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2007-0124/4/2007 ORDINANCE NO. 2007 -12 AN ORDINANCE APPROVING A SPECIAL USE IN THE INDUSTRIAL DISTRICT VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS Soul to Sole Dance, Inc. 1350 Abbott Court Abbott Business Center, Weiland Road WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of 1970; and, WHEREAS, the real property legally described in EXHIBIT A ( "Property ") attached hereto is zoned in the Industrial District pursuant to Ordinance No. 91 -15; and, WHEREAS, Norstate Bank as Trustee under Trust Number 1338 is the owner of the Property; and, WHEREAS, Debra Kramer as operator of Soul to Sole Dance, Inc. (hereinafter referred to as the "Petitioner ") proposes to lease the building (10,477 square feet) on the Property commonly known as 1350 Abbott Court for the purpose of operating a facility for dance training; and, WHEREAS, said dance training facility requires approval as a special use in the Industrial District; and, WHEREAS, the proposed facility would be developed and operated in accordance with and pursuant to the following exhibits: EXHIBIT A Legal Description EXHIBIT B Petitioner's Acceptance and Agreement concerning special use EXHIBIT C Narrative concerning parking and traffic circulation addressed to the Buffalo Grove Plan Commission (one page, not dated) EXHIBIT D Plat of Survey dated September 24, 2002 E 2 EXHIBIT E Site plan (11x17 inches, not dated) • EXHIBIT F Floor plan (11x17 inches, dated January 30, 2007) WHEREAS, notice of the public hearing concerning the petition for approval of the Special Use was given and the public hearing was held by the Buffalo Grove Plan Commission; and, WHEREAS, the Plan Commission held a public hearing on March 7, 2007 and determined that the criteria for a Special Use as set forth in Section 17.28.040 of the Village's Zoning Ordinance have been met and development of the Property as proposed would be compatible with adjacent properties; and, WHEREAS, the President and Board of Trustees after due and careful consideration have concluded that the development of the Property on the terms and conditions herein set forth would enable the Village to control development of the area and would serve the best interests of the Village. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. This ordinance is made pursuant to and in accordance with the Village's Zoning Ordinance, Development Ordinance and the Village's Home Rule powers. The preceding Whereas clauses are hereby made a part of this Ordinance. Section 2. The Corporate Authorities hereby adopt a proper, valid and binding ordinance approving a special use for operation of a facility for dance training pursuant to EXHIBITS C, D, E and F for the Property legally described in EXHIBIT A attached hereto, subject to the following conditions: A. The special use zoning approval does not become effective until Soul to Sole Dance, Inc. executes a lease for the building at 1350 Abbott Court, and provides a copy of said fully executed lease to the Village. B. If said fully executed lease is not provided to the Village by July 1, 2007, the Village may, in its sole discretion, void the special use approval. C. The special use is granted to Debra Kramer as operator of Soul to Sole Dance, Inc., and does not run with the land, and is not assignable. D. The Petitioner shall submit the executed Petitioner's Acceptance and Agreement attached hereto and incorporated herein as Exhibit B by May 15, 2007. o � 3 E. The facility shall be used for individual and group dance training as represented in the Exhibits hereto presented by the Petitioner. The facility shall not be used for large group activities, including but not limited to, dance competitions and recitals. F. The Petitioner shall monitor traffic circulation and parking on the Property and take appropriate measures, as approved by the Village, to ensure the safety of pedestrians using the facility. G. The Village may, in its sole discretion, require the addition of parking in the area north of the building if the Village determines that said parking is necessary to ensure efficient traffic circulation and safe pedestrian movement. H. Bricks and any other materials stored in outdoor areas on the Property shall be removed from the Property prior to issuance of a certificate of occupancy for the dance facility. Section 3. This Ordinance shall be in full force and effect upon the submittal of the fully executed lease and the executed Petitioner's Acceptance and Agreement as set forth in Section 2 of this Ordinance. This Ordinance shall not be codified. AYES: 6 — Braiman, Glover, Berman, Kahn, Trilling, Rubin NAYS: 0 — None ABSENT: 0 — None PASSED: o elAw ATTEST: April 9, 2007 it 9.2007 Village Clerk APPROVED: o ELLIOTT H A TEIN, Village President M EXHIBIT A Legal Description • Soul to Sole Dance, Inc. 1350 Abbott Court Abbott Business Center, Weiland Road SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 1 in Helene's Resubdivision, being a resubdivision of Lot 1 in Abbott Business Center, being a subdivision of part of the northwest I/4 of Section 27, and the northeast' /4 of Section 28, Township 43 North, Range 11 East of the Third Principal Meridian, according to the plat of said Helene's Resubdivision, recorded May 8, 1997 as Document Number 3965528, in Lake County, Illinois. SUBJECT PROPERTY COMMON DESCRIPTION: 1350 Abbott Court, Buffalo Grove, IL PIN: 15 -28- 215 -006 Jul 02 2007 2 :45PM 07/02/2007 13:34 847 -8301 .7u1 02 2007 2:21PM S EXMBIT B 072722893 18472722893 Soul to Sole Dane*, Inc. 1350 Abbott Court Abbott Busipuess Center, Weiland Road EeLWngM ce>Q.tasage„and Aowm -ent concerning Qycaial use ordinsuct P. PAGE 01/01 Soul to Sole Dance, Inc. does hereby accept and agrees to abide by and be bonad try =h of the terms, conditions and limitations set forth in Ordinance No. 2007 -12 duly passed axed approved by the Village of Buffalo Orove,1L granting the special List set forth in said Ordinance. Soul to Sole Dance, Inc, acknowledges that it has read and understands all of the terms and provisions of said Buffalo Grove Ordinance No. 2007-12, aaddoes hereby ackncwkdga and consent to each and all of the provisions, restrictions, and conditions of said OrdinoACe. Soul to Sole Dance, isle. a 1�,___.• . titer t � � ,c ♦r The undersigned Owner acknowledges that it has toad axed understands ail of 1'be toonS and provisions of said Builfalo Grove Onlinance No, 2007.12. P. L i 0 EXHIBIT C Buffalo Grove Plan Commission: With regards to the concerns of the Village Board, which met on February 5th, concerning the amount of parking that will be needed on site when the dance studio is being fully used is as follows; 1. Four spaces for instructors (One instructor per each studio) 2. One space for administrative staff 3. Six possible spaces for parents that watch instruction This is a total of eleven spaces that could possibly be needed on a day to day basis. More parking is available in the loading dock area since we will not be using this area. The loading dock can provide four parking spaces for our staff. Concerning the issue of traffic circulation we have provided a sketch that details how traffic will flow when dropping off and picking up the students. The maximum amount of students occupying the dance studio would be forty. This is four classes of ten students. We would start classed on the fifteens so that there would never be anymore than 10 pick -up or drop -offs at any one time. Please note that most of our students car- pool and we anticipate that there would never be any more than five to six cars at any time for each class. +, oo w. .Rmn ..c. uwcou...xo. ,union eo>,z TA /A`CSM LAND TITLE SURVEY EXHIBIT D OF oocwc.n'uuw. >ic�a.. > ».. n u.c N O R'rl f ' fj 12652' .r" ,i• �- -__- -- � - -- i L It I i....i LOT 1 I I I I LOT 2 p w,� 'ryN / �•. Ur ilk --- ....... I A,,._ 172.69 — C T - -- — O-.. r `•• � w•»F.".,� �P�'4N.i4r3.o s a:a= . .. ,��'1xs .. ., .�£r:..�...m _'_' ._ .._„ n ,«., .,., .s zws . "^' ., . >w.o..ss .s... v.cw ,..o ., .� .w.:n ,.,.s• ws,... .... co-..,, n Yf.(,- Fug 4142 � IU P NoKH A4$cq � G°yRT EXHIBIT E m A O a c r 0 oo � Irn I� m i�� Mail ml j n n C 0 0 n z y C X n' 2 C n Z PINES DEVELOPMENT CORP. SOUL 2 SOLE DANCE INC WASKOIM VALLEY ROAD 1350 ABBOTT COURT °^• °� MMLAPID PARK, ILLINOIS W33 "�polnloam •u X7)01 -nn BUFFALO GROVE IL 60089 Location Map: 1350 Abbott Court E�4GO '..283. 2 8 4 1311 285 Ln 1427 � 1,424 N ��o.� 1425 . 1428 �o �� � 1423 1420 1-41 ' , o Z 14 21 1418 203 8 1417 1416 1380/ °.,1416, 1413 1414 School 8c �30� 1414 411 1 1412 q01 �n�0 1412 1409 1410.. 1306 141 140 1408 1308 14p8 1405 1406 ,,1309 1310 1406 1403`.1404 1314 140.. O2. 1 �� 136 "14 2' 114`_ ti nj ~� C cm CTS 133 1 �CC- 0/ 329 /O 261 - 277 )241 -� 250- 257 ti 01` 317 151- 167 1 � 101 - I 115 80 0 320 640 160 160 480 Prepared by the Village of Buffalo Grove - Division of Planning Services, 1/25/2007 1516 1423' m 1501 1311 1481 M 1527 1419 1S 53 1525 1417 ISO j 1523. 1500 1415, 395 1509 1413 38 X519 11, S 1409 ti 1380/ 1384 .4 M AN Veterans Park 1300 /s 6 380- 321- 396 X337 1370/ 1374 1311 1351:' 1371. M ti ° 391 - I 395 1370/ 1374 1311 1351:' 1371. I 1184- RE 1174- _1176 Aptakisic 16114-' Junior High 1170 .1,180 School 8c Park 1158.0 1156 g�155 115 Aptakisic Park �r 1141 1144 - 114`_ R-9 1148 D 1130 1131- 0 1137 112- 1121 1126 m 1127 101 1 I 10.7. 1,11.2 1115- 16s 1117 �. 1107- " 1117 E o � • LEASE AGREEMENT r THIS LEASE AGREEMENT (this "Lease ") is made as of the 19th of July, 2007 by and .�- betweenNORSTATES BANK f/k/a BANK OF WAUKEGAN, not individually but solely as CM ® Trustee under Trust Agreement dated January 1, 1982 and known as Trust No. 1338, whose w address is 1601 N. Lewis Avenue, Waukegan, Illinois 600$5 hereinafter referred to as "Lessor ", and SOUL TO SOLE DANCE STUDIO II, an�Illinois limited liability company. WITNESSETH4:. Ze e:) � all For and in consideration of the mutual covenants and agreements hereinafter stated to be performed, and subject to the terms and conditions hereof, Lessor does hereby lease to Lessee, = and Lessee hereby leases from Lessor, the premises ( "Premises ") comprised of all rentable space C3 r/ of the building (the "Building ") as depicted on Exhibit A attached hereto and made a part hereof, ,: Q commonly known as 1350 Abbott Court, Buffalo Grove, Illinois, which Building is located on the land (the "Land ") legally described on Exhibit B attached hereto and made a part hereof, and CJ which Building consists of approximately 11,829 square feet of rentable space (approximately 10,477 rentable square feet on the first floor and approximately 1,352 square feet of rentable square feet on the second floor of the Building). (The Land and any improvements thereon are hereinafter referred to collectively as the "Property".) Any statement of size of the Premises or Building set forth in this Lease, or that may have been used in calculating rent, is an approximation which the parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less. Lessor is a land trust whose sole beneficiaries are Seth Pines and Frances Krasnow. 1. AUTHORIZED USE AND TERM. The Premises shall be used for dance studio and office and for no other purpose or any other use permitted by law and approved by Lessor, which approval shall not be unreasonably withheld, for a term commencing on September 4, 2007 or such other date as is provided for herein ( "Commencement Date ") and expiring on January 31, 2013 (the "Term "), unless sooner terminated or extended in accordance with the provisions hereof. If Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. In such event, the duration of the Term shall remain the same and the scheduled expiration date hereunder shall be delayed by a like number of days. Promptly upon determination of the Commencement Date, Lessor and Lessee shall execute a memorandum, setting forth the Commencement Date and the expiration date of this Lease, and the period of time for Lessee's exercise of the option to extend provided for in Section 44 below. The foregoing notwithstanding, if the existing tenant in the Premises holds over beyond the expiration of the term of the existing lease for the Premises, (a) Lessor shall make commercially reasonable efforts to cause said tenant to vacate the Premises, and (b) any amounts collected by Lessor from said tenant as a result of such holding over, after the payment of all costs and expenses, including attorneys' fees and court costs, and damages incurred by Lessor (which damages, for the purposes only of determining the amount due Lessee under this sentence, if any, shall not include any holdover base rent collected by Lessor in excess of the base rent that Lessor would have been entitled to had the base rent thereunder increased by the same percentage as the increase in the base rent for the .last year of such lease term over the year preceding that (the "Deemed Base Rent ")), shall be paid to Lessee to the extent it can reasonably substantiate to Lessor the damages it has suffered because of such holdover, with the balance, if any, including any amounts by which such holdover base rent collected by Lessor exceeds such Deemed Base Rent to be retained by Lessor. 