor shall Maker be entitled to prepay the principal balance to an amount less than the Revolver Floor.

        Maker shall pay Payee each month on the Installment Date, in addition to the required monthly payment, a charge equal to (x) 1/12 times (y) one tenth of one percent (0.1%) times (z) the difference between the Revolver Limit and the outstanding principal balance of this Note on such Installment Date.

        Maker shall have a revolving line of credit and may draw, repay and redraw amounts that, when added to the outstanding principal balance of this Note, may bring the total principal balance up to the Revolver Limit (or lesser amount as determined in Section 3.07 (the "Property Release Privilege") of that certain Loan Agreement dated of even date herewith among Maker, Payee and Equitable Life Insurance Company of Iowa (the "Loan Agreement"). In order to exercise such right and to draw or redraw, there may not exist any Event of Default. Draws will bear interest at the Note Rate then in effect with respect to the principal balance then outstanding of this Note. The monthly installments of interest only will be re-adjusted effective as of the first day of the Loan Month immediately following disbursement of the draw or redrawn funds (the "Draw Adjustment"). Once funds are drawn, the drawn or redrawn funds, which shall be in an amount not less than $2,000,000, may not be prepaid for a period of two (2) full Loan Months.

        Maker shall be limited to nine (9) requests for draws or readvance within any 12-month period and Payee shall receive a processing fee of $1,000.00 for each draw. Each draw must be in the amount of not less than $2,000,000 up to the Revolver Limit. In addition, Maker must pay all third party costs,

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fees and expenses incurred by Payee in connection with documenting the advance, including without limitation, attorney's costs, fees and expenses and title search and endorsement costs. Maker will provide a revolving credit title endorsement to Payee's loan title policy or policies delivered as of the date of this Note, and with each subsequent advance and/or readvance, a date down title endorsement bringing forward the effective date of the policy or policies through the date and time of disbursement of each such advance or readvance all of which shall be funded through the title insurance company issuing said policy or policies, showing no new exceptions to title since the date of this Note unless approved in writing by Payee.

OPTIONS TO EXTEND CALL DATES AND CONVERT NOTE RATE

K.    Setting of Note Float Rate

        Except as otherwise provided in the Fixed Rate Section, in the event Payee exercises its first Call Option on this Note on February 1, 2007, Maker shall have the option ("Float Rate Option") to negate such exercised first Call Option on this Note and to extend the accelerated term of this Note beyond the exercised first Call Date, as if such first Call Option on this Note had never been exercised by Payee, provided that Maker delivers written notice to Payee, at least three (3) calendar months prior to the applicable exercised first Call Date, of Maker's desire to negate such first Call Option and the other terms and conditions of this Conversion Section are satisfied at least one (1) full calendar month prior to the applicable first Call Date. If Maker delivers such notice, the first Call Option shall become null and void and, this Note shall continue to be repaid in accordance with the terms and provisions thereof; provided, however, that effective as of the first day of the month immediately preceding the first Call Date (the "Note Rate Adjustment Date"), the Note Rate shall be converted by Payee to a floating interest rate based upon a spread equal to the higher of (a) one hundred and seventy five (175) basis points (the "Pre-Set Spread"), or (b) a negative two hundred sixty (-260) basis points plus the Merrill Lynch Index (U.S. Corporates, BBB?A rated, 5?10 years) with an inception date dated of 12/31/72 as reported by Bloomberg under ticker symbol is currently "C6C0" (the "Merrill Index") less the LIBOR Rate, each in effect as of two (2) business days prior to the Note Rate Adjustment Date (the spread obtained using the Merrill Index hereinafter called the "Merrill Spread") (the higher of the Pre-Set Spread the Merrill Spread is, hereinafter called the "Note Float Spread"). The Note Float Spread plus the LIBOR Rate, as may be adjusted from time to time as hereinafter provided, hereinafter the "Note Float Rate". Upon the determination that either the Pre-Set Spread or the Merrill Spread is the higher spread on the Float Determination Date (as hereinafter defined), then such higher spread shall become the final Note Float Spread, which spread shall remain constant throughout the remaining term of this Note. Commencing on the Note Rate Adjustment Date, this Note shall bear interest at the initially established Note Float Rate. The Note Float Rate shall be adjusted by Payee every thirty (30) days, on the first day of a calendar month ("Float Adjustment Date") based upon the then applicable LIBOR Rate plus the Note Float Spread. The initial LIBOR Rate and the corresponding Note Float Rate shall be determined two (2) business days prior to the Note Rate Adjustment Date (the "Float Determination Date"). Each subsequent determination of the Note Float Rate shall be made five (5) business days prior to the applicable Float Adjustment Date, to be effective beginning with the next occurring Float Adjustment Date. Following the Note Rate Adjustment Date, the first Float Adjustment Date shall occur on the first Call Date. In the event the LIBOR Rate ceases to be published or is otherwise unascertainable, Payee shall select a comparable reference rate as the new index for purposes of calculating the Note Float Rate, principal and interest installments and Float Adjusted Monthly Payment (as hereinafter defined). Following the Note Rate Adjustment Date, the applicable "Default Rate" on the applicable Note shall thereafter be a floating rate at five percent (5%) in excess of the then applicable Note Float Rate.

L.    Adjustment of Payments

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        Effective on the Note Rate Adjustment Date, this Note will be re?amortized over the then remaining amortization period of this Note on the Note Rate Adjustment Date, and thereafter, payments of principal and interest shall be due monthly in arrears on the first day of each month (the "Float Installment Date") commencing with the first Call Date based upon then applicable Note Float Rate effective as of the immediately preceding Adjustment Date (or, for the first payment, based upon the initial Note Float Rate set on the Note Rate Adjustment Date).

        Thereafter, on each Float Installment Date, the amortized monthly installments shall be due based upon the Note Float Rate in effect the immediately preceding Float Adjustment Date, the Note Float Rate shall adjust in accordance with the immediately preceding paragraph, and the principal balance of this Note shall be reamortized by Payee over the then remaining amortization period as applicable for this Note at the new Note Float Rate to determine the monthly payment of principal and interest necessary to pay this Note in full on the Maturity Date in substantially equal installments (the "Float Adjusted Monthly Payment"). On the next Float Installment Date, Maker shall pay monthly installments of principal and interest based upon the Float Adjusted Monthly Payment determined on the immediately preceding Float Adjustment Date. Throughout the remaining term of this Note, the Note Float Rate and monthly payments shall continue to adjust as provided herein to fully amortize this Note by the Maturity Date.

M.  Establishment of Float Call Date

        In addition to the Call Dates subsequent to January 1, 2008, hereinbefore set forth, Payee shall have the option ("Note Float Call Option") to declare the entire amount of then outstanding principal and all unpaid accrued interest on this Note, to be immediately due and payable on January 1, 2010. Such Note Float Call Option shall be exercised by Payee by giving written notice to Maker at least six (6) months prior to the Note Float Call Date.

N.    Adjustment of Prepayment Privilege and Prepayment Premium

        Commencing effective as of the Note Rate Adjustment Date, the prepayment privilege and the Prepayment Premium hereinbefore set forth in this Note, shall be null and void and shall be replaced in their entirety with the following provision.

        Except pursuant to the Property Release Privilege, no prepayment of the principal of this Note shall be allowed prior to July 1, 2008 (the "Float Open Date," and the period prior to such date, hereinafter the "Float Lock Out") unless a fee of five tenths of one percent (0.5%) is paid Payee. Beginning with the Float Open Date, the principal of this Note, may be prepaid in whole, but not in part (except pursuant to the Property Release Privilege), on any regular scheduled payment date, at par without any prepayment premium, fee or charge, provided that not later than sixty (60) days prior to such prepayment, Maker delivers written notice to Payee that Maker intends to prepay this Note, in full on the date specified in such notice. In no event shall the amount prepaid be less than the total Indebtedness. Notwithstanding the foregoing Float Lock Out, no prepayment premium, fee or charge shall be payable for a prepayment during such period which results from application of proceeds from insured damage, condemnation or other taking of the Premises provided no Event of Default exists.

O.    Restrictions on Option to Extend and Convert

        In the event Payee does not exercise Payee's right to call this Note on the first Call Date or Maker does not prepay the total Indebtedness in full on or before the first Call Date, the options provided in this Conversion Section shall be null and void and of no further force and effect.

        Regardless of whether Maker elects to exercise its Float Rate Option, the Maturity Date shall remain unchanged.

        A one-eighth of one percent fee on the outstanding principal balance of this Note as of the Note Rate Adjustment Date is due from Maker to Payee, payable no later than the Note Rate Adjustment

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Date, as a condition of the establishment of the Note Float Rate. If such fee is not paid by such date, the total Indebtedness shall be immediately due and payable on the first Call Date as if the Float Rate Option had never been exercised by Maker.

[END OF CONVERSION SECTION]

OPTION TO FIX RATE

        Notwithstanding anything in this Note to the contrary, Maker may, during the first 36 Loan Months (i.e. until December 31, 2005) with forty-five (45) days prior written notice to Payee elect to fix the Note Rate or the Note Float Rate, if applicable, for the remaining term of this Note ("Fixed Rate Option") for all or a portion of the outstanding principal balance of this Note but not less than $15,000,000 principal (the "Fixed Portion"). Any portion of the outstanding principal balance which is not part of the Fixed Portion (the "Floating Portion") shall remain subject of the Note Rate. In order to select the Fixed Rate Option, the funds to be the Fixed Portion must have been drawn and disbursed prior to the Fixed Rate Adjustment Date (as hereinafter defined) and thereafter Maker shall have no further option to fix any other portion of the Floating Portion and no rights to prepay and redraw any portion of the Fixed Portion (even if previously repaid to Payee). Maker's notice to Payee of Maker's exercise of the Fixed Rate Option shall specify a term for the fixed rate period, which term shall be no less than three (3) years and no more than the lesser of (i) seven (7) years, or (ii) the period of time remaining until January 1, 2010 (the "Fixed Term"). Notwithstanding anything in this Note to the contrary, the Amortization Period shall commence after the remaining interest only period, and such Amortization Period shall be the twenty (20) year amortization schedule so that the Fixed Portion would be fully amortized by the Maturity Date. Payments on the Floating Portion continue as hereinbefore set forth in this Note. If Maker elects the Fixed Rate Option, the interest on the Fixed Portion shall be converted to a fixed rate (the "Fixed Rate") equal to the greater of (i) one hundred sixty (160) basis points over the yield of the U.S. Treasury reported on the Fixed Rate Determination Date (as hereinafter defined), on the display designated as Screen "PX" on the Bloomberg Financial Markets Services Screen ("Screen PX") (or such other display as may replace Screen PX) for actively traded U.S. Treasury securities having a maturity equal to the Fixed Term applicable pursuant to the terms of this Note (i.e. a three year Treasury if a Fixed Term of three years is selected) (or if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported , as of the Fixed Rate Determination Date, in Federal Reserve Statistical Release H.15 (519), or any comparable successor publication, for actively traded U.S. Treasury securities having a constant maturity equal to the Fixed Term), and such implied yields will be determined, if necessary, by interpolating linearly between (a) the actively traded U.S. Treasury security with the maturity closest to and greater than the Fixed Term, and (b) the actively traded U.S. Treasury security with the maturity closes to and less than the Fixed Term, or (ii) negative one hundred eighteen (-118) basis points over the Merrill Index. In the event Maker elects the Fixed Rate Option, in no event shall the Fixed Rate be less than six percent (6%), regardless of whether clauses (i) and (ii) immediately preceding would yield a lower interest rate. The Fixed Rate for the Fixed Portion shall be based on the preceding calculation to be effective as of the first day of the second full calendar month following Payee's receipt of Maker's written notice of intent to fix the rate ("Fixed Rate Adjustment Date"). The Fixed Rate shall be established by Payee within three (3) business days of Payee's receipt of Maker's notice of intent to fix the rate (the "Fixed Rate Determination Date"), with written concurrence by Maker. As of the Fixed Rate Adjustment Date, the Fixed Portion shall bear interest at the Fixed Rate. Through January 1, 2008 Maker shall pay interest only installments on the first day of each Loan Month with the $1,000 annual principal paydowns (which shall be applied to the Fixed Portion), after which the Fixed Portion shall be amortized over the Amortization Period commencing on the Amortization Commencement Date to be repaid in full by equal monthly installments of principal and interest on a 20-year amortization schedule until the Maturity Date (the "Fixed Rate Installments"). A fee is due Payee at the

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time of conversion to the Fixed Rate, payable no later than the Fixed Rate Adjustment Date, as a condition of the establishment of the Fixed Rate and Adjusted Monthly Payment based on the Fixed Rate. Said fee shall be one-fourth of one percent (1/4 %) times the then outstanding principal balance of the Fixed Portion (the "Fixed Fee"). The Maturity Date and Call Dates on the Floating Portion shall remain unchanged.

        Upon exercise of the Fixed Rate Option as provided herein, as to such Fixed Portion only, the Call Option hereinbefore provided in this Note (and the Call Dates) shall be of no further force and effect. At Payee's sole discretion, notwithstanding the foregoing, Payee shall have the option (the "Fixed Call Option") to declare the entire amount of then outstanding principal and all unpaid accrued interest on the Fixed Portion to be immediately due and payable on any one of the following "Fixed Call Dates." The first Fixed Call Date under the Fixed Rate Option shall be a date which is the anniversary of the Fixed Rate Adjustment Date multiplied by the number of years selected by Maker for the Fixed Term period, and thereafter, each succeeding Fixed Call Date shall be the fifth anniversary of the first Fixed Call Date (i.e. if Maker selects a four year Fixed Term, and the Fixed Rate Adjustment Date is August 1, 2004, the first "Fixed Call Date" would be August 1, 2008, and every 5th anniversary of that date). Such Fixed Call Option shall be exercised by Payee by giving written notice to Maker at least six (6) months prior to the applicable Fixed Call Date. Each successive twelve-month period beginning the first day of the calendar month following the Fixed Rate Adjustment Date shall be a "Fixed Loan Year." The final Fixed Loan Year may be less than twelve full calendar months depending on when the Maker elects to exercise its Fix Rate Option, but such partial year shall still be considered to a Fixed Loan Year. The Maturity Date for both the Fixed Portion and the Floating Portion shall remain unchanged.

        Maker may only exercise the Fix Rate Option if no Event of Default exists as of the Fixed Rate Determination Date or the Fixed Rate Adjustment Date. The conversion of all or a portion of the Note into a Fixed Rate, at Payee's election in its sole discretion, shall be evidenced by a modification to the Note and the Mortgage prepared by Payee's counsel executed by Maker and Payee which must be executed prior to the Fixed Rate Adjustment Date. The Payee's loan title policy must be down-dated to bring forward the effective date through the date and time of such conversion and of recording of any such modification agreement, continuing all coverage and endorsements from the original policy through such time and containing no new exceptions since the date of this Note. Maker shall pay all reasonable attorney's fees and expenses for Payee's counsel and all title costs, fees and expenses in connection with such down-dating.

