IVC Coral Palm LLC Plaintiff vs. Rosedale Restaurant of Coral Springs LLC, et al Defendant

Materials in, on or under the Premises to be removed from the Center in accordance with applicable laws, regulations and

ordinances, and Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord of the same. Notwithstanding

the foregoing, Tenant shall not take any such action or other remedial action without Landlord's prior written consent (which will

not he unreasonably withheld if Landlord determines that no such action can adversely affect the Premises or any other part of the

Center), nor enter into any settlement agreement, consent decree or other compromise with respect to claims relating to any

Hazardous Materials without first notifying Landlord in writing of Tenant's intention to do so and affording Landlord a reasonable

opportunity to appear, intervene or otherwise appropriately assert and protect Landlord's interests, Tenant shall inmediately

notify Landlord in writing of any: spill, release, discharge or disposal of any Hazardous Materials in, on or under the Premises:

enforcement, cleanup, removal or other regulatory action instituted, contemplated or threatened against Tenant or any other

occupant(s) of the Premises pursuant to any Hazardous Materials law; claim made or threatened against Tenant or any other

‘occupant(s) of the Premises relating in any way to any Hazardous Materials; and shall supply to Landlord, as promptly as possible

and in any event within 5 business days after Tenant first receives or seads the same, copies of all claims, reports, complaints,

notices, warnings or asserted violations relating in any way to such Hazardous Materials. For the purpose of determining

compliance with this Article, Landlord and its property manager shall bave the right to cause testing and/or examination of the

Premises to be made from time to time at Landlord's expense; however, if such testing and/or examination reveals the presence of

apy Hazardous Materials caused or contributed to by Tenant or a subtenant or any of their respective agents, employees, licensees,

invitees or contractors, then such testing and/or examination will be at Tenant's expense, payable on request and as additional rent.

MECHANICS’ LIENS: Landlord and Tenant agree that Tenant will not have authority to create or suffer any

lien for labor or materials om Landlord's interest in the Center or the Premises, and all contractors, subcontractors, materialmen,

mechanics, laborers and others contracting with Tenant, and/or any subtenant of Tenant and/or any other oocupant(s) of the

Premises, for the. construction, installation, alteration or repair of any improvements to the Premises are hereby charged with

notice, pursuant to Section 713.10 of the Florida Statutes, that they must look only to Tenant and to Tenant's interest in the

Premises to secure the payment of any charges for work done and/or materials fumished at the Premises and that no lien of amy

‘ature in connection with such work or materials shall attach to or otherwise affect Landlord’s interest in the, Premises or the

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PigCenter. Notwithstanding the foregoing, if any mechanic's lien or other lien should be filed against the Premises or any other part

of the Center, purporting to be for labor or materials at the request of Tenant or any other occupant(s) of the Premises, then

‘Tenant, at its expense, shall cause such lien to be discharged of record by payment, bond or otherwise as allowed by law, within

10 days after the filing. If Tenant does not do so, Tenant will be in defiailt under this Lease beyond any applicable cure period set

forth in Article 23, and (without waiving such default) Landlord, in addition to any other rights and remedies, may, but shall not be

obligated to, cause such lien to be discharged by payment, bond or otherwise, without investigation as to its validity or as to auy

offsets or defenses, and Tenant shall, within 10 days after request, reimburse Landlord for all amounts paid and incurred

(including reasonable attorneys’ fees) and interest thereon at the rate of 15% per annum computed from the respective dates of

Landlord's payments; Tenant also shall end hereby does otherwise indemnify, protect, defend and hold Landlord, its property

manager and mortgagee(s) harmless against any claim or damage in any way connected with such lien.

DESTRUCTION AND RESTORATION: (a) Landlord shall cerry insurance against fire and such other risks

as are from time to time included in standard extended coverage insurance for not less than 80% of the full replacement cost of the

Center (excluding any building and/or other improvements leased to tenant that is required by its lease to insure the same).

Notwithstanding the foregoing, as long as Landlord has a net worth of at least $10,000,000 Landlord will have the right to self

insure with respect to such insurance.

(B) If the Premises shall be damaged by fire or other casualty during the Term to the extent of 50% or more of the cost of

replacement, Landlord shall have the option to restore the Premises to substantially their condition existing immediately prior to

the damage or to terminate this Lease, such option to be exercised by written notice to Tenant given not more than 240 days after

the date of damage; provided, however, thet Landlord agrees not to terminate this Lease pursuant to the foregoing unless the leases

for all or substantially all other premises affected by the casualty are also to be terminated.

(©) Ifthe Premises shall be damaged by fire or other casualty during the Term to the extent of less than 50% of the cost of

replacement, then as soon as is reasonably practicable Landlord shall restore the Premises to substantially their condition existing,

immediately prior to the damage, except that if such an event occurs during the last half of the Term, Landlord shall have the

option to restore or to terminate this Lease, such option to be exercised by written notice to Tenant given not more than 120 days

after the date of damage; provided, however, that Landlord agrees not to terminate this Lease pursuant to the foregoing unless the

leases for all or substantially all other premises affected by the casualty are also to be terminated.

(@ If Landlord is obligated to or elects to restore the Premises, Tenant agrees that promptly after the completion of such

‘work Tenant shall commence and diligently proceed at its expense to restore and replace its leasehold improvements, fixtures,

equipment, furnishings and merchandise and reopen for business in the Premises as soon as is reasonably practicable.

(© Tenant agrees to continue the operation of its business in the Premises to the extent consistent with good business

practice during any period of restoration. Minimum Rent shall be abated proportionately to the portion of the Premises which is

untenantable by reason of any such damage, commencing with the date of damage and ending with the sooner to occur of the

reopening of the entire Premises for business with the public or the 30th day after substantial completion of the work Landlord is,

obligated to do. If however, the damage is caused by the act or omission of Tenant and/or any other occupant{s) of the Premises,

" there shall be no such abatement.

® Throughout the Term, Tenant, at its expense, shall cay insurance against fire and such other risks as are ftom time to

time included in standard extended coverage insurance for the full replacement cost of all of Tenant’s improvements, betterments,

signs, merchandise, trade fixtures, furnishings, wail coverings, carpeting, drapes, equipment and all other items of personal

property of Tenant located in or used in connection with the Premises. Not latet than the date on which the Premises are opened

for business, Tenant shall furnish Landlord with a certificate of insurance evidencing such coverage and stating that the insurance

policy cannot be modified, cancelled or tertainated without 30 days’ advance notice from the insurer to Landlord, and a new or

renewal certificate of insurance shall be delivered to Landlord at least 20 days prior to the expiration date of the expiring policy.

(@) Ifa material portion ofthe Ceater shall be damaged by fire or other casualty (regardless of whether the Premises are

affected), Landlord may terminate this Lease on not fewer than 90 days’ prior writen notie to Tenant; provided, however, that

‘Landlord agrees not to terminate this Lease pursuant tothe foregoing unless the leases for all or substantially all other premises

aifected by the casualty are also to be terminated.

2 Liss

me(i) Notwitastanding anything herein: in the absence of actual and direct damage to the Premises by fie or other casualty

occurring therein, in no event shall Landlord be lisble or responsible in any manner for, nor for the repair or restoration of,

damage to the Premises andlor any property therein (belonging to Landlord or Tenant or otherwise) resulting wholly or partly

from smoke, water or any other causes originating outside of the Premises; and if damage oceurs and the proceeds of insurance are

insufficient fo pay Landlord forthe costs of restoring the Center or any part thereof (inckuding the Premises), or if any mortgagee

of the Center, ot anyone else entitled to all ot any part of Landlord’ insurance proceeds, does not consent to the payment thereof

to Landlord for such purpose, then and in any such event Landlord, at its election, may terminate this Lease on not fewer than 30

days! prior writen notice to Tenant.

(® If, by reason of anything not zttributable to Tenant or a subtenant or any of their respective Tenant's agents,

employees, licensees, invitees or contractors, within 240 days after the date of damage to the Premises by fire or other casualty

Landlord has not either begun restoration of the Premises or given Tenant written notice of termination of this Lease, then,

provided no defmult on Tenant's part exists under this Lease, as Tenant's sole right and remedy Tenant may terminate this Lease on

written notice to Landlord ("Tenant's Notice") given by certified or registered mail, return receipt requested, and postmarked not

more than 7 days after the expiration of the 240-day period. If Tenant's Notice is duly and timely given, and provided no default

on Tenant's part exists, on the day of Landlord's receipt of Tenant's Notice this Lease and the Term will end and expire as fully

‘and completely as if such day were the natural expiration date of the Term, and Tenant will then vacate and surrender the Premises

to Landlord. If at any time Tenant has the right to terminate this Leese pursuant to this section but for any reason does not duly

and timely do 50, insofar as such incident of damage is concemed said right will be null and void and of no farther force and

effect.

() If this Leace is terminated pursuant to any of the provisions of this Article, Landlord and Tenant will each be relieved

of all obligation and liability accruing under this Lease subsequent to the effective termination date; through such date, all terms

and conditions of this Lease (including those regarding Minimum Rent and all additional rent) will be and remain in full foree and

effect.