2. RENT. The following rent (sometimes hereinafter called "Base Rent ") shall be payable monthly in installments, one each in advance promptly on or before the first day of every calendar month or partial calendar month of the Term and a pro rata sum shall be payable for fractions of any month if the Term shall commence or expire on any day other than the first or last day of a month: Annual Base Rent Monthly Base Rent Commencement Date through the first Two (2) months of the Term $0.00 $0.00 Third (P) month through Fifteenth (15th) month of the Term $118,200.00 $9,850.00 Sixteenth (16t) month through Twenty eighteenth (28th) month of the Term $120,564.00 $10,047.00 Twenty ninth (29th) month through Fortieth (40th) month of the Term $122,976.00 $10,248.00 Forty first (41S) month through Fifty second (52 "d) month of the Term $125,436.00 $10,453.00 Fifty third (53`d) month through Sixty fourth,(64th) month of the Term $127,944.00 $10,662.00 The forgoing notwithstanding, the monthly Base Rent for the months of August 2008 and August 2009 shall be abated and one - twelfth of the final Taxes (as hereinafter defined) due from Lessee for the months of August 2008 and August 2009 shall be abated, and, in furtherance thereof, for the calendar years 2008 and 2009, Lessor's estimate of Taxes payable by Lessee as provided below in this Section 2 shall be based on 11 /12ths of Lessor's estimate of Taxes for each such year and the statement of actual Taxes for each such calendar year shall be based on 11 /12ths of the actual Taxes for each such year, provided that this sentence shall not apply if at any time prior to the applicable abatement or reduction Lessee is in default hereunder, provided that, if at the time of such applicable abatement or reduction an event which with the passage of time or giving of notice or both would constitute a default by Lessee under this Lease has occurred and is continuing, this sentence shall apply to such abatement or reduction if and promptly after Lessee subsequently cures the same within any applicable cure period. As used herein, a "Lease Year" shall mean as follows: a period of twelve (12) consecutive calendar 0j, 0 months, the first Lease Year commencing on the Commencement Date. Each succeeding Lease Year shall commence on the anniversary date of the first Lease Year. Any portion of the Lease Term which is less than a Lease Year shall be deemed a partial Lease Year. The foregoing notwithstanding, if the Commencement Date occurs on a date other than the first day of a calendar month, then the Lease Term shall be extended until the last day of the last month when the initial Lease Term would otherwise have ended and such partial calendar month shall be included in the last Lease Year of the initial Term, and the Base Rent payable during the last Lease Year shall be increased proportionately. All sums due under this Lease shall be deemed to be rent due under this Lease and shall be payable in accordance with the terms of this Lease. Unless otherwise provided in this Lease, rent shall be payable to Pines Development Corp. at 194 -A Skokie Valley Road, Highland Park, IIlinois 60035, or to any other person or entity or at such other place as Lessor may from time to time designate by notice to Lessee. Lessee's covenant to pay rent is and shall be independent of each and every other covenant of this Lease. Lessee agrees that any claim by Lessee against Lessor shall not be deducted from rent nor set off against any claim for rent in any action. Lessee shall pay as additional rent an amount equal to the Taxes for each calendar year all or part of which falls within the Lease Term. "Taxes" means (a) real estate taxes and assessments, both general and special, assessed or imposed with respect to the Property (not including the Excess Land, as hereinafter defined) payable during any calendar year all or part of which is included in the Lease Term, not including the first two months on the Lease Term (allocated as hereinafter provided, (b) taxes based upon leases or the receipt of rent which either supplement, are in addition to or are in lieu of any item described in (a) above, and (c) reasonable fees and expenses incurred by Lessor to obtain a reduction of or a limit on the increase in any of items (a) through (c) above as agreed to by the parties, which approval shall not be unreasonably withheld, delayed or conditioned, regardless of whether or not any such reduction or limitation is obtained; provided, however, that Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, capital stock or, except as provided above, net income tax imposed upon Lessor. The Excess Land is that portion of the Property labeled as such on Exhibit A attached hereto. The parties agree, that for purposes of determining the Taxes attributable to the Property, not including the Excess Land, the Taxes attributable to the land portion of the Property as shown on the tax bills for the Property shall be multiplied by Sixty six percent (66 %), provided that, if due to improvements that are hereinafter made to the Excess Land or other circumstances that make such determination inappropriate or impossible, the parties agree that such allocation shall be on an equitable basis such that Lessee is not responsible for the Taxes attributable to the Excess Land or any improvements thereon. Lessor shall notify Lessee of Lessor's estimate of the Taxes for each Lease Year and thereafter Lessee shall pay 1/12 of such amounts in equal monthly installments on the first day of each month during such Lease Year. If, at one or more times during any Lease Year, Lessor revises its estimate of Taxes for such Lease Year, Lessor may notify Lessee of such revised estimate or estimates, and of the increase or decrease in monthly payments necessary to cause the total monthly payments during such Lease Year to equal Lessor's then current estimate of Taxes for such Lease Year, and Lessee shall pay such revised monthly payment amount on the first day of each calendar month remaining in such Lease Year. 3 0 The Taxes for the years in which the Term begins and ends shall be prorated on a per diem basis. After Lessor receives the bills for all Taxes payable during each Lease Year, Lessor shall furnish to Lessee a statement setting forth the actual Taxes for such Lease Year and, within 10 days after receipt of such statement, Lessee shall pay to Lessor the excess, if any, of such actual Taxes for such Lease Year as shown in said statement over the amount of the payments theretofore made by Lessee with respect to Taxes for such Lease Year. If the total estimated monthly payments paid by Lessee for any Lease Year exceeds the actual Taxes for such Lease Year, any such excess shall be credited against payments due or next becoming due hereunder or, at Lessor's option, if Lessee is in default hereunder, which default has not been cured within any applicable cure period, applied in any manner that the Security Deposit could be applied as provided in Section 3 below. Taxes "for" a Lease Year shall mean Taxes payable for that Lease Year, regardless of when the same are levied or assessed. Delay in computing any Taxes shall neither be deemed a default by Lessor or a waiver of the right to collect the Taxes in question. Notwithstanding anything seemingly to the contrary in this Lease, Lessee shall make monthly payments on account of Taxes, the amount of which is to be estimated by Lessor, based on Lessor's most recent estimate thereof until Lessor notifies Lessee of a revision to such estimate. In addition, Lessee agrees to pay all taxes on its Trade Fixtures and Personal Property (as those terms are hereinafter defined) on or before the date that such taxes become due. 3. SECURITY DEPOSIT. Lessee shall deposit with Lessor, as security for Lessee's full and faithful performance of Lessee's obligations hereunder, the cash amount of Nine Thousand Eight Hundred Fifty and No1100ths Dollars ($9,850.00) (the "Security Deposit "), which amount shall be due and payable no later than five (5) business days before the third anniversary of the Commencement Date. Lessee may not elect to apply any portion of the security deposit toward the payment of Rent or other charges payable by Lessee under this Lease. Lessor shall not be required to keep the Security Deposit separate from its general funds or pay any interest on such deposit. If Lessee defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Rent, and such default remains uncured beyond applicable cure periods provided hereunder, then Lessor may, as applicable, in addition to any and all other remedies use, apply or retain all or any part of the Security Deposit for the payment of any Rent and any other sum in default, or for the payment of any other amount which Lessor may spend or become obligated to spend by reason of Lessee's default or to compensate Lessor for any other loss or damage which Lessor may suffer by reason of Lessee's default. Lessee shall within five (5) days after written demand therefore, deposit cash with Lessor in an amount sufficient to restore the Security Deposit to the full amount hereinabove stated and Lessee's 4 9 ! failure to do so will be a material breach of this Lease. If Lessee Lessee shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit shall be returned to Lessee within thirty (30) days after the expiration of the Term and Lessee's vacation of the Premises. 4. INTEREST AND LATE CHARGES. If Lessee shall fail to timely pay when the same is due and payable any monthly Base Rent or Taxes, or any other payments to be made by Lessee pursuant to this Lease (which payments, except for the Security Deposit, are sometimes referred to herein collectively as "rent ", "Rent" or "rental "), such unpaid amounts shall bear interest from the due date thereof, or, with respect to amounts advanced or paid by Lessor under any provision hereof for which Lessor is entitled to reimbursement by Lessee, from the date Lessor advances or pays such amounts, to the date of payment by Lessee at a rate equal to three percent (3 %) over the prime rate announced from time to time by JPMorgan Chase Bank, N.A. or any successor thereto as its prime rate (the "Default Rate "). Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, and any remaining amount to any other outstanding charges or costs. 