        Upon converting to the Fixed Rate, the prepayment privilege for the Fixed Portion of this Note shall be as follows. The principal of the Fixed Portion, may be prepaid in whole, but not in part, except pursuant to the Property Release Privilege on any regular Fixed Rate Installment date, provided that: (1) not later than thirty (30) days prior to such prepayment, Maker delivers written notice to Payee that Maker intends to prepay this Note on the date specified in such notice; and, (2) Maker pays to Payee at the time of such prepayment, a sum (the "Fixed Prepayment Premium") which, together with the amount prepaid, is intended to be sufficient to enable Payee to invest in a U.S. Treasury obligation or other similar investment selected by Payee for the remaining term of the Fixed Portion, or to the next applicable Fixed Call Date, whichever is closest to producing the same effective yield to maturity or to the next applicable Fixed Call Date, whichever is closest, as the Fixed Portion. Such Prepayment Premium shall be the sum of (a) the present value of the scheduled monthly payments on the Fixed Portion from the date of prepayment to the Maturity Date or the next applicable Call Date, whichever is closest, and (b) the present value of the amount of principal and interest due on the Fixed Portion on the Maturity Date or to the next applicable Fixed Call Date, whichever is closest (assuming all scheduled monthly payments due prior to the Maturity Date were made when due); minus (c) the outstanding principal balance of the Fixed Portion as of the date of prepayment. The present values described in (a) and (b) are computed on a monthly basis as of the date of prepayment, discounted at the yield of the U.S. Treasury obligation closest in maturity to the remaining term of the outstanding

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principal balance evidenced by this Note or to the next applicable Fixed Call Date whichever is closest as report in The Wall Street Journal, or if The Wall Street Journal is unavailable on such day, from the Federal Reserve Bank of New York on the fifth business day preceding the date of prepayment.

        Except as provided in the next sentence, in no event shall the amount prepaid be less than the total amount of the then outstanding principal and accrued and unpaid interest on the Fixed Portion plus the Fixed Prepayment Premium. In the event of acceleration of the Note at any time and subsequent involuntary or voluntary prepayment, the Fixed Prepayment Premium shall be payable except for a prepayment which results from (a) application of proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default exists, and (b) as to any prepayment which is made within sixty (60) days prior to the Maturity Date or any Fixed Call Date (regardless of whether Payee has exercised its Fixed Call Option). In the event the Fixed Prepayment Premium were ever construed by a court having jurisdiction thereof to be an interest payment, in no event shall the Fixed Prepayment Premium exceed an amount equal to the excess, if any, of (i) interest calculated at the highest rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of this Note from time to time outstanding from the date thereof to the date of such payment, less (ii) interest theretofore paid and accrued on this Note.

        The prepayment provisions provided in this Note prior to this Fixed Rate Section shall be applicable to the Floating Portion.

        In the event Maker elects the Fixed Rate Option as provided herein for all or a portion of the outstanding principal balance of this Note, the Float Rate Option shall be null and void and the terms of the Conversion Section shall be of no further force and effect.

[END OF FIXED RATE SECTION]

        It is hereby expressly agreed by Maker that time is of the essence in the performance of this Note and that each of the following occurrences shall constitute a default ("Event of Default") under this Note:

        (x)  The failure of the Maker to:

(a)

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



(b)

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

        (xi)  The failure of Maker to make payment of any amount due the Payee under any Loan Document other than this Note, on the date the same shall fall due (including any applicable grace period).

      (xii)  The occurrence of any breach, default, event of default or failure of performance (however denominated) under any Loan Document other than this Note, and the expiration of any applicable cure period without the same having been cured.

        From and after the date of the occurrence of any Event of Default and continuing until such Event of Default is fully cured (if Maker is entitled under this Note to cure such default) or until this Note is paid in full, the Maker promises to pay interest on the principal balance of this Note then outstanding at the rate (the "Default Rate") equal to the Note Rate (or the applicable Note Float Rate if the Conversion Section is applicable) plus five percent (5%) per annum or, if less, the maximum rate

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permitted under applicable law. Interest at the Default Rate shall accrue on the amount of any judgment rendered hereon or in connection with any foreclosure of the Mortgage. The Maker agrees that such additional interest which has accrued shall be paid at the time of and as a condition precedent to the curing of such Event of Default. During the existence of any such Event of Default Payee may apply payments received on any amounts due hereunder or under the terms of any of the Loan Documents as Payee shall determine.

        Payee shall have the following rights, powers, privileges, options and remedies whenever any Event of Default shall occur under this Note:

        (x)  To foreclose, or exercise any power of sale under, the Mortgage.

        (xi)  To accelerate the maturity of the Indebtedness and declare the entire unpaid principal balance of, and any unpaid interest then accrued on, this Note, together with any Prepayment Premium, without demand or notice of any kind to the Maker or any other person, to be immediately due and payable.

        (xii) To exercise any and all rights, powers, privileges, options and remedies available at law or in equity and as provided in any of the Loan Documents.

        Upon the occurrence of an Event of Default, the Maker expressly agrees to pay all costs of collection and enforcement of every kind, including without limitation, all reasonable attorneys' fees and expenses, court costs, costs of title evidence and insurance, inspection and appraisal costs and expenses of every kind incurred by Payee in connection with the protection or realization of any or all of the security for this Note, whether or not any lawsuit is filed with respect thereto. The occurrence of an Event of Default under this Note shall constitute a default under each and all of the other Loan Documents.

        The rights, powers, privileges, options and remedies of Payee, as provided in this Note, in any of the Loan Documents, or otherwise available at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of Payee, and may be exercised as often as occasion therefor shall occur. No delay or discontinuance in the exercise of any right, power, privilege, option or remedy hereunder shall be deemed a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right, power, privilege, option or remedy be deemed an election of remedies or a waiver of any other right, power, privilege, option or remedy. Without limiting the generality of the foregoing, the failure of the Payee after the occurrence of any Event of Default to exercise Payee's right to declare the Indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right in connection with any future Event of Default. Acceleration of maturity, once elected by Payee, may be, in Payee's sole and absolute discretion rescinded by Payee's written acknowledgment to that effect, but without limiting the foregoing the tender and acceptance of partial payment or partial performance shall not, by itself, in any way affect or rescind such acceleration.

        Maker waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest, notice of intent to accelerate, notice of acceleration of maturity, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, except as otherwise provided herein, and agrees that if there is more than one the party constituting the Maker, liability of each of them hereunder shall be joint, several and unconditional without regard to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee; and Maker consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to the release of any collateral given to secure the payment hereof, or any part thereof, with

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or without substitution, and agrees that additional makers or guarantors may become parties hereto without notice to any of them or affecting any of their liability hereunder.

        Payee shall not by any acts of omission or commission be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the extent specifically set forth therein; a waiver in respect of one event shall not be construed as continuing or as a bar to the exercise or waiver of such right or remedy in respect of a subsequent event.

        All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices") shall be in writing and shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.

        All Notices shall be deemed given and effective upon the earliest to occur of: (x) the hand delivery of such Notice to the address for Notices; (y) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (z) three business days after depositing the Notice in the United States mail as set forth in (iii) above. All Notices shall be addressed to the following addresses:

Maker:	Great Lakes REIT, L.P. c/o Great Lakes REIT 823 Commerce Drive, Suite 300 Oak Brook, Illinois 60523 Attention:    Chief Financial Officer
With a copy to:	Holland & Knight LLC 500 West Madison, Suite 4000 Chicago, Illinois 60661-2511 Attention:    Francis L. Keldermans, Esq.
Payee:	Security Life of Denver Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Mortgage Loan Servicing Department
	and
	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention:    Real Estate Law Department
With a copy to:	Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Attention:    John R. Parks, Esq.

or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice. Provided, that the "copy to" Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

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        This Note shall be governed by and construed in accordance with the laws (excluding conflicts of laws rules) of Illinois.

        Subject to the terms of the next succeeding paragraph and notwithstanding anything to the contrary otherwise contained in this Note, but without in any way releasing, impairing or otherwise affecting this Note or any of the other Loan Documents (including without limitation any guaranties or indemnification agreements) or the certain Environmental Indemnification Agreement to which Maker is a party, or the validity hereof or thereof, or the lien of the Mortgage, it is agreed that Payee's source of satisfaction of the Indebtedness and Maker's other obligations hereunder and under the Loan Documents other than any separate guaranty agreement or the Environmental Indemnification Agreement is limited to (a) the Premises and proceeds thereof, (b) rents, income, issues, proceeds and profits arising out of the Premises, and (c) any separate guaranty or indemnification agreements guarantying or indemnifying Payee with respect to the payment of any amounts due hereunder and under the Loan Documents and/or Maker's performance hereunder and under the Loan Documents; provided, however, that nothing herein contained shall be deemed to be a release or impairment of said Indebtedness or the security therefor intended by the Mortgage, or be deemed to preclude Payee from foreclosing the Mortgage or from enforcing any of Payee's rights or remedies in law or in equity thereunder, or in any way or manner affecting Payee's rights and privileges under any of the Loan Documents or any separate guaranty or indemnification agreements guarantying Maker's payment and/or performance hereunder and/or under the Loan Documents.

PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, MAKER SHALL PAY, AND THERE SHALL AT NO TIME BE ANY LIMITATION ON MAKER'S PERSONAL LIABILITY FOR THE PAYMENT TO PAYEE OF:

(xxxiv)    the application of rents, security deposits, or other income, issues, profits, and revenues derived from the Premises after the occurrence of an Event of Default to the extent applied to anything other than (a) normal and necessary operating expenses of the Premises or (b) the Indebtedness evidenced by the Note. It is understood that any rents collected more than one month in advance as of the time of the Event of Default shall be considered to have been collected after the Event of Default;

(xxxv)    any loss, cost or damages arising out of or in connection with fraud or material misrepresentations to Payee by Maker (or by any of its general partners, officers, shareholders, members, or their agents, if applicable);

(xxxvi)    any loss, cost or damages arising out of or in connection with Maker's use or misapplication of (a) any proceeds paid under any insurance policies by reason of damage, loss or destruction to any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any portion of the Premises, for purposes other than those set forth in the Mortgage;

(xxxvii)    any loss, cost or damages arising out of or in connection with any waste of the Premises or any portion thereof and all reasonable costs incurred by Payee in order to protect the Premises;

(xxxviii)    any taxes, assessments and insurance premiums for which Maker is liable under the Note, the Mortgage or any of the other Loan Documents and which are paid by Payee (but not the proportionate amount of any such taxes, assessments and insurance premiums which accrue following the date of foreclosure [plus any applicable redemption period] or acceptance of a deed in lieu of foreclosure);

(xxxix)    any loss, costs or damages arising out of or in connection with the Maker's environmental covenants, warranties and representations contained in Paragraph 31 of the Mortgage;

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(xl)    any loss, cost or damages arising out of or in connection with any construction lien, mechanic's lien, materialman's lien or similar lien against the Premises arising out of acts of omissions of Maker;

(xli)    any and all loss, costs or damages arising out of or incurred in order to cause the Improvements to comply with the accessibility provisions of The Americans with Disabilities Act and each of the regulations promulgated thereunder, revealed in engineering reports delivered to Payee in connection with the loan evidenced by this Note, as the same may be amended from time to time which are required by any governmental authority;

(xlii)    any loss, damage, cost, expense and liability resulting from any act of Maker or its general partners, shareholders, beneficiaries, or members, as the case may be, to obstruct, delay or impede Payee from exercising any of its rights or remedies under the Loan Documents;

(xliii)    the total Indebtedness in the event that (a) Maker makes an unpermitted transfer of an interest in the Maker or in the Premises without the prior written approval of Payee, or (b) Maker makes an unpermitted encumbrance on the Premises or an interest in Maker without the prior written approval of Payee; and

(xliv)    all costs and fees, including without limitation reasonable attorney fees and costs, incurred by Payee in the enforcement of subparagraphs (i) through (x) above.

With the exception of those items of liability specifically set forth in items (i) through (xi) above, the lien of any judgment against Maker in any proceeding instituted on, under or in connection with this Note shall not extend to any property now or hereafter owned by Maker other than the interest of the Maker in the Premises and the other security for the payment of this Note.

        This Note, together with the other Loan Documents and the certain Environmental Indemnification Agreement executed by Maker, constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and thereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof and thereof.

THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.

        Maker acknowledges receipt of a copy of this instrument at the time it was signed.

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        IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the day and date first above written.

MAKER:
GREAT LAKES REIT, L.P., a Delaware limited partnership
By:	Great Lakes REIT, a Maryland real estate investment trust, its general partner
	By:	/s/  JAMES HICKS James Hicks, Treasurer

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PROMISSORY NOTE D

EX-10.6

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Exhibit 10.6

Form of the Mortgage, Security Agreement, Financing Statement and Fixture Filing.

Instrument Prepared By, And
When Recorded Return To:
John R. Parks, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, 16^th Floor
Atlanta, Georgia 30303

MORTGAGE, SECURITY AGREEMENT, FINANCING
STATEMENT AND FIXTURE FILING

        (Illinois)

        THIS MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made as of December 10, 2002, by GREAT LAKES REIT, L.P., a Delaware limited partnership ("Mortgagor"), with the mailing address of c/o Great Lakes REIT, 823 Commerce Drive, Suite 300, Oak Brook, Illinois 60523, Attention: Chief Financial Officer, for the benefit of EQUITABLE LIFE INSURANCE COMPANY OF IOWA, an Iowa corporation ("Equitable"), and SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado corporation ("Security Life") (collectively "Mortgagee") with the mailing address of c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349.

W I T N E S S E T H:

        WHEREAS, Mortgagor has executed and delivered four (4) Promissory Notes as more particularly described on Schedule I attached hereto and by reference made a part hereof, each dated on or about this same date in the aggregate principal amount of $165,000,000.00 (which Promissory Notes, together with all notes issued and accepted in substitution or exchange therefor, and as any of the foregoing may from time to time be modified, extended, renewed, consolidated, restated or replaced, are hereinafter sometimes referred to collectively as the "Note"), which Note provides, among other things, for final payment of principal and interest under the Note, if not sooner paid or payable as provided therein, to be due as set forth on Schedule I, the Note by this reference thereto being incorporated herein; and

        WHEREAS, Mortgagee is desirous of securing the prompt payment of the Note together with interest, charges and prepayment fees, if any, thereon in accordance with the terms of the Note, and any additional indebtedness accruing to Mortgagee on account of any future payments, advances or expenditures made by Mortgagee pursuant to the Note or this Mortgage and any additional sums with interest thereon which may be loaned to Mortgagor by Mortgagee or advanced under the Loan Documents (as hereinafter defined) (all hereinafter sometimes collectively referred to as the "Indebtedness").