PROPERTY IN THE PREMISES: Neither Landlord nor its property manager shall be liable for injury and/or

damage to persons or property or for any loss suffered by Tenant or its business, regardless of how caused, including: (a) by theft;

(®) from fire, explosion ot falling plaster; (€) by defects in the Premises, the Building or any other part of the Center; (@) by water

‘or dampness from rain, leaks from the roof over the Premises or any other source or from the bursting, overflowing or leaking of

sewer lines, steam pipes or appliances or from the heating or air-conditioning systems or plumbing fixtures; (¢) ftom alterations,

replacements and/or other work performed to comply with governmental or quasi-goveramental requirements; (f) from electric

‘wires or from gas or odors; (g) as a result of the acts or omissions of other tenants, persons in the Premises or elsewhire in the

Center, occupants of adjacent property or the public; (b) by reason of construction of any private, public or quasi-public works ()

from the failure to fanction or malfimctioniag of any security system or security device installed by Landlord or Tenant, or as 2

result of either party electing not to install the same; or (j) from any other cause whatsoever, ‘The foregoing shall not relieve

Landlord of any of its repair and restoration obligations under this Lease, Tenant waives the right o claim and recover against

Landlord and its property manager for loss or damage insurable by Tenant. Tenant agrees to pay before delinquency all taxes,

assessments and other governmental charges separately levied, assessed or imposed against Tenam's business and/or any

‘muprovements, betterments, signs, trade fixtures, furnishings, equipment, stock-in-trade and other personal property used in or in

connection with the Premises. Any such taxes, assessments ot other charges paid by Landlord shall be due and payable, as

additional rent, within 10 days after billing.

ACCESS TO THE PREMISES, ETC.: Landlord or its property manager or designees will have the right to

enter the Premises during Tenant's business hours, on not fewer than 24 hours prior notice, to examine the Premises, to show them

to prospective purchasers or lessees of the Center and/or to make such repairs, replacements, alterations, improvements or

additions as Landlord may deem necessary or desirable, and in addition Landlord and its property manager may enter the Premises

at any time and for any purpose in an emergency; all without abatement of any Mininzum Rent or additional rent and without the

same constituting an eviction of Tenaut in whole or in part. During the 6 months prior to the expiration of the Term, Landlord and

its property manager may enter the Premises and exhibit them to prospective tenants and place on the Premises the usual “for rent”

or sintilar notices, which notices Tenant will permit to remain without molestation. If Tenant is not personally present to open and

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Bpermit an entry into the Premises in an emergency situation, Landlord or its property manager or designees may enter by force if

necessary, without liability and without in any manner affecting Tenant's obligations under this Lease. Nothing herein imposes on

Landlord or its property manager any obligation, responsibility or liability for the care, maintenance or repair of the Building or

any part thereof (including the Premises), except as otherwise specifically provided in this Lease. Tenant acknowledges that (a) at

any time(s) Landlord, at its option, may modemize or otherwise alter the Building; (b) any such work will be done at the time(s)

‘and in such manner as Landlord may determine; (c) at Landlord's election such work may include, without limitation, the

installation of new storefronts, erection and maintenance of scaffolding, bridges and/or barricades in front of the Premises and/or

opening.and changing the storefronts, and Landlord and its property manager and designees will have access to the Premises at all

reasonable times to perform the work; (@) any such work may be done during ordinary business hours of business days without

diminution, abatement or reduction in Minimum Rent or additional rent or auy other compensation to Tenant, and (¢) Tenant will

folly cooperate with Landlord and its property manager and designees in connection with such work and will not make any claim

of, nor will the same be deemed to be, constructive or actual eviction (whether partial or total). In performing any such work,

Landlord will use reasonable efforts not to materially affect Tenant's business (but this does not require the use of overtime help).

SURRENDER OF THE PREMISES: Tenant agrees to deliver up and surrender possession of the Premises to

Landlord at the expiration or sooner termination of the Term, broom clean and in as good condition and repair as on the

Commencement Date, or in such improved condition es the same may have been put by Landlord or Tenant, excepting ordinary

‘wear and tear, the effects of condemnation and damage by fire or other casualty beyond Tenant's control. Tenant, at its expense,

shall remove all property of Tenant and all Alterations as to which Landlord shall have made the election provided for in Article

110, shall repair all damage to the Premises caused by such removal and shall restore the Premises to the condition they were in

prior to the installation of the articles so removed. Any property not so removed at the expiration or termination of the Term and

as to which Landlord shall not have made said election shall be deemed abandoned by Tenant and may be retained or disposed of

by Landlord at Tenants expense, as Landlord may determine, without any liability to Tenant, and Tenant waives and releases all

‘claims against Landlord and its property manager in connection with such property.

1s. UTILITIES: (a) Tenant agrees immediately on obtaining access to the Premises to contract for, in Tenant's

‘own name, all utility services for the Premises, excepting only water/sewer service which shall be supplied by Landlord and the

cost of which shall be included in Operating Expenses. Tenant shal! pay for the same and all sprinkler charges, fire line charges,

and all taxes and/or other charges on such utilities and all charges based on utility consumption, standby utility capacity or

potential utility use. If Landlord supplies any such service, Tenant will purchase it from Landlord at charges not exceeding those

of the locel public utility company rendering the same service. Any such charges for service supplied by Landlord, or charges for

utilities which may be rebilled by Landlord, shall be due and payable as additional rent within 10 days after billing,

(b) Landlord may, with not fewer than 24 hours’ prior notice to Tenant , or without notice in an emergency, cut off and

discontinue gas, water, electricity and any or all other utilities whenever necessary to make repairs or alterations. Landlord will

use reasonable efforts to schedule any such action so as not to materially interfere with Tenant’s business. No such action shall be

construed as an eviction, constructive eviction or disturbance of Tenant's possession or as an election by Landlord to terminate this

Lease, nor shall Landlord or its property manager be responsible or liable in any way for such action and Tenant hereby waives

and releases all claims against Landlord and its property manager in connection with any such action, Landlord agrees to use

reasonable efforts to restore the applicable wility service(s) within a reasonable time (but this does not require the use of overtime

help).

(6) If the non-payment of utility charges payable by Tenant gives rise to a lien against the Premises and/or the Center or

results in Landlord being liable for payment of any such charges, and if Tenant does not pay the same within 5 days after written

request by Landlord, then Landlord may elect to pay such charges directly for Tenant's account and all such payments, plus

interest at the rate of 15% per annum, shall constitute sums due from ‘Tenant to Landlord, payable on request as additional rent.

(@ In no event shall Landlord or its property manager be liable for the quality, quantity, failure or interruption of any

utility services to the Premises. However, if any such service shall be interrupted by Landlord {except under any of the

‘circamstances set forth in "(b)" of this Article) and such interruption continues for at least 5 business days, theo, provided no

default on Tenant's part exists under this Lease, as Tenant's sole right and remedy in sach event there will be an abatement of

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v‘Minimum Rent for the period commencing with the 6th business day of the interruption and ending on the date the interrupted

service(s) shall be restored.

20, ASSIGNMENT, SUBLETTING, ETC.: (a) Tenant agrées not to assign this Lease or any interest herein, or

sublet the whole or any part of the Premises, or permit anyone else to occupy the same, voluntarily or by operation of law, without

Landlord's prior written consent in each instance (despite references elsewhere herein to assignees, subtenants or others), which,

consent is dealt with in “(b)" below. Notwithstanding "(b)" or anything else hereia, if Tenant requests permission either to assign.

this Lease or to sublet or allow anyone else to occupy the whole or any part of the Premises, or if this Lease is deemed to be

‘assigned pursuant to the subsequent provisions hereof, Landlord may terminate this Lease on not fewer than 30 days” prior written

notice 10 Tenant; if Landlord does so, on the effective termination date Tenant shall vacate and surrender the Premises to Landlord

in the condition required by this Lease and thereupon each party will be relieved of all obligation and liability accruing under this

Lease subsequent to the effective termination date. Through the effective termination date all terms and conditions of this Lease

(including those regarding Minimum Rent and all additional rent) will be and remain in full force and effect. If Tenant should

assign or sublet or allow anyone else to occupy all or any part of the Premises without Landlord's prior written consent, after

discovering that Tenant has done so Landlord may elect to terminate this Lease for default (without relieving Tenant of any

liability under this Lease), in which event this Lease and the Term shall terminate 30 days after the date of Landlord's written

notice of termination to Tenant. Any assignment, subletting or occupancy by anyone else of the Premises in whole or in part, even.

with Landlord's consent, shall not relieve Tenant of primary lability for the full and timely performance of all terms and

conditions of this Lease, and Tenant and any permitted assignee will be jointly and severally liable hereunder. The acceptance of

Minimum Rent and/or other sums from a third party shall not be deemed a waiver of any of the provisions of this Lease or a

consent to an assigument of this Lease or to a subletting or occupancy by anyone other than Tenant of all or any part of the

Premises. If Tenant is an eatity (other than one whose shares are publicly traded on @ nationally recognized stock exchange,

including the so-called “over-the-counter” market), any transfer of this Lease ftom Tenant by merger, consolidation or liquidation,

or any change in ownership or the power to vote the magjority of its outstanding voting stock or other applicable interests therein,

shall also constitute an assignment for the purposes of this Article. An assignment for the benefit of creditors made voluntarily or

by operation of law shall not be effective to transfer any rights to the assignee. If any assignment or subletting, even with

Landlord's consent, results in rental income and/or other consideration being paid to or for the benefit of Tenant in an amount

‘greater than the rents provided for in this Lease, such excess shall belong to Landlord and shall be payable to Landlord as and

when received by Tenant and as additional rent, provided, however, that Landlord shall not be entitled to receive bona fide

consideration paid to Tenant in good faith by the assignee or subtenant for Tenant's furniture, trade fixtures and equipment.

