61 EAST VAN BUREN STREET RETAIL LEASE

EXHIBIT 10.63

61 EAST VAN BUREN STREET

RETAIL LEASE

BY AND BETWEEN

BUCKINGHAM MASTER TENANT, LLC, an Illinois
limited liability company

(“ LANDLORD ”),

AND

MIDWEST BANK AND TRUST CO. , an Illinois banking corporation

(“ TENANT ”)

TABLE OF CONTENTS

61 EAST VAN BUREN
RETAIL LEASE

      THIS RETAIL LEASE (“ Lease ”) is made this                      day of ___________________, 2008, (the “ Execution Date ”) between BUCKINGHAM MASTER TENANT, LLC , an Illinois limited liability company (“ Landlord ”), and MIDWEST BANK AND TRUST CO. , an Illinois banking corporation (“ Tenant ”), for space in the building located at the property legally described on Exhibit A attached hereto and commonly known as 61 East Van Buren Street, Chicago, Illinois (such building, together with the land upon which it is situated, being herein referred to as the “ Building ”). The following schedule (the “ Schedule ”) sets forth certain basic terms of this Lease:

     1.  DEMISE AND TERM; BUILDING .

     A.  Demise and Term . Landlord leases to Tenant and Tenant leases from Landlord the premises (the “ Premises ”) described in Item 1 of the Schedule and shown on Exhibit A-1 attached hereto, subject to the covenants and conditions set forth in this Lease, for a term (the “ Term ”) commencing on (the “ Commencement Date ”) and expiring on the date (the “ Expiration Date ”) described in Item 14 of the Schedule, unless terminated earlier as otherwise provided in this Lease.

     In the event that Landlord has not tendered possession of the Premises to Tenant in the condition required by Section 26.A. on or before the Projected Turnover Date, then Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof, and the Commencement Date shall not be affected thereby.

     B.  Option to Extend . Subject to the terms of this Section 1.B, Tenant shall have two (2) options to extend the Term for additional periods of five (5) years each (together, the “ Option Terms ” and each an “ Option Term” ), such Option Terms to begin upon the expiration of the Term, or the first option term (“ First Option Term ”), as the case may be, on the same terms and conditions set forth herein, except that (i) an Option Term, once exercised cannot be exercised again, (ii) no Rent concessions, abatements, lease buyouts, tenant allowances or limitations on tax or expense pass-throughs granted with respect to the Term hereof shall be applicable to an Option Term, (iii) Annual Minimum Rent and Monthly Minimum Rent for an Option Term shall be as set forth in Items 4 and 5 of the Schedule.

     If Tenant desires to extend the Term for an Option Term, Tenant shall deliver written notice (“ Extension Notice ”) to Landlord to such effect no later than nine (9) months prior to the expiration of the initial Term, or the First Option Term, as the case may be, time being of the essence. If not so exercised, Tenant’s option to extend shall thereupon automatically expire. Once Tenant delivers the Extension Notice to the Landlord, as provided above, Tenant’s election to extend the Term shall be irrevocable by Tenant.

     In order to exercise its option to extend, on the date that Tenant exercises its option as well as on the date that the Option Term is to commence, no event of default shall exist and no event shall exist which, by the giving of notice or the passage of time, or both, would mature into a default.

     C. Except to the extent provided herein, Landlord shall have no obligation to construct any other buildings or improvements on the Land and shall have the right to modify, alter and otherwise change the Building (including the design and/or construction plans therefor), from time to time, in its sole discretion; provided, however, any of Landlord’s modifications to the access to the Premises shall not have a material, adverse and permanent effect on the conduct of Tenant’s business in the normal course. In the event of any changes to the initial design of the Base Building from that contemplated as of the Execution Date, such that the Rentable Square Feet of the Premises and/or the Rentable Square Feet of the Building changes from that set forth herein, then, in such case, Landlord’s architect shall certify the new Rentable Square Feet calculations to Landlord and Tenant and the parties shall enter into an amendment (or amendment and restatement) of this Lease making the appropriate changes corresponding to such modified calculations (including, without limitation, changes to the “Minimum Rent”, and the “Landlord’s Contribution”, as such terms are defined in this Lease and/or the Workletter, and any other amounts expressly set forth herein as being determined based on a stated rate per rentable square foot). There shall be no change to the Landlord’s Work (as defined in Section 26.A) after the Execution Date.