        NOW, THEREFORE, Mortgagor, to secure payment of the Indebtedness and the performance of the covenants and agreements herein contained to be performed by Mortgagor, for good and valuable consideration in hand paid, the receipt and sufficiency whereof are hereby acknowledged, and intending to be legally bound, hereby agrees and covenants as follows:

        1.    Granting Clauses.    Mortgagor hereby irrevocably and absolutely does by these presents GRANT AND CONVEY, MORTGAGE AND WARRANT, SET OVER, TRANSFER, ASSIGN, BARGAIN AND SELL to Mortgagee, its successors and assigns, with all powers of sale (if any) and all statutory rights under the laws of the State of Illinois, and grants to Mortgagee a security interest in, all

of Mortgagor's present and hereafter acquired estate, right, title and interest in, to and under the following (collectively referred to herein as the "Premises"):

        (a)  That certain real property situated in the State of Illinois, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), together with all buildings, structures and improvements now or hereafter erected on the Land, together with all fixtures and items that are to become fixtures thereto (collectively, the "Improvements");

        (b)  All and singular the easements, rights-of-way, licenses, permits, rights of use or occupancy, privileges, tenements, appendages, hereditaments and appurtenances and other rights and privileges attached or belonging to the Land or Improvements or in any wise appertaining thereto, whether now or in the future, and all the rents, issues and profits from the Land or Improvements;

        (c)  The land lying within any street, alley, avenue, roadway or right-of-way open or proposed or hereafter vacated in front of or adjoining the Land; and all right, title and interest, if any, of Mortgagor in and to any strips and gores adjoining the Land;

        (d)  All machinery, apparatus, equipment, goods, systems, building materials, carpeting, furnishings, fixtures, fittings, appliances, furniture and property of every kind and nature whatsoever, now or hereafter located in or upon or affixed to the Land or Improvements, or any part thereof, or used or usable in connection with any construction on or any present or future operation of the Land or Improvements, now owned or hereafter acquired by Mortgagor, including, but without limitation of the generality of the foregoing: all heating, lighting, refrigerating, ventilating, air-conditioning, air-cooling, electrical, fuel, garbage, sanitary drainage, removal of dust, refuse or garbage, fire extinguishing, plumbing, cleaning, telephone, communications and power equipment, systems and apparatus; and all elevators, switchboards, motors, pumps, screens, awnings, floor coverings, cabinets, partitions, conduits, ducts and compressors; and all cranes and craneways, oil storage, sprinkler/fire protection and water service equipment; and also including any of such property stored on the Land or Improvements or in warehouses and intended to be used in connection with or incorporated into the Land or Improvements or for the pursuit of any other activity in which Mortgagor may be engaged on the Land or Improvements, and including without limitation all tools, musical instruments and systems, cabinets, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other window and floor coverings, decorative fixtures, plants, cleaning apparatus, and cleaning equipment, refrigeration equipment, cables, computers, software, books, supplies, kitchen equipment, motor vehicles, appliances, tractors, lawn mowers, ground sweepers and tools, swimming pools, whirlpools, recreational or play equipment together with all substitutions, accessions, repairs, additions and replacements to any of the foregoing; it being understood and agreed that all such machinery, equipment, apparatus, goods, systems, fixtures, fittings, appliances, furniture, building materials, and property are a part of the Improvements and are declared to be a portion of the security for the Indebtedness (whether in single units or centrally controlled, and whether physically attached to said real estate or not), excluding, however, personal property owned by tenants of the Land or Improvements;

        (e)  Any and all awards, payments or insurance proceeds, including interest thereon, and the right to receive the same, which may be paid or payable with respect to the Land or Improvements or other properties described above as a result of: (1) the exercise of the right of eminent domain or action in lieu thereof; or (2) the alteration of the grade of any street; or (3) any fire, casualty, accident, damage or other injury to or decrease in the value of the Land or Improvements or other properties described above, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagor or Mortgagee, and of the reasonable counsel fees, costs and disbursements incurred by Mortgagor or Mortgagee in connection with the collection of such award or payment. Mortgagor agrees to execute and deliver, from time to time, such further instruments as may be requested by Mortgagee to confirm such assignment to Mortgagee of any such award or payment;

2

        (f)    Any and all accounts receivable and any right of Mortgagor to payment for goods sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, arising from the operation of the Land or Improvements, now existing or hereafter created, substitutions therefor, proceeds thereof (whether cash or noncash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any or all of the foregoing and proceeds therefrom;

        (g)  Any and all authorizations, licenses, permits, contracts, management agreements, franchise agreements, and occupancy and other certificates concerning the ownership, use and operation of the Land or Improvements;

(h)  All monies on deposit for the payment of real estate taxes or special assessments against the Land or Improvements or for the payment of premiums on policies of fire and other hazard insurance covering the Collateral (as hereinafter defined) or the Land or Improvements; all proceeds paid for damage done to the Collateral or the Land or Improvements; all proceeds of any award or claim for damages for any of the Collateral or the Land or Improvements taken or damaged under the power of eminent domain or by condemnation; and all tenants' or security deposits held by Mortgagor in respect of the Land or Improvements;

        (i)    Any and all leases, occupancy agreements, tenancies affecting the Land or Improvements and any and all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill with respect to the Land or Improvements;

        (j)    Any and all shares of stock, membership or partnership interest or other evidence of ownership of any part of the Land or the Improvements that is owned by Mortgagor in common with others, including all water stock relating to the Land or the Improvements, if any, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Land or the Improvements and any management agreements;

        (k)  Any and all plans and specifications prepared for construction of improvements on the Land or the Improvements and all studies, data and drawings related thereto; and all contracts and agreements of Mortgagor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of improvements on the Land or the Improvements;

        (l)    Any and all of Mortgagor's right, title and interest in, to and under any and all reserve, deposit or escrow accounts made pursuant to any loan documents made between Mortgagor and Mortgagee with respect to the Land or the Improvements, together with all income, profits, benefits and advantages arising therefrom;

        (m)  Any and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory (as defined in the Illinois Uniform Commercial Code ("UCC")) located on and used in the operation of the Land or the Improvements;

        (n)  All of Mortgagor's right, title and interest in and to deposit accounts and letter of credit rights (as defined in the UCC);

        (o)  Any and all substitutions, accessions, additions and replacements to any of the foregoing; and

        (p)  All products and proceeds of any of the foregoing, or with respect to the Land or the Improvements, including without limitation, insurance proceeds, proceeds of any voluntary or involuntary disposition or diminution in value of any of the foregoing or of the Land or Improvements, and any claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, accounts, general intangibles, chattel paper, instruments, documents, consumer goods, equipment and inventory, wherever located, acquired with the proceeds of any of the foregoing or proceeds

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thereof. (For purposes of this Mortgage, the term "proceeds" means whatever is received when any of the foregoing or the proceeds thereof (including, without limitation, cash proceeds) is sold, exchanged or otherwise disposed of (including involuntary dispositions or destruction and claims for damages thereto), including without limitation cash proceeds, insurance proceeds, condemnation proceeds, and any other rights or property arising under or receivable upon any such disposition.)

        The parties intend the definition of Premises to be broadly construed and in the case of doubt as to whether a particular item is to be included in the definition of Premises, the doubt should be resolved in favor of inclusion.

        TO HAVE AND TO HOLD the Premises with all rights, privileges and appurtenances thereunto belonging, and all income, rents, royalties, revenues, issues, profits and proceeds therefrom, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein expressed.

        THIS MORTGAGE IS GIVEN TO SECURE: Payment of the Indebtedness; payment of such additional sums with interest thereon which may hereafter be loaned to Mortgagor by Mortgagee pursuant to the Note or Mortgage or otherwise advanced under the Loan Documents, including without limitation advances made by Mortgagee to protect the Premises or the lien and interest of this Mortgage or to pay taxes, assessments, insurance premiums, and all other amounts that Mortgagor has agreed to pay pursuant to the provisions hereof or that Mortgagee has incurred by reason of the occurrence of an Event of Default (as hereinafter defined), including without limitation, advances made to enable the completion of the Improvements or any restoration thereof, even though the aggregate amount outstanding at any time may exceed the original principal balance stated herein and in the Note; and the due, prompt and complete performance of each and every covenant, condition and agreement contained in this Mortgage, the Note, the Loan Agreement dated of even date herewith by and between Mortgagor and Mortgagee ("Loan Agreement"), and every other agreement, document and instrument to which reference is expressly made in this Mortgage or which at any time evidences or secures the Indebtedness evidenced by the Note (this Mortgage, the Note and Loan Agreement and all such other agreements, documents and instruments, but excluding the certain Environmental Indemnification Agreement executed by Mortgagor, are hereinafter sometimes collectively referred to as the "Loan Documents"). Mortgagor hereby warrants that Mortgagor has good and marketable title to the Premises, is lawfully seized and possessed of the Premises and every part thereof, and has the right to convey same; that Mortgagor will forever warrant and defend the title to the Premises unto Mortgagee against the claims of all persons whomsoever; and that the Premises are unencumbered except as set forth on Mortgagee's title insurance policy dated on or about even date herewith regarding the Premises.

        PROVIDED ALWAYS, that if Mortgagor shall pay and perform to Mortgagee the Indebtedness at all times and in the manner stipulated herein and in the Loan Agreement and the Note, including any renewals, extensions, modifications or amendments thereof, this Mortgage shall cease and be void, and shall be of no further force and effect.

        2.    Maintenance, Repair and Restoration of Improvements, Payment of Prior Liens, etc.    Mortgagor shall: (a) promptly repair, restore or rebuild any Improvements now or hereafter on the Premises which may become damaged or be destroyed, such Improvements to be of at least equal value and substantially the same character as prior to such damage or destruction; (b) keep the Premises in good condition and repair, normal wear and tear excepted, without waste, and free from mechanics' liens or other liens or claims for lien (except the lien of current general taxes duly levied and assessed but not yet due and payable); (c) immediately pay when due or within any applicable grace period any indebtedness which may be secured by a lien or charge on the Premises (no such lien, except for current general taxes duly levied and assessed but not yet payable, to be permitted hereunder), and upon request exhibit satisfactory evidence to Mortgagee of the discharge of such lien; (d) complete within a reasonable time any Improvements now or at any time in process of erection upon the Land;

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(e) comply with all requirements of law (including, without limitation, pollution control and environmental protection laws and laws relating to the accommodation of persons with disabilities), ordinance or other governmental regulation in effect from time to time affecting the Premises and the use thereof, and covenants, easements and restrictions of record with respect to the Premises and the use thereof; (f) make no material alterations in the Premises; (g) suffer or permit no material change in the general nature of the use of the Premises, without Mortgagee's written consent not to be unduly withheld or delayed; (h) initiate or acquiesce in no zoning reclassification or variance with respect to the Premises without Mortgagee's written consent; and (i) pay each item of Indebtedness when due according to the terms hereof or of the Note.

        3.    Payment of Taxes.    Mortgagor shall pay thirty (30) days before any delinquency or any penalty or interest attaches all general taxes, special taxes, special assessments, water charges, sewer service charges, and all other charges against the Premises of any nature whatsoever when due, and shall, upon written request, furnish to Mortgagee duplicate receipts therefor.

        4.    Tax Deposits.    Mortgagor covenants and agrees to deposit with such depositary as the Mortgagee from time to time may in writing appoint, and in the absence of such appointment, then at the office of Mortgagee, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, Attention: Mortgage Loan Servicing Department, commencing on the date of disbursement of the loan secured hereby and on the first day of each month following the month in which said disbursement occurred until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12th) of the last total annual real estate taxes and assessments for the last ascertainable year (if the current year's taxes and assessments are not yet ascertainable) (general and special) on the Premises (unless said taxes are based upon assessments which exclude the Improvements or any part thereof now constructed or to be constructed, in which event the amount of such deposits shall be based upon the Mortgagee's reasonable estimate as to the amount of taxes and assessments to be levied and assessed). Such deposits are to be held without any allowance of interest (unless local law requires otherwise) and are to be used for the payment of taxes and assessments (general and special) on the Premises next due and payable when they become due. Upon demand by such depositary, Mortgagor shall deliver and pay over to such depositary from time to time such additional sums or such additional security as are necessary to make up any deficiency in the amount necessary to enable such depositary to fully pay any of the items hereinabove mentioned as they become payable. If the funds so deposited exceed the amount required to pay such items hereinabove mentioned for any year, the excess shall be applied on a subsequent deposit or deposits. Said deposits need not be kept separate and apart from any other funds of Mortgagee or such depositary.

        If any such taxes or assessments (general or special) shall be levied, charged, assessed or imposed upon or for the Premises, or any portion thereof, and if such taxes or assessments shall also be a levy, charge, assessment or imposition upon or for any other property not covered by the lien of this Mortgage, then the computation of any amount to be deposited under this Paragraph 4 shall be based upon the entire amount of such taxes or assessments, and Mortgagor shall not have the right to apportion the amount of any such taxes or assessments for the purposes of such computation.

        5.    Mortgagee's Interest In and Use of Deposits.    Upon the occurrence of an Event of Default, Mortgagee may at its option, without being required to do so, apply any monies at the time on deposit pursuant to Paragraphs 4 and 7 hereof, on any of Mortgagor's obligations herein or in the Note or any of the Loan Documents contained, in such order and manner as the Mortgagee may elect. When the Indebtedness has been fully paid, any remaining deposits shall be paid to Mortgagor or to the then owner or owners of the Premises. A security interest within the meaning of the UCC is hereby granted to the Mortgagee in and to any monies at any time on deposit pursuant to Paragraphs 4 and 7 hereof and such monies and all of Mortgagor's right, title and interest therein are hereby assigned to Mortgagee, all as additional security for the Indebtedness and shall in the absence of the occurrence of an Event of Default be applied by the depositary for the purposes for which made hereunder and shall

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not be subject to the direction or control of Mortgagor; provided, however, that neither Mortgagee nor said depositary shall be liable for any failure to apply to the payment of taxes and assessments and insurance premiums any amount so deposited. Neither Mortgagee nor any depositary hereunder shall be liable for any act or omission taken in good faith or pursuant to the instruction of any party but only for its willful misconduct.