(b) Subsequent to the opening of the entire Premises for business with the public, Landlord will not unreasonably

‘withhold its consent to an assignment of this Lease or a subletting of the entire Premises by Tenant named herein, provided that:

(@ at least 30 days before the proposed effective date of the assigument or subletting Landlord receives a copy of a fully

executed assigament or sublease together with reasonably detailed information as to the character, reputation and business

experience of the proposed assignee or subtenant, and financial information and bank references on the proposed assignee or

subtenant (including, at Tenant's expense, a current Dun and Bradstreet report and a financial statement certified as being tme and

correct by the chief financial executive of the proposed assignee or subténant), and such other information as Landlord may

reasonably require to respond to Tenant's consent request, such as (without limitation) particulars regarding the anticipated

parking requirements of, and any Alterations to be made by or for, the proposed assignee or subtenant;

Gi) no default of this Lease on Tenant's part can exist at the time of the consent request and at the effective assignment or

subletting date;

Gil) no subtenant will have the right to assign the sublease or to sub-sublet or otherwise allow anyone else to use or

‘occupy all or any part of the sublet space;

Gv) any assignment or subletting will be upon and subject to all terms and conditions of this Lease, including those

regarding the Permitted Use;

(¥) any assignment must specifically state (and, if it does not, it will be deemed to specifically state) that the assignee

assumes and agrees to be bound by all terms and conditions of this Lease, and any sublease must specifically state (and, if it does

18not, it will be deemed to specifically state) that at Landlord's election the subtenant will attorn to Landlord for the balance of the

sublease term if this Lease is surrendered by Tenant or terminated by reason of Tenant's default;

(vi) no assignment or subletting will be to a then-existing tenant or occupant of the Center nor violate or conflict with the

Tights of any such party,

(vii) no assignment or subletting will in any manner be advertised as being for a lesser rental rate than is then being

charged by Landlord for comparable space in the Center;

(viii) in the case of a proposed assignment, on request the assignee will increase the Seourity Deposit to such amount as

Landlord may require, not exceeding twice the amount specified in Introductory Provision Q. Without limiting Landlord's rights,

it is agreed that Landlord will not be deemed to be unreasonable if it does not approve any assignee or subtenant that in Landlord's

opinion is unsuitable for the then tenant mix and character of the Center or, ifa "Percentage Rent Rider" is attached, any assignee

or subtenant that in Landlord's opinion does not have the potential to generate satisfactory Percentage Rent; and

Gx) prior to granting its consent, Landlord receives original insurance certificates in accordance with the requirements of

Article 13, evidencing that any proposed assignee or subtenant has obtaived the insurance coverages requited by that Article as of

the effective date of the transaction, together with UCC-1 Financing Statements, duly signed by or on behalf of any proposed

assignee, in accordance with Article 29.

(© Notwithstanding the foregoing, if Tenant named herein is an entity it may assign this Lease, without’ Landlord's

consent, to an affiliate, subsidiary or successor of Tenant; for the purposes hereof, an “affiliate” means any entity which, directly

ot indirectly, controls or is controlled by ot is under common control with Tenant (and for this purpose “control” means the

possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity,

whether through the ownership of voting securities or by contract or otherwise), a “subsidiary” means any entity not less than 51%

of whose outstanding ownership interests shall, atthe time, be ovmed directly or indirectly by Tenant, and a “successor” of Tenant

means either an entity acquiring this Lease and a substantial portion of Tenant's property and assets or an entity in which or with

which Tenant is merged or consolidated in accordance with applicable statutory provisions for merger or consolidation, provided

"that by operation of law, or by effective provisions contained in the instruments of merger or consolidation, the liabilities of the

entities participating in such merger or consolidation are assumed by the surviving entity and that the surviving entity then has a

net worth not less than Tenant's net worth immediately prior to the merger or consolidation. However, Tenant's rights pursuant t0

the immodiately preceding sentence are subject to the following terms and conditions: st the time of the effective date of the

assignment no defantt of this Lease on Tenant's part can exist; Landlord must receive proof reasonably satisfactory to it that the

assignee is an entity contemplated by the immediately preceding sentence; Landlord must receive 2 fully executed duplicate

original of the instrument of assignment, which shall contain an agreement, in form and substance reasonably satisfactory to

Landlord, whereby the assignee assumes and agrees to be bound by all terms and conditions of this Lease (including those

regarding Tenant's Trade Name and the Permitted Use); Landlord must receive original insurance certificates in accordance with

the requirements of Article 13, evidencing that the assignee has obtained the insurance coverages required by that Article as of the

effective date of the assignment, together with UCC-1 Financing Statements, duly signed by or on behalf of the assignee, in

accordance with Article 29. No such assigument will be valid or effective unless and until all of the foregoing conditions bave

been satisfied, nor relieve Tenant named herein of primary liability under this Lease. No other or further assignment shai! be

permitted except in strict accordance with "(a)" and "(b)" of this Article.

TENANT'S ADDITIONAL AGREEMENTS: (a) Tenant agrees, at its expense, to:

(D keep the display windows, canopies, signs, and sign parapet aree, if any, in and/or on the Premises electrically lighted

from dusk until 10:00 P.M. on all days that the Center is open for business and during such other periods as Landlord may

reasonably prescribe;

Gi if Tenant operates a retail business, store and/or stock in the Premises only such merchandise as Tenant intends to

offer for retail sale within a reasonable time after receipt;

Gi) if Tenant operates 2 retail business, use for office, clerical or other non-selling purposes only such space in the

Premises as is reasonably required for Tenant's business therein;

16 inti(iv) fully cooperate with Landlord and the Association in promoting the use of such trade names and slogans as may be

adopted for the Center;

(¥) use the Center name and inchide the address and identity of its business in the Premises, in all advertisements made

‘by Tenant which mention the address and identity of any other local business activity of like character conducted by Tenant;

(vi) take no action that would result in any work stoppage, picketing, labor disruption or dispute or any interference with

‘the business of Landlord or any other tenant or occupant in the Canter ot with the rights and privileges of any customers or other

persons lawfully in or about the Center, nor cause any impairment or reduction of the good will of the Center;

(vii) promptly comply with and conform to the current and fiture requirements of Landlord's insurers and all laws, codes,

ordinances, rules and regulations of govemmental and quasi-govermmental authorities (including laws and codes regarding zoning,

disabled persons, environmental matters, garbage/rubbish/waste-recycling, freon or halon storage/removal and

replacement/disposal, sprinklers and fire safety) now or hereafter affecting the Premises, excluding those requiring structural

changes to the Premises, and pay all inspection and other fees imposed by any of such authorities with respect to the Premises

and/or any of its systems or equipment, and deliver to Landlord, within 5 days after receiving a violation notice from any of such

authorities, a true and complete copy of the notice;

(vill) handle and dispose of all rubbish, garbage and waste from Tenant's operations in accordance with reasonable rules

and regulations established by Landlord and/or as required by governmental or quasi-governmental authorities and not permit the

accumulation or burning of any waste, rubbish or garbage auywhere in the Center (without limiting the foregoing, Tenant agrees

that no waste, rubbish or garbage of any nature will be permitted to be placed on any part of the Common Area, including any

loading dock, delivery platform or exitreceiving hallway);

(is) if the Premises front on an enclosed mall, shat off all exhaust fans, if any, serving the Premises at all times when the

Premises are closed and maintain positive air pressure so as to prevent the drawing of heated or cooled air from the enclosed mall,

and keep the Premises heated or air conditioned, as the case may be, to at least the same minimum temperature (in the case of

hoat).or the same maximum tempereture (ia the case of ait conditioning) as Landlord shall attempt to maintain in the mall;

(®) participate in the window cleaning program, if any, now or hereafter established by Landlord for all or substantially

all other tenants in the Center or the Building;

&) promptly report in writing to Landlord any defective condition known to Tenant, which Landlord is required 10

repair, and failure to do so shall render Tenant responsible for all liability incurred by Landlord and its property manager in

connection with any such condition;

(aif) if Tenant operates a franchise business, furnish to Landlord, from time to time on request, 2 copy of each agreement

between the franchisor and the franchisee, referring or pertaining in any way to the Premises or the Canter;

(alll) obey and observe (and, as applicable, compel its officers, employees, contractors, licensees, invitees, subtenants,

concessionaires and all others doing business with Tenant or any other occupani(s) of the Premises to obey and observe) all

reasonable rules and regulations established by Landlord from time to time. Any rule or regulation promulgated by Landlord

under this or any other provisions of this Lease will be deemed reasonable unless, within 30 days after Tenants receipt of a copy

thereof, Landlord receives Tenant's written objection thereto, specifying the aspects deemed uureasonablé by Tenant. Landlord

shall not enforce ny niles or regulations in a manner that is discriminatory as to Tenant;

(xiv) give Landlord at least 3 days' prior written notice of Tenant's intention to remove ftom the Premises freon, halon,

‘any equipment containing freon or halon, and/or any Hazardous Materials. The removal will be subject to such requirements as

Landlord may impose to protect Landlord's interest and to help ensure that such removal is prompt, safe and lawful; and

- (x9) if Tenant now or hereafter is an entity (other than a corporation whose shares are publicly traded on @ nationally

recognized stock exchange, including the so-called “over-the-counter” market), provide to Landlord, from tinhe to time on request,

a statement certified by the officer, parmer or other person in charge of Tenant’s operations, setting forth the names of all of

‘Tenant's shareholders, partners or other members, as the case may be, and their respective ownership interests in Tenant, the state

in which Tenant was formed, the location of Tenant's principal place of business, information regarding any material change in the

W Kinlas

if

YoUstructure of Tenant (including a merger or consolidation), and any other information regarding Tenant’s ownership interests as

Landlord may reasonably request.