     2.  RENT .

     A.  Definitions . For purposes of this Lease, the following terms shall have the following meanings:

     (i) “ Exterior Common Areas ” shall mean the areas of the Building (and exterior portions of the Building) which are designated by Landlord for use in common by the retail and other tenants of the Building, their respective employees, agents, customers and invitees, and includes, by way of illustration and not limitation, entrances and exits, private and public sidewalks, driveways, landscaped areas and other areas as may be designated by Landlord as part of the Exterior Common Areas. Landlord reserves the right to modify, alter and otherwise change the Exterior Common Areas from time to time in its sole discretion, subject to any limitations expressly set forth in this Lease, including the limitation in Section 1.C above. By execution of this Lease, Tenant hereby acknowledges that the residential occupants of the Building and their invitees shall be permitted to have access to the Exterior Common Areas, as and to the extent permitted by the Landlord from time to time.

     (ii) “ Tenant’s Exterior CAM Expenses ” shall mean all expenses, costs and disbursements (other than Taxes) paid or incurred by Landlord in connection with the ownership, management, maintenance, operation, replacement and repair of the Common Areas of the Building. Tenant’s Exterior CAM Expenses shall not include: (a) costs of tenant alterations; (b) costs of capital improvements (except for costs of any capital improvements made or installed for the purpose of reducing Expenses or made or installed pursuant to governmental requirement or insurance requirement, which costs shall be amortized by Landlord in accordance with sound accounting and management principles); (c) interest and principal payments on mortgages (except interest on the cost of any capital improvements for which amortization may be included in the definition of Tenant’s Exterior CAM Expenses) or any rental payments on any ground leases (except for rental payments which

constitute reimbursement for Taxes and Tenant’s Exterior CAM Expenses); (d) advertising expenses and leasing commissions; (e) any cost or expenditure for which Landlord is reimbursed, whether by insurance proceeds or otherwise, except through Adjustment Rent (hereinafter defined); (f) legal expenses of negotiating leases; and (g) salaries and fringe benefits of employees above the grade of building manager. Tenant’s Exterior CAM Expenses shall be determined on a cash or accrual basis, as Landlord may elect.

     (iii) “ Rent ” shall mean Minimum Rent, Adjustment Rent and any other sums or charges due by Tenant hereunder.

     (iv) “ Taxes ” shall mean all taxes, assessments, special assessments and fees levied upon the Building, the property of Landlord located therein or the rents collected therefrom, by any governmental entity based upon the ownership, leasing, renting or operation of the Building, including all costs and expenses of protesting any such taxes, assessments or fees and shall also include Landlord’s reasonable legal or other professional fees incurred in connection with any successful appeal by Landlord for a real estate tax reduction for the Building. Taxes shall not include any net income, capital stock, succession, transfer, franchise, gift, estate or inheritance taxes; provided, however, if at any time during the Term, a tax or excise on income is levied or assessed by any governmental entity, in lieu of or as a substitute for, in whole or in part, real estate taxes or other ad valorem taxes, such tax shall constitute and be included in Taxes. For the purpose of determining Taxes for any given year, the amount to be included for such year (a) from special assessments payable in installments shall be the amount of the installments (and any interest) due and payable during such year, and (b) from all other Taxes shall be the amount due and payable in such year.

     (v) “Tenant’s Proportionate Share of Taxes” shall mean 3.5%, determined by dividing the Rentable Square Feet in the Premises (4,665 square feet) by the Rentable Square Feet of the Building (134,413 square feet). If at any time during the Term Landlord elects to sell only the residential portion of the Building, and a separate tax parcel is thereafter established for the retail portion of the Building, then Tenant’s Proportionate Share of Taxes shall be determined by dividing the Rentable Square Feet in the Premises by the Rentable Square Feet in the retail portion of the Building (which shall include a fair allocation of the Common Areas which serve or benefit the retail portion of the Building to such an extent as Landlord, in its reasonable discretion, deems to be equitable and fair in view of the relative level of benefits).

     B.  Components of Rent . Tenant agrees to pay the following amounts to Landlord at the office of the Building or at such other place as Landlord designates:

     (i) Annual minimum rent (“ Minimum Rent ”) in the amounts set forth in Item 5 of the Schedule to be paid in monthly installments in the amount set forth in Item 6 of the Schedule in advance on or before the first day of each month of the Term, except that Tenant shall pay the first month’s Minimum Rent upon the Commencement Date.

