CITADEL CENTER

RULES AND REGULATIONS FOR CONSTRUCTION ACTIVITIES

The following Rules and Regulations apply to all Tenants, design professionals, contractors and or subcontractors working in 131 South Dearborn. If a Tenant directly engages a design professional, contractor or subcontractor, it is the Tenant's responsibility to insure that these Rules and Regulations are adhered to. The Landlord, 131 South Dearborn LLC and its agent, Hines Interests Limited Partnership (Building Manager) shall have the right to reject or stop any work that is not in compliance with these Rules and Regulations. Building Manager retains the right to modify or amend these Rules and Regulations without notice at any time.

Documentation

1. All work must be approved in advance by Building Manager. The Tenant or Tenant's Architect/Engineer shall submit two (2) up to date copies to the Office of the Building for review. A minimum of five (5) working days should be allowed for this review.

2. All proposed work that includes partition and/or electrical revisions is required to have MEP drawings prepared by a professional engineer licensed in the State of Illinois. Air balancing for the HVAC systems shall be coordinated with Building Manager and performed by contractors approved by Building Manager. An air balance report shall be approved by the Tenant’s MEP engineer and provided to Building Manager upon completion of the work.

3. Building Permits are required per City of Chicago Code. Copies of Building Permits must be posted at the construction site and supplied to Building Manager prior to commencement of the work.

4. All contractors and/or subcontractors must be approved in advance by Building Manager. The names and telephone numbers of key personnel who are empowered to represent the contractor on all matters (including emergency telephone numbers) shall be submitted to Building Manager prior to the start of work.

5. Prior to starting work, Certificates of Insurance for the contractor and his subcontractors must be submitted to Building Manager. The Certificates of Insurance must be in accordance with the requirements listed at the end of this document.

6. Contractors are required to submit a construction schedule to Building Manager prior to commencement of the work.

7. Upon completion of the work, two (2) as-built drawings approved by the Tenant’s architect and engineer must be submitted to Building Management in the form of digital PDF and hard copy, along with two (2) copies of all equipment operating and maintenance manuals.

8. Tenant contractor shall deliver to Building Management one (1) copy of any and all guarantees and warranties with terms and conditions in accordance with the Tenant’s Lease Agreement and the construction documents.

9. Tenant Contractor shall submit a written statement verifying that no materials containing PCBs, asbestos or any other substances or materials categorized as a known carcinogen or hazardous to human health has been used in the construction of the project.

10. All waivers of lien, affidavits, and invoices must name 131 South Dearborn LLC as the Owner.

General Information

11. All work must comply with City of Chicago Codes and 131 South Dearborn Tenant Design Standards Manual. Contractor is responsible for insuring that all work performed complies with the above requirements. Any questions or concerns regarding the Building Rules and Regulations should be directed to Building Manager.

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12. The Contractor's work shall be scheduled so that in no way conflicts, interferes with or impedes the quiet and peaceful environment of other Tenants and their activities. Any work that is in conflict with the other Tenants will be rescheduled by the Contractor to such dates or times approved by Building Management. Building Management reserves the right to cease the Contractor’s work at any time if such work conflicts with other Tenants’ activities. Tenant business hours are 7:30 AM to 6:00 PM, Monday through Friday.

13. There will be no work in another Tenant's space without obtaining Building Management and the other Tenant's written permission. Work in another Tenant's space shall be performed after hours or at the other Tenant's convenience and must be scheduled with Building Manager 48 hours prior to commencing such work.

14. Tenants reserve the right to request security monitoring during such work that may occur in their space due to construction for a separate tenant. Any costs associated with security requests will be the responsibility of the Tenant performing the work.

15. Parking is not permitted in the loading dock at any time, unless approved by the Building Management. Use of the loading dock facilities is limited during normal business hours; therefore, large deliveries must occur before or after normal business hours and must be scheduled in advance with the Office of the Building.

The loading dock bay dimensions are as follows (from west to east):

Bay 1 and 2: Not available (trash/recycle compactors) Bay 3: Stall 1 - 13’8” height, 16’11” width, 31’0” depth Bay 4: Stall 2 - 13’8” height, 22’11” width, 31’0” depth Bay 5: Stall 3 - 13’8” height, 22’11” width, 31’0” depth Bay 6: Not available (compost trash) Bay 7: Stall 4 - 13’8” height, 30’11” width, 56’0” depth Bay 8: Stall 5 - 13’8” height, 30’11” width, 34’9” depth Bay 9: Stall 6 - 13’8” height, 17’0” width, 39’0” depth

Each loading dock bay is equipped with a lift gate. No parking will be permitted in the loading dock or the alley. Any unattended vehicles will be towed at the vehicle owner’s expense.