(b) Tenant agrees that it shall not at any time without first obtaining Landlord's written consent in each instance:

(@ abandon or vacate the Premises;

Gi change (whether by alteration, replacement, rebuilding or otherwise) the exterior color and/or architectural treatment

of the Premises or of the Building, except as may be called for by plans and specifications that have received Landlord's prior

‘written approval;

(ii) use or permit to be used any part of the Common Area for merchandise display, sale or any other similar undertaking

nor otherwise cause or permit the obstruction of any part of the Common Arca;

(iv) use the plumbing facilities (if any) for any purpose other then that for which they were constructed;

(¥) subject any fixtures, furnishings or equipment in or on the Premises which are affixed to the realty to any mortgages,

conditional sales agreements, security interests or other encumbrances;

(vi) perform any act or carry on any practice which may damage, mar or deface the Premises or any other part of the

Center;

(vii) operate any coin or token operated vending machine or similar device (including pay telephones, pay lockers, pay

toilets, scales, anmsement devices and machines for the sale of beverages, foods, candy, cigarettes or ofher merchandise and/or

commodities), except as may be required for the Permitted Use;

(viii) install any awnings in or on the Premises which are visible to public view outside the Premises;

(Gs) permit window cleaning or other exterior maintenance or janitorial services for the Premises to be performed except

‘ty Tenant's employees or such other persons as shall be approved by Landlord (which approval will not be unreasonably withheld)

and except during reasonable hours designated by Landlord for such purposes;

(x) use any forklift truck, tow truck or any other powered machine for handling freight in the intetior delivery system of

‘the Conter, if any (except the truck passageway portion), or in the Premises, unless powered by electricity;

(xi) place a load on any floor in the interior delivery system of the Center, if any, or in the Premises, exceeding the floor

load per-square-foot which such floor was designed to carry, nor install, operate or maintain any heavy item of equipment except

in such manner as to achieve a proper distribution of the weight;

(ci install, operate or maintain any electrical equipment which will overload the electrical system of the Premises, or any

part thereof, beyond its reasonable capacity for proper and safe operation as determined by Landlord in light of the overall system

for the Center, or which does not bear Underwriters Laboratories approval;

(ili) cause or permit to emanate ftom the Premises, or any machine or other installation therein, any vibration, noise,

odor or other effect that in Landlord's jndgment is not reasonable for the’ Permitted Use, or in any manner cause or permit the

Premises to constinute a muisance or an annoyance or to interfere with the safety, comfort or convenience of Landlord or any of the

other tenants or occupants of the Center or their respective agents, employees, customers or other invitees or any ofher persons

lawfully in or about the Center (without limiting the foregoing, Tenant will not place any loudspeaker or other sound amplifying

device, whether for music ot voice, on the exterior of the Premises or in any part of the Common Atea). On notice by Landlord to

‘Tenant that any of the same is occurring, Tenant shall forthwith (and in all events within 5 days) remove or control the same to

Landlord's reasonable satisfaction, including the installation and use of appropriate soundproofing, ventilation and/or other

devices or equipment;

(xiv) use or occupy the Premises, or do or permit anything to be done in the Premises, which impairs the ability of

Landlord and/or Tenant to obtain any insurance at standard rates or could invalidate or increase the cost to Landlord of any

existing insurance;

(&) use or occupy the Premises for any purpose that impairs the value of the Premises, the Center and/or the

neighborhood in which the Center is located;

18 + ingats //)

¥

v(xvi if Tenant operates a retail business, use or operate all or aay part of the Premises as a so-called "discount house” or

“amy and navy store," ot for a “cut-rate" or “discount” type of business, provided, however, that this shall not prohibit the

Permitted Use nor the conduct of periodic, seasonal, promotional or clearance sales;

(xvii) conduct or permit any fire, bankruptcy, auction, relocation or "going out of business" sale or similar practice

(whether real or fictitious) in the Premises or utilize any unethical method of business operation;

(xviii) solicit business or distribute advertising or promotional matter in the Common Area;

(xix) erect or maintain any sign, banner, balloon or other advertising device on the exterior, nor on the interior storefront,

of the Premises, provided, however, that Landlord's prior written consent shall not be required for any interior signs that comply

with law, are of professional quality and design, are maintained by Tenant in good condition and do not unreasonably obscure the

‘View into and/or out of the Premises. If Landlord’s prior written consent to an exterior sign, bauner, balloon or other advertising

device is obtained by Tenant, Tenant, at its expense, shall maintan the same, and the applicable exterior wall, fascia, parapet

and/or other affected areas, in good condition and repair at all times. On vacating the Premises, Tenant agrees, at its expense, to

‘Temove its signs and other advertising materials and repair any damage caused by the installation, maintenance or removal thereof.

‘Landlord shall have the right to remove any sign, banner, balloon or other advertising device in violation of these provisions at

‘Tenant's expense plus interest at the rate of 15% per annum, without notice to Tenant and without liability. If at any time(s)

Landlord should elect to require updated signage for the Center or any part thereof, Landlord, at its expense, may remove Tenant's

exterior signage and replace the same with such revised sign a8 Landlord may determine;

(xx) use in the Premises any type of automatic teller machine or sell or offer for sale state-sponsored lottery tickets of any

kind;

(ax) make or permit any deliveries of merchandise or supplies except by means of the rear entrance to the Premises.

‘Tenant agrees that Tenant and its deliverymen will cause all deliveries to be made and completed as promptly as possible and with

the least possible disturbance to Landlord and other tenants and occupants of the Center end their respective agents, employees,

Licensees, contractors, customers and other invitees, and Tenant will not allow extended or overnight parking anywhere in the

Center by any delivery vebicle serving the Premises;

(ssif allow any of Tenant's employees, agents, licensees, contractors, customers or other invitees to loiter in any part of

‘the Common Area; and

(xxii) open the Premises for business before, or keep the Premises open for business after the nomal opening/closing

time of the Center 2s posted therein,

22, EMINENT DOMAIN: (a) If all or any part of the Premises shall be permanently taken, condemned ot

transferred by agreement in lieu of condemnation for any public or quasi-public use ot purpose (a "Takine"), whether or not this

Lease is terminated the entire compensation award, both leasehold and reversion, shall belong to Landlord without deduction for

any present or fature estate of Tenant and Tenant hereby assigus to Landlord all its right, title and interest in and to any such

award. ‘Tenant shail, however, be entitled to claim, prove and receive from the condemning authority (and not from Landlord)

such separate award as may be allowed for relocation expenses and for the unamortized cost of fixtures, furniture, inventory,

+ equipment and other improvements installed by Temant but only if such award is in addition to Landlord's award for land,

buildings and other improvements (or portions thereof) and other compensable items in connection with the Taking, as if this

sentence were not included herein.

(@) In the event of a Taking of the entire Premises, this Lease shall terminate from the time possession is required by the

condemning authority; but if the Taking affects only a portion of the Premises, Landlord may elect to terminate this Lease on

‘written notice to Tenant or to restore the portion not affected by the Taking, and in the latter event Minimum Rent shell be abated

sing the restoration period in proportion to the untenantability of the Presaises and shall thereafter be proportionately reduced.

(© Ifa Taking affects a material portion of the Center (regardless of whether the Premises are affected), Landlord may

elect to terminate this Lease by giving Tenant not fewer than 90 days' prior written notice of termination.

(@ Notwithstanding anything herein, ifthe award to Landlord is insufficient to pay Landlord for the costs of restoring the

Center or any part thereof (including the Premises), or if any mortgagee of the Ceater, or anyone else entitled to all or any part of

19 ingials

A

VLandlord's award, does not consent to the payment thereof to Landlord for such purpose, then and in any such event Landlord, at

its election, may terminate this Lease on 30 days' prior written notice to Tenant.

© in thie event of a Taking of 50% or more of the Floor Area of the Premises and/or 50% or more of the Floor Area of

the Center, if no default on Tenant's part exists under this Lease, Tenant shall have the right, by mitten notice to Landlord given

within 30 days after the vesting of title, to terminate this Lease.