     (ii) Adjustment rent (“ Adjustment Rent ”) in an amount equal to Tenant’s Proportionate Share of the Taxes for each calendar or tax year. Prior to each calendar year or as soon thereafter as is reasonably possible, Landlord shall estimate the amount of Adjustment Rent due for such year and notify Tenant of such estimate, and Tenant shall pay Landlord one-twelfth of such estimate on the first day of each month during such year. Until such time as Landlord furnishes an estimate of Adjustment Rent for a calendar year, Tenant shall continue to pay to Landlord a monthly estimated payment on account of Adjustment Rent on the first day of each month during such year equal to the latest monthly estimated payment due for the preceding calendar year. The estimate of Adjustment Rent for any calendar year may be revised by Landlord whenever it obtains information relevant to making such estimate more accurate. On or before the first day of the next calendar month following Landlord’s service of a notice of estimated Adjustment Rent, and on or before the first month thereafter, Tenant shall pay to Landlord one-twelfth of the estimated Adjustment Rent shown in such notice. Within thirty (30) days following Landlord’s service of a notice of estimated Adjustment Rent, Tenant shall also pay to Landlord a lump sum equal to the estimated Adjustment Rent shown in such notice less (1) any previous payment on account of Adjustment Rent made during such calendar year and (2) the estimated monthly payments on account of Adjustment Rent due for the remainder of such calendar year. After the end of each calendar year, Landlord shall deliver to Tenant a report setting forth the actual Taxes for such calendar year and a statement of the amount of Adjustment Rent that Tenant has paid and is payable for such year. Within thirty days after receipt of such report, Tenant shall pay to Landlord the amount of Adjustment Rent due for such calendar year minus any payments of Adjustment Rent made by Tenant for such year. If Tenant’s estimated payments of Adjustment Rent exceed the amount due Landlord for such calendar year, Landlord shall apply such excess as a credit against Tenant’s other obligations under this Lease or promptly refund such excess to Tenant if the Term has already expired, provided Tenant is not then in default hereunder, in either case without interest to Tenant.

     (iii) Tenant’s Exterior CAM Expenses in the amount set forth in Item 6 of the Schedule to be paid in monthly installments on or before the first day of each month of the Term (and the Option Term(s), if applicable). Tenant’s obligation to pay Tenant’s Exterior CAM Expenses shall not deviate from the amounts set forth in Item 6 of the Schedule regardless of the actual costs thereof incurred by Landlord from year to year.

     C. Payment of Rent . The following provisions shall govern the payment of Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends, shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year the Building is not fully rented and occupied, Landlord may elect to make an appropriate adjustment of Taxes for such year to determine the Taxes that would have been paid or incurred by Landlord had the Building been fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid when due shall bear interest from the date due until the date paid at the annual rate of two (2) percentage points above the rate then most recently announced by JPMorgan Chase Bank,

NA as its corporate base lending rate, from time to time in effect, but in no event higher than the maximum rate permitted by law (the “ Default Rate ”) and, in addition Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five days after its due date equal to five percent of such payment; (v) if changes are made to this Lease or the Building changing the number of rentable square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant’s Proportionate Share; (vi) Tenant shall have the right to inspect Landlord’s accounting records relative to Tenant’s Exterior CAM Expenses and Taxes during normal business hours at any time within thirty days following the furnishing to Tenant of the annual statement of Adjustment Rent as it relates to the Taxes covered in such statement, and unless Tenant shall take written exception to any item in any such statement within such thirty (30) day period, such statement shall be considered as final and accepted by Tenant; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant’s agreement to pay any such sums and Landlord’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to Taxes by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Minimum Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building; (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate.

     3.  USE AND OPERATION .

     A.  Limitation On Use . Tenant agrees that it shall occupy and use the Premises only under the name set forth in Item 8 of the Schedule and only for the retail business set forth in Item 9 of the Schedule and will not use any other name or conduct any other business on the Premises. Tenant agrees that it will conduct such business in the same manner as is typically conducted by similar banks in the downtown Chicago area.

     B. Tenant’s Operating Covenants . Tenant agrees to open the Premises as a fully fixtured retail banking facility, fully staffed and ready to operate continuously in accordance with this Lease, no later than March 31, 2009 (the “ Required Opening Date ”), and to continuously use and occupy the entire Premises for the business set forth above and under the name permitted hereunder during the entire Term. In furtherance thereof, Tenant agrees to keep the Premises fully fixtured and staffed with sufficient professional personnel to assure successful operation of the business. Tenant shall keep the Premises open for business at least during Retail Hours (as hereinafter defined) except when prevented from doing so by strikes, fires, casualties and other causes beyond Tenant’s reasonable control and except that Tenant may, following reasonable notice to Landlord, discontinue or suspend operation of the business for not more than two (2) weeks on any occasion in order to renovate or remodel the Premises, but may not do so more than once during any five (5) year period during the Term. In addition, Tenant shall keep its store front lighted during such other hours as Landlord may prescribe pursuant to a signage and lighting plan submitted by Tenant and approved in writing by Landlord. Tenant shall provide, within the Premises, adequate employee areas and other special areas necessary for the proper conduct of Tenant’s business, but shall use for such purposes and for office or other non-banking

purposes only such space as is reasonably required for the conduct by Tenant of the permitted use in the Premises. As used in this Lease, the term “ Retail Hours ” means daily from 8:00 a.m. to 5:00 p.m. Monday through Friday, holidays excepted.