5. UTILITIES. Lessee shall purchase all utility services including, but not limited to, gas, water, sewerage, electricity and telephone, from the utility or municipality providing such service and shall pay for all fees to start the service with such utility or municipality. Additionally, Lessee shall bear its own security and intrusion alarm and monitoring system costs in connection with the Premises. Lessee shall provide its own scavenger, cleaning and extermination services and shall pay for such services promptly when payments therefor are due. Lessor makes no representation or warranty that the heat, electric service, water, sewer service or any other service will be free from interruptions caused by war, insurrection, civil commotion, riots, acts of God or enemy or government action, repairs, renewals, improvements, alterations, strikes, lockouts, picketing, whether legal or illegal, accidents, inability of Lessor to obtain fuel or supplies, or any other cause or causes. Any such interruption of service shall never be deemed an eviction or disturbance of the Lessee's use and possession of the Premises or any part thereof, or render the Lessor liable to the Lessee for damages, or relieve the Lessee from performance of the Lessee's obligations under this Lease including the obligation to pay Rent. 6. CONDITION OF PREMISES REPAIRS REPLACEMENT AND MAINTENANCE. . (a) Lessor shall tender possession of the Premises to Lessee on the Commencement Date in its then "as is" condition, and Lessee shall accept possession of the Premises on such date. Prior to entry onto the Premises, Lessee shall furnish to Lessor evidence satisfactory to Lessor that the insurance coverage required of Lessee pursuant to Section 12 of this Lease is in effect. The taking of possession of the Premises by Lessee shall be conclusive evidence as against Lessee that the Premises were in good order and satisfactory condition at the time of such possession, and that there has been no promise of Lessor to alter, remodel, improve, repair; decorate or clean any part of the Premises or the Property of which it is a part, and no representation respecting the condition of the Premises or the Property of which they are a part, has been made by Lessor to Lessee except as set forth in this Lease. Anything to the contrary contained herein notwithstanding, (i) Lessee shall have a period of time, not to exceed six (6) weeks, prior to the Commencement Date and after .Lessor has granted Lessee and its contractors access to the Premises to perform any Lessee Alterations required by it prior to the Commencement Date and to decorate, furnish, and equip the Premises, subject to the provisions of Section 7 below, so long as Lessee complies with its obligations under this Lease, and (ii) the Commencement Date shall commence on the earlier of six (6) weeks after Lessor grants Lessee and its contractors such access (and such time period shall be deemed to have commenced at such time such access is available to Lessee and its contractors but for Lessee's satisfaction of the requirements of Section 7 or Lessee's other obligations under this Lease) and the date Lessee opens for business. The parties acknowledge that neither such access to the Premises nor such Lessee Alterations, decorating, furnishing or equipping pursuant to the immediately preceding sentence shall create a landlord -tenant relationship between the parties, constitute occupancy of the Premises or cause the Term to commence, except to the extent otherwise therein provided. Except as stated in Section 6(b) as Lessor's responsibility, Lessee shall, at all times, keep the Premises in accordance with all applicable laws, directions, rules, regulations, codes, ordinances and covenants or restrictions of record, now or hereafter in force and effect ( "Legal Requirements "), and at Lessee's sole expense, and in all respects, Lessee shall comply with all Legal Requirements applicable to Lessee's use of the Premises. The foregoing notwithstanding, Lessor shall at its expense seal coat and restripe the existing parking lot on the Property and repaint the north exterior wall of the Premises promptly after the Commencement Date. (b) Except as otherwise provided in this Lease, during the Term of this Lease, Lessor shall maintain all structural components of the Premises, including foundations, roof and load - bearing walls, and will perform all exterior Building, landscaping and ground maintenance of the Property, but not snow plowing and removal or exterior window washing. Except for the obligations of Lessor under the immediately preceding sentence, during the Term of this Lease, Lessee shall, at its own cost and expense: (i) keep and maintain the Premises, and any equipment (wherever located) that serves only Lessee or the Premises, specifically including, without limitation, the heating, ventilating and air conditioning equipment, in good condition and repair, ordinary wear and tear excepted, (ii) keep the Premises, and any equipment (wherever located) that services only Lessee or the Premises from falling temporarily out of repair or deteriorating, (iii) keep and maintain the interior elements of improvements at any time situated upon the Premises, and all areas adjacent thereto, safe, secure, clean and sanitary and in full compliance with all health, safety and police regulations in force, (iv) cause the exterior of any windows of the Premises to be cleaned, and (v) cause snow plowing and removal from the Property. Lessee's obligations under this Section 6(b) shall include any reasonably necessary repairs and replacements. Anything to the contrary contained in the two immediately preceding sentences notwithstanding, (A) subject to force majeure, Lessor will, at all times during the Term, cause the sprinkler system of the Premises to be served by a sprinkler monitoring system connected to the local Fire Department or to a qualified monitoring service approved by Lessor, (B) Lessor shall, at Lessee's sole expense, procure and maintain contracts for the HVAC equipment in the Premises or serving only the Premises and Lessee shall pay Lessor for the expense thereof within ten (10) days after notice of any such amount, (C) Lessor warrants the operation of all mechanical systems within the Premises to the extent included within any work performed by the beneficiary of Lessor or any affiliate thereof for a period of one (1) year from the Commencement Date, and (D) subject to Lessee's indemnification of Lessor as set forth in Sections 11 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, to the extent not to be performed by Lessor hereunder, if the HVAC system is in need of replacement at any time after the Commencement 3 Date, Lessee shall only be responsible for the cost of such replacement as amortized over its useful life, as reasonably estimated by the parties, and then only for the number of years left in the Lease Term (prorated for any partial years), and Lessor shall reimburse Lessee for the such excess reasonable cost at the expiration of the Lease Term (not resulting from an event of default by Lessee). The warranty contained in clause (C) in the immediately preceding sentence excludes remedy for damage or defect caused by abuse, modifications not executed by the Lessor or its contractors or subcontractors, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. Anything to the contrary contained herein notwithstanding, and without limitation to any other provisions of this Lease limiting Lessor's obligations, relieving it from liability or by which Lessee agrees to indemnify, defend and/or hold harmless Lessor, Lessor's obligations under this Section 6(b) are subject to the provisions of Paragraphs 6(a), 6(c), 11, 12(b), 17 and 23. (c) If Lessee fails to make any repairs or replacements or to perform any maintenance required by this Lease promptly and adequately, or if Lessee fails to perform any of its other obligations under this Lease promptly and adequately, Lessor may, after ten (10) days' prior written notice to Lessee, or such shorter notice or without notice in the case of an emergency, make such repairs or perform such maintenance or perform any such other obligations, and upon completion thereof, Lessee shall pay as additional rent all of Lessor's costs and expenses incurred in connection therewith plus a reasonable amount for overhead. Nothing herein implies any obligation on the part of Lessor to perform any of the foregoing obligations of Lessee. Except to the � extent prohibited by law, Lessor shall not be liable for any damage occasioned by failure to keep the Property in repair, nor for any damage done or occasioned by or. from plumbing, gas, water, sprinkler, steam or other pipes or sewerage or the bursting, leaking or running of any pipes, tank or plumbing fixtures, in, above, upon or about the Premises, nor for any damage occasioned by water, snow or ice being upon or coming through the roof, skylights, trap door or otherwise, nor for any damages arising from acts or neglect of any owners or occupants of adjacent or contiguous property. (d) Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. To the extent not prohibited by law, Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. ALTERATIONS AND IMPROVEMENTS BY LESSEE; SURRENDER. (a) Lessee shall not make any permanent or structural alterations or additions to the Premises, including, but not limited to, alterations to the mechanical, electrical and plumbing systems, nor make any alterations or additions that are visible from the outside, or involve puncturing, relocating or removing the roof, ceilings, floors or any existing walls, or any roof penetrations and/or install anything on the roof, nor make any other alterations or additions which cost more than $10,000 per annum in the aggregate, without Lessor's prior written consent which shall not be unreasonably withheld; provided, however, that Lessee shall give Lessor prior notice of any alterations or additions that do not require Lessor's prior written consent and all such work (whether or not required Lessor's prior written consent) by Lessee otherwise complies VA with the provisions of this Section 7. Lessee shall pay the cost of all such permitted alterations and additions. (b) With respect to any such alterations or additions requiring Lessor's prior written consent, before commencement of any work or delivery of any materials onto the Premises, Lessee shall furnish Lessor with plans and specifications, names and addresses of contractors, copies of contracts and necessary permits in form and amount reasonably satisfactory to Lessor. Neither review nor approval by Lessor of Lessee's plans and specifications submitted under this Lease shall constitute representation or warranty by Lessor that any of such drawings either (i) are complete or suitable for their intended purpose, or (ii) comply with applicable laws, ordinances, codes and regulations, it being expressly understood by Lessee that Lessor assumes no responsibility or liability whatsoever to Lessee or any other person or entity for such completeness, suitability or compliance. Should Seth Pines or any affiliate enter into an agreement with Lessee to provide any architectural or construction services or work with regard to any Lessee alterations or additions, the same shall be governed by any separate agreement that Seth Pines or such affiliate and Lessee may enter into with respect thereto, and no alleged delays or other defaults thereunder by Seth Pines or such affiliate shall be deemed a delay or default by Lessor hereunder or otherwise affect this Lease, the Commencement Date or Lessee's obligations hereunder, the parties agreeing the any rights and remedies that Lessee may have with regard thereto shall be governed by such separate agreement and not this Lease. Whether or not Lessee furnishes Lessor the foregoing, Lessee hereby agrees to indemnify, defend (with counsel reasonably acceptable to Lessor) and hold harmless Lessor and its beneficiaries from any and all claims, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) of every kind and description which may arise out of or be connected in any way with any alterations or additions to the Premises (or the removal thereof) made by or at the direction of Lessee (including, without limitation, alterations or additions for which Lessor's consent is not required hereunder). Before commencing any work in connection with alterations or additions, Lessee shall furnish Lessor with all applicable governmental permits and certificates of insurance from all contractors performing labor or furnishing materials insuring Lessor and its beneficiaries against any and all liabilities which may arise out of or be connected in any way with said additions or alterations, and Lessor and its beneficiaries shall be named as an additional insured under all such policies (except with respect to worker's compensation insurance). Any alterations, additions, maintenance or inspection by Lessee shall be made by such contractors or inspectors, and subject to such conditions, as are reasonably acceptable to Lessor. Upon completing any alterations or additions (including, without limitation, alterations or additions for which Lessor's consent is not required hereunder), Lessee shall furnish Lessor with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All alterations and additions (including, without limitation, alterations or additions for which Lessor's consent is not required hereunder) shall comply with all insurance requirements and with the requirements of all Legal Requirements. All alterations and additions (including, without limitation, alterations or additions for which Lessor's consent is not required hereunder) shall be constructed in a good and workmanlike manner, in accordance with any approved plans and specifications, all permits and all Legal Requirements, using only good grades of materials. Lessee shall permit Lessor or Lessor's beneficiaries or the beneficiaries' agent, at Lessee's expense, to supervise construction operations in connection with any alterations and additions if Lessor requests to do so. 0 (c) Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all of Lessee's non -trade fixtures and all improvements and alterations, temporary or permanent, in or upon the Premises, placed or caused to be placed there by Lessee (collectively, "Lessee Alterations "), shall become Lessor's property and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise without compensation or allowance or credit to Lessee. Lessee shall remove Lessee's trade fixtures ( "Trade Fixtures ") and furniture, equipment and machinery and all other items of personal property of every kind and description ( "Personal Property ") from the Premises prior to the end of the Tenn, however ended. Lessee shall restore and repair any damage caused by the removal of Lessee Alterations, Trade Fixtures and Personal Property in order to restore the Premises to its physical condition prior to the installation of the same, ordinary wear and tear excepted. The foregoing notwithstanding, other than with respect to any Lessee Alterations made substantially in compliance with the plans delivered to and approved by Lessor prior to the execution of this Lease by the parties, Lessor may, by delivery to Lessee of written notice from Lessor, require that any or all such Lessee Alterations be removed by the expiration or termination of this Lease (or as soon thereafter as is practicable if such notice is given less than thirty (30) days before the end of the Lease Term). If Lessee does not remove all Lessee Alterations if required, or any of Lessee's Trade Fixtures and Personal Property, Lessor may remove the same. All such property removed from the Premises by Lessor may be handled, removed or stored by Lessor at the cost and expense of the Lessee, and the Lessor shall in no event be responsible for the value, preservation or safekeeping thereof. Lessee shall pay Lessor upon demand for all such expenses incurred by Lessor for so long as the same shall be in Lessor's possession or under Lessor's control. All such property not removed from the Premises or retaken from storage by Lessee within thirty (30) days after the end of the Term, however terminated, shall, at Lessor's election, be conclusively deemed to have been conveyed by Lessee to Lessor as by bill of sale without further payment or credit by Lessor to Lessee. Notwithstanding the foregoing, if Lessee so requests in writing at the time Lessee requests permission to perform Lessee Alterations in the Premises pursuant to this Section 7, Lessor shall notify Lessee at the time Lessor delivers approval to Lessee as to which portions, if any, of such Lessee Alterations will be required to be removed from the Premises at the expiration of the Lease Term or the sooner termination of Lessee's right to possession hereunder. (d) Subject to Lessee's obligation to remove all Lessee Alterations to the extent provided in Section 7(c) and all of Lessee's Trade Fixtures and Personal Property, Lessee shall surrender the Premises by the expiration of the Term or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. . 8. MECHANIC'S LIEN. Lessee shall pay, when due, and will not permit any mechanic's liens to be placed upon the Premises or Property or any building or improvement thereon during the Term hereof, for any labor or materials furnished or alleged to have been furnished to or for Lessee at or for use of the Premises or the Property or any building or improvement thereon, and in case of the filing of any such lien, Lessee will promptly notify Lessor, pay the full amount due and obtain and file a release of such lien. If Lessee defaults in the performance of its obligations under this Section 8, in addition to any other rights and 9 0 0 remedies of Lessor, the Lessor shall have the right and privilege, at Lessor's option, to pay the amount due or any portion thereof, without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest shall constitute additional indebtedness hereunder due from Lessee to Lessor, and shall be repaid to Lessor immediately on presentation of the bill therefor, together with interest at the Default Rate. 9. ACCESS TO PREMISES. Lessee, after reasonable notice (except in the case of emergency), will allow Lessor access to the Premises for the purpose of examining or exhibiting the Premises, or to make any repairs, replacements, additions or alterations thereof which Lessor may reasonably see fit to make or shall be required to make under this Lease. In addition, six months (6) prior to the expiration of the Term hereof, or at any time after a default by Lessee hereunder that has not been cured within any applicable cure period, Lessor shall be permitted to place notice of "For Rent" in the Premises. 10. HOLDING OVER. Lessee will, at the termination of this Lease, by lapse of time or otherwise, yield up immediate possession to Lessor (and Lessee's failure to remove immaterial amounts of its furniture, fixtures or equipment shall not be considered a failure to so yield possession) and failing to do so, will pay for each day that such possession is withheld, the sum of Four Hundred Fifty and No /100 Dollars ($4,50.00) per day, and Lessee shall also pay all damages, consequential as well as direct, sustained by Lessor by reason of such retention; but the provisions of this clause shall not be held as a waiver by Lessor of any right of re -entry as hereinafter set forth; nor shall the receipt of said rent or any part thereof or any other act in apparent affirmance of tenancy, operate as a waiver of the right to forfeit this Lease and the Term hereby granted for the period still unexpired for a breach of any of the covenants herein. If, with the written consent of the Lessor, Lessee shall remain in possession of the Premises after the termination of this Lease, such possession shall not be considered as creating a hold -over tenancy, but shall be considered as a tenancy from month to month at one hundred ten percent (110 %) of the monthly rent payable during the last month of the Term unless Lessor and Lessee otherwise agree in writing. If written consent is not given to Lessee by Lessor, such consent shall not be considered implied or otherwise given. 11. INDEMNIFICATION OF LESSOR. Except to the extent prohibited by law, Lessee covenants and agrees that it will protect and save and keep Lessor and the beneficiaries of Lessor and their respective officers, directors, partners, employees and agents (collectively, the "Lessor Indemnified Parties ") forever harmless and indemnified against and from any loss, cost, expense (including without limitation reasonable attorneys' fees), liability, obligation, claim, damage, charge, penalty or cause of action (a) imposed for any violation of Legal Requirements, whether occasioned by neglect of Lessee or those holding under Lessee, (b) arising out of any failure of Lessee in any respect to comply with and perform all the requirements and provisions of this Lease, or (c) imposed upon or incurred by or asserted against Lessor or any of the other Lessor Indemnified Parties by reason of (i) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Property, or resulting from any act or omission of Lessee or anyone claiming by, through, or under Lessee, or (ii) the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof at the request of Lessee. In case any action, suit or proceeding is brought against Lessor or any of the other Lessor Indemnified Parties by reason of any such occurrence, Lessee 10 will, at Lessee's expense, by counsel reasonably acceptable to Lessor, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. Except to the extent prohibited by law, Lessor covenants and agrees that it will protect and save and keep Lessee and its officers, directors, partners, members, managers, employees and agents (collectively, the "Lessee Indemnified Parties ") forever harmless and indemnified against and from any loss, cost, expense (including without limitation reasonable attorneys' fees), liability, obligation, claim, damage, charge, penalty or cause of action (a) imposed for any violation of Legal Requirements by Lessor which Lessor is obligated to abide by hereunder, (b) arising out of any failure of Lessor in any respect to comply with and perform all the requirements and provisions of this Lease required by this Lease to be performed by Lessor, or (c) imposed upon or incurred by or asserted against Lessee or any of the other Lessee Indemnified Parties by reason of any accident, injury to or death of persons or loss of or damage to property occurring on or about the Property resulting from any negligent act or negligent omission of Lessor or anyone claiming by, through, or under Lessor. In case any action, suit or proceeding is brought against Lessee or any of the other Lessee Indemnified Parties by reason of any such occurrence, Lessor will, at Lessor's expense, by counsel reasonably acceptable to Lessee, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The terms of this paragraph shall survive the expiration or earlier termination of this Lease. 12. INSURANCE. (a) At Lessee's sole cost and expense, Lessee shall obtain and maintain in effect at all times during the Term of this Lease, the following insurance issued by companies and in amounts satisfactory to Lessor: (i) commercial general liability insurance on an occurrence basis including contractual liability insurance insuring Lessee and its agents and employees against claims for personal injury, death and property damage occurring upon, in or about the Premises, and naming Lessor, its beneficiaries and their respective agents and employees and any Lender (as hereinafter defined) specified by Lessor as additional insureds by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured- Managers or Lessors of Premises" Endorsement, which coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire, as follows: bodily injury and property damage in the amount of Three Million Dollars ($3,000,000) for each occurrence and Five Million Dollars ($5,000,000) annual aggregate; provided, however, that Lessor shall have the right to direct Lessee to change the amounts of said insurance in Lessor's reasonable business judgment. Such policy shall not contain any intra - insured exclusions as between insured persons or organizations. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (ii) fire, extended coverage, theft, malicious mischief, vandalism and sprinkler leakage insurance and all other hazards covered under a special form policy insuring Lessee's Personal Property and Trade Fixtures and all Lessee Alterations against all risks of direct physical loss or damage, in an amount equal to the replacement cost thereof, including coverage for debris removal and the enforcement of all Legal 11 i Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause and inflation guard protection. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $10,000 per occurrence. The proceeds of such insurance shall be used by Lessee, together with such other sums as may be necessary, for the repair or replacement of such property with respect to which any such proceeds were paid. (iii) worker's compensation and employer's liability insurance policies. (iv) such other insurance as Lessor may from time to time reasonably require. Such insurance shall be by companies reasonably acceptable to Lessor. The original policies of all such insurance (and renewals thereof) so obtained by Lessee, or certificates or thereof or binders therefor reasonably acceptable to Lessor, shall be delivered by Lessee to Lessor prior to Lessee's taking possession of the Premises. All liability insurance policies shall be written on an occurrence basis. At least ten (10) days prior to the expiration of such policies, Lessee shall make payment of each premium payable under each such insurance policy and furnish Lessor with evidence of such timely payment together with any renewal or substitute insurance policies or certificates or binders of insurance. reasonably acceptable to Lessor. If Lessee shall fail to obtain any insurance required hereunder or to pay all premiums with respect thereto, Lessor shall have the right, but shall not be obligated, to obtain any such insurance and/or pay all such premiums not so paid by Lessee, and thereupon to charge such premiums to Lessee as additional rent. Such policies shall be for a term of at least one year, or the length of the remaining Term of this Lease, whichever is less. Each policy of insurance required by this Lease shall contain an agreement by the insurer that such policy shall not be cancelled or modified without at least thirty (30) days' prior written notice to Lessor and to any Lender to whom a loss may be payable or who may be an additional insured thereunder, and to such other persons as may be designed in writing by Lessor. If Lessee shall fail to procure and maintain the insurance required to be carried by it, Lessor may, but shall not be required to, procure and maintain the same. Anything to the contrary contained herein notwithstanding, Lessor and Lessee hereby release each other and their respective beneficiaries and their and their beneficiaries' officers, directors, partners, members, managers, employees and agents for loss or damage to property caused by fire or other casualty for which insurance is carried hereunder by the party sustaining the loss, damage or injury at the time of such loss, damage or injury to the extent of any recovery to which the injured party is entitled under such insurance, or what would have been recovered had such party carried the insurance required hereunder. Lessor and Lessee shall use reasonable efforts to obtain waivers of subrogation rights by the insurer against Lessor or Lessee and such other parties, respectively, in all casualty insurance policies affecting any portion of the Property in which Lessor or Lessee or such other parties, respectively, are not a named insured. (b) Lessee will not make or permit to be made any use of the Premises which, directly or indirectly, is forbidden by any Legal Requirements, which creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties, 12 # Q which may be dangerous to life, limb or property, or which may invalidate any policy of insurance carried on the Premises or covering its operations or increase any premiums for such insurance. Any increased premiums incurred by Lessor with respect to insurance coverages carried by Lessor relating to the Premises on account of Lessee's specific use of the Premises shall be paid by Lessee to Lessor as additional rent within five (5) days after demand by Lessor and receipt of a copy of evidence of the increased insurance premium, along with an explanation of the increase. 