Please note that loading dock security officers will not accept any deliveries. Furthermore, please note that no deliveries will be permitted to be stored in the Loading Dock.

Service Elevator Specifications:

Car Door Frame Cab Dimensions Weight Services Floors Location Opening Capacity on Dock S1 4’6”wide, 9 high 5’5”wide, 10’deep, 10’7” high 6,000 lbs ALL LL3-37 West end S2 4’6”wide, 9’high 5’5”wide, 10’deep, 10’7”high 6,000 lbs Lobby, 2-37 West end S3 6’wide, 9’high 7’11”wide, 10’deep, 11’5”high 5,000 lbs LL2, Dock-11 East end S4 6’wide, 9’high 7’11”wide, 10’deep, 11’5”high 5,000 lbs LL2, Dock-11 East end

16. The Contractor will not install any identifying signage or advertising within, or on the grounds of, 131 South Dearborn.

17. Entry doors to base building air handling rooms, freight elevator lobbies, electric closets and phone closets must be kept closed and locked at all times except when work is being performed within.

18. The Landlord has provided and installed mini blinds; protection of the blinds during construction and any damage to the blinds will be the sole responsibility of the Tenant Contractor.

19. Before commencement of any work, there shall be a inspection of the freight lobby, public corridors, restrooms and base building mechanical and electrical rooms to assess and note any existing damage of walls,

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doors, ceiling, etc. Contractor and Building Management shall be present. Failure to comply with the above will place full responsibility on the Contractor to repair any damage after the project is complete.

20. The walls and floor coverings of multi-tenant corridors must be protected from damage and excessive dirt during construction without compromising the aesthetics. Tenant Contractor shall be responsible for appropriate barricades and protective materials to ensure the safety of any person.

21. Before any demolition and/or construction work may begin, Tenant’s Contractor must determine whether such work will affect the Building fire alarm system. If it is determined that such demolition and/or construction work may trigger the fire alarm system, Contractor must notify the Building engineer to remove the system from service before starting any such work and restore it to service immediately upon completion. If such work is anticipated to last longer than one day, Contractor must notify the Building engineers of work start and completion each day that the work is being performed. In no event shall the fire alarm system be out of service after business hours.

22. The Contractor must coordinate with Building Management concerning salvaged building materials such as doors, locks, light fixtures, etc. It will be the Contractor's responsibility to dispose of these materials from the building.

23. Building Management expects the Contractor to maintain a reasonably clean and presentable space during construction. The Contractor shall at all times, on a day-to-day basis, keep the project site and common areas near the site free from accumulations of waste material, debris or rubbish caused by or incidental to the Work. Upon completion of the Work, the Contractor shall promptly remove all tools, scaffolding, machinery, surplus materials, trash and debris from the project site leaving the site and related areas in a “broom cleaned” fashion. This final clean up includes, but is not limited to:

a. Light fixtures and lenses b. Windows and window mullions c. Doors and frames d. Base board e. Carpet f. Blinds

Any debris, trash, unused materials or equipment left abandoned and not removed promptly upon completion of the project will be removed by Building Management and the Contractor will be responsible for any costs associated with such removal.

24. Clean up and trash removal must be performed by the Contractor at its own expense. The Contractor must schedule dumpster deliveries with Building Management. Building Management retains the right to have the dumpster removed at its discretion without the consent of the Contractor. All dumpsters should be removed before business hours, the following day. 25. Building gondolas and trash compactors shall not be used by the Contractor unless approved in advance by Building Management. 26. The Contractor shall maintain supervisory personnel on-site at all times whenever the Contractor or its subcontractors are working on the site. Such supervisory personnel shall be fully empowered to direct the Contractor's subcontractors as necessary to perform the work. 27. The Contractor shall be responsible for all its actions on-site as well as those of its agents and/or subcontractors. Any damage to the Building or the property of another Tenant caused by the Contractor will be promptly repaired or replaced at no cost to Building Management or the affected Tenant. 28. MSDS sheets for all materials used at the project site must be displayed at the site and submitted to Building Management. 29. Tenant’s Contractor will provide an adequate number of fire extinguishers in the work area throughout the construction period.