     C.  Specific Nature of Tenant’s Business . Tenant agrees to operate a full-service retail banking facility in the Premises which at all times shall meet the highest standards of cleanliness, maintenance and decor, so that the retail banking facility will be commensurate with the quality of other first-class retail banking facilities in the City of Chicago. Tenant understands that Tenant’s agreement to the foregoing is a material inducement to Landlord to enter into this Lease.

     All displays of merchandise and promotions in the Premises shall be in keeping, as reasonably determined by Landlord, with the character and quality of the retail banking facility contemplated by this Lease and the character and quality of the Building. Tenant shall provide, within the Premises, adequate customer waiting areas and shall not use the Building lobby as a waiting area for customers without Landlord’s prior written approval. Notwithstanding the foregoing, Tenant shall neither be required nor be permitted to make any changes or alterations to the exterior of the Building.

     D.  Premises Entrance; Building Lobby . Tenant shall maintain an entrance to the Premises at Van Buren Street and at the rear of the Premises. The entrance on Van Buren Street shall be the primary entrance to the Premises for Tenant’s invitees and customers and the entrance at the rear of the Premises shall be the primary entrance for Tenant’s employees, contractors and agents. All deliveries to the Premises shall be coordinated with the Building manager and made only from the rear entrance to the Premises. Tenant shall maintain and heat a vestibule entrance on Van Buren Street.

     E. Signs . Tenant shall not install any signs or lettering or place any other advertising materials on the exterior surface of the Building or Premises or elsewhere outside the Premises or inside the Premises without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. All lettering, signs and other advertising materials in the Premises which are visible from outside of the Premises or Building or from the Building lobby shall be subject to Landlord’s prior written approval (to be granted or withheld in Landlord’s reasonable discretion) of their size, design and number and, in any event, consistent with the signage requirements set forth on Exhibit C to this Lease. All lettering, signs and other advertising materials in the Premises, whether or not visible from the outside of the Premises, shall be consistent with first-class retail operations and, in any event, consistent with the signage requirements set forth on Exhibit C to this Lease. Tenant accepts and understands that the Building is a registered landmark of the City of Chicago and is on the National Register of Historic Places. Accordingly, Tenant agrees that its right to install signage consistent with the design of its other branch banks is subject to the review, approval, and permitting of Landmarks Illinois and the City of Chicago and any other applicable state or national agencies with jurisdiction over the Building’s landmark status. After initial installation of any signage, Tenant may not without Landlord’s consent change its signage to conform to changes in its company sign program. Landlord will be reasonable in its review and approval of such changes in signage so long as such signage is consistent in size, design and quality with Tenant’s initial signage and

such signage remains in accordance with all City, State or Federal requirements and applicable codes applying to historic landmark structures.

     F.  Compliance with Laws . Tenant shall comply with all federal, state and municipal laws, ordinances, rules and regulations (including, without limitation, the Chicago Clean Indoor Air Ordinance of 2005) and all covenants, conditions and restrictions of record which relate to the condition, use or occupancy of the Premises. Without limiting the foregoing, Tenant shall not cause, nor permit, any hazardous or toxic substances to be brought upon, produced, stored, used, discharged or disposed of in, on or about the Premises except (i) with the prior written consent of Landlord, or (ii) as to small amounts used in the ordinary course of Tenant’s business (e.g., printing supplies), and in either case only in compliance with all applicable environmental laws. In addition, Tenant shall not use the Premises for any unlawful, disreputable, immoral or unethical purpose, nor shall Tenant do anything which would injure the reputation of the Building.

     4.  CONSTRUCTION OF BASE BUILDING; POSSESSION; “AS-IS” CONDITION OF PREMISES .

     A.  Construction of Base Building . Landlord will perform, or cause to be performed, the Landlord’s Work (as defined in Section 26 hereof). Landlord shall perform such work in accordance with the terms of said Section 26. Upon the Turnover Date, at Landlord’s request, Landlord and Tenant shall enter into a written agreement containing Tenant’s acknowledgment that the “Substantial Completion” requirements set forth in said Section 26 have been met.