(0 If this Lease shall be terminated pursuant to any of the provisions of this Article, each party will be relieved of all

obligation and liability accruing under this Lease subsequent to the effective termination date, and the provisions with respect to

awards shall be as set forth above. Through the effective termination date, all terms and conditions of this Lease (including those

regarding Minimum Reot and all additional rent) will be and remain in fall force and effect.

23, DEFAULT BY TENANT: If Tenant fails to pay Minimum Rent or any other sum to be paid by Tenant under

this Lease within a grace period of 5 days after the same becomes due and payable; or if a License Default oceurs; or if Tenant

fails to comply with any of the other terms or conditions of this Lease within a grace period of 10 days after receipt of (or refusal

to accept) written notice of noncompliance (or, if compliance cannot be completely accomplished within the 10-day period, if

Tenant does not diligently commence compliance within that period or does not thereafter in good faith proceed to accomplish

such compliance as promptly as is reasonably possible); or if Tenant discontinues operating its business, leaves or abandons the

Premises; or if Tenant makes an assignment for the benefit of creditors or suffers this Lease to be taken under a writ of executfon

or in bankruptcy ar receivership; then in any such case Tenant shall be in default under this Lease and Landlord, besides all other

rights and remedies it may have at law and in equity, may do one or more of the following: (a) by written notice to Tenant, declare.

all Minimum Rent and other sums payable under this Lease for the entire unexpired Term to be immediately due and payable and,

if not paid on demand, resort to legal process for the collection of all such accelerated payments; (b) terminate this Lease on

vmrtten notice to Tenant and resort to legal process for eviction; (¢) re-enter and attempt to relet without terminating this Lease and

remove all persons and property from the Premises (such property to be reraoved and stored in a public warehouse or elsewhere at

the cost of and for the account of Tenant), all in accordance with applicable law and without Landlord or its property manager

being deemed guilty of trespass or becoming liable for any resulting loss or damege. If Landlord seeks and obtains the remedies

in both "(a)" and "(b)" above, following the expiration date of the stated Term Landlord will give Tenant 2 reasonably detailed

accounting of rents received from reletting the Premises through that date. With or without terminating this Lease, Landlord may

from time to time make such alterations and repairs as may be necessary to relet the Premises or any part thereof for such term or

termas (Which may be for a period extending beyond the Term) and at such rental or rentals and on such other terms and conditions

as Landlord may deem commercially reasonable, and Tenant shall pay to Landlord on request all damages incurred by reason of

any default, including the costs of recovering the Premises and of preparing the Premises for reletting and reletting them. Rentals

received by Landlord ftom any reletting shafi be applied: first, to the payment of any indebtedness other than Minimum Rent due

hereunder; second, to the payment of any costs and expenses of reletting, including brokerage fees and attomeys’ fees; third, to the

‘payment of Minimum Rent due and unpaid hereunder; atid the remainder, if any, shall be held by Landlord and applied to payment

_ of fisture Minimum Rent as the same may become due and payable. If rentals received from such reletting during any month are

Jess than those to be paid during that month by Tenant hereunder, or if the Premises are not relet, Tenant shall pay the deficiency

to Landlord on request. Such deficiency shall be calculated and paid monthly or at longer intervals determined by Landlord. No

such re-entry or taking possession of the Premises by Landlord shall be constmed as an election on its part to terminate this Lease

unless a written notice of termination is given to Tenant or unless the termination hereof shall be decreed by a court of competent

Jurisdiction. Whether or not this Lease is terminated, Tenant will continue to be liable to Landlord as herein provided. A reletting

without tenmination and/or the acceptance of Minimum Rent or additional rent by Landlord at any time when Tenant is in definlt

shall not be construed as a waiver of such defuult or of any of Landlord's rights or remedies, nor shall any waiver or indulgence

granted by Landlord to Tenant be taken as an estoppel against Landlord, and Landlord may at any time (if such default continues)

terminate this Lease without releasing Tenant or any guarantor, and Landlord will have all rights and remedies referred to in this

Article. In any event, on request Tenant shall pay all of Landlord's costs, changes and expenses, including the reasonable fees of

counsel, agents and others retained by Landlord, incurred in connection with any default by Tenant and/or the recovery of sums

due under this Lease or any other relief against Tenant. The rights and remedies given to Landlord by this Lease and by law shall

be cumulative and the exercise of one shall not impair Landlord's standing to exercise any other right or remedy. Notwithstanding

anything herein: no additional notice to Tenant under this Article will be required if Tenant does not timely comply with its

20obligations under any other provision of this Lease specifying a time period for Tenam's compliance after written notice or request

from Landlord; if at any time Landlord notifies Tenant in writing of a defanlt by Tenant in the full and timely payment of any

‘Minimum Rent and/or additional rent hereunder, (I) if Tenant does not tender to Landlord full or partial payment of the delinquent

amount within the grace period provided for herein, Landlord may exercise any or all default rights and remedies without any

other or firther notice of any kind to Tenant, and (i) if et any time Tenant tenders to Landlord payment of some but not all of the

delinquent amount, Landlord may accept the same without having to give Tenant another deftmlt notice for the balance owed

and/or any other or further notice of any kind and without waiving any defauit rights and remedies; and if Tenant defaults and

‘vacates the Premises (Whether voluntarily or pursuant to judicial process), then, without waiving any other rights and remedies, at

Laadiord’s election all or any of Tenant’s property in the Premises, regardless of its value, shall automatically become the

property of Landlord to be retained or disposed of as Landlord may desire without notice or liability to Tenant, and Tenant hereby

waives and releases all claims against Landlord and its property manager in connection with such property.

24, DEFAULT BY LANDLORD: (a) Landlord shall not be charged with default in the performance of any of its

obligations unless and until Landlotd fails to perform such obligations for 30 days (or such additional time as is reasonably

required to perform the same) after receipt of written notice from Tenant specifying the respects in which Landlord has failed to

perform. (b) If Tenant gives Landlord a notice of a default or breach by Landlord, Tenant agrees to simultaneously give a copy of

such notice to the holder of record of any mortgage affecting the Center (provided Tenant has received written notice of such

mortgage, including the name and address of the then holder of the mortgage) by registered or certified mail, return receipt

requested, and such holder shail be permitted to correct or remedy the breach or default within a reasonable time after the period

allowed for Landlord to do so, and with like effect as if Landlord had done so. Tenant's failure to give to such holder the copy

provided for herein shall not be deemed a default by Tenant, but no notice given by Tenant to Landlord of any default or breach

by Landlord shall be deemed legally effective until the holder of any mortgage then affecting the Center shall have received a copy

thereof from Tenant.

PREVAILING PARTY: Notwithstanding anything to the contrary in this Lease, in the event of litigation

between Landlord and Tenant in connection with this Lease, the reasonable attorneys’ fees and court costs incurred at trial and

through appeals (if any) by the party prevailing in such litigation (j.., the party as to which the judgment or decision shell be more

favorable on all significant issues) shall be bome by the non-prevailing party.

2%. _ ESTOPPEL CERTIFICATE, ATTORNMENT AND SUBORDINATION: (a) From time to time within 10

days after request by Landlord, Tenant shall deliver to Landlord a written statement certifying: as to the commencement and

expiration dates of the Term; whether Tenant has accepted possession of the Premises; that this Lease is unmodified and in full

force and effect (or if there have been: modifications, that this Lease is in full force and effect as modified and stating the

modifications); that Landlord is not in defauit under this Lease (or if a deft exists, its nature in reasonable detail); the dates to

which Minimum Rent and other charges have been paid in advance, if any, and the respective amounts thereof; whether Tenant

has any claims, offsets or defenses with respect to any of its obligations unider this Lease (and if so, the nature thereof in

reasonable detail); and such other information as may be reasonably requested. Tenant acknowledges that any such statement may

be relied on by Landlord and any prospective purchaser or prospective or existing mortgagee of the Center.

(b) On request of Landlord or its mortgagee, in the event proceedings are brought for the foreclosure of a mortgage on

the Center, or in the evént of a deed in lieu of foreclosure or the exercise of a power of sale under any mortgage on the Center,

‘Tenant shall attorn to the transferee or the purchaser at the foreclosure or sale and recognize the transferee or purchaser as the

landlord under this Lease,

(©) This Lease and Tenant's rights hereunder are and shall at all times be subject and subordinate to the lien and the

provisions of all present and future mortgages (which term includes ‘all recastings, renewals, modifications, consolidations,

Teplacements and extensions, and voluntary and involuntary advances) that may now or bereafter be plated on the Center or any

Part thereof, irrespective of the date of execution or recording of any such mortgage. However, should the holder of a mortgage

request of Landlord in writing that this Lease and Tenant's rights hereunder be tnade superior, rather than subordinate, to the

‘mortgage, then this Lease and Tenant's rights hereunder will be superior to the mortgage, Although the foregoing chal be self

‘operative, on request Tenant shall execute and deliver to Landlord such recordable instruments or certificates as Landlord or its

mortgagee may prepare to carry out the intent of this Article. If, 10 days after the date of any such written request Tenant has not

a Xuecomplied with the same, Tenant will be in default under this Lease beyond any applicable cure period provided for in Article 23,

and without further notice Landlord may, at its option, terminate this Lease upon written notice to Tenant; no such termination will

relieve Tenant or any guarantor of Tenant of Kicbility to Landlord, and Landlord will have all rights and remedies set forth in

Article 23.