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Logistics and Access

30. Noisy operations as determined by Landlord, e.g. the setting of anchors with powder actuated or compressed air devices, hammer drilling, and floor core drills shall be performed between 6:00 PM and 7:00 AM, Monday through Friday and weekends with permission of the Landlord.

31. Landlord reserves the right to postpone construction activity on the third weekend of each month.

32. Any smoke, noise, or odor producing activities should only take place after business hours with the express consent of Building Management. No Tenant or Contractor shall, during occupancy or construction, use any odorous gases or materials that produce gases that would be hazardous, offensive or objectionable to the Landlord or any other Tenant in the building. The Contractor shall be held fully accountable for damages to the property or tenants due to noises, fumes, fire alarms, etc. caused by the actions of the Contractor. Activities which must be performed after business hours include, but are not limited to:

a. Welding b. Use of adhesives, solvents, lacquers, paints, varnishes or other finishing materials c. Cutting or drilling the concrete floor slab or structural member d. Installation of carpet tackless strips e. Use of hammer drills, powder actuated or compressed air devices f. Any work that generates disruptive noise or vibration

33. Ventilation requirements during the construction process must be in compliance with Building IAQ standards. It is the contractor’s responsibility to coordinate the necessary provisions with the Building Engineer. Any cost of adding filters to the return air openings during construction will be billed to the Tenant. Any cost of running the building HVAC system on overtime to remedy the deterioration of indoor air quality caused by odor producing construction activities will be billed at the then applicable rate.

34. Any shut-downs of electrical power or water risers must be properly coordinated, approved and scheduled in advance with Building Management.

35. Sprinkler/standpipe drain downs must be coordinated through Building Management.

36. New pipes to be connected to the standpipe riser, condenser and chilled water shall be pressure-tested at 1 ½ times working pressure for a minimum of two (2) hours prior to the drain down. Pressure testing must be witnessed by the Building Engineer. The work being performed on the main riser system must be completed within two hours.

37. Contractor should have a water containment device present during all drain-downs.

38. During any sprinkler system drain down, a sprinkler fitter is required to remain on the floor until the system is verified leak-free and back in operation.

39. The Contractor shall be provided access to loading dock space during normal working hours on a first-come, first-served basis. Use of the loading dock is limited to 30 minutes. Large amounts of construction material coming into the building must be delivered either before or after the normal operating hours, 7:00 AM to 5:00 PM, Monday through Friday. All after hour or weekend deliveries must be scheduled at least 48 hours in advance with Building Management. Parking is not allowed at the loading dock.

40. Work in public spaces at 131 S Dearborn, including multi-tenant corridors, shall be performed after business hours unless authorized by Building Management.

41. Tenant’s Contractor and all subcontractors will use rubber wheeled carts when moving material through the building or removing trash from the building. Protection of all public corridor surfaces and elevator lobbies is the responsibility of Tenant’s Contractor. Masonite floor protection and cardboard wall protection will be required throughout the job.

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42. If Contractor has provided a construction lock or padlock that is keyed separately from the building master key system, Building Management and Building Engineers must each have a key. The project site must remain accessible to Building Management and Building Engineers at all times.

43. All construction materials, tools and debris are to be transferred to and from the construction floor via the freight elevator. At no time shall the passenger elevators be used for the above items. All subcontractors, laborers, materials men, and any other entity working on the project site shall only enter and exit the floor via the freight elevator.

44. Security for the Contractor's work is the sole responsibility of the Contractor. Building Management is not responsible for the contractor's materials or tools.

45. Material and tool storage will be limited to the construction areas or the areas approved by Building Management.

46. Smoking is strictly forbidden anywhere inside the Building at all times.

47. Obscene or inappropriate language or behavior will not be tolerated.

48. A copy of these Rules and Regulations for Construction Activities at the 131 S Dearborn, acknowledged and accepted by the Contractor, must be posted at the project site in a location clearly visible to all workers. It is the Contractor’s responsibility to instruct its employees and all subcontractors to familiarize themselves with these rules and regulations are to enforce compliance with these rules at all times.

Pre-Construction

49. Pre-construction filters shall be installed on all FCUs and filter media shall also be placed on any affected ACUs and main system returns. 50. Building Engineers will confirm proper operation of all mechanical systems (FCUs and ACUs) prior to construction. 51. Perimeter supply and return grills should be covered before construction work is to begin. 52. All metal sleeves should be installed in supply vents for the FCUs.