     B.  Condition of Premises; As-Is . Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession. Except for Landlord’s obligation to perform the Landlord’s Work as set forth in accordance with the terms of Section 26 hereof, Tenant shall accept the Premises and the Building “as is”. Tenant hereby acknowledges that Landlord has made no agreement to alter, remodel, decorate, clean or improve the Premises or the Building (or to provide Tenant with any credit or allowance for the same), and no representation regarding the condition of the Premises or the Building have been made by or on behalf of Landlord or relied upon by Tenant, except as expressly stated herein or in the Workletter, and except for Landlord’s obligation to perform the Landlord’s Work as set forth in, and in accordance with the terms of, Section 26 hereof. Landlord acknowledges and agrees that as of the Turnover Date, to the best of Landlord’s knowledge, the exterior of the Premises and of the Building and the Building systems are in good working order, condition and repair and in compliance with applicable laws. Further, Landlord will indemnify, hold harmless and reimburse Tenant from and against any and all fines and reasonable direct remedial costs and expenses (including reasonable legal expenses and consultants’ fees) that Tenant may incur due to a clean up, abatement, removal, or other remedial response required of Tenant by an appropriate governmental authority resulting from or caused by any asbestos being on or about the Premises on the Turnover Date.

     5.  BUILDING SERVICES .

     A.  HVAC . Tenant shall install at its own cost and expense such heating, ventilating, air conditioning and exhaust facilities in the Premises as shall be required for the conduct of its business in the Premises. If Tenant fails to install adequate facilities for such purposes and such failure adversely affects the operation of the Base Building heating, ventilating and air conditioning “HVAC”) system, Landlord may install supplementary facilities in the Premises or, at Landlord’s option, elsewhere in the Building, and Tenant shall pay the cost of installation, operation and maintenance thereof. In addition, if Tenant fails to install adequate heating, ventilating, air conditioning and exhaust facilities for the conduct of Tenant’s business in the Premises and such failure adversely affects the operation of the Base Building heating, ventilating and air conditioning system Landlord may make such modifications to the Base Building heating, ventilating and air conditioning system (as distinguished from supplementary facilities installed by Landlord or Tenant pursuant to the preceding provisions of this Section) as are required for the conduct of Tenant’s business in the Premises, and Tenant shall pay the actual cost thereof. If Tenant does install HVAC facilities for the purposes described above, and, as a result thereof, needs to connect to Landlord’s tempered water system, Tenant shall be required to pay the cost and associated costs to shut down and restart the Building system(s) to allow Tenant to hook up Tenant’s HVAC equipment and, in addition, shall be required to pay Landlord a monthly usage fee for the tempered water used by Tenant for the operation of Tenant’s HVAC equipment to be connected to Landlord’s tempered water loop. The monthly usage fee for Tenant’s use of such tempered water shall be equitably calculated on a square footage basis or by such other reasonable and consistent method that reflects Landlord’s costs therefor. All such fees shall be payable by Tenant to Landlord as Additional Rent in accordance with this Lease. In no event shall Tenant be entitled to use more than its proportionate share of the Building’s excess tempered water capacity. The size and design of the HVAC facilities, the manner in which the HVAC facilities will be vented and access outside air, if applicable, or the manner in which Tenant connects to Landlord’s tempered water system, including, without limitation, the routing of any water lines, shall be subject to Landlord’s prior reasonable written approval. Tenant shall be responsible, at its cost, for maintaining and repairing the HVAC facilities in the Premises to the reasonable satisfaction of Landlord. Landlord agrees to maintain the Base Building heating, venting, and air conditioning system in good working order.

     B.  Water . In addition to and separate from the tempered water for Tenant’s use in heating and cooling the Premises in accordance with Section 5.A above, Landlord shall furnish domestic cold water to the Premises from the regular Building outlets. Water lines shall be stubbed to the Premises at Landlord’s expense. Landlord shall separately charge (and separately meter, if possible) Tenant for domestic cold water and sewer services used in the Premises based on metered usage.