13. DEFAULTS. Lessee agrees that any one or more of the following events shall be considered events of default as said term is used herein: (a) Lessee or Guarantor (as hereinafter defined) shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Lessee or Guarantor asking for reorganization or dissolution of Lessee or Guarantor under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or (b) Lessee or Guarantor shall file or admit the jurisdiction of the court to the material allegations contained in any petition in bankruptcy or any petition contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now of hereafter amended, or Lessee or Guarantor shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Lessee or Guarantor under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment or indebtedness, reorganization, arrangements, composition or extension; or (c) Lessee or Guarantor shall make any assignment for the benefit of creditors or shall apply for consent to the appointment of a receiver for Lessee or any of the property of Lessee; or (d) Lessee's interest in the Premises are levied upon by any revenue officer or similar officer as a result of Lessee's acts or omissions; or (e) A decree or order appointing a receiver of the property of Lessee or Guarantor shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or (f) Lessee shall abandon the Premises or vacate the same and, in either case, (i) where the coverage of the property insurance described in Section 12 is jeopardized as a result thereof, or (ii) without providing reasonable assurances to minimize potential vandalism; or (g) Lessee shall fail to maintain the Security Deposit required to be made by Lessee hereunder, or to make any payment required hereunder to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, constitutes waste or a public or private nuisance or is illegal, where such failure continues for a period of three (3) business days following written notice to Lessee, or 13 • 0 (h) Lessee fails to provide (i) any service contracts, (ii) an estoppel certificate, (iii) any document requested under Section 22 or 32, or (iv) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure in (i), (ii) or (iii) continues for a period of ten (10) days following written notice to Lessee, or (i) Any financial statement of Lessee given to Lessor is materially false, or 0) (i) the termination of the liability of Guarantor with respect to this Lease other than in accordance with the terms of the Guaranty (as hereinafter defined), or (ii) Guarantor's refusal to honor the Guaranty; or (k) Lessee shall (i) faiI to pay rent or other charges required to be paid hereunder within seven (7) days after notice from Lessor to Lessee of such failure, or (ii) default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Lessee (other than those contained in Sections 13(a) through 0) above or for which a specific or no cure period is otherwise provided in this Lease) within thirty (30) days after written notice from Lessor of such default (provided, however, that if such default by its nature cannot be cured within thirty (30) days, Lessee shall have such additional time to cure such default as may be necessary, provided that Lessee commences such cure within said 30 days and thereafter diligently prosecutes the same to completion and the same is completed within no more than a total of 60 days after such notice). Upon the occurrence of any one or more of such events of default, Lessor may, at its election, terminate this Lease or terminate Lessee's right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of Lessee's right to possession without termination of the Lease, Lessee shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Lessor. Upon termination of the Lease, Lessor shall be entitled to recover as damages all rent and other sums due and payable by Lessee on the date of termination, plus (1) an amount equal to the value of the rent and other sums provided herein to be paid by Lessee for the residue of the stated Term hereof, less the fair rental value of the Premises for the residue of the stated Term (taking into account the time and expenses necessary to obtain a replacement lessee or lessees, including expenses hereinafter described relating to recovery of the Premises, preparation for reletting and for reletting itself), and (2) the cost of performing any other covenants to be performed by Lessee. Lessor may, at Lessor's option, enter into the Premises, remove Lessee's signs and other evidences of tenancy. If Lessor elects to terminate Lessee's right to possession only without terminating the Lease, Lessor may take and hold possession thereof as hereinabove provided, without such entry and possession terminating this Lease or releasing Lessee, in whole or in part, from Lessee's obligations to pay the rent hereunder for the full Term or from any other of its obligations under this Lease. In any such event, Lessor shall make reasonable efforts to relet all or any part of the Premises for such rent and upon such terms as shall be satisfactory to Lessor (including the right to change the character or use made of the Premises). For the purpose of such reletting, Lessor may decorate or make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient. If Lessor does not relet the Premises, Lessee shall pay to Lessor on demand damages equal to the amount of the rent and other sums provided herein to be paid by Lessee for the remainder of the Lease Term. If the Premises are relet and a sufficient 14 � o sum shall not be realized from such reletting after paying all of the reasonable expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including attorneys' fees and brokers' commissions), to satisfy the rent and other charges herein provided to be paid for the remainder of the Lease Term, Lessee shall pay to Lessor on demand any deficiency, and Lessee agrees that Lessor may file suit to recover any sums falling due under the terms of this paragraph from time to time. Anything to the contrary contained herein notwithstanding, to the extent required by applicable law from time to time, Lessor or its beneficiaries or its beneficiaries' agent shall take reasonable measures to mitigate the damages recoverable against Lessee for any default by Lessee hereunder that is not cured within any applicable cure period. Notwithstanding anything to the contrary herein contained, Lessor shall not be required to serve Lessee with any notices or demands as a prerequisite to its exercise of any of its rights or remedies under this Lease, other than those notices and demands specifically required under this Lease. Inasmuch as Lessee is receiving notice of default as provided hereinabove, Lessee understands that such notice shall be deemed to expressly waive the service of any statutory demand or notice which is a prerequisite to Lessor's commencement of eviction proceedings against Lessee, including the notices specified in 735 ILCS § §5/9 -209 and 5/9 -210, as the same may be- amended or substituted for from time to time. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable period of time to perform an obligation required to be performed by Lessor. For purposes of this paragraph, a reasonable period of time shall in no event be less than thirty (30) days after written notice from Lessee to Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, specifying such failure; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 -day period and thereafter diligently pursued to completion. 14. REMEDIES CUMULATIVE. No remedy herein or otherwise conferred upon or reserved to Lessor shall be considered to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Lessor may be exercised from time to time and so often as occasion may arise or as may be deemed expedient. 15. NO WAIVER. No delay or omission of Lessor to exercise any right or power arising from any default shall impair any such right or power or be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be construed, taken or held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The acceptance by Lessor of any payment of rent or other charges hereunder after the termination by Lessor of this Lease or of Lessee's right to possession hereunder shall not, in the absence of agreement in writing to the contrary by Lessor, be deemed to restore this Lease or Lessee's right to possession hereunder, as the case may be, but shall be construed as a payment on account, and not in satisfaction, of damages due from Lessee to Lessor. 15 s o 16. HAZARDOUS SUBSTANCES. Lessee shall not be allowed to keep or use on the Premises any inflammable or explosive liquids or materials or Hazardous Materials, save such as may be necessary for use in the business of the Lessee, and in such case, any such substances shall be delivered in amounts and stored and used in accordance with the rules of Lessor's fire underwriters and their fire protection engineers and all Legal Requirements. Lessee shall only be permitted to use minimal quantities of such substances as the same may be required for the immediate operation of the business in the Premises. Lessee shall comply with all Environmental Laws (as hereinafter defined) relating to Lessee's use and occupancy of the Premises throughout the Term. Lessee hereby agrees to indemnify, defend (with counsel reasonably acceptable to Lessor) .and hold harmless Lessor and Lessor's beneficiaries and their respective employees and agents from and against, and shall reimburse Lessor and Lessor's beneficiaries and their respective agents and employees for, any and all Losses (as hereinafter defined) arising directly or indirectly from, out of or as a consequence of the release or presence of any Hazardous Materials (as hereinafter defined) resulting from Lessee's or its agent's, employee's, invitee's or contractor's acts or omissions on the Premises, regardless of when such presence may be discovered. For the purposes hereof, the following terms shall have the following meanings: "Environmental Laws" shall mean all federal, state and local environmental, health or safety laws, statutes, regulations, codes, ordinances and orders as well as applicable common law. "Hazardous Materials" shall mean any hazardous, toxic or dangerous substance, waste or material including, without limitation, asbestos, petroleum products and any and all substances and materials defined as hazardous, toxic or dangerous in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, any so- called "Superfund" or "Superlien" law or any other federal, state or local statute, law, ordinance, code, regulation, order, or other requirement of any governmental authority regulating, relating to or imposing liability for, or standard of conduct concerning, any hazardous, toxic or dangerous waste, substance or material as now or any time hereafter in effect. "Losses" shall mean any and all losses, claims, liabilities, damages, injuries to person, property or natural resources, costs, expenses, actions or causes of action including without limitation, any and all costs of removal, remediation of any kind, detoxification, clean up and disposal of such Hazardous Materials and the preparation of any closure or other required plans, all costs of causing the Property to comply with,all applicable Environmental Laws, all costs associated with claims for death or injuries to persons, or damages to property, or natural resources, and attorneys' fees, consultants' fees and court costs in connection with any of the foregoing whether or not litigation or administrative proceedings shall occur, as well as all costs and expenses incurred or suffered by reason of any violation of any applicable Environmental Law which occurs, or has occurred, upon the Property, or by reason of the imposition of any governmental, lien for the recovery of environmental clean-up costs expended by reason of such violation. 