        6.    Insurance.

        (a)  Until the Indebtedness is fully paid, the Improvements and all fixtures, equipment and property therein contained or installed shall be kept unceasingly insured against loss and damage by such hazards, casualties and contingencies in such amounts and for such periods as may from time to time be required by Mortgagee. All insurance shall be written in policies and by insurance companies reasonably approved by Mortgagee which approval shall not be unreasonably withheld so long as a Best Class rating of at least A XII is maintained and the policy otherwise conforms to the terms hereof. All policies of insurance and renewals thereof shall contain standard noncontributory mortgagee loss payable clauses to Mortgagee and shall provide for at least thirty (30) days prior written notice of cancellation to Mortgagee as well as a waiver of subrogation endorsement, all as required by Mortgagee, in form and content acceptable to Mortgagee. None of the policies of insurance or renewals thereof shall contain a co-insurance clause limiting the amount of coverage under any conditions. All policies (or certified copies thereof) and original Acord 27 and Acord 25 (as to liability only) Certificates shall, with all premiums fully paid, be delivered to Mortgagee as issued at least thirty (30) days before the expiration of existing policies and shall be held by Northmarq Capital, Inc. having an address of 200 North LaSalle Street, Suite 2830, Chicago, Illinois 60601, or such other entity as determined by Mortgagee, until all sums hereby secured are fully paid. Upon request by Mortgagee, Mortgagor shall furnish Mortgagee evidence of the replacement cost of the Improvements. In case of sale pursuant to a foreclosure of this Mortgage or other transfer of title to the Premises and extinguishment of the Indebtedness, complete title to all policies, other than liability insurance policies, held by Mortgagee and all prepaid or unearned premiums thereon shall pass to and vest in the purchaser or grantee. Mortgagee shall not by reason of accepting, rejecting, approving or obtaining insurance incur any liability for payment of losses.

        (b)  Without in any way limiting the generality of the foregoing, Mortgagor covenants and agrees to maintain insurance coverage on the Premises which shall include: (i) all risk coverage insurance (including vandalism and malicious mischief) for an amount equal to one hundred percent (100%) of the full replacement cost of the Improvements, written on a replacement cost basis and with a replacement cost endorsement (without depreciation), an increased cost of construction endorsement, and an agreed amount endorsement pertaining to the co-insurance clause, and containing a mortgagee clause in Mortgagee's favor; and if at any time a dispute arises with respect to replacement cost, Mortgagor agrees to provide at Mortgagor's expense, an insurance appraisal prepared by an insurance appraiser approved by Mortgagee, establishing the full replacement cost in a manner satisfactory to the insurance carrier; (ii) business interruption or rent loss insurance insuring against loss arising out of the perils insured against in the policy or policies referred to in clause (i) above, in an amount equal to not less than gross revenue from the Premises for twelve (12) months from the operation and rental of all Improvements now or hereafter forming part of the Premises, based upon one hundred percent (100%) occupancy of such Improvements, less any allocable charges and expenses which do not continue during the period of restoration and naming Mortgagee in a standard mortgagee loss payable clause thereunder; (iii) comprehensive general public liability and property damage insurance with a broad form coverage endorsement for an amount as required from time to time by the Mortgagee but not less than an aggregate amount of Three Million and No/100 Dollars ($3,000,000.00) with a single occurrence limit of not less than Three Million and No/100 Dollars ($3,000,000.00) for claims arising from any one (1) accident or occurrence in or upon the Premises and naming Mortgagee as an additional insured thereunder; (iv) flood insurance whenever in Mortgagee's judgment such protection is necessary and is available and in such case in an amount acceptable to Mortgagee and naming

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Mortgagee as the loss payee thereunder; (v) insurance covering pressure vessels, pressure piping and machinery, if any, and all major components of any centralized heating or air-conditioning systems located in the Improvements, in an amount satisfactory to Mortgagee, such policies also to insure against physical damage to such buildings and improvements arising out of peril covered thereunder; and (vi) such other insurance that may be reasonably required from time to time by Mortgagee.

        (c)  Mortgagor shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder.

        7.    Insurance Premium Deposits.    It is further covenanted and agreed that for the purpose of providing funds with which to pay the premiums as the same become due on the policies of insurance as herein covenanted to be furnished by the Mortgagor, Mortgagor shall deposit with Mortgagee or the depositary referred to in Paragraph 4 hereof on the date of disbursement of the proceeds of the loan secured hereby and on the first day of each month following the month in which said disbursement occurred, an amount equal to the annual premiums that will next become due and payable on such policies less any amount then on deposit with the Mortgagee or such depositary, divided by the number of months to elapse thirty (30) days prior to the date when such premiums become delinquent. No interest shall be allowed to Mortgagor on account of any deposit or deposits made hereunder and said deposits need not be kept separate and apart from any other funds of Mortgagee or such depositary.

        8.    Adjustment of Losses with Insurer and Application of Proceeds of Insurance.

        (a)  In case of loss or damage by fire or other casualty, Mortgagor shall immediately give Mortgagee and the insurance companies that have insured against such risks written notice of such occurrence.

        (b)  In case of loss or damage by fire or other casualty, Mortgagor shall, if no Event of Default then exists hereunder, have the sole and exclusive right to settle, compromise or adjust any claim under, and receive, for the purpose of rebuilding and restoration, the proceeds arising from, any and all losses payable under insurance policies to the extent the amount thereof does not exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and all claims for losses in excess of said amount shall be settled, compromised or adjusted only with the mutual agreement of Mortgagor and Mortgagee and the proceeds paid as hereinafter provided. In the event insurance proceeds in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) are payable or if an Event of Default exists hereunder, then in either of such events, Mortgagee is authorized to collect and receipt for any insurance proceeds. Insurance proceeds collected by Mortgagee as aforesaid, after deducting therefrom any expenses incurred in the collection thereof, shall, if requested by Mortgagor in writing within thirty (30) days after the proceeds of insurance covering such damage or destruction become available, be made available to Mortgagor for the purpose of paying the cost of rebuilding or restoring of the Improvements if (i) the Premises, in Mortgagee's sole and absolute discretion is capable of being restored to that condition which existed immediately prior to the damage or loss, (ii) the insurance proceeds, together with all other funds which are to be provided by Mortgagor, are sufficient to restore the Premises, (iii) Mortgagee determines that income from the Premises shall not be materially affected following the completion of the restoration or rebuilding, (iv) no Event of Default then exists hereunder or under any other Loan Document, and no circumstance or condition exists that would constitute an Event of Default upon the giving of notice or the passage of time, or both, and (v) the rebuilding and restoration is reasonably estimated to be completed at least one hundred eighty (180) days prior to the Maturity Date or any Call Date, as those terms are defined in the Note. In the event that Mortgagee makes said proceeds available to Mortgagor to pay the cost of rebuilding or restoring of the Improvements, such proceeds shall be made available in the manner and under the conditions that the Mortgagee may reasonably require to assure proper application of such proceeds. In the event such insurance proceeds are made available by the Mortgagee, the Mortgagor shall pay all costs incurred by Mortgagee in connection with the application of such insurance proceeds (including but not limited to reasonable costs incurred by Mortgagee, and a title company or agent approved by

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Mortgagee in overseeing the disbursement of such insurance proceeds). The Improvements shall be restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the projected cost of rebuilding, repairing or restoring of the Improvements exceeds the sum of One Hundred Thousand and No/100 Dollars ($100,000), then insurance proceeds shall not be made available to Mortgagor unless and until Mortgagee has approved plans and specifications for the proposed rebuilding and restoration, which approval shall not be unreasonably withheld. If the proceeds are to be made available by Mortgagee to Mortgagor to pay the cost of said rebuilding or restoration, any surplus which may remain out of said insurance proceeds after payment of the costs of rebuilding or restoring the Premises shall, at the option of the Mortgagee, be applied on account of the Indebtedness or be paid to any party entitled thereto under such conditions as Mortgagee may reasonably require. No interest shall be allowed to Mortgagor on any proceeds of insurance held by Mortgagee.

        (c)  In the event proceeds of insurance are not made available to Mortgagor for the purpose of paying the cost of the rebuilding or restoring of the Improvements, Mortgagee, after deducting the costs of any collection, adjustment and compromise, shall apply such insurance proceeds in accordance with terms of the Note upon the Indebtedness, provided that any amount so applied by Mortgagee in reduction of the outstanding principal balance of the Note shall be credited to installments of principal in the inverse order of their maturity but no such application shall delay or postpone any installment payment of principal and interest under the Note.

        9.    Stamp Tax.    If, by the laws of the United States of America, or of any state having jurisdiction over Mortgagor, any tax is due or becomes due in respect of the issuance of the Note hereby secured and this Mortgage, Mortgagor covenants and agrees to pay such tax in the manner required by any such law. Mortgagor further covenants to reimburse Mortgagee for any sums which Mortgagee reasonably expends by reason of the imposition of any tax on the issuance of the Note secured hereby and this Mortgage.

        10.    Observance of Lease Assignment.

        (a)  As additional security for the payment of the Note secured hereby and for the faithful performance of the terms and conditions contained herein, Mortgagor, as landlord, has assigned to Mortgagee, by that certain Assignment of Rents and Leases dated on or about this same date (the "Assignment of Rents"), all of Mortgagor's right, title and interest as landlord in and to all leases or other rights of use and or occupancy of any part of the Premises, both present and future (hereinafter collectively referred to as the "Leases") and all of the rents, issues and profits from the Leases or guaranties thereof (hereinafter collectively referred to as the "Rents").

        (b)  All Leases entered into after the date hereof (i) shall be bona fide arms-length transactions with a third party, (ii) shall not contain any rental or other concessions which are not required due to at market conditions as offered for competitive space, (iii) shall provide that the tenant pay a pro rata share (based on square footage of space) of, or increases in, taxes, insurance or other operating expenses (provided, however, gross leases on not more than five percent of the aggregate net rentable square footage in the entire Premises are permitted without the prior written consent of Mortgagee), and (iv) shall be on a form approved by Mortgagee (which approval has not been previously revoked by Mortgagee as hereinafter provided). Mortgagee will, at the request of Mortgagor, approve a form of lease satisfactory to Mortgagee, but Mortgagee shall have the right subsequently to revoke such approval upon thirty (30) days prior written notice to Mortgagor of its election to do so. In the event of any such revocation or approval, Mortgagor shall not enter into any Lease without the prior written approval of Mortgagee unless Mortgagee has approved a revised form of lease satisfactory to it in its reasonable discretion.

        All modifications to existing Leases which are not automatically subordinated to this Mortgage must be approved by Mortgagee. Those Leases for which Mortgagee executes a SNDA (as hereinafter

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defined) shall not be considered "automatically subordinate". Notwithstanding the forgoing, Leases obtained after the date hereof shall not require Mortgagee's approval provided that such Leases are entered into in the ordinary course of business and the terms are at least consistent with then current market conditions and provided the tenant therein does not request a SNDA.

        Mortgagee shall require that all Leases are subject and subordinate to the Mortgage. For any Lease which by its terms does not provide for automatic subordination without the requirement that Mortgagee grant non-disturbance provisions to a tenant as a condition of the automatic subordination, Mortgagee shall require the execution of a subordination, non-disturbance and attornment agreement in a form approved by Mortgagee (the "SNDA"). Notwithstanding the aforesaid, Mortgagee shall require a SNDA from all tenants (1) occupying 50,000 square feet and greater of space, or (2) having a lease term greater than ten (10) years (exclusive of market rate renewal options granted in the Lease), or (3) having a purchase option or right of first refusal to purchase the Premises or any portion thereof.

        (c)  Mortgagor will not, without Mortgagee's prior written consent: (i) execute an assignment or pledge of any Rents and/or any Leases; or (ii) accept any prepayment of any installment of any Rents more than thirty (30) days before the due date of such installment, and in any event no more than thirty (30) days in advance of the then current month.

        (d)  Mortgagor at its sole cost and expense will: (i) at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions and agreements contained in all Leases, on the part of the landlord thereunder to be kept and performed; (ii) enforce or secure the performance of all of the covenants, conditions and agreements of the Leases on the part of the lessees to be kept and performed, but Mortgagor shall not modify, amend, renew, extend, cancel, terminate or accept surrender of any Lease without the prior written consent of Mortgagee not to be unduly withheld or delayed; (iii) appear in and defend any action or proceeding arising under, growing out of or in any manner connected with the Leases or the obligations, duties or liabilities of landlord or of the lessees thereunder; (iv) upon written request of Mortgagee, transfer and assign to Mortgagee, any Lease or Leases heretofore or hereafter entered into, and make, execute and deliver to Mortgagee upon demand, any and all instruments required to effectuate said assignment; (v) furnish Mortgagee, within ten (10) days after a request by Mortgagee so to do, a written statement containing the names of all lessees, terms of all Leases, including the spaces occupied and the rentals payable thereunder no more than twice annually for any portion of the Premises; and (vi) exercise within five (5) days of any demand therefor by Mortgagee any right to request from the lessee under any Lease a certificate with respect to the status thereof.

        (e)  Nothing in this Mortgage or in any other documents relating to the loan secured hereby shall be construed to obligate Mortgagee, expressly or by implication, to perform any of the covenants of Mortgagor as landlord under any of the Leases assigned to Mortgagee or to pay any sum of money or damages therein provided to be paid by the landlord, each and all of which covenants and payments Mortgagor agrees to perform and pay.

        (f)    Mortgagor will not permit any Lease or any part thereof to become subordinate to any lien other than the lien hereof.

        (g)  Mortgagee shall have the option to declare this Mortgage in default because of a default of landlord in any Lease of the Premises unless such default is cured by Mortgagor pursuant to the terms of the Lease and within any applicable cure period or unless such default would not permit the tenant to terminate the Lease. It is covenanted and agreed that an Event of Default under the Assignment of Rents shall constitute an Event of Default hereunder on account of which the whole of the Indebtedness shall at once, at the option of the Mortgagee, become immediately due and payable without notice to the Mortgagor.

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        (h)  Mortgagor shall not, and shall not permit any tenant to, conduct any on-site dry cleaning operations on the Premises.

        (i)    In the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, the lessee under each Lease of the Premises shall, at the option of Mortgagee, attorn to any person succeeding to the interest of Mortgagor as a result of such enforcement and shall recognize such successor in interest as landlord under such Lease without change in the terms or other provisions thereof; provided, however, that said successor in interest shall not be bound by any payment of rent or additional rent for more than one month in advance or any amendment or modification to any Lease made without the consent of Mortgagee or said successor in interest. Each lessee, upon request by said successor in interest, shall execute and deliver an instrument or instruments confirming such attornment.

        11.    Effect of Extension of Time.    If the payment of the Indebtedness, or any part thereof, is extended or varied, or if any part of any security for the payment of the Indebtedness is released, or if any person or entity liable for the payment of the Indebtedness is released, or if Mortgagee takes other or additional security for the payment of the Indebtedness, or if Mortgagee waives or fails to exercise any right granted herein, or in the Note secured hereby, or in any other instrument given to secure the payment hereof, then all persons now or at any time hereafter liable for the payment of the Indebtedness, or any part thereof, or interested in the Premises shall be held to assent to such extension, variation, release, waiver, failure to exercise or the taking of additional security, and their liability and the lien and interest and all provisions hereof shall continue in full force, the right of recourse against all such persons being expressly reserved by Mortgagee, notwithstanding such extension, variation, release, waiver, failure to exercise, or the taking of additional security.