     C. Electricity . Landlord has caused the Premises to be separately metered for electrical use. Electricity shall be distributed to the Premises by the electric utility company serving the Building; and Landlord shall permit Landlord’s conduits, which shall be stubbed to the Premises, to the extent suitable and safely capable, to be used for such distribution. Tenant at its cost shall make all necessary arrangements with the electric utility company for metering and paying for electric current furnished to the Premises (including, without limitation, all arrangements for, at Tenant’s expense, electrical wiring, distribution panels and all of Tenant’s

installed heating and air conditioning equipment). From and after the Turnover Date, all electricity and water used during the making of any alterations or repairs in the Premises or the operation of any special heating or air conditioning systems (referred to as the “heat pump system” by Landlord) serving the Premises shall be paid for by Tenant.

     D.  Telephones . Tenant shall arrange for telephone service directly with one or more of the public telephone companies servicing the Building and shall be solely responsible for paying for such telephone service. If Landlord has or at any time acquires ownership of the telephone cables in the Building, Landlord shall permit Tenant to connect to such cables on such terms and conditions as Landlord may reasonably prescribe. In no event does Landlord make any representation or warranty with respect to telephone service in the Building, and Landlord shall have no liability with respect thereto. Subject to the provisions of Sections 9, 11 and 12 of this Lease, Landlord agrees to provide Tenant and Tenant’s contractors reasonable, monitored access to the Building telephone and communications closets or service areas for the purposes of establishing Tenant’s communications services.

     E.  Additional Services . Landlord shall not be obligated to furnish any services other than those stated above. If Tenant requests services in addition to those stated above and Landlord elects to furnish such additional services, Tenant shall pay Landlord’s then prevailing charges for such additional services. If Tenant shall fail to make any such payment, Landlord may, without notice to Tenant and in addition to all other remedies available to Landlord, discontinue such additional services. No discontinuance of any such additional service shall result in any liability of Landlord to Tenant or be considered as an eviction or a disturbance of Tenant’s use of the Premises. Tenant may request to participate in Landlord’s satellite television system for an additional fee for such services. Tenant may also use another television signal provider, but only upon prior written approval from Landlord.

     F.  Failure or Delay in Furnishing Services . Landlord’s failure to furnish, or any interruption, diminishment or termination of services due to the application of laws, the failure of any equipment, the performance of maintenance, repairs, improvements or alterations, utility interruptions or the occurrence of an event of force majeure (defined in Section 27.J) (collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, are made untenantable for a period in excess of 5 consecutive Business Days as a result of a Service Failure that is reasonably within the control of Landlord to correct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 6 ^th consecutive Business Day of the Service Failure and ending on the day the service has been restored. If the entire Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated.

     6. RULES AND REGULATIONS . Tenant shall observe and comply, and shall cause its subtenants, assignees, invitees, customers, employees, contractors and agents to observe and comply, with the rules and regulations listed on Exhibit D attached hereto and with such reasonable modifications and additions thereto as Landlord may make from time to time. Landlord shall not be liable for failure of any person to obey such rules and regulations. Landlord shall not be obligated to enforce such rules and regulations against any person, and the

failure of Landlord to enforce any such rules and regulations shall not constitute a waiver thereof or relieve Tenant from compliance therewith.

     7.  CERTAIN RIGHTS RESERVED TO LANDLORD . Landlord reserves the following rights, each of which Landlord may exercise without notice to Tenant and without liability to Tenant, and the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of Tenant’s use or possession of the Premises and shall not give rise to any claim for set-off or abatement of rent or any other claim: (a) to change the name or street address of the Building; (b) to install, affix and maintain any and all signs on the exterior or interior of the Building; (c) to make repairs, decorations, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, and for such purposes to enter upon the Premises, temporarily close doors, corridors and other areas in the Building and interrupt or temporarily suspend services or use of Exterior Common Areas and other common areas of the Building, and Tenant agrees to pay Landlord for overtime and similar expenses incurred if such work is done other than during ordinary business hours, at Tenant’s request; (d) [intentionally omitted]; (e) to grant to any person or to reserve unto itself the exclusive right to conduct any business or render any service in the Building, as long as such right does not preclude Tenant from using the Premises for the purpose stated in Item 9 of the Schedule; (f) to show or inspect the Premises at reasonable times and, if vacated or abandoned, to prepare the Premises for reoccupancy; (g) to install, use and maintain in and through the Premises pipes, conduits, wires and ducts serving the Building, provided that such installation, use and maintenance does not unreasonably interfere with Tenant’s use of the Premises; (h) to adopt and record easements, reciprocal easement agreements and/or declarations of covenants, conditions and restrictions (whether related to the conversion of all or part of the Building to condominium ownership or otherwise) (collectively, the “ CC&R’s ”), and this Lease shall be at all times subject and subordinate in all respects to such CC&R’s and any and all liens and other rights arising therefrom; and (i) to take any other action which Landlord deems reasonable in connection with the operation, maintenance, management or preservation of the Building.