Hardware

53. Building Standard door hardware are Falcon Mortis lockset with Arrow IC cylinder. The building utilizes a 7 pin core system with a 51 keyway. If Tenant elects to use non-Building Standard locks, Landlord will not stock parts for these locks. Parts will have to be ordered leading to repair delays. The building-approved vendor is American Building Services (ABS).

Anderson Lock Jim Walsh Main (847) 375-9439

54. Tenant's Contractor is responsible for coordinating lock installation with the Building Engineer 55. Advent Systems is the building’s contractor for security card access systems. The electrical contractor will supply conduit, boxes and magnetic locks and Advent Systems will install the readers, server and low voltage wiring. You may contact Advent Systems to coordinate the work.

Advent Systems Linda Raphael Customer Service Coordinator (630) 279-7171 [email protected]

Demolition

56. All piping (domestic water, chilled water, and condenser water) shall be removed to existing future valves. 57. All electric to construction lights shall be disconnected.

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58. Construction lights shall be removed prior to ceiling installation.

Construction

59. The loading dock is open from 6:00 am until 6:00 pm. 60. All large deliveries requiring multiple trips in the freight must occur prior to 7:00 am or after 5.00 pm, please contact the Hines Management Office at 312-357-2955 to schedule dock time. 61. A security guard must be hired through the Management Office, at Tenants cost, to run the service elevator for large deliveries and there is a four (4) hour minimum. Please contact Office of the Building for current rates. 62. All contractors must check in at the Dock Security Office each morning to receive a key card that will provide access on the freight elevator. The cards must be returned each night or a charge of $50 per card will be assessed to the tenant. 63. No major hot work shall be done when the sprinkler system is drained. 64. A Hot Work Permit shall be requested from the building prior to any welding, etc. 65. Make sure all water connections (refrigerator, coffee maker, dishwasher, etc.) use brass fittings, no plastic. 66. All open sight drains should be self priming. 67. All water heater relief valves, condensate relief valves and drain lines shall be terminated directly into a floor drain. 68. All wiring (low/high voltage) should be run in conduit. 69. No garbage disposals are allowed. 70. Any Tenant specific water supplies (such as in kitchen areas) will require local leak detection and automated shut-off valves. 71. Grease traps are required to be installed in all kitchens and must be stainless steel. 72. Raised floor should extend to the wall in tenant electrical closets. 73. Any large cores 4” or greater, or any trenching in the structural slab, is subject to review by the Building’s structural engineers at the Landlord’s discretion and at Tenant’s cost. 77. Structural scanning is required for coring at all locations. 78. 24 hour notice is required for work involving any type of fire system shutdown and should be provided through the Office of the Building.

HVAC System and Controls

79. The base building has eight (8) Fan Coil Unit zones and four (4) Air Column Units on the high/mid rise floors (Floors 12-37), and twelve (12) Fan Coil Unit zones and eight (8) Air Column Units on the low rise floors (Floors 3-10) which are continuously monitored and controlled via the Building Automation System (BAS). The building uses Automated Logic Chicago (ALC) as its BAS provider therefore no other BAS providers will be allowed to work on building equipment and/or controls. Any additions to the base building FCU zones by the tenant must be connected to the BAS, at the Tenants expense, in order to match existing building controls. This includes, but is not limited to, network controllers, thermostats, valves, supply/return sensors, programming and graphical work. Upon installation of the additional zones the base building engineers will perform a system test to ensure proper operation of all units. 80. No walls are to be located on top of FCUs or chilled water valves. 81. If furniture is obstructing an FCU and a Building Engineer is unable to move the furniture independently, it will be the responsibility of the Tenant to move the furniture in order to allow access. 82. Bottom plates cannot be secured to tiles near FCUs or chilled water valves within 4 feet from any building column. 83. Stanchions must be flat, not dimpled, around any FCU. 84. No chilled water connection shall be allowed until a Hines building engineer has verified that all appropriate valves are closed and it is deemed safe to proceed. 85. The under floor plenum shall be cleaned and construction filters removed prior to carpet installation. 86. No swirl diffusers should be installed on the perimeter side of the under-floor demising wall. 87. All floor penetrations shall be properly leak sealed. 88. No demising wall shall obstruct any ACU supply and return area. 89. Contractors must ensure two (2) perimeter return diffusers are installed for every FCU. 90. All CHW lines must be insulated. 91. Anytime there is a tie in to a condenser or chilled water system, the pipes need to be chemically cleaned at Tenants cost.

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92. The tenant or tenant contractor shall be responsible for notifying a Building Manager when the improvements are sufficiently complete to begin calibrating and balancing the HVAC systems serving the premises. Such testing and balancing shall be performed by a Hines approved contractor at tenant’s cost. 93. There is to be no installation of additional circuit setters/balancing valves on any base building chilled water loops.

94. Original supplier and installer of the Interface raised floor system is Bravo Interiors, LLC.

Shaun Quinn (M) 773-202-8866 (C) 312-799-1157

95. The extension of all circuits and all riser work must be completed by the building’s riser manager, Gibson Electric. Gibson will terminate all circuits in the Tenant’s computer/telephone closet. Low voltage can be done by others.

Gibson Electric Neil Boyle 708-267-6305

96. All Tenant improvements which require revision and/or additions to the base building life safety support system must be coordinated with Siemens and installed in accordance with that firm’s direction. Tenant’s electrical sub-contractor may contact Siemens to arrange for coordination services.

Siemens Natalie Camarena 847-493-7837

97. Any work taking place in the elevator lobby will require engagement with Otis Elevators. It is recommended that Otis is engaged as early as possible in the process to allow time for any parts or materials to be ordered in a timely manner.

Otis Elevators Renee Rutkowski 312-520-9650

98. 24-hour notice for work involving any type of fire system shutdown and will have to go through the office of the building.

Post Construction Make sure all panel closets lock. All pre-construction filters (ACUs, main returns) should be removed after construction. All swirl diffusers must be in working condition. Building Engineers to perform final meter reading.

Hines Contacts

Michael Sheehan, Assistant Chief Engineer 131 South Dearborn, Suite 2801 Chicago, Illinois 60603 [email protected] Office (312) 357-2955 Fax (312) 357-6039

Mark Davids, General Property Manager 131 South Dearborn, Suite 2801 Chicago, Illinois 60603 [email protected] Office (312) 357-2955 Fax (312) 357-6039

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131 SOUTH DEARBORN INSURANCE REQUIREMENTS

Insurance required from vendors, contractors and subcontractors.

Group I Elevator/Escalator, Metal and Stone Refinishing, Parking, Window Washing, Architects, Engineers, Welders, Plumbing, Electrical, Construction, Fire Safety, Motors, Equipment Repairs, Riser Management, Pumps, HVAC, Security.

Coverage Amount a.) Workers Compensation Statutory Amount b.) Employers Liability $1,000,000 c.) Commercial General Liability $2,000,000 combined single limit for bodily injury and property damage d.) Commercial Automobile Liability $1,000,000 each occurrence EXHIBIT B e.) Excess Liability $5,000,000 each occurrence

Group II Plant Maintenance, Door Repairs, Pest Control, Painting, Infrared Testing, Uniform Cleaning, Trash Removal, Holiday Decorations.

Coverage Amount a.) Workers Compensation Statutory Amount b.) Employers Liability $1,000,000 c.) Commercial General Liability $2,000,000 combined single limit for bodily injury and property damage d.) Commercial Automobile Liability $1,000,000 each occurrence

Certificate Holder:

131 South Dearborn, LLC 131 South Dearborn Chicago, Illinois 60603

Additional Insureds (to be identified exactly as indicated below):

 131 South Dearborn, LLC  Hines Interests Limited Partnership  J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9  J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC18

Please remit certificate to: Hines 131 South Dearborn, Suite 2801 Chicago, IL 60603 Office (312) 357-2955 Fax (312) 357-6039 [email protected]

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Acceptance of Contractor Guidelines and Building Rules & Regulations

The undersigned hereby agrees that Tenant Contractor has read and understands all regulations, rules, specifications, means and methods and otherwise that is defined in the 131 South Dearborn Contractor Rules and Regulations Manual and has provided these documents to all of its subcontractors, consultants and any other entity contracted by Tenant Contractor. Furthermore, the undersigned agrees to uphold and abide by all that is included with these documents and enforce likewise with its subcontractors.

TENANT CONTRACTOR: ______

BY: ______

ITS: ______

DATE: ______

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