16 0 6 17. PROPERTY LOSS AND FIRE PROTECTION. (a) Lessee shall comply with all applicable fire codes of any governmental authority, and with the rules and regulations of Lessor's fire underwriters and their fire protection engineers, including, without limitation, the installation of adequate fire extinguishers. (b) Except to the extent prohibited by law, Lessee waives all claims it may have against Lessor and its beneficiaries and their respective employees and agents for damage or injury to property sustained by Lessee or any persons claiming through Lessee or by any occupant of the Premises, or by any other person, resulting from any part of the Property or any of its improvements, equipment or appurtenances becoming out of repair, or resulting from any accident on or about the Property or resulting directly or indirectly from any actor neglect of any person, including Lessor to the extent permitted by law. This Section 17(b) shall include, but not be limited to, damage caused by water, snow, frost, steam, excessive heat or cold, sewage, gas odors, or noise, or caused by bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or neglect of Lessee or any other person, including Lessor to the extent permitted by law, and whether such damage be caused by or result from any thing or circumstance above mentioned or referred to, or to any other thing or circumstance whether of a like nature or of a wholly different nature. (c) In the event the Premises shall be destroyed or damaged by fire, explosion, windstorm, or other casualty or by war or civil disorder, subject to receipt by Lessor of insurance proceeds therefor which are usable by Lessor for such purpose, Lessor shall restore the Premises (but not any Lessee Alterations) within a reasonable time after such destruction or damage provided that if such restoration cannot, in Lessor's reasonable opinion, be completed within 270 days after such damage or destruction (or such shorter period of time as remains in the Lease Term at the time); either party may terminate this Lease and the Term effective as of the date of such notice. Such notice shall be given, if at all, in writing by the date which is no later than five (5) days after the date that Lessor notifies Lessee whether or not, in its reasonable opinion, such restoration can be completed within sixty such 270 -day (or shorter) period, which notice shall be given by Lessor no later than forty five (45) days after such damage or destruction. While such damage is being repaired, Lessee shall be entitled to an equitable abatement of the Base Rent based on the percentage of the rendered Premises unsuitable from time to time for Lessee's use as reasonably determined by Lessee and Lessor; provided, however, that to the extent such damage arises as a result of the negligence of Lessee or its agents, employees, contractors or invitees, Base Rent shall not abate. Lessor shall not be required to spend more on the reconstruction than the insurance proceeds received and usable for such purpose by Lessor. In the event that Lessor shall restore the Premises in accordance with this paragraph and this Lease has not been terminated, Lessee shall take occupancy of the Premises on the date that Lessor grants possession of the Premises to Lessee with Lessor's reconstruction work substantially complete, and the Base Rent shall recommence as of the date that Lessor grants possession, provided that Base Rent shall not abate to the extent that Lessee is entitled to any business interruption or similar insurance proceeds therefor. 18. SIGNAGE. Lessee shall not, without Lessor's prior written consent (which consent shall not be unreasonably withheld) and the consent of the relevant governmental entity, install or maintain any signs on the Premises. All signs permitted by Lessor shall be removed by Lessee upon expiration or termination of the Lease, and Lessee shall be obligated to repair any 17 � a damage to the Premises or the improvements located thereon by reason of removal thereof. Lessee hereby indemnifies Lessor against any loss, cost and expenses which Lessor may incur in restoring the Premises after the removal. The foregoing notwithstanding, if Lessees uses the anchoring system used for the existing Jun -Air sign then it will only be obligated to return such anchoring system at the termination or expiration of this Lease or the Term hereof or Lessee's right to possession in the same condition it was in on the Commencement Date, ordinary wear and tear excepted. 19. REQUIRED PERMITS AND COMPLIANCE WITH LAWS Lessee shall obtain and at all times keep in force all necessary permits and meet and satisfy all Legal Requirements which must be met in order to operate any business operation which Lessee shall conduct on the Premises. 20. NOTICE OF ACCIDENT. Lessee shall give immediate notice to Lessor in case of fire or other casualty or accidents in the Premises or defects in the Building or other improvements on the Property or in any fixtures or equipment located thereon, including the presence of Hazardous Substance in, on, under or about the Premises, other than as previously consented to by Lessor or as permitted by this Lease, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the same. 21. ASSIGNMENT AND SUBLETTING. The Premises shall not be occupied in whole or in part by any person or persons other than the Lessee, and the Lessee shall not (I) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow to exist or occur any transfer of or lien upon this Lease or Lessee's interest herein by operation of law or otherwise; or (iii) sublet the Premises or any part thereof (individually or collectively, all of such items in clauses (I) through (iii) are referred to as a "Transfer ") without in each case, the consent in writing of the Lessor first had and obtained, which consent shall not be unreasonably withheld; provided, however that Lessor's consent to any such Transfer or the acceptance of rental from any successor occupant (whether consent shall have been obtained or not), shall not release the original Lessee or any subsequent assignee or sublessor from any covenant or obligation of thie Lease, and consent by Lessor to any Transfer shall not relieve Lessee from obtaining consent to future Transfer. Anything to the contrary contained herein notwithstanding, the granting of concessions or licenses ancillary and related to the business of the Lessee at the Premises of less than a total of twenty -five percent (25 %) of the area of the Premises at any one time (a "Permitted Transfer ") shall not require such consent from Lessor. Nothing in paragraph 21 shall impede or restrict the use of the premises by either Soul2Sole Dance, Inc. or Gotta Have It, Inc. In the event that Lessee requires Lessor's consent, Lessee shall, by notice in writing, advsie Lessor of its desire to, on and after a stated date (which shall not be less than fifteen (15) days after the date of Lessee's notice), assign this Lease or sublet any part or all of the Premises for the balance or any part of the Term. Lessee's notice shall request Lessor's consent to such transaction and shall include the name and address of the proposed assignee or subtenant, and sufficient information as Lessor deems necessary to permit Lessor to determine the appropriateness of the assignee or subtenant pursuant to the provisions of this Section 21. Prior to, and as a condition of the effectiveness of any such Transfer, Lessee shall deliver to Lessor true and complete copies of the documents evidencing such Transfer conforming to the requirements of this Lease. If Lessee shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Lessee hereunder from and after the date of assignment and agree to comply with and be bound by all of the terms, provisions and conditions of this Lease from and after such date. Such assumption shall be evidenced in a written instrument satisfactory to Lessor, the execution form of which shall be furnished to Lessor not later than fifteen (15) days prior to the effective date of the assignment. If Lessee shall sublease the Premises as permitted herein, Lessee shall obtain and furnish to Lessor a copy of a sublease not later than fifteen (15) days prior to the effective date of the sublease and in form satisfactory to Lessor. The sublease shall state that subtenant shall comply with and be bound by all of the terms, provisions and conditions of this Lease except to the extent otherwise provided in the sublease approved by Lessor and that it will attorn to Lessor, at Lessor's option and written request, in the event this Lease terminates before the expiration of the sublease. If subsequent to a Transfer, the transferee's obligations are rejected or disaffirmed as the result of a Bankruptcy Event (defined below), the transferor of such Transfer will not be relieved of its obligations under this Lease as a result thereof. If Lessee, having first obtained Lessor's consent to any Transfer, or if Lessee or a trustee in bankruptcy for Lessee pursuant to the United States Bankruptcy Code shall assign this Lease or sublet the Premises, or any part thereof, at a rental or for other consideration in excess of the aggregate of the Base Rent due and payable by Lessee under this Lease, then Lessee shall pay to Lessor as additional Rent, after deducting all of Lessee's reasonable costs of such Transfer, other than a Permitted Transfer, fifty percent (50 %) of such excess rent or other consideration within ten (10) days after Lessee's receipt thereof from time to time. Any transfer (including, without limitation, any dissolution, merger, consolidation or other reorganization of Lessee but excluding the transfer or exchange of any publicly traded stock) or any issuance, sale, gift, transfer or redemption of any capital stock of Lessee or other interest in Lessee (whether voluntary, involuntary or by operation of law, or any combination of the foregoing) of the direct or indirect power to affect the management or policies of Lessee or any direct or indirect change in twenty -five percent (25 %) or more of the ownership interest in Lessee shall constitute a Transfer subject to the provisions of this Section 21. Any Transfer without Lessor's prior written consent shall be of no effect and shall, at the option of Lessor, constitute an event of default under this Lease without any further notice or cure period. Lessee shall within ten (10) days after notice from Lessor to Lessee thereof promptly reimburse Lessor for any costs and expenses incurred by Lessor, including reasonable attorneys' fees, incurred by Lessor in considering any such Transfer, or any other request by Lessee, whether or not consummated. In the event of a default by Lessee hereunder that is not cured within any applicable cure periods, Lessor may, at its option, require any sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior defaults or of such sublessor. 19 s o 22. SUBORDINATION OR SUPERIORITY. The rights and interests of Lessee under this Lease, shall be subject and subordinate to any mortgage, trust deed, assignment for security or ground lease and to all renewals, modifications, and extensions thereof (a "Mortgage ") now or hereafter encumbering the Premises and to any and all advances made or to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. The holder of any such first Mortgage may elect that, instead of making this Lease subject and subordinate to its first Mortgage, the rights and interest of Lessee under this Lease shall have priority over the lien of its first Mortgage. Lessee agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required or requested by any Lender either to make this Lease subject and subordinate to such a Mortgage or to give this Lease priority over the lien of the Mortgage, whichever alternative may be elected by the holder of any Mortgage (a "Lender "). Lessee agrees that if this Lease is assigned as additional security for any Mortgage, and the Lessee is furnished with notice thereof, including the name and address of the Lender, then the Lessee shall provide the Lender with a notice of default and opportunity to cure equal to that provided to Lessor in Section 13 above, plus an additional reasonable period of time. 23. CONDEMNATION. (a) Taking of Whole. If the whole of the Premises shall be taken or condemned for a public or quasi - public use or purpose by a competent authority, or if such a portion of the Premises shall be so taken that as a result thereof the balance cannot be used for the same purpose and with substantially the same utility to Lessee as immediately prior to such taking, then, in either of such events, the Term of this Lease shall terminate upon delivery of possession to the condemning authority, and any award, compensation or damages (hereinafter sometimes called the "Award ") shall be paid to and be the sole property of Lessor whether the Award shall be made as compensation for diminution of the value of the leasehold estate or the fee of the Premises or otherwise and Lessee hereby assigns to Lessor all of Lessee's right, title and interest in and to any and all the Award. Lessee shall continue to pay rent and other charges hereunder until this Lease is terminated. Notwithstanding anything contained herein to the contrary, Lessee may retain any award for its Trade Fixtures or tenant moving expenses. (b) Partial Taking. If only a part of the Premises shall be so taken or condemned but the balance of the Premises can still be used for the same purposes and with substantially the same utility to Lessee as immediately prior to such taking, this Lease shall not terminate and Lessor, at its sole cost and expense, shall repair and restore the Premises (but not any Lessee Alterations). There shall be a pro rata reduction of Base Rent because of such taking or condemnation based on the number of square feet so taken or condemned. Lessor shall promptly and diligently proceed to make a complete architectural unit of the remainder of the improvements. In no event, however, shall Lessor be required to spend more on the repair and restoration of the Premises and other improvements than the condemnation proceeds received and usable by Lessor for such purpose. 24. ESTOPPEL CERTIFICATE. Lessee agrees at any time and from time to time, upon not less than ten (10) days' prior written request by Lessor, to execute, acknowledge and deliver to Lessor a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), the date to which the rental and other charges have been 20 !. 0 paid in advance, if any, the amount of the rental and Security Deposit, and certifying as to such other matters as Lessor shall reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser of the Property or Lender. 25. PARKING, TRASH AND OTHER COMMON AREAS. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the Term of this Lease, the right to use, in common with others entitled to such use, parking areas, loading dock areas, trash areas, roadways, walkways, driveways and landscaped areas on the Property, not including the Excess Land ( "Common Areas"). Except to the extent otherwise herein provided, Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas. Lessor shall have the right, in Lessor's sole discretion, from time to time, provided that the same does not materially and adversely affects the conduct of Lessee's business unless such rule or regulation is required by law: (a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of the driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; and (c) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Property as Lessor may, in the exercise of sound business judgment, deem to be appropriate, including alterations, additions or improvements, whether structural or otherwise, in and about the Building or the Property for the benefit of the Excess Land. Lessee shall be allocated all of the parking spaces at the Property (not including any parking that may be constructed on the Excess Land). Lessee shall be solely responsible for enforcing this provision. Lessee shall neither use nor permit use of the parking area in such a manner as to obstruct the driveway serving the parking area. If Lessee permits or allows any prohibited activities as described in the immediately preceding sentence or the rules and regulations then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. Lessee shall store all waste, scrap, and garbage in enclosed metal containers. Waste containers are to be stored within designated areas in an orderly.and sightly manner. No outside storage of materials and equipment shall be permitted without the prior written consent of Lessor. 26. FIRE EXTINGUISHERS. Lessee shall purchase and maintain at its expense any and all fire extinguishers required by Lessor's insurance companies or governmental authorities. 21 27. SEWERS. Lessee shall use the storm sewers for all non - polluted water and shall not direct or discharge any polluted water into the sanitary sewer. Lessee shall not discharge any substance into the sanitary sewer which would damage or obstruct the sanitary sewer system. Lessee shall pay all sewer use charges. 28. RULES AND REGULATIONS. Lessee shall comply with all rules and regulations as may from time to time be promulgated by Lessor with respect to the use of the Premises and any Common Areas. Lessor shall provide Lessee with ten (10) days prior written notice before any new rule or regulation shall become effective. Lessee agrees to abide by and conform to all such rules and regulations, and shall cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Anything to the contrary contained herein notwithstanding, Lessor shall not institute a new rule or regulation which materially and adversely affects the conduct of Lessee's business unless such rule or regulation is required by law. 29. COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Lessee, at its sole cost and expense, shall promptly comply with all statutes, ordinances, rules, regulations, orders and requirements of all governmental bodies during the Term of this Lease regarding its use of or any Lessee Alterations to the Premises. In the event that such compliance requires Lessor to construct any improvements or install mechanical systems (the "Improvement "), then Lessee shall reimburse Lessor for all costs related to such Improvement. In the event Lessee fails to comply, Lessor may, at its option, take any action necessary to comply therewith, the cost of which shall become immediately due from Lessee as additional rent, together with interest at the Default Rate until paid. 30. NOTICES. All notices and demands herein shall be in writing and shall be deemed served (a) four (4) business days after. deposit in the United States Mail, certified or registered mall, return receipt requested, (b) one (1) business day after deposit with a nationally recognized overnight delivery service, or (c) upon transmission by facsimile, addressed as follows: If to Lessor: Pines Development Corp. Attention: Seth Pines 194A Skokie Valley Road Highland Park, IL 60035 FAX No. 847/831 -3891 With a copy to: Anthony L. Frink, Esq. Holland & Knight LLP 131 South Dearborn Street 30'' Floor Chicago, Illinois 60603 FAX No. 312/407 -8449 22 i 9 If to Lessee: Soul to Sole Dance, Inc. Attention: Arthur and Debbie Kramer 3909 Raintree Northbrook, Illinois 60062 FAX No. 847/272 -2893 31. AUTHORITY-, MULTIPLE PARTIES, (a) Lessee represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of the Lessee and constitutes the valid and binding agreement of the Lessee in accordance with the terms hereof. Each individual executing this Lease on behalf of Lessee represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of Lessee in accordance with a duly adopted resolution of the Board of Directors of Lessee in accordance with the By -Laws of Lessee. (b) If this Lease is executed by more than one person or entity as "Lessee ", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 32. RESERVED RIGHTS. Lessor reserves the right to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, so long as such easements, rights and dedications do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 33. CONSTRUCTION. All provisions of this Lease have been negotiated by both parties at arms length and neither party shall be deemed the scrivener of this Lease. This Lease shall not be construed for or against either party by reason of authorship or alleged authorship of any provision hereof. Preparation of this Lease by Lessor or its attorneys and submission of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is not intended to be binding until executed and delivered by all parties hereto. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. The necessary grammatical changes required to make the provisions hereof apply either to corporations, partnerships or other entities or individuals, men or women, or the singular or the plural, as the case may require, shall in all cases be assumed as though in each case fully expressed. The following words and phrases as used in this Lease shall be construed as follows, unless the context requires otherwise: (i) "any" shall be construed as "any and all "; (ii) "at any time" shall be construed as "at any time or from time to time "; (iii) a "business day" shall mean any day other than a Saturday, Sunday or Federal or State of Illinois holiday; (iv) "date hereof' and similar terms shall be construed to mean the date of the full execution and delivery of this Lease, (v) "herein ", "hereof', "hereunder ", "hereinafter" and words of similar import shall be construed to refer to this Lease as a whole and not to any particular section or subsection; (vi) "including" and "including but not 23 limited to" shall be construed as "including but not limited to all others whether similar or dissimilar'; (vii) "may" shall be construed as permissive and not obligatory; and (vii) "will" and "shall" shall each be construed as mandatory. Except as otherwise specifically indicated, all references to Section and paragraph numbers or letters shall refer to sections and subsections of this Lease and all references to Exhibits refer to the Exhibits attached to this Lease. 34. TIME OF ESSENCE. Time is of the essence of this Lease, and all provisions herein relating thereto shall be strictly construed. 35. CAPTIONS. The captions of this Lease are for convenience of reference only and are not to be construed as part of this Lease and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof. 36. SEVERABILITY. If any term or provision of this Lease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 37. LAW APPLICABLE. This Lease shall be construed and enforced in accordance with the laws of the State of Illinois, and any actions to enforce any rights or provisions of this Lease shall be brought in a state court of competent jurisdiction in the county in which the Premises are located, without regard to its conflicts of law principles. 38. ENFORCEMENT EXPENSES. Each party hereto agrees to pay on demand to the prevailing party on the merits such prevailing party's expenses, including reasonable attorneys' fees, expenses and administrative hearing and court costs incurred either directly or indirectly in enforcing the prevailing party's rights under this Lease. 39. ONLY AGREEMENT. This Lease represents the only agreement between the parties hereto with respect to the leasing of the Premises by Lessor to Lessee, and may be amended only by writing executed by both Lessor and Lessee. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non- monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Property. 40. BENEFIT. This Agreement shall be binding upon the parties hereto and their respective successors and, subject to the provisions of Section 21, assigns. 41. QUIET ENJOYMENT. Lessor represents that it owns fee title to the Premises. Upon payment by Lessee of the rents herein provided, and upon the observance and performance of all the covenants, terms and conditions on Lessee's part to be observed and performed, Lessee shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Lessor or any other person or persons lawfully or equitably claiming by, through or under Lessor, subject, nevertheless, to the terms and conditions of this Lease. 42. SURVIVAL. All of Lessee's obligations and liabilities that may not have been paid and performed in full shall survive the termination or expiration of this Lease or the Term hereof or Lessee's right to possession, including any obligations to pay Rent and to indemnify, 24 • 0 defend or hold harmless Lessor or any of the Lessor Indemnified Parties, whether or not such survival is so specified in this Lease. 