     8.  MAINTENANCE AND REPAIRS .

     A. Tenant’s Maintenance . Tenant, at its expense, shall keep and maintain in first-class order, condition and repair, at all times during the Term, the Premises and every part thereof. Without limiting the foregoing, Tenant shall: (i) keep the storefronts, entry doors and the interior of the Premises in first-class condition and repair, and decorated in a first-class manner; (ii) keep in first-class condition and repair (and replace as necessary) all equipment, facilities and fixtures (including banking and teller equipment, hardware, electrical, plumbing and heating, ventilating and air conditioning facilities) located in or exclusively serving the Premises; (iii) repair (or replace as necessary) all damaged or broken plate glass in perimeter windows or within the Premises; (iv) cause an inspection, cleaning and repairing of Tenant’s fire prevention systems and equipment to be performed by a reputable contractor not less than annually, and more often as may be required by any local governmental codes, regulations or officials, insurance requirements or applicable industry standards, and provide Landlord upon request from time to time during the Term with documentary evidence of the performance of such inspections; (v) perform all cleaning and janitorial work in the Premises to keep the Premises clean, healthy, and in an attractive appearance, including, without limitation, cleaning on a weekly basis (or more frequently, if necessary), the interior and exterior surfaces of the

exterior windows and storefronts of the Premises (and, if applicable, the interior and exterior surfaces of the glass comprising Tenant’s storefront located in the lobby of the Building); and (vi) remove all garbage, trash, rubbish and other refuse from the Premises on a daily basis, which removal shall be accomplished by Tenant in such manner and at such times as may be approved in advance by the Building manager) to the Building’s retail trash area. Tenant shall contract separately with, and use, the same garbage disposal vendor that Landlord utilizes with respect to waste from the balance of the Building.

     B. In addition, without limiting the foregoing, Tenant shall cause extermination services to be provided to the Premises by a reputable exterminator on a monthly basis throughout the Term, or more often as Landlord may in Landlord’s reasonable discretion require, at Tenant’s expense.

     Without limiting any of the foregoing, Tenant shall obtain and maintain a service and maintenance contract covering the heating, ventilating and air conditioning system serving the Premises with a reputable contractor approved by Landlord and a scope of services satisfactory to Landlord, and shall pay all charges under such contract when due.

     Within fifteen (15) days after Landlord’s request therefor at any time during the Term, Tenant shall furnish Landlord copies of all HVAC, maintenance and extermination contracts in effect with respect to the Premises. Tenant shall also, within fifteen (15) days of Landlord’s request therefor, provide evidence to Landlord of payment for services performed under such contracts.

     All services to the Premises shall be provided by a contractor or contractors reasonably satisfactory to Landlord, having good labor relations and capable of working in harmony with contractors retained by Landlord and by other tenants of the Building to provide services to or perform work in the Building.

     C.  Landlord’s Maintenance . Subject to Section 8A above, Landlord shall perform any maintenance or make any repairs to the Building as Landlord shall deem necessary for the safety, operation or preservation of the Building, or as Landlord may be required or requested to do by the City of Chicago or by order or decree of any court or by any other proper authority, and shall maintain the structural components and the Exterior Common Areas and facilities of the Building as reasonably necessary and expected for first-class residential buildings (containing retail components therein) in downtown Chicago, to the extent that failure to do so would materially adversely affect Tenant’s use and occupancy of the Premises. Tenant shall reimburse Landlord for the cost of any such repairs to the Building necessitated by the acts or omissions of Tenant, its subtenants, assignees, invitees, customers, employees, contractors and agents.

     9.  ALTERATIONS .

     A. Requirements . Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “ alteration ”) without the prior written consent of Landlord, which consent will not be unreasonably withheld. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration,

submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s standard charges for review of all such items and supervision of the alteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord, shall deposit with Landlord, prior to the commencement of the alteration, security for the payment and completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials established by Landlord for the Building. In addition, each alteration shall be performed in compliance with all applicable governmental and insurance company laws, regulations and requirements. Each alteration shall be performed by union contractors if required by Landlord and in harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant, provided, however that Landlord shall have the right to require Tenant to remove any such alteration (other than Tenant’s Work described in Exhibit B) at Tenant’s sole cost and expense in accordance with the provisions of Section 16 of this Lease.