HOLDING OVER: If Landlord allows Tenant or any other occupant(s) of the Premises to remain in possession

of all or any part of the Premises after the expiration or sooner termination of the Term, then, absent Landlord's written agreement

to the contrary, Tenant shall be a tenant-at-sufferance at an amount equal to twice the greater of the monthly Minimum Rent

payable immediately prior to the commencement of the tenancy-at-sufferance or the monthly minimum reot that Landlord is then .

willing to accept for renting the Premises to a bona fide third party, and in any event subject to all terms and provisions hereof

(including Article 5), except only as to the duration of the tenancy, which may be terminated by either party giving not fewer than

30 days’ prior written notice of termination to the other party. If Landlord does not allow any suck holding over, or if Landlord

does allow the same but Tenant or any other occupant(s) of the Premises shall fail for any reason to vacate and surrender the

Premises to Landlord upon a termination of the tenancy-at-sufferance, then and in any such event (a) without liability Landlord or

its property manager may enter the Premises and remove all persons and property (such property to be removed and stored in a

public warehouse or elsewhere at the cost and for the account of Tenant), and (b) Landlord shall be entitled to recover from

Tenant all resulting damages, including loss of bargain suffered by Landlord with respect to a prospective tenant for ail or any part

of the Premises, The foregoing will survive the expiration or sooner termination of the Term and any tenancy-at-sufferance.

QUIET ENJOYMENT: (2) Landlord confirms to Tenant that on the date hereof Landlord has title to the

‘Center and the right to lease the Premises. (b) If Tenant timely pays all sums herein provided and performs all other obligations to

be performed by Tenant, Tenant's quiet enjoyment and possession of the Premises will not be interfered with by Landlord, subject

to the terms and conditions of this Lease. (c) Notwithstanding anything herein, Landlord reserves the right at any time(s), without

liability to Tenant and without affecting Tenant's obligations under this Lease, to: (i) change the name and/or address of the Center

and make changes, additions, deletions, retoovals, replacements, alterations and improvements in and to all or any part of the

Center and/or its facilities, including construction at any time(s) of upper level space above the Building and/or any other

buildings now or hereafter in the Center and any work done to comply with governmental or quasi-governmental requirements (in

performing any such work, Landlord will use reasonable efforts not to materially affect Tenant's business, but this does not require

the use of overtime help); and (if) alter the tenant mix of the Center as well as the uses to which all or any part of the Center may

be put. Tenant specifically acknowledges that this Lease does not and shall not be deemed to contain a representation or other

assurance by Landlord or its property manager that any particular tenant or type of tenant will occupy or continue to occupy space

in the Center during the Term.

29, SECURITY AGREEMENT: (a) For adequate consideration, Tenant grants to Landlord, as security for the

fall and timely performance by Tenant of all terms and conditions of this Lease, a first lien and security interest in the following

collateral: (all present and future inventory, furniture, fixtures, iastallations, equipment and other personalty owned by Tenant

ow and hereafter in the Premises; (i) all of Tenant's right, title and interest in and to the License and certificate of the License

(regardless of whether any or all of same shall be kept at the Premises); and (fii) all of the proceeds, products and accounts

receivable of such inventory and other property, including the License and certificate thereof. On request Tenant shall execute and

deliver to Landlord any further documents, including UCC-1 Financing Statements, which Landlord may reasonably require to

create, confirm, continue, renew or extend such lien and security interest; to the extent permitted by law, Landlord may record

andlor file such documents with the applicable governmental authorities without Tenant's signature. Throughout the Term, Tenant

._ Will keep the collateral in the Premises (except for the sale of inventory during the ordinary course of business), will maintain the

collateral in good order and condition and will, if necessary in Landlord's reasonable judgment, replace any component thereof

‘with a component of equal or better quality. All replacements will at the time of installation be covered by this lien and secutity

agreement and such UCC-1 Financing Statements, and will likewise be subject to the immediately preceding sentence.

(®) Landlord shall have all rights and remedies of a secured party under the laws of the State of Florida, incading the

Tight to take possession of the collateral (and for that purpose Landiord and its designees may enter the Premises and remove the

same) in the event of (i) a default in any of the obligations of Tenant under this Lease; or (ii) a levy, seizure or attachment of all

or any of the coliateral; or (iif) the death, dissolution, termination of existence, insolvency, business failure, appointment of a

7 Lona

JEL.

Neerreceiver, assignment for the benefit of creditors or commeacement of any proceedings under any bankruptcy o insolvency laws by

or against Tenant or any guarantor of this Lease. Landlord will give Tenant not fewer than 10 days’ prior written notice of any

public sale of or of the date after which ony private sale or other intended disposition is to be made, and in any such event

Landlord may (but will not be obligated to) purchase any or all of the collateral. ‘The proceeds of any such sale or other

disposition, Tess all costs and expeases incurred by Landlord in connection with the taking of possession and the sale or other

disposition of the collateral (including reasonable attorneys’ fees), shall be applied as a credit against the indebtedness then owing

from Tenant to Landlord; any surplus shall be paid to Tenant ifno default on Tenant's part exists under this Lease, and Tenant

shall pay any deficiency to Landlotd on request, and this will survive the expiration or sooner termination of the Term. Landlord's

rights under this Article shall be terminated when all Minimum Rent and other charges becoming due under this Lease have been

paid in full and ail other obligations from Tenant to Landlord under this Lease have been wholly satisfied.

(© Landlord's lien rights and remedies pursuant to this Article are in addition to and cumulative with any statutory lien

rights and remedies which may be granted to Lendlord by the State of Florida, With respect to Landlord's contractual and

statutory lien rights and remedies, Tenant hereby waives all exemption laws. Reasonable attomeys? fees incurred by Landlord in

enforcing any of its lien rights and remedies shall be deemed part of the obligation secured by this Article,

30, LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT: Notwithstanding any contrary

provision of this Lease, if Tenant fails to comply with any obligation on Tenant's part under this Lease within 10 days after receipt

of (or refusal to accept) written notice of noncompliance (or if compliance cannot completely be effected within 10 days, then if

‘Tenant does not within such period diligently commence the same and thereafter with reasonable diligence and in good faith

Proceed to effect such complete compliance), Landlord may immediately or at any time thereafter and without further notice

pesform the same for Tenant's account, and if in doing so Landlord makes any expenditure or incurs any obligation for the

payment of money (including reasonable attorneys' fees and court costs in instituting, prosecuting and/or defending any action or

proceeding through appeals and collection efforts), the sums paid or obligations incurred, plus interest at the fate of 15% per

anaum, will be paid by Tenant to Landlord within 16 days after billing. However, upon any failure by Tenant as set forth in the

first sentence of this Article, resulting in or from an emergency sitiation, Landlord will have all rights, and Tenant will be

obligated under this Article, without the necessity ofnotice to Tenant.

31, WAIVER: One or more waivers by Landlord or Tenant of the other paity’s breach of any term or condition of

this Lease shall not be a waiver of a subsequent breach of the same or any other term or condition. Landlord's consent to or

approval of any act by Tenant shall not waive or render unnecessary Landlord's consent to or approval of any subsequent similar

act by Tenant, No receipt of money by Landlord from Tenant with Landlord's knowledge of Tenant's breach or default of any of

the terms or conditions of this Lease shall be deemed to constinute a walver of any such breach or default.

32, NO ACCORD AND SATISFACTION: No acceptance by Landlord of a lesser sum than the rents or ofher

charges then due shall be other than on account of the earliest of such stipulated rents or changes, nor shall an endorsement or a

statement on a check or a letter accompanying any check or payment be an accord and satisfaction, and Landlord may aceept such

check or payment without prejudice to its right to recover the balance of monies due from Tenant and/or to pursue any other

available rights and remedies.

: 33. NOTICES: (a) Except as otherwise specified in this Lease, any notice or other communication for

convenience, a “Notice”) which Landlord or Tenant may want to or be required to give to the other party will be effective only if it

is in writing and signed by or on behalf of the party giving the Notice and is (i) sent by receipted "overnight" delivery service, or

Gi) mailed by registered or certified mail, return receipt requested: to Tenant's address specified on Page 1 if given to Tenant prior

to the Commencement Date; to the Premises if given to Tenant subsequent to the Commencement Date; and to Landlord's address.

specified on Page 1 if given to Landlord; or to such other address as either party may designate to the other in accordance with the

foregoing requirements. Unless otherwise provided herein, the time of the rendition of any Notice shall be one business day after

sending if given pursuant to "(i)" above or, if given pursuant to "Gii)” above, 3 business days after being deposited in an official

‘United States Mail receptacle, postage prepaid. As used herein, “business day” means any day other than a Saturday, Sunday or

legal holiday in the State of Florida, A Notice given to a party's attorney will be deemed given to such party.

23 oo,

iW.