        12.    Effect of Changes in Laws Regarding Taxation.    In the event of the enactment after this date of any law of the state in which the Premises are located deducting from the value of the Premises for the purpose of taxation any lien thereon, or imposing upon the Mortgagee the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Mortgagor, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or Mortgagee's interest in the Premises, or the manner of collection of taxes, so as to affect this Mortgage or the debt secured hereby or the holders thereof, then, and in any such event, Mortgagor, upon demand by Mortgagee, shall pay such taxes or assessments, or reimburse Mortgagee therefor if Mortgagee pays such taxes and submits proof of payment to Mortgagor; provided, however, that if in the opinion of counsel for Mortgagee: (a) it might be unlawful to require Mortgagor to make such payment, or (b) the making of such payment might result in the imposition of interest beyond the maximum amount permitted by law; then and in such event, Mortgagee may elect, by notice in writing given to Mortgagor, to declare all of the Indebtedness to be and become due and payable sixty (60) days from the giving of such notice, without the applicable Prepayment Premium (as defined in the Note).

        13.    Mortgagee's Performance of Defaulted Acts.    Upon the occurrence of an Event of Default herein, Mortgagee may, but need not, and whether electing to declare the whole of the Indebtedness due and payable or not, and without waiver of any other remedy, make any payment or perform any act herein required of Mortgagor in any form and manner deemed expedient, and may, but need not, make full or partial payments of principal or interest on prior encumbrances, if any, and purchase, discharge, compromise or settle any tax lien or other prior lien or title or claim thereof, or redeem from any tax sale or forfeiture affecting the Premises or contest any tax or assessment or cure any default of Mortgagor as landlord in any Lease. All monies paid for any of the purposes herein authorized and all expenses paid or incurred in connection therewith, including attorneys' fees, and any other monies advanced by Mortgagee in regard to any tax referred to in Paragraphs 9 and 12 hereof or to protect the Premises or the lien and interest hereof, shall be additional Indebtedness and shall become immediately due and payable without notice and with interest thereon at the Default Rate of

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interest set forth in the Note. Inaction of Mortgagee shall never be considered as a waiver of any right accruing to it on account of any Event of Default on the part of Mortgagor.

        14.    Mortgagee's Reliance on Tax Bills, Etc.    Mortgagee in making any payment hereby authorized: (a) relating to taxes and assessments, may do so according to any bill, statement or estimate procured from the appropriate public office without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof; or (b) relating to insurance premiums, may do so according to any bill or statement procured from the appropriate company without inquiry into the accuracy of such bill or statement; or (c) for the purchase, discharge, compromise or settlement of any other prior lien, may do so without inquiry as to the validity or amount of any claim for lien which may be asserted.

        Notwithstanding anything contained in this Mortgage to the contrary, Mortgagor shall not be required to pay or discharge any taxes, assessments to other charges of the nature referred to in Paragraph 2 (Maintenance, Repair and Restoration of Improvements, payment of Liens, etc.) and Paragraph 3 (Payment of Taxes) so long as the Mortgagor shall in good faith contest the same or the validity thereof by appropriate legal proceedings which shall operate to prevent the collection of the levy, lien or imposition so contested and the sale of the Premises, or any part thereof, to satisfy any obligation arising therefrom, provided that the Mortgagor shall give such security as may be demanded by the Mortgagee to insure such payments and prevent any sale or forfeiture of the Premises by reason of such nonpayment, failure of performance or contest by Mortgagor. Any such contest shall be prosecuted with due diligence and the Mortgagor shall promptly after final determination thereof pay the amount of any levy, lien or imposition so determined, together with all interest and penalties, which may be payable in connection therewith. Notwithstanding the provisions of this paragraph, Mortgagor shall (and if Mortgagor shall fail so to do, Mortgagee may but shall not be required to) pay any such levy, lien or imposition notwithstanding such contest if in the reasonable opinion of the Mortgagee, the Premises shall be in jeopardy or in danger of being forfeited or foreclosed.

        15.    Acceleration of Indebtedness in Event of Default.    It is expressly agreed by Mortgagor that time is of the essence hereof and that the whole of the Indebtedness shall become immediately due and payable without notice to Mortgagor at the option of the Mortgagee upon the occurrence of one or more of the following events (hereinbefore and hereinafter collectively referred to as "Events of Default" and individually referred to as an "Event of Default"), together with a prepayment premium in the amount, if any, required to be paid pursuant to the terms of the Note in the event of a prepayment:

        (a)  nonpayment of any monetary sum due hereunder within ten (10) days after the same shall become due; or

        (b)  default shall be made in the due observance or performance of the terms and conditions of Paragraph 6 hereof (Insurance) or Paragraph 30 hereof (Due on Sale or Further Encumbrance); or

        (c)  default shall be made in the due observance or performance of any of the other covenants, agreements or conditions hereinbefore or hereinafter contained, required to be kept or performed or observed by the Mortgagor which does not relate to the nonpayment of any monetary sum, and such default is not cured within thirty (30) days following written notice thereof by Mortgagee to Mortgagor or within such longer period of time, not exceeding an additional sixty (60) days, as may be reasonably necessary to cure such non-compliance if Mortgagor is diligently and with continuity of effort pursuing such cure and the failure is susceptible of cure within an additional period of sixty (60) days; or

        (d)  the entry of a decree or order for relief by a court having jurisdiction in respect of Mortgagor, a general partner of Mortgagor if Mortgagor is a partnership, the beneficiary or beneficiaries of Mortgagor if Mortgagor is a trust, a managing member of Mortgagor if Mortgagor is a limited liability company, or any guarantor of the Note secured hereby (any of the foregoing parties being referred to

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herein as a "Key Party"), in any involuntary case under the federal bankruptcy laws now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for any Key Party or any substantial part of the property of any such Key Party, or for the winding up or liquidation of the affairs of any Key Party and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; or

        (e)  the commencement by any Key Party, of a voluntary case under federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or any other similar laws or the consent by any such Key Party to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of any Key Party, or of any substantial part of the property of any such person or entity, or the making by any such Key Party of an assignment for the benefit of creditors or the failure of any such Key Party generally to pay the debts of any such Key Party as such debts become due, or the taking of action by any such Key Party in furtherance of any of the foregoing; or

        (f)    the death of any guarantor of the Note secured hereby, unless a beneficiary or beneficiaries of the decedent having a net worth or an aggregate net worth, as the case may be, greater than the net worth of the decedent upon the date hereof shall become liable by assumption under the guaranty within ninety (90) days of the appointment of the executor or personal representative; or

        (g)  any warranty, representation, certification, financial statement, or other information furnished or to be furnished to Mortgagee by or on behalf of Mortgagor or any guarantor of the Note to induce Mortgagee to loan the money evidenced by the Note proves to have been inaccurate or false in any material respect when made; or

        (h)  any breach, default, event of default or failure of performance (however denominated) under the Note or any of the other Loan Documents and the expiration of any applicable cure period without the same having been cured; or

        (i)    Mortgagor shall be in default of, or in violation of, beyond any applicable grace period, any conditions, covenants or restrictions which benefit or burden the Premises.

If, while any insurance proceeds or condemnation awards are being held by Mortgagee to reimburse Mortgagor for the cost of rebuilding or restoration of buildings or improvements on the Premises, Mortgagee shall accelerate the Indebtedness, then and in such event, the Mortgagee shall be entitled to apply all such insurance proceeds and condemnation awards then held by it in reduction of the Indebtedness and any excess held by it over the amount of Indebtedness then due hereunder shall be returned to Mortgagor or any other party entitled thereto without interest.

        16.    Remedies.

        (a)    Primary Remedies.    If an Event of Default shall occur, Mortgagee may: declare the Indebtedness to be and the same shall be, immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived and without regard to the value of the Property held as security for the Indebtedness or the solvency of any person liable for the payment of such Indebtedness; and/or exercise any other right, power or remedy available to it at law or in equity, hereunder or under any other Loan Document without demand, protest or notice of any kind, all of which are hereby expressly waived, except such as is expressly required hereby or by such other Loan Document. Without limiting the generality of the foregoing, Mortgagee may:

          (i)  enter and take possession of the Premises or any part thereof, exclude Mortgagor and all persons claiming under Mortgagor wholly or partly therefrom, and operate, use, manage and control the same, or cause the same to be operated by a person selected by Mortgagee, either in the name of Mortgagor or otherwise, and upon such entry, from time to time, at the expense of Mortgagor and of the Premises, make all such repairs, replacements, alterations, additions or

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improvements thereto as Mortgagee may deem proper, and to lease the Premises or any part thereof at such rental and to such persons as it may deem proper and collect and receive the rents, revenues, issues, profits, royalties, income and benefits thereof including, without limitation, those past due and those thereafter accruing, with the right of Mortgagee to terminate, cancel or otherwise enforce any Lease or sublease for any default that would entitle Mortgagor to terminate, cancel or enforce same and apply the same to the payment of all expenses which Mortgagee may be authorized to incur under the provisions of this Mortgage and applicable laws, the remainder to be applied to the payment, performance and discharge of the Indebtedness in such order as Mortgagee may determine until the same have been paid in full;

        (ii)  institute an action for the foreclosure of this Mortgage and the sale of the Premises pursuant to the judgment or decree of a court of competent jurisdiction;

        (iii)  sell the Premises to the highest bidder or bidders at public auction at a sale or sales held at such place or places and time or times and upon such notice and otherwise in such manner as may be required by law, or in the absence of any such requirement, as Mortgagee may deem appropriate, and from time to time adjourn such sale by announcement at the time and place specified for such sale or for such adjourned sale or sales without further notice except such as may be required by law;

        (iv)  take all action to protect and enforce the rights of Mortgagee under this Mortgage by suit for specific performance of any covenant herein contained, or in aid of the execution of any power herein granted or for the enforcement of any other rights;

        (v)  exercise any or all of the rights and remedies available to a secured party under the UCC, including the right to (A) enter the Premises and take possession of any personal property without demand or notice and without prior judicial hearing or legal proceedings, which Mortgagor hereby expressly waives, (B) require Mortgagor to assemble any personal property, or any portion thereof, and make it available to Mortgagee at a place or places designated by Mortgagee and reasonably convenient to both parties and (C) sell all or any portion of the personal property at public or private sale, without prior notice to Mortgagor except as otherwise required by law (and if notice is required by law, after ten days' prior written notice), at such place or places and at such time or times and in such manner and upon such terms, whether for cash or on credit, as Mortgagee in its sole discretion may determine. As to any property subject to Article 9 of the UCC included in the Premises, Mortgagee may proceed under the UCC or proceed as to both real and personal property in accordance with the provisions of this Mortgage and the rights and remedies that Mortgagee may have at law or in equity, in respect of real property, and treat both the real and personal property included in the Premises as one parcel or package of security. Mortgagor shall have the burden of proving that any such sale pursuant to the UCC was conducted in a commercially unreasonable manner;

        (vi)  terminate any management agreements, contracts, or agents/managers responsible, for the property management of the Premises, if in the sole discretion of Mortgagee such property management is unsatisfactory in any respect;

      (vii)  foreclose this Mortgage, at Mortgagee's option, by judicial or non-judicial foreclosure (to the extent permitted by applicable law), for the entire unpaid amount of the Indebtedness, or only as to the sum past due, with interest and costs without injury to this Mortgage or the displacement or impairment of the remainder of the lien thereof, and at such foreclosure sale the Premises shall be sold subject to all remaining items of the Indebtedness and Mortgagee may again foreclose, in the same manner, as often as there may be any sum past due. In case of sale in any action or proceeding to foreclose this Mortgage, the Mortgagee shall have the right to sell the Premises covered hereby in parts or as an entirety. It is intended hereby to give to the Mortgagee the widest possible discretion permitted by law with respect to all aspects of any such sale or sales.

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      (viii)  if an Event of Default occurs due to the nonpayment of the Indebtedness, or any part thereof, as an alternative to the right of foreclosure for the full Indebtedness after acceleration thereof, Mortgagee shall have the right to institute proceedings, either judicial or non-judicial, at Mortgagee's option, for partial foreclosure with respect to the portion of said Indebtedness so in default, as if under a full foreclosure, and without declaring the entire Indebtedness due (such proceedings being hereinafter referred to as "Partial Foreclosure"), and provided that if a foreclosure sale is made because of an Event of Default in the payment of a part of the Indebtedness, such sale may be made subject to the continuing lien of this Mortgage for the unmatured part of the Indebtedness; and it is agreed that such sale pursuant to a Partial Foreclosure, if so made, shall not in any manner affect the unmatured part of the Indebtedness, but as to such unmatured part, this Mortgage and the lien thereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this Paragraph. Notwithstanding any Partial Foreclosure, Mortgagee may elect, at any time prior to sale pursuant to such Partial Foreclosure, to discontinue such Partial Foreclosure and to accelerate the Indebtedness by reason of any Event of Default upon which such Partial Foreclosure was predicated or by reason of any other further Event of Default, and proceed with full foreclosure proceedings. It is further agreed that several foreclosures may be made pursuant to Partial Foreclosure without exhausting the right of full or Partial Foreclosure sale for any unmatured part of the Indebtedness, it being the purpose to provide for a Partial Foreclosure sale of the Indebtedness hereby without exhausting the power to foreclose and to sell the Mortgaged Property pursuant to any such Partial Foreclosure for any other part of the Indebtedness, whether matured at the time or subsequently maturing, and without exhausting any right of acceleration and full foreclosure.

        (ix)  In addition to any provision of this Mortgage authorizing Mortgagee to take or be placed in possession of the Premises, or for the appointment of a receiver, Mortgagee shall have the right, in accordance with Section 15-1701 and 15-1702 of the Illinois Mortgage Foreclosure Law, Ill. Rev. Stat. Ch. 110, Section 15-1101 et seq. (as amended from time to time, the "Act"), to be placed in possession of the Premises or at its request to have a receiver appointed, and such receiver, or Mortgagee, if and when placed in possession shall have, in addition to any other powers provided in this Mortgage, all rights, powers, immunities and duties provided for in Section 15-1701 and 15-1702 of the Act.

        (b)    Receiver.    If an Event of Default shall occur, Mortgagee shall be entitled as a matter of right to the appointment of a receiver of the Premises and the rents, revenues, issues, profits, royalties, income and benefits thereof, without notice or demand, and without regard to the adequacy of the security for the Indebtedness, the value of the Premises or the solvency of Mortgagor, either before or after any sale, and, Mortgagee may be appointed as such receiver. Such receiver shall have the power: (i) to collect the rents, issues and profits of the Premises during the pendency of any foreclosure proceedings whether by judicial or non-judicial foreclosure, and, in case of a sale and a deficiency, for such time when Mortgagor, except for the intervention of such receiver, would be entitled to collect such rents, issues and profits, to the maximum time and extent permitted by law; (ii) to extend or modify any then existing Leases and to make new leases, which extensions, modifications and new leases may provide for terms to expire, or for options to leases to extend or renew terms to expire, beyond the maturity date of the Note and beyond the date of the issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such leases, and the options or other such provisions to be contained therein, shall be binding upon Mortgagor and all persons whose interests in the Premises are subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any redemption from sale, discharge of the secured obligations, satisfaction of any foreclosure decree, or issuance of any certificate of sale or deed to any purchaser; and (iii) all other powers which may be necessary or are usual in such case for the protection, possession, control, management, and operation of the Premises during the whole of said

14

period. The court from time to time may authorize the receiver to apply the net income in the receiver's hands in payment in whole or in part of: (i) the Indebtedness and all obligations hereunder, or by any decree foreclosing this Mortgage, or in accordance with applicable non-judicial foreclosure provisions, any tax, special assessment or other lien which may be or become superior to the lien hereof or of such decree; and (ii) if this is a leasehold mortgage, all rents due or which may become due under the underlying lease.

        (c)    Sales by Parcels.    In any sale made under or by virtue of this Mortgage or pursuant to any judgment or decree of court, the Premises may be sold in one or more parts or parcels or as an entirety and in such order as Mortgagee may elect, without regard to the right of Mortgagor, or any person claiming under it, to the marshaling of assets. To the full extent permitted by law, Mortgagor waives the marshaling of assets.

        (d)    Effect of Sale.    The purchaser at any sale made under or by virtue of this Mortgage or pursuant to any judgment or decree of court shall take title to the Premises or the part thereof so sold free and discharged of the estate of Mortgagor therein, the purchaser being hereby discharged from all liability to see to the application of the purchase money. Any person, including Mortgagee, may purchase at any such sale. Mortgagee is hereby irrevocably appointed the attorney-in-fact of Mortgagor in its name and stead to make all appropriate transfers and deliveries of the Premises or any portions thereof so sold and, for this purpose, Mortgagee may execute all appropriate instruments of transfer, and may substitute one or more persons with like power, Mortgagor hereby ratifying and confirming all that its said attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, promptly upon Mortgagees written request, Mortgagor shall ratify and confirm, or cause to be ratified and confirmed, any such sale or sales by executing and delivering, or by causing to be executed and delivered, to Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of Mortgagee, for the purpose, and as may be designated, in such request. Any sale or sales made under or by virtue of this Mortgage, to the extent not prohibited by law, shall operate to divest all the estate, right, title, interest, property, claim and demand whatsoever, whether at law or in equity, of Mortgagor in, to and under the Premises, or any portions thereof so sold, and shall be a perpetual bar both at law and in equity against Mortgagor, its successors and assigns, and against any and all persons claiming or who may claim the same, or any part thereof, by, through or under Mortgagor, or its successors or assigns. The powers and agency herein granted are coupled with an interest and are irrevocable.

        (e)    Eviction of Mortgagor After Sale.    If Mortgagor fails or refuses to surrender possession of the Premises after any sale thereof, Mortgagor shall be deemed a tenant at sufferance, subject to eviction by means of forcible entry and detainer proceedings, provided, that this remedy is not exclusive or in derogation of any other right or remedy available to Mortgagee or any purchaser of the Premises under any provision of this Mortgage or pursuant to any judgment or decree of court.

        (f)    Insurance Policies.    In the event of a foreclosure sale pursuant to this Mortgage or other transfer of title or assignment of the Premises in extinguishment, in whole or in part, of the Indebtedness, all right, title and interest of Mortgagor in and to all policies of insurance required under the provisions of this Mortgage shall inure to the benefit of and pass to the successor in interest of Mortgagor or the purchaser or grantee of the Premises or any part thereof so transferred.

        (g)    Foreclosure; Expense of Litigation.    When the Indebtedness hereby secured, or any part thereof shall become due, whether by acceleration or otherwise, Mortgagee shall have the right to foreclose the lien hereof for such Indebtedness or part thereof. In any suit to foreclose the lien hereof, there shall be allowed and included as additional Indebtedness in the decree for sale all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for reasonable attorneys' fees, appraiser's fees, actual costs of environmental reviews or audits, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimated as to

15

items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurances with respect to the title as Mortgagee may deem reasonably necessary either to prosecute such action or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to or the value of the Premises. All expenditures and expenses of the nature in this Paragraph mentioned and such expenses and fees as may be incurred in the protection of the Premises and the maintenance of the lien of this Mortgage, including the reasonable fees of any attorneys employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Note or the Premises, including appellate, probate and bankruptcy proceedings, or in preparations for the commencement or defense of any proceedings or threatened suit or proceeding shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate of interest as set forth in the Note and shall be secured by this Mortgage.

        17.    Application of Proceeds.    The proceeds of any sale made either under the power of sale hereby given or under a judgment, order or decree made in any action to foreclose or to enforce this Mortgage, shall be applied:

        (a)  first to the payment of (i) all costs and expenses of such sale, including reasonable attorneys' fees, environmental site assessors fees and costs, appraisers' fees and costs of procuring title searches, title insurance policies and similar items and (ii) all charges, expenses and advances incurred or made by Mortgagee in order to protect the lien or estate created by this Mortgage or the security afforded hereby including any expenses of entering, taking possession of and operating the Premises;

        (b)  then to the payment of any other Indebtedness in such order as Mortgagee may determine until the same have been paid in full; and

        (c)  any balance thereof shall be paid to Mortgagor, or to whosoever shall be legally entitled thereto, or as a court of competent jurisdiction may direct.

        18.    Rights and Remedies Cumulative.    Each right, power and remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power or remedy, express or implied, given now or hereafter existing, at law or in equity, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by Mortgagee, and the exercise or the beginning of the exercise of one right, power or remedy shall not be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy and no delay or omission of Mortgagee in the exercise of any right, power or remedy accruing hereunder or arising otherwise shall impair any such right, power or remedy, or be construed to be a waiver of any Event of Default or acquiescence therein.

        19.    Mortgagee's Right of Inspection.    Mortgagee shall, upon reasonable notice to Mortgagor, have the right to inspect the Premises at all reasonable times but not more than twice a year for any portion of the Premises and access thereto shall be permitted for that purpose.

        20.    Condemnation.    The Mortgagee may, at its option, in its own name (a) appear or proceed in any condemnation proceeding, and (b) make any compromise or settlement thereof, provided that so long as the Mortgagor promptly prosecutes any compromise or settlement thereof, the Mortgagor shall control any compromise or settlement proceeding with the result thereof being subject to the Mortgagee's approval. The Mortgagor shall give the Mortgagee immediate notice of the initiation of any condemnation proceeding, and a copy of every pleading, notice and other items served in any condemnation proceeding. Mortgagor hereby assigns, transfers and sets over unto the Mortgagee the entire proceeds of any award or any claim for damages for any of the Premises taken or damaged under the power of eminent domain or by condemnation. Mortgagee may elect to apply the proceeds of the award upon or in reduction of the Indebtedness, whether due or not, or make said proceeds available for restoration or rebuilding of the Premises. In the event that Mortgagee elects, in Mortgagee's sole and absolute discretion, to make said proceeds available to reimburse Mortgagor for

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the cost of the rebuilding or restoration of the Improvements, such proceeds shall be made available in the manner and under the conditions that Mortgagee may require. In any event, the Improvements shall be restored or rebuilt in accordance with plans and specifications to be submitted to and approved by Mortgagee prior to commencement of any building or restoration. If the proceeds are made available by Mortgagee to reimburse Mortgagor for the cost of said rebuilding or restoration, any surplus which may remain out of said award after payment of such cost of rebuilding or restoration shall at the option of Mortgagee be applied on account of the Indebtedness or be paid to any party entitled thereto. No interest shall be allowed to Mortgagor on the proceeds of any award held by the Mortgagee.

        21.    Release Upon Payment and Discharge of Mortgagor's Obligations.    Mortgagee shall release this Mortgage and the lien and interest hereof by proper instrument upon payment and discharge of all Indebtedness including any prepayment premium provided for herein or in the Note secured hereby.

        22.    Giving of Notice.    (a) All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices"), shall be in writing and shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices.

        (b)  All Notices shall be deemed given and effective upon the earlier to occur of: (i) the hand delivery of such Notice to the address for Notices; (ii) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (iii) three business days after depositing the Notice in the United States mail as set forth in (a)(iii) above. All Notices shall be addressed to the following addresses:

Mortgagor:	Great Lakes REIT, L.P. c/o Great Lakes REIT 823 Commerce Drive, Suite 300 Oak Brook, Illinois 60523 Attention:    Chief Financial Officer
With a copy to:	Holland & Knight LLC 500 West Madison, 40th Floor Chicago, Illinois 60661-2511 Attention:    Francis L. Keldermans, Esq.
Mortgagee:	Equitable Life Insurance Company of Iowa, and Security Life of Denver Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia, 30327-4349 Attention:    Mortgage Loan Servicing Department
	and
	ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia, 30327-4349 Attention:    Real Estate Law Department
With a copy to:	Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor 191 Peachtree Street N.E. Atlanta, Georgia 30303-1736 Attention:    John R. Parks, Esq.

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or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice. Provided, that the "copy to" Notice to be given as set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a Notice constitute a failure to give Notice to the principal party.

        23.    Waiver of Defense.    No action for the enforcement of the lien or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing same in an action at law or in equity upon the Note hereby secured.

        24.    Waiver of Statutory Rights.    Mortgagor shall not, and will not, apply for or avail itself of any homestead, appraisement, valuation, stay, extension or exemption laws, or any so-called "Moratorium Laws", now existing or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but to the extent lawfully allowed hereby waives the benefit of such laws. Mortgagor, for itself and all who may claim through or under it, waives any and all right to have the property and estates comprising the Premises marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Premises sold as an entirety. To the extent permitted by law, Mortgagor does hereby expressly waive any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, the trust estate and all persons beneficially interested therein and each and every person, acquiring any interest in or title to the Premises subsequent to the date of this Mortgage.

        25.    Furnishing of Financial Statements to Mortgagee.    (a) Mortgagor covenants and agrees that it will keep and maintain books and records of account, or cause books and records of account to be kept and maintained in which full, true and correct entries shall be made of all dealings and transactions relative to the Premises, which books and records of account shall, at reasonable times during business hours and on reasonable notice, be open to inspection by Mortgagee and Mortgagee's accountants and other duly authorized representatives. Such books of record and account shall be kept and maintained either:

(i)

In accordance with generally accepted accounting principles consistently applied; or



(ii)

In accordance with a cash basis or other recognized comprehensive basis of accounting consistently applied.

        (b)  Mortgagor covenants and agrees to furnish, or cause to be furnished to Mortgagee, annually, within ninety (90) days following the end of each fiscal year of Mortgagor a copy of a report of the operations of the Premises, including a balance sheet and supporting schedules and containing a detailed statement of income and expenses and a current rent roll of the Premises. Mortgagor shall simultaneously deliver to Mortgagee a financial statement of Mortgagor, and each of its general partners if Mortgagor is a partnership, prepared in accordance with the accounting requirements set forth above, certified by Mortgagor, or chief financial officer or managing general partner of any corporate, limited liability company or partnership Mortgagor. Each report or statement shall be certified as correct by the appropriate party.

        (c)  If Mortgagor omits to deliver as required any report or statement required by this Paragraph 25, and said omission is not cured by Mortgagor within thirty (30) days after written notice of such omission has been given by Mortgagee to Mortgagor, Mortgagee may elect, in addition to exercising any remedy for an Event of Default as provided for in this Mortgage, to make an audit of all books and records of Mortgagor including its bank accounts which in any way pertain to the Premises and to prepare the statement or statements which Mortgagor failed to procure and deliver. Such audit shall be made and such statement or statements shall be prepared by an independent certified public accountant to be selected by Mortgagee. Mortgagor shall pay all reasonable expenses of the audit and other services, which expenses shall be secured hereby as additional Indebtedness and shall be

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immediately due and payable with interest thereon at the Default Rate of interest as set forth in the Note and shall be secured by this Mortgage.

        26.    Filing and Recording Fees.    Mortgagor will pay all filing, registration or recording fees and all reasonable expenses incident to the execution and acknowledgment of this Mortgage and all federal, state, county and municipal taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of said Note and this Mortgage.

        27.    Business Purpose.    Mortgagor represents, covenants and agrees that all of the proceeds of the Note secured by this Mortgage will be used solely for business purposes and in furtherance of the regular business affairs of Mortgagor.

        28.    Exculpatory.    The liability of the Mortgagor personally to pay the Note or any interest that may accrue thereon, or any Indebtedness or obligation accruing or arising hereunder is limited to the extent set forth in the Note.

        29.    Security Agreement.    Mortgagor and Mortgagee agree that this Mortgage shall constitute a security agreement within the meaning of the UCC with respect to all sums on deposit with the Mortgagee with respect to insurance proceeds or condemnation proceeds ("Deposits") and with respect to any personal property and fixtures included in the definition herein of the word "Premises", which property may not be deemed to form a part of the real estate described in Exhibit "A" or may not constitute a "fixture" within the meaning of the UCC, and all replacements of such property, substitutions and additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to as the "Collateral", and that a security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Mortgagor's right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days' notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys' fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the security interest created hereby, and so that the security interest of Mortgagee shall be first in priority, it being expressly understood and agreed that all replacements of the Collateral and any additions to the Collateral shall be and become immediately subject to the security interest of this Mortgage and covered hereby. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Mortgagor shall, upon demand execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and will do all such acts and things as Mortgagee may at anytime, or from time to time, reasonably request or as may be necessary or appropriate to establish and maintain a first perfected security interest in the

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Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others.

        This Mortgage also constitutes a financing statement for the purpose of the UCC and shall constitute a "fixture filing" under such statutes and shall be filed in the real estate records of the County in which the Land is located. For such purpose the name and address of the debtor and the secured party are as set forth below:

Name of Debtor:	Great Lakes REIT, L.P.
Debtor's Mailing Address:	Great Lakes REIT, L.P. c/o Great Lakes REIT 823 Commerce Drive Suite 300 Chicago, Illinois 60523 Attention: Chief Financial Office
Debtor's Taxpayer Identification Number:	36-4112344
Address of Property:	See Schedule II attached hereto.
Name of Secured Party:	Equitable Life Insurance Company of Iowa, and Security Life of Denver Insurance Company
Address of Secured Party:	Equitable Life Insurance Company of Iowa, and Security Life of Denver Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, NW, Suite 300 Atlanta, Georgia 30327-4349 Attention: Real Estate Law Department

This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to become fixtures on the real property described in this Mortgage. Mortgagor is the record owner of the real property described herein upon which the foregoing fixtures and other items and types of property are located.

        30.    Due on Sale or Further Encumbrance.    (a) If, without the Mortgagee's prior written consent, (i) the Premises or any part thereof or any interest in the Premises or the Mortgagor is sold or conveyed; (ii) title to the Premises or any interest therein is divested; (iii) the Premises or any ownership interest in the Mortgagor is further encumbered or pledged; (iv) any lease which gives the lessee any option to purchase the Premises or any part thereof is entered into, or, (v) without limiting the generality of clause (i) above, the ownership of shares of the Mortgagor, if a corporation, or of any corporate general partner of Mortgagor, if a partnership, or the general partnership interests in any partnership which is a general partner of Mortgagor, or any membership interest in a Mortgagor which is a limited liability company, or any beneficial or fiduciary interest in any Mortgagor which is a trust or trustee, is sold or conveyed, the Mortgagee shall at its sole discretion be entitled to accelerate the Indebtedness and declare the then unpaid principal balance and all accrued interests and other sums due and payable under the Note due and payable and exercise all remedies available to Mortgagee under the Loan Documents. The Mortgagor understands that the present ownership of the Premises and Improvements will be a material inducement to Mortgagee in the making of the loan secured by this mortgage. Any consent by Mortgagee to a change in ownership or to a change in the composition of the Mortgagor may be conditioned upon payment of a transfer fee equal to one percent (1%) of the then outstanding Indebtedness for processing such request for consent, upon an increase in the rate of interest on the unpaid balance of the Indebtedness to a then-current market rate, and/or other terms and conditions as Mortgagee may impose in its sole discretion.

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        (b)  Notwithstanding the foregoing subparagraph (a), Mortgagee will permit one transfer of the Premises, provided: (i) the transferee has a financial and credit standing and management expertise acceptable to Mortgagee as equal to or greater than that of Mortgagor; (ii) assumption documents in form and substance satisfactory to Mortgagee are executed by the transferee; (iii) Mortgagee is paid a transfer fee equal to one percent (1%) of the then outstanding indebtedness, or one half percent (0.5%) of the then outstanding indebtedness if the transfer is part of a merger of all of the assets of Mortgagor with another entity, (iv) Mortgagor reimburses Mortgagee all fees and expenses associated with the transfer including legal fees; (v) Mortgagee receives an endorsement to the Mortgagees title policy, in form and substance acceptable to Mortgagee; and (vi) at Mortgagee's option, Mortgagee receives opinions of counsel, and Mortgagor and transferee authorization documents, in form and substance acceptable to Mortgagee. Further, Mortgagee, in its sole judgement and discretion, may require individuals specifically named by Mortgagee to deliver to Mortgagee an Environmental Indemnification Agreement on Mortgagees standard form. The rights granted to Mortgagor in this subparagraph (b) are personal to Mortgagor, shall be extinguished after the exercise thereof, and shall not inure to the benefit of any subsequent transferee. Such transfer and assumption will not, however, release the Mortgagor or any guarantors from any liability to the Mortgagee without the prior written consent of Mortgagee, which consent may be given or withheld in Mortgagees sole discretion, but if given, may be conditioned upon, without limitation, the execution of new guaranties from principals of the transferee as Mortgagee deems necessary, execution by the principals of the transferee of Mortgagees standard Environmental Indemnification Agreement and such other requirements as Mortgagee may deem appropriate in its discretion.

        Notwithstanding any provision to the contrary herein, the limited partnership interests of Mortgagor may be transferred or new partnership interests sold so long as Mortgagor remains under the management and control of Great Lakes REIT, a Maryland real estate investment trust.

        31.    Environmental Matters; Notice; Indemnity.    Mortgagor covenants and agrees as follows:

(a)

For purposes of this Mortgage, the following definitions shall apply:

          (i)  The term "Environmental Law" means and includes any federal, state or local law, statute, regulation or ordinance pertaining to health, industrial hygiene or the environmental or ecological conditions on, under or about the Premises, including without limitation each of the following (and their respective successor provisions): the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. sections 9601 et seq. ("CERCLA"); the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. sections 6901 et seq. ("RCRA"); the Federal Hazardous Materials Transportation Act, as amended, 49 U.S.C. sections 1801 et seq.; the Toxic Substance Control Act, as amended, 15 U.S.C. sections 2601 et seq.; the Clean Air Act, as amended, 42 U.S.C. sections 1857 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. sections 1251 et seq.; and the rules, regulations and ordinances of the U.S. Environmental Protection Agency and of all other federal, state, county and municipal agencies, boards, commissions and other governmental bodies and officers having jurisdiction over the Premises or the use or operation of the Premises.

        (ii)  The term "Hazardous Substance" means and includes: (1) those substances included within the definitions of "hazardous substances", "hazardous materials", "hazardous waste", "pollutants", "toxic substances" or "solid waste" in any Environmental Law; (2) those substances listed in the U.S. Department of Transportation Table or amendments thereto (49 CFR 172.101) or by the U.S. Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and any amendments thereto); (3) those other substances, materials and wastes which are or become, regulated under any applicable federal, state or local law, regulation or ordinance or by any federal, state or local governmental

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agency, board, commission or other governmental body, or which are or become classified as hazardous or toxic by any such law, regulation or ordinance; and (4) any material, waste or substance which is any of the following: (A) asbestos; (B) polychlorinated biphenyl; (C) designated or listed as a "hazardous substance" pursuant to section 311 or section 307 of the Clean Water Act (33 U.S.C. sections 1251 et seq.); (D) explosive; (E) radioactive; (F) a petroleum product; or (G) infectious waste. Notwithstanding anything to the contrary herein, the term "Hazardous Substance" shall not include commercially sold products otherwise within the definition of the term "Hazardous Substance", but (X) which are used or disposed of by Mortgagor or used or sold by tenants of the Premises in the ordinary course of their respective businesses, (Y) the presence of which product is not prohibited by applicable Environmental Law, and (Z) the use and disposal of which are in all respects in accordance with applicable Environmental Law.

        (iii)  The term "Enforcement or Remedial Action" means and includes any action taken by any person or entity in an attempt or asserted attempt to enforce, to achieve compliance with, or to collect or impose assessments, penalties, fines, or other sanctions provided by, any Environmental Law.

        (iv)  The term "Environmental Liability" means and includes any claim, demand, obligation, cause of action, accusation, allegation, order, violation, damage (including consequential damage), injury, judgment, assessment, penalty, fine, cost of Enforcement or Remedial Action, or any other cost or expense whatsoever, including actual, reasonable attorneys' fees and disbursements, resulting from or arising out of the violation or alleged violation of any Environmental Law, any Enforcement or Remedial Action, or any alleged exposure of any person or property to any Hazardous Substance.

        (b)  Mortgagor, its successors and assigns, after reasonable inquiry, covenants, warrants and represents that to its knowledge, and except as may be disclosed in environmental appraisals and reports previously provided to Lender,

          (i)  No Hazardous Substances have been or shall be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape or migrate, or shall threaten to be injected, emptied, poured, leached, or spilled on or from the Premises.

        (ii)  No asbestos or asbestos-containing materials have been or will be installed, used, incorporated into, placed on, or disposed of on the Premises.

        (iii)  No polychlorinated biphenyls ("PCBs") are or will be located on or in the Premises, in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or any other device.

        (iv)  No underground storage tanks are or will be located on the Premises or were located on the Premises and subsequently removed or filled.

        (v)  No investigation, administrative order, consent order and agreement, litigation, settlement, lien or encumbrance with respect to Hazardous Substances is proposed, threatened, anticipated or in existence with respect to the Premises.

        (vi)  The Premises and Mortgagor's operations at the Premises are in compliance with all applicable Environmental Laws including without limitation, any state and local statutes, laws and regulations. No notice has been served on Mortgagor, or any subsidiary of Mortgagor, from any entity, government body, or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, or demanding payment or contribution for environmental damage or injury to natural resources.

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Copies of any such notices received subsequent to the date hereof shall be forwarded to Mortgagee within three (3) days of their receipt.

      (vii)  The Mortgagor has no knowledge of the release or threat of release of any Hazardous Substances from any property adjoining or in the immediate vicinity of the Premises.

      (viii)  No portion of the Premises is a wetland or other water of the United States subject to jurisdiction under Section 404 of the Clean Water Act (33 U.S.C. §1344) or any comparable state statute or local ordinance or regulation defining or protecting wetlands or other special aquatic areas.

        (ix)  There are no concentrations of radon or other radioactive gases or materials in any buildings or structures on the Premises that exceed background ambient air levels.

        (x)  To the best of Mortgagor's knowledge, there have been no complaints of illness or sickness alleged to result from environmental conditions inside any buildings or structures on the Premises.

        (c)  Mortgagor will give prompt written notice to Mortgagee of:

          (i)  any proceeding, known investigation or inquiry commenced by any governmental authority with respect to the presence of any Hazardous Substance on, under or about the Premises or the migration thereof to or from adjoining property;

        (ii)  all claims made or threatened by any individual or entity against Mortgagor or the Premises relating to any loss or injury allegedly resulting from any Hazardous Substance; and

        (iii)  the discovery by Mortgagor of any occurrence or condition on any real property adjoining or in the vicinity of the Premises which might cause the Premises or any part thereof to be subject to any restriction on the ownership, occupancy, transferability or use of the Premises under any Environmental Law.

        (d)  Mortgagee shall have the right and privilege to: (i) join in and participate in, as a party if it so elects, any one or more legal proceedings or actions initiated with respect to the Premises; and to (ii) have all costs and expenses thereof (including without limitation Mortgagee's reasonable attorneys' fees and costs) paid by Mortgagor.

        (e)  Mortgagor agrees to protect, defend, indemnify and hold harmless Mortgagee, its directors, officers, employees, agents, contractors, sub-contractors, licensees, invitees, participants, successors and assigns, from and against any Environmental Liability and any and all claims, demands, judgments, settlements, damages, actions, causes of action, injuries, administrative orders, consent agreements and orders, liabilities, losses, penalties, costs, including but not limited to any cleanup costs, remediation costs and response costs, and all expenses of any kind whatsoever including reasonable attorneys' fees and expenses, including but not limited to those arising out of loss of life, injury to persons, property or business or damage to natural resources in connection with the activities of Mortgagor, its predecessors in interest, or parties in a contractual relationship with Mortgagor, the foregoing being collectively referred to as "Claims", which:

          (i)  arise out of the actual, alleged or threatened migration, spill, leaching, pouring, emptying, injection, discharge, dispersal, release, storage, treatment, generation, disposal or escape of any Hazardous Substances onto or from the Premises; or

        (ii)  actually or allegedly arise out of, in connection with the Premises, the use, specification or inclusion of any product, material or process containing Hazardous Substances, the failure to detect the existence or proportion of Hazardous Substances in the soil, air, surface water or ground water, or the performance of or failure to perform the

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abatement of any Hazardous Substances source or the replacement or removal of any soil, water, surface water or ground water containing any Hazardous Substances; or

        (iii)  arise out of the breach of any covenant, warranty or representation contained in any statement or other information given by Mortgagor to Mortgagee relating to environmental matters; or

        (iv)  arise out of any Enforcement or Remedial Action or any judicial or administrative action brought pursuant to any Environmental Law.

        Mortgagor, its successors and assigns, shall bear, pay and discharge when and as the same become due and payable, any and all such judgments or claims for damages, penalties or otherwise against Mortgagee described in this subparagraph (e), shall hold Mortgagee harmless for those judgments or claims, and shall assume the burden and expense of defending all suits, administrative proceedings, and negotiations of any description with any and all persons, political subdivisions or government agencies arising out of any of the occurrences set forth in this subparagraph (e).

        Mortgagor's indemnifications and representations made herein shall survive any termination or expiration of the documents evidencing or securing the Loan and/or the repayment of the indebtedness evidenced by the Note, including, but not limited to, any foreclosure on this Mortgage or acceptance of a deed in lieu of foreclosure. Without limiting the generality of the foregoing, Mortgagor's indemnifications and representations shall not extend to Hazardous Substances which first originate on the Premises subsequent to Mortgagee's succession to title by virtue of a foreclosure or acceptance of a deed in lieu of foreclosure.

        (f)    If any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (the "Remedial Work") is necessary, but in the case of an operation and maintenance program or similar monitoring or preventative programs only, is reasonably desirable, both as determined by an independent environmental consultant selected by Mortgagee under any applicable federal, state or local law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any governmental person, board, commission or agency, because of or in connection with the current or future presence, suspected presence, release or suspected release of a Hazardous Substance into the air, soil, groundwater, or surface water at, on, about, under or within the Premises or any portion thereof, Mortgagor shall within thirty (30) days after written demand by Mortgagee for the performance (or within such shorter time as may be required under applicable law, regulation, ordinance, order or agreement), commence and thereafter diligently prosecute to completion all such Remedial Work to the extent required by law. All Remedial Work shall be performed by contractors approved in advance by Mortgagee (which approval in each case shall not be unreasonably withheld or delayed) and under the supervision of a consulting engineer approved in advance by Mortgagee. All costs and expenses of such Remedial Work (including without limitation the reasonable fees and expenses of Mortgagee's counsel) incurred in connection with monitoring or review of the Remedial Work shall be paid by Mortgagor. If Mortgagor shall fail or neglect to timely commence or cause to be commenced, or shall fail to diligently prosecute to completion, such Remedial Work, Mortgagee may (but shall not be required to) cause such Remedial Work to be performed; and all costs and expenses thereof, or incurred in connection therewith (including, without limitation, the reasonable fees and expenses of Mortgagee's counsel), shall be paid by Mortgagor to Mortgagee forthwith after demand and shall be a part of the Indebtedness.

        32.    Captions.    The captions or headings preceding the text of the paragraphs or subparagraphs of this Mortgage are inserted only for convenience of reference and shall not constitute a part of this Mortgage, nor shall they in any way affect its meaning, construction or effect.

        33.    No Waiver; Modifications in Writing.    No failure or delay on the part of Mortgagee in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single

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or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. No amendment, modification, supplement, termination or waiver of or to any provision of this Mortgage, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of the party to be charged with the enforcement thereof. Any amendment, modification or supplement of or to any provision of this Mortgage, any waiver of any provision of this Mortgage, and any consent to any departure from the terms of any provision of this Mortgage, shall be effective only in the specific instance and for the specific purpose for which made or given.

        34.    Relationship.    Mortgagee is only a lender under the Loan Documents, and nothing contained in this Mortgage or the other Loan Documents and no action taken by the parties pursuant hereto shall be deemed to constitute the Mortgagee and any other of the parties to any of the Loan Documents a partnership, an association, a joint venture or other entity, nor constitute Mortgagee as a fiduciary for any of the parties.