     B.  Liens . Upon completion of any alteration, Tenant shall promptly furnish Landlord with sworn owner’s and contractors’ statements and full and final waivers of lien covering all labor and materials included in such alteration. Tenant shall not permit any mechanic’s lien to be filed against the Building, or any part thereof, arising out of any alteration performed, or alleged to have been performed, by or on behalf of Tenant. If any such lien is filed, Tenant shall within ten (10) business days after receipt of notice of the filing thereof (or within such additional period of time as is reasonably necessary if Tenant proceeds with diligence), have such lien released of record or deliver to Landlord a bond in form, amount, and issued by a surety satisfactory to Landlord, indemnifying Landlord against all costs and liabilities resulting from such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to have such lien so released or to deliver such bond to Landlord, Landlord, without investigating the validity of such lien, may pay or discharge the same; and Tenant shall reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord’s expenses and attorneys’ fees.

     10.  INTENTIONALLY OMITTED .

     11.  INSURANCE .

     A.  Tenant’s Insurance . Tenant, at its expense, shall maintain at all times during the Term the following insurance policies: (a) fire insurance, including extended coverage, vandalism, malicious mischief, sprinkler leakage and water damage coverage and demolition and debris removal, insuring the full replacement cost of all improvements, alterations or additions to the Premises, and all other property owned or used by Tenant and located in the Premises; (b) commercial general liability insurance, contractual liability insurance and property damage insurance with respect to the Building and the Premises, with limits to be set by Landlord from time to time but in any event not less than $2,000,000.00 combined single limit for personal injury, sickness or death or for damage to or destruction of property for any one occurrence; (c) plate glass insurance in an amount equal to the replacement cost of all plate glass located in or on the Premises; (d) worker’s compensation insurance in an amount not less than maximum statutory limits of recovery and employer’s liability insurance in an amount not less than the statutory requirement; and (e) insurance against such other risks and in such other amounts as Landlord or its insurer may from time to time require, so long as such types or amounts of insurance are customarily required by owners of buildings comparable to the Building in downtown Chicago. The form of all such policies and deductibles thereunder shall be subject to the prior approval of Landlord and its insurance providers. All such policies shall be issued by insurers acceptable to Landlord and licensed to do business in the State of Illinois and shall contain a waiver of any rights of subrogation thereunder. In addition, except for worker’s compensation insurance, the policies shall name Landlord and any other parties designated by Landlord as additional insureds, shall require at least thirty days’ prior written notice to Landlord of termination or modification and shall be primary and not contributory. Tenant shall, at least thirty (30) days prior to taking possession of the Premises, and within thirty (30) days prior to the expiration of each such policy, deliver to Landlord certificates evidencing the foregoing insurance or renewal thereof, as the case may be.

     B.  Landlord’s Insurance . Landlord shall maintain at all times during the Term such property and liability insurance as is from time to time customarily carried by prudent landlords of comparative residential apartment buildings (containing ancillary retail establishments therein) in downtown Chicago.

     12.  WAIVER AND INDEMNITY .

     A.  Tenant’s Waiver . Tenant releases Landlord and its partners, managers, members, agents, contractors and employees from, and waives all claims for, damage or injury to person or property and loss of business sustained by Tenant and resulting from the Building or the Premises or any part thereof or any equipment therein becoming in disrepair, or resulting from any accident in or about the Building, except to the extent any of the foregoing is caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. This paragraph shall apply particularly, but not exclusively, to flooding, the loss of utilities or utility services to the Building, damage caused by Building equipment and apparatus, water, snow, frost, steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler devices.

     B. Mutual Waiver . Notwithstanding any other provisions of this Lease to the contrary, Landlord and Tenant each waives all claims and rights of recovery against the other and its respective partners, members, managers, agents, contractors and employees for any loss

or damage to any property, which loss or damage is insured against, or required to be insured against, pursuant to Section 11 above, whether or not such loss or damage is due to the fault or negligence of any person, and regardless of the amount of insurance proceeds collected or collectible under any insurance policies in effect.

     C.  Tenant’s Indemnity . Tenant agrees to indemnify, defend and hold harmless Landlord and its partners, members, managers, agents, contractors and employees, from and against any and all claims, demands, actions, liabilities, damages (other than consequential damages), costs and expenses (including attorneys’ fees), for injuries to any persons and damage to or theft or misappropriation or loss of property occurring in or about the Building and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises (including, without limitation, any alteration by Tenant) or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed under this Lease or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents, except to the extent any of the foregoing is caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Without limiting the foregoing, Tenant shall indemnify, defend and hold Landlord and each of aforementioned indemnified parties harmless from any claims, liabilities, damages, costs and expenses arising out of the use or sto