U(b) If a Guaranty Agreement has been executed in connection with this Lease, contemporancously with the sending of

any Notice of default to Tenant, Landlord will send the "Guarantor" a copy of such Notice, in the manner specified above, to the

Guarantor’s address referred to in the Guaranty Agreement.

{© Notwithstanding any contrary provision of this Lease, (9) if the intended recipient of any Notice given in accordance

with “(a)” above fails or refises to accept delivery of the same (whether the intended recipient is Landlord, Tenant, a Guaranter,

or the designee of any of them), or if aay such Notice is returned “unclaimed,” then and in any such event the Notice will be

deemed to be received by the intended recipient within the applicable time period set forth in “(a)” above, and thereafter any

Notice to be given to the same intended recipient may be sent to by regular mail, in which case the same will be deemed to be

received 3 business days after being deposited in an official United States Mail receptacle, postage prepaid, and (ii) whenever

Tenant is permitted or required by this Lease to give or deliver to Landlord ot its mortgagee or designee any Notice or thing

within a specified time period andlor in a specified manner (e.g., an estoppel statement pursuant to Article 26), strict and timely

compliance with such terms and conditions shall be of the essence.

34, FORCE MAJEURE: Landlord and Tenant shall each be excused for the period of any delay in the

performance of any obligation hereunder when such delay is caused by a circumstance beyond such party's reasonable control,

excluding lack of funds but including labor disputes, civil commotion, war, warlike operations, invasion, rebellion, hostilities,

military or usurped power, sabotage, governmental or quasi-governmental regulations or controls, administrative hearings or

judicial Htigation, including any adverse findings, orders, verdicts or judgments therein, fire or other casualty, inability to obtain

materials, services ot financing/lender disbursements, or acts of God. Except as this Lease specifically provides to the contrary,

nothing herein shall excuse or delay Tenant's obligation to pay all sums due under this Lease.

DEFINITION OF TERMS: As used in this Lease: (a) “Lease Year" means each successive twelve month

period beginning with the Commencement Date, provided the Commencement Date is the first day of a raonth, If the

Commencement Date is not the first day of a month, the first Lease Year shall begin on the first day of the mouth following the

month in which the Commencement Date occurs, "Partial Lease Year" means any period less than a fall Lease Year.

(®) "Floor Area” means the actual number of square feet of first floor space of the Premises or the Center, as may be

applicable (but excluding Common Area, storage space and Landlord's management/maintenance/security offices), without

deduction or exclusion for any space occupied or used by columns, stairs or other interior construction ar equipment, within the

exterior faces of exterior walls, except party walls (Le., walls shared by tenants) in which case the center ofthe party wall shall be

used instead ofits exterior face.

(© "Common Area" means exterior walls (and, in the case of a mall, interior mall walls), pylon and momument signs

which identify the Center, and such parking areas, mall areas, walkways, aisles, stairways, traffic comridors, approaches, exits,

entrances, roadways and other areas and improvements in the Center as.are designated from time to time by Landlord for the

general use, in common, of tenants, their employees, agents, customers and other business invitees, excluding space in present

and/or future buildings designated for rental to tenants and roads and highways maintained by a public anthority but, for the

Purposes of Article 5 only, including roofs and portions of buildings (and systems and equipment in buildings) that contain or cam

be affected by fteon, halon and/or any Hazardous Materials.

(@ “Term” means the original Term of this Lease as it has been or may be extended pursuant to any right of Tenant

hereunder,

©) "Landlord" moans only the owner for the time being of the Center. If the Center shail be sold or transferred, the seller

Shall be automatically relieved of all obligations and liabilities accruing under this Lease from and after the date of the conveyance

‘or transfer, and the purchaser or transferee will be deemed to have assumed and agreed to carry out all obligations of Landlord

accruing from and after such date, it being intended that the obligations in this Lease to be performed by Landlord shall be binding,

‘on Landlord and its successors and assigns only during their respective periods of ownership of the Center. Tenant acknowledges

‘that the foregoing is a material inducement for Landiord to enter into this Lease.

(© The word "including" means, whenever the context allows, "including (but not limited to)".

(@) The phrase “all liabilities, costs and expenses" includes but is not limited to reasonable attomeys' fees and, in the

event of litigation, such fees plus court costs through appeals and collection efforts.

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Fr(t) The phrase “no default on Tenant's part exists under this Lease” (or words of similar import) means that there is then

wno breach of this Lease by Tenant beyond any applicable notice and cure period provided for in Article 23 and no fact or

circumstance then exists which, with notice and/or the passage of time, could result in a breach by Tenant beyond any such period.

@ “Major Tenant” means any tenant of the Center leasing at least 10,000 square feet of Floor Area or leasing any space

outside of the primary Center structure (e.g, pad locations or peripheral property).

SECURITY DEPOSIT: Landlord acknowledges that it has received the Security Deposit from Tenant (by

check, subject to collection), as security for the full and timely performance by Tenant of the terms and conditions of this Lease.

Except as may be required by law, no interest shall be payable on the Security Deposit. In the event of any default by Tenant

hereunder, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment

of any Minimum Rent, additional rent and/or expense that Landlord may incur by reason of the default, including any damages or

deficiency in the reletting of the Premises, whether such damages or deficiency shall occur before or after summary proceedings or

other re-entry by Landlord. If Tenant fully and timely complies with all terms and conditions of this Lease, the Security Deposit

shall be returned to Tenant within 30 business days after the date fixed as the expiration of the Term. At any time(s) Landlord

shall have the right to apply all or any part of the Security Deposit to the curing of 2 defanlt that may then exist, without prejudice

to any other rights and remedies Landlord may have; and in such event, upon request Tenant shall pay to Landlord the amount

applied so that the Security Deposit will be restored to its original amount. In the event of sale or other transfer of the Center or

the Building and/or the land thereunder, Landlord shall have the right to transfer the Security Deposit or the unused portion

thereof to the purchaser or transferee, and Landlord shall thereupon automatically be released from all liability for the return of

the Security Deposit; Tenant agrees to look solely to the new landlord for the return of the Security Deposit, and the provisions

hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant agrees not to assign or

‘encumber, nor attempt to assign or encumber, alll or any part of the Security Deposit and that neither Landlord nor its successors or

assigns shall be bound by any such act.

ADDITIONAL PROVISIONS: (a) Tenant shall not (by itself or through a third party) record this Lease or

any Teference to it in the public records of the county where the Center is located; bowever, from time to time within 10 days after

Landlord's request, Tenant shall execute, acknowledge and deliver to Landlord for recording purposes a "short form” or

memorandum of this Lease prepared by Landlord (excluding reference to the amount of Minimum Rent and any additional reat).

) Tenant represents and warrants to Landlord that, except for the Procuring Broker(s) specified in Introductory

Provision S, no real estate broker, agent or finder was involved on its behalf in negotiating or consummating this Lease. Tenant

agrees to and hereby does indemnify, protect, defend and hold Landlord, its property manager and mortgagee(s) harmless against

all liabilities, costs and expenses arising from or in any way connected with the claims of any real estate broker, agent or finder

claiming to have dealt with Tenant, or anyone acting for or on behalf of Tenant, in connection with this Lease, excepting only the

Proouring Broker(s). Any commission or other compensation that may be payable to the Procuring Broker(s) and/or to Landlord's

property manager will be paid by Landlord, parsuant to separate agreement(3).

(© This Lease shall be construed, governed and enforced in accordance with the laws of the State of Florida, without

regard to conflict of laws principles. To the extent permitted thereby, Landlord and Tenant hereby waive any provisions of law

that may be at variance with the provisions of this Lease, it being the parties' intention that, to the maximum extent allowed by law,

the provisions of this Lease will govern their respective rights and obligations, Landlord and Tenant agree that venue for any legal

action or proceeding arising out of this Lease shall be the county where the Center is located.

@) Ifa comt of competent jurisdiction determines that any provision of this Lease is invalid or unenforceable, to the

‘maximum extent possible the remaining provisions shall in no way be affected or impaired and shall continue in fall force and

“effect.

© This Lease shall bind and benefit the parties hereto and their respective legal and personal representatives, heirs,

permitted successors and permitted assigns, as the case may be.

(© Where appropriate, reference in this Lease to "person" means an individual or an emtty, the plural shall be substituted

for the singular and the singular for the plural, and the words of any gender shall mean and include any other gender.

t

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yU{@ If two of more individuals or entities (or any combination of two or more) sign this Lease as Tenant, the liability of

each under this Lease shall be joint and several in all respects. If Tenant is a partnership or other business association, the

members of which are, by virtue of statute or general law, subject to personal liability, the liability of each present and future

anember shall be joint and several in all respects,

(h) Captions, tities of Articles and titles of Exhibits and Riders (if any) are for convenience and reference only, and are

not to be construed as defining, limiting or modifying the scope or intent of the various provisions of this Lease. In the event ofa

conflict between the provisions of this Lease and the provisions of any Exhibits or Riders, the latter provisions will govern and

control.

(D This Lease can be executed in any number of counterparss, each of which, when fully executed, shall be deemed to be

‘an original, and it shall not be necessary in making proof of this Lease to produce or aceount for more than one such counterpart.