43. CERTIFICATION. Lessee certifies that: (i) It is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist or "Specially Designated National and Blocked Person," or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation which is enforced or administered by the Office of Foreign Assets Control; and (ii) It is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly onr behalf of, any such person, group, entity, or nation. Lessee hereby agrees to indemnify, defend (with counsel reasonably acceptable to Lessor) and hold harmless Lessor from and against any and all claims, damages, losses, risks, liabilities, and expenses (including reasonable attorney's fees and costs) arising from or related to any breach of the foregoing certification. 44. OPTION TO EXTEND TERM. Lessor hereby grants to Lessee an option to extend the term of this Lease on the same terms, conditions and provisions as contained in the Lease, except as otherwise provided herein, for one (1) period of five (5) years (the "Extension Period "). The Extension Period shall commence on the day following the last day of the initial Term of this Lease. (a) following: Sixth (6th) Lease Year Base Rent payable during the Extension Period shall be equal to the Seventh (7th) Lease Year Eighth (8t) Lease Year Ninth (9th) Lease Year Tenth (10th) Lease Year Annual Base Rent $130,500.00 $133,104.00 $135,768.00 $138,480.00 $141,252.00 Monthly Base Rent $10,875.00 $11,092.00 $11,314.00 $11,540.00 $11,771.00 (b) If Lessee desires to extend the term of this Lease for the Extension Period, Lessee shall deliver written notice to Lessor to such effect, which notice shall be given no earlier than one (1) year and no later than eight (8) months prior to the end of the initial Term, time being of the essence, and which notice, once given, shall be irrevocable except to the extent hereinafter specifically provided. If not so exercised, Lessee's option to extend the Term for the Extension Period shall thereupon automatically expire. (c) At Lessor's option, Lessee may exercise its option to extend and the exercise thereof shall be effective only if at the time of Lessee's exercise of said option and on the commencement date of the Extension Period, this Lease is in full force and 25 s 0 effect and no uncured default by Lessee under this Lease which has not been cured within applicable cure periods shall then exist, and, inasmuch as the option is intended only for the original Lessee named in the Lease, Lessee has not assigned the Lease, other than pursuant to a Permitted Transfer. Without limitation of the foregoing, no sublessee or assignee shall be entitled to exercise an option to extend, and no exercise of an option to extend by the original Lessee named herein shall be effective if the Lessee assigns this Lease prior to the date of commencement of the Extension Period. (d) Upon the valid exercise by Lessee of an option to extend, at the request of either party hereto and within fifteen (15) days after such request, Lessor and Lessee shall enter into a written supplement to this Lease confirming the terms, conditions and provisions applicable to the Extension Period as determined in accordance with the provisions of this Section 44. Any reference in this Lease to the "Term" shall be deemed to include the Extension Period and apply thereto, to the extent Lessee has exercised or exercises its option to extend this Lease for the Extension Period, unless it is expressly provided otherwise. (e) Lessee's option to extend the Term of this Lease shall not be applicable to any period of time after the Extension Period. 45. RECORDING. Should Lessor or any Lender require execution of a short form of lease for recording (containing, among other customary provisions, the names of.the parties, a description of the Premises and the Term of this Lease), Lessee agrees to execute such short form of lease and deliver the same to Lessor within seven (7) days following the request therefor; otherwise, neither this Lease, nor any memorandum, affidavit or other writing with respect to this Lease, shall be recorded by Lessee or by anyone acting through, under or on behalf of Lessee. 46. RIGHT OF FIRST REFUSAL. (a) Lessor shall not, at any time prior to the expiration of the term of this Lease, offer to sell the Property for a sale to close during the Lease Term, including the Extension Period to the extent that at the time Lessor receives such offer Lessee has exercised its option to extend the Lease Term therefor, without first giving written notice thereof to Lessee, which notice is hereinafter referred to as "Notice of Sale ". (b) The Notice of Sale shall include the exact and complete terms of the proposed sale and shall have attached thereto a copy of the bona fide offer and counteroffer, if any, duly executed by both Lessor and the prospective purchaser. (c) For a period of 14 days after receipt by Lessee of the Notice of Sale, Lessee shall have the right to give written notice to Lessor of Lessee's exercise of Lessee's right to purchase the Property on the same terms, price and conditions as set forth in the Notice of Sale. In the event that Lessor does not receive written notice of Lessee's exercise of the right herein granted within said 14 -day period, there shall be a conclusive presumption that Lessee has elected not to exercise Lessee's right hereunder, prol • a and Lessor may complete the sale to the prospective purchaser, on the same terms set forth in the Notice of Sale, as the same may be modified as hereinafter provided. (d) In the event that Lessee declines to exercise its right of first refusal after receipt of the Notice of Sale, and, thereafter, Lessor and the prospective purchaser modify by more than 5 %, (i) the sales price, or (ii) the amount of down payment, or if there is a material change in other term set forth in the Notice of Sale, then Lessee's right of first refusal shall reapply to said transaction; otherwise, it shall not. (e) In the event that Lessee declines to exercise its right of first refusal after receipt of the Notice of Sale, and, thereafter, the proposed transfer or sale is not consummated, the Lessee's right of first refusal shall apply to any subsequent transaction. If, however, said transfer or sale is, in fact, completed, then said right shall be extinguished and shall not apply to any subsequent transactions. (f) Notwithstanding the above, this right of first refusal is intended to apply only to voluntary transfers involving third party transferees. This right of first refusal shall not, therefore, apply: where the Premises are taken by eminent domain or sold under threat of condemnation, to intra - family or intra- ownership transfers, to transfers by Lessor to a trust created by Lessor, or, if Lessor is a trust, to transfers to a trust beneficiary, provided that this right of first refusal shall apply to any applicable subsequent voluntary transfer involving a third party transferee. (g) This right of first refusal cannot be exercised: (i) during the period commencing with the giving of any notice of default and continuing until said default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in default of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of default, whether or not the defaults are cured, during the 12 month period immediately preceding the exercise of the right of first refusal. 47. WAIVER OF JURY TRIAL. LESSEE AND LESSOR EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS LEASE THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 48. GUARANTY OF LEASE. Lessee represents to Lessor that Arthur T. Kramer and/or Debbie B. Kramer are the sole members of Tenant and both will benefit financially from the making of this Lease. Upon execution hereof Arthur T. Kramer and Debbie B. Kramer (together, and jointly and severally, "Guarantor ") shall execute and deliver to Lessor a Guaranty of Lease in form attached hereto and made a part hereto as Exhibit C. 27 ! i 49. TRUSTEE EXCULPATION. The Trustee Lessor may attach or insert its usual form of exculpation language in executing this Lease. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS] 28 0 IN WITNESS WHEREOF, tIoLease has been duly executed as of the day and year first above written. Q► LESSOR: ,`v��� �� NORSTATES BANK f/k/a BANK OF WAUKEGAN, not individually but solely as Trustee as aforesaid °�R�� By. C r� S Printed N JOSEPH F. SO 14AClf1 Title: ASST. ME PRESIDENT LESSEE: SOUL TO SOLE DANCE STUDIO II, �GP an Illinois limited liablity company. . By: Printe Name: Title- 29 0 EXCULPATORY CLAUSE FOR CHICAGO TITLE LAND TRUST COMPANY, SUCCESSOR TRUSTEE TO NORSTATES BANK F/K/A BANK OF WAUKEGAN, AS TRUSTEE UNDER TRUST AGREEMENT DATED JANUARY 1, 1982, AND KNOWN AS TRUST 1338 ATTACHED TO AND MADE A PART OF THE LEASE AGREEMENT DATED JULY 19, 2007 WITH SOUL TO SOLE DANCE STUDIO II, LLC. This LEASE is executed by CHICAGO TITLE LAND TRUST COMPANY, successor trustee to NORSTATES BANK f/k/a BANK OF WAUKEGAN, not personally but solely as Trustee as aforesaid, in the exercise of the power and authority conferred upon and vested in it as such Trustee, and under the express direction of the beneficiary(ies) of a certain Trust Agreement dated JANUARY 1, 1982, and known as Trust Number 1338 at CHICAGO TITLE LAND TRUST COMPANY, to all provisions of which Trust Agreement this is expressly made subject, it is expressly made subject, it is expressly understood and agreed that nothing herein or in said contained shall be construed as creating any liability whatsoever against said Trustee personally, and in particular without limiting the generality of the foregoing, there shall be no personal liability to pay any indebtedness accruing hereunder or to perform any covenant, either express or implied, herein contained or to keep, preserve or sequester any property of said Trustee, and that all personal liability of said Trustee, and that all personal liability of said trustee of every sort, if any, is hereby expressly waived by said Lessee, and by every person now or hereafter claiming any right or security interest hereunder; and that so far as the said Trustee is concerned the owner of any indebtedness or liability accruing hereunder shall look solely to the premises hereby leased for payment thereof. It is further understood and agrees that the said Trustee has no agents or employees and merely holds naked title to the property herein described; that said Trustee has no control over and under this LEASE , assumes no responsibility for (1) the management or control of such property; (2) the upkeep, inspection, maintenance or repair of such property; (3) the collection of rents, deposits, security or otherwise all representations and undertakings of the lessor herein or those of its beneficiary(ies) only including those as to title and warranties, or the rental of such property; (4) the conduct of any business which carries on upon such premises or (5) the constructions of the Trust premises. It is expressly understood and agreed by every person, firm or corporation claiming any interest under this document that CHICAGO TITLE LAND TRUST COMPANY, shall have no liability contingent or otherwise, arising out of, or in any way related to, (I) the presence, disposal release or threatened 'release of any hazardous materials on, over, under from or affecting the property, soil, water, vegetation, building, personal property, persons or animals thereof; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such hazardous materials; (iii) any lawsuit brought or threatened, settlement reached or government order relating to such hazardous materials, and/or (iv) any violation of laws, orders, regulations, requirements or demands of government authorities, or any policies or requirements of the Trustee which are based upon or in any way related to such hazardous materials including without limitations, attorneys' and consultants' fees, investigation and laboratory, fees, court costs, and litigation expenses. EXHIBIT A PRE-- MISES 07/10/2007 07/10/2007 18 :20 847 - 8313891 PAGE 02/03 ALTA /ACOM LAND TITLE SURVEY d 4wbrr A T- EXHIBIT B LEGAL DESCRIPTION OF LAND LOT 1 IN HELENES RESUBDIVISION, BEING A RESUBDIVISION OF LOT 1 IN ABBOTT BUSINESS CENTER, BEING A SUBDIVISION OF PART OF THE NORTHWEST 1/4 OF SECTION 27, AND THE NORTHEAST QUARTER 1/4 OF SECTION 28, TOWNSHIP 43 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID HELENES RESUBDIVISION, RECORDED MAY 8, 1997, AS DOCUMENT NUMBER 3965528, IN LAKE COUNTY, ILLINOIS