        35.    Governing Law.    This Mortgage shall be governed by the laws (excluding conflicts of laws rules) of the State of Illinois.

        36.    Time of Essence.    Time is of the essence in the performance by the parties of this Mortgage.

        37.    Construction.    Mortgagor has been represented by its own counsel in this transaction, and this Mortgage shall not be construed more strongly against any party regardless of who was more responsible for its preparation.

        38.    Gender; Number; Terms.    Words and phrases herein shall be construed as in the singular or plural number and as masculine, feminine or neuter gender, according to the context. The use of the words "herein," "hereof," "hereunder" and other similar compounds of the word "here" shall refer to this entire Mortgage and not to any particular section, paragraph or provision. The term "person" and words importing persons as used in this Mortgage shall include firms, associations, partnerships (including limited partnerships), joint ventures, trusts, corporations, limited liability companies, and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons.

        39.    Integration.    This Mortgage, together with the other Loan Documents and the certain Environmental Indemnification Agreement executed by Mortgagor, constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and thereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof and thereof.

        40.    General Indemnification.    (a) Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (defined below) from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ii) any use, nonuse or condition in, on or about the Premises or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof; (iv) any failure of the Premises to be in compliance with any applicable laws; (v) any and all claims, demands or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (vi) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan evidenced by the Note and secured by this Mortgage. Any amounts

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payable to Mortgagee by reason of the application of this Paragraph shall become immediately due and payable and shall bear interest at the Default Rate (as defined in the Note) from the date loss or damage is sustained by Mortgagee until paid. The term "Losses" shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to attorneys' fees and other costs of defense). The term "Indemnified Parties" shall mean (i) Mortgagee, (ii) any prior owner or holder of the Note, (iii) any servicer or prior servicer of the Loan, (iv) any participant or any prior participant in any portion of the Loan, (v) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any participant or other third party, (vi) any receiver or other fiduciary appointed in a foreclosure or other collection proceeding, (vii) any officers, directors, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates or subsidiaries of any and all of the foregoing, and (viii) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation, any successors by merger, consolidation or acquisition of all or a substantial portion of the Indemnified Parties' assets and business), in all cases whether during the term of the Loan or as part of or following a foreclosure of the Loan. Notwithstanding anything in this Paragraph 40 to the contrary, Mortgagor shall not be responsible for the gross negligence or willful misconduct of any of the Indemnified Parties.

        (b)  Upon written request by any Indemnified Party, Mortgagor shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of the Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding. Upon demand, Mortgagor shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

        (c)  Mortgagor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of this Mortgage, the Note or any of the other Loan Documents.

        41.    Miscellaneous.

        (a)  This Mortgage and all provisions hereof shall extend to and be binding upon Mortgagor and its heirs, successors, grantees and assigns, any subsequent owner or owners of the Premises and all persons claiming under or through Mortgagor (but this clause shall not be construed as constituting the consent by Mortgagee to the transfer of any interest in the Premises), and the word "Mortgagor" when used herein shall include any such person and all persons liable for the payment of the Indebtedness or any part thereof, whether or not such persons shall have executed said Note or this Mortgage. The word "Mortgagee", when used herein, shall include the successors and assigns of Mortgagee, and the holder or holders, from time to time, of the Note secured hereby. In addition, in the event Mortgagor is a land trust or similar entity, the term "Mortgagor" as used herein shall include the beneficiary or beneficiaries of such land trust or similar entity.

        (b)  In the event one or more of the provisions contained in this Mortgage or the Note secured hereby, or in any other security documents given to secure the payment of the Note secured hereby, shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall, at the option of Mortgagee, not affect any other provision of this

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Mortgage, and this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

        (c)  The Mortgagor will, from time to time, upon ten (10) business days' prior written request from Mortgagee, make, execute, acknowledge and deliver to Mortgagee such supplemental mortgages, certificates and other documents, including without limitation UCC financing statements, as may be necessary for better assuring and confirming unto Mortgagee any of the Premises, or for more particularly identifying and describing the Premises, or to preserve or protect the priority of this Mortgage lien, and generally do and perform such other acts and things and execute and deliver such other instruments and documents as may reasonably be deemed necessary or advisable by Mortgagee to carry out the intentions of this Mortgage.

        (d)  Mortgagor shall not by act or omission permit any building or other improvement on any premises not subject to the lien of this Mortgage to rely on the Premises or any part thereof or any interest therein to fulfill any municipal or governmental requirement, and Mortgagor hereby assigns to Mortgagee any and all rights to give consent for all or any portion of the Premises or any interest therein to be so used. Similarly, no building or other Improvement on the Premises shall rely on any premises not subject to the lien of this Mortgage or any interest therein to fulfill any governmental or municipal requirement. Mortgagor shall not by act or omission impair the integrity of the Premises as a single zoning lot separate and apart from all other premises. Any act or omission by Mortgagor which would result in a violation of any of the provisions of this paragraph shall be void.

        (e)  Mortgagor will, from time to time, upon ten (10) business days' prior written request by Mortgagee, execute, acknowledge and deliver to Mortgagee, a certificate stating that this Mortgage is unmodified and in full force and effect (or, if there have been modifications, that this Mortgage is in full force and effect as modified and setting forth such modifications) and stating the principal amount secured hereby and the interest accrued to date on such principal amount. The estoppel certificate from Mortgagor shall also state to the best knowledge of Mortgagor whether any offsets or defenses to the Indebtedness exist and if so shall identify them.

        (f)    The Note secured hereby includes provisions for the assessment of a Late Charge, as defined therein. Said Late Charge shall be secured hereby as Indebtedness, as that term is used herein.

        (g)  Mortgagee shall have the right and option to exercise power of sale or to commence a civil action to foreclose this Mortgage and to obtain a decree of foreclosure. The failure to join any tenant or tenants as party defendant or defendants in any such civil action or the failure of any decree of foreclosure and sale to foreclose their rights shall not be asserted by Mortgagor as a defense in any civil action instituted to collect the Indebtedness, or any part thereof, or any deficiency remaining unpaid after foreclosure and sale of the Premises, any statute or rule of law at any time existing to the contrary notwithstanding.

        (h)  At the option of Mortgagee, this Mortgage shall become, subject and subordinate, in whole or in part (but not with respect to priority of entitlement to insurance proceeds or any award in condemnation) to any one or more, or to all, Leases upon the execution by Mortgagee and recording or registration thereof, at any time hereafter, in the Office of the Recorder in and for the county wherein the Premises are situated, or such other office as determined by Mortgagee, of a unilateral declaration to that effect.

        (i)    In the event that maturity of the Indebtedness is accelerated by Mortgagee because of the occurrence of an Event of Default hereunder and a tender of payment is made by or on behalf of Mortgagor in the amount necessary to satisfy the Indebtedness at any time prior to judicial confirmation or other conclusion if confirmation is not required, of a foreclosure sale or sale under a power of sale, then such tender shall constitute a prepayment under the Note and shall, to the extent specified in the Note, require payment of the prepayment premium provided for in the Note.

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        (j)    All agreements between Mortgagor and Mortgagee (including, without limitation, those contained in this Mortgage and the Note) are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Mortgagee exceed the highest lawful rate of interest permissible under the laws of the State of Illinois. If, from any circumstances whatsoever, fulfillment of any provision hereof or the Note or any other documents securing the Indebtedness at the time performance of such provision shall be due, shall involve the payment of interest exceeding the highest rate of interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under the laws of the State of Illinois; and if for any reason whatsoever Mortgagee shall ever receive as interest an amount which would be deemed unlawful, such interest shall be applied to the payment of the last maturing installment or installments of the principal Indebtedness (whether or not then due and payable) and not to the payment of interest.

        (k)  Mortgagor covenants and agrees that it shall constitute an Event of Default hereunder if any of the proceeds of the loan for which the Note is given will be used, or were used, as the case may be, for the purpose (whether immediate, incidental or ultimate) of "purchasing" or "carrying" any "margin security" as such terms are defined in Regulation G of the Board of Governors of the Federal Reserve System (12 CFR Part 207) or for the purpose of reducing or retiring any indebtedness which was originally incurred for any such purpose.

        (l)    Mortgagor shall exert its best efforts to include a "no lien" provision in any property management agreement hereafter entered into by Mortgagor or its beneficiary with a property manager for the Premises, whereby the property manager waives and releases any and all mechanics' lien rights that he, or anyone claiming through or under such manager, may have. Such property management agreement containing such "no lien" provision or a short form thereof shall, at Mortgagee's request, be recorded in the office of the in and for the County wherein the Premises is situated, or such other office as reasonably requested by Mortgagee.

        42.    Additional Collateral.

        (a)  Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Mortgagor specifically acknowledges and agrees that the Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Mortgagee may realize on sales of other property or any other collateral given as security for the Obligations except as otherwise set forth in this Mortgage. Specifically, and without limitation of the foregoing, it is agreed that it is the intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain.

        (b)  The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the

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Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such documents through one or more additional proceedings, in that state or in any other state, county or country.

        (c)  To the fullest extent permitted by applicable law, Mortgagor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situation elsewhere with respect to the same or any other part of the Premises and the other collateral encumbered by the Loan Documents.

        (d)  To the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Mortgagee may elect.

        43.    ERISA Representations and Warranties.    Mortgagor hereby represents, warrants and agrees that Mortgagor is acting on its own behalf and that it is not an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title 1 of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue code of 1986, as amended (each of the foregoing hereinafter referred to collectively as a "Plan"). Mortgagor represents, warrants and agrees that it is and shall be during the entire term of the Loan, an "operating company" as defined in Department of Labor ("DOL") Regulation Section 2510.3-101(c).

        44.    Waiver of Redemption.    Borrower acknowledges that the Premises does not constitute agricultural real estate, as said term is defined in Section 15-1201 of the Illinois Mortgage Foreclosure Law of the Illinois Revised Statutes (the "Act"), or residential real estate as defined in Section 15-1219 of the Act. Borrower hereby waives any and all rights of redemption from sale under the judgment of foreclosure of this Mortgage on behalf of Mortgagee and on behalf of each and every person acquiring any interest in or title to the Premises of any nature whatsoever, subsequent to the date of this Mortgage. The foregoing waiver of right of redemption is made pursuant to the provisions of Section 15-1601(b) of the Act.

        45.    Future Advances.    This Mortgage is given to secure all existing Indebtedness under this Mortgage and the other Loan Documents, but also future advances, whether such advances are obligatory or to be made at the option of the Mortgagee or otherwise, as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage, although there may be no advance made at the time of execution of this Mortgage and although there may be no Indebtedness outstanding at the time any advance is made. The lien of this Mortgage shall be valid as to all Indebtedness secured hereby, including future advances, from the time of its filing for record in the recorder's office of the county in which the Premises are located. The total amount of Indebtedness may increase or decrease from time to time, but the total principal balance of Indebtedness (including disbursements that the Mortgagee, may, but shall not be obligated to, make under this Mortgage, the Loan Documents, or any other document with respect thereto) at any one time outstanding may be substantially less but shall not exceed THREE

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HUNDRED MILLION NO/100 DOLLARS ($300,000,000.00) plus interest thereon, and any disbursements made for payment of taxes, special assessments, or insurance on the Premises and interest on such disbursements, and all disbursements by Mortgagee pursuant to 735 ILCS 5/15-1302(b)(5) (all such Indebtedness being hereinafter referred to as the maximum amount secured hereby). The Mortgage shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely real estate taxes and assessments levied on the Premises given priority by law.

        46.    Variable Rates of Interest.    The Note may accrue interest at variable rates of interest, as more particularly set forth in the Note.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. MORTGAGOR ACKNOWLEDGES AND AGREES THAT THERE ARE NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT AND NO SUCH OTHER TERMS AND PROVISIONS MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

        Mortgagor acknowledges receipt of a copy of this instrument at the time of execution hereof.

        IN WITNESS WHEREOF, the Mortgagor has executed this instrument the day and year first above written.

GREAT LAKES REIT, L.P., a Delaware limited partnership
By:	Great Lakes REIT, a Maryland real estate investment trust, its general partner
By:	/s/ James Hicks    (SEAL) James Hicks, Treasurer

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ACKNOWLEDGMENT

STATE OF	)
	)	SS:
COUNTY OF	)

        I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgements, James Hicks, who is the Treasurer of Great Lakes REIT, a Maryland real estate investment trust, the general partner of GREAT LAKES REIT, L.P., a Delaware limited partnership (the "Partnership"), on behalf of said Partnership, who is personally known to me or who has produced                        as identification, and who executed the foregoing instrument, and duly acknowledged before me that he executed the same for the purposes therein contained as the act and deed of said Partnership.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the jurisdiction last aforesaid this    day of                        , A.D. 2002.

    Print Name:

NOTARY PUBLIC, State of

MY COMMISSION EXPIRES:

[AFFIX NOTARIAL SEAL]

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EXHIBIT A

LEGAL DESCRIPTION

[The following must appear on each legal description

Tax Parcel Identification No.:

Common Address:

SCHEDULE I

1.

Promissory Note A made to the order of Equitable in the amount of $35,000,000.00 having a maturity date of January 1, 2028.

2.

Promissory Note B made to the order of Equitable in the amount of $40,000,000.00 having a maturity date of January 1, 2028.

3.

Promissory Note C made to the order of Security Life in the amount of $50,000,000.00 having a maturity date of January 1, 2028.

4.

Promissory Note D made to the order of Security Life in the amount of $40,000,000.00 having a maturity date of January 1, 2033.

SCHEDULE II

[LIST OF PROPERTIES]

(1)

191 Waukegan Building, 191 Waukegan Road, Northfield, Cook County, Illinois

(37)

823 Commerce Building, 823 Commerce Drive, Oak Brook, DuPage County, Illinois

(38)

Arlington Business Center, 3455 and 3550 Salt Creek Lane, Arlington Heights, Cook County, Illinois

(39)

Bannockburn Corporate Center, 3000 Lakeside Drive, Bannockburn, Lake County, Illinois

(40)

Centennial Center, 1900 East Golf Road, Schaumburg, Cook County, Illinois

(41)

Highpoint Business Center, 165, 175, and 185 Hansen Court, Wood Dale, DuPage County, Illinois

(42)

Kensington Corporate Center, 1660 Feehanville Drive, Mount Prospect, Cook County, Illinois

(43)

Lisle Office Center, 3030 Warrenville Road, Lisle, DuPage County, Illinois

(44)

One Century Centre, 1750 East Golf Road, Schaumburg, Cook County, Illinois

(45)

1111 Touhy Building, 1111 Touhy Avenue, Des Plaines, Cook County, Illinois

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