@) This Lease contains the entire agreement between the parties with respect to the Premises and the Center (all prior .

viitten and oral proposals and other agreementé between them regarding such matters, including any so-called proposal letter or

letter of intent, being superseded hereby) and Tenant acknowledges that no agent, representative, salesman or officer of Landlord

cr its property manager has authority to make or has made any statment, agreement or representation, either oral or written,

modifying, adding to ot changing the terms and conditions herein. Tenant further acknowledges that in entering into this Lease it

hhas not relied on or been induced by any information, understandings, terms or conditions, pertaining to financial matters and/or

other matters of any kind, except as the same may be specifically set forth in this Lease. Tenant confirms that prior to entering

into this Lease, Tenant satisfied itself with respect to all of its concems respecting the Premises and the Center, including zoning

and the number and kind of tenants in the Center, by conducting an independent investigation to the extent deemed necessary by

‘Tenant. No customs or dealings between the parties shall be permitted to contradict or modify the terms hereof, This Leese shall

not be construed more strictly against one party by reason of its preparation hereof. Neither this Lease nor any of its provisions

can be waived, modified or terminated orally, but only by a written instrument duly executed by or on behalf of the patty against

‘whom enforcement of any waiver, modification or termination is sought. Landlord and Tenant fully understanid and acknowledge

the import of the foregoing sentence and are aware that the law may permit subsequent oral waiver, modification or termination of

a contract provision notwithstanding contract language which requires that any waiver, modification or termination be in writing;

but Landlord and Tenant fully and expressly intend that the foregoing requirements as to a writing be strictly adhered to and

strictly interpreted and enforced by any court which may be asked to cousider the matter.

(%) Whenever Landlord's consent or approval is expressly or impliedly required by any provision of this Lease, the

consent or approval may be granted or withheld arbitrarily in Landlord's discretion unless otherwise specifically stated in such

provision and an action for declaratory judgment or specific performance will be Tenants sole right and remedy in @ dispute

regarding any obligation of Landlord under this Lease not to unreasonably withhold its consent or approval. Landlord’s consent

‘or approval will not be deemed to be unreasonably withheld whenever Landlord’s right to grant the same is conditioned on

Landlord obtaining the consent or approval of any other person, entity, agency or governmental authority and such third party does

withhold its consent or approval.

@ Ail indemnity obligations in this Lease have been given for adequate separate consideration included within Minimum

Rent and shall survive the expiration or sooner termination of the Term.

(a) Tenant, at its expense, shall procure, maintain and comply with all necessary licenses, permits and authorizations for

lawfully conducting the Permitted Use at the Premises and shall at all times make them available for inspection by Landlord.

(@) AU sums payable by Tenant under this Lease must be paid in United States cumency. With the exception of

Minimum Rent, all sums payable by Tenant under this Lease will be deemed to be additional rent, and Minimum Rent and all

additional rent will be collectible without set-off, deduction or abatement, whether or not so stated in any particular provision(s),

and the Late Charge and interest provisions of Article 3 shall also apply to all additional rent. No delay or failure of Landlord in

rendering any bill or statement to Tenant will prejudice Landlord's right to thereafter render the same or others, nor constitute a

waiver of or impair Tenant's obligation to make all of the payments required by this Lease. Any bill or statement to Tenant will be

‘conclusive and binding unless within 30 days after the date thereof Landlord receives Tenant's written explanation of its objection.

Payment from Tenant by check is always subject:-to timely collection of the fimds, and if any check tendered by or on behalf of

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+‘Tenant is dishonored, Tenant will pay to Landlord the sum of $100.00 for each such check, to defray the expense of handling,

processing and bookkeeping, If Landlord elects to redeposit the check and it is again dishonored, then in each such instance an

additional $100 will be paid by Tenant to Landlord. Any such check which Landlord elects not to re-deposit must be immediately

replaced by Tenant with a cashier's check which is the direct obligation of a bank or savings and loan institution. The amount of

the replacement check shall be in the aggregate amount of the payment tendered, plus the Late Charge, if any, plus the $100

charge(s) required by this section. All sums that may become owing to Landlord pursuant to this section will constitute additional

rent, payable within 10 days after billing.

(0) All obligations and liabilities of Tenant under this Lease shal! survive the expiration or sooner temmination of the

Term.

(p) Tenant agrees, at its expense, to enter into service contracts for monthly service with reputable duly licensed

‘companies for the maintenance of cach sit-conditioning unit or system that cools the Premises, and for the extermination of

insects, vermin, rodents and other pests, Evidence of both comtracts shall be delivered to Landlord withia 10 days after the

Commencement Date and annually thereafter. If Tenant at any time has failed to secure or keep in force a required contract,

Tenant will be in defunlt under this Lease and (without waiving such default) Landlord may elect to enter into an agreement for

such maintenance and/or extermination and to collect from Tenant on request the costs and expenses incurred, plus interest atthe

rate of 15% per annum, all payable as adéitional rent. :

(@ Notwithstanding any contrary provision of this Lease, if Tenant has received Landlord’s prior written permission to

‘keep the Premises open for business later than the normal closing time of the Center on any day(s), Tenant will pay as etditional

rent, within 10 days after billing, a proportionate share of the cost to Landlord of lighting all or any part of the Center's parking

area beyond midnight on such day(s) as determined by Landlord (the "Extra-Hours Lighting Cost"). The share to be bore by

‘Tenant will be determinéd by multiplying the Exira-Hours Lighting Cost by a fraction, the numerator of which is "1" and the

denominator of which is the number of tenants (including Tenant) whose premises ere open beyond the ndrmal closing time of the

Center on the subject day(s).

@ Although Landlord has granted or may grant (expressly or impliedly) varfous rights to Tenant (e.g., respecting

Alterations, signs, etc.), Landlord will not be liable to Tenant nor will this Lease or any of Tenant's obligations hereunder be

adversely affected if at any time(s) Tenant cannot exercise such rights in whole or in part by reason of prohibitions, requirements,

terms or conditions inaposed by any govemmental or quasi-govermmental authority,

(8) If cleaning of the Premises is to be performed by any person(s) other than Tenant's employee(s), such othér person(s)

must receive Landlord's prior written approval and Landlord may revoke such approval at any time if in Landlord's judgment such

person(s) and/or the performance of the cleaning services shall be objectionable in any respect.

(® If at any time(s) Landlord determines that, as a result of business operations at the Premises, increased security is

needed for the Premises, the Building and/or any other part(s) of the Center, on request Tenant agrees to employ such person(s) as

Landlord deems sufficient to effect such security, for any period of time that Landlord deems the need to exist, and Tenant will

pay all costs in connection thereiwith, as and when due. Such person(s) will be subject to Landlord's prior written approval in each

instance. Landlord agrees to use prudent business judgment in making any determination under this section. Nothing in this Lease

imposes oa Landlord the obligation at any time(s) to effecksecurity measures for the Premises, the Building and/or any other

part(s) of the Center.

(@) Recognizing thet the Center has been developed and is maintained by Landlord as 2 location for an outstanding type

of business occupancy, Tenant agrees, as 2 special inducement to Landlord to enter into this Lease, that if Landlord determines the

Premises are regularly attracting persons whose presence in the Center is deemed by Landlord to constitute a misance, such fact

‘will constirute a default under this Lease beyond any applicable cure petiod provided for in Article 23, entitling Landlord to the

same rights and remedies as if such defimalt were with respect to the non-payment of the Minimum Rent (Including termination of

this Lease). Landlord agrees to use prudent business judgment in making any determination under this section.

(9) Tenant agrees not to disclose (by itself or through a third party) any of the terms and conditions of this Lease to other

present or future tenants or prospective tenants of the Center or their respective representatives, nor to anyone elsé, excepting a

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(Vd

viepermitted assignee or subtenant of Tenant and accountants, attorneys and other professionals who require knowledge thereof in

‘furtherance of Tenant's interests.

(m) Tenant is advised that no assurance can be given by Landlord or its property manager that any existing tenant or

cccupant ofthe Center will continue in occupancy of all or any part ofits space in the Center.

(@) If Tenaxt requests Landlord's consent or approval to any matter or thing expressly or impliedly requiring Landlord's

consent or approval under Article 11 and/or Article 20 of this Lease, then Landlord, as a condition precedent to granting its

‘consent or approval, may require (in addition to any other requirements of Landlord in conection with such request) that Tenant

pay in advance a processing fee of $1,000.00, which amount is due and payable on request and as additional rent,

Notwithstanding anything to the contrary herein, the processing fee will not apply with regard to any consent or approval request

concerning Alterations to be made by Tenant in connection with its initial work to ready the Premises for occupancy.

() Tenant shall at all times conform to and comply with the provisions of the “Standard Restaurant Provisions Rider"

attached to this Lease.

NO RIGHT OF COUNTERCLAIM OR JURY TRIAL: If Landlord commences summary proceedings or

other action for nonpayment of Minimum Reat or other charges provided for in this Lease, Tenant shall not interpose

counterclaim of any nature or description, except a so-called "mandatory" or “compulsory” counterclaim which, if not then

asserted, would bar Tenant from asserting its claim in a separate action brought against Landlord. TO THE EXTENT

Causes of Action

COUNT Il - BREACH